Last June, on director Joss Whedon's birthday, I got to visit the set of The Avengers with a few other reporters when the production was filming in Albuquerque, New Mexico.  While every director is always pressed for time, when Whedon sat down for the interview he couldn't have been more gracious and giving.  During the wide ranging conversation, Whedon talked about how he worked with all the actors to make sure they were comfortable with the script, how he wanted Bruce Banner to be portrayed in his film, why he chose the ARRI Alexa digital camera instead of the RED Epic, if he was planting any seeds for future Avengers films, the Stan Lee cameo, the villains, what it was like on set the first day, and so much more.   While Whedon has been doing a lot of press recently to promote the film, I think what's great about this on set interview is hearing what he was thinking right in the middle of the production.  Hit the jump to either read or listen to the interview.

As usual, I'm offering two ways to get the interview: you can either click here for the audio or the full transcript is below.  The Avengers opens May 4.

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Image via Marvel

JOSS WHEDON: All these for me? That’s weird that you all got me the same thing for my birthday.

[Everyone sings “Happy Birthday”]

WHEDON: Thank you, thank you one and all.

So everyone that we have spoken with has been talking about how great the script is.

WHEDON: And now it’s my turn.

Even Downey has said he’s not tinkering, or maybe not tinkering much

WHEDON: There’s not tinkering and then there’s “not tinkering.” He’ll have to say he had inflection. Everybody seems to be on board. I’m still working on it. I hope to finish it sometime before the DVD release. It’s been very fluid, but it always is in a movie anyway, especially a movie where the perspective changes nine times every scene. I swore I would never make Serenity again and here I am.

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I was going to ask about that actually.  Because a lot of writers, especially comic writers, are afraid of The Avengers.  There are so many characters in the books.  It’s really tough. Did you know you could do it from doing Serenity?

WHEDON: Serenity had been very hard and I literally said, “I’m never doing this again.  A bunch of characters who already know each other and are established, but have to be introduced to new people,” and all of that. But I didn’t fear it at all, I just regret it very much. You know, I walked in and I was like, “I get why they should be a team. This is exciting!” But then you have to explain it to the audience, too.  Apparently they matter. It’s Vulcan chess.  There’s just so many things. There’s a ripple effect on everything you do, but as long as you’re respectful of everybody’s perspective, and everybody has a moment where they shine (or hopefully several), and everybody is speaking from who they are, you’re not going to fall too hard.

We saw a lot of art before, but is there one sequence that you’re really proud of or really excited to work on?

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Image via Marvel

WHEDON: I’m not sure there’s any one particular sequence that I would say, “Well yeah, nailed that!” For me, honestly my favorite moments are the scenes where I have two of the characters, where I get to pair up two characters you might not expect to see together, and see them go at each other.  Whether they are getting along or not, there’s always friction.  And those scenes are probably not why everybody might rush to the theater, but they are the most fun when you really get to explore it with the actors and the space. That’s the stuff that I feel the proudest about. The action is not small and some of the gags we’ve come up with are enormous and delightful and I’m proud of them and excited by them, because I like to live in that world too.  But when you are in those quieter moments, that’s when I am just in heaven.

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Image via Marvel Studios

Was there a particular scene you started with? Was there a moment where you said, “I have to write this before I write anything else to show that I can do this.”

WHEDON: It started out basically with [producers Kevin Feige and Jeremy Latcham] telling me, “We know the basic structure of how they come together, what works, what doesn’t work, and how we see the climax.” Which was nice, because he gave me a basic skeleton of three acts that I knew I had to hang on and then it was just a question of “How do I get there? How do I earn that? What moments would cause these people to be in that situation?” I’m very fierce about making sure that everything is motivated, that nothing is by chance, or misunderstanding, or coincidence.  If people are going to fight or face a conflict or an enemy, it has to be internal.  It has to be because of something they believe and something they’ve done as opposed to, “And now we clock this fight. And now check that box.”

