Marvel Studios embarked on the production of its first movie, Iron Man, in 2005. The studio’s leadership was confident it could connect with audiences—even if most people weren’t familiar with Iron Man’s backstory or mythology. The character had been neglected for so long that the only collection of Iron Man comics readily available was Demon in a Bottle, compiling the 1979 run of issues where Tony Stark succumbed to alcoholism. That confused some of the Hollywood screenwriters who were trying to get up to speed on the character before meeting with Marvel to pitch their takes on the character. Even without addiction issues, the character of Tony Stark was a complicated figure: as a billionaire weapons manufacturer, he was the face of the military-industrial complex. “We’re in two wars, Iraq and Afghanistan, and the vice president [Dick Cheney] was formerly the CEO of Halliburton, the weapons manufacturer,” pointed out Matt Holloway, one of Iron Man’s credited writers. “We’re going to take that kind of guy and make him a hero. How do we do that?”

Holloway was excited by the opportunity to make the character relevant in the modern era. “It wasn’t even a question of ‘Would this be cool?’” he said. “It was like, ‘Holy f-cking shit, this is amazing, this character. And a character with these huge flaws, but with so much potential, and potentially squandered potential, or potential used in the wrong direction.’” Although Marvel briefly considered making the movie a period piece, Holloway and his writing partner, Art Marcum, updated Iron Man’s origin story, moving the location where Tony Stark is captured by foreign soldiers from Vietnam to 21st-century Afghanistan: a simple switch that thrust the movie into the politics of the moment. There were a variety of reasons for this choice, but one of them was that half a billion dollars were at stake.

While Holloway and Marcum turned out drafts of the Iron Man screenplay, then Marvel executive vice president KevinFeige courted the director he wanted, Jon Favreau. While Favreau has since become known for effects-heavy Disney entertainment like The Jungle Book, The Lion King, and The Mandalorian, at the time, he was most famous for the 1996 indie movie Swingers (which he wrote and starred in opposite Vince Vaughn, but didn’t direct). His biggest hit as a director had been the 2003 Will Ferrell comedy Elf, which is not just a modern Christmas classic but also a movie that grossed $220 million at the box office against a $33 million budget. That success put Favreau on the shortlist for any studio trying to maximize a modest investment (i.e., all of them).

Favreau had maintained a career as both an actor and director, and by appearing in the disappointing 2003 Daredevil as “Foggy” Nelson, he had formed a relationship with then Marvel CEO Avi Arad. For years, Favreau and Arad had casually kicked around the idea about a comedic take on Captain America, focused on how the innocent 1940s Super Soldier Steve Rogers would grapple with an unfamiliar modern society. Favreau’s success with a broadly similar story in Elf seemed to make him the obvious choice. But when the darker story of Iron Man was chosen as the first Marvel Studios film, Feige and Marvel exec David Maisel decided Favreau was still the right director for the job.

“Going back to my experience watching Sony and Laura Ziskin and Avi hire Sam [Raimi], or Fox hire Bryan Singer, those were not people who had just come out with a big, giant blockbuster and now were doing their next,” Feige recalled. “They were filmmakers who’d done super-interesting movies on a lesser scale coming into a bigger platform.” From the beginning, Marvel believed in the expansiveness and possibilities of the superhero genre. Picking Favreau meant Marvel was backing a director who prized smaller character moments over big action sequences—but wall-to-wall action might have been too expensive for the incipient studio, anyway.

On Favreau’s first day on the job, as he was beginning the earliest stages of preproduction, he walked into his shabby new Marvel Studios office and wrote one word on a whiteboard: PLAUSIBILITY. He was making a movie about a man who could fly, but he wanted to keep the story as earthbound as possible. Hundreds of ideas about the film came and went on that whiteboard, but that one word, plausibility, always stayed. 

For Favreau, the appeal of joining a fledgling independent studio like Marvel was that, so long as he brought in the movie on time and for the expected budget, he would have more freedom than the director of a typical tentpole movie, who needs to manage both the production and a barrage of studio notes. “We were outsiders,” Favreau said of those early, heady days when he operated with minimal corporate oversight.

The Marvel executives were happy to leave him alone, both because they trusted him and because they were busy making sure they could pay the bills: every dollar they could get from foreign sales was money that Marvel wouldn’t have to borrow from its Merrill Lynch line of credit, which it had taken out in order to build Marvel Studios. “People forget that Iron Man was an independent movie,” Feige later said. “I pitched that movie dozens of times to foreign buyers because we had to get—I don’t remember exactly what the percentage was, but a large percentage of financing it was from pre-selling the foreign rights.”

