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1* AuthorsSavingThrow: Hawkeye spent half of ''Film/{{The Avengers|2012}}'' being brainwashed, and had little time to showcase his personality or interact with the team. Creator/JossWhedon and Creator/JeremyRenner, however, both promised that this would be fixed. They kept their word, as Clint gets some background. In addition, Hawkeye is the only core member of the Avengers to avoid getting brainwashed in this movie, detecting Scarlet Witch sneaking up on him and defeating her before she could do anything.
2* AwesomeDearBoy: In contrast with his previous MCU role where he mainly worked for [[MoneyDearBoy money]], this time Creator/PaulBettany was more invested in his new role as ComicBook/TheVision.
3-->'''Paul Bettany:''' I used to be in a studio for 45 minutes and do J.A.R.V.I.S. and get [[ThiefBag a huge bag of cash and go my way like a burglar]], and now they want me to work for my money. Which is great and sweaty and hot, which you'll realize once they unveil everything. It's really fucking cool. It's great to join this train which is on really clear tracks.
4* BillingDisplacement:
5** Creator/DonCheadle as ComicBook/WarMachine receives higher billing than Creator/AaronTaylorJohnson (Quicksilver), Creator/ElizabethOlsen (Scarlet Witch), and Creator/PaulBettany (The Vision) despite having a minor role and not even being part of the Avengers ([[spoiler:until the end]]).
6** Variant: in the poster, Creator/ChrisHemsworth is the second name. In the credits, it's Creator/ChrisEvans, as after all Captain America has a more central role, and he's even in the center of promotional materials after the success of ''Film/CaptainAmericaTheWinterSoldier''.
7** The poster's billing block includes Creator/HayleyAtwell (Peggy Carter) and Creator/IdrisElba (Heimdall), both of whom only appear in Scarlet Witch-induced visions, while much larger roles by Claudia Kim (Helen Cho) and Andy Serkis (Ulysses Klaue) don't get any highlight. There's also Creator/LindaCardellini, but her exclusion is justifiable given her role (Hawkeye's wife Laura) is a spoiler.
8* CaliforniaDoubling:
9** Chittagong Ship Breaking Yard in Bangladesh is the location of the scenes on Klaue's ship and the subsequent shipyard fight.
10** Most of the scenes in Sokovia were shot in Italy's Aosta Valley. Forte di Bard stands in for Strucker's HYDRA base.
11** Parts of Novi Grad are represented by Hendon Police Training College in North London. The bronze statue visible in the town square is that of Sir Robert Peele, founder of the Metropolitan Police Service, which could not be removed for filming. Instead, it was redressed to appear as Vladimir Lenin.
12* CareerResurrection: Creator/PaulBettany had a steady income voicing J.A.R.V.I.S. in prior MCU films, but his live-action career was in the dumps for four years after the failure of ''Film/{{Priest|2011}}'' ([[Film/{{Firewall}} plus]] [[Film/{{Legion}} other]] [[Film/TheTourist flops]]). Playing the Vision in this movie, which Bettany appreciated for the challenge and the on-set work, garnered him newfound attention and acclaim.
13* CreatorBacklash:
14** Creator/JossWhedon's feelings on working on this film were... mixed to say the least. He has always been a big comic book fan (having actually written for ''ComicBook/XMen'') and due to his cult status he was allowed more input into the Marvel verse than the other directors. He wanted to make the movie smaller and more personal... and found himself filming a movie on an epic scale across the globe (it just sort of happened), and that meant he had to spend a long time away from his family in Burbank. He explicitly did claim that he felt that the movie should have had a longer running time (closer to his original cut), which is probably why the rumored extended edition is said to be 40 minutes longer. He's since walked back on his comments, saying that he would be happy to be asked back to the MCU.
15** Creator/ChrisHemsworth was unhappy with Thor's role in the movie, feeling it was boring to play. He recalls telling Creator/KevinFeige "I feel like I'm dying here. I feel like I have handcuffs on," which is what ultimately led to Creator/TaikaWaititi giving him a more comedic personality in ''Film/ThorRagnarok''.
16** Creator/ChrisEvans expressed some annoyance at the "Language!" gag for Steve Rogers, feeling it to be a {{Flanderization}} of the character.
17** While Creator/RobertDowneyJr didn't say he outright ''hated'' this movie, he did admit that this film was simply "content" in his eyes, and not as important to him as some of the other films in his career.
18** Creator/AaronTaylorJohnson admitted he didn't really care about this movie when he was filming it, feeling that it was "too early" for him to be put in a position where he had to commit to a big franchise, not helped with his growing concern of not being able to see his children as much.