The whole thing was to avoid that and I had the luxury of having taken the job and then spending two weeks off in Australia with my family just thinking of moments, just thinking of that moment, that scene. “Oh, this is what this person would say.” I wrote more St. Crispin’s Day speeches for Captain you can shake a rattle at, none of which I think are in the film. I wrote monologues for all the characters and long scenes for all of them, bits of which wormed their way back in and many of which fell by the wayside, but all of which informed the characters. I just got to live in that free-floating space for a while. In fact I lived in the free floating space for so long that I’m still writing the script.  So next time I’ll think that one through.  But yeah, it all comes from, “Wouldn’t it be beautiful to hear this from Hawkeye or to hear this from the Black Widow?”

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We talked to Scarlett [Johansson] and Jeremy [Renner] before. She said that you had given them a very early draft, and then they were able to come back with some notes that they had, and they each spoke with you to address some things that they had thought after reading an early draft of the script. Can you talk to some of the things that they brought to the table that you thought were important to go back when you were writing your final?

WHEDON: You know this is such a perfect time to make fun of actors. But the fact is going into this project knowing that it had been cast largely before I came onboard with the exception of Jeremy and Mark [Ruffalo] and some of the supporting roles, I knew that I had a contract with these people to respect what they had already done. Because this is all part of a grander plan, and I did have for example those structural elements set, I had this casting set, I knew who these characters were, because I had been reading about them since I was 11… So usually I’ll just go and write things and say, “Why don’t you say this? I’ll hire you to say this.” But in this case having a dialogue with them was enormously useful, because they all had their own backstories or questions about their backstories.

I could literally sit someone down and say, “What are you looking for in this?” At the beginning I’m an open book so, “Tell me what it is that you don’t want to repeat or you feel like you didn’t explore.” I would lay out my basic ideas about how I saw their characters. I think my favorite response was Sam Jackson’s. I was like, “Is there anything you’re particularly looking for?” I told him how I saw Nick Fury and how I saw his role in the movie.  “Anything you’re looking for or anything you particularly want to avoid?” He was like, “Hell no. Thank you for asking. I don’t want to run. Don’t make me run a lot.” Then on set he pointed to the page, “It says ‘Fury runs.’” “I know, it’s just this one time.”

What’s the most iconic moment for you personally in the Avengers comics? Were you able to incorporate that? How were you able to incorporate that into the script?

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Image via Disney

WHEDON: The truly iconic stuff from the comics isn’t really in the film. It’s part of the grand Marvel tradition to steal from all of the comics and all of the eras and Ultimates. For me The Avengers exist mostly in my heart because of the Jim Starlin Avengers Annual with Thanos and Warlock and The Thing two and one that followed it. That defined why I love the Avengers more than anything. Obviously that was a long time ago and Moon Dragon is not in the film. But since then I think the most important stuff, Civil War, Ultimates… They’ve amped up the undercurrent of tension between The Avengers and that makes it really interesting to write.  But when it comes to the iconic moments, you sort of have to take all of those things and distill them the same way the costumers do and everybody… Distill them and then find your own. I mean ultimately for me the most iconic moment in the movie is, assuming they do, when they assemble.

I would think Bruce Banner and The Hulk is the toughest part, because we have scene two other movies with two other actors playing him. Chris [Hemsworth], Chris [Evans], and Robert [Downey Jr.] have already been playing the characters. We know their characters.  How have you been working on that and trying to develop your own Bruce Banner with Mark?

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WHEDON: Well I had a very clear conception of what I wanted Bruce Banner to be and part of that was Mark Ruffalo. I was like, “I want somebody who just opens himself to an audience, who can’t help it, and who just takes you along everywhere he goes.” The other was Bill Bixby. That’s something that Mark and I both talked about. I felt that the performances in the other movies were very internal. And the movies themselves led to that, because they were all about Bruce Banner. The TV show was, “I have a problem and I help other people and I live with that problem.” So that’s sort of the way I wanted to approach it and the way… Mark and I spent a lot of time at the very beginning talking about rage, how it feels, how it manifests, what causes it, what it feels like afterwards---the nuts and bolts of the emotion itself. But in terms of the character, it was very clear that we wanted to have somebody who had gotten past where he was in those movies, so that when you meet him he is somebody who has internalized what went on in those movies to the extent that he’s someone you like and are interested in. If you’ve seen those movies, this would be a natural next step. If you haven’t, you’ll get the guy. You’ll get why he’s a good guy.

