Joss Whedon is tired.

It’s just about halfway through the shoot for ‘Avengers: Age of Ultron’ in London, and Whedon doesn’t as much sit down for our interview as he does collapse into a chair. It’s a bright and sunny day in London, but he looks like he hasn’t seen the sunshine in weeks. He’s completely wiped out—”raggedy” as he puts it—by his schedule, which he describes thusly: “I do this, I go home, I rewrite, I go to sleep. I do this, I go home, I rewrite, I go to sleep.”

Watching him work, even that might be understating it. On this day, they’re filming a pivotal action sequence inside the penthouse of the Avengers Tower (formerly, Stark Tower). Whedon is fully immersed in the process. He’s bouncing from his two major cast members to their stunt doubles, huddling with the visual effects team, approving props, back with the doubles—“more like this”—, behind the camera, and so on, like a dervish in a flannel shirt. He’s attends every production meeting, every location scout and answers every question; even the ones he’d like to avoid like, how the heck does he do it?

Bifocals perched atop his brow of fading red hair, Whedon rests his head in his hand and deadpans, “…I’m sorry, I was napping during that question.”

––––––––––

Joss Whedon wasn’t even supposed to return for another ‘Avengers’ movie. “It took a lot out of me,” Whedon sighs, reflecting back on the process of shooting the first film, which left him so creative and physically exhausted he had little interest in directing the sequel. “I actually didn’t want to make the film. I was ragged from the first one, and so I just turned off my brain. I was like, Do not think of cool ideas for the next one. Just get through this.”

“I’m just so excited that I’m wearing underwear. I got that right!”

But, this is why Joss Whedon is back on the set of ‘The Avengers’ and why he’s the perfect man for the job: he can’t not think of cool ideas for a superhero movie. He was born to do this. (Almost literally; both his father, Ted, and grandfather, John, were successful TV writers.) So, you can imagine how long his self-imposed pact lasted.

“I went to a pub, and sat down with my notebook, and about forty-five minutes later, my notebook was filled…I have so many things to say, and I was…I was kind of surprised. It was very beautiful.”

But, by his own admission, coming up with cool ideas for an ‘Avengers’ movie is the easy part. The ‘Groundhog Day’ lifestyle of shoot, rewrite, sleep, shoot, rewrite, sleep is, as we’re currently seeing, the hard part. Quips aside, how is he handling the workload differently this time around?

“I just had to sort of recalibrate my entire existence and throw myself into it more wholeheartedly…I’m gonna give myself up to it, like a Christian to a lion.”

He pauses. “I’m just so excited that I’m wearing underwear. I got that right!”

Marvel

If Joss Whedon is “ragged,” he’s not letting it bring him down. He’s still incredibly passionate about his movie, his actors, his crew and the studio who took a gamble on him directing their billion-dollar franchise.

“I don’t know of a place that would let me make a film this personal for this much money. Um, you know, Marvel, they… They treat the movies, like they treat comic books. When a new writer and artist comes, they have their own ideas and they respect that.”

Joss Whedon is tired. But, he wouldn’t have it any other way.

––––––––––

I’m curious about the look of the Vision and how it’s going to evolve. Are you still working on how it’s gonna look?

No, we make them as close as we can. The stunt guy, we make allowances for the shape of his face and padding and things that we’re putting on him. But, they’re not meant to look different. Basically, what usually happens is one of the guys, Ryan Meinerding [Marvel Studios' Head of Visual Development] or one of the guys on his staff draws something unbelievably beautiful, and we try to create that in real life, and it takes a long time. The first tests were very Violet Beauregarde. It really took a long time to get to a place where we, you know—he walks on, and we go, oh, it’s a vision. My God.

That was our reaction just walking out there.

Yeah, you know, you just, and of course, Paul’s, you know, I wanted Paul to play this part since before I wanted to make Avengers movies. He’s just got, let’s face it, it’s about cheek bones, people.

When did you first start coming up with ideas for the sequel, and were your first ideas the one’s you’re actually making?

Before I took the first job, I said, well, I don’t know if I’m right for this, or if I want it, or you want me, but in the second one, the villain has to be Ultron, and he has to create the Vision, and that has to be pulled by me. It took me three years before I could tell Paul that I’d had that conversation, but after that, I stopped. I was like, that would be cool if you have Ultron, and you have Vision and Paul played him.

