Jon Favreau Wrote Pepper Potts' Iron Man Lines By Eavesdropping On Gwyneth Paltrow

In Jon Favreau's 2008 film "Iron Man," the playboy weapons industrialist Tony Stark (Robert Downey Jr.) has an ethical crisis about his line of work following a traumatic kidnapping incident. Tony was held hostage in a cave by a rogue terrorist (Faran Tahir) who was using the weapons his company produced to spread chaos and death in the Middle East. With the help of a fellow kidnapping victim, a doctor named Ho Yinsen (Shaun Toub), Tony builds a high-tech, weaponized suit of armor to escape his cave. Sadly, Yinsen is killed in the process. Tony returns to the United States broken and sad, and soon announces that his company will no longer be making weapons. 

No one is more startled by Tony's change of heart than his long-suffering personal assistant Pepper Potts (Gwyneth Paltrow). For years, Pepper took care of Tony's business, but also his messy personal life; early in the film, Pepper escorts a one-night stand (Leslie Bibb) out of Tony's home. Over the course of the film, Tony will continue to grow a sharper and sharper sense of righteousness, and Pepper will find that she is respecting him for the first time. By the events of "Avengers: Endgame" 11 years later, the two characters are married with a daughter.

"Iron Man" was co-written by Favreau, and he revealed in the book "MCU: The Reign of Marvel Studios," written by Joanna Robinson, Dave Gonzales, and Gavin Edwards, that he penned Pepper's dialogue merely by listening to the way Paltrow spoke. Favreau evidently took notes and fitted the character to the actress perfectly. This was necessary because — and it may not look like it — a lot of "Iron Man" was improvised. 

Paltrow's rehearsal

According to the book, Favreau took notes during rehearsals, when improv was a little looser and more conversation was happening. Favreau took things Paltrow said and ported them directly into the film's script. For example, there was a scene wherein Favreau was describing the scene's background art to Paltrow, as her character would be knowledgeable in it. Paltrow, however, knew more about the art than Favreau did and corrected him several times. Favreau was so fond of her knowledge that he wrote a scene wherein Pepper provided similar corrections to Tony Stark. 

In a notable scene, Pepper wears a slinky blue evening down to one of Tony Stark's well-moneyed galas at the Walt Disney Concert Hall in Los Angeles. Pepper notes comedically that she's not wearing deodorant. This was a comment Paltrow made herself regarding slinky gowns that reveal one's armpits; deodorant would, of course, be visible in such a garment. 

Favreau, Downey, and Paltrow were all struck by a wild rush of inspiration during the Concert Hall sequence and one of them decided, in the heat of the moment, that there should be a romantic interlude on the roof of the building. The crew had to rush to keep up as the actors and directors ran around to their hearts' whims. Favreau said: 

"This is one of those scenes where everyone from the studio is looking at you like you're crazy because it's four in the morning, and you're doing ten takes, and you're running in and telling them to do something completely different from the last time." 

Ultimately, the romantic improvisations were cut from "Iron Man," as the filmmakers wanted to save the love story for a potential sequel.

Little did they know, in 2008, just how many sequels they'd get.