Favreau brought in two additional screenwriters: Mark Fergus and Hawk Otsby. While all four writers (plus the director) labored on the script, Favreau and Marvel Studios turned their attention to a crucial issue: which actors would actually speak all this dialogue.

The first actor to join what would become the Marvel Cinematic Universe was Terrence Howard, who would play Lt. Col. James “Rhodey” Rhodes, the best friend and conscience of Tony Stark. Not yet known as the leading man of the show Empire, Howard was coming off an Oscar-nominated turn in the movie Hustle & Flow. “That was a huge get,” Marcum recalled. Howard, a Marvel Comics fan, signed a three-picture deal, knowing that his character could become the superhero War Machine later on. (Howard later left the franchise after a salary dispute and was replaced in future Marvel films by Don Cheadle.)

A bigger task was finding the perfect Tony Stark. “Hollywood likes them to be 26 and cut, but Tony Stark was not a young kid,” Arad said. Ten years earlier, when the Iron Man rights were at 20th Century Fox, Tom Cruise, then 34, had flirted with the idea of playing Stark. According to Feige, however, Cruise’s asking fee at the time was more than even a profitable studio like Fox was willing to risk on an untested superhero property.

Marvel Studios couldn’t afford actors who were then at the top of the A-list like Johnny Depp, star of the blockbuster Pirates of the Caribbean franchise, or Cruise. Several lesser-known candidates surfaced. One was the 38-year-old Jim Caviezel, best known for playing the title role in The Passion of the Christ, who had declined the role of Cyclops in X-Men several years before. But it was 38-year-old Timothy Olyphant’s grimly conflicted turn as Sheriff Seth Bullock on HBO’s Deadwood that made him “the one everyone was rooting for,” according to one Marvel insider. Favreau had one other name in mind: Sam Rockwell, also 38, a character actor then best known for his leading turn in George Clooney’s antic movie Confessions of a Dangerous Mind. But that was before Favreau met with Robert Downey Jr.

Despite decades of work in Hollywood and a 1992 Oscar nomination (for Chaplin), Downey, then 41, had an almost perfect record of commercial failure and a well-publicized reputation as a substance abuser. Most famously, under the influence in 1996, he broke into the house of a neighboring family in Malibu and passed out in an empty bed belonging to an 11-year-old child. In 2001, after another drug arrest, he was fired from the TV show Ally McBeal. But he had cleaned up, married the whip-smart producer Susan Levin, and gradually worked his way back into Hollywood’s good graces. Despite his troubles, many people in the movie business liked him and wanted to keep working with him.

Many at Marvel thought that Downey’s past problems made him too risky—only two years earlier, he had been on probation. Favreau, however, believed that his troubled public persona made him the perfect actor for the role. Tony Stark is an extremely gifted man whose achievements are undermined by his struggles with personal demons and substance abuse. Downey’s face was a visual shorthand for that character.

Favreau convinced the leaders of Marvel Studios that Downey was Tony Stark. The Marvel Entertainment executives in New York were, however, less enthusiastic, worrying that Downey didn’t just have a general atmosphere of risk, but came with specific financial hazards. Screenwriter Matt Holloway recalled Favreau’s advocacy for Downey: “Jon, I know, felt in his bones that it should be Robert and fought for him to the point of saying, ‘It’s going to be him or it’s going to be me.’ ” Looking for a way forward, the casting director, Sarah Halley Finn, suggested to Favreau that they at least have Downey make an audition tape.

Downey, just as certain as Favreau that he was the right man for the job, had three weeks to get ready. He had three scenes to learn, and he worked on them relentlessly: “The missus says she could have woken me up in the middle of the night and I’d have recited the audition dialogue in double time.” The audition happened in a rented room at Raleigh Studios in Hollywood. “Right before the first take, I felt like I almost left my body—a sudden surge of nerves,” Downey said. “Then all of a sudden, it was like coasting downhill on an old Schwinn Cruiser, like I could do no wrong.”

The scenes included a contentious-but-flirty encounter with a reporter, a confrontation with Rhodes, and badinage with American troops in the back of a Humvee in Afghanistan before it’s attacked. Together, they showcased Downey’s ability to shift effortlessly between glib humor and quiet intensity. Downey had already figured out how he wanted to play Tony Stark: as a “very broken guy,” he said, whose “façade is confident.”

