CAPTAIN MARVEL (2019) Production Notes

With many years of source material in the comics, the filmmakers were drawn to a run of comics by Kelly Sue DeConnick , whose take on the character would be the general inspiration for the film. Executive producer Jonathan Schwartz explains why that particular run of the comics was a great jumping-off point in developing the story and screenplay.

With the release of "Captain Marvel," Marvel Studios launches its highly anticipated, female-led franchise into the ever-growing Marvel Cinematic Universe. Commenting on what made Captain Marvel the right choice for the newest member of the cinematic universe, producer Kevin Feige says, "We thought it was the right time to finally introduce Captain Marvel to the world. She's one of the most popular characters and one of the most powerful characters in the comics and will now be the most powerful character in the Marvel Cinematic Universe."

Continuing, he adds, "We've always had powerful female characters and heroes in our films. But having a female Super Hero franchise title character for the first time feels overdue, and it's something that we have been excited about for a long time, and we can't wait to deliver it to the world."

"Carol Danvers has always been a character fans have had a lot of love for, and she has a really unique and cool voice in the comics," adds executive producer Jonathan Schwartz. "What we wanted to do with 'Captain Marvel' was to give Carol a chance to carve out her own space in the universe and not fit her into the existing continuity or have her show up suddenly on the scene, but really give her a lot of rich, deep connection to the core of mythology of the MCU. It's exciting that we get to introduce fans to this amazing character who has such a deep and abiding fan base in the Marvel Universe."

With many years of source material in the comics, the filmmakers were drawn to a run of comics by Kelly Sue DeConnick, whose take on the character would be the general inspiration for the film. Executive producer Jonathan Schwartz explains why that particular run of the comics was a great jumping-off point in developing the story and screenplay.

"Much like the Abnett and Lanning comics formed the foundation of the 'Guardians of the Galaxy' films, from the standpoint of character and voice, we decided to go back to writer Kelly Sue DeConnick's run on 'Captain Marvel,'" explains Schwartz. "That run dealt with Carol Danvers in a great way and really made her a fully realized character for the modern era in which she finally assumed the mantle of Captain Marvel. There was a voice and tone for that character that felt very cinematic, and we were really excited to dig into and bring to life on the big screen. There were also a few other aspects that we were excited for in that run. One of them being that she gets to be the bridge between the cosmic side of the universe and the earthbound side of the universe."

Comic-book writer Kelly Sue DeConnick explains the inspiration for her take on the character in her run of "Captain Marvel" comics. "My dad was in the Air Force, and I grew up on the base," says DeConnick. "When I pitched Marvel to write a run of comics, I basically said my inspiration was Captain Marvel or Carol Danvers as Chuck Yeager. For me, it was about the metaphor of flight and really kind of exploring that and escaping the bounds of our fears and our doubts about ourselves. That was thematically a lot of what I wanted to inject into the character."

For the comic-book writer, the news that Captain Marvel was going to the big screen was music to her ears. "When they first announced this movie," says DeConnick, "I knew it would be a huge step forward and would be important in the cultural zeitgeist. The message that it sends to little girls and women of all ages is something that renders me inarticulate, truly."

DeConnick adds, "For me, and hopefully many others who will see the film, she will not just be a female superhero; she will be looked upon as simply a superhero."

Part of what made Marvel filmmakers excited about "Captain Marvel" was how "Black Panther" took on serious themes and issues about being black. Similarly, "Captain Marvel" deals directly with feminism and equality. As Jonathan Schwartz explains, "We were all really excited about finding the story and having it infused not only with fun sci-fi action and adventure, but with very real issues like female empowerment and equality, which is one of the key themes of the film."

Filmmakers decided to set Carol Danvers' story in the 1990s-a first for the MCU. In this preAvengers time period, cell phones were just phones, pagers were in, internet cafes were the rage and video rental stores dotted the landscape.

"We were really intrigued with the idea early on to explore a time in the MCU that we hadn't seen before in the '90s," says Feige. "It also allowed us to tap into '90s nostalgia, which, having grown up and been through college and graduated college in the '90s, makes me feel old. And now there's this nostalgia for everything '90s, and it felt that it would be fun to also tap into that period stylistically and cinematically with the '90s action films."

The next order of business for filmmakers was finding the actor to step into role of the Marvel Cinematic Universe's most powerful force, Captain Marvel. And they found that actor in Academy Award winner Brie Larson. "When we found out that Brie Larson might be interested in joining the MCU, we had numerous meetings and pitched her the idea for the film," recalls Feige. "She was a huge fan of the character in the comic, and one of the highlights of my career at Marvel was introducing her at Comic-Con and having her come out on stage and stand with literally almost every other actor from the MCU. She was at the forefront, which was a great foreshadowing for how audiences are going to embrace Brie as this character."

Feige adds about the character, "The great thing with Captain Marvel is that she is human. There's a real person in Carol Danvers who gets these incredible powers and has these amazing adventures in outer space. But, as with all the best Marvel characters, she needs to be very human. So, this is not just about somebody who is incredibly powerful and can fly around and shoot photon blasts out of her arms. It's somebody who's very human, who's very vulnerable, and who has multiple dimensions."

"Brie was the only choice for Captain Marvel," says Jonathan Schwartz. "In the very early stages as we were conceiving the character, we very quickly thought of her, because the character was going to be a combination of emotion and vulnerability, strength and power. We saw all those things in Brie from a very early stage. When you go back through Brie's body of work, you see someone who is an incredible actor and capable of conveying a great range of emotion, but is strong in the way you want Carol to be strong."

Brie Larson recalls those initial meetings about the role and film: "When I met with Kevin [Feige], Victoria [Alonso], Lou [D'Esposito] and Jonathan [Schwartz], they showed me some images and they started talking about the legacy of this character. They were interested in exploring the complexity of being female, exploring emotion mixed with honor, which I felt were two things that are really important parallels that coincide within Captain Marvel. This desire for perfection combined with the leniency of having an open heart, and how there's messiness between those two things. Coming out of the meeting, I quickly realized that this could be the biggest platform I could ever imagine from which to tell this story about the human condition, and walking out I just knew we could deliver something great."

For Larson, being the lead of the first female Super Hero franchise presented an opportunity to put herself in the forefront of breaking new ground in the Marvel Cinematic Universe. "It's such an honor to be part of the Marvel Cinematic Universe, and be part of this legacy of characters and storytelling that is so incredibly meaningful to people," says Larson. "These films are part of what's shaping our culture, who we are, what morals we value. I don't think that I fully understood the scope of what it meant in the cultural zeitgeist until the announcement came out that I was going to be playing Captain Marvel. I've slowly started to grasp the vastness and gravity of it all."

Following Marvel Studios' long history of choosing character-driven directors, the filmmakers brought on the directing team of Anna Boden & Ryan Fleck, who had carved out critical success in the indie film world. Feige remarks, "We always love to look outside the box for filmmakers. And for us it's not really outside the box. It's just finding talented people who might not have done movies on this scale or of this size before, but who've done incredibly clever and unique and special films. Anna Boden and Ryan Fleck have done just that. They've done a number of films that impressed us, and they have a very firm, guiding hand and vision of storytelling."

Feige adds, "We met with them three or four times, and they just understood Carol. They understood her story and the wish fulfillment of Carol's journey of becoming a superhero. They did a lot of work on this character, and it is very special."

Explaining what sparked the directing duo's interest, Boden says, "One of the things that drew us to the character was the fact that she was a really powerful, interesting, unique and independent female character. We are so excited to be telling this story about somebody who's not just powerful but also really complicated and human."

