EXCLUSIVE: Robert Downey Jr is set for another huge payday from a mega-hit Marvel movie, this time Iron Man 3. I’ve learned he’s already made $35 million from the actioner, which grossed $680 million worldwide in its first 12 days. He should exceed his biggest payday to date — that $50M from The Avengers which I’ve learned was more like $70M-$80M now that the film is all in. But it’s really Avengers 2 where he’ll clean up big-time — if he wants to reprise the role. He’s hinting to some media it may be time to retire Tony Stark. And saying to other outlets that Marvel better show him more money for Avengers 2. “I don’t know,” he said on The Daily Show. “I had a long contract with them and now we’re gonna renegotiate.” (“You are Iron Man! You are!” cheered Jon Stewart.) I’ve learned that Marvel and therefore owner Disney are going to run into big trouble on that sequel because the upfront pay, backend compensation, break-even points and box office bonuses aren’t pinned down yet for several big stars and castmates. This is major hurdle that Walt Disney Co Chaiman/CEO Bob Iger hasn’t even mentioned to Wall Street or shareholders though he’s already been hyping Avengers 2 for more than a year now.

First and foremost Marvel does not have Downey in place yet. “They need him, and they don’t have him. He’s got a lot of leverage,” one insider tells me. Much less so Scarlett Johannsen (paid to pop up in Marvel movie after movie), Chris Evans (whom some sources say made his deal for Avengers 2 when he signed for Captain America 2), Chris Hemsworth (a much bigger star now than before and unsigned for Avengers 2), Mark Ruffalo (whose Hulk role already was cast 3 times and could be the most vulnerable), Jeremy Renner (probably grateful for more exposure), Samuel L. Jackson (Scarlett’s doppelganger) among others who were paid pittances for their first movies, not much better for the sequels, and are counting on at least $5 million upfront and better back ends for Avengers 2. That means much better than what Marvel claimed was Avengers’ break-even point: a whopping $1.1 billion in global grosses. (“If Avengers wasn’t profitable until then, why would you make it?” one rep pointedly asked Marvel top execs Kevin Feige and Louis Esposito.) In a business where studio accounting is known as fatal subtraction and even worldwide blockbusters are still supposedly in the red, Marvel and its famously frugal CEO Ike Perlmutter still give new meaning to the term stingy. I’ve learned that one reason why The Avengers was nominated for only one Oscar – Best Visual Effects – in the 85th Academy Awards contest was because Marvel refused to pay for an awards season campaign for the picture. And even when Disney offered to foot the bill, Marvel still wouldn’t budge. (Yet the Academy Of Motion Picture Arts & Sciences assembled the cast onstage to create buzz.) Here’s how one exec describes any negotiation with Marvel: “I wouldn’t say it’s brutal. It’s uncompromising, not mean or draconian. The fact is this is the reality of the world we’re living in right now.”

Related: Disney And Marvel Do Damage Control After Media Scrutiny Of Ike Perlmutter

But The Avengers cast are ready to rumble with Marvel for the Avengers sequel slated for a May 2015 release. “Some received only $200,000 for Avengers and Downey got paid $50M. On what planet is that OK?” an insider tells me. CAA represents an overwhelming majority of the Marvel stars and is trying hard to keep the negotiations out of the public limelight and media headlines. But that may not be possible with some reps blaming the studio for ‘scorched earth’ tactics past and present. “Marvel has created so much animosity by strong-arming and bullying on sequels already. It’s counterproductive,” one source tells me. Says another, “I’m sick of Kevin Feige telling me again and again how Marvel is ‘reinventing the movie business’. It doesn’t work like this. They’re reinventing business, period.” I’ve learned Marvel already has threatened to sue or recast when contracts and/or options are challenged. That prompted a few cast members to respond, “Go ahead.” I hear Hemsworth especially wasn’t anxious to go back into that arduous diet and training regimen and subsist primarily on egg whites for Thor: Dark World which hits theaters November 8th. I also understand that Scarlett Johanssen told castmates she’s “not going to cut her quote” for Marvel’s Avengers 2. The actress as butt-kicking operative Black Widow in The Avengers and Iron Man 2 is wrapping Captain America: The Winter Soldier and has a whopping 8 options total.

Already a lot of brinkmanship played out for Captain America 2 and Thor 2. Calling it the “weirdest experience”, one rep still can’;t believe Marvel offered “only a $500,000 raise and then would pay another $500,000 when the movie hits $500M. Are they out of their minds?” When it was pointed out to Marvel that Hemsworth already had received $5M for his starring role in Snow White And The Huntsman, the studio shot back, “I don’t know why you’re complaining when Marvel only has hit movies.” To which the response was, “He’s happier working at a place like Universal.” After hard-fought bargaining, Chris Evans for Captain America 2 and Chris Hemsworth for Thor 2 wound up with deals still weighted on the back end but at least with attainable break-even numbers and small upfront guarantees and box office bonuses.

The issue going forward is how many of the Avengers stars and starlets are still bound by early agreements and longterm options which Marvel can continue to exploit individually. To counter, I’ve learned the Avengers cast are becoming united behind Robert Downey Jr who is seen as the “leader” – like “a big brother” in the words of one rep – for all the younger actors in the ensemble. “He’s the only guy with real power in this situation. and balls of steel, too. He’s already sent a message that he’s not going to work for a place where they treat his colleagues like shit,” one source explains. Another rep tells me, “I have four words for Marvel – ‘Fuck you, call Robert.'” As Downey himself has said publicly about his $50M-plus payday, “I’m what’s known as a strategic cost,” adding that Marvel is “so pissed” he earned that much. At this point also, no one is talking Iron Man 4 yet but it’s hard not to anticipate. Don Cheadle (who took over the role of James Rhodes in Iron Man 2 after Marvel pushed aside Terrence Howard) predicted there’s “potential” for a 4th installment. “No one has been specific about what that might look like or what the story could even be,” he said. “First we have to see how this one plays and if people have an appetite for it, and then we’ll figure out if there’s a way to convince Robert to come back and do another one.”