We were on the second unit set today and I’m curious. There’s a lot of second unit on this. How involved have you been in storyboarding exactly what they are shooting? Or how much is [second unit director] John Mahaffie bringing to the table? How obsessive are you with everything?

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Image via Marvel Studios

WHEDON: I’m pretty obsessive. It’s a weird system, because they had a release date before they had a script. So the moment I came on I’m like, “You know I think we could open with this scene.” “Great. It’s storyboarded with animatics. Here it is!” Or “Great!” Which is necessary when you are moving at this pace, and also can be very frustrating because you’re basically having shots called out by other people, which is not how I usually operate. But when they are good, “That will be fine. I’ll take that, thank you! I’ll take credit for that.” There are a couple of sequences… There’s at least one sequence in this where the second unit director gets there before I do, before [director of photography Seamus McGarvey] does, which is delicate. But everything that they do is very heavily storyboarded, animatic‑ed, pre-vised, or you know called out. And John is really inventive, really precise, and really caring. He and I will spend a lot of time talking about how I’m shooting a scene and what I’m looking for and so his stuff comes in really excitingly and really seamlessly. I’ve never had a second unit. I shot my own second unit on Serenity. I shot second unit on Cabin in the Woods. It’s new for me to hand that over, but when it’s this big you’re going to have to. You’re just going to have to. And I have enormous confidence in my crew.

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You’re shooting with the Arri Alexa, which Roger Deakins has fallen in love with. Can you talk about why you chose that camera? Why not film?

WHEDON: Because Roger Deakins felt… No, we were going to shoot with the Red, because we were going to shoot in 3D and everybody said, “No, the new rigs move fast and they are small. It’s all going to be great.” I shot the tag for Thor in 3D with that setup, and after we lost three and a half hours to lens changes and unknowable camera weirdness, we decided to not do that. I think this was the camera that… We always knew we were going to shoot HD and I have no allegiance to film as film. If the story is in front of me, I’m fine. Seamus had mostly shot film, but he really loved the Alexa. That was sort of what he wanted to do. Once we were out of the constrictor of 3D for shooting he said, “Let’s go with that.” He loves it too. He also loves Roger Deakins. So say we all.

Is it true that you pitched in on Captain America the film in terms of some of the dialogue?

WHEDON: Yeah, I did. I did a dialogue polish which was really, really fun, because I got to write 40s dialogue. You know Cap was a movie that just worked for me. The script was great, the structure, it’s gorgeous. But they said, “We think we can push it in certain places.” I was like, “Sign me up. What, I have to make The Avengers? No, it’ll be fine.”

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Image via Marvel Studios

How much of that polish was you prepping for The Avengers and specifically the Steve Rogers character? Were you building something in there that was going to lead into this?

WHEDON: I didn’t like sneak any particular Avengers easter eggs in. But I did spend a lot of time with the character, which for me was important, because Steve’s perspective in this world is very much, as much as anybody’s if not more, the audience’s. He is looking at this world with fresh eyes and he is not impressed. His feeling of disconnection is something that’s going to be laced throughout the film. It’s a film about lonely people, because I’m making it, and my pony only does one trick. He’s a classic man out of time in the very literal sense and so to have worked on his 40s incarnation, even a little bit, was a nice introduction to this and kept be grounded in his perspective.

Now in this movie you’ve got all of these characters who Marvel needs for future sequels and future franchises, so it’s not like you can kill off Iron Man. It’s not like you can kill off most of these people.

WHEDON: “Awkward moment.”

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Image via Marvel Studios

So A) We know you like to kill people off for drama in your movies and TV shows, but B) For stakes on a thing like this how do you make stakes when the audience knows that the seven main characters aren’t going anywhere?

WHEDON: You know it is a struggle. How do you make stakes when they are all really strong, and really tall, and handsome? Ultimately the answer is always what’s at stake has to be more than their lives. It has to be something bigger externally and smaller internally. They have to be going through an internal struggle that matches what they are facing on the outside, so that even if they survive, they may be compromised to a point where they can’t recover. If you have that, and you really push them towards that, you push them towards something that is frightening and unlikable and a real choice that they can’t necessarily deal with, then you have some stake. You have emotional stakes that go beyond the hitty and the punchy.

So it’s the risk of characters losing themselves more than characters losing their lives?

WHEDON: Yeah.

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But there is some loss of life. We saw that scene before that seems to indicate that somebody didn’t make it that seems to have particularly shaken up Tony.

WHEDON: Yeah, it’s a sad little film really.

I’ve got the impression it’s a very big movie, like a huge movie compared to any of the other movies so far. What’s the danger of making movies so big that Marvel cannot release another movie, because they will just seem minor. Like if they do Iron Man 3, it’s going to be like “Oh, it’s not The Avengers.”

WHEDON: That’s a good question. The fact is one of the things that I was very adamant about, and I don’t think people were really fighting me on it, but don’t have the support systems of all of these movies. Because these movies have their own internal workings and have the supporting characters. They have their own feel. I’m like, “First of all, this can’t feel like any of those movies. And second of all you have to take them away from their support systems.” First of all, it’s a good way to make a team. It’s like they all go to camp. And second of all, they said, “Do we want to put Jane Foster in the movie?” I’m like, “Yeah, that’d be great. Then the writer of Thor 2 will come and kill me with a trowel, because their first meeting, ‘I haven’t seen you, except that one time.’”

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There are iconic things going on in their own stories that I’m not going to touch. They have to step out of their worlds into the Avengers world. Hopefully this thing works on a big scale. But because there are so many of them, everybody gets so much juice and then they have to step aside. The other movies have a much easier throughline. It’s never easy, but a simpler throughline of that one person’s journey where they really get to explore that person on a level that, in this movie, I’m just never going to get to.

This will have to affect those movies. Obviously Jane hasn’t seen Thor, but he’s here busy fighting whatever he is fighting. She must be seeing him on TV like, “How come you haven’t said hi to me?”

WHEDON: “You never call.”

It’s got to affect them, because there are things going on.

WHEDON: Yeah, you can’t walk away completely, but I try to do as little collateral damage as possible. As far as I was concerned, I’m in a semi-stable relationship with Pepper whenever I was like, “That’s collateral damage. I mean are you kidding? What am I supposed to do with that?” But in general, yeah, you do have to take them to a place they haven’t been, and they have to have come back from there in their next movie. It’s a fine line. It’s the same thing when you’re writing a comic. There’s that comic, there’s the team they are on, there’s the big event. There are all sorts of different masters that you’re serving. I guess first “Do no harm” is now the screenwriters’ creed. And the second is “Fuck shit up.”

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Image via Marvel Studios

With Iron Man 2, Favreau has talked about how Marvel came in and wanted him to put certain elements in there for Avengers to set that up. Are there elements that you are planting in Avengers to maybe set something up later on?

WHEDON: Not really. I mean there’s a couple of things that I’m like, “This could maybe point to what would happen later, long after I’ve retired and live in a tree.” But we are getting it here. I think it can be the death of a movie if you’re just smelling “franchise” and all of a sudden you’re making Jumper. Or Eragon or The Seeker. You really have to just concentrate. This is the culmination a grand plan that’s gone on for years. Beyond that, there may be seeds planted, but we don’t know what will grow.

You are a big comic book guy and a big comic book fan. You must have a few maybe minor Marvel characters that you’re fond of. While you are maybe not planting seeds for sequels, maybe there’s a way of putting little easter eggs to other characters on a street corner or whatever. Are you doing any sort of easter eggs like that?

WHEDON: Not really. You know, it’s so hard for me just to get this job done that I really don’t have time to get cute. If they tell me, “We need…” At some point I believe young Stanley Lieber will appear in the film, and that’s about as tricksy as I’m getting. There are so many and it would be so easy, but it’s also a way to paint yourself into a corner if you make reference to somebody and then suddenly you’re like, “I want to use that guy, but he knows that guy… Oh Christ, what have I done? I had a cute little easter egg that’s boned a screenplay.” They are dangerous waters.

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Well then what about the Stan Lee cameo? How much fun did you have writing that?

WHEDON: That was fun actually. I think you’re going to see a side of Stan Lee you haven’t seen before. A dark side.

Could you talk about the other villains in this film? I know we saw them fighting all of these creatures on the streets of New York. Where you went to in the Marvel Universe and kind of what you were looking for with these other creatures.

WHEDON: Well they handed me Tom Hiddleston and I didn’t really carp after that, because I had seen rough cuts of Thor. I had actually seen Tom at the Donmar Warehouse playing Cassio in Othello a few years ago, so I knew him from that. I was really excited when they said… Because Loki was the grand sort of beginning of The Avengers back in the day and so to have him, to watch the beautiful performance he gave in Thor and then to know, “Now I get to take him to some serious ass evil and build him up.” That was really exciting. We talked about different secondary villains. I’m not really going to talk about where we landed on that, because Loki really is the prime mover and Tom was primally moving.

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Can you talk about the first day of shooting? Did the enormity of this hit you or did you try to keep it out of your head when you realized you were making what people have wanted to see for forty years?

WHEDON: One the first day of shooting. There was a time, there was a moment a couple weeks after I had taken the job when I suddenly went “Agh.” And my wife just turned to me and said, “Honey, it’s just the next story.” I went, “Okay, thanks. I’m back.” That was it, because ultimately it is. The financial burden is not on me. As I have said many times, “The first weekend is your job, the second weekend is mine. If the story is compelling, if I got it right, if people want to come back to it, yay!” I can’t really concern myself with the numbers or I would just go “banoonoos.” They are large, but it is. It is that scene in Hoosiers where he measures the backboard. It’s always just a story. It’s like, do you care? If so, we scored. If not, it doesn’t matter to me if it succeeds or not.

And I found in production, in the first couple of weeks of production, that it was more like making an internet musical than anything I’ve ever done. I was completely at the mercy of everybody’s schedules. We were constantly having to adjust what we were doing based on what we could get when. It was very bizarre. It was sort of both ends of the spectrum are exactly the same. There’s a ton of circumstance that you have to dance around. You just adapt.

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We are talking about the musical tastes. With Iron Man it was Favreau’s musical tastes. What are your musical tastes for this? Is it going to be a big bombastic score? Are there going to be some metal tunes in it?

WHEDON: I don’t see metal working in this a lot unless Tony is playing it. Everybody’s got their own source, everybody’s got their own vibe. For me, I do think of this as a classical movie. Not bombastic. I don’t want to hit people over the head, but I do look to the John Williams school. Not necessarily the giant march so much as the really soulful rueful thing that is character specific, is specific to the moment and isn’t just a sort of room tone of emotion. But at the same time, again, it comes from Cap and that feeling of what we had and what we’ve lost and how these people are going to try to regain it.

Can you get Giacchino?

WHEDON: I don’t know. Can you? Do you know him? Can you call him?

I think Pixar has a very good relationship.

WHEDON: Excellent.

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For more from our Avengers set visit:

35 Things to Know About The Avengers from our Set Visit; Plus a Two-Part Video Blog Recap and 8 New Images

Robert Downey Jr. and Chris Evans The Avengers Set Visit Interview

Mark Ruffalo The Avengers Set Visit Interview

Chris Hemsworth The Avengers Set Visit Interview

Tom Hiddleston The Avengers Set Visit Interview

Jeremy Renner and Scarlett Johansson The Avengers Set Visit Interview

Clark Gregg The Avengers Set Visit Interview

Marvel Studios President Kevin Feige The Avengers Set Visit Interview