- Vers / Captain Marvel (Carol "Avenger" Danvers) (First appearance) (Main story and flashback) (Leaves United States Air Force) (Leaves Starforce)
- Dr. Wendy Lawson (Mar-Vell) (Only in flashback) (Only appearance; dies)
- Maria "Photon" Rambeau (First appearance) (Main story and flashback)
- Monica Rambeau (First appearance) (Main story and flashback)
- Kree Empire
- Starforce (First appearance)
- Supreme Intelligence (First appearance)
- Accusers (First appearance)
- Ronan (First appearance chronologically)
- Soh-Larr (Behind the scenes) (Appears on a computer screen, TV, or hologram only)
- United States Air Force (Main story and flashback)
- Cadet Officer Cook (First appearance) (Only in flashback)
- Bret Johnson (First appearance) (Only in flashback)
- Steve Danvers (First appearance) (Only in flashback)
- Joseph Danvers (First appearance) (Only in flashback)
- Carol's mother (Mentioned)
- Kevin Smith (Named only)
- Stan Lee
- Kelly Sue DeConnick (Cameo)
- Brad Pitt (Mentioned)
- Project P.E.G.A.S.U.S. (First appearance chronologically)
- NASA (Mentioned)
- Goose (First appearance)
- Tom (First appearance)
- Hannibal Lecter (Mentioned)
- The Marvelettes (Mentioned)
Races and Species:
- C-53 / Earth (First appearance as C-53)
- United States of America
- Northern Ireland (Mentioned)
- Belfast (Mentioned)
- Serbia (Mentioned)
- Belgrade (Mentioned)
- Hungary (Mentioned)
- Budapest (Mentioned)
- Romania (Mentioned)
- Bucharest (Mentioned)
- Cuba (Mentioned)
- Havana (Mentioned)
- Kenya (On-screen)
- Skrullos (Mentioned)
- Kree Militia Uniforms
- Universal Neural Teleportation Network
- Translator Implant (Behind the scenes)
- Universal Weapon
- Space Stone (Behind the scenes)
- Nick Fury's Eyepatch (First appearance chronologically)
- Helion (First appearance)
- Accuser Warship (First appearance chronologically)
- Lockheed Martin F-22 Raptor
- Quadjet (First appearance as Quadjet)
- Mar-Vell's Laboratory (First appearance)
For a long period of time, two alien races, the Kree and the Skrull, have been in constant warfare with each other. As the Kree are the ultimately superior species due to their technological advancements, the Skrulls have been numbered significantly, on the verge of extinction. The Kree Empire continues to attempt to wipe the Skrulls off the face of the galaxy. In 1995, at the height of the war, Vers resides in Hala. She has constant nightmares haunting her, mostly consisting of a plane crash on a foreign peninsula and watching a woman being killed in front of her by an unknown Skrull assailant. She also remembers this as the earliest memory of acquiring her powers that allow her to fire photon bursts from her fists. Vers now trains with Yon-Rogg, with the goal of becoming a member of the Starforce. Although Yon-Rogg believes she is ready, the Supreme Intelligence, the artificial intelligence that rules the Kree Empire, reckons otherwise, but nonetheless admits Vers to the team, consisting of Minn-Erva, Korath, Bron-Char and Att -Lass. Yon-Rogg orders the Starforce to rescue a Kree agent named Soh-Larr who was captured on the planet Torfa, so the team raids the planet, but they soon discover that the Torfan are Skrulls and that the mission was a' ambush. Vers is kidnapped by General Skrull Talos (who passes himself off as Soh-Larr) who kidnaps her and takes her with him to a spaceship where he begins to analyze the woman's memories, revealing that what he wants from her is information relating to an engine at high speed. The spaceship then lands on planet C-53 (Earth). Vers and the Skrulls crash in Los Angeles. While the Skrulls take on the appearance of surfers met on a beach, Vers crashes on the roof of a Blockbuster Video. After a brief communication with Yon-Rogg, learning that she will be stranded on Earth for the next 22 hours, she draws the attention of the SHIELD after a LAPD officer reported her. Nick Fury and Phil Coulson led by Director Keller arrive in Los Angeles to question Vers, and obviously ignore her authority Kree and her claims that there are Skrulls on Earth. They must change their minds when the interrogation is interrupted by one of the Skrulls: Vers chases the Skrull on a subway train, but the alien escapes her and hides in the crowd at a train station. Fury and Coulson go after Vers, but Fury realizes that Coulson has been left behind, and that the Coulson sitting next to him is a second Skrull imposter. The two have a fight and the Skrull is killed when their car crashes. Vers uses a Skrull crystal containing her lost memories and begins to remember them. Stolen a civilian suit and a motorcycle goes to Pancho's Bar in the nearby town of Rosamond. Fury and Keller, who has now been replaced by Talos, take possession of the deceased Skrull and perform an autopsy on him. Fury finds Vers at the bar, now fully convinced that the