As ''Avengers: Age of Ultron'' begins, Iron Man, Captain America, and the gang are suffering from serious burnout, and they're about to discover that facing down the ultimate foe is even harder when...

By Anthony Breznican
July 18, 2014 at 04:00 AM EDT
  • Movie

The bad thing about being a good guy is the serious lack of vacation time. There’s no rest for the wicked, and that means no rest for the noble, either. These superheroes of Marvel’s cinematic universe have collectively saved the world nine times, and as a 10th threat looms in Avengers: Age of Ultron they’re feeling more than a little burned-out.

The team-up sequel (due May 1, 2015) gets under way without a home base, after Captain America, Black Widow, and Nick Fury forced a corrupted S.H.I.E.L.D. to collapse in this year’s Captain America: The Winter Soldier. Meanwhile, a war-weary Thor has relinquished the throne of Asgard and Bruce Banner has finally gotten good at soothing that Hulking monster within him. And when we last saw Tony Stark, he was destroying his armors and hurling his glowing ARC reactor into the sea.

Everyone wants a break — and that’s exactly how they’re about to be broken, explains Joss Whedon, who returns as writer-director. ”For me, the biggest thing is, when we’re given the opportunity to change, or transform, or confront where we are, and be mature, do we do that? Do we move on?” he says. ”Do we go through the pain and actually get better and become another person? Or do we just fall back on our damage and become less than the sum of our parts?”

Building on the sum of its parts is what the Avengers franchise is all about. When the first movie debuted in 2012, it was the culmination of Marvel Studios’ ambitious Phase I — a plan for interlocked franchises that proved to be as profitable as it was risky: The first nine films grossed a staggering $6.4 billion worldwide, with The Avengers alone accounting for $1.5 billion. The new sequel comes not only at the end of another string of interwoven hits (Iron Man 3, Thor: The Dark World, Winter Soldier) but as DC Comics, Star Wars, and other storied franchises are gearing up to replicate the multimovie formula pioneered by Marvel president Kevin Feige. So expect even bigger threats for our heroes to face, beginning with the mysterious Ultron himself.

Just who is this Ultron, who looks like a vampire skull crossed with an Iron Man helmet? He first appeared in Avengers No. 54 (1968) and was initially created as a force for good — an artificial intelligence designed to apply flawless logic as a global watchdog. He (the pronoun he prefers) was also built to be both sentient and all-consuming in his quest for knowledge. He was even programmed to feel emotions — although he gravitated toward rage rather than compassion. He could evolve and rebuild himself into bigger and stronger forms, but empathy was a struggle. Once he went rogue, Ultron was also hard to kill. Destroy one form, and he merely uploaded his consciousness into another form, like a robotic Horcrux.

In Age of Ultron, those origins remain the same, but the creator has changed. In the comics, Ultron was built by scientist Hank Pym (a.k.a. the first Ant-Man). This time, he is the handiwork of Robert Downey Jr.’s Tony Stark — devised, essentially, as the ultimate drone, a way for Iron Man to abdicate his duties and offload them onto a fully mechanized protector.

Mention this assessment to Downey, during a break between shots at Shepperton Studios just outside of London, and the actor reaches up and taps the end of his nose. ”What you said about abdication is apt, but I think it’s also about recognizing limitations,” he says. After the epic battle that ended The Avengers, our heroes want someone (or something) else to take the lead — especially now that they’re hurt and tired…and kind of over it.

”The downside of self-sacrifice is that if you make it back, you’ve been out there on the spit and you’ve been turned a couple times and you feel a little burned and traumatized,” Downey says. ”So to me, [Iron Man] was like a returning veteran going back to the nuts and bolts of what was always righteous about who he was. He was never a guy who didn’t get his hands dirty. He was a tinkerer. He’s a mechanic.”

The Avengers sequel begins with Stark’s latest plan to fix the world: Ultron will be an all-seeing, all-knowing captain of the Iron Legion, a planetary force of robotic beat cops that resemble blue-and-white versions of the Iron Man suit but have no human core — and less soul than a Carpenters album. If it all works out, the superheroes can just sit back. It does not work out.

In a bid to give his creation a dose of humanity, Stark programs Ultron (performed and voiced by Downey’s Less Than Zero costar James Spader) with elements of his own personality — which proves to be Mistake No. 1. ”Ultron’s not the good version that could’ve come from [Stark’s] intellect and personality,” says Chris Hemsworth, who’s back as Thor. ”He’s the bad son.” It seems our new robot overlord is an absolutist with all of Stark’s cynicism but none of his kindness. ”Ultron sees the big picture and he goes, ‘Okay, we need radical change, which will be violent and appalling, in order to make everything better’; he’s not just going ‘Muhaha, soon I’ll rule!”’ Whedon says, rubbing his hands together. ”He’s on a mission,” the filmmaker adds, and smiles thinly. ”He wants to save us.”