"In researching the project, we started digging into the comics, and we just fell in love with the character, her voice, her grit and her humor," adds Ryan Fleck. "We were trying to figure out how to do this, because we come from a very indie background, but we were aware that Marvel had been making some bold hiring decisions before us with Taika Waititi directing 'Thor: Ragnarok' and Ryan Coogler directing 'Black Panther.' Both are great filmmakers who come from indie filmmaking and very character-based storytelling. When we saw they were hiring directors like that, our interest was really stirred because they're not just after the big spectacle or the big explosion."

In stepping up to direct "Captain Marvel," Anna Boden also became the first female director in the Marvel Cinematic Universe. Sharing her thoughts on taking the helm of one of Marvel's most iconic characters, Boden says, "I feel incredibly honored to be given the opportunity to be here with this awesome group of people. One of the things I love about this movie is what an amazing collaboration it is between women."

For Boden, diving into the complex character of Carol Danvers aka Captain Marvel with Brie Larson in the role was a welcome prospect. "Having Brie Larson in this role is so important because she is such a strong, dynamic and complex person and woman. She brings so much of that to her work and this character. I was so excited at the prospect of creating and developing a character who was just about as dynamic as any character we've ever written in any of our movies. It's thrilling for me to go on that journey with her and create a Captain Marvel character who's very specific and unique. She isn't an everywoman, but she does kind of capture something about what it means to be a woman and what it means to be a powerful woman and ultimately what it means to be human."

Brie Larson, who also got her start in the world of indie films, felt the script was a big win for her and the film. "Anna and Ryan and the other writers worked so hard and diligently on the script and crafting out this structure and story, which made my immersion into the character much more seamless," says Larson. "Anna and Ryan come from the same scrappy indie-film world and were able to easily understand where we were coming from. So, to be with the both of them on a project like this feels super surreal."

Describing the direction in which he and Boden wanted to take the story and the Captain Marvel character, Ryan Fleck says, "We really wanted to explore the life she has and the humanity that grounds her, as that element excited all of us. We felt like we could tell a story that was really about a character journey of reconnecting with her own humanity."

Continuing, he says, "It's also why Kevin [Feige] and Jonathan [Schwartz] and everybody at Marvel were so excited about Brie Larson in the role, because she brings such humanity and strength to this character without being a perfect idealized superhero. Her strength comes with all that swirling human emotion, and that layers a lot of depth to the character."

Boden adds, "We spent a lot of time in a dark room reading by ourselves and learning about this Carol Danvers. We really sparked to the Kelly Sue DeConnick iteration of the character when she took on the mantle of Captain Marvel. It was also very much what Kevin Feige and Jonathan Schwartz were talking about in terms of the character that they were excited to dig into. The character is flawed in certain ways and wildly human even though she is a superhero. She has a sense of humor as well as real grit. She's sometimes a little bit cocky and sometimes a little bit irrational and doesn't make the best decisions for herself."

For Kevin Feige, watching the directors deliver on every level was a great validation of Marvel Studios' instinct in choosing directors for its films. "Anna and Ryan brought a very unique vision to this story and this hero, who has very human origins and yet arises over the course of the film to become one of the most powerful characters we've ever introduced," comments Feige. "They were up to every challenge and elevated the material and film."

(Brie Larson)
A former officer and Air Force test pilot, Carol Danvers becomes the universe's most powerful hero when Earth is caught in the middle of a galactic war between two alien races, the Kree and the Skrulls. Danvers is a maverick and not easily controlled, but through her journey she finds her true self and the path to harness her incredible powers.

In taking on the role of Carol Danvers, Brie Larson quickly found herself immersed in the vast universe of source material from the comics. "I wanted to know everything," says Larson. "So, I read everything I possibly could. I had an app on my iPad that's basically every Marvel comic that's ever been created. I just spent hours upon hours going through it and reading everything. There are different illustrators in the comic books, who all have their own take on her. There's a lot of material for me to work with to create something that can still feel personal to me and can still feel like it's mine. It is smartly crafted, and Carol is incredibly dynamic, which leaves a lot of room to play."

Speaking to what attracted her to the role, Larson says, "This is the most range of a character that I've ever gotten to play before, and it's really cool that it's in something like this. I've never had so much time with a character that has so many different varying levels, which I think was one of the aspects I was attracted to, because in the process you learn a lot about yourself."

She adds, "The thing that I found so unique in Carol, from reading the comics and from the script and learning more about her, was her sense of humor mixed with hyper-intelligence and total capability in whatever challenge comes her way. I realized after going to the Air Force base that the Air Force pilots are like that, too. So, the spirit of her or the core of her is the Air Force."

Commenting on how "Captain Marvel" may make a positive impact on kids, especially girls and young women, Larson says, "Once you know what Captain Marvel inspires within the film, it changes the entire perspective of the rest of the catalogue in this very profound way. It's powerful stuff. Part of what made me feel the stir to do this was when Kevin Feige told me that his daughter hadn't seen any of the Marvel movies and that this would be the first one that she sees. That put things in perspective for me of understanding the potential of what this was and the timing of it."

In the film, Carol Danvers is an Air Force test pilot who, over the course of a very strange adventure, gets amazing superpowers. She is training with Starforce, an elite division of the alien Kree army. As Carol begins her journey in Starforce she begins to realize her true strength level as well as glimpses into her mysterious past.

Describing Carol Danvers, Larson says, "The thing about Carol is that she's two halves. She's Kree and she's human. And the Kree are really incredible warriors, hyper-intellectuals and the best at what they do. Then there's this other part of her that's human, and that is the loving part of her, but it's also the part that makes her kind of sassy and a little brash at times. It makes her really emotional. It makes her aggressive and competitive. It's all of the good and all of the bad in that human side. It's the flaw, and it's the best thing about her."

Larson adds, "I think she's incredibly relatable in that way because we both have two sides of our brains. We have the left and the right brain. We have the logical, and we have the emotional, and we have the war between the two of them. Which one is of most value? And which one we should bring to the table? So, that internal struggle is what keeps playing Carol so interesting for me, because I'm basically playing two characters at once. And that will keep the movie constantly surprising."

"We're tackling this origin story from a little bit of a different way, because Carol Danvers' story sets up the entire MCU, as this film is a pre-Iron Man universe that we're exploring," comments director Ryan Fleck. "It's not meeting her as a human and following a linear trajectory to her becoming a superhero. Carol is trying to figure out how she got from being this human jet pilot to becoming a powerful alien warrior who can shoot photon blasts from her hands."

(Samuel L. Jackson)
In the years following the Cold War, Nick Fury wrestles with his sense of purpose within S.H.I.E.L.D. When Fury crosses paths with Carol Danvers, they become Earth's only hope of stopping a Skrull invasion.

Returning as Nick Fury is Samuel L. Jackson, in his largest role to date in the Marvel Cinematic Universe. With the film set in the 1990s, Nick Fury is at the very infancy of his career as an agent within the government. "Part of the challenge for this particular film is I have two eyes and hair," laughs Jackson. "Since the film takes place over 20 years ago, I had to forget who Nick Fury is at this present-day juncture in the MCU, because he hadn't formed his opinions yet. He's essentially a bureaucrat in one of those government alphabet things. He's still a badass, but he kind of takes orders and listens to the people above him. He still has a light side that we don't see a lot of in those other movies. He has this weird, funny, ordinary-person sense of humor."

Jackson continues, "He's also one of those people who does not believe in extraterrestrials until he meets one, and only then does he realize that he needs to find some people that can do extraordinary things, because the threat's not just coming from the east or the west on this planet. It's coming from out in space."

