The Original Plans for Avengers: Age of Ultron Included Captain Marvel and a Mega Ultron

What if Captain Marvel and Spider-Man had been introduced in Avengers: Age of Ultron, Quicksilver had survived to become a core Avenger, and thousands of Ultron bots had fused into one towering, monstrous Mega Ultron? Believe it or not, all of these things almost happened.

Here's what went on behind the scenes to arrive at the movie we got, and a look at what Age of Ultron could have been.

Quicksilver was originally meant to survive Age of Ultron

Originally, Quicksilver wasn't supposed to die. Joss Whedon had planned for the character to survive the film's climax. He even shot a scene of Quicksilver being revived using the tissue regeneration machine that saves Clint earlier in the movie. Quicksilver was also originally included alongside his sister in the final scene, where Cap and Natasha address the new Avengers.

It's been speculated that the plan was always to kill off the character, with these scenes shot only to stop fans from spoiling the real ending if anything leaked. That may not be entirely true. A year before the film came out, X-Men: Days of Future Past featured a wildly popular version of the same character played by Evan Peters. His slow motion sequence, zipping around a kitchen to the tune Time in a Bottle while casually dismantling a room full of guards, instantly became the standout moment of that film and made the character a fan favorite.

Compared to that, Aaron Taylor-Johnson's take felt more grounded and less visually inventive. That may have left Whedon and Marvel feeling like they couldn't compete, and so they decided to kill him off.

Whedon also wanted to subvert expectations and surprise audiences. Hawkeye had been heavily foreshadowed as a potential casualty. He was given a surprising amount of screen time, a newly revealed family, and several moments that felt like a farewell, which made his survival seem unlikely. Whedon did this on purpose to misdirect the audience, because he felt they wouldn't fully expect a newly introduced character like Quicksilver to bite the dust so soon.

Kevin Feige vetoed a Captain Marvel cameo, and Spider-Man was out of reach

Captain Marvel, who was eventually teased at the end of Infinity War before being introduced in her own prequel film, was originally going to appear at the end of Age of Ultron as part of the new Avengers scene. Kevin Feige vetoed it, worried that audiences wouldn't know who she was. He was also reluctant to introduce her fully formed, flying in costume, before audiences knew who she was or how she got her powers.

The scene was even shot with someone standing in for her. After Feige nixed the cameo, the same shot was repurposed with Wanda instead.

Whedon also hoped to include Spider-Man in that scene, especially since Sony had recently approached Marvel about collaborating on the character. Despite early talks, the legal and licensing complications hadn't been resolved. The deal to bring Spider-Man into the MCU wasn't finalized until after Age of Ultron was finished, which made his inclusion impossible.

Bruce Banner originally rejected Natasha at the Barton farmhouse

One of the central emotional threads in Age of Ultron is the potential romance between Bruce Banner and Natasha, marked by their growing connection and mutual flirtation. Originally, the answer to their will they or won't they tension came much earlier in the film.

In the original cut, the bedroom scene at the Barton family farmhouse featured Banner rejecting Natasha outright, a moment Whedon felt was some of the most beautiful material in the film. Marvel suggested postponing it until the conclusion, believing that delaying the resolution would make Hulk's final decision to leave in the Quinjet more emotionally impactful. Whedon reluctantly agreed and reshot the scene. Scarlett Johansson had already been playing her character in later scenes as if Bruce had rejected her, so Whedon had to reshoot those too.

In hindsight, Whedon admitted that Marvel made the right call. The later breakup hits harder, but the relationship still suffered from a lack of clear buildup. Whedon would later say, "It made perfect sense to me, even if it doesn't make perfect sense to everybody on Twitter."

Hulk was meant to fly into deep space, setting up Planet Hulk

Hulk's story was originally meant to end with him flying the Quinjet into deep space, with a signal later detected near Sakaar, a clear setup for a potential Planet Hulk film. Whedon specifically put in the line "Where in the world am I not a threat?" because he wanted to leave audiences with the idea that, if this was the last movie, Hulk may have left the world behind. Whedon felt that was enormously poetic.

Feige pushed back, since Marvel had no plans for a Planet Hulk film. Whedon was forced to revise the ending and keep the jet's trajectory within Earth's atmosphere, much to his annoyance.

Ironically, when Thor: Ragnarok entered development a year later, a conversation between Feige and an executive producer led to the decision to include Hulk in that film, effectively incorporating elements of Planet Hulk after all. Feige even joked that the film was briefly referred to as Planet Thor. Reflecting on the shift, Feige recalled turning to his team and saying, "You know what that means? That means Hulk went to space at the end of Age of Ultron." He had to circle back to Whedon and tell him to guess where Hulk was going. Whedon's deadpan reply said it all: he's going to space.