19** Disney was dismayed that the film did not become the highest grossing film of all time (despite still being a box office success). Feige used this resentment as well as his own feud with notorious racist Ike Perlmutter to convince Alan Horn to give him the freedom to only report to Horn as opposed to having to share power and decision-making with Perlmutter.
20** In ''The Making of the MCU'' book, Marvel Studios themselves admitted financially the film did fine, but creatively not so much.
21* CreatorChosenCasting: Creator/JamesSpader was Creator/JossWhedon's first and only choice for Ultron because of his "hypnotic voice that can be eerily calm and compelling" while also being very human and humorous.
22* DawsonCasting:
23** The teenage version of Natasha is played by Creator/ScarlettJohansson, without any attempt to make her look younger beyond a wig.
24** Quicksilver and Scarlet Witch are described as "kids" in this film, and the latter is stated to be high school-aged by Hawkeye in ''Film/CaptainAmericaCivilWar''. Their actors, Creator/AaronTaylorJohnson and Creator/ElizabethOlsen, were 24 and 25, respectively, when this film was made and visibly so. Retroactively [[SubvertedTrope subverted]] by ''Series/WandaVision'', which revealed their birth year as 1989 (when Olsen was born), making their real-life and in-universe ages very close.
25* DeletedRole: Creator/TomHiddleston was meant to return as ComicBook/{{Loki}} for Thor's nightmare sequence. However, test audiences found the nightmare sequence confusing (apparently some thought that Loki was controlling Ultron, and the fact that the scepter he used in ''The Avengers'' to induce mind control was a MacGuffin in this film probably didn't help), so it was drastically shortened, removing Loki's appearance in the process.
26* DeletedScene: [[DeletedScene/MarvelCinematicUniverse See here]].
27* ExecutiveMeddling:
28** Marvel executives did not approve of Hawkeye's farm or the visions that Scarlet Witch gave the Avengers; in fact they threatened to cut them unless Joss put in [[BigLippedAlligatorMoment the subplot with Thor in the cave]]. And then they ordered ''that'' cut when audiences reacted negatively to it -- but the editor told Joss that without it, things wouldn't make sense. So what we got was a mangled version.
29** The Seoul city government provided handsome tax breaks to the production team. In exchange, Claudia Kim was cast in the minor, but important, role of Helen Cho.
30* ExiledFromContinuity: ComicBook/{{Magneto}} is Scarlet Witch and Quicksilver's father in the comics, but can't be mentioned here because of rights issues. Conveniently, the ''ComicBook/{{Axis}}'' comic revealed that they aren't actually related to Magneto shortly before the release of the film. (Meanwhile, in the X-Men films, Magneto is very much Quicksilver's father; it'll be interesting to see what retcon hits to tie in with whatever movie puts ''that'' at the forefront. [[spoiler:Especially now that Creator/EvanPeters reprised his role as ''that'' version of Quicksilver in ''Series/WandaVision''.]])
31* FakeAmerican: The Irish Creator/KerryCondon gives F.R.I.D.A.Y an American accent when she speaks.
32* FakeNationality:
33** British Creator/AndySerkis is playing South African Ulysses Klaue.
34** Scarlet Witch and Quicksilver are Eastern Europeans, respectively played by American (Creator/ElizabethOlsen) and British-Jewish (Creator/AaronTaylorJohnson) actors.
35* FocusGroupEnding: Loki's cameo during Thor's nightmare was cut after test audiences assumed he was controlling Ultron. He can still be briefly seen [[FreezeFrameBonus in some frames]] behind Heimdall.
36* GodNeverSaidThat: Creator/JossWhedon compared this movie to ''Film/TheEmpireStrikesBack'' and ''Film/TheGodfatherPartII''. What he was ''actually'' talking about was looking at those films for inspiration on how to write a direct sequel, mainly without having to refer to supplementary materials that took place in-between. Whedon wanted to write ''Age of Ultron'' in a way where the audience wouldn't have to had seen ''Film/IronMan3'', ''Film/ThorTheDarkWorld'' or ''Film/CaptainAmericaTheWinterSoldier'' to understand this movie.
37* HeyItsThatSound: This movie uses multiple sound effects from the 2007 ''[[Film/Transformers2007 Transformers]]'' film, both of which originate from the Decepticon Blackout. When Ultron destroys his Prime body while talking to Black Widow, Blackout's [[https://youtu.be/itriwPc5TUY?si=1NfBphkaccFvYaFt&t=1m14s digital roar can be heard]]. Later, [[spoiler: when Thanos opens the vault for the Infinity Gauntlet]], the [[https://youtu.be/ATRmESixBBc?si=KCKUhNNt-kvIfW2r&t=0m50s sound of Blackout's transformation]] plays.
