Iron Man 3 is a 2013 film set within the Earth-11584 continuity of the Marvel Cinematic Universe. It is the second sequel to 2008's Iron Man and the third film in that franchise. It is also the first film in Phase 2 of the MCU and the 8th film overall. Shane Black replaced Jon Favreau as director for the film, though Favreau reprises his role as Happy Hogan and acted as an executive producer for the film. Robert Downey Jr. also returns to star. The film was a financial success, earning more than a billion dollars at the worldwide box office.


Following Iron Man 2, pre-production work began on Iron Man 3, with an eye on a late 2012 release following the Avengers. However, due to time constraints on the script, as well as director Jon Favreau deciding not to return to direct this film or The Avengers, the film and the start of Phase 2 of the MCU was delayed by a year to begin in 2013, with three films released a year becoming the new standard for Marvel from 2013-2015 (it would increase to 4 a year by 2016). Robert Downey Jr returned to reprise his role as Tony Stark, for the last Iron Man film he was contracted for. His contract would be renegotiated for future appearances of the character.

Once again the Mandarin was considered as a potential antagonist for Iron Man, with Guy Pearce, Ben Kingsley, Derek Jacobi and others considered for the role. However director Shane Black, who was hired both to write the script and direct the film, decided to use AIM instead of the Mandarin, believing the latter to still be "too out there" for the MCU. MODOC/Arnim Zola was originally considered to be a stand alone villain, but Black added the character of Simon Williams to the film, believing it would add a different dimension to Tony's struggle to have to face a flawed hero rather than just another evil scientist. Nathan Fillion was cast as Williams, and would reprise his role this same year in the Thunderbolts, which was shot at the same time as Iron Man 3. Filming began in July of 2012 and wrapped in October of the same year.

Plot Summary

Following the events of The Avengers, Tony Stark has been dealing with Post Traumatic Stress Disorder from his near death experience during the Battle of New York. He has taken to building numerous Iron Man suits at the expense of his relationship with his girlfriend, Pepper Potts. Meanwhile Lt. Col James Rhodes has become an official defense weapon for the US Secret Service, assigned to the President in the Iron Patriot suit.

At a meet and greet honoring first responders affected by the Battle of New York, Stark has a panic attack and flashback in public. He is approached by a woman named Maya Hansen, who says that she has a great concern with a biological weapon known as Extremis. Stark is reticent at first, but eventually agrees to look into the matter. At the same time, a new industrial developer called Williams Innovations, led by its CEO Simon Williams, has become a major player in technological development. Stark recognizes Williams as the son of a man his father put out of business, and eventually he tries to reach out to Simon, but is rebuffed. While out to dinner with Pepper, he again suffers a panic attack which, combined with a freak accident involving his chest plate, causes him to go into cardiac arrest.

Recovering from the incident, Pepper implores Tony to undergo surgery to remove the shrapnel that is attempting to worm its way to his heart. Tony admits that the medical technology to undergo such a procedure has been available for some time now, but he refuses to do it on account of the fact that it might mean giving up being Iron Man. After a long discussion, Pepper says she doesn't know if she can be with Tony if he is constantly putting himself at risk like this. Tony eventually agrees to look into the matter further.

While recovering, Tony finds that many of Williams' technological innovations, particularly in medical science, appear to be similar in nature to Maya Hansen's Extremis formula. He investigates further and finds that Williams has in fact stolen Extremis and is using human testing trials to work out the kinks at creating a new Super Soldier Serum, although in a very crude form given that Extremis in its current form has random effects on certain people. He goes public with this knowledge, which causes Williams' stock price to plummet. The next day, however, Tony is attacked by helicopters at his Malibu estate. He and Pepper manage to get out, but Happy is severely wounded in the process, and most of the Iron Man suits are destroyed. Tony and Pepper go underground, looking for evidence that Simon Williams was behind the attack.

After coming to an understanding between themselves, Tony and Pepper rebuild an Iron Man suit and go after Simon Williams. They find that Williams' wasn't the one behind the attack, but rather he was working for the group that had funded his company's sudden resurgence, AIM, which had been hiding in the shadows for a number of years. Stark manages to learn of this, but his suit is disabled by Williams, who has taken a version of the Extremis virus which allows him to control ambient Ionic Energy within Earth's atmosphere. In addition, AIM has used the resources and connections of Williams Innovations to get close to Air Force One and take control of the Iron Patriot suit remotely. Unable to control his actions, Col. Rhodes nearly kills the President, which would install Vice President St. John (an AIM patsy) in the Presidency and allow AIM to profit off an international terrorist arms race they would incite. Stark appeals to Williams' humanity, speaking about how life is always worth living and to cherish every moment, not crave vengeance for himself. It eventually sinks into Williams, who turns on AIM. The head of AIM reveals himself as a mechanized version of Doctor Arnim Zola. Zola says after the war he was granted amnesty by working with SHIELD, but founded AIM in order to continue the work of HYDRA. In 1972, with cancer ravaging his body, he downloaded his consciousness first into a man named George, and then into this biomechanical being. Calling himself a Mobile Organism Designed Only for Conquest. Zola has been running AIM ever since. Williams' uses his new powers to fight MODOC, but the Extremis process was inefficient and he can't hold his form together any longer, dissipating into the air. Iron Patriot shows up, and Tony manages to get enough of his suit working to take on MODOC, who is seemingly destroyed in an explosion in front of the world.

