Avengers: Age of Ultron is now playing in theaters, and if you need a refresher on the events leading up this particular story and to find out how the comics and Marvel TV programming have helped set the state for the Avengers sequel, read our handy prequel guide.

If you’ve yet to see the film, be warned that reading any further will subject you to minor spoilers and plot points of the film. We’re going to step back in time to June 15, 2014, a day when stepped into the new headquarters of the Avengers – Stark Tower. The top floors of the building that appeared in the first Avengers have been refitted, refurnished and upgraded to serve not as an office for Stark’s love, Pepper Potts (Gwyneth Paltrow), but has the base of operations for Earth’s first line of defense.

S.H.I.E.L.D. is gone and when Avengers: Age of Ultron picks up a year later, the familiar six heroes have re-assembled to track down the remnants of Hydra and serve as a global police force. As we explored the massive, one-piece set (which also included the full interior and landing pad of the team’s new Quinjet) we had the opportunity to witness one sequence being rehearsed and shot. It was the introduction of Paul Bettany’s Vision, a turning point of the film. It’s unclear what exactly he is or where his allegiances lay, which may explain why he’s in a fist fight with… Thor.

Note: this sequence actually plays out quite different in the final cut of the film, but when we sat down with producer Jeremy Latcham, it was the first thing we asked.

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Thor and Vision are fist-fighting inside of Avengers Tower right now – what’s going on?

Jeremy Latcham: What’s going on? Well, a little bit of a fight. How much have you guys seen? Thor and Vision fighting with each other? So that’s essentially what we’re watching, the arrival of Vision into the madness of the movie and I think it’s going to be a really cool moment. There’s a lot of fun to be had in this scene because a lot of things are crystallized when he shows up and a lot of big truths about the Marvel Universe are uncovered in the process which I think will be fun to see happen. So, yeah, we’re in the middle of a big fight today that you guys are getting to see a small part of.

Are the rest of the Avengers around?

Jeremy Latcham: They are around. We actually shot their part yesterday so there’s a bit of aftermath that we shot yesterday with the rest of the team, which was kinda fun.

How much are you able to walk us through the story beats?

Jeremy Latcham: Well, I can walk you through a little bit of the beats. Essentially, a lot of what people have been reading online is true, which is very frustrating. But we open with [Baron von] Strucker, and he has this thing. And the Avengers are trying to clean up the messes they’ve kind of been responsible for. Part of the fun of this movie is that we start with the team together. Very early on we said that we didn’t want to structure the film in a way that we had to go gather the team again, because we felt like we’d already done that kind of movie. So Joss’s inception right away was to have the first frame of the movie be something where you do not want to go get popcorn and walk in two minutes late to this movie because you miss probably one of the biggest shots in the whole film: a gigantic, out-of-the-gate, big, huge shot of the whole team in action. It’s exciting.

And it’s a lot of adventure right up front. The idea was that we just come into it, and the team is back together, and they’re in action, and this is the team. It’s implied that they had adventures off screen that we haven’t seen and that they’ve been working towards a common goal. That goal is to clean up all the messes that they’ve collectively been involved in that involve the fall of S.H.I.E.L.D. which Cap and Natasha are responsible for – and the scepter getting left on Earth – which Thor probably should have taken home, and it was probably an oversight on his part to trust these idiots on Earth with this thing.

So the movie starts out with the team together on a mission, and they think this is probably the end of it. If they can get this thing back, if they could put everything to rest, they could probably say the world’s a safe place and go, “Mission accomplished.” But of course, for the Avengers, nothing’s ever that easy, and it gets ugly quickly, and there’s a lot to do as a result.

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How long after Captain America: The Winter Soldier are we in this film?

Jeremy Latcham: We don’t put a date on it, but it’s implied that the events [of Winter Soldier] have happened, and we’re a little bit a ways from it. I don’t know, maybe a couple months.

So the Avengers have been together since Captain America: The Winter Soldier doing other stuff that we haven’t seen?

Jeremy Latcham: Yes, exactly.

With Quicksilver, Scarlet Witch and Vision, it seems like they are all villains, and I assume they are going to go up against the Avengers. How is that having them in the film?

Jeremy Latcham: Well, one of the challenges we had on the first movie, from a structural standpoint, was the Avengers were only ever fighting Loki, and Loki was always by himself. There was never really anyone for him to talk to, and so it became complicated when the Avengers had to capture him so that you could find out what he was up to. Joss very much wanted to set it up so that it was not just Ultron by himself. We wanted to kind of have a bit more of a dynamic on the bad guy’s side because there are so many heroes. We just didn’t want to have the villain just floating by himself.

