The film is scripted and directed by Joss Whedon, and features an ensemble cast that includes Robert Downey, Jr., Chris Evans, Mark Ruffalo, Chris Hemsworth, Scarlett Johansson, Jeremy Renner, Cobie Smulders, and Samuel L. Jackson reprising their roles from the first film, with Elizabeth Olsen, Aaron Taylor-Johnson and James Spader joining the cast.
The sequel was announced in May 2012, after the successful release of the first film. Whedon was brought back on board in August 2012, and a release date was set. By December, Whedon had completed an outline of the script. Casting began in June 2013 with the re-signing of Downey, Jr. The film began principal photography in early 2014 at Shepperton Studios in England.
With the destruction of S.H.I.E.L.D. and the exhaustion of the Avengers, Tony Stark has developed a plan that won't require him to put on the Iron Man suit anymore and still perform for the rest of the team. His solution is Ultron, a self-aware, self-teaching, artificial intelligence designed to help assess threats and direct Stark's Iron Legion of drones to battle evildoers instead.
However, Ultron lacks a sense of humanity, and his superior intellect quickly determines that the extinction of the human race will allow the world to benefit greatly. As a result, this forces Captain America, Iron Man, Thor, Hulk, Black Widow, Hawkeye, with the aid of Nick Fury and Maria Hill, to stop Ultron from eradicating his plans and on their way, they come face to face with Scarlet Witch and Quicksilver and the mysterious Vision. However, Ultron will do anything to tear apart the Avengers, making him a dangerous enemy.
In the Eastern European country of Sokovia, the Avengers – Iron Man, Captain America, Thor, Hulk, Black Widow and Hawkeye – raid a Hydra outpost led by Baron Wolfgang von Strucker, who has been experimenting on humans using the scepter previously wielded by Loki. They encounter two of Strucker's experiments –Quicksilver, who has superhuman speed, and the Scarlet Witch, who can warp reality at will– and apprehend Strucker, while Iron Man retrieves Loki's scepter.
Tony Stark and Bruce Banner discover an artificial intelligence within the Infinity Stone in the scepter, and secretly use it to complete Stark's "Ultron" global defense program. The unexpectedly sentient Ultron, believing he must eradicate humanity to save Earth,seemingly eliminates Stark's A.I. J.A.R.V.I.S. and attacks the Avengers during a victory party at their headquarters. Escaping with the scepter, Ultron uses the resources in Strucker's Sokovia base to upgrade his rudimentary body and build an army of robot drones. He recruits Quicksilver and Scarlet Witch, who harbor a grudge against Stark for weapons responsible for their parents' deaths, and together, they visit the Wakandan base of arms dealer Ulysses Klaw to obtain vibranium. The Avengers battle them, but Scarlet Witch subdues the heroes with haunting visions, causing the Hulk to run amok and forcing Stark to use his powerful Hulkbuster armor to stop him.
A worldwide backlash and the doubts and fears Scarlet Witch's hallucinations have caused send the team into hiding at Hawkeye's safehouse farm, where they meet Hawkeye's wife, Laura, and children. Thor departs to consult with Dr. Erik Selvig on the meaning of the apocalyptic future he saw in his hallucination. Realizing an attraction between them, Black Widow and Banner plan to flee together after fighting Ultron. Nick Fury arrives and encourages the team to form a plan to stop Ultron. In Seoul, South Korea, Ultron forces Banner's friend Dr. Helen Cho to use her synthetic tissue technology together with the Infinity Stone to create the perfect body for him. When Ultron begins uploading himself into the body, Scarlet Witch is able to read his mind; discovering his plan for human extinction, and thus Scarlet Witch and Quicksilver turn on Ultron. Captain America, Black Widow and Hawkeye hunt Ultron and retrieve the synthetic body, but Ultron captures Black Widow.
The Avengers fight amongst themselves when Stark secretly uploads J.A.R.V.I.S. – who is still operational after hiding inside Ultron on the internet – into the synthetic body. Thor returns to help activate the body with lightning, explaining that the Infinity Stone in his brow was part of his "vision". Taking "Vision" as its name, the robot, Quicksilver and Scarlet Witch join the Avengers, and the team heads for Sokovia, where Ultron has used the vibranium to build a machine to lift a large part of the city skyward, intending to crash it into the ground to cause global extinction. As the city begins to lift, Banner rescues Black Widow, who awakens the Hulk for the battle. The Avengers fight Ultron's army while delaying Ultron from activating his plan's final procedure. Fury arrives in a Helicarrier with Maria Hill, War Machine and S.H.I.E.L.D. agents to assist in evacuating civilians, but Quicksilver dies when he shields Hawkeye from a barrage of fire. A grieving Scarlet Witch abandons her post to destroy Ultron's primary body in revenge, inadvertently allowing one of his drones to activate his machine. The landmass plummets, but Iron Man and Thor overload the machine and shatter the city into pieces. In the aftermath, the Hulk, unwilling to endanger Black Widow by being with her, departs in a Quinjet, while the Vision confronts Ultron's last remaining body and appears to destroy it.
