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Marvel Studios/Jason Hoffman/Thrillist
Entertainment

The Battle of New York: An 'Avengers' Oral History

"The Battle of New York was the end of the world. This, now, is the new world."
-- Maria Hill, former Deputy Director of S.H.I.E.L.D.

The giddy geeks who stuck around until the final credit had rolled on 2008's Iron Man witnessed the future of moviegoing peering back at them: Tony Stark, who'd declared "I am Iron Man" just minutes before, discovers Samuel L. Jackson's Nick Fury lurking in his swank oceanside mansion. His line dangled a prospect for Tony, and a promise to everyone still watching: "I'm here to talk to you about the Avengers Initiative."

Iron Man's post-credit scene was the start of the Marvel Studios' "cinematic universe," but not the moment everything changed. To build a $14-billion-worldwide mega-franchise, become a fiefdom of Hollywood, and turn the rudder of an entire IP-driven industry, the comic-book company had to make good on Fury's line. The sequel snowball would have to snatch up as many strong characters as possible in time for the ultimate crossover event. One assumption could be made: The Avengers would be a hit whether Marvel coherently choreographed Black Widow catapulting off Captain America's shield to hijack an alien invader's hovercraft at the same moment that Iron Man blasted through midtown Manhattan or it settled for Hulk and Thor arm-wrestling in an underground lair like a certain 1988 made-for-TV flop. But turning the opportunity into a phenomenon took a more elegant touch. The disparate characters needed to mesh into a team. They needed to put their lives on the line, risk everything, and work together to get the job done. They needed to best an adversary worth their collective might, then leave a crater in the MCU. The showdown needed to be a sight to behold.

When The Avengers premiered in 2012, there was nothing like "The Battle of New York," a nonstop, 30-minute finale fight between the super squad and an intergalactic battalion of Chitauri warriors, led by Thor's nefarious half-brother, Loki. Today, even with two Avengers sequels in the can, and a summer tentpole season that stretches from February to December, there's still nothing like The Battle of New York. After an hour-and-a-half of costumed group therapy, the kind of character-drama bedrock that risks losing the coveted popcorn-munching, action-junkie demographic, The Avengers crescendos without apprehension. Through BOOMS and ZAPS and POWS, the sequence -- part Independence Day, part Lord of the Rings, peppered with disaster-thriller vignettes, and bound with a New Yawk-movie spine -- exalts the heroes all while paying respect to the regular Joes on the ground. Scholars swore that comic-book moviemaking peaked with Christopher Nolan's lauded vision for The Dark Knight, yet here was an alternative, propulsive, prismatic, and thoughtful.

The bombast made an impact: PTSD sent Iron Man into an existential spiral that tracked through subsequent sequels; alien technology motivated the story of a never-thought-we'd-see-the-day Spider-Man reboot; Netflix's cluster of Marvel heroes struggle through the aftermath of "the incident"; Heck, a throwaway gag of Hulk punching Thor became its own damn movie. From that moment on, every studio wanted to recreate what Marvel pulled off -- including Marvel, which indulged in its portal-laden formula for years to come. The Battle of New York wasn't just a third-act magic trick; it was a terraforming of the blockbuster business Hollywood believed it understood.

Marvel mastermind Kevin Feige, idiosyncratic writer-director Joss Whedon, dozens of artists, designers, animators, "previsualizers," editors, hands on the ground, and eyes in the air: the making of The Battle of New York sequence was an Avengers-worthy initiative of its own, a spectacular undertaking that pushed the limits of technology, coordination, comic-book drama, and the brain's capacity to understand what, exactly, "kicks ass." With the highly anticipated Avengers: Infinity War continuing the invasion plot, and circling back to New York City for another brush with the apocalypse, this is the story of how Marvel pulled off the defining battle of superhero movie history.

Bringing Together a Group of Remarkable People


In April 2006, Marvel Studios announced its first slate of tentpoles: Iron Man, directed by Jon Favreau; Captain America, written by David Self (Road to Perdition); Ant-Man, written and directed by Edgar Wright; Nick Fury, written by Andrew Marlow (Air Force One); Thor, written by Mark Protosevich (Poseidon); and The Incredible Hulk, written by Zak Penn (X2). In the lead up to Iron Man's 2008 release, plans changed, with Marvel locking on to an obvious and ultimate goal: a team-up action movie that would cohere a "cinematic universe."

Joss Whedon (writer-director): You know, we figured The Avengers better be a big deal.

Kevin Feige (producer): The notion of trying to meet the expectations that we had, and the fans had -- fans of the comics or just fans of the other films -- or just fans of the notion of "What? Those guys that I saw in those commercials? I didn’t see their movie, but they are all in one movie?"... the whole [had] to be bigger than the sum of its parts on this one. That’s where Joss came into the equation [in 2010], who was so gung-ho, who had such a unique voice, who knew these characters already.*

Joss Whedon (writer-director): I bought Superman vs. The Amazing Spider-Man as a kid. It was just the most monumental event. It meant a huge amount to me. I was perfectly comfortable with these people all hanging out together, from these different worlds and movies made by different directors. That's how comic books work. And there is a thing about when you're not used to seeing that, if they get it right, it's glorious. If you combine two things that people love -- we do that all the time now, mostly in memes -- but if you make it track, then it gives people a high that is different than just the resonance of a sequel.

Kevin Feige (producer): Only Iron Man and Iron Man 2 had been out at the time, and we pitched [Joss] sort of what we were doing in Thor and what we were doing in Captain and how we envisioned at least the bones of Avengers. The fact that he was into it and saw through it.*

Joss Whedon (writer-director): You know, Marvel was like "Look, Loki's gonna be the villain, he's going to get an army from space, and we're gonna have a big ass battle in New York, because this is Marvel, and New York is Marvel's town." I was like, "You haven't lost me yet."

Kevin Feige (producer): He very easily could have gone "Yeah, I don’t buy what you guys are doing, good luck." But he got it and he endorsed it and did a pass for us on Captain America.*

Zak Penn (writer): I was officially attached to The Avengers in 2006, although we had been kicking around the idea since 2003. For me, it was a four-year process. During that time, my job was to keep an eye on all the other movies, write in stuff that could be set up and paid off, and with the help of the Marvel executives, create an overarching story or a bible for the five movies, so we would know where we were going and where The Avengers would be. We didn’t want to be stuck in the end with a bunch of characters we didn’t want to use. Or not having set up certain characters.∅

Joss Whedon (writer-director): I started at square 1 on the script. I mean, straight up. I don't wanna rag on it, but I fought that credit. I was very upset about it. I know how the Guild works, first guy on a movie and all that, but I've never had good luck with arbitrations.

Zak Penn (writer): We could have collaborated more, but that was not his choice. He wanted to do it his way, and I respect that. I mean, it's not like on the Hulk, where I got replaced by the lead actor.∅

Joss Whedon (writer-director): I read it one time, and I've never seen it since. I was like, "Nope. There's nothing here." There was no character connection. There was a line in the stage directions that said, apropos of nothing, "And then they all walk towards the camera in slow motion because you have to have that." Yeah, well, no: You have to earn that.