So, structurally, as we were putting the movie together early on, it made sense to have a little bit more on that side of the fence. Then we always knew we wanted these guys to ultimately have a transition throughout the story. I think that the transition [Quicksilver and Scarlet Witch] have, the one in the future, is really natural. I think there’s a lot of people in the world who just rage against the machine, that blame the powers that be for the situation they find [themselves] in and that the Avengers are kinda getting swept up in this thing of, they’re to blame even though they haven’t necessarily done anything to earn that.

But because of the superstructure that they were a part of – SHIELD, the West, this whole thing – these kids living in Eastern Europe kind of have this hatred for the whole structure that the Avengers are a part of. So there’s definitely this disenfranchised youth kind of vibe and these kids whose lives they blame on the Avengers for the state of their lives. I think that’s a fun thing to play with, because over the course of the movie we find out that maybe it’s not the Avengers that were actually responsible for any of it.

But, you know, Tony Stark has a dark past, and we often forget that. We forget because he’s the big, shiny hero. We forget that he used to sell weapons and that he used to make bombs and that those bombs went places where he couldn’t necessarily control, and that had impacts he wasn’t necessarily a part of. Once he made it and shipped it out of his factory, it didn’t mean it went away when he decided to become a hero. So there’s a fun part of paying for past sins that I think plays into this in a cool way.

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What about Quicksilver and Scarlet Witch’s origin, given the X-Men rights issue?

Jeremy Latcham: We’ve definitely given them an origin story that’s connected to the stone and the scepter. The gem and the scepter are a big part of the story that we’re telling. For us, everything in the Marvel Cinematic Universe that we’re telling, is, you know, very unified. The themes that connect our universe have been kind of seeded and running for a while.

So, the Mutant thing was never an issue. Even if we had that, it wouldn’t really tie into the stories we’re telling, so it was never a consideration. It was like, “Oh, yeah, well, this is how this happens in our world.” It made complete sense to us to tell the story without them being a part of it.

Are they called Miracles? Is that the word?

Jeremy Latcham: They’re called Miracles, they’re called Enhanced. There’s a bunch of different words that describe them. People are struggling to figure out in the story where it came from and how it’s arrived. It’s kind of a mystery that we get to unravel in the film.

So Paul Bettany has been such an interesting part of the Marvel Universe and very much a part of Tony Stark’s life, so to actually bring him into the film now as a character and to give him a physical presence as not just JARVIS, how has that been in terms of that dynamic, of bringing this character to life?

Jeremy Latcham: It’s super exciting. I mean, we’ve been wanting to do something. When we cast Paul Bettany to play JARVIS back in Iron Man 1, it was always with the intention that there was something to be done. We weren’t sure what, but there was a reason we didn’t just cast a voiceover actor. There was a reason we cast a great actor like Paul Bettany to play the role back in 2007. We weren’t sure what it was or what it was going to become. When Joss pitched that he became the Vision, it was like, “Yeah, that’s been there the whole time.”

I mean, look at him. He’s got this perfectly symmetrical face. He looks like the Vision. It’s super exciting. We had actually written a part for him in Iron Man 2, back in the day, that we took out – a flashback. So there’s always been this notion that we wanted to play with Paul Bettany, the actor, being more than just the voice of JARVIS. So it’s been a long time coming, how we came to this conclusion, and I couldn’t be happier with it.

It does feel like another shoe dropping.

Jeremy Latcham: Yeah, yeah, it was definitely a big light-bulb moment of awesome, you know? That’s exciting. We really got psyched when it all came to fruition.

Next Page: The Story Behind JARVIS, Vision & Ultron

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Who would he have played in Iron Man 2?

Jeremy Latcham: There was a flashback notion that related back to Tony’s past, kind of where the idea of JARVIS came from, out of Tony’s past and his father. That kind of thing.

I assume there’s a clear-cut connection between JARVIS and Vision?

Jeremy Latcham: Yeah, absolutely. Yeah.

Can you go into that?

Jeremy Latcham: I probably shouldn’t, but there’s definitely a connection. There’s also definitely a connection between Vision and Ultron, which is from the comics. We’re definitely trying to do that version of it in a cool way.

Can you talk about Ultron’s origins and motivations?

