1. I think the kindest way to interpret Captain Marvel is as a much worse version of Guardians of the Galaxy. But everything that Guardians of the Galaxy relied on (a charismatic lead, excellent support characters, emotional variety, humor, dialog and suspense) is noticeably below average for Captain Marvel. E.g. Rocket is a huge upgrade vs. Maria – Rocket has enough personality to create interesting scenes with virtually anybody in the MCU, whereas Captain Marvel does not get the side support she needs from any of her surrounding characters. (Not that Captain Marvel herself is without fault for this disaster – Groot arguably has more emotional depth and as many memorable lines as she does, and he’s a tree with a 5 word vocabulary).

2. Unless you give Captain Marvel a LOT of points for being the first MCU superheroine movie, it’s not the best MCU movie at anything besides most glowing hair scenes or most useless side-characters. If you are inclined to give Captain Marvel a lot of points for having a female protagonist, I’d recommend checking out Wonder Woman, The Incredibles, Alien(s), Terminator, Hunger Games, Battlestar Galactica, the original Nightmare on Elm Street and Halloween. They’re a lot better than this.

2.1. If at any point you feel like your action movie would benefit from a character whose main role in-scene is to hold a cat, get back to rewrite.

3. The opening takes ~10 minutes to establish that the 95% emotionless Carol is expected to take it up to 100% and that there’s a war going on with the Skrulls. First, this is unnecessarily long for this material, and getting through the Hala scenes quickly would probably improve the pacing of the movie. Second, this setup pushes Carol in a noticeably less interesting direction. “There’s nothing more dangerous to a warrior than emotion.” Okay, but there’s almost nothing more dangerous to a protagonist than having no emotion. You can be a very serious combatant and still radiate adventure and excitement and charm – see Wonder Woman, Thor, Gamora, Tony Stark, etc.

3.1. One Kree soldier mentions to Carol that it was disturbing seeing a shapeshifter take his appearance CAROL: “Maybe if you were more attractive it would be less disturbing.” SOLDIER: “You think you’re funny, but I’m not laughing.” Carol’s one-liner is alright, but there was an opportunity here for a better followup, if the story hadn’t handicapped itself using a “No emotion/humor allowed” planet.

3.2. There’s an early scene with Carol and the Supreme Intelligence, but they’re probably not able to have an interesting scene at this point. They don’t really have anything to talk about besides the backstory with the Skrulls and making Carol completely emotionless, neither one of which is particularly promising. The backstory with the Skrull war is common knowledge in-setting, so we might be able to handle this more smoothly in a news blurb about a Skrull imposter getting arrested or an update in the war on the Skrulls. Alternately, it might be possible to handle this in the briefing scene for the mission to Torfa.

3.3. Some reviewers have referred to the main character’s role as “robotic.” I don’t think that’s fair — most actual robot characters actually get more emotional variety than this (e.g. WALL-E, Rogue One’s K-2SO, Westworld’s Maeve and Teddy, maybe 2001’s HAL, Vision, maybe Star Trek’s Data, Game of Thrones’ Bran, and from video games GLADOS and HK-47).

4. The movie is unusually heavy on unnecessary audience cues. Don’t call out your viewers as idiots, and don’t waste time.

• “TORFA: KREE BORDER PLANET.” This comes seconds after a scene mentioning that they were going on a mission to this planet.
• “SUPREME INTELLIGENCE – AI LEADER OF KREE CIVILIZATION” – this could have been handled more smoothly in-scene.
• It’s immediately obvious that Fury’s boss Keller is a Skrull (e.g. in the strange way he speaks to Fury in their first scene together or referring to Fury as “Nicholas”, which Fury has a visible, hard-to-miss reaction to). There’s no need to have him reveal this to the corpse. (Also, having him caress the corpse with humans in the room makes him look notably incompetent, which reduces the threat level).
• The heroes see a steaming cup of coffee on a ship they expect to be abandoned. “We’re not alone.” I think that’s obvious to anyone older than 8. Having a character silently alert other characters to the coffee should be enough, and maybe Captain Marvel charges up her photon blaster to cue children in the audience that the threat level is higher than it was a few seconds ago.
• “That’s no MiG”. What gave it away, the lasers? Or the spaceflight?
• “It’s firing behind it” – a close-up shot on rear-mounted lasers and Captain Marvel dodging incoming fire would probably cover this more smoothly.
• “She’s trying to break out.”
• “Species: Flerken. Threat: High.” Talos panicked after seeing the flerken, so it should be pretty obvious that the cat is dangerous.
• “I’m Just A Girl” – in case you forgot.

