Warning: SPOILERS for Captain Marvel

Captain Marvel has finally arrived in the MCU, and as fans hoped, setting her origin story more than a decade before The Avengers first teamed up has resulted in too many Easter Eggs and secret MCU connections for fans to possibly catch in one viewing. Luckily, we're here to help.

There will be much to discuss once the credits roll, from the most shocking Captain Marvel spoilers, to the ways in which the post-credits scene sets up Avengers: Endgame. But to make sure that Marvel fans don't end up missing some of the coolest Easter Eggs, impossible to catch inside jokes, and comic book and pop culture references, we're breaking each and every one of them down. Whether it's Carol's tentacled cat, a tribute to the late Stan Lee, or the ways in which Captain Marvel is retconning the MCU's future, we've got them all in one place.

RELATED: Captain Marvel's Origin Story & Movie Changes Explained

Needless to say there will be SPOILERS for Captain Marvel (and every MCU movie that came before). Here is our complete breakdown of Captain Marvel: Every Easter Egg & Secret Reference.

24. Stan Lee Cameo(s)

Stan Lee and Avengers Infinity War Background

As the first MCU film to be released following the passing of comic book icon Stan Lee, Captain Marvel goes to extra lengths for a dedication. That begins with the opening credits sequence, typically a (now longer than ever) montage of different movie and comic book artwork. But for Captain Marvel, it’s Stan Lee’s many iconic cameos that are given the spotlight, along with footage of Lee from outside of his on-screen appearances.

That said, a tradition is a tradition, which means he also makes a cameo in the movie itself--with yet another uncommon twist. Casual viewers will be able to spot Lee as a passenger on the train boarded by Carol in pursuit of her Skrull target. But film buffs will appreciate the script for Mallrats he’s reading aloud, rehearsing his lines. The Kevin Smith film made strong use of Lee playing himself, and with its release in 1995, the timeline of Captain Marvel matches up nicely.

23. The Supreme Intelligence (Sort Of)

The movie may not dive into the vast Kree Empire as much as some fans will hope, especially considering the surprisingly small roles played by both Korath and Ronan (prior to their appearances in the first Guardians of the Galaxy). But what’s there is largely faithful... with one exception. And believe us, the change in this case is for the better. A point made perfectly clear when audiences realize what the ‘Supreme Intelligence’ looks like in the comics.

Yon-Rogg begins the story by informing Carol--sorry, ‘Vers’ that "communing with the Supreme Intelligence" is a valuable part of every Kree soldier’s development. However, seeing the actual Intelligence itself is forbidden. Considering that in the comics, the fusion of the greatest minds the Kree ever produced takes the form of a massive, multi-eyed, misshapen head, few fans will take issue with this twist for the movie version.

22. Captain Marvel Gets Her Movie Mohawk

Captain Marvel logo mohawk

When the first lengthy trailers for Captain Marvel showed Carol Danvers in not only her Kree uniform and helmet, but with her hair forming a mohawk out the top of it, fans rejoiced. But for those who don't actually know the story or the comic book source material, the feature may seem a bit strange. It all started when writer Kelly Sue DeConnick decided that a new costume was just what Carol needed for her promotion to Captain Marvel in her new, 2012 comic series.

The idea of a helmet that forced Carol's hair up into a mohawk as it deployed was too intriguing a design to forget, and as DeConnick explained to Polygon, her request of a redesign by acclaimed artist Jamie McKelvie would have cost her... had Marvel editorial not been instantly sold on the look, which is largely adapted for the film, as well:

"I called Jamie and was like, ‘Alright, I want you to make a bet with me. I bet if you do a Carol Danvers redesign for Captain Marvel that Marvel will buy the design from you. And if I win this bet, then I get a redesign and you get paid. And if I lose this bet, I will pay for the redesign... My husband would have murdered me, because you don’t front money for billion dollar companies. I mean, I would have murdered me, that’s nonsense."

