How the MCU Was Made: ‘Captain America: Civil War’ and Crafting a New Spider-Man

From tricky Robert Downey Jr. contract negotiations to how that Spider-Man deal came about.

“How the MCU Was Made” is a series of deep-dive articles that delve into the ins and outs of the development history, production, and release of all the Marvel Studios movies.

Captain America: The Winter Soldier is held in high esteem by many Marvel Cinematic Universe fans, but Marvel Studios knew what it had on its hands before the film was even released. Indeed, after tapping the unexpected duo of Joe and Anthony Russo to helm the gritty, 70s-thriller-inspired Winter Soldier, Marvel went ahead and locked them down for Captain America 3 before Winter Soldier even hit theaters. Little did we know that the third Captain America movie would not only propel the story of Steve Rogers forward, but introduce two exciting new MCU additions and set the table for character dynamics that wouldn’t be resolved until Avengers: Endgame. This is the story of the making of Captain America: Civil War.

In January 2014, three months before the April release of The Winter Soldier, Marvel Studios signed the entire Captain America 2 filmmaking team to return for Captain America 3. That included not only the Russo Brothers, but also screenwriters Christopher Markus and Stephen McFeely, and indeed this quartet of filmmakers would go on to become the architects of Avengers: Infinity War and Endgame, the two biggest MCU films to date.

As Markus and McFeely started work on Captain America 3, the film was originally going to be a more straightforward sequel. Markus explained: “It never got to draft. We started out working on a Captain America 3 and what would that be, picking up the thread that had been left behind by Winter Soldier. So it was Bucky, it was Steve and the ramifications of digging deeper into that relationship.”

One day, as the two were working in their office, Marvel Studios president Kevin Feige poked his head in the door and said two words: “Civil War.” This was of course referring to the famous comics arc that saw Captain America and Tony Stark fighting each other, with other members of the Avengers forced to choose sides. This would mark a serious yet exciting challenge for the filmmaking team, but while Markus and McFeely then set about crafting an entirely new story, McFeely maintains that some aspects of their original Captain America 3 story idea remain: “A lot of that movie is still in [Civil War],” explains McFeely. “The central theme, even the way [Daniel Brühl’s character] Zemo is operating, are from that iteration.”

Adapting Civil War would not only necessitate the appearance of a lot of MCU characters, but also a renegotiation of Robert Downey Jr.’s contract. And that was complicated.

When Downey was first approached about appearing in Civil War, it was for a smaller role that would only require about three weeks of work. It appears this iteration of the film was a bit more Cap-centric, but Downey countered that Tony Stark should have a more substantial role in the film’s plot. And while Feige was all for it, the notoriously cheap and prickly Marvel Entertainment CEO Ike Perlmutter balked. When Downey asked for a bigger role — and thus a bigger payday — Perlmutter reportedly ordered Markus and McFeely to write Iron Man out of the script.

In these early days when it was unclear if Downey would be a part of Captain America 3, Anthony Russo revealed that they considered adapting the Madbomb from the Captain America comics instead: “There was a period where we did discuss a third act that revolved around the Madbomb from Cap mythology,” Anthony Russo said. “It didn’t have anything to do with Civil War, and if we couldn’t get Downey — in the very, very early conversations before we nailed him — somebody pitched the idea of a third-act that revolved around the Madbomb, which makes people crazy. It almost like zombifies them — but not literally… The charm of the Madbomb is that you turn hordes of people into berserkers. That was the physical challenge that Cap and company would have had to face.”

This Madbomb approach would have brought some aspects of Civil War in, as the idea was that Cap would have to fight his friends who were impacted by the Madbomb.

So while Perlmutter balked at giving Downey a co-starring role (and thus a co-starring salary), Feige, ever vigilant, kept working with Downey’s reps to make this work out, especially as he saw Civil War as a key waypoint on the roadmap to Infinity War and Endgame. The fallout from these events, and the ripping apart of the Avengers, would heighten the dramatic stakes when Thanos arrived.