5. After Carol gets captured by the Skrull, there’s a flashback scene. The flashback guts scenes that theoretically could have been interesting. Admittedly, not very interesting. None of the characters that come up in these vignettes feel very promising, and none of them even get a name here. So we’re 15 minutes in and we haven’t actually met a side-character more interesting than the “You have to be emotionless” instructor. Rough.

5.1. This scene runs like a first-draft. There’s some indication that the writers think that they are introducing Lawson as a noteworthy character, but this is an oddly nondescript way to do so. PS: If you repeat lines that were boring as sand the first time, they only get worse.

SKRULL TECH: Hang on, I think I’ve got it.
LAWSON: Goose likes you. She typically doesn’t take to people.
CAROL: Early start to your morning?
LAWSON: Late night, actually. I can’t sleep when there’s work to do. Sound familiar?
CAROL: Flying your plane never feels like work.
LAWSON: Wonderful view, isn’t it?
CAROL: I prefer the view from up there.
LAWSON: You’ll get there soon enough, ace.
(scene starts to rewind)
LAWSON: Sound familiar?
TALOS: Wait, wait, wait! That’s her. Get her back.
ASSISTANT: Stand by.
LAWSON: Wonderful view, isn’t it?
CAROL: I prefer the view from up there.
LAWSON: You’ll get there soon enough, ace.
TALOS: What’s that on her shirt? I couldn’t read it.
LAWSON: Wonderful view, isn’t it?
CAROL: I prefer the view from up there.
TALOS, to Carol: Focus.
CAROL: Excuse me?
TALOS: Look down.
TALOS, reading. Pegasus. Dr. Wendy Lawson. That’s her.
CAROL: Do you hear that, too? [this is a notably weak reaction to hearing voices and getting weirded out by conversations repeating themselves).
TALOS: Do we have her location?
SKRULL TECHNICIAN: Got it.
TALOS: Now track Lawson until we find the energy signature.

5.2. There’s about four minutes of Talos navigating his way through her memories. She’s a fighter pilot, she drives a go-kart recklessly, male cadets think she’s too emotional (God, not this again), she plays pool and sings in a bar, and she finds an alien ship. This is a lot of time to spend without making an impact. I’d suggest focusing on 1-2 of these and making them count.

5.3. One concept for this scene that would have created more interesting opportunities for interaction between Marvel and Talos would be an interrogation scene with the two talking as her memories play out on Skrull monitors. Having her react to her memories and/or offer any insight beyond what we’re seeing and/or any sort of conflict with Talos is more promising than having her unconscious.

5.4. If you’d ever want your main character unconscious during a scene focused on her backstory, you probably don’t have the right main character. Or the right backstory.

6. If you’re creating an alien species, I’d recommend that they either all look human or all look non-human, especially if your plot involves a human adopted by aliens. Yon-Rogg looks 100% human, and we shouldn’t have to guess whether he’s a human or not. (PS: He’s not).
6.1. Later on, Nick Fury does not think it’s notable that Carol looks exactly like a human. Isn’t that pretty strong evidence that she is probably a shapeshifter? (What are the odds that an alien species would just happen to look exactly like a human?)

