Now that you’ve hit replay a couple dozen times onCaptain Marvel’ssecond trailer—and possibly searched thateye-popping new posterfor Easter Eggs a few times for good measure—we’ve got an in-depth breakdown of the teaser for Marvel’s next epic, starringBrie Larsonas the ass-kicking human/Kree hybrid Carol Danvers.

Also starringSamuel L. Jackson,Clark Gregg,Jude Law,Lee Pace,Djimon Hounsou,Lashana Lynch,Gemma Chan,Ben Mendelsohn,Jude Law,Algenis Perez Soto,Rune Temte, andMcKenna Grace,Captain Marvellaunches into theaters on July 28, 2025.

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Right off the bat, we get an explanation as to why noted superhero Captain Marvel was beating the absolute crap out of an elderly woman in the first trailer.

As expected, grandmother up there is actually a Skrull, Marvel’s resident shape-shifting alien race who are, more often than not, interested in invading the planet Earth and definitely always have beef with the more benevolent Kree. The Skrull seem to be the main villain ofCaptain Marvel—Ben Mendelsohnis playing one named Talos, and Ben Mendelsohn isalwaysthe bad guy—but it’s interesting to note thatLee Pace’sGOTGvillain Ronan the Accuser is also set to appear in the film and has been known to be pretty darn anti-Skrull.

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Skrulls can take on the appearance of anyone they want, but mostly they look like this:

The trailer digs deeper into just how human pilot Carol Danvers ended up among the Kree’s elite Starforce. (“Noble warrior heroes,” as Carol puts it.) By the looks of it, she crash-landed her jet somewhere incredibly smoggy—far too nasty-looking to be Kree homeworld Hala, possibly the Skrulls' Tarnax IV, possibly just one of the dustier parts of Earth—and was found, initially, by the Skrull.

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“Your life began the day it almost ended. We found you with no memory. We made you one of us,” says Oscar-nomineeAnnette Bening, whose exact role in the film is still a mystery. It appears she’s a pretty important person in Kree culture, someone who can explain to Carol just how she ended up on Hala, and why an alien race decided she was worthy of becoming one of them. Speaking of, there’s some gorgeous shots of the Kree home planet, which strangely enough call to mind Warner Bros.‘Green Lantern,except good.

One of the biggest tensions of the film appears to be Carol remembering, in flashes, her time on Earth as an Air Force pilot. “Something in my past is the key to all of this,” she says, although what exactlythisis remains to be seen.

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Lashana Lynchwill play Carol’s Air Force buddy Maria Lambeau. In the comics, Maria first popped up in the pages of 1984’sAvengers #246. She’s the mother of Monica Rambeau, a future “Captain Marvel” herself as well as a member of the Avengers. You know the Avengers, right? Have a movie coming out pretty soon?

But Carol also has some friends in the equally high-flying Starforce. That slo-mo walk-toward-the-camera hero shot shows off, from left to right behind Brie,Djimon Hounsouas Korath,Pérez Sotoas Att-Lass,Rune Temteas Bron-Char, andGemma Chanas Minn-Erva. AnEW photoconfirmed that this row of Kree soldiers are actually walking toward Ronan the Accuser, who was actually a pretty chill Kree officer by comparison before going completely insane.

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Speaking of, we get a blink-and-you’ll miss it shot of Ronan in the trailer, looking on from afar at some galactic warfare happening right outside the window.

We don’t get much ofJude Law’s Mar-Vell in the trailer, but he does seem to be a mentor and adviser of sorts to Carol on Hala. “You’ve come a long way, but you’re not as strong as you think,” Mar-Vell tells Carol. Rumors abound that Law is secretly playing a pretty pivotal antagonist role in the film—possibly even the villainous Yon-Rogg—but Marvel isn’t ready to play that particular card just yet, if ever, as Law is still rocking his green Starforce uniform.

While the first trailer kept Larson in the muted green of a Starforce uniform, here we have herexplodinginto space while wearing the modern red, gold, and blue costume we know from the comics. How she comes upon a kick-ass super-suit is still a mystery, but sheishanging around S.H.I.E.L.D. a whole lot in both trailers.

Speaking of:

Finally, the team-up we deserve: Samuel L. Jackson’s Nick Furyand a friendly alien cat. For whatever reason, Marvel changed the cat’s name from Chewie in the comics to the moreTop Gun-themed Goose for the film. Either way, still a Very Good Cat over here.

What did we miss? Make sure to let us know in the comments below.

For more onCaptain Marvel, peruse links to our recent coverage below:

Here is the official synopsis forCaptain Marvel:

Set in the 1990s, Marvel Studios’ “Captain Marvel” is an all-new adventure from a previously unseen period in the history of the Marvel Cinematic Universe that follows the journey of Carol Danvers as she becomes one of the universe’s most powerful heroes. While a galactic war between two alien races reaches Earth, Danvers finds herself and a small cadre of allies at the center of the maelstrom.

The film stars Brie Larson, Samuel L. Jackson, Ben Mendelsohn, Djimon Hounsou, Lee Pace, Lashana Lynch, Gemma Chan, Rune Temte, Algenis Perez Soto, Mckenna Grace, with Annette Bening, with Clark Gregg, and Jude Law.

Marvel Studios’ “Captain Marvel” is produced by Kevin Feige and directed by Anna Boden and Ryan Fleck. Louis D’Esposito, Victoria Alonso, Jonathan Schwartz, Patricia Whitcher and Stan Lee are the executive producers.