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In the Marvel Cinematic Universe, all events that happen within each film have a direct influence and consequence on future films and franchises. For Robert Downey Jr.'s Tony Stark, the events and encounters he faced in "Marvel's The Avengers" may be behind him, but he is still working hard to balance the demands of his own personal life.

"Even though the world knows and loves Tony Stark, he is still learning and struggling to define where Iron Man ends and his own life begins, which has made him increasingly dependent on his Iron Man armors," explains executive producer Broussard. "They have become such a big part of him that they're affecting every aspect of his life, including those closest to him -- Pepper Potts, Rhodey and Happy Hogan."

"How do you take a billionaire, industrialist playboy and make him relatable and somebody that you can root for?" questions producer Kevin Feige. "One way is to have Robert Downey Jr., who just makes Tony Stark so likable and a great hero. The other way is to take everything away from the character, which then makes you root for the guy."

"From the beginning with Jon Favreau, there was this sense of including the point of view of the fans as well as the audience coming in off the street who knew nothing about the character," says Downey Jr. "We would ask ourselves, 'What do they expect?' 'What do they not expect?' and 'How do we meet both of those requirements?'" Growing up as an actor and being in the public eye, there is this incredible hubris and ego that occurs and then for any and all of us there is always an activating event in our lives that cuts us down to size. The nice thing about Tony Stark is that he doesn't even take his own arc that seriously because he falls so far from where he was. He really needed to, and I think people have always related to that life-lesson part of the character."

Further explaining Tony Stark/Iron Man, Robert Downey Jr. delineates the character's evolution over the course of the previous films. "Tony has been through a real emotional journey leading up to this film," says Downey Jr. "We first met Tony in 'Iron Man' and he had shrapnel in his heart. Yinsen helps him build an RT to keep it from puncturing his heart. So then he built and put in his own RT. And what has that done? That's powered everything, but it started poisoning him in 'Iron Man 2.' So then what happened? His father posthumously led him through a mysterious initiation into how to perfect his own heart."

The actor continues, "But in 'Iron Man 3,' although Tony has now fixed his heart problem, he has not actually dealt with the wound. So once you have all those things in play you go, 'Okay, with all of those plates spinning at the same time, what is he supposed to do?' That's the direction we've chosen for the character and it is absolutely delightful."

"The reason we cast Robert Downey Jr. in 'Iron Man' was because he's a spectacular actor and, since then, he's obviously become the biggest movie star in the world and he has shown us in each 'Iron Man' film and 'Marvel's The Avengers' why that is," says Kevin Feige. "He doesn't rest on his laurels. He doesn't come in and say, 'I'm the biggest star in the world.' He comes in and shows you why he's the biggest star in the world. So when we began the initial talks about where we wanted to take Tony Stark in 'Iron Man 3,' Robert, as always, had a very definitive passion and drive to put in the time and effort to up the stakes and make this film the best of the franchise."

If there is one person you can count on to be at Tony's side, it's the CEO of Stark Enterprises and live-in girlfriend Pepper Potts, reprised by Oscar-winning actress Gwyneth Paltrow.

Marvel's "Iron Man 3" finds Pepper comfortable in her position as the CEO of Stark Enterprises. She is quite powerful in the corporate world but at the same time she maintains a very close relationship with Tony Stark. "Tony and Pepper are very much in a relationship," relates Paltrow. "They're living together, as she's moved into his house in Malibu, and there's a lot of comfort between them now, so it's not the kind of tentative relationship they had in the first two films. It's very nice to have the relationship evolve over the course of a few pictures. Robert and I have always had a really great working relationship and it's nice to phase it into something new. There is still a lot of playful banter between the two, but it's less tenuous."

"There are scenes in the story between Pepper and Tony that are very emotional and loving in a fun way," adds Kevin Feige. "It was important to us that the relationship between Tony and Pepper carry through all four movies, including 'Marvel's The Avengers,' and it sort of reaches its pinnacle in 'Iron Man 3' in a very memorable way."

"Tony Stark is the only superhero who has cultivated and maintained a long-term relationship with one woman that doesn't go entirely south," concludes Robert Downey Jr.