7. Dialogue was off in a lot of places. For example:

• “Then dig deeper. Lawson is our link to the light-speed engine. And everything we’re after…” When you’re having two characters talk about what they already know, I’d recommend sounding smoother than “As you know, Bob, this is what we already know.” In this case, I think something like “Then dig deeper. Find me the engine” would have sounded more natural.
• “There is testimony from a Maria Rambeau, the last person to see them alive.” Referring to an unknown fighter pilot as “them” rather than “him” feels anachronistic and out-of-character for a 1995 cop, particularly someone as brusque as Nick Fury.
• Talos’ character voice is all over the place. “Young lady”, “Jazz hands”, “bad trip”, “science guy”, etc. This could arguably be justified because he’s a shapeshifter absorbing a lot of memories and speaking styles from people he’s scanned, but if so, it could have been executed more smoothly.
• “Where’s Pegasus?” “That’s classified. Not unlike the file I’ve started on you.” This response is awkward and disjointed.
• “Name a detail so bizarre a Skrull could never fabricate it.” “I can’t eat toast that’s cut diagonally. But you didn’t need that, did you?” “No, but I enjoyed it.” This is probably the first good exchange in the movie. 40 minutes in.

8. The deaging effects for Coulsen and secondarily Fury look pretty weak. Coulsen’s forehead animation was distracting enough I’d suggest either giving him a SHIELD cap or possibly recasting with a younger actor.

9. The challenge level is unusually low. When the threats are this weak, that considerably reduces opportunities for suspense and excitement.

• No lasting consequences to any setbacks. For example, in classic Star Wars, losing a fight might mean a physical injury (losing a hand), the death of a major character (Obi-Wan) or even the destruction of a planet. In Captain Marvel, losing a fight means being involuntarily transported to the next scene, but they don’t even take your equipment. These aren’t even low stakes, they’re no stakes. PS: If you ever have a prisoner who can shoot a laser through your ship, don’t let her keep anything that would let her survive in space.
• All it takes Carol to win the fight with the Supreme Intelligence is to remember getting back up after falling off a bike, and pulling off her Kree control device. I think this neuters what should be a climactic moment.
• For most characters, falling out of a plane would be a major setback. No worries, she discovers she can fly. Unless you’re writing a Saturday morning cartoon, this is probably the least interesting option available for overcoming this setback.
• Having discovered she can fly a few seconds ago, she can fly well enough to catch a salvo of warheads and a fleet of interceptors from wrecking Earth. This is not as bad as Kylo Ren losing to someone holding a lightsaber for the first time (I think?) but it’s on the spectrum.
• She may or may not be able to defeat her ex-boss in melee combat. No worries, she lasers him. This shoots a potentially interesting opportunity for melee combat in the face.
• She isn’t shown having any unusual technical background (either before or after she gets taken in by aliens), but she’s able to engineer a payphone to make an intergalactic phone call using parts she got from Radio Shack. That seems like a Tony Stark-grade technical problem, something that requires skills amazing enough that they shouldn’t be coming out of nowhere. (Tony Stark might also get a longer scene showing his first attempts and how it gradually gets amazing over time).
• When they need to run from the military base, there’s a plane fueled and ready to fly. Of course there is. (Very thoughtfully, USAF armed it as well, just in case we need live rounds in a test plane, I guess).
• She’s able to build an intergalactic pager. Of course she is.
• Virtually everybody she interacts with for more than 10 lines regards her as singularly impressive. In particular, Maria’s gushing praise for her is embarrassing and Fury naming the Avengers after somebody that hadn’t been important enough to mention before is odd. In more effective movies, there’s ups and downs (e.g. check out friction between teammates in Guardians of the Galaxy, Avengers, and Into the Spider-Verse). Protagonists usually have more setbacks and have to work harder to prove themselves. PS: If you absolutely do need to have someone deliver gushing praise to Captain Marvel, it’d probably sound less bad coming from the grade-schooler than a hardened fighter jockey.

10. Nick Fury has a great car chase. After that, they either should have given him a reason to stay in the movie or written him out when Marvel enters the military base.

• Talos beats him up, and Captain Marvel saves him.
• In the final mission, he’s reduced to holding a cat which does a lot more than he does. As far as I can tell, the only reason to have him on this mission is to set up the line “Species: Human male. Threat: Low to none.”

Cost: High. Appreciation for Black Panther not calling out white people as useless: Increased.

