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IRON MAN PRODUCTION NOTES

The following production notes were created by Paramount Pictures for the upcoming theatrical release of IRON MAN. The text is © 2008 Paramount Pictures. MARVEL, and all Marvel characters including Iron Man are © 2007 Marvel Characters, Inc. Paramount Pictures and Marvel Entertainment Present Marvel Studios` soaring action-adventure IRON MAN, the story of billionaire industrialist and genius inventor Tony Stark (ROBERT DOWNEY JR.). As CEO of Stark Industries, the U.S. Government`s top weapons contractor, Tony has achieved celebrity status by protecting American interests around the globe for decades. Tony`s carefree lifestyle is forever changed when his convoy is attacked following a weapons test he oversees and he is held hostage by a group of insurgents. Injured by lifethreatening shrapnel embedded near his already weakened heart, Tony is ordered to build a devastating weapon for Raza (FARAN TAHIR), the mysterious leader of the insurgents. Ignoring his captors` requests, Tony uses his intellect and ingenuity to build a suit of armor that keeps him alive and enables him to escape captivity. Upon his return to America, Tony must come to terms with his past and vows to take Stark Industries in a new direction. Despite the resistance from Obadiah Stane (JEFF BRIDGES), his right-hand man and top executive, who has taken over the reigns of the company in his absence, Tony spends his days and nights in his workshop developing and refining an advanced suit of armor that gives him superhuman strength and physical protection. With the help of his longtime assistant Pepper Potts (GWYNETH PALTROW) and his trusted military liaison Rhodey (TERRENCE HOWARD), Tony uncovers a nefarious plot with global implications. Donning his powerful new red and gold armor, Tony vows to protect the world and right its injustices as his new alter-ego, Iron Man. Paramount Pictures and Marvel Entertainment Present A Marvel Studios Production in Association with Fairview Entertainment A Jon Favreau Film IRON MAN starring Robert Downey Jr., Terrence Howard, Jeff Bridges, Shaun Toub and Gwyneth Paltrow. IRON MAN is directed by Jon Favreau from a screenplay by Mark Fergus & Hawk Ostby and Art Marcum & Matt Holloway. The film is produced by Avi Arad and Kevin Feige. The executive producers are Louis D`Esposito, Peter Billingsley, Jon Favreau, Ari Arad, Stan Lee and David Maisel. The director of photography is Matthew Libatique, ASC. The production is designed by J. Michael Riva. The film is edited by Dan Lebental, A.C.E. The visual effects supervisor is John Nelson. The visual effects and animation are by Industrial Light & Magic. The music is by Ramin Djawadi. The music supervisor is Dave Jordan. This film has been rated PG-13 for some intense sequences of sci-fi action and violence and brief suggestive content.

THAT'S (MARVEL) ENTERTAINMENT

With a library of over 5,000 characters, Marvel Entertainment, Inc. is one of the world`s most prominent character-based entertainment companies. Marvel`s operations are focused on utilizing its character franchises in licensing, entertainment, publishing and toys. Marvel Entertainment`s areas of emphasis include feature films, DVD/home video, consumer products, video games, action figures and role-playing toys, television and promotions. Rooted in the creative success of over sixty years of comic book publishing, Marvel has successfully transformed its cornerstone comic book characters into blockbuster film franchises. Marvel Studios` Hollywood renaissance has been nothing short of spectacular, with record-breaking franchises such as Spider-Man, X-Men and The Fantastic Four, resulting in a string of eight consecutive #1 box office openings. Since 1998, Marvel films have grossed over $4.9 billion worldwide at the box office, firmly establishing itself as one of the top entertainment brands in Hollywood. David Maisel, Chairman of Marvel Studios, explains why Marvel has been so successful in adapting its comic book characters to the silver screen. Our films are as much about the man as the superhero. We cast great actors who will appeal to both kids and adults. We set our films up to appeal to everyone. Over the past seven or eight years we have had great luck in combining unique and original talent with our spectacular world-renowned characters, adds IRON MAN producer and Marvel Studios president of production Kevin Feige. We`ve been very fortunate that with the Marvel brand, we have been able to attract talented filmmakers as well as the best technicians, visual effect supervisors, cinematographers and visual effects companies in the world, which has resulted, we believe, in the best kind of genre mega-event summer pictures out there. In 2007, Maisel spearheaded Marvel`s announcement to self-finance a slate of ten films which would begin with the 2008 releases of IRON MAN and THE INCREDIBLE HULK, as well as the development of such titles as CAPTAIN AMERICA, THOR, and ANT MAN. One of the original Marvel Comics, Iron Man has enjoyed a long and prosperous run dating back to the characters` first appearance in the Marvel comic Tales of Suspense in April 1963. Created by Stan Lee, Larry Lieber, Don Heck and Jack Kirby, Iron Man`s alter ego Tony Stark was inspired partly by the personality of the late American icon Howard Hughes.

Howard Hughes was one of the most colorful men of our time, says executive producer Stan Lee. He was an inventor, an adventurer, a multimillionaire, a ladies` man and, finally, a nutcase.

Lee continues, What triggered me to create a character like Iron Man was that I wanted to do something different than the usual super hero. In 1963, Iron Man was all the things that young readers in those days didn`t really care for: he was an industrialist and created war machines. I thought to myself, I`m going to make these kids like him by making Tony Stark a rich, glamorous, handsome, interesting guy. I also gave him a weak heart so that he would have one thing about him that made him less-than-perfect and would also give the readers something to worry about. The response to the character was amazing and, of all the Marvel characters, Iron Man received more fan mail from female readers than any other property. People of all ages connected to the human side of the character. A unique and vastly popular character in the Marvel universe, Iron Man is the only self-made superhero whose superhuman strength and abilities come from the powered suits of armor created from the genius mind of Tony Stark. In the comic book world, Iron Man stands proudly alongside Spider-Man, The XMen and The Fantastic Four, says producer Kevin Feige. It`s been that way for decades and Iron Man really connected to readers because he`s not a mutant, he wasn`t transformed at a biological level and wasn`t bitten by any sort of genetic insect. He simply is a man who has used his genius to build an armored suit, which is essentially the greatest piece of human ingenuity ever invented. It was the superhero`s decidedly flawed character and flashy playboy lifestyle that made the Iron Man comic ripe to be the next Marvel franchise and first film under the company`s new Marvel Studios banner. Iron Man is an interesting character for us, adds producer Avi Arad. We`ve done superpowers very well with Spider-Man` and the X-Men,` but what makes the property so adaptable for a movie franchise is that it`s a story that deals with social issues and the world we live in today. It`s about redemption and a man who has a hero in him, but it takes a set of dire circumstances to bring that out. Marvel has a terrific history of successfully bringing comic book characters to life, and IRON MAN is the next logical step, injects executive producer Peter Billingsley. It`s Marvel`s first venture into fully financing a film and they have invested a lot of time and care developing this

potential franchise. The title has been around for a long time. It has a rich history with 40 years worth of story lines to explore.

FAVREAU AT THE HELM

Marvel was faced with the challenge of finding a director who could not only handle the technical aspects of executing a large-scale action film, but more importantly could infuse the story with the human element that so dominated the comic book characters. For the creative team at Marvel, the potential list of directors began and ended with Jon Favreau, who had previously directed the films MADE, the blockbuster comedy ELF and the critically acclaimed sci-fi adventure ZATHURA. We got to know Jon when he played Foggy in DAREDEVIL, recalls Avi Arad. I liked all the movies he directed, but I was most impressed with ZATHURA. So many of my friend`s kids saw that film five or six times and I kept hearing how much they loved it. Jon is a great storyteller and smart filmmaker with a deep love and appreciation for the Marvel brand and Iron Man character. Also, Arad continues, to pull this film off we really needed a director who was tuned in to what was going on in the world today, both politically and socially. Jon possessed all of these characteristics. For producer Kevin Feige, Favreau fit perfectly into the stable of great storytellers who made the leap to action blockbusters courtesy of Marvel Films. Jon fits the mold exactly of the kind of director we like to hire for our films. He`s done great movies in the past, but this one has the biggest canvas by far. When you have a filmmaker who has the vision and the passion like Jon does, and can bring his unique sense of character to this grand spectacle, you know you`ll end up with a Marvel movie that is a cut above the rest. For Favreau, the chance to create a new superhero for the screen was one that he couldn`t pass up. I grew up reading Marvel Comics, he says. It`s an exciting challenge to direct IRON MAN because he`s the biggest character in the original pantheon of the Marvel universe who has never had a movie made about him. I come from the independent film world, and what I like to think I bring to the table is the ability to tell a story in a simple, relatable way that brings out the humor in situations, as well as the humanity of the characters. One of the great assets of Marvel Comics is that the heroes are very human and flawed. Marvel began when the iconography of the superhero was larger-than-life. They were usually flawless paradigms of integrity. But Marvel changed the landscape by creating superheroes with their own shortcomings and a recognizable humanity that is enjoyable and interesting to explore.

For executive producer Billingsley, a longtime friend and colleague of Favreau`s who has served as a co-producer on MADE and ZATHURA, adapting IRON MAN played into all the director`s filmmaking strengths. Jon came aboard on IRON MAN while the script was being developed. Since the Iron Man comic books offer such a vast amount of plots and storylines, it`s easy to get lost among the myriad of options available, observes Billingsley. But in all the previous films Jon has written and directed there is one common denominator ­ strong, compelling storytelling. With Favreau signed onto the project a year before principal photography was to begin, the director began the long and arduous task of guiding the development of a screenplay based on a Marvel character who had been in existence for over 40 years, with a wealth of available stories from the more than 600 issues published over the years. What separates IRON MAN from a lot of the other superhero films is that there is just as much emphasis on story as there is on action, notes Billingsley. Jon was given the responsibility of coming up with the best notion of what the story would entail and he really carried the burden of birthing this comic book franchise into a film franchise. Screenwriters Art Marcum & Matt Holloway worked with Favreau in hammering out the first few drafts of the script, with Academy Award- nominated screenwriters Mark Fergus & Hawk Ostby brought on later for subsequent drafts. From the start, the filmmakers agreed that the film would concentrate on the origin of Iron Man. The birth of a hero is something that is highly enjoyable for audiences to watch, says producer Feige. You don`t want to delay that too long into the story. The development of a superhero has provided some of the most memorable moments in any of our previous films. IRON MAN is no exception. When you`re creating the origin story of a superhero, you have certain critical responsibilities, one of which is showing how the hero came to be, adds director Favreau. This can be a burden, but it also gives a filmmaker the opportunity to allow the audience to become the hero alongside the main character. I personally have the most fun as a viewer when I witness the learning curve of the superhero. Favreau continues: When we were developing the script and coming up with ideas for the structure of the story, there was a natural tendency to want to get the character right into action with the suit and to fight but, for me, the more engaged you are in the story, the more interested you will eventually be in those set pieces and the more gratifying those sequences will be to the audience. In writing the script, we made sure to spend time with the character as he is discovering the technology, refining the suit and learning how to use it. Another task for the filmmakers was updating the origin story to the present day. In the origin story of the Marvel comic, Tony Stark was an anticommunist hero who was shot down and captured while visiting Vietnam to observe his new mini-transistors that were being used to assist the U.S. war effort.

The origin story had to be redeveloped to reflect new technology and the changes in the political, social and economic landscapes in the world today, says Favreau. What Stan Lee wrote as science-fiction back in the 1960s is currently modern science. We have become so advanced in our technology that things you can buy in a drugstore now would have been the subject matter for a sci-fi film back in the days when Iron Man first entered the Marvel universe. The character of Tony Stark was a larger-than-life character with a conflicted nature who finds his true purpose when he becomes Iron Man. We wanted to keep the basic origin story structure, but tweak it so that it reflected the present day. For the writing team of Fergus & Ostby ­ Academy Award nominees for best adapted screenplay for CHILDREN OF MEN ­ one of the challenges in developing the screenplay was that, although the character of Iron Man had legions of fans in the comic book world, the property had not crossed over into mainstream pop culture, and required a story that would satisfy hardcore genre fans as well as audiences who had never been exposed to the character. Fergus found his moment of clarity in the writing process courtesy of Favreau and Billingsley. Early on in one of the writing meetings with Jon and Peter, we sat down and just asked, If we had to boil this movie down to one sentence what would that be?` recalls Fergus. After a few deliberations we came up with IRON MAN is a story about a man who finds his heart.` The idea behind a movie should always be something you can really boil down to a singular theme that is easy to understand. When you break down the character of Tony Stark, he really is a man who learns to feel and connect and to accept responsibility for his role in the world. Tony Stark is a good-looking, charming guy who enjoys fast cars, big parties and beautiful women, says producer Arad. He is also an extremely brilliant scientist, inventor and weapons manufacturer. He is having way too much fun living his James Bond-like lifestyle to consider that what he does actually has profound global implications.