And Scarlet Witch and Pietro, definitely. They’re from my era, they’re very different, their powers are different. It’s not all punching, it gives a different palettes. We can do more interesting things, it’s fun. Those things were all absolutes.

Marvel

Introducing characters like Pietro, are you always thinking that you’re building this huge arc that is going to play out over Phase Three or Four?

Yeah, I mean, you’re aware of that, um, but you sorta can’t be slavish to it…You don’t want people to think wow, that’s part one of something or even part two of something. I have been lambasted for criticizing ‘Empire Strikes Back’ though I wasn’t criticizing the film which I love very much. I was talking about the experience of having a movie not end. It’s weird for me and kind of disturbing. For me, I need to get everything in that I need from him and then, you know, if he continues, either I or somebody else will need more. And these characters have existed in their iconic narratives for longer than I’ve been around which is just really long.

When you filled your notebook up are the ideas you wrote down the ones you’re doing?

A lot of them, a lot of them. And there’s some that you’re like, this is it; this is the heart of—and that doesn’t work. But, yeah, generally speaking it’s character stuff, really. It’s not necessarily plot stuff because that’s the stuff that, you know, you can pull out of yourself with agony. The character stuff of, “can these people connect and these people can’t connect, and we can tear them apart and bring them together,” that’s the stuff that, you know, makes me wanna make a film, not like, “oh, and then there’s a cool plot twist.”

Can you talk about the success of The Hulk in the first film. Did you want to preserve him for the world of the Avengers?

Well, I wasn’t the one who said don’t make a ‘Hulk’ film or anything like that. It was Kevin [Feige] who said to me, it’s good to have somebody who could only have it in the Avengers. Everybody loves Mark. He’s phenomenal. But the fact that there hasn’t been a Hulk since that Hulk, uh, it doesn’t suck. I mean, my job is hard enough, you know. Cap’s had a movie, Thor’s had a movie, Iron Man had a movie. I have to juggle everybody’s perception of that while still making a movie that you can see having not seen any except the first Avengers, or not even that.

You said that the movie is much bigger this time around. So…how much bigger?

Um, I don’t remember saying it was bigger. I remember saying it was harder. But it is bigger. The cast is bigger. The scope is bigger. We have more to work with. Not that we’re trying to spend more. In fact, we’re trying to avoid bloat wherever possible. But, we have a bigger world to work with, and a bigger world for them just to be in.

Once they exist as a team, we have to deal with what everybody thinks about that, and what that means to the world. So, it’s not as simple as it was.

Is there a Dr. Frankenstein’s monster thing happening with Tony Stark and Ultron?

You know, in the Marvel universe, there’s a lot of Frankensteins. Steve Rogers himself, one of the better-looking Frankensteins of our era. Um, uh, and yeah. There’s always an element to that. There’s a lot of people, whether they’re trying to do good or bad, who think they have the next big idea. And the next big idea is usually a very bad one.

Marvel

Can talk about the expansion of the Hulk character and will we hear him talk more this time around?

His monologue about his childhood is very poignant and lacks pronouns. No. The talking thing is something that I…I pitch it and I take it away. It’s moment to moment. Done wrong, it could kill ya. So, I’m pretty leery about that. But Banner, you know, has a significant role, and the Hulk, we’re not…we really held back on him for a long while in the first one. That said, there’s something terrible coming that you’ll love.

Just what makes the Hulk so hard to write is that you’re pretending he’s a werewolf when he’s a superhero. You want to see him, Banner doesn’t want to see him, but you don’t want Banner to be that guy who gets in the way of you seeing him. So the question is, how has he progressed? How can we bring changes on what the Hulk does? And that’s not just in the screenplay. That’s moment to moment, because you know that even when they are putting in post mix and temp mix you know, they have a library of two roars. “Aaarrgh! Uuurrgh!” What if he wasn’t roaring? I’m angry, and I’m not roaring. I’m being very polite to a lot of reporters, but I’m filled with rage.

Quicksilver and Scarlet Witch: Are you bringing them in with the age of miracles? Is there an explanation besides war technology?

Strucker’s been doing experiments, and he’s got the scepter, and he’s been using alien tech to do them. It’s kind of where I landed with that. Uh, but look for an exciting ret-con in ‘Avengers 6'!

In terms of coming back for a sequel, now you’ve worked with this cast and you’ve had that first experience. Does that help you find the voice the second time around? Are things that you knew that you wanted to do specifically because of the actors?

