The cutout character that Vers shoots in the Blockbuster store was originally supposed to be The Mask (1994), with Vers mistaking the green face for a Skrull, but the filmmakers couldn't secure the rights.
When Stan Lee makes his cameo, he is seen reading the script for Kevin Smith's Mallrats (1995) and reciting the line, "Trust me true believer". As revealed on Smith's YouTube page, Stan's health was in decline and he could not muster his trademark enthusiasm so the producers looped in Lee's unused audio from Mallrats.
In February 2019, Marvel launched the official website of the film which emulates design from the 1990s, including HTML frames, a mix of rainbow fonts, pixelated GIFs, a hit counter, a guestbook, and a low-resolution trailer framed inside a window resembling Real Player.
While Monica Rambeau is choosing a new color for Carol Danvers' suit, we can see many references: a red and yellow suit (the colors worn by DC's Captain Marvel, currently known as Shazam) a black and golden suit (the colors of Carol Danver's Ms. Marvel suit) and a white and green suit (the classic Kree armor suit colors in the comics)
When Larson showed up on set to film the post credits scene, she got a redacted script page with everything blacked out except for her own line. There were no actors present. The crew couldn't even tell her to whom she was speaking. The other actors filmed it seperately. Brie Larson was digitally inserted into the scene afterwards.
Jude Law took counsel from his Sherlock Holmes (2009) co-star Robert Downey Jr., who plays Iron Man in the Marvel Cinematic Universe, on appearing in this movie. Law stated, "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."
There were concerns that Brie Larson was too young to portray a pilot. Screenwriter Nicole Perlman consulted with the U.S. Air Force, who said it was possible for someone between twenty-eight and thirty-four to become an accomplished pilot like Danvers.
Pancho's Bar is a reference to female aviator Pancho Barnes and The Happy Bottom Riding Club that was the hangout of test pilots from what would become Edwards Air Force Base in The Right Stuff (1983). While in the Blockbuster store, Carol (then known as Vers) picks up a VHS cassette of The Right Stuff. Carol had once been a test pilot at Edwards.
To prepare for her role as Captain Marvel, Brie Larson trained for four hours a day over nine months, learning judo, boxing, and wrestling. 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, who died in a crash and whom the movie pays tribute in the credits. He, and other members of the unit, had given Brie Larson the callsign "Sparrow".
Both Marvel and DC had a superhero named Captain Marvel, the DC version being better known as Shazam. After lengthy legal proceedings, Marvel won but in order to retain their copyright, they required to publish Captain Marvel comic books. Not being a popular, money-making character, Marvel fulfilled this requirement by publishing a series of one-off comic books over a series of years. Also as part of the deal, the DC version was not allowed to use the same character name on the cover, so the title is Shazam after Captain Marvel's (Billy Batson's) catchphrase SHAZAM which is also the name of his mentor.
Fury mentions that he likes to operate in locations that start with the letter "B" because he can make them rhyme. In Captain America: The Winter Soldier (2014), Alexander Pierce talks about a rescue mission that Fury initiated, against orders, in Bogotá.
Most songs featured in the movie are sung by 90s female singers; Des'Ree [You Gotta Be], No Doubt [Just a Girl], Garbage [I'm Only Happy When It Rains], TLC [Waterfalls], Salt-N-Pepa [Whatta Man], among others.
The Nine Inch Nails (NIN) t-shirt worn by Carol is a bootleg. According to Rob Sheridan, the band's former art director, the rectangle surrounding the NIN wordmark should be the same width as the typography found in the logo. Marvel subsequently reached out to Nine Inch Nails, and an official NIN t-shirt commemorating Captain Marvel became available.
Maria Rambeau's pilot call sign is Photon. In the comics her daughter Monica Rambeau gained superpowers similar to Captain Marvel and briefly took on the title of Photon (She had other titles too - Captain Marvel, Pulsar, Spectrum).
As a large portion of this film is set in space, and presumably because the Kree use similar technology; the iconography of location displays (font, coordinates) within the film when shown on screen is very similar, if not identical, to the location displays from the Guardians of the Galaxy films.
A nod to the original character is Captain Marvel's combat helmet she wears during her missions and in outer space. The helmet features the iconic mohawk haircut Captain Marvel was often portrayed wearing in the comics. There was some debate among fans regarding Brie Larson's hairstyle, with many fans claiming it is too long and not similar enough to the usual short hairstyle Captain Marvel has in the comics.