21. The Actual Last Blockbuster Video Store

Blockbuster in Captain Marvel

The days of Blockbuster Video may be dead and gone, but the value of nostalgia lives on – as evidenced by most crowd reactions to Carol crashing smack into a Blockbuster (back in 1995). And believe it or not, the scenes really were shot using the last Blockbuster Video store in America, located in Bend, Oregon. A title it now holds after the other Alaskan stores were forced to close up shop, landing it its place in MCU history.

RELATED: Every 1990s Song in Captain Marvel's Soundtrack

But there’s one extra detail to the store itself that fans shouldn’t miss, and it may stand out to some. Specifically, those viewers who find that the “Blockbuster Video” logo and sign affixed to the roof of the store seems… off. It may be forgotten now, but Blockbuster Video made the change to simply “Blockbuster” branding and signage in 1996, which lasted until the company’s last days. In the timeline of the film, that is still one year away. But it's the store shelves that hold the best Easter Eggs...

Page 2: Carol 'Avenger' Danvers, Her Creator Cameo & More

True Lies

20. The True Lies Tribute

Viewers might think that the films chosen to populate the shelves of the Blockbuster Video were selected based purely on their release dates, and that is partly true (the store shelves are filled with period-appropriate VHS tapes). But it’s True Lies that gets a stand out moment, and the meaning of the tribute may be lost on younger fans. For the unfamiliar, True Lies is the film being advertised by the cardboard standee of Arnold Schwarzenegger which has its head vaporized, leaving his co-star Jamie Lee Curtis grinning all by herself.

Those who have seen True Lies know that it resonates for several reasons. The first movie to cost over $100 million to make, ushering in an age of blockbuster films Marvel now produces annually. It’s a tale of spycraft, deception, and double-crossing, just like Carol’s. It also happens to include one of the most iconic uses of a fighter jet ever committed to film. In fact, that fighter jet prop would eventually wind up being repainted for use in The Avengers (2012), cushioning the Hulk’s fall while battling Thor.

19. The Right Stuff Gets a Shout Out

Scott Glenn Ed Harris The right Stuff

With Carol’s career as a test pilot turned outer space traveler, it’s impossible to imagine a version of the movie that doesn’t pay tribute to The Right Stuff. A film now homaged in new films more than its seen by new audiences, it tells the story of the first American astronauts like Chuck Yeager, Alan Shepard, John Glenn, and the other Air Force test pilots whose willingness to push “higher, further, faster” helped put mankind into space.

The film may have been wiped from Carol’s mind along with the rest of her memories, but there’s no question she would have either seen it, or known the stories of these brave pilots herself. So when she picks up a copy of the film off a Blockbuster shelf and considers it, we would like to think that yet another piece of the woman she was is unlocked.

18. Writer Kelly Sue DeConnick's Cameo

Since it's Kelly Sue DeConnick's modern version of Carol Danvers that made the jump to the MCU, it only seems right that the writer should get to jump in on the fun. And believe it or not, audiences can spot DeConnick in the 1995 version of Los Angeles, but they'll need to keep a sharp eye out.

After Carol follows the passenger train all the way to its destination, she tries--but fails--to keep and eye on her target Skrull. Walking out into the crowds of passing commuters, it's clear that the Skrull could now be anybody... including Kelly Sue DeConnick, who brushes past Carol. DeConnick is actually the first person Carol sees once stepping off the train, easy to spot thanks to her hair and signature spectacles. She gives Carol a suspicious once-over, which Carol all too happily returns.

17. This Captain Marvel is a Skrull, Too (Sort Of)

As tempting as it may be to say that the Captain Marvel movie is adapting one modern version of Carol’s origin story, the truth is far more interesting. The film does follow the lead of Kelly Sue DeConnick’s modern relaunch of Carol Danvers as Captain Marvel, right down to her movie costume. But the movie also pays tribute to the Captain Marvel often overlooked, or dismissed as less ‘real’ than either Mar-Vell or Carol Danvers.

