Iron Man 3 not only has to pick up where the events of Iron Man 2 left off, but also where The Avengers left audiences. And with the main cast – Robert Downey Jr as Tony Stark/Iron Man, Gwyneth Paltrow as Pepper Potts, and Don Cheadle as Rhodey/War Machine – in place and the audience ready for a continuation of the story, Iron Man 3 thrown in a couple of new villains including The Mandarin played by Sir Ben Kingsley. Together to chat about the much-anticipated action film directed by Shane Black (Kiss Kiss Bang Bang), Downey Jr, Paltrow, Cheadle, and Kingsley talked about what’s happening with their characters in this latest Iron Man movie.

Robert Downey Jr, Don Cheadle, Gwyneth Paltrow and Ben Kingsley Press Conference

Gwyneth, can you talk a little about the gradual transformation of your character, especially in this film where she really comes into her own?

Gwyneth Paltrow: “I feel really, really lucky that I got to play Pepper for that reason, because I think that very rarely do you start at one such 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 love that it was very specific, and to get all the way to where she is at the end of the trilogy, you know, it was a big transformation. And one of the things I think I love most is that she really steps into her power in all areas, and you do see her as a very intelligent, articulate C.E.O. You see her now in an equal relationship with Tony, where she wants her needs met as well, while still remaining very supportive women in his life – and then of course she turns into a superhero, or sort of. But it was a great transformation, and I felt really lucky to be a part of it.”

Robert, what was your biggest challenge with number three?

Robert Downey Jr: “I think the big challenge this time was these movies are only ever as good as their bad guys and in addition to what we wanted to have happen with Pepper and the arc that she got that was kind of overdue, is I really wanted it to feel like Tony and Rhodey last time decided that he wasn’t an island and there was this kind of power of their partnership, and that expanded in The Avengers. So really all that was left was: movie’s only as good as its bad guy. Once we cast Sir Ben, half our troubles went away. Then the other half had to do with executing this very peculiar and awesome arc.”

Were you happy with the interaction with the kid and working with Ty Simpkins?

Robert Downey Jr: “Ty Simpkins is great and I think we’ll be seeing a lot of him. Shane Black had this idea, this kind of Capra-esque departure. I mean, a lot of things in Iron Man 3, I think we all knew we were taking risks and we were out of what would have been the familiar territory. His idea of a superhero running into a little kid in the heartland of America, I think, wound up being a wise choice and kind of a calculated risk.”

Sir Ben, The Mandarin is a unique villain. How much of the Mandarin’s personas were in the script and how much were your invention?

Ben Kingsley: “It’s all in the script. Drew and Shane presented us with a wonderful document. There’s 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 and it was all there. I try to give the Mandarin in his little broadcasts a rather unnerving sense of righteousness and make him more a terroristic patriarchal and that’s where the timbre of where he comes from and his weird iconography was disconcerting, and completely scatter any expectations of where he might be coming from. Again, the line that you will never see me coming, it sort of voices that unpredictability that he has. It’s a great script. It was a wonderful read and we stuck very closely to it.”

Don, can you talk about working with Robert again?

Robert Downey Jr: “Well, first I’d like to offer a counterpoint to what Sir Ben said because once we let him off the chain, we found that he was a glorious improviser. And a lot of the ideas, without giving away his character arc, were just flowing out from what was written. Again, Drew and Shane had a good document. The story was really good. The twists were really good but I would leave it to my other costars to describe what working with me on most of our other scenes were like. They got used to it and they’re great at it. Don?”

Don Cheadle: “Do you want me to say what you paid me to say or just… No, it was great to come back this time around. Shane almost coined and really put a stamp on these sort of buddy action movies where I was clearly in the pocket with Robert. It was great to see the whole movie put together in the end 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 guys were doing over there.’ I saw Sir Ben twice on the set. It’d be great to have another bite of the apple personally, for me, to mix with these guys a little bit more but we had a ball, and Robert is a prince as you all know.”

Do you prefer Iron Patriot or War Machine? How do you think Rhodey has evolved in the third installment?

Don Cheadle: “Well, the Iron Patriot is about three kilos heavier so I prefer War Machine. But this iteration of the film really…something that Robert and I talked about after the second one, he came to me and said, ‘No, let’s try and really kick this relationship off and really try to see who these guys are.’ 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. Like, I was a big kid being able to play with the best toys. So I think you see the relationship is strengthened in this one and it sort of pays off on the promise that I think was made at the end of Iron Man 2 in the Japanese garden where these guys really started busting each other’s chops back to back. They’re friends but they still really help balance one another, and I thought that really came to fruition in this one.”

There’s a finality to this movie but you know you’ll never get rid of this character. How are the negotiations going for 4, 5 and 6?