• He loses his eye to a cat.
• He does a lot of baby talk with the cat. Re-reading the transcript, I feel so bad for Samuel L. Jackson. This is worse than getting eaten first in Deep Blue Sea.
• He sings a Marvelettes song.
• He helps with dishes.
• He names the Avengers after Captain Marvel’s callsign. This feels like a Poochie moment (trying too hard to introduce a character into an established series with a larger role than their audience credibility warrants), and might seem more natural if they revealed something like this after the character has been in several movies and established himself/herself more. For example, if a team like the Superfriends were retroactively named after Superman, at least he’s been one of DC’s most prominent characters since ~day 1, whereas naming them after someone like Superboy would be very strange. My impression is that Captain Marvel is more Superboy (or maybe even SuperPro) than Superman.

4. Relatedly, the movie is noticeably light on humor, particularly early on. “Humor is a distraction”, the villain claims. This is also an odd direction for a superhero movie but I’d note that even works which are deadly serious masterpieces can make great use of comedic moments.
–“Leave the gun. Keep the cannoli” (Godfather).
–“I am shocked, shocked to find that gambling is going on here” (Casablanca).
–“What if the dragon doesn’t want me to ride him?” “Then I’ve enjoyed your company, Jon Snow” (Game of Thrones).

• A worse version of almost every MCU movie – it’s noticeably substandard on side-characters, charm, intelligence, emotional variety, humor, dialog and suspense. In particular, in genre Guardians of the Galaxy executes all of these much better. (Rocket is a huge upgrade over Maria, and Groot gets more emotional depth and as many great lines as Carol does and he’s a tree). GOTG even uses some of the same side characters better. Unless you give it a LOT of points for being the first female lead in the MCU, it’s not the best at anything besides most glowing hair scenes. It is, however, better than the most recent Spider-Man movies.

2. The opening is awful – seven minutes in, we’ve talked about almost nothing besides that the setting and main character are meant to be emotionless and a little bit about war with the Skrulls. For example, one of the first lines is “There’s nothing more dangerous to a warrior than emotion.” Okay, but there’s almost nothing more dangerous to a protagonist than having no emotion. You can be a very serious combatant and still radiate adventure and excitement – see Wonder Woman, Thor, Gamora, Tony Stark, etc. The ability to mix this in as needed is a critically important writing skill.
2.1. I’m having trouble thinking of scenarios where pushing a main character in a mainly emotionless direction would make for better scenes.

2. The conversation with Supreme Intelligence is poorly executed in covering the backstory about the war with the Skrulls. The backstory is common knowledge in-setting, so there are many options for handling it more smoothly (e.g. a news update about a major setback in the wars against the Skrull, a news item about a Skrull infiltrator being hauled off with a note to be vigilant against the shapeshifting menace, maybe in the briefing scene before the pre-mission briefing scene, etc). handles the backstory about the war with the
The conversation with Supreme Intelligence is pretty awful exposition of backstory. This backstory about the wars with the Skrull is common knowledge, so there are many options for handling this more smoothly (e.g. a news update about a major setback in the wars against the Skrull, or a news item about a Skrull infiltrator being hauled off with a note to be vigilant against saboteurs/infiltrators, etc).

