Captain Marvel: 15 Spoiler Facts From Directors Anna Boden And Ryan Fleck

Captain Marvel

by Ben Travis, Chris Hewitt |
Published on

Ten years into the Marvel Cinematic Universe, Captain Marvel has finally arrived. Carol Danvers' hugely-anticipated entrance in Captain Marvel not only introduces a bold new hero into the world of the Avengers, but also ties neatly into the established universe in fresh and unexpected ways. Empire sat down with co-writers and co-directors Anna Boden and Ryan Fleck to unpack all the spoilery goodness for an Empire Podcast spoiler special – which you can listen to here – and they delivered all kinds of tantalising details about the ‘90s-set adventure. Here are 15 spoiler-filled facts we learned from the filmmakers – and be warned, there’s no hiding the twists and turns here, so avert your eyes if you’re yet to see Brie Larson’s thrilling debut as Captain Marvel.


1) The Russos directed the mid-credits sting

Joe and Anthony Russo

Just as the Avengers: Infinity War tag teased Captain Marvel’s arrival in the MCU, the Captain Marvel sting tees up her introduction to the surviving Avengers in Avengers: Endgame. While it’s unconfirmed whether that scene comes directly from Endgame (like the Civil War snippet from the end of Ant-Man), Anthony and Joe Russo directed the scene. “It’s really a direct lead-in to their movie,” says Boden. “They came up with the concept for it, and we said, ‘That sounds awesome.’”

2) The post-credits scene could have tied into Ragnarok

While the post-credits tag in the film sees Goose finally spit up the Tesseract from his inner pocket dimensions, an early concept for the ending sting tied into a different area of the Marvel universe. "There was an idea on the table about having Jude Law […] emerge from his pod on Sakaar,” laughs Fleck, referencing the junk planet that Thor and Hulk are stranded on in Thor: Ragnarok, “and then have him look around and see the Devil's Anus behind him and wonder, 'Where the hell am I?'"

3) Goose was involved from the very beginning

Captain Marvel

Carol Danvers aside, the film’s break-out star is Goose – the seemingly cute kitty hiding fearsome tentacles and vast recesses under her adorable ginger exterior. Naturally, she figured in right from the first story meetings. “I mean, a cat, who's a Flerken, who has pocket dimensions?” reasons Fleck. “There was no way that wasn't going to end up in this movie!" She was also penned in as the reason Fury lost his eye right from the off. “Something about that belly being rubbed, Goose did not appreciate,” Fleck notes.

4) Ben Mendelsohn is a cat person

Captain Marvel

In the film, it’s Samuel L. Jackson’s young Nick Fury who takes an immediate shine to Goose. In real life, it was Ben Mendelsohn. “If there's anyone who's a cat-loving person, it's Ben,” confirms Fleck. “He had to do some acting there to actually express fear of the cat.”

5) The Skrull twist is all about humanity

Captain Marvel

Marvel comics fans will have expected the introduction of the shape-shifting alien Skrulls to mark a villainous addition to the on-screen MCU – but in Captain Marvel they’re revealed to be sympathetic, refugees on the run after resisting Kree rule. It’s a switch-up that relates directly to Carol Danvers’ self-discovery. “This was so much a movie about Carol's journey towards finding her own humanity,” says Boden. “Part of that is also seeing the humanity in other people, even people who you don't expect to. The idea of having Carol […] realising that she's been wrong and having to face that was really powerful for us. And if we could make an audience member also have that same experience of assuming that they were one thing and then having their expectations subverted, we thought that would be just all the more powerful.”

6) An early draft began with Carol Danvers on Earth

Captain Marvel

Captain Marvel unfolds unlike any other Marvel origin story – from the opening Danvers already has her powers, with the film instead charting her discovery of her human life. Earlier visions of the film were structured differently, told in a more linear fashion and beginning with Danvers’ Earth life and friendship with Maria Rambeau. “The original opening to the script was a simulated combat situation in her fighter jets,” Fleck reveals. “There was a whole Top Gun-style sequence that we were even planning to shoot for a while. Even though it was an awesome introduction to Carol and Maria Rambeau – and I think it would have been fun for the audience to meet them on Earth as humans – the problem with that is the audience would be so far ahead of the story.” That version would have involved a time-jump to the powered-up Danvers in space, filling in her journey from fighter pilot to galactic warrior along the way. “But you would have already known, and viscerally felt, her as a human,” Fleck argues. “When she is uncovering her past and feeling a bit freaked out by it, I think it's much more effective.”

7) Lashana Lynch's audition made Ryan Fleck cry

Captain Marvel

While her screentime may be relatively limited, British actor Lashana Lynch makes a huge impression as Danvers’ friend and co-pilot Maria Rambeau – and she stood out to the filmmakers right from the off. “When she auditioned for the part she read with Brie, and literally made me cry during her audition,” Fleck recalls. “It takes a lot to make me cry, and I was hiding in the corner trying to wipe my eyes […] I talked to her about it later on, and she said, 'You know what? Even if I didn't get it, that felt good.'"

