Development Jon Favreau said it was originally his intent to create a film trilogy for
Iron Man, with Obadiah Stane (
Jeff Bridges) becoming
Iron Monger during the sequels. After a meeting between Favreau and various comic book writers, including
Mark Millar, Stane became the main villain in
Iron Man. Millar argued that the
Mandarin, whom Favreau originally intended to fill that role, was too fantastical. Favreau concurred, deciding, "I look at Mandarin more like how in
Star Wars you had the
Emperor, but
Darth Vader is the guy you want to see fight. Then you work your way to the time when lightning bolts are shooting out of the fingers and all that stuff could happen. But you can't have what happened in
Return of the Jedi (1983) happen in
A New Hope (1977). You just can't do it". Favreau also discussed in interviews how the films' version of Mandarin "allows us to incorporate the whole pantheon of villains". He mentioned that S.H.I.E.L.D. would continue to have a major role. During development, Favreau said the film would explore Stark's alcoholism, but it would not be "the '
Demon in a Bottle' version". While promoting the first film, Downey stated that Stark would probably develop a drinking problem as he is unable to cope with his age, the effects of revealing he is Iron Man, and Pepper getting a boyfriend. Downey later clarified that the film was not a strict adaptation of the "Demon in a Bottle" storyline from the comic book series, but was instead about the "interim space" between the origin and the "Demon" story arc. The storyline was ultimately downplayed for the film, as studio executives were concerned with how an alcoholic Iron Man would be perceived in marketing and affect merchandise sales.
Shane Black gave some advice on the script, and suggested to Favreau and Downey that they model Stark on
J. Robert Oppenheimer, who became depressed with being "the destroyer of worlds" after working on the
Manhattan Project. An early version for the film's story involved
Justin Hammer creating different villains in addition to
Whiplash, like
Ghost, but the idea was discarded. Ghost debuted in the MCU years later in
Ant-Man and the Wasp (2018).
Pre-production After the commercial success of
Iron Man in May 2008,
Marvel Studios began developing a sequel, with an intended release date of April 30, 2010. That July, Favreau officially signed on to direct following several months of negotiating, while
Justin Theroux signed to write the script, which would be based on a story written by Favreau and Downey. Theroux co-wrote
Tropic Thunder (2008), which Downey had starred in, and Downey recommended him to Marvel.
Genndy Tartakovsky storyboarded the film, and
Adi Granov returned to supervise the designs for
Iron Man's armor. In October 2008, Marvel Studios came to an agreement to film
Iron Man 2, as well as their next three films, at Raleigh Studios in
Manhattan Beach, California. A few days later, Don Cheadle was hired to replace Terrence Howard. On being replaced, Howard stated, "There was no explanation, apparently the contracts that we write and sign aren't worth the paper that they're printed on sometimes. Promises aren't kept, and good-faith negotiations aren't always held up."
Entertainment Weekly stated Favreau did not enjoy working with Howard, often re-shooting and cutting his scenes; Howard's publicist said he had a good experience playing the part, while Marvel chose not to comment. As Favreau and Theroux chose to reduce the role, Marvel came to Howard to discuss lowering his salary—Howard was the first actor hired in
Iron Man and was paid the largest salary. The publication stated they were unsure whether Howard's representatives left the project first or if Marvel chose to stop negotiating. Theroux denied the part of the report which claimed the size of the role had fluctuated. In November 2013, Howard stated that, going into the film, the studio offered him far less than was in his three-picture contract, claiming they told him the second will be successful, "with or without you," and, without mentioning him by name, said Downey "took the money that was supposed to go to me and pushed me out." In January 2009, Rourke and Rockwell entered negotiations to play a pair of villains. A few days later, Rockwell confirmed he would take the role, and that his character would be Justin Hammer. Paul Bettany confirmed that he would be returning to voice J.A.R.V.I.S. Marvel entered into early talks with
Emily Blunt to play the Black Widow, though she was unable to take the role due to a previous commitment to star in ''
Gulliver's Travels'' (2010). Samuel L. Jackson confirmed that he had been in discussions to reprise the role of Nick Fury from the first film's post-credits scene, but that contract disputes were making a deal difficult. Jackson stated, "There was a huge kind of negotiation that broke down. I don't know. Maybe I won't be Nick Fury." In February, Jackson and Marvel came to terms, and he was signed to play the character in up to nine films. Downey and Rourke discussed his part during a roundtable discussion with
David Ansen at the
2009 Golden Globes, and Rourke met with Favreau and Theroux to discuss the role. Rourke almost dropped out because of Marvel's initial salary offer of $250,000, but the studio raised the offer, and in March, Rourke signed on. Later that same day, Scarlett Johansson signed on to play the Black Widow. Her deal included options for multiple films, including potentially
The Avengers. Prior to her casting, Johansson had also researched other Marvel characters she could play, including the
Blonde Phantom and the
Wasp. In April, Garry Shandling, Clark Gregg, and
Kate Mara joined the cast.
