When the end is nigh, what can you do?

Here’s how writer-director Joss Whedon and Marvel Studios president Kevin Feige handled that as they prepared to finish Avengers: Age of Ultron:

• They sang some Disney showtunes.

• Quoted from The Godfather Part III.

• Discussed plot holes in Return of the Jedi.

• And debated the merits of murky breakfast cereal.

In other words, they geeked out like slap-happy students who just pulled an all-nighter to get their final projects done in time. (This one hits theaters on Friday.)

With Avengers: Age of Ultron, Whedon closes out his contract with Marvel Studios, having helped them assemble Iron Man, Black Widow, Thor, Captain America, Hawkeye, Nick Fury, and The Hulk into an interlocked series of movies.

This risky plan by Feige changed the way Hollywood thought about film franchises, inspiring everything from DC Comics new series of connected films to the upcoming Star Wars trilogy and spin-offs.

Now Whedon says he’s out, and Feige has a superhero movie slate that will run through the end of the decade.

As they finished their latest film, the two sat down in an editing room to talk about some serious things, too: like making more room for women in superhero movies — and Whedon’s decision to say goodbye to a world he helped build.

We started out with the geeky stuff …

Entertainment Weekly: During the Hulkbuster fight, am I picking up on the Hulk turning gray when he gets especially irate?

Joss Whedon: You’re not picking up on the Hulk turning gray in the sense of a Gray Hulk. What you’re picking up on is that we wanted to put a little spell on him. What we wanted to evoke was a sickly, out-of-control, diseased-brain Hulk. We deliberately took the green down and made him look unhealthy, but not in a gray-canon way. … That literally never came up.

Kevin Feige: It came up with consumer products and marketing! I think there might even be a Gray Hulk section of a [toy line] somewhere, which we kept saying, ‘It’s gray-ish.’

EW: As far as consumer products, why not Gray Hulk cereal? Who wouldn’t eat that!

Whedon: A cereal with the word gray in it! With real sadness! [Frown face, shakes head.] ‘It didn’t sell as quite as well as we hoped.’

EW: James Spader performs Ultron through motion-capture. This tech keeps evolving, so what were some of the hurdles you faced this time? And what were the Holy Grails?

Feige: Are we going to be able to translate all the subtleties of his facial movements into a metal robotic face, the soulfulness in his eyes? [The Holy Grail…] to see Joss go from a place — well, we all were, which was biting our nails, to ‘Can you play it again? I love it.’

Whedon: I had a crush on Ultron.

EW: When I interviewed him, Spader said Ultron is like a really a smart teenager, and no one hates their creators more than that.

Whedon: [Laughs.] That sounds like James, and he’s totally right. [Ultron] is definitely a child. Sometimes he’s a teenager, sometimes he’s an infant, sometimes he’s a very old man. He looks at Tony [Stark] like a father, brother—everything. It all gets muddled in there. At the same time, Spader can’t help but have a very nurturing, fatherly tone.

EW: Ultron also has a flair for the dramatic, hiding out in a remote fortress in the mountains of an Eastern European country.

Whedon: I always think of Castle Frankenstein. Definitely, he’s living in a Universal horror film. [Whispers to recorder] Don’t sue!

EW: Spader also said he was won over by early dialogue you sent in which this 8-foot robot quotes Emily Dickinson.

Whedon: Uh-huh. There was an early version of Emily Dickinson [“Because I Could Not Stop For Death”] that became the Pinocchio song, actually.

EW: Action movie fans really do love their Emily Dickinson.

Whedon: [Laughs.] You know, creative [advertising] was very angry when that got cut. They were like, ‘What’s the in for Marvel fans!? Can we get some [T.S.] Eliot in there? ‘A pair of ragged claws’ or something?’

EW: This is your last Avengers movie. The Russo brothers, Joe and Anthony are taking over Infinity War 1 and 2. Why didn’t you want to continue?

Whedon: I think the very words ‘one’ and ‘two’ would explain it.

Feige: He’s just done a ‘one’ and ‘two.’

Whedon: This has definitely been the hardest work of my career. Every movie I have ever made has been an ensemble piece of increasingly enormous proportions. That many balls in the air, it’s only going to get bigger with Infinity War. I haven’t created something of my own in a long time, and I haven’t relaxed in a long time. I was like, I’m not going to be able to give it what I would need to. [Geezer voice] It’s a young man’s game.

EW: Even though it’s years off?

Whedon: Even though it’s years off, those years go fast.

Feige: It’s been three years since the release of the first movie, and he had zero time off between them.