Later, the Avengers have established a new base in upstate New York, run by Fury, Hill, Cho and Selvig. Fury assures Black Widow that Banner likely escaped the crashed Quinjet. Believing the Mind Stone is safe with the Vision, Thor returns to Asgard to learn more about the forces he suspects have manipulated recent events. Stark and Hawkeye retire from the team, and Captain America and Black Widow prepare to train new Avengers: War Machine, Scarlet Witch, the Vision and Falcon.
- Robert Downey, Jr. as Tony Stark / Iron Man: A self-described genius, billionaire, playboy, and philanthropist with mechanical suits of armor of his own invention.
- Chris Evans as Steve Rogers / Captain America: A World War II veteran who was enhanced to the peak of human physicality by an experimental serum and frozen in suspended animation before waking up in the modern world.
- Mark Ruffalo as Dr. Bruce Banner / Hulk: A genius scientist who, because of exposure to gamma radiation, transforms into a monster when enraged or agitated.
- Chris Hemsworth as Thor: The crown prince of Asgard, based on the Norse mythological deity of the same name.
- Scarlett Johansson as Natasha Romanoff / Black Widow: A highly trained spy working for S.H.I.E.L.D.
- Jeremy Renner as Clint Barton / Hawkeye: A master archer working as an agent for S.H.I.E.L.D.
- Cobie Smulders as Maria Hill: An agent with S.H.I.E.L.D. who works closely with Nick Fury.
- Anthony Mackie as Sam Wilson/Falcon
- Samuel L. Jackson as Nick Fury: The director of S.H.I.E.L.D., who was revealed in previous films to be coordinating the "Avengers Initiative".
- James Spader as Ultron: An artificial intelligence overwhelmed with a god complex and a rage toward his creators, who longs to take over the Earth with his own spawn. Joss Whedon stated that Spader was his "first and only choice" for the role, because of his "hypnotic voice that can be eerily calm and compelling" while also being very human and humorous. About the character Whedon said, "He's always trying to destroy the Avengers, (censor) it, he's got a bee in his bonnet. He's not a happy guy, which means he's an interesting guy. He's got pain. And the way that manifests is not going to be standard robot stuff." Whedon also indicated that some of Ultron's abilities from the comics would be stripped.
- Elizabeth Olsen as Wanda Maximoff / Scarlet Witch: The twin sister of Quicksilver, who has telekinetic abilities and can warp reality at will. Olsen described the character as a "nexus", elaborating, "She's crazy. She has more things wrong with her than any character I've ever played. She can tell you where an object has been, she can tell you what your future is, she can connect with the dead and people from the past, the future, other universes, and she's the only person in this universe who's capable of doing that. She's unbelieveable."
- Aaron Taylor-Johnson as Pietro Maximoff / Quicksilver: The twin brother of the Scarlet Witch, who can move at superhuman speed. About the character Taylor-Johnson said, "Him and his sister [Scarlet Witch] have been abandoned by their parents and their father, and they grew up in Eastern Europe defending and looking out for themselves and each other... His sister really is his guidance - emotionally she's the one who looks after him, and vice versa. He's very overprotective physically - he doesn't want anyone touching her." Taylor-Johnson also said that Quicksilver has "real anger frustration" and is easily bored due to a short attention span.
- Don Cheadle as James Rhodes / War Machine
- Thomas Kretschmann as Baron Strucker
- Paul Bettany as Vision, an android created by Ultron, and the voice of J.A.R.V.I.S., Stark's personal artificial intelligence operating system. Cosmetologists tested with various kinds of make up on Bettany's skin to achieve Vision's "chalk-white" complexion.
- Hayley Atwell as Peggy Carter
- Idris Elba as Heimdall
- Linda Cardellini as Laura Barton
- Josh Brolin as Thanos
- Stellan Skarsgård as Erik Selvig
- Stan Lee as a World War II Veteran
- Andy Serkis as Ulysses Klaw
- Kim Soo Hyun as Dr. Helen Cho
- Henry Goodman as Doctor List
- Julie Delpy as Madame B.
