'Captain Marvel' Directors Ryan Fleck And Anna Boden Talk The Genius Of Ben Mendelsohn, Renaming Goose The Cat, '90s Music, Stan Lee And More [Interview]

A few weeks ago, I sat down with directors Ryan Fleck and Anna Boden to talk about Captain Marvel. In the discussion, we geeked out over the genius of Ben Mendelsohn, the tightrope walk of making a prequel, choosing a kick-ass '90s soundtrack, the choice to change Goose's name from the comics, and Stan Lee's cameo.

I really enjoyed the film.Ryan: Thanks.When on set, we talked to Ben Mendelsohn and he was in character.Anna: He was Ben Mendelskrull.Yeah. And he was just incredible then. And then seeing him in the movie, he's just insane. Can you talk about working with him? How much of that is in the script? How much of that is him improvising on set?Ryan: It's mostly in the script. I mean, I'm not trying to just protect the writing here by saying this. I think what Ben does so well is he takes your words and makes it feel like it's coming out of his brain for the first time. And that's what we learned when we did our last movie with him and when we had a shapeshifter in this movie, we said, we got a guy. Marvel...Anna: He can actually shapeshift. His name's Ben Mendelsohn. Exactly, yeah, yeah. He will never do your words the same way twice. So every time is fresh and sometimes that means that he takes a wild ride on his way to finding what it's gonna be. But it's always so much fun to watch. Brings an energy.That must give you a lot of choices in the editing room.Anna: It does.Ryan: Too many.Anna: It does. It gives you a lot of choices in the editing room. But sometimes it's just obvious. Like you get a take and you're just like oh yeah, yeah, yeah, that's obviously the right thing. But I think it also is just such a gift to the other actors because it helps them to feel like they're not just doing the same thing eight bazillion times. And he gives it to them off-screen too. He makes everybody better.Ryan: He's a very sensitive actor. It's really nice. He's completely wild and crazy seeming, but then super giving as well. And like I remember Brie responding to stuff he was doing off-camera and saying, thank you. Like you, that was amazing. Thank you so much. And it was just awesome to watch.One of the things I love about this film is it's a prequel that doesn't fall into the traps of other prequels. I feel like other prequels try to explain too much about the things that happened in the other films. And you do explain some things. But it's always not in the most expected way. Can you talk about the walking that kind of tightrope?Anna: I guess, I don't know exactly how to answer that question. I guess like we started with just this is gonna be 1990's pre-Avengers, pre-Iron Man world, where we meet a young Nick Fury who hasn't seen it all. And he's actually seeing it for the first time. And Captain Marvel gets to be his like guide on his way to understanding that there are just much bigger threats out there. And it's a much wider universe than he had imagined. And so we started with that and then it was really just like the fun of seeing this character who's a little bit different than you've ever seen him before. And so the little kind of like tiny, little things that tie together, they were more like ways to fit a puzzle piece together, but they didn't necessarily come at the beginning. They might've come in the middle. Like oh, wouldn't it be fun if we, now that we have this structure would it be fun if we kind of like wink to this or wink to that? And obviously some things were done better, there were some connections made better than others, but, you know...I think you guys did a good job. 'Cause I feel like there's a version of this movie where it's like Nick Fury meeting Coulson for the first time. And those kinds of beats.Anna: Oh thank you. Probably hats off to Kevin Feige and Jonathan Schwartz who helped lead us through a lot of that like connecting the MCU.Goose is in the comics, but he or she...Anna: She.She has a different name.Anna: Mm-hmm.Why did you decide to change it to Goose?Ryan: We just wanted it to feel more specific to nostalgia, for Carol and to feel more specific to her '80s background on Earth, you know? And we live in a very present Star Wars world right now. And it just felt like Chewie was maybe just more present than we needed it to be.Anna: It feels contemporary now. It feels contemporary again. At the time the comics were written, it was a throwback and it was a throwback to a very specific idea and like character choice for Carol. And now it's just it's contemporary, present, it's present. It doesn't have the same cultural meaning I think.In terms of references, there's one I wanted to ask you about. In the Blockbuster a standee gets blown up. It's True Lies, I think.Anna: Mm-hmm.Is there any reason why you guys picked True Lies or just–?Anna: People keep thinking that we like Arnold Schwarzenegger or something. That's not the case at all. It's just like we were kind of like okay, so we have to very quickly tell our audience where and when we've landed, you know? And it's like okay, what better to say like mid '90s Earth than or than a Blockbuster with VHS tapes and an Arnold Schwarzenegger standee?Ryan: But yeah, I mean, I worked in a Blockbuster in '95, so that was really part of my memory. But also we really wanted to use The Mask, which would've been fun to have like the green Jim Carrey, you know?Oh yeah, yeah, yeah.Ryan: But that studio didn't let us use it. I don't know if I'm supposed to say that, but I'm saying it. They tell me to shut up if I...Publicist: That's completely fine to say, yeah.Yeah, you're insulting another studio. Not this studio. It's fine. How did you guys choose the songs? Because the soundtrack is such a great '90s throwback soundtrack. How do you decide upon the songs that made it?Anna: Some of the songs were there from the beginning and were just part of our idea for what it, for what the tapestry of the music would be. And then some of them we discovered along the way. The song in that fight scene at the end, it was a lot, we probably tried like 200 songs in that place before we arrived on it, on what we did. And it seems like the most obvious choice. But like still somehow we kind of like went around to come back to that song. So and it was...You're talking about No Doubt?Ryan: Yeah.Anna: Mm-hmm.Ryan: Yeah, yeah, that's the one. That came in the very last minute. It was just like well we've been avoiding one song, everybody. Let's just...Anna: It was like in a way like you, you're like does it hit the right, exact right tone of like, you know? It's kind of on the nose, but like there's a certain playfulness and charge to it. And so we were kind of like, you know? It took us a while to come around to it.

[The following question is a spoiler for Stan Lee's cameo.]

Stan Lee's cameo in this movie is so great because it's him playing him for once. Can you tell me how did that come about? 'Cause I talked to Kevin and he said it was your ideas?Ryan: Yeah, that... The script he's reading? We first had the idea that he should be on in that train for that moment. It seemed like a, her being suspicious that he might be a Skrull would be a fun way to introduce Stan. But then what is he doing? What's he gonna be doing? He can't just be riding the train like listening to a Walkman or something. What's he gonna do and say? And then we thought, what was he doing in '95?Ryan: And then Mallrats came about and we're like, oh he's practicing his lines for Mallrats. Let's give him a Mallrats script.That's so brilliant.Ryan: Yeah.Well thank you guys so much.Anna: Thank you so much.