RELATED: 20 Versions of Captain Marvel Who AREN'T Carol Danvers

We’re referring to the Skrull Khn’nr, who was revealed to be ‘in disguise’ as the original Mar-Vell as part of Marvel’s Secret Invasion storyline. His story required the Skrulls to actually be the deceitful, invading army that the Kree of the film claims them to be, but Khn’nr’s own decisions mirror Carol’s more than many fans may realize. Once Khn’nr realized that he had only been programmed to believe he was Mar-Vell, and a hero, he instead became one. Defying his Skrull superiors and choosing to protect Earth, embracing the new identity and memories he had been given, it’s easy to see how the MCU version takes the best aspects of his story, as well.

16. Carol's New 'Avenger' Callsign

While the reveal of Carol Danvers’ official Air Force callsign isn’t revealed until the movie’s final scene, it’s the moment fans are going to be talking about, so we should address it now. Yes, Carol Danvers had a callsign in the comics. And no, it sure wasn’t Carol ‘Avenger’ Danvers. In fact, the name she went by was about as far away from such a badass moniker as you can get.

As Carol explained on a date back in Ms. Marvel #11 (2007), her callsign is (or was) ‘Cheeseburger.’ She got that name the way that people would assume… once they consider the intense g-forces that pilots undergo in training. Apparently Carol decided to enjoy herself a hefty burger before one memorable training session, lost the contents of her stomach, and was forever graced with a name in honor of the disaster. But we guess The Cheeseburger Initiative has less of a ring to it.

Page 3: Nick Fury's Protector, Goose The Flerken, and Mar-Vell

15. Nick Fury's 'Protector Initiative'

It's also worth pointing out that even though Nick Fury changed his famous Avengers Initiative to pay homage to Carol Danvers, the original name he had for his plan was an Easter Egg, too. Uniting superpowered people to act as 'protectors' might seem like an unimaginative moniker, but for fans of the Kree Empire, it's anything but a random designation. Because 'Protector' also happens to be the name of another Kree soldier... and eventually, another version of Captain Marvel.

Granted, it took place in an alternate reality, where Noh-Varr was just one of a larger group of Kree diplomats who faced catastrophe, and was eventually stranded on Earth. Noh-Varr eventually adopted a heroic persona in tribute to Mar-Vell, claiming titles like Captain Marvel, Marvel Boy... and yes, Protector.

14. The Alien Cat, a Flerken Menace

There’s no question which moment of the movie is guaranteed to be the biggest, most unexpected surprise. And for most older comic fans, they’ll be as convinced as the average moviegoer that Goose the Cat is… well, just a cat. And the irrational fear exhibited by Talos and the Skrulls? Nothing but a joke! But to those who have read Captain Marvel’s more recent comics--particularly her crossover with the Guardians of the Galaxy--the movie is all one big countdown to the Flerken doing what she does best.

Aside from changing the cat’s name from Chewie to Goose (one famous wingman to another), the abilities demonstrated by the Flerken, chiefly the explosion of killer tentacles from inside of its mouth, are exactly the same as the comics. By the end of the movie, Dr. Lawson selecting such a beast as her personal pet makes a lot more sense, knowing that the Kree will someday come calling. And the actual physiology of those tentacles helps explain Goose's later role, as well.

13. Lawson, The Original Captain Mar-Vell

The biggest twist of the film, and one guaranteed to enrage those already bristling at the feminist conversation surrounding Captain Marvel, is made to Carol’s mentor. To the American government she is simply Dr. Wendy Lawson. But to the universe at large… she is Mar-Vell, the original Kree superhero to bear the title ‘Captain Marvel.’ With a gender swap and some origin story re-imagining, of course.