Jeremy Latcham: He is created during the story. What we come to find out to a degree is that Tony’s been working on a plan to create something. We start to see it in Iron Man 3, that he’s got all these sentient suits, and he’s letting Jarvis run more of the business. He’s got an idea that, to be an Avenger, he doesn’t necessarily have to put on a suit of armor and go out and fight himself. He’s trying to get away from that, so he’s continually experimenting with that idea. We see him slowly start to bring that to life over the course of this movie. And it ends with them, he and Banner, saying, “We finally have a way that we can make this happen. We need to move quickly… and maybe we shouldn’t tell everybody else,” which is maybe a mistake. So it’s Stark and Banner, yeah.

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Do you have a very clear path of where you’re going to go in the next stage of movies? And is it really set that deep?

Jeremy Latcham: We always have a broad sense of where we want to go. I think as we’re getting further into this, we’re developing more of a sense of where we think it’s heading, and that’s based on events that happened in Thor: The Dark World, in Guardians of the Galaxy and in this film. There’s definitely a sense of this bigger, connected universe. Part of why things feel like they might be accelerating is, we don’t want to leave people hanging for a long time… Because movies take so long to come out, you don’t want to leave it for way, way down the line, because that’s going to get boring and frustrating for fans. If things are accelerating, it’s because we want to bring it to fruition and make good on all the promises that have been made.

Do you guys envision a shorter time between Avengers 2 and Avengers 3?

Jeremy Latcham: I don’t know yet. I doubt it.

Note: Interview occurred on June 15th, 2014 from the set and later in October Avengers 3 (Avengers: Infinity War- Part 1) was given an official release date for May 2018.

Talk a little bit about when Joss was first coming up with the idea of the movie and mentioning it to the studio. From what you guys are filming now, is it similar to the original stuff, or did a lot change?

Jeremy Latcham: Well, the way Joss works is, he’s always writing. And because he’s such a prolific writer he’s always idea-ing. Like, “Here’s an idea, and I’ve evolved it. Here’s another idea, and I’ve evolved it.” So things are always changing – sometimes at our behest and sometimes just at Joss’s behest, as he works through everything.

But when I recently went back and reread the first email that Joss sent me, when we first started saying we were going to make the movie – the “Let’s do it; let’s make Avengers 2” – a lot of the big milestone moments that made me excited to read that first email are in the movie. So that’s gratifying, when you go back and read it and go, “Oh, yeah, that moment’s in. Yeah, that moment’s in.” Because sometimes good stuff gets lost in development, because you’ll have a great moment or a great image or a great line. Then there are a thousand reasons why, “Oh, well, that doesn’t really fit into other plans,” or this or that. And then you get done, and you go, “Wait a minute, I feel compromised. What happened to the good ideas?” You have to go back and dig ’em up. [But] Joss has done a good job this time of keeping those cool ideas right in the center of the movie.

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How do you deal with casting these giant, iconic roles?

Jeremy Latcham: I think the business stuff always works itself out. There are lawyers and agents and managers and people that do all that stuff. I think the main thing is that we have a story we want to tell, and if it involves X, Y, or Z and that actor’s excited about it or that filmmaker’s excited about it, then we’ll figure out how to make it happen. That’s been almost every case, where there’s been a big question or complication, and we found a way to overcome them and make it happen.

Do you think part of this film is knowing who the actors were walking in? So Joss already knew the strength of these actors and could really give them more that is tailored to them?

Jeremy Latcham: One of the best parts of the whole process is – I think the hardest part of Joss’s job in my opinion, watching him work – is having to balance such a huge cast and having to service every single story and every single actor and every single character’s backstory. It’s really complicated. The thing that Joss does so well is he’s able to balance it. He’s great with an ensemble, and he’s able to move people through a story. But what’s great about where we’re at now, as the Marvel Cinematic Universe is maturing more, is the actors know their characters so well.

So I’ll get a phone call from Kevin Feige, and he’ll say, “Hey, I just hung out with Chris Hemsworth. He had a couple questions, and boy, are they great. We need to talk. Let’s get on the phone with Joss tonight if we can and go through it.” And I’ll call Joss and say, “Hey, Kevin just heard from Hemsworth -” He goes, “I just got an email from him. Let’s go through it because I totally agree: the guy’s got really good stuff.” So the actors are bringing so much to it because they’ve been through it.

One of the hardest parts of the process is, I’m not on every movie. I was on Avengers 1, and now I’m doing Avengers 2. [But] Joss and I weren’t there [on Winter Soldier and Dark World] to say, “Oh, yeah, why’d that decision happen? Why is that one line in the movie? And what did that line mean to the actor and mean to the broader story?” The actors were there, so there’s just this great feeling of them taking so much ownership over their characters when they come into it. Evans does it, Downey does it, and Hemsworth does it really successfully. They go, “Oh, no, no, this happened in this movie for a reason. Let’s build on it.” So there are little throwbacks and lines that connect back. It’s fun watching the actors really take ownership of that process. It’s just awesome. It’s really cool.

