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Captain Marvel: Badass Air Force pilot, Human-Kree powerhouse... and old-lady-puncher.
"You know, you should be kinder to your neighbors. You never know when you want to borrow some sugar."

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  • Carol jokes that the reason Korath is so freaked about a Skrull taking his form is because he's ugly. Then she notes that he never laughs. Korath insists that he does laugh... on the inside. He's not laughing now, though.
  • Carol taking on some Skrulls, with her hands still trapped. When one just animalistically yells a battle cry to her, what does Carol do? Yell back mockingly just as loud (complete with sticking out a tongue) and proceeds to beat the crap out of him.
    • What makes it even more funny is that they sound less like two individuals who are trying to kill each other and more like two kids having a playground fight.
  • In the process of going through Carol's memories after capturing her, Talos can be heard talking, very baffled by some of the images they are seeing and wondering if it's working right. He orders the techs to start at the beginning (of the day of the crash). Apparently, they "rewind" too far back and see Carol as a little girl in various scenes. Talos comments that it's charming.
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  • The Skrulls find a bit where they have trouble focusing on what Carol's seeing. One of the techs then proceeds to tap her head (similar to how people are shown tapping old CRT TVs to get better reception in other shows). This actually works for a bit, showing some new memories, which makes Talos enthusiastically tell the Skrull tech to "do it again".
  • After being surrounded by Skrulls during her escape from their ship and seeing that she can't use photon blasts since her hands are still trapped, Carol just calmly asks if any of the Skrulls know how to get the restraints off her hands. When none of them answer, she starts swinging her arms around and wins the fight by simply clubbing the Skrulls in the head with her restraints until they're knocked out.
    • Immediately after that, Carol need to press a button to open a door, something she can’t do with her restraints on. So she press the button with her bare foot. It’s easy to miss because it goes by very quickly but it’s what the camera zooms in on. Were Quentin Tarantino or Joss Whedon somewhere on the set for that scene?
  • After fighting her way through the Skrull ship, Carol stops right before leaving and looks down to notice that she's barefoot. The scene cuts back to the interrogation room where two Skrull techs are cleaning up the mess from Carol's escape before panicking when Carol suddenly blows in the door and calmly walks in, ignoring the terrified techs, to retrieve her boots.
  • Carol crash-lands in a Blockbuster Video store. In the trailer, it's the way of assuring us the film is set in the 90s — in either case, this film will definitely be a Blockbuster.
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    • She immediately shoots of a paper cutout for True Lies, blowing off Arnold's head, upon believing it was a living enemy.
    • In another sign of her being intrigued by the place, she even picks up a tape for The Right Stuff.
  • Carol approaches the guard outside, and her interplanetary jargon confuses him so much he can barely answer. His first assumption is that she must be some kind of cosplayer looking for the nearby theater. Though once she asks for communication equipment, he can point to a Radio Shack with no problem.
    • By the time she's finished with her call, and SHIELD arrives, Coulson goes to check up on the security guard, who apparently spent several hours sitting in his car, shell-shocked. Or his shift isn't over yet.
    • The "communications equipment" that Carol salvages for parts? A Nintendo Game Boy. It even makes the signature "ping" when Carol connects with Star Force.
  • Carol calls up the Star Force, appearing in a hologram, talking of her mission and Earth... and then the classic "if you'd like to make a call..." voice echoes, confusing everyone before the line goes dead.
  • Just the sight of our two favorite S.H.I.E.L.D. operatives, Nick Fury (Samuel L. Jackson) and Phil Coulson (Clark Gregg) being de-aged. Both of them have hair.
  • Nick's intro to Carol mentions the lady who crashed into a Blockbuster wearing laser-tag equipment. Granted, Carol has likely been in laser shoot-outs, and the armour was likely built with this in mind, so... he's not technically wrong.
    • Also, when he asks if she "knows anything about the lady who crashed through the roof," Carol does the old "yeah, she went that way" bit. Fury has to laugh.