Kevin Feige (producer): People forget that we started [making] Avengers before either Thor or Captain America were released. What if people hated Thor? What if people thought Loki was ridiculous? What if people didn’t buy this super soldier frozen in ice? We were in the first quarter of production on a giant movie at that time, and we weren’t going to stop. It was sort of all-in at that point.*

Joss Whedon (writer-director): We went through a lot of insane iterations of what might be. At the very beginning, I wrote entire drafts that had no bearing on what I would eventually film. There was a moment where we thought we weren't gonna have Scarlett [Johansson], and so I wrote a huge bunch of pages starring The Wasp. That was not useful. I also worried that one British character actor was not enough to take on Earth's mightiest heroes, and that we'd feel like we were rooting for the overdog. So I wrote a huge draft with Ezekiel Stane, Obadiah Stane's son, in it. Kevin looked at it and said, "Yeah, no." [Marvel Studios co-president] Louis D'Esposito actually at that point said, "Yeah, Kevin, it's all wrong, but look how good it is. Like this is really good wrong." That was a nice boost.

Once we got everybody locked in place the movie stayed on mission. We knew where we were going. For me, the X-Men all have the same problem -- it tracks emotionally. These guys don't have that at all. They don't belong in the same movie. I used to read The Avengers and love it, but I didn't have the emotional connection to it that I did to certain books. It was just grand sci-fi spectacle and had all the heroes I liked. But my thought was these guys just don't belong together. Then I was like, Wait a minute, that's the movie. It's The Dirty Dozen.

There's very little that I didn't look at. It's like, This is a Dr. Strangelove moment. This is The Abyss. This is His Girl Friday. It's constant. You have to have all that stuff sort of in a blender in your head. I will say that the movie that I probably emotionally referenced the most was Black Hawk Down. I wanted to show the toll on a few soldiers of being in battle for an entire day. It's a beautiful rendering of that, the toll of that constant pressure.

The Art of War

Joss Whedon (writer-director): [The battle evolved from], We're going to want to see the group together. We're going to want to do a shot of everyone back to back. Now we are a team. This is "The Avengers." We'd get them in a circle and all facing up. Ryan Meinerding painted the team back to back, and that's basically what I shot. They're so kinetic and gorgeous, and he has a way of taking comic books and really bringing them to life, even beyond Alex Ross in a way that I've never seen.

Ryan Meinerding (visual development supervisor): I had discussions with Joss about the circle shot. He had some really rough ideas for that, like Cap walking forward as the camera spins around him, then he steps up on to a cab, and you'd sort of end with the shot that I finished with. The concern was whether it was going to be too disparate -- would it feel silly with these guys -- a green giant, a man wearing a flag -- all standing next to each other. So I dropped the sun behind them a little bit, gave them a little more atmosphere, tried to unify the colors a little bit more. But in the end, the notion of it is the coolest part of it.

Joss Whedon (writer-director): But then it was like, OK, why are they in a circle? That's where they're standing, but why? Let's assume that there are aliens all over the walls, they're surrounding them, they're going to shoot at them, but they haven't started yet. Why haven't they started yet? And I was like Oh, let's give the aliens a war cry. So Hulk punches the Leviathan, and the aliens all scream like they're in pain... but it's also a warrior cry. Then one of the aliens takes off his mask because we need to see their faces and hear that cry. The Avengers are surrounded by guys going, "WE ARE GOING TO FUCK YOU UP." But not by guys who are shooting yet. So there is a very specific reason that sort of evolved more and more right before we shot it. And then it's like, OK, we got them here, and then once they're there, you're like, OK, how do we get them to the next thing?

Victoria Alonso (executive producer): What was notable about the script for The Avengers is that all the major beats of the final battle were outlined in Joss' script. We didn’t end up veering too much away from what was outlined on the page, but mainly enhanced it.

Joss Whedon (writer-director): I love to write action. I love to be specific about gags. I love to say, OK, this is what I have to work with.

The help we get from the visual department is crazy. They create splash panels that are kind of the building blocks where you're like, Oh my God, that image of Thor versus Hulk... we need to get to that. How do we get to that?

Andy Park (concept illustrator): Marvel's visual development department starts at the very beginning of the moviemaking process, so we're designing characters and doing illustrations of key story moments at the same time that they're writing a script. A lot of times we even start before there's a story, before the director. But our main job is to design the characters.

Ryan Meinerding (visual development supervisor): We're trying to focus on being true to the source material as much as possible. The comics stood the test of time, in some cases for 70 years. So the Marvel Studios "house style" is looking towards what the comics established, then finding ways to make it work for the story that the filmmakers want to tell. The great things about those iconic visuals is, if you're standing 200 feet away from one of those characters, you can recognize them.

For instance, Captain's journey in First Avenger was really about taking on the mantle of that USO figure and being ashamed of what he was doing because he wasn't out a fighting in a war. So when he went out to rescue Bucky and the Howling Commandos, he sort of covers up as his USO costume with a leather jacket and a helmet and starts to feel a little bit more like a soldier. But on his way back after rescuing them, some of that stars underneath the USO costume start showing through a little bit and he comes to the understanding that there's value in the symbol that he could be. Cap's visual from The Avengers was really about just wanting to turn it into the most superhero looking version of the team and making Agent Coulson sort of responsible for that because he is such a fanboy. That was a great place to start with that concept.

Andy Park (concept illustrator): With Black Widow, in Iron Man 2, her suit was very formfitting, a little bit more femme fatale style. For this one, Joss wanted it to be more functional, more utilitarian -- this would be a S.H.I.E.L.D-issued costume that she would wear in battle. She's one of the only humans on the team along with Hawkeye, so she would have points on her body that would upgrade and deliver a shock. Hit points like our fists or elbows or knees -- there would be energy coursing through the costume that when she kicked somebody it would give an extra like boost. That didn't necessarily come through in the film, but in early concepts there was somewhere I did you see glow. Those are the kind of conversations we would have with Joss. [Ed. note: the design would later appear in Avengers: Age of Ultron.]

Ryan Meinerding (visual development supervisor): Whenever we're doing an Iron Man design, it always comes down to how different do we have to make it so that it actually registered [as a] new suit for the audience, and the mark seven, which Phil Saunders designed for Avengers, was an attempt to trying to bulk him out, and make it feel like a suit that he was going to go to war in. There's a moment in there when after the Mark 7 has flown on to him, after this confrontation with Loki, his HUD switches from blue to red and you get the sense that he's going to war.

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Jane Wu/Marvel Studios

Jane Wu (storyboard artist): Storyboarders are brought on really early, too. Joss was looking for another storyboard artist and my name was mentioned because that's kind of what I do: storyboard big, final-battle, Act 3, throw-the-kitchen-sink-in-the-whole-thing kind of sequences. That actually was my first long live-action bit. I'd done very little live-action -- mainly animation. The thing I think that Kevin does well is that Kevin's a comic-book geek himself. He knows this stuff backward and forward, and almost everybody that he hires also knows comic books. I collected when I was in high school. Thor was the first book I ever collected. I owned a comic book store.