Was there feedback at all, with the fans, that Hulk would have a bigger part in this film? Can you talk about that and the concept art with the Hulkbuster and if that was done because he was such a fan favorite?

Jeremy Latcham: Hulk definitely has a bigger role in the movie because he was a fan favorite. There’s no question. The other thing was, Joss looked at the films in Phase 2 and said, “Who aren’t people going to see between the first Avengers and the second Avengers?” One of those big things was Banner who only  got the Iron Man 3 cameo, where he said, “I’m not that kind of doctor,” which was really fun. But it wasn’t like he had a role, you know? So we knew we weren’t going to see Banner. And Joss said to everybody, right away, “I don’t want to use Banner anywhere else. Let’s save him and save Hulk, and the only place you can see Banner and Hulk is in Avengers 2,” because it was such a great response.

And Captain America: The Winter Soldier was a pseudo-Avengers film. It had Captain America, Nick Fury, Black Widow – it had so many characters in it. It was half the team and it had S.H.I.E.L.D., which felt very Avengers. It had the Quinjet. It had so much stuff from the first Avengers in it to tell that story, which was awesome, and it worked. So Joss was like, “I really want to protect Banner. I want Banner to be ours for the next movie.” We knew fans liked Banner, and because we knew no one else could see him anywhere, it gave us something to kind of anchor this. You couldn’t see him anywhere else, and that was definitely a decision we made early on, because we wanted to have something that you hadn’t seen in the other movies.

Next Page: Hawkeye’s Real Story & New Avengers

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The first Avengers had an epic battle sequence that set the bar very high.

Jeremy Latcham: That was a mistake. That was a mistake, yeah.

How do you top that?

Jeremy Latcham: I need a stretcher. Honestly, that’s something we are totally 100% like “We have to top it.” And it’s hard because it’s a great sequence. It’s so fun, so character-driven, and it’s so funny and intense and big. My theory going into Avengers 1 was that we had yet to make an action movie at Marvel. We’d made a lot of really cool character films, but we’d yet to make an action movie. I felt really strongly [about it], and I carried this little chart around with me that had minutes of action in other movies and minutes of action in our movies. It was one of those bar charts that I’d made in Excel. It took me a long time, but I kept showing it in meetings. I’d be like, “No, no, no, but we have to have this many minutes of action, because we’re really behind the curve. We’re not making action movies. People are going to get pissed. At some point, people are going to catch onto us.”

So we went into [The Avengers] just wanting to make an action movie. With this one, we went into it, and boy, I think we’ve gone way over the top, because there’s so much action in the movie that it’s exhausting. It’s really exhausting to pull it all together. But it’s fun, because we’ve shot a gigantic sequence in South Africa, with Hulk and Hulkbuster. We’ve shot a gigantic sequence in Seoul, South Korea, where they gave us a run of the entire city. Essentially, we went to the government and said, “Can we shut down the 405 and the 101 on the same day?” That’s more or less my understanding of, we don’t know what we’re asking for. So we’re looking at the map – we’re not from Seoul – and we said, “We’d like to shut down this street and this street. Boy, wouldn’t that be great?” And they said, “Those the main streets.” We go, “Yeah, yeah, can we close them?” “Okay” And we said, “Oh my God, really?” And then we closed all these streets. We had this massive amount of cooperation. Like, never has a local government and national government been more cooperative with a film shoot.

So we had this massive sequence in Seoul, and now we have this gigantic finale that we’re putting together as well that hopefully, knock on wood, is stunningly big and cool. It has stuff that no one’s ever seen before in an action movie. So, yeah, we’re very focused on the fact that we have to live up to that first sequence. We’re trying, like, three different ways to try and top it, and hopefully we do. I mean, it’s a hard thing to pull off, these big sequences. They’re complicated, and you don’t want it to just turn into action and be a generic action movie. The reason our action works is because our first eight films at Marvel or whatever were all character films that ended in character moments between people like Tony and Obadiah going at it on the freeway back in 2008. That was all about relationships.

So how do you keep that alive in a movie like this, with this many spinning plates? It’s really complicated, but luckily we have a great second unit director. Joss is doing a great job, and it’s a big collaboration between second unit, Joss, visual effects, special effects, the art department.

I keep saying that it’s like when you watch the Olympics, and they’re doing the figure skating, and there’s the one guy who can never win because his routine’s not hard enough. He can only ever get, like, an eight because he doesn’t have enough of the triple spins and stuff. Like this finale, if we pull it off, we’ll have all the spins we need to get the high score but we actually have to pull it off, because we have so much degree of difficulty. You know, how do you make it all happen?

