“How the MCU Was Made” is a series of deep-dive articles that delve into the ins and outs of the development history, production, and release of all the Marvel Studios movies.

Marvel Studios isn’t necessarily keen on dwelling on — or even admitting, really — mistakes. The Marvel Cinematic Universe had a couple of creative missteps early on with the troubled productions of The Incredible Hulk and Iron Man 2, but instead of harping on what went wrong, they quietly applied what they learned in making those movies to their future films. But after Avengers: Age of Ultron, there was still one major character who felt a little ill-defined: Thor. In Thor he’s a Shakespearean figure; in The Avengers he’s a concerned brother with a surprising knack for quips; and in Age of Ultron he’s a man fond of hot-tubbing with otherworldly beings. Thor: The Dark World took the character to an overly dramatic place with mixed results, and so when it came time to make a third Thor movie, Marvel decided to try something they hadn’t done before: soft-reboot their own franchise. In the process — and with the help of a serious organizational shift at Marvel — they paved the way forward for even bolder storytelling. This is the story of how Thor: Ragnarok was made.

To get to the radically different Thor in Thor: Ragnarok, we must first consider not just the character’s depiction in the MCU, but also the career trajectory of Chris Hemsworth. The first Thor was arguably the biggest risk of Marvel’s Phase One — a true fantasy film that also had to be grounded in the tech-based superhero world of the MCU. Director Kenneth Branagh pulled it off by drawing parallels to Shakespeare and giving Thor a human girlfriend, but the character was still a bit stiff by the movie’s end. In The Avengers, writer-director Joss Whedon brought out Hemsworth’s innate comedic sensibilities to delightful results, but the character still had to ground the drama of the film as the brother of its tragic villain. By the time Age of Ultron rolled around, Thor was basically “Hawkeyed” in that sequel, forced to do busy work and spout expository dialogue meant to set up the Infinity Stones for the coming Avengers sequels. Still, Hemsworth’s excellent comedic timing shone through in bits and pieces, and outside the Marvel Cinematic Universe, the actor was eager to crack some jokes.

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Image via Marvel Studios

2015’s Vacation was Hemsworth’s first genuine comedic performance onscreen, and while the part was small, he made an impression. It also spoke volumes that the next year he agreed to play the secretary in the female-fronted Ghostbusters redo. A supporting, somewhat thankless role was not the most expected of moves from a superhero movie star, but Hemsworth made a meal out of it, and audiences and critics responded kindly. Behind the scenes, as Marvel readied a third Thor movie, Hemsworth was helping move the franchise in a new direction. One that would rework the character as something of a lovable doofus instead of a humorless god.

Work officially began on Thor 3 in January 2014, with Dark World co-writer Christopher Yost and former Marvel Studios executive Craig Kyle hired to pen the screenplay. Kyle had worked previously as SVP of production and development at Marvel, executive producing The Dark World. But while Dark World was a success at the box office and netted fairly positive reviews, its reputation waned quickly when it was followed by superior films like Captain America: The Winter Soldier and Guardians of the Galaxy.

In October 2014, Marvel announced the third Thor movie would be titled Thor: Ragnarok, referring to a comic book storyline that signaled “the end of all things.” The announcement was made at the same time that Marvel revealed plans for a two-part Avengers: Infinity War saga, leading many to believe Ragnarok might serve as a dark precursor to the major cinematic event to come.

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Image via Marvel Studios

Development continued, but by Summer 2015 Thor 3 still didn’t have a director despite Hemsworth and Tom Hiddleston having signed deals to return and co-star. That changed in October, when Marvel somewhat unexpectedly chose Taika Waititi to take the helm. Known for films like Boy and What We Do in the Shadows, Waititi had a more comedic sensibility that felt like an odd fit for the Thor franchise. But it was clear even at this stage that Marvel was thinking differently when it came to Thor 3, as the other directors in the running included Rawson Marshall Thurber (We’re the Millers), Rob Letterman (Goosebumps), and Ruben Fleischer (Zombieland).

