In June we had the opportunity to visit the set of The Avengers: Age of Ultron and meet with most of  the film’s core cast. On our first full day we walked through sets, spending most of our time in The Avengers Tower but we’ll be talking about that in the future. Right now we’re focusing on day two of the set visit when we returned to finish up some interviews we missed previously. Before we sat down with Robert Downey Jr. and Mark Ruffalo we witnessed RDJ at work.

On this day, director Joss Whedon and the main unit were on another stage with a 360 degrees circular green screen surrounding a set built to represent one of the world’s most important internet hubs. There were six massive server towers, alternating in orange and blue colored lights, surrounding a high-tech terminal where Robert Downey Jr.’s stand-in stood with three extras as the camera crew rehearsed the dynamic shot before RDJ stepped in himself.

The scene is relatively simple and relies on RDJ pretending to hack into the terminal while talking to himself and one of the extras. He makes the situation light, humming and singing to himself, while dressed slickly as Tony Stark. He’s trying to discover what’s happening and soon realizes Ultron is a part of it. The scene takes place roughly 40% into the film.

A few hours later, in a large empty stage with a large group of journalists, Robert Downey Jr. joined us, walking in with a heavy duty Chef lunchbox in tow – a gift from Jon Favreau he told us. When you read our conversation below, imagine all of Downey’s impressions of Paul Bettany being done in a deep British accent. The interview covers everything about The Avengers 2 having some wild ideas Whedon had to pitch him on, thoughts on Paul Bettany suiting up as The Vision, Scarlet Witch getting in the heads of the team, and more!

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Talk a little bit about your reaction to first getting the script from Joss Whedon and how it’s changed since then?

Robert Downey Jr.: Sure. Well first of all, he’s a good writer. So I always tend to think, generally speaking, “is this a movie I wanna see” ’cause all the fine points are gonna get worked out. And there’s a lot of, you know, at this point as the Mayor of Marvel, [LAUGHTER] um, I don’t know. There’s gonna be so many squeaky wheels along the way, many of them practical and others just, you know, creative departures or differences or whatever so to me this kinda started with third Iron Man which is like “alright, um, I’m gonna read the script. Who wrote it?” Shane Black. “I like it.” [LAUGHTER] And this time I think that from jump I thought wow, I hadn’t figured it out beforehand like this is what Avengers: Age of Ultron should be.

But I was done with the first draft and I said, “Cool. I like it.” Kevin [Feige] was like “wait, what did you just say?” [LAUGHS] And I’m sure there was a bunch of iterations and things that changed over time. And then I read the second and then the third draft and he’s continuing to write even as we’re setting up shots he’s going “Oh, I know what I want it to be…” or he’ll be bringing back in a line that was in the first draft or whatever.

But I always love – you just it – it’s I mean you’d think this was like the ingredients to like that salad dressing that makes girls go into labor. [LAUGHTER] I guess it is. [LAUGHTER]

Joss mentioned he had a lot of ideas for the second Avengers movie even before he took on the first. Were you privy to that at all – about where he wanted to go with Tony, with Vision and Ultron and everyone?

RDJ: Not really. Honestly I didn’t really even get to know Joss until we started this movie. Because, you know, ’cause Avengers was so – I don’t wanna say disorienting – but it was a thing where it was like this very kind of well-managed, compartmentalized attempt to do something unprecedented. And I didn’t feel necessarily the stress of it. But I could tell that it was a little bit of a different approach to the process. And I remember the first time saying too like, “Look, scene one should be Tony.” And he was like, “Alright, scene one isn’t – isn’t Tony.” I was like, “But it should be.” [LAUGHTER] And as it turned out, it was really smart the way it all worked out for everyone.

Where’s Tony now at this point because by the end of Iron Man 3 there’s a real sense that he doesn’t want to wear the suit and he doesn’t want to be the physical guy doing it.

 Right.

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So how are you now playing this role as this progresses?

