Captain Marvel is a 2019 American superhero film based on Marvel Comics featuring the character Carol Danvers / Captain Marvel. Produced by Marvel Studios and distributed by Walt Disney Studios Motion Pictures, it is the 21st film in the Marvel Cinematic Universe (MCU). The film was directed by Anna Boden and Ryan Fleck from a screenplay they co-wrote with Geneva Robertson-Dworet. It stars Brie Larson as Carol Danvers, alongside Samuel L. Jackson, Ben Mendelsohn, Djimon Hounsou, Lee Pace, Lashana Lynch, Gemma Chan, Annette Bening, Clark Gregg, and Jude Law. Set in 1995, the story follows Danvers as she becomes Captain Marvel after Earth is caught in a galactic conflict.

Development began by May 2013. The film was officially announced in October 2014 as Marvel Studios' first female-led project. Nicole Perlman and Meg LeFauve were hired to write it the following April after submitting separate takes on the character, and borrowed elements from Roy Thomas's 1971 "Kree–Skrull War" comic book storyline. Larson was announced as Danvers at the 2016 San Diego Comic-Con, with Boden and Fleck hired to direct in April 2017. Robertson-Dworet was soon hired to re-write the script, and the rest of the cast were added by the start of filming. Location shooting began in January 2018, with principal photography starting that March in California and concluding in Louisiana in July 2018. Several actors reprise their roles from previous MCU films, including Jackson and Gregg. They were both digitally de-aged in post-production to reflect the film's 1990s setting.

Captain Marvel premiered in London on February 27, 2019, and was theatrically released in the United States on March 8 as part of Phase Three of the MCU. The film grossed over $1.1 billion worldwide, making it the first female-led superhero film to pass the billion-dollar mark. It became the fifth-highest-grossing film of 2019 and was the 23rd-highest-grossing film of all time during its theatrical run. The film received generally positive reviews from critics, with praise for the performances—particularly Larson's. Audience responses were also positive, although the audience reception section on Rotten Tomatoes was subject to review bombing. A sequel, The Marvels, was released on November 10, 2023.

Plot

In 1995, on the Kree Empire's capital planet of Hala, Starforce member Vers suffers from amnesia and recurring nightmares involving an older woman. Yon-Rogg, her mentor and commander, trains Vers to control her abilities, while the Supreme Intelligence, the artificial intelligence that rules the Kree, urges her to keep her emotions in check.

During a mission to rescue an undercover operative infiltrating a group of Skrulls, alien shapeshifters with whom the Kree are at war, Vers is captured by Skrull commander Talos. A probe of Vers's memories leads them to Earth. Vers escapes and crash-lands in Los Angeles. Her presence attracts S.H.I.E.L.D. agents Nick Fury and Phil Coulson, whose investigation is interrupted by a Skrull attack. Vers recovers a crystal containing her extracted memories in the ensuing chase while Fury kills a Skrull impersonating Coulson.

Talos, disguised as Fury's boss Keller, orders Fury to work with Vers and keep tabs on her. Using her extracted memories, Vers and Fury go to the Project Pegasus installation at a former U.S. Air Force base. They discover that Vers is a human pilot who was presumed to have died in 1989 while testing an experimental light-speed engine designed by Dr. Wendy Lawson, whom Vers recognizes as the woman from her nightmares. Fury informs S.H.I.E.L.D. of their location and a team arrives. When he realizes that Keller is Talos, Fury helps Vers escape in a prototype jet with Lawson's stowaway cat, Goose.

They fly to Louisiana to meet former pilot Maria Rambeau, the last person to see Vers and Lawson alive. Rambeau and her daughter Monica reveal that Vers is Carol Danvers, who was once like family to them. Talos, arriving unarmed, says the Skrulls are refugees searching for a new home to escape the Kree's unjust war and Lawson was Mar-Vell, a renegade Kree scientist helping them. Talos plays a recovered blackbox recording from Lawson's jet, prompting Danvers to remember the crash: Yon-Rogg killed Mar-Vell to prevent her from destroying the engine before the Kree could recover it. Danvers destroyed the engine herself and absorbed its energy, gaining powers but losing her memory.

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

Danvers overpowers Yon-Rogg and sends him to Hala with a warning for the Supreme Intelligence. She then departs to help the Skrulls find a new homeworld, leaving Fury a modified pager to contact her in an emergency. After experiencing extraterrestrial threats, Fury drafts an initiative to locate more heroes like Danvers, naming it after her Air Force call sign "Avenger". In a mid-credits scene set in 2018, the pager has been activated and is being monitored by the Avengers when Danvers appears looking for Fury. In a post-credits scene, Goose climbs onto Fury's desk and regurgitates the Tesseract.

