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Watch ‘Captain Marvel,’ Then Watch These Movies

We recommend 12 movies to watch after you see the latest installment of the Marvel Cinematic Universe.
Captain Marvel Blockbuster Video
Marvel Studios
By  · Published on March 9th, 2019

In this series…

You won’t find Terminator 2: Judgment Day on this week’s list of Movies to Watch After… despite the sequel being one of the most referenced in interviews as an influence on Captain Marvel. That 1991 sci-fi action blockbuster seems to be a major influence on every other big tentpole these days. I’ve recommended it before. I’ll probably recommend it again. There’s no denying its inspiration on screen with the 21st installment of the Marvel Cinematic Universe, but like The Matrix, which has also been cited by Captain Marvel‘s directors, it falls in a certain category of canon titles that you just have to watch, period.

Most of the titles on the list are still either directly named by Anna Boden and Ryan Fleck as an influence or they’re my choice of substitute for a title I find more suitable. It’s a fairly recent crop of movies both because the filmmakers mainly meant to pay homage to 1990s action movies with the 1995-set comic book movie and because parallels in the female superhero or action heroine department don’t go back very far. Speaking of which, see Wonder Woman and even Supergirl for reference. Also see the early indies from Boden and Fleck (Half Nelson, Sugar) and those starring Brie Larson (Short Term 12, Room). But these 12 movies should be plenty for now:

Eternal Sunshine of the Spotless Mind (2004)

Eternal Sunshine Bed

When you put indie darlings like Boden and Fleck in charge of a Marvel movie, you’re sure to get some interesting influences seeping through the cracks. One of these is the Charlie Kaufman-scripted, Michel Gondry-helmed romance deconstruction Eternal Sunshine of the Spotless Mind. Captain Marvel doesn’t try to forget a past love; instead, the Skrulls use a reverse of the Lacuna, Inc. extraction machine as they sift through the title character’s memories. The sequence visualizes a montage of various scenes from her past as Carol Danvers, and especially the moment with multiple Annette Benings feels lifted out of Eternal Sunshine, which the directors have directly named among their many inspirations.

Independence Day (1996), Men in Black (1997), Enemy of the State (1998)


More than just any ’90s entertainment, Captain Marvel definitely has a thing for Will Smith. Only his breakout sitcom, The Fresh Prince of Bel-Air, is alluded to by name, but there are nods or at least unintentional hints of a few Smith movies, too. Captain Marvel‘s aerial action through canyons is very reminiscent of the similar Air Force versus alien sequences of the disaster flick Independence Day. Many elements, from the pairing of S.H.I.E.L.D. agents Nick Fury (Samuel L. Jackson) and Phil Coulson (Clark Gregg) to some of the sillier alien moments, such as Goose’s tentacles, is straight out of Men in Black. And since Boden and Fleck have named The Conversation as an influence, I’ll just go ahead and include its pseudo-sequel Enemy of the State, which pairs Smith with Gene Hackman — who also stars in another ’70s influence, The French Connection. Captain Marvel really should have managed a Smith cameo.

The Long Kiss Goodnight (1996)

The Long Kiss Goodnight
New Line Cinema

This isn’t one of the ’90s action movies cited by Boden and Fleck in interviews, but I’ve overlooked the title on past Movies to Watch… lists that I’ve been called out for excluding. The plot has kind of a reverse idea of Captain Marvel. In the new movie, we’ve got an action heroine who has forgotten her normal human life past, which she’d disappeared from six years ago, while in The Long Kiss Goodnight, Geena Davis plays a woman leading a normal life who has forgotten her action heroine life, from which she’d disappeared eight years prior. But then both characters team up and hit the road with a guy played by Samuel L. Jackson. The movie was written by Shane Black, who’d go on to make his own MCU entry with Iron Man 3.

Mallrats (1995)

Stan Lee In Mallrats

Although Captain Marvel won’t have the last cameo from Stan “The Man” Lee, it is the first Marvel movie since the iconic comic book creator’s death to feature him in a live-action appearance. Also the one to pay him tribute at the very beginning with the Marvel Studios logo and a dedication. And it couldn’t be any more fitting than a sort of bookend to his first notable cameo, which occurred the year in which Captain Marvel is set. Five years before he began his run of cameos in Marvel-based blockbusters in the modern era of comic book movies with X-Men. He basically plays himself in Kevin Smith‘s sophomore comedy Mallrats, the script for which Lee is seen reading and practicing a line from while riding LA transit in Captain Marvel. Many are sure not to get the gag, and if you’re one of them you should check this out to be in the know.

Alien Autopsy: Fact or Fiction (1995)

Alien Autopsy

For this week’s documentary pick, I’ve chosen something sort of controversial as far as its qualification as nonfiction: Alien Autopsy: Fact or Fiction. During the scene in Captain Marvel where Fury observes the autopsy of the dead Skrull who’d impersonated Caulson, I thought of the notorious 17-minute alien autopsy film by Ray Santilli that received almost Zapruder film level attention in the mid-90s. Specifically, the year in which Captain Marvel is set. The footage, supposedly from military archives and depicting a study of an alien recovered from the infamous 1947 Roswell, New Mexico, UFO crash (but later confessed by Santilli to be a re-creation and elaboration of an actual film he says he saw in 1992), was sensationally presented on Fox in 1995 as part of this ridiculous documentary hosted by Star Trek actor Jonathan Frakes.