I was lucky to be involved in Marvel in the early days, and I got to work very, very closely with Kevin and the directors. It felt like a tight-knit family. For every single board, I went in and pitched -- I'm on the computer scrolling through the drawings and making sound effects. What Kevin does is he does a really good job of steering the ship so he lets the directors do what they need to do and then he'll come back, because he's a comic geek, he'll say, OK, this is starting to kind of get out of the realm of what feels like in the comic books, or what that book looked like.

Joss Whedon (writer-director): There is [a Marvel house style], but at the same time, nobody ever told me, with the exception of flight [sequences], nobody ever said, "Here's what you gotta do." With flight they said, "Look, we don't like the camera coming around a guy who's in a cockpit. We like to shoot like you would see air to air." They would call it where, if you're shooting Iron Man, you're shooting him from a plane that's next to him. I probably took a tiny bit more license with that, but there isn't a lot of arming around someone [with the camera] while they're flying. You know, when I think of directors I would love to shoot like, I think mostly of people like [Vincente] Minnelli: everything would be lovely and controlled and smooth and also people would sing. But in something like this, [the style] is just common sense.

Jane Wu (storyboard artist): The process at the Marvel because it is very much a hybrid of the animation and live-action pipeline. Storyboard information has to be done in animation because people that are doing the computer animation need the camera information. So in animation, I'm flying around in the city with the camera and just thinking What, what would impact the story more? What would look fun? I went crazy.

Storyboarders like me who are more experienced with story, how to construct a story, we don't need a script. Even on this Act 3 thing, Joss was chasing the boards. We had to get started because the sequence was going to take awhile. Joss was writing all the dialogue part, then read off beats for the action parts. "This has to happen. This has to happen. This has to happen." So I worked it out, came back, then filled in the blanks. I think it took like six months to do.

It was easy for me to storyboard someone like Black Widow because... she's me. I do martial arts, and I'm one of the very few people in the industry that can choreograph a fight sequence and animate to show you what the fight sequence looks like. You know, when I go on a panel talk, I'm always the only girl there, and they're confused of who I am, what the pitch, my sequence. They get so confused! So I have to let them know that the most testosterone-driven scenes in Marvel movies are storyboarded by a middle-aged mom.

Jeffrey Ford (co-editor): So we had animatics, animated from storyboards, then there was true previsualization, done by Third Floor, which animates incredibly realistic motion and shots and constructions. The process allowed the production to determine how to shoot some of these sequences because they're so massive that they're almost impossible to undertake. You have to have some tools to help you reduce the amount of work or we'd never get them done in time.

previs avengers battle of new york
Courtesy of The Third Floor, Inc.

Nick Markel (previsualization supervisor, Third Floor): To produce previs, we build assets -- characters, environments, etc. -- and animate them based on the script, storyboards, concepts from directors or brainstorms in the team. Individual previs shots are generally combined into previs edits that then represent the beats of the scene.

Victoria Alonso (executive producer): We spent several months [just] previzing the New York battle scene with The Third Floor.

Joss Whedon (writer-director): I've seen movies where you can see they just shot the previs. And the movie either gets radically better, or worse, depending on the talent surrounding the previs. For me, I like to be in front of all that as much as possible. The specificity of the physicality is very important. On the day you're going to go, Well this isn't working exactly the way we wanted it, or in post-production you're going to be like Uh, could this come... before? You're going to change things. It's a fluid process.

Nick Markel (previsualization supervisor, Third Floor): Our team needed to keep the technical requirements in mind that the crew would need in actually achieving the shots on set or as visual effects. This often results in a second "techvis" phase, where we produce schematics or simulations based on the previs to evaluate what's needed for camera and actor placements, stunts, safety, set building, lens choices and many other important aspects. Techvis often focuses on the most complicated shots for production and helps make sure as much as possible has been accounted for "on the day."

Jeffrey Ford (co-editor): When I'm on the movies that I work on at Marvel, I work closely with the previsualization artists during preproduction and production -- the process doesn't stop when we start shooting. The previous team is still working and coming up with ideas and changes and helping us understand the technical end of things. Sometimes they'll show me sketches of what they're working on, then I'll take the work and I'll cut it sound effects and music and try to rhythm it out to fit the way the story might be working. Then we cut that right up against the live-action photography we've already completed and use it as sort of a map to help us guide the movie. Having some ideas about what the next cut is, what the transition's going to be, what the action scene might or might not look like, is really valuable for the filmmakers to have that overview.

Joss Whedon (writer-director): Certain things like Hulk punching Thor actually need to be very precise.

Jane Wu (storyboard artist): When Hulk punches Thor at the end... I didn't know if that was going to work. I asked, "Are you sure you want to do that?"

Joss Whedon (writer-director): I'm always going to go for the cheap joke.

Courtesy of Jane Wu

Jane Wu (storyboard artist): I sent the animation in that day. There was another buddy of mine who was supposed to pitch sequence before mine and everybody was running late, but I had to go to the bathroom. So I asked my buddy to pitch up through my sequence and I'd come back take the notes. When I was coming back from the bathroom, I heard the entire room laughing. I thought, Oh my God, I must have done something wrong. But when I walked in they were just scrolling back and forth watching Hulk punch Thor over and over and over again and laughing. And it's because of the timing, because of the composition. I just knew I had to pull out the camera and let the comedy play out between those two people.

Joss Whedon (writer-director): The only fight we had… there were objections to Hulk tossing Loki. I mean, strong objections. But they were not from Kevin and Jeremy, so I didn't have to worry.

Jeff White (visual effects supervisor, Industrial Light & Magic): Joss had that back-and-forth smash gag right from the very first previs that we ever saw for this city attack.

Marc Chu (animation supervisor, ILM): Typically when VFX animators are asked to do something physical, the majority of the time it’s going be realistic or real-world based, but for this, we had to go over-the-top cartoony big to delivery the payoff and get the laughs. Joss kept us going further and further past our normal comfort level to make it as violent and ridiculous as possible, our animators had a lot of fun bringing those scenes to life.

Joss Whedon (writer-director): [The Battle of New York] is why we all showed up. If it's why the audience showed up, it's why I showed up. But at the same time, the in for me is always the little moments before everybody's working in concert. There will be arguments, and the little points of connection or disconnect. The intimate stuff is the most fun to sort, and certainly the most fun to film, because filming this was... the opposite of fun.

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Marvel Studios

Welcome to New York

James Chinlund (production designer): Coming into that movie, the main challenge was: How do you make all of these characters, who come from such disparate worlds, co-exist together, and feel like a balanced team visually, and narratively as well? But my challenges were, coming off of Cap and Thor, and seeing the world that Thor existed in, and the beautiful work that Bo Welch had done on that film. And then seeing where Rick Heinrichs' work on Cap, and how distinct and different that world was, versus Tony Stark's world. It was kind of a terrifying prospect going into it.

Joss Whedon (writer-director): If you look at the work of like the greats of like Neal Adams, Bryan Hitch -- who is responsible for, among other things, Sam Jackson becoming Nick Fury, when he did the Ultimates -- Ross Andru doing Spider-Man... they rendered New York. They made it real. They made it a place we lived in, and yet they had these colorful characters popping around in there. That was always the tone that I wanted to strike visually was like, This shit is happening in your city, but it's beautiful to behold at the same time as it's grimy. Basically I was trying to make the city look like it did when I grew up there in the '70s... by trashing it.