38* HideYourPregnancy: Creator/ScarlettJohansson was pregnant during filming, so she had three stunt doubles rather than the usual one to help carry the load (with [[SerkisFolk motion capture technology]] used to transpose her face on said doubles for acting purposes), and Creator/JossWhedon was quick to say "She won't be carrying groceries for the whole movie."
39* HostilityOnTheSet: As mentioned above in ExecutiveMeddling, Creator/JossWhedon frequently clashed with the Marvel Creative Committee while trying to make this film, particularly to keep certain scenes in the film that he felt were important. Ultimately, Whedon would end up becoming a PersonaNonGrata within Marvel Studios due to him publicly complaining about the film's editing process in interviews - breaking Creator/KevinFeige's cardinal rule of not speaking out against the people they work with.
40* InternationalCoproduction: The production had segments shot in South Africa, South Korea, and Italy, with involvement and cooperation from the three respective nations. Accordingly, Korean actress Claudia Kim was cast as the supporting character Helen Cho, similar to the StuntCasting of Creator/FanBingbing in the Chinese cut of ''Film/IronMan3'', although Kim's character is actually integral to the plot rather than completely superfluous like Fan's.
41* IronyAsHeIsCast: Pietro is stated to be older than Wanda (if only by twelve minutes), while Creator/AaronTaylorJohnson is actually a year ''younger'' than Creator/ElizabethOlsen.
42* LoopingLines: While Creator/JamesSpader was on-set for the majority of his scenes in a mo-cap suit, BRoll footage shows him recording some of his lines in a sound booth. This makes the scenes where Ultron suddenly speaks with a different voice understandable.
43* LyingCreator: Prior to the release of the film, it was said that [[spoiler:Thanos]] would not appear in any other Marvel movie released before 2016. He's the subject of TheStinger.
44* MissingTrailerScene: One of the trailers showed a brief glimpse of a dark-skinned bald woman disrobing in a cave. The internet went wild with speculation, with theories ranging from Princess Shuri to Mantis and even Hela. This proved to be completely fruitless, since the scene with the bald woman was cut from the final film.
45* TheOtherDarrin:
46** In the Latin American Spanish dub, due to a disagreement with the studio in charge, Creator/GerardoVasquez ended up being replaced by Creator/BlasGarcia in the role of Nick Fury.
47** Armando Rendiz, who voiced Dr. List in ''Film/CaptainAmericaTheWinterSoldier'', was also replaced by Héctor Lee.
48* PlayingAgainstType:
49** While he's played some evil roles in his career, this is the first time Creator/JamesSpader's ever portrayed an outright supervillain.
50** Creator/AndySerkis is ''not'' playing a character in motion-capture for a Hollywood blockbuster, but did consult on the mocap for the other characters who use it.
51* RealLifeRelative: Lila Barton is portrayed by twin sisters Imogen and Isabella Poynton.
52* ScullyBox: Because Ultron was described as 8-9 feet tall, Creator/JamesSpader had to wear an antennae-like contraption made out of a thick piece of wire with two red balls attached to the top that went up his entire back and 3 feet above his head. This was done so that the actors that shared scenes with him would be able to have a reference point for where his eyes would be (the two red balls represented the placement of Ultron's eyes). Creator/ElizabethOlsen stated that this was actually distracting because Spader would be giving an intense performance and out of instinct she would look at him rather than the balls representing his eyes. Much to everyone's amusement, whenever this happened, Creator/AaronTaylorJohnson would yell, "Red balls! Look at his balls, Lizzie!" in her in order to get her to look in the right direction.
53* ShootTheMoney: The Hulkbuster suit has a long drag out fight against a fully engraged and savage Hulk and wins. This is in stark contrast to the comic's version which was imfamous for being torn apart by Hulk in seconds every time they faced. With all the work and funding needed to make and animate the intracte model, it was clear the studio wanted to make the most out of it.
54* SimilarlyNamedWorks: Creator/KevinFeige quickly clarified that the movie is ''not'' an adaptation of the comic book CrisisCrossover of the [[ComicBook/AgeOfUltron same name]].
55* SoMyKidsCanWatch: Creator/DannyElfman admitted in 2022 that his primary reason for scoring this film was to try and get premiere tickets for his son, with his agents telling him that getting involved with the music was literally the only way it could happen.
