'Captain Marvel' Directors Discuss How Annette Bening's Role Was Changed To A Female At The Last Minute

**Spoilers for “Captain Marvel” follow. You’ve been warned.**

Unless you’re a comic book nerd that actually knows the history of the character of Captain Marvel, like me (not the best brag in the world, I must admit), you probably didn’t think twice when it was revealed that Annette Bening’s secondary character in the recent Marvel Studios film was revealed to be Dr. Wendy Lawson.

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However, when I heard the name, my mind went into overdrive. Clearly, Marvel had gender-swapped the character of Walter Lawson, aka Mar-Vell. Whoa. And of course, a short time later, the film does reveal that in addition to playing the Supreme Intelligence (or at least the figure that the SI takes on when talking to Carol Danvers), Bening was indeed playing Mar-Vell. And according to a new interview with the folks behind “Captain Marvel,” the idea of gender-swapping one of the most storied characters in all of the Marvel Universe came late in the process. Almost too late.

“We had already started some initial casting discussions for an actor, a male actor to play Mar-Vell,” says Marvel Studios boss Kevin Feige, in a new interview with EW. “No one specific, but we’d started looking at lists. And we were struggling with it, frankly.”

Just saying, Jude Law would have been a pretty incredible Mar-Vell. In fact, the way Marvel Studios hid his character name from fans led everyone to believe that Law was going to be Mar-Vell, aka Carol’s mentor. Alas, he is Yon-Rogg, and generally, just a disposable villain of the week, sort of dude. Ah, well.

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“Pretty late in the process of writing it, I think I just woke up one morning and I had dreamt it or something,” co-director Anna Boden said. “I texted Ryan [Fleck, co-director], and I was like, ‘Am I crazy that these could both be the same actor?’ And he was like, ‘Yes, you are crazy, and yes, you should talk to Marvel about it immediately.’”

She continued, “So it was a late-breaking idea, but something that I think helped pull those elements together in a way that it would’ve been hard to otherwise.”

And if you’re going to create a complex role that includes playing a Kree scientist (posing as a human) and also the highest form of a religious figure in the Kree culture, you need a capable actress. Luckily for Fleck and Boden, Annette Bening was up for the challenge.

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“We’ve just been big fans of her for a long time, and she’s got all those qualities,” Fleck said. “She’s got the great mentor quality that we were looking for in that character, but she can also be really tough, and that was really necessary for both aspects. She can be regal, which was perfect for the Supreme Intelligence, and she can also just be casual and cool and laid back, which was necessary for Lawson.”

As a huge fan of the Captain Marvel comic books (yes, there are fans…), I’m happy with the dual-role approach to Mar-Vell. I’m even happy with the gender-swap, as the gender of the Kree warrior is not a make-or-break part of the character. And honestly, it does avoid some of the ickier Mar-Vell/Carol storylines, but Lawson’s death in the film also eliminates hope for one of the greatest Marvel stories in history (“The Death of Captain Marvel”). But I guess you win some and lose some.

“Captain Marvel” is out now.