While we normally think of improvised moments as funny bits that make it into the final cut — and we know the MCU has plenty of unscripted moments — Marvel’s best improvised moment is one that is actually far more tragic. No fan will ever forget the feeling of watching our favorite heroes die a dusty death after Thanos’ (Josh Brolin) catastrophic snap at the end of Avengers: Infinity War. While the whole scene was devastating, the death that hit the hardest was definitely that of Peter Parker (Tom Holland), as he cried out “I don’t wanna go!” and broke all of our hearts into a million pieces. Even more shocking than watching Spider-Man disintegrate, however, is the fact that the moment was actually improvised.

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Tom Holland and Robert Downey Jr. Improvised Peter’s Death in ‘Avengers: Infinity War’

Peter Parker (Tom Holland) turns to dust in Tony Stark's (Robert Downey Jr.) arms in Avengers: Infinity War
Image via Marvel Studios

For those who don’t remember (but seriously, how could you not?), after we saw half of the Avengers team perish in Wakanda after Thanos completed the Infinity gauntlet, we were then brought back to the planet Titan, where the Guardians (Chris Pratt, Dave Bautista, Pom Klementieff, and Karen Gillan) Dr. Strange (Benedict Cumberbatch), Tony Stark (Robert Downey Jr.) and Peter are recovering after trying to defeat Thanos. The Guardians then begin wilting away one by one except for Nebula. Then Dr. Strange goes, and Tony hears a faint “Mr. Stark?” and turns to see his terrified protégé looking at him with pleading eyes. Peter says he doesn’t feel so good and then falls into Tony in a desperate hug, crying out that he doesn’t want to go, collapsing to the ground, and then apologizing to Tony before turning to dust. The ever larger-than-life Iron Man is left sitting on the ground of a barren alien planet, quietly distraught and brushing this kid’s ashes off his hands as he watches him float away in the breeze. Are you crying yet?

While the scene and the characters’ reactions feel totally natural for both Tony and Peter, according to an interview that Tom Holland did with GQ, the moment didn’t always flow so well. Holland says that he and Downey worked on a “long improvise,” but it wasn’t quite working. However, it sparked an idea for Holland, in which he used a technique that he’ll often use to work himself up during emotional scenes. He revealed that if he needs to cry for a scene, he’ll often pick a sentence that encapsulates what his character is feeling, such as “I love you so much,” and repeat it over and over in his mind until he gets to the emotional place he needs. In this particular scene in Avengers: Infinity War as Peter felt himself disappearing into nothing, the feeling that rang true for Holland was “I don’t want to go.” They reworked the scene around the idea of Tom saying this line out loud, rolled the camera, and thus the deceptively simple but totally heartbreaking scene was born.

The phrase “I don’t want to go,” paired with Tony’s hopeless “You’re okay” perfectly captured Peter’s youth, confusion, and desperation all at once, showing him as a young boy clinging to the man who had come to be his father figure, and trying to escape an inevitable death. Tony’s reaction to the moment was equally perfect, as we’d watched the stoic playboy let himself care deeply about this kid, and now Peter's practically begging Tony to save him even though they both know there’s nothing to be done.

Robert Downey Jr. Is No Stranger to Improv in the MCU

Tony Stark (Robert Downey Jr.) aims a repulsor blast in 'Iron Man' (2008)
Image via Marvel Studios

Now, Peter’s death scene wasn’t the only one in Avengers: Infinity War that was altered by some great improv. On a lighter note, Robert Downey Jr. used his quick wit earlier in the movie when Tony and Dr. Strange are discussing their predicament of being stuck on an alien spaceship with no backup. Peter pipes in that he counts as backup, and Tony fires back immediately, saying that Peter isn’t backup but rather a stowaway, and that “the adults are talking.” Holland shared at a Q&A for his charity The Brothers Trust that this bit wasn’t scripted but rather improvised by Downey, showing how the unlikely duo’s easy repartee lights up every scene they’re in.

While Robert Downey Jr. has gotten to show off his improv skills in many of the MCU projects, it's worth mentioning the one that started it all. Iron Man kicked off the MCU in 2008, and according to Jeff Bridges, who played antagonist Obadiah Stane, the movie was almost entirely improvised due to Marvel scrapping the original script on the first day of filming, leaving the actors with more or less of an outline. While this sounds like it could have made for some stressful days for the actors, it clearly paid off, as the movie successfully jump started one of the biggest movie franchises in the world. Downey also improvised the iconic “I am Iron Man” line at the end of the movie, so we can really only thank director Jon Favreau for giving the actors so much room to play.

Tom Holland and Robert Downey Jr. Had Great Chemistry in ‘Captain America: Civil War’

Robert Downey Jr as Tony Stark hugging Tom Holland's Peter Parker in Infinity War
Image via Marvel Studios

When our Friendly Neighborhood Spider-Man was introduced to the MCU in Captain America: Civil War, Holland's chemistry with Downey was immediately evident. In the pair's first scene together when Tony and Peter are discussing Peter’s role as Spider-Man, Tony goes to sit beside Peter on the bed, telling the latter, “I’m gonna sit here, so you move the leg.” Civil War co-director Anthony Russo revealed on the film's Blue-ray commentary that the moment was improvised by Downey as Holland had apparently messed up his blocking, but the young actor doesn’t miss a beat or crack up, and the scene continues seamlessly.

What all of these moments show us is that while Tony Stark and Peter Parker clearly had an immediate connection, Robert Downey Jr. and Tom Holland seemingly got along just as well as their characters. The two actors’ ability to work off one another and improvise makes every scene they’re in together feel organic and exciting, and this was definitely best, albeit sadly, showcased through the improvisation of Peter’s death in Avengers: Infinity War. Will we ever get to see Tony Stark and Peter Parker interact again now that one’s dead and one has been wiped from existence? Maybe not, but given the state of the multiverse and the ever-advancing technology in the MCU these days, it seems like anything’s possible. For now, we can only rewatch these great scenes and hope that our favorite super-duo might one day meet again — and hopefully get to show off their improv skills, too.