Skrulls are a threat. The two question each other to make sure they aren't Skrull imposters. Fury takes her to the Joint Dark Energy Mission Facility in Nevada to confirm Vers's claims about her Earth origins and the two discover that the blonde was a fighter pilot for the United States Air Force and that she worked together with a colleague, Maria Rambeau under Wendy Lawson for the PEGASUS Project. Vers recognizes Lawson as the murdered woman in her dreams and later learns from Yon-Rogg that she was a Kree named Mar-Vell. Fury reports their location to Keller and a group of agents led by Keller arrive, including Coulson. After realizing that Keller was being played by Talos the whole time, Fury becomes run away with Vers and Coulson allows the two to escape. Motivated to seek answers from the Rambeau, Fury and Vers, accompanied by Goose, a cat they met at the facility, hijack a Quadjet at the Rambeau home in New Orleans, Louisiana. Both the woman and her daughter Monica are surprised to see Vers still alive. Mother and daughter identify Vers as Carol Danvers, a fighter pilot who apparently was killed with Lawson in a test flight that went awry. They also identify Goose as Lawson and Danvers' pet. Talos and Norex arrive at the Rambeau Mansion, only to negotiate a temporary alliance after Talos is revealed to be in possession of a black box from the plane crash. Talos reveals that Danvers has been deceived by the Kree and that the Skrulls are simply refugees with no homeland, constantly fleeing the Kree, on the verge of extinction. After listening to the recording from the black box, Danvers finally remembers what happened: the murder was orchestrated by none other than Yon-Rogg, who had discovered Mar-Vell's deception. Mar-Vell had instructed Danvers to destroy the energy core that powered the engine that was supposed to reach the speed of light, but in an attempt to destroy it, she had acquired superpowers after absorbing the energy of the engine's explosion, and losing her memory, so Yon-Rogg was authorized by the Supreme Intelligence to train her to become a Kree agent. Talos confides to Danvers that Mar-Vell was actually a Kree double agent who was attempting to help the Skrulls by testing by creating the engine that could reach the speed of light, to help them escape the Kree empire, and that the black box and memories of Danvers contained the coordinates of a former laboratory hidden in the orbit where there is the energy core that powered the engine. The next day, Yon-Rogg arrives on Earth to face Danvers. He quickly realizes that the Danvers he was communicating with was Norex and kills him after learning about the laboratory orbiting the Earth and that the source of the energy core is the Tesseract. Danvers, Fury, Talos, Maria and Goose take the Quadjet to the lab and Talos is reunited with his wife and daughter. Danvers finds the Tesseract, but the Starforce ambushes them and puts Danvers into stasis to put her face to face with the Supreme Intelligence. During their conversation, Danvers removes the inhibitor that has limited his superpowers and awakens he engages in an all-out battle with the Starforce. Fury realizes that Goose is actually a Flerken and testifies to his abilities firsthand after seeing him swallow the Tesseract and several Kree soldiers. During the fight Talos is hit by Yon-Rogg, rendering him unable to fight. In anger, Yon-Rogg authorizes Ronan the Accuser and his underlings to send Kree ballistic missiles to Earth to kill Danvers and the Skrulls, but the blonde destroys the missiles and one of the Kree warships, prompting the accusers to retreat. Minn-Erva, the last member of the Starforce, intercepts the Quadjet in the Mojave desert, but Rambeau shoots it down. Yon-Rogg arrives on Earth and challenges Danvers to a duel, but she immediately defeats him with a burst of photons and sends him back to Hala with a declaration of war for the Supreme Intelligence. Afterwards, Goose claws and blinds Fury's left eye. The Skrulls temporarily take refuge in the Rambeau Mansion, where Talos begins to recover from his injuries. Before Danvers leaves Earth with the Skrulls to find them a new home, he gives Fury a modified pager to call her in an emergency. During the writing of the Protector Initiative, Fury, after learning that Danvers' call was "Avenger" during his time in the Air Force, renames the Avengers Initiative in her honor. Goose later regurgitates the Tesseract on Nick Fury's desk while he is not in his office. In 2018, after Fury's death, several of the remaining Avengers (Steve Rogers, Natasha Romanoff, Bruce Banner, and James Rhodes) analyze the pager recovered by Fury at the New Avengers Facility, but the pager suddenly goes off. As the group argues trying to find out who Fury was trying to contact, Danvers appears asking where Nick is.
