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The Making of Marvel's IRON MAN 3
With director/screenwriter Shane Black & screenwriter Drew Pearce doing their final tweaks on the screenplay, the filmmakers began the final preparations for the start of production, which was scheduled to start at EUE/ Screen Gems Studios in Wilmington, North Carolina, on May 23, 2012. The production utilized all 10 stages of the facility and called it home for the first three months of the shooting schedule.

The production kicked off the shooting schedule in the ultra high-tech garage/workshop of Stark Mansion, where Robert Downey Jr. began shooting scenes in which his character struggles with defining where the Iron Man armor ends and his life begins.

"Ever since the events of 'The Avengers,' Tony finds himself closing himself off from the world," explains Robert Downey Jr. "He is spending more and more time in his workshop, building and perfecting his armor, which has been taking its toll on all aspects of his life, including his relationship with Pepper Potts."

"When you live with Tony Stark there are always issues," says producer Kevin Feige. "Tony is spending all of his time tinkering and building new suits and he is up to the Mark 42. It's his distraction and clearly Pepper and Tony's personal relationship is not progressing particularly well because of his obsession with the suits. When they're all ripped away from him in the attack, he must decide if he is going to continue this obsession or if he is going to try to break through this."

Executive Producer Louis D'Esposito elaborates on the problems Tony Stark is having. "Tony is having panic attacks, which in the film are sort of humorous to see because he is brought to his knees by these seemingly irrational fears. There is also a little bit of post-traumatic stress disorder from his alien battle in 'Marvel's The Avengers.' It's done with a bit of humor to it, but there's also a serious undercurrent, which shows the state of mind of a superhero who's gone through these tremendous events over the course of three movies and is now faced with the realities of what that all meant."

While Tony Stark and Pepper Potts are struggling to navigate the growing pains of their relationship, the on- screen chemistry between Robert Downey Jr. and Gwyneth Paltrow remains as strong as ever.

"I think the reason why Tony Stark is such a popular cinematic hero is because of his vulnerability," says Gwyneth Paltrow. "Robert plays this kind of thing so beautifully because he's an actor who can play so many notes at once, and it's wonderful to see and work with. There is a scene where he uses a remote Iron Man suit that pretends to be him. It's that classic man thing of, 'I just don't want to deal with my girlfriend,' but I think it's really Tony not wanting to be intimate. It's a barrier between them that Tony doesn't necessarily want to cross. I think it's painful for him to fully commit to her with his whole heart, because there's a lot in there and he's still reckoning with how to deal with it."

Robert Downey Jr. adds, "Tony and Pepper's relationship is obviously the center of the film and Gwyneth and I have always had a comfortable ease in working together. On this film, I start thinking in terms of what's in it for my co-stars and what is it that keeps this interesting for Gwyneth. We have addressed that this time and she has a remarkable arc for a female heroine in this genre. So that's probably one of the things that I am most excited about. Without giving it away, let's just say she has a pretty incredible arc this time."

With Tony Stark becoming obsessive in designing new suits of Iron Man armor, it also meant the filmmakers and all of the artists and technicians at Legacy Effects were also busy developing the new armors for Marvel's "Iron Man 3," which included the new Mark 42 suit.

"The fun thing about this franchise is that Tony is a tinkerer and he fixes things as his technology evolves," says executive producer Stephen Broussard. "In 'Marvel's The Avengers' we saw a slight advancement in the suit technology as he is plummeting to his death and he calls something on his wrists and a big, bulky, piano-sized device comes flying out after him and ends up wrapping around him, which turns out to be the Mark 7. He's taken that idea even further at the start of 'Iron Man 3' and he has what we call the prehensile suit, which means each individual piece of the suit can fly separately and latch on to him."

"It doesn't quite work perfectly, but it is a great advancement as, theoretically, he can call it to him and it will arrive," adds executive producer D'Esposito. "We gave a little taste of it to fans at Comic-Con last year in a giveaway poster that Ryan Meinerding had done where he just gets one glove and one boot and has to fight off a battalion of bad guys with just a boot and the glove. It's often the limitations of the suit or when the suit breaks that can provide the most fun."

"Early on in the film you see that Tony is wearing the Mark 42 and the last time we saw him he was in the Mark 7 and we quickly learn that Tony has been very busy between the time of 'The Avengers' and 'Iron Man 3,'" says producer Kevin Feige. "The suits have become his obsession and any conceivable idea he had about suit technology, he has built and stored in his Hall of Armor. And finally, after talking about it for four films, we get to see a glimpse of the Hall of Armor."

In the story, after the events of "Marvel's The Avengers," the U.S. government needs a weapon that it can rely upon to protect the country, so it turns to James "Rhodey" Rhodes to man the revamped War Machine armor, which has been reconfigured, painted red, white and blue, and aptly named The Iron Patriot.