THE CASTING PROCESS

With screenwriters Fergus & Ostby continuing to refine the screenplay under Favreau`s supervision, the filmmakers began the search for an actor who could capture the essence of the larger-than-life leading character, billionaire industrialist and consummate playboy Tony Stark. Tony Stark is a figure that is famous and has a lot of notoriety both positive and negative, explains Favreau. His face has been bannered in newspaper headlines many times before he ever becomes Iron Man. He`s been involved with weapons manufacturing for years but suddenly realizes the ramifications of what he does for a living. It`s like waking up one day and

realizing you`re a bad guy when you always thought you were one of the good guys. On the surface he seems to have it all, but Tony Stark is a very complex character who goes through an internal crisis in the film.

In casting the role of Tony Stark, the filmmakers went against the grain in casting Academy Award-nominated actor Robert Downey Jr. Robert Downey Jr. wanted to play Tony Stark as much as I wanted him to play the character, recalls Favreau. He wasn`t the most obvious choice from a studio`s point-of-view, but Marvel gave me the freedom to cast the best person for the role. In Marvel movies, the superhero image is the big star and they`ve had a lot of success in the past when they`ve hired people who were strong, interesting actors, and relied on the name of the brand itself to be the rallying cry from a commercial standpoint. This allows you to attempt to make the best movie possible, and when Robert Downey Jr. came on board he became a true partner creatively. For Downey, the chance to play Tony Stark and slip into the red and gold armor was a childhood dream come true. I`m an American. I love Marvel Comics and grew up reading Iron Man and Spider-Man, affirms Downey. I have always been drawn to Iron Man because he had amazing ingenuity and intelligence. Superheroes are great, but superheroes who manufacture weapons and then build a suit of armor that they wear and can fly around in makes for the ultimate nerdgasm,` he laughs. On a more serious note, Downey continues: He`s someone who`s conflicted for the right reasons, and who doesn`t recognize his potential until he starts to live in accordance with a moral code; it`s a great time-honored theme. For producer Kevin Feige, Downey fit into Marvel Studios` formula of casting talented actors who truly embody the characters they play. Tony Stark is a unique comic book character with several different layers, explains Feige. He is flawed, but also brilliant, funny, extremely talented and likable. When you talk about talented actors in Hollywood, you inevitably wind up talking about Robert Downey Jr., one of the best actors of his generation. I couldn`t be more excited to have him in this film. When you combine Robert`s acting ability with the adventure and spectacle of the comic book genre, you end up with something that is bigger than the sum of its parts. Casting Robert just felt perfect, adds screenwriter Fergus. It`s aslightly off-beat choice, but Marvel has a cool and visionary way of casting its films. When the casting is announced, people usually react with, oh that`s interesting,` and then it turns out to be more than interesting. It

turns out to be perfect and people can`t imagine anybody else in the role. Marvel`s really adventurous like that and I think that audiences really appreciate it. For Downey, who was actively involved in the creative development of the film and script, the days of preproduction also included an intense regimen of weight training and martial arts in order to prepare him for the physical demands of playing the character. About a year ago I decided that I really want to put on some size, which isn`t easy when you`re approaching 40, observes Downey. I felt that if I was ever going to do a movie like IRON MAN, I had to do it quickly before it became embarrassing being the guy in tights with the flabby body. The first thing I did was tons of strength training, because I`m not a kid anymore and you must first get your tendons, bones, and subcutaneous muscles strong enough to deal with the weight you`re going to be lifting. It was really about survival for me, and all the hard work in preproduction wound up giving me the strength to do the movie. Favreau was impressed with his lead actor`s hard work in the weight room. Robert really went the extra mile and trained heavily to make his body look the way it should to play a superhero, says Favreau. He took the role very seriously, not just in the physical sense, but also in his understanding of what made the character tick. He found a lot of his own life experience in this character and he had a firm understanding of the role and the film before we started shooting. With Downey busy preparing for his starring turn in the film, the filmmakers focused their attention on casting the film`s other central roles. In the film, as the leading manufacturer of weapons, Stark Industries has enjoyed a long and prosperous relationship with the United States Government and the Air Force`s leading military advisor, Lt. Colonel James Rhodey Rhodes. Following a successful military weapons demonstration in the Middle East, Rhodey and Tony Stark`s convoy is attacked by a group of insurgents. During the intense battle, Tony is wounded by shrapnel and captured. Although the Department of Defense gives up its effort to find him after a few months, Rhodey refuses to stop searching for his lifelong friend and confidant. In IRON MAN, Rhodey is played by Terrence Howard. An Academy Award nominee for his role in HUSTLE AND FLOW, Howard jumped at the opportunity to perform opposite Downey. Getting the chance to work with Robert Downey Jr. attracted me to the role more than anything else, reveals Howard. I first saw him in WEIRD SCIENCE and thought he was hilarious, and then when he did CHAPLIN I realized he was a genius. For Downey, the feeling was entirely mutual. First of all, Terrence Howard looks great in an Air Force uniform, laughs Downey. Terrence is a top-drawer actor and it`s no mistake that he has become such a sensation over the last few years. One of the definitions of a genius is someone with a lot of character and we really needed a strong spirit to play Rhodey. Tony Stark is such a dynamic character that if Rhodey was merely his sidekick

it wouldn`t work. Rhodey had to be his equal. As Howard sees his character, Rhodey is a Lieutenant Colonel in the United States Air Force who acts as a liaison between the acquisitions department and Stark Industries. He gets a lot of grief for not going into the private sector, but Rhodey is the one guy who is always there to protect Tony`s interests, often times against his own better judgment. Tony`s other trusted ally is his crafty executive assistant Virginia Pepper Potts, an indispensable part of the eccentric Stark`s life. Never one to shy away from an argument, Pepper is always there to put out the fires that Tony often leaves burning in his wake. The filmmakers knew they`d scored a major coup when Academy Award winner Gwyneth Paltrow decided to take on the role. Casting Gwyneth as Pepper Potts was really an inspired choice and we all felt extremely blessed that she accepted the part, says executive producer Louis D`Esposito. She is such a fantastic actress and from the first time we watched her in the room with Robert, it was electric. For Paltrow, the decision to join the cast of IRON MAN was an easy one. I grew up with Marvel comics around the house because my brother loved Spider-Man from a very young age, but I had never been in a film of this size or scope. When I heard Robert Downey Jr. was playing Iron Man and that Terrence Howard was also in it and Jon Favreau was directing, I said I`m in.` In the comic, Pepper Potts is Tony`s secretary who fawns over him a bit, explains Favreau. We wanted to update the role based on Gwyneth, who is sharp, poised, and classy. Pepper Potts keeps Tony in line and on track, and organizes his life. There is a yin and yang between them that culminates in a bit of a romantic tension. We wanted to explore that dynamic a bit, because it really wasn`t necessarily fully defined in the original comic. There definitely is an underlying sexual chemistry between Tony and Pepper, but it`s more about what they don`t say than what they don`t do with each other, observes Paltrow. Pepper is the closest person in Tony`s life and is really his lighting rod. She protects him, takes the hit for him when he screws up and keeps him on time and as responsible as she can. Tony is a genius and is able to create all these amazing things, but, like many artists, he`s not very good with the pragmatic side of his life, and that`s where Pepper steps in and whips him into shape. When Tony Stark is captured and held prisoner by an unknown enemy, the reins of Stark Industries are turned over to his top executive and right-hand man, Obadiah Stane. A confidant

and advisor to Tony`s father Howard Stark, Stane is a shrewd and calculating businessman who is willing to do whatever it takes to get the job done. To play Obadiah, the filmmakers cast one of Hollywood`s most successful and distinguished actors, four-time Academy Award nominee Jeff Bridges. As a child I was a big fan of comic books and one of the things that really made me interested in doing IRON MAN was Jon Favreau`s desire to make a film that was really grounded in reality, asserts Bridges. He wanted people to be able to watch the film and believe it would be possible for him to build a suit and maybe that could really happen. The actor continues: Obadiah is an interesting name, so I Googled it and discovered that it is the shortest book in the Bible. It`s only a couple of pages, so I read it and it`s all about retribution, of which there is a great deal in this story. I wonder if Stan Lee knew that or if it was just a total coincidence. Jeff Bridges was truly the first and only choice to play the part of Obadiah Stane, says Billingsley. He is such a tremendous actor, a chameleon in all the roles he has played over the years. He has an amazing body of work and we knew he would bring an intensity and realism to the role of Obadiah Stane. Billingsley`s words rang true when Bridges expressed his willingness to shave his traditional thick head of hair in order to look more like the comic book character. I`ve never shaved my head before, but I have always wanted to, reveals Bridges. I always thought that someday a part would come along and I`d have to do it. When I saw the comic book character, I said oh well, here is my chance to finally do it.` I spoke to Jon about it and he said we feel like you don`t have to shave your head.` I really wanted him to say, Oh yeah, you have to shave your head.` I had really long hair prior to this film so we kind of chipped away at it, took it down a few steps at a time until, finally, we took the plunge and shaved it all off, which instantly transformed me in an Obadiah-like way. When Jeff Bridges walked into my office after shaving his head and growing a beard, it was as if Obadiah Stane had walked out of the pages of the Iron Man comic and was standing before me, says producer Feige. The resemblance was uncanny. He could have pulled off the role with a different look, but the fact that he was willing to do whatever it took to become this character really spoke volumes about the kind of actor Jeff is and why you want to have him in your film.

When Tony is captured and held captive in a dark and cavernous cave in the mountains, he encounters another prisoner of war named Yinsen, played by the versatile Shaun Toub. A medical doctor, Yinsen, keeps Tony alive long enough for him to build an RT device that prevents the shrapnel from piercing his heart. Yinsen is a worldly man who speaks many different languages, says Toub. Although he originally comes from a very small town, he has traveled the world. When Tony Stark is brought into the cave, Yinsen operates on Tony and removes as much of the shrapnel as possible. The irony is that the shrapnel that remains in his chest is from a bomb that Stark Industries built. While Tony is secretly building a suit of armor in the cave, Yinsen must defuse the increasingly hostile Raza, the ruthless leader of the insurgents. Played by Faran Tahir, Raza has captured Tony and is forcing him to build a Jericho missile, Stark Industries` newest and most powerful weapon. Tahir, an avid Iron Man comic reader, explains his character`s motives for capturing a high value target like Tony Stark. Raza is part of a secret alliance and is given the assignment to abduct and kill Tony Stark, he says. Tony`s almost dead after the attack, but Raza makes a deliberate choice to have him revived because he is a valuable asset and he wants to get an incredible weapon out of him. If Raza can possess this weapon, his caché goes up so much that he can rule the entire region. Playing the role of Christine Everhart, a beautiful young investigative reporter, is Leslie Bibb. Tony Stark is interviewed by a lot of people, but there`s something about Christine that strikes a nerve in him, says Bibb. In the script, she becomes his moral conscience and lets him know This is what you`re doing and these are the results of what your company produces.` In her mind she sees Tony as a war profiteer, but at the same time she is completely smitten by his charm and charisma and can`t resist spending the night with him at his ocean-side mansion.