Describing Nick Fury's role in the "Captain Marvel" story, Jonathan Schwartz says, "Sam Jackson is back to play a younger version of the character. He hasn't lost that eye yet and doesn't need an eye patch. He is a different Nick Fury who thinks his entire career as a spy within S.H.I.E.L.D. was about the Cold War and these earthbound situations that he's been dealing with. Then there's an event that occurs and signifies the arrival of Captain Marvel back onto Earth, which thrusts him into a new adventure and leads him on the path to become the Nick Fury we know and have seen in all the other movies. But at this point he's never seen an alien, and we get to see his first encounter with cosmic events and supernatural events."

Commenting on Fury's relationship with Carol Danvers, Jackson offers, "There is a real buddy-cop element to 'Captain Marvel' with Nick Fury and Carol. When they meet, they are kind of in an adversarial position. They don't have to have a knock-down-drag-out fight to become buddies, but they must come to a place where he understands something about her, and she understands something about him. And there's a level of trust in that belief of who each person is and helping that person discover something. She helps him discover things about himself, and he helps her discover things about herself. And in doing so, they bond in an interesting way."

Jackson adds, "Nick understands that Carol has a level of humanity that she's lost touch with. There's a literal discovery of self in this movie, and not just finding that thing inside you that makes you go, huh! I mean she literally doesn't know who she is. And Nick helps her discover who she is. In doing so, he begins to understand that there is a way to find people who have extraordinary abilities that aren't a threat and who will be helpful. He needs this understanding in order to go on to create the Avengers Initiative."

For Larson, teaming up with co-star Jackson twice before brought a sense of familiarity for her debut in the Marvel Cinematic Universe. "Sam's my family," says Larson. "We are the dynamic duo that the world didn't know that they needed. This is our third film together, and we just love each other and have the best time together. I can talk to him about anything. And he's just a master-class actor. He's just the greatest, and I was so thrilled when I found out that he was going to be right by my side on this one."

"What Brie brings to this film is a level of respect from the audience that I'm talking about," says Sam Jackson. "She's done a very serious movie and won an Oscar. She's done comedies that people loved and laughed at. She's also been in an adventure story that I happened to be in with her where we're running from a big, hairy monster. But she also has this real-life thing of championing women's rights that's very genuine and a great lead to follow for young women in general. For her to become a person with superpowers is an amazing thing, and it's going to resonate with women of all ages. We have done three films together and I love coming to work with her. We laugh a lot, but when she hits the set, the games become serious."

(Ben Mendelsohn)
A proud member of the Skrulls, Talos is a master of shape-shifting. An integral leader of the Skrulls' offensive efforts in the bitter Kree-Skrull War, the fearsome Talos will do whatever it takes to win.

While Carol Danvers is Nick Fury's first encounter with super-beings, she reveals a much larger problem for Nick Fury in the form of the alien Skrulls, who are led by Talos, played by Ben Mendelsohn. "As far as I'm concerned, the Skrulls are like the heavy metal rock stars of Marvel," informs Mendelsohn. "They're kind of like the AC/DC of the alien world. They're three chords. They're direct. They rock, but they're not noise pollution. The fans have been waiting to see them for a long time. The Skrulls, who are basically these tough, lizard-like kind of space pigs, are big and tough and have the ability to do something that makes them very formidable indeed."

Director Anna Boden explains the Skrulls' unique talent that allows them to infiltrate and take over. "Skrulls are these really cool aliens who can shape-shift," says Boden. "They're like the best spies in the world because they can just instantly become part of a culture, and you can't tell that the person you speak to is a Skrull. In the development of the film, we got really excited about the idea of an enemy who could literally be anybody. They could look like your mother, your best friend, the security guard standing over there. It creates this sense of paranoia."

"We did a lot of research on shape-shifting in movies," adds Ryan Fleck. "There have been some good and not-so-good versions of it. But we wanted to give the sense that there was something organic shifting with the skin, something bubbling under the surface. We didn't just want it to feel like a flicker effect or a morph or something that we've seen before. We really wanted to feel like there's some movement involved that takes a little bit of effort. We worked with Ben Mendelsohn on it, and we settled on a very cool process."

While the Skrulls are virtually undetectable once they have shape-shifted, the ability does have one flaw as Ben Mendelsohn describes, "Skrulls can get into your mind and simulate their host, but they are limited as to what they can access. But Talos is not your average Skrull, and as their leader, he is the best shape-shifter in the universe and is a formidable advisory for Carol Danvers and Starforce."

"We've talked about the Skrulls since the very earliest days at Marvel Studios," says Kevin Feige. "They might be the most famous alien race in the Marvel comics. It had always been about figuring out when and where to introduce them. This Captain Marvel story was the right one to bring them into the fold and to introduce the overarching narrative of the Kree-Skrull War, which is one of the most important and groundbreaking storylines within the Marvel comics and now will be the backdrop to the adventures of Captain Marvel."

And what does Mendelsohn think about bringing the Skrulls to the big screen? "It's pretty good to be bringing them to show to the lesser beings, like the humans and the Kree and all these other galaxy fools. Skrulling is good. That's the thing about being a Skrull. Skrulling-it feels so good, feels so right," laughs Mendelsohn.

(Jude Law)
Yon-Rogg, the Starforce Commander, is a highly regarded warrior in the Kree army, which is in a perpetual war with the Skrulls. An imposing leader and Carol Danvers' mentor, the commander of the elite army unit is a hero among the Kree people.

For centuries the Skrulls have been warring with another alien race, the Kree, and Jude Law stepped up to play the Kree Starforce commander, Yon-Rogg. For Law, it was a part he had been secretly waiting for. "Before this film, it kind of felt like a party you've heard about for years, and you know and admire all the people who go, and then you suddenly realize that you haven't had an invitation yet," says Law. "So, to get an invitation is a good feeling, and I'd been a fan for a long time, and being able to step into and be part of the things that I admire and love is a thrill."

Preparing for the role required Law to get up to speed on the "Captain Marvel" characters. "I wanted a quick education in the characters. So, they sent me some stuff, which I read. Then I relied on the script and treated it just as I would any other piece of writing. But here's an interesting story. Captain Marvel was my father's favorite character when he was young. So, he could tell me all about it, from the male iteration into the female iteration. And he knew exactly who my character was." Law adds, "The themes of the stories and conflicts that are laid there in the comic books are timely and social. They feel relevant. They feel political in ways. They're stories of empowerment, of introspection, of learning to confront your ills and your dark sides. It's why they're so popular, I think."

Speaking of the relationship between Carol Danvers and his character, Law says, "Yon-Rogg is a mentor to Carol Danvers. She has been a sort of pet project for him. He feels responsible for guiding and containing her skill sets, honing her abilities and trying to keep her mind from drifting into the more human, emotional places, and becoming therefore more focused and driven and slightly less emotional, which is rather more Kree."

For Law, the opportunity to work on practically built sets on location was an added plus. "In certain areas they constructed the whole set, but what's been great are the locations. You put this kind of hardware and the suits in a lakebed at the right time of day, lit by the brilliant Ben Davis, and it looks like you're in an alien world. It's kind of breathtaking. We've been to some interesting locations. There's also just a sense of excitement when you're making a movie outside. There's just a dynamic and a scale to it all that suddenly enhances everything. It gives you literally a sense of terra firma."

"I could talk about Jude Law all day," praises Jonathan Schwartz. "He's a terrific actor, and he was really passionate about this role and wanted to understand his character from a fundamental level. He relished playing a character that is very complex and layered. His relationship with Carol has many sides to it, and I'm excited for fans to see this Jude Law performance."