"It's more like a real relationship and that's what keeps this film interesting for Gwyneth. We address that elephant in the room this time and she has a pretty incredible arc, which is one of the things that I am most excited about." While Pepper has become Tony's leading lady, Colonel James Rhodes (Rhodey) is still his best friend and biggest ally. At the conclusion of "Iron Man 2," Rhodey was seen flying away from Tony's house wearing the Mark 2 suit.

"In the beginning of 'Iron Man 3,' we learn that Tony has let Rhodey have the Mark 2 suit and he's using it in conjunction with the U.S. government," explains Feige. "The Avengers is considered to be its own independent group and S.H.I.E.L.D. is an organization that is also separate from the U.S. military and the U.S. government. The president has asked the military to make over the War Machine armor with a new paint job and moniker called the Iron Patriot. Rhodey, being a military man, steps into the Iron Patriot proudly, but he's still best friends with Tony, so he's always giving information to him behind the scenes since he got the suit in 'Iron Man 2.'"

"In all of the 'Iron Man' films, Rhodey has always been Tony's conscience," says executive producer Broussard. "He's been the guy who warns Tony about things and helps him from the sidelines. In 'Iron Man 3' we're embracing more of their friendship and you get to see why they've been best friends for so long. That new dynamic makes it more of a buddy action film when they team up together."

For Academy Award nominee Don Cheadle, the deeper exploration of his character's relationship with Tony was something he was happy to see. "It's great to be in a movie that has a lot of action, but the relationship between Tony and Rhodey is deepening and we're getting more of a glimpse into who each of these men really are," says Cheadle. "In 'Iron Man 3' you get to see how they deal with the challenges they face."

"We really wanted the character of Rhodey to be more dynamic and have his own suit or gun and really be able to match Tony's bravado and quick wit," says Robert Downey Jr. "I think Shane and Drew did a great job with infusing that into the script and it's great that Don gets to bring the character out of its shell and have some fun with it."

"Neither Tony or Rhodey have access to their armor at a certain point in the film and so they really team up in a great, old-fashioned action movie kind of way," adds executive producer Louis D'Esposito. "Having Don Cheadle back is such a pleasure as he brings a level of authority to the character that makes you just believe everything he says...and he can keep up with Tony."

With the Extremis being one of the main storylines in the film, some new characters enter the cinematic world of "Iron Man," the first being Aldrich Killian, founder of the brain-trust organization AIM, played by Guy Pearce.

"We've been fans of Guy Pearce for years and wanted to cast him in almost every movie we've done," reveals producer Feige. "Aldrich Killian is a character from the comics. It was a smaller character that we have expanded in a very big way. What we always want to do in these films is to have a character that represents a certain aspect of the Tony Stark persona. Killian wants to be a mover, a shaker and a leader of industry like Tony Stark."

The producer continues, "When we meet Killian for the first time, it's a very different Killian than we see in the modern day. He's transformed himself into a refined, attractive, polished businessman. He's been able to pull this off because of an invention called Extremis. It could change the world, which is what Killian intends to do."

"Killian is an interesting character as he's somebody who came into this world with a number of physical disabilities," says Guy Pearce. "He's never been able to accept those limitations, though, and has spent most of his life trying to overcome them in any way he can. His tenacity and blind determination in fighting for a better life are seen by some as irritating as he often comes across as obnoxious. He just won't accept the cards he was dealt, and being as intelligent as he is, has real drive to change and become a different person."

In the beginning of Marvel's "Iron Man 3," we see Killian as an annoying, ambitious man who tries to latch onto people like Tony Stark and is often rejected. But while Killian can be very harsh and demanding to the people who never gave him a chance when he was just starting out, he still has a soft spot for Pepper Potts.

"Many years ago, when Killian started his organization AIM, Pepper was somebody who worked there and he has always been very keen on her," says Pearce. "She's smart and attractive and he is somebody that she was never interested in; she's always kept him at arm's length. Then years later when he goes to her for funding and to get her involved again, she's completely taken aback by how charming and wonderful he looks. She is kind of taken by him and doesn't quite know what's happening or why she is having this reaction to him. Tony sees this and it causes a little rift between the two."