RELATED: The Captain Marvel Movie's Many Villains Explained

Marvel Comic fans know that Carol Danvers is not the first to claim the title Captain Marvel, and actually took years to accept the moniker out of respect for its original owner. To her, it was the name earned and owned by Mar-Vell, the Kree hero who accidentally passed his superhuman powers onto her. The MCU ended up falling in line with our own theory that Mar-Vell would be Annette Bening’s character, but actually follows a less shocking re-telling than the latest comics. There, Carol’s Kree mother is the source of her powers. In the film, it’s Mar-Vell’s research that makes Carol superpowered, not her genes.

12. Mar-Vell's Lightspeed 'Asis' Aircraft

Captain Marvel the Kree

Before the mysterious power source at the heart of Mar-Vell’s research is revealed to be The Tesseract, the actual faster-than-light aircraft she was designing seems to be most important. In the end it’s simply one use of the Tesseract’s technology. But that doesn’t mean it can’t be a terrific Easter Egg for Marvel comics fans. And it all starts with the test aircraft’s official name: ASIS.

The name isn’t random, but drawn directly from the Ultimate Captain Marvel version of the Kree soldier’s backstory. In that parallel Earth, whose costumes and designs have heavily influenced the MCU as a whole, the Asis aircraft was also the brainchild of Dr. Mar-Vell. Or as he's known in this parallel reality, ‘Geheneris HalaSon Mahr Vehl.’ In that version of the story, Carol Danvers was head of security for the entire project, with the Kree leader transforming himself into Dr. Philip Lawson to help complete the aircraft. A nice nod for the Ultimates fans, even if it will be missed by most.

11. Project P.E.G.A.S.U.S. Begins

Considering how long it has been since the first Avengers movie made good on Nick Fury's 'Initiative,' not to mention how much the state of the MCU has changed, audiences can be forgiven for not remembering every tiny detail about the team-up. For starters, the significance of Project Pegasus, the name of the top secret research group working on the Tesseract under Fury's supervision... oh, and the project originally started by Mar-Vell, to create technology capable of giving the Skrull refugees a homeworld well beyond the reach of the Kree Empire.

The name isn't brought up much after the opening scenes of The Avengers, but Captain Marvel reveals that Carol Danvers isn't just responsible for the team's eventual name, but making sure there was any promising work done by Dr. Lawson at all. Now we just have to wonder how quickly Fury moved from being completely stunned by the existence of alien technology to weaponizing it like Hydra did during World War II.

Page 4: Carol's Suit Colors, Starforce, and 'Photon' Herself

10. Captain Marvel's Suit Changing Colors

Of all the mysteries surrounding Carol's journey from Kree soldier to an Avenger in Endgame, none was more obvious than exactly how her green Kree uniform would be transformed into her signature red and blue suit. Not just what would inspire the change, but how it would actually change color, in a practical sense. In the film the colors are revealed to be adjustable with all color combinations apparently possible. Which means an opportunity to pay homage to even more of the hero's Marvel Comic history.

RELATED: Every MCU Movie Coming After Captain Marvel

The first color shift results in a suit of red, yellow, and black, the color scheme made famous by both the original Mar-Vell and Carol Danvers in her Ms. Marvel persona. The black and silver suit may call back to Jonathan Hickman' s S.H.I.E.L.D. variant. But it's the second-to-last combination of white and green that will be best for comic fans. That's the very first uniform worn by Mar-Vell upon his arrival to Earth, and remains a faithful color scheme for any Kree soldier in the comics universe.

9. The MCU's Universal Translators Confirmed

Captain Marvel Kree Yon-Rogg Ronan

Captain Marvel may not end up being too much of a prequel to Guardians of the Galaxy, but it does help to flesh out the cosmic side of the MCU. In one of the most unexpected and pleasant surprises for Guardians fans, Carol Danvers also makes one of the most often nitpicked elements of James Gunn’s series officially explained, in-canon. We’re referring, of course, to her “universal translator.”