James Chinlund (production designer): It was really important to me to make things as grounded as possible, and another reason that the representation of New York itself was so important to me that we get it right geographically… in an effort to continue to ground the movie as much as we could, [to build the] conceit that these guys could be around the corner from you at any given moment.

Jeffrey Ford (co-editor): The sequence was designed from the screenplay level quite brilliantly. There are those geographic anchors that help us, and by putting Stark Tower at the head of the Park Avenue Viaduct and using that as a central locus point for the sequence is action helps the viewer sort of understand where the center of the battle. And then, of course, Selvig takes the device to the top of Stark Tower in order to activate it and open the portal. The sequence comes full circle with the threat right back into to Tony Stark's literal backyard.

Courtesy of Industrial Light & Magic

James Chinlund (production designer): I'm from New York, and building a New York -- a representation of New York -- that would resonate for New Yorkers and feel true, even though we weren't really shooting there that much, was really important to me as a designer. So the idea that Tony Stark had taken the MetLife Building, which was a super-powerful iconic building from my childhood... I've spent a lot of time in Grand Central. I just knew it'd be the perfect place to stage this battle, and the idea of Iron Man flying up Park Avenue, with so many great site lines across 42nd Street... it was really a thrill to get to bring this wild bunch of characters and drop them down on what really is the heart of New York.

Richard Bluff (digital matte supervisor, ILM): What was very clear from the outset was that we weren’t able to shoot the action as we're watching it in the animatics, and that we were going to have to create a CG playground around the Stark Tower, which effectively covered about 20 square blocks.***

Tyson Bidner (New York location manager): I was on the job for like a year and a half. It was endless. We were going to do the entire movie in New York for quite some time. Then it became apparent that we should farm out different pieces: do the stage work in New Mexico, do a little bit in Cleveland, then a chunk in New York. So, a lot of the interiors, the stage work and stuff, was done in New Mexico where they had done Thor and a couple other films prior to that.

Jeff White (visual effects supervisor, ILM): Richard Bluff, visual effects supervisor Janek Sirrs, and I sat down and mapped out where the action would take place. We tried to consolidate the battle to certain streets, but also not feel like it was going to be too repetitive. We knew there were "hero" areas that we needed to [photograph] around Grand Central, like the MetLife Building, and [we needed to shoot from] various heights to cover where the view would be from Stark Tower.

Industrial Light & Magic
Industrial Light & Magic

Tyson Bidner (New York location manager): Before we started filming, I worked very closely with ILM to secure almost every building for filming plates. They had a map, and we highlighted the world for the whole finale, that whole Grand Central area, from, let's say 45th Street down to 38th Street, east from Lexington all the way to Madison.

Jeff White (visual effects supervisor, ILM): I think it is probably one of the biggest photo shoots ever conducted. We ended up going for several weeks.

Tyson Bidner (New York location manager): I made deals with every single building that I could get. We had a team of four to six ILM photographers come in from all over and they photographed every single aspect -- from the roof to mid-floor to the ground -- of the buildings.

Jeff White (visual effects supervisor, ILM): We were both on the ground and then we were also up in sort of cherry pickers, moving down the street. It was really tedious and laborious because we had to capture each position, moving the rig a certain amount of distance to where you're not getting really bad occlusions in the photography that you're taking. That was combined with a pretty substantial LIDAR [light detection and ranging] project to get us high-resolution scans.

Tyson Bidner (New York location manager): They built this whole world to play in before we even started filming. By the time the main production came to New York, they had the whole background photographed. So when the Avengers crashed down, when they come out of the ship, and when the Hulk smashes through Grand Central, all of that was actual shooting in Grand Central, with film cameras and shooting with the cast.

The Avengers Initiative

Joss Whedon (writer-director): The logistics [of the shoot were not fun]. All of the components. And in particular, when they're on the bridge. I don't know what to call it. Is it a bridge?

Tyson Bidner (New York location manager): It's called the viaduct, which is like a tunnel that kind of wraps around Grand Central. We shut that down and the actors walked on that and we used a Russian Arm car camera to film the scenes. We would shoot those scenes over a few weekends. That was all done practically with the actors, and the preparation took months.

Joss Whedon (writer-director): Particularly with this movie, because I was shooting for 3-D in a way that I didn't with [Avengers: Age of Ultron], I very much wanted to do shots that would go on for awhile. I wanted to feel the space around us, and use wider lenses. That's why I went 1.85 [for the aspect ratio] instead of wider. In IMAX, I wanted it to fill your eyeball completely. When I did Ultron, I very deliberately ran a lot of cameras, and obviously I would set them all up, but I would also sometimes be like, "See what you can find."

Victoria Alonso (executive producer): Most of the shoot took place in an abandoned train station in Albuquerque, where we built the set of the bridge and Park Avenue. On the first day, the location felt incredibly beautiful and romantic, with glass walls and interesting art deco details around the outsides of the station. Everyone was very taken with how novel and charming it was. However, by the end of the first day, we realized how dirty it was -- everything seemed to be covered in a thick layer of grime -- we were covered head to toe in filth and the romance was over.

Joss Whedon (writer-director): You would spend 45 minutes cleaning out your nostrils at the end of the day.

Victoria Alonso (executive producer): We shot there for another three weeks!

Industrial Light & Magic

Joss Whedon (writer-director): It happened to be the worst time of filming. The most problematic, when the producers really had the least confidence in what I was doing. For the most part that was not a problem, but it became a bit of a thing. During that particular time, there was some worry that my work was not kinetic enough. It was in the middle of the shoot, we were all at ebb, and I would come to work and everything would be flames and sulfur. And I was like, Could hell not be so literal? There was obviously a lot of the indoor stuff we shot in New York at the very end, which was a delight because it was New York. But there were 4 million moving parts on green screens and the sets, like Stark Tower.

Jeff White (visual effects supervisor, ILM): It's very difficult to get [all the various location shoots] all looking right. I would say one of our advantages was working with Seamus McGarvey, who is the director of photography.

Joss Whedon (writer-director): Seamus the DP is a god.

Jeff White (visual effects supervisor, ILM): He really put a lot of time into making sure that the lighting [of the stage shooting] felt as much like outdoor lighting as he could recreate. And I would say one of the advantages of the sequence, because it generally takes place out in front of Grand Central, is that on the buildings we could have all these sort of beautiful slashes of sunlight coming down the alleyways, but the area where the action takes place and a lot of the practical photography in New Mexico was treated like it was in the shadows of the buildings.

Joss Whedon (writer-director): We really wanted to gradually adjust the lighting so that we could feel the sun going down, but we weren't in a position to do that. We made it a little more side lit when we got to Cap and Thor having their slow-motion moment, and then Cap getting shot. That was where we started to say, OK, we can't do [everything].

marvel films behind the scenes
Courtesy of Industrial Light & Magic

Joss Whedon (writer-director): Hulk is always the hardest thing. I mean, I don't envy the people who've made Hulk movies. They're werewolf movies that are also superhero movies. That's really hard to reconcile.