RoboCop (1987)

Robocop Unmasked

Captain Marvel is basically RoboCop — minus the robot and the cop parts, that is. No, really. Just like Alex Murphy in Paul Verhoeven’s future-set sci-fi classic, Carol Danvers has become an enhanced superhero and initially has no memory of her human life before the transformation. During a press visit to the set of Captain Marvel last year, Boden said regarding the RoboCop connection (via /Film):

“I think that what is exciting to us about ‘RoboCop’ was this idea of a character who’s finding himself and finding his past. And even though it’s a dark movie, it’s also like extremely emotional in that way. If you remember that scene of him walking into his own home and remembering those moments from his past life and remembering who he was, I mean, that’s big. And that was one of the first things we talked to Marvel about in terms of this character: the idea that self-discovery and reconnecting and rediscovering your humanity and who you were, and it’s a huge part of this film.”

Top Gun (1986)

Top Gun Maverick And Goose
Paramount Pictures

They actually changed the name of the cat/flerken from “Chewie” in the comics (named after Chewbacca from Star Wars) to “Goose” in reference to Tom Cruise’s character’s partner in Top Gun. That’s enough of a reason to include the ’80s staple on this list. But more than just paying homage to the fallen Radar Intrepid Officer Nick Bradshaw (Anthony Edwards) — thank goodness we didn’t have to see the alien kitty die in an aerial accident, by the way — Captain Marvel also involves its own fighter pilot friendship in the backstory and reunion of Carol and Maria (Lashana Lynch). Their bond is praiseworthy for its representation of genuine female friendship, which is a nice contrast against the macho and notably homoerotic relationships between the men of Top Gun.

Critters (1986)

Critters Bounty Hunters

You have good reason to go back and check out this cult classic ’80s sci-fi horror movie lately anyway because of SyFy’s resurrection of the franchise with the series Critters: A New Binge. But I’ve got another excuse to recommend the original movie (as well as the funnier first sequel and maybe the Leonardo DiCaprio-led third part) with Captain Marvel. When the shapeshifting Skrulls arrive on Earth (er, C53) at some Los Angeles beach, they take human forms by looking at a few surfers and aping their appearance, which reminded me of the bounty hunters from Critters, who can similarly take on the physical form of anyone in person or photograph they see. It’s not the first time this is done in the movies (Starman has a similar cloning concept, as one example), and Skrulls themselves are years older in origin, but Critters also deals with these bounty hunters in the midst of a sort of intergalactic war (well, it’s more like a mission to recover escaped prisoners) against the hungry little monster aliens known as Krites. And it’s especially good for having everyone’s favorite genre-film mom, Dee Wallace, in peak form as she encounters rabid extraterrestrials.

Beverly Hills Cop (1984)

Beverly Hills Cop Buddies

In addition to highlighting ’90s action movies plus other specific titles during their set-visit presentation, Boden and Fleck acknowledged in another, more recent interview with Fandango that Captain Marvel is heavily inspired by ’80s and ’90s buddy movies, specifically, for the dynamic between Carol and Fury. “Like 48 Hrs. or Lethal Weapon,” Fleck names in particular. “We have some of that. Those movies, even the serious ones, they have a really terrific sense of humor, and we wanted to maintain that as well.” But instead of the two cited, I recommend Beverly Hills Cop for its very relevant element of the fish out of water protagonist in LA (Eddie Murphy‘s Axel Foley) who meets a couple of disbelievers (Taggart and Rosewood, played by John Ashton and Judge Reinhold as a mismatched buddy cop duo on their own) and eventually convinces them to join him on the mission he’s come there to carry out.

The Cat from Outer Space (1978)

Cat From Outer Space

Maybe female superhero movies don’t go back any further than 35 years ago (save for TV movies tied to series, anyway), but alien cats go back more than 40! Disney’s The Cat from Outer Space is about an extraterrestrial kitty (in the form of an Abyssian breed) who crashes on Earth and needs to repair his ship to get off the planet but the government has retrieved and is holding the flying saucer. In Captain Marvel, Goose is an extraterrestrial kitty, or flerken (in the form of a tabby), that must have arrived on Earth with Mar-Vell (Bening) and became stranded her as seemingly a normal military base pet for the six year following his Kree companion’s demise. If only he could talk, like “Jake” in this family film. Also, maybe Goose and Jake can meet in the Goose spinoff that fans are calling for. Both are Disney, so the crossover wouldn’t be difficult to do.

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Christopher Campbell began writing film criticism and covering film festivals for a zine called Read, back when a zine could actually get you Sundance press credentials. He's now a Senior Editor at FSR and the founding editor of our sister site Nonfics. He also regularly contributes to Fandango and Rotten Tomatoes and is the President of the Critics Choice Association's Documentary Branch.