Shadowing Practice: The Original Plans for The Avengers - Learn English Speaking with Video
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Marvel's The Avengers was almost a very different movie.
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At one point, not only was it going to be directed by Iron Man's Jon Favreau, but it would have featured the Wasp instead of Black Widow, and Red Skull as the main villain instead of Loki,
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not to mention Edward Norton returning as the Incredible Hulk.
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So let's dive in
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and find out what happened behind the scenes to arrive at the movie we got
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and also take a look at what could have been The Avengers.
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When Jon Favreau signed on to direct Iron Man, he originally planned to feature the Mandarin as that film's antagonist, but was talked out of it by comic book writer Mark Miller,
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who argued that the Mandarin was too fantastical for Favreau's more grounded approach to Iron Man.
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Instead, Favreau would pivot and make Obadiah Stane the villain after Jeff Bridges was cast in the role, even though Stane was originally planned to be the antagonist in the sequel.
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The Mandarin would then be saved for the third film, as Favreau would say that once Thor and all that magic is introduced into the MCU, the Mandarin and his ten magical rings won't feel so out of place.
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He likened it to building up to the Emperor in Return of the Jedi, whose force lightning may have felt out of place in A New Hope.
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In Favreau's vision, the third film also would have been The Avengers, and Favreau planned to be in the director's chair.
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However, after Iron Man 2, everything changed.
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During negotiations to get Favreau to return, the director believed Marvel lowballed him, which made him feel underappreciated after being largely responsible for the first film's success.
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And while they eventually came to an agreement after a lengthy and difficult negotiation, Marvel didn't want to pay that kind of money to a director again, and made it a point to seek out an up -and
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-coming director who they could pay significantly less to direct The Avengers, ultimately choosing Joss Whedon for the job.
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The feeling, however, was mutual, as Marvel allegedly interfered heavily with Favreau's work on Iron Man 2, turning the project into an infomercial for the Avengers,
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and pushing him into making it without a fully realized script, as the film was rushed into production.
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Disappointed with how Iron Man 2 turned out, and, as Mickey Rourke put it, frustrated with Marvel breaking his balls, Favreau had little desire to return to direct the Avengers,
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if it meant facing the same level of creative interference.
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He'd eventually say, going from directing and creating this world to just being Happy Hogan in The Avengers would be, I'm not gonna lie, strange.
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To write the film, Marvel hired Zach Penn, who had written the first draft of Edward Norton's The Incredible Hulk, and his version of The Avengers had some major differences as he spent four years writing and rewriting,
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while Phase 1 continued to evolve and take shape.
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Similar to Favreau, Penn had concerns over how the fantasy elements of Thor would fit alongside the grounded, high -tech science of Iron Man.
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As a result, Penn significantly reduced Thor's role in the film, and felt he should debut in The Avengers with his own solo film to follow.
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On top of that, not only did he introduce Loki much later in the story, but there are also discussions about using Red Skull as the main villain instead, which is why he wasn't killed off in Captain America,
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and instead transported through a portal by the Tesseract to set him up to return in a future film.
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Even Hugo Weaving, who played Red Skull, said that he signed up for three pictures, assuming he'd return as a villain for The Avengers.
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However, once Chris Hemsworth was cast as Thor, Penn realized that Hemsworth embodied the character perfectly, making Thor a natural fit for the Avengers.
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The same went for Loki.
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After Tom Hiddleston was cast, it became clear to everyone that he was the ideal choice to be the villain in the Avengers.
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Penn even wrote a scene where everyone attempts to pick up Thor's iconic hammer, which of course ended up being included in Age of Ultron.
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In respect to the Hulk, Penn not only really wanted Edward Norton to return, as he felt he was perfect as Banner, but assumed he would too.
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However, Marvel decided not to bring him back for number of reasons.
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First, Norton asked to rewrite Zach Penn's Incredible Hulk script, which, to be fair, both that film's director, Louis Leterrier, and Marvel's Kevin Feige agreed was necessary,
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as they also felt the script needed improvement.
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However, while Norton rewrote the Incredible Hulk script before production, he continued making changes throughout filming on his own, which reportedly caused tension between him, the director, and the other cast members.
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When the final edit of the film omitted many of the scenes he had written, Norton threatened not to promote the movie if Marvel didn't put the scenes back in.
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After parting ways with Norton, Feige would criticize the actor by stressing the need to replace him with another actor who embodies the creativity
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and creative spirit of Marvel's other cast members.
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Left without an actor to play Hulk, Penn rewrote the Avengers script so that Banner almost never appears in the film, and instead just wrote scenes for Hulk, including one where he goes on a rampage in New York.
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This was set up by the Incredible Hulk director Louis Leterrier at the end of his film, as he purposely left the last shot ambiguous, so that if Marvel wanted to make Hulk the villain and the Avengers,
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which Leterrier felt Marvel should do, then the last shot of Banner opening his eyes
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and smirking could be interpreted as Banner not being able to control the Hulk, who the Avengers would then have to team up to stop.
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Eventually, Norton would be replaced by Mark Ruffalo, which forced the filmmakers to redesign the Hulk yet again, but this time they tried to make the green monster look a lot more like the actor who played him,
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while also having Ruffalo perform the motion capture himself.
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Once Joss Whedon was hired to direct, and after he read Penn's script, he was heavily critical of it, and told Kevin Feige to pretend that this draft never happened, opting to start over from scratch.
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Feige agreed, only dictating that the film maintain the same structure and include Loki as the main villain.
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This would net Zack Penn a story by credit which Whedon tried to fight, and while Penn hoped to collaborate on the rewrite, Whedon had no interest, thinking little of Penn's work.
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As Penn would later say, my bonus is based on my credit, so literally millions and millions of dollars
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that just came out of my pocket went into Joss's pocket but at least it's not like on the Hulk, where I got replaced by the lead actor.
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It should be noted that Marvel started making The Avengers before either Thor or Captain America were released.
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And while Iron Man was a huge hit, Edward Norton's The Incredible Hulk didn't exactly set the world on fire, which is why Robert Downey Jr. initially pushed Whedon to make Tony Stark the lead character in The Avengers,
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telling the filmmaker that Stark needs to be in the opening sequence and drive the whole movie.
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To his credit, Whedon would try it, as the movie originally opened with Iron Man in the midst of a battle against a throwaway villain.
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Eventually, Whedon felt it didn't work, and argued that the film should be an ensemble, with each hero being an arm of the octopus.
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Whedon also worried that Loki wasn't a big enough threat to take on Earth's mightiest heroes, feeling that the audience would be rooting for the overdog.
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This led Whedon to write a version of the film that included Obadiah Stane's son, Ezekiel, as an additional villain, who would have aided Loki in opening the portal, out for revenge over the death of his father.
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However, after reading it, Feige bluntly said, Yeah, no. For Iron Man 2, Emily Blunt was originally offered the role of Black Widow,
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but had no choice but to turn it down as she had scheduling conflicts with Gulliver's travels, which she was contractually obligated to do.
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After Scarlett Johansson replaced her, she too had potential scheduling conflicts with the Avengers.
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Worried she wouldn't be available, we didn't cut her character from the script, and replaced her with the Wasp, who was a founding member of the team in the comics.
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However, unlike the other characters who were all introduced in previous Marvel movies, the Wasp would have debuted in the Avengers, which would have required more exposition to explain her origins and powers,
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as well as character development to give her a proper arc
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and this would have come at the expense of the other characters as Whedon would later say he had overcompensated
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and rewritten the movie to be about the wasp who he wanted Zooey Deschanel to play.
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Then senior vice president of Marvel Studios Jeremy Lacham would even comment
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that the wasp was the funniest character in the whole movie and well written too.
