The Flerkittens quickly start multiplying sending the entire S.A.B.E.R. space station into chaos. It might be cause for disaster, but in a shocking and hilarious twist, the Flerkittens actually help save the day. There aren’t enough escape pods to safely transport everyone off the space station, and that’s when Fury suggests the team literally start herding the cats. The new kittens are hungry and they might as well eat everyone in sight — it might be the only way to land the crew safely back on Earth.

“Flerkitten days were exhilarating, truly the best thing ever, and also incredibly stressful,” Livanos laughs. “They were tiny and sweet, and terrifyingly unpredictable. The entire crew became cat moms and everyone was liable to herd cats if ever they ran off the wrong direction, it became the scene of the movie that we were shooting.”

They say never work with animals in Hollywood, but director Nia DaCosta was up for it. “We had so many kittens, it was so cute, so many adorable kittens on set and that was really fun and even the grumpiest crew members would be like, ‘where are the cats?’”

Though chaotic, everyone had the best time filming with the cats. As Larson explains, “When you have your director coming up to you giving you notes and like everyone’s got a kitten, that’s a great day. Everyone’s in a good mood. Everyone’s day is better when you’re on an 85-day shoot and some days there are kittens.

A scene full of kittens itself is purrrfect, but the action (and emotion) of the whole scene is only heightened by the song choice. Yes, DaCosta had one song in mind, and only one song: “Memory,” sung by Barbara Streisand from the 1981 musical Cats. The Flerkittens begin to swallow everyone whole, one by one, as the melancholy song blasts in the background.

“Using ‘Memory’ was really important to me,” DaCosta adds. “It was something that when we were storyboarding the scene, I added it to the animatic and I sent it to Kevin [Feige] and everyone. I was like, are they going to let me keep this? And they did. It was great.”

DaCosta jokes that she would have “fought Kevin physically” to make sure the song stayed in the movie. “But thankfully, he was down for it the entire time.”

“It was just one of those moments where you just feel really inspired,” DaCosta laughs. “ I was like, it has to be the  Barbra Streisand version. It has to be ‘Memory.’”

Higher, further, faster, together. The Marvels is now playing exclusively in theaters.