Eventually a deal was reached that reportedly saw Downey earning $40 million plus backend participation on Captain America: Civil War, in addition to an added payout if Civil War outperformed The Winter Soldier at the box office (it did).

A few days after Downey’s casting was made official in October 2014, Marvel revealed that the film would be titled Captain America: Civil War, that it would introduce Chadwick Boseman as Black Panther (who was offered the role after conversations with Marvel — he didn’t have to audition), and that Marvel’s future slate of films included not only Black Panther but also Avengers: Infinity War – Part 1 and Part 2 directed by The Russo Brothers (though those titles changed, but we’ll get to that). Suddenly, fans now understood that Captain America 3 would be a very important piece of The Infinity Saga puzzle.

Casting continued and MCU mainstays like Elizabeth Olsen, Paul Rudd, Scarlett Johansson, Jeremy Renner, and Don Cheadle were all revealed to be joining the ensemble, with Daniel Brühl playing a twist on the comics villain Helmut Zero. Feige even revealed that Evangeline Lilly’s Wasp was in early versions of the script: “She was included in early versions of Civil War but there are so many characters in Civil War that we didn’t want to do her a disservice, like she flies in, ‘I’ve got the costume now’, and she flies out. With Ant-Man, and I’m not saying thats what Ant-Man does in the movie, but we already know him, we’ve already seen him. We haven’t seen her as Wasp and we don’t want to rob the opportunity of seeing her in the outfit for at least almost the first time, and seeing her dynamic with Scott in a way it could play out, so we’re saving it. But it’s going to be in Phase Three for sure.”

But while development continued and the Russo Brothers barreled towards a Spring 2015 production start-date, intense work was happening behind the scenes to bring a surprise character to the table: Spider-Man.

Since 2014, after the disappointing release of The Amazing Spider-Man 2, Kevin Feige and Ike Perlmutter had been lobbying Sony to allow them to help produce the next Spider-Man movie and to let them use the character in Captain America: Civil War. Sony was understandably hesitant, and while Feige had a number of sitdowns with Sony head Amy Pascal, a deal had yet to be struck. Complicating matters was the fact that Perlmutter thought any deal between Marvel and Sony should benefit Marvel, to the tune of Marvel getting a 50% stake in the next Spider-Man film while Sony would only get a 5% stake in Captain America: Civil War (per reporting in the Ben Fritz book The Big Picture).

Fall approached and a deal had not been made, and by this time Sony was looking towards The Sinister Six as its saving grace. While publicly The Amazing Spider-Man 3 was announced as being delayed in favor of releasing Sinister Six first, privately Sony was done with Marc Webb’s version of the webslinger and was hoping writer-director Drew Goddard’s Sinister Six would reboot Peter Parker successfully. Again. The plan was to introduce a new, younger Spider-Man in The Sinister Six, surrounded by an ensemble of A-listers playing famous Spidey villains that drew heavily from the Savage Land storyline from the comics.

But just when Goddard delivered his first draft, hackers hit Sony, releasing a bevy of private emails into the world that brought the studio to its knees. Now the public had become aware that Sony and Marvel had discussed bringing Spider-Man into the MCU — something the fans really wanted to see happen — and with the studio’s back against the wall, Sony reapproached Marvel about that whole co-producing idea.

Thus on February 9, 2015 a groundbreaking deal was announced. A new Spider-Man would debut in 2016’s Captain America: Civil War, released by Disney, and that same Spider-Man would star in a new standalone movie released by Sony in 2017, produced by Marvel Studios. The financial agreement reached was far less complicated: each studio would fully invest in and keep most of the profits from its respective features, with Marvel Studios making around 5% of the first-dollar gross of Sony’s new standalone Spider-Man movies. The annual fee that Marvel pays Sony to keep the toy and merchandising profits to the Spider-Man character at Marvel would be reduced from $35 million if the new Marvel-produced Spider-Man movie grossed over $750 million (it did). Moreover, the two studios get the satisfaction of making a great Spider-Man movie while giving the character an added spotlight in multiple MCU films.