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However once Johansson's scheduling conflicts were worked out Whedon had to
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scramble to rewrite the script yet again in order to put Black Widow back in the film and
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while Hawkeye was introduced in Thor there still wasn't much known
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about the big screen version of the character heading into to Avengers, which is why Whedon wrote a detailed backstory for him, but like the Wasp, realized he would be unable to reference any of it due to time constraints.
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Allegedly during development, Barton was envisioned as a circus performer, trained by criminals who manipulate him into fighting the team.
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Even going back to Zack Penn's draft, Hawkeye was the Avenger who was captured and interrogated near the start of the film, instead of Black Widow.
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At the end of the film, after Iron Man falls back to Earth unconscious, he originally woke up and asked, what's next?
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On the day they shot it however, Robert Downey Jr. thought the line sucked, and asked Whedon for something funnier he could say.
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Thinking quickly, Whedon thought back to actor Nicholas Brendan's audition for the part of Xander on Buffy the Vampire Slayer, a show Whedon created.
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After finishing the audition, Brendan turned to everyone and asked, Does anyone feel like shawarma?
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I feel like some shawarma.
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Not only did this line win over Whedon, prompting him to cast Brendan in the role, but Whedon gave it to Downey to stay at the end of the Avengers.
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However, after finishing the movie, Whedon thought it would be even funnier to then show the Avengers eating at a shawarma restaurant, prompting Whedon to go back and put a shawarma restaurant in the final battle,
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and then film an additional scene of the Avengers eating there, which they shot after the film's world premiere.
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There was just one problem though, Chris Evans grew out his beard after the movie was done filming, for his upcoming role in Snowpiercer.
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This is why Cap isn't eating in the final scene, because they gave Evans a prosthetic jaw to cover up his beard, which not only looked bad, but made him unable to eat, so Evans covered it with his hand so you couldn't see it.
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A post -credits scene featuring Rodia's war machine was also considered, with him arriving late to New York only to find the battle already over.
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The first cut of the film was also much longer and slightly different.
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For example, Fury's superiors from the World Security Council were shot brightly and, in Whedon's words, looked more like news anchors.
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Originally, Whedon felt they should be people who care but are just wrong, until he realized it didn't work and they should be straight up evil, so he reshot them in the shadows and made the screens there on big and imposing.
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Cap also had several scenes highlighting his struggles with life in the present, which would be further explored in Winter Soldier.
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Whedon also wanted to humanize the final battle and show what it's like for people on the ground, which is why he shot several scenes with a waitress who was introduced earlier in the film serving Steve Rogers.
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He also had several scenes with a cop who was given a Chitauri weapon by Cap.
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However, Whedon came to realize that the audience wasn't as interested in following these people as he initially thought.
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They wanted to see their heroes in action instead.
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Looking back, it's hard to comprehend how big a risk the Avengers was.
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Not only was Marvel a fledgling, independent studio, but they had only made two Iron Man films
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and The Incredible Hulk before they went all in on the Avengers, which entered production before or Captain America, or even Thor came out.
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And if those films had failed, it probably would have meant that The Avengers would have come out dead on arrival.
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Even the film's first writer, Zach Penn, was advised not to take the gig, as it could hurt his career once the film inevitably failed.
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However, it didn't, and like The Avengers, it took a group of extremely talented individuals coming together to make it a success.
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Vocabulary and speaking notes for this lesson
This video has 99 sentences and 2249 words to shadow. The speech runs for 9:43. The speaker talks fast, about 231 words per minute, so expect linked and reduced sounds. Only 79% of the words are among the 3,000 most common in English, so the vocabulary is demanding.