8) The memory-machine sequence was inspired by Eternal Sunshine

Captain Marvel

Things get trippy early on in Captain Marvel, as Talos trawls through Danvers’ muddled memories – a visually-inventive sequence the team call the ‘Mind-frak’, inspired by a Michel Gondry-Charlie Kaufman classic. “Eternal Sunshine Of The Spotless Mind […] was one of the references that we used when we were creating that sequence,” Fleck confirms.

9) Ben Mendelsohn’s Aussie accent helped make Talos more expressive

Captain Marvel

He might look like a space-lizard, with that green skin and those pointy ears, but Mendelsohn’s lead Skrull Talos sounds like he’s Antipodean. Hey, perhaps there’s an equivalent of Australia on the Skrull homeworld. It was a decision that not only helped distinguish him from S.H.I.E.L.D. Agent Keller (played by humanoid-Mendelsohn, and at one point impersonated by Talos), but allowed the actor to really pull of that plot twist about the Skrulls’ true intentions. “Everybody is just facile with their natural accent, they can show more emotion,” explains Boden. “I think it was important for him to kind of be as wild as Ben Mendelsohn wants to be.”

10) Captain Marvel’s eventual name is dotted through the film

Captain Marvel

At no point in Captain Marvel does anyone actually call Carol Danvers ‘Captain Marvel’ – but all the seeds for her eventual moniker are sown, some more obvious than others. Of course, you have the influence of Annette Bening’s Mar-Vell, her mentor and hero, as reinterpreted by Nick Fury who sings The Marvelettes’ in response to the Kree scientist’s name – while the final scene has Danvers listed as a Captain for the first time. “You see that she was ‘Captain Carol Danvers’ when [Fury] has her file at the very end, so Captain is there if you want it,” reasons Boden.

11) Carol Danvers inspiring the Avengers Initiative was integral to the film

With Carol Danvers being Nick Fury’s first alien contact, his encounters with the part-human-part-Kree-part-Tesseract-energy superhero is revealed to be the thing that sparks the S.H.I.E.L.D. agent’s idea to assemble the Avengers. The development was an essential part of the story, Captain Marvel pitched somewhat as an origin story for the MCU as we know it. “Kevin Feige and the Marvel team said, 'We want her to be inspiring Nick Fury to create the Avengers by the end of this movie,’” says Fleck. Something that did change was the decision not to show Fury typing ‘Avengers’ into his boxy computer. “We did shoot him actually writing the Avengers Initiative on the screen, and it just felt like we didn't need to see it,” Fleck reveals.

12) It was influenced by James Cameron’s ‘90s action movies

True Lies

The film’s 1995 offered plenty of inspiration for the tone and action found in Captain Marvel – as hinted by the presence of a True Lies cardboard standee in the Blockbuster Video store. Boden cites “all those Schwarzenegger films from the ‘90s” as touchstones, while Fleck notes Terminator 2 as a specific reference point. “James Cameronis of course an action legend,” he says. “I worked in a video story in 1995 and I remember those True Lies standees – it was more nostalgia than anything.”

13) The True Lies standee could have been for The Mask instead

The Mask

That promotional True Lies cut-out meets a fiery demise as Danvers blasts Arnie’s head to smithereens – a move that Schwarzenegger himself signed off on – but an earlier draft had a Jim Carrey favourite in the firing line instead. “We really wanted it to be The Mask, because of the green head,” reveals Boden. “The idea is that she thinks it's a Skrull. We initially tried to get that but they wouldn't clear it.”

14) The Tesseract has been ‘lying around’ since The First Avenger


In a surprise move, it’s a familiar MacGuffin that gives Danvers her immensely powerful abilities – The Tesseract, or as we now know it, the Space Stone. Its pivotal inclusion in Captain Marvel came during a team brainstorming session (“Do we really need to create a whole new energy source for her to gain her powers?” says Boden), and thanks to the events of Captain America: The First Avenger it was already in the hands of the American government. "Our thought was that they had gotten this thing, but they didn't know anything about it,” Boden explains. “They just kind of had it lying around somewhere at S.H.I.E.L.D., and [Mar-Vell] was able to use it to create her lightspeed engine at Pegasus. Only her as an alien would even know it had all this power, and figure out how to harness it.”

15) Annette Bening wasn’t always set to play the Supreme Intelligence

Captain Marvel

The brilliant Annette Bening has a dual role in Captain Marvel – she’s Carol Danvers’ Earth mentor Dr. Wendy Lawson, aka Kree scientists Mar-Vell, but she also appears as the incarnation of the Kree’s Supreme Intelligence that Danvers sees when she communes with the deity. That idea that came later in the planning, courtesy of Boden. “We initially had a separate figure being the Supreme Intelligence,” she confirms. “To have it be connected to her origin and her hero felt like an obvious idea that should have been in there from the very beginning. All of a sudden I woke up from a nap, and I was like 'What the hell are we doing? Why are these two separate people?’”

Listen to the full Captain Marvel spoiler special podcast here. Captain Marvel is out now in UK cinemas.

Just so you know, whilst we may receive a commission or other compensation from the links on this website, we never allow this to influence product selections - read why you should trust us