Robert Downey Jr: “I’m not at liberty to discuss that. I do want to say that our stunt coordinator, Mark Rounthwaite, came to me at one point and he said, ‘You see how Don just rolled through the room, fired off all those shots, did all those things in that style and he went exactly where he’s supposed to go?’ I said, ‘Yeah, what are you getting at?’ ‘Nothing.’

The future, as usual, is uncertain and I think the great thing is 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.”

Where do you see Iron Man going next emotionally? Don, do you prefer being in the suit or out of the suit more?

Don Cheadle: “Do you even remember the first one for you?”

Robert Downey Jr: “I seem to have wound up with two glasses of water in front of me so I’m absolutely out of my mind.”

Don Cheadle: “I prefer being out of the suit. The suit is great and it’s great to be able to achieve all the things that we want to achieve with CGI and motion capture and all that, but like I said, I had the most fun running around with Robert and us actually physical going after it, so that’s mine.”

And Robert?

Robert Downey Jr: “Yeah, I don’t know. It’s funny, these things tend to come out of creative discussions. There’s always something when we’re shooting, we’ll say, ‘Oh, wouldn’t it be great…?,’ but a lot of those things have kind of come true already. I was always saying 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 and all that stuff. It’s kind of like the wish fulfillment happens pretty quick in the Marvel universe, so I don’t have any particular goals with it right now.”

Was spending a lot of time out of the suit positive for you? Gwyneth, we have seen your transformation – any chance of you being part of The Avengers?

Robert Downey Jr: “What studio do you work for?”

Don Cheadle: “I think you want to ask me if I want to be in The Avengers. Weren’t you in The Avengers already? There it is, public opinion.”

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

Robert Downey Jr: “And she marries Happy Hogan.”

Gwyneth Paltrow: “Aw, yeah.”

Robert Downey Jr: “That might be for the adult channel.”

This film has the odd distinction of being a sequel of two different films, Iron Man 2 and The Avengers. Could talk a little bit about the challenges maintaining all those different storylines and converging them in this one film? And was this a more back-to-basics tone with Tony stripped down?

Robert Downey Jr: “It’s a complex thing. The folks who aren’t here, Kevin and Shane, they’re the ones who really had to hammer out where do all these strings go and how does everything move when you pull it.”

Gwyneth Paltrow: “But if I can interject…”

Robert Downey Jr: “I wish you would.”

Gwyneth Paltrow: “Thank you. You know, the truth is that these movies work because Robert plays Tony Stark. Not only because of the similarities in their own lives and not because of his specific brand of vulnerability, and strength, and humor, and all those things. But because, you know, Robert has a really 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 and everything, but I think one particular strength of Robert’s that we don’t see on screen is the fact that he is 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 and they’re not like a weaker carbon copy of the one before.”

Don Cheadle: “Yeah, I agree with that. That’s true.”

Has wearing the suits gotten any easier?

Don Cheadle: “Well, I know in the second one Robert, when he was putting his suit on and just had the top of it on, and I was putting mine on, he said, ‘Yeah, I told them from 1 to 2 that they really had to make these changes and this is a lot more lightweight.’ I was like, ‘Mine weighs 7,000 pounds. What are you talking about, lightweight?'”

Gwyneth Paltrow: “These guys are wimps, okay? The suit is not that bad.”

Don Cheadle: “She never put it on. She was in CGI.”

Gwyneth Paltrow: “I do wear the suit.”

Don Cheadle: “You didn’t wear my suit.”

Robert Downey Jr: “I admit we’re wimps. In Iron Man 2, Don’s suit was so hard to even pick up, and the hardest thing about this stuff, again any of this CGI stuff, Ben was essentially in special effects makeup the whole time. He would just come on the set and we’ve all had these moments but you always wonder where your lot is going to come grab you and Don has definitely had for some reason or another, I promise you, my dearest brother, I’ll never allow that to happen to you again.”

Don Cheadle: “Robert said, ‘Shouldn’t he have something else on there?’ It was fun.”

Robert Downey Jr: “And Gwyneth by the way, she did come in and she was having a ball and her kids were there and she was in rockin’ shape so it was all nice and easy. I think she wore it once or twice. It’s an accumulative issue.”

Don Cheadle: “Thank you. Thank you.”

Robert Downey Jr: “You’re welcome.”

When you’re creating a superhero movie like this, do you give any consideration to what you want children to get out of a superhero movie?

Robert Downey Jr: “Well, sure.”

Don Cheadle: “I think, especially with the events of the last week, we’ve been asked a lot, I’ve been asked a lot anyway about if there are any sort of allusions between what’s happening in the real world and what’s happening in the film. Are we trying to make a statement? And clearly this movie was in the can before anything happened, transpired in the last week. But as Robert mentioned earlier, 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 sensitivity that wasn’t there before or some deeper understanding, that’s some ancillary byproduct that we couldn’t have anticipated. I couldn’t have anyway. We’re really trying to give people, I think, the ability to go into a darkened room and have a couple of hours of just pure enjoyment. If anything else happens outside of that, that’s an unintended consequence – but one that’s a happy one.”

Robert Downey Jr: “And I think Sir Ben will find this really interesting to have an entire generation of just moviegoing folks, but also just kids identifying Sir Ben with this character/characters he’s played. But I think you know this, once you have that kind of feedback, it’s not like you don’t figure that into what you’re doing. And Disney acquired Marvel but Marvel’s already mindful of this stuff. These aren’t those kind of ‘PG-13 bordering on how did this ever get past the ratings commission’ movies. We’re really thoughtful about this stuff and I think even in your character’s transition, there’s something about it that allows air to be taken out of the darkness.”

Ben Kingsley: Also, to pursue Gwyneth’s point, it does come from Robert. Whatever the concept, whatever we see, there’s always a quest for sincerity, a quest for the genuine, 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 series, will always be based in, ‘Where is the sincerity in the film, in the scene? Where is its heart?’ And I think that will appeal to children of all ages.”

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

Robert, since the aftermath of New York had such an impact on Tony, what was your take on how much you could refer to that movie, how much we wanted to hear about what happened in The Avengers and how much Tony doesn’t want to talk about it?

Robert Downey Jr: “Again, we just wanted to play with that in kind of a binary way. It’s weird when a movie that’s connected to another doesn’t reference that movie at all. It seems like we were so busy trying to make our thing work, we didn’t have space. So I think it would lack confidence if we didn’t. I thought it’d be helpful, I just liked 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 going, ‘Ugh, 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 we would just look at the bigger picture of this now continuance of stories, and I was reading this morning about the new Thor and I’m like, ‘Oh wow, oh…’ You just kind of plug things in like an operator. It’s like, ‘You know what? That fits in here real nice.’ Again, we’re always aware, even more so. Jon Favreau on the first Iron Man, we went out to Comic Con and he had a flip phone in his hand and he goes, ‘This is how it’s working from now on.’ The filmmakers, the artists, the department heads, they’re all showmen and the audience is talking back and they’re going to ask you that question. In the post-Avengers world, what is it like for Tony? So you kind of have to have thought about it and you have to have addressed it creatively.”

Robert, could you please talk about your creative relationship with Shane Black and what he brings to this?

Robert Downey Jr: “Yeah, well I think it would be nice to go down the row here and just use describing words or anecdotes. I’d like to say we’re night shooting, and he would tend to, when they cut, he would run somewhere because it’s the only time someone couldn’t ask him a question was if he was in a full out run. And he ran across the street, the next thing I knew he was sitting down on the sidewalk. There was a cable in front of where we were working. He had hit it at such a clip that it had thrown him on his side, dislocated…”

Gwyneth Paltrow: “This is not a funny story.”

Don Cheadle: “It’s kind of funny. It’s a little funny.”

Robert Downey Jr: “He’s fine.”

Don Cheadle: “I thought it was hilarious.”

Gwyneth Paltrow: “No, he had cracked ribs and he was all bloody.”

Don Cheadle: “Oh my God, it gets better.”

Robert Downey Jr: “…anyway. By the way, forget what you asked. Here’s what I’m saying. Sir Ben is correct in some way and I’ve tried to be some sort of guiding light. Every bit as often I would go to set and Gwyneth would be like, ‘Oh my God, what are we doing? What is this scene again? Shouldn’t Pepper…,’ and she always points True North. Jon said from the first time, she’s the heart of the movie. This time, I’d be working with Don, you’d be like, ‘You know that thing where you say something funny and I say something and then you answer it and we do that?’ I go, ‘Yeah, yeah, yeah.’ He goes, ‘Could we not do that for once?’ And I was like, ‘Oh yeah, yeah, great idea.’ So there was a lot of give and take. Back to Shane. I can’t tell my story so I’ll let the others speak.”

Gwyneth Paltrow: “I think the thing is, at least I can only speak for myself, when I started Iron Man 3 I was very uncomfortable with the fact that Jon wasn’t there directing and I felt that Jon cast the movies and he is responsible, in part, for The Avengers. And I know lives, and everyone is busy, but it was weird that he wasn’t there directing. But as we went on, I really warmed to Shane and his terrible outfits. He is so sharp, he is so smart, and his dialogue is 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. I think it really shows in the film. I think Shane is really super talented and he brought something. He took it up a notch, which was really difficult to do so I ended having an incredible amount of respect for him.”

Ben Kingsley: “I only remember him being in one terrible outfit. I don’t remember plural outfits.”

Don Cheadle: “But Ben, how bad was that one? It was so bad.”

Ben Kingsley: “He has a great attribute as a director, one of many great attributes is that the director will give you the role and then he will let go. This is a wonderful quality that he has. 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. Shane had 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.’ It’s a really good energy to have on the set.”