Yes. Well I would counterpoint that by saying that I thought that the third Iron Man was him about transcending his dependence on the merits of continuing to wear your wound. And I thought that that was kind of what Shane [Black] and I thought was the real win – That he throws that thing that had become a dependency away because I – that was the question I was always asking is like “why doesn’t he get those shards out? It’s dangerous.”

So it kinda reminds me of like all that stuff particularly as you get a little older or if you have any existential queries whatsoever. It’s like why aren’t I dealing with that which is going to destroy me any second anyway? And then the armor was kind of an extension of that. And also there was just so many suits, but I think he realizes that tweaking and making all the suits in the world – which is what he has been doing – still didn’t work for that thing of his tour of duty that left him a little PTSD. So his focus is more on how can we make it so that there’s no problem to begin with. That, you know, there’s a bouncer at our planet’s rope. That’s the big idea.

Joss was telling us yesterday that one of the big themes of the entire film is being destroyed by power. And I’m curious how you think that applies to Tony and his story.

How does it apply to Tony?

Yeah

Oh.

Do you have a witty remark otherwise? [LAUGHS]

Well, I mean, honestly, I think it’s probably that thematically I think it’s the best thing Joss decided to go after. You know what I mean? It’s a very kinda typical gung-ho western iconic thing to be like there’s nothing wrong with me. Now let’s begin, you know. And so it’s kind of like an objective introspection at the whole idea.

And I think he always thinks about it. Like he says, “alright, let me just pretend I’m being pro-offered this narrative at first glance.” What do I think? “Alright, they’re nuts.”It keeps doing a bit of the Noam Chomsky approach [LAUGHS] to Avengers in retrospect which I think is healthy. And I think it also it just opens up a whole other avenue of creativity for it.

That’s what I really notice. There’s a lot of dots that could have connected a certain way but because there’s that theme of could it be that we’re the problem and therefore a bad guy – if you wanna call it – I can’t really say there’s a bad guy. I mean it’s hard to call Jimmy Spader a bad guy but it’s scary and it’s he’s bright and hurting and all that, but his thought is like, I see what’s wrong here. And guess what? It’s y’all. [LAUGHTER]

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So Tony throws a party for The Avengers in this movie in his tricked out Stark Tower. How does an Avengers house party differ from a normal house party? [LAUGHS]

OK. [Smiles] ] Well, Tony’s – it was so funny. We were on that stage a couple days ago and I just see it’s just leveled. [LAUGHTER] And I go, “this guy just can’t throw a party.” [LAUGHTER] And I don’t know why that never gets old. Maybe it would get old if it happened again. But this time it still feels like it’s now the norm. There’s just, you know, it’s like when [John] McClane has to run over the broken glass thing. It’s just that. And probably in a lot of ways – god bless J. Michael Riva – the best production design there has been in my opinion.

It looks amazing.

Yes, save for the fact that the entirety of the walking, running, sliding and stunt surface is not just like ice. It’s like future ice. [LAUGHTER] Which to me is the great ah-ha of, I consider, you know, every time I go like, alright, I’m gonna run through this then I’m gonna jump through that sugar glass then I’m gonna roll and then the wire will go and then you go alright, but I have no footing here because they didn’t put a step there… “OK, and rolling!” Nope, can we just put a step there ’cause I got plans for Christmas. [LAUGHTER]

Can you talk a about Tony’s relationship with Ultron? You said that he’s that they’re the problem. Is he kind of a reflection of Tony’s dark side and is there a father/son relationship there?

Um, no, it’s not really that. It’s more, it’s so funny – I always revisit the concept that every impulse starts off as a positive impulse. Even the impulse to kill starts off as an impulse to change, to rail against, to challenge the authority of in a very direct permanent solution to a temporary problem kinda way. And I think because Tony’s solution is what becomes the problem in a way that’s really kinda interesting and also ties into The Vision.

There was a Rubik’s Cube to how not to make these things have an Act Three, that you’re just going “I really hope you like Acts One and Two because now we’re just gonna do all this stuff!” And to me and I think it was the same thing in Iron Man 3, Act Three was the strongest act. And I think that this is really gunning for that sort of thing because, you know, I love movies. I love these kinds of movies. And so I feel like I’m just a very tolerant kind of consumer with these things but I also feel like the half-life of – if you noticed just how flooded the market is becoming and likely to become potentially even more so I think that there has to be a bit of a transcendence of formula, you know?

