The Avengers (2012) – Complete Annotations


When Black Widow says she is tasked to talk to the big guy, she says “Bozhe moi”. It’s Russian, and according to the internet, means My Goodness, or Oh My God, etc.

Then we appear to be in Indian market (in the script it’s Kolkata). It’s actually Santa Fe Railyard in Albuquerque.

We follow a little girl through the streets. she is played by M’laah Kaur Singh.

She enters a house. The woman in there is played by Rashmi Rustagi.

Here’s Bruce Banner, aka The Hulk, played by Mark Ruffalo.

Mark Ruffalo as Bruce Banner in The Avengers (2012)
Mark Ruffalo as Bruce Banner in The Avengers (2012)

When we last saw Banner, he was played by Edward Norton in The Incredible Hulk (2008). This film picks up the thread from that film, that Banner is still on the run, and quietly helping people when he can.

Ruffalo was actually in the running to play Banner/Hulk in The Incredible Hulk (2008). He had many wonderful roles in independent films such as You Can Count On Me and Eternal Sunshine Of the Spotless Mind. This was by far his biggest role to date.

The Bill Bixby/TV series version of the Hulk continues to be an inspiration. Ruffalo told IGN:

We had talked about it being a throwback to Bill Bixby, which was the Banner that I grew up on basically. He had kind of a charm about him, and this world weariness. He was on the run, but he was still able to flirt sometimes and smile sometimes, and occasionally he’d crack a joke.

Norton did consider coming back, but negotiations broke down with Marvel. Joaquin Phoenix was considered for the part.

The language being spoken here is Hindi.

Banner follows the girl and finds Black Widow.

There’s a lovely moment where Banner says he can’t always get what he wants, and he touches a baby’s crib. It plays nicely into a moment between these two in Avengers: Age Of Ultron (2015).

We then see Fury reporting to members of the World Security Council. From left to right, they are played by Donald Li, Powers Boothe (Gideon Malick), Jenny Agutter (Hawley) and Arthur Darbinyan. We don’t learn their names here though. Agutter, for some reason, is the only person to get star billing in the end credits.

World security council members don’t seem to have very good lighting.


At a boxing gym. Part of this scene made up the post credits scene for Captain America: The First Avenger (2011).

And here’s Steve Rogers, Captain America himself. He is played by Chris Evans.

Chris Evans as Steve Rogers in The Avengers (2012)
Chris Evans as Steve Rogers in The Avengers (2012)

Chris Evans This is Evans’ 2nd appearance in the MCU as Captain America. We last saw him in Captain America: The First Avenger (2011).

We see glimpses of Captain America in World War II and his later crash and freezing. The footage was taken from Captain America: The First Avenger (2011).

Fury drops by. He discusses the Tesseract, basic Avenging stuff.

There was a longer Captain America sequence cut out here. In fact, much of what was cut was Captain America. For Whedon, that he was the central character, but that fell away in editing.

Then Iron Man, underwater. He’s played by Robert Downey Jr.

Iron Man in The Avengers (2012)
Iron Man in The Avengers (2012)

Robert Downey Jr This is Downey’s 4th appearance in the MCU as Iron Man. We last saw him in Iron Man 2 (2010).

This is still the Mark 6 armour, that we saw at the end of Iron Man 2 (2010).

In his HUD, he talks to Pepper Potts. She is played by Gwyneth Paltrow.

Screen Shot 2016-09-01 at 6.22.23 PM
Gwyneth Paltrow and Robert Downey Jr in The Avengers (2012)

Gwyneth PaltrowThis is Paltrow’s 3rd appearance as Potts in the MCU. We last saw her in Iron Man 2 (2010).

Potts was not included in the first draft. Whedon happily added her at Marvel’s suggestion.

Iron Man flies over Manhattan. We see the new Stark Tower. It is, of course, a CGI creation. It has taken over the location of the Met Life Building, 200 Park Ave, New York, NY. Park Avenue is the street that Iron Man flies over.

In the comics, Stark Tower is also in Manhattan, although it’s in Times Square. In Iron Man (2008), director Jon Favreau deliberately moved Iron Man to being a west coast superhero. Here, we’ve moved back to his traditional stomping grounds.

A voice tells Iron Man that Agent Coulson is on the line. It’s JARVIS, Stark’s personal computer/butler type thing. It is voiced by Paul Bettany.

This is the 3rd time that Bettany has voiced JARVIS. We also last saw/heard him in Iron Man 2 (2010).