Armed with that screen test, Maisel and Feige had a meeting with then Marvel CEO of Entertainment Ike Perlmutter, Marvel executiveJohn Turitzin, and some Marvel board members. “We recommended Robert,” Maisel said. “Kevin and I gave our reasons why. We were nervous, you know? We were a public company, and we were betting our future on Iron Man.”

Nevertheless, the answer from New York, according to Favreau, was “Under no circumstances are we prepared to hire him for any price.” Uncowed, Favreau anonymously leaked the news that Downey was in talks to star as Tony Stark. When movie fans on the internet reacted to that planted story with overwhelming enthusiasm, the New York executives finally acquiesced. Once Downey had the role, Favreau found that the actor served as a “great beacon” who attracted a “tremendous wealth of talented people” who would make sure the movie didn’t play like a cartoon. Favreau’s longtime friend Gwyneth Paltrow (they met on the set of Mrs. Parker and the Vicious Circle in 1994) had won an Oscar in 1998 for Shakespeare in Love but had fallen into a career lull in her thirties (an all-too-common situation for Hollywood actresses). Favreau convinced her that the role of Pepper Potts would go beyond the stereotypical damsel in distress.

Rounding out the core cast was Jeff Bridges in the role of Obadiah Stane, Stark’s mentor and the film’s heavy. The original plan was to use Stane as a red herring, setting up a gonzo appearance by a villain called the Mandarin and a climactic sequence in China. At the San Diego Comic-Con in 2006, Favreau even announced that the Mandarin would be the film’s villain. “There was a point where Mandarin was going to be Crimson Dynamo, and he was going to pop out of the ground at Stark Enterprises as a surprise,” remembered Matt Holloway. (The Crimson Dynamo was a frequent foe in the Iron Man comic book, where the name was used by various Russian and Soviet agents wearing their own superpowered suits of armor.)

“We thought we were making only one Iron Man movie,” Holloway’s partner Art Marcum explained. “We had to pack it all into one.”

But during script development, the film’s other screenwriting duo, Mark Fergus and Hawk Otsby, were “begging,” they said, to leave the Mandarin out. They felt that the villain—built on broad racial stereotypes—undercut, in a fairly spectacular manner, Favreau’s plausibility mandate. The higher-ups listened, in part because they were already beginning to think about the long term. In a crucial meeting, Feige said to Fergus, “Why don’t we just save the Mandarin for another day?” (A Mandarin imposter appeared in 2013’s Iron Man 3, and the genuine character finally made his Marvel Studios debut in 2021’s Shang-Chi and the Legend of the Ten Rings, 13 years after Iron Man.)

It was the right creative choice. The third X-Men movie (in 2006) and the third Spider-Man movie (in 2007) both demonstrated how a superhero movie could become overstuffed with too many villains and too much plot. It was also a sound financial decision, Maisel pointed out: “It saved a ton of money, because we didn’t have to shoot all those scenes.”

The Iron Man movie deliberately blurred the ethnicity of some of its antagonists. The filmmakers attempted to make the terrorist Ten Rings organization vaguely, although not definitively, Middle Eastern. When designer Dianne Chadwick created the logo for the Ten Rings—visible in an early scene in the background of Tony Stark’s hostage video, on the flag behind him—Iron Man production designer J. Michael Riva asked her to put extra care into its creation, noting that “this character [meaning the Mandarin] could come back” in future movies. That flag was one of Marvel’s earliest Easter eggs: it implied that the Ten Rings had a geographical reach that went beyond Afghanistan. The art department knew, Chadwick said, that the Ten Rings were affiliated with the Mandarin, who in turn claimed to be a descendant of Genghis Khan. Chadwick and Riva sought to design an image that would hint at this lineage.

Downey Jr., not yet a global superstar, was fond of visiting the modest Marvel offices to see how the production was progressing. “There was no script, and we were basically writing the movie on the wall,” says Stephen Platt. (The screenwriters had generated reams of pages, but nothing had been nailed down.) “There’s no action beats, there’s nothing. It’s literally like ‘Iron Man fights an army.’” As the art team showed off their work, Platt said, Downey eagerly posed in fight stances, playing out potential scenarios in front of the sketches taped to the wall. “He was just like a little kid at Christmas,” Platt recalled. “He couldn’t wait to get going.”

Excerpted from MCU:The Reign of Marvel Studios by Joanna Robinson, Dave Gonzales, and Gavin Edwards. Copyright © 2024 by On Your Left, LLC. Used with permission of the publisher, Liveright Publishing Corporation a division of W. W. Norton & Company, Inc. All rights reserved.

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