Rounding out the talented cast of IRON MAN is Sayed Badreya as Raza`s lead henchman Abu Bakar, Clark Gregg as government agent Coulson, Bill Smitrovich as Air Force General Gabriel and Jon Favreau as Tony Stark`s chauffeur Happy Hogan. With casting completed, the filmmakers reflected upon the extremely talented cast they had assembled for IRON MAN. I think this is the best cast that we have ever assembled for a Marvel film, claims producer Feige. Robert Downey Jr., Gwyneth Paltrow, Terrence Howard and Jeff Bridges are all Academy Award nominees or winners. This is an ensemble that you only dream about, but we were able to land all four of these extremely talented actors, which is really something special and Marvel couldn`t be happier. With IRON MAN, I really wanted to offer the human side of the story that is more in line with my sensibilities as a filmmaker, says Favreau. I would be thrilled to have our cast in a drama or a comedy, but to be able to have them in a bigger-than-life superhero film really offers the possibility to exceed people`s expectations. Superhero films have been very successful recently, but I really wanted to push the envelope and go for something a little bit more interesting, and having a cast like we do really affords me the opportunity to achieve that.

ABOUT THE PRODUCTION

With casting completed, the filmmakers made the decision to set the film in Los Angeles. With key locations that included Edwards Air Force Base, historic Movie Road in Lone Pine, CA and the Playa Vista Stages, director Jon Favreau explains his decision to make Iron Man a West Coast superhero. IRON MAN is an adventure that takes you around the globe, says Favreau. The character of Tony Stark is a guy who`s involved in the whole geopolitical landscape, which really opened up our world. I wanted to set this film on the West Coast even though the Iron Man comic is traditionally set in New York, as are all the Marvel superhero comics. I wanted a different look, so instead of having Iron Man flying between New York City buildings, we have the ocean and mountains of the West Coast in the film. I also felt shooting in Los Angeles tied in with the roots of the whole Howard Hughes influence and the history-of-flight aspect. Principal photography began at the Playa Vista Stages in Playa Vista, California, on the west side of Los Angeles. The stages would serve as home base for the production, with a majority of the film shot on two stages whose history can be directly linked to Howard Hughes. When we were looking for stages in Los Angeles that would be large enough for all the sets we had to build, we turned to the Playa Vista Stages, recalls Favreau. We thought it was really cool because it was Howard Hughes` old assembly factory and the place where the wings for the Spruce Goose were originally built. When you make movies, they take on a sort of mythic life of their own, adds executive producer Billingsley. It`s no coincidence that our sound stages are the two hangars where Howard Hughes worked. Hughes originally inspired Stan Lee when he was creating Tony Stark, and in this film the character is a real blend of wealth, genius and fame.

The first sequences shot on the stages took place in the cave set where Tony Stark is held captive and forced to build his company`s Jericho missile for Raza, the leader of a group of insurgents in the Middle East. Tony, against the advice of his fellow captive Yinsen, begins to build what will become the first suit of armor he wears in the film. Following his director`s mantra of keeping the film as authentic as possible, J. Michael Riva, who designed the production, was faced with the challenge of creating a set that looked and felt like a rugged cave in the mountains of Afghanistan. The really fun part about building the cave was dressing the set, explains Riva. When you`re locked up in a place for two or three months by terrorists, presuming that you`re not being water-boarded` the big question becomes how do you live? What`s the daily routine`? Now Robert, who has had some first-hand knowledge of what it`s like to be held captive, brought some of his own very revealing ideas to the cave dressing that made our job easier and gave it an authenticity ­ things like how to make tea with a sock and how you make a backgammon set out of nothing. We lived in the cave overnight before we started shooting to really feel it out. Riva continues: One of the things I discovered in my research of truly remote caves is how cold they really are. I saw some footage of a cave interior in Tora Bora, Afghanistan. In it, a Taliban fighter is being interviewed and you can see his breath. So I convinced Jon Favreau we should freeze` the set. We built an air conditioning system into the cave and had cold air coming out of the actors` mouths for days -- something everybody hates me for to this day -- but it was very effective and really showed the harsh contrast of being held captive-- especially for a billionaire like Tony Stark. Robert and the rest of the cast loved it. And so did Jon.

THE SUIT(S)

While the production was shooting the cave sequences, four-time Academy Award winner Stan Winston and his team of makeup and special effects artists were busy building all the armor Iron Man wears in the film. I worked with all the folks at Stan Winston Studios on ZATHURA and have been a fan of their work for a really long time, says Favreau. They`ve always been a wonderful collaborative group. It was a great opportunity to introduce Marvel to a whole new group of suit designers, and I was thrilled to be able to get Stan and his gang involved in a new movie franchise.

The minute we heard that IRON MAN was being made, we really went after it, admits Winston. I`m a big comic book fan and Jon Favreau really understands the concept of how to mix all the different technologies and do whatever it takes to make things work, rather than getting caught up in doing a movie that relies heavily on digital effects. The final design of these suits is quite amazing and I am confidant that it will be some of the coolest stuff this studio has ever produced. Prior to Stan Winston Studios beginning construction, Favreau describes the concept and design process that went into the creation of the different suits of armor. When I was first hired on to direct IRON MAN, the images I gravitated to were the Adi Granov illustrations and paintings from the recent `Extremis` series of Iron Man comic books. That one felt the most grounded in technology and was also the most dynamic. As we started to talk about design elements, Adi actually contacted me because he saw that I posted a lot of his images on the IRON MAN MySpace page I had set up. We started corresponding via e-mail, and he later flew to Los Angeles to help oversee the design process of the suits. I also brought in illustrator Phil Saunders and conceptual designer Ryan Meinerding, who were both very valuable in helping us refine the different versions of the Iron Man` suit. In the film, the first suit Tony Stark builds during his captivity is the Mark 1 armor. Originally called the Grey Armor in the early years of the Marvel comic, Favreau speaks about the process the filmmakers came up with for the suit`s concept design. I never fully believed that this suit could have been built in captivity, especially under the watchful eye of hostile captors. Conceptual designer Ryan Meinerding came up with the idea of building the suit out of materials that could have been scavenged from other Stark Industry weapons. He was able to conceptually imagine a suit that looked like a bit of a junkyard war weapon creation. It`s probably my favorite suit in the whole movie and most original in our film. Ryan is one of the best conceptual designers in the business, adds Phil Saunders. He did an amazing job of taking that iconic, sci-fi design of the very clean, boiler plate metal and making it something that really felt like it was made out of spare military parts and surplus equipment. You may notice that some of the back panels on the suit are less armored than the front. That really came from Tony`s idea that I need to get through this gauntlet of people by moving forward and there`s not going to be anyone behind me because I`m gonna be toasting everybody in my path.` So there really was a psychological concept that went into the armor for the character and how he put those pieces together. The responsibility of physically building the Mark 1 suit, as well as all the other suits in the film, fell squarely on the shoulders of Shane Mahan, suit effects supervisor at Stan Winston Studios. An employee at Winston`s for over 25 years, Mahan describes the process of building the Mark 1 armor. First of all, the designs provided to us for the Mark 1 were very strong. The concept was hunks of metal, parts of bombs, a complete hodgepodge of pieces. It was really a lot of fun to build, because it served two functions: it paid homage to the original comic book, and it also showed the evolution of Iron Man. We built the suit with the mindset of it being an escape suit that is like a powered human tank around his body.

Mahan continues, We also had to make the suit as light as possible without compromising its integrity, because we knew that we wanted to make sure that Robert and the stuntmen who were going to wear the suit and move around in it didn`t look awkward. The suit ended up weighing about 90 pounds because we had to make the internal structure sound enough so that it could withstand some hits without being crushed. We also constructed it to be worn in pieces so that Robert or a stuntman could wear the top half of the suit without the legs, which made it easier on the performers. The sturdiness of Mahan`s Mark 1 suit was unexpectedly put to the test early on when stuntman Mike Justice tipped over in the full suit and fell to the ground after shooting a take in the cave. When I saw Mike fall face-first to the ground, my heart jumped out of my chest, recalls Mahan. My first thought was, Oh no, I hope Mike is alright,` quickly followed by, Oh no, I hope the suit is still in working order.` We only had one Mark 1 suit so anything that happened to it would have to be repaired on the actual suit. Luckily for us, Mike was fine and the suit was not damaged and we continued shooting. For stuntman Mike Justice, falling to the ground wearing the 90-pound suit was all in a day`s work. The one thing you did not want to do is fall over in the Mark 1 suit because it was the heaviest and had a lot of components that could be damaged, says Justice. The biggest challenge with that suit was that you had very limited peripheral vision and could only see the ground directly in front of you. I was lucky when I tripped and fell over in that I resisted the natural instinct to put my arms out, or I probably would have broken my wrists. They just picked me up, dusted me off and we went back to work. For Downey, the first time he worked in the Mark 1 brought a newfound respect for his team of stuntmen. I`d been training all these years and thought I was pretty tough, but the first time I put on the Mark 1 suit, I almost had a personality meltdown, laughs Downey. I`m not claustrophobic, but after moving around in it for a couple of hours your spirit is kind of broken and you`re like, ok, time to bring in the stunt team.`

ON LOCATION

With the Mark 1 suit completing its successful debut in the cave sequences, the production moved north to Lone Pine, California to shoot the film`s ambush scenes, where Tony Stark`s convoy is attacked by a group of insurgents following his company`s demonstration of its newest weapon, the Jericho missile. The convoy attack sequence finds Downey running through a flurry of explosions in order to escape from his would-be captors, requiring perfect timing and precision, which was orchestrated by stunt coordinator Tommy Harper and special effects coordinator Dan Sudek.

The convoy attack in Lone Pine was a lot of fun to shoot, says stunt coordinator Harper. First of all, we shot it on Movie Road,` a historical place where a lot of famous Westerns and other films have been shot. We blew up six or seven Hummers and completely destroyed them, but the pivotal part of the sequence is when Tony Stark gets out of his car and is running for cover as multiple explosions and landmines are going off a few feet away from him. Downey reflects upon the sequence. Shooting a sequence like this is always a trust game and when you work with guys like Tommy Harper and Dan Sudek who are at the top of their field, you just say in your mind, That thing is going to blow up behind me and I`m going to be okay.` I always felt very safe and was shocked by how much we were able to accomplish at such close proximity. I`ll tell you one thing, though ­ it definitely helps you kick up some dust when you know that what you`re running away from is about to explode three feet behind you. Robert did a fantastic job in the scene and was just fearless, says producer Feige. It really sells the action, because when you see Robert running through this extremely intense crossfire with explosions going off everywhere, it really ratchets up the tension in the scene. When the production moved a few miles south to the Olancha Sand Dunes, the cast and crew had to endure two days of 40 to 60-mile an hour winds that almost shut down production. For Favreau, the adverse conditions turned out to be a blessing in disguise for the look of the film. The Olancha Sand Dunes are an extension of a dry lake bed between two mountain ranges, he explains. The first day we were hit by 40-mile an hour winds as we were shooting Robert walking through the desert just before he is rescued by Rhodey. We just roughed it and it worked out well. The second day, when we tried to shoot Raza and his men recovering the pieces of the Mark 1 suit, the winds were so violent, we couldn`t really use any equipment. The director continues, We were almost swayed to go to cover set and not shoot, but cinematically it had such a great visual quality that if you wrote it into a script you could never really achieve those conditions artificially. With movies, you have to take advantage of those accidents and incorporate them whenever you can. So we put goggles on all the bad guys, and wrapped them with scarves and just let it play out. It looked like a wind-swept hell ­ a very haunting image. Despite the miserable conditions, Downey was grateful for the opportunity he had been given. I will never forget laying there buried halfalive in the middle of an intense sandstorm, he says. I could barely see out of the Iron Man helmet, but I felt this great moment of gratitude towards the elements and what a privilege it was to be playing Tony Stark with the caliber of people I was working with. I just said to myself, Wow man, what a cool deal, what an amazing suit, what a great crew, what a blast!` While the first unit production team of IRON MAN was being blasted bywind and sand, the second unit, a few miles away in the mountains, was forced to stop shooting when, astonishingly, it began snowing. We were shooting an enormous action sequence where Iron Man escapes from the cave in the Mark 1 armor, recalls second unit director Phil Nelson. We had done a few takes when suddenly it got cloudy, the wind kicked up and the temperature dropped about 30 degrees. We stopped for a moment to see if the clouds were going to pass, and to everyone`s

