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Captain Marvel (film)

Captain Marvel is a 2019 American superhero film based on the Marvel Comics character
Carol Danvers. Produced by Marvel Studios and distributed by Walt Disney Studios Motion
Pictures, it is the twenty-first film in the Marvel Cinematic Universe (MCU). The film is
written and directed by Anna Boden and Ryan Fleck, with Geneva Robertson-Dworet also
contributing to the screenplay. Brie Larson stars as Danvers, alongside Samuel L. Jackson,
Ben Mendelsohn, Djimon Hounsou, Lee Pace, Lashana Lynch, Gemma Chan, Annette
Bening, Clark Gregg, and Jude Law. Set in 1995, the story follows Danvers as she becomes
Captain Marvel after Earth is caught in the center of a galactic conflict between two alien
civilizations.

Development of the film began as early as

Captain Marvel
May 2013. It was officially announced in
October 2014 as Marvel Studios' first
female-led superhero film. Nicole Theatrical release poster
Perlman and Meg LeFauve were hired as
Directed by Anna Boden
a writing team the following April after
submitting separate takes on the Ryan Fleck

character. The story borrows elements Produced by Kevin Feige

from Roy Thomas's 1971 "Kree–Skrull
Screenplay by Anna Boden
War" comic book storyline. Larson was
announced as Danvers at the 2016 San Ryan Fleck
Diego Comic-Con, with Boden and Fleck Geneva Robertson-
hired to direct in April 2017. Robertson- Dworet
Dworet soon took over scripting duties,
Story by Nicole Perlman
with the remainder of the cast added by
the start of filming. Location shooting Meg LeFauve

began in January 2018, with principal Anna Boden

photography beginning that March in
Ryan Fleck
California before concluding in Louisiana
Geneva Robertson-
in July 2018. Jackson and Gregg—who,
Dworet
among others, reprise their roles from
previous MCU films—were digitally de- Based on Captain Marvel
aged in post-production to reflect the by Stan Lee

film's 1990s setting. Gene Colan

Captain Marvel premiered in London on Carol Danvers

February 27, 2019, and was theatrically by Roy Thomas
released in the United States on March 8, Gene Colan
2019, in IMAX and 3D. The film grossed
over $1.1 billion worldwide, making it the
Starring Brie Larson
first female-led superhero film to pass the
Samuel L. Jackson
billion-dollar mark. It is currently the
third-highest-grossing film of 2019, and Ben Mendelsohn
became the ninth-highest-grossing Djimon Hounsou
superhero film of all time as well as the
Lee Pace
22nd-highest-grossing film overall. The
film received praise for the performances Lashana Lynch

of the cast, particularly that of Larson. A Gemma Chan

sequel is in development. Annette Bening

Clark Gregg
Contents
Jude Law

Music by Pinar Toprak

Plot
Cinematography Ben Davis

In 1995, on the Kree Empire's capital Edited by Elliot Graham

planet of Hala, Starforce member Vers
Debbie Berman
suffers from amnesia and recurring
Production Marvel Studios
nightmares involving an older woman.
company
Yon-Rogg, her mentor and commander,
trains her to control her abilities while the Distributed by Walt Disney Studios
Motion Pictures
Supreme Intelligence, the artificial
intelligence that rules the Kree, urges her Release date February 27, 2019
to keep her emotions in check. (London)

March 8, 2019
During a mission to rescue an undercover
(United States)
operative infiltrating a group of Skrulls,
alien shapeshifters with whom the Kree Running time 124 minutes[1]
are at war, Vers is captured by Skrull
Country United States
commander Talos. A probe of Vers's
memories leads them to Earth. Vers Language English
escapes and crash-lands in Los Angeles.
Budget $152–175 million[2][3]
Her presence attracts S.H.I.E.L.D. agents
Nick Fury and Phil Coulson, whose Box office $1.128 billion[4]

investigation is interrupted by a Skrull

attack. In the ensuing chase, Vers recovers a crystal containing her extracted memories
while Fury kills a Skrull impersonating Coulson. Talos, disguised as Fury's boss Keller,
orders Fury to work with Vers and keep tabs on her.

Using her extracted memories, Vers and Fury go to the Project Pegasus installation at a
U.S. Air Force base. They discover Vers was a pilot presumed to have died in 1989 while
testing an experimental light-speed engine designed by Dr. Wendy Lawson, whom Vers
recognizes as the woman from her nightmares. After Fury informs S.H.I.E.L.D. of their
location, a team led by Talos disguised as Keller arrives. Fury discovers Talos's ruse and
helps Vers escape in a cargo jet with Lawson's stowaway cat Goose. They fly to Louisiana
to meet former pilot Maria Rambeau, the last person to see Vers and Lawson alive.