When Carol first attempts to communicate with the security officer in charge of planet C-53’s district (a.k.a. the shopping center security guard parked outside of the Blockbuster Video), he’s initially too stunned to respond. Carol double checks that her “universal translator” is successfully translating her words into English, which it is. But that’s also the explanation that director James Gunn claimed explained human-alien dialogue in Guardians. In other words, not every character in Marvel's Universe actually speaks English, too. Now it’s official, even if it’s never stated in the Guardians films themselves.

8. The Accusers of The Kree Empire

With a name like Ronan the Accuser, you would have expected the title to have come into play when the villain was introduced in Guardians of the Galaxy. Yet Ronan’s official rank within the Kree Empire isn’t even referenced in his first MCU film, described as simply a renegade military figure having broken off from the rest of the Kree. Aside from one moment in which he claims that the people of Xandar “you stand accused” of treachery for which he must claim vengeance, it would be safe to assume that he is simply 'Ronan' in the MCU, plain and simple.

Captain Marvel helps to clear up the issue, while still making a change to the canon. When detailing Starforce’s mission onto the planet Torfa, Yon-Rogg states that the planet will first be carpet-bombed by "The Accusers." Eventually, it is revealed to be a name reserved for the heavy Kree warships and their commanders fond of bomb dropping. It’s still a big change from the police force of the comics, but it's nice to know Ronan once had more company. And just what the Kree consider an appropraite means of accusing their enemies...

7. The Heroes(?) of The Kree Starforce

With Carol Danvers first seen as a member of Yon-Rogg’s Starforce in trailers, it was hard to see how they would actually remain faithful to the comic book versions. After all, the Starforce was a group of Kree supervillains, artificially enhanced to be stronger and deadlier than the average member of their race. Eventually the movie versions live up to that nefarious legacy as well. But with some clever changes to their names and appearances.

RELATED: Every Member of Captain Marvel's Starforce Explained

The Kree military uniforms are easy enough to establish a team mentality (more than their comics book costumes, at any rate). But the subtlest detail is the effort made to work their comic book-y names into the language and culture of Hala. Atlas becomes Att-Lass, Doctor Minerva becomes Minn-Erva, with Bron-Char, Korath, and Yon-Rogg rounding out the roster.

6. Maria 'Photon' Rambeau

There was some early confusion in the plot details surrounding Captain Marvel when it came to her closest friend and fellow test pilot, considering that's a character most comic fans would know as Monica Rambeau. But thanks to the time jump backwards, it seems Marvel Studios is hedging their bets. In the movie version, it's Maria Rambeau who is the colleague and peer of Carol Danvers prior to her Kree transformation. Her daughter Monica is still years away from becoming her own form of superhero. Her own version of Captain Marvel, as a matter of fact.

Whether or not future MCU movies (Endgame, perhaps?) deliver on the passage of time and have Carol meet the now-adult Monica, comic fans know her original fate. Monica Rambeau became Captain Marvel herself, before taking the identity of 'Photon' among others. That name is also included in the MCU canon as the official callsign used by her mother, Maria.

5. 'Lieutenant Trouble'

Captain Marvel and Lieutenant Trouble

Monica Rambeau doesn't get to listen in on the alien antics being discussed between Carol, her mother, Fury, and the Skrulls, but the future Photon does get to make an impact. First, by helping Carol figure out a new color scheme for her Kree bodysuit. And second, by getting a nickname all her own... even if it wasn't actually hers in the comic books. But we suppose that one admiring 'Lieutenant Trouble' is just as well.

In the comics, the pet name was given by Carol to Katherine "Kit" Renner in her modern comics. Carol was a friend to both Kit and her mother Marina when not adventuring in outer space. Since Carol's days on Earth are destined to be numbered in the MCU, there won't be much opportunity to make a similar friend. But if a sequel sees a little girl profess to be Carol's biggest fan, then Kit is as good as canon, as far as we're concerned.