This film is based on the "Kree-Skrull War" storyline, which was written by Roy Thomas and published in The Avengers issues 89-97 between June 1971 and March 1972. Carol Danvers only had a small role in the story, before she received her superhuman abilities (in 1977).
This film marked the second directing pair in the Marvel Cinematic Universe after the Russo Brothers (Joe Russo and Anthony Russo), this time Ryan Fleck and Anna Boden. Boden was also the first female director for a Marvel movie.
Movies listed as references include Gimme Shelter (1970), Eternal Sunshine of the Spotless Mind (2004), The French Connection (1971), The Conversation (1974), The Godfather (1972), Star Wars (1977), and Top Gun (1986).
While this isn't the first movie with a female superhero, it is the first to be written primarily by women. Supergirl (1984), Catwoman (2004), Elektra (2005), and Wonder Woman (2017) were written by men. The closest was Catwoman (2004), which gave a writing credit to Theresa Rebeck. However, that movie also had three male writers credited.
"We went through so many songs that we experimented with for this sequence," says Fleck about the fight scene they eventually scored with No Doubt's "Just a Girl." They looked at tracks from the 60s, 70s, and 80s, but they finally decided to go with the obvious choice.
In the finale, Carol puts her old Air Force flight jacket over her Captain Marvel costume. This is in keeping with the mid-1990s cliche of superheroes wearing "edgy" costumes which invariably included a leather flight jacket.
When Vers/Captain Marvel is looking around the bar and remembering past experiences there, she notices the arcade cabinet for a Street Fighter video game. Since the release of X-Men vs. Street Fighter (1996) in 1996, one year after the year this movie is set, Capcom has published fighting video games that pit their characters against Marvel superheroes. However, Captain Marvel did not appear in any of them until Marvel vs. Capcom: Infinite (2017), released in 2017.
This film is NOT the chronological introduction of the Kree race. In Season 5 of Agents of S.H.I.E.L.D. (2013), the agents were kidnapped, taken into the future and held captive by the Kree. However, the alien corpse from which the TAHITI project sprang in earlier season was Kree. The Kree also appear in "Guardians of the Galaxy" (specifically, Ronan the Accuser).
This is the first Walt Disney Studios Motion Pictures-distributed film not to stream on Netflix, after Disney decided to let their licensing deal with Netflix expire. Disney plans on releasing this movie on their subscription service, Disney+.
This is the second Marvel film to feature a main character (protagonist/antagonist) who is a U.S. service academy graduate but the first to explicitly show that character's time as a cadet/midshipman on screen. Whist Erik Killmonger's time at the United States Naval Academy is only alluded to in Black Panther (2018), revealing that he commissioned from Annapolis at the age of 19 (presumably as a U.S. Navy SEAL officer), this film includes a clip of Carol Danvers attempting to complete an obstacle course as a Basic Cadet during Second Beast (pre-Fall Semester boot camp for first-year students) at the United States Air Force Academy. It's also worth noting that she is not the first Air Force grad to grace the MCU screen as James Rhodes (War Machine) has been known to sport a USAFA grad ring on one of his fingers.
This film marked Jude Law's debut in the Marvel Cinematic Universe as the Kree named Yon-Rogg. Law previously starred in Sherlock Holmes (2009) as Dr. John Watson, appearing alongside Robert Downey Jr. as Sherlock Holmes and Rachel McAdams as Irene Adler. Downey Jr. is also part of the cast of the Marvel Cinematic Universe, having played Tony Stark since his role in Iron Man (2008); Rachel McAdams is a part of the MCU as Dr. Christine Palmer in Doctor Strange (2016). The cast of the MCU now also includes Martin Freeman and Benedict Cumberbatch, who also played Watson and Holmes in Sherlock (2010).
This second film in the MCU to have Pulp Fiction references since Captain America: The Winter Soldier (2014). In this film, there's a shot of Phil Coulson and Nick Fury in the car which is the same shot of John Travolta and Samuel L. Jackson, the cup Talos sips on is a reference to Pulp Fiction (1994) when Jackson's character, Jules Winfield, borrows a cup to wash down the burger. And the opening of the glowing lunchbox references the briefcase. In CA:TWS, on Nick Fury's tombstone, there's a scripture that says, "The path of the righteous man Ezekiel 25:17" which Winfield recited in Pulp Fiction.
Near the phone booth is a poster advertising a concert taking place on Friday and Saturday, September 15-16, 1995. On the bill are Bush, Hum, and Toadies; all of which were bands that were active at the time. The venue is the Warfield Auditorium in San Francisco.
