Kicking off the blockbuster movie season, Marvel Studios is releasing Iron Man 3 on May 3^rd.  This time out, brilliant billionaire inventor Tony Stark (Robert Downey, Jr.), aka Iron Man, faces a terrifying enemy, known as The Mandarin (Sir Ben Kingsley), whose reach knows no bounds, and he must rely on his own instincts to protect those that he loves.  From director Shane Black (Kiss Kiss Bang Bang), the film also stars Gwyneth Paltrow (“Pepper Potts”), Don Cheadle (“James Rhodes”), Guy Pearce (“Aldrich Killian”), Rebecca Hall (“Maya Hansen”) and Jon Favreau (“Happy Hogan”).

During this press conference at the film’s Los Angeles junket, co-stars Robert Downey Jr., Gwyneth Paltrow, Don Cheadle and Sir Ben Kingsley talked about the biggest challenge in making Iron Man 3, the transformation of Pepper Potts, how Rhodey has evolved, how much of The Mandarin was actually in the script, what director Shane Black brought to this installment of the franchise, finding the right tone, how much they wanted the aftermath of the events in The Avengers to affect Tony Stark, what they hope people get out of the film, and the future of the Iron Man franchise.  Check out what they had to say after the jump, and be aware that there are some spoilers.

Question:  Robert, what was your biggest challenge, this time? 

ROBERT DOWNEY:  I think the big challenge is that these movies are only ever as good as their bad guys.  In addition to what we wanted to have happen with Pepper and the arc that she got that was overdue, last time, we decided that Tony wasn’t an island and that there was this power of his partnership with Rhodey.  And that expanded in The Avengers.  So, really, all that was left was the bad guy.  And once we cast Sir Ben [Kingsley], half of our troubles went away.  Then, the other half had to do with him executing this very peculiar and awesome arc.

Gwyneth, can you talk about the transformation of Pepper Potts?  She goes from the assistant to a little bit of the damsel in distress, and then into the President of Stark Industries, and she wears the pants in the relationship.  What has that gradual transformation been like to explore, especially with her really taking the power now?

GWYNETH PALTROW:  I feel really, really lucky that I got to play Pepper, for that reason.  Very rarely do you start at such a distinctive place and end up somewhere else.  I really loved their relationship in the first movie, when she was a supplicant and cleaning up his messes.  I loved that it was very specific.  And then, to get all the way to where she is at the end of the trilogy, it was a big transformation.  I think one of the things that I loved most is that she really steps into her power, in all areas, and you do see her as a very intelligent, articulate CEO.  We see her now in an equal relationship with Tony, where she wants her needs met while still remaining a very supportive woman in his life.  Then, of course, she turns into a superhero, sort of.  It was a great transformation, and I felt really lucky to be a part of it.                              

Don, how do you think Rhodey has evolved?

DON CHEADLE:  This iteration of the film is something that Robert and I talked about, after the second one.  He came to me and said, “Now let’s try and really kick this relationship off and really try to see who these guys are.”  And a lot of fun, for me, in this one was being able to do a lot of action outside of the suit and getting to work with the stunt team and doing a lot of the cable work.  That was just a big thrill for me.  I was like a big kid, being able to play with the best toys.  So, I think you see that the relationship is strengthened, in this one.  It pays off in the promise that was made at the end of Iron Man 2, in the Japanese garden, where these guys really started busting each other’s chops.  They’re friends, but they still really help balance one another, and I thought that really came to fruition, in this one. 

Which one do you prefer, Iron Patriot or War Machine? 

CHEADLE:  Well, the Iron Patriot is about 3 kilos heavier, so I prefer War Machine. 

Sir Ben, The Mandarin is a unique villain, unlike anything we’ve seen before.  How much of The Mandarin’s persona was already in the script, and how much was your own invention?

SIR BEN KINGSLEY:  It was all in the script.  Drew [Pearce] and Shane presented us with a wonderful document, and there was very little straying off the written word.  Whenever we do improvise, it’s minimal, just to maybe sharpen one or two ideas that we were playing with on the set.  But, it’s all there.  And I do respond to the written word.  I love to see it down there, on the page.  It was all there.  I tried to give The Mandarin, in his political broadcasts, a rather unnerving sense of righteousness and make him almost paternalistic and patriarchal.  That’s where the timbre of his delivery comes from.  And his weird iconography was there to disconcert and completely scatter any expectations of where he might be coming from.  The line, “You will never see me coming,” voices that unpredictability that he has.  It was a great script and a wonderful read.  We stuck very closely to it. 

