When people talk about the successful high-wire act of the Marvel Cinematic Universe and the unprecedented forging of a path towards the team-up filmMarvel’s The Avengers, they sometimes forget one major stumble on that road:Iron Man 2. The sequel was greenlit quickly after the firstIron Manproved to be a massive success, and after fans went nuts for that Nick Fury cameo in the post-credits stinger. So Marvel Studios’ plan for the sequel was to lay even more track for the idea of an extended universe, but a rushed production schedule, creative disagreements, and actors unhappy with unprecedented contract demands nearly derailed the whole thing entirely. The result is a muddled though not entirely disastrous sequel that, in hindsight, could have had far worse implications for the MCU ahead.

When directorJon Favreauwas developingIron Man, he and his team discussed crafting a trilogy of sorts for the Tony Stark character, withJeff Bridges’ Obadiah Stane originally intended to become Iron Monger in the sequels. But after Favreau and the team became concerned that their original villain forIron Man, the Mandarin, would be too fantastical, Iron Monger was moved up toIron Man 1and the intent was to figure out how to do the Mandarin down the road.

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AfterIron Manbecame a huge box office and critical success, andRobert Downey Jr.successfully staged his comeback with the 2008 one-two punch ofIron ManandTropic Thunder(the latter of which earned him an Oscar nomination), Favreau and Downey began discussing ambitious ideas forIron Man 2. One comics arc that particularly interested them was “Demon in a Bottle,” which zeroes in on Tony Stark’s alcoholism. This would tread familiar territory for Downey, who had his own very public struggles with substance abuse in the past, but it soon became a point of contention with Marvel Studios, who wanted to shy away from anything too “controversial.” These films were, after all, made to sell toys.

But there was another factor that was causing hiccups in the early days onIron Man 2: time. Three days afterIron Manhit theaters in May 2008, Marvel Studios announced thatIron Man 2would hit theaters on August 27, 2025. That gave the filmmakers less than two years to develop and write a script, cast, shoot, and edit the visual effects-heavy movie. Which is part of the reason Favreau approached negotiations to return to the director’s chaircautiously, not officially signing on to direct until July of that year.

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Fresh off of working with writer/actorJustin TherouxonTropic Thunder, Downey lobbied for Theroux to take point on theIron Man 2script, and so the sequel officially got underway. However, when it came to getting the cast back together, that was a task easier said than done.

Downey was contracted to return and did so, but negotiations withTerrance Howard—who played Colonel James Rhodes inIron Man 1—broke down. Howard earned the biggest payday on the firstIron Manand was the first actor cast in that film, but back in these days Marvel Studios was notoriously stingy when it came to actors’ salaries. The details of Howard’sIron Man 2negotiations were a point of contention—theHustle & Flowactor claimed he got no explanation for his firing, noting “There was no explanation, apparently the contracts that we write and sign aren’t worth the paper that they’re printed on sometimes. Promises aren’t kept, and good faith negotiations aren’t always held up.”

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Butreports swirledthat there had been tensions on the set ofIron Man 1between Howard and Favreau, and that Favreau was unhappy with Howard’s performance on the first movie and ended up recutting and reshooting scenes he was in. Rumor had it that Favreau and Theroux set about reducing Howard’s role inIron Man 2, and as a result Marvel came to the actor with a lower salary offer—although Theroux would go on to publicly dispute that they ever considered cutting down Rhodes’ role in the script. It was never made explicitly clear who walked away from the negotiation table first—Howard or Marvel—but the end result was that the role was recast withDon Cheadle, who was originally considered for the part inIron Man 1.

Howard wasn’t the only actor to encounter contract issues during the development ofIron Man 2. In working out a contract forSamuel L. Jacksonto play Nick Fury in the Marvel Cinematic Universe, Marvel Studios approached the veteran performer with an unprecedented nine-movie contract. Jackson was understandably taken aback, and at one point negotiations broke down entirely with Jackson stating, “There was a huge kind of negotiation that broke down. I don’t know. Maybe I won’t be Nick Fury.” He eventually signed on, and nowadays Marvel’s six- and nine-movie contacts are commonplace, but at the time Jackson was worried he was signing the future of his career away.