Ryan Meinerding (visual development supervisor): I was really interested in giving Hulk more of a monster look, letting go of the hero slightly. So playing up the big brow and the sort of tall upper lip -- the iconic stuff from the comics that hinted at being a monster. [The art of Jack] Kirby was a good place to start. There were a couple other ones that nailed it and I can't. Tommy Lee Edwards was a guy I looked at, but wasn't like an "official" reference. Then using Ruffalo's face as best we could to mix in there.

Jeff White (visual effects supervisor, ILM): The Hulk was kind of a huge project in kind of reimagining how we do digital humans and digital characters. For all intents and purposes, Hulk is just a very, very big human. Joss' decision from the beginning to incorporate Mark Ruffalo's likeness into the Hulk gave us a huge leg up in terms of not only the facial capture that we were able to get, but we really utilized every single part of Mark. He was incredibly gracious with us as far as all the data that we were capturing from him.

Ryan Meinerding (visual development supervisor): He's got a really great face that lends itself to being monsterized!

Marc Chu (animation supervisor, ILM): To capture Hulk's motion, Mark and Joss came to ILM’s San Francisco studio during pre- and post-production for several motion capture sessions. The first visit allowed Ruffalo to explore the character. It was the first time he could see himself portraying the Hulk in real-time and at times got... a little too wild with the other performers.

Jeff White (visual effects supervisor, ILM): One of the things that Joss decided early on that helped us tremendously was that we went for a much more desaturated, natural looking green as far as how the skin looked. That let us have more pore detail and texture come through. And we always had some reference performance from Mark that we could do side-by-side comparisons and just kind of see like, Oh, our teeth aren't looking right in this shot, or the eye line is a little bit off and we're missing that little sort of tear line specular. There were like a million little details that went into it.

Christopher Boyes (sound designer): Originally for Hulk I had used animal vocals to create this larger than life, territorial rage. The feedback from Joss was that it was too much of a monster, a creature. This was a superhuman, but a human in rage. So I kept trying combination from combination, Finally, I realized I needed to work with human voices. I started playing combinations -- I gave them 10 to 15 combinations of roars. Joss came back and said, "I like that one." I looked at the ingredients of that one and it turned out to be Mark Ruffalo, Lou Ferrigno, a little me, and two people from New Zealand.***

Joss Whedon (writer-director): His line -- "That's my secret. I'm always angry." -- that was a really important moment for me, because it felt true. You accept your anger, then you can control it, and then he's not in as much danger unless there's a crisis of turning into the Hulk. Then about four months after the movie came out, I was like, Oh my God. I was writing about me.

Chitauri warrior
Marvel Studios

Joss Whedon (writer-director): There had been a bunch of alien races, but we specifically didn't want to use any of the canon. The Chitauri, I think, is a name that had been used, but they weren't like the Kree or the Skrulls, where you have to have a lot of backstory about that race because it's an important part of Marvel. Then it was just sort of seeing different versions. I would pitch some stuff, and Ryan would paint stuff, and everybody would sketch things.

Ryan Meinerding (visual development supervisor): The Chitauri didn't have a strong visual representation in the comics, so we were tasked with coming up with a look for what an alien army could be. Our whole team jumped on it. We probably did about 60 or 70 sketches to try to create a direction for it. The initial pitch for it was they were going to be more of a royal army for Thanos, like they're going to be a little bit more regal. That's why they had like the gold on them, tying them to Thanos a bit. But over time they turned into foot soldiers and more, you know, a little bit less regal in their inner stance and posture. Then specifically with their weapons, we tried to find something that, if Black Widow got ahold of one of their weapons, she could use it in an interesting way. Which is how we ended up with that sort of long Civil War weapons.

Joss Whedon (writer-director): I look back, and I'm like, So my idea for making the weapons look different was to give them muskets? Did I really do that? Was that the sexiest choice? Muskets? OK. But you know, hit or miss. We sort of built that as we went, and I really liked the whole chariot thing. I like anything that is basically a hover car. Then I'm happy.

Marc Chu (animation supervisor, ILM): Early takes of the stunt crew portraying the Chitauri didn’t feel threatening enough so I started pulling military and SWAT team references and pitched that we should model the Chitauri movement after them, this way they could come across more organized and methodical in how they infiltrate and attack. In the end, I felt that helped made them feel more purposeful and part of a massive alien invasion force trying to take over the earth. As we started working on the Chitauri shots there were never plans to actually show their faces, but some previs made it through to ILM that did feature them taking off their masks, so with the blessing of Joss and Marvel we decided to flesh out the model to create a limited range of face shapes and feature it in a few shots.

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Joss Whedon (writer-director): We also needed a giant space worm because you don't want the Hulk to go, "I'll go hit Sam Rockwell." It's like, no, he'll die. We need a space worm.

Marc Chu (animation supervisor, ILM): The Leviathans were a challenging puzzle to figure out: giant alien life-forms that have been enslaved and modified to be Chitauri troop transports. They had to feel organic and "alive," hovering by technology that was grafted into their bodies and plated with armor for warfare, which I was afraid would limit their mobility.

Nick Markel (previsualization supervisor, Third Floor): One of the warships was originally known as "Jumbo" in the script. While most of the sequences were boarded, the concepts weren't completely defined at the time so seeing them evolve in motion in previs would lead to new ideas.

Jake Morrison (second-unit visual effects supervisor): Late in the schedule, I was directing a ground crew, and where we were running around like loonies, heading from point-to-point with a small number of extras, grabbing shots like the Jumbo smashing into the side of Grand Central on Vanderbilt. As with the helicopter work, we could just stop and pretend -- can you imagine Black Widow’s chariot flying past this junction? Let’s swish-pan! The tools were so low-tech that we even ended up creating a poor man’s Steadicam by sitting our operator in a wheelchair, holding a motion-picture camera in her lap as we pushed her through an alleyway.

Marc Chu (animation supervisor, ILM): As animators, we always try to draw upon reference, so the overall movement was inspired by large whales, and we sprinkled in some more predatory intent and direction changes that you see from sharks. Destruction from the Leviathans was planned very carefully so we didn’t get hate mail from the FX artists having to deal with all the building destruction.

the avengers behind the scenes
Marvel Studios

Tyson Bidner (New York location manager): We had to get real special permissions and also have police all over helping us on [the destruction stunts], especially for the café, for instance. Using that café is an example of having to stop traffic on 42nd Street, having to hold off people until we had done all the little popper explosions at all the tables and things like that.

It's really hard [to secure New York City locations] because you're at such a crossroads of busyness on 42nd Street and in Grand Central. So we would [shoot] on Sunday mornings when it was a little quieter.

Joss Whedon (writer-director): We actually shot the New York portion on the anniversary of 9/11. It was not easy to get a permit.

Tyson Bidner (New York location manager): In post-9/11 New York, any kind of explosions or special effects that are loud really make people nervous. And it's because you could be blocks away and not see what's going on and hear something, and yet people can come running to see what it is.

Joss Whedon (writer-director): But everybody has to be treated with respect. That's how I feel about all films that I make, too. When I write a script, I'm interested in the truth that everybody experiences, and that means extras who get shot at. We put in shots of police, and army, and regular Joes just to make sure that we understood other people are getting it done, too. I can't deal with the sort of fascist aspect of superheroes where it's like, "Only I can fix this. Out of my way, stupid other people." It's like when Cap talks to the cops, he's not saying, "Don't do your job. We'll do it." He's saying, "Here's what we need you to do while we do this." Then it allows you to relax and know that that's being taken care of, and you're not going, "Have they heard of collateral damage?"