Gwyneth Paltrow elaborates on the two characters' past history and relationship. "Killian's always carried a little bit of a flame for Pepper and Tony has become very preoccupied dealing with his issues since the 'The Avengers,' so she keeps finding herself being drawn a bit to Killian's charm. It turns out to be a very complex layer of the plot because these unrequited feelings that he has for Pepper motivate him to do some very scary things."

"When you have Guy Pearce in scenes with Gwyneth Paltrow and Robert Downey Jr., the level of acting is just so high and is really fun to watch," says director Shane Black. "Guy Pearce is such an amazing and dedicated actor across the board. I really feel like Killian is going to surprise people because of what Guy has brought to the character."

Another new character that is entangled in the web of Aldrich Killian is Maya Hansen, played by Rebecca Hall. Maya is a brilliant scientist whose new technology and discoveries are a great asset to Killian and his AIM organization.

"Maya Hansen is an incredibly smart scientist," explains Rebecca Hall. "Some would say she is sort of a genius scientist who's developed some very cutting-edge technology that is one of the principal components of the story."

Hall continues, "Maya gets recruited by Killian because she's one of the most intelligent and brightest biochemical scientists, who is well on her way to creating what she thinks is going to be the single most revolutionary discovery of mankind that will essentially cure human beings of all illness. She needs the funding to complete it and so she sells it to the highest bidder, which is Killian, and he funds her research."

For producer Kevin Feige, landing a talented actress like Hall was essential for the complex character. "We saw Rebecca Hall in a Woody Allen movie and we also saw her in 'The Town,' and she was fantastic in both films," says Feige. "She's one of the best actresses working today and it is always tough casting these movies because we have to find great actors who are willing to jump into a great ensemble of actors in our cast. Rebecca has done an amazing job bringing out all the different layers and pathos of the character."

While Maya's past includes a romantic night with Tony, when she resurfaces in his life, it doesn't have the effect on Pepper that one would logically think and it takes an unexpected turn at Tony's expense.

"The thing I like about this storyline is that everyone assumes, 'Oh, this is going to be some sort of love triangle and get ready to see some massive catfight between Pepper and Maya," comments Hall. "It was never that on the page and what the 'Iron Man' franchise has always done so well is to subvert expectations and stereotypes. It really is about two very smart women who understand this rather eccentric man Tony Stark. I think it is much more true to life and refreshing."

One friend that Tony has always trusted implicitly is his longtime driver/bodyguard and friend Happy Hogan, played by Jon Favreau. Favreau explains how his character's relationship with Tony Stark has evolved over the course of the films: "Where we last left it in 'Iron Man 2,' Happy was working for Pepper. He wasn't Tony's right-hand man anymore. So that's affected things for these two guys who were once very close. Before Tony was Iron Man, he was just some rich kid who was smart but really relied upon Happy to organize his life, keep him safe and keep him out of trouble. By the time present day is happening, why does Iron Man need a bodyguard? He can build robots to do anything and he's got a suit to protect himself, so the job that Happy took so much pride in is no longer relevant."

Favreau admits that "it's really fun to come back as Happy. It's fun to be here as I get to work with Robert, Gwyneth and Don again as well as all the guys at Marvel and crew members from the first two films. It feels like going back to a place that I'm familiar with and we share a sense of humor and a nice history."

For Robert Downey Jr., having Favreau back to play Happy Hogan was essential in keeping the film rooted in the rich and beloved history of Marvel's "Iron Man" franchise. "I think the fans and all of us who love Jon so much understand how much he has meant to the franchise and is a big reason why we're all here anyway," praises Downey Jr. "He also is a real scene stealer and when he came into work, he just took everyone to school because, on this one, he had the freedom of not worrying about setting up the next shot or what's on the call sheet tomorrow. He's just someone coming in to play a part and have a good time. I think he will probably wind up with some of the most touching and definitely most entertaining moments in the film."