"A few years ago in the comics they created a suit called the Iron Patriot, which was an advanced Iron Man suit painted red, white and blue with a star on it," says producer Kevin Feige. "A different character wears it and utilizes it, but we really loved it and thought it was a striking image and we thought it would be fun if the United States had their own version of that and Rhodey was in charge of it."

"It's brand management for the U.S. government," adds Louis D'Esposito. "They want to show the American people that they don't need The Avengers all the time to keep world peace. The whole concept and name is quite funny for Tony as you can imagine. He never misses an opportunity to give Rhodey a hard time about how he stole his suit. Rhodey always fires back that it's his suit now and so it adds a fun dynamic between the two. When we saw the Iron Patriot suit for the first time on-set, everybody was taken aback and said, 'Wow. This is a really cool suit.'"

For actor Don Cheadle, the initial thoughts that ran through his head after seeing the Iron Patriot for the first time were much more pragmatic. "When I first saw the armor, the first thing I thought was, 'Wow, that thing looks heavy,' and I wasn't wrong," laughs Cheadle. "It's one of those things where you go, "Oh wow, I get to wear the Iron Patriot suit, which is exciting. Then you start putting it on and 45 minutes later as they're still screwing you into it, you start thinking 'I signed up for this?'"

While Rhodey's suit may be state-of-the-art and in pristine condition, Tony Stark is facing major challenges with his. When Stark Mansion is attacked and destroyed, Tony narrowly escapes 16but his suit is severely damaged and he ends up crash-landing in a small town in rural Tennessee. The small town is where, with the help of a young boy named Harley, Tony begins to piece together what has happened and plans how to get his life back without the help of the Iron Man armor.

"By the end of the first act, all Tony is left with is a barely functioning, prototype suit that, after escaping from Stark Mansion, is not functioning at all. So Tony finds himself in the middle of the United States in rural Tennessee, completely out of his element," explains Kevin Feige. "A guy who lives in Malibu, and goes to Monaco and Manhattan, finds himself in a one-street town where he must try to blend in while he investigates a villain known as The Mandarin and try to figure out who he is, where he is, and what his next move will be."

For the filmmakers, creating the small town where Tony Stark winds up after his mansion is destroyed was something that could not be done on a stage. So the production landed in Rose Hill, North Carolina, a small town north of Wilmington, which has its own claim to fame for having the world's largest frying pan, which is 15 feet in diameter, weighs two tons, and can cook 365 chickens at a time. The pan is even sheltered under its own special gazebo on Main Street.

For production designer Bill Brzeski, transforming the one-traffic-light downtown into a Hollywood back lot was a challenge, but it paid off in spades. "Rose Hill, North Carolina, was a perfect little town and just the right scale for our movie," says Brzeski. "There were only a few businesses that were still open and everything else was boarded up and waiting for somebody to come in and revive it. So, we brought the town back to life."

The production designer continues, "We wanted the town to feel a little Western, where you come into town and go to the one saloon and you get into trouble in the one place you have to go to. There's something great about finding a real town and overlaying your movie onto it. That way you get random details and life and the strange things that you never could think of happening. A beauty salon next to a car wash, and maybe you'd never think to put those two things together, but in the real environment anything can happen. That's the fun of studied reality because we are always trying to find things that are real looking so the audience doesn't feel like they're looking at this cute, little, manufactured, back- lot town. Audiences are very sophisticated now, so it's far better to start with a real thing -- a real car, a real boat, a real town, a real plane or whatever -- and then turn it into what you need."

Another challenge for Brzeski and the entire production team in the Rose Hill sequence was that the whole film takes place during the Christmas holidays and the production was shooting in the middle of summer. "There's nothing like shooting exterior winter scenes with snow in 90-degree heat and humidity," laughs executive producer Broussard. "Luckily, most of the sequences in Rose Hill were night shoots, so it wasn't triple digit temperatures. I have to give a lot of credit to the local background extras because it was really hot and humid and they were in full winter clothes and they never complained once. Also, Bill and his team did a tremendous job transforming the town and bringing it to life with a great small-town, holiday feel."

Director Shane Black explains why he always likes to have his films set during the holidays. "Visually, the holidays create their own little encapsulated event in time, so you feel like there's a common unity among all the people," explains the director. "It's just something you constantly notice in the background. It represents a flavor and there is a sense that we are all in it together, which is always great in an action movie where you need grounding."

"Initially, I thought, 'Oh all right, Shane's doing the movie, so it needs to have a Christmas theme,'" comments Robert Downey Jr. "But then I realized that it was the perfect time of year to set 'Iron Man 3,' because it is the winter of Tony's Stark character arc in the overall franchise and it's an emotional shortcut."