In a postlogue, Maya Hansen reveals that she began working on Extremis as a possible cure for Tony's chestplate problems, among other things, by using some kind of previously unknown gas discovered in the Antarctic, and that she would continue to work on it. Vice President Randall St. John is arrested and exposed as an AIM flunkie, but President Ellis makes a comment that super heroes are getting harder to control. Eventually Tony agrees to undergo the procedure to remove his shrapnel, recommits himself to Pepper by proposing to her on New Year's Eve, and Col. Rhodes retires from the Air Force to become a freelance hero named War Machine. At the end of the day, Tony declares to the world that, even despite the difficulties he has to come to grips with, there's nothing that will ever change, that "I am Iron Man."

Post-Credits Scenes

[We cut onto the remains of the warehouse where Tony had fought MODOC before. A cloud of purple gas and energy slowly begins to coalesce into a whole as a figure stands off to the side. Eventually, Simon Williams reconstitutes himself from the ionic energy around the area. He glances around at the carnage, uncertain of what had happened, when the figure approaches him.]

Davis: I was hoping you would reform. Our scans showed that you were still in the area, consciously, you just needed to gather more energy to resume your physical form.

Williams: I'm sorry but, who are you?

[We cut up to Leila Davis, who smiles at Simon.]

Davis: My name is Leila Davis. And I represent someone who can help you put your newfound powers and intelligence to good use.

Williams: And what if I say no?

Davis: Considering it's probably the only way you'll stay out of jail, I don't see that you have much of a choice.

Williams: Fair enough. What do you need from me?

Davis: Nothing spectacular, just perform a few tasks for a team we've put together. I'll tell you more on the way.

[Davis leads Williams off to a waiting car as we cut to black.]

/ = / = / = /

[As the credits fade out we hear Tony relating the closing narration of his adventure, which has been slowly delivered throughout the film.]

Stark: Listen, I just want to thank you for taking the time out to listen. I didn't realize that I needed to get all of that off my chest so much but, I feel like a weight has been lifted. You're just such a great listener, not interjecting or anything.

[We fade in on Tony lying on a couch, Bruce Banner behind him fast asleep. As Tony continues to ramble, Bruce's elbow slips and his glasses fall off the desk, causing Tony to turn around as Bruce tries to recover.]

Stark: Wait...were you asleep?

Banner: No of course not. I mean...I might have nodded off at some point but before that I was good.

Stark: Where did I lose you?

Banner: ...somewhere around dreams about New York.

Stark: So you missed the whole thing!

Banner: Tony! I'm not that kind of doctor!

[Tony sighs and walks off, leaving Bruce just to lean back in the chair again and try to go back to sleep, as the scene ends.]

Summary of Changes

  • Tony has a panic attack in public at an event for first responders, as opposed to in a restaurant. This event is also what triggers his introduction to Maya Hansen, whom he has not met before (the meeting in Zurich never took place in this universe.)
  • AIM is fronted by Simon Williams, who eventually becomes Wonder Man, through his company rather than by Aldrich Killian in the original. The background past between Williams and Stark is also different than the background between Killian and Stark.
  • There is a secondary panic attack in a restaurant between Pepper and Tony, which results in Tony nearly dying because of a freak accident with his chest plate reacting to a spilled bottle of wine. Tony acknowledges the surgery that can cure him, rather than it appearing from nowhere in the original film.
  • Extremis has random effects on only certain people, for others it is completely ineffective. This is opposed to the original film, where it could cause individuals to spontaneously combust. Pepper is never injected with Extremis here.
  • The attack on Tony's home is conducted by AIM under the guise of Simon Williams, as opposed to the Mandarin, who doesn't appear in this film.
  • Williams' ingestion of Extremis turns him into Wonder Man, rather than the fire-based powers Killian possessed in his film.
  • Pepper and Tony go underground to rebuild an Iron Man suit, as opposed to Tony and a kid he meets in Tennessee.
  • The face behind AIM is actually Arnim Zola, as opposed to Killian, with Zola becoming listed as MODOC. This is different than both Iron Man 3 and Winter Soldier, where Zola was a consciousness on a computer.
  • Williams turns on his AIM handlers, similar to Maya Hansen's change to the light in Iron Man 3. Here, Hansen doesn't die.
  • The Vice President in this film is merely an AIM patsy, and doesn't have an ulterior motive for taking out the President to save his daughter's limbs.
  • Tony proposes to Pepper at the end of this film, and Rhodes officially retires from the Air Force to become a freelance hero.
  • The first post-credits scene is entirely new, and helps sets up the Thunderbolts film.