DOWNEY:  I would like to offer a counterpoint to what Sir Ben said.  Once we let him off the chain, we found that he was a glorious improvisor.  Without giving away his character arc, a lot of the ideas were just flowing out from what was written.  But, Drew and Shane did have a good document.  The story is really good and the twists are really good.

What did Shane Black bring to this installment of the Iron Man franchise?

PALTROW:  I can only speak for myself, but when I started Iron Man 3, I was very uncomfortable with the fact that Jon wasn’t there directing.  I felt that Jon cast the movie, and he’s responsible, in part, for The Avengers.  It was just weird that he wasn’t there directing.  But, as we went on, I really warmed to Shane.  He is so sharp.  He is so smart, and his dialogue was incredible.  What we started with, on this movie, that we didn’t start with on the first two films, was a really excellent finished screenplay, and I think it really shows in the film.  I think Shane is really super talented.  He took it up a notch, which was really difficult to do.  So, I ended up having an incredible amount of respect for him.

KINGSLEY:  One of his many great attributes, as a director, is that he will give you the role and then let you go.  That is a wonderful quality to have.  There are some directors, lesser in confidence or skill, who make the actor feel very uncomfortable because you feel you’re auditioning for them, every day, and that’s a terrible feeling on the set.  But, Shane has this wonderful ability, in his own confidence and his ability to cast a movie, to say, “There’s your role.  I’m just going to film it.”  And that’s a really good energy to have on the set.

How did you decide on the tone for this film?

CHEADLE:  Shane really put a stamp on these buddy action movies, where I was clearly in the pocket with Robert.  It was great to see the whole movie put together because we’re on such different tracks.  I didn’t know what Gwyneth was doing for half the movie.  It was great to see it all put together and go, “Oh, that’s what you guy were doing over there.”  I saw Sir Ben twice, on the set.  It would have been great to have another bite of the apple and be able to mix with these guys a little bit more, but we had a ball.  And Robert is a prince, as you all know. 

Robert, Tony gets to interact with a kid, for the first time, which was great.  What was it like to work with Ty Simpkins?

DOWNEY:  Ty Simpkins is great, and I think we will be seeing a lot of him.  Shane Black had this idea of a Capra-esque departure.  We all knew we were taking risks, outside of the familiar territory.  His idea of a superhero running into a little kid in the heartland of America wound up being a wise choice and a calculated risk.

Don, your character gets to use his suit more, in this film, and you also get to see more of his actual military training.  Do you prefer being in the suit, or showing off your training without the suit?

CHEADLE:  I prefer being out of the suit.  The suit is great.  It’s great to be able to achieve all the things that we want to achieve with the CGI and the motion capture, and all that, but I had the most fun running around with Robert and physically going after it.                              

This film has the odd distinction of being a sequel to two different films, with the Iron Man franchise and The Avengers franchise.  What are the challenges of maintaining all of those different storylines and converging them in this one film?

DOWNEY:  It’s a complex thing.  Kevin Feige and Shane were the ones who really had to hammer out where do all these strings go, and how everything moves something when you pull it. 

PALTROW: The truth is that these movies work because Robert plays Tony Stark.  It’s not only because of the similarities in their own lives, and not because of his specific brand of vulnerability, strength and humor, but because Robert has a big picture, creative mind about what these movies should feel like.  We all know that Marvel are amazing at the stunts and the CGI and the action, but one particular strength of Robert’s that we don’t see on screen is the fact that he’s always asking, “What is the big picture here?  How can we make it feel real?  How can we make it feel like something we care about and want to watch?”  So, I think that’s why the movies keep working.  They’re not a weaker carbon copy of the one before. 

Robert, the aftermath of New York had such an impact on Tony.  What was your take on how much you could refer to that, and how much Tony didn’t want to talk about it?