And so without giving too much away, I think, and why I generally just kinda like stamped it when the first draft came in is ’cause I thought, “Oh wow, it didn’t fall into that trap.” And I read the last page and I got chills for a reason I definitely can’t explain. [LAUGHTER] But there’s a lot of new talent coming in with Aaron Taylor-Johnson and obviously, Lizzie Olsen. And just even seeing Paul Bettany within a thousand miles [LAUGHTER] of the set where we’re shooting is just like “Wow, this is gonna be really cool.

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It was amazing yesterday to see Paul in costume and you can recognize him as The Vision but there were like little Iron Man touches, like the gauntlets look kinda like your suit. There’s something really fascinating about having Bettany finally in this and have you have some role in his creation.

Yeah, it’s really cool. Again, that to me was another one of those things. And in my opinion there’s been a lot of movies that even if they didn’t entirely work they headed towards something that was new territory, whether it was Watchmen or the second and third Matrix. I always feel like too if you’re a fan of the first one, I don’t wanna hear anything bad about the next seven. Um, that might be a bit extreme. [LAUGHTER] But there are a lot of elements without being derivative of other, I think, groundbreaking films in this genre that are kind of like reinterpreted in a way that’s really cool.

Back to Bettany, there is no one I would rather have the delight of seeing in the extreme discomfort [LAUGHTER] than Paul Bettany. Because when he’s doing his, literally, this is his Hamlet moment that is going on. And an operator starts going [IMPRESSION OF CREW GRUNTING ORDERS]. And like I’m just used to it ’cause I just did a movie with Janusz Kaminski as director of photography where he’ll literally just walk in while you’re weeping and go, “Asshole, bring the light over here.” [LAUGHTER] “More smoke! More smoke!” [LAUGHTER] So I just kinda like “hey, should I just keep crying or do you need a minute?” [LAUGHTER]

But it started to happen. And Bettany literally was just like, “Ah, I’m sorry. I– I’m sorry. Will you be done in a moment?” [LAUGHTER] Yeah. And he’s just there just like, you know, “do we have five seconds? Good. Put more glue on Paul’s neck” for no reason ’cause we’re literally gonna CGI the whole thing. Just to make sure he’s hurting. [LAUGHTER] Uh, as I call it glue gun Glengarry Glen Ross. [LAUGHTER]

But it’s the Brit approach to being boiled alive which is just very like, “I apologize, my skin is sloughing off.” [LAUGHTER] “Do you mind? But five degrees less.”

In the first Avengers Stark is maybe a little skeptical, or at least suspicious of S.H.I.E.L.D. and Nick Fury.

Yeah.

I’m curious how he reacted to what happened in Captain America 2 now that S.H.I.E.L.D. is out of the picture and how that plays into the reunion of The Avengers?

Right. Well, regardless of principles, there is a personality factor there that was represented initially in Coulson and then in Fury that are kind of like, um, friendships that developed under bizarre circumstances that are kind of genuine. So, while they might have seemed as some kind of inevitability I think that, again, if you think about it, you know, the last time he kind of goes “alright, I’ve actually dealt with one of my 50 core issues.” And now I feel rather than him putting it all down, he was just kinda saying, alright, job one roughly taken care of. And I think this is job two.

Job two was go back east and get people organized and do what I can. And also, you know, I – I love that Tony’s not one of those superheroes who’s ever lost his money. [LAUGHS] Which is great. He’s never lost his dough. The stocks have gone down. But anyway. So I think what he’s trying to do is kind of set up shop where eventually this can be, you know, it’s like with our vis effects guy Christopher Townsend. It’s like eventually you just gotta hand this over to the vendors so they can finish the job. And I think that’s kind of what Tony’s thinking.

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Tony is very much a man of science and technology. How does he reconcile some of the things that this Wanda character can do which is very much not of this world? Scarlet Witch has some different kind of abilities that we’ve really seen from anyone.