Rambeau and her daughter Monica reveal that Vers is Carol Danvers, who was once like
family to them. Talos, arriving unarmed, explains that the Skrulls are refugees searching for
a new home and that Lawson was Mar-Vell, a renegade Kree scientist helping them. Talos
plays a recovered recording from Lawson's jet, prompting Danvers to remember the crash:
Lawson was killed by Yon-Rogg to prevent her from destroying the engine before the Kree
could recover it. Destroying the engine herself, Danvers absorbed the energy from the
ensuing explosion, gaining powers but losing her memory.

Danvers, Talos, Fury, and Rambeau locate Lawson's cloaked laboratory orbiting Earth,
where Lawson hid several Skrulls, including Talos's family, and the Tesseract, the power
source of Lawson's engine. There, Danvers is captured by Starforce and interfaces with the
Supreme Intelligence. During their conversation, Danvers removes the Kree implant that
was suppressing her powers, allowing her to reach her full potential. In the subsequent
battle, Fury retrieves Goose, who is revealed to be an alien Flerken. Goose swallows the
Tesseract and scratches Fury, blinding his left eye. Danvers destroys a Kree bomber,
forcing Kree officer Ronan the Accuser and his squadron to retreat, before overpowering
Yon-Rogg on Earth and sending him back to Hala with a warning to the Supreme
Intelligence.

Danvers departs to help the Skrulls find a new homeworld, leaving Fury a modified pager to
contact her in an emergency. Meanwhile, Fury drafts an initiative to locate heroes like
Danvers, naming it after her Air Force call sign, "Avenger". In a mid-credits scene, set in
2018, the activated pager[N 1] is being monitored by the Avengers when Danvers
appears.[N 2] In a post-credits scene, Goose climbs onto Fury's desk and regurgitates the
Tesseract.

Cast

Brie Larson as Carol Danvers / Vers / Captain Marvel:

An ex-U.S. Air Force fighter pilot and member of an
elite Kree military unit called Starforce whose DNA was
altered during an accident, imbuing her with
superhuman strength, energy projection, and
flight.[7][8][9] Larson described Danvers as a "believer
in truth and justice" and a "bridge between Earth and
space",[10] who must balance her "unemotional" Kree
side that is an "amazing fighter" with her "flawed"
human half that is "the thing that she ends up leading
by."[9] Larson also called Danvers aggressive, quick-
tempered, and invasive—attributes that help her in a
Brie Larson (top) and Samuel L.
fight but prove to be character flaws.[11] Marvel Jackson (bottom) with Brig. Gen.
Studios President Kevin Feige said Larson was cast Jeannie Leavitt, the U.S. Air Force's
first female fighter pilot and
because of her ability to balance the character's vast consultant on Captain Marvel
powers with her humanity.[12] Due to concern that
Larson (who was 26 when she was cast) was too young to portray an accomplished
airman, screenwriter Nicole Perlman consulted with the Air Force, who said it was
possible for someone "to go very far" between the ages of 28 and 34.[13] Larson trained
for nine months for the role, learning judo, boxing, and wrestling.[9][14] She also visited
Nellis Air Force Base and met with active duty airmen, including Brigadier General
Jeannie Leavitt and Thunderbirds pilot Major Stephen Del Bagno, in preparation for the
role.[15][16][17] Mckenna Grace portrays the 13-year-old Carol Danvers,[15][18][19] while
London Fuller portrays her as a 6-year-old.[19]

Samuel L. Jackson as Nick Fury:

The future director of S.H.I.E.L.D., who at this time is a low-level bureaucrat.[20] Fury
appears without his signature eye patch as the film is set before he loses his eye.[21]
Feige explained that Danvers is the first superhero that Fury has come across,[22] which
sets him on a path to where the character is in the modern MCU films.[23] Jackson
described Fury at this point as a desk jockey, who has not yet become cynical towards
bureaucracy and who learns in the film that there are superpowered beings who could
help S.H.I.E.L.D.'s cause.[24] Jackson added that trusting Danvers plays a key role in his
development, as they become "compatriots" throughout the film.[25] Jackson was
digitally de-aged by 25 years, the first time Marvel has done this for an entire film.[26]

Ben Mendelsohn as Talos / Keller:

The shape-shifting leader of the Skrull invasion of Earth, who is working undercover
within S.H.I.E.L.D. as Fury's boss, Keller.[27] Mendelsohn described Talos's human
persona as "buttoned up" compared to his "more laid back" Skrull persona. Mendelsohn
differentiated between the two by using an American accent inspired by former United
States Secretary of Defense Donald Rumsfeld for the human disguise, and his native
Australian accent for Talos; the latter was chosen, after a "lengthy discussion", due to
what Mendelsohn called "earthy correctness". The makeup and prosthetics necessary to
portray Talos took "a couple of hours" to apply.[27] Executive producer Johnathan
Schwartz added that "it's sort of fun to show off both the Skrull's powers and Ben's
range as an actor because he's very different in all of those parts."[25] Emily Ozrey and
Abigaille Ozrey portray Talos's surfer girl forms while Duane Henry does Talos's Kree
soldier disguise.

Djimon Hounsou as Korath:

A Kree swordsman and second-in-command of Starforce.[28][29] Hounsou explained that
Korath was "at his infancy" in the film compared to his appearance in Guardians of the
Galaxy (2014), but was "still a humorless machine".[30]

Lee Pace as Ronan the Accuser:

A high-ranking Kree official.[28][31] Compared to his appearance in Guardians of the
Galaxy, Ronan is not yet a "radical zealot", with his role in the Kree military intersecting
with Starforce "in an interesting way".[25]

Lashana Lynch as Maria Rambeau:

One of Danvers's oldest friends and a fellow Air Force pilot who goes by the call sign
"Photon". She is a single mother to daughter Monica. Lynch described Rambeau as
"resilient" and someone "that you don't feel like you need to help".[32] Larson called
Rambeau "the representation of love" in the film and "an incredible badass". She
described the friendship between Danvers and Rambeau as equal, with "a playful
competitiveness [and a] mutual respect".[33] Like Larson, Lynch met with active duty
airmen in preparation for the role. In particular, she met with pilots who are also mothers.
Lynch was excited to portray a character the audience would be proud of and could
relate to, especially mothers and members of the black community, helping to continue
"a real through-line" for African-American characters in the MCU after Black Panther
(2018).[32]

Gemma Chan as Minn-Erva:

A Kree sniper and member of Starforce.[30][34] Chan explained that Minn-Erva was "the
star of Starforce" before Danvers joined the team and is "slightly threatened by someone
else who has come in and is also very talented."[30]

Annette Bening as the Supreme Intelligence and Mar-Vell / Dr. Wendy Lawson:[35]
An artificial intelligence that is the collective embodiment of the greatest minds of the
Kree people, and the ruler of the Kree Empire.[36][37] The Supreme Intelligence appears
in different forms to each person, specifically as Dr. Wendy Lawson to Vers. Jude Law
stated each member of Starforce has a "particular relationship" with the Supreme
Intelligence, and that his character has a "divine sense of purpose because of his
relationship with this greater being".[25] Bening also portrays rebel Kree scientist Mar-
Vell, who uses the name of Dr. Wendy Lawson to disguise herself on Earth. As Dr.
Lawson, she was also Danvers's old boss.[35]

Clark Gregg as Phil Coulson:

A rookie agent of S.H.I.E.L.D. who works closely with Fury.[20] Gregg stated that Coulson
would be younger in the film and "a bit of a new guy in S.H.I.E.L.D. ... It's the earliest we
will have seen him [in the MCU], so when he says, 'Mr. Stark, this isn't my first rodeo' in
Iron Man (2008), this is maybe the rodeo he's talking about."[38] He felt "there was
something really special about going back to the early days when [Coulson] was just kind
of coming up the ranks" and had to work to portray Coulson "a little less crusty and
jaded" as he is in the present of the MCU.[20] Responding to the fact that Coulson has
encountered the Kree on the MCU television series, Agents of S.H.I.E.L.D., Schwartz
stated that in Captain Marvel, Kree is not even "part of his vocabulary yet", and the film
gets "to focus on him as he is so we don't need to worry about the stuff he's going to
encounter later".[39] Like Jackson, Gregg was digitally de-aged by 25 years.[26]

Jude Law as Yon-Rogg:[19][40]

The commander of Starforce and Danvers's mentor, who trains her to use her new
powers.[11][41][42] Law said that his character is "driven by a belief in the divine leadership
of the Kree people. So he's almost a devout warrior—unquestioning, conservative, but
inspirational." Law also stated that his character has a special relationship with Danvers,
whom he views as a protégée, which becomes a source of tension in the film with the
other members of Starforce. Robert Downey Jr., who portrays Tony Stark in the MCU
films and who co-starred with Law in Sherlock Holmes (2009) and its sequel (2011),
counseled him on working with Marvel before Law took the part.[34]