  • When Talos and the rest of the Skrulls land on the beach on Earth, the scene is initially treated as a serious. As the Skrulls begin to borrow the forms of people they see, Talos notices that one of the other Skrulls has transformed into the form of the same female surfer that he did, leading him to point out that the form is already taken in an exasperated manner.
    • Talos, after assuming the form of the female surfer, continues to speak in his normal voice, just for the added hilarity of hearing Ben Mendelsohn's undeniably masculine voice coming from a teenage girl.
  • Carol is up front identifying herself as Kree Starforce and talking of the Skrulls. It takes Fury laughing for it to sink in to Carol that she's on a world so distant that it has no idea about any alien forces.
    Carol: Oh, wow, you people don't have a clue, do you?
  • Stan Lee is actually playing himself, if the fact that he's reading the script to Mallrats is any indicator.
  • Carol punches an old woman (a Skrull in disguise) in the face. Out of context, it looks odd and hilarious.
    • Some fans noted that, seemingly proving how dangerous she will be to Thanos, Carol went for the head.
    • As a bit of meta-humour, something like this in a normal action movie trailer would be treated as a cut from the action to a joke, perhaps showing the old lady to be a real human and Carol's horrified reaction to realizing she was mistaken. Instead, it's treated as if it was a normal action shot, as if the sight of this godlike superhero decking an old lady in the jaw is along the same lines as her flying or fighting off scores of mooks.
    • Made even funnier by the fact that the tagline shown in the trailer was "Discover what makes her a hero" right before Carol slugs an old lady in the face with all her might.
    • Plus, consider the poor sods who don't know the comics at all, and thus don't even have "She's probably a Skrull" to fall back on when seeing this shot.
    • The second trailer actually starts out with this scene and shows that, yes, the elderly woman is indeed a Skrull, like the marketing guys realized they didn't quite think through how it looked and they'd better make clear as soon as possible what's really going on.
  • As the formerly old lady Skrull changes into someone else, we see the original human downright shocked behind Carol.
  • Coulson and Fury are following Carol in a car when Fury gets a call... from Coulson. Who's still at the Blockbuster. And wondering where everyone went.
    [awkward pause as Fury and the Coulson Skrull stare at each other]
  • When Nick Fury crashed his car due to fighting with a Coulson-disguised Skrull, he's wounded just above his left eye and the S.H.I.E.L.D. coroner asks if Fury's left eye is okay. Fury quickly remarks that "It's fine, but it can't believe what it's seeing". You thought that's where Fury lost his eye, didn't you?
  • During the autopsy of the Coulson Skrull, Fury and Keller a share silent look after discussing the appearance of aliens and both peek under the blanket to see what his... equipment looks like. And they both look a little impressed by what the dead Skrull is sporting under that blanket. It's even funnier, in a rather dark way, when it's revealed that Keller is actually the disguised Talos, meaning the poor Skrull had to pretend to be fascinated while staring intently at his dead friend's junk to avoid blowing his cover. Or rather, to stare at his private's... privates.
  • Carol the galactic space warrior having to go to an internet cafe to get the information she's looking for, and operating the keyboard by hunt-and-peck typing.
  • Despite wearing a suit packed with technology far in advance of Earth, Carol has to find a location... by poring over a massive road map she clearly can barely understand.
    • That she's standing in a parking lot doing it and people barely bat an eye is better.
    • A motorcycle rider puts the moves on Carol with shots on her suit. As soon as he walks into a shop, Carol eyes the motorcycle. Cut to a nearby clothes shop mannequin stripped down and Carol riding off in jeans, a Nine Inch Nails t-shirt and jacket.
  • Talos feeling that the glasses go great with his human disguise even though he states that he doesn't need them to see.
  • Fury asks for information on the Skrulls, and Carol explains that they are alien beings able to shape shift into anyone they see. Fury then ask Carol for proof that she herself isn’t a Skrull, which she tries to prove by firing a photon blast at a juke box. This does not assuage Fury’s fears that she is a Skrull, considering he just knows Skrulls are shapeshifters.
    Nick: Prove you're not a Skrull.
    [Carol fires photon blast right past Nick's ear, after which Nick gives a look that says “what does that prove?!]