Filming Principal photography began April 6, 2009, at the Pasadena Masonic Temple, with the
working title Rasputin. The bulk of the production took place at Raleigh Studios, though other locations were also used. Scenes were filmed at
Edwards Air Force Base from May 11 through May 13. The location had also been used for
Iron Man, and Favreau stated that he felt the "real military assets make the movie more authentic and the topography and the beauty of the desert and flightline open the movie up". The Historic Grand Prix of Monaco action sequence was shot in the parking lot of
Downey Studios, with sets constructed in May and filming lasting through June. Permission to film in Monaco prior to the
2009 Monaco Grand Prix had initially been awarded, but was later retracted by
Bernie Ecclestone. The filmmakers shipped one
Rolls-Royce Phantom there and filmed a track sequence in which race cars were later digitally added.
Tanner Foust took on the role of driving Stark's racing car. Also in June, it was reported that John Slattery had joined the film's cast as Howard Stark. Olivia Munn was also cast, in an unspecified role. A massive green screen was constructed at the
Sepulveda Dam to film a portion of the Stark Expo exterior, with the rest either shot at an area high school or added digitally. To construct the green screen, hundreds of shipping containers were stacked, covered in plywood and plaster, and then painted green. For the conclusion of that climactic scene, which the crew dubbed the "Japanese Garden" scene, a set was built inside Sony Studios in Los Angeles. Filming lasted 71 days, and the film's production officially wrapped on July 18, 2009. A
post-credits scene depicting the discovery of a large hammer was filmed on the set of
Thor (2011), and some of it was reused in the film. Jon Favreau revealed that the scene was filmed with
anamorphic lenses to match
Thor, and was directed by
Kenneth Branagh, the director of
Thor. A large amount of improvisation was done on set during filming, notably from Downey, which necessitated Theroux to do "writing gymnastics" to create a cohesive narrative around the various ad-libs; this process caused Theroux's back to give out and become bedridden because of the stress and toll it took on him. The film's story eventually strayed from the intended adaptation of the "Demon in the Bottle" storyline. Speaking to the "Demon in the Bottle" elements in the film, Theroux noted how Stark is shown drinking and out of control, becoming a "self-destructive ticking clock", stating that his palladium illness served as a substitute metaphor for "a man who's running out of steam and needs his friends to step up". Additionally, the creatives did not want the film to become like
Leaving Las Vegas (1995) had they faithfully adapted the storyline.
Post-production In December 2009,
the Walt Disney Company purchased
Marvel Entertainment for $4 billion. Disney said future Marvel Studios films would be distributed by
its own studio once the prior deal with Paramount expired. This meant the rest of production, marketing, and distribution for
Iron Man 2 were all handled by Paramount. In January 2010,
IMAX Corporation, Marvel, and Paramount announced that the film would receive a limited release on digital
IMAX screens. It was not shot with IMAX cameras, so it was converted into the format using the
IMAX DMR technology. The film underwent reshoots in February. Olivia Munn's original role was cut, but she was given a new role during the reshoots.
Janek Sirrs was the film's
visual effects supervisor, and
Industrial Light & Magic did the majority of the effects, as it did on the first film. ILM's visual effects supervisor on the film,
Ben Snow, said their work on the film was "harder" than their work on the first, stating that Favreau asked more of them this time around. Snow described the process of digitally creating the suits: ILM created 527 shots for the film, using programs such as
Maya. Perception worked on over 125 shots for the film. They crafted gadgets, such as Tony Stark's transparent
LG smartphone, and created the backdrops for the Stark Expo as well as the computer screen interfaces on the touch-screen coffee table and the holographic lab environment. In total, 11 visual effect studios worked on the film. == Music ==