(Lashana Lynch)
A former test fighter pilot and Carol Danvers' best friend, Maria is strong-minded and a loyal confidant in Carol's life.

While Carol struggles with figuring out her past in the film, a big part of it is Maria Rambeau, who has been her best friend since their days as test pilots in the Air Force. Lashana Lynch, who makes her American feature film debut playing Maria, describes the special friendship Maria has with Carol, saying, "It's beautiful to see the female relationship that we have-the closeness, the sisterhood, the love-and the fact that it has been them against the world."

About her character, she adds, "Maria Rambeau is a very competent former female test pilot. She is someone who was capable of doing many things in her occupation but didn't necessarily get to fly, being from a male-oriented environment. Carol and Maria became best friends when they were assigned to the same Air Force base and were literally stuck together like glue. And wherever they moved around the world, as you do when you're in the military, Carol was there, being Maria's backbone."

Lynch was thrilled to come into a project that was breaking ground in the MCU. "I've been a big fan for a very long time. I watched all the movies with my friends, and I've been aiming to be a part of the MCU for at least two years now," says Lynch. "I was really excited that Marvel was focusing on their first female Super Hero franchise. To be a part of this project in particular was exciting, because I knew that they were giving Captain Marvel, who is the most powerful Avenger in all the universe, her chance in the limelight and her chance to tell her story from the very beginning so you get to see how everything started."

"Lashana's an amazing actress, and we're very lucky that she agreed to do this, because Maria is Carol's heart and soul in many ways," says Kevin Feige. "Maria is Carol's link to her humanity and link to Earth. And over the course of this story, she is the force that begins to teach and help Carol rediscover where she came from before she was this Kree Starforce soldier."

(Clark Gregg)
Agent Coulson is a new rookie agent at S.H.I.E.L.D. When unforeseen circumstances arise, he finds himself thrust into action and must prove himself.

With the filmmakers rolling the clock back to the 1990s, they were able to revisit one of the MCU's favorite characters, Agent Coulson, who in the film is just beginning his work with S.H.I.E.L.D. and meeting Nick Fury for the first time. "It was intriguing to go back to the '90s and play a different angle of Coulson's relationship with Nick Fury," says Clark Gregg, who is reprising his role. "It is essentially an origin story for both characters, and you get to see where they came from and how their relationship was formed."

"To a certain extent, I may be the expert in Phil Coulson," laughs Gregg. "But I have to say one of the really fun parts about it is that there's always been a certain kind of license to let me play a little bit generously because the character and the dynamic was borne out of Robert Downey Jr.'s improvisatory style. But everybody adds a little piece along the way. Part of the fun of the journey for me is to see where other people take Coulson."

(Annette Bening)
The Supreme Intelligence is the spiritual leader of the Kree people. It is a collective artificial intelligence of the greatest minds of the Kree preserved over millennia.

When two-time Golden Globe winner and four-time Academy Award nominee Annette Bening joined the cast to play the Supreme Intelligence, the MCU was something she was not familiar with, but luckily she didn't have to go far to get all the information she needed to come on board the project. "I'm not a comic-book person, but everybody around me is," says Bening. "My husband and a couple of my kids are big comic-book readers and fans of the MCU. They were my resource. So, when I first came on, I had them explain it all to me."

She adds, "What's fun about this story is that the storytellers are taking the premises and characters of the Marvel comics that have been established and subverting them. That is why I had to really have a sort of crash course, so I could understand the character and what I was doing in the bigger overall picture. But once I understood it all I was like wow, how cool and fun this project is."

Bening learned that the Kree are led by a god-like being called the Supreme Intelligence, an amalgamation of all the dead who have their consciousness uploaded to it, and as Bening explains, "All Kree warriors have to go into a virtual chamber and commune with the S.I. to prepare for battle."

Describing what drew her to the project, Bening says, "We have this fabulous female character, Carol Danvers, who goes through the hero's journey from trying to figure out who she is to owning her own power. That's kind of the classic hero's journey. So, that's fun, especially because we go back to the '90s. So, the references and the music and the technology and all of the world that we're in seems like another time. Of course, to some of us it's not another time. It's just real life. But that's really cool."

"Even though you're in the Marvel Cinematic Universe, it's still about people," adds Bening. "It's about real human feelings and growth and challenge and change and adversity. And despite adversity, there's a place that we can get to like Captain Marvel does, where she realizes that her own power is really just in discovering her own true authentic self."

She continues, "The way that they're approaching the casting of these characters makes them memorable. There's a part of us that wants to get back in touch with that sense of fun and adventure, no matter how old we are. We're reassured that the universe is a complicated place but there's humor in it and, in the end, there's a meaning to it."

"Annette was perfect casting," exalts Jude Law. "When you first see her with Brie, you think she must be her mom. There's a wonderful symmetry to Brie and Annette. They've got a very similar energy. Annette is another brilliant member of the cast and just wonderful to be around."

In the film, Carol Danvers has become part of Starforce, the Kree's elite military operatives. The Starforce team includes a diverse set of characters, including Korath, played by Djimon Hounsou, a stoic and disciplined textbook Kree and second in command for Starforce; Bron-Char, played by Rune Temte, an imposingly large presence who is the team's muscle; Minn-Erva, played by Gemma Chan, a cool, expert female sniper; and Att-Lass, a stealth infiltration specialist played by Algenis Perez Soto.

"When we meet Carol Danvers in the beginning of the film, she's on the Kree home planet of Hala," explains Kevin Feige. "She is a member of the Kree Starforce, which is basically like the Navy SEALS or the Blue Angels. They are the best of the best. So, in casting the team we wanted to put a team together that was very diverse."

With the film being period to the 1990s, Djimon Hounsou was able to reprise his role after being last seen as Korath in Marvel Studios' "Guardians of the Galaxy." "It feels great to be back in the Marvel Cinematic Universe," says Hounsou. "It's great to be able to recreate some of the backstory in a way that my existence in 'Captain Marvel' is recounting where Korath came from before 'Guardians of the Galaxy.' We get to have a hint of him younger and more dynamic."

Rune Temte, commenting on the Nordic look of his character, Bron-Char, says, "I was pleased with the character's look as it brings out the Nordic features I have. Bron-Char is raw, rugged and real, and no one will think he is beautiful. He is the guy who has to be the strong-arm of the group and the enforcer."

As rough around the edges as Bron-Char is, Minn-Erva is his polar opposite. Calculated, strategic and always on the top of her game, she is the only female member of Starforce until Carol comes along. "Minn-Erva is pretty badass," explains Gemma Chan. "She is the Starforce team's star sniper. She has blue skin and hair and, until Carol comes onto the team, she was the star and she was the commander's favorite. So, there's a little bit of an undercurrent of playful rivalry with Carol as she is coming up the ranks."

Re-teaming with Anna Boden and Ryan Fleck is Algenis Perez Soto, who starred in one of the directors' previous films. Describing his character, Soto says, "In Starforce, everybody has their special skills. Att-Lass is very sleek and fast." He adds about working with Brie Larson, "When we were not filming, I was able to spend some time with Brie and talk about various things. She's really cool and made it easy for me to build their dynamic in the film."

Rounding out the cast in the film are Lee Pace as Ronan, the highly capable Kree leader who leads the fearsome Accusers and was last seen in "Guardians of the Galaxy"; Mckenna Grace as Young Carol Danvers; and Akira Akbar as Monica Rambeau, Maria's daughter.

