Scarlett Johansson was pregnant during filming, so many of her scenes were scheduled early in filming before she began to show. To help hide her pregnancy later in filming, three stunt doubles were hired. This caused a lot of confusion amongst the other actors since, according to them, all of the stunt women looked very similar to Johansson. Chris Evans stated that it got to the point where he would say hello and start a conversation with one of them only to realize midway that the person he was talking to wasn't Johansson. Ultimately, some scenes used CGI to hide Johansson's belly.

James Spader was Joss Whedon's only choice for the role of Ultron, because of his "hypnotic voice that can be eerily calm and compelling, while also being very human and humorous."

Because Ultron was eight to nine feet tall, the five-foot ten-inch James Spader had to wear an antenna-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 three feet above his head. This was done so that the cast members that shared scenes with him would have a reference point for where his eyes would be. The two red balls represented the placement of Ultron's eyes. Elizabeth Olsen 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, Aaron Taylor-Johnson would yell "Red balls! Look at his balls, Lizzie!" at her in order to get her to look in the right direction.

On James Spader's first day on-set, the cast was so impressed by his performance that they applauded and cheered for him after his first take.

Thanos was considered to be the next villain, but Joss Whedon decided against him in favor of Ultron: "We have to stay grounded. It's part of what makes the Marvel Universe click, their relationship to the real world. Thanos is not out of the mix, but Thanos was never meant to be the next villain. He's always been the overlord of villainy and darkness." Instead, Thanos would appear in Avengers: Infinity War (2018) and Avengers: Endgame (2019).

Aaron Taylor-Johnson was asked to lose weight (muscle mass in particular) because he looked too strong to portray a runner, who is usually trim.

Joss Whedon has said that he wanted Spider-Man and Captain Marvel to appear in the final sequence, but they were unable to due to timing issues.

It took Joss Whedon a year to convince Aaron Taylor-Johnson to accept the role of Quicksilver. Johnson was concerned over the intensity of the Marvel contracts, the time constraints, and the fact that it was going to be such a large cast. Even after he accepted the role, he was still nervous, but was comforted after he learned that his friend, and Godzilla (2014) co-star, Elizabeth Olsen, would be playing his sister, and would be his filming partner throughout most of the movie.

In the comics, Ultron was created by Dr. Hank Pym (Ant-Man). In this film, Ultron is a dormant project developed by Tony Stark, while Pym gets his own separate story in Ant-Man (2015).

Joss Whedon claimed that juggling all the characters in the film was "a nightmare": "They're very disparate characters. The joy of The Avengers is they really don't belong in the same room. It's not like the X-Men, who are all tortured by the same thing, and have similar costumes. These guys are just all over the place, and so it's tough." He was so exhausted with working on this film, that he decided not to direct Avengers: Infinity War (2018) and Avengers: Endgame (2019).

Quicksilver's role in the film sparked wide discussion over his place in the Marvel Cinematic Universe. The character had been discussed previously as a potential character in both X-Men: The Last Stand (2006) and The Avengers (2012), but legal complexities resulted in his absence from both. But in May 2013, Marvel Studios and Twentieth Century Fox announced a resolution to such issues, and that Quicksilver would appear in this movie, but only under specific parameters: no reference to his relations to the X-Men or Magneto (the character's father), and no reference to Quicksilver's membership in The Avengers could be made vice-versa. This went so far that the character couldn't be referred to as a "mutant" in any Marvel movie. Additionally, other debates between Fox and Marvel led to two different versions of the same character, both of which are presented in two separate franchises.

The trailer was viewed thirty-four million times on YouTube in the first twenty-four hours after it was released. This broke the record that was previously held by Iron Man 3 (2013).

James Spader uses his natural speaking voice for Ultron, with no accent or alteration of his voice.

Joss Whedon cast Quicksilver and Scarlet Witch because he thought their powers would be cool to use in a film: "Their powers are very visually interesting. One of the problems I had on the first one was everybody basically had punchy powers. Quicksilver's got super-speed, Scarlet Witch can weave spells, and a little telekinesis, get inside your head. That's good stuff they can do, that will help keep it fresh."

Industrial Light & Magic developed a new motion-capture system for the film, called "Muse", to better capture the actors' facial and body movements, and combine different takes of the same performance, with regards to Ultron and the Hulk. Andy Serkis (who also has the on-screen role of Ulysses Klaue) was brought on-board to contribute towards Muse's design and improvement. One major benefit of this work for the actor was that in this film, Mark Ruffalo was able to do some of his Mo-Cap performance alongside his fellow cast members on-set and on-location as opposed to, in the first films, where he was working separately from the others. It furthermore reduced the amount of specific facial Mo-Cap sections, as they now were able to do both body and face simultaneously. (Source: The Graham Norton Show (2007) interview).

James Spader was originally just going to be Ultron's voice, but he told the filmmakers that for a main character, he deserved to do more than provide a voice, and so he took on performing Ultron through motion-capture.

James Spader described Ultron as self-absorbed and immature: "He sees the world from a very strange, Biblical point of view, because he's brand new, he's very young. He's immature, and yet has knowledge of comprehensive, broad history and precedent, and he has created in a very short period of time a rather skewed worldview."

Stan Lee's cameo as a War Veteran, at the farewell party for Thor, is a sly inside joke, since Lee did actually join the Army, but never went into battle. Lee's experience writing for Timely Comics (before it became Marvel) was put to use instead, for the Army's medical division, thinking up slogans for posters about preventing the spread of venereal diseases that were drawn by Theodore Geisel a.k.a. Dr. Seuss.

According to Mark Ruffalo, his portrayal of The Incredible Hulk is inspired by Peter David's Hulk comics, where The Incredible Hulk and Bruce Banner were a split personality case: "There's a very cool thing happening in the film: Hulk is as afraid of Banner, as Banner is afraid of Hulk. Both of these guys are obviously the same guy, and they have to come to peace somehow with each other, and this confrontation is building across this film."

The first trailer was intended to be released after the October 28, 2014 episode of Agents of S.H.I.E.L.D. (2013) . A low-quality version of the trailer leaked online on October 22, 2014. In response, Marvel published the high-definition version of the first trailer on its official YouTube channel the same day. Marvel's official Twitter account announced the official trailer with a tongue-in cheek statement blaming Marvel's villainous organization H.Y.D.R.A. for the leak.

Hugh Jackman, who played Wolverine in the X-Men film franchise, has expressed an interest to play Wolverine in an Avengers sequel, despite the rights issues between Marvel and Twentieth Century Fox over the X-Men. Jackman stated that he wanted to see Wolverine battle Iron Man. Rumors have spread recently, however, that Twentieth Century Fox and Marvel met to discuss an unknown deal. This could potentially involve an agreement similar to that between Sony and Marvel which gave Marvel the ability to include Spider-Man in the Marvel Cinematic Universe. Wolverine first appeared in the comics as an enemy of The Incredible Hulk. During the Avengers vs. X-Men comic book event, he was rivalled with Captain America.

Lou Ferrigno contributed to the voice of The Incredible Hulk in this movie. He has played The Incredible Hulk in almost every live-action version since 1978. He played The Incredible Hulk in The Incredible Hulk (1978), and its subsequent three television movies, and he voiced The Incredible Hulk in The Incredible Hulk (2008), in which he also played a security guard. He also played a security guard in Hulk (2003). He has also voiced The Incredible Hulk in various animated productions.

"Marvel Ultimates" comic is famous for featuring a controversial incestuous storyline between Quicksilver and Scarlet Witch. According to Elizabeth Olsen, while this particular aspect would not be overtly present in the film, she and Aaron Taylor-Johnson "played around" with certain parts of it: "Every time you see an image of them, they're always holding each other's hand and looking over each other's shoulder. They're always so close, it's almost uncomfortable. Aaron and I have been playing a little bit with those kinds of images just for ourselves."

Elizabeth Olsen and Aaron Taylor-Johnson consulted each other before accepting the roles of Scarlet Witch and Quicksilver. The two became friends while filming Godzilla (2014), and as soon as they found out that both had offers, they called each other to check if the other was doing it before signing on.

In Agents of S.H.I.E.L.D. (2013) season two, episode nineteen, "The Dirty Half Dozen", it is Agent Coulson (Clark Gregg) who breaks into a H.Y.D.R.A. base and locates Loki's (Tom Hiddleston's) scepter. He then contacts Maria Hill (Cobie Smulders), so she can let The Avengers know to go to Sokovia and retrieve it, as they do in the beginning of this movie.