Some reps tried to go straight to Iger in hopes of discussing renegotiations since Disney purchased the multimedia empire in 2009 for $4.3B – but were rebuffed. “Wait, that’s Marvel. You need to talk to them. I can’t have this conversation,” Iger replied, thus totally distancing himself. Other reps hoped Walt Disney Studios Chairman Alan Horn would be helpful. But Horn made clear that Marvel greenlights their own movies and only “coordinates” with him. Besides, he tells reps, “Marvel is doing such a great job running itself.” (In fact Horn himself only met Marvel CEO Ike Perlmutter last fall and told a pal about their get-together. “It could not have gone better. We had a meal. I was very impressed with his directness. We’re the same age: how could we not have a good time together?”)

The sad truth is that both Iger and Horn are scared stiff of Perlmutter and want to steer clear of the inevitable nightmare negotiations. Reps predict Ike is “going to create a lot of drama and going to want to prove a point and not look like he’s going to get run over”. Says one out of frustration: “I’m so bent out of shape by this asshole. He now works for a public company so I don’t understand how he can keep hiding behind the curtain.” Easy, because the Israeli-born and reclusive Perlmutter, worth $2.4B, is Disney’s third largest individual shareholder. (He had been the second biggest shareholder but that changed when Disney added Star Wars to its empire and handed George Lucas a ginormous compensation package. Disney’s top shareholder remains the Steve Jobs Trust.) Disney never dared hope that The Avengers would reap $1.5 billion in worldwide box office revenue, the third highest global gross ever. Yet no castmember has ever heard from Ike. True, Kevin Feige phoned the cast that weekend opening, but it was a first. And Iger did pick up the phone to congratulate filmmaker Joss Whedon who recalled to Deadline recently: “He couldn’t have been sweeter. He said ‘This wasn’t about the other movies — you did this’.”

Acknowledging “I’m doing okay” compensation wise, Whedon reportedly has a “really rich deal” worth an astronomical $100M for a combination of product and services including several pics, consulting work, a put pilot at ABC, and many other elements that effectively take him off the marketplace for years and years, one source tells me. But even Whedon admits that “Marvel can be very cheap” and believes the reason the cast aren’t “getting giant quotes” is because of “the element of the opportunity here for something that is both popular and very human, and usually you have to choose as an actor”. But Whedon does see the potential contract hardball as “an issue”.

Here are the pertinent parts of that interview:

DEADLINE: Marvel is notoriously cheap and some of the Avengers cast will want more money for the sequel. How could that affect Avengers 2?

WHEDON: I’m not going to comment specifically because I’m not privy to that sort of stuff and I don’t think it’s my place to talk about. In general terms, yes – Marvel can be very cheap, God knows. They can also be sensible and frugal. They have a very small infrastructure and they’re not heaping this money on themselves. I don’t know a producer who’s done more and is paid less than Kevin Feige. I think that it’s an issue but it’s part of a bigger issue, which is there was a time when there was a crisis in the acting community where stars were getting $20 million and character actors were disappearing as a concept. There were no middle class actors. It was suddenly bit players and Jim Carrey, and that was it. Now the studios have gotten to a point where they’re like, “Do we need that star?” With what they’re able to to digitally and the way they create franchises there’s a little bit of a feeling of, maybe we can eliminate the actor – not totally and not totally cynically, but I’ve literally heard people at the agency say, not about Marvel, “This studio is eliminating the middle movie. They’re not making dramas or prestige pics or anything that isn’t either a franchise or a Paranormal-style found footage”. I think that changes the landscape for actors because really good actors are interested in doing a franchise because they need something.

DEADLINE: So are you worried about losing talent over these kinds of disputes?

WHEDON: I feel good about Avengers because I feel everyone who took it got something to sink their teeth into. They weren’t hung out to dry. It’s not a soulless piece of work. It may be inept in some places but I meant every word. Marvel distinguished themselves by going after good actors, writers, and directors who were unexpected choices. One side to that is they don’t have to pay them as much. Me, [Jon] Favreau, [Kenneth] Branagh, James Gunn – we don’t have giant action quotes, but we’re all filmmakers who want to do something with a giant action movie instead of just accomplish it. And the actors, from Downey straight on through, they only went after the people who could get it done. So how come they’re not getting giant quotes on this movie? There’s the element of the opportunity here for something that is both popular and very human, and usually you have to choose as an actor.

DEADLINE: A movie makes a billion dollars and an actor is looking at their contract for the next sequel…

WHEDON: And they’re probably going to mention that.

DEADLINE: You don’t think this could conceivably create any problems for Avengers 2?

WHEDON: I don’t, because that would make me sad and I tend to be a bit Pollyanna. I tend to think these roles can alter the course of a career. Not that Mark Ruffalo needs this or is in pursuit of this. That man will always work. But it doesn’t suck. We had an amazing time making the movie and that kind of recognition doesn’t hurt, if it’s not with Marvel or the next guy. It’s useful.