    Carol: That's a photon blast.
    Nick: And!?
    Carol: A Skrull cannot do that.
    Nick: I’m supposed to take your word for that?
    • Fury says, "This isn't the weirdest thing to happen to me today," so Carol replies, "Well, the day just started."
    • Carol drills Fury on a series of his oldest memories, something that a Skrull has no access to while in disguise and caps it off by asking for some strange quirk that even a Skrull can't come up with. Her reaction when he says he won't eat toast that's been cut diagonally makes it clear she asked for the last one just to screw with him.
  • Apparently even Nick Fury and his mom are on a Last-Name Basis with each other. And if he has kids one day, he will have them calling him Fury as well.
  • Just about every exchange between Carol and Fury is prime Snark-to-Snark Combat. For instance:
    Fury: You look like someone's disaffected niece. Put this on.
    Carol: [looking confused at S.H.I.E.L.D. hat] What's this?
    Fury: It’s the S.H.I.E.L.D. logo.
    Carol: Does announcing your identity on clothing help with the ''covert'' part of your job?
    Fury: Says the Space Soldier who was wearing a rubber suit.
    • Carol's look as Nick calls her Kree armor a “rubber suit” is hilarious for just how offended she seems to be that someone would insult her armor.
    • Once Fury notes Coulson likes him, Carol's response is "He clearly doesn't know you much."
  • At Project Pegasus, Fury and Carol are locked in a room with the door only activated by thumb print. Fury does some fancy spy work by using scotch tape to lift the print a guard left behind on his SHIELD ID badge and then using it to open the door. A few minutes later, he and Carol go to the records room with Fury getting the tape out to do the same trick. Carol just nonchalantly blasts the door open with a simple power shot. Especially amusing because this is, perhaps, the only time we've seen Nick Fury, super-spy, employ fieldcraft that a Real Life spy might resort to, lacking specialized equipment.
    Fury: You sat there and watched me play with tape when all you can do is... [imitates Carol's hand blast stance]
    Carol: Didn't want to steal your thunder.
  • Nick Fury cooing over Goose the cat until Carol tells him to keep things moving.
    • Making it even more hilarious is that Nick Fury, the Badass Normal Agent (later Director) of S.H.I.E.L.D. that doesn’t take shit from anyone... is fawning over a cat. And he continues doing it throughout the film.
    • Goose actually uses her paw to push away Fury's hand.
  • As Carol and Fury are running from the S.H.I.E.L.D. agents under Talos' command, Carol barricades a door then impatiently holds her hand out to Fury. He fails to notice until she taps him on the arm, at which point he asks "What?" She angrily demands "Your communicator, since you clearly can't be trusted with it!"
  • When about to take off in the prototype Quadjet, Nick Fury asks Carol if she knows how to fly it and isn’t comforted by her answer.
    Nick: Do you know how to fly this thing?
    Carol: We'll see.
    Nick: [nervously] That’s a yes or no question.
    Carol: [smiles in amusement] Yes.
    • What’s better is that it's very likely Carol was just messing with Fury, even if her memory's still returning.
    • Once they do take off, they realize that they have a stowaway...Goose the cat being spread-eagled against a stack of crates by the G-Forces of their takeoff.
  • After Carol mistakes the Rambeaus' neighbor for Talos, the Skrull himself is inside, calmly sipping on a soda cup while snarking the quote atop this page.
    • The bit with the neighbor is pretty hilarious as well, especially when Maria closes the door, but Carol doesn't break her Death Glare even when the door is only open a tiny crack. Doubly funny for anyone familiar with Louisiana. The neighbor's accent and mannerisms were so over the top that Carol couldn't believe he wasn't acting. That's right: Cajuns are apparently so ridiculous that "alien shapeshifer" seems more likely than "real human."
    • Really, just the sight of a Skrull in a suit coat, drinking a cup of soda is worth the price of admission on its own. Especially when you consider that the Skrulls' shapeshifting allows them to spontaneously generate clothing... meaning that Talos took the time to steal Keller's actual coat.
