Set in the ‘90s and inspired by action movies of that era, Captain Marvel is one of the Marvel Cinematic Universe’s most unconventional movies. Usually, the MCU’s solo movies — especially the first ones, which tell the character’s origin story — follow a pretty rigid formula.
But with its nonlinear storytelling and strange placement on the franchise’s timeline, despite being the 21st installment in a well-worn franchise, Captain Marvel felt fresh. Brie Larson was compelling as a different kind of Marvel hero, and it was fun to see a de-aged Samuel L. Jackson as a younger Nick Fury. Here are 10 Behind-The-Scenes Facts About Captain Marvel.
Jude Law consulted Robert Downey, Jr. about being in a Marvel movie
Most actors get a little nervous before signing on to appear in an MCU movie, because it’s a brand-new type of franchise, which is obviously daunting, and in some cases, it requires a huge time commitment from the cast. While Jude Law was mulling over taking the role of Yon-Rogg in Captain Marvel, he consulted with his Sherlock Holmes co-star Robert Downey, Jr. about working for Marvel.
Law explained, “He talked a little bit about how making a Marvel Cinematic Universe movie is fitting this one piece into a bigger picture, and giving yourself over to that. It’s not about trying to understand everything. Just do your piece.”
Brie Larson didn’t know what “Where’s Fury?” meant when she filmed the mid-credits scene
In the mid-credits scene of Captain Marvel, Avengers: Endgame is teased as Earth’s mightiest heroes examine Nick Fury’s flashing pager, post-Snap, and Carol Danvers appears and asks, “Where’s Fury?” Marvel was so worried about Endgame spoilers getting out that Brie Larson was given no context for the scene.
When she arrived on the set to film it, she was given a script with every single scene direction and line of dialogue (apart from her own) blacked out. There were no other actors on the set as she was digitally inserted into an already-shot scene, so Larson didn’t know who she was talking to and she didn’t know the meaning behind the line, “Where’s Fury?”
Samuel L. Jackson improvised peeking at the Skrull’s penis
When Nick Fury and Agent Coulson bring in the corpse of a Skrull that attacked them, the coroner has no idea what species it is or how their anatomy works. While the coroner’s back is turned, Fury takes a curious peek under the sheet at the Skrull’s penis. Samuel L. Jackson improvised this moment, and the filmmakers liked it so much that they left it in.
Jackson had played Fury in a bunch of MCU movies before Captain Marvel, but this venture gave him his biggest role yet, and also provided some interesting backstory (and an underwhelming reason for his missing eye).
Every color scheme Monica Rambeau considers for Carol’s costume is an Easter egg
One fun scene in Captain Marvel sees Carol Danvers shedding her Kree colors after discovering that she was deceived by them, and asking Monica Rambeau to choose a new color scheme for her. Monica tries out a few different colors before settling on her classic red-and-blue style, and each one of them is an Easter egg.
White and green are the classic Kree colors in the comics. Red and yellow are the colors worn by DC’s own Captain Marvel, who was forced to be renamed Shazam after this movie beat him to the punch. The golden suit is a reference to Carol’s Ms. Marvel costume from the comics.
Ben Mendelsohn’s on-set nickname was “Ben Mendelskrull”
Anyone playing a Skrull had to show up to the Captain Marvel set early, because the prosthetics and all the makeup took a total of two hours to apply. Ben Mendelsohn, who played Talos in the movie (one of the main Skrull characters), was given the nickname “Ben Mendelskrull” on the set.
In the comics, Talos is one of a handful of Skrulls that can’t actually shapeshift, although this isn’t the case in the MCU, as Talos is shown shapeshifting many times — he even impersonated Nick Fury for the entirety of Spider-Man: Far From Home — and even claims that all Skrulls can shapeshift.
Stan Lee’s cameo required unused takes from Mallrats
In his cameo appearance in Captain Marvel, Stan Lee appears as himself on a public transport, learning his lines for his scene in Kevin Smith’s Mallrats. He can be heard reciting the line, “Trust me, true believer,” from the cult classic. Smith revealed on his YouTube channel that at the time of shooting Captain Marvel, Lee’s declining health prevented him from achieving his signature gusto.
So, Marvel contacted Smith to see if he had any unused takes of that line from Mallrats that they could loop into their own scene. He had to go digging around the archives, but he found enough audio for Marvel to use.
The cutout that Carol shoots in Blockbuster was supposed to be The Mask
When Carol Danvers arrives on Earth, she lands in a Blockbuster outlet and shoots a cardboard cutout promoting the movie True Lies. Some viewers were happy to see this movie taken down a peg, because its villains are racist stereotypes and its treatment of its female lead has been deemed misogynistic.
But originally, True Lies wasn’t supposed to be the cutout that Carol shoots. It was supposed to be The Mask instead. The joke was going to be that Carol mistook Jim Carrey’s rubbery green face for a Skrull. Unfortunately, the filmmakers couldn’t obtain the rights to use The Mask.
Jennifer Kent and Jennifer Yuh Nelson were considered to direct
When Marvel was searching for the perfect director to helm Captain Marvel, Jennifer Kent and Jennifer Yuh Nelson were under consideration for the job. Kent directed the modern horror favorite The Babadook and most recently tackled timely themes in the revenge movie The Nightingale.
Yuh, on the other hand, is mainly known for animation, particularly the Kung Fu Panda franchise, and she was the first woman to solely direct an animated feature film from a major Hollywood studio. In the end, the studio actually hired two directors, filmmaking duo Anna Boden and Ryan Fleck, the pair behind the Ryan Gosling indie darling, Half Nelson.
Keanu Reeves was offered the role of Yon-Rogg
Keanu Reeves was originally offered the role of Yon-Rogg, the villainous character who was eventually played by Jude Law in the final film. Marvel’s head honcho Kevin Feige revealed recently that the studio is desperate to get Reeves into the MCU, and they meet with him on basically every film, trying to find the right role. But the John Wick star turned down the role of Yon-Rogg.
Playing Yon-Rogg would’ve been a waste of Reeves’ talents. Marvel fans are eager to see him join the MCU, but a one-and-done villain role would be a disappointment. He needs a substantial, multi-movie role, like Namor or Adam Warlock or the Silver Surfer.
A lot of actors were rumored for the lead role before Brie Larson signed on
Before Brie Larson was announced to have been cast as Carol Danvers in the MCU, a number of actors were rumored to be playing the title character in Captain Marvel.
These included Emily Blunt, who was previously offered the MCU roles of Black Widow and Peggy Carter; Katee Sackhoff from Battlestar Galactica; Rebecca Ferguson from the last couple of Mission: Impossible movies; Katheryn Winnick, star of the show Vikings; Yvonne Strahovski from Chuck and The Handmaid's Tale; and Natalie Dormer, who played Margaery Tyrell in HBO’s Game of Thrones and previously appeared in the MCU as Private Lorraine in Captain America: The First Avenger.