Cast List

  • Robert Downey Jr. as Tony Stark/Iron Man- A self-professed genius, playboy, billionaire philanthropist who fights terrorist threats using armored suits of his own design. Tony deals with PTSD throughout much of the film as a result of a near-death experience in The Avengers.
  • Gwyneth Paltrow as Virginia "Pepper" Potts- CEO of Stark Industries and the girlfriend of Tony Stark, who eventually becomes Stark's fiance by the end of the film.
  • Don Cheadle as Col. James Rhodes/Iron Patriot- An Air Force Colonel who has been assigned to protect the President by the US Secret Service in a specially built Iron Man suit.
  • Nathan Fillion as Simon Williams- The CEO and owner of Williams Innovations who injects himself with an experimental drug called Extremis which provides extraordinary healing properties, but also can cause random mutations in some people. Williams gains the power to convert his body to Ionic Energy through his use of Extremis.
  • Rebecca Hall as Maya Hansen- The geneticist who created Extremis through research into a previously unknown gaseous compound found in Antarctica.
  • Toby Jones as Arnim Zola/MODOC- The founder of Advanced Idea Mechanics, which bankrolled Williams Innovations and plans to kidnap the President in order to install their own man as President and make a new Arms Race begin to get rich.
  • William Sadler as President Matthew Ellis- The newly elected President of the United States, who is seeking peace talks with other nations in the wake of the recent alien attack on New York.
  • Miguel Ferrer as Vice President Henry St. John- The newly elected Vice President of the United States, secretly a stake holder in AIM.

In addition, Jon Favreau reprises his role as Happy Hogan, and Maggie Q reprises her role as Leila Davis in a Post-Credits Scene. Mark Ruffalo cameos as Bruce Banner in another post-credits scene. Stan Lee has a cameo role as a patron at a restaurant where Tony Stark nearly goes into cardiac arrest, saying "I hope he didn't order the Swordfish Steak like I did!"


Critical Reception

Iron Man 3 received good to favorable reviews upon its release, earning an 80% score on Rotten Tomatoes, with an average review score of 7 out of 10 based on 300 reviews. The website's critical consensus says "With the help of its charismatic lead, some impressive action sequences, and even a few surprises, Iron Man 3 is a witty, entertaining adventure and a strong addition to the Marvel canon." Critics appreciated the slices of Shane Black's darker humor in the film, as well as the performance of Nathan Fillion as Simon Williams, but criticized the heavy focus on the Tony Stark/Pepper Potts relationship in the film's second act.

Box Office

The film grossed $174.1 million dollars on its opening weekend, making it the second highest opening gross ever at the time (behind only The Avengers.) The film also managed to set an opening weekend record at IMAX screens, netting 28.5 million worldwide. It's final domestic box office take was $409 million dollars, with a worldwide total of $1.215 billion, outgrossing both Iron Man and Iron Man 2 combined.

Marvel Cinematic Universe (Earth-11584)
Phase 1 Iron Man | The Incredible Hulk | Iron Man 2 | Black Widow | Thor | Captain America: The First Avenger | Marvel's The Avengers
Phase 2 Iron Man 3 | Thor: The Dark World | Thunderbolts | Captain America: The Winter Soldier | Guardians of the Galaxy | The Fantastic Four | Avengers: Age of Ultron | Ant-Man
Phase 3 The Incredible Hulk 2 | Captain America: Civil War | Doctor Strange | Fantastic Four: Doomsday | Iron Man 4 | Guardians of the Galaxy Vol. 2 | The Spectacular Spider-Man | World War Hulk | Thor: Ragnarok | Black Panther | Avengers: Infinity War | Ant-Man and the Wasp | Captain Marvel
Phase 4 Avengers: Infinity Gauntlet | Spider-Man: Dangerous Games | Captain Britain | The New Warriors | Uncanny X-Men | Guardians of the Galaxy Vol. 3 | Doctor Strange: The Darkhold | Fantastic Four: Day of Reckoning | Black Panther: Kingdom Come | Wolverine | Hercules & The Olympians | Thor: Goddess of Thunder | Captain America: Hero's Fall | Avengers: The Conqueror | Spectacular Spider-Man 3
Netflix Programming Luke Cage (Season One) | (Season Two) | (Season Three)
Daredevil (Season One) | (Season Two) | (Season Three)
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Blade (Season One)
Iron Fist (Season One)
The Defenders (Season One)
The Punisher (Season One)
Avengers: Infinity
She-Hulk (Season One)
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