Character screentimes: Captain America = 50:25 Iron Man = 45:34 Black Widow = 33:07 Quicksilver = 26:43 Bruce Banner/The Incredible Hulk = 23:55 Scarlet Witch = 20:59 Hawkeye = 19:56 Thor = 14:18 The Vision = 8:41

Aaron Taylor-Johnson described his approach to Quicksilver as inspired by the "Marvel Ultimates" comic: "He and his sister have been abandoned by their parents, and they grew up in Eastern Europe defending, and looking out for themselves, and each other. His sister really is his guidance, emotionally she's the one who looks after him, and vice-versa. He's very overprotective physically, he doesn't want anyone touching her."

When Elizabeth Olsen and Aaron Taylor-Johnson learned that their roles Wanda and Pietro Maximoff would be based on their "Marvel Ultimates" version, they both read and studied every single issue in order to prepare for the role.

Aaron Taylor-Johnson's favorite superhero amongst The Avengers is Chris Hemsworth. Taylor-Johnson was impressed by Hemsworth, saying "The only one who has an otherworldly superhero physique is Hemsworth. The size of his arms is like the size of my thighs. Just to be an actor and transform your physique and body to that level, he's essentially a god. Everyone in the cast is charming and brilliant, but you look around the room and you go 'that guy is definitely the superhero.'"

The film was named after a 2013 Marvel comic series "Age of Ultron". However, Producer Kevin Feige explained that that particular comic would not be used as a storyline: "We came up with a few titles, but every month a new comic book appears, and 'Age Of Ultron' is a great title. We had a few other 'Of Ultrons', but that was the best one. So we're borrowing that title, but taking storylines from decades of Avengers storylines."

According to Aaron Taylor-Johnson, no one realized that no plans for a wrap-party had been made until the last day of filming. As a result, Joss Whedon gathered the cast at the end of the day and made them walk around the small Italian town in which they were filming, while it snowed heavily, until he found an appropriate place for a party. They finally found a small club and the cast, along with Whedon, danced until four in the morning.

Chris Evans and Chris Hemsworth have stated in separate interviews that Joss Whedon initially hadn't told them the arc of the plot, with Evans claiming that he didn't even know the title of the film until the official announcement at Comic-Con. Additionally, Hemsworth and Cobie Smulders (Maria Hill) have both admitted to not knowing who Ultron is.

The prelude to this film is on the mid-credits scene of Captain America: The Winter Soldier (2014).

Paul Bettany (The Vision) is good friends with Stellan Skarsgård (Dr. Erik Selvig). In fact, Bettany and his wife Jennifer Connelly named their firstborn child "Stellan", after Skarsgård.

Elizabeth Olsen worked with a dance choreographer to make her movements more graceful for action sequences.

Joss Whedon described this film as "Smaller. More personal. More painful. The next thing that should happen to these characters, and not just a rehash of what worked the first time. A theme that is completely fresh and organic to itself."

At some point, The Abomination (the villain from The Incredible Hulk (2008)) was going to be an antagonist in the film, or secondary villain, and Tim Roth would have reprised his role from that film. However, The Abomination was written out of the film.

In an interview with Empire Magazine, Writer and Director Joss Whedon said that he wanted to lengthen the scenes with Thor at the pool, and his vision, but executives issued an ultimatum, stating that it could be lengthened, but it would be in place of Hawkeye's farm scenes. Whedon chose to keep the farm scenes.

Quicksilver's running visual effects were created by first filming with an ultra-high-speed camera, and then filming Aaron Taylor-Johnson running in the same scene at regular speed, and then digitally splicing the two scenes together.

In the comics, Scarlet Witch and Quicksilver are born mutants. In this movie, they got their powers due to experimentation of H.Y.D.R.A. on them. This change has to do with the fact that Twentieth Century Fox holds the rights to the X-Men film franchise and the whole mutant concept. Therefore, this change was intended to disassociate the film from the X-Men film franchise to avoid legal issues.

This is the first (and so far only) time in the Marvel Cinematic Universe that Thor appears in a movie without Loki. Tom Hiddleston did film a scene, reprising Loki, but it was ultimately cut from the final version, as Joss Whedon felt it "didn't play" well with the film as a whole.

In the comic books, Black Widow was a former ballerina subjected to mental conditioning and experimentation. Scarlett Johansson describes this part of her history as critical to her role in this movie: "She's realizing she never made an active choice, she's a product of other people's imposition. That's going to catch up with her. That's bound to have a huge effect. There's got to be a result of that realization. You'll see her actively making some choices in her life, for better or worse."

The Hulkbuster armor has three arc reactors on the front: one on the chest and one on each knee. Six on the back: four on the back and one on each calf. Excluding the arc reactor of the suit worn underneath the Hulkbuster, it's safe to say that it takes nine arc reactors just to power the gargantuan suit.

The movie set up future Marvel movies. The presence of Ulysses Klaue and the fictional country of Wakanda set up Black Panther (2018). Thor's visions of an apocalyptic event on Asgard and the Infinity Stones set up Thor: Ragnarök (2017). The assemblance of the New Avengers and departures of Tony Stark and Hawkeye set up Captain America: Civil War (2016). Thanos taking the Infinity Gauntlet set up Avengers: Infinity War (2018).

Elizabeth Olsen described the Scarlet Witch as unstable: "She has such a vast amount of knowledge, that she's unable to learn how to control it. No one taught her how to control it properly, so it gets the best of her. It's not that she's mentally insane, it's just that she's just overly-stimulated, and she can connect to this world, and parallel worlds, at the same time."

Hawkeye's new uniform combines elements of his original Marvel Comic outfit, his Ultimate Marvel outfit, and his Ronin identity.

Writer and Director Joss Whedon described Ultron as a perfect villain for The Avengers: "He's got a bee in his bonnet, he's always trying to destroy The Avengers. He's not a happy guy, which means he's an interesting guy. He's got pain."

(At around twenty-eight minutes) During the party in which people are attempting to lift Mjölnir, everyone fails except Steve Rogers, who is able to move it slightly (you can see Thor's smile quickly disappear when he does). This is a reference to the fact that Rogers is one of the only humans who are considered worthy to wield Thor's Hammer, and does so in one of the comic books. During an interview, Joss Whedon implied that Rogers was fully capable of lifting Mjolnir, but pretended otherwise to spare Thor's feelings.

Despite Ultron and The Vision having two seemingly different personalities, they share the same origins. They both came from the Mind Stone. Ultron was born from a dormant intelligence within the Mind Stone, whereas The Vision was born from the remainder of the Stone's contents. So in a way, they are the "good" and "bad" of the Mind Stone, which suggests that the other Infinity Stones may possess their own sorts of intelligence and personality.

This film has the most visual effects shots for any Marvel movie to date, with over three thousand. Previously, Guardians of the Galaxy (2014) held the record with two thousand seven hundred fifty shots.

This film marks the first Marvel Cinematic Universe appearance of Tony Stark without Pepper Potts, with the exception of his cameo role in The Incredible Hulk (2008). It is also the only Iron Man or Avengers film that does not feature Pepper Potts.

Elizabeth Olsen stated in an interview that she is happy that her character's outfit is not accurate to the comic book, as it would be inappropriate for combat.

(At around twenty-five minutes) In his cameo, after getting drunk, Stan Lee says "Excelsior", the same phrase with which he ended his weekly "Stan's Soapbox", which appeared in every Marvel comic book.

Approximately two hundred German small-town movie theaters boycotted the film upon its release, after Disney announced that they demanded fifty-three percent of ticket sales as movie rent, without taking into account the smaller sizes of small-town venues.

(At around one hour and seventeen minutes) In Thor's vision, a brief shot of the four currently revealed Infinity Stones are seen coming together to form sixty-six percent of an ethereal image of the Infinity Gauntlet (this includes the Orb, the Scepter, the Aether, and the Tesseract). In this shot, it is revealed that the Aether and the Tesseract are actually containers, of sorts, for the Infinity Stones within. The Tesseract is shown to be shattered, revealing a more ovular blue gem, and the Aether disperses to reveal an ovular red gem.

In The Avengers (2012), Banner is shown becoming The Incredible Hulk, but is never shown reverting back to Banner. In this movie, Banner is never shown becoming The Incredible Hulk, but is shown reverting back to Banner.

Paul Bettany described The Vision as a nascent newborn: "He's both omnipotent and totally naive, the sort of danger of that and complex nature of a thing being born that is that powerful. The choices he makes morally are really complex and interesting."

Before the release of this movie, Loki's scepter was confirmed to house, and be powered by, an Infinity Stone. Many speculated that the Stone in question was the Mind Stone, given how it was used by Loki in The Avengers (2012). Here, it is revealed by Thor that Loki's scepter was the Mind Stone, except it wasn't the blue gem visible to everyone. The blue gem seen in the previous movie, featuring the scepter, is actually a container for the Mind Stone, while the Stone is yellow. In the comic books, however, the Mind Stone is blue.

The first word spoken in the film by an Avenger is "shit".

Neither Quicksilver, nor Scarlet Witch, are called by their superhero names in this movie. They are referred to as "the Enhanced", "the Twins", or their full names Pietro and Wanda Maximoff. However, Tony Stark calls Wanda a "witch" during his fight with The Incredible Hulk.

Aaron Taylor-Johnson and Elizabeth Olsen worked back-to-back with each other, first playing husband and wife in Godzilla (2014), and now brother and sister in this film.

(At around forty-nine minutes) When Scarlet Witch tries to mind control Hawkeye, he neutralizes her and quips "I tried the mind control thing. Not a fan!" This is a reference to Jeremy Renner being openly displeased with his character being mind controlled by Loki during most of The Avengers (2012).

(At around one hour and thirty-five minutes) When Tony Stark (Robert Downey, Jr.) is picking a new A.I., one of the chips says "Tadashi", in reference to the chip that's in Baymax, from Big Hero 6 (2014), another Marvel property.

Robert Downey, Jr. described Ultron's creation as a process of recognizing limitations: "The downside of self-sacrifice, is that if you make it back, you've been out there on the spit, and you've been turned a couple of times, and you feel a little burned and traumatized. Tony Stark wants a break from saving the world, having done so at least nine times now. So his focus is more on how can we make it, so that there's no problem to begin with. That, you know, there's a bouncer at our planet's rope. That's the big idea."

The opening sequence of all of The Avengers fighting and supporting each other in Sokovia, was the last scene to be completed for the film.

Klaue is seen wearing a necklace with a claw. The comics state he got that from murdering T'Chaka, the King of Wakanda, and the current Black Panther (2018) T'Challa's father.

Joss Whedon wanted to get a "number of different looks and textures and moods" to give the film a different and fresh aesthetic from its predecessor, so he shot in different locations around the world, including South Africa, England, Italy, and South Korea.

(At around forty-eight minutes) When Tony Stark tries to lift Thor's hammer, he jokes saying "I'm re-instituting Primae Noctis". Primae Noctis was, allegedly, a law in late Medieval Europe by which a feudal Lord could claim the "first night" (implying the night subsequent to her wedding) with any bride in his dominion in order to have sexual relations with her. This practice was depicted in Braveheart (1995).

Cobie Smulders described Maria Hill as being shell-shocked from Captain America: The Winter Soldier (2014): "We're coming into this movie where we don't really know who's a good guy and who's a bad guy, and she's trying to figure out that throughout this film. She's not getting any sleep, she's doing all the work. She doesn't have the kind of manpower that she had in S.H.I.E.L.D."

In the trailer presented at Comic-Con 2013, the dialogue for Iron Man, Captain America, Bruce Banner, Nick Fury, and Maria Hill was taken from The Avengers (2012), except Thor's, which came from a deleted scene of Thor: The Dark World (2013).

(At around two hours and five minutes) Hawkeye's newborn son has the middle name "Pietro". This is in honor of Pietro Maximoff (Quicksilver), who saved Hawkeye's life.

(At around two hours) When The Vision rescues Scarlet Witch, and carries her away, they have a "moment". In the comic books, the two end up married.

In the comics, Lieutenant Colonel James Rhodes (War Machine) has been in three different teams of Avengers: the main Avengers, the West Coast Avengers (led by Hawkeye), and the Secret Avengers (led by Captain America). Here, all three Avengers members appear on the same team.

(At around one hour and three minutes) Clint Barton is called "Hawkeye" just one time in the entire movie by his wife, Laura.

Paul Bettany was Writer and Director Joss Whedon's only choice for the role of The Vision.

(At around eleven minutes) The elaborate sculpture depicting The Avengers battling Ultron on top of a rock, as seen during the end credits, resembles the same rock that Tony Stark (Robert Downey, Jr.) saw in his vision, with all of his comrades lying on top of it, either dead or dying.

In the comic books, the supervillain Ulysses Klaue was manipulated into battling The Avengers by the Crimson Cowl, who was Ultron operating under an alias. This event appeared in this movie, but leads into Black Panther (2018), where Klaue becomes an antagonist of the hero.

Robert Downey, Jr., Jeremy Renner, Chris Hemsworth, Mark Ruffalo, and Scarlett Johansson were called in three months before the release of the film to do several re-shoots.

In the comic books, The Wasp was the one who gave The Vision his name, shocked upon seeing him for the first time. In this movie, he's named by Thor and Ultron. Thor refers to him as the "vision" he received in the form of a prophecy, and Ultron refers to him as the object of his "vision" for the future.

Avengers: Infinity War (2018) and Avengers: Endgame (2019) were announced before the release of this film.

The visual effects team based Ultron's main body on a Swiss watch: "He is the perfect robot, he's elegant, beautiful, and sophisticated."

In an early script, Ultron was created by the government to eliminate the need for The Avengers, but Ultron turns on its creators and The Avengers again team up to stop him. However, this draft was changed.

Joss Whedon describes Ultron as having a mission: "Ultron sees the big picture, and he decides to implement radical change, violent and appalling, in order to make everything better. He wants to save us."

Joss Whedon was inspired by The Godfather: Part II (1974): "It's a very different movie from the first film and a ton has happened in-between, but you don't need any information. It's there in the film about what's happened since, what's different, and why is this a different film; why is it a different kind of structure, and why is it darker. It's all there, you're in the vernacular of the first movie and you're just ready to pick up in this new place, and hopefully that's what will happen with my movie. "

Ultron takes various Iron Man armors for his body. This is a reference to Tony Stark designing a sentient armor in the comic books, which lost its morality and tried to kill Stark. Incidentally, that was Ultron's doing. He'd developed an android, named J.O.C.A.S.T.A., who eventually rebelled against her master, and became an Avenger, and Tony Stark's mechanical aide, but suffered from being programmed to rebuild Ultron.

Chris Evans (Captain America), Aaron Taylor-Johnson (Quicksilver), and Stellan Skarsgård (Dr. Erik Selvig) all share the same birthday of June 13, while Mark Ruffalo (Bruce Banner) and Scarlett Johansson (Black Widow) share the same birthday of November 22.

According to Visual Effects Supervisor Paul Butterworth, J.A.R.V.I.S.' hologram design is based on an orrerry, a clockwork device. Ultron's hologram was designed to be more complex and unstable: "He has multiple shells of biotechnology and weird faceted spheres that crease and move around and fold. Sometimes it can be like a rhomboid, sometimes a sphere."

The general attire of Pietro and Wanda Maximoff in this film is a tribute to their appearance in X-Men: Evolution (2000), where Pietro had on blue jeans and sports shirts, and Wanda had on a black dress and red coat.

To keep production a secret, the working title for the film was "After Party".

In Iron Man 3 (2013), if you look closely during the scene where Maya, Tony, and Pepper are discussing the huge stuffed bunny in the living room, you can see Tony has hung a stocking for J.A.R.V.I.S. The stocking just so happens to be the same colors (red, green, and yellow) as The Vision, the android, into which Tony and Bruce put J.A.R.V.I.S., in this movie.

There are many nods to Captain America: Civil War (2016): Cap and Tony disagreeing on a lot of issues in the movie, chopping wood scene, and Cap and Tony fight briefly before Vision awakens.

(At around one hour and forty minutes) The orchestral theme that is swelling and abruptly halting as Black Widow and Bruce Banner kiss, before Bruce being pushed over a cliff, is lifted from the Kingdom Hearts video game franchise.

(At around one hour and twenty-seven minutes) Tony Stark (Robert Downey, Jr.) wears a Bruce Lee t-shirt. Downey has a black belt in Wing-Chun.

In this movie, Quicksilver/Pietro Maximoff was played by Aaron Taylor-Johnson. In X-Men: Days of Future Past (2014), X-Men: Apocalypse (2016), and X-Men: Dark Phoenix (2019), Quicksilver/Peter Maximoff was played by Evan Peters. The two actors were in Kick-Ass (2010).

Scarlet Witch (Elizabeth Olsen) wears a new costume at the end of this movie, which was based on her "Uncanny Avengers" uniform (a low-cut blouse and pants, with a coat on top).

(At around one hour and ten minutes) Tony Stark's line "It's been a really long day-like, Eugene O'Neill long" is a reference to O'Neill's play "Long Day's Journey Into Night", which centers on a dysfunctional family. Similarly, the line is spoken during The Avengers' lowest ebb.

The motorcycle Black Widow rides in the trailers, and in the movie, is the Harley-Davidson Project Livewire. An electric prototype. It is real, and on tour in the U.S. to test market-demand.