EW: Are you out for good, or will you stay in the Marvel family in some way?

Feige: Just when you think you’re out, you get pulled back in.

Whedon: [Al Pacino voice] They pull me back in!

Feige: [Laughs] Godfather Part III…

Whedon: The other reason I’m not making a third one!

EW: Let’s talk about the relationship between Black Widow and The Hulk. You decided to push them toward a tentative romance.

Whedon: [Sings the Disney Beauty and the Beast song] ‘Tale as old as time …’ [Laughs.] For me, it was interesting just because they’re outsiders in completely different ways that match up really well. It made perfect sense to me. It doesn’t make perfect sense to everybody on Twitter, but I think when they see the film, they’ll see that there really is a connection.

EW: I always thought of her as more of a big sister to the Avengers. What led you to thinking the team needed a love story? Is there a danger of Yoko-ing the team?

Whedon: All of the descriptions—den mother, big sister, babysitter, Yoko — she’s an Avenger.

EW: What I mean by all that is she seems to be in more control than all of them.

Whedon: Yes, absolutely, which is why I’m interested to find out the person who’s the most in control with the person who has to be in control all the time, because he’s the least in control. Just to have that chemistry and to see how that would break them down a little bit and open them up just seemed logical to me.

NEXT PAGE: More super-heroines in the Marvel Universe …

[pagebreak]

EW: I want to talk about the role of women in these movies. I’ve got a little girl and I love sharing comic books and these films with her. She has been known to dress up in a Cinderella gown and put on a Spider-Man mask.

Whedon: Now I want to make another Marvel movie. Dammit! Spider-Princess!

EW: Since there are more girls interested in these traditionally boy-dominated movies, a lot of fans want more female representation in these stories. Are you reacting to that?

Feige: I think a title presence is what people were wanting. Because, really, that’s the only thing that hadn’t been done, right? All of the movies have an amazing female presence, including, and especially, the ones that Joss has done with Widow and Wanda—Scarlett Johansson and Scarlet Witch. [Laughs.] It got very confusing.

Whedon: Maximoff, Romanoff. Everything about their names made us crazy.

Feige: But they’re two of the most complex, maybe the two most complex and powerful characters, in the whole movie. That’s always been of importance to us, and now we get to do it in the title way, with Captain Marvel.

EW: It feels like the gender barrier has come down. What do you feel is Marvel’s role in pushing that further? Is that important to you?

Feige: It is important. I do think it’s been a noticeable expansion of the fan base across every demographic. Whether you’re going to a comic convention or looking at Twitter online, it’s not just fanboys. It feels 50-50 to me now, in terms of the fanbase being male and female. I like to think that the success of our films have helped grow that element of pop culture in a big way.

EW: Do you think about, when constructing a story, how people will analyze it? Do you think about things like the Bechdel test, to make sure there aren’t just token women in the movie?

Whedon: I absolutely do. I always have—not specifically that [test], but I’ve always looked at films in terms of how am I representing things and how much of that should I let influence me. Because you have to create from a place of passion, and, at some point, you have to create from a place that’s either ugly or wrong or weird or fantastical, and that doesn’t check everybody’s political box, and it never will. I’ve always been, since I was a teenager, very conscious of: What am I saying about the people I’m writing about? I remember watching the last Fast and Furious and being like, ‘If you count beating the s–t out of each other, this does actually pass the Bechdel test!’

EW: It seems like it could be a tool to determine whether ‘I’m thinking broadly here,’ rather than trying to check boxes.

Whedon: I was talking to Jeremy [Latcham, Age of Ultron producer] about this yesterday. I don’t believe we do. We don’t believe we pass.

Feige: We do. The first movie didn’t.

Whedon: In the first movie, Widow and [Nick] Fury never speak to each other. She’s like, ‘Fury and I have this whole relationship!’ and I’m like, ‘I know, honey. There’s a lot of you…’

Feige: There are a lot of things like that, right? Han Solo’s not on the Millennium Falcon at all in [Return of the] Jedi. You just never think about it.

EW: Is that true?

Feige: See?

Whedon: There should be a test!

EW: The Falcon test!

Whedon: The Falcon test is important. But there are four major female characters in this movie who are all strong, competent, badass people, and complex and interesting. Whether or not they go off and have a mandated conversation at a certain time… You can’t build by rules, but yeah, obviously, you’re aware of it.

Feige: Widow’s instructor.

Whedon: Aha! AAAH! [Laughs.]

Feige: Pass!

EW: What about the scene between Widow and her instructor?

Feige: It’s the thing that gets us to pass the test.

Whedon: That’s right.

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