That became a real problem. Later with things like Star Trek Into Darkness and other movies where, "Oh, San Francisco just got leveled, but we won." You're like, "Well..." For me, every now and then you pitch something and it's like, And then the plane goes into the building! Oh, wait, no, you know what? That doesn't happen. Sorry. No, that's, whoa, we don't do that in a movie. We have to be sure that we're showing something that feels real that is not offensive. But you can't shy away from the reality of New Yorkers have been through this, but at the same time, it would be beyond offensive to reference it when you're making a fantasy. You thread the needle.

Jeffrey Ford (co-editor): The structure [of the Battle of New York] ended up serving us well. Obviously there are certain things you can't move in certain ways because you're dealing with a linear story: the Chitauri arrive, the Avengers get together, they coalesce. But the most significant thing was that we tuned the structure so the sequence had two peaks. There's this moment where the Avengers assemble for the first time, what you came to see, [then] a second climax to the sequence: Iron Man's run up with the missile. This all while creating the threat that the other team members are going to lose unless somebody makes a sacrifice play.

Joss Whedon (writer-director): [The nuke] was a discussion. It was like, "Has this been done?" On the other hand, "Does this make sense?" It's like, yeah. You always want to be able to say the people who are not there on the ground are going to make a bad call -- that's part of the great American mythos, and a human truth. And you need the stakes to suddenly become crazy; you've already had space worms, so how can you make things worse? I know what makes things worse. Human beings. Every fucking time. It also gave Fury an action. He went out with the rocket launcher. It kept him in the game, but it also just sort of said OK, guys, guess what? It's all bad now. Everything is bad. This is as bad as it gets. But then of course it's also the solution: Iron Man tosses it at the bad guys.

Jeffrey Ford (co-editor): Joss always planned for the sequence to have a second act, this awesome tie-in shot where we allowed the camera to not cut as we saw each Avenger hand it off to each one of them.

Nick Markel (previsualization supervisor, Third Floor): Due to the complexity and number of characters, this [single-take tie-in shot] took well over three weeks to previsualize.

Joss Whedon (writer-director): That was the longest single shot in the movie.

Jason Smith (associate visual effects supervisor, ILM): Because it was so massive, we had to break it into sections so we could give each section to separate groups of artists and work on them as if they were a single shot. Then we had a separate team who had to pull those sections back together and make a cohesive shot out of it, and making sure at the blend points it still worked.♦

Nick Markel (previsualization supervisor, Third Floor): One of the biggest challenges was being able to address revisions. One small change at any point in the sequencing would have a ripple effect that would change the timing of everything else. We had storyboards to make sure the general ideas were all depicted so that helped us be as efficient as possible with the previs.

Joss Whedon (writer-director): There was a moment where we were like, "Should we just drop this? It's killing us." There was a moment where I thought, We could save so much time and money if we just didn't have this. I can't even remember who it was that was like, "Guys, this is literally why we're here. The exact climax of the movie is this shot." And we're like, "Right, right. OK, OK. Sorry. We're tired." It was probably Kevin, because big picture, it's usually Kevin. But yeah, logistically, that was just a huge pain.

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Jason Smith (associate visual effects supervisor, ILM): One of the challenges was that they had shot an element of Captain America on set, but when we got to the final shot, we realized it was about the Avengers coming together and finally working as a team. Not only that they're fighting around each other, but helping each other, trading off blows to win as a team. To do this, we realized we had to change Captain America's movements. That meant going from a blue-screen plate of Captain America to an all-digital human. Luckily we had taken our Captain America digital double where that could be done.♦

Marc Chu (animation supervisor, ILM): We created dig-doubles versions of all our heroes and used them frequently throughout the film. Black Widow, when she’s hoisted into the air and grabs onto the Chitauri chariot; Captain America as he jumps off the viaduct onto a bus; and Tony being knocked out the Stark Tower by Loki are a few examples.

Jeff White (visual effects supervisor, ILM): There were several plate elements that were shot to help as we swing around down right in front of Grand Central. We did a little plate of Hawkeye standing on the corner of the building, and then a green screen element of Thor. That was pretty much it -- the rest of the environment was entirely created [with CG].

Nick Markel (previsualization supervisor, Third Floor): After shooting, there is another step called "postvis." We receive plate photography and produce working temps of shots by filling in green screens and adding previs characters to represent the action, timing, and composition in the shot. Postvis helps directors and editors get a sense of the imagery prior to visual effects completion and can support picture cuts for reviews and screenings.

Gerardo Ramirez, (postvis supervisor, Third Floor): Once the elements were filmed, we were tasked with combining them into one continuous moment in postvis. We had almost daily meetings with Visual Effects Supervisor Janek Sirrs to discuss the scene and evolutions to it. Once Janek approved the shots, we would show them to Joss. Many times we'd take the edits down to set while he was filming others scenes in the movie.

Each plate had its own camera move, so we first needed to figure out what the general camera path was for the entire shot, based off of the movement of each plate. Once we had that, we were able to determine what portions needed to be CG in order to blend into the next plate. The challenge then was how to keep the shot's pace moving at a good speed so the action held the attention and no one portion felt too long. We also were challenged creatively to find cool actions that could happen as one plate transitioned to the next.

Jeff White (visual effects supervisor, ILM): We found that a big shot like that is a tremendous amount of work because we had to take all of the source photography that we shot, which gave us a lot of great texture and realism, but with static shots. So, we had to get rid of all the cars, and all of the post office boxes, and the hot dog stands, and recreate them digitally. We also had to get rid of every window that was in the photography and replace those with a glass shader that we [created specifically for the movie] that not only gave us that sort of nice reflections and match the look of the glass in the buildings, but had some semblance of an office inside of them, so that you could feel kind of the movement behind the glass.

Joss Whedon (writer-director): The very last shot we rendered was that tie-in shot. That was the longest single shot in the movie. It was So. Much. CG.

the avengers
Marvel Studios

Closing the Portal

Joss Whedon (writer-director): Editing is a dark time. Not just because the room is dark. There's a release date, and everybody's fears start coming together.

Lisa Lassek has been my editor, and Jeff Ford is Marvel's rockstar, and with good reason. Lisa has edited everything for me since the Buffy musical. She was actually a producer on Firefly. She just understands narrative, and cuts so beautifully and quickly, and again, with emotion and with kinetic action. And Jeff is phenomenal. He can take all the disparate elements of action and always make them emotional. We drank so much coffee. All the coffee. I mean, it was grotesque. The two of them -- I owe them my life twice.

Jeffrey Ford (co-editor): [Lisa and I] kind of split the work in half, where Lisa worked on the beginning of the film up until the Helicarrier, and then I worked from the end of that sequence to the end. We were on such a tight schedule and we had to be able to have one editor available for visual effects reviews for the sequences that were up for review. We were always under an incredible time deadline. We had to divide and conquer.

Joss Whedon (writer-director): [During the studio shoot] I was shooting things where stuff was not moving very quickly. I was shooting things like, Here's how we get from A to B. I wasn't going to do a lot of we're racing around characters while they're saying their lines. The camera's meant to engage and make things feel kinetic, but it's not meant to interfere. It's not meant to wave at the audience. Without all the elements together, I think they were feeling like, "Is this going to be exciting?" I get it. It was lack of confidence. I had made one movie, and I was working with a crew, and even a cast that, I think, didn't totally understand what I was doing. But I knew what I was doing! And Kevin knew what I was doing.

Jeffrey Ford (co-editor): When you're shooting these sequences, especially ones that are heavily visual effects-driven, you don't really know what you're going to look like or feel like until very late in the game. So you've got to make some bets. Honestly, the Battle of New York never came together in a way that was as thrilling as it did when the sound department finally got in there and started mixing it.

Alan Silvestri (composer): Everyone agreed early on that the idea of [each of the heroes] having their clearly definable theme would probably be more distracting than helpful. What we discovered in Captain America is that there is a blessing and a curse to a clearly definable theme. The blessing is, it's clearly definable. The curse is... it's clearly definable. And so, a little of it goes a long, long way. You can grow tired very quickly of, every time you see someone, hearing, "Ba ba-ba ba bum!" [Laughs] No. It's like, "Oh my God I'll kill myself if I hear that again."

Now we knew the Avengers would need something. And Marvel very much wanted that. As did Joss. I remember the first time I saw a screening, and when we get to the point in the film when the Avengers all assemble in the middle of the street... it's a very unique spot, because they're actually not moving. They're not doing anything. They're standing there. But I'll never forget, in the screening we go to that moment in the film, and all of a sudden, I turned around and all the heads were looking at me. It's like, "This is the spot, pal!"

It was an interesting thing from the point of view of, "How do you approach a theme for The Avengers?" It had to work in that place, and it wasn't necessarily an action idea. It's more of a heroic statement.♣

Jeffrey Ford (co-editor): I remember the day we played that sequence back with Alan Silvestri's score in all the right places, and all the sound edit complete -- an incredible mixed by Lora Hirschberg and Chris Boys. When we saw what those guys had done sonically with the sequence, we knew that it was something magic and amazing. Everybody had literal tears in their eyes.

samuel l jackson
Marvel Studios

Joss Whedon (writer-director): We did change little things [in reshoots.] One of them was a note from my son. He was 7. At the beginning when Fury takes off from the S.H.I.E.L.D. base, before it gets cratered, my son just goes, "Why is he leaving if his friend is still there?" I'm was like, We need to get a shot of Coulson escaping. That's always going to happen. They'll be like, "But that doesn't make sense." And you're like, "Oh, yeah. We all forgot." We assume so much because we think we see everything, but in fact we're seeing way too much, and we're seeing things that aren't there.

There was only really big change. I made one egregious error in shooting the council. Originally I had been like, They should be people who care, but they're wrong. It's like, No, they should straight up be evil, Joss. They should straight up be scary looking. And also what Fury has to talk to them about sort of shifted. We created a new set where he stands in a room and they're all enormous. Originally we shot with Len Cariou and Jenny Agutter, both of whom I was so thrilled to be working with, and then they're like, "You just need to bring in Powers Boothe." I'm like, "But... Sweeney Todd." Yeah, no. I was very sad to have to make that change, but Powers crushed it, and Jenny got to stay on. She crushed it, too. It was like, Make them big, and light them dark, and make them aggressively wrong so that we cheer our heroes. Sometimes you have to do the shorthand version, and again, that's sort of against how I like to view people, but it's necessary when you already have 20 major characters.

Jeffrey Ford (co-editor): Kevin has this thing that he called "plussing," which we do at the end of every movie. On this we actually started plussing it up on Day 1 of the shoot. And plussing means making the movie as good as it can be until the last possible minute.

We plussed it up in a lot of ways. I think we plussed it by creating transitions that were almost exclusively character based. Whereas before, sometimes you'd be interested in the events that were occurring in the battle as opposed to where the characters were. So the idea of cutting between character to character was something we discovered in the edit.

Joss Whedon (writer-director): We added a lot of Tony. You know, because you do the HUD stuff when you can. And you always do some of it late, because you go wow, we need an emotional connection to this moment, and Robert can always give you that because he can sit in basically a massage chair with lights around it and make it seem like he could go to war. [The HUD] is a gift to production. (Although I think the greatest gift to a writer is a movie that you write and then shoot.) But it's a lifesaver.

The other great gift to production is being outside the mask, where [there are no live-action elements], so you can say anything. He says "Call it, Captain." We added that, and it was like Iron Man saying OK, I accept that you're the captain and you're in charge. Iron Man was the most popular character in the thing and clearly thought of himself as the star of all life. And for him to say "it's on you" made it more impressive. That bonded the team just that little bit more. That was a few days before we locked [the sequence].

robert downey jr
Marvel Studios

Jeffrey Ford (co-editor): The build of the music was another example of plussing it, and something that took months to get just right. As the edit involved, the design of the score had to change. At times [the music] is driving and exciting. At other times it's elegiac and is playing into the hero's plight and the possibility that they may lose.

Alan Silvestri (composer): We were certainly looking for places where we could take breaths so that the music didn’t lose its value. On the other hand if we had to go for nine minutes nonstop, then we weren’t shy about that. We did it by feel, and Joss and I were always in complete agreement as we went forward.♣

Jeffrey Ford (co-editor): The shawarma scene at the end of the movie was a last-minute plus. It was a pitch from Joss really late in the game. We shot that after the premiere. I cut it in on the back of a camera truck, then the truck went to the lab, and then they cut it in and it went to the theaters. We barely even saw it before it went out because it was so late. But we went back, because Tony says at the end of the thing that he wants to get some shawarma, we went back and made sure we put a shawarma stand somewhere near where he crash landed earlier in the movie. So if you look closely, after he flies through the Leviathan he takes a tumble into a bus stop. Right behind him, there's a shawarma place.

Joss Whedon (writer-director): The only stuff we shot that really wasn't useful was stuff I shot. I shot probably three days in both films tracking civilians, because I was like, "These guys have superpowers, then they're the Avengers. Nobody's going to worry about them." The audience is going to want to know these civilians better. And the answer was always like, "No they don't. No they fucking don't."

Jeffrey Ford (co-editor): There was one section where we followed a waitress [played by Ashley Johnson] who we'd seen earlier in the movie. She ends up being captured by the Chitauri and taken to the bank where Cap comes in and rescues the people. So that was a longer sequence where we sort of broke point of view of the Avengers had followed her in to that, to the bank and then she sort of has a moment at the end of the film where she describes having been saved by Cap and how she wants to thank him. So it was sort of like either the idea was sort of threading through the civilians as characters as well.

Joss Whedon (writer-director): But what it's like for the people on the ground… that's always gonna be important to me. Like there's Hawkeye helping people off the bus. You have to have somebody who works at ground level who's taking care of the smaller stuff. We probably had half an hours worth of fight of the Avengers versus Chitauri. We had so much more than we could use. But pulling the kid out of the bus it was in and then it was out, then it was in, then it was out, and then my daughter was like, "We should have that." I'm like, "Yeah, actually. OK, it's in."