DOWNEY:  We just wanted to play with that in a binary way.  It’s weird when one movie that’s connected to another doesn’t reference that movie, at all.  It seems like you were so busy trying to make your thing work that you didn’t have space.  I think it would lack of confidence, if we didn’t refer to it.  I thought it would be helpful.  I just like the idea of this kid getting under my skin.  I like the idea of kids bringing their parents to the verge of an anxiety attack, and then going, “What’s wrong with you?!,” once they push you there.  I thought that was a nice way to refer back to it.  We needed reasons, and sometimes you just look at the bigger picture of this continuance of stories.  You just plug things in, like an operator and go, “You know what?  That fits here real nice.”  We’re always aware.  You have to ask the question, “In the post-Avengers world, what is it like for Tony?”  You had to have thought about it, and you had to have addressed it, creatively.

When you do a superhero movie like this, do you think about what you want children to get out of it?

CHEADLE:  Especially with the events of this last week, I’ve been asked a lot lately, if there are any allusions between what’s happening in the real world and what’s happening in the film, and are we trying to make a statement?  Clearly, this movie was in the can before anything that transpired in the last week.  The job of this film is to entertain.  That’s what we’re hoping to do.  If we’re lucky enough to, outside of that, have someone’s mind changed about something that’s happening in the real world, or gain a sensitivity that wasn’t there before, or have some deeper understanding, that’s some ancillary by-product that we couldn’t have anticipated.  I couldn’t have, anyway.  We’re really trying to give people the ability to go into a darkened room and have a couple hours of just pure enjoyment.  If anything else happens outside of it, that’s an unintended consequence, but a happy one. 

DOWNEY:  It’s not like that doesn’t figure into what you’re doing.  Disney acquired Marvel, but Marvel was already mindful of that stuff.  These aren’t those kind of like PG-13 that are bordering on, “How did this ever get past the ratings commission?”  We’re really thoughtful about that stuff.  

KINGSLEY:  Also, whatever the concept and whatever the scene, there’s always a quest for sincerity, a quest for the genuine and a quest for putting the human dance on the screen, and all generations will respond to that.  Children do respond to sincerity, and Robert, as a guiding actor through our experience, will always debate where the sincerity is, in a scene.  And I think that will appeal to children of all ages. 

PALTROW:  And we do live in an unsafe world.  That’s the truth.  I’m dealing with that now, with my seven-year-old.  He’s grappling with the fact that the world is unsafe, and that there are people who do harmful things.  I don’t think there’s anything wrong with presenting that idea.  We can’t lie to our children and pretend that the world is perfect, and everybody’s happy, and everybody’s out there to do good.  It’s just part of a bigger conversation.  I know that, after my children saw the movie, I had certain conversations with my son about it.  I think it’s a good contained place to have a conversation. 

There was a definite finality in this movie, but you know you are never going to get rid of this character.  So, how are negotiations going for Iron Man 4, 5 and 6? 

DOWNEY:  I’m not at liberty to discuss that.  The future, as usual, is uncertain.  I think the great thing is that we never could have known what and who was going to come together for the third Iron Man.  Usually, the third of anything struggles to even meet the first two, let alone the first one.  So, in all earnestness, things are very much in flux right now.  Marvel has their plans and we’re all living and growing, so we’ll see what happens.

Your character has dealt with so much.  He has been drowned, dealt with blood poisoning, aliens, and the destruction of his home.  Where would you like to see Iron Man go next, emotionally?

DOWNEY:  I don’t know.  It’s funny, these things tend to come out of creative discussions, and there’s always something.  When we are shooting, we always say, “Wouldn’t that be great?”  But, a lot of those things have come true already.  I was always saying, “God, I just want to see Pepper in the suit.  I want to see her experience what Tony gets from it, and I want her to help him transcend it.”  The wish fulfillment happens pretty quick in the Marvel universe.  So, I don’t have any particular goals with it right now. 

Gwyneth, is there any chance of you being part of The Avengers sequel?

CHEADLE:  I think you want to ask me if I want to be in The Avengers.  She was in The Avengers already. 

PALTROW:  I will say that one of the most thrilling parts of having gone all over the place to talk about this movie is that people really love to see Pepper in the suit and kicking ass.  So, I would come back.  In the comic she becomes Rescue, her own person. 

DOWNEY:  And she marries Happy Hogan.

PALTROW:  Aw, yeah! 

DOWNEY:  That might be for the adult channel!

Iron Man 3 opens in theaters on May 3^rd.  Click here for all our coverage.