Additionally, Algenis Pérez Soto and Rune Temte portray Att-Lass and Bron-Char,
respectively, both members of Starforce; Att-Lass is the marksman of the team, while
Bron-Char is the "bigger, stronger guy who fights with his fists".[15][29] Maria's daughter,
Monica Rambeau appears, played by Akira Akbar as an eleven-year-old, while Azari Akbar
portrays her as a five-year-old.[19][43] Sharon Blynn portrays Soren, Talos' wife.[44] Robert
Kazinsky appears as a biker nicknamed "The Don".[19] Vik Sahay plays a Torfan.[19] Chuku
Modu portrays Soh-Larr.[19] Colin Ford appears as Danvers's brother, Steve,[19] while
Kenneth Mitchell plays their father.[19] Danvers's comic book cat Chewie (named for the
Star Wars character Chewbacca) appears in the film, renamed Goose for the Top Gun
(1986) character Nick "Goose" Bradshaw,[25][45] and is portrayed by four different cats,
Reggie, Archie, Rizzo and Gonzo. Each cat was chosen based on their actions and
personalities.[25]

Real life air force pilots Matthew "Spider" Kimmel and Stephen "Cajun" Del Bagno appear
as themselves.[19] Del Bagno died months prior to the film's release,[46] and it is dedicated
to his memory.[47] Captain Marvel comic book writer Kelly Sue DeConnick has a cameo as a
train station passerby,[25] and Stan Lee, co-creator of the first Captain Marvel, appears
posthumously as himself as a train passenger memorizing the lines for his Mallrats
cameo.[48] Chris Evans, Scarlett Johansson, Mark Ruffalo, and Don Cheadle appear as
Steve Rogers / Captain America, Natasha Romanoff / Black Widow, Bruce Banner / Hulk,
and James Rhodes / War Machine in the mid-credits scene, which ties directly to Avengers:
Endgame.[6]

Production

Development

By May 2013, a script for a Ms. Marvel film—the moniker We've been talking a lot
used by the character Carol Danvers before she took the about archetypes and what
mantle of Captain Marvel—had been written for Marvel we want this movie to be
Studios through its writing program.[50] Later that year, about and just how to write a
executive producer Louis D'Esposito said the studio was strong female superhero
without making it Superman
interested in a female-driven superhero film and had
with boobs ... we'll catch
plenty of "strong female characters" from which to
ourselves and say, 'Wait a
choose, suggesting Captain Marvel, Black Widow, Pepper
minute, what are we saying
Potts, or Peggy Carter as possible candidates.[51] Kevin [here] about women in
Feige, President of Marvel Studios, said that if Marvel was power?' Then we have to say,
to make a female-led film, he would prefer it to be a new 'Why are we getting so hung
character to the Marvel Cinematic Universe like Captain up on that? We should just

Marvel, for whom an origin story could be told.[52] In tell the best story and build
the best character.' And then
August 2014, Feige stated that Black Panther and Captain
we have this constant back-
Marvel were "both characters that we like, that
and-forth about how to tell a
development work has been done on, and is continuing to story that is compelling,
be done on", and that the studio is often asked about it by entertaining, moving, kick-
the public, "more than Iron Man 4, more than [Avengers: ass, and fun, and also be
Infinity War]...I think that's something that we have to pay aware of what those larger
attention to."[53] implications might be.

—Initial screenwriter Nicole

In October 2014, Feige announced that Captain Marvel Perlman on creating Marvel
would be released on July 6, 2018, as part of their Phase Studios' first lead female
Three slate of films;[54] it would be the studio's first superhero[49]
female-led film.[55] He said Captain Marvel would be
based on the Carol Danvers version of the character, and
that the film had been in development at the studio "almost as long" as other films like
Guardians of the Galaxy (2014) or Doctor Strange (2016), with one of the main issues
being "figuring out what we wanted to do with it. Her adventures are very earthbound, but
her powers are based in the cosmic realm."[54] Feige said that a writer and director would
be announced "quite soon", and female filmmakers were being considered, though he
could not promise that Marvel would "hire from any one demographic".[56]