Key vocabulary in this video
15 words from the video worth learning, with pronunciation and meaning:
| Word | Pronunciation | Meaning |
|---|---|---|
| villain noun | /ˈvɪl.ən/ | A vile, wicked person. |
| script noun | /skɹɪpt/ | A writing; a written document. |
| pocket noun | /ˈpɑ.kɪt/ | A bag stitched to an item of clothing, used for carrying small items. |
| argue verb | /ˈɑɹ.ɡju/ | To show grounds for concluding (that); to indicate, imply. |
| capture verb | /ˈkæp.(t)ʃɚ/ | To take control of; to seize by force or stratagem. |
| comic noun | /ˈkɑmɪk/ | A comedian. |
| hire verb | /ˈhaɪɹ/ | To obtain the services of in return for fixed payment. |
| arrive verb | /əˈɹaɪv/ | To reach; to get to a certain place. |
| beard noun | /bɪɹd/ | Facial hair on the chin, cheeks, jaw and neck. |
| allegedly adverb | /əˈlɛdʒ.ɪd.li/ | According to allegation(s); supposedly, reportedly. |
| portal noun | /ˈpɔːɹtl̩/ | An entrance, entry point, or means of entry. |
| prompt verb | /pɹɑmpt/ | To lead (someone) toward what they should say or do. |
| negotiation noun | /nɪˌɡəʊ.ʃiˈeɪ.ʃən/ | The process of achieving agreement through discussion. |
| audition noun | /ɑˈdɪʃən/ | A performance, by an aspiring performer, to demonstrate suitability or talent. |
| filmmaker noun | A producer or director of films/movies. |
Phrasal verbs you will hear
| Word | Pronunciation | Meaning |
|---|---|---|
| come out verb | /ˌkʌm ˈaʊt/ | To be discovered; to be revealed. |
| cover up verb | To conceal or disguise. | |
| end up verb | To bring to a conclusion. | |
| find out verb | To discover, as by asking or investigating. | |
| go back verb | To return to a place or state after having been there at a previous time. | |
| go back to verb | To stem from; to originate in. | |
| grow out verb | To allow (something, often hair) to grow unimpeded. | |
| look back verb | To think of (past events) in retrospect (in hindsight). |
Grammar in this video
The structures the speaker uses most, with the exact words from the video:
| Structure | In the video |
|---|---|
| Passive voice be + past participle — the focus is on what happens, not who does it | be directed · was talked · was cast |
| Relative clauses who / which + clause — extra information about a person or thing | instead, which is · fire, which is · Avengers, which is |
Pronunciation to watch
The speaker uses 19 contractions and reduced forms, such as didn't, wasn't, he'd. Say them the short way, as you hear them.
- The “th” sounds: threaten /ˈθɹɛt.n̩/, prosthetic /ˌpɹɑsˈθɛtɪk/
- The “sh” and “zh” sounds: capture /ˈkæp.(t)ʃɚ/, negotiation /nɪˌɡəʊ.ʃiˈeɪ.ʃən/, audition /ɑˈdɪʃən/, rush /ɹʌʃ/, shadow /ˈʃædəʊ̯/
- Long words — get the stress right: allegedly /əˈlɛdʒ.ɪd.li/, negotiation /nɪˌɡəʊ.ʃiˈeɪ.ʃən/, superior /sʊˈpɪɹ.i.ɚ/, disappointed /ˌdɪsəˈpɔɪnɪd/, reportedly /ɹɪˈpɔːtɪdli/
How to practise with this video
- Listen to the whole video once without speaking and note the words you do not know.
- Start at 0.75× speed, shadow it sentence by sentence, then go back to normal speed once it feels easy.
- Record yourself and compare with the original, paying attention to words like villain, script, pocket.
What is the Shadowing Technique?
Shadowing is a science-backed language learning technique originally developed for professional interpreter training and popularized by polyglot Dr. Alexander Arguelles. The method is simple but powerful: you listen to native English audio and immediately repeat it out loud — like a shadow following the speaker with just a 1–2 second delay. Unlike passive listening or grammar drills, shadowing forces your brain and mouth muscles to simultaneously process and reproduce real speech patterns. Research shows it significantly improves pronunciation accuracy, intonation, rhythm, connected speech, listening comprehension, and speaking fluency — making it one of the most effective methods for IELTS Speaking preparation and real-world English communication.