'Captain Marvel' Is an Action-Packed, Flerken-Filled, Totally '90s Cosmic Adventure (Set Visit)

Captain Marvel, Ryan Fleck, Brie Larson
Courtesy of Marvel Studios

On the set of Marvel Studios' first female-led superhero movie, Brie Larson and Samuel L. Jackson go feminist and battle alien cats.

"Can we move the cat two inches toward the camera?"

A crew member in blue protective booties shuffles across the industrial floor of the spaceship and moves the stuffed orange tabby cat forward ever so slightly. Next to the toy lies Samuel L. Jackson, a bandaged gash above his eye and dots drawn across his face, with actress Lashana Lynch nearby, facedown on the ground. With the cat two inches closer, the camera rolls once more on scene 113F.

"I had it under control, Danvers," Lynch's Maria Rambeau objects as she finds her footing. Carol Danvers, better known as the superhero Captain Marvel, swaggers down the ship's hallway, fully decked out in her star-spangled supersuit and swinging a Happy Days lunchbox.

"You do know that you're glowing, right?" Jackson's Nick Fury deadpans.

"I'll explain it later," Captain Marvel shrugs. She opens the lunchbox, revealing a to-be-CGI-ed cube flashing intermittent lights, like a tiny disco dance floor, and holds it outward. "Take the Tesseract. Leave the lunchbox."

It's early May, and production is one month in on Captain Marvel at Sony Studios in Culver City, California. (The film marks Marvel Studios' first L.A.-based shoot since Captain America: The Winter Soldier.) Though much of the film was shot on location -- in downtown Los Angeles, at Edwards Air Force Base in Kern County -- the production occupies four soundstages on the lot, with Stage 30 housing the labyrinthine Kree spaceship being used for today's scenes.

"We thought this was an amazing opportunity to introduce audiences to a new superhero and take her on a very powerful journey of self-discovery throughout the movie," Anna Boden, who is co-directing with partner Ryan Fleck, tells a group of reporters, ET included, visiting the set. "We really grounded ourselves in that character journey and the journey of somebody who's kind of discovering her own power and realizing the more herself she becomes, the more powerful she becomes."

Captain Marvel centers on Air Force fighter pilot-turned-alien superhero Carol Danvers, played by Brie Larson, as she searches for answers about her past. Larson fit the role because "Brie is the most powerful woman in the universe," Fleck laughs. "Really, her commitment, her dedication -- she's just so fierce. Everything she does is 100 percent, and every day we're super inspired and awed by her."

Danvers' origin story is set against the larger backdrop of the Kree-Skrull war, a ripped-from-the-comic-pages story line about warring galactic races, the Kree noble warrior heroes and the shape-shifting Skrulls, though in a somewhat unconventional manner.

"At the beginning of the movie, we find Captain Marvel on planet Hala fighting on behalf of the Kree, on the Kree side of the Kree-Skrull war," producer Jonathan Schwartz says. "She doesn't have any memory of her life as a human. The movie is about her ending up, over the course of this adventure, back on Earth and realizing that she has these human origins that are tied to much bigger aspects of that war. So, in many ways, it's a classic Marvel origin story, but told in reverse."

Which means audiences will meet Captain Marvel, the "awesome, badass, superpowered space hero," before being introduced to the human Carol Danvers. The story is set in 1995, effectively predating the Marvel Cinematic Universe as we know it, establishing a mythology before Iron Man and before Nick Fury set out to assemble the Avengers. "Before he showed up at Tony Stark's house saying, 'There's a great big universe out there, you just don’t know it yet,'" Schwartz says, "someone had to teach him that."

Captain Marvel marks Jackson's ninth appearance in a Marvel film. Here, his Fury is a S.H.I.E.L.D. agent not yet disillusioned by the world, running a desk in a post-Cold War era. "When they first cross paths, she's just a crazy lady who broke into Blockbuster," the actor says of Fury's first encounter with Danvers. "She's standing there telling me that she came from some planet and she's got on strange clothes and she's saying there are these shape-shifting people that have infiltrated Earth."

Though it is Danvers' alter-ego for whom the film is named, the movie works as something of a two-hander with young Fury. (The aforementioned map of dots on Jackson's face is for the purpose of digitally de-aging him, as was done with Michael Douglas and Michelle Pfeiffer in Ant-Man and the Wasp.) By the time the scene being filmed during the set visit occurs, Fury appears to have accepted the baseline fact that aliens do exist, as he, Danvers and Maria (her best friend and a fellow fighter pilot) team up to escape the UFO.

"I'm not touching that thing!" Fury objects, staring at the open lunchbox. He's now holding the orange tabby cat and has removed a futuristic-looking muzzle from over its mouth.

"You want me to get you an oven mitt?" Danvers quips.

And then something happens inside the lunchbox, something that will surely require computer effects, and Fury's eyes widen and he drops the feline. ("Obviously, they will make the cat look alive," a crew member watching over our shoulders says offhandedly.)

"Cool. Get the Skrulls into the quadjet and go. Take the Flerken with you," Carol orders, taking off in the other direction with the lunchbox. "I'll buy you some time."

"I'm going to pick you up now," Fury warns the cat. "And I'm trusting you not to eat me."

Tesseract. Skrulls. Flerken?! There's certainly a lot going on in Captain Marvel, with Flerkens opening a new door of strangeness into the Marvel Cinematic Universe. Flerken are a type of alien that resemble house cats, except that they lay eggs and can spawn tentacles from their mouths. (And are made instantly harmless when muzzled.) In the comic books, Danvers' pet cat, Chewie, is discovered to be a Flerken by Rocket Racoon of the Guardians of the Galaxy. The film version of Chewie has been renamed Goose (a Top Gun reference), though his true nature still appears to be alien-cat-with-a-tentacle-mouth.