Captain Marvel (Carol Danvers) in the Marvel Universe and Supergirl (Kara Danvers) in the DC universe share the same surname; Danvers. Kara Danvers was adopted by the Danvers family. Both have similar superhuman powers.
Monica chides her mother for not wanting to fly a suicide mission against a technically more advanced alien force, asking if she'd prefer to stay home and watch The Fresh Prince of Bel-Air (1990). The title character of Fresh Prince is played by Will Smith who, as Captain Hiller in Independence Day (1996), would fly a suicide mission against a technically advanced alien force. Once Monica helps Carol to redesign her uniform, she describes Carol's new look as "Fresh."
Captain Marvel blasted up the movie poster "True Lies". Bill Paxton play Simon in True Lies and also played John Garrett in Agents of S.H.I.E.L.D. (which could result to be a universe-paradox, like Samuel Jackson playing Nick Fury in the MCU and also Mace Windu in Star Wars, which are mentioned that exist in the MCU)
The trivia items below may give away important plot points.
Nick Fury tells Goose, "I'm trusting you not to eat me," towards the end of the movie. Shortly afterwards, Goose scratches Fury, causing him to lose his left eye as he is seen at the very end with a patch over his left eye. This is a callback to Captain America: The Winter Soldier (2014) where Fury tells Captain America, "Last time I trusted someone, I lost an eye."
Lee Pace reprises his role as Ronan the Accuser in this film. However, he does not wear his iconic face paint of Xandarian blood because this movie precedes Guardians of the Galaxy (2014) wherein he first applies it.
The filmmakers discussed various options as to how Fury would realize that Keller was actually a Skrull named Talos before settling on the man referring to him as Nicholas. Boden's favorite had Fury point out to Keller that his shoe was untied and then have Keller wholly unaware as to how to tie it.
Samuel L. Jackson (Nick Fury) and Clark Gregg (Phil Coulson) were digitally de-aged in order for their characters to look like their younger selves, since the movie is set in the 1990s. This was the first time Marvel did de-aging for characters for an entire movie. They previously used this tactic in Ant-Man (2015), Captain America: Civil War (2016), Guardians of the Galaxy Vol. 2 (2017), and Ant-Man and the Wasp (2018), but only for flashback scenes. They also did it to Tony Stark when he was presenting to his college with his parents right before they died
Carol's powers came from an exploding Pegasus ship engine. We later learn the engine was powered by the Tesseract, making Captain Marvel the first (chronologically) MCU hero whose powers are derived from an Infinity Stone. (The space stone is hidden within it.) Wanda Maximov/Scarlet Witch and her brother, Pietro/Quicksilver, would become the second two (the Mind stone), followed by Vision (also the Mind Stone)
In the film, Carol Danvers visits a bar called Pancho's, where she has flashbacks of her previous life on earth as a test pilot for the Air Force. Pancho's Bar, named after Pancho's Happy Bottom Riding Club, was a real bar/ranch/hotel, located near Edwards Air Force Base in the Mojave desert, in the 1940s. It was once home to many famous test pilots including Chuck Yeager, Robert Anderson, Jack Ridley, Jimmy Doolittle and Buzz Aldrin. It was owned by Pancho Barnes, a female aviation pioneer. She was an air-race pilot and Hollywood stunt pilot, and even replaced Amelia Earhart as a record holder for top speed. No doubt, the reference is a double-nod to Pancho Barnes's groundbreaking contributions to women in aviation and to her connection to the Edwards test pilot community.
Throughout the history of Marvel Comics, eight different characters have taken the name "Captain Marvel." This movie features three of them: Carol Danvers (the most famous version, previously known as Ms Marvel), Mar-Vell (the original version, a Kree alien and superhero) and Monica Rambeau (who briefly carried the title of Captain Marvel).
Carol cannot breathe in space without the helmet, which comes out of her suit. However, when she unlocks her full power, she is able to 'breathe'/survive without a helmet, as shown in the climax of the film.
The film is based on Captain Marvel/Ms. Marvel/Carol Danvers, a pilot who gains her super powers during an incident with an alien craft, but her origin incorporates the alien Captain Marvel's, Walter Lawson/Mar-Vell and Khn'nr. Both Kree and Skrull soldiers who come to Earth and decide to defend it. Furthermore, Khn'nr had his memory tampered with which causes him to suffer from an identity crisis, which Carol suffers in this film.