56* SparedByTheCut: One cut of the movie has Quicksilver survive, but in the theatrical cut, he is killed. Creator/JossWhedon filmed both endings and left it up to the studio to decide which would be used.
57* StarMakingRole: For Creator/ElizabethOlsen. She was somewhat known before this from her role in the acclaimed but low-profile drama ''Film/MarthaMarcyMayMarlene'' and being in ''Film/{{Godzilla|2014}}'' but this is by far the film most responsible for increasing her popularity.
58* ThrowItIn:
59** Creator/AndySerkis was originally only brought in as a [[SerkisFolk motion capture]] consultant to help Creator/MarkRuffalo and Creator/JamesSpader. Jeremy Latcham then stumbled upon some online fan-art of Serkis as the ''ComicBook/BlackPanther'' villain Klaw, and Creator/JossWhedon liked it so much that he decided to cast Serkis as Klaw in the movie.
60** According to Whedon's DVDCommentary, Creator/RobertDowneyJr improvised his "Hello Deere" line when working on the tractor. Whedon liked the line so much that he admits in the same commentary that he kicked himself for not having thought of it.
61* UncreditedRole: Creator/JoshBrolin is uncredited for his cameo as Thanos in the post-credits sequence.
62* UnisexSeriesGenderedMerchandise: There was considerable backlash when the merchandise for the movie was skewed heavily in favor of the male characters, to the point where toys based on the scene of Black Widow riding her motorcycle and carrying Cap's shield outright replaced her with either Captain America or Iron Man. Several cast members joined in the demands for more Black Widow merchandise
63* WhatCouldHaveBeen:
64** Creator/SaoirseRonan, Creator/SashaPieterse and Creator/LindsayLohan were considered for the part of [[ComicBook/ScarletWitch Wanda Maximoff]] before the casting of Creator/ElizabethOlsen.
65** Creator/TomHiddleston was set to reprise his role as Loki for Thor's dream sequence, and even filmed the scene in a one day shoot. However, test audiences were confused by his appearance, and mistakenly thought that the dream was meant to imply that Loki was the true GreaterScopeVillain and the one behind Ultron's creation (Loki's scepter, and the Mind Stone within, were used to create Ultron anyway, but Loki himself didn't show up).
66** According to the actor himself, there were briefly plans to have Creator/TimRoth reprise his role as the Abomination from ''Film/TheIncredibleHulk2008'', but the idea was scrapped. Roth would eventually return to the role in ''Film/ShangChiAndTheLegendOfTheTenRings'' and ''She-Hulk''.
67** ''The Art of Avengers: Age of Ultron'' features a concept art image of Wolfgang von Strucker with the appearance of Creator/VincentCassel, suggesting that Cassel was intended to have a role in the film as Strucker before Creator/ThomasKretschmann was cast.
68** An early script of the movie had Ultron be created by the government to eliminate the need for the Avengers, but Ultron turns on its creators and then Avengers again team up to stop him.
69** Earlier drafts featured [[ComicBook/CarolDanvers Captain Marvel]] as one of the New Avengers at the end of the movie. Marvel feared introducing her without explaining who she was [[ContinuityLockOut would be too confusing for casual viewers]], so they decided to wait and introduce her in her own movie instead. This was changed so late in production that Whedon had actually shot the live-action plates for her entrance using a stand-in. [[spoiler:The shots were later used for when Scarlet Witch joins the New Avengers]].
70** Whedon wanted ComicBook/SpiderMan to appear as part of the New Avengers at the end as well, but the deal between Marvel and Creator/{{Sony}} had not yet been finalized at that point. Fortunately, ''Captain America: Civil War'' found a way to work Spider-Man in and have him be considered an Avenger in later films.
71** Whedon considered that the Avengers would find out Coulson is alive, but he decided against it because he felt it would overshadow the rest of the film[[note]]Whedon later went out of his way to say that what happened in Agents of SHIELD, despite him being the showrunner for that show, Coulson's team setting the stage for the Avengers to attack the HYDRA base in Sokovia, and the Helicarrier in the climax of the film being the Theta Protocol that Coulson had hidden from most of SHIELD (leading to the rogue faction under Agent Gonzalez opposing him), was minimal, and that Phil Coulson should still be considered dead in the films[[/note]].
72** The subplot with Thor and Erik would've been longer. That cave they went into was a mirror of the Well of Urðr in Asgard. In order to talk to the Norn, Thor had to enter the Pool as a sacrifice and Erik would ask the Norn about the Mind Stone inside Loki's specter, with them answering through Thor, and Thor would manage enough willpower to exit the pool before the Norn could consume him.