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Then there wasMickey Rourke, who was offered the role of the villain Whiplash in the wake of his buzzy award-winning comeback performance inThe Wrestler. Rourke initially bristled at Marvel’s salary offer of $250,000, but signed on when the offer was raised—although he would later come to regret it. More on that later…

Given thatIron Man 2was seen as a significant stepping stone towardsThe Avengers, Marvel wanted the movie to introduce Black Widow. The studio entered talks withEmily Bluntfor the role, and it was nearly hers until scheduling conflicts withGulliver’s Travels(of all things) forced her to back out. That’s whenScarlett Johanssonwas approached, and the rest is history.

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Filming proceeded onIron Man 2without a finished screenplay, which caused even more tensions and stress on set. And while Favreau and Downey were famously rewritingIron Man 1throughout production, they still had the benefit of a longer development time on that one. OnIron Man 2, they were racing a ticking clock, and since Marvel was becoming more hands-on with including teases for upcoming MCU movies and storylines, the loose nature of the script made things that much more difficult.

Reflecting on the experience, cinematographerMatthew Libatique— who shotIron Man 1as well — admitted the sequelhad too many cooks:

“It was almost more important to establish the future characters than it was to tell this narrative. So, that film, ultimately, if you look back on it, there’s some entertaining things about it and I really enjoyed making it, but it was serving more than one master. And rightly so, I’m not going to say it was wrong. Who doesn’t want to see Samuel Jackson play Nick Fury? And Scarlett Johansson as Black Widow? Those are cool things.”

Then there was Rourke. Rumors swirled that he and the crew/Marvel weren’t really get along, and the actor would eventually go on to complain that the complexity of the character was left on the cutting room floor:

“When I did Ivan Vanko in Iron Man, I fought… You know, I explained to Justin Theroux, to the writer, and to [Jon] Favreau, that I wanted to bring some other layers and colors [to the character], not just make this Russian a complete murderous revenging bad guy. And they allowed me to do that. Unfortunately, the [people] at Marvel just wanted a one-dimensional bad guy, so most of the performance ended up the floor.”

Rourke took aim specifically at both Marvel and Favreau, claiming they didn’t fight for a more complex baddie:

“If they let you play the bad guy with other dimensions other than one-dimensional. You have to fight for that though, to bring layers to the character. Otherwise, if you’re working for the wrong studio or let’s say a director that doesn’t have any balls, then they’re just gonna want it to be the evil bad guy. […] So, if you’re working with some good studio guys that got brains and you’re working with a director with a set of nuts that’ll let you incorporate that then it’s fun. Otherwise, you end up with what happened on Iron Man.”

But while some of the development and production ofIron Man 2was rough, the release was anything but. Critically, while everyone agreed the sequel wasn’t near as good as the first film, the reaction wasn’tasunkind as the film’s reputation has gotten in hindsight. Again, at this point Marvel had only made the excellentIron Man 1and the forgettableThe IncredibleHulk,so this movie wasn’t yet following an unprecedented run of successes.

Iron Man 2opened to $128 million at the box office on opening weekend, at the time the fifth-highest opening weekend of all time. It went on to gross $623.9 million worldwide, an improvement onIron Man 1’s $585.1 million. Indeed, after all thatdidgo wrong beforehand, the release ofIron Man 2was something of a relief to Marvel Studios. And while the potential was surely there for the interconnected MCU to derail this early in its history—much like howZack Snyder’s DCEU plans eventually imploded—Marvel Studios had the benefit of a less saturated marketplace and Robert Downey Jr.

Indeed, while Warner Bros. clearly struggled to get its own DC version of a cinematic universe off the ground, and essentially failed with the abysmal release ofJustice Leagueand subsequent semi-reboot of the properties as well as a course-correction, they were also releasing their DC moviesafterMarvel had already successfully launched theAvengersmovies and countless other properties.

But looking back onIron Man 2, Marvel had similar struggles, many of which seeped over into the press. They simply had the benefit of the doubt at the time, and successful launches ofThorandCaptain Americasubsequently put the MCU on surer footing leading up to one heck of a gamble:Marvel’s The Avengers.

But before they could get there, Marvel had to attempt to bring fantasy into the realm of the MCU. Next week, we look back on the making ofThor.

Check out my previous How the MCU Was Made articles below: