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    19 Marvel Behind-The-Scenes Facts That'll Make These Heartbreaking Moments Even More Memorable

    "I love you 3,000."

    🚨Warning: There are MASSIVE spoilers for the entire Marvel Cinematic Universe below!🚨

    1. First, Tom Holland improvised the moment when Peter says, "I don't wanna go" before he's turned to dust in Avengers: Infinity War. When Holland wants to make himself cry, he repeats a phrase over and over again, and that's what inspired this.

    Peter crying in Tony's arms and repeating "I don't wanna go"

    Holland explained that they did a long improvisation during the first take, and it "sparked a great idea." Eventually they reworked the scene, and this iconic moment was born.

    2. And Groot's final "I am Groot" line in Infinity War before he gets dusted is actually him saying "Dad" as he looks at Rocket for the last time.


    3. Kevin Feige first told Robert Downey Jr. that Tony Stark would probably die in December 2015, which was around the time they were finishing Captain America: Civil War.

    Tony dying and Peter saying, "Mr. Stark? We won, Mr. Stark"

    Feige said, "I remember pitching [Tony's death] to Robert Downey Jr. probably in December of 2015, I think. I pitched him the idea of the two-part finale for Avengers and Spider-Man: Homecoming, which was a part of that leading into it."

    4. Meanwhile, Scarlett Johansson found out that Natasha would die in Avengers: Endgame before production began on Infinity War — she said it didn't feel real until she was standing on the Vormir set alongside Jeremy Renner.

    Natasha telling Clint to let her go and Clint refusing

    She elaborated on Natasha's death scene, saying, "The finality of it was sad, but I was excited to die with honor."

    5. Most of the cast found out they were filming Tony's funeral in Avengers: Endgame the day they arrived on the set. Sebastian Stan said that he was told they were filming a wedding and then realized that Downey was missing.


    6. In Black Panther, when Killmonger defeats T'Challa and throws him over the cliff, cinematographer Rachel Morrison and the camera crew filmed the entire scene with handheld equipment, so they were in the water right beside Michael B. Jordan and Chadwick Boseman.


    Also, this is one of the few scenes in the movie that were actually filmed outside. The crew built structures to block out the sun to help give a gloomy-day effect, and then the waterfall, clouds, and more were added in later.

    7. One of the most emotional moments for Jordan to film in Black Panther was when Killmonger reunites with his father in a dream sequence.


    Jordan recalled filming this moment, saying, "Sterling [K. Brown]'s a phenomenal actor, so being able to go through that sequence and show the vulnerability of that 8-year-old boy, you know, I think that was intense. It was really emotional."

    8. In Guardians of the Galaxy Vol. 2, the moment when Kraglin screams during Yondu's funeral was inspired by Max at the end of One Flew Over the Cuckoo's Nest.

    Marvel / United Artists

    Sean Gunn explained, "At the end of [One Flew Over the Cuckoo's Nest] when Chief throws the thing out and he's breaking out, there's this beautiful shot — it's only a few seconds — of Christopher Lloyd just cheering like crazy. And so I watched that the night before."

    9. In Spider-Man: Homecoming, when Spider-Man is trapped under a building, Holland was actually lying underneath real rubble and cement, so it was super heavy; he said it was the hardest scene to film in the entire movie.

    Peter screaming that he's stuck and needs help

    10. In Captain America: The Winter Soldier, Hayley Atwell wore very little makeup for the scene when Steve visits Peggy, who has Alzheimer's, so the finished product was created digitally. An older actor performed the scene, mimicking Atwell's movements, and then the two performances were combined.

    Peggy seeing Steve and being happy that he's alive, but forgetting that she's been with him this whole time

    Anthony Russo explained that it was the same process Marvel used to create skinny Steve in Captain America: The First Avenger.

    11. While filming Peggy's funeral in Captain America: Civil War, Chris Evans jokingly texted Atwell a picture of the funeral, saying, "You look pretty hot when you're old and dead."

    Steve crying while carrying Peggy's casket at her funeral

    Atwell also got to to keep a program from Peggy's funeral after filming wrapped.

    12. Tom Hiddleston knew about Loki's death in Avengers: Infinity War before filming Thor: Ragnarok — he said that knowing this helped inform his entire performance in Ragnarok.

    Loki saying, "You will never be a god" and Thor crying

    Hiddleston elaborated: "My whole journey through making Thor: Ragnarok — I knew this was coming. By the end of Thor: Ragnarok, Loki has been accepted as Thor’s brother again."

    13. In Captain America: The Winter Soldier, the moment when Bucky gets his mind wiped was inspired by Han Solo being tortured by Darth Vader in Star Wars: The Empire Strikes Back.

    Marvel / LucasFilms

    Joe Russo explained, "I remember being 11 or 12 in the theater and watching [Han Solo] scream. We wanted the same effect where you feel the pain of this tortured soul."

    14. In Guardians of the Galaxy, Laura Haddock, who played Meredith Quill, recorded the dialogue for the moment when Peter reads the letter from his mom in the back of a car — Chris Pratt actually listened to the recording while filming the scene.

    Meredith's letter saying she's going to a better place and how Peter will always be her "little Star-Lord"

    15. The first scene Annette Bening filmed for Captain Marvel was actually the moment when Dr. Wendy Lawson dies after the plane crash.

    Lawson telling Carol that she should leave and she'll have to save everyone without her

    In the director's commentary for the film, directors Anna Boden and Ryan Fleck said that Bening flew in from New York City, didn't sleep, and filmed this dying scene.

    16. Before coming up with the mid-credits scene when Hope, Hank, and Janet turn to dust and Scott is trapped in the Quantum Realm in Ant-Man and the Wasp, the filmmakers thought about hinting at Thanos and Infinity War in the backgrounds of scenes throughout the movie, but it didn't pack the emotional punch that they wanted.

    Scott yelling for Hank, Hope, and Janet to stop goofing around and get him out of the Quantum Realm

    Also, they toyed with the idea of having Luis, Ava, and/or Bill involved in this mid-credits scene too.

    17. The last scene Downey filmed as Iron Man was Tony's emotional last words — they even filmed this moment on a soundstage right next door to where Downey had his original screen test for Iron Man 12 years before.

    Tony saying "I am Iron Man" before snapping his fingers

    18. Also, there was originally dialogue written for Tony in Avengers: Endgame when everyone is saying goodbye to him, but Downey was "adamant" that Tony didn't need to talk here because his fight was done.

    Pepper telling Tony they're going to be okay and he can rest now

    In the director's commentary for the film, screenwriters Christopher Markus and Stephen McFeely explained, "The guy who had an answer for everything is done." Meanwhile, the Russo brothers recalled everyone in the editing room crying when they first cut this moment together.

    19. And finally, "I love you 3,000" was actually a phrase that Downey's son used when he was growing up. Downey told the writers about it, and it eventually made it into Avengers: Endgame.

    Tony, as a hologram, telling Morgan that he loves her 3,000

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