According to Visual Effects Supervisor Ben Snow, The Incredible Hulk was remodelled to bear a closer resemblance to Mark Ruffalo (Bruce Banner). This was accomplished by programming a system of muscles over Ruffalo's existing muscles: "I don't want to come in and see a Hulk without muscles, properly deforming. When you flex a muscle, it retains volume, it can get firmer, its shape will change. We were able to leverage the research so that, in an action, like a bending arm, the muscle doesn't just squash, it actually changes shape. We ended up moving up towards a lot more physical, and correct thing, where you had a three-dimensional mesh, driving a skin mesh, that would slide in two dimensions, and then there was a soft spring mechanism attaching those."

(At around thirty-six minutes) During his first meeting with the Maximoffs, Ultron is seen wearing a crimson cloth like a cloak with a hood. In his first appearance (Avengers #54 1968), he wore one throughout the comic, and had the alias of the Crimson Cowl.

Joss Whedon had said that while directing this movie was exhausting, he would still be interested in directing other superhero films in the future, even discussing Spider-Man and Batman as interesting projects to take on.

Ultron and The Vision are designed to have similar features with each other, and with the general Iron Man armor design.

On this movie, Production Designer Charles Wood and his team built an enormous, new Avengers Tower set that is the largest set ever built for a Marvel movie. Much of the movie takes place there, on its many different levels. A large expanse of glass opens the view to New York City, and one can also see a hangar for the Quinjet. The multiple environments are all connected, with the ability to move from downstairs to upstairs and vice-versa.

Ultron's ability to update and improve himself is based on the hypothesis of an "intelligence explosion". Being one of the possible outcomes of the technological singularity, or the creation of artificial intelligence that is capable of self-improvement, the technological explosion was speculated by British mathematician and cryptologist I.J. Good in 1965 and theorizes that the creation of artificial intelligence could lead to a machine with super-human intelligence and problem-solving skills that would be able to design and build a more capable machine and even rewrite its own software to improve itself. This even more intelligent and capable machine would then be able to design an even more intelligent machine, and so on. If unstopped, this could give rise to a "superintelligence", a machine capable of surpassing human intelligence with the ability to manipulate matter or even the universe itself.

This film has additional music composed by Danny Elfman. This was Elfman's fifth superhero venture after Tim Burton's Batman movies, The Flash (1990), Sam Raimi's Spider-Man movies, and Ang Lee's Hulk (2003).

The Incredible Hulk doesn't speak a single word in this movie, unlike his other appearances in the Marvel Cinematic Universe.

The Avengers tower seen in the trailer was teased in The Avengers (2012), but revealed in an Easter egg during a scene in Captain America: The Winter Soldier (2014). When the Helicarriers are activated, before Rogers shuts them down, you can see the finished Avengers tower, with a picture of Tony Stark.

As the Vision, Paul Bettany wore a scalp and head prosthetic that was attached from his forehead around the ears, down to his neck and shoulders, along with a small chin piece, and then had his face and neck airbrushed in cranberry-purple.

In the comics, Ultron was an android with glowing eyes and mouth. His final body possesses these features as an homage to his comic appearance.

According to Visual Effects Supervisor Christopher Townsend, whenever Scarlet Witch uses her power, either a star or a circle can be seen. This is an homage to the Hex bolts that she has in the Marvel comics, which were in the form of geometric shapes.

(At around three minutes) Henry Goodman (Dr. List) shows up in a scene at the beginning of the movie, when the H.Y.D.R.A. base is being assaulted by The Avengers. He played the same character on Agents of S.H.I.E.L.D. (2013). He also appeared in the mid-credits scene of Captain America: The Winter Soldier (2014).

Shooting in South Korea occurred in the Gangnam district, the area that originated the popular song "Gangnam Style". The cast and crew danced to that song during breaks.

Tony Stark says that the goal for the Ultron program is to create peace, or as he puts it: "peace in our time". When British Prime Minister Neville Chamberlain returned to London after the 1938 negotiations with Adolf Hitler in Munich, he claimed that the outcome would be "peace for our time". This is often assumed to be a promise which (just like the Ultron program) failed miserably, since World War II broke out less than a year later. However, this overlooks how the agreement bought vital extra time for Britain to build up its arms industry, with aircraft factories already being moved from the south and east coasts to the featureless Midlands Plain, which could not be readily navigated by German bombers without radar.

Andy Serkis considers his role a cameo rather than an actual part in the movie.

The fictional country Sokovia, Eastern Europe, is Fort Bard and Aosta Valley, Italy (bordering France and Switzerland) with Cyrillic lettering covering local storefronts.

Ultron starts out as as a peacekeeping force. This is an homage to The Avengers: Earth's Mightiest Heroes (2010), where he had a similar origin.

All of the main, original Avengers in this movie are manipulated in some way by Scarlet Witch, with the exception of Hawkeye. Incidentally, Hawkeye was the only member of The Avengers to be under the mind control of Loki in The Avengers (2012).

(At around fifty-four minutes) This is the first live-action appearance of Tony Stark's Hulkbuster armor. It had previously appeared in various Marvel animated series and movies.

(At around one hour and seven minutes) Black Widow (Scarlett Johansson) says she was sterilized as part of the final lesson of her training as a spy. Johansson was pregnant at the time of filming.

(At around two hours and five minutes) At the end of this movie, Natasha is sent a video of Barton's son wearing a "Nathaniel Pietro Barton" onesie. This shows he is named after Natasha (Black Widow) and Pietro Maximoff (Quicksilver), the two people who saved his life.

The expression, "The sun's getting real low", which was used to calm The Incredible Hulk, references the original comic where Banner would transform every night, but here it is used to make The Incredible Hulk revert back to Banner.

Large portions of the film were shot at Hendon Police Training College in North London. The bronze statue visible in the town square is that of Sir Robert Peele, founder of the modern police force (and the reason police officers are know as "Bobbies" and "Peelers"), which could not be removed for filming. Instead, it was redressed to appear as Vladimir Lenin.

The sound effect used for Vision (Paul Bettany) using his Infinity Stone is the same sound used for Rey's (Daisy Ridley's) blaster in Star Wars: Episode VII - The Force Awakens (2015). The sound for both movies was done by Skywalker Sound.

Jeremy Renner (Hawkeye) and Anthony Mackie (The Falcon) appeared in The Hurt Locker (2008).

One of the highest grossing opening days ever for any film, hitting around eighty-five million dollars in its first day.

The A.I. that Tony Stark builds to replace J.A.R.V.I.S., is called F.R.I.D.A.Y. This is a reference to the 1940's slang term "girl Friday", meaning a woman who performs different secretarial duties around an office. According to the DVD commentary, it's also a reference to His Girl Friday (1940), which was a source of inspiration for the characters' layered, complex, and rapid dialogue.

Saoirse Ronan was considered to play Wanda Maximoff (Scarlet Witch).

(At around twenty-five minutes) Stan Lee, who co-created The Avengers, plays the World War II Veteran, who insists on trying Thor's drink, countering Thor's protest that it isn't safe with: "Nor was Omaha Beach!", referencing the D-Day landings in France on June 6, 1944. Born in 1922, Lee did in fact serve in the Army during World War II, though only in America. Jack Kirby, who co-created The Avengers and Captain America, served in Europe during World War II, and landed on Omaha Beach, though over two months after D-Day. He served as an infantry scout for the Allied Forces, drawing reconnaissance maps and pictures. When the war ended, they both returned to their jobs creating comics. Kirby died in 1994.

The title card doesn't appear until twelve minutes into the movie.

Stuntman Rob de Groot (who worked on Guardians of the Galaxy (2014)) served as a motion capture reference for The Incredible Hulk.

This film is set directly after season two, episode nineteen of Agents of S.H.I.E.L.D. (2013).

This is Chapter Five of Phase Two in the Marvel Cinematic Universe.

In the comics, Helen Cho is the mother of Amadeus Cho (Mastermind Excello), the seventh smartest man in the world. Marvel recently announced that Amadeus Cho will be the new Hulk (Totally Awesome Hulk) starting in December 2015.

During the Iron Man and The Incredible Hulk fight, The Incredible Hulk was originally going to turn gray, an homage to the original color chosen for The Incredible Hulk, when he debuted in Marvel Comics.

While containing numerous Oscar-nominated actors (Robert Downey, Jr., Mark Ruffalo, Jeremy Renner, Don Cheadle, Samuel L. Jackson, and Josh Brolin) this film is the first in the Marvel Cinematic Universe that has no Oscar winners in its cast.

Besides appearing in the scene at the Avengers tower, where The Avengers attempted to lift Mjolnir, War Machine (Colonel James Rhodes) did not make any appearance in any trailers until the eighteenth television spot. Here, he is distinctly lacking his Iron Patriot color scheme, which was most likely scrapped between the events of Iron Man 3 (2013) and this movie. However, he still sports the same heads-up display to Iron Patriot as seen in Iron Man 3 (2013).

(At around forty-one minutes) When Bruce Banner is researching the brand seen on Ulysses Klaue's neck, the data that pulls up is actually from the first two paragraphs of the history section of the Wikipedia article on Wakanda, complete with the parenthetical footnotes. "The Wakandan royal line began with Bashenga, an ancient Wakandan, whose first and only appearance was in Black Panther Vol. 1 #7 (January 1978). Bashenga was supposedly the first king of unified Wakanda, and the first Black Panther some 10,000 years ago. "In the distant past, a massive meteorite made up of the sound-absorbing mineral vibranium crashed in Wakanda, and is unearthed a generation before the events of the present-day. T'Challa, the current Black Panther, is the son of T'Chaka, the Black Panther before him, and a descendant of Bashenga. Knowing that others would attempt to manipulate and dominate Wakanda for this rare and valuable resource, T'Chaka conceals his country from the outside world." More amusing, however, is that the title of this data entry is "Thief - Data (A113)". A113 is a famous Easter egg included in every Pixar movie.

Joss Whedon had originally intended for Loki to appear in Thor's visions, but was told that Tom Hiddleston wasn't available, so the scene was re-written to feature Heimdall instead. Hiddleston was subsequently able to film a cameo during re-shoots, but it was removed from the final version.

In the comic books, The Vision was created by Ultron, to kill The Avengers. In this movie, he's created by Ultron, given a mind, and base set of ideals by Bruce Banner and Tony Stark, and later given life by Thor to aid The Avengers.

Thor and The Incredible Hulk are not seen again until Thor: Ragnarök (2017).

Robert Downey, Jr. and James Spader appeared in Tuff Turf (1985) and Less Than Zero (1987). There's even a scene in Tuff Turf (1985) where Spader is walking out of a party and there is graffiti painted on a brick wall that reads "The New Avengers".

Elizabeth Olsen drew on her relationship with her older brother Trent and her twin sisters Mary-Kate and Ashley to prepare for the role.

Robert Downey, Jr. and Aaron Taylor-Johnson have portrayed incarnations of Charlie Chaplin. Downey in Chaplin (1992), and Taylor-Johnson played a younger version of Chaplin in Shanghai Knights (2003).

The first two Avengers movies have a mid credits scenes about Thanos, in some way expressing his anger towards Earth and the human race. This sets up Avengers: Infinity War (2018).

(At around one hour and thirty-five minutes) In one scene, Tony Stark is using an SxS Card Reader to upload data. SxS Cards are used by the Alexa camera system, which was used to record this movie.

(At around fifty minutes) The band that Steve Rogers sees in his hallucination is called "The Roy Thomas Players". Roy Thomas was Marvel's Editor-in-Chief during the 1970s, succeeding Stan Lee. Thomas co-created (with artist John Buscema) Ultron and The Vision, during his long and influential writing stint on The Avengers comic books from 1966 to 1972.

(At around two hours and ten minutes) Falcon's costume, as seen at the end of this movie, is slightly different from Captain America: The Winter Soldier (2014). While it is still based primarily on his Ultimate Marvel counterpart, it now has a little bit of red and white coloring added to his flight suit, as a nod to his original red and white Falcon-themed costume from the mainstream comics. This became the standard costume design for the later Marvel movies, in which Falcon appears.

(At around forty-five minutes) During Ultron's rage about being compared to Tony Stark, the disks and plates that make up his cheeks seem to disappear, and then move back into position when he is confronted by Thor, Captain America, and Iron Man. It is possible that when angered, these cheek plates retract, to allow his jaw more articulation, mainly for expressing speech, and possibly as a nod to the open-mouthed face of Ultron in the comic books.

First full movie since Iron Man (2008) that Tony Stark has not had an arc reactor in his chest (the arc reactor had been removed by the time of the epilogue scene in Iron Man 3 (2013), when Tony visits the rubble of his house).

Aaron Taylor-Johnson's costumes deliberately consisted of "sporty, long-sleeve, cycle top, compression t-shirts and things like that" to be able to show off his physique, and "give an idea and sense of it".

Long before the release of this movie, Joss Whedon said that Quicksilver and Scarlet Witch would not be immediate allies of The Avengers.

According to Visual Effects Supervisor Ben Snow, the cyberspace sequences were based on a planetarium: "The Internet grows from nothing to these forms that are massive amounts of glass cubes with colored data in them. Things form and then break away and form another structure, they're like moving sculptures."

This is Joss Whedon's first directorial sequel, although he did direct Serenity (2005) as his theatrical directorial debut, which was a movie follow-up to his television series Firefly (2002).

(At around thirteen minutes) Stark's command to J.A.R.V.I.S., "J.A.R.V.I.S., take the wheel" and the bumper sticker on the control panel that reads "J.A.R.V.I.S. is my co-pilot" are references to Carrie Underwood's song "Jesus, Take the Wheel" and the popular bumper sticker "Jesus is my co-pilot".

As of May 17, 2015, it is the third Marvel Cinematic Universe movie to pass one billion dollars worldwide, taking only twenty-four days to do so.

This is Andy Serkis' second comic-book movie, after working on The Adventures of Tintin (2011).

If Marvel Studios had the rights, this film would feature the three strongest fictional metals in the Marvel universe: vibranium (Cap's shield), uru (Thor's hammer), and adamantium (Ultron's original body), but because Twentieth Century Fox owns the rights to everything related to the X-Men, admantium is never mentioned in the Marvel Cinematic Universe.

In this movie, Natasha Romanov (Black Widow) is thirty-years-old, one year older than Steve Rogers (Captain America), who was only twenty-nine-years-old (biologically). In real-life, Scarlett Johansson is three years younger than Chris Evans.

(At around twenty minutes) When The Avengers are returning from Sokovia at the beginning of the film, Bruce Banner is listening to "Casta Diva", an aria from the opera "Norma". It's about a priestess who loves a proconsul, Polion, who loves another priestess, Adalgisa. Similar to what happens to Bruce Banner, Black Widow is in love with him, but at the same time, he loves Betty Ross.

The Vision was not shown until the third trailer.

This movie had the second biggest weekend opening ever, with the biggest opening weekend belonging to The Avengers (2012).

Lindsay Lohan auditioned for the role of Wanda Maximoff.

This is Aaron Taylor-Johnson's fourth comic book movie, after Kick-Ass (2010), Kick-Ass 2 (2013), and Captain America: The Winter Soldier (2014).

(At around forty-one minutes) When The Avengers are digging through paper files for information on Baron Strucker's (Thomas Kretschmann's) associates, they find a file on Ulysses Klaue (Andy Serkis). It reads: Ulysses Klaue Affiliation: Former member of the Intelligencia Citizenship: Belgian Place of Birth: Netherlands Languages: English, Dutch Personnel Dossier: Ulysses Klaue was an assassin hired to take down T'Chaka at the Pilderberg Conference, in the case that he refused to negotiate Wakanda's resources including vibranium. But, Klaue was also there personally, as the Panther killed his great-grandfather in the nineteenth century, while this one was trying to annex Wakanda. He was paid ten million dollars for the kill. Since this is an official S.H.I.E.L.D. file referring to Klaue as "personnel", the implication is that S.H.I.E.L.D. hired Klaue to kill T'Chaka if he refused to provide them with vibranium. The Intelligencia was a group of super-intelligent villains with a changing roster, that at times fought against The Incredible Hulk, the Fantastic Four, The Avengers, and other individual heroes. It was led at times by the Leader, MODOK, and Ultron, among others. The origins of Leader are shown in The Incredible Hulk (2008) and Ultron in this movie, while MODOK was included in the non-canon Iron Man 3 video game.

(At around one hour and eight minutes) While the phrase "Earth's Mightiest Heroes" is used in a line of dialogue in the film, none of the characters actually utter the word "Assemble". The Avengers: Earth's Mightiest Heroes (2010) and Avengers Assemble (2013) are two animated series adaptations of the Marvel comic.

In the comics, Ultron was built by Dr. Hank Pym (Ant-Man), as a peacekeeping force. However, the character was left out of this movie, because he would be a major character in the next movie by Marvel Studios: Ant-Man (2015). Despite being a founding member of The Avengers, and the central character of the Age of Ultron storyline, this is the second Avengers movie to leave out Dr. Hank Pym.

Nearly every Marvel Cinematic Universe movie, prior to this film, featured product placement by an automaker (with the exception of Thor: The Dark World (2013), which takes place primarily on another planet). While Acura secured a placement deal for The Avengers (2012), Audi replaced it in this one. Audi has previously secured placement in the three "Iron Man" to introduce new models not yet sold in the U.S. In this movie, the new Audis, shown in several scenes, are the S3 Cabriolet and the re-designed 2016 Audi A6 and R8.

Tony Stark is both protagonist and antagonist of this movie: Tony Stark creates Ultron to defend and protect Earth. But, Ultron, who possesses Stark's personality, turns evil, and deems humanity a greater threat to peace on Earth, and sets out to wipe out the human race.

Fourth time Scarlett Johansson and Robert Downey, Jr. appeared in the same movie, and fifth time Johansson and Chris Evans appeared together.

The Vision's creation in this movie, shares many parallels with Frankenstein's monster, such as the controversy of his creation, and the lightning Thor calls down to finish the process, and bring him to life.

When Tony Stark is programming the mainframe at the Nexus, two young technicians are visible briefly, taking selfies with him in the background.

Black Widow's high tech suit was influenced by TRON: Legacy (2010).

First film released in new IMAX Laser 3-D format.

The phone, which Black Widow uses at the end of movie, is the Samsung Galaxy S6. Marvel and Samsung did a lot of campaigning to co-promote the film and Samsung's latest flagship.

The Mark XLV Iron Man used during the final battle, is rumored to be the famous Heroic Age, or The Bleeding Edge Armor, that he used mainly in the comic books.

In order for Iron Man to use his Mark XLIV (Hulkbuster), a satellite that Iron Man calls "Veronica" would launch a pod containing the Hulkbuster Armor, deploying itself around Iron Man. Another pod is deployed, and follows the Hulkbuster during its battles. The floating and following pod contains spare and extra parts, in order to replace certain damaged or missing parts the Hulkbuster might incur.

Many of Quicksilver's scenes were filmed outdoors, to give his running style a sense of vitality and freedom.

(At around thirty-nine minutes) When Pietro tells Ultron the story of how he and his sister lost their parents, at the moment Wanda says "Stark", her eyes glow red.

(At around one hour and fifty-five minutes) When Iron Man, Vision, and Thor are shooting thunder and lasers at Ultron, Ultron's metallic head starts to heat up, becoming red, and making his eyes glow, which is a nod to the comic book look of Ultron.

In the Avengers: Secret War (2017) animated version, Dr. Jane Foster picks up Mjölnir and turns into the Goddess of Thunder, showing that not only is she worthy to wield the hammer, she could now also rule Asgard.

Paul Bettany created a personification of J.A.R.V.I.S., and James D'Arcy played Edwin Jarvis on Agent Carter (2015). They also appeared in Master and Commander: The Far Side of the World (2003).

In the end of the movie, we can see The New Avengers: Scarlet Witch, Vision, Falcon, and War Machine.

In the comic books and cartoons, Ultron created The Vision to aid him in defeating The Avengers. In this movie, The Vision was supposed to be Ultron's next form, as opposed to his most powerful minion.

The Lego sets for this movie have spoiled some parts of the movie, like the Hulkbuster Lego set, in which Scarlet Witch has caused The Incredible Hulk to rampage.

Even though the tagline for The Avengers is "Avengers Assemble", the word assemble was never used in this movie. It is teased at the end of the movie, when Captain America looks at The New Avengers and says, "Avengers" but gets cut off by a black screen.

James Spader was Joss Whedon's only choice for the role of Ultron. In Whedon's Buffy the Vampire Slayer (1996) season one, episode one, "Welcome to the Hellmouth", Cordelia mentions Spader in the first episode of the show in a popularity test: Cordelia: James Spader Buffy: He needs to call me.

In the big fight scene, Ultron uses a sentry to trash talk Captain America, who impales him with his shield, and throws him off the bridge. At the end of the movie, Vision finds a Sentry wandering the woods, trying to escape. They are one and the same.

Idris Elba and James Spader appeared on The Office (2005).

In the film's final battle, Ultron attacks the fictional Eastern European nation of Sokovia. In the Avengers comic book storyline "Ultron Unlimited", Ultron destroys the fictional Eastern European nation of Slorenia.

(At around twenty-nine minutes) Ultron's first body (dubbed Ultron Mark I) resembles a worn out, heavily damaged endoskeletal Iron Legion drone. However, his limbs appear asymmetrical. This is because Ultron created that first body from the disassembled Iron Legion Drone 03, as well as using other parts, which accounts for the patchwork-esque look. Strangely enough, the robotic bodies seen earlier on before the title card, that later become Ultron's drones, share this same, asymmetrical aesthetic. In fact, the only one of Ultron's forms to sport a symmetrical appearance, is the body he has, by the time he meets Wanda and Pietro Maximoff in Sokovia, dubbed "Ultron Prime".

Sasha Pieterse was considered for the role of Wanda Maximoff (Scarlet Witch).

(At around one hour and seventeen minutes) During Thor's vision of the Infinity Stones, they line up in their crystal forms in front of a yellow nebula that bears a striking resemblance to the Infinity Gauntlet.

(At around forty-eight minutes) Thor declares that he is "mighty". One of Thor's titles is "The Mighty Thor".

The first time Bruce Banner has been portrayed by the same actor in two consecutive films, since the three made-for-television films based on the Bill Bixby and Lou Ferrigno version. Thanks to motion-capture, CGI, and animation, The Incredible Hulk has never been portrayed by the same actor in both human and Hulk form.

DIRECTOR TRADEMARK (Joss Whedon): (bare feet): (At around thirty-three minutes) Maria Hill (Cobie Smulders) is tending to her injured foot during the discussion about Ultron following his after-party attack.

First Marvel Cinematic Universe movie to not feature any Oscar-winning actors and actresses. However, it features Oscar-nominated actors Robert Downey, Jr., Mark Ruffalo, Jeremy Renner, Samuel L. Jackson, Don Cheadle, and actress Julie Delpy, who was twice nominated for screenplays. For comparison: the "Iron Man" movies featured Oscar winners Gwyneth Paltrow, Sir Ben Kingsley, and Jeff Bridges. The "Thor" movies featured winners Natalie Portman and Sir Anthony Hopkins. "Incredible Hulk" had William Hurt. The "Captain America" movies featured Tommy Lee Jones and Robert Redford. The Avengers (2012) featured Paltrow again. Guardians of the Galaxy (2014) had Benicio Del Toro, feature in a post-credits scene in Thor: The Dark World (2013).

As of Summer 2015, it holds the record for largest share of a weekend box-office, accounting for 84.5 percent of the total taken in by the top twelve grossing films, during its opening weekend.

Throughout the whole movie, Scarlet Witch and Quicksilver are referred to as "The Twins", "The Enhanced", "Wanda and Pietro Maximoff", or "the Maximoffs".

Though every one of Ultron's forms throughout the movie were named, they are never explicitly referred to as such. Ultron's mangled, broken body is never referred to as "Ultron Mark I", his second body is never referred to as "Ultron Prime", his Vibranium-plated Prime body is never referred to as "Ultimate Ultron", and his drones are never referred to as "Ultron Sentries".

The first Marvel movie soundtrack to have two composers.

The Ultron Sentries are heavily based on Ultron's comic book variation. Their eyes and mouth glow blue, but when Ultron takes control of its body, their eyes turn red, closely resembling Ultron's comic book counterpart.

This is the second movie in the Marvel Cinematic Universe to have the villain's name in the title, the first one being Captain America: The Winter Soldier (2014).

Like The Avengers (2012), Jane Foster did not appear in this movie, and is not seen with Thor at the party at Avengers headquarters. In both movies, she is only mentioned.

Quicksilver has thirty-five lines in the entire movie, not including deleted scenes. One of his lines was repeated.

Elizabeth Olsen plays Wanda Maximoff, the fraternal twin of Quicksilver. Olsen is one year older than Aaron Taylor-Johnson.

(At around one hour and eleven minutes) In the Bartons' barn is a vintage metal sign for Gillette razor blades. Bruce Banner is also seen shaving with a Gillette razor (the Fusion Proglide).

In the German dub, Ultron has the same voice actor as Edward Norton in The Incredible Hulk (2008).

Chris Evans and Aaron Taylor-Johnson share the same birthday, June 13, as does Stellan Skarsgard. Coincidentally, Elizabeth Olsen's sisters, Mary-Kate and Ashley, share this same birthday as well, along with Kat Dennings (who has appeared in the Thor and Thor: The Dark World).

Scarlett Johansson and Mark Ruffalo share a birthday.

Andy Serkis (Ulysses Klaue) appeared in The Prestige (2006) alongside Scarlett Johansson (Natasha Romanov), 13 Going on 30 (2004) alongside Mark Ruffalo (Bruce Banner) and Jennifer Garner, and Inkheart (2008) alongside Paul Bettany (Vision). All feature Serkis in rare, non motion-capture roles.

(At around twenty-nine minutes) After the party in the Avengers' tower, each Avenger, excluding Black Widow, try to lift Mjölnir. According to Marvel Comics, on the hammer is written: "Whosoever holds this hammer, if he be worthy, shall possess the power of Thor", making Tony Stark's "fingerprint" theory somewhat correct.

Tony Stark creating Ultron is heavily influenced by Mary Shelley's Frankenstein. Tony Stark created the Ultron android to defend the world, but Ultron's A.I. becomes corrupted, and he sets out to wipe out the human race.

In the second trailer, viewers might notice Black Widow carrying two rifles. Apparently, when the movie was released, she didn't wield those two rifles. Only one rifle was used by Bruce Banner (The Incredible Hulk), in order to help Black Widow escape from her prison cell.

First movie with Robert Downey, Jr. as Iron Man, that is not nominated for an Academy Award for Best Visual Effects.

When Ultron first appeared in the first trailer, his head appeared black with a faded golden face. With the reveal of the Hot Toys Iron Man Mark XVIII with a detachable Ultron figure (dubbed "Damaged" Ultron Mark I), his head turns out to be a deep navy blue with a faded golden face. The black in the trailer is most likely to do with the lighting of the scene, or a change of the color in either the figure, or CGI render.

This movie was three days shy of being released exactly three years after The Avengers (2012) (The Avengers: 5/4/12, Avengers: Age of Ultron: 5/1/15).

This became the first Marvel Cinematic Universe film to sell over ten million tickets in South Korea.

Although the first live appearance of The Vision might have been in the third trailer, his image was in the promotional art, where The Avengers are fighting the Ultron army. He appears in the left-hand background of the picture.

Quicksilver (Aaron Taylor-Johnson) uses Adidas running shoes.

Chris Evans, Robert Downey, Jr., and James Spader all worked with Molly Ringwald in Not Another Teen Movie (2001), The Pick-up Artist (1987), and Pretty in Pink (1986), respectively.

This is the third Robert Downey, Jr. movie to feature music composed by Danny Elfman. The others being Back to School (1986) and Weird Science (1985).

The first Avengers movie that does not have Gwyneth Paltrow as Pepper Potts, as she appears in The Avengers (2012) and Avengers: Infinity War (2018). It is also the first movie wherein she doesn't appear alongside Tony Stark.

With this film, famed filmmaker Francis Ford Coppola declared his retirement from filmmaking permanently. His film The Godfather: Part II (1974) was the main basis and inspiration for this movie. Just a few weeks before this movie's release, Coppola had heavily criticized it and the present studio system, including Marvel, for turning it into a factory of manufacturing movies for the sake of big money, disregarding quality and artistic values that was championed in the past.

In this movie, Elizabeth Olsen (Scarlet Witch) has a twin brother. In real-life, Olsen has two older sisters who are twins, Mary-Kate and Ashley Olsen.

(At around one hour and fifty-five minutes) Pietro mentions to Wanda that he was born twelve minutes before her. In real-life, Aaron Taylor-Johnson (Pietro) is a year younger than Elizabeth Olsen (Wanda).

Claudia Kim was already acting in South Korea when she was cast in this movie.

Iron Man's Mark XLIII armor is simply a recolored and upgraded Mark XLII. (A claim by the original poster of this trivia entry, without proof, mind you.)

Each Marvel superhero movie has a main theme: -Iron Man (2008) and sequels - Weaponry and technology. -The Incredible Hulk (2008) - Mutation and nuclear power. -Captain America: The First Avenger (2011) and sequels - Experimentation and espionage. -Thor (2011) and sequels - Mythology and religion. -Guardians of the Galaxy (2014) - Extra-terrestrial life and cosmic beings. -Ant-Man (2015) - Telepathy and control of animals. -Doctor Strange (2016) - Magic and witchcraft. -The Avengers (2012) - Alien Invasion. -Avengers: Age of Ultron (2015) - Artificial Intelligence.

Elizabeth Olsen, Samuel L. Jackson, and Josh Brolin appeared in Oldboy (2013).

Prior to the release of this movie, people were wondering why The Incredible Hulk and Iron Man (in Hulkbuster armor) were fighting. One popular theory is that they were simply sparring to see who was stronger. Of course, in the final cut, they were fighting because Scarlet Witch manipulated The Incredible Hulk.

In Supernatural (2005), season eight episode two, "What's Up, Tiger Mommy?", while at a supernatural auction run by Plutus (Gerard Plunkett), Mjölnir (Thor's hammer) is wielded by Sam Winchester (Jared Padalecki), striking dead an ancient who just bought the hammer for "five-eighths of a virgin!"

This is the only Avengers film to not be composed by Alan Silversti.

This is not the first villainous role in a Marvel-based film for Thomas Kretschmann, as he has previously played a villain in Blade II (2002).

(At around one hour and fifty minutes) In The Judge (2014), Judge Palmer mentions that Robert Downey, Jr.'s wife was "playing hide the pickle". Here, Downey says that Black Widow and Bruce Banner are "playing hide the zucchini".

(At around seventeen minutes) While on the table, recovering from his injury, Hawkeye says he will be made of plastic, the doctor says, "No Mr. Barton, it's made of you, even your own girlfriend won't know the difference." He says "I don't have a girlfriend." Later on in the movie, we meet his wife, proving his point.

In the comics, Iron Man, at one point, dons a black and gold colored suit with red eyes and repulsors, as opposed to blue ones, when going up against Ultron. In this movie, however, none of his suits sport this color scheme. The only suit that looked anything like the aforementioned armor, is the Mark XLI (Bones) armor seen in Iron Man 3 (2013).

The role of Wanda Maximoff/Scarlet Witch was reportedly written with Saoirse Ronan in mind; she was used as a 'prototype', and was eyed for the role.

Just after Vision breaks out of the cradle, Stark is standing next to a crate. On it can be seen EMC2. This could be a reference to the Einstein equation E=MC squared, an equivalency to energy, because it took Thor's intervention to apply an excess of energy to complete Vision's birth process.

When it is jokingly suggested that Tony might become the king of Asgard, he says that he would be reinstituting "prima nocta". This was an ancient practice of kings in which they claimed the right sleep with any of their subjects.

When Wanda was mind-warping The Avengers, after she influenced Thor, he immediately retorted, "No one can influence me, for I am Mighty!" The Thor comic had the title "The Mighty Thor".

In the comics, Ultron was invented by Dr. Hank Pym, who was played by Michael Douglas in Ant-Man (2015). Robert Downey, Jr. appeared with Douglas in Wonder Boys (2000). James Spader appeared with Douglas in Wall Street (1987).

This movie is the first Marvel Cinematic Universe movie produced in a 2.39:1 widescreen aspect ratio to be a sequel to the original Marvel Cinematic Universe produced in a 1.85:1 aspect ratio, followed by Ant-Man and the Wasp (2018).

In the comics, Baron Strucker is the father of super villains Andrea and Andreas Von Strucker, who appeared as unrelated characters in The Gifted (2017).

In the comics, it is Hank Pym, not Tony Stark, who creates Ultron. Pym would be introduced later this year in Ant-Man (2015), in which he is played by Michael Douglas. Douglas worked with Robert Downey Jr. in Wonder Boys (2000), and with James Spader in Wall Street (1987).

When Tony is trying to rein in the Hulk, several soldiers get out of khaki-coloured vehicles. These are Casspir armoured personnel carriers. They have been in service with South Africa for several decades, and the high, V-shaped undercarriage is designed to protect against landmines.

Scarlett Johansson starred as the cyborg policewoman "The Major" in Ghost in the Shell (2017). In this movie, The Avengers battle the evil robot Ultron.

Unlike some of the comic books, Scarlet Witch doesn't wear a red suit.

Robert Downey Jr. and Aaron Taylor-Johnson have both played Charles Chaplin, in Chaplin (1992) and Shanghai Knights (2003), respectively.

(At around two hours and five minutes) At the end of the movie, Thor admitted he's worried that four Infinity Stones have appeared already. Thor knows about the Guardians of the Galaxy retrieving the Orb from Ronan, due to his vision, when in the Seeing Pool.

(At around one hour and twenty-three minutes) The scene where Ultron commands his drones to fly down and latch themselves onto the truck in Seoul took three hundred sixty days to complete. It was handled by only one animator, who, upon completion of the scene, received a party and a bottle of champagne for his efforts.

(At around thirty-two minutes) Ultron recites "No Strings On Me", a song from Pinocchio (1940), a Walt Disney film about an inanimate being who gains sentience. Ultron serves as a dark parallel of Pinocchio. They are both technically puppets. Pinocchio being a literal puppet, and Ultron being a metaphoric puppet.

(At around twenty-eight minutes) Black Widow declines trying to lift Mjölnir (Thor's hammer). In the comic books, she was deemed worthy to wield it in an alternate reality story.

Quicksilver's first and last lines were "You didn't see that coming?" and each time he says it to Hawkeye.

(At around one hour and thirty-five minutes) When Tony Stark (Robert Downey, Jr.) goes to upload his new A.I. partner, F.R.I.D.A.Y., there is another drive labelled "JOCASTA". JOCASTA, in the comics, was an A.I. created by Ultron, and her mind and body were modelled after Janet Van Dyne (The Wasp). She would eventually turn against Ultron and join The Avengers.

(At around one hour and forty-five minutes) Hawkeye's line: "Nobody would know. Nobody. The last I saw him, an Ultron was sitting on him. Uh... yeah, he'll be missed. That quick little bastard. I miss him already." was improvised by Jeremy Renner.

Stan Lee: (At around twenty-five minutes) A Veteran at The Avengers' party, who takes a drink of Thor's ale. Lee has said that this is his favorite cameo to date.

(At around twenty-eight minutes) Steve Rogers (Captain America) is the only Avenger, besides Thor and The Vision, who was able to move the enchanted hammer Mjölnir, albeit only making it budge slightly. In the comics, he was able to move it fully, as best seen in the 2012 crossover event "Fear Itself".

Bruce Banner's creation that houses the extra Hulkbuster parts, Veronica, is named that as an in-joke based on the Archie comics. Archie Andrews is always torn between the two women that love him, Betty and Veronica. Banner already had a girlfriend, Betty Ross, so this armor was named Veronica as a contrast to Banner's alternate personality, The Incredible Hulk.

Costel (Isaac Andrews), the boy saved by Hawkeye and Quicksilver at the end of the movie, is the same boy who appeared at the beginning, looking at one of the Iron Legion's drones in Sokovia's market place (accurately, the first body occupied by Ultron after his birth).

For the first time, a major hero (Quicksilver) dies permanently in the Marvel Cinematic Universe. All other Marvel heroes have either stayed alive, nearly died, or been resurrected.

There are two posters for this movie, one has Captain America in front of Iron Man, and another that has Iron Man in front of Captain America. This hints at Captain America: Civil War (2016), where Iron Man and Captain America clash over their superhero beliefs, and lead superhero armies against each other.

Although name checked for the first time, and playing a significant part in the plot, this actually marks the second time the fictional kingdom of Wakanda appears in a Marvel movie. Wakanda was referred to in Iron Man 2 (2010), where it can be seen as one of the hot spots on Nick Fury's map. In the comics, Wakanda is ruled by T'Challa, better known as Black Panther (2018), who made his Marvel Cinematic Universe debut in Captain America: Civil War (2016).

(At around one hour and twenty minutes) Joss Whedon describes Ultron as a know-it-all "teenager". In this movie, one of Ultron's lines is the very stereotypical teenager phrase, "Leave me alone!", which he says to Captain America as he attempts to distract Ultron so Black Widow and Hawkeye can secure The Cradle. Even earlier, when Ultron is ditched by Wanda and Pietro, he tries to call after them, in a manner similar to a kid being blown off by his friends.

(At around forty-five minutes) Ulysses Klaue (Andy Serkis) gets his hand cut off by Ultron. In the comic books, his hand was cut off by the Black Panther, which he replaced with a sonic emitter made of vibranium.

In the mid credits scene, Thanos (Josh Brolin) retrieves an Infinity Gauntlet from a vault, and puts it onto his left hand. In Odin's vault in Thor (2011), an Infinity Gauntlet can be briefly seen, but it is right-handed. This gauntlet is declared a fake by Hela (Cate Blanchett) in Thor: Ragnarök (2017).

The fictional land of Wakanda referenced in this film, is the home of Black Panther, a future ally of The Avengers, and portrayed by Chadwick Boseman in his Marvel debut in Captain America: Civil War (2016).

(At around one hour and forty-five minutes) Foreshadowing Quicksilver's death, Captain America tells Hawkeye, Scarlet Witch, and Quicksilver that, "If you get hurt, hurt 'em back, if you get killed, walk it off." While Cap is saying all of this, they switch between showing the three characters, to whom he's talking. When he says the line "if you get killed, walk it off", Quicksilver is shown.

In this movie, Quicksilver dies saving Hawkeye and Costel (the kid Hawkeye saves before boarding the carrier), from Ultron firing at them from the Quinjet. In X-Men: Days of Future Past (2014), Quicksilver's movements are so fast, that it almost seems that time has frozen, allowing him to move in the midst of almost motionless bullets in mid-air, and even changing their trajectories by simply moving them around. There is evidence in this movie, that Quicksilver can do the same as his "Days of Future Past" counterpart, in the scene where he crosses Mjölnir (Thor's Hammer) trajectory and tries to grab the weapon in mid-air, only to be, to his very surprise, violently taken away with it (since it can only be wielded by "those who have been found worthy"). As Quicksilver is the first major protagonist to die in the Marvel Cinematic Universe, controversy has sparked about how he could have easily avoided such a fate. The reason Quicksilver did not do the same as his X-Men counterpart (and survive the attack) is partially because of the licensing agreement between Marvel and Fox, as no references to Quicksilver's affiliation with the X-Men could be made in a Marvel movie, and no references to his affiliation with the Avengers could be made in an X-Men movie. The other reason being that the Screenwriters for this movie, purposely shrank the scope of Quicksilver's powers, significantly limiting his capabilities, which also served to distinguish him from his X-Men doppelganger.

In the mid credits scene, Thanos (Josh Brolin) takes an Infinity Gauntlet in his left hand, and it says "Fine, I'll do it myself". This glove is the true Infinity Gauntlet. In the comic book published in 1990, Thanos used the Gauntlet to reunite the six Gems of Infinity, in order to increase his powers, after receiving the mission to annihilate half of the population of the entire universe, which was ordered by Mistress Death (the personification of death in the Marvel Universe). While this is the Gauntlet that Thanos will be using, two Gauntlets exist in the Marvel Cinematic Universe, including the one shown in the vault in Thor (2011). Therefore, in Thor: Ragnarök (2017), Hela (Cate Blanchett) claims Asgard's Gauntlet is a fake when she visits the vault.

All four of The Avengers to have solo movies get held by the throat in this movie. Iron Man is choked by Thor, The Incredible Hulk is choked by Iron Man, and Thor and Captain America get choked by Ultron.

As the Avengers are challenged by Thor to pick up the Mjolnir, Cap is the only one to slightly move it. This foreshadows a major plot point in the final climatic battle in Avengers: Endgame (2019).

At the Barton home, Natasha confesses to Bruce that after completing her Soviet training as an assassin, she was sterilized as part of her "graduation" ceremony, and therefore is incapable of having children. At the time of filming, Scarlett Johansson was not only pregnant, but starting to show.

Nick Fury seen cutting a sandwich diagonally, in Hawkeyes Kitchen farm house! In Captain Marvel (2019) in a scene with Carol Danvers She asks him to prove he is not a Skrull. " name a detail so bizarre a Skrull can never fabricate it?" Nick says "he can't eat toast if it's cut diagonally." During the end credits scene of Spider-Man: Far From Home (2019), it is revealed that the Skrull Talos is occasionally hired to impersonate Nick Fury while Fury is off in space, overseeing various operations aboard a Skrull spaceship.

Ultron becomes evil just one minute after its creation.

In the ending scene where Black Widow receives a video message, Hawkeye's newborn son's name is "Nathaniel Pietro Barton", his middle name comes from Pietro Maximoff (Quicksilver).

Captain America and Iron Man talk about Howard Stark (Tony's father) extracting all vibranium from Wakanda several decades ago. In Black Panther (2018), it is revealed that Wakanda has an unlimited reserve of vibranium from a meteor crashed in the country several millennia ago.

Originally, Quicksilver was never going to die. Also, we would have been introduced to Spider-Man and Captain Marvel in the end, with The New Avengers. However, they stuck with the scene in this movie.

Ulysses Klaue gets his hand cut off during a disagreement with Ultron. He also has a brand-mark on his neck that says "THIEF", which he nervously rubs when he talks about his "acquired" Vibranium. In some cultures, thieves have a hand cut off for their crime.

(At around two hours) When Quicksilver is shot by Ultron, he has about eight gunshot wounds all over his body. When he falls down next to Hawkeye, you can only see three gunshot wounds, one in the middle of his chest, one on his left arm, and one on his right leg.

Although Ultron is the main antagonist, Tony Stark is the movie's real villain as he created Ultron with help from Bruce Banner and he later admits Ultron and the Battle of Sokovia was his fault.

Tony Stark (Iron Man) is the film's anti-hero and that everything that happens in the film is all his fault, as he created Ultron with help from Bruce Banner (The Incredible Hulk), and doesn't tell the other Avengers.

(At around thirty-seven minutes) When Ultron says "Invaders make Avengers", this could be a reference to Captain America's first superhero team "The Invaders", which included Namor the Sub-Mariner, Jim Hammond (the original Human Torch), Bucky, and Toro (Jim's Inhuman sidekick). The team at some points also included Union Jack (whose alias appeared in Captain America: The First Avenger (2011)) and Spitfire, his daughter.