      • The soda bit is even funnier given that the marketing for the other Captain Marvel movie coming out prominently featured the protagonist drinking soda from a straw too. Whether it was intentional or not, it's funny.
    • Talos seems to take a liking to Earth fashion by the time he’s making an alliance with Carol, Fury and Maria to get help in saving his people, seeing as he shows up casually rocking a blazer over his alien Skrull attire just as an affectation.
    • He then tells them he's not here to fight, he just wants to talk. He has insurance in the form of one of his Skrulls impersonating Maria, standing outside with young Monica. As Carol and Company ask why they should trust this Skrull and make any kind of deal with him, especially when he's basically holding a little girl hostage, Talos pauses a minute, shrugs, then admits it's a valid point.
    • Talos somehow knows what "jazz hands" are, as he tells Carol to put hers away.
  • After coming inside, "science guy" transforms back from imitating Maria, and when Monica gives him a horrified look, he just gives her a small, awkward shrug.
  • Talos is terrified of Goose, the cat. Everybody makes fun of him for it. Then we find out what Goose is capable of and the gang looks ready to shit its pants.
  • Talos reveals he has the black box recording of the day Lawson and Carol crashed. When an astonished Maria asks how Talos got his hands on something so top secret, his reply is basically "Um, hello? Shapeshifter."
  • The mood is tense when Talos hands over the black box of Carol’s downed jet so they can all learn what really happened that day. The awkward silence drags on as they load the CD-Rom into a 90s computer and the damn thing takes forever to load. Of course Fury and Maria are used to it, but Talos and Carol are from societies with galactic-range communications, and the movie audience are accustomed to sound clips loading in seconds. Talos doesn't even know what loading is.
  • Maria and Carol figure out that the coordinates left to them by Mar-Vell are actually a physics equation that points to a specific point in orbit. Talos then proceeds to ask his "science guy" why he never figured that out. The smarmy way the humans are all explaining this "basic physics" problem to a Higher-Tech Species with FTL ships and rayguns is priceless.
  • When Maria protests going into space as she cannot leave her daughter Monica alone, Monica herself notes how awesome the mission is and tells her mother she’s setting a terrible example for her. Carol about wets herself laughing and Maria seems torn between shock and laughter.
    Monica: This is probably the most incredible mission in the history of missions, and you're really gonna give that up just to sit on the couch and watch Fresh Prince with me?
  • When flying into space, the group has a rough ride through the atmosphere. Fury asks uneasily if this is normal, and Carol assures him yes... while Talos next to him, wide-eyed, shakes his head no.
  • Talos is still nervous about having Goose around, telling Fury they shouldn't have brought her. Fury replies that, since the truce with the Skrulls is shaky at best, and Goose continues to creep Talos out, he's "going to give her all the loves and hugs she needs!" As he's nuzzling Goose, she looks aside with a clear expression of "Okay, this is starting to get old."
  • As Carol and company leave the atmosphere on their way to Mar-Vell's ship, Goose ends up floating helplessly in midair until Fury grabs her.
  • The gang question Talos as to the nature of his shapeshifting, asking if he can turn into a cat ("What's a cat?") or a filing cabinet.
    Talos: Why would I want to turn into a filing cabinet?
    Fury: Venus flytrap. Turn into a Venus flytrap right now, I'll give you fifty bucks.
  • When the good guys arrive at Mar-Vell's orbital lab, the audience is treated to the reveal of the Tesseract... and then Goose goes up and bats at it with a paw. To reiterate: everyones favorite house cat is pawing one of the Infinity Stones like she's expecting it to come to life (especially funny since the Space Stone might actually be alive).
  • When Carol is connected to the Supreme Intelligence, it takes the form of Mar-Vell in a leather jacket (which it describes as "killer"), then starts dancing to Nirvana's "Come As You Are". We repeat: the Supreme Intelligence, the genocidal leader of the Kree Empire, is grooving to classic rock while casually plotting the destruction of both humanity and the Skrulls. The Mood Dissonance is a sight to behold.