73** In addition to Captain Marvel, there were plans to use ''Age of Ultron'' to introduce a whole slew of new superheroes. The idea was scrapped fairly quickly for the same reason they ended up cutting Captain Marvel's cameo.
74** It was rumored early on that an initial cut of the film was nearly as long as ''Film/TheDarkKnightRises'', clocking in at 160 minutes (along with a later report that clarified that the initial cut of movie was over three hours in length). Eventually, it was confirmed that the theatrical release would be 142 minutes. A subplot involving Thor was reduced in length as a side effect of this, and the Loki appearance of the mysterious woman seen in the trailer is not present in the final film. While fans wanted an extended cut, the home video release was of the theatrical version, and very few deleted scenes were included in the extras.
75** [[http://badassdigest.com/2015/05/01/why-joss-whedon-cut-the-hulks-best-scene-from-age-of-ultron/ There was going to be an unspecified cool moment involving the Hulk]], during the finale but Whedon cut it in post because it didn't work in the overall story. Whedon didn't clarify what the moment was in hopes that Marvel could eventually include it in a future film.
76--->'''Joss Whedon:''' It's a great gag, but I couldn't justify it. We were building a lot of the final battle around it, and it was killing us. Even when we were shooting. We had to stutter-step everything else, and eventually in post I convinced them we needed to jettison this concept. I knew I could write a conclusion for Bruce and Natasha that I thought would be much better storytelling, and would be a real moment.
77** The Hulk was originally going to transform into his Gray Hulk form after being brainwashed by Scarlet Witch. According to the VFX artists, "Everybody wanted the green guy," so they settled for changing his eyes instead. A Gray Hulk figure from Funko was even produced before the character was scrapped.
78** Whedon actually conceived an alternate ending where [[spoiler:Quicksilver survived his heroic sacrifice and was shown as part of the New Avengers line up]] in case Marvel vetoed his original ending. Concept art was even done up of a new costume for [[spoiler:Pietro]].
79** [[http://screenrant.com/avengers-age-ultron-ending-change-planet-hulk-scoop/ The Hulk was originally supposed to fly the Quinjet off into space]], but this was changed because Marvel didn't want people to think they were setting up a ''ComicBook/PlanetHulk'' film, ironic given how much of the story was present in ''Film/ThorRagnarok'', Hulk's next appearance.
80** Ultron's fascination with Literature/{{Pinocchio}} and "I've Got No Strings" was originally going to be Creator/EmilyDickinson and "Because I Could Not Stop for Death".
81** Former ''Film/AntMan1'' director Creator/EdgarWright wrote an after-credits scene for this movie, which didn't make the cut.
82** Ultron was originally going to steal the vibranium he needed from Wakanda, the home country of the ComicBook/BlackPanther. Elaborate concept art of Ultron forging a new body in a Wakandan mine was produced, but failed to make it into the finished movie. Instead, he obtains it from Ulysses Klaue, who stole it from Wakanda [[spoiler:with inside help from N'Jobu.]]
83** As with any movie, there were [[https://heroichollywood.com/avengers-age-of-ultron-concept-art/ numerous alternate designs]] for the characters done up by concept artists. These include a more comic-accurate take on Ultron with his trademark jack-o'-lantern face [[note]]Yellowjacket in ''Film/AntMan1'' has this face instead[[/note]], as well as an alternate Quicksilver outfit that included a green shirt with a white lightning bolt as a nod to his original costume.
84** There was a [[https://cdna.artstation.com/p/assets/images/images/010/487/224/large/phil-saunders-imandhulkvsmegaultronfinal-web.jpg?1524682163 concept art]] of the Avengers fighting an Ultron which all got merged into one giant being.
85** In early concepts of Vision's birth, Joss Whedon [[https://thedirect.com/article/avengers-joss-whedon-private-parts-paul-bettany-vision apparently wanted Vision to have a visible penis]]. After seeing some concept of art of this however, [[BrainBleach Whedon quickly realized this was a bad idea]].
86** Bruce Banner/Hulk's NightmareSequence [[https://www.youtube.com/watch?v=4NNrcP86DLM was actually going to be shown]] in the movie, with Bruce unwillingly transforming and rampaging through an African village.
87* WordOfGod: Creator/KevinFeige dispelled any rumors that [[spoiler:Quicksilver survived]] in the continuity, stating that the character will not be returning to the MCU for anytime soon. [[spoiler:[[TheOtherDarrin Yeah,]] [[Series/WandaVision about]] [[Creator/EvanPeters that]]...]]

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