“There’s nothing more dangerous to a warrior than emotion.” There’s almost nothing more dangerous to a protagonist than having no emotion. You can be a very serious combatant and still radiate adventure and excitement – see Wonder Woman, Thor, Gamora, Iron Man, etc. The only favorable comparison that comes to mind is The Matrix being an incredible movie despite a leaden protagonist. So, this potentially COULD work, but at least The Matrix is an exciting journey even if the main character isn’t particularly excited (or exciting).
“I want you to be the best version of yourself.” Unfortunately nothing here is making either character more interesting. Unfavorable comparison to characters like the Ancient One and Yondu, who offer training to a main character but do so in a more interesting way.
The subway is an interesting setting for soulless “lose the heart, be a logical robot” training.
The character is pushed pretty hard in a robotic direction. Oddly, most actual robot characters actually get more emotion than this (e.g. WALL-E, Rogue One’s K-2SO, Westworld’s Maeve and Teddy, 2001’s HAL, Game of Thrones’ Bran, Vision, Portal’s GLADOS, or KOTOR’s HK-47).
The conversation with Supreme Intelligence is pretty awful exposition of backstory. This backstory about the wars with the Skrull is common knowledge, so there are many options for handling this more smoothly (e.g. a news update about a major setback in the wars against the Skrull, or a news item about a Skrull infiltrator being hauled off with a note to be vigilant against saboteurs/infiltrators, etc).
Seven minutes in, we’ve talked about almost nothing besides the main protagonist’s need to be emotionless and a little bit about war with the Skrulls.
So… some of the Kree have blue skin, and Carol doesn’t.
“Maybe if you were more attractive it would be less disturbing.” “You think you’re funny, but I’m not laughing.” Carol’s one-liner is alright, but there was an opportunity here for a better followup. It feels like the “No emotion/humor allowed” culture on this planet is having a real cost on the story.
Her trainer’s British accent is a bit distracting (in a way that Yondu’s Southern drawl wasn’t). And, also, he’s one of the most human-looking characters shown.
In a movie about a character getting adopted by aliens, it’d probably help if the first alien we’re introduced to doesn’t look exactly like a human. I assumed (very reasonably, I think) that he was a human that had also been adopted by the aliens.

After four minutes of this, she gets exactly zero moments that deserved to make it into a script, let alone the final cut.
“Then dig deeper. Lawson is our link to the light-speed engine. And everything we’re after…” When you’re having two characters talk about what they already know, try to sound smoother than “As you know, Bob, this is what we already know.” In this case, I think something like “Then dig deeper. Find me the engine” would have sounded more natural.
“It’s like a bad trip, isn’t it?” Hmm, sounds like the general is hipper than he lets on.
Carol’s unusually passive in this scene. Maybe make it a more classic interrogation scene where she’s conscious for most of it. More character interaction between Carol and Talos.
If a scene between your main character and her antagonist works better with the main character unconscious, you probably have the wrong main character.
Carol runs unusually slowly.
She’s taken prisoner, and they leave her in her battle armor. That seems… unwise. Also, leaving a space-ready suit on someone that can blow a hole in the ship creates an incentive structure that will probably not work out very well for the interrogator.
23:00 to 24:15 – a minute where she’s in a Blockbuster. Seems mostly unnecessary. For establishing that we’re in the 1990s, you could just use a payphone or the RadioShack reference later on.
Some of the de-aging effects for Coulsen and secondarily Fury are off. In particular, Coulsen’s forehead was bad enough to have him wear a SHIELD cap or recast him with a younger actor.
Fury fighting with fake Coulsen is actually pretty intense. I liked it.
Those AltaVista results are way too accurate for 1990.
“Where’s Pegasus?” “That’s classified. Not unlike the file I’ve started on you.” An awkward line poorly delivered.
At no point does Nick Fury mention that this person who claims to be from an alien race appears to be (and actually is) a very normal-looking human. In the context that the aliens they’re looking for are shapeshifters, that seems like it could potentially be relevant. (His only way of knowing that she’s not herself a shapeshifter is that she claims someone with her photon blaster couldn’t be a Skrull).
It doesn’t occur to either Fury or Carol that a cat running around the fifth basement of a security facility is worth looking into? It seems like this would be an obvious candidate for a Skrull.
Carol disappears in 1989, the movie takes place in 1995. Technically, the USAF had its first female fighter pilot in 1993, but in this movie pretty much all of the fighter pilots and scientists we see are female. This sort of flies in the face of the memories suggesting that Carol being a female is unusual for her position.
The cops are swarming through the archives, but they somehow miss the sound of a fistfight.
“Your communicator. You obviously can’t be trusted with it.” Fair enough. Decisions should have consequences.
The movie is least bad in Carol/Fury scenes. “Do you know how to fly this thing?” “We’ll see.” “That’s a yes or no question.” Hehe.
Talos: “jazz hands”.
Normally I think it’s a bad sign if a main character can be 95%+ summarized in 1-2 words. I think “Strong Female” catches everything about Captain Marvel but the boringness. Or “Knockoff Vision.”
“Call me young lady again and I’m going to put my foot in a place it’s not supposed to be.” Every other Marvel lead gets a lot more support from their side characters than this.
It’s not a bad origin story. More character development than, say, radioactive spider bite. Although there isn’t much reason that she absorbed its power rather than Yon-Rogg.
“You were the most powerful person that I knew, long before you could shoot fire out of your fists” – do humans actually talk like this?
In contrast, the scene between Monica and her mom Maria actually did feel human. Good contrast between realistic concerns and the daughter’s sense of adventure.
Monica’s mom: I can’t leave Monica.
Monica: It’s okay, I can stay with Gramma and Paw-Paw.
Monica’s mom: There’s no way I’m going, baby. It’s too dangerous.
Monica: Testing brand new aerospace tech is dangerous, and you used to do that.
Monica’s mom: Your plan is to leave the atmosphere in a craft not designed for the journey and you anticipate hostile encounters with a technologically superior foreign enemy. Correct?
Monica: That’s why you have to go! You have a chance to fly the coolest mission in the history of missions, and you’re gonna give it up to sit on the couch and watch Fresh Prince with me? I just think you should consider what kind of example you’re setting for your daughter.
This is a bit bratty of the kid, but I liked it anyway. This said, Maria is a weak link dramatically and they’d probably be better off leaving her on Earth. (She gets very little good dialog and she has no capabilities that the other teammates don’t besides apparently being able to find a weapon better than a cat). Her being a single parent is a plausible reason that she would want to stay on Earth, despite what her daughter wants.
The filmmakers are convinced that the audience is complete idiots unable to follow anything.
• CORONER: “Whatever he runs on, it’s not on the periodic table.” FURY: “You’re saying he’s not from around here?” Making Fury ask “You’re saying he’s not from around here?” after he’s seen him shapeshift into a green-skinned alien is a wasted line that makes him look stupid.