amazement it started snowing. It was pretty surreal, one minute it`s 60 degrees and sunny and the next it`s snowing and you`re shut down for the day. Despite the challenging weather in Olancha, the production continued on schedule and headed south to Edwards Air Force Base in Rosamond, California. For more than 50 years, Edwards Air Force Base (home of the Air Force Flight Test Center) has been the home of more major milestones in flying history than any other place on earth. Covering nearly 301,000 acres, Edwards is located in the Mojave Desert, adjacent to the largest dry lakebed in North America -- Rogers Dry Lakebed. Edwards` focus today, and in the future, is summed up in the Air Force Flight Test Center`s motto: Ad Inexplorata ­ Toward the Unexplored. With the military having a strong presence in the script, the filmmakers felt it was vital to obtain DOD (Department of Defense) approval for the film. Producer Feige explains the process: When you get DOD approval on a film, you get access to lots of cool planes and vehicles and other military assets. To obtain DOD approval, there is a submission process in which the script is submitted to the government and they read it and give you notes. Their main goal is to ensure that the characters associated with the Armed Forces, or the movie in general, personify the military in a somewhat favorable light. Obviously conflict is inherent in drama, but we were lucky to have the character of Rhodey in the film, a grounded, high-ranking Colonel in the Air Force who is upstanding and very heroic. As part of obtaining DOD approval, the production was assigned Air Force Capitan Christian Hodge, who served as the department`s officer on the film. Getting DOD approval for a film is huge thing, explains Hodge. When you have that kind of support from the military, it really takes the film to the next level because it allows you to film on active military bases and shoot in actual planes and vehicles, as well as use real military members as background. The production also gets an on-set technical advisor, which helps a great deal in making sure the film is realistic and accurate. Since the character of Rhodey is an active Air Force Colonel in the film, one of Hodge`s most important tasks was educating Howard about being a ranking officer in the United States Air Force. Marvel Studios and Jon Favreau really wanted us to provide assistance and guidance for the character of Rhodey, explains Hodge. They wanted to make sure the dialogue was correct and he looked and acted the part. We took Terrence on several research trips to Edwards Air Force Base and Ellis Air Force Base. He spent time in an F-22 simulator, did combat skills training and spent time with officers flying in various Air Force jets. For actor Howard, training with the men and women of the United States Air Force was a rewarding experience ­ and provided a few special perks as well. All the training really helped

me find the nuts and bolts of this character, but my favorite part was the opportunity to get up in the air, says Howard. I went through the flight simulators for a week, and then I flew with the United States Air Force pilots in F-15`s, F-16`s and T-38`s. I`m not talking about just going up there and sitting in the seat, because in these jets the only thing to hold onto is the joy stick and the pilot up front will shake it when he wants you to take it. You`re going 400 miles an hour in a jet and when I took over the controls for the first time, it was an experience I will never forget. While Downey, Howard and Paltrow were bringing their comic book characters to life against a bustling backdrop of high-tech aircrafts that included an F-22 Raptor, bulb-nosed Global Hawk and a C-17 cargo plane, Favreau reflected on his experience at Edwards Air Force Base: Edwards Air Force Base is the best back lot you could ever have, he asserts. We had so many great assets at our disposal and every angle we shot in looked completely authentic ­ airplanes, desert, dry lakebeds, hangars. It really did a lot for the authenticity of the film. I remember looking at the frame and I said to one of the other producers, My God, in the deep background they`re towing an F-16 through our shot,` adds Billingsley. Normally you might have a car or some extras crossing in the back of your frame to add a little production value, but because we had DOD approval, we have F-16`s. We also had actual members of the Army, Air Force, and Marines who were extras, which was great because it adds so much to the believability of the film. Christian Hodge was so valuable in that regard, because he would always keep us on track and ensure that what we were doing was in line with the normal operations on the base or in the cockpit of an F-22.

TONY'S WORKSHOP

After the production completed its work at Edwards Air Force base, it returned to the Playa Vista Stages, where production designer Riva had built and designed spectacular sets to bring the lavish world of Tony Stark to life. First on the agenda for the production was shooting in Tony`s workshop, which also served as a garage for his exotic car collection, as well as the place were he creates the Iron Man suit and tests out all of the different components that go into designing it. The workshop is where Tony secludes himself, explains Favreau. In the film, we suggest that all the innovations and inventions that come out of Tony`s mind usually start here. Sure, he`s got his office at Stark Industries, but the workshop is where most of his work happens at 4:00 in the morning. Jon was very specific about Tony Stark`s garage, says Riva. He didn`t want it to be super high-tech, which is something of a contrast to the usual comic-book vernacular. Films like these usually go to that place where everything is super high-tech and computer generated. But we decided early on to make it a real guy garage, more of a grease monkey approach. French presses -- no, that`s not a coffee machine -- and drill presses, metal benders from the `50s, forges, welders and plasma cutters. A little like monster garage, that kind of vibe. Later, inevitably some of the high-tech stuff started creeping into the set -- some of the producers were getting lonely without their toys.` Overall, it still maintains that hot rod garage feel.

Jon`s own vintage Ford Roadster is the centerpiece of the garage. It stands in for the car that a young Tony and his Dad worked on together when his dad was alive. Just before we were to begin construction I felt the space was shaped a bit too conventionally, so at the last minute I added this big curved axis to the one giant exterior wall overlooking the ocean. The effect is to have all this really hard-ass, high-testosterone equipment contrasted by this round, soft, elegant curve. The workshop was always the most important set for me, says Favreau. Tony Stark is a bit of a gear head, and the workshop is the space that tells you he`s a guy who likes working with his hands. I`m completely intrigued by people who can fabricate and build cars, and I love watching reality shows about car building. It was a way for me to include a hobby of mine into the character, as well as making it believable that he could make the Mark I in captivity. Michael Riva did an excellent job of creating a workshop, a mix of hightech and low-tech that would be any car builder`s dream come true. In the film, the workshop houses an array of classic and state-of-the-art cars and bikes, including Tony Stark`s vehicle of choice, a 2008 Audi A8, as well as a Saline super-car, a 1967 Shelby Cobra, a Tesla electric car and a 1932 Ford Flathead Roadster belonging to director Jon Favreau. I thought it would be cool to put my 32 Ford in the movie as the car Tony is always tinkering with, laughs Favreau. But then we shot a scene where he was working on the engine and the crew had to take it apart. There were parts everywhere and all I kept thinking was, Why did I do this? They`re never going to be able to put it back together correctly.` In the film, the workshop also serves as the spot where Tony Stark starts constructing what will eventually become Iron Man`s Mark III armor. Part of our approach to making IRON MAN feel realistic was to show the elements of the suit coming together, explains Feige. After building the Mark I in captivity, Tony uses the same technology to develop a high-tech suit. The first step in the process is building a set of boots that have repulsor technology thrusters on the bottom that enable him to fly. Stan Winston and his team constructed a really cool skeletal version of the boots that matched what could be underneath Iron Man`s armor. The boots would also find Downey in them when the filmmakers made the decision to shoot it with the actor actually flying through the workshop set. I`ve done wire work both as an actor and a director, and even if you use computers to paint everything out, there`s something about the physics of it that is unconvincing to me, says Favreau. I was very skeptical if we could do any wire work at all because if you can see the pick points, it takes the audience out of the movie.

The challenge of finding an alternative solution fell into the capable hands of stunt coordinator Tommy Harper, who brought in the company Zero G to build a state-of-the-art rig that would enable the filmmakers to avoid traditional wirework. I already knew that Jon doesn`t like when its looks like an actor is being lifted by wires, explains Harper. So we came up with a new system that has what`s called an `endless` wire that goes through two pulleys in a bar above Robert`s head. That goes down through two more pulleys on his hips and into two platforms under his feet. So as his feet move, it moves above his head, and he can move independently because he is actually being lifted by his feet and not by his hips or back. The stuntman continues, The problem with it is like doing isometrics. It`s very taxing on the legs and upper body, because it`s like holding yourself as rigid as you can for six or seven minutes. It`s very difficult, but Robert had been training in order to get his muscles toned for it. After the visual effects guys put in blasts from his hands and his feet, it will really look like he`s being propelled around. I had a few hours training up on the rig for the sequence and the learning curve was pretty steep, admits Downey. I do a lot of martial arts training so that really helped me to control my body in the reductive kind of way that was required. The hardest part was remembering that you have propulsion on the bottom of your feet and in the palms of your hands. So every time you move in a certain direction, you have to limit that movement with your hands and feet in order to generate the kind of propulsion that stabilizes Tony as he flies around. Producer Feige was impressed with the actor`s ability up on the wire rigging. Downey is a pro across the board, says Feige. He is an amazing actor and he really put in the time required to master the technique. It`s a great scene because, early on, Tony Stark moves in a way that shows he needs to test his boots and gauntlets abilities, which was very funny. But then, as he begins to master the technology, he starts to move around and fly in a completely heroic manner ­ which is the birth of Iron Man. Tony Stark continues to refine the suits` technology, which eventually results in the high-tech, sleek, sophisticated, red and gold Mark III armor. The Mark III armor that has become synonymous with the Iron Man character was created, designed and built in partnership with Stan Winston Studios, Phil Saunders and Adi Granov. The Mark III suit is a character in the movie, says Favreau. Tony Stark takes on a different character when he`s wearing the suit and he`s able to do things he would never otherwise dream of doing. The suit gives him the personality of a hero and I really wanted the Mark III Armor to look like it just stepped out of the comic book and onto the big screen.

Illustrator Phil Saunders recalls the initial design concept process for Iron Man`s Mark III armor: Jon sent me a sketch he had commissioned Adi Granov to execute, which was an interpretation of the suit from `The Extremist' series of the comic book, says Saunders. Adi`s design was pretty amazing, but they`d been living with that design for quite some time and wanted the suit to have a little bit more of a stealth design. Whatever innovations I would come up with were sent to Adi, who would do an aesthetic pass on everything because he has a particular way of smoothing everything out and getting all the lines to flow with this beautiful proportion that everyone in the comic book world really admired. Saunders continues, Once we got a design that was pretty solid, I did elevations of traditional three-view ­ top, side, front and back ­ illustrations of the suit that we then sent to Eddie Yang at Stan Winston Studios. He took those designs and used them as templates to build a 3-D model. Then both Adi and I worked with Eddie in refining every single surface to make sure that the proportions and the detailing matched the filmmakers` vision of the suit. Phil Saunders and Adi Granov did a fantastic job of finding the right proportions for the Mark III suit, says executive producer D` Esposito. In the comic book industry there`s what is called `heroic` proportions ­ anywhere from eight to ten heads tall for a human figure. This looks fantastic in a comic book, but freakishly alien if translated literally into the film world. Jon was very concerned that the look of the suit be utterly convincing. When Tony Stark puts on this suit, he doesn`t just become a man in a powered suit, he becomes an iconic character, so it was very important for the suit itself to have a heroic level of personality as well as make us believe there`s actually a human being inside of it. With the design concept of the Mark III in place, Stan Winston Studios` Shane Mahan began the process of building the suit. IRON MAN was interesting because there was already a series of design ideas in place, so our job was to bring them into our world and render them functional, says Mahan. The big challenge when we first started was the fact that they hadn`t cast anyone to play Tony Stark. They had conceptual drawings of Iron Man that fit a certain body type. So we spent many weeks building and sculpting a 3-D model in the computer. We were also able to take those computer models and rig them internally so we could do motion studies even before we had physical parts. This allowed us to see what parts of the suit were going to be troublesome so we could make adjustments accordingly. Conceptual designer Saunders was impressed with Stan Winston Studios` technique in developing the physical parts of the suit. The real thrill in working on projects like this is seeing it come to life, says Saunders. The process that Stan Winston Studios took from 3-D modeling worked extremely well. They used a system called `polygonal modeling` where you start with a very faceted surface that procedurally becomes smooth to a much more accurate surface. They were able to create some absolutely fantastic surfaces, so when they started milling the parts, every single surface was absolutely perfect. Mahan summarizes the steps and materials involved in creating the Mark III suit: The design process in a nutshell is conceptual art which is turned into a computer model that`s mathematically precise to the scale, then a full-scale one to-one replica was rapid prototype

grown, then those parts were perfected, body-shopped and molded, and castings are made and set into the construction of the suit. Mahan continues, In the process of creating the suits we used a multitude of materials that included lightweight epoxies and urethanes and a great deal of actual chrome surfacing with substructures that are metal because you have to make these suits strong enough to withstand four months of filming, but light enough for a person to move around in. For Mahan and his team at Stan Winston Studies, the next challenge was making sure Robert Downey Jr. and the various stuntmen would be able to fit and function in the suit they were constructing. For Robert to be in the Mark III suit was a culmination of a great many steps because we had to take a design that is non-human in some of its proportions and fit actors and stuntmen into it, says Mahan. We were forced to reverse-engineer the suit because we didn`t have Robert`s body cast to build the suit over ­ joint-for-joint, measurement-for-measurement. The digital build and design of the suit was 95 percent complete before Robert was even cast in the film. We actually built the structures in the computer so that they`re mathematically perfect and grew those parts in a process of rapid prototyping. Then we made the pieces and fit them around him and made them work and actually move. I was very happy with the results because the suits are quite athletic. The finished Mark III armor was the culmination of a truly collaborative effort of many talented designers, technicians, craftsmen and filmmakers. The Mark III suit is a life-size, threedimensional prototype of something that you`ve only seen in a comic book until now, says executive producer D`Esposito. It is the comic book character come to life, which really is a testament to Marvel, Jon Favreau, Stan Winston Studios and all of the incredibly talented people on the production team that helped conceive, design and build this iconic Iron Man armor. Shane Mahan likes to build behind a curtain generally, so it`s a pretty magical experience when the suit`s completed and rolled out, says Billingsley. When you see and touch it for the first time, you feel a combination of excitement and fear because it`s very real and you hope all the research was right and the textures, colors and proportions are on the money. Any fears were laid to rest when Robert Downey Jr. slipped into the Mark III suit for the first time on-set. Seeing Robert in the suit for the first time was like watching a kid in a candy store, says Feige. He looked amazing and had all of the enthusiasm of a little boy. Then, he suddenly stood up and you could see the hero forming within him.

The first half hour of being in the Iron Man suit is like being in the coolest Halloween costume ever, smiles Downey. You`re putting the suit on and you catch a glimpse in the mirror and you go, That`s right, Grandma would be proud.` The process of putting the full suit on Downey would take Mahan and histwo assistants approximately 30 to 40 minutes. As shooting progressed, Mahan and his team modified the suit and also created a rubber stunt suit to free Downey from the physical restrictions of the more cumbersome full suit. The great part about the stunt suit was that it was built to be able to move around and look the same as it does when it`s in a computer-generated form doing more acrobatic movements, says stunt coordinator Harper. The difficult part was that for close-ups, we had to have a suit that held up in the camera. The hero suit we used for these shots was very heavy and restrictive, which made it a bit torturous to wear for extended periods of time, so we had to rotate several performers in the suit, with Robert being one of them. As we got into the meat of the shooting schedule, I realized I could wear the full suit all the time, but that I couldn`t always wear the full suit and be an effective actor at the same time, says Downey. You only have so much charge in your batteries every day, so I would wear a half-version of the suit or one of the stuntmen would jump into the fray when it wasn`t critical for me to be in the full suit. From my point-of-view Robert was essential to the suit performance because he instructed me or any other member of the suit crew as to what he needed to make his performance better, explains Mahan. We were happy to take a bicep or the lower legs off so that he had more freedom of movement, because in the end it`s all about performance and if we needed to do something to make the actor more comfortable, that`s what we did. Whether playing Tony Stark or his alter ego Iron Man, Downey was up to performing as many of his stunts as he could, which also impressed Harper. Robert kept wanting to do more and more of his stunts and I had to keep reining him in, laughs Harper. He had taken the baby steps in preparation for one of the bigger pulls and one night we pulled him out so hard his feet went above his head. He flew into the pad pretty hard and got up and was like pull me as hard as you want.` My job was a give and take of you can do this, but you can`t do that,` and from the getgo he was nothing but a gentleman and a class act. When Downey wasn`t performing in the heavier and more restrictive full Mark III armor, he wore partial pieces of the suit, allowing him to move more freely during the action sequences. It was then the visual effects supervisor John Nelson`s responsibility to work with Industrial Light & Magic (ILM), the film`s primary visual effects house, and Stan Winston Studios in blending the practical suit worn by Downey and the stunt team with the computer-generated Iron Man suit. Jon Favreau is very much about invisible visual effects supporting the story, says John Nelson. We talked a lot about stressing what the suit could do and not just creating a shot to show off the effects. Jon had a sign over his office that said plausibility,` so that was our guideline in developing how we were approached the film from a visual effects standpoint. What I like to do is strike a balance that mixes the visual effects with practical effects so

audiences start to forget where one begins and the other ends, says Favreau. Sometimes that means cutting from one shot of Iron Man wearing the real suit to another that`s completely a computer-generated image (CGI). What that does is force the people building the practical suit to make it move freely enough that you would believe it could be CGI, and it makes the CGI people honest because they have something practical to match it to. For Shane Mahan and his suit design team, this required making a suit that could be worn in sections over the visual effects suit Downey wore. The big challenge was trying to find ways to blend, cross-cut and intercut combinations of practical and CGI shots, says Mahan. It would be absolutely foolish for me to think that I could pull off every shot in the practical suit, so we created a combination for Robert consisting of the chest piece, helmet and arm sections combined with a full-body motion capture tracking marker suit underneath. It`s a great way to blend the practical with the computer-generated effects, enabling ILM to bridge any gaps between the physical pieces. Visual effects supervisor Nelson enlisted the services of industry heavyweight ILM to handle the majority of the visual effect shots. Since 1975, ILM has been providing post-production visual effects services to the entertainment industry. Motion pictures, commercials, trailers, music videos and special venue projects have utilized ILM`s unequaled artistry in techniques such as model making, matte painting, computer-generated imagery, digital animation and a variety of related processes required in the production of visual effects. Groundbreaking software required for digital image production has been developed and shared with the industry at large and adopted by other companies and software manufacturers. ILM has been associated with 14 movies that have earned the Academy Award for Best Visual Effects and has been awarded 17 technical achievement awards from the Academy of Motion Picture Arts and Sciences. In the past I`ve always steered away from using CGI whenever possible because I felt that it sometimes takes you out of the reality of the film, says Favreau. But in the case of a movie like IRON MAN, there`s no way to make it without using CGI. Favreau continues: ILM has once again emerged as the flagship digital house for CGI animation. Their groundbreaking work on the Pirates of the Caribbean` movies, as well as the technology they developed for TRANSFORMERS, made them confident that the digital effects would integrate seamlessly with our practical effects. Iron Man is the star of our movie and we needed an effects house with strong animators to bring that character to life in a way that would not distract from our story. In addition to ILM, Nelson also brought aboard the visual effects houses The Orphanage and The Embassy. We endeavored to find the right people for the right sequences and raise the bar a notch, says Nelson. The technology is opening up right now, which allowed IRON MAN to be made the way Jon Favreau wanted it. With large-scale visual effects movies, it`s hard to provide a big spectacle that`s plausible. Our goal was to shoot as much stuff practically as we could and add CGI extensions with multiple layers of different elements. We felt the more we combined techniques, the stronger it would become. We tried to go the extra mile so that audiences can watch and say, Wow, that suit looks cool.`

John Nelson won an Academy Award for GLADIATOR and really did an excellent job of working within the parameters and constraints that I presented him with, says Favreau. I didn`t want any effects that looked like they couldn`t be achieved by a real camera. When Iron Man is flying I wanted it to feel like he is operating under the same laws of gravity and aerodynamics as a real airplane.We looked at a tremendous amount of reference material, and tried to bring a lot of reality to it. Hopefully that`s going to bring a very cool aspect to the movie. Another character created by the combined efforts of Stan Winston Studios, John Nelson and ILM was Iron Man`s nemesis in the film, Iron Monger. The history of Marvel includes not only tremendous heroes but great villains, says executive producer Billingsley. In Marvel films the villains are virtuous, so behind every great villain is potentially something you could agree with or understand, but the means by which they go about it are evil and have to be stopped. Creating a great villain requires two things, says producer Avi Arad.One, there has to be some connection between the villain and hero. Secondly, a great villain has to be ruthless and stop at nothing to win the battle. There have been great villains throughout the years in the Iron Man comic and we picked Iron Monger because he has a connection to Tony and is as ruthless as they come. Stan Winston Studios built the massive practical suit, which included a clamshell center hatch. The Iron Monger suit is 10 feet tall and weighs approximately 800 pounds, says Shane Mahan. We developed and built it during the course of filming and used it to help bridge the character into the digital world of ILM and John Nelson. A gimbal was also built, which allowed us to push it and mimic the actions of the big torso walking. Mahan continues: It takes up to five operators to operate the IronMonger when you`re using both arms. We have had a couple of instances where we`ve been able to put both arms on and do manual puppeteering to accomplishshots as well. The Iron Monger wasn`t built as a hydraulic character, so it`s basically human muscle, a gimbal and our stuntmen making it work. I love how the Iron Monger suit echoed the Mark I suit, says Favreau. It felt like a machine and a living character at the same time. To see it built in real life was very helpful. I felt the scale of the thing as I stood before it. It was a very successful design and served as a terrific jumpingoff point for the animators at ILM. For actress Paltrow, the physically menacing Iron Monger suit was quite impressive. I couldn`t believe how big

Iron Monger was when I was standing next to it, laughs Paltrow. I just think the whole effects thing is amazing ­ it`s like an art and a science at the same time. With two full units working simultaneously to create the story of IRON MAN, director Favreau reflects on the challenges he faced in bringing a new comic book franchise to the silver screen. The biggest challenge was keeping everything in order in my own mind, says Favreau. This is the type of movie where you have a first unit with actors, as well as a second unit, an effects unit, a splinter unit and an aerial unit, all of whom are doing their own things. I got to be the conductor of this great orchestra. In directing this type of film it`s really about keeping everybody marching in the same direction at the same time to present a unified vision. For Downey, Favreau`s unflappable presence in the face of adversity was truly impressive. Jon brought everything to this film and is the primal force behind Iron Man,` according to Downey. He`s easily half the character of Iron Man and he really infused himself into every department. I don`t want to say he`s a gentle giant because he`s very formidable, but he is the most composed person in a position of unimaginable stress that I`ve ever seen. He`s so gracious, and so evolved. Paltrow concurs. Jon is truly an actor`s director and he`s brought a real sense of truth and humanity to the story. All my scenes are between people and Jon is a real fan of the actor, so he`s always very encouraging and has an amazing temperament on the set. He takes all of the stuff that is thrown at him in stride and I have a lot of respect for him as a director and, more importantly, as a human being. For Billingsley, Favreau`s strength as a director lies in creating an environment on-set that is truly collaborative. The crew and technicians we have on this film are people who have so much experience and have brought many award-winning films to the screen. The mistake that can be made sometimes is constricting your crew, and not allowing them the freedom to inject their own creativity into the process. Jon is always open to an idea from the group he has assembled, and generally it`s our policy that the best idea wins. In addition, he`s also a very talented actor so he really understands and knows how to manage actors. When a scene`s going great, Jon equates it to when a pitcher is throwing a no-hitter ­ you don`t talk or mess with them. You just let the actor continue to discover and, if anything, guide them slightly. Ultimately, Jon is the barometer of the movie that allows these people to really do what they do best. When production came to a close, the talented cast reflected on their experiences in making the action adventure. I had a great time making this film and I think audiences will really enjoy this film, says Jeff Bridges. It has exciting action, thought-provoking themes and will have people talking after the film about some interesting philosophic questions. I think this film is incredibly entertaining and it`s definitely going to thrill audiences with all of its action and excitement, adds Paltrow. The added value is that the scenes were really wellwritten and there`s a lot of stuff going on ­ I mean, Robert Downey Jr. as Iron Man is just so exciting to me, I would go see it.

I`m hopelessly in love with this film and so proud of everybody who was part of this experience, says Downey. The film has it all ­ a great story, great cast and probably one of the best crews I`ve ever worked with. Principal photography on IRON MAN concluded at Caesars Palace in Las Vegas, Nevada. For the filmmakers, cast and crew, the experience left them feeling like they had all shared in a magnificent creative journey. We assembled the finest crew, many who have worked on Marvel films in the past, says producer Feige. We`ve also assembled the most talented cast, and when you see that Marvel logo go up, you know you`re in for a fun roller coaster ride. IRON MAN is an action adventure, a summer thrill-ride in which audiences will get to see the birth of a superhero and Marvel`s newest franchise character. I truly feel that this was one of those rare opportunities where the combination of what everyone brought to the mix elevated the film so much that it exceeded my greatest expectations, concludes Favreau. It`s a real balancing act of infusing the film with a fresh vision while still staying true to the genre. I feel we made a solid film, one that will appeal to a broad audience as well as the comic book readers who grew up with the character.