In February 2015, Marvel pushed the release date back to November 2, 2018.[57] In early
April, Feige revealed that Captain Marvel had been included in an early draft of the
Avengers: Age of Ultron (2015) screenplay, but was removed as "it didn't feel like the time.
We didn't want to introduce her fully formed flying in a costume before you knew who she
was or how she came to be."[58] He also said that Marvel would announce writers for the
film "in the next week or two",[59] and by mid-April, Guardians of the Galaxy co-
screenwriter Nicole Perlman and Inside Out (2015) co-screenwriter Meg LeFauve were
announced to be writing the screenplay.[60] The duo were put together as a writing team
after impressing Feige with separate takes on the character,[61] and began work on the film
within a month.[62] LeFauve found the character being a female superhero to be both
"wonderful" and a challenge, particularly because of how powerful the character is, which
could lead to the "Superman curse" of being perceived to be invulnerable.[63]

By May, Marvel had discussions with Ava DuVernay about

Larson promoting Captain
Marvel at the 2016 San
Diego Comic-Con
International
directing Captain Marvel or Black Panther (2018),[64] which
Feige confirmed a month later, saying that he had met with
DuVernay amongst a number of other directors and expected a
decision to be made by mid- to late 2015.[65] That September,
Feige said that the casting process would not begin until 2016,
as "we're scripting the film, figuring out who we want Carol
Danvers to be, and really what the structure of the movie will be
and what her part will be in some of our other Phase 3 films."
Producer Jeremy Latcham elaborated that "getting the
character right first is going to lead the charge. We want to
make sure we know who it is before we can start figuring out
who should play it."[66] In October 2015, Marvel changed the
release date once again, moving it back to March 8, 2019.[67]

Feige stated in April 2016 that a director would be announced "in the next month or two"
and that the first cast members would be announced in mid-2016. He also mentioned that
the film would be about Carol Danvers becoming Captain Marvel.[68] The next month, indie
filmmaker Emily Carmichael's name surfaced as a possible contender to direct the film,[69]
and by June, Brie Larson emerged as the frontrunner to play Captain Marvel.[70] Larson's
casting was confirmed at the San Diego Comic-Con 2016,[8] for which she was set to earn
$5 million.[71] Larson was initially hesitant to accept the role, but "couldn't deny the fact
that this movie is everything I care about, everything that's progressive and important and
meaningful, and a symbol I wished I would've had growing up."[72] She was able to bring
"some of those [deep emotional] things" she had used in more "dramatic roles" for the
part, which she felt helped set Captain Marvel apart from other superhero films.[9] Also at
Comic-Con, Feige said the search for a director had been narrowed down to "a short list of
10", and was hoping to be able to announce the choice "by the end of the summer".[73]

Perlman revealed in August that the character's origin story had been changed for the film
due to similarities with the DC Comics character Green Lantern,[74] with Feige feeling that
the new version was "very cool and a unique way of telling" her story, centered on Danvers
finding her limitations and vulnerabilities; he added that Danvers is "by far the most
powerful character" in the MCU, and would be a "very important character in our
universe".[75] Producer Nate Moore later said that the film would avoid the traditional
structure of many MCU origin stories, "which is you meet the character, they have a
problem, they get powers at the end of the first act, and the end of the second act they
learn about the powers, the third act they probably fight a villain who has a function of the
same powers";[76] instead, Danvers starts the film having already gained her powers.[11]

In October 2016, Feige admitted that the announcement for a director was taking longer
than he previously expected, and explained that the studio was now waiting for "a little
more of the story [to be] set", so they could talk to potential directors about it. Once again
talking about hiring a female filmmaker to direct the film, Feige said that he did not think it
would be a requirement "to make a great version of Captain Marvel, but it's something we
think is important", even if that female filmmaker does not know a lot about the comics, as
"they just have to fall in love with it once they are presented with it. It's amazing to see all
of the filmmakers read through [the source material] and know, 'Oh, a female's writing it
now' ", speaking in particular to Kelly Sue DeConnick's run in the comics.[75] Feige
expected a director to be announced by the end of 2016;[77] however, Perlman and
LeFauve turned in a script treatment around December, pushing additional meetings with
director candidates into early 2017.[78]

In February 2017, Perlman stated that despite her and LeFauve being hired almost a year
previously, the duo had only recently gotten their "marching orders" for the script, stating
one of the reasons for the delay was figuring out where the film would fit within the MCU.
Perlman also discussed the character's femininity, feeling that it was important to make
sure she is not "somebody who is a hero in spite of her femininity ... being a woman is part
of [her] strength." The writers were also considerate of tropes that could be diminishing to
a female character but not for male characters, "things you wouldn't think twice about for
Iron Man but you would think twice about for Captain Marvel."[13]