Victory! It’s early in the movie, and the Avengers have already reunited and kicked some ass. Now it’s party time. The scene playing out today at Shepperton takes place midway through the first act, just after the team has completed a mission that was hinted at in an end-credits sequence of Winter Soldier. An important relic from Asgard has been rescued, and two troubled young twins who were being detained by nefarious forces have been set free (more on them later).

The gang is celebrating with a swank party in the peak of Stark’s New York City skyscraper. Stark sees it as a chance for the Avengers to schmooze with the city’s elite in a post-S.H.I.E.L.D. environment, showing that they are not merely superpowered vigilantes. Half-filled glasses of wine, bottles of beer, and partially eaten plates of sushi and cookies litter the tables in this three-story marble and steel structure, constructed entirely within the soundstage — complete with a loading dock for the Quinjet and an upstairs laboratory for Stark and Banner (Mark Ruffalo) to blind themselves with science.

Thor has put aside the cape and chest plate for a T-shirt and slacks, while Scarlett Johansson’s Black Widow has swapped her leathery catsuit for an Empire-waist cocktail dress with a billowing skirt — which helps hide the actress’ real-life pregnancy. Banner looks a little uptight in his purple button-down and tweedy jacket, and Jeremy Renner’s Hawkeye is in wallflower mode, lingering on the periphery, ever the loner. Chris Evans’ Captain America is making small talk with former S.H.I.E.L.D. agent Maria Hill (Cobie Smulders). Most of the partygoers have left; now it’s just the old friends.

That’s when all hell breaks loose. The Iron Legion have suddenly activated, and are inexplicably trying to kill the heroes. In the chaos, Ultron announces his new plan to bring peace to the planet — by eradicating the most destructive things that walk on it: humans.

In the midst of the assault scene, Downey finds himself suspended 50 feet above the set, riding piggyback on an actor in a motion-capture suit who will be digitally replaced with a hovering, hostile ”Legionnaire.” With no armor at his disposal, Stark grabs the only weapon handy — a fondue fork — and jams it into the robot soldier’s neck as they bang around the ceiling. ”The deadliest fondue fork in all the land!” Whedon jokes. ”From Odin’s melted cheese, I shall destroy thee!”

Even without their battle gear, the Avengers make short work of the traitorous mechanical assailants. But Ultron is just getting started. He’s now thinking for himself…and they are not happy thoughts. ”I know you’re ‘good’ people,” he tells them. ”I know you mean well…but you just didn’t think it through…. There is only one path to peace…your extermination.” In the next shot, focused on the heroes’ reactions, the patronizing snarl of Ultron is delivered off camera by Whedon. A few days earlier, though, Spader himself stood before the cast, hissing out the words like a bored prosecutor making the case against humanity.

”A lot of times when Ultron starts talking, it’s beautiful. It’s really intelligent stuff,” says Evans. ”He’s out to do the things he wants to do because he’s disgusted with X, Y, and Z. You could probably sit down with Ultron and have a really intelligent conversation. He could blow your mind with his views.”

And then blow it for real?

Evans laughs. ”Yeah, and then kill you.”

Ultron may get top billing in the title, but several other major new characters will be vying for screen time, including the twins Quicksilver and Scarlet Witch, played by Aaron Taylor-Johnson and Elizabeth Olsen (last seen as a romantic couple in this summer’s Godzilla reboot). The characters have been featured in Avengers comic books for five decades, though their allegiance is always dubious.

”They’re on Team Ultron, which makes things really hard for the Avengers because all of a sudden they’re dealing with powers that they’re not used to,” Whedon says. Quicksilver can move at lightning speed, and Scarlet Witch can harness magic and telekinesis. ”With the Avengers, everybody pretty much had the power of being able to punch somebody,” Whedon says. ”And now we have a woman who can get inside your head and move objects, and a boy who can move faster than anything, and a robot who can self-replicate and is out of his mind. So all of a sudden, it’s a darker, weirder, tougher world that they’re living in.”

If Quicksilver sounds familiar, he should: The character also turned up in this May’s X-Men: Days of Future Past, played by Evan Peters. The two share a name but not a backstory. For one, the Avengers film makes no mention of Magneto (the twins’ father) or their ”mutant” abilities, which fall under the comic-book company’s X-Men licensing deal with Twentieth Century Fox. In Age of Ultron, the twins are orphans, castoffs who harbor a secret grudge against the Avengers and, as Whedon puts it, ”hate them with a fiery hate.”

