WARNING: The following article contains spoilers for Captain Marvel, in theaters now.

As with virtually every comic book superhero film, Captain Marvel takes creative liberties with its comic book source material in translating its eponymous character and supporting cast to the big screen. While loosely adapting elements of Roy Thomas, Sal Buscema, Neal Adams and John Buscema's iconic Avengers storyline Kree-Skrull War, the film very much tells its own story set in the heart of the Marvel Cinematic Universe.

Below are some of the biggest changes the latest MCU film makes to its characters in direct comparison to their comic book counterparts.

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STARFORCE

At the start of the film, Carol Danvers is seen as a member of the Kree military squad Starforce. Commanded on the field by Yon-Rogg, the unit follows the Supreme Intelligence's orders to carry out high-level missions against the Skrulls around the universe with its other members, Minn-Erva, Korath, Att-Lass and Bron-Char.

Created in 1992's Avengers #346 by Bob Harras and Steve Epting as part of the epic Avengers storyline Operation: Galactic Storm, the comic book incarnation of the team consisted of Captain Atlas, Doctor Minerva, Ronan the Accuser, the Supreme Intelligence, Ultimus, Korath and Shatterax. While the MCU's incarnations of Atlas, Minerva and Korath are indeed on the team, Supremor does not play as active a role with them in the film, while Minerva has been reimagined as a sniper rather than a scientist.

Similarly, Ronan is depicted leading a completely separate unit known as the Accusers, while Ultimus and Shatterax have yet to make their MCU debuts. While Starforce does indeed fight for the Kree, lining up with their initial appearance in the comics, following the conclusion of Operation: Galactic Storm, the team is taken over by the rival alien race the Shi'ar.

THE SUPREME INTELLIGENCE

Annette Bening in Captain Marvel

After losing her temper during a sparring match with Yon-Rogg, Carol is sent to commune with the Supreme Intelligence, an artificial intelligence revered by the Kree. Taking on the appearance of a mysterious mentor figure from Carol's past, the malevolent nature of the program is revealed when the Kree's true intentions become clear by the end of the film.

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Created by Stan Lee and Jack Kirby in 1967's Fantastic Four #65, the Supreme Intelligence is the ruler and deity of the Kree. Created by merging the three smartest minds in Kree history into a supercomputer, Supremor helps the Kree develop their own Cosmic Cube, which in the comic books does not house the Space Stone. The Supreme Intelligence usually appears as a green head floating in a tank, not unlike the Power Rangers leader Zordon, and has never danced to Nirvana, unlike its MCU counterpart.

NEXT PAGE: Marvel Makes Some Serious Changes to Mar-Vell

MAR-VELL

Captain Marvel Annette Bening

The single biggest change in Captain Marvel from the comics is its depiction of Mar-Vell. The film does retain the comic book incarnation's mentor-figure role with Carol, as well as the character's Kree background as an undercover operative on Earth. However, this version appears to be more of a scientist than a soldier, developing a lightspeed engine with the Tesseract to move the Skrulls to a new home, safe from the Kree while working in an orbital lab. Taking on the name Wendy Lawson, as opposed to the comics' Philip Lawson, to reflect the gender change, the character is shot and killed by Yon-Rogg after being intercepted by the Kree commander.

Originally created by Stan Lee and Gene Colan in 1967's Marvel Super-Heroes #12, Mar-Vell was sent by Yon-Rogg on assignment to monitor humanity. Sympathizing with them, he uses his Nega Bands to become the superhero Captain Marvel and is linked to Rick Jones for a period. In a fight with Nitro, he is exposed to toxic chemicals which give him a terminal cancer, eventually leading to his death in the landmark Marvel original graphic novel The Death of Captain Marvel by Jim Starlin.

YON-ROGG

Jude Law in Captain Marvel

The main antagonist of Captain Marvel, Jude Law's Yon-Rogg is a high-ranking Kree military officer and commander of Starforce, personally leading the team into battle. Responsible for killing Mar-Vell as part of his mission to obtain the lightspeed engine powered by the Tesseract, Yon-Rogg kidnaps Carol and trains her while attempting to learn more about her mysterious powers. Ultimately, the commander is easily defeated by Carol and sent back to the Kree homeworld of Hala to warn the rest of his race not to attack Earth or the Skrulls.

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Created by Stan Lee and Gene Colan in 1967's Marvel Super-Heroes #12, Yon-Rogg is Mar-Vell's jealous commanding officer who sends the Kree hero to Earth after a love triangle forms with their medic, Una. After Yon-Rogg learns of Mar-Vell's growing connection and sympathies with humanity, he attempts to kill the hero on multiple occasions, only to be thwarted time and time again, including failing to enlist Ronan the Accuser to kill him.

While fighting Mar-Vell with a Psyche-Magnetron-powered Mandroid, Carol is exposed to the device's energies, giving her superpowers but causing amnesia. Yon-Rogg's role in Carol Danvers' superhero origin are echoed when Carol destroys the lightspeed engine rather than letting it fall into his hands, bombarding her with its energy, giving her superpowers but robbing her of her memories.

SKRULLS

Skrulls in Captain Marvel

The other big twist at the start of the third act of the film involves the shapeshifting alien race called the Skrulls. The extraterrestrials are initially presented similarly to their comic book counterparts, as created in 1962's Fantastic Four #2 by Stan Lee and Jack Kirby, as a species intent on infiltrating planet after planet by blending in with the local population and conquering them in their ongoing quest for galactic domination.

By the start of the third act, Carol and Nick Fury discover that the Skrulls have actually been losing their interplanetary war with the Kree for some time, their fearsome reputation a product of the Kree propaganda machine and Carol's indoctrination. Seeking refuge on Earth rather than attempting to conquer it, Carol sides with the Skrulls and helps them find a new home on the other side of the universe, presumably explaining her whereabouts in the 23-year gap between Captain Marvel and Avengers: Infinity War.

Directed by Anna Boden and Ryan Fleck, Captain Marvel stars Brie Larson as Carol Danvers, Samuel L. Jackson as Nick Fury, Jude Law as the commander of Starforce, Clark Gregg as Phil Coulson, Lee Pace as Ronan the Accuser, Djimon Hounsou as Korath the Pursuer, Gemma Chan as Minn-Erva, Ben Mendelsohn as Talos, Lashana Lynch as Maria Rambeau, Algenis Perez Soto as Att-Lass, McKenna Grace as a young Carol Danvers and Annette Bening as the Supreme Intelligence.