I know, I love it.

You know, I mean, just personally… I’ll say it, artist, I think it’s just one of those things that you can’t have, you know, once actors start complaining about something, there’s no end to it. So I’ve honestly this time just try to be like “that’s a given.” The given is people can get inside your head. So I just think of it as a kind of a metaphor for relationships.

And she’s like that gal from college who was crazy or whatever. [LAUGHTER] To me Quicksilver, and the way that they’ve been put together and their kind of origins, a take on Joss’ behalf to me is just like “dude, I never would have thought of that. And that’s the absolute coolest way you could have done it.” Everybody was always the fast gun at something when I was growing up. And he’s that. And I think also he’s a very kind of mature actor from what I know of him. I just like him and he seems really kind of wise beyond his years. But he’s also – he’s just youth. And I’m pushing 50 now I realize like youth is just an incredible advantage. [LAUGHTER] Whether you use it or not is, you know, is another matter.

In Iron Man 3 we saw a lot of Tony Stark. We got to follow Stark’s journey more than Iron Man in some ways. How much of Tony versus Iron Man in this one?

Well, it’s funny, you know, and I’m happy to do it for Joss ’cause I trust him. There’s a lot of times where we by nature are standing around talking about the plot. But I would rather do that now than do it in November when the first test screening happens and someone says we need you guys standing around talking about the plot more. But there’s a lot of – to me it’s always a trade off too.

So actually as far as action goes this time, you know, I got my beak wet to the point of shutting [LAUGHS] down production for a couple months last time [INJURY DURING IRON MAN 3 PRODUCTION] which I enjoyed. And this has been really just more of a kind of a fluid thing of being in the relationships and being – because he’s the guy who is the kind of technologically possible superhero.

I think that Joss is leaning on me a little bit to mean like if this is credible to you even if you snark about it a little bit, then other people are gonna buy it. And I’m like, “that’s true.” He goes, “Great. Here’s the scene I need you [LAUGHS] to do.” And I go, “OK.” But he’s also, you know, this time around I just wanna say in summary it’s been fun. And we all have become close. Last time was kinda like, you know, Thor’s in. Cap’s out. Tony’s in. Everyone’s together… twice.

Because that’s all they could manage ’cause it was like working with mercury and herding cats. [LAUGHTER] And this time it’s that. But we’ve also kind of all been, uh, I don’t know. It just seems like we really are genuinely developing relationships with each other. And I think the start and end of it is in trusting Joss. That he kinda really, really knows what he’s doing. And that in the broad strokes this movie’s gonna be great. I really think so.

NEXT: ‘Avengers 2’ Mark Ruffalo Set Interview

Marvel’s “Avengers: Age of Ultron” stars Robert Downey Jr., who returns as Iron Man, along with Chris Evans as Captain America, Chris Hemsworth as Thor and Mark Ruffalo as The Hulk. Together with Scarlett Johansson as Black Widow and Jeremy Renner as Hawkeye, and with the additional support of Samuel L. Jackson as Nick Fury and Cobie Smulders as Agent Maria Hill, the team must reassemble to defeat James Spader as Ultron, a terrifying technological villain hell-bent on human extinction. Along the way, they confront two mysterious and powerful newcomers, Wanda Maximoff, played by Elizabeth Olsen, and Pietro Maximoff, played by Aaron Taylor-Johnson, and meet an old friend in a new form when Paul Bettany becomes Vision.

The Avengers: Age of Ultron releases in theaters on May 1 2015, followed by Ant-Man on July 17 2015, Captain America: Civil War on May 6 2016, Doctor Strange on November 4 2016, Guardians of the Galaxy 2 on May 5 2017, Thor: Ragnarok on July 28, 2017, Black Panther on November 3 2017, Avengers: Infinity War – Part 1 on May 4 2018, Captain Marvel on July 6 2018, Inhumans on November 2 2018 and Avengers: Infinity War – Part 2 on May 3 2019.

Follow Rob on Twitter @rob_keyes for your Marvel movie and TV news!