Having Favreau on board the project as an executive producer also proved very beneficial for director Shane Black. "Having Jon Favreau involved is a tremendous asset for Shane and the film," says producer Kevin Feige. "He's not only playing Happy Hogan, which is as big a role as the character has ever had in the franchise, but he is also helping out behind-the-scenes as executive producer. Throughout the entire process, he has been very gracious and generous in the way that he helped Shane. During both pre-production and production, Jon was always willing to answer Shane's questions about the script, story points, technical things, setting up a character, or just getting the best out of any of the cast members."

As with all Marvel films, there is always a tremendous amount of anticipation about what character or characters will be revealed as the villain and Marvel's "Iron Man 3" continues the tradition. With so much source material to choose from, the filmmakers were happy to confirm, to the delight of the fans, that the highly anticipated character of The Mandarin would finally make his appearance after years of speculation.

"The Mandarin is unquestionably Tony Stark's greatest enemy," says executive producer D'Esposito. "The reason for that, frankly, is not because he's appeared in a lot of great stories; he's just appeared in a large number of stories going back to the early 1960s. If you asked who Iron Man's greatest foe is, odds are most people would say The Mandarin because he has been around for a long time and is in so many storylines."

"Throughout the years The Mandarin has been updated, but never in a way that we thought would work for a film, and then Shane Black had an idea of how to make him a Colonel Kurtz [from "Apocalypse Now"] type of character," says producer Kevin Feige. "Meaning, a character that you don't know what his background is at first, but he seems to be some kind of military officer that has gone off the reservation. Was he in the Pakistan military, the Queen's Royal Army or was he part of the U.S. military? You're not sure, but he's someone who is starting to pull all of this iconography and symbolism from other cultures and use them as symbols to pervert the symbol of the United States."

"We also wanted to utilize the moniker of The Mandarin to create this aura of fear," adds Louis D'Esposito. "He is a very frightening, modern-day terrorist who has taken motifs from all over the world. It was a very cool, relevant and scary idea. So when we were casting the role, we wanted somebody whose ethnicity was not specific, and we also needed somebody who was a spectacular actor."

The filmmakers got their wish when they cast Academy Award-winning actor Ben Kingsley as The Mandarin and for Kingsley, the Marvel Universe was a completely new world that he was excited to explore as the iconic character of The Mandarin.

"When I first spoke to Shane Black, I had not seen the previous films, so he very kindly sent me a wonderful package of drawings, graphics, 'Iron Man' Marvel comics, and of course, the two films," recalls Ben Kingsley. "I watched the films, which were both very enjoyable and I really liked how the characters are not stereotypical and were really layered. I was very inspired by Robert Downey Jr. and Gwyneth Paltrow as that relationship is sort of the spine of the film. Then also Don Cheadle, of course, is wonderful, and it's not your usual type of film in the genre as there is something original about the franchise. So when I read the script, I felt it was an intelligent approach to this film."

Explaining his character's drive and motivation, Kingsley says, "The Mandarin's motivation is to turn the pyramid of civilization as we know it on its head by referring quite accurately to iconography, history and ironies that are contained in any civilized state. He picks at them quite viciously and remorselessly to justify the correctness of his desire to destroy this particular civilization, which he considers absurd. It's a sense of rightness, not of evil, that motivates him and he wishes to basically turn all our landmarks and the things we cling to as emblems on their heads."

"The best thing about The Mandarin in the comics is how relentless he is in trying to destroy Tony Stark," explains Louis D'Esposito. "Tony goes on national television and says, 'I'm going to come after you, Mandarin' and within a day, The Mandarin has decimated Tony's house. Obadiah Stane didn't do that, Whiplash didn't do that and Loki didn't do that. The Mandarin does it in the first act, which really raises the stakes and sets the tone for the rest of the film."

In Marvel's "Iron Man 3," The Mandarin isn't the only one causing problems for Tony Stark as two new Extremis characters, Ellen Brandt played by Stephanie Szostak and Eric Savin played by James Badge Dale, make their debut in the franchise.