ABOUT THE CAST

ROBERT DOWNEY JR. (Tony Stark) has evolved into one of the most respected actors in Hollywood. Downey received an Academy Award nomination and won the BAFTA (British Academy Award) Best Actor for his performance in the title role of CHAPLIN, released in 1992. Downey recently completed a starring role alongside Ben Stiller and Jack Black in the DreamWorks comedy TROPIC THUNDER. Written and directed by Stiller, the film is slated for release on August 15, 2008. Downey was most recently seen as the high school principal in CHARLIE BARTLETT; David Fincher`s ZODIAC alongside Jake Gyllenhaal and Mark Ruffalo; in Richard Linklater`s 2006 summer hit A SCANNER DARKLY, co-starring Keanu Reeves, Winona Ryder and Woody Harrelson; and FUR, opposite Nicole Kidman in a film inspired by the life of Diane Arbus, the revered photographer whose images captured attention in the early 1960s. In 2005, Downey was in the Academy Award-nominated film GOOD NIGHT AND GOOD LUCK directed by George Clooney. He was also seen in the action comedy KISS KISS, BANG BANG, directed by Shane Black and co-starring Val Kilmer. In 2003, Downey starred in two very different films: THE SINGING DETECTIVE, a remake of the popular BBC hit musical drama featuring Downey singing and dancing alongside Adrien

Brody, Katie Holmes and Robin Wright-Penn; and GOTHIKA, starring Halle Berry and Penelope Cruz, in which Downey played a psychiatrist who works in a mental institution. Downey made his primetime television debut in 2001 when he joined the cast of the Fox-TV series ALLY McBEAL, playing the role of attorney Larry Paul. He won the Golden Globe Award for Best Performance by an Actor in a Supporting Role in a Series, Miniseries or Motion Picture Made for Television, as well as the Screen Actors Guild Award for Outstanding Performance by a Male in a Comedy Series. In addition, Downey was nominated for an Emmy for Outstanding Supporting Actor in a Comedy Series. In 2000, Downey co-starred with Michael Douglas and Toby Maguire in WONDER BOYS directed by Curtis Hanson, in which he played a bisexual literary agent. In April 2000, he appeared alongside Steve Martin and Eddie Murphy in the hit comedy BOWFINGER. In 1999, he starred in BLACK AND WHITE written and directed by James Toback and co-starring Ben Stiller, Elijah Wood, Gaby Hoffman, Brooke Shields and Claudia Schiffer. BLACK AND WHITE is about a group of white high school teens and their excursions into the lives of Harlem`s black hip-hop crowd. He also played the villain opposite Annette Bening and Aidan Quinn in IN DREAMS, directed by Neil Jordan. In 1998, Downey co-starred with Tommy Lee Jones and Wesley Snipes in US MARSHALS directed by Stuart Baird, and with Heather Graham and Natasha Gregson Wagner in the critically acclaimed TWO GIRLS AND A GUY, directed by James Toback. In 1997, Downey was seen in Robert Altman`s THE GINGERBREAD MAN, along with Kenneth Branagh, Daryl Hannah and Embeth Davitz, as well as ONE NIGHT STAND directed by Mike Figgis and starring Wesley Snipes and Nastassja Kinski. Other film credits include RESTORATION, RICHARD III, NATURAL BORN KILLERS, SHORT CUTS, THE LAST PARTY, SOAPDISH, AIR AMERICA, CHANCES ARE, TRUE BELIEVER, JOHNNY BE GOOD, LESS THAN ZERO, THE PICK-UP ARTIST, BACK TO SCHOOL, WEIRD SCIENCE, FIRSTBORN, and POUND, in which he made his feature film debut and which was directed by Robert Downey Sr. On November 23rd, 2004, Robert Downey Jr. released his debut album, The Futurist, on the Sony Classics label. The album, which contains eight original songs, showed off his sultry singing voice. Academy Award nominee TERRENCE HOWARD (Rhodey) exploded onto the Hollywood scene after delivering powerful performances in a number of film and TV productions. Howard has garnered multiple nominations including Academy Award and Golden Globe nominations, as well as awards for Breakthrough Actor by the National

Board of Review, Movieline and the Gotham Awards. Crowned as the Indie Film King by Entertainment Weekly, he has also received the Rising Star Award from the Palm Springs International Film Festival, the Renaissance Artist Award from the Diversity Awards and the Career Achievement Award from the Chicago International Film Festival. For his leading role in John Singleton`s HUSTLE & FLOW, Howard received nominations for an Academy Award, a Golden Globe, an Image Award and an Independent Spirit Award; he won the Satellite Award for Best Actor. Howard`s memorable performances are of scene-stealing characters such as Cameron in the Oscar-winning Best Picture CRASH, Cowboy in the Hughes brothers` DEAD PRESIDENTS and as Quentin in Malcolm D. Lee`s THE BEST MAN. Other film credits include PRIDE with Bernie Mac; THE BRAVE ONE with Jodie Foster; THE HUNTING PARTY with Richard Gere; AUGUST RUSH with Keri Russell and Jonathan Rhys Meyers; AWAKE with Jessica Alba and Hayden Christensen; ANGEL EYES; MR. HOLLAND`S OPUS; HARTS WAR; FOUR BROTHERS; IDLEWILD and GET RICH OR DIE TRYIN`. He recently completed production on Dito Montiel`s FIGHTING with Channing Tatum. In television, Howard appeared in the HBO film LACKAWANNA BLUES with Jeffrey Wright and S. Epatha Merkerson. In 2006, he took on a new role as host of the Emmy Award-winning PBS series INDEPENDENT LENS, a showcase for independent filmmakers that introduced a new drama or documentary every episode. Howard recently made his stage debut in the Broadway revival of Cat on a Hot Tin Roof starring opposite Phylicia Rashad, James Earl Jones and Anika Noni Rose, under the direction of Debbie Allen. A self-taught musician Howard plays both the piano and the guitar. His musical talents were seen on the big screen opposite Jamie Foxx in 2004`s RAY, for which they both earned a SAG nomination. A promising songwriter, he recently joined some of the industry`s top musicians at the famed SonyColumbia music label and will be releasing his original debut album in September 2008. JEFF BRIDGES (Obadiah Stane) recently wrapped production on HOW TO LOSE FRIENDS AND ALIENATE PEOPLE. He last starred in STICK IT for Touchstone Pictures, in which he played the coach of a team of ruleabiding gymnasts. He is one of Hollywood`s most successful actors and is a four-time Academy Award nominee. He earned his first Oscar nod in 1971 for Best Supporting Actor in Peter Bogdanovich`s THE LAST PICTURE SHOW co-starring Cybill

Shepherd. Three years later he received a second Best Supporting Actor nomination for his role in Michael Cimino`s THUNDERBOLT AND LIGHTFOOT. In 1984, he landed top kudos with a Best Actor nomination for STARMAN. That performance also earned him a Golden Globe nomination. In 2001, he was honored with another Golden Globe nomination and his fourth Oscar nomination for his role in THE CONTENDER, Rod Lurie`s political thriller co-starring Gary Oldman and Joan Allen, in which Bridges played the President of the United States. Last summer, Bridges lent his voice in SURF`S UP, from Sony Pictures Animation, a film that went behind the scenes of the high-octane world of competitive pro-penguin surfing. Bridges voiced the lead character, Geek (a King Penguin) a cantankerous, washed-up surfer living the life of a recluse until a hot-shot kid named Cody (Shia LaBeouf) enters his world and disrupts his life. In 2005, Bridges appeared in THE MOGULS, a comedy written and directed by Michael Traeger, and TIDELAND directed by Terry Gilliam. Bridges` multi-faceted career has encompassed all genres. He has starred in numerous box office hits, including Gary Ross`s SEABISCUIT, Terry Gilliam`s offbeat comedic drama THE FISHER KING (co-starring Robin Williams), the multi-award nominated THE FABULOUS BAKER BOYS (co-starring his brother Beau Bridges and Michelle Pfeiffer), JAGGED EDGE (opposite Glenn Close), Francis Ford Coppola`s TUCKER: THE MAN AND HIS DREAM, BLOWN AWAY (co-starring his father Lloyd Bridges and Tommy Lee Jones), Peter Weir`s FEARLESS (with Isabella Rossellini and Rosie Perez), and Martin Bell`s AMERICAN HEART (with Edward Furlong, produced by Bridges` company AsIs Productions). That film earned Bridges an IFP/Spirit Award in 1993 for Best Actor. In the summer of 2004, he appeared opposite Kim Basinger in THE DOOR IN THE FLOOR for director Todd Williams and Focus Features, which earned him an IFP/Spirit Award nomination for Best Actor. He has also appeared in the suspense thriller ARLINGTON ROAD (co-starring Tim Robbins and Joan Cusack, directed by Mark Pellington.) He played a major featured role in THE MUSE (an Albert Brooks comedy starring Brooks, Sharon Stone and Andie McDowell), and starred in SIMPATICO, the screen version of Sam Shepard`s play (with Nick Nolte, Sharon Stone and Albert Finney). In 1998, he starred in the Coen brothers` cult comedy THE BIG LEBOWSKI. Before that, he starred in Ridley Scott`s WHITE SQUALL, Walter Hill`s WILD BILL, John Huston`s FAT CITY and Barbra Streisand`s romantic comedy THE MIRROR HAS TWO FACES. In 1983, Bridges founded the End Hunger Network, a non-profit organization dedicated to feeding children around the world. Bridges produced END HUNGER, a three-hour live television broadcast focusing on world hunger. The television event featured Gregory Peck, Jack Lemmon, Burt Lancaster, Bob Newhart, Kenny Loggins and other leading film, television and music stars in an innovative production designed to educate and inspire action. Through his company, AsIs Productions, he produced HIDDEN IN AMERICA, which starred his brother Beau. The television movie, produced for Showtime, received a Golden Globe

nomination in 1996 for Best TV/Cable Film and garnered a Screen Actors Guild nod for Best Actor for Beau Bridges. The film was also nominated for two Emmy Awards. Current AsIs projects in development include THE GIVER,based on Lois Lowry`s Newbery Award-winning novel. One of Bridges` true passions is photography. While on the set of his movies, he takes behindthe-scenes pictures of the cast, crew and locations. After completion of each motion picture, he edits the images into a book and gives copies to everyone involved. His photos have been featured in several magazines, including Premiere and Aperture, as well as in other publications worldwide. He has also had gallery exhibits of his work in New York at the George Eastman House, and in Los Angeles, London and San Diego. The books, which have become valued by collectors, were never intended for public sale but, in the fall of 2003, PowerHouse Books released Pictures: Pictures by Jeff Bridges, a hardcover book containing a compilation of photos taken on numerous film locations over the years, to much critical acclaim. Proceeds from the book are donated to the Motion Picture & Television Fund, a non-profit organization that offers charitable care and support to filmindustry workers. A few years ago, Bridges fulfilled a lifelong dream by releasing his first album, Be Here Soon, on Ramp Records, the Santa Barbara, CA label he cofounded with Michael McDonald and producer/singer/songwriter Chris Pelonis. The CD features guest appearances by vocalist/keyboardist Michael McDonald, Grammy-nominated Amy Holland, and country-rock legend David Crosby. Ramp Records also released Michael McDonald`s album Blue Obsession. Jeff, his wife Susan and their three children divide their time between their home in Santa Barbara, California, and their ranch in Montana. SHAUN TOUB (Yinsen) was raised in Manchester, England. At the age of 14, he moved to Switzerland and, after a two year stay, crossed the Atlantic to Nashua, New Hampshire where he finished his last year of high school. After completing his education at USC, he broke into the Hollywood scene with a memorable role on the much loved television series HUNTER. His filmography includes a lead in the Golden Globe Best Picture nominee THE KITE RUNNER, his gripping performance as Farhad in Paul Haggis`s Oscar-winning film CRASH and the critically acclaimed film THE NATIVITY STORY. As a comedic performer he shined in Michael Bay`s BAD BOYS with Will Smith and Martin Lawrence.

He made his mark on HBO as well, both in Mick Jackson`s LIVE FROM BAGHDAD starring Michael Keaton and Helena Bonham Carter and the controversial PATH TO PARADISE opposite Marcia Gay Harden. He appears often in television mini-series, most recently in the ABC Emmy nominated PATH TO 9/11. Toub has received accolades for several of his appearances in over 100 television episodes including SEINFELD, THE SOPRANOS, ER, JUST SHOOT ME, NASH BRIDGES, JAG, and MARRIED WITH CHILDREN. Toub is very proud of his Persian heritage and very active in the community. Through various charity events and public speaking engagements, he inspires the community to embrace the arts, as the arts enhance everyday life. A Hollywood legend in the making, GWYNETH PALTROW (Pepper Potts) has defied the odds by remaining one of today`s most prolific and celebrated actors in the ever-changing film industry. A testament to her undeniable talent, her role in SHAKESPEARE IN LOVE catapulted her into awards stardom with Best Actress honors at the Golden Globes, Screen Actors Guild Awards, and Academy Awards. Her career has been studded with both critically acclaimed independents and studio blockbusters that have made her a fixture for this generation`s film audience. Paltrow recently completed production in James Gray`s romantic drama TWO LOVERS with Joaquin Phoenix. She was also seen in her brother Jake Paltrow`s directorial debut, THE GOOD NIGHT, as the wife of a former pop star who`s been reduced to writing jingles. The film also starred Penelope Cruz and Danny DeVito. Paltrow`s recent film credits include PROOF, the film adaptation of the Pulitzer Prize-winning play in which Paltrow recently finished a successful run at London`s Donmar Warehouse Theatre. This performance as a harassed young woman struggling to care for her eccentric math genius father reunited her with her SHAKESPEARE IN LOVE director John Madden, who also directed the film costarring Anthony Hopkins, Jake Gyllenhaal and Hope Davis. She received an Olivier Award nomination for Best Actress for her work in the play, as well as a Golden Globe nomination for her work in the film. Paltrow was also recently seen in RUNNING WITH SCISSORS, the adaptation of Augusten Burroughs` novel directed by Ryan Murphy. She also makes a cameo in INFAMOUS by EMMA director Douglas McGrath, as a Peggy Lee-esque nightclub chanteuse. Her other film credits include SKY CAPTAIN & THE WORLD OF TOMORROW, an adventure film co-starring Jude Law and Angelina Jolie; SYLVIA, the Focus Features film that tells the story of the relationship between Sylvia Plath and Ted Hughes; Neil LaBute`s POSSESSION, a romance also starring Aaron Eckhart; a cameo appearance in the New Line

comedy AUSTIN POWERS 3; and the critically acclaimed Wes Anderson film THE ROYAL TANNENBAUMS, in which she starred opposite Gene Hackman, Anjelica Huston and Ben Stiller. She also starred in the Peter and Bobby Farrelly-directed SHALLOW HAL, co-starring Jack Black and Jason Alexander. Additional credits include roles in Jennifer Jason Leigh and Alan Cumming`s THE ANNIVERSARY PARTY opposite Cumming, Leigh, John C. Reilly, Kevin Kline and Parker Posey, as well as DUETS, a film directed by her father Bruce Paltrow, and Miramax Films` BOUNCE, opposite Ben Affleck. Paltrow has appeared in director Anthony Minghella`s THE TALENTED MR. RIPLEY opposite Matt Damon, Jude Law and Cate Blanchett, and the hit film A PERFECT MURDER opposite Michael Douglas and Viggo Mortensen, as well as the critically acclaimed and international box office hit film SLIDING DOORS. Her other film credits include EMMA directed by Douglas McGrath, GREAT EXPECTATIONS opposite Ethan Hawke, THE PALLBEARER opposite David Schwimmer, SE7EN, A VIEW FROM THE TOP, MOONLIGHT AND VALENTINO, JEFFERSON IN PARIS, MRS. PARKER AND THE VICIOUS CIRCLE, MALICE, HOOK and SHOUT. Paltrow`s first role was her remarkable performance in the critically acclaimed FLESH AND BONE opposite Meg Ryan and Dennis Quaid. She has also received rave reviews in a sell-out run of the Williamstown Theater Festival`s production of As You Like It, in the role of Rosalind. Paltrow recently made her directorial debut, co-writing and co-directing (with her friend Mary Wigmore) a short film, DEALBREAKERS. In 2005, Paltrow entered into a multiyear contract with Estée Lauder. Since then, she has appeared in global print and television advertising campaigns for Pleasures and Pure White Linen fragrances. In 2006, Estée Lauder introduced a newPleasures by Gwyneth Paltrow limited edition collection, inspired by her favorite pampering rituals. In future seasons, Paltrow will appear in additional Estée Lauder fragrance, makeup and skincare advertising campaigns. Born in Los Angeles, where she spent the first 11 years of her life, Paltrow comes from a very close-knit family deeply entrenched in the entertainment industry. Her father, Bruce Paltrow, was a highly successful producer (ST. ELSEWHERE, THE WHITE SHADOW) and her mother is the award-winning actress Blythe Danner. While Paltrow and her younger brother, Jake, lived in Los Angeles, she attended St. Augustine by the Sea (now known as Crossroads).

Subsequently, her family moved to New York and she graduated from the Spence School before enrolling in the University of California at Santa Barbara to major in Art History. She quickly learned that college life was not something she felt committed to and withdrew from school despite her father`s strong recommendation to remain. It wasn`t until he caught her moving performance in the Williamstown Theater Festival production of Picnic, starring opposite her mother and Tony Goldwyn, that he lent his support in her pursuit of an acting career. Paltrow currently resides in New York City and London.

ABOUT THE FILMMAKERS

(Director/Executive Producer) JON FAVREAU is a true multi-hyphenate. After getting his break as an actor in RUDY, Favreau went on to establish himself as a writer of considerable talent with the acclaimed hipster comedy SWINGERS. Since then, he has continued to challenge himself with a variety of eclectic projects. Prior to IRON MAN, Favreau directed ZATHURA, a children`s adventure film starring Tim Robbins, for Radar Pictures and Sony Entertainment. In 2003, Favreau directed the acclaimed holiday smash hit ELF starring Will Ferrell, for New Line Cinema. Favreau made his feature film directorial debut with MADE,a script he wrote and starred in opposite Vince Vaughn and Sean Puffy Combs for Artisan Entertainment. In front of the camera, Favreau was most recently seen opposite Vaughn and Jennifer Aniston in Universal Pictures` THE BREAK-UP. He next appears in FOUR CHISTMASES opposite Vaughn and Reese Witherspoon, which will be released on November 14, 2008. Favreau was also seen alongside Kirsten Dunst and Paul Bettany in Universal Pictures` WIMBLEDON, in Sony Pictures Entertainment`s SOMETHING`S GOTTA GIVE, and in the Mark Steven Johnson film DAREDEVIL with Ben Affleck, an adaptation of the Marvel Comics franchise for 20th Century Fox-Regency Enterprises. He also portrayed legendary heavyweight champion Rocky Marciano in the MGM biopic ROCKY MARCIANO. Favreau`s other feature film credits include LOVE AND SEX opposite Famke Janssen, THE REPLACEMENTS with Keanu Reeves, VERY BAD THINGS opposite Christian Slater and Cameron Diaz, and DEEP IMPACT with Robert Duvall, Morgan Freeman and Vanessa Redgrave. Favreau`s television credits include a recurring role on FRIENDS and a special appearance on HBO`s critically acclaimed THE SOPRANOS, playing himself. Favreau also added the title of

show runner to his multi-hyphenate list of credits as the creator, producer and host of the critically acclaimed and Emmy nominated IFC series DINNER FOR FIVE. MARK FERGUS & HAWK OSTBY (Screenplay by) have collaborated on more than a dozen scripts over the past decade, including their Oscar-nominated adaptation of P.D. James` novel Children of Men (along with Alfonso Cuarón, David Arata and Timothy J. Sexton) and the thriller CONSEQUENCE for HBO Pictures. Fergus made his directing debut with his and Ostby`s original screenplay FIRST SNOW, a psychological thriller starring Guy Pearce, Piper Perabo, William Fichtner and J.K. Simmons. ART MARCUM & MATT HOLLOWAY (Screenplay by) began to work as a writing team in Los Angeles. They made their first sale ­ a pitch to Disney`s Touchstone Pictures ­ in late 2001. Subsequently, they have worked for Paramount Pictures, Warner Bros. and DreamWorks, as well as CBS and Fox television. IRON MAN is Marcum and Holloway`s first major motion picture to be produced, and will be followed by the upcoming PUNISHER: WAR ZONE directed by Lexi Alexander. The son of a political science professor, Marcum was raised in Santa Cruz, California, but influenced by the wider world. Regular dinner guests at home included African revolutionaries, novelists, poets and filmmakers. He spent many years living overseas in both France and South America and is a graduate of Stanford University. After college, Marcum worked briefly in television news in Washington, D.C. before moving to Los Angeles to pursue a career in film. Holloway grew up in the Philadelphia area. After completing Stanford University`s undergraduate creative writing program, he moved to Los Angeles to pursue a film writing career. Holloway worked many production jobs after college on movie sets as varied as James Cameron`s TITANIC and Doug Liman`s GO. AVI ARAD (Producer) served as chairman and chief executive officer of Marvel Studios and chief creative officer of Marvel Entertainment from 1990 to 2006. Arad was the driving force behind Marvel`s Hollywood renaissance with a track record that has been nothing short of spectacular, including a string of eight consecutive No. 1 box office openings. In June 2006, Arad left Marvel to form Arad Productions, under which he most recently produced the film BRATZ. As an executive producer and producer, Arad`s credits include the Spider-Man trilogy, the XMen trilogy, HULK, DAREDEVIL, THE PUNISHER, the Blade trilogy, ELEKTRA and THE FANTASTIC FOUR. Arad`s recent producing credits include the box office smashes GHOST RIDER and FANTASTIC FOUR: RISE OF THE SILVER SURFER as well as the upcoming THE INCREDIBLE HULK. Complementing Arad Productions, Arad is also involved in Marvel`s independently financed film slate arranged with Merrill Lynch, Pierce, Fenner & Smith. Through the film fund, Arad will serve as producer or executive producer on films based on such Marvel characters as Iron Man and The Incredible Hulk.

Born in Cyprus and raised in Israel, Arad came to the United States during his college years and enrolled at Hofstra University to study industrial management. He earned a bachelor of business administration from the University in 1972. A long-established expert in youth entertainment, Arad is one of the world`s top toy designers. He has been involved in the creation and development of over two hundred successful products, including action figures, play sets, dolls, toy vehicles, electronic products, educational software and video games. In fact, virtually every major toy and youth entertainment manufacturer, including Toy Biz, Hasbro, Mattel, Nintendo, Tiger, Ideal, Galoob, Tyco and Sega, has been selling his products for more than 20 years. When not working as a producer, Arad can be found riding his Harley-Davidson. His enthusiasm for the motorcycle inspired him to become a successful restaurateur. He founded and still owns the Harley-Davidson Cafe in Las Vegas. KEVIN FEIGE (Producer) is president of production at Marvel Studios and has creative oversight over its film projects, as well as its animation work for television and DVD and theme park activities. Feige joined Marvel in 2000 and has been involved in key capacities for all of Marvel`s theatrical productions, including the blockbuster X-Men trilogy, the Spider-Man trilogy and The Fantastic Four films. Feige recently served as executive producer on FANTASTIC FOUR: RISE OF THE SILVER SURFER and PUNISHER: WAR ZONE, and as producer on the upcoming THE INCREDIBLE HULK. Previously, Feige served as executive producer on HULK, ELEKTRA, and THE PUNISHER and co-produced the 2003 hit DAREDEVIL. After graduating from the University of Southern California`s School of Cinema-Television, Feige worked for Lauren Shuler Donner and Richard Donner at their Warner Bros.-based The Donners` Company. While there, he worked on the action-adventure VOLCANO and the hit romantic comedy YOU`VE GOT MAIL. He transitioned into a development position that led to an associate producer role on X-MEN, the film that revamped the comic book genre. LOUIS D'ESPOSITO (Executive Producer) most recently executive produced the 2006 hit film THE PURSUIT OF HAPPYNESS starring Will Smith, ZATHURA and the 2003 hit S.W.A.T. starring Samuel L. Jackson and Colin Farrell. Prior to that, D`Esposito served as first assistant director on dozens of films, including SWEET HOME ALABAMA, STUART LITTLE 2, THE GLASS HOUSE, HOLLOW MAN, BLAST FROM THE PAST, I STILL KNOW WHAT YOU DID LAST SUMMER, THE SHADOW, DEMOLITION MAN, HERO, BASIC INSTINCT, ONCE AROUND, THE FRESHMAN, and MAJOR LEAGUE. D`Esposito began his career as a second assistant director on films including BRIGHTON BEACH MEMOIRS, A CHORUS LINEm and THE COTTON CLUB. Born in New York City, D`Esposito currently lives in Los Angeles.