While the production's first unit was sweating it out in the hot summer nights in Rose Hill, the film's second unit was busy shooting one of the film's biggest action sequences.

"Basically the idea in the film was to throw thirteen people out of an airplane and have Jarvis tell Tony he can only carry four of them," explains Feige. "So how in the world, as they're plummeting to their death, is Iron Man going to be able to save them all?

"So they came up with this notion of Barrel of Monkeys, this Hasbro game, where you connect all the monkeys together and see how many of these little plastic monkeys you can latch together by their fingers. And Tony begins to fly down and begins to grab onto people and tells those people to grab onto the next person. And suddenly, with this great show of teamwork, you have 13 people all latched onto each other with Iron Man blowing his repulsors to stop their fall," concludes Feige.

While the sequence was thrilling on paper and in concept, figuring out how to pull it off safely and seamlessly was a difficult challenge for the filmmakers. "There are many ways and methodologies to get it done and with something as complicated as people falling out of a plane, our first approach was, 'Let's do it on the green- screen stage where we can just hang the actors and we have a lot of control,'" says executive producer Louis D'Esposito.

"Then our second-unit director Brian Smrz came to us and said, 'I know the Red Bull Skydiving Team. Why don't we just throw 13 people out of a plane and film it and see what we get.' We were all a little skeptical that it could be done like that, but they did a film test and it went well and Brian and his team started preparing for the sequence," concludes D'Esposito.

As Smrz began to map out the logistics of how they would shoot the sequence, stunt coordinator Jeff Habberstad and his team began to work with the stunt performers to figure out all of the action beats.

"I don't believe a lot of people thought it could be done practically and both Brian and I said, 'I know we could do this for real,'" says second-unit stunt coordinator Jeff Habberstad. "So we rounded up a bunch of really good skydivers and we went out to the airport and spent two days jumping out of the plane and doing some of the harder bits of the sequence and then editing it together just to prove to the filmmakers that we could do it. Once they saw the edited version of that, everyone started getting very excited and we were off to the races."

The next step was to build custom costumes with hidden parachutes. To handle that crucial step, the filmmakers brought in Jake Lombard, who had been doing this kind of work since "Moonraker," when James Bond jumped out of the airplane with no parachute. Lombard and his team spent about two months building the hidden parachutes and testing them. For 'Iron Man 3,' a custom jumpsuit was designed that was the same color scheme as the armor, so that any reflections would reflect the proper color on the first person Iron Man catches.

One element that made it more difficult was that the team was jumping over the ocean -- close to land, but over the ocean -- so the production had to have safety boats and divers available in the event that someone on the team didn't land on the beach. (Fortunately, everyone landed right on the beach as planned.) On the shooting day, the stunt team and men and women of the Red Bull Skydiving Team nailed jump after jump and the aerial photography unit was able to capture every death-defying moment for the sequence. In the air, the filmmakers were able to capture incredible footage from camera angles that are not normally seen in these types of sequences. "We ended up making 62 airplane loads with over 500 hidden parachute jumps, which is far bigger than any kind of sequence that's ever been done before," comments Habberstad.

While Habberstad and his stunt team nailed the skydiving element of the sequence, they now had to complete the last part of the sequence, which caused downtown Wilmington residents to wonder what was going on as they watched 14 stunt performers attached to each other as they sped down a massive zipline 160 feet above the Cape Fear River.

"In order to get the final elements of the sequence, we built a zipline, which was comprised of 15 lines -- 13 for the actors falling out of Air Force One, one for Iron Man and one for a cameraman," explains Habberstad. "The rig was mostly the brainchild of Jim Churchman who did a lot of the wire rigging on the show and he had 20 stunt riggers working on that sequence. We had one stunt rigger for each person that was on the zipline, plus we had a guy driving a pickup truck, which was actually tied in line with all of the people, which controlled their speed."

"I like to approach big stunt sequences like this from as simple an aspect as possible," says Jim Churchman. "Because of the sheer number of people in the air, I didn't want to overcomplicate the rig because too many things can go wrong. I designed it to take advantage of gravity, so we had a line attached to one crane that 19was 160 feet in the air and the end point, which was 90 feet in the air. Once we got it going, it was all about organization and making sure everything is lined up just right so that nothing gets cross-tangled and causes any problems. It went off without a hitch and it was fun to figure out. I think everyone was really happy with the results."

The filmmakers were also thrilled with the results and the fact that Smrz and his team were able to shoot so much of the sequence practically. "In our films, there are certain things that you can do practically and everything else is CG," says producer Feige. "While we love CG, and we'd never be able to make a movie without it, if there's something that you can do practically, it's usually better to attempt it that way. This sequence was by far the biggest practical stunt scene we've ever done."