For Stephanie Szostak, her initial meeting with director Shane Black proved to be very fruitful in helping the actress define her character in the film. "Initially, Shane talked about the role and character and we had a long discussion about bad chicks," recalls Szostak. "We were both on the same page and we didn't want Brandt to be this sexy, leathery type." "We wanted to make sure that the Extremis agents in the film, who are basically street-level, muscle villains, were all interesting, fleshed-out characters," explains executive producer Stephen Broussard. "We wanted them to have qualities about them that make them interesting to watch. We gave them histories, so they don't just show up and punch people."

Broussard continues, "I think Stephanie is absolutely that type of person and she brings quirky qualities to the character that were very interesting and watchable. Brandt also pairs very well with Savin and they're great together as they hunt Tony through the small town of Rose Hill."

James Badge Dale expands upon the dynamic between the characters of Brandt and Savin. "There's a competitive nature between them but they also look out for each other," explains Dale. "Once you become an Extremis, you're removed from the general population, and they bond over that. It also is much more fun when you get to wreck things and cause mayhem with a partner."

Describing his character, the actor continues, "Eric Savin is Killian's personal project and in a way his younger prodigy. With the Extremis, I think there's a lack of fear and consequences. You can do whatever you want and be as self-destructive as you want, but things will always continue. For me, that was a fascinating aspect of the character to play with -- the idea that there are no repercussions to your actions anymore."

"We wanted the character of Savin to be interesting and dynamic and we all felt in casting James Badge Dale we would definitely get that," says Kevin Feige. "He's a guy who has this sort of nervous energy and manic quality to him that is a little unsettling. That's what we wanted for the character and when he's on-screen you're really drawn to him and his mannerisms. He brought a lot to the character that wasn't on the page and elevated it. He is one of the best actors working today and was able to hold his own with this cast from day one. He proved that he could be very funny when he wanted to be and he can be very scary when he wanted to be."

With the filmmakers wanting to include a back-to- basics storyline for Tony Stark, the question becomes, How can you make a man who has access to everything get back to the basics? The filmmakers found their answer in the character of Harley, an 8-year-old boy who discovers Tony Stark in the small town of Rose Hill, Tennessee.

"In the first draft of the script, Shane and Drew had written a character named Harley, who spends a good amount of time with Tony over the course of the second half of the film," says producer Kevin Feige. "We haven't done a lot of films with kids and we were a little nervous about casting a kid that was too Hollywood who you could tell was acting cute or was pretending to be emotional. The whole storyline fails if we had a young actor that you didn't believe."

The producer continues, "Robert was very generous with his time and attended a lot of the auditions with the kids. So you had kids that came in and tried to be as cool as Robert and that didn't work. Then you had kids that were just in awe of Robert and that didn't work and then finally, after a very long process, we found Ty Simpkins, who was able to just be a kid around Robert, but was also able to improvise with Robert in a very honest and organic way."

Simpkins describes how his character comes face to face with Tony Stark aka Iron Man. "When we first meet, I hear a loud noise in my dad's shed and Tony's pulling glass out of his fingers and Harley basically tells him, 'This is my shed and you need to get out or I'm going to shoot you, really, with my potato gun.' After a few minutes Harley realizes he is Tony Stark and they bond a bit and become friends. Harley also tries to help Tony blend in because it's a small town."

"Ty did an amazing job in his audition and had us tearing up a little bit," admits executive producer Stephen Broussard. "There are not a lot of sad scenes in the film, but everyone was tearing up a little bit as he was relating the story about his own father to Tony Stark. While Ty didn't have the biggest resume as some of the kids we were auditioning, he was clearly the best. He's real and honest, which is what we want Tony Stark to encounter in the middle of the country."

When the filmmakers told Robert Downey Jr. that they were going to offer the role of Harley to Ty, he asked to be allowed to make the call to Ty himself. Broussard recalls, "So we got Ty's number and Robert called and broke the news and they really bonded in a fun way from that point on."

Rounding out the deep and talented cast of Marvel's "Iron Man 3" are William Sadler as President Ellis, Dale Dickey as Mrs. Davis and Miguel Ferrer as Vice President Rodriguez.

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