A gray Hulk and an anatomically detailed Vision were both dropped

During the Hulkbuster sequence, Whedon originally planned for Hulk to turn gray while under Wanda's spell, symbolizing a more savage, uncontrollable, berserker version of the character. The idea was to visually distinguish this rampaging Hulk from his usual self and emphasize how deeply Wanda had manipulated his mind.

Whedon ultimately backed off, concerned that a sudden shift in Hulk's color might confuse audiences unfamiliar with the comics. Instead, the team kept his iconic green but desaturated it and gave him bloodshot eyes, showing his loss of control without altering his appearance too drastically.

During early development of Vision's birth scene, Whedon pushed for the character's design to include visible genitals, believing it would make the moment feel more raw and organic, like a true artificial life form being born. He had the concept artist create multiple renditions, each with different anatomical options. After seeing the art, Whedon quickly reconsidered and said, "Yeah, I'm 100% wrong here. I don't need to see any of this."

Thor's cave scene was one of the most contentious compromises in Age of Ultron

One of the most contentious and ultimately compromised sequences was Thor's mysterious cave vision. Originally, Thor immersed himself in a mystical pool, allowing the Norn to possess his body and speak through him while Erik stood by asking questions. Through this possession, Thor would gain crucial knowledge about the Infinity Stones, Ultron's growing threat and his own destiny.

The scene didn't test well. Test audiences found it confusing, especially without finished visual effects. Whedon also worried that this kind of mystical sequence would work in a Thor movie but might feel out of place in the Avengers. According to Whedon, this is when things got very unpleasant with Marvel, as he fought to keep both this sequence and the Barton farm. He got to keep the farm, but was so beaten down from arguing that he reluctantly agreed to cut the entire cave scene and have Thor return later to reveal what he had learned. His editors insisted they had to show some of the cave, so it became more of a vision or nightmare.

To walk Thor through the vision, Whedon wanted Loki, but Marvel couldn't make a deal with Tom Hiddleston, so they got Idris Elba instead. Undeterred, Whedon went straight to Hiddleston and asked him to do it. Hiddleston agreed, giving Whedon access to both actors for the sequence.

That version referenced Loki now being on the Asgardian throne. Thor would ask his brother what their father would say, and Loki would do an Odin impression. Whedon intended this as Thor's subconscious telling him that Loki was literally imitating their father on Asgard, which would be revealed in Ragnarok. Test audiences overemphasized Loki's role and thought that because he was in the film, he was controlling Ultron, so he was cut. What remained was a shadow of what Whedon intended: a symbolic, visually rich sequence meant to tie together cosmic threads, diluted by studio compromises and misread audience reactions.

A cut graffiti scene explained why Captain America removed his helmet

Before the final battle, a scene was cut that showed Captain America encountering graffiti depicting his face alongside a single word. It was meant to be a quiet but powerful reflection on how he was perceived: not as a hero, but as a symbol of foreign power and control.

Seeing it shook him, forcing him to reconsider how his image, particularly his militaristic appearance, might unintentionally instill fear in the people he was trying to protect. That moment led him to remove his helmet for the final battle, hoping that presenting himself more vulnerably would humanize him to civilians. It wasn't only about the Maximoffs' hatred of the Avengers. It was a reminder that the whole country had begun to turn against him, and Steve was grappling with the weight of that growing disgust.

Mega Ultron was scrapped because it made little practical sense

Early in development, Whedon explored a towering Mega Ultron built from thousands of smaller Ultron bots fused into a single monstrous entity. Visually, it would have been a striking and intimidating centerpiece for the final battle, an ultimate evolution of the villain that symbolized his quest for perfection and domination.

While the image was undeniably cool, it didn't make much practical sense within the story. The sheer number of bots needed to form such a creature likely exceeded what Ultron could realistically produce. The concept was scratched early in favor of a more chaotic, fast paced battle against a hivelike army of drones.

Age of Ultron left Joss Whedon burnt out

When Whedon watches the first Avengers film, all he sees are flaws, which is why he wanted to make Age of Ultron: to make one that was better and up his game. That ambition came at a cost. Age of Ultron was a more complex, thematically dense and narratively burdened film, and Whedon poured everything into it, only to feel in the end like he had been punished for trying to make something great.

The pressure he placed on himself, combined with Marvel's rigorous, sometimes stifling creative oversight, left him creatively and emotionally drained. Juggling a sprawling cast, introducing a new generation of heroes and villains, and laying groundwork for Marvel's future films, Whedon was caught between his creative instincts and the demands of a larger cinematic machine. He described the process as filled with friction, a constant push and pull between his vision and the studio's roadmap for the MCU.

By the time it was over, Whedon was burnt out, admitting he was completely tapped when Marvel came to him to write Infinity War. In the end, Age of Ultron was a production defined by exhaustion, compromise and creative clashes with Marvel, an experience that ultimately marked the end of Whedon's time with the franchise.