"Everyone involved in the sequence did an amazing job and it really shows on film," concludes Stephen Broussard. "It's incredibly harrowing and scary to watch and one of the cool things is that the actors on Air Force One were the same people who did all of the skydiving. So when you see people falling through the air, it's the same faces that you saw as actors walking around on the Air Force One set. So there is this real connection and audiences will recognize that and it should be a real white-knuckle sequence."

Another watershed moment for the filmmakers was the first time Ben Kingsley walked onto the set after being transformed by the talented hair and makeup team into The Mandarin.

"Ben Kingsley looked absolutely menacing as The Mandarin and I think all of the cast and crew felt the same way when he walked onto the set for the first time," says executive producer Louis D'Esposito. "It's a great look and I really think audiences are going to love the way he plays the character and all the little nuances and layers that he brought to the character. I think he is going to surprise a lot of people with his performance."

One nuance of Kingsley's Mandarin that remained a mystery until he arrived on set was the voice of the character. The filmmakers received a little preview before the actor made it to set and they initially were not sure what to make of it.

Executive producer Stephen Broussard recalls the day: "We needed Sir Ben to do some voice-over dialogue for a Comic-Con piece that we'd done and so first thing in the morning before hair and makeup, he came into Shane's trailer to record it and he said 'I've been working on this voice, so can you let me try it?' He did the first take and we all didn't know what to think at first because it was so different from what we thought it would be, but then we started laying it into the piece and we said, 'Wow. It's brilliant.' It's a fascinating voice and you can't put your finger on what it is or where it's coming from, which is exactly what The Mandarin is in this movie."

For Ben Kingsley, coming up with the voice was something he approached the same way he approaches all of his roles; letting things manifest organically. "The voice just came out of me one day when I was working and I was upset and just rampaging around my hotel room," explains Kingsley. "The front desk called my room because of the noise and I just came out with a few Mandarin expletives in response and they stuck."

Commenting on The Mandarin's distinctive look, Kingsley says, "The look and wardrobe of the character seems to me to have evolved logically from what's on the page and from what the fans have adored for years. All of his manifestations in this film come through the collaboration of Marvel, Shane Black, Drew Pearce and Louise Frogley [costume designer] and hopefully our version will meet the expectations and also surprise as well."

With the production shooting a majority of The Mandarin scenes in Miami over a three-week period, it was production designer Bill Brzeski's turn to create the visual world of The Mandarin, starting with his compound in Miami. To pull it off, the filmmakers shot the exteriors on the 10-acre grounds of the Vizcaya Museum and Gardens, a National Historic Landmark built in 1916 by agricultural industrialist James Deering. The interiors were then shot in a private waterfront residence in South Beach.

"We found a house that had a ballroom in it that was built onto the side of the house in the 1930s or 1940s and then married that with Vizcaya which is a very famous mansion from the gilded age, built by the Deering family," says production designer Bill Brzeski. "It was this huge and amazing estate at the turn of the century, and I can't speak highly enough how beautiful the stonework is and how amazing the lush gardens were. We were able to digitally put Vizcaya right across from the entrance to the house. That gave us a place to build a cave set underneath, a dungeon, and all the kind of little weird stuff that happens in the house in the third act, so all the pieces fell nicely into place."

For the interior of The Mandarin's house, the icing on the cake was finding local Florida artist Ales Bask Hostomsky, who created the distinctive artwork that is peppered throughout The Mandarin's compound. "The Mandarin is a politically motivated character who likes to make these viral videos that are kind of crazy and off-the-wall, so we were looking for art that we could animate and put into it," says Brzeski. "We needed to decorate The Mandarin's bedroom and his office as well and we were thinking that to cover the walls or make it an interesting environment, we need an artist to create pieces because we weren't allowed to paint any of the walls inside the private residence. So my research assistant knew of an artist name Bask and we looked at his website online and his artwork is kind of politically motivated propaganda stuff, which was perfect. He also lived in Florida, which was a big plus and he was willing to work with us and put The Mandarin stamp on some of his pieces and create new ones as well."

For Bask, a self-proclaimed lifelong Marvel fan, being asked to create artwork for Marvel's "Iron Man 3" was something that caught him by complete surprise. "When I first started speaking with the research assistant she never told me what the project was and when I found out it was 'Iron Man 3,' I nearly dropped the phone," laughs Bask. "It's like every kid's fantasy come true. In that moment, I could see myself as a kid going into comic book stores and spending all of my allowance on them. It really has come full circle and is a dream-come-true type of thing for me."

When asked what type of art he does, Bask admits to often stumbling over his words, as his art is "an ever- evolving process." "If I had to describe it, I guess the basis of it would be pop art, but infused with all of my influences growing up, which were comic books, graffiti, vandalism and punk rock fliers," says Bask.

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