[Widow] had a very specific arc that was seen through in her scene with Loki. That's just still my favorite piece of the film, where he calls her on her past, and she pretends that he's really upset her, and then so she tricks him into revealing his plan, but then later on we realize it did upset her, because it's true, she is a spy, and she's done terrible things, and the hero game is not usually her bid. Hawkeye calls her on that. But then once she's there, and once she's committed to laying down her life for what's right, it's just a question of, OK. I have two people with human powers, and I have the Hulk, and I have Thor. Everybody's got a different level. That's why you do this. It's like, How do you make bow & arrow guy matter when you have literally Earth's mightiest heroes? By making them work together and communicate and cooperate.

Jeffrey Ford (co-editor): There was another subplot with a cop who found one of the Chitauri weapons. That stuff ended up being worked into the sequence, in smaller parts, adding texture to it, but we just didn't choose to dive into those stories is deeply when we got to the final edit.

Joss Whedon (writer-director): These moments humanize [the battle]. You don't get into just everything is two CGI characters hitting each other with these equal amount of strength, and you want them to be problem-solving and doing things that are more than punching, and a little more strategic, and that's also why you need foot soldiers, Leviathans, and chariots, because you need this is base level, this is medium strength, this is beyond. We actually tried to do that with Ultron, and the ways in which we were trying to put it together it didn't work, and so it was just late in the game, and so we ended up being a bunch of robots.

the avengers hero shot
Marvel Studios

"What the hell just happened?" "We won."

Joss Whedon (writer-director): I had Jon Favreau, I had Kenneth Branagh, I had Joe Johnston, and I had to sort of put them all together. That really is exactly what The Avengers is, and kind of what the Marvel "style" is. It's the intimacy, the humor, the epic quality -- letting all those breathe the same air. That's the gig.

Joe Russo (co-director, Avengers: Infinity War): [Anthony Russo and I] have obviously seen Avengers a lot because we worked on these films over years, especially Civil War, which calls back to The Battle of New York. We recreated a piece of it in the footage that Bill Hurt shows The Avengers. The Avengers came out, coincidentally, two weeks after we were officially hired to do Captain America: The Winter Soldier. We went to a pre-screening of it, and that was the first time we saw the film and I remember thinking, Oh man, we've really got our work cut out for us. So it was pre-the-next-level-that-Marvel-achieved and post-release of that film. It's certainly ingrained in our minds. Having worked with Marvel now for seven years, we are acutely aware of the mythology and all the movies. And [screenwriters Christopher] Markus and [Stephen] McFeely have helped out on a lot of Marvel's scripts -- they're their main co-collaborators.

Anthony Russo (co-director, Avengers: Infinity War): Even the ones that they are not credited on.

Joe Russo (co-director, Avengers: Infinity War): So I think they probably know more about the Marvel universe then just about anyone.

[The Battle of New York sequence was certainly influential] on the studio. But I think what Marvel most values is the idea that their movies can evolve and change and be unique expressions as the series unfolds.

Andy Park (concept illustrator): If you think about the whole history of the MCU... I'd describe it in one word: risk. The whole inception of the MCU, building upon characters that are arguably B- or C-level.

Ryan Meinerding (visual development supervisor): I look back, and The Avengers feels like a culmination to me, even though it was really just the beginning.

Kevin Feige (producer): Every time you do a film that doesn’t have a Part 2 behind it or wasn’t a sequel [feels like a big gamble]. After Iron Man, and certainly after Captain America and Thor, and certainly after The Avengers, Marvel Studios could have made, theoretically, a nice game plan only making sequels to those movies. A lot of studios would love to have four franchises that they can keep doing sequels to. We specifically didn’t want to do that, because we wanted to keep bringing new characters to the forefront, because there’s an embarrassment of riches in the comic books.

You look at Guardians of the Galaxy,Doctor Strange, Ant-Man… You look at Black Panther or Captain Marvel, that we have just started filming. One could consider those risks, whenever you’re doing something new and it’s not proven. Doing a third version of Spider-Man. Those are all things that have a certain amount of risk associated with them, but early on we decided we didn’t want to be just the Iron Man studio or just The Avengers studio. We want to be the Marvel Studio.*

Joss Whedon (writer-director): I have about a four-year period during which I can't bear to look at something that I've done. Then after that I'm like, Say, that's not bad.

I do think that it's common that there are popular movies that I consider to be underrated because I think they're doing something more interesting than their given credit for. I don't know if mine is one of them. But if you say so, I'll take it.

Matt Patches is the Executive Entertainment Editor of Thrillist, and a former writer for Grantland, Esquire.com, and Vulture. Find him on Twitter @misterpatches.
Ian Failes is a specialist visual effects and animation writer, and a cool guy who doesn't look at the explosions going off behind him. Follow him at @vfxblog.
Marvel Studios

So you stuck around after the credits...

Joss Whedon (writer-director): I'm not an Easter egg guy. I don't care about Easter eggs. People were like, "We should put in an Easter egg." I was like, "We should put in a fucking movie. Do you know how hard that is?" They were like, "But what about the fans?" I was like, "The fans will come. It's called The Avengers. We have to make this movie for people who would never go see a superhero movie. We have to make the movie for everybody." But Thanos, I was like, "On the other hand, movie's over, so we can at least toss them a Thanos."

Andy Park (concept illustrator): Joss liked my design of Thanos pretty quickly, but the one thing he got hung up on, interestingly enough, was the broken moon that was behind him. So I'd do a broken moon and he was, like, "No, no, no. I want it to look like a broken moon!" I definitely went back a handful of times. Eventually, we got to the right place.

Joss Whedon (writer-director): Thanos was never meant to be more than a cameo. Sometimes I think, Am I the person who made them have Thanos? My Avengers were always in space, and they were always with Adam Warlock. The seminal works for me, were the Avengers Annual, with the death of Adam Warlock, and the Marvel Two-In-One With The Thing that came after it. Both drawn and written by Jim Starlin. So I was very much like, "We gotta go cosmic." We already had an alien army, so they were already talking about Thanos, but it was important to me. That's one where you're playing to fans.

* Kevin Feige quotes excerpted from "Interview: Kevin Feige," SlashFilm, (2012), "An Extended Conversation with Kevin Feige," Vanity Fair (2017), and "Marvel Studios chief Kevin Feige on the future of Black Panther, Captain Marvel, X-Men — and beyond," Entertainment Weekly (2018
∅ Zak Penn quotes excerpted from "Assembling ‘The Avengers’ for the Big Screen," Script (2012) and "The Geek Shall Inherit the Earth,"
GQ (2012)
♦ Richard Bluff and Jason Smith quotes excerpted from ILM video feature, "Building a Digital New York for Avengers" (2012)
♠ Christopher Boyes quote exercepted from "SoundWorks Collection: The Sound of The Avengers" (2012)
♣ Alan Silvestri quotes excerpted from 'Avengers' Composer Alan Silvestri: Bringing Heroes Together with Music, Hollywood.com (2012), and "Interview with Alan Silvestri," Film Music Magazine (2012)

Quotes in this story have been edited and condensed for clarity.

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