With the casting completed, director Ryan Fleck reflected upon the talented and diverse cast for "Captain Marvel." "It was so fun to cast this film because there are so many really interesting roles," he says. "There is not an actor in this film who plays a role that is in any way singular. They are like characters that have two sides to them-two interesting and strange sides. These actors are playing characters who are very surprising."

With "Captain Marvel" set in the mid-1990s, the filmmakers decided to base the production in Los Angeles for its 75-day shooting schedule. "As we developed a look and story for the film, it became important to Anna and Ryan in their approach to the material to make it as real as possible," says executive producer Jonathan Schwartz. "That meant shooting on location, both for some of our alien environments and for some of our earthbound environments. And that meant shooting Los Angeles for Los Angeles, which we were really excited to be able to do. It also meant going out to some locations that were off the beaten path a little bit and get out of the city, which was super cool and something we don't get to do on every film."

Producer Kevin Feige offers, "Parts of this movie take place on other planets. Parts take place on spaceships. Of course, there's going to be a certain amount of visual effects involved on other planets and a certain amount of beautiful, wonderful production design and set building involved on the interiors. But a large part of the film takes place on Earth, and for the Earth scenes we wanted it to feel very practical and very much on location, which is one of the reasons we wanted to shoot in Southern California. There was a reason our Hollywood forefathers settled in L.A., because there are so many great locations in and around Los Angeles."

Feige adds, "We were able to secure amazing locations, like Eastwood Power Station and Shaver Lake in Fresno as well as the deserts in the Lucerne Valley and Edwards Air Force Base. So, this gives us moments in the film where it's a huge, vast expanse, and it's all actually a real practical environment. Practical locations like that just add a sense of scope and a sense of reality to it, which is what we really wanted when Carol is exploring her past and coming to terms with her own origin throughout the film."

Production designer Andy Nicholson also could not have been happier with the choice to film in Los Angeles. "L.A. was the perfect place to film this movie. We managed to find locations that were 1990s locations, and we redressed them as that. For the Blockbuster sequence, we found a shopping mall that was built in the '70s, was very active in the '80s and '90s and now was in complete disuse. So that was a natural."

"When we first met with Kevin Feige he told us that the film was going to be set in Los Angeles in the '90s," adds Anna Boden. "He wanted to set it in a pre-Avengers world, when Nick Fury didn't know about aliens and didn't know about superheroes. And meeting Carol Danvers is sort of what inspires him to come up with the idea of the Avengers. And it's just great to see a universe where we don't know about all those other characters. You can't just call on Steve Rogers. You can't just call on Tony Stark when a crisis comes up because we don't know what those guys can do yet. So, it really isolates Nick Fury and Carol Danvers in a way that's fun. They have to kind of figure it out together on their own, which makes for a compelling, fun journey to go on."

While there were many practical locations for "Captain Marvel," there was also a fair share of stage work where production designer Andy Nicholson and his team created the intergalactic worlds of the Kree and Skrulls. "Anytime you have a big sci-fi element in a film you end up with a lot of stage work," says executive producer Jonathan Schwartz. "Those stages were filled with sets designed by our production design team, who did an amazing job bringing these Kree and Skrull ships to life. There are quite a few alien elements in the film. It's all got to feel real and thorough and dialed in."

"The biggest responsibility was working and coming up with the worlds for the Kree and Skrulls and giving them both an identity," relates production designer Andy Nicholson. "So, I did lots of research, helped out by the Marvel guys, about both of the species and what the back history of the two species was, because they'd been into it with each other for more than a quarter millennium."

Foremost in Nicholson's mind was establishing the look of the worlds for future stories in the MCU, if needed, and making the two civilizations stand apart from each other visually, so that the audiences will be able to tell the two apart. The Kree world is angular and symmetrical, with heavy use of metals, and the Skrull world is curved and asymmetrical, with the use of ceramics and other organic materials. This basic broad-stroke design element applied to all elements of the two worlds, including buildings, spaceships, interiors and even clothing.

Describing his approach to creating the Skrull spaceships, Nicholson says, "The overall curved design for the Skrulls extended into the interiors of their ships as well. When you see the interior of the main battleship, it's all about organic lines and curves. And a lot of it was made out of ceramic with a skeleton behind it. We did an architectural language that was about plates and skeletons and the skeletal structure behind that. So, there are layers and layers, and they are all woven organic materials. Contrasting that with the Kree world, where we just went for a much more linear, straight-line and angular look."

Nicholson adds, "You know instantly if you're in the Kree world or the Skrull world. You can identify the Kree spaceship in the sky because they are that angular shape, metallic and not curvy like the Skrulls' ships. Besides making it easier for the audience, it also made sense for the world and the species and gave us languages that can be developed."

On two of the biggest sound stages, Nicholson and his team built the interior of the Skrull battleship and the interior of Captain Marvel's spaceship, which are both multiple-room sets. "I designed all the sets so they start off as one set," comments Nicholson. "And then by plugging in and out different places, we turn them into other areas within the same spaceship. They each have four or five different variations within them."

One of the biggest sets was the Kree transport system, which features in a scene at the beginning of the film. Nicholson describes how the set was envisioned to fit seamlessly into the Kree world. "We had the idea to do a two-layered city. There's kind of a top layer, which is exposed, and then beneath that is another level that is all subterranean. Then we thought about how the people would travel between the levels."

After creating mockups and after many discussions, the team came up with a glass-enclosed carriage that allows the scene to unfold as the Kree capital city serves as a backdrop. Another set depicting the Kree world, called Hala, was Carol Danvers' apartment, which also gives audiences a look at Kree life as well as another look at the city.

One of the largest exterior set builds was the creation of the planet Torfa. To create the world, Nicholson took an existing sand mine and quarry in Simi Valley and transformed it into a visually dynamic setting for an important scene in the film.

Commenting on the mine, Nicholson says, "The mine gave us the opportunity to have an inordinate 400 feet of playing space, by 160 feet wide. We filled that with architectural elements, which are sort of destroyed ruins, and then used some archaeology around that. We also used colored sands to make it even more alien, with the blue and white colored parts."

With thousands of pounds of sand brought in, Djimon Hounsou, who plays Korath, speaks about running through the sand on the epic set. "We shot a scene where we had to run with our guns drawn moving them side to side," explains Hounsou. "So, on that day, the sand was a powdery type of sand, and the first step you took in it became like quicksand. On one of the takes, I lost my footing and went down headfirst. Luckily the powdery sand also provided a soft landing! I can't wait to see the sequence in the film because, despite the challenges and footing, the visuals and action are really fun to watch."

Lighting was integral to the success of the look of the Torfa set. Nicholson and the director of photography, Ben Davis, discussed doing night shoots so they could light the whole valley and give it a look that would not necessarily feel like a night scene. Nicholson explains, "So we colored all of the architecture and all of the sand based on what it would look like lit by this low end-of-night light. We came up with a color and did some camera tests on that so that it looked right on the costumes and the people. But we also worked to give a very alien look to the environment. And that really helped generate the whole thing."

A huge temple and other ruins, as well as a bridge and also a ravine, were built into the quarry landscape to give the idea of the alien world. Commenting on the build, director Ryan Fleck says, "Andy did a fantastic job creating the world of Torfa. The first time I walked onto the set, I was just blown away by the size and scope of it. There were so many great elements, including a lake, which just added so much to the look of the film. We shot all nights there so when you see all of the smoke and lights drifting through the set, it just created fantastic textures and lines with a size and scope fitting the scene."