  • Goose the cat's threat level according to an alien device? High. The threat level posed by S.H.I.E.L.D. agent Nick Fury? Low to none. Fury insists it must be broken.
    • Fury's distraught reaction when they put a muzzle on Goose.
      It's a cat, not Hannibal Lecter!
    • Just the fact that they restrain the threat-level-high Flerken with a space-age cat carrier.
  • While being chased by Kree soldiers, Fury holds out Goose, who proceeds to swallow all 5 of them... then follows up with a pathetic little mew.
  • After both their guns have run out, and Fury and Maria are cornered by Kree soldiers. Fury holds Goose out in front of them... then when the 'cat' does nothing, does it again, as if Goose is broken. Then, when he drops Goose and Goose goes to fawn over one of the Kree soldiers, his main reaction is disappointment and groaning "Goose, pick a side!" — of course, it turns out that said Kree was Talos in disguise.
  • Minn-Erva doesn't mince any words when Carol questions the nature of their relationship:
    Carol: You knew [about my true power]... is that why we never hung out?
    Minn-Erva: No... I just never liked you.
    • Minn-Erva, who was holding an impressive-looking weapon at the time, proceeds to fire it at Carol. A small rubber dart bounces harmlessly off her head. Perplexed, the Kree looks at the side of the gun, and we see "NERF" printed on it.
  • Carol's beatdown featuring some No Doubt in the background. It fits the mood, while also displaying great irony in a One-Woman Army kicking ass as "I'm just a girl, all pretty and petite" is heard.
  • A good part of the climax has everyone fighting in complete seriousness over a classic Fonzie lunch box, all while we know full well it's a diversion. Also possibly a reference to Samuel L. Jackson's line about "three little Fonzies" in Pulp Fiction.
    • After Carol fights the Star Force to a stalemate, the handle of the lunch box breaks off, causing the lunch box to drop to the floor and pop open, revealing that the Tesseract is not inside.
      Yon-Rogg: Nice diversion.
      Carol: I could've sworn I put it in there.
  • The silent freak-out of Ronan's second in command as they watch Carol lay waste to the Kree Accuser fleet gets progressively more hilarious as it gets worse.
    • After Carol effortlessly obliterates the first Accuser ship she gets to, Ronan and his second in command share a slightly panicked glance at each other before getting a good Jump Scare when they turn back to see Carol hovering right outside the window giving them her best Death Glare until Ronan quietly orders the remaining ships to retreat.
  • After Carol succeeds in shooting down Yon-Rogg and fending off an attack by Ronan, Carol comes back down to Earth for a final showdown with Yon-Rogg, who gives a monologue about fighting fair-and-square, telling her to turn off 'the light show' because that's the only way to finally prove herself... Only for Carol to simply send him flying into a cliff-face with one blast, before quite literally dragging him back to his ship.
  • Samuel L. Jackson actually gets to play Fury to drop his signature F-bomb again!... Well, sorta. He actually says, "Motherflerken!" which may also be a case of Last-Second Word Swap since there are children nearby.
    • And we find out how Nick's eye got damaged: an adorable Flerken (an alien that looks like a cat) scratched him. Nick thought it would heal on its own, but...
    • In the aftermath, as Fury contemplates his new initiative, Coulson comes in and offers him a gift: a box full of fake eyes. He also asks if it's true that the Kree destroyed his eye because he wouldn't give him the Tesseract; Fury neither confirms nor denies it. After all, nothing destroys the mystique of an intimidating injury quite like the humiliating truth of "scratched blind by an angry alien kitty cat that I accidentally annoyed by playing with her chin too much."
    • In Captain America: The Winter Soldier, Fury says: "Last time I trusted someone, I lost an eye". This line becomes funnier from the revelation on how he really lost it.
    • As an added bonus, when asked where the Tesseract is, Fury just glances at Goose, and dismissively says it'll turn up later. It's confirmed by The Stinger, where Goose just casually barfs up the Tesseract on his desk!
  • Talos mentions that he’d be happy to take on Keller’s form permanently, having quite liked his beautiful blue eyes. Of course, both Keller and Talos are portrayed by Ben Mendelsohn.