PETER BILLINGSLEY (Executive Producer) has been a member of the Hollywood community since he was a small child, achieving success and accolades both behind the scenes and in front of camera. The highly successful child actor-turned-producer received an Emmy Award nomination in 2005 as co-executive producer on the critically acclaimed Independent Film Channel`s DINNER FOR FIVE with Jon Favreau. He also served as executive producer on the hit summer film THE BREAK-UP and the documentary VINCE VAUGHN`S WILD WEST COMEDY SHOW. Billingsley is currently executive-producing FOUR CHRISTMASES. Billingsley also served as co-producer on the Artisan Entertainment film MADE starring Jon Favreau and Vince Vaughn, and Sony`s recent science fiction release ZATHURA, both directed by Favreau. Billingsley recently became a principal in Wild West Picture Show Productions. The production company, founded by Vince Vaughn, currently has a first-look production deal with Universal Studios. Growing up in the public eye, Billingsley began his acting career at the age of three in some of the `70s` most memorable television commercials. After appearing on numerous television shows and films during his youth, the Emmy Award-nominated actor delivered a performance for the ages in the beloved holiday film A CHRISTMAS STORY. Playing humorist Jean Shephard`s youthful alter-ego Ralphie, Billingsley`s repeated requests in the film for a genuine Red Ryder B-B gun quickly catapulted the actor to instant stardom and has since driven the film into pop culture lore as the classic modern day Christmas tale. Born in New York City, Billingsley currently resides in Los Angeles. ARI ARAD (Executive Producer) has worked in the entertainment industry for nearly a decade. He worked at Village Roadshow and developed comic book properties with Brigade Pictures and Crystal Sky, LLC before heading to Marvel Studios in 2001, where he executive produced and coproduced numerous films in addition to contributing to the development of several Marvel video games. In June of 2006, he joined Avi Arad in creating Arad Productions, Inc., where he currently serves as president. As an executive producer his credits include THE INCREDIBLE HULK, GHOST RIDER, THE PUNISHER: WAR ZONE and ROBOSAPIEN: REBOOTED. He was also coproducer on THE PUNISHER. Arad received a Bachelor of Arts degree from Brown University, where he studied philosophy. STAN LEE (Executive Producer) is currently the chairman and chief creative officer POW! Entertainment. The company was founded in 2001 and has over 40 movies, TV, DVD, video game and other projects in various stages of development. Also the chairman emeritus of Marvel Comics, Lee is known to millions as the man whose superheroes propelled Marvel to its preeminent position in the comic book industry. Hundreds of legendary characters, including Spider- Man, The Incredible Hulk, The X-Men, The Fantastic Four, Iron Man, Daredevil, The Avengers, The Silver Surfer, Thor and Dr. Strange, all grew out of his fertile imagination.

Lee served as executive producer for Columbia`s worldwide blockbusters SPIDER-MAN, SPIDER-MAN 2, and SPIDER-MAN 3, all directed by Sam Raimi and starring Tobey Maguire and Kirsten Dunst. Lee executive-produced the global hit GHOST RIDER, which took in over $200 million worldwide. Lee also executive-produced X-MEN: THE LAST STAND after executiveproducing the first two smash X-Men films. He also served as executive producer of THE FANTASTIC FOUR, HULK, ELEKTRA, DAREDEVIL, and the Blade trilogy. In the early 1960s, Lee ushered in what has come to be known as The Marvel Age of Comics, creating major new superheroes while breathing life and style into such old favorites as Captain America, The Human Torch and The Sub Mariner. During his first 25 years at Marvel as editor, art director and head writer, Lee scripted no fewer than two and as many as five complete comic books per week. His prodigious output may comprise the largest body of published work by any single writer. Additionally, he wrote newspaper features, radio and television scripts and screenplays. By the time he was named publisher of Marvel Comics in 1972, Lee`s comics were the nation`s biggest sellers. In 1977, he brought the Spider-Man character to newspapers in the form of a syndicated strip. This seven-days-aweek feature, which he has written and edited since its inception, is the most successful of all syndicated adventure strips, appearing in more than 500 newspapers worldwide. In 1981, Marvel launched an animation studio on the West Coast and Lee moved to Los Angeles to become creative head of Marvel`s cinematic adventures. He began to transform his SpiderMan and Hulk creations into Saturday morning television and paved the way for Marvel`s entry into live-action feature films. Under the umbrella of his new company POW! (Purveyors of Wonder!) Entertainment, Inc., Lee is creating and executive producing an animated Stan Lee Presents DVD series, with the first two released in 2007: Mosaic and The Condor. Lee`s television credits with POW! include serving as executive producer and star on NBC`s sci-fi hit reality series WHO WANTS TO BE A SUPERHERO? seasons one and two, and as co-producer and creator of STRIPPERELLA on the Spike cable channel, in addition to previously executive producing NICK FURY: AGENT OF S.H.I.E.L.D., THE INCREDIBLE HULK, SPIDER-MAN, and X-MEN. Lee has written more than a dozen best-selling books, including Stan Lee's Superhero Christmas, The Origins of Marvel Comics, The Best of the Worst, The Silver Surfer, How to

Draw Comics the Marvel Way, The Alien Factor, Bring on the Bad Guys, Riftworld, The Superhero Women and his recent autobiography Excelsior! The Amazing Life of Stan Lee. DAVID MAISEL (Executive Producer) is the executive vice president, office of the chief executive and chairman of Marvel Studios. He also served in senior positions for Endeavor, Creative Artists Agency and The Walt Disney Company. He graduated from Duke University and the Harvard Business School. MATTHEW LIBATIQUE, ASC (Director of Photography) achieved considerable critical acclaim for his collaboration with independent filmmaker Darren Aronofsky. To date, they have worked together on four shorts and three feature films, including PI, THE FOUNTAIN,and the highly acclaimed REQUIEM FOR A DREAM. The award-winning feature debut PI earned Libatique a nomination for Best Cinematography at the Independent Spirit Awards. He was later honored with an award for Best Cinematography at the Independent Film Sprit Awards and nominations for the BSFC Awards and OFSC Awards for Aronofsky`ssecond feature REQUIEM FOR A DREAM. The duo`s latest collaboration, THE FOUNTAIN, earned a Satellite Award nomination. Libatique`s recent credits include Joel Schumacher`s THE NUMBER 23 starring Jim Carrey; Spike Lee`s SHE HATE ME and INSIDE MAN starring Denzel Washington; GOTHIKA for Mathieu Kassovitz; and EVERYTHING IS ILLUMINATED, the directing debut of Liev Schreiber. Libatique began his career in 1995 shooting music videos for artists such as Moby, Jay Z, Matchbox 20, Pulp, Timbaland, Incubus and Usher. His early film credits include two films for director Joel Schumacher, TIGERLAND and PHONE BOOTH, ABADON directed by Stephen Gaghan, as well as JOSIE AND THE PUSSYCATS and NEVER DIE ALONE. He recently completed principle photography on Spike Lee`s MIRACLE AT ST. ANNA. J. MICHAEL RIVA (Production Designed by) is an Academy Award nominee for his designs on THE COLOR PURPLE. He also designed SPIDER-MAN 3, THE PURSUITOF HAPPYNESS, ZATHURA, STEALTH, CHARLIE`S ANGELS, and CHARLIE`S ANGELS: FULL THROTTLE, as well as Ivan Reitman`s EVOLUTION. Riva has doubled as the production designer and second unit director on A FEW GOOD MEN, RADIO FLYER, SCROOGED and GOONIES. Other memorable production design credits include DAVE, SIX DAYS SEVEN NIGHTS, CONGO, THE ADVENTURES OF BUCKAROO BANZAI, LETHAL WEAPON, LETHAL WEAPON 2, LETHAL WEAPON 3, ORDINARY PEOPLE, BAD BOYS, and BRUBAKER. Among his television credits are the Emmy Award-winning telefilm TUESDAYS WITH MORRIE and THE 74th ACADEMY AWARDS, for which he received an Emmy nomination. DAN LEBENTAL, A.C.E. (Editor) is most recently credited with editing the documentary film VINCE VAUGHN`S WILD WEST COMEDY SHOW, as well as the box office hit THE

BREAK-UP. His previous credits include Jon Favreau`s family films ZATHURA and the holiday hit ELF, as well as Lucky McKee`s THE WOODS. Other film credits include FOM HELL, HAPPY CAMPERS, WHERE THE MONEY IS, AMERICAN PIMP, VERY BAD THINGS, DECEIVER, DEAD PRESIDENTS, and THE LOUNGE PEOPLE. JOHN NELSON (Visual Effects Supervisor) has had a long and distinguished career that has included an Academy Award for his work on the 2001 Best Picture winner GLADIATOR. He was nominated again in 2004 for his work on I, ROBOT. Nelson`s other credits as visual effects supervisor include MATRIX REVOLUTIONS, MATRIX: RELOADED, EVOLUTION, CITY OF ANGELS, ANACONDA, THE CABLE GUY, JUDGE DREDD, JOHNNY MNEMONIC, WOLF, THE PELICAN BRIEF, MY LIFE, SO I MARRIED AN AXE MURDERER, and IN THE LINE OF FIRE. A graduate of the University of Michigan, Nelson began his career as a commercial director, and was nominated six times for a Clio Award, winning the prestigious advertising award twice. RAMIN DJAWADI (Music) began his musical career as a guitar player in numerous bands in Germany, before moving to Boston in 1995 and earning a bachelor`s degree in film scoring and guitar performance from the prestigious Berklee College of Music. While at Berklee, Djawadi performed as the guitarist for My Favorite Relative, earning seven nominations at the Boston Music Awards in 1999. Ultimately deciding to focus on film scoring, he moved to Los Angeles in 2000, joining Academy Award winner Hans Zimmer at Media Ventures. Directly collaborating as a composer and arranger with Klaus Badelt, Djawadi began working on THE TIME MACHINE, BASIC, RECRUIT, and the blockbuster PIRATES OF THE CARIBBEAN: THE CURSE OF THE BLACK PEARL. He next collaborated with Zimmer, co-composing and producing the score for THUNDERBIRDS and collaborating on SOMETHING`S GOTTA GIVE and BATMAN BEGINS. Recently, Djawadi scored MR. BROOKS, OPEN SEASON, BLADE: TRINITY, BUFFALO DREAMS and Academy Award winner Robert Towne`s ASK THE DUST. Upcoming are the animated FLY ME TO THE MOON, THE TOURIST and OPEN SEASON 2. Currently, he is scoring Fox`s hit series PRISON BREAK, which garnered an Emmy Award nomination for his main theme. Djawadi previously scored episodes of the BLADE TV series. DAVE JORDAN (Music Supervisor) most recently served as music supervisor on CGARLIE BARTLETT, TRANSFORMERS, REIGN OVER ME, MEET THE SPARTANS, GHOST RIDER, DATE MOVIE, MAN ABOUT TOWN, THE FANTASTIC FOUR, KICKING AND SCREAMING, THE UPSIDE OF ANGER, ELEKTRA, and HAROLD AND KUMAR GO TO WHITE CASTLE. His other credits include DUDE, WHERE`S MY CAR?, THE FAST AND THE FURIOUS, DAREDEVIL, CHEAPER BY THE DOZEN, and THE PUNISHER.

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