To create the scene in which Carol Danvers does a crash landing into a Blockbuster Video store, filmmakers searched for an abandoned strip mall and found one in the North Hollywood section of Los Angeles. Nicholson's team built a new facade including a Radio Shack, a Blockbuster and a dry cleaners. The location looked so authentic that people actually drove up to go into the location, not realizing that it was really a movie set. Creating the interior of the Blockbuster to replicate what it looked like back in the 1990s was a daunting task for the set decorators, who had to research the look and source and make hundreds of VHS boxes, plus recreate the artwork and signage.

In all, 40 sets were built in both interior and exterior locations, and in addition to the major sets, prison rooms, engine rooms, decks, airlocks, laboratories and a hangar dock were also practically constructed.

One location secured early in the pre-production was Edwards Air Force Base just outside of Rosamond, Calif. In working with the Department of Defense and the Air Force base, the production was able to secure a vast array of locations and critical assets to shoot the film.

"The DOD and Air Force were incredibly helpful in putting this movie together," says executive producer Jonathan Schwartz. "They gave us access to a lot of great pilots-the Thunderbirds and others-who could really help inform Carol as a character, and they worked really closely with Brie, our costume department and our production design team to make sure that everything we were trying to do with Carol felt authentic. They were also able to give us access to a lot of hardware and planes to help make our MCU locations feel like they were real, live, populated places with pilots, airplanes and military gear."

To add to the authenticity of the flying scenes, Anna Boden, Brie Larson and Lashana Lynch visited Nellis Air Force Base in Las Vegas for some once-in-a-lifetime training and experiences. "Part of Brie's research for this film was not just reading the many amazing comics and source material that we pull from, but also going to Nellis and Edwards Air Force Bases and spending a lot of time with several officers and pilots and airmen up there, including General Leavitt, who was the first female Air Force fighter pilot," explains producer Kevin Feige. "It was amazing, and in some ways, it was like meeting a real-life Carol Danvers. There was also something fun for us going full circle back to Edwards, where Tony Stark and Jim Rhodes did scenes on the first two 'Iron Man' films, and we got the same great support from all the airmen there as we had done ten years before on 'Iron Man.'"

Feige adds, "Brie, Lashana and Anna all went up in F-16s and pulled serious Gs in going through all of the maneuvers they do in the training exercises, which is astounding. They all had their names stenciled on the side of the cockpit and went for an intense ride. And that's one of the reasons why the scenes in the movie where they're piloting ships and planes come off so authentically, because they have had the hands-on experience and have been up there."

Brie Larson also was able to spend time with Brigadier General Jeannie M. Leavitt, who, besides becoming the United States Air Force's first female fighter pilot in 1993, was the first woman to command a USAF combat fighter wing.

For Larson, spending the day with General Leavitt was an invaluable experience and honor as she prepared to take on the role of Carol Danvers. "It was great to be able to do that level of research and to see and understand the people that General Leavitt is representing, the incredible men and women of the Air Force, the fighter pilots, the crews that defend our country," says Larson. "For General Leavitt, who paved the way for so many young women, to take the time to really sit down and talk with me was something very special. I was really moved in a way that I wasn't really expecting coming into this. I felt like I kept having waves of emotion, and meeting her was one of the things I was incredibly fortunate to have the opportunity to do in preparation for the film."

Things got more hands-on for Larson when she learned she would be experiencing the real deal in the cockpit of an F-16 fighter jet. "The fighter jet is so sensitive that at first I thought that it wasn't working," says Larson. "It felt like we were not really in control because it feels like it's not moving at all. It's based on pressure, so it gives you the sensation that it barely moves. It takes a while to get used to, but once I got used to it, it's like nothing I had ever experienced before."

For the actress, the return back to the base in the jet gave her a little taste of what the fighter pilots routinely experience. "It was a little bumpy coming back and there was pretty bad turbulence through the mountains," says Larson. "Oh, I threw up a lot. But we were simulating a dog fight, so I was like flipping around going upside down, and it would be crazy if I didn't get sick. We were on the offense. We were on the defense. My pilot, Kazi, was so incredible and super talented. We got to 6.5 Gs."

The actress continues, "It was just amazing to feel all of that and being able to take that into production, so when we were simulating a barrel roll, I could recall exactly what that felt like in my body and how hard it is to breathe. It's all of those little nuances that I hope will come through in the film, so that regardless of who you are, it feels real."

The experience was not lost on Larson's co-star Lashana Lynch, who went to Luke Air Force Base in Phoenix for her hands-on training. "I spent Monday with Taboo and Tuesday with Mother, which are the pilots' call signs," says Lynch. "Both of them have husbands and children and a household. And they're both commanders of a squadron. They are both superwomen, and it was amazing to watch how they juggled everything. The next day I got to fly in an F-16, and I'm so excited that I did it. It was the best experience of my life. It was crazy. It was a whirlwind. You can't really compare it to anything, actually. I pulled 6.9, and pulling more than 6 Gs is something I don't know if I'll experience ever again."

"The Air Force was an incredible partner on the film," says executive producer Patty Whitcher. "They gave us a ton of access and helped us a lot with the reality and the verisimilitude of what life in the Air Force is like. They were always willing to send out a couple of advisors when we needed it to make sure it all felt real and gritty and grounded. They also had some of the Thunderbirds come out to set, who are the coolest guys on the face of the Earth and the best pilots in the Air Force, which was super helpful."

Aided by the character conceptualizations provided by Andy Park, Marvel Studios' visual development supervisor, costume designer Sanja Hays first tackled the challenging task of Captain Marvel's costume. "'Captain Marvel' predates all the other Marvel films, except for the first 'Captain America' film, so in a sense that gave us a little bit more freedom in designing the costume," explains Hays. "There was a lot of talk as we started about what Captain Marvel was going to look like, because there were so many choices and directions it could have gone. But at the same time, it is a Marvel Cinematic Universe, and there were events that had already been established, which also influenced the direction of the costume design."

Hays continues, "There were two things that were obviously iconic, the whole chest piece with the starburst and the red and blue colors. That was something that we couldn't deviate from. We also knew that she was going to be a little bit different than some of the comics, as we wanted her to be more of a tomboy and pilot, not quite as sexy as the character in the comics. Brie Larson is obviously a beautiful woman, but in a way that makes it believable that she is an actual hero, a soldier and a pilot."

In constructing the Captain Marvel costume, Hays and her team faced the challenge of adding functionality to the costume to allow Larson and the stunt team the movement they needed.

"Translating the sketches into the real costumes that the actor can wear can be very challenging because they not only have to be able to walk in it, but they also need to be able to perform fluidly in action sequences," explains Hays. "The costume is essentially somewhat like a jumpsuit, and it needed to be stretchy so that she can move in any direction."

As a result, the costume design team had to create several different versions of the suit. One of them was the hero or beauty suit that was used for the close-ups and heroic moments. Another had a shorter top part, which made it easy for Brie Larson to sit down in it. Then for the action sequences when she was flying, the suit had soft shoulders and soft materials on all the normally hard parts of the costumes like the chest, the gauntlets and the belt. Otherwise, when she flew, it would be impossible to lift her arms and hang from the wires.

In total, the costume department made eight Captain Marvel suits for Larson. For the hero suits, the main fabric was leather with a special finish that was "pearlized" in blue so that it had a sheen to it when the light hit it.

In the MCU, when a new franchise character is introduced, the unveiling of a costume is always an exciting experience for everyone involved, including producer Kevin Feige as well. "In my 18 years at Marvel I've had several amazing experiences seeing actors wearing the costumes for the first time," says Kevin Feige. "It happened for the first time when I saw all the X-Men all together 18 years ago, and you just get this sensation of, I can't believe I'm looking at this in real life. There have been so many iconic moments, starting with Robert Downey putting on the Iron Man armor, Chris Evans stepping into the Captain America suit, Chris Hemsworth holding Thor's hammer in full regalia, Chris Pratt in his Star-Lord outfit, Scarlett Johansson in the Black Widow outfit and most recently Chadwick Boseman in his Black Panther suit.

"When we had the first full costume fitting with Brie Larson, it was astounding. Seeing her in the suit, as the character we've been working on for years and dreaming about even longer, standing in front of you for the first time was incredible. It was an amazing start for the new adventure that lies ahead," concludes Feige.

The moment was not lost on Brie Larson, either. "It was very surreal putting on the costume for the first time," informs Larson. "It takes a couple people to get me suited up, so there's a lot of movement happening around me as gloves are getting put on and sleeves are getting put on and things are getting zipped up behind me. You end up having a lot of time in the mirror to look at yourself as it is all happening. I'm a deep processor and love to process things. It's taken me a year on this journey to finally begin to understand what it is that I'm doing and what it means to wear the suit and be the character. For me it's less about how the suit feels on, and more about the reaction that I see when I'm wearing it."

Larson continues, "The first time I tried it on I could see the Marvel team get so emotional when I walked into the tent to show everyone that I began to feel the weight of the situation. It always makes me emotional when I see photos of homemade Captain Marvel costumes that little girls have made with their moms. The idea of that star and these colors and what that symbol represents-strength, humility, compassion-just feels incredible. Bringing that into this world is very valuable and satisfying."

Another challenge for the costume designer was realizing the look of the Skrulls for their debut in the Marvel Cinematic Universe. "In the comics, the Skrulls are in purple jumpsuits and a black undergarment, and we knew we did not want to do that," says Hays. "The one thing that we did keep from the comics was the purple color, as the idea was to make them as different as possible from the teal and black of the Starforce costumes. So, through a lot of discussions, sketches and artwork, the decision was made to make the Skrulls be very asymmetrical and not have all that symmetry and strong lines that you typically see in Marvel characters. I was aware of how big a challenge that would present, because when you have a symmetrical costume you essentially do one half and then you do the reverse. But with the asymmetrical look we essentially had to do two costumes because everything was different on the left and the right."

The costume designer continues, "The other challenge was that purple is a very sensitive color, and it can look very unpleasant really easily. We had decided to go with a dark purple, but then there are a lot of night scenes, so we made them kind of shiny and interesting in texture with lots of detail so that in the low light they didn't look like jumpsuits. I think we were very successful, and they looked great."

"There were so many different looks for the Skrulls, and Sanja did such a great job creating that world from a costume standpoint," says director Anna Boden. "The Skrulls are so beloved in the comics, and Sanja did a great job giving them our distinctive look for the film. She really did that with every character she designed as well, creating period-appropriate costumes for the '90s that looked great and were authentic without making them feel they were being designed to lampoon the era."

Jude Law, representing the Kree in their teal and black, symmetrical uniforms, says of the power of his costume: "I'm always astounded at the power of seeing yourself for the first time in the costume that's been decided on in its final stages. It gives you such assistance in finding a character and performing a character. I had several fittings, but the day it was finished, and I got to really sort of step back and look, it was so exciting. The attention to detail and the quality of the suits they make are just extraordinary. They look fantastic, and there's a scale to everything that helps fill in certain areas. It also gives you the sense of the formidable presence that Starforce has."

Reflecting on her experience in creating the world of Captain Marvel through her costumes' textures and colors, Hays says, "From a costume standpoint, this film was a big challenge for us in the costumes because we had costumes from the '70s, '80s and '90s."

She continues, "Then we really had Captain Marvel and the whole Starforce team. Then we had a big collection of Skrulls, and their leader, Talos. Then we had the whole world of Hala, the people and two worlds of the Hala with the subzone and the upper zone. We had the world of Torfa. So, there were a lot of different worlds that we had to create, and each of them were completely different in color, image and texture. It was quite challenging for us, but also a lot of fun, and I really hope that audiences enjoy all of the visual worlds we created."

A unique character in the film-and something new to the Marvel Cinematic Universe-is Goose, a tabby cat, who was played by several different cats. This is the first time that a cat has been front and center in the MCU. "Goose was primarily played by real-life cats," explains Jonathan Schwartz. "We auditioned several different cats, and we ended up with a cat named Reggie. Reggie came with a team of three other cats: Archie, Gonzo and Rizzo. They all specialize in certain tricks and performance."

Reggie was the hero cat, who has a special knack for facial expressions. Archie, Gonzo and Rizzo filled in for Reggie when he was tired or when filmmakers needed a very specific trick that one of the other three cats had been trained for.

When one of the cats was not cooperating, or the actors didn't feel comfortable around them, filmmakers used a stuffed cat puppet that Legacy Effects created for the film. And if that didn't work, they went to Plan B and created a CGI cat that was so lifelike that most people could not tell whether or not it was the real cat. So, the Goose feline character ended up being a combination of several cats and visual effects.

For producer Kevin Feige, working with a cat as a co-star was a learning experience, but well worth the effort and challenge of having live cats on the set working with the cast. "Reggie is going to be a big star after this film," laughs Feige. "In the process, we learned several things. One is you can do an incredibly realistic computer-generated cat, and the other thing we learned is that cats can be incredibly well trained and sometimes hit their mark better than some of the human cast members they were sharing the screen with. So, it was this amazing combination that resulted in a real performance for this cat, which really worked like a charm. People are really going to love this cat."

"Yes, there were cats, and there were children on set, which goes against conventional wisdom and can wreak havoc on your shooting schedule," says director Anna Boden with a smile. "But Reggie was a delight. Super cute, super friendly."

Having a real cat on set turned out to be a bonus for the directing team, Anna Boden and Ryan Fleck. "Sam Jackson was great with the cat, who knew that he was such a cat lover?" says Fleck. "It was great, and when you can see that Nick Fury is interacting with a real cat it really helps the scene. Even in the scenes where we might replace the real cat with a digital cat, it's important to know how the characters in the scene interact with the cat. It also provided a great reference for our visual effects team, as it was good to know what the real cat looked like under the actual conditions."

"What we also loved about the real cats was their spontaneity, as sometimes a cat would just go up and unexpectedly start rubbing up against an actor or give itself a kitty bath," adds Boden. Laughing, she offers, "I remember when we wrote the first outline for this film and we shared it with Kevin Feige. His first note was that we need 200% more Goose the Cat in this movie. We gave it to him, and I think he was right, because the more time I spend with this film, the more I love that cat."

"Captain Marvel" is chock-full of action and adventure, so Brie Larson transformed herself to get ready to play a Marvel Super Hero. She committed to months of stunt and fight training to be able to perform as much of the action and fight sequences as she could in the film.

"Brie is the most diligent and dedicated actor that I've ever worked with," says fight coordinator Walter Garcia. "She came in and put so much time and energy into her training, and it is really going to show on camera. Five days a week she did two to three hours of training, which was a combination of boxing, kickboxing, judo, a bit of wrestling and some jujitsu. She learned several different martial-art styles to prepare herself for this role."

Larson's dedication in preparing for the film inspired her cast mates, who also joined her in working with Garcia. "Jude got advance intel that Brie was training heavily," says Garcia. "So, when he came in for his first day of fight training and saw Brie with her boxing gloves on pounding on the heavy mitts, he was very impressed and inspired. It was the best thing for him because after that day, he started coming in every day and training. Because they had so much time training together, their chemistry and fight choreography was seamless. It also felt like they've been training with each other for years, just like the characters."