Pre-production

Marvel hired Anna Boden and Ryan Fleck to direct Captain This is not a superhero who's
Marvel in April 2017, after the duo impressed the studio perfect or otherworldly...
"time and time again" over numerous meetings with their what makes her special is
vision for the character and because of their experience just how human she is. She's
working in both television and film.[79] Feige said that he funny, but doesn't always tell
good jokes. And she can be
and Marvel were particularly impressed with Boden and
headstrong and reckless and
Fleck's ability to create character-driven stories in all of
doesn't always make the
their works, adding, "The stories they've told have been
perfect decisions for herself.
so diverse, but regardless of the subject matter, they can But at her core, she has so
dive into it and hone in on that character's journey." much heart and so much
Ultimately, Feige felt the film "needs to be about the humanity—and all of its
three-dimensional, multilayered Carol Danvers character. messiness.
You have to be able to track her and follow her and relate —Co-director Anna Boden on
to her at all points of the movie, regardless of how many the film's title character[11]
visual effects and spaceships and bad guys are filling the
frame."[80] Filming was scheduled to begin in January
2018, at Pinewood Atlanta Studios in Fayette County, Georgia,[81] but Feige said he did not
expect it to begin until February.[82]

By July 2017, Samuel L. Jackson was set to appear in the film, reprising his role as Nick
Fury.[83] Larson, who worked with Jackson on Kong: Skull Island (2017), pushed for Fury's
presence in the film.[84] At the 2017 San Diego Comic-Con, Feige revealed that the film
would take place in the 1990s and that the Skrulls would be the film's villains, allowing
elements from the "Kree–Skrull War" (1971) comic book storyline to be used.[21][85] By
setting the film in the 1990s, Feige noted that Danvers would "be the singular hero" while
still giving her a definitive placing in the MCU timeline.[22] Executive producer Jonathan
Schwartz said setting the film in the 1990s came about "very early in the development
process... as a way to kind of let the character carve out her own space in the Cinematic
Universe and give her a lot of thematic weight and significance to the Universe." The film
would also be able to make connections to plot details to past films in the MCU set later in
the timeline.[25] Regarding the elements from the "Kree–Skrull War" used for the film,
Schwartz said some paranoia elements would be featured but would not be related to the
Anti-Superhero Act as in the comics. He added that the Kree-Skrull conflict is "much more
of a kind of backdrop and mythological underpinning for the movie than it is a direct lift of
that plot like [Captain America: Civil War] was."[39] In response to this announcement,
Graeme McMillan of The Hollywood Reporter compared the film to Captain America: The
First Avenger (2011) and the DC Extended Universe film Wonder Woman (2017), as they
were also set decades before present day. By setting the film in the 1990s, McMillan felt it
would create the question of "what happened to Captain Marvel to take her off the playing
field ahead of the Marvel movies that we've seen to date?", and noted Danvers' story might
echo the "Captain America narrative", where "a hero from the past... disappears from the
world before re-emerging".[86]

Also in July, the California Film Commission awarded a

$20.7 million tax credit to the production,[87] going
towards the first $100 million spent on qualified in-state
expenditures,[88] making California the main filming
location for Captain Marvel. D'Esposito called this "very
exciting" given Marvel Studios' headquarters and post-
Directors Ryan Fleck and Anna production facilities are also in the state, allowing them to
Boden speaking at The Pentagon in streamline the production process for this film and
March 2019
others.[87] Awarding of the tax credit was dependent on
filming beginning within 180 days.[89] Marvel planned to spend $118.6 million filming in the
state, for a net of $97.8 million after the tax credit was applied.[90] Schwartz said one of the
reasons Los Angeles was chosen for filming was because "not a lot of big movies shoot in
LA anymore, so it weirdly feels like fresh territory for a movie like this. I think we really like
the idea of shooting LA for LA, especially 90s LA for LA, which is so specific and cool."[91]