As it turns out, despite having hired Yost and Kyle to write Thor 3 in 2014, at the time that Marvel was looking for a director a year later, they were still open to story changes. Marvel Studios president Kevin Feige explained how Waititi landed the Thor: Ragnarok job:

“On Thor: Ragnarok for instance, we shared with filmmakers the ten different ideas that we had for the movie, and that was not a movie, but was just sort of blue-sky thoughts. And then they would go away and come back and try and turn that into a movie. And Taika [Waititi] did a sizzle reel, which we don’t always encourage and oftentimes can be really terrible. You know, clips from other films. But Taika did a version [that was] amazing… and was scored to [“Immigrant Song” by Led Zeppelin]. So from the beginning, that song kind of defined what Taika was going to do with this. That it’s in the trailer, that it’s in the film - all from that first meeting, and from one of his first instincts of this movie, is very impressive."

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Image via Marvel Studios

Discussions were ongoing as to how to make Thor 3 different, and one key eureka moment came when they decided to team Hemsworth’s character up with Mark Ruffalo’s Hulk. Feige explained:

“We wanted to do something totally different with Thor. Chris Hemsworth really was like, ‘When do other Marvel players come in with me?’ … Definitely, [we] want Hela in the movie. Definitely wanted, of course, the continuing relationship with Loki. We had early ideas for Valkyrie. We were talking about Balder. We were talking about Beta Ray Bill, but, that’s not enough. But we were like, ‘We need something big.'

When the idea of Hulk came about, Marvel was in post-production on Age of Ultron, which ends with Hulk flying…somewhere. Initially, Feige told Whedon he couldn’t imply Hulk was going to space:

“We said, ‘Joss, we can’t do that because he’s not going into space and people are going to think we’re doing Planet Hulk because Umberto has some big hot scoop that we’re doing Planet Hulk, we can’t do it.’ He goes, ‘Well, what are you going to do?’ We said, ‘We don’t know.’ So, if you go back and look at that shot of the movie, he’s in the sky. It’s blue sky.”

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Image via Marvel Studios

When they decided Hulk would show up in Thor: Ragnarok, Feige had to eat crow:

“We would jokily call it Planet Thor for a while. I went, ‘You know what that means?’ They go, ‘What?’ I go, ‘That means Hulk went to space at the end of Ultron.’ So, I had to tell Joss. And this was a year after Ultron came out. It was kind of a big thing. We were like, ‘You gotta change it Joss, he’s not going to space.’ A year after I go, ‘Joss, guess where he’s going?’ ‘He’s going to space.'”

When Waititi signed on to direct Thor: Ragnarok, casting begun imminently. Cate Blanchett was hired to play the film’s villain Hela in December, and at the same time Stephany Folsom (Toy Story 4) was brought on to work on the screenplay—although she didn’t end up with any credit on the film, despite Marvel agreeing to a “story by” credit, because of an odd/dumb WGA ruling.

Eric Pearson was hired to further work on the screenplay, and even Waititi said he helped out on the screenplay a bit. It was very much an all-hands-on-deck affair, as all involved were essentially trying to reboot the character and franchise. Waititi explained his standalone approach:

“For me this is my ‘Thor One’. I’ve seen the other films and I respect them, but I can’t spend too much time thinking about this as a three-quel because then I’ll get tied up too much in respecting what went before and respecting what’s to come after. [Thor: Ragnarok] has to be a standalone film because this could be the only time I do this. I just want to make it [my] version of a Marvel film in the best way possible.”

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Image via Marvel Studios

Waititi drew inspiration from the John Carpenter classic Big Trouble in Little China, pitting Thor as a hero who “just wants his truck back”:

“I love heroes that really go through ordeals and then come out the other end completely changed. They come out the other side and they’ve been through the ringer. We do a lot to [Thor] in the film… To me, Ragnarok means stripping down the establishment and then building it up in a new way. ‘Ragnarok’ is what we’re doing to the character and to the franchise.”

When Pearson came onboard, there was one major story element that he decided to nix: a romance between Thor and Tessa Thompson’s Valkyrie:

When Pearson took over scripting duties from original writers Craig Kyle and Christopher Yost, Thor and Valkyrie had cozied up. “But we didn’t want to start from that place,” Pearson explained. “It was like, let’s give Valkyrie her own story that connects with Thor… and if it makes sense for them to get together, then great. You’ve got two really good-looking people who can fight and who’d probably be [good together] if the story went there, but it just didn’t. It became more about the mutual respect, and also dealing with her PTSD. She’s someone who’s drowning her sorrows in the bottle, and I just thought that was such a cool thing that you don’t often see in these movies: somebody dealing with extreme guilt and shame in a colorful, Taika Waititi[-directed] hilarious background.”