"I always do a fair bit of training, and I arrived with a couple of months to train and learn some of the fight choreography," injects Jude Law. "Brie had already been training for three months, so I knew her dedication was extraordinary. She's really led by example from the front. Every day she arrived with spirit and was fun to be around, which is important because you spend days picking apart fight scenes without any dialogue. For me it was just a case of finding out what I needed to do and then put in the hours of rehearsing, practicing and training with Brie and Walter. Walter has a great team and is a great fight choreographer."

Larson trained for nine months to build up her physical strength before filming even began and worked her way to lifting over 225 pounds in dead-lifts, 400-pound hip thrusts and even pulling a jeep down the road.

The actress, who had never done much strength training, speaks about the training process that resulted in a complete physical transformation of strength and balance. "A lot of the training first came from the fact that I knew I was doing an action movie, and I was going to have to do stunts," says Brie Larson. "I didn't know what that was, but I knew that a movie like this was going to feel like a triathlon, and I wanted to be as prepared as possible so that I wasn't fighting while being fatigued or my body hurting. The character is so strong, so I knew that if I could go through that experience I would get closer to her and even just standing I could feel really strong rather than trying to act strong."

She adds, "Honestly, I didn't know what strength was, because I was truly an introvert with asthma before this film. But as I started training I fell in love with it and the way my body was changing and transforming. It was the first time where I felt like I was making my body work for me. I think in the past I was more interested in my body never being part of a conversation because it felt like objectification. I just wanted to be a brain, so I've only cared about like reading books and like understanding words, but this was an opportunity for me to take it back and make my body mine."

Larson continues, "It wasn't until we started filming and I started doing crazy stunts that people started saying on set, 'Wow, this is amazing, and by the way, no one does this.' So, it was a little ignorance more than anything else, but I found it really empowering, and I do want to say that I have two amazing stunt doubles in this, Renae Moneymaker and Joanna Bennett, who are both super talented and helped me so much. I put in nine months of intense work that included twelve weeks of four and a half hours of training a day. It seemed as if I was training for a marathon, but it means so much more to me knowing the type of dedication I put into it and that it's not just CGI."

"Brie pushed all-in from the minute she walked out on that stage at Comic-Con and the world embraced her," says Kevin Feige. "I remember after that moment at Comic-Con, she would sometimes put up Instagram photos of her reading a Captain Marvel comic. Then, long before cameras started rolling, she worked out and trained a tremendous amount and got into what she says is the best physical shape of her life so she could just dedicate herself to playing this part. That physical and mental dedication continued during a very long and physically taxing shoot. Every step of the way she was not just dedicated to her craft, but also to exceeding the expectations and fulfilling the hopes and dreams of the audience."

While Larson got herself into the best shape of her life to play the role, for Samuel L. Jackson and Clark Gregg, no workout or magic bullet would produce the results needed to make them look like their respective characters did 24 years ago. To create the desired effect, the filmmakers called upon visual effects supervisor Christopher Townsend and the artists at the visual effects house Lola to transform the actors back to the mid-'90s version of their characters.

"The movie is set in 1995," says Townsend. "So that meant de-aging Sam Jackson and Clark Gregg, who are Nick Fury and Agent Coulson in the film. The challenge was we had to take 24 years off these characters. The payoff for fans is seeing these characters early in their careers, which is fun. It was also helpful that both Sam Jackson and Clark Gregg look young for their respective ages." Townsend continues, "For both of those actors and characters, we had a lot of footage and reference material for what they looked like in 1995. We looked at older movies and photography to reference what is it that made them look exactly the way they did and what we needed to do to get them looking like that again. The de-aging process is literally a frame-by-frame process, and it's a real artistry. There are artists sitting at computers for months to finesse these looks but not stepping on the performance, which is a critical aspect of it. If you pull the cheeks back or you lift the mouth a certain way or open the eyes slightly too wide, their reaction to something becomes very different than what the actor did on the day. So, one of the things we had to do at all times is maintain the performance the actor brought on the day because that's what the directors wanted."

Director Ryan Fleck discusses how he and Anna Boden approached Samuel L. Jackson's and Clark Gregg's performances in the film. "As we were shooting, we kept a very close eye on their performances to make sure that the effect looked good and it didn't start looking weird and fake," explains Fleck. "We tried to make sure that when we gave Chris Townsend the takes to use, we were very confident that they would be in the film, since so many hours of work goes into every shot of Sam and Clark in the film."

Another challenge for Christopher Townsend and his visual effects team was collaborating with filmmakers to bring the Kree's archenemies, the Skrulls, to life. For Townsend, figuring out how to translate the Skrull world from comics onto the big screen was no easy task. "It's really fun when you look at the comics and you can see how they did it," says Townsend, "but we knew if we just did a straight adaptation from the comics it just would not look real because you have to think about things in a far more detailed way in the film world to create something that an audience believes and accepts."

Continuing, Townsend adds, "The Skrulls are also fascinating characters because they are green. A lot of the design has been taken from the aesthetics that have been established in the comic books. That is often the starting point for us in Marvel films from a visual effects standpoint, and we move off that sometimes and go down slightly different avenues."

The Skrulls are heavily prosthetic, but Townsend and his team were able to create a great blend between visual effects and special-effects makeup. Legacy Effects created the prosthetics for Talos, the main Skrull played by Ben Mendelsohn, and, according to Townsend, "It was just beautiful work and looked great. It was so good that we really didn't have to do a lot of work on him."

The other Skrulls on the ships that are not seen as much wore masks in which their eyes were constantly open with a frozen look. The visual effects team gave the eyes some life and manipulated the mouths. "It is always great for visual effects when you start with great physical performances on camera, as they create an aesthetic and feeling that we try to maintain and emulate in our VFX enhancements and performances," notes Townsend.

"Brian Sipe and all the team at Legacy Effects did an incredible job with all the special-effects makeup for the Skrulls and really hit it out of the park in creating the look for Talos," says director Anna Boden. "Seeing Ben Mendelsohn transform into Talos was an experience the cast and crew never grew tired of seeing. The special-effects makeup and costume gave him such a great place from which to find the character. Everyone on set always knew when Ben was 'Skrulling,' as he would call it. He looked great in the prosthetics and was a trooper about the long process, but it really paid off as audiences are in for a real treat in seeing him bring the character to life so dynamically."

When "Captain Marvel" flies into theaters, audiences will be introduced to a powerful new Super Hero character who is stepping up to take her place in the Marvel Cinematic Universe. "It's going to be an incredibly fun ride with an amazing character that I think audiences are really going to love," says Jonathan Schwartz. "It's not going to be the ride you expect. I think people are going to come to this movie expecting a certain type of film and get something really fresh."

"The humor between Nick Fury and Carol Danvers is very special and is a lot of fun," adds director Ryan Fleck. "There are several breakout characters in the film, and Goose the Cat is a scenestealer!"

Director Anna Boden offers a hint of what to expect from "Captain Marvel": "We are going to meet a new, extremely important part of the MCU; a new character who is unlike any of the other characters, who is her own unique self, and who goes on a journey of self-discovery along with the audiences who go to see her."

She concludes, "It's a mystery film, a film of self-discovery, and something that really surprises, and at the end of the day we hope it turns your expectations on their head."

"It's indescribable to work with creative people, especially people who make movies. It's such a thrill. And I keep saying to myself I can't believe this is me. I can't believe I lucked out this way. But it's something you never forget. I remember every cameo I've done since the first one. And I think I'm a very lucky guy."-Stan Lee, 1922-2018