- Brie Larson as Carol Danvers / Captain Marvel
Additionally, sisters Akira and Azara Akbar portray Monica Rambeau at 11 and 5 years old, respectively. Matthew Maher portrays Norex. Chuku Modu appears as Soh-Larr, as well as Talos impersonating him. Vik Sahay appears as a Torfan. Colin Ford and Kenneth Mitchell portray Steven and Joseph Danvers. Stephen A. Chang and Pete Ploszek appear in flashback as Cadet Officer Cook and Bret Johnson. Air force pilots Matthew "Spider" Kimmel and Stephen "Cajun" Del Bagno make cameo appearances as themselves. Stan Lee makes a posthumous appearance as himself memorizing his lines from the 1995 film Mallrats. Robert Kazinsky cameos as a biker cat-calling Carol. Ana Ayora portrays SHIELD Agent Whitcher. Sharon Blynn appears as Soren. Auden and Harriet Ophuls portray Talos' daughter. Richard Zeringue appears as neighbor Tom. Goose is portrayed by Reggie, Archie, Rizzo and Gonzo Captain Marvel writer Kelly Sue DeConnick makes a cameo in the film. Chris Evans, Scarlett Johansson, Don Cheadle and Mark Ruffalo make uncredited appearances in the mid-credits scene as Steve Rogers, Natasha Romanoff, James "Rhodey" Rhodes, and Bruce Banner, respectively.
- The release of this film coincided with the date of International Women's Day.
- The film was announced during Marvel Studios' event at El Capitan Theatre on October 28, 2014.
- The original planned release date for this film was November 3, 2017, but when Marvel announced plans for Spider-Man: Homecoming, it was pushed back to November 2, 2018 and Thor: Ragnarok took its original release date. It later got postponed again to its current release date to make way for Ant-Man and the Wasp.
- Location shooting for this film took place in January 2018; while principal photography started on March 19, 2018, and wrapped on July 6, 2018.
- Before she was eventually replaced by Lashana Lynch, DeWanda Wise was originally cast as Maria Rambeau, but later had to exit due to scheduling conflicts.
- With a worldwide total box office gross of $1.128 billion, this film became the 5th-highest-grossing film of 2019, and at its peak the 22nd-highest-grossing film of all time.
- Early drafts of the film included the character of Helen Cobb.
- Filmmaker James Cameron's '90s action movies served as inspiration for the tone of Captain Marvel. Co-director Ryan Fleck cites Terminator 2 as a specific reference point.
- Earlier visions of the film were structured differently. They were told in a more linear fashion and started with Carol Danvers' life on Earth and friendship with Maria Rambeau.
- Before deciding to have Annette Bening portray the incarnation of the Supreme Intelligence that Danvers sees when she communes with it, by means of having the Supreme Intelligence assume the appearance of the person an individual feels more comfortable with, a separate figure was going to be the Supreme Intelligence.
- The 2004 romantic film Eternal Sunshine Of The Spotless Mind was one of the inspirations for a sequence directors Anna Boden and Ryan Fleck call the "Mind-frak;" the scene in which Talos trawls through Carol's muddled memories.
- When Carol crash-lands into the Blockbuster Video store, she is startled and blasts a True Lies cardboard standee. Boden and Fleck's original idea that was not signed off was to have the standee be for The Mask, and to have Carol mistake the titular character's green head for a Skrull.
- The mid-credits scene featuring the Avengers was directed by Avengers: Endgame directors Anthony and Joe Russo.
- A scrapped idea for the post-credits scene was going to have Yon-Rogg's pod crash-land on Sakaar.
- The film includes several tributes to Stephen "Cajun" Del Bagno, an Air Force Major who consulted on the movie. He died in a jet crash in April 2018, a week after concluding his work on the film. The most prominent of these tributes is a burning piano, a traditional send-off ceremony for fallen fighter pilots, which appears for a few frames when Talos is probing Carol's memories. Del Bagno is mentioned several times in the credit roll, and the filmmakers reportedly snuck his callsign into the background of several scenes. He also has a brief cameo, playing a game of pool with Carol in a quick flashback.
- The Marvel logo shown before the movies starts features a tribute to Stan Lee, who died a few months before the film's release.