But you’ll notice this deal was not official until two months before Captain America: Civil War, and indeed the Russo Brothers explained it was a complicated process working on a character that may or may not be included in the finished film:

“It was a very long process. The kind of thing we had to lobby for for months. What happens during a long process like that, you’re continuing to develop the movie and the character. During the time that it takes you to convince the powers that be to make the jump and let you do that, you’ve engrained the character so deeply into the story at that point that you’d have to destroy the story to take him out. So, by the time we found out that he’d be in the movie, it wasn’t so much elation than like ‘Thank God! We don’t have to blow the whole movie up.’”

With the deal closed, next came the challenge of actually casting Spider-Man. Not only did they want to make the right call, but it had to be done very quickly. One thing that was important to Marvel was casting a teenaged Spider-Man, with Feige revealing that they were looking to portray a Peter Parker around the age of 15-16 so they could tell high school-set stories — and so they could add a new dynamic to the existing Avengers, most of whom were approaching their 40s.

Casting shortlists surfaced in late April 2015, after Civil War filming began on April 27, 2015. Marvel and Sony considered actors such as Nat Wolff, Asa Butterfield, Timothee Chalamet, Liam James, and of course Tom Holland for the role of Peter Parker. By May, Marvel and Sony were testing actors opposite Robert Downey Jr. and Chris Evans, at which point Butterfield and Holland emerged as the frontrunners. On June 23rd, Holland was cast as the new Spider-Man, and literally days later he was on the Civil War set shooting his scenes.

The production of Captain America: Civil War became one of the first films to use IMAX’s digital 2D cameras, the Alexa 65, which were used to capture the airport fight sequence. Filming lasted from April 2015 to August 22nd, and while the production was based in Atlanta, Georgia, other shooting locations included Germany, Puerto Rico, and Norway.

As for the film’s story, it ends in a way that sets up a fascinating family dynamic for Avengers: Infinity War, but also isn’t quite the happy “heroes save the day” conclusion audiences are used to. According to Anthony Russo, that was the point: “We were saying to ourselves, the genre – and perhaps the MCU – has gotten to a point where the audience are sensing the patterns in the genre,” says Anthony. “Joe and I have always been about: how do we subvert genre?”

Even some executives at Disney were uneasy about the third act twist that pushes Tony and Cap to bludgeon each other and leave unresolved, but Feige said he and the filmmakers held fast: Kevin Feige admitted that there were some at Disney who “advocated…that everyone put aside their differences and team up in the third act to fight the bad guy”. But the filmmakers were determined otherwise. “We were all in sync on the notion of ending it…not perfectly,” as Feige puts it. “Things don’t get resolved easily. We believe very strongly that that would destroy the entire movie. Thankfully, Joe and Anthony were very vocal.”

And also thankfully, audiences and critics responded enthusiastically. Captain America: Civil War opened in theaters on May 6, 2016 to a whopping $179.1 million opening weekend and positive reviews. That positioned Civil War as — at the time — the third largest opening for an MCU movie, behind only the first two Avengers movies. The film proved to have legs not just home but also abroad, soaring to $1.1 billion worldwide and standing the highest grossing film of 2016 worldwide.

While at the time Captain America: Civil War seemed like Avengers 2.5, in hindsight we now know the film was a very necessary and satisfying turning point on the road towards Avengers: Endgame. Because we so clearly understand the deeply fractured nature of Steve and Tony’s relationship, their reunion and collaboration in Endgame is all the more emotionally satisfying.

But if Captain America: Civil War brought together new and existing characters in exciting ways, Marvel’s next film aimed to shape up the very fabric of the Marvel Cinematic Universe. Next week, we dig into the making of Doctor Strange.