Cast

Brie Larson as Carol Danvers / Vers / Captain Marvel: An ex-U.S. Air Force fighter pilot and member of an elite Kree military unit called Starforce. She was imbued with superhuman strength, energy projection, and flight after exposure to Tesseract energy. Larson described Danvers as a "believer in truth and justice" and a "bridge between Earth and space", who must balance her unemotional Kree side with her "flawed" human half. Larson also called Danvers aggressive, quick-tempered, and invasive—attributes that help her in a fight but prove to be character flaws. Marvel Studios president Kevin Feige said Larson was cast because of her ability to balance the character's vast powers with her humanity. Due to concern that Larson (aged 26 when she was cast) was too young to portray an accomplished airman, screenwriter Nicole Perlman consulted with the Air Force, who said it was possible for someone to excel between the ages of 28 and 34. Larson trained for nine months for the role, 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, in preparation for the role. Carol Danvers is portrayed as a thirteen-year-old by Mckenna Grace, and as a six-year-old by London Fuller. Samuel L. Jackson as Nick Fury: The future director of S.H.I.E.L.D., who at this time is a low-level bureaucrat. Fury appears without his signature eye patch as the film is set before he loses his eye. Feige explained that Danvers is the first superhero that Fury has come across, which sets him on a path to his role working with heroes in later-set MCU films. Jackson described Fury at this point as a desk jockey, who has not yet become cynical towards bureaucracy and who learns in the film that there are superpowered beings who could help S.H.I.E.L.D. Jackson added that trusting Danvers plays a key role in his development, as they become "compatriots" throughout the film. Jackson was digitally de-aged by 25 years, the first time Marvel had done this for an entire film. Ben Mendelsohn as Talos and Keller: Talos is the shape-shifting leader of the Skrulls who goes undercover at S.H.I.E.L.D. as Fury's boss, Keller. Mendelsohn described Keller as "buttoned up" compared to Talos's "more laid-back" Skrull persona. Mendelsohn uses an American accent inspired by former United States Secretary of Defense Donald Rumsfeld for Keller, and his native Australian accent for Talos; the latter was chosen, after a "lengthy discussion", due to what Mendelsohn called "earthy correctness". The makeup and prosthetics necessary to portray Talos took "a couple of hours" to apply. Executive producer Johnathan Schwartz added that "it's sort of fun to show off both the Skrull's powers and Ben's range as an actor" with the character. Talos also takes on a surfer-girl form, portrayed by Emily Ozrey and Abigaille Ozrey, and a Kree soldier disguise played by Duane Henry. An early version of the script had the character dying in the film. Djimon Hounsou as Korath: A Kree swordsman and second-in-command of Starforce. Hounsou explained that Korath was "at his infancy" in the film compared to his appearance in the Marvel Cinematic Universe (MCU) film Guardians of the Galaxy (2014), but was "still a humorless machine". Lee Pace as Ronan the Accuser: A high-ranking Kree official. Compared with his appearance in Guardians of the Galaxy, Ronan is not yet a "radical zealot", with his role in the Kree military intersecting with Starforce "in an interesting way". Lashana Lynch as Maria Rambeau: One of Danvers's oldest friends and a fellow Air Force pilot who goes by the call sign "Photon". She is a single mother to daughter Monica. Lynch described Rambeau as "resilient" and someone "that you don't feel like you need to help". Larson called Rambeau "the representation of love" in the film and "an incredible badass". She described the friendship between Danvers and Rambeau as equal, with "a playful competitiveness [and a] mutual respect". Like Larson, Lynch met with active duty airmen in preparation for the role. In particular, she met with pilots who are also mothers. Lynch was excited to portray a character the audience would be proud of and could relate to, especially mothers and members of the black community, helping to continue "a real through-line" for African-American characters in the MCU after Black Panther (2018). Gemma Chan as Minn-Erva: A Kree sniper and member of Starforce. Chan explained that Minn-Erva was "the star of Starforce" before Danvers joined the team and is "slightly threatened by someone else who has come in and is also very talented". Annette Bening as the Supreme Intelligence and Mar-Vell / Dr. Wendy Lawson: The Supreme Intelligence is an artificial intelligence that is the collective embodiment of the greatest minds of the Kree people, and the ruler of the Kree Empire. It appears in different forms to each person, specifically to Vers as rebel Kree scientist Mar-Vell, who had disguised herself on Earth as Danvers's boss Dr. Wendy Lawson. Mar-Vell was originally written as a male love interest to Danvers as in the comics, but after struggling to cast the character, co-director Anna Boden suggested that they cast a woman instead, and tie her in to the Supreme Intelligence storyline by combining those characters. Boden said Bening was "regal" as the Supreme Intelligence, and "casual and cool and laid back" as Lawson. Feige said changing Mar-Vell's gender was important to Danvers's development in the film, giving her a female mentor.