Nick Fury has a very interesting car chase. After that, they either should have given him a reason to stay in it or written him out.
• Talos beats him up, and Captain Marvel saves him. Don’t worry, they never mention the Talos attack again.
• In the final mission, he’s reduced to holding a cat which does a lot more than he does. As far as I can tell, the only reason to have him on this mission is to set up the line “Species: Human male. Threat: Low to none.”
• He loses his eye to a cat.
• He does a lot of baby talk with the cat. Re-reading the transcript, I feel so bad for Samuel L. Jackson. This is worse than getting eaten first in Deep Blue Sea.
• He sings a Marvelettes song.
• He does dishes.
• He names the Avengers after her. This feels like a Poochie moment (trying too hard to introduce a character into an established series with a larger role than their audience credibility warrants), and might seem more natural if they revealed something like this after the character has been in several movies and established himself/herself more. For example, if a team like the Superfriends were retroactively named after Superman, at least he’s been one of DC’s most prominent characters since ~day 1, whereas naming them after someone like Superboy would be very strange. My impression is that Captain Marvel is more Superboy (or maybe even SuperPro) than Superman.
The confrontation with the Supreme Intelligence is surprisingly emotionless. She’s free of the Kree programming? She’s been reminded of the human she really is? Why so dull?
In a good movie, you might lose a limb doing something epic. Like engaging Darth Vader in melee combat or getting pushed out a window or whatever the balls that was at the end of John Wick 3. Nick Fury loses his eye petting a cat. He deserved so much better than this movie.
Three ways to interpret this:
• A better version of Man of Steel, and a better love story than Twilight.
• A vastly worse version of The Matrix (a hero overcoming enemy illusions to find out who he really is). But, spoiler, The Matrix is a very intelligent movie by filmmakers that know what they needed to accomplish outside of combat, and its combat scenes are masterpiece theatre.
Captain Marvel is retconned into Marvel history in a way that creates plotholes for previous movies. E.g. when aliens have invaded the planet in Avengers 1, wouldn’t it make sense to call on someone that was critical the last time aliens invaded the planet?