Stark tells Coulson he’s reached a Life Model Decoy. It’s a term popular in Marvel comics, used to get out of all sorts of jams over the years. There’s been life model decoys for most of the main Avengers, Fury, Hill and many, many more.

Phil! This is the first time we learn about his first name.

Stark doesn’t like being handed things. It’s a character trait we saw in Iron Man 2 (2010).

Stark is handed something that looks like an iPad Pro. On the screen, we briefly see profiles of Captain America, Thor and Hulk.

Potts asks Coulson about a cellist he was dating. She would appear in Agents Of SHIELD (Season 1).

Avengers_Vol_1_61 Then to a jet flying over an ocean. It’s a Quinjet – a longstanding Avenger’s vehicle. In the comics, it was designed by Black Panther, and there have been several over the years.

It first appeared in Avengers #61 (February 1969). It was created by John Buscema and Roy Thomas.

On the plane, Coulson and Rogers talk about Dr Erskine, the inventor of super soldier serum, who we saw in Captain America: The First Avenger (2011).

They also discuss Hulk’s connection to the super soldier program, which was revealed in The Incredible Hulk (2008).

We cut to Loki and his minions working on some sort of device. Not sure about this location, but it seems likely a set.

Then the scene fades, with help of his sceptre and Loki is in deep space, talking to…

 The Other. He is played by Alexis Denisof.

Alexis Denisof as The Other in The Avengers (2012)
Alexis Denisof as The Other in The Avengers (2012)

There is no precedent in the comics for The Other. There was some speculation that he would turn out to be a different character in disguise, in particular because of the casting of Denisof. But this would not turn out to be.

Screen Shot 2016-09-01 at 9.54.08 PMDenisof is best known for his work with Joss Whendon, appearing in both Buffy The Vampire Slayer and Angel, and other Whedon-esque work.


The Other alludes to some bigger bad, behind the scenes. Who could that be?

Strange_Tales_Vol_1_135 The Quinjet lands on what we will soon see is a Helicarrier. Another long time staple of the comics, it is a key part of the SHIELD arsenal. In the comics, it was created by Tony Stark. It also looks ridiculous. That they managed to make a somewhat realistic, and physically plausible Helicarrier design is no small feat.

 It first appeared in Strange Tales #135 (August 1965), which was also the first appearance of SHIELD (and Hydra). It was created by Jack Kirby and Stan Lee.

On the deck of the Helicarrier, Captain America meets Black Widow and Bruce Banner. Which is so friggin’ cool already.

 The location of the Helicarrier is actually the Albuquerque airport.

And then the Helicarrier takes flight. Also so cool.

And then the fantastic Helicarrier bridge set. We are on cool overload.


Our heroes make a plan.

On the Helicarrier screens are profiles on Hawkeye and Erik Selvig.

Banner asks for spectrometers. It’s kind of unspecific as there are many, many kids of spectrometers.

Now with Selvig and Hawkeye. They need iridium, a real substance. Selvig is also right that it is used to create antiprotons.

We also see a glimpse of Heinrich Schafer on a screen. We will see more of him later.

 Back on the Helicarrier, the SHIELD agent that finds the match is Jasper Sitwell, played by Maximiliano Hernández.

Maximiliano Hernández as Jasper Sitwell in The Avengers (2012)
Maximiliano Hernández as Jasper Sitwell in The Avengers (2012)

Maximiliano HernándezThis is Maximiliano Hernández’s 2nd appearance in the MCU. We last saw him in Thor (2011).

 And off to Stuttgart, Germany. But it’s actually Public Square in central Cleveland. The building exterior is the Terminal Tower.

 And then we’re inside, and it is the Lakeside Court House, Cleveland.. 1 W Lakeside Ave.

 The music is String Quartet No. 13 in a Minor ‘Rosamunde’ by Franz Schubert and performed by The Takács Quartet.

We see a glimpse of Captain America‘s costume.

Then the offices of Schafer. Location unknown. Anyone?

 Hawkeye takes out several armed soldiers. We assume they die, as Loki would probably be happy for them to die, and Hawkeye was certainly capable of doing so.

 Then we see the scientist Heinrich Schafer. He’s played by Dieter Riesle.

 Loki attacks him. With a freaky eye thing. We assume he dies.

We assume he dies.

Outside, Loki flips over a police car. It’s a Volkswagen Golf.

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