Geneva Robertson-Dworet was hired by mid-August to take over the scripting duties for
Captain Marvel after LeFauve left the project to co-direct Gigantic for Disney Animation.[92]
Perlman also left the project, but stated that the story she and LeFauve had worked on in
earlier drafts would be retained in the final screenplay.[93] Robertson-Dworet described the
film as an action-comedy, and likened her script to an initial one she wrote for Tomb Raider
(2018) before that film took a more dramatic tone. She added that it was important to the
entire creative team to keep the comedic elements of the film and the "very funny voice" of
the character, since Danvers "is one of the funniest comic book characters. She's so sassy,
she's such a smartass, she won't take shit from anyone". Robertson-Dworet also credited
Boden for helping to shape Danvers' voice in the film and the desire "to carve our own path
and make sure we weren't retreading the same territory [after the release of Wonder
Woman], and showing all facets of what women are capable of."[94] Feige added that
Captain Marvel would have "homages to our favorite '90s action films", such as the action
from Terminator 2 (1991), "cool street level fights, street level car chases, and fun stuff like
that", since the 1990s action genre was one Marvel Studios had yet to explore. He also
stated much of the film would take place in outer space.[22] Terminator 2, RoboCop (1987),
The French Connection (1971), and The Conversation (1974) served as influences on
Captain Marvel for Boden and Fleck. Speaking specifically to RoboCop, the directors were
drawn to "this idea of a character who's finding himself and finding his past" from that film
and how it could connect to the story they were telling in Captain Marvel.[95] DeConnick
and quantum physicist Spyridon Michalakis, of the Institute for Quantum Information and
Matter at the California Institute of Technology, consulted on the film.[33][96]

By October, filming was slated to begin in March 2018. Feige said the film would be "a big
part" in setting up Avengers: Endgame which was scheduled for release after Captain
Marvel.[97] Ben Mendelsohn entered negotiations to join the film as the main villain,[98]
having previously worked with Boden and Fleck on their film Mississippi Grind (2015). They
had him in mind for the Captain Marvel villain when they first began working on this film's
story, and once they had met with him about the role, Mendelsohn "quickly agreed to
pursue" it.[99] By November, Jude Law was in negotiations to join the film, which at the time
was reported to be the role of Walter Lawson / Mar-Vell.[41] In January 2018, DeWanda
Wise was cast as Maria Rambeau,[32][100] and Mendelsohn and Law were confirmed to
have been cast.[100]

Filming

Location shooting occurred at the end of January

2018.[101][102] Set photos taken at that time showed
Larson in a green and black uniform instead of the
character's familiar red and blue suit. Feige responded by
saying that Marvel accepts the risk of set photos being
leaked as a consequence of location shooting, and felt
that "most people are savvy enough to know they're Filming of Captain Marvel at Edwards
Air Force Base in April 2018
looking at a behind-the-scenes photo, completely out of
context." He added that a large number of scenes in the film would be shot on location.[102]

A month later, Gemma Chan joined the cast as Minn-Erva.[103] In mid-March, Wise
withdrew from the film due to a scheduling conflict with her television series She's Gotta
Have It.[104] Lashana Lynch entered into negotiations to replace Wise the next day,[105] and
was confirmed for the role by the end of the month. At that time, Djimon Hounsou, Lee
Pace, and Clark Gregg were set to reprise their respective roles of Korath, Ronan the
Accuser, and Phil Coulson from earlier MCU films; as those characters were all killed in
their previous appearances, Richard Newby of The Hollywood Reporter described the film
as a unique opportunity to "strengthen the presence of [the characters] who may not have
lived up to their potential" and to allow their actors "a chance to bring more to their
roles".[106] Algenis Perez Soto, Rune Temte, and Mckenna Grace were also announced as
cast,[15][28] with Marvel adding that Boden and Fleck, as well as the writing team of Liz
Flahive and Carly Mensch, had worked on the screenplay in addition to LeFauve, Perlman,
and Robertson-Dworet.[15] Bek Smith, who previously worked in Marvel's screenwriter
program, performed uncredited production rewrites.[107][108]

Principal photography began on March 19 in Los Angeles,[109] at Sony Studios under the
working title Open World.[25][110][111] Schwartz stated Open World was chosen as a working
title because, at the point they needed to choose the title, the film felt "like an open world
video game in a lot of ways. Like, it was a movie that could be a lot of different things."[25] A
carnival scene, set in 1986 and featuring Danvers and Fury, was filmed later that week at
the Jim Hall Racing Club in Oxnard, California.[112] Filming of Captain Marvel in Los Angeles,
along with other big-budget films that took advantage of California's improved tax credit
program, helped raise on-location feature film production in the area by 11.7% in the first
quarter of 2018, compared to the same period in 2017, the first such double-figure increase
since the fourth quarter of 2015.[113] Filming at Shaver Lake outside Fresno, California was
set to take place in April[114] but was pushed back to mid-May.[115][116] In late April, Feige
stated that filming was a little less than halfway completed.[23] The following month,
Annette Bening joined the cast in an undisclosed role.[36] Additional location shooting in
and around the Los Angeles area included Simi Valley, Edwards Air Force Base, and
Lucerne Valley.[117] In late June, production moved to Baton Rouge, Louisiana and New
Orleans for two weeks.[15][118] In addition to the previously announced writers, Bek Smith
worked on production rewrites for the screenplay during filming, after spending a year in
Marvel's writers program.[119] Because Larson is allergic to cats, her scenes with Goose
were filmed using either a CGI cat or a realistic puppet.[120] Filming concluded on July
6.[121]