In the first Avengers, a huge section of New York is destroyed. Are you destroying more of New York in this finale?

Jeremy Latcham: No, we’re going somewhere else for the finale, and we’re going to see the repercussions of what happened after New York… We were actually talking the other day about how we destroyed the statue above Grand Central, so there should be a different statue there. Like, that statue’s gone… That landmark has been destroyed by a gigantic alien leviathan that came out of the sky.

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I’m curious about Hawkeye? He’s another character we really didn’t get to see in Phase 2. During Winter Soldier, there’s that question of, “Where is he?” Are we going to get a distinct answer to that?

Jeremy Latcham: We are going to see a lot of Hawkeye. We’re going to learn a lot about him. And I think Jeremy Renner is doing a really great job. I think he’s bringing so much to the table. I mean, clearly, he’s an incredible actor. He killed it last year in so many movies. I think he’s doing a great job, and I think we’re going to learn a lot about his character. There’s a lot of fun stuff there to play with. On the first film, we cast Renner, and then as the script evolved it became, “Uh, Jeremy Renner? You’re going to be under the thrall of Loki for the entire movie… and that’s what you get to do. Sorry about what we talked about.” In this movie I think we’re making up for that.

You never call Hawkeye “Hawkeye” in the first movie. Talk about codenames in Marvel movies.

Jeremy Latcham: Yeah, we don’t really get into it too often with code names. I mean, there’s a line that’s been in and out of the script that kind of indicates the “witchiness” of Wanda. And yet, it’s not like, “Quicksilver, go over there!” That’s definitely something we always try to avoid. And whenever we do do it, we try to have a cool [reason] for it – like Obadiah’s line in Iron Man 1, “We’re iron mongers, Tony.” That always struck me as the right way to do it, as opposed to just giving people names. And like in Avengers 1, when Fury walks in and says, “Where’s Barton?” and the guy says, “He’s in his nest.” Then cut to up there, and he’s at the highest vantage point, which makes sense for him… Hawkeye always finds a way to be up-top somewhere, because that’s who he is. He’s always looking for higher ground.

War Machine and Falcon have been such a big part of these past few movies. How come they aren’t brought in to join the Avengers?

Jeremy Latcham: Well, the Avengers’ roster is always changing, and that’s part of the fun of the comics. It’s one of the promises that we want to play with in this film, that there are always going to be new characters [joining] the team and old characters leaving the team. There’s a continually changing roster. That’s something we definitely play with in this film, and you might get to see cameos of War Machine or other people. I mean, we want to make this world as lively as possible, and we’ve set people up in the universe. They exist. We want to deal with that where we can.

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Marvel is developing Doctor Strange and a whole bunch of other properties. How many Easter eggs or little things are in the background that will pay off in future films?

Jeremy Latcham: There’s not a ton of them… At the moment, there are not any. But that’s also something we do in post too. Like, we’ll look at it and go, “Oh, there’s an opportunity to reference something.” But there aren’t any right now that I can think of, that go too far forward.

What about auxiliary characters like Mockingbird in Agents of S.H.I.E.L.D? How hard is it to keep Joss from putting those characters in there? I’d figure Joss more than anyone else would want to throw in lines…

Jeremy Latcham: Joss turns in things sometimes that – like, he turned in a line the other day, and I literally had to Google it. I’m so dumb. You know what I mean? Like, it turns out it was a reference to a whole other pop culture phenomenon that has nothing to do with Avengers. And I was like, “I’m very embarrassed I didn’t know this.” I told my wife and she was like, “God, of course that’s from Harry Potter, you idiot.” I don’t know. But, you know, it’s Joss. He’s always referencing something. I definitely spend a lot of time reading the script and going, “Alright, now I need to Google this. Oh, that’s from Shakespeare. Oh, I need to Google. Oh, that’s from Greek myth. Okay. All right.

Want more and to hear from the Avengers themselves? Here are the other on-set interviews:

Next: Stan Lee Talks Avengers 2 & Future Cameos

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, Don Cheadle as James Rhodes/War Machine, Cobie Smulders as Agent Maria Hill and Stellan Skarsgård as Erik Selvig, 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, Spider-Man on July 28, 2017, Thor: Ragnarok on November 3 2017, Avengers: Infinity War – Part 1 on May 4 2018, Black Panther on July 6 2018, Captain Marvel on November 2 2018, Avengers: Infinity War – Part 2 on May 3 2019 and Inhumans on July 12, 2019.