There’s a cat-centric scene in The Marvels that I can’t get out of my head. At a pivotal moment in the movie, which was released in theaters on Nov. 10, Nick Fury (Samuel L. Jackson) and the S.A.B.E.R. crew are trying to find a way off their ship after half of the evacuation pods on the ship stop working. One of the crew members discovers an egg none of them have ever seen before. Suddenly, hundreds of kittens appear and are running around the ship.
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The kittens are actually young Flerkens, all born to their mother Goose, introduced in 2019’s Captain Marvel when Carol Danvers (Brie Larson) thought the creature was a regular cat. While they look like cats, Flerkens actually have large tentacles and the ability to lay eggs. They hold pocket realities inside their bodies and can regurgitate things they’ve ingested, as Goose does throughout the movie.
The kittens appear in The Marvels, just as Fury and the crew are trying to figure out how to get more than 300 people into 15 escape pods. They resort to using the 100 flerkittens at their disposal. The kittens run around to ingest the crew members and basically hold them in their tiny little bodies—think Kirby but with tentacles—all while a rendition of “Memory” from the musical CATS plays. The Marvels director Nia DaCosta selected the song herself, according to Mary Livanos, the film’s executive producer.
“It always stuck,” she tells TIME via email. “What’s amazing, too, is the meaning behind the song itself—yearning for a lost sense of belonging, once shared with friends and community. It’s 100% a theme The Marvels shares.”
The scene itself featured two real feline actors named Nemo and Tango (one of which scratched Iman Vellani, DaCosta told Entertainment Weekly), according to Livanos. The flerkittens were played by a group of 10 real kittens, with about 100 more flerkittens created out of visual effects to fill out the scene.
“It’s nearly impossible to train cats, let alone kittens, so the kittens could only really run from point A to point B. Of course, many would miss the target, sending crew scurrying after them, including Nia DaCosta,” Livanos says. “But in the end, it really worked to our advantage because the scene was supposed to feel chaotic, and the kittens were indeed pure chaos.”
The film makes clear how much havoc the little fur babies wreaked on set. “VFX helped ensure each kitten was a character unto itself, and infused an incredible amount of comedy into the sequence,” Livanos tells TIME. “The pièce de resistance being the escape pod of flerkittens finally taking flight.”
She adds that it was “a total bonus is that we get to introduce these characters through Nick Fury’s subplot, who is especially bonded with Goose. It was a bucket list item we had in mind from the beginning of development, and it was a blast to incorporate them in such a solid, fun, and clutch way.”
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