  • To show how Marvel is better to say than Mar-Vell, Nick Fury starts singing The Marvelettes. Carol is highly amused. It's also somewhat funny on meta level since he's basically saying the Marvel name is better as the company's name wasn't originally "Marvel Comics".note 
  • Although the stinger for Endgame is understandably tense, there is something darkly funny in that Carol has quite possibly the flashiest power set of all the heroes save for perhaps Thor, yet the surviving Avengers completely Failed a Spot Check in not noticing the living human meteor that must have landed right on their doorstop and barged right in!

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  • Some of the trailer's detractors doctored images of Carol so that she's smiling in scenes where she probably wouldn't. This was countered by Brie Larson herself posting some images of Marvel's male superheroes showing off some very unnatural-looking smiles, including Doctor Strange, whose total number of smiles can be counted on one of his mangled hands. It has to be seen to be believed.
    • Which in turn makes the scene where the biker tells Carol to smile even funnier.
  • "Captain Marvel goes too far with 90s nostalgia"
    • The fact that she picks up a copy of Batman (1989), widely considered one of the greatest superhero movies ever... and puts it back in favor of watching... Ghost Dad.
    • Worse is that, depending on how long she's been gone, it makes sense. Who the hell would expect a movie about Batman to be good, considering the last well-known Batman media was the '60s TV seriesnote , while a Bill Cosby movie would seem a safe bet.
      • The movie mentions she's been gone since 1989 — so it entirely possible she just missed hearing about Batman 1989.
  • Brie Larson posted a picture of herself in costume with a message encouraging people to vote in the midterm elections. Naturally, a lot of fans started scrutinizing the image for clues about the movie, and someone found a phone number in the background...and then had to warn everyone not to call it as it's a phone sex service.
  • Samuel L. Jackson said in an interview a few months before the movie came out that Carol is one of the few Marvel characters who can time travel and implied that's how she's going to help the Avengers. A couple of days before the film's release, Jackson admitted that after ten years of doing these movies he finally got so fed up with people asking for spoilers that he just straight-up made up the spoiler, to troll people with this one.
  • The official website really goes all in with the 90s nostalgia, done up in the style of a typical Geocities website. You can even punch the Skrull Grandma that occasionally pops up!
  • Annette Bening admitted while promoting the film that she finds the MCU "a bit confusing," while insisting she understands her own quite weird and complicated role perfectly.
  • On February 22, 2019, Marvel had a livestream...of Goose the Cat (well, one of the four cats who played Goose). If you watch the entire livestream, you'll even see Samuel L. Jackson feed him!
  • According to Brie Larson filming with the cats that play Goose was difficult due to the fact that Brie is very allergic to cats and could only be around them for so long until she began to break into hives. Due to this, the cat is replaced by a digital double in several scenes.
  • The fact Goose the cat, of all people, is featured on the promotional posters of the movie.
  • Larson's first attempt at the Face-Revealing Turn, with a completely blank expression.
  • The internet has decided that Goose is going to be the one to defeat Thanos. By eating him.
    • This is helped by memes showing the reason for Thanos having three claw marks on the side of his face: Goose scratched him.
  • During the second post-credit scene, we see Goose hop up on Fury's desk and start making a particular cat-noise. Every audience still watching knows she is returning/giving the Tesseract to Fury, but think about it: millions of people are actually waiting around to see a cat throw up.
  • Clark Gregg's response to Mark Kolpack's (VFX supervisor on "Agents of S.H.I.E.L.D.") awe at the age reduction VFX.
  • Nine Inch Nails art director Rob Sheridan calls out Carol Danvers for using bootleg merchandise.
  • Given "Just a Girl" is featured as Carol beats up her old squad, why not have her and Fury sing along?
  • The gag reel is a thing of beauty, with Brie Larson laughing and making goofy faces a lot to contrast her stoic character, the fake cats being highlighted, Skrulls doing sheep noises, and a fly entering a Skrull's nose.

"Mother-flerken!"
— Nick Fury, losing an eye to someone he trusted.

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