In the comics Mar-Vell was a male Kree who was caught in an explosion while rescuing Carol Danvers and the explosion passed his powers onto her by imprinting his DNA onto hers. In the movie this is changed slightly by Mar-Vell being a female Kree who built the core that gave Carol her powers when it exploded. This marks the fourth time in the Marvel Cinematic Universe that the character portrayed in the film/TV series is the opposite gender of the original version from the comics. The first was Jeri Hogarth in Jessica Jones the third was the Ancient One in Doctor Strange (2016) and the fourth was Ghost in Ant-Man and the Wasp (2018).
This was the first chronological movie appearance of Agent Phil Coulson in the Marvel Cinematic Universe since he was stabbed and, apparently, killed by Loki, in The Avengers (2012). He was later revealed to have survived, as explained on the television show Marvel's Agents of S.H.I.E.L.D. (2013).
To act as an incubator of sorts, Goose swallows the Tesseract for safe transportation. This may be an homage to The Avengers (2012) in which Bruce Banner is approached by Natasha Romanov who briefs him about the Tesseract. His response to her is "What does Fury want me to do, swallow it?"
The use of Nirvana's "Come As You Are" when Vers (Brie Larson) confronts The Supreme Intelligence (Annette Bening) has multiple connotations, as it discusses memories, something Vers is slowly regaining over the course of the film. The song's title coincides with The Supreme Intelligence finally revealing herself as she is, in this case the "unknown enemy" and not the "friend."
In the film, Mar-Vell is killed by Yon-Rogg while the destruction of an experimental engine powered by the Tesseract causes Danvers to gain cosmic powers. In the comics, Danvers got her powers from a similar event, a fight between Yon-Rogg and Mar-Vell, only then Mar-Vell survived and it was an alien device that grants superpowers.
In keeping with the era in which the film is set, the action is inspired by many 1990s action movies. For example, Vers sparring with Yon-Rogg and meeting the Supreme Intelligence inside a giant simulation evokes scenes from The Matrix (1999); the scene where Vers is just able to board a moving train is reminiscent of the finale of Speed (1994), while the dogfight in the canyon at the end is an almost shot-for-shot homage to a similar scene in Independence Day (1996).
Monica Rambeau talks about building a spaceship and flying up to space. Fury says she would need to glow like her Aunt Carol. This may foreshadow the story in a future Captain Marvel film. In the comics, Monica grows up, becomes charged by rays from space and can then fly at the speed of light.
Dr Lawson (Mar-Vell) has brown hair in the film, while the Dr Lawson avatar the Supreme Intelligence uses has gray hair. This makes her resemble Phyla-Vell, in the comics Mar-Vell's daughter who briefly held the title of Captain Marvel, and took other names too (Quasar, Martyr).
They initially debated introducing Ronan as head of the Accuser assault ships during the attack on Torfa, but they eventually decided it would have more impact holding him until later. It also would have given away the Kree's true identity as the villains too soon.
The film reveals how Nick Fury came up with the name for The Avengers when he first founded The Avengers initiative. Fury sees a photo of Carol Danvers when she was a fighter pilot and learns her call-sign was "Avenger".
When Captain Marvel and her allies explore Dr. Lawson's (Annette Benning) lab, there is a sticky note on a computer monitor that reads "What planet are you from?", which was also the title of a 2000 film also starring Benning and the late, fellow MCU alum, Garry Shandling (Iron Man 2, Captain America: The Winter Soldier).
Yon-Rogg is the 5th MCU villain to be revealed through a plot twist following Aldrich Killian from Iron Man Three (2013), The Winter Soldier/Bucky Barnes & Alexander Pierce from Captain America: The Winter Soldier (2014), and Ego from Guardians of the Galaxy Vol. 2 (2017). All other villains were either building up their intentions as a villain, or were clearly evil from their first appearance.
Vers is chastised for using her pulse blast during a martial arts fight, and while it seems perfectly reasonable to help teach someone how to control their power and to know when to use it, it's meant as a negative here when Yon-Rogg does it. It's a complicated idea - the big reveal later on shows that the Kree are trying to limit her meaning this attempt at control is a bad thing, but the idea in general remains a responsible one that we teach to our kids every day.
Among the VHS tapes on the shelf are Hook, First Knight, Jumpin Jack Flash, Junior, and Just Cause. The one she examines is the Right Stuff, which is about test pilots who join the space program. Among the planes tested was the Lockeed F104, which was able to fly from the ground to the edge of the atmosphere. Danvers' blocked memories are about her being a test pilot who took an experimental plane and flew it from the ground to the edge of the atmosphere.