- Kerry Condon as F.R.I.D.A.Y.
In October 2011, producer Kevin Feige said during the New York Comic Con, "Iron Man 3 will be the first of what we sort of refer to as phase two of this saga that will culminate, God willing, in Avengers: Age of Ultron". In March 2012, Joss Whedon, director of the first film, stated that he would want a sequel to be "smaller. More personal. More painful. By being the next thing that should happen to these characters, and not just a rehash of what seemed to work the first time. By having a theme that is completely fresh and organic to itself."
At the premiere of The Avengers, Feige said the studio had an option for Whedon to return as director. In May 2012, after the successful release of the first film, Disney CEO Bob Iger announced a sequel was in development. Most of the film's cast members were under contract to potentially appear in the sequel; however, Robert Downey, Jr. was not, as his four picture deal with Marvel would expire after Iron Man 3.
At the 2012 San Diego Comic-Con International, Joss Whedon said he was undecided about directing, stating, "I have not come to a decision on directing Avengers: Age of Ultron. I am having too much fun with this [Firefly reunion] now." However, in August 2012, Iger announced that Whedon would return to write and direct the sequel and develop a Marvel television series, Agents of S.H.I.E.L.D., for ABC. Later in the month, Disney set a May 1, 2015 release date. Asked about his decision to return, Whedon said "Avengers: Age of Ultron, it wasn't a tough decision.
For a long time I thought, 'Well, it's just not going to happen.' Then when I actually started to consider it, it became so clear that I desperately wanted to say more about these characters, it would've been an easy no and it was a spectacularly easy yes. There was no wrestling." Whedon said that they intended for the film's production to not be as rushed as the first one. In a December 2012 interview with Entertainment Weekly, Whedon stated that he had completed an outline for the film.
In February 2013 at the Jameson Dublin International Film Festival, Whedon said that death would be a theme in the sequel. In March, Whedon said that he looked to The Empire Strikes Back and The Godfather Part II as inspirations. Also in March, Mark Ruffalo, who played the Hulk in The Avengers, tweeted that he will reprise the role in the sequel.
In April 2013, it was reported that filming was scheduled to begin in early 2014 at Shepperton Studios in England. At the Hollywood premiere of Iron Man 3, Whedon said that he completed a draft of the script, and had started the storyboard process and to meet with actors. Whedon also mentioned that he wrote with Downey in mind and included a "brother/sister act" from the comic books.
Entertainment Weekly reported that Whedon was referring to Quicksilver and the Scarlet Witch, which Whedon confirmed. During an appearance on Late Night with Jimmy Fallon, Whedon explained his rationale for including the characters in the film: "Besides the fact that I grew up reading them, their powers are very visually interesting," said Whedon. "One of the problems I had on the first one was everybody basically had punchy powers... [Quicksilver]'s got super speed. [Scarlet Witch] can weave spells and a little telekinesis, get inside your head. There's good stuff that they can do that will help sort of keep it fresh."
In May 2013, The Hollywood Reporter reported that Downey was in negotiations to extend his contract with Marvel Studios and reprise his role as Iron Man in the film, as well as a third Avengers film. Also in May, the chairman of Cape Town Film Studios said that Marvel Studios was interested in shooting the film in Cape Town, South Africa. In June 2013, Variety reported that Aaron Taylor-Johnson had entered talks to play Quicksilver, which Taylor-Johnson confirmed in a July 2013 Collider interview. Later in the same month, Downey signed on to return as Iron Man for the film. Marvel also announced that filming was expected to begin in March 2014.
At the 2013 San Diego Comic-Con International, Whedon announced the film would be titled Marvel's Avengers: Age of Ultron. Despite the subtitle, the film is not based on the 2013 comic book miniseries Age of Ultron. Feige explained, "We came up with a few titles, but every month a new comic book appeared, and that's a great title. Age of Ultron is a great title. We had a few other 'Of Ultrons', but that was the best one. So we're borrowing that title, but taking storylines from decades of Avengers storylines." Whedon added, "We're doing our own version of the origin story of Ultron....We were crafting our own version of it where [Ultron's] own origin comes more directly from the Avengers we already know about.