Cinematographer Ben Davis shot primarily on large-format Arri Alexa 65 cameras. First
Assistant Camera Bill Coe said, "[Davis] liked the Alexa 65 for how it rendered the fabric...
With all the different costumes featured, that was pretty important.[122] Davis, who served
as director of photography for his fourth time in the MCU after Guardians of the Galaxy,
Avengers: Age of Ultron, and Doctor Strange (2016) said,[15] "On Captain Marvel, we had
the benefit of a story that is set in the 1990s. There was an existing visual language and a
point of departure for decisions about color, camera movement and so on. On Guardians,
we were building a world from scratch."[123] To achieve the 1990s esthetic, Davis first
attempted to utilize post-production techniques to convey a period look, but found that it
just softened the image. He then tried using vintage Cooke Panchro and Canon K-35
lenses but they were not compatible with the large-format of the Arri Alexa camera
system.[124] To solve the problem, Davis enlisted Dan Sasaki of Panavision to "tailor-make"
lenses for the period scenes and said, "Dan's tailor-made lenses were so beautiful, I
couldn't help myself; I wound up sneaking them on closer views during the alien stuff too."
"The choice of lens was key because the camera is either following her or leading her into
these new environments. When [Danvers] arrives on Earth, it can't be that you're already
there and watch her arrive; you have to go along with her in order to feel the emotional arc
she travels", Davis continued.[122]

Post-production

Additional photography was confirmed to have begun via set

photos in late November 2018.[126] With the release of the
theatrical poster in early December, Marvel updated the writing
credits for the film, crediting Perlman and the writing team of
Joe Shrapnel and Anna Waterhouse for the film's story, with
Boden, Fleck, Robertson-Dworet, and Jac Schaeffer receiving
screenplay credit.[127] Schaeffer was previously hired by Marvel,
earlier in 2018, to write the screenplay for their planned film
Black Widow.[128] Bening's and Law's roles were officially
confirmed in February 2019 as the Supreme Intelligence and Jackson in One Eight Seven
(top) and in Captain Marvel
Yon-Rogg, respectively.[37][40] The mid-credits scene (bottom). 187 (1997) was
showcasing Captain Marvel meeting the Avengers was directed used as a primary reference
by Anthony and Joe Russo. Boden said, "It's really a direct lead- to de-age Jackson in
Captain Marvel, which is set
in to their movie. They came up with the concept for it".[6] in 1995.[125]
Marvel modified their production logo to honor Stan Lee, who
died on November 12, 2018, by replacing the Marvel characters with Lee's MCU cameos,
accompanied by a black screen reading "Thank You Stan". Feige stated this was done
because "It felt like the first film to be released after his passing needed to recognize him
right off the bat... not in a mournful way, but in a celebratory way, right at the start of the
film."[129]

The film was edited by Elliot Graham and Debbie Berman; it marked Berman's third time
editing a Marvel film, after Spider-Man: Homecoming (2017) and Black Panther, which she
edited with Dan Lebental and Michael P. Shawver, respectively.[130] It was edited using Avid
Media Composer software in the Avid DNxHD codec on Apple computers.[131] Berman first
started moving toward the job when she was working on Homecoming and Boden and
Fleck were brought on, and was hired for Captain Marvel the first week she was working on
Black Panther.[130] In addition to Graham and Berman, the editing team was made up of
first assistants Jessica Baclesse and Kimberly Boritz, second assistants Basuki Juwono and
Christos Voutsinas, assistant editor Joe Galdo, four visual effects editors, and additional
finishing and music editors, among others. Berman spoke fondly of this large team, saying
"If those other things are taken off your plate, your focus can be where it needs to be,
which is telling a story."[131]

Visual effects for the film were created by Animal Logic, Cantina Creative, Digital Domain,
Framestore, Industrial Light & Magic (ILM), Lola VFX, Luma Pictures, RISE, Rising Sun
Pictures, Scanline VFX, and Trixter,[132] with Lola VFX working on the de-aging of Jackson
and Gregg.[133] Lola VFX looked at several of Jackson's films as a reference for his de-