Quicksilver is fast in every sense of the word. ”He’s quick-tempered. He gets agitated. He’s impatient. But he’s superprotective,” says Taylor-Johnson. ”He had to become a father figure to his twin sister. He’s physical and she’s psychological. It’s kind of them against the world.”

Scarlet Witch is always in an eerie, otherworldly state — overwhelmed by the vast psychic knowledge inundating her at all times. ”It’s not that she’s insane, it’s just that she’s overly stimulated,” says Olsen, who prepped for the role by drawing on her close relationship with her older brother, Trent, and witnessing firsthand the interaction of twins. (She’s the younger sister of former child stars Mary-Kate and Ashley Olsen.) ”My understanding of twins is that they always balance each other out,” she says. ”When one’s high, the other one’s low. When one’s sick, the other one’s healthy. That happens a lot more often than not when twins are really close.”

There’s also a fourth member of Team Ultron: the Vision, a synthetic, superpowered human designed by Ultron to show he has the power to create life, too. (Did we mention that Ultron has major daddy issues?) The Vision will be portrayed by Paul Bettany, who has already been a part of the Marvel movie universe as J.A.R.V.I.S., the Siri-like artificial intelligence who serves as Tony Stark’s laboratory sidekick.

Is that casting coincidental, or can we assume that Ultron uses J.A.R.V.I.S.’ consciousness for spare parts in his Vision-ary experiment? Whedon takes a deep breath. We’re in spoiler territory. ”It’s not coincidence,” he says, then declines to elaborate. This marks Bettany’s first in-the-flesh appearance in a Marvel film. ”By his own admission, Paul’s very disappointed that he actually has to show up this time,” Downey deadpans.

If there’s a common theme to all of Whedon’s projects — TV shows Buffy the Vampire Slayer and Firefly, the scripts for Toy Story and the previous Avengers film — it’s that they’re all about found families. ”There’s a depth to [Whedon’s work] that’s Shakespearean,” says Ruffalo. ”It’s epic, it’s sweeping. You have the groundlings humor, you have the deep, philosophical thing going on. You have the action, you have the comic relief, and then you have the drama of families and giant families.” Ruffalo points out the filmmaker’s receding hairline and goatee. ”And I look at him sometimes and I’m like, ‘F—, he even looks like Shakespeare.”’

Whedon says the challenge is not giving each character a chance to shine, but giving them a chance to stumble. ”I’m trying to tap into a bunch of things,” says the director, who is perpetually bouncing themes off producers Feige and Jeremy Latcham. ”Probably seven times I’ve called Jeremy and Kevin with ‘I know what the movie’s about! It’s about power. Power and how you can’t have power and not hurt people. There’s no version of power that leads a clean life.’ ‘No, it’s about parents. It’s about…”’

Or maybe it’s about how everybody hurts. Even superheroes and indestructible robots.

Marvel’s Superhero Surge
Starting with Iron Man, Marvel has launched four blockbuster franchises (and one misfire, 2008’s The Incredible Hulk). So far, every sequel has outgrossed its previous installment worldwide. Now, that’s a superpower.

Iron Man, 2008: $585.2M
Iron Man 2, 2010: $623.9M
Iron Man 3, 2013: $1.2B
Thor, 2011: $449.3M
Thor: The Dark World, 2013: $644.8M
Captain America: The First Avenger, 2011: $370.6M
Captain America: The Winter Soldier, 2014: $712.6M
Marvel’s The Avengers, 2012:$1.5B


How To Hide A Baby Bump
The Avengers team pulls out all the stops to disguise Scarlett Johansson’s real-life pregnancy

Behind a bar where robots have just opened fire on the Avengers, Mark Ruffalo’s Bruce Banner sticks his fingers in his ears and tries not to Hulk out as Scarlett Johansson’s Black Widow shoots a pistol in response. Or does she? The 29-year-old actress is noticeably pregnant with her first child (with her fiancé, French journalist Romain Dauriac), and the filmmakers behind Avengers: Age of Ultron have had to make some adjustments. In this scene, for instance, she hides her baby bump in a high-waisted cocktail dress.

”She’s not going to spend the whole movie carrying groceries,” insists director Joss Whedon. ”We didn’t trim any scenes. We’re like, ‘We’ll make it work.”’ Instead of just one stunt double, though, Johansson now has three who can step in whenever the action gets too intense. At first glance, they look remarkably like the star — but with a telltale pattern of dots on their faces that will serve as guides for visual-effects artists to graft Johansson’s face onto their bodies in postproduction. ”It’s always funny,” says Chris Evans, who worked closely with Johansson on Captain America: The Winter Soldier. ”You walk by, ‘Hey, Scarlett — oh, weird. You’re not Scarlett at all. Sorry.’ A lot of fake Scarletts around.”