Yeah. I mean, most of them had already played the parts before. You know, it’s hard not to hear Robert Downey, Jr. in your head. Um, he’s very distinctive. It’s been easier for me to give them what they are comfortable with, and also to let them sort of mold stuff a little bit, you know? There are certain things where I’m like, if you want to make this more your own in some way that I haven’t thought of yet, I’m – you know. We have mutual trust, where if I say, I know this feels weird, but I need it, they will back me. And if they say, I feel like I could come at this differently, I will back them, because, you know, we’re creating those characters together, and they will always see something that I missed. And they will always have some little insight. Especially when all ten of them are in a room. I’ve got all of these enormously interesting actors playing enormously interesting characters. I’m not going to get every nuance of everybody. And somebody will say, Wait a minute, aren’t I dead already in this scene? Should I have so many lines? Right, good point. Sorry.

By the way, please don’t turn that into a headline. I’m so sick of reading about killing people (laughs). A joke.

Where’s does Wanda fall in the sort of tradition of the strong but somewhat damaged-by-powers characters that you’ve written in the past, like Buffy?

Well, you know, “strong but damaged by power” describes every person in this movie. It may, in fact, describe what the movie is about. You know, the more power that we have, the less human we are. Her damage pre-dates her power and, these kids have had a rough history. Is she in an idiom with which I am comfortable? Why, yes sir, she is.

In Phase 2, Hawkeye wasn’t around too much. Are we gonna find out what he’s been up to in this film?

Yeah, We are. ‘Cause somethings up with that boy. That’s all I’m gonna say.

Marvel

About the character of Ultron: Obviously you have a guy like Spader who has an incredible presence—how is he acting in a general scene amongst humans, his open philosophy, how that translates to the screen?

You mean Spader himself?

And the character of Ultron.

Ultron feels a certain distance from humanity, and the day Spader got here we put on the mocap pajamas, a giant thing with red dots on it for his eye line, a giant pack, and a helmet with two cameras in his face with lights to record his performance, he then did a scene with Scarlet. But not look him in the eye because, she was looking up in his eye line, and nor could he see her because he had two lights shining in his face, and he had his glasses on.

Therefore, he has a certain distance from humanity, too. And god bless him, he was wonderful and, very game. And, he has been the whole time. Very interested in the mechanics of the mechanics. He and I share a genuine love of this version of Ultron and, he has an innate eccentricity in his delivery that is everything that I had hoped Ultron would be.

How is he different from, uh, other villains you’ve seen in superhero movies?

I think for me, there’s always a point where I’m writing where, you know, “They’re right! ‘The Avengers’ sucked! Got to do something about that. We got to take care of these guys.” Hopefully, you will come out of this, if not agreeing with him, getting him, and getting his pain, which leads to a lot of damage, and some humor. Wow’s he different? I mean, villains are different from each other (laughs).

The important thing for me is he’s not this external thing. He’s not ‘Independence Day’. I’m not criticizing that movie, but I’m saying that it’s not like [the movie] spent some time on the alien going, “I hate that Will Smith! Punched me right in the face! The first day there!” When [Ultron is] in his scenes, you want to feel like he will never understand that he’s not the hero.

With Quicksilver, did the X-Men Quicksilver that just came out change your visual approach to anything? The speed shots?

Not really. I mean, there’s some things that we now would probably care to avoid just so that we’re not… But we were never doing the same version. Obviously at some point we’ll go into slo-mo because, you know, that’s what’s fun about a super speedy guy. I mean, for me, what’s fun about Quicksilver isn’t necessarily seeing Quicksilver, it’s seeing the Avengers the way he does. They really took to the mattresses with that one scene, but he’s just a very different guy in ours and, I think we we’re just kind of proceeding as planned.

Are you already thinking big ideas for how stuff will connect down the road. ‘Avengers 3', stuff like that?

There comes a point in filming when you are writing, filming and editing and you cannot make a grocery list. I haven’t had a good idea about anything. We’re just past the halfway point, and I’m still finessing and finessing and finessing, and, and, uh, I got nothing.

-----

Whedon hasn’t thought ahead to ‘Avengers 3', likely because he doesn’t have to. Since our time on set, Joe and Anthony Runno, directors of ‘Captain America: The Winter Soldier’ and it’s upcoming sequel ‘Civil War’, have been the rumored replacements for Whedon for the final, two-part ‘Avengers’ film, subtitled ‘Infinity War’. His three-year contract with Marvel expires on June 1, 2015, one month after ‘Age of Ultron’ opens in theaters.