Yet, despite its intergalactic oddness and Chewie's comic connections to Rocket -- who, I'm told, will not make a cameo here -- as well as a healthy dose of snark and enough '90s music cues to fill a mixtape, Captain Marvel is not made in the image of Guardians of the Galaxy.

"James Gunn has a very specific sensibility that he imparts to those Guardian movies," Schwartz says, while Boden and Fleck have "a really cool sensibility and a take on the sci-fi genre that is a little more grounded than what we've seen in some of the other Marvel movies. They really liked Winter Soldier and they really liked Civil War and wanted to make this movie feel a little more like that than the Guardians movies."

It's a '90s action thriller through and through, in the vein of Robocop, Terminator II and Total Recall, with a tone and voice pulled from the Kelly Sue DeConnick run of Captain Marvel comics. "That's become our North Star, in terms of how the character should feel and how the dialogue and the voice develop," Schwartz says. "That character certainly has a sense of humor, but also a confidence and an ability to inspire others that I think is what we love about Captain Marvel."

"I love that she's unapologetic," Larson says. "I love that she's not apologizing for her strength, first as a human in the Air Force. That she's never trying to shrink herself because of who she is. She can't even be somebody else if she wanted to. She can't. She can't be contained, and I think that is such a beautiful thing."

The cameras are reset in another section of the ship for scene 101. Danvers, Maria and Fury are led down a corridor by Ben Mendelsohn's character, Talos. "We're the tough guys of this universe and surrounded by a lot of punks," Mendelsohn huffs. "He's bad. He's a Skrull. He's badass." Wearing a green-painted trench coat accented with gemstones, with pointed ears and heavy facial prosthetics, Mendelsohn's Talos stops short to pick up a baseball, sniffs it, then continues walking. Fury trails behind, looking around the ship skeptically.

"We're entering a ship that belonged to a doctor from Carol Danvers' past," Jackson sets up the scene. "She's trying to find some answers to what happened, why he was on Earth and what that whole power core thing.... Seems like the Tesseract has been the constant in all these movies."

The extended Captain Marvel cast includes Crazy Rich Asians' Gemma Chan as elite Kree soldier Minn-Erva and Djimon Hounsou and Lee Pace, reprising their Guardians roles as Korath and Ronan, respectively, plus Jude Law, who joins the franchise in a role that's yet to be officially revealed. Fans have long speculated he is playing Mar-Vell, a Kree captain who assumes the human identity of one Dr. Walter Lawson. (Law was not on set for our visit and no one spoke of his character directly.)

Danvers' origin story in her original comic book run saw her as a love interest for Mar-Vell. Following the explosion of a Kree super-weapon, her DNA merges with Mar-Vell's and she is granted her powers, first as the superhero Ms. Marvel and then as Captain Marvel. Schwartz promises her genesis has been "updated," but will only disclose of Mar-Vell: "The character in the comic books is really important to Carol's origin story, and Mar-Vell is equally important to Carol's origin story in this movie. Anything beyond that is going to be a little too spoilery."

When Captain Marvel arrives in theaters on March 8, it will be historic for marking more than the first onscreen appearance of a Flerken. After 20 movies in the Marvel Cinematic Universe -- and two years after DC beat 'em to the punch with Wonder Woman -- it will be Marvel Studios' first solo outing fronted by a female superhero. (Evangeline Lilly's Wasp had to share top billing.) Perhaps making up for lost time, Larson recalls Marvel brass telling her they wanted to make a "big feminist movie." "I remember going home being like, Shit, am I gonna do this?" she remembers of that first meeting. "It's kind of everything that I've wanted."

Similarly, the project marks the first time a Marvel film has been directed by a female director. (The studio will reportedly soon add two more to its roster, with Cate Shortland tapped for Black Widow and Chloé Zhao for The Eternals.) Boden says this fact "amazes" her. "But I just try to tackle it like I would any other job. The more I think about that stuff, the less focused I am," she says. "And one of the things that I love about this movie is what a collaboration -- what an amazing collaboration -- it is between super powerful women and super awesome women and also really respectful, great men."

It's a sentiment echoed by Larson when asked if she's felt any pressures taking on the mantle of embodying Captain Marvel for the first time. "I don't feel nervous, mostly because I've found a way to just keep my head down," she says. "I also find the character so inspiring that whenever I feel sort of, like, nervous and scared, I feel like I can turn to her and I'm like, 'No! I got this.' And that feels really awesome. I feel like I have the same awe over her that a lot of her fans do. So, hopefully that sort of bleeds through into this."

It's now toward the end of the shooting day. The four real cats who, together, play Goose have gone home, their constant mewing no longer filling the lulls in production chatter. Larson and Lynch sing RuPaul's "Supermodel (You Better Work)" as they strut back down the hallway to do another take. Spaceship. Skrull. Baseball.


Jackson hoots, "Nailed it!"

After being teased in the end-credits scene of Avengers: Infinity War -- which wasn't originally the plan, though Schwartz says, "This movie will lead in a very direct way to what we saw in Infinity War" -- Captain Marvel will appear in Avengers: Endgame as well. But it's her film that arrives first, the '90s throwback, totally out-there, action-packed, big feminist movie. "We found what we thought was strong and powerful about this character and stayed to that story," Boden says. "No, we're not trying to make this movie about all women. We can't make it about all women's journeys, but just be really true to this woman's journey."