Page 5: Captain Marvel Goes Binary, Avengers: Endgame Cameo & More!

4. Captain Marvel Goes Binary

Carol Danver spends most of the film having her powers reined in, either by her own insecurities and uncertainty, or by the Kree device apparently embedded in her neck to keep her from becoming too powerful for them to control. But when the movie reaches its climactic battle, and Carol decides the time has come to unleash all the power infused into her by Mar-Vell's light speed engine, the gloves don't just come off... they burn off. And make way for a version of Captain Marvel fans may not have dreamed they would actually see.

For the record, Captain Marvel still looks like herself most of the time in comics, even when wielding her powers at maximum level. But when pushed to an even higher level, Carol Danvers became something else entirely in the comics: Binary. Taking the form of a flaming warrior is one thing on the comic book page, but seeing Carol Danvers become Binary in the MCU is a sight to behold, as she makes short work of a Kree bombing run once upgrading her output.

3. Mid-Credits Scene: Carol Meets The Avengers

Avengers Endgame Nebula Captain Marvel SR

Continuing the tradition of Marvel movies using their credits scenes to offer a big tease of the coming threat, and deliver a laugh paying off an earlier joke, it's the first scene fans are going to be talked about. Technically, the first Captain Marvel credits scene ended up leaking online even before the movie was released to the public, in what looks and sounds to be a scene lifted from Avengers: Endgame. A scene in which the heroes are struggling to decipher just what signal Fury's pager is sending, and to whom.

It's then that Carol chooses to appear, searching for Fury (and in for some intensely heartbreaking news). The questions still remain: How did Carol survive/miss the larger Infinity War? Why doesn't she seem to have aged? Where has she been for the last two decades? At least she seeinf this scene fans know that Endgame will have no choice but to answer at least some of those nagging riddles.

2. Post-Credits Scene: Goose & The Tesseract

Captain Marvel Tesseract

Finally, there's the other Captain Marvel post-credits scene to talk about. The one that finally explains how the Tesseract was transported out of the stomach(?) of Goose the Cat, and back into the archives of S.H.I.E.L.D. so that it can be researched as part of Project Pegasus' next evolution. The actual science behind Goose's ability to consume the Tesseract is a conversation for another day, but thankfully, the Flerken's propensity for regurgitating is as strong as a normal Earth house cat.

The final post-credits scene confirms that Goose is till hanging around Nick Fury's S.H.I.E.L.D. office days, possibly weeks after the events of the movie. Perhaps as a form of peace offering, having cost him his eye with a single swipe, Goose decides to vomit the Tesseract back onto Fury's desk. Thus completing the timeline issue presented in the film, explaining how the Infinity Stone got from Mar-Vell's custody into S.H.I.E.L.D.'s.

1. Babe The Pig, Carol's (Other) Kindred Spirit?

Babe in Babe Pig in the City

Hear us out. No, it’s not an insult to say that the presence of a poster for Babe (1995) is also in honor of Carol Danvers. Again, the timing makes enough sense to justify its presence in the Blockbuster, and the singular movie is a solid reference to get audiences laughing. But dig a bit deeper into the story that Babe was telling, and a direct parallel can be drawn between the Sheep-Pig and Carol Danvers, the Human-Kree.

Think about it: Babe is picked up as an object, and placed in the custody of a sheepdog (along with the rest of her young). Eventually, Babe wants nothing more than to be accepted in that same role, as part of that family, but is nevertheless seen as an outsider at odds with expectations. In the end, Babe proves that he can not only be as good at guiding a lost flock as the sheepdogs born into that occupation, but excels based on his own abilities and sheer determination.

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Those are all the Easter Eggs, Marvel Comics connections, MCU setups, and pop culture references and inside jokes we could spot on our first viewing of Captain Marvel, but are there any we missed? Be sure to let us know.

MORE: Captain Marvel's Ending Explained

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