The other thing is in the origin story there was Hank Pym, so a lot of people assumed he was going to be in the mix, but he's not. We're basically taking the things from the comics for the movies that we need and can use. A lot of stuff has to fall by the wayside." Whedon also said the film would have a darker tone due to Ultron's involvement, and confirmed that Hawkeye and Black Widow would return. The title of the film came as a surprise to many fans who were expecting Thanos, the mastermind behind the events of the first film, to be the main villain in the sequel. When asked about Thanos' involvement, Whedon responded, "We have to stay grounded. It's part of what makes the Marvel universe click - their relationship to the real world. It's science fiction, and Thanos is not out of the mix, but Thanos was never meant to be the next villain. He's always been the overlord of villainy and darkness."
In September 2013, Chris Hemsworth and Scarlett Johansson confirmed they would be returning as Thor and Black Widow respectively, with Johansson mentioning filming would begin in January. In October 2013, Samuel L. Jackson confirmed that Elizabeth Olsen had been cast as Scarlet Witch. That same month, The Wrap reported that Taylor-Johnson closed the deal to play Quicksilver after working out scheduling conflicts in promoting his appearance in the 2014 Godzilla reboot. Marvel later officially confirmed Olsen and Taylor-Johnson in November 2013.
In November 2013, Cobie Smulders confirmed in an interview that she is reprising her role as Maria Hill. Also in November, Feige commented on finding the right balance between technology and fantasy based heroes in Avengers: Age of Ultron saying, "Iron Man is a very technological hero his movies are always technologically based. The first Thor was all about introducing Asgard and Thor in that more fantastical realm into the more reality-based MCU, and explain that obviously it might look like magic, but it's another form of science and technology.
As we go into Ultron clearly he does come out of technology, but we're using all of our tools at our disposal that we've established so far as part of the MCU to build the storyline of Age of Ultron. At the end of the month, Screen Rant reported that portions of the film would also be shot in the United States. In December 2013, USA Today reported that Don Cheadle will have a part in the film.
In January 2014, Thomas Kretschmann was cast as Baron Wolfgang von Strucker. On January 24, 2014, while promoting the French release of Much Ado About Nothing, Whedon spoke about the continuity of the film saying, "I have to make my movie assuming that people will only have seen the first one, or possibly not even seen the first one. I can't assume that everybody went to see Thor: The Dark World, Captain America: The Winter Soldier, and Iron Man 3 in-between.
I have to go from one movie to the next and be true to what's happened, but not be slavish to it... The model I'm always trying to build from, my guiding star, is The Godfather: Part II where a ton has happened in-between and it's a very different movie [from The Godfather], but you don't need any information: it's there in the film. On the same day, the Forte di Bard Association announced that filming would take place at Fort Bard in the Aosta Valley region of Italy in March 2014, as well as in Aosta, Donnas, Bard, Pont-Saint-Martin and Verrès."
Footage of the 2013 Comic-Con teaser, as well as a brief interview with Joss Whedon, was made available as part of Iron Man 3's second screen companion app for its Blu-ray release on September 24, 2013. The first trailer was released in October 2014.
- Chris Evans and Chris Hemsworth have stated in separate interviews that Joss Whedon initially hadn't told them the arc of the plot, with Evans claiming that he didn't even know the title of the film until the official announcement at Comic-Con. Additionally, Hemsworth and Cobie Smulders, who played Maria Hill in the first film, have both admitted to not knowing who Ultron is.
- Anthony Mackie has expressed his enthusiasm to return as Falcon after Captain America: The Winter Soldier, revealing that he thinks the character could benefit from appearing in a large-scale ensemble like The Avengers. Mackie also joked that he wished to "take down Iron Man" so Falcon could be the only "flying-Avenger". Indeed, the Falcon does join the Avengers at the end of the film, while Stark leaves the team.
- Hugh Jackman has also said that he would be honored to play Wolverine in an Avengers sequel despite the rights issues between Marvel and Fox.
- Idris Elba appears as Heimdall in this movie, and the scene he is in presumably leads up to the events of Thor: Ragnarok.
- Avengers: Age of Ultron made $191,271,109 in its opening weekend.
- During the film, Thor has a vision that shows all of the infinity stones revealed. This shows that this film and Guardians of the Galaxy are connected.
- While the film is not an adaptation of the 2013 "Age of Ultron" comic book storyline, the concept of multiple Ultrons attacking an eastern European country recalls another Avengers storyline from the summer of 1999 titled "Ultron Unlimited". The respective writer and penciller of that story, Kurt Busiek and George Pérez, were two of at least fifteen comic book creators listed under "Special Thanks" in the film's end credits.
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