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Image via Disney/Jasin Boland

Filming on Thor: Ragnarok officially began on July 4, 2016 in Australia, but before filming began (and before the sets for Doctor Strange were torn down), Waititi successfully lobbied to let him shoot a scene between Thor and Doctor Strange (Benedict Cumberbatch) that would fit nicely into Rangarok and add some connective tissue between the two movies. The scene worked so well that a snippet of it was used as the post-credits tag for Doctor Strange, teeing up Thor: Ragnarok.

The production process for Thor: Ragnarok was unique for much of the cast, as Waititi boasted that as much as 80% of the movie was improvised:

"My style of working is I'll often be behind the camera, or right next to the camera yelling words at people, like, 'Say this, say this! Say it this way!’ I'll straight-up give Anthony Hopkins a line reading. I don't care… Mark Ruffalo would be finished shooting for the day, and he'd come up to me and he'd be like, 'Why have we not been fired yet? We are doing the most insane stuff in this film, so where's the phone call?'"

Additional photography further shaped the picture, and even Waititi himself wavered on the final runtime:

“My first cut was about two hours and 40 minutes… There was a time when it was going to be around 100 minutes. After Comic-Con, we decided to put lots of the jokes back in (laughs)… When I said it was gonna be 100 minutes, we were at about 100 minutes, we had just done our reshoots so we knew it was gonna come up from there, but there was a world where I thought, ‘Yeah it’s gonna maybe sit around 100 minutes, definitely no more than two hours.’ And now it’s two hours 10 minutes.”

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Image via Marvel Studios

Thor: Ragnarok was released in theaters on November 3, 2017, and it was a smashing success. Not only did it amass a whopping $854 million at the worldwide box office following a $122 million opening weekend, it garnered incredibly positive reviews. Critics raved about the film’s refreshing tone, colorful visual palate, and Hemsworth’s revitalized performance. It even boasted an incredible score by Mark Mothersbaugh, putting an end to Marvel’s streak of mostly forgettable original scores.

If Kevin Feige or the actors in the MCU were previously unwilling to speak openly about past failures, Thor: Ragnarok felt like a pretty strong statement. The film’s near-complete reboot of Thor — from his sense of humor to his haircut — is essentially an admission that the previous two movies didn’t really nail it, and it took someone like Waititi to bring Hemsworth’s charisma to the surface in the best way possible. It’s also impressive, upon reflection, that Waititi was given so much freedom to really rework and play around with Thor and the characters surrounding him. In contrast to the previous two Thor movies, Ragnarok is basically an ensemble piece, from Hiddleston’s Loki reprisal to Waititi’s scene-stealer Korg.

Thor: Ragnarok marked a significant shift in the Marvel Cinematic Universe’s approach to making movies, and the timing wasn’t coincidental. Prior to Thor: Ragnarok’s development, Marvel Studios was structured so that Kevin Feige reported directly to Marvel Entertainment CEO Ike Perlmutter, a famously wrongheaded figure who made brilliant decisions like limiting the number of Black Widow toys because “girl toys don’t sell well.” Moreover, Perlmutter had installed a “Marvel Creative Committee” made up of individuals who would give notes on Marvel movies in development. They famously suggested James Gunn ditch his 70s-infused soundtrack for Guardians of the Galaxy, and were reportedly a major reason why Edgar Wright decided to exit Ant-Man.

But in August 2015, Feige successfully reorganized the way Marvel Studios movies got made. He no longer had to report to Perlmutter, and instead would report directly to Disney studio chief Alan Horn. This meant no more meddling from Perlmutter, and after this restructuring, one of Feige’s first orders of business was to dissolve the Marvel Creative Committee. By October 2015, Feige had hired Waititi to direct Thor: Ragnarok, and that winter brought in new writers to work on the script. The creative freedom that allowed Thor: Ragnarok to be so dang weird was a direct result of this major organizational shift at Marvel in August 2015.

Thor: Ragnarok wouldn’t be the last radical new film in the MCU, as Feige and Co. kept pushing boundaries with greater risks and bigger bets on talented filmmakers, which would result in the studio’s first bona fide Oscar contender. Next week, we dig into the making of Black Panther.

If you missed my previous How the MCU Was Made articles, click the links below: