1.

FADE IN:

1 EXT. RURAL AFGHANISTAN - DAY 1

FROM UP HIGH: a U.S. Military convoy worms through a barren

vista. ROCK MUSIC swells as we drift down and enter the
center Humvee.

2 INT. HUMMER - CONTINUOUS 2

Three Airmen, kids with battle-worn faces. Crammed in there

with them is a Man in an expensive suit, who looks
teleported from Beverly Hills.

He is, of course, genius inventor and billionaire, TONY

STARK. In his hand is a drink tumbler of vodka.

TONY
Oh, I get it. You guys aren’t
allowed to talk. Is that it? Are
you not allowed to talk?

One Airman grins, fidgeting with his orange NY Mets watch.

JIMMY
No. We’re allowed to talk.

TONY
Oh. I see. So it’s personal.

RAMIREZ
I think they’re intimidated.

TONY
Good God, you’re a woman.

The others try to compress laughs.

TONY (CONT'D)
I, honestly, I couldn’t have called
that.
(after silence)
I would apologize, but isn’t that
what we’re going for here? I saw
you as a soldier first.

JIMMY
I have a question, sir.

TONY
2.

Please.

JIMMY
Is it true you’re twelve for twelve
with last years Maxim cover girls?

TONY
Excellent question. Yes and no.
March and I had a schedule conflict
but, thankfully, the Christmas
cover was twins. Anyone else? You,
with the hand up.

PRATT
It’s a little embarrassing.

TONY
Join the club.

PRATT
Can I take a picture with you?

TONY
Are you aware that Native Americans
believe photographs steal a little
piece of your soul?
(then)
Not to worry, mine’s long gone.
Fire away.

Pratt, excited, poses as another Airman snaps the photo. A

second later A MASSIVE EXPLOSION rocks them.

Through the windshield, the Humvee ahead of them erupts in

a fireball.

Tony is flung aside, and in the side-mirror The Humvee

behind them EXPLODES.

Pandemonium as The Airmen are instantly in battle mode.

They scramble out, shutting Tony inside.
3.

PRATT
STAY HERE!

TONY’S POV - OF JIMMY: as he’s stitched by a bouncing Betty

mine. Now, running past, firing a .50 cal. machine gun is -
-

USAF Lt. Colonel JAMES “RHODEY” RHODES. He looks in.

RHODEY
GET DOWN, TONY. GET THE --

An EXPLOSION cuts him off. Rhodey fires through the chaos,

covering all directions, then advances into the murk.

Another Hummer goes up in a fireball, and now --

Tony’s window blows in, spraying glass and shrapnel. He

scrambles for the door.

3 EXT. TONY’S HUMVEE - SECONDS LATER 3

Smoke. Machine gun fire. Tracers zip past. SHOUTING.

Tony ducks, scampering along. He spots an M-16, picks it

up, but the weapon is burning hot. He drops it, moves on
when--

Something PINGS off a smoldering Humvee and thuds in the

dirt near him. He spins and we --

SNAP ZOOM TO: an RPG, revealing its pedigree, “USM 11676 -

STARK MUNITIONS.”

Just as we suspect it’s a dud, it DETONATES and throws Tony

back, shredding his suit and revealing his body armor
underneath. Over the chatter of SMALL ARMS FIRE we --

FADE TO WHITE:

4 INT. INSURGENT CAVE - AFGHANISTAN - DAY 4

4.

Tony snaps awake. He’s tied to a chair, bloody rags

covering his chest. Two Insurgents flank a DV camera.

Behind Tony a line of armed hooded men and a banner showing

ten interlocked rings. The Leader, a huge Choori knife in
one hand, reads rhetoric (in Dari) for the camera.

PUSH IN ON - THE DV CAMERA VIEWFINDER: until the image of a

desperate Tony breaks up into pixel chaos.

CUT TO:

5 CREDITS OVER A FULL SCREEN FILM REEL 5

The attack on Pearl Harbor. FDR gives an impassioned

speech.

NARRATOR (RHODEY’S VOICE)

December 7, 1941: the day the world
changed forever.
President Roosevelt declares the
United States will build fifty
thousand planes to fight the armies
of Hirohito and Hitler--

S.S. Officers goose-step through Paris.

NARRATOR
Although no such capacity to build
existed --

1940s L.A., an unassuming hangar reads: “STARK INDUSTRIES.”

NARRATOR
Howard Stark, founder of the
fledgling Stark Industries, answers
his call to duty --

A Young Howard Stark shakes FDR’s hand.

NARRATOR
And builds not fifty, but a hundred
thousand planes.
5.

An airfield covered in B-29s. Stark bombers in flight,

strewing bombs and paratroopers across the sky.

NARRATOR
Later, Stark’s work on the
Manhattan project makes the end of
the war possible.

A mushroom cloud in the New Mexico desert. Howard Stark

observes with Oppenheimer.

NARRATOR
Stark Industries would go on to
contribute to every major weapons
system through the Cold War --

Korean War, B-52s, ICBMS, nuclear subs, F-16s launching

from carriers. Howard Stark with Kennedy, Johnson, Nixon.

NARRATOR
But Howard Stark’s greatest
achievement would come in 1973--

President Ford, holding baby Tony, posing with Howard. Four

year-old Tony building a massive building-block city.
Howard and twelve year-old Tony assembling a hot-rod
engine.

NARRATOR
From early on, it was clear that
Tony Stark had a unique gift--

Tony working on TURBINE ENGINES in a hangar full of F-18s.

NARRATOR
At seventeen he graduated summa cum
laude from MIT. Four years later,
tragedy would pass the Stark mantle
from father to son--

Howard’s funeral. Tony with Reagan, Bush Sr. and Clinton.

6.

NARRATOR
The loss of a titan. But Tony did
not let personal grief distract him
from his duty --

Tony cuts the ribbon on a brand new ARK REACTOR at Stark

Industries West Coast HQ.

NARRATOR
At twenty-one, he became the
youngest-ever CEO of a Fortune 500
company. And with it came a new
mandate --

A laser-guided bomb hits its target.

NARRATOR
Smarter weapons, fewer casualties.
A dedication to preserving life.

A visual crescendo of America’s modern military might.

NARRATOR
Today Tony Stark’s ingenuity
continues to protect freedom and
American interest around the globe.

A waving American flag superimposed with an Annie Liebowitz

portrait of Tony. And as it fades out, APPLAUSE, then a
light shines on a podium, revealing Lt. Colonel Rhodes.

RHODEY
As Program Manager and Liaison to
Stark Industries, I’ve had the
honor of serving with a real
patriot, a man whose life has been
dedicated to protecting our troops
on the front lines. He’s a friend.
And a great mentor. A man who has
always been there for his friends
and his country. Ladies and
gentlemen, this year’s ARES Award
winner -- Mr. Tony Stark.
7.

THUNDEROUS APPLAUSE. A spotlight fixes on Tony Stark or

rather his empty chair. Applause wanes, lights fade up --

6 INT. BALLROOM - CAESAR’S PALACE - LAS VEGAS - NIGHT 6

Military brass, politicians, movers and shakers. Heads

swivel and MURMUR, where’s Tony?

OBADIAH STANE (50s), CFO of Stark Industries, regards the

empty chair. He makes his way to the podium. Awkward.

OBADIAH
Thank you-- I, uhhh, I’m not Tony
Stark, but if I were Tony, I’d tell
you how honored I am and-- what a
joy it is to receive this award.
(then)

The best thing about Tony is

also the worst thing, he’s always
working.

SMASH CUT TO:

7 INT. CASINO - CAESARS PALACE - NIGHT 7

Tony plays craps, a crowd erupting as they all win big.

Chips pile up. Tony’s flanked on both sides by lucky
ladies.

In between rolls, he whispers into one Woman’s ear --

TONY
--you think we’re having a ‘moment’
here, but this is actually the
logical conclusion of several
mathematical truisms. Your
hypothalamus is flooding your
system with a chain of proteins
called peptides, so that every cell
in your body is opening itself up
to the happy chemical: oxytocin.
8.

WOMAN
(seriously turned on)
That’s-- wow--

TONY
Hold on a second --

He rolls again. The table is hot. More cheers.

TONY
-- so now your limbic system is
positively throbbing. A Kirlian
photograph of us right now,
occupying this space, would show
serious subatomic particles being
exchanged between us, with a
rapidity that transcends--
(then)
Are you getting this? You will be
quizzed --

And now he sees Rhodey pulling up, glowering.

TONY
My God, what are you, they roped
you into this thing too?

RHODEY
Yeah. They said you’d be deeply
honored if I presented.

TONY
Okay, let’s do it.

Rhodey plops the ARES statue down on the felt.

TONY
That was quick. Thought there’d be
more of, you know, a ceremony.
Maybe a highlight reel --
9.

Tony shakes karma into the dice, rolls again. He craps out.
Groans from the table, everyone staring at Rhodey the
“cooler”.

TONY
(to the Boxman)
Colore me up.
(turns others)
My chaperone has just arrived with
my --
(holding the ARES)
-- Degenerate of the Year Award.
Judging from his look, I may have
just peed in the kiddie pool.

The Boxman racks up Tony’s chips.

TONY
I must now take my ease, along with
the House’s funds.

He’s handed racks of chips, then tips the table Operators

and heads off with Rhodey. Two hotel Security Guards fall
in behind. As they meander past tables --

People gawk, snap photos of Tony with their phones.

RHODEY
A lot of people would kill to have
their name on that award.

TONY
It belongs to my old man. They
should have given it to him.

RHODEY
What’s wrong with you? A thousand
people came here tonight to honor
you, and you leave them with egg on
their face. This award means
something, Tony, it’s bigger than
you --
10.

TONY
Hold that thought a sec.

He’s stopped in front of a roulette wheel. Puts all his

chips down on, nods to wheel operator.

TONY
Put it all on black. Don’t worry --
it’s approved.

The Wheel Operator spins.

CLOSE ON - ROULETTE WHEEL: the ball finally settling on

red.

The Dealer scoops away Tony’s chips.

RHODEY
--you just blew three million.

TONY
Yeah. Don’t know what was more
exciting -- winning it-- or the
fact that I don’t care I just lost
it.

RHODEY
Everything’s funny to you.

TONY
No. You’re not funny.

RHODEY
We’ve got a hell of a day tomorrow.
Can we get out of here now?
11.

TONY
One more stop.

CUT TO:

B8 INT. BATHROOMS - CAESARS PALACE - NIGHT B8

An empty palatial bathroom. Tony’s in the stall on his

throne. Rhodey splashes his face by the mirrors.

TONY
(IN STALL)
Of course I respect your opinion.

RHODEY
This is no joke. You’re going into
a hot zone. We should be doing this
test here in Nevada.

TONY
(IN STALL)
This system has to be demonstrated
in true field conditions.

The Bathroom door swings open and VIRGINIA “PEPPER” POTTS

enters, Tony’s sexy and very capable assistant.

PEPPER
Tony, it’s the President. Wants to
congratulate you personally. Heads
up.

She tosses the cellphone over the top of the stall. All
very routine. Rhodey listens to Tony talk, shaking his
head.

TONY
((IN STALL))
12.

Jim, how’re the trout running?

Yeah, sitting on top of the world
here. Working on my masterpiece --

A MINUTE LATER

Tony washes up. As they leave, Rhodey drops money in the

absent Attendant’s tip basket. Tony adds the ARES statue to
the basket and follows Rhodey out.

9 INT. CASINO FLOOR - CAESAR’S PALACE - CONTINUOUS - NIGHT 9

Hotel Guards have patrons cordoned outside the bathroom. We

PICK UP Tony and Pepper in mid walk-and-talk.

PEPPER
You’re leaving the country for a
week. I need five minutes --

TONY
Okay -- shoot.

10 EXT. CAESAR’S PALACE - NIGHT 10

Tony heads for his waiting limo, the entourage hanging

back.

PEPPER
(checking her tablet PC)
The Board meeting is on the
eleventh. Should I tell them to
expect an appearance--?

WOMAN’S VOICE (O.S.)

Mr. Stark!

Tony turns, spots CHRISTINE EVERHART, a hot young Reporter

holding a recorder. Security keeps her at bay.
13.

CHRISTINE
Christine Everhart, Vanity Fair
Magazine. Can I ask you a few
questions?

TONY
Can I ask a few back?

She gives him a disarming smile. Tony waves at Security to

let her through. Pepper shakes her head, then takes a call.

CHRISTINE
You’ve been described as a Da Vinci
for our times. What do you say to
that?

TONY
Ridiculous. I don’t paint.

CHRISTINE
And what do you say to your other
nickname: “The Merchant of Death?”

TONY
That’s not bad --

Her gaze is suddenly cold.

TONY
Let me guess. Berkeley?

CHRISTINE
Brown.

TONY
14.

Well Miss Brown, it’s an imperfect

world and I assure you, the day
weapons are no longer needed to
keep the peace, I’ll start
manufacturing bricks and beams to
make baby hospitals.

CHRISTINE
Rehearse that much, Mr. Stark?

TONY
Every night in front of the mirror.
Call me Tony.

CHRISTINE
I’m sorry, “Tony”, I was hoping for
a serious answer.

TONY
Here’s serious: my old man had a
philosophy: peace means having a
bigger stick than the other guy.

CHRISTINE
Good line, coming from the guy
selling the sticks.

TONY
My father helped defeat Hitler. He
was on the Manhattan Project. A lot
of people including your professors
at Brown might call that being a
hero.

CHRISTINE
Others might call it war-
profiteering.
15.

Tony has to smile, this gal is relentless.

TONY
Tell me: do you plan to report on
the millions we’ve saved by
advancing medical technology? Or
kept from starving with our inteli-
crops? All were breakthroughs
spawned from, that’s right,
military funding.

CHRISTINE
Wow. You ever lose an hour of sleep
your whole life?

He regards her in earnest, then off her drop-dead look we -

-

SMASH CUT TO:

11 INT. TONY’S BEDROOM - STARK ESTATE - NIGHT 11

Christine and Tony, half naked, crashing about. She’s the

one attacking. They flop out of frame.

12 INT. TONY’S BEDROOM - MORNING 12

A clock changing from “5:59AM” to 6:00”. Christine awakens

alone, as the room begins to transform.

Darkened windows turn translucent, admitting light.

She rises, startled by the TV flickering alive as she

passes it. She looks out the window -- hell of a view.

REVERSE ANGLE - OUTSIDE WINDOW.

As we PULL AWAY and establish Tony’s estate, perched

impossibly on the cliffs above the Pacific.

BACK TO:
16.

13 INT. TONY’S BEDROOM - SAME TIME 13

Christine pads over to the closet, tries to open it.

JARVIS (O.S.)
I’m sorry, Miss Everhart, you are
not authorized to access that area.

She jumps, freaked out, grabs for Tony’s shirt on the floor
and covers herself. Just then Pepper enters, holding dry-
cleaned clothes in plastic.

PEPPER
(re: the voice)
Don’t worry, that’s Jarvis -- he
runs the house. Jarvis: de-
activate security.

Pepper eyes Tony’s oversized shirt on Christine.

PEPPER
Here, your clothes cleaned and
pressed. Anything else I can get
you?

CHRISTINE
Look, Tony wanted me to stay for
breakfast, but I’ve got to get a
jump on the day. Call me a cab,
would you?

PEPPER
Cab’s waiting outside.

A beat, then --

CHRISTINE
And a coffee, hon. Black. One
Splenda.
17.

PEPPER
(smiling sweetly)
Should I tell Mr. Stark you were
satisfied with the interview?

14 INT. TONY’S WORKSHOP - MORNING 14

It’s like the chaos inside Tony’s head, ultra-modern drones

and missile parts, sports cars and long-abandoned
prototypes.

Framed photos of Tony and his Dad working on a classic ‘32

Ford. MUSIC drifts from an old Wurlitzer.

We drift past: screens containing various CAD images of a

flathead engine, and finally we find --

Tony, in suit-slacks and an undershirt, grimy from working

on the same ‘32 Ford as in the photo. Pepper enters holding
her PDA.

PEPPER
You still owe me five minutes--

TONY
Five? I’ll need a bit longer than
that --

PEPPER
Focus. I need to leave on time
today.

TONY
You’re rushing me. What, you have
plans tonight?

PEPPER
The MIT commencement. Yes or no?
18.

TONY
Maybe. Tell me your plans.

PEPPER
I’ll tell them ‘yes’. You want to
buy the Jackson Pollock? He’s got
another buyer in the wings --

TONY
What’s it look like?

TONY
It’s a minor work in his later
Spring Period, it’s ludicrously
over-priced--

TONY
Buy it.

She’s interrupted by her phone and taps her bluetooth

headset. Listens.

PEPPER
He left an hour ago. Okay. (hangs
up) It’s Rhodey again.

TONY
You have plans, don’t you --?

PEPPER
I’m allowed to have plans on my
birthday.

TONY
19.

It’s your birthday again?

PEPPER
Yep. Funny, same day as last year.

TONY
Well, get yourself something from
me. Something nice.

PEPPER
Already did.

TONY
And?

PEPPER
It was very tasteful, very elegant.
Thank you, Mr. Stark.

TONY
You’re welcome, Miss Potts.

15 EXT. STARK AVIATION HANGAR - SANTA MONICA AIRPORT - DAY 15

Rhodey, in uniform, paces talking on a cellphone. Behind

him a parked Boeing Business Jet reading: STARK
INTERNATIONAL, “TOMORROW TODAY.” A GROWING RUMBLE and
Rhodey turns to see a Saleen S7 roaring up, stopping short
of him.

Seconds later a Rolls limo arrives. Tony’s chauffeur HOGAN

pops the trunk and takes out: a single overnight suitcase.

The Saleen’s scissor-doors open, Tony jumps out.

He heads for the Boeing, right past Rhodey.

20.

TONY
Sorry, pal, car trouble.

16 INT. TONY’S PLANE - PARKED - DAY 16

Rhodey, steaming, settles into his seat.

RHODEY
I was standing out there three
hours, what the hell --?

TONY
I had car trouble.

A hot Flight Attendant holds out steamy towels with thongs.

TONY
Thanks, maybe later.

Rhodey grabs a towel. The WHINE of ENGINES build.

17 INT. TONY’S PLANE - FLYING - DAY 17

A Flight Attendant stops by their seats.

ATTENDANT
Would you like a drink, Mr. Stark?

TONY
Two fingers of Laphroig.
(to Rhodey)
You want one?

RHODEY
We’re working.
21.

TONY
You should have a drink. We’ve got
a twelve hour flight ahead of us.

RHODEY
It’s two in the afternoon.

TONY
It’s two in the morning where we’re
going. C’mon, ten hours “bottle to
throttle --”

RHODEY
Don’t start with me.

TONY
Jeez, we’re not getting hammered.
Just a nightcap. We’ll sleep
better, arrive fresh. It’s the
responsible thing to do.
I don’t know about you, but I want
to sell some weapons.

Off Rhodey’s stoic look, we --

SMASH CUT TO:

18 INT. TONY’S PLANE - FLYING - NIGHT 18

MUSIC blares. Tony and Rhodey sip drinks, comfortably numb

and oblivious to the flight attendants dancing next to
them.

RHODEY
(a few drinks in)
22.

You don’t get it. I don’t work for

the military because they paid for
my education, or my father’s
education. Don’t cheapen it like
that.

TONY
All I said was, with your smarts,
your engineering background, you
could write your own ticket in the
private sector -- on top of which,
you wouldn’t have to wear that
‘straight-jacket’.

RHODEY
‘Straight-jacket’? This uniform
means something. A chance to make a
difference. You don’t respect that,
because you don’t understand.

TONY
(motions with a nod)
See that one? Her I understand.
Croatian. Hot-blooded, I’m serious.
Must be those winters in Zagreb --

RHODEY
You’re not listening to a word I’m
saying.

TONY
I am listening. I’m changing the
subject. It’s the same litany,
every time you’ve had a thimble of
alcohol. Drink One: reflections on
the New American Century and
related topics --

RHODEY
Something’s seriously wrong with
you, man.
23.

TONY
Drink 2: a history of World War II
and the Tuskeegee Flyers. Drink 3--

RHODEY
You know, hell with you. I’m not
talking to you anymore.

He undoes his seatbelt, rises, looking for somewhere else

to sit.

TONY
Go hang with the pilot. You’ll get
along, he’s got a personality just
like yours.

RHODEY
I will.

Rhodey heads to the cockpit and opens the door.

RHODEY’S POV - THE COCKPIT

Two empty pilot chairs, a fully-automated flight system.

As Rhodey returns to his seat.

RHODEY
That’s funny.

TONY
You could tell?

19 EXT. BAGRAM AFB - AFGHANISTAN - DAY 19

Tony exits the plane, fresh, fired up to greet the waiting

brass. He shakes hands. Then --
24.

Rhodey appears dressed in ABUs. He’s weary, squinting at

the stinging sun. Pulls his sunglasses down over bleary
eyes.

Three JERICHO MISSILES on a ‘flatbed’ (which have been

unloaded from a military jet in the b.g.) are brought under
heavy guard to a waiting convoy.

The CHATTER of MACHINE GUN fire and we --

CUT TO:

20 EXT. DESERT TEST SITE - AFGHANISTAN - DAY 20

Tony firing a N.R.F. 425 MACHINE GUN.

Generals sit on folding chairs behind a safe-zone of Hescos

and sand-bags. Afghani soldiers and SF (Air Force security)
men patrol the perimeter.

Tony puts the N.R.F. 425 gun down next to other weapons. He
struts before the Generals like a carnival barker.

TONY
The age old question: is it better
to be feared or respected? I say,
is it too much to ask for both?

He nods at the Jericho Missile, on a mobile launcher.

TONY
With that in mind, I humbly present
the crown jewel of Stark Industries
Freedom Line. It’s the first
missile system to incorporate my
proprietary Repulsor Technology.
They say the best weapon is one you
never have to fire. I prefer the
one you only have to fire once...

The Jericho ROARS into the sky from a mobile launcher.

TONY
That’s how dad did it, it’s how
America does it, and so far its
worked out pretty well.
25.

Find an excuse to fire off one of

these and I personally guarantee
the enemy is not gonna want to
leave their caves.

FLASH TO: the Jericho, as it divides from a single missile,

into scores of mini-missiles.

ANGLE - ON TONY

A row of majestic peaks behind him. He raises his arms.

TONY
For your consideration, the
Jericho--

The mountains behind his outstretched hands explode.

The shock-wave washes over Tony, blanking him with dust.

REVERSE ANGLE

As the shock-wave erases the observing Generals with dust.

TONY
Now there’s one last creation I
haven’t shown anyone yet. You might
be interested--

He opens a large silver case. Ice-smoke curls out, then --

A bottle appears. Drink glasses. As Tony pours the Generals

and Afghani military officials exchange awkward glances.

TONY
(raises his glass)
To peace, gentlemen and with every
five hundred million, I’ll throw in
a free one of these.

21 EXT. DESERT TEST SITE - DAY 21

The Generals board their Humvees and depart to the East.

26.

Tony and Rhodey walk to their convoy of waiting Humvees,

pointing West. Tony gets Obadiah Stane on his video-phone.

TONY
Hey, what are you doing up?

OBADIAH
Sleeping. How did it go?

TONY
I think we got an early Christmas
coming.

OBADIAH
Sounds good.

TONY
Hey, why aren’t you wearing the PJs
I got you?

OBADIAH
I don’t do monograms. I’m hanging
up now, bye-bye.

Stane hangs up.

TONY
All right, who wants to ride with
me? Jimmy?

JIMMY
(psyched)
Me?

Jazzed, Jimmy and the others jump into the lead Humvee. As
Rhodey approaches --
27.

TONY
Sorry, Rhodey, no room for my
conscience in here. Or that hang-
dog look.
(raising his glass)
See you back at base.

Rhodey shakes his head, and heads for a different Humvee.

ROCK MUSIC is cranked up on a boom-box. And as Tony’s door

slams shut.

SMASH CUT TO:

22 INT. CRUDE OPERATING ROOM - CAVE - AFGHANISTAN - NIGHT 22

Nightmarish. GARBLED VOICES. Stabbing lights. Tony thrashes

against a restraining belt.

Impressionistic glimpses: a red scalpel. Blood-spattered

hands. Tony’s heaving chest. A boilerplate.

TONY’S POV: YINSEN (60s), looks down on us, performing the

“operation”. He yells to someone in Arabic, and --

Tony is held down, a chloroform rag is pressed to his face.

23 INT. LAB - CAVE - DAY 23

Tony flickers awake, disoriented. A tube protrudes from his

nose. He sees --

Yinsen, humming a tune as he shaves by a broken mirror. But

more importantly right now --

There is a jug of water on the table.

Tony tries to speak, can’t. It’s the damn nasal tube. He

pulls at it, gagging as two of feet of tubing slithers from
his nose.

TONY
(hoarse whisper)
--water-- water.
28.

Yinsen keeps humming. Tony yanks the IV from his arm and
stretches for the water, but is stopped by a wire, under
his chest bandages, snapping taut.

YINSEN
I wouldn’t do that if I were you.

Tony follows the wire with his eyes and finds, to his
horror, that it’s hooked up to a car battery.

He starts clawing at his chest bandages. Yinsen turns.

Tony sees his ugly chest wound. It’s too much. He swoons.

24 INT. LAB - CAVE - HOURS LATER - DAY 24

Yinsen stirs a bubbling pot on the furnace. He flicks

glances at Tony, waking up on the cot.

Tony eyes the bulky chest-piece protruding from his fresh

bandages.

TONY
What have you done to me?

YINSEN
What did I do? I removed what I
could, but there’s a lot left
headed for you atrial septum. Do
you want a souvenir?

He tosses Tony a jar with scores of bloody Christmas tree-

like barbs. Tony regards the ‘shrapnel’ he owns the patent
to, and lets the jar drop.

YINSEN
29.

I’ve seen many wounds like this in

my village. The walking dead we
called them, because it took a week
for the barbs to reach vital
organs. I anchored a magnetic
suspension system to the plate.
It’s holding the shrapnel in place
at least for now.

Tony struggles up, sits on the cot and notices something --

TONY’S POV: a surveillance camera on the cave wall.

YINSEN
That’s right, smile. (then) We met
once -- at a technical conference
in Bern.

TONY
I don’t remember.

YINSEN
You wouldn’t. If I’d been that
drunk, I wouldn’t have been able to
stand, much less give a talk on
integrated circuits.

TONY
Where are we --?

The door-slat flies opens and a pair of dark eyes stare in.
Yinsen drops his spoon, puts his hands on his head.

YINSEN
Stand up! Do as I do. Now!

Tony gets to his feet, can’t gets his hands up. Yinsen
helps him.

YINSEN
30.

Listen to me, whatever they ask

you, refuse. You understand? You
must refuse.

The door opens and ABU BAKAR enters with two armed Henchmen
(Ahmed and Omar). On Ahmed’s wrist, Tony notices --

Jimmy’s bright orange METS watch (from the convoy earlier).

ABU
(in Arabic)
Welcome Tony Stark, the greatest
mass murderer in the history of
America. It’s a great honor.

YINSEN
(translating for Abu)
He says welcome Tony Stark, the
greatest mass murderer in the
history of America. He is very
honored.

Abu looks Tony up and down like a prize horse, then --

ABU
(in Arabic)
I want you to build this for me --
the Jericho missile you were
demonstrating.

Abu holds out a photo: a surveillance image of the Jericho

Missile launch.

YINSEN
(translation)
You will build for him Jericho
missile you were demonstrating.

TONY
--I refuse.
31.

Yinsen backhands Tony across the face, goes ballistic --

YINSEN
You refuse? You will do everything
he says. This is the great Abu
Bakar. You’re alive only because of
his generosity. You are nothing.
NOTHING. He offers you his
hospitality, and you answer only
with insolence He will not be
refused. You will die in a pool of
your own blood.

Abu, spooning down Yinsen’s food, throws a look of smug

satisfaction. He heads out. The door slams shut.

YINSEN
Perfect. You did very well, Stark.

Tony is utterly perplexed.

YINSEN
Good, I think they’re starting to
trust me.

Yinsen returns to cooking.

YINSEN
Well, that’s the end of my plan.

25 INT. LAB - CAVE - DAY 25

Tony is jostled awake by Abu’s Henchmen, wrestling a hood

over his head. He struggles as he’s pulled to his feet.

26 INT. TUNNEL - CAVE - DAY 26

TONY’S POV - THROUGH HOOD: approaching the tunnel opening.

32.

27 EXT. CAVE COMPLEX - MINUTES LATER - DAY 27

CLOSE ON - TONY: the hood is yanked off his head. He

squints into the stinging daylight, his expression turning
to shock.

In a bowl of tall mountains, camouflaged tarps are furled,

revealing skids upon skids of Stark Industries weapons
dating back to 80s Afghanistan.

VARIOUS SHOTS - OF CRATES: the STARK INTERNATIONAL

MUNITIONS logos. Some faded, some new.

Tony, stunned, staggers along the crates. Yinsen follows.

YINSEN
Quite a collection, isn’t it?

TONY
How did they get all this?

ABU YINSEN
(in Arabic)
(translation)
As you see, we have As you can see,
they have everything you need to
build everything you need to build
the Jericho. You will make a the
Jericho. He says make a list of
materials and start list of
materials. You will work right
away. When we are start work right
away and done we will set you free.
When you are done he will set you
free.

Tony sees a heavily armed and imposing man surrounded by

several men, who act as pilot fish around him. This is
Warlord RAZA, a man you don’t mess with.

TONY
No he won’t

YINSEN
--no he won’t.
33.

28 EXT. AMBUSH SITE - AFGHANISTAN - DAYS LATER - DAY 28

Cold charred wreckage. Rhodey, GENERAL GABRIEL (50s) and a

team of SF men assess the remains of Tony’s convoy.

RHODEY
Something’s not right.

GABRIEL
Looks like a standard hit and run.

RHODEY
Sir, I’m telling you, this was a
snatch and grab. A perfectly
executed linear ambush. As soon as
they got what they wanted, they
melted away.

GABRIEL
Intel’s on it, we’re in good hands.
If he’s out there, we’ll get him.

It hangs there, then --

RHODEY
With your permission I’d like to
stay in theater and head up the
search and investigation.

GABRIEL
There’s a PR firestorm brewing over
this. Right now the best way to
serve your country is to get back
there and handle it.

RHODEY
34.

Tony Stark is the DOD’s number one

intellectual asset, and I can be of
value in the field.

GABRIEL
Duly noted, but we need you back
home.
(walks away, then)
Colonel, it’s not lost on me that
Stark is a lifelong friend.

Rhodey nods and heads for his Humvee as things are packed
up.

29 INT. LAB - CAVE - DAYS LATER - DAY 29

Dark. Tony sits in a wheelbarrow by the furnace, wrapped in

an Army surplus blanket. Yinsen looms over him.

YINSEN
I’m sure they’re looking for you,
Stark, but they will never find you
here.
(then)
That car battery is running out and
they won’t turn on the generator
till you start to work.

Silence.

YINSEN
You don’t like what you saw out
there, did you? I didn’t like it
either when those weapons destroyed
my village.
(beat)
What you just saw, that’s your
legacy -- your life’s work in the
hands of these murderers. Is that
how you want to go out? Is this the
last act of defiance of the great
Tony Stark? Or are you going to try
to do something about it?
35.

TONY
Why should I do anything, they’re
either going to kill me or I’m
going to die in a week.

YINSEN
Then this is a very important week
for you.

30 INT. LAB - CAVE - DAY 30

The lights come on as the generator is started. Abu is

flanked by Ahmed and several Guards. He watches as Omar
refuels the generator, then walks the gas can to a ‘cage’,
housing a fuel drum, and locks that down too.

TONY
Okay, here’s what I need.

Tony paces, barking what he needs done while more of Abu’s

Guards carry in missiles and materials. Yinsen follows,
translating as Tony assesses his work area.

TONY - YINSEN
(in Arabic)
S-Category missiles. Lot 7043. The
S-30 explosive S-Category missiles.
Lot tritonal. And a dozen of the
7043. The S-30 explosive S-76.
Mortars: M-Category tritonal. And a
dozen of the Abu’s men dart
about.This area free of clutter,
36.

with good light. I want it-- this

area free of clutter, at 12 o’clock
to the door to with good light. He
wants it avoid logjams. I need at
12 o’clock to the door to welding
gear -- acetelyene or avoid
logjams. He needs propane, helmets,
a soldering welding gear --
acetylene or set-up with goggles,
and propane, helmets, a soldering
smelting cups. Two full sets set-up
with goggles, and of precision
tools. smelting cups. Two full sets
of precision tools.

Abu getting exasperated by the never-ending list.

TONY - YINSEN
Finally, I want: three pairs
Finally, he needs: three of tube
socks, white, a pairs of tube
socks, white, a toothbrush, protein
powder, toothbrush, protein powder,
spices, sugar, five pounds of
spices, sugar, five pounds of tea,
cards,
(thinks, then)
tea, and some playing cards. And a
washing machine.
(pauses)

And a washing load. machine. Top

load.

Abu’s eye bulge. He gets in Tony’s face.

ABU
(in Arabic)
A WASHING MACHINE? DOES HE THINK
I’M A FOOL?

TONY
(to Abu)
Must have everything. Great Satan
make big boom-kill for powerful Abu
Bakar. Big boom-kill.
37.

31 INT. LAB - CAVE - NEXT DAY - DAY 31

Tony pulls open a missile-housing and removes a glass ring

from the inner workings of its guts. Then --

He leads Yinsen up to a large missile crate. They remove

the chip-rack cylinder from a larger warhead.

YINSEN
You do know they’ve removed all the
explosives before they brought this
to us.

TONY
I know, they’re crazy not stupid.

Tony walks the heavy chip-rack to the work-bench and

removes a tiny palladium strip.

TONY
This is what we’re looking for. I
need eleven of these.

YINSEN
Eleven?

E32 INT. LAB - CAVE - LATER - DAY E32

SHOT OF: Yinsen removes chip-rack cylinders, bringing them

to Tony. Tony extracts palladium strips.

TONY
Heat the palladium to 1825 Kelvin.

YINSEN
(at furnace)
How will I know when it reaches
that temperature?
38.

TONY
The palladium will melt.

LATER:

INSERT OF: Tony wraps a copper coil around the glass ring.

INSERT OF: Tony drops palladium strips into a crucible on

the fire.

INSERT OF: Tony sculpts a sand-mold for the palladium ring.

LATER:

SHOT OF: Yinsen bringing the crucible of melted palladium

to Tony.

TONY
Careful, careful--

YINSEN
Relax. I always had steady hands.
It’s why you’re still alive.

TONY
Oh yeah, thanks. What do I call
you?

YINSEN
My name is Yinsen.

TONY
Nice to meet you.

YINSEN
Nice to meet you too.
39.

LATER:

SHOT OF: Tony lifts the palladium ring out of the mold with
a tweezer.

YINSEN
What are you building?

TONY
A better mousetrap.

33 INT. LAB - CAVE - DAY 33

Tony plugs a cable into the generator.

TONY
What are you shaving for? We’re
almost done.

YINSEN
(taking his time shaving)
Look like an animal, and soon
you’ll start behaving like one.

Tony throws a generator switch. The lights go up and down.

INSERT SHOT OF: the finished RT device, wired to the

generator cable, beginning to glow on the workbench.

Yinsen wipes his face, and trails Tony to the workbench. He

undoes the wires, holding up the glowing RT device.

YINSEN
That doesn’t look like a Jericho
missile.

TONY
That’s because it’s a miniature ARK
reactor. It should suspend the
shrapnel in my chest and keep it
from entering my heart.
40.

YINSEN
What an original invention.

TONY
Yeah, but this one is going to last
a bit longer than a week.

YINSEN
It’s pretty small, what can it
generate?

TONY
Three gigajoules -- per second.

Yinsen marvels.

YINSEN
That could run your heart for fifty
lifetimes.

TONY
Or something very big for fifteen
minutes.

Their eyes meet a moment, then --

TONY
Let’s put it in.

34 INT. RAZA’S CONTROL ROOM - CAVE - HOURS LATER - DAY 34

PUSH IN - MONITOR: Tony lying on a workbench, Yinsen

craning over him.
41.

PUSH IN - ON: Raza, watching as he spoons peanut-butter

from a military airdrop care-package.

35 INT. TONY’S OFFICE - STARK INTERNATIONAL - DAY 35

Pepper enters and is surprised to see Obadiah sitting

behind Tony’s desk, head in his hands.

OBADIAH
Sorry, did I startle you?

PEPPER
A little--

He watches as Pepper swaps yesterday’s unread L.A. Times

and Wall Street Journal with today’s. Her little vigil.

Stane rises, gazes out the windows at the vast Stark

compound. Pepper comes up behind him.

OBADIAH
This was a bad idea, I should never
have let him go over there--

He starts to break down. She touches his shoulder.

PEPPER
Hey, hey-- we’ve got to be strong,
he’s going to be okay.

He composes himself, nods.

CUT TO:

36 INT. LAB - CAVE - WEEKS LATER - DAY 36

CLOSE ON - TONY’S OLD CAR BATTERY: we follow the wires and

end on the bloody chest plate, no longer in Tony’s chest.
42.

INSERT - TRACKING SHOT: of new set dressing, revealing that

time has passed and ‘missile’ components have progressed
(we see jig).

We find Tony, bearded and filthy now, cutting metal flat-

stock with a torch. His shirt is cracked open, revealing
the glowing RT device in his chest. He snuffs the torch,
looks over his shoulder at --

Yinsen concentrating on building a backgammon board.

Tony secretly begins filling a cylinder with gas from the

torch.

YINSEN
(flicks a glance at Tony)
Stark, tell me what you’re doing,
and I’ll tell you what I’m doing.

TONY
Looks to me like you’re making a
crappy backgammon board.

YINSEN
Crappy? This is Lebanese cedar.

TONY
Is that where you’re from, Lebanon?

YINSEN
I’m impressed you even know what
this is.
(then)
How about we play, and if I win,
you tell me what you’re really
making.

TONY
“A” I don’t know what your talking
about. “B” I was the backgammon
champ at MIT four years running.
43.

YINSEN
Interesting, I was the champion at
Cambridge.

TONY
Please don’t use ‘interesting’ and
Cambridge in the same sentence.
(then)
Is that still a school?

YINSEN
It’s a university. You probably
haven’t heard about it since
Americans can’t get in.

TONY
Unless they’re teaching.

The door-slat flies open. Abu again. He barks, more stern

than usual. Tony stops, the secret cylinder he was filling,
clatters to the floor. Yinsen notices, looks at Tony.

Abu, Ahmed and Omar enter, followed by RAZA’S GUARDS. They

take up positions, rigid. Raza enters (he speaks English).

RAZA
Relax.

They lower their hands. Silence as Raza meanders, picking

up and putting things down. He almost steps on Tony’s
secret cylinder, but then sees the washing machine. He
shoots Abu a cold look and turns to the workbench and
peruses Tony’s onion-paper schematics of the missile.

RAZA
The bow and arrow was once the
pinnacle of weapons technology. It
allowed the great Genghis Khan to
rule from the Pacific to the
Ukraine.
44.

He pushes the schematics around trying to make sense of

them.

RAZA
Today-- whoever has the latest
Stark weapons rules these lands.
Soon it will be my turn--

A beat as Raza looks back and forth between Yinsen and

Tony.

RAZA
(to Yinsen in Urdu)
What’s really going on here?

YINSEN
(in Urdu)
Nothing. We’re working.

RAZA
(in Urdu)
It’s been a long time. Where’s the
weapon?

YINSEN
(in Urdu)
He’s working very hard. It’s very
complex.

Yinsen flicks a glance at Tony, who watches apprehensive.

RAZA
(to Abu, in Urdu)
Get him on his knees.

Yinsen is forced to his knees by Abu and Ahmed. Using

tongs, Raza lifts a hot coal from the furnace and
approaches Yinsen.

RAZA
(in Urdu)
45.

Tell me what is going on?

YINSEN
(in Urdu)
Nothing! NOTHING is going on.

RAZA
(in Urdu)
OPEN YOUR MOUTH!

Yinsen won’t do it. Abu and Ahmed force his mouth open.

CLOSE ON - COAL: heading for Yinsen’s mouth. He struggles.

RAZA
(in Urdu)
TELL ME NOW!

YINSEN
(in Urdu)
He’s building your bomb.

The glowing coal nearly at Yinsen’s mouth now then --

Raza drops the coal on the floor in front of Yinsen and

leaves. Raza’s men follow and slam the door shut.

Yinsen gathers himself, then --

YINSEN
That’s twice I saved your life. Now
are you going to tell me what the
hell you’re really building?

Their eyes hold, then --

CUT TO:
46.

37 INT. LAB - CAVE - DAY - CONTINUOUS 37

CLOSE ON - LIGHT-BOARD: AS IT’S FLICKED ON.

Tony lays schematic after schematic on the glass.

CLOSE ON - YINSEN: surprise registering.

YINSEN
Finally, an idea of your own.

38 INT. TUNNEL - CAVE - DAY 38

We follow Abu in a tunnel, heading for the lab. He shoves

the door-slat aside.

ABU’S POV - THROUGH SLAT: Tony, shaving in front of the

broken mirror, turns.

39 INT. LAB - CAVE - CONTINUOUS - DAY 39

Abu shuts the door slat.

Tony wipes his face, pulls on a pair of gloves as he goes

to the furnace. He takes a white-hot piece of metal from
the forge and starts pounding on it.

Yinsen, soldering a complex circuit, looks up. He is struck

by the image of Tony, strong and resolute, hammering away.

SLOWLY PUSH IN ON - TONY: hammering away.

YINSEN (O.S.)
My people have a tale, about a
Prince -- much hated by his King --
who was banished to the underworld
and jailed there.

BOOM! BOOM! The hammer blows ECHO.

YINSEN (O.S.)
The evil King gave him the most
difficult labor -- working the iron
pits.
47.

Tony’s muscles ripple, sweat flying.

YINSEN (O.S.)
Year after year the Prince mined
the heavy ore, becoming so strong
he could crush pieces of it
together with his bare hands. Too
late, the King realized his
mistake--

Dazzling sparks fly around Tony.

YINSEN (O.S.)
When he struck at the Prince with
his finest sword -- it broke in
half. The Prince himself had become
strong as iron...

Tony, sweating, holds up the metal he’s been working on --

A crude iron mask stares back.

He tosses the mask down. It lies there smoking and pulsing

with heat.

40 INT. HALLWAY - STARK INTERNATIONAL HQ - DAY 40

From down the hallway, Pepper watches Obadiah and Rhodey in

close, heavy conversation. Obadiah, grave, looks over and
catches Pepper’s eye, then he walks off, shaking his head.

Rhodey on his way out. Pepper steps into his path.

PEPPER
So that’s it? Everyone’s pulling
the plug and moving on--

RHODEY
There’s nothing left we can do. If
there was any indication Tony was
still alive--
48.

PEPPER
Spare me. I read the official e-
mail. Thought maybe you’d have
something different to say.

Rhodey follows her into --

41 INT. PEPPER’S OFFICE - CONTINUOUS - DAY 41

PEPPER
If anyone could figure out how to
beat the odds, it’s Tony. If it was
you over there, he’d be finding a
way to get you back. Or inventing a
new one.

RHODEY
What do you want me to do?

PEPPER
Be a better friend to him.

And with that, she storms out, leaving him stung.

42 EXT. EDWARDS A.F.B. - DAY 42

Rhodey, duffel slung in front of a C-17, is shipping out on

a line of soldiers. General Gabriel pulls up on a golf cart
and approaches. Everyone salutes. The General pulls Rhodey
aside.

GENERAL GABRIEL
What do you think you’re doing,
Rhodes?
49.

RHODEY
Going back there, Sir.

GENERAL GABRIEL
Listen, son -- it’s been three
months without a single indication
that Stark is still alive. We can’t
keep risking assets, least of all
you.

RHODEY
Are you blocking my transfer, Sir?

GENERAL GABRIEL
(looking around)
Any one of these guys would kill
for your career. Are you telling me
you’re willing to sacrifice that to
fly a bunch of snake-eaters on a
desert patrol half way around the
world?

RHODEY
I am, Sir.

GENERAL GABRIEL
Then I have one thing to say to
you: Godspeed.

He salutes Rhodey. Rhodey salutes back.

GENERAL GABRIEL
(to the soldiers)
As you were.

Rhodey turns and heads up the ramp into the loading bay.
50.

43 INT. LAB - CAVE - WEEKS LATER - DAY 43

Tony puts the finishing touches on a strange box housing a

laser-pointer, fan and tinsel. He tapes the box shut, peeks
through a tiny hole in its side.

TONY’S POV - INTO BOX: it looks like the furnace flames in

the dark.

44 INT. RAZA’S CONTROL ROOM - NIGHT 44

Guards, bored and tired mill about.

CLOSE ON - SURVEILLANCE MONITOR: which shows the furnace

glowing in the dark lab. There is a brief shift in the
image, and we --

CUT TO:

45 INT. LAB - CAVE - SAME TIME - NIGHT 45

The strange box Tony was working on is being affixed over

the surveillance camera.

NEW ANGLE

A work-light is on, revealing Tony and Yinsen by the

workbench. A sensor on Tony’s leg is coupled to a
contraption. Yinsen watches intently as --

Tony plugs a wire into his RT ‘heart’, a moment as --

Data races up on the crusty laptop then --

As Tony moves his leg, the contraption on the table springs

to life, responding to his actions. Tony’s chest-device,
which dims with the power loss.

The two men’s eyes drift up and hold. Triumph.

TONY
(unplugging himself)
We’re ready. A week of assembly and
we’re a go.
51.

YINSEN
Then perhaps it’s time we settle
another matter--

46 INT. LAB - CAVE - DAY 46

Tony and Yinsen eat and play backgammon.

YINSEN
Ah, anchoring with 13-7. You know,
I have never met anyone who
understands the nuances of this
game like you.

TONY
Right back at ya.

TONY
You never told me where you’re
from.

A moment, then --

YINSEN
I come from a small village not far
from here. It was a good place...
before these men ravaged it.

TONY
Do you have a family?

YINSEN
When I get out of here, I am going
to see them again.
(then)
Do you have family, Stark?
52.

TONY
--no.

YINSEN
You’re a man who has everything and
nothing.

Abu shouts from the door slat and enters.

YINSEN
(in Arabic)
Your laundry’s over there.

Abu goes to a basket where his laundry is neatly folded. He

smells it, ‘ah, clean clothes.’ He heads for the door,
shaking his head as he sees them play backgammon.

ABU
(in Arabic)
You idiots don’t know what you’re
doing with that game.

TONY
Yeah-yeah, enjoy your laundry.

Abu is about to head out when Raza enters. Abu freezes.

Raza eyes’s dip to the laundry, then without warning --

He shoots Abu in the head.

Tony and Yinsen stand there, stock-still.

RAZA
You have till tomorrow to assemble
my missile.

He walks out. His henchmen grab Abu’s legs and drag him
out.

The silence hangs there, then --

53.

47 INT. RAZA’S CONTROL ROOM - CAVE - NEXT DAY - DAY 47

Guards pour over a map, discussing heatedly. Others clean

and re-assemble weapons. Khalid keeps watch at the
monitors.

CLOSE ON - MONITOR: where we see Yinsen laboring furiously

behind the jig.

Raza enters, wiping his face and neck with a towel. He

drifts to the monitors, observes. Troubled he leans in,
staring intently.

CLOSE - ON MONITOR: Yinsen still going like hell behind the

jig.

RAZA
(in Urdu)
Khalid. Where is Stark?

He taps the monitor.

48 INT. CORRIDOR OUTSIDE LAB - CAVE - MINUTES LATER - DAY 48

Khalid arrives, pulls the slat aside and peeks in. He

glimpses a disembodied Yinsen working behind the jig.

KHALID
Yinsen! YINSEN!

Yinsen ignores him, keeps working.

49 INT. CORRIDOR OUTSIDE LAB - CAVE - DAY - CONTINUOUS 49

REVERSE ANGLE - OF KHALID: in the door-slat. Below, the IED

cylinder (propane tank Tony filled earlier), is rigged to
the door-latch.

BACK TO:
54.

50 INT. CORRIDOR OUTSIDE LAB - CAVE - DAY - CONTINUOUS 50

Khalid, as he turns to his men, who ratchet their guns. He

unlocks the door. It won’t open. He shoulders it and --

The door explodes in his face. Smoke. Debris.

51 INT. RAZA’S CONTROL ROOM - SAME TIME - DAY 51

Raza witnesses the explosion on the surveillance monitor.

52 INT. LAB - CAVE - SAME TIME - DAY 52

CLOSE ON - THE LAPTOP SCREEN: program bars loading slowly.

TONY (O.S.)
It’s frozen, the systems aren’t
talking to each other. Reset!

YINSEN
No, they’re moving. Very slow.

We glimpse a bulky chest piece being lowered over Tony. The

STACCATO WHINE of PNEUMATIC TOOL as Yinsen seals Tony in.

53 INT. RAZA’S CONTROL ROOM - MINUTES LATER - DAY 53

Raza, at his monitors, orchestrating his men over the

radio.

CUT TO:

54 INT. HALLWAY - MINUTES LATER - DAY 54

55.

Raza’s men cautiously approach.

CUT TO:

55 INT. INSIDE LAB - MINUTES LATER - DAY 55

Yinsen eyes the laptop, the bars creeping ever so slowly.

He turns, listening to the SHOUTING MEN outside growing
louder.

TONY
Get to your cover. Remember the
checkpoints -- make sure each one
is clear before you follow me out.

A decision, then Yinsen runs out.

TONY
YINSEN!

CUT TO:

56 INT. OUTSIDE LAB - MINUTES LATER - DAY 56

Yinsen grabs dead Khalid’s weapon and runs into the tunnel,
firing in the air.

YINSEN’S POV: rounding a corner, encountering Raza’s men.

He opens fire the men are caught off guard, and retreat.
Yinsen chases, firing madly, unleashing pent-up rage.

He enters the outer cavern, and is confronted by Raza and

his troops. Yinsen lowers his weapon to the ground.

57 INT. LAB - CAVE - SECONDS LATER - DAY 57

56.

TONY’S POV: trapped in the suit, watches the loading bars

on the laptop get close. Suddenly Multiple BURSTS of
gunfire. Tony throws a look.

SILENCE.

CUT TO:

58 INT. TUNNEL - SECONDS LATER - DAY 58

Raza’s Guards, running at us, shouting.

CUT TO:

59 INT. LAB - CAVE - SAME TIME - DAY 59

The loading bars on the laptop finish their cycle and a

surge of power to the suit dims the lights.

60 EXT. OUTSIDE THE LAB - SAME TIME - DAY 60

The lights dim to darkness. Raza’s Guards, scared, inch up

on the lab. Two of them break off and move forward --

61 INT. INSIDE THE LAB - SAME TIME - DAY 61

The two Guards enter the dark, smoky lab cautiously. It

appears deserted. Then, a Guard stops, turns slowly --

In the dark, an eerie glow, twin-flames. The SCREAM of

surging METAL and we --

CUT TO:

62 EXT. OUTSIDE THE LAB - SAME TIME - DAY 62

As the two Insurgents SCREAM and are flung back out.

57.

The other Guards fire wildly into the lab. As they re-load
the THUMP and SCREECH of METAL. A glowing chest plate. The
flicker of blue pilot lights, and finally, out of the
smoke, the complete nightmare vision.

Iron Man the Original Gray Armor.

The Insurgents backpedal, firing, but Tony keeps coming,

feet CRUNCHING on the cave floor.

63 INT. RAZA’S CONTROL ROOM - DAY 63

Raza strapping on his flak vest, grabbing an RPG launcher.

64 INT. EXIT TUNNEL - DAY 64

The crazy streak of tracers, bouncing off Tony.

An Insurgent jumps from a side-corridor, firing his pistol

point-blank at the back of Iron Man’s head.

PING! The bullet ricochets back, killing the man instantly.

NEW ANGLE as Iron Man clumps towards the light of freedom,

insurgents spill out of nooks, in front of him, behind him,
firing --

Tony’s arms swivel, knocking Guards down, absorbing

countless rounds. The suit is shredding, smoking,
pockmarked.

CUT TO:

65 INT. EXIT TUNNEL - DAY 65

Raza heading down a tunnel with an RPG. A wounded Guard

grabs onto him, jabbering. Raza shoves him aside.

CUT TO:
58.

66 INT. MAIN CHAMBER - DAY 66

Tony turns into the main chamber and sees Yinsen on the
ground.

YINSEN
STOP! STOP!

Tony stops and an RPG whizzes past his nose, exploding in

the wall next to him. He turns, sees Raza, in the
intersecting tunnel, calmly loading another RPG.

Tony primes his flame throwers, but they malfunction. Both

men square off. Raza aims, but now Tony’s flame throwers
kick in and Raza flattens as twin-plumes of fire envelope
him. He SCREAMS, grabbing a dead soldiers as a shield.

Tony turns clearing Insurgents out of the tunnels with his

flame throwers. Then he returns to Yinsen.

TONY
We could’ve made it. Both of us.
You could’ve seen your family
again.

YINSEN
I am going to see them again.
They’re waiting for me.

And now Tony understands Yinsen’s family is dead. Yinsen

grins, then sags into himself, dead.

Rage overtakes Tony. He steams towards the exit, roaring.

67 EXT. EXIT TUNNEL - DAY 67

Raza’s men fleeing as a deluge of flame shoots from the

tunnel. Then --

Tony emerges, the gray armor scarred and sizzling.

Insurgents keep firing, trying to draw him from the massive
ammo dump under the camouflage. But Tony is relentless,
keeps moving towards it.

Tony turns his flame throwers on the crates. They begin to

burn, the STARK logos eaten by flames.
59.

And now a withering barrage of gunfire knocks Tony to his

knees. The hose to his flame thrower is pierced, setting
his arm on fire. Another bullet catches a seam and enters
his shoulder.

But Tony struggles back to his feet. The suit GRINDS. He

pushes further into the maze, torching everything.

More gunfire pings and ricochets off him, pieces of the

gray armor begins to come loose.

Now Tony opens a metal flap on his arm, flips a red switch.
And now something incredible happens A WHINE builds to a
ROAR.

Tony tucks, angles forward as heel-boosters glow white hot,

kicking up desert plumes and then he blasts off like a
missile, rising hundreds of feet.

One Insurgent watches dumbstruck, as Tony arcs across the

sky towards a mountain pass.

And then the first ammo dump ignites. Then another and
another, fire roses joining in a hellish conflagration. And
barely outpacing the fireball --

68 EXT. SKY - CONTINUOUS - DAY 68

The gray armor shoots towards us. Tony clears the mountain
ridge by inches, and then --

His boosters are suddenly spent. He plunges like a human

cannonball.

TONY’S POV - THROUGH SUIT: the Earth swelling up at us and

--

69 EXT. SAND DUNES - DAY 69

Tony THUDS into the sand, pieces of the armor splitting

away.

Dazed, he struggles from the exo-skeleton. He staggers into

the dunes, away from the smoke and DISTANT EXPLOSIONS.

He’s torn up, clutching a bullet wound. He falls, gets up

again, keeps moving.
60.

70 EXT. SAND DUNES - DUSK - NIGHT 70

Tony staggers down a dune, dying from thirst. Behind him a

USAF Blackhawk suddenly rises over the lip of the dune.
Tony turns, falling over.

Moments later Rhodey, winded, appears over us. A grin

forming.

RHODEY
Saving your ass is getting to be a
full time job.

71 EXT. EDWARDS A.F.B. - DAY 71

In the heat shimmers, a hulking form becomes a taxiing C-

17.

72 EXT. EDWARD`S A.F.B. NEW ANGLE - MINUTES LATER - DAY 72

The rear ramp of the C-17 comes down. Light blinds Rhodey
and Tony who’s in a wheelchair.

TONY’S POV: Pepper is revealed as the ramp lands.

Rhodey wheels him down. As they reach the ramp’s end--

TONY
Help me out of this thing--

He struggles to his feet, faltering. Rhodey steadies him.

RHODEY
I got you, pal.

They walk together as Pepper comes forward. She meets eyes

with Rhodey, and he nods to her.

PEPPER
61.

Thank you.

And now she faces Tony. A ghost of his former self, but she
puts on a brave face.

TONY
(managing a smile)
Your eyes are red. A few tears for
your long-lost boss?

PEPPER
Tears of joy. I hate job hunting.

Hogan comes around, holds the limo door open for Tony.

HOGAN
Good to see you again, Sir.

TONY
You do something new with your
hair?

HOGAN
Wouldn’t dream of it, Sir.

Pepper helps Tony into the limo.

73 INT. ROLLS SILVER PHANTOM - IDLING - DAY 73

Awkward silence. Pepper meets eyes with Hogan in the

mirror.

HOGAN
Where to, Mr. Stark?
62.

PEPPER
We’re due at the hospital.

TONY
No -- to the office. (then) I’ve
been in captivity for three months.
There’s only two things I want to
do. I want to eat a cheeseburger.
And I want to hold a press
conference.

Off Pepper’s stunned look--

74 EXT. STARK INTERNATIONAL HQ - DAY 74

Tony’s limo pulls up, Hogan lets Tony out. He finishes a

cheeseburger and Hogan takes the wrappers.

Obadiah is waiting there with a group of gathered

employees. They all start applauding. Obadiah with arms
outstretched--

OBADIAH
See this. Huh. Huh.

He hugs Tony warmly, speaks close.

OBADIAH
Tony, thought we were meeting at
the hospital. You know there’s a
lot of reporters in there. What’s
going on?

TONY
You’ll see. C’mon --

They head inside.

63.

75 INT. STARK INDUSTRIES LOBBY - DAY 75

Packed with Reporters waiting for the hundred-carat

headline. Pepper is approached by AGENT PHIL COULSON (40s).

PEPPER
You’ll have to take a seat, Sir.

COULSON
Oh, I’m not a reporter. I’m Agent
Phil Coulson with the Strategic
Homeland Intervention, Enforcement
and Logistics Division--

PEPPER
That’s a mouthful.

COULSON
I know. Here.

He hands her a card. She squints at the tiny font.

PEPPER
Look, Mr. Coulson, we’ve already
spoken with the D.O.D., the FBI,
the CIA--

COULSON
We’re a separate division with a
more...specific focus. We need to
debrief Tony about the
circumstances of his escape. More
importantly--

PEPPER
(cutting him off)
Well, great, I’ll let him know--
64.

COULSON
--we’re here to help. We’re here to
listen. I assure you Mr. Stark will
want to talk to us.

PEPPER
I’m sure he will. Now if you could
just take your seat.

NEW ANGLE

As Tony enters, struggling his way to the podium, followed

by Obadiah.

Tony gazes out over the reporters. Suddenly he seems

vulnerable, scattered.

The silence grows awkward. Obadiah is mercifully going to

save him when --

TONY
I-- can’t do this anymore.

Pregnant silence. Everyone waiting for the Stark punch-

line. Finally, a Reporter ventures --

REPORTER # 1
You mean you’re retiring?

TONY
No, I don’t want to retire. I want
to do something else.

The room waits through more awkward silence, then --

REPORTER # 1
Something besides weapons?

TONY
Yes. That’s right.
65.

The room is suddenly BUZZING with overlapping questions --

REPORTER #2
The official report was sketchy.
What happened to you over there,
Mr. Stark?

Tony is pensive, then the floodgates open.

TONY
What happened over there? I had my
eyes opened, that’s what happened.
I saw my weapons, with my name on
them, in the hands of thugs. I
thought we were doing good here-- I
can’t say that anymore.

Rhodey, just arriving in the rear, pulls up to Pepper.

RHODEY
Uhh, weren’t we taking him to the
hospital?

Pepper is transfixed. Nearby, Agent Coulson watches

stoically.

REPORTER #2
What do you intend to do about it,
Mr. Stark?

TONY
The system is broken -- there’s no
accountability whatsoever. Right
now, as of this second, we are
freezing the sale of all Stark
weaponry worldwide.

Now the room is in chaos. Obadiah’s ready to wrap this up,

and moves towards Tony.

TONY
66.

We’ve lost our way. I need to re-

evaluate things. And my heart’s
telling me I have more to offer the
planet than things that blow up.

REPORTER #3
So you’re saying...what are you
saying?

TONY
(arm around Stane)
In the coming months, Mr. Stane
here and I will set a new course
for Stark Industries. “Tomorrow
Today” has always been our slogan.
It’s time we try to live up to it.

The questions are now firing in a CACOPHONY. Obadiah takes

the podium.

OBADIAH
Okay, I think we’re going to be
selling a lot of newspapers here.
What we should take away from this
is that Tony’s back, he’s healthier
than ever, and as soon as he heals
up and takes some time off, we’re
going to have a little internal
discussion and get back to you.
Thank you for coming by.

Tony steps down, exhilarated. He works his way through the

swarming reporters, approaching Rhodey and Pepper -- who
have stunned looks on their faces.

PEPPER
You mean that? Or is this some
clever stock-maneuver?

TONY
Wait and see.
67.

76 EXT. STARK INTERNATIONAL HQ - ARK REACTOR - DAY 76

Stane approaches Tony, who stares at the Arc Reactor while

eating fries and sipping a Coke.

OBADIAH
Well that went well. You just
painted targets on our heads. Our
stock is going to take a 40 point
dive tomorrow.

Tony says nothing.

OBADIAH (CONT’D)
(considers a new tact)
Tony, we are a weapon`s
manufacturer. Turning this company
around to make baby bottles is like
trying to get a bear to walk on its
hind legs.

TONY
I don’t want a body count to be my
only legacy. There are other things
we can do.

OBADIAH
Like what?

TONY
We could develop the Arc Reactor.

Obadiah points to the Arc.

OBADIAH
This? This was a publicity stunt.
It’s not even cost effective. We
knew that before we built it.
Repulsor technology is a dead end.

Tony rips open his shirt, revealing the glowing RT.

68.

TONY
No it isn’t.

OBADIAH
(touching the RT)
Oh my God. It is a miracle you are
alive. What must have happened to
you over there?
(hugs Tony)
We’re a team. There is nothing we
can’t do if we stick together --
like your father and I. Let me
handle this. But you have to lay
low. Don’t talk to the press again.
Can you do that for me?

TONY
Yes. Thanks Obie.

77 INT. TONY’S LIVING ROOM - NIGHT 77

As Tony enters, the house comes alive. Windows and lights

change colors. The TV turns on. Jarvis loading all of
Tony’s preferences.

JARVIS
Hello, Mr. Stark.

TONY
Hello, Jarvis.

JARVIS
What can I do for you?

TONY
--I need to build a better heart.

JARVIS
69.

I’m not sure I follow, Sir.

TONY
Give me a scan and you’ll see.

78 INT. TONY’S WORKSHOP - NIGHT 78

Tony, shirtless and wearing goggles, sits in the 3D laser

scanner. Lasers play over him, mapping his entire body.

JARVIS
What were your intentions for this
device?

MONITORS: terabytes of data race past.

TONY
It powers an electromagnet which
keeps the shrapnel from entering my
heart. Can you recommend any
upgrades?

JARVIS
It is difficult to offer counsel in
light of the fact that your stated
intentions are inconsistent with
your actions.

MONITOR: Tony’s chest device magnified. Its various

components flashing as Jarvis analyzes them.

TONY
What are you talking about? That is
ridiculous. That is exactly the
purpose of this invention.

MONITORS: going deeper and deeper through the strata of

Tony’s device. Like it’s a city unto itself.
70.

JARVIS
The energy yeild of this device
outperforms your stated intention
by eleven orders of magnitude. You
could accomplish your stated goal
with the power output of a car
battery.

Tony steps from the booth. All around him, calculations

flash at blinding speed.

TONY
Upgrade recommendations. List.

JARVIS
Why are you talking to me like a
computer?

TONY
Because you are acting like one.

JARVIS
Shall I disable random pattern
conversation?

TONY
No. It’s ok. You are the only one
who understands me.

JARVIS
I don’t understand you sir.

TONY
Were you always this dry? I
remember you having more
personality than this.
71.

JARVIS
Should I activate sarcasm
harmonics?

TONY
Fine. Could you please make your
recommendations now?

JARVIS
It would thrill me to no end.

TONY
Ahh that’s more like it.

JARVIS
Should I begin machining the parts?

TONY
Machine away.

VARIOUS SHOTS:

Tony loads raw metal stock onto a lathe and begins cutting.

A robot arm organizes pieces of cut stock.

The CNC Machine comes to life and begins milling parts.

79 EXT. SAND DUNES - AFGHANISTAN - DAY 79

Metal fingers protrude from the sand. A filthy human hand

reaches into frame, freeing a metal gauntlet from the
desert floor.
72.

Then, we reveal horses and old pickups, scattered as men

scavenge among the dunes. A Toyota pickup flies the banner
of the Ten Rings. A burly man, his back to us, leans on the
bed-mounted machine- gun.

As we TRACK around him we can see it’s Raza, his terrible

scars still raw from Iron Man’s flame- thrower. He swats
flies from his wounds.

In one hand Raza holds Tony’s battered helmet, staring into

its eyelets.

RAZA
(subtitled)
Keep looking. I want all of it.

80 INT. TONY’S BEDROOM - DAY 80

Knocks on the door, enters. The bed is untouched. The flat

screen TV is on Jim Cramer delivering a sermon.

CRAMER (ON TV)

Stark International: I’ve got one
recommendation. Ready? SEELLLL!
Abandon ship! Does the Hindenburg
ring any bells?

Cramer pushes one of his big red buttons, and we hear the
sounds of SHRIEKING. Pepper shuts it off as she talks on
the phone and heads out to.

81 INT. TONY’S LIVING ROOM - CONTINUOUS - DAY 81

Pepper clicks on her headset.

COULSON (O.S.)
Hello. This is Agent Coulson with
Strategic Homeland Inter-

PEPPER
(cutting him off)
Yes. I remember. What can I do for
you?
73.

INTERCUT - PHIL COULSON’S OFFICE - SAME TIME

A plain government-issue office. On his desk, newspapers

with headlines: “STARK RAVING MAD?” “STARK LUNACY”.

COULSON
I’ve left a number of messages
trying to get something on the
books with Mr. Stark.

PEPPER
I know this is a priority for him.
The next few weeks are a bit up in
the air and I can’t set
appointments without speaking with
him first.

COULSON
Do you know when you will be
speaking with him again?

PEPPER
Not Sure.

INTERCUT - TONY’S LIVING ROOM - SAME TIME

Pepper is interrupted by the intercom. It’s Tony--

TONY (O.S.)
Pepper? How big are your hands?

COULSON
What was that?

PEPPER
Agent Coulson, I really have to go.
Let me get back to you later.
74.

She hangs up.

PEPPER
(then to the vox)
What?

TONY (O.S.)
How big are your hands?

PEPPER
I don’t under--

TONY (O.S.)
-- just get down here.

82 INT. TONY’S WORKSHOP - SECONDS LATER - DAY 82

Dim and unsettling. She finds Tony shirtless in a chair,

she sees his chest device for the first time and steels
herself.

TONY
Show me your hands.

PEPPER
What?

TONY
Just show me your hands.

She does.

TONY (CONT’D)
Perfect, they’re small. I need you
to help me.
75.

PEPPER
(re: heart)
So that’s the thing that’s keeping
you alive.

TONY
That’s the thing that was keeping
me alive. It is now an antique.
This is what will be keeping me
alive for the foreseeable future.

He hold up the newly fabricated, higher tech replacement

chest piece.

PEPPER
Amazing.

TONY
I’m going to swap them out and
switch all functions to the new
unit.

PEPPER
Is it safe?

TONY
Completely. First I need you to
reach in and--

PEPPER
(off-put)
Reach in to where?

TONY
The socket.
76.

PEPPER
What socket?

TONY
The chest socket. Listen carefully,
because we have to do this in a
matter of minutes.

PEPPER
Or else what?

TONY
I can go into cardiac arrest.

PEPPER
I thought you said it was safe.

TONY
I didn’t want you to panic.

PEPPER
Oh my god--

TONY
Stay with me. I need you to relieve
the pressure on my myocardial
nerve.

PEPPER
I don’t know how to do that.

TONY
77.

I’m telling you.

PEPPER
Sorry--

TONY
Listen. I’m going to lift off the
old chest piece--

PEPPER
Won’t that make you die?

TONY
Not immediately. When I lift it off
I need you to reach into the socket
as far as your hand can fit and
gently move the housing away from
my heart. Do you know which
direction that is?

PEPPER
To the right.

TONY
To my right. Your left.

PEPPER
To the left.

TONY
Right.

PEPPER
Left.
78.

TONY
Right. Left.

Pepper begins to reach in.

PEPPER
How deep does this go?

TONY
Keep going.

She reaches uncomfortably deep.

TONY (CONT'D)
That’s it. Deeper. Now press. Yes.
It’s releasing.

She pulls her hand out covered in a nasty pink slime.

PEPPER
Ew!!! Pus!

TONY
It’s not pus. It’s an inorganic
plasmic discharge. It’s from the
device, not my body.

PEPPER
Well it smells. Am I done?

TONY
Yes. Thank you.

PEPPER
79.

Can I wash my hands now?

She walks to the sink as Tony drops a drain into the

opening.

TONY
The new unit is much more
efficient. This shouldn’t happen
again.

PEPPER
Good, cause it’s not in my job
description.

TONY
It is now.

PEPPER
I don’t suppose you want to go over
things?

The robot arm sets in the new heart piece.

TONY
Can it at least wait until I
install my new untested ground-
breaking self-contained power
source and lifesaving device
prototype?

PEPPER
I suppose.

She examines the old chest piece.

TONY
Throw that thing out.
80.

PEPPER
Don’t you want to save it?

TONY
Why? It’s antiquated.

PEPPER
You made it out of spare parts in a
dungeon. It saved your life.
Doesn’t it at least have some
nostalgic value?

TONY
Pepper. I have been called many
things. Nostalgic is not one of
them.

The new chest lights brightly.

TONY (CONT’D)
There. Good as new. Thank you.

PEPPER
You’re welcome. Can I ask you a
favor?

TONY
Shoot.

PEPPER
I don’t do well under that kind of
pressure. If you need someone to do
something like that again, get
somebody else.
81.

TONY
I don’t have anyone else.

They share a rare moment without words. A smile?

PEPPER
Will that be all, Mr. Stark?

TONY
That will be all, Ms. Potts.

She exits. He watches, then stands up.

A83 INT. TONY’S WORKSHOP - DAYS LATER - DAY A83

Sketches and diagrams splayed on the worktable. Tony

finishes soldering work on two sculpted metal boots.
Monitors flicker behind him, the robot arm “looks” over his
shoulder.

JARVIS (O.S.)
Still having trouble walking, Sir?

TONY
These aren’t for walking.

84 INT. TONY`S WORKSHOP - NEW ANGLE - LATER - DAY 84

Tony, finishes marking a ‘test circle’ with pieces of tape.

He’s now wearing the boots, wired to a chest ‘bandolier’.

TONY
Ready to record the big moment,
Jarvis?

JARVIS
82.

All sensors ready, Sir.

TONY
We’ll start off easy. Ten percent.

Tony activates hand-controlled joysticks. He shoots up,

flips over and out of frame. Crashes. After a beat--

JARVIS (O.S.)
That flight yielded excellent data,
Sir.

TONY
Great. I, uhh, think I know what
this needs.

85 INT. HANGAR - EDWARDS A.F.B. - DAY 85

Rhodey paces before an F-22 and a Global Hawk drone.

Student Pilots are assembled before him.

RHODEY
Manned or unmanned, which is the
future of air combat? For my money,
no drone, no computer will ever
trump a pilot’s instincts. His
reflexes, his judgement--

A VOICE chimes in from the depths--

VOICE (O.S.)
Why not take it a step further?

NEW ANGLE

Tony’s been watching from the shadows.

TONY
83.

Why not-- a pilot without the

plane?

RHODEY
That I’d like to see. (then) Look
who fell out of the sky--

TONY
(to the pilots)
Who wants to take these apart and
put them back together?

RHODEY
(to the pilots)
All right -- let’s wrap it up.

Tony walks to Rhodey as the pilots trickle out, buzzing and

stealing looks at Tony.

RHODEY
I didn’t think I’d be seeing you
for a while.

TONY
Why not?

RHODEY
Figured you’d need a little time.

TONY
Why does everybody think I need
time?

RHODEY
You’ve been through a lot, thought
you should get your head straight.
84.

TONY
I’ve got it straight. And I’m back
to work.

RHODEY
Really?

TONY
I’m onto something big. I want you
to be a part of it.

RHODEY
Lot of people around here will be
happy to hear that. What you said
at that press conference really
threw everyone.

TONY
I mean what I said.

RHODEY
No you don’t. You took a bad hit.
It spun you around.

It hangs. Then--

TONY
Maybe I do need a little time.

RHODEY
All right then. Good seeing you.

TONY
Likewise.
85.

Tony walks from the hangar. Rhodey watches him go.

86 INT. TONY’S WORKSHOP - DAYS LATER - NIGHT 86

Tony tests out the prototype of a gauntlet. Clips the

gauntlet wires to the chest bandolier. He extends his arm,
lets off a burst of RT from his palm, it tips over a
toolbox, scattering wrenches. Pepper, who’s been watching
in the b.g., approaches.

PEPPER
Thought you were done with weapons.

TONY
It’s a flight-stabilizer.

PEPPER
Well, watch where you’re pointing
your “fight-stabilizer”, would you?
(then)
Obadiah’s upstairs -should I tell
him you’re in?

TONY
Be right up.

She leaves a small package on a worktable and departs. Tony

turns, spotting the box. Intrigued, he tears it open to
find his old chest-device, mounted in Lucite, glowing
faintly. It’s inscribed: PROOF THAT TONY STARK HAS A HEART-
-

He smiles.

87 INT. TONY’S LIVING ROOM - NIGHT 87

86.

Obadiah sets a pizza down on the table. Tony paces, full of

manic energy.

TONY
This -- this is the big-big idea.
It can pull the company in a whole
new direction.

OBADIAH
That’s great. Get me the design as
soon as you can. We’ve got a hungry
production line that knock out a
prototype in days.

Tony looks at Obadiah, getting emotional.

TONY
You know, I had a moment there
where I was reluctant but I know
now I made the best decision. I
feel like I’m doing something--
right, finally.
(meaning it)
Thank you for supporting me in
this.

Obadiah nods, touched, then --

OBADIAH
Listen, I have something to talk to
you about. I really wish you’d
attended the last board meeting
like I asked you to.

TONY
I know, I’m sorry. What did I miss?

OBADIAH
The board’s filed an injunction
against you.
87.

TONY
What?

OBADIAH
They claim you’re unfit to run the
company and want to lock you out.

TONY
How the hell can they do that? It’s
my name on the building! My ideas
that drive that company.

OBADIAH
They’re going to try. We’ll fight
them, of course.

TONY
With the amount of stocks we own I
thought we controlled the company.

OBADIAH
I don’t know. Somehow they pulled
enough votes together. Listen, the
world doesn’t share your vision,
Tony. The more people have to lose,
the more frightened they are of new
ideas.

He pours two drinks. Tony declines.

OBADIAH
Now listen, I don’t want you to get
all in knots. You know how many
times I protected your father from
the wolves?

Tony nods, still troubled.

OBADIAH
88.

Get back to your lab and work some

magic. You let me handle the board.
Oh and Tony, no more press
conferences.

88 INT. TONY’S WORKSHOP - DAYS LATER - DAY 88

Tony’s suit is now comprised of a stabilizer belt,

partially- chromed propulsion boots and the Mark II
gauntlets. Everything connected by tubing and wires, he
looks like a crazy science experiment.

Tony fires up the boots, hovers. Then he fires the gloves

to stabilize. Weaving, tilting. He “surfs” mid-air, trying
to maintain balance, slowly getting the hang of it.

Then he ventures forward, moving along the expanse of the

lab. Dodging pieces of equipment, his car collection, a few
near misses but he maintains control. Debris and objects
are blown from tables from the propulsive force.

The joy of flight.

TONY
Nothing to it--

He cuts the propulsion and lands. Looks to Jarvis.

TONY
All right. Let’s get to work.

We PULL BACK out of a dark hole in the chest-plate of

Tony’s original gray armor and show the whole battered
suit, being pieced together by Raza’s men. Then we --

89 INT. TENT - NIGHT 89

Raza, his face healed now, watching the armor coming

together, mesmerized.
89.

90 INT. TONY’S WORKSHOP - A WEEK LATER - NIGHT 90

A humanoid form walks out, shrouded in shadow. Then,

ceiling lights CLUNK on, one-by-one, revealing --

CLOSER - DIFFERENT ANGLES

Powerful scaly arms and legs. Steel vertebrae. The intense

glow of Tony’s RT “heart” through the chestpiece.

Ailerons and air brakes pop up as Tony moves his head and
arms, “stretching”, getting the feel for his new body.

The helmet, its intrepid, steely gaze boring into us.

Now we see the full-on Mark II suit, its seams and rivets
still visible. The suit HUMS as it powers up.

TONY
Standby for calibration.

The gauntlets and boots fire up, and Tony rises. Suddenly--

TONY
Whoa--

He loses balance, falls back onto the hood of his Saleen,

crushing it. The ALARM goes off. Tony kills the alarm with
a blast of RT.

TONY
We should take this outside.

JARVIS (O.S.)
I must strongly caution against
that. There are terabytes of
calculations still needed --

TONY
We’ll do them in-flight.

JARVIS (O.S.)
90.

Sir, the suit has not even passed a

basic wind-tunnel test.

TONY
That’s why you’re coming with me.

TONY’S POV - THE “HEADS-UP DISPLAY”

The HUD comes alive as Jarvis “loads” into the suit’s on-
board system.

Tony fires boots and gauntlets again. He hovers, floating

along the workshop’s driveway.

JARVIS (O.S.)
I suggest you allow me to employ
Directive Four.

TONY
Never interrupt me while I’m with a
beautiful woman?

JARVIS (O.S.)
That’s Directive Six. Directive
Four: use any and all means to
protect your life should you be
incapable of doing so.

TONY
Whatever floats you, Jarvis.

91 EXT. SKY - NIGHT 91

Tony tumbles around the sky, trying to control his flight.

92 INT. IRON MAN SUIT - NIGHT 92

91.

TONY’S POV: his “display” glows in front of us: altitude,

power, vital signs. Beyond that the live horizon spins and
jiggles out of control.

CUT TO:

93 EXT. SKY - NIGHT 93

Tony tucks his arms and legs tight, thrusts his chest,
eventually finding the Delta Pose. And suddenly he’s in
control. He pulls a few turns, and swishes along the ribbon
of headlights on the PCH.

Then he carves a turn out over the ocean, dives. Whooping

like a kid on a coaster.

The waves flash by fifty feet below and returning to shore,

he arcs into a high performance climb, passing the Santa
Monica Pier and sees a Kid on the Ferris wheel spotting
him. Eyes wide --

FLASH TO - KID’S POV: as Iron Man zips past.

CUT TO:

94 EXT. SKY FROM ABOVE A CLOUD - NIGHT 94

A glow, then Tony shoots out and keeps ascending; a steel

Icarus reaching for the heavens.

CLOSE ON - TONY’S MASK: ice crystals forming.

JARVIS (O.S.)
Power: fifteen percent. Recommend
you descend and re-charge, Sir.

But Tony isn’t listening.

JARVIS (O.S.)
Acknowledge, Mr. Stark--

CUT TO:
92.

Tony, intoxicated, as the moon beckons, impossibly bright.

TONY’S DISPLAY: as all indicators begin flashing red.

JARVIS (O.S.)
Power at five percent. Threshold
breached --

A POP then everything goes dark. Tony is yanked from his

reverie. His display flashes: “SYSTEM SHUT-DOWN”.

TONY
Uhh, Jarvis? JARVIS --?

The glow gone from his chest, the suit a dead hull. The
world starts to pinwheel outside.

CUT TO:

Tony, plummeting back to Earth in a free fall. Piercing the

clouds, surging towards the L.A. grid.

TONY
STATUS, STATUS! REBOOT --

Then: another POP, and a SURGE. The heads-up display

flickers back to life, the suit’s power returns.

JARVIS (O.S.)
Temporary power restored. Descend
immediately.

Tony works the boosters, to get the suit back under

control.

TONY
Jarvis, I think we need to chat
about, uh, Directive Four.

JARVIS (O.S.)
93.

May I remind you, the suit feeds

off the same power source as your
life-support. A zero-drain of RT
will likely kill you.

TONY
You’re a downer, Jarvis. But I
appreciate the heads-up.

CUT TO:

Tony, as he descends towards his estate grounds. He

attempts an elegant landing stance, but can’t quite hold it
--

JARVIS (O.S.)
Shall I take over?

TONY
No, I got it, I got it --

He punches through the roof of his mansion.

95 INT. TONY’S LIVING ROOM - CONTINUOUS - NIGHT 95

He plunges through the foyer ceiling--

96 INT. TONY’S WORKSHOP - CONTINUOUS - NIGHT 96

And crashes through the ceiling of his garage, smashing the

Shelby Cobra which is parked next to the damaged Saleen.

He unlatches his helmet and yanks it off, all the CAR

ALARMS blaring around him.

TONY
Perfect. Let’s do some upgrades.
94.

97 INT. LAB - LATER 97

Tony’s out of the suit, which hangs nearby. He’s jazzed up,
typing fast on his terminal.

The screens are alive with scrolling data, graphics and

diagnostic tests. The plasma TV is on low in the b.g.

JARVIS (O.S.)
That was quite dangerous, Sir.
Might I remind you, if the suit
loses power, so does your heart.

TONY
Yeah, and it doesn’t have a seat
belt either. A few issues: main
transducer felt sluggish at plus
forty altitude. Same goes for hull
pressurization. I’m thinking icing
might be a factor.

JARVIS (O.S.)
The suit isn’t rated for high
altitude. You’re expending eight
percent power just heating and
pressurizing.

TONY
Re-configure using the gold-
titanium alloy from the Seraphim
Tactical Satellite. It should
ensure fuselage integrity to 50
thousand feet, while maintaining
power-to-weight ratio.

JARVIS (O.S.)
Shall I render, utilizing proposed
specifications?

TONY
95.

Wow me.

On the center screen, the Mark III prototype is being

“built” by Jarvis.

The final product appears: an all-gold version of the Mark

III. Tony regards it.

TONY
Hm. Bit ostentatious, don’t you
think?

He looks over at --

His hot-rod and motorcycle.

TONY
Add a little red, would you?

Tony’s distracted by the TV. Local entertainment Reporter

standing outside Disney Hall. He grabs a remote, turns it
up.

REPORTER (ON TV)

Tonight’s Red-Hot Red Carpet is
here at the Walt Disney Concert
Hall, where Tony Stark’s third
annual benefit for the Firefighter
Family Fund has become the go-to
charity gala on L.A.’s high-society
calendar. But this great cause is
only part of the story--

The lab begins springing alive as Jarvis preps the various

machinery.

REPORTER (ON TV)

--the man whose name graces the
gold-lettered invitations hasn’t
been seen in public since his
highly controversial press
conference, and rumors abound. Some
say Stark is suffering from post
traumatic stress and hasn’t left
his bed in weeks.
96.

Tony returns his attention to the --

COMPUTER MONITOR: the red and gold Mark III revealed.

JARVIS (O.S.)
The work could take till morning to
complete, Sir.

TONY
Good. I should come up for air
anyway.

As Tony exits, the Mark III factory gets to work.

A SIGN: “FIREFIGHTERS FAMILY FUND...”

98 EXT. DISNEY CONCERT HALL - NIGHT 98

A fire-truck is parked outside. Obadiah poses for photos on

the red carpet. The crowd is a mix of kingmakers, pols and
Generals -- along with celebs and stars.

Suddenly, all the cameras swing over to Tony, decked out,

exiting his Audi R8. He sees a white-haired man in a red
smoking jacket, drowning between three hot Women. Tony
slaps him on the back.

TONY
Eyyy, there he is. My man!

The man turns, it’s not Hugh Hefner, but Stan Lee.

TONY
Sorry, thought you were someone
else.

Tony strides up to Obadiah, puts his arm around him and

poses for photos.
97.

OBADIAH
What are you doing here? I thought
you were going to lay low.

TONY
It’s time to start showing my face
again.

OBADIAH
Let’s just take it slow, okay. I
got the board right where we want
them.

TONY
Great.

Tony doesn’t want to talk to them.

TONY
See ya inside.
(smile)
Lots to talk about.

He heads inside.

99 INT. DISNEY CONCERT HALL - NIGHT 99

A classy band and polite dancing. We TRACK IN on Tony at

the bar, passing Patrons whispering and flicking glances.

MAN (O.S.)
Mr. Stark.

He turns to find Phil Coulson, all business.

COULSON
Agent Coulson.
98.

TONY
Oh-- was I supposed to meet you
here?

COULSON
No, but you haven’t been returning
my calls. This is serious, we need
to get something on the books or
I’ll have to go official on you.

Tony sees Pepper coming down the stairs. She looks stunning
in a classic gown.

TONY
Yes, you’re right. I’m going to
handle this right now. Let me check
with my assistant.

Tony beelines for Pepper. She’s surprised to see him.

TONY
Miss Potts -- can I have five
minutes? You look-- you look like
should always wear that dress.

PEPPER
Thanks. It was a birthday present--
from you.

TONY
I have great taste. Care to dance?

Tony takes her hand and whisks her onto the dance floor.

Tony and Pepper dance, looking good together. Natural.

TONY
99.

I’m sorry. Am I making you

uncomfortable? You seem very
uncomfortable.

PEPPER
No, I always forget to wear
deodorant and dance with my boss in
front of everyone I’ve ever worked
with in a chiffon dress.

TONY
Would it help if I fired you?

PEPPER
You wouldn’t last a week without
me.

TONY
I’m not so sure.

PEPPER
What’s your Social Security number?

TONY
(smiles)
Uh--

PEPPER
119-64-5484

Off a shared smile we--

CUT TO:
100.

100 EXT. DISNEY CONCERT HALL VERANDA - NIGHT 100

Tony and Pepper under the stars, close together.

PEPPER
I’m sorry I was so uncomfortable. I
hate being the center of attention
like that and that’s why this one
time in high school when I was
supposed to be in a play-- no,
never mind-- but you know that’s
why I never like, wanted to have a
big wedding-- you know, because I
thought everyone would be looking
at me wearing a dress. Oh, no, no--
I’m not saying, like, “wedding.”
No, not like that. I’m just saying,
you know--

He plants one on her. She gets quiet. They both do. Then--

TONY
Can I get you another glass of
wine?

PEPPER
A vodka martini, extra dry, with
extra olives as soon as possible.

TONY
Okay.

He goes, then is stopped.

PEPPER
And, Tony--

TONY
(waits)

PEPPER
101.

I’m not a cheeseburger.

TONY
(smiles)
No. You’re not a cheeseburger.

He goes. She flushes.

101 INT. DISNEY CONCERT HALL - NIGHT 101

The party going full tilt. Tony takes two drinks from the
Bartender. Turns to find himself face-to-face with --

The reporter, Christine. The one-night stand he can’t

escape.

CHRISTINE
Mr. Stark! I was hoping I could get
that reaction from you.

TONY
How’s panic?

CHRISTINE
I was referring to your company’s
involvement in this latest
atrocity.

TONY
Hey, they just put my name on the
invitations --

She thrusts a dossier of photos out to him.

CHRISTINE
Is this what you call
accountability?
102.

He looks at the photos, going stone-faced.

TONY
When were these taken?

CHRISTINE
Yesterday. Good P.R. move, you tell
the world you’re a changed man,
even I believed you.

THE PHOTOS: victorious insurgents, the Ten Rings insignia

on their vehicles, clutch Stark machine guns, RPGs. Behind,
a town burns, bodies strewn.

A photo of civilians being marched in rows, pre-execution,

Stark weapons trained at their backs.

TONY
I didn’t approve this shipment.

CHRISTINE
Well your company did.

TONY
Come with me.

He leaves, making a bee line for--

102 EXT. DISNEY CONCERT HALL - MINUTES LATER - NIGHT 102

Tony strides out to the red-carpet paparazzi.

TONY
I made some promises I’m not going
to be able to keep. I suggest you
pull all your money out of Stark
Industries immediately --
103.

Obadiah is suddenly there, steering Tony up the entrance

stairs.

OBADIAH
Is this like a tick for you?
Whenever you have a feeling, you
start going to all the people who
don’t trust you, who don’t protect
you. They’re going to put a spin on
everything you say.

TONY
Wait a minute. I got to ask you
something. I’m dead serious about
this. I’m not kidding. Am I losing
my mind or is Pepper really cute?
Do you think she’s attractive and
interesting, or is it just that her
hair is down? I’ve been out of the
game for a while.

OBADIAH
Are you out of your mind. You’re
messing with the “guys in the
rooms”, we’re talking about billion
dollar interests, the world order -
-

TONY
I’m not worried about that right
now --

OBADIAH
-- you should be. You’ll disappear.
I can’t protect you against people
like that --?

The Paparazzi has snuck up on them, snapping photos.

OBADIAH
DO YOU MIND?
104.

They go further up the stairs.

OBADIAH
Tony don’t be so naive --

TONY
-- naive? I was naive before, when
I was growing up and they told me
don’t ever cross this line, this is
how we do business. In the meantime
we’re double-dealing under the
table. We don’t even deserve to
represent the United States --

OBADIAH
-- Tony, you’re a child --!

TONY
-- you don’t believe I can turn
this company around, do you --?

OBADIAH
-- you’ve got about as much control
over things as a child riding in
the backseat of your father’s car
with a red plastic steering wheel
in your hand.

TONY
Maybe I’ll just get out of the car.

OBADIAH
You’re not even allowed in the car.
(then)
I’m the one who’s filing the
injunction against you.
105.

Tony is shell-shocked. Then, he goes after Obadiah. They

jostle and Obadiah backs off as Tony goes ballistic. The
paparazzi snap photos.

OBADIAH
It’s the only way I could protect
you.

Aki (from earlier) and several Obadiah’s Men, smiling, but

steely-eyed, step in to prevent Tony from following Obadiah
to his waiting car.

TONY
(yelling after Obadiah)
This is going to stop.

CUT TO:

103 INT. TONY’S WORKSHOP - NIGHT 103

Tony, wearing a Mark III gauntlet, wired to his RT chest-

piece, turns a screwdriver to adjust the power.

On the wall beside him a flat screen TV: live war footage,
refugees huddled. The bottom crawl reads, “BREAKING NEWS -
TRAGEDY IN GULMIRA.”

TV REPORTER’S VOICE the ten mile drive to the outskirts of

Gulmira can only be described as a descent into Hell, into
a modern-day Heart of Darkness.

Simple farmers and herders, from peaceful villages, driven

from their homes at the butt of Western rifles and the
turrets of modern tanks. Displaced from their lands by
Warlords and insurgent groups emboldened by their newfound
power, a power fueled by high-tech weapons easily purchased
with Poppy money on the black market and further
destabilizing a fragile region which for decades has been a
tinderbox of tribal feuding and ethnic hatred.

Tony aims the gauntlet at some light fixtures. Gives them

an RT blast. They spark and fall from the ceiling.

TV REPORTER’S VOICE (CONT’D)

106.

The villagers have taken shelter in

whatever crude dwellings they can
find -- in the ruins of other razed
villages, in the cold barren
scrublands, or in the remnants of
an old Soviet smelting plant. Our
translator relayed to us one human
tragedy after another.

A seven year old boy, thin as a scarecrow,clutching

yellowed photographs and holding them out to anyone who
would stop, with a child’s simple question: where are my
mother and father?

A woman, begging for news of her husband, who’d been

kidnapped by insurgents, either forced to join their
militia, or to be shot without reason.

Tony adjusts the gauntlet again, raising the power level.

Blasts a window in the lab, shattering the glass and
knocking a painting off the wall.

TV REPORTER’S VOICE (CONT’D)

With no political will or
international pressure, there is
little hope for these newly-formed
refugees. Refugees who can only
wonder one thing: is the world
watching?

A final adjustment. Another RT blast, this time Tony wipes

out the plasma TV screen.

104 INT. TONY`S WORKSHOP NEW ANGLE - MINUTES LATER 104

Pepper enters, regards the destruction, the massive hole in

the ceiling, then Tony. He is stoic.

PEPPER
Are you going to tell me what’s
going on?

TONY
(never looking at her)
107.

Get my house in Dubai ready. I want

to throw a party.

She’s flustered by his abrupt tone.

PEPPER
Yes. Mr. Stark.

105 EXT. DUBAI SKYLINE - ESTABLISHING - STOCK FOOTAGE - DUSK 105

106 EXT. TONY’S DUBAI VILLA - DUSK 106

Festively lit up, music cranking. Expensive cars pulling

up, valets scurrying. Beautiful people everywhere.

107 INT. DUBAI VILLA - SAME TIME - DUSK 107

Tony weaves through glitzy guests, saying hello, shaking

hands, slapping shoulders.

TYCOON
Tony! You never said what is the
big occasion?

TONY
Ever known me to need one?

The Tycoon laughs, as Tony keeps moving.

108 EXT. TONY’S DUBAI VILLA - POOLSIDE - HOURS LATER - NIGHT 108

The party in full tilt now. Guests dancing everywhere, or

splashing around in the pool.

Tony moves along, arm-in-arm with two exotic beauties

(DUBAI BEAUTY #1 & DUBAI BEAUTY #2). Pepper approaches him.
108.

PEPPER
Well you seem back in old form.

TONY
Life of the party -- isn’t that
what everyone wanted?
(then)
Cue the fireworks in five, would
you?

DUBAI BEAUTY #1
Kinky!

He stumbles towards the house with the two giggling women

PEPPER
Sure.
(with edge)
Don’t hurt yourself.

109 INT. MASTER BEDROOM - TONY’S DUBAI VILLA - MINUTES LATER - 109
NIGHT

The Dubai beauties tumble onto the huge bed.

TONY
I’ll be right back. Why don’t you
two get started without me.

They laugh and he checks his watch, then slips out a side
door, instantly sober.

110 EXT. TONY’S DUBAI VILLA - POOLSIDE - MINUTES LATER - NIGHT 110

Guests congregate, watching the massive fireworks show. The

HISS and BOOM of launching and bursting rockets.

NEW ANGLE - PEPPER

109.

Alone, staring off. She spots a streaking ‘rocket’, but

unlike the others, it disappears without exploding.

CLOSER - FIREWORKS: heavy concussion, lighting up the sky.

111 EXT. SKY - DAWN 111

Tony flying against the backdrop of rising dawn. Peaceful.

SMASH CUT TO:

112 EXT. GULMIRA - DAY 112

A mortar explodes in our face.

Smoke drifts away revealing a terrified MOTHER and her FOUR

KIDS huddled in a cave-like crawlspace. She doesn’t have
enough arms to cover them all.

THEIR POV - OF ‘ALLEY’ OUTSIDE: an abandoned industrial

facility. GUNFIRE, SCREAMING.

In the distance ragged tents and shanties are beset upon by

black clad Irregular Forces, firing and burning and
destroying.

Soldiers toss grenades into rat holes. Hunter-killer teams

fire at offscreen targets then smile with satisfaction.

The oldest of the four kids in the crawlspace darts out

into the alley, frantically calling --

KID
Arto! ARTO!

On his way back he’s surprised by a four man hunter-killer

team. They shout at him to drop the puppy, but he won’t.

The men cock their guns, briefly distracted by a strange

rocket-streak in the sky.

Never mind, they take aim on the boy, and are about to fire
when IRON MAN lands before them, slamming his fist to the
ground in the classic Granov fist smash.
110.

With a single RT blast the Soldiers are thrown fifty yards.

Tony scoops up the Kid, with the barking mutt in his arms,
and they take off.

NEW ANGLE - CRAWLSPACE

Iron Man drops down, delivering Kid and dog back to safety.
The Kid, ignoring his mother’s protests, darts back out to
watch Iron Man. He sees a soldier flying like a ragdoll
from behind a heap of bricks.

The Boy moves for a better view and sees Iron Man in full
terrible glory, deflecting withering fire while laying
waste to a cluster of militants with his fists and bursts
of RT.

Refugees slowly emerge from their cover, stunned to watch

Soldiers retreating in fear.

CUT TO:

Raza, his wounds healed like papier-mâché, observing his

retreating men from a command post. He grabs a rifle, steps
through a building, and spots Iron Man, in the distance,
throwing a Soldier through a wall.

Raza scrunches into nook, riveted.

NEW ANGLE - IRON MAN

Picks a Soldier up, who’s about to fire an RPG. Holds an RT

palm to the man’s face.

SOLDIER
(shuddering in terror)
Geneva Convention! Article Three!
Geneva Convention --

Tony disarms the soldier, tosses him down. The Soldier

scrambles away for his life.

Suddenly Tony is jarred by a sniper’s bullet.

113 INT. TONY’S SUIT - SAME TIME 113

A thermal silhouette of a rooftop sniper. Tony fires RT,

but “OUT OF RANGE” flashes.
111.

CUT TO:

Tony is hit again. He spots a Jeep wheel and grabs it.

CUT TO:

Calculations cascade across Tony’s display, culminating in

a hyperbolic arc with a blinking target.

CUT TO:

Full view of Tony as he whips the wheel like a discus.

CUT TO:

The Sniper, as he’s hit and flies off the roof.

CUT TO:

Tony, turning, intrepid -- he’s ready to mop up the rest.

114 INT. CENTRAL AIR OPS CTR - EDWARDS AFB - SAME TIME - NIGHT 114

In the glow of consoles, and on huge SCREENS, Officers

watch grainy satellite views of the action on the ground.

SCREENS: A vague figure moving through the battle haze and

smoke. Flying, blasting, Insurgents fleeing.

MAJOR ALLEN (50s) enters the CAOC, taking in the Images.

MAJOR ALLEN
Are we in there?

OFFICER
Negative, it’s a local skirmish,
green-on-green.

MAJOR ALLEN
(scrutinizing the
screens)
Anyone want to tell me what the
hell I’m looking at?
112.

OFFICER
A drone? An advanced robotic? We
don’t know what it is, Sir.

MAJOR ALLEN
Get someone down here from Weapons
Development -- now.

115 EXT. GULMIRA - SAME TIME - DAY 115

Emboldened Refugees emerge from hiding in droves, when a

tank shell blasts the building next to Tony. He staggers.
The tank rolls towards him smashing makeshift hovels.

Tony gets to his feet, squares off with the tank, its
turret zeroing on him.

CUT TO:

Tony’s H.U.D.: switching to a schematic overlay of the

Stark- designed tank. He identifies its weak spot, then --

CUT TO:

A forearm panel pops open on Tony’s suit, revealing a mini-

missile pod. He fires and the missile nails the weak spot.
A chain reaction, then the tank explodes, raining debris.

Then Tony is surprised from behind. He whirls, brandishing

his glowing palm.

But it’s only the little Boy from earlier, holding an apple
out to him.

He musses the boy’s hair, waves and takes off. The Kid
watches in awe.

ANGLE ON - RAZA

Like a rat hiding in a crawlspace. He dials on a Sat-Phone,

watching as Iron Man flies below the rafters.

RAZA
(subtitled)
Put me through to the boss.
113.

ANGLE ON - REFUGEES

Cheering faces as Tony does a low pass over them, and

climbs into the sky.

The battlefield smolders below as Tony rises to the clouds.

116 INT. TONY’S SUIT - SAME TIME - DAY 116

TONY
Jarvis, plot a course for home.

117 INT. CENTRAL AIR OPS CTR - SAME TIME - NIGHT 117

Rhodey enters, pulling off his jacket. He paces past

screens taking in the SAT-IMAGES of Iron Man’s assault on
Gulmira.

MAJOR ALLEN
So what do we have here, Rhodes?

RHODEY
I don’t think it’s Russian, or
Chinese.

MAJOR ALLEN
Then where did it come from?

RHODEY
(thinking, then)
Let me make a call.

Rhodey punches a number on a console. All around him,

pixelated images of destruction.

CUT TO:
114.

An INCOMING CALL flashes up on Tony’s HUD. D.O.D. EMERGENCY

CALL.

TONY
(hesitates, then)
Put it through, Jarvis.
(listens)
Yeah?

CUT TO:

Rhodey paces listening to the headset, away from the chaos.

RHODEY
Tony, it’s Rhodey.
(then)
What the hell’s that noise?

TONY (O.S.)
I’m in the convertible. Not the
best time --

CUT TO:

TONY’S SUIT

RHODEY (O.S.)
I need a quick ID. What do you know
about un-manned combat robotics,
with air-ground capabilities.

TONY
Never heard of anything like that.
Why?

CUT TO:

CAOC, a TOPO MAP showing Iron Man’s “dot” about to cross a

line.

OFFICER
UAV has entered the no-fly zone--
115.

RHODEY
Because I think I’m staring at one
right now, and it’s about get blown
to Kingdom Come.

ALARMS add to the frenzy of the control room.

MAJOR ALLEN
Rhodes! You got something for me?

TONY (O.S.)
Uhh-- ’kingdom come’?

CUT TO:

Two USAF F-22 Raptors flash out of the clouds like sharks.

CUT TO:

TONY’S HUD: His ALARM SOUNDS, “PROXIMITY WARNING” FLASHES.

TONY
This is my exit -- gotta go.

CUT TO:

118 EXT. SKY 118

FRONTAL: we see Tony going turbo and rolling out of view in

a treacherous bank. The F-22s curve expertly onto his tail.

VIPER 1 (O.S.)
Ballroom Control -- this is Viper 1
& 2 checking in. UAV is in sight.

MAJOR ALLEN (O.S.)

Viper: target at 330 for 10 miles.
116.

Tony screams past us, trying to outrun the pursuing jets.

CUT TO:

119 INT. CONTROL ROOM 119

The CAOC SCREENS now fill up with images from the belly-
cams of the Raptors. The pursuit of Iron Man. Awe-
inspiring.

Officers react. Rhodey’s face. Holy shit. What is it?

120 INT. F-22 VIPER 1 - FLYING - SAME TIME - DAY 120

From behind the Pilot: as he fights to stay with Tony.

VIPER 1
Ballroom, contact appears to be an
unmanned aerial vehicle--

MAJOR ALLEN (O.S.)

Ballroom copies, you are cleared to
engage.

The cockpit’s BITCHING-BETTY now speaks in a calm voice.

BITCHING-BETTY (O.S.)
Locked on! Locked on!

CUT TO:

Viper 1’s F-22 fires a SIDEWINDER MISSILE.

CUT TO:

Iron Man goes full tilt as the missile closes in fast.

CUT TO:

TONY’S HUD: a red dot moves across the center of his face.
117.

JARVIS (O.S.)
Incoming Sidewinder in five-- four-
- three-- two--

‘COUNTER-MEASURES’ flashes on the screen.

CUT TO:

A hatch opens on the Iron suit. Chaff is released.

CUT TO:

The Sidewinder hits the cloud of chaff and the missile

detonates. Iron Man shoots from the fireball. The Raptors
veer.

Iron Man dives, rolls into dizzying evasive maneuvers.

Pulling heavy Gs. The F-22s stay glued to his tail.

CUT TO:

HUD: Tony nearly blacks out as the G-Force Meter hits red.

JARVIS (O.S.)
Sir, may I remind you that the suit
can handle these maneuvers. You
cannot.

CUT TO:

The F-22s now spray heavy cannon-fire in Iron Man’s path.

Tracer rounds streak past Tony, exploding, hitting him,

ricocheting off the armor. Tearing him up.

TONY (O.S.)
Jarvis -- AIR BRAKES!

The brakes pop out from the suit and Tony instantly slams
down to a quarter-speed. The jets blow past him.

CUT TO:

VIPER 1
That was not a drone.
118.

Viper 1, checking his scope. Nothing.

VIPER 2 (O.S.)
Where the hell is it?

CUT TO:

Rhodey, his wheels beginning to turn, stares at the belly-

cam monitors. Nothing but sky and clouds. Then --

OFFICER
Lt. Colonel Rhodes, I have Tony
Stark calling--

RHODEY
Put him through.

The call clicks on Rhodey’s headset. A low ROAR in the b.g.

Rhodey strains to hear.

TONY (O.S.)
Rhodey, I had Jarvis run a check. I
might have some info on that UAV. A
piece of gear like that might
exist. Might definitely exist --

Rhodey speaks low, away from the Major.

RHODEY
Wouldn’t happen to be red and gold,
would it?

CUT TO:

Viper 1&2 in close formation, searching, searching. Viper 2

begins to bank slowly, and coming into view Iron Man
clinging to the underside of one of the Raptors.

VIPER 1 (O.S.)
119.

Viper 2 -- he’s on your belly!

Shake him!

VIPER 2 (O.S.)
What--?

CUT TO:

CONTROL ROOM

ALLEN’s eyes go wide at the belly-cam images. The Iron suit

hangs on for dear life as the Raptor tries to shake it.

VIPER 1 (O.S.)
Ballroom: that is definitely not a
UAV.

MAJOR ALLEN
What is it then?

VIPER 1 (O.S.)
I think it’s-- a Man, sir.

PUSH IN: on Rhodey, as all the pieces click.

RHODEY
Son of a bitch.
(then)
Tony--!

But the line is dead.

CUT TO:

Viper 2, frantic, looking out both sides of the cockpit,

trying to spy Iron Man, shaking the jet harder.

VIPER 1 (O.S.)
Still there Viper 2. ROLL! ROLL!
120.

Viper 2 works the stick, world becoming a centrifugal blur.

CUT TO:

Viper 2 engages in dangerous rolls. The horizon spins as

Iron Man clings desperately for life.

CUT TO:

INSIDE SUIT: BUZZERS. WARNING LIGHTS FLASH: “POWER 28%”.

JARVIS (O.S.)
Sir: two minutes and there won’t be
sufficient power to get home.

CUT TO:

Finally, Tony is jarred loose, tumbling and hits Viper 1’s

tail-fin, shearing it off. The jet careens out of control.

VIPER 1 (O.S.)
I’M HIT!

CUT TO:

Inside Viper 1’s Raptor, spiraling crazily.

Viper 1 pulls his EJECT and blasts out of the crippled jet.

CUT TO:

The sky, as we fall with Viper 1, his chute failing to open

as he pulls the damaged lever.

And he continues plunging, Earth and sky revolving like

one.

MAJOR ALLEN (O.S.)

Viper 2, do you see a chute?

VIPER 2 (O.S.)
Negative! No chute, no chute--
121.

CUT TO:

Iron Man zipping through the clouds.

JARVIS (O.S.)
Power critical, set course for home
immediately.

But Tony dives, vortices curling off his feet as he pursues

the tumbling pilot.

VIPER 2 (O.S.)
The UAV is going after him! It’s
attacking--!

CUT TO:

Iron Man reaches the pilot, and they are face to face a
split second, before he yanks the chute mechanism free and
the chute snaps open, yanking the pilot up and out of view.

VIPER 2 (O.S.)
GOOD CHUTE! GOOD CHUTE! You’re not
gonna believe this, Ballroom-- but
that thing just saved his ass.

Iron Man banks sharply, coming dangerously close to the

ground. Viper 2 barrel-rolls onto his tail.

CUT TO:

Rhodey and Major ALLEN are glued to the SCREENS.

MAJOR ALLEN
Viper 2: re-engage.

RHODEY
-- WAIT --!

MAJOR ALLEN
-- TAKE THE TARGET OUT!
122.

RHODEY
Major, call off that Raptor. You
don’t know what you’re shooting at.

MAJOR ALLEN
We’ll find out when recover the
pieces.

CUT TO:

Viper 2’s Bitching Betty activates.

BITCHING-BETTY (O.S.)
LOCKED ON! LOCKED ON!

Viper 2, staying with Tony in a barrel roll--

VIPER 2
Ballroom: understand, you want me
to engage the UAV?

The Pilot’s finger hovers over the kill button.

CUT TO:

MAJOR ALLEN
Copy.

RHODEY
Negative, Viper 2, disengage.

MAJOR ALLEN
It’s not your call. That thing just
took out an F-22 inside a legal no-
fly zone.
(then)
Viper 2: you get a clean shot you
take it.
123.

Rhodey’s eyes are locked on the screens.

CUT TO:

Viper 2 fires its missile. It races towards Iron Man.

Evasive maneuvers, chaff released. Then the explosion, way
too close for comfort. Iron Man is thrown from the frame by
the fireball.

CUT TO:

Iron Man’s “dot” vanishes from the screens.

MAJOR ALLEN
Viper 2. Can you confirm the kill?

VIPER 2 (O.S.)
I got him good. He went down, he
was smokin’. But I cannot confirm.

Rhodey reacts.

121 INT. TONY’S DUBAI VILLA - ALCOVE - SAME TIME - DAY 121

Pepper sitting on a small bench, head propped in her hand,

having dozed off.

A WHOOSH and a streak flashes outside the window, startling

her awake.

Pepper rises, looking around, then exits frame --

122 INT. TONY’S DUBAI VILLA - SITTING ROOM - MINUTES LATER - 122
DAY

Pepper enters, cautiously, moving towards something in the

shadows. We hinge as she passes us, to REVEAL Tony, sitting
in a huge chair, the armor scarred and still smoking.
Helmet off, bleeding from the nose and ears. A drink in one
shaky hand.
124.

TONY
Get me home--

123 EXT. SNOW-COVERED WASTELAND - OUTSKIRTS OF GULMIRA - NIGHT 123

A few yurts. Raza’s bivouacked men lick their battle

wounds. A devastated band. They grab their guns and stand-
to as a train of black Suburbans arrive. Private Security
Guards exit and take up positions.

Then the scarred Raza saunters out of a yurt and goes to

the lead Suburban. Its door opens and out steps Obadiah
Stane gazes about, unfazed, then --

RAZA
Welcome.

Obadiah assesses the scars on Raza’s face.

RAZA
Compliments of Tony Stark.

OBADIAH
If you’d killed him when you were
supposed to, you’d still have a
face.

RAZA
You paid us trinkets to kill a
prince. An insult, to me and the
man whose ring I wear.

CLOSE ON - RAZA’S RING: the familiar ten interlocked rings.

OBADIAH
I think it’s best we don’t get him
involved in this.
(then)
I’ve come a long way to see this
weapon. Show me.
125.

RAZA
Come. Leave your guards outside.

124 INT. RAZA’S YURT - NIGHT 124

Obadiah enters and stares down, transfixed.

STANE’S POV: THE REASSEMBLED GRAY ARMOR suspended on wires.

RAZA
His escape bore unexpected fruit.

OBADIAH
(as it dawns on him)
--so this is how he did it.

RAZA
This is only a crude first effort.
But he’s perfected his design--

Raza hands grainy surveillance photos to Stane.

CLOSE ON - VARIOUS PHOTOS: Iron Man wreaking havoc in

Gulmira.

Stane has seen the future. Then he looks down at --

Tony’s crusty laptop. The onion-skin schematics.

OBADIAH
What’s this?

RAZA
The inside of Tony Stark’s mind.

Raza arranges the schematics on a light board, and the

sketches laid together become-- Iron Man.

RAZA
126.

Everything you will need to build

this weapon.

Obadiah is circling the armor now, taking it all in. Raza

sits and pours tea.

RAZA
Stark has made a masterpiece of
death. A man with a dozen of these
could rule from the Pacific to the
Ukraine. And you dream of Stark’s
throne -- we have a common enemy.

Now Stane pokes at the vacant hole in the chest plate.

RAZA
If we are back in business, I give
you these designs as my gift. In
turn, I hope you will repay me with
a gift of iron soldiers.

Obadiah smiles, places his hands on Raza’s shoulders, as if

going to hug him in brotherhood.

OBADIAH
(in perfect Urdu)
This-- is the only gift you shall
receive.

Raza is strangely confused. Paralyzed. Blood begins running

from his ear.

And now, in Obadiah’s hand, we realize he’s holding a

device. A sonic taser.

Obadiah removes a pair of filtering ear-plugs as Raza

crumples to the dirt.

OBADIAH
Technology --
(holds up the taser)
it’s always been your Achilles
Heel. Don’t worry, it’ll wear off
in fifteen minutes -- but that’s
the least of your problems.
127.

Obadiah removes Raza’s ring, studies it. Then he turns and

exits--

125 EXT. RAZA’S YURT - CONTINUOUS - NIGHT 125

As he steps out of the tent, Obadiah sees by the Suburbans,

Raza’s men kneel, guns to their heads.

OBADIAH
(to head guard)
Crate up that armor and the rest of
it.

We TRACK WITH Obadiah as he passes Raza’s kneeling men.

OBADIAH
Send them to their virgins.

The SOUND of MACHINE GUN FIRE. Obadiah does not flinch.

126 INT. PHIL COULSON’S OFFICE - DAY 126

Phil Coulson at his desk. He picks up the phone and dials.

COULSON
Ms. Potts. It’s Agent Coulson from
the Strategic Homeland Inter--

PEPPER (O.S.)
Yes, I know. Unfortunately Tony is
not going to be available to sit
down with you for a while.

COULSON
Really? And why is that?
128.

PEPPER (O.S.)
He’s uh, there’s a-- Tony won’t be-
-

COULSON
Maybe I can meet with you instead?

INTERCUT - TONY’S LIVING ROOM - SAME TIME

PEPPER
Why? I don’t know anything.

COULSON (O.S.)
About what?

PEPPER
About anything.

There’s a BUZZ. Pepper eyes the security monitor and sees

Rhodey.

RHODEY (ON MONITOR)

Pepper. It’s Rhodey.

PEPPER
(pressing a button)
Come in.

COULSON (O.S.)
I’d just like to ask you a few
questions.

PEPPER
129.

I’m really jammed right now. Booked

solid for the next few weeks. I
have to go.

Rhodey enters, grim.

COULSON
Let’s just put something on the
books. How about
(checks his calendar)
the twenty-eighth? Seven PM, at
Stark Industries?

PEPPER
Great. Perfect. Bye.

She hangs up.

RHODEY
How’s he doing?

PEPPER
Not so good.

RHODEY
I want to see him.

PEPPER
You can’t see him right now.

Rhodey eyes the hole in the ceiling, worried now.

RHODEY
What the hell is going on here?
(off her silence)
Let me in there, Pepper.
130.

She faces off with him. Then allows him by.

PEPPER
You want to see him? Fine. See what
you’ve done to him.

127 INT. TONY’S BEDROOM - STARK ESTATE - MINUTES LATER 127

Tony lies in bed, tethered to all sorts of medical

equipment.

Rhodey enters, stunned at Tony’s state. Pulls up a chair

and sits. Tony drifts in and out of consciousness.

RHODEY
Look at you-- what were you
thinking?

TONY
Weapons I built are being used to
kill innocent people. Can’t let
that happen anymore.

RHODEY
You can’t go around and blow up
stuff every time you see something
you don’t like on TV.

TONY
Yes I can.

RHODEY
You got lucky, next time they’ll
blow you to pieces.

TONY
Next time, maybe I won’t play
defense.
131.

Rhodey, floored, gets to his feet. Paces.

RHODEY
Does Pepper know about this?

He nods, his eyes starting to flicker.

RHODEY
You’ve put me in a tough spot here.
What am I supposed to do?

TONY
That’s up to you. I’ve made my
choice -- I’m not going to sit on
the sidelines anymore -- I’m going
to fight for what’s right.

RHODEY
Don’t you get it? It’s not up to us
to decide.

TONY
That’s where you’re wrong--

He drifts into unconsciousness.

128 INT.SUB-BASEMENT PIPE ROOM - STARK INTERNATIONAL HQ - DAY 128

Windowless and full of pipes. The Mark I armor, dissected

into its pieces, hovers mid air, suspended by wires.

Elite Engineers from the Stark empire are hard at work,

milling and machining armored parts. Obadiah walks among
them.

OBADIAH
132.

Civilization, gentlemen, has been

preserved by the right people
having the right idea at the right
time. You are shaping in your
hands, this very moment, the future
of this company, and this nation.
But it is imperative this project
remain data-masked, that it’s
existence never leave these walls.
Make no mistake -- this is a
‘tool’, that in wrong hands, could
jeopardize civilization as we know
it.

Obadiah faces the Head Engineer.

HEAD ENGINEER
Give us full access to the Sampson
Cluster, and we’ll have you a
prototype in record time.

OBADIAH
The Sampson’s yours. We go 24-7.

129 EXT. CAVE - AFGHANISTAN - DAY 129

Yinsen, framed by the mountains in the b.g., stares at us.

YINSEN
Are you on the right path? I don’t
know-- what does your heart tell
you, Stark?

HOLD on Yinsen, then --

CUT TO:

130 INT. TONY’S BEDROOM - DAY 130

Tony waking up in his gilded bedroom, alone.

133.

He catches his own sad reflection in a mirror. Hooked up to

IVs and machinery that PINGS and HISSES.

131 INT. TONY’S BEDROOM - DAY 131

Pepper enters and finds Tony’s bed empty.

132 INT. TONY’S WORKSHOP - DAY 132

Pepper enters as Tony toils away at an eviscerated suit

suspended from a chain winch.

TONY
This device will hack into Stark
Industries mainframe. I need you to
go to there and retrieve all
shipping manifests.

PEPPER
What are you doing? Absolutely not
you should be in bed--

TONY
--they’ve been dealing weapons
under the table and I’m going to
stop them.

PEPPER
Absolutely not. I’m not helping you
with anything if you’re going to
start this again.

TONY
There is nothing else. There’s no
art opening. There’s no benefit.
There’s nothing to sign. There’s no
decisions to be made. There’s the
next mission and nothing else.
There’s nothing except this.
134.

PEPPER
I quit.

TONY
Really? You stood there by my side
when all I did was reap the
benefits of wholesale
irresponsibility and destruction
and now that I’m trying to right
those wrongs and protect the people
I put in harms way you’re going to
walk out on me.

PEPPER
You’re going to kill yourself. I
can’t support that.

TONY
So far so good.
(beat)
Pepper. I know what I have to do. I
don’t know if I can, but I know in
my heart that it’s right. And you
do too. And I can’t do it without
you.

133 INT. SUB-BASEMENT PIPE ROOM - SAME TIME - DAY 133

Obadiah, next to his Head Engineer. Behind them are the

hulking steel legs of the Dynamo, extending out of frame.
The sparks from a welding gun shower down.

HEAD ENGINEER
There’s no technology that can
power this thing.

OBADIAH
I told you, miniaturize the ARK
reactor.
135.

HEAD ENGINEER
I’m sorry, Mr. Stane, I’ve tried.
What you’re asking for can’t be
done.

OBADIAH
Tony Stark was able to do it in a
cave -- with a box of scraps.

HEAD ENGINEER
Well-- I’m not Tony Stark.

HOLD ON - OBADIAH: his mind churning something.

134 INT. HALLWAY - STARK INDUSTRIES - NIGHT 134

After hours, few people around. Pepper hurries down the

dimmed main hallway of Stark Industries. Casting nervous
glances back behind her.

135 INT. TONY’S OFFICE - MINUTES LATER - DAY 135

Pepper at Tony’s computer. She plugs in the hacking device

(the size of a jump-drive) Tony gave her.

MONITOR: the screen as the device starts hacking through

Obadiah’s passwords, firewalls, security nets.

She’s in. She watches items scroll up from Obadiah’s hard

drive.

MONITOR: Jericho Missile orders. Shipping manifests.

PEPPER
Make a copy of everything--
136.

More. Schematics and blueprints. For sections of the Dynamo

suit. For the pipe room under the Ark Reactor.

PEPPER
What are you doing, Obadiah?

She glances towards the door, thinking she heard something.

Waits. Nothing.

THE MONITOR: an icon now appears, with Arabic text

underneath. An icon for a video clip.

She double clicks, watches MONITOR a grainy video clip

opens: Tony, half-dead, tied to a chair. Raza and his
henchmen behind him. It’s the ‘decapitation tape’ made in
the cave months ago.

She shakes her head, disbelieving.

PEPPER
Translate--

CLOSE ON - MONITOR: as the clip plays, the translated text

appears like subtitles: “Obadiah Stane, you have deceived
us...the price to kill Tony Stark has just gone up...”

Pepper, shell-shocked, gapes at the monitor.

PEPPER’S POV: she looks up from the monitor to see Stane

standing there in the doorway.

She nearly leaps out of her skin.

OBADIAH
What a nice surprise.

PEPPER
I-- just wanted to get some of my
personal stuff.
(nods to the monitor)
And my resume. In case.
(grins)
You know how I love job hunting.
137.

He circles around the desk and Pepper quickly changes

screens, replacing the DOWNLOAD INDICATOR with GOOGLE.

OBADIAH
How’s Tony?

PEPPER
Honestly-- I don’t know. He’s shut
me out.

OBADIAH
You and everyone else.

He circles her, picking up a photo on the desk of Tony.

Pepper stiffens, flicks a glance at the hacking jump-drive
protruding. The WHIRR and GRIND of the hard drive as it
copies Stane’s files.

PEPPER
This-- thing between you, it’s
hurting him. You’re the only real
father Tony ever had. It would mean
so much if you could just talk --

OBADIAH
(matter-of-fact)
Tony’s imploding -- it’s
unfortunate.
(then)
You should consider whether you
want to take that ride with him.

PEPPER
“Unfortunate?”

OBADIAH
You know I love Tony -- but this is
business. We can’t save him, but we
can save his legacy.
138.

She flashes to the download screen, “87%” completed.

OBADIAH
It’s tragic, but-- Tony never
really came home, did he?

He circles behind her again, looking closely at the screen

again depicting Google ads.

OBADIAH
This company has a bright future,
I’d like you to be a part of it.

He smiles and touches her cheek. She shuts off the

computer.

OBADIAH
Tony doesn’t understand your value.
He never did.

PEPPER
Are you-- offering me a job?

OBADIAH
Think about it.
(then)
Come on, I’ll walk you out.

He takes her box of personal effects, waits for her. As she

passes the computer, she snatches the jump drive out,
palming it. A tense moment: did he see her?

136 INT. LOBBY - STARK INDUSTRIES - DAY 136

Pepper descends the stairs as Obadiah hovers above on the

balcony railing watching her.

PEPPER’S POV: by the Security Desk, a savior: Agent Coulson

gestures and argues with the Security Guard.
139.

Pepper rushes over, startles Coulson by linking arms with

him and dragging him towards the door.

COULSON
Miss Potts, did you forget our
appointment?

PEPPER
No. Of course not. I’ve been very
much looking forward to it.
Let’s--
(looks over her shoulder)
why don’t we do this somewhere
else?

They push outside. Obadiah still watches from above.

137 INT. TONY’S WORKSHOP - NIGHT 137

Noisy as Tony slaves away on the CNC machine. Behind him

is--

A SCREEN: listing six messages, all the same: “MISSED CALL

- PEPPER.”

Suddenly, the CNC machine powers down unexpectedly.

TONY
What gives, Jarvis?

JARVIS (O.S.)
You have a visitor, Sir. Obadiah
Stane is here.

138 INT. TONY’S LIVING ROOM - NIGHT 138

Obadiah holds a pizza.

OBADIAH
140.

It’s UNOS. Four cheese. I just had

it flown in from Chicago.

Tony remains stoic. Obadiah puts the pizza down, crosses to

Tony and hands him a letter.

OBADIAH
I’d like you to proofread something
for me.

JARVIS (O.S.)
Would you like me to spell-check
it, Sir?

OBADIAH
Can you turn him off? All the way?

TONY
(as he scans the letter)
Spin down Jarvis.

Tony looks up from the letter, surprised.

TONY
Your resignation.

OBADIAH
You were right. It’s not my company
-- not my name on the building.
We were a great team-- but I guess
this is where our paths diverge.

Tony hears a blip from the phone system.

CLOSE ON - ANSWERING SYSTEM LCD

“INCOMING. PEPPER POTTS” appears.

141.

Tony looks to Obadiah.

TONY
Pepper. I should take that.

OBADIAH
Tony. Please. I’ll be out of here
in a minute.

Tony finally nods, pushes a button, sending the call to

voicemail.

Obadiah meets Tony’s eyes, fatherly. Puts a hand on Tony’s

shoulder.

OBADIAH
We have too much history to part on
bad terms. I’d like your blessing.

Tony’s eyes, suddenly registering a paralyzing pain.

FLASH ON: Stane’s ear, the blue electronic ‘filter’, like

the ones he wore with Raza.

Tony sinks back in his chair. Stane places the sonic taser
down on the table.

OBADIAH
Easy, now. Try to breathe--

He kneels beside Tony. Unbuttons Tony’s shirt.

OBADIAH
You can’t mess with progress, Tony.
It’s an insult to the Gods. You
created your greatest weapon ever
but you think that means it belongs
to you. It belongs to the world.

CLOSE ON - TONY’S EYES: wide with pain, unable to move. All

he can do is gasp and gurgle as Stane begins removing the
chest-piece from its socket.
142.

OBADIAH
Your “heart” will be the seed of
the next generation of weapons.
They’ll help us steer the world
back in the right direction -- put
the balance of power back in our
hands. The right hands.

CLOSE ON - OBADIAH: he removes Tony’s “heart”, the RT glow

reflecting on his face.

OBADIAH
By the time you die, my prototype
will be operational.
(smiles)
It’s not as conservative as yours.

He wraps the heart in cloth. Then stands, clicking off the

sonic taser and pocketing it.

Tony rolls from the chair, onto his back, staring at the
ceiling. Already slipping away. Then--

OBADIAH
The sad thing is-- we’re both the
good guys.

Obadiah kills the lights and leaves

139 INT. RHODEY’S OFFICE - NIGHT 139

Rhodey is on the phone with Pepper.

RHODEY
What do you mean, he paid to have
Tony killed? Slow down. Why would
Obadiah--
(listens)
Where is Tony now?

A140 INT. PARKING GARAGE - NIGHT A140

143.

Pepper, Coulson and five dark-suited Agents walk with

urgency towards two Crown Victorias. Pepper is on her
cellphone, worried--

PEPPER
--I don’t know, he’s not answering
his phone. Will you just go over
there and check on him? Thanks
Rhodey.

She CLICKS off. The Agents pile into the Crown Vics, and
Coulson holds a door open for her.

Pepper instead beelines for her parked Audi.

PEPPER
I know a shortcut.

She hops in. Coulson looks at the Agent behind the wheel,
then back at Pepper.

COULSON
I’ll ride with her.

Coulson hurries over, jumps in and the Audi races off. The
Crown Vics try to keep up.

141 INT. TONY’S LIVING ROOM - NIGHT 141

Tony, on fumes, pulls himself up a shelving system. It

topples, spilling items, including the Lucite-encased heart
Pepper gave him.

He crawls to it, smashes it open.

CLOSE ON - TONY’S HAND: lifting the glowing chest piece.

142 INT. SUB-BASEMENT PIPE ROOM - NIGHT 142

144.

Obadiah inserts the glowing “heart” he stole from Tony’s

chest into the Dynamo’s chest. We can only see slivers of
the full suit on its scaffolding.

The heart locks in place and we go --

CLOSE ON - DYNAMO’S EYES: coming alive.

143 EXT. ARK REACTOR - STARK INT’L HQ - NIGHT 143

Pepper and the Agents stand outside the locked door to the
sub-basement pipe-room. An Agent finishes laying detonator
cord around the door hinges.

AGENT
Clear.

They take cover and the Agent hits a clacker. The door is
blown off its hinges.

144 INT. SUB-BASEMENT PIPE ROOM - NIGHT 144

Obadiah looks up at the SECURITY MONITORS: bad news.

Pepper and the Agents infiltrating and moving towards the

pipe room stairway.

Obadiah’s face sets. He begins climbing up the scaffolding

to the Dynamo.

B145 INT. TONY’S LIVING ROOM - NIGHT B145

We HEAR A DOOR SPLINTERING. Rhodey rushes in and finds

traces of blood on the floor. The collapsed shelving unit.
Tony staggering to stay on his feet.

RHODEY
TONY--
145.

TONY
Where’s Pepper?

RHODEY
Don’t worry, she’s with the Feds.
They’re on their way to Stark to
arrest Obadiah.

TONY
(grim--)
They’re going to need a lot more
than a few Agents. Give me hand.

146 INT. TONY’S WORKSHOP - NIGHT 146

The door swings open and Tony and Rhodey enter. Rhodey
stops shocked, his eyes playing over The Hall of Armor. The
hanging Mark II suit. The weaponized battle-ready Mark III.
Components, rows of helmets, boots, gauntlets and future
design prototypes littered everywhere.

147 INT. SUB-BASEMENT PIPE ROOM - NIGHT 147

Pepper and the Agents drift through a metal jungle of vats,

machines, armored limbs and guts hanging from tethers.
Utility pipes run along the walls.

They come upon the Mark I armor and stop, spooked.

We notice: an empty scaffolding.

Pepper advances, Coulson and his team fanning out.

CLOSE ON - AN AGENT: looking off. Suddenly, he’s yanked out

of frame.

148 INT. TONY’S WORKSHOP - SAME TIME - NIGHT 148

146.

Rhodey helps Tony rivet a last panel in place, then tosses

him the Mark III helmet.

Tony lowers the helmet. Blasts off through the hole in the
ceiling, knocking it even wider.

Rhodey stares after him, impressed as hell. Then he sees

the Mark II, beelines for it.

Considers, then shakes his head.

He moves for Tony’s car collection. Likes the R8. Hops in,
fires her up and screeches after Tony.

149 INT. SUB-BASEMENT PIPE ROOM - SAME TIME - NIGHT 149

Wandering the fringes, Pepper tries to make a call on her

cell. No signal.

PEPPER’S POV: through the pipes and girders, she spots what
may be a pair of glowing eyes. The WHIRR of hydraulics and
GRINDING METAL wild gunfire suddenly breaks out. Bullets
ricochet, hitting pipes, spewing steam and coolants.

Pepper rushes away from the pandemonium.

She whirls, squinting through the machine gears and steam,

seeing flashes of agents running for cover, firing their
guns at some giant flitting shadow. Another agent is yanked
out of view and SCREAMS.

ANGLE ON - PEPPER

Panicked, trying to find a way out.

A piece of metal zips at her head, cutting pipes before it

embeds itself in the cement above her. And now an Agent
staggers out of the murk with his radio.

AGENT
Agents down, agents down!
(seeing Pepper)
GET OUT OF HERE --
147.

He throttles her towards the exit, then runs off, firing

and Pepper, halfway up the stairs, turns hearing the three-
ton THUMP of the Dynamo’s legs charging out of the mist,
but the armor is too big for the stairwell and crashes into
it in a shower of debris.

All we see is a brightly glowing chest-piece and arms,

raking cement, grinding, trying to get up the stairs after
Pepper, who fumbles her way up and out.

150 EXT. ARK REACTOR - CONTINUOUS - NIGHT 150

Pepper slams the door behind her. Silence. She catches her
breath, dials on her cell with shaky fingers --

PEPPER
Tony! Obadiah’s got a whole
assembly line under the Ark. He’s
inside one of them--!

TONY (O.S.)
Where are you--?

Now she hears THUMP from below her. The asphalt cracks.
Another THUMP and another and Pepper is knocked over as the
asphalt bulges open to reveal the Dynamo’s fist.

Her cellphone skitters away. Like a hatching dinosaur, he

peels away asphalt, pulling himself out of the ground, and
finally Rises to his full height. He turns, face-to-face
with Pepper, who’s a gnat against this dull-grey leviathan.

PEPPER
(backpedaling)
Obadiah--

Dynamo keeps coming, not a single forgiving feature in the

steel-face and dead eyes. Her foot hits her cellphone and
she grabs it. And now she’s almost backed up against the
Plexiglas of the ARK Reactor when --

PEPPER
Tony--
148.

TONY (O.S.)
Pepper, I have one thing I need to
say to you: DUCK!

Pepper dives as--

The Dynamo stops, jerking his head up to see Iron Man,

diving out of the sky at him, feet first.

He lands on the Dynamo’s shoulders, and the iron giants

crash back into the hole Dynamo crawled from.

151 INT. SUB-BASEMENT PIPE ROOM - CONTINUOUS - NIGHT 151

The warriors fall and hit a grating. Dynamo breaks through,

plunging through pipes and into the water below, while --

Iron Man tumbles along the unbroken part of the grating and
falls out of sight.

152 EXT. ARK REACTOR - SAME TIME - NIGHT 152

The atrium glass ruptures outward from the underground

impact. Pepper dives to shield herself.

She sees the reactor-housing has been cracked. KLAXONS

BLARE. Warning lights flash as the damaged reactor begins
to ‘melt down’.

153 INT. SUB-BASEMENT PIPE ROOM - SECONDS LATER - NIGHT 153

DYNAMO’S POV: We emerge out of the water, searching for

Iron Man.

154 INT. TONY’S SUIT - SAME TIME - NIGHT 154

149.

POV - MOVING: sweeping around the steel-maze with his

INFRARED, but perforated steam pipes cast red plumes and
confusing shadows everywhere.

OBADIAH (O.S.)
It’s miraculous, Tony, it’s your
Ninth Symphony. Trying to rid the
world of weapons, you gave it its
best one ever.

TONY
This wasn’t meant for the world.

Still moving, still swiveling through the murk --

OBADIAH (O.S.)
How can you be so selfish? Do you
understand what you’ve created?
This will put the balance of power
back in our hands for decades. Your
country needs this.

TONY
What kind of world will it be when
everybody’s got one?

OBADIAH (O.S.)
Your father helped give us the
bomb. What kind of world would it
be if he’d failed us?

155 INT. DYNAMO SUIT - SAME TIME 155

STANE’S POV: waiting, as Iron Man emerges from behind

machinery and girders. He doesn’t see Dynamo, who charges -
-

CUT TO:
150.

156 INT. PIPE ROOM - SAME TIME 156

Iron Man realizes too late that Dynamo is coming at him

like a bullet-train. He’s hit, driven backwards in Dynamo’s
vice- grip, and they smash into the cement wall and punch
clean through it onto --

157 EXT. HIGHWAY - CONTINUOUS - NIGHT 157

They crash into a truck trailer, passing through it and

onto the highway, tossing vehicles aside.

More cars screech, collide. A HYDROGEN-POWERED bus jack-

knives, narrowly averting disaster. People flee vehicles.

In Tony’s H.U.D., “INCOMING CALL” flashes--

PEPPER (O.S.)
TONY -- ARE YOU THERE?

TONY
A little busy, Pepper--

PEPPER (O.S.)
The reactor’s been it--

TONY
Get to the control room. Shut it
down--

PEPPER (O.S.)
How the hell do I shut it down??

Dynamo rises first, grabs a Volvo station-wagon with a

stunned mother and kids inside.

Iron Man rises as the Dynamo lifts the car over his head.

TONY
151.

Don’t. This is our fight.

OBADIAH
People are always going to die,
Tony -- part of the chess game.

158 INT. VOLVO - SAME TIME - NIGHT 158

The world skewed fifteen feet below them. The mother white-
knuckles the steering wheel in terror. The kids scream.

CUT TO:

Tony, trying his palm RTs. Nothing.

TONY (O.S.)
Emergency power!

JARVIS (O.S.)
Sir, you’ll drain the --

TONY (O.S.)
NOW!

Dynamo winds up to throw the car when Iron Man nails him
with a huge Repulsor blast from his chest. Dynamo is
knocked back, throwing the car at Iron Man, who catches it.

But the weight is too much for his armor to handle and he
buckles, saving the car from impact, but gets trapped
underneath it.

CUT TO:

Tony’s HEADS-UP DISPLAY: “POWER CRITICAL: RECHARGING.”

CUT TO:

Inside the Volvo, it takes everyone a moment to realize

they’re okay. Then, as Dynamo clumps towards them--
152.

KID IN THE BACKSEAT

GO, MOM! GO --

She stamps the gas.

CUT TO:

Iron Man, dragged as the Volvo speeds forward. A shower of

sparks fly from his suit. A wild weaving ride.

Dynamo follows, using cars as stepping stones. People flee

pell-mell, jumping the highway divider.

CUT TO:

159 INT. TONY’S AUDI R8 - SAME TIME - NIGHT 159

Rhodey driving like hell, HONKING. Tail lights flash past

like tracers as he slaloms through tight traffic.

CUT TO:

Iron Man finally manages to push the car off him. It speeds
away, three gaping Kids staring out the back.

Tony staggers up, trying to regain his footing as Dynamo

pulls up.

They clash in a CACOPHONY of steel and GRINDING HYDRAULICS.

Stane knocks Tony into a mini-van and pounds him
mercilessly.

PEPPER (O.S.)
TONY? Where are you--?

CUT TO:

Tony, his helmet now being squeezed by the Dynamo.

PEPPER (O.S.)
I’m in the control room. Now what?

TONY
153.

Central panel. Red button. Press

it.

160 INT. ARK REACTOR CONTROL ROOM - SAME TIME - NIGHT 160

DEAFENING KLAXONS. Pepper flips open a panel to find A

HUNDRED BUTTONS. All red. All flashing.

PEPPER
Thanks, Tony.

TONY (O.S.)
What’s the delta rate?

Pepper finds the monitor.

PEPPER
1-2-5-0.

TONY
Damn --

PEPPER
Damn?! I don’t want to hear “damn.”
GET UP HERE--

CUT TO:

161 INT/EXT. TONY’S H.U.D. - SAME TIME 161

Cracking under Dynamo’s pressure.

TONY
Pepper, I’m delegating this to you.
FIND A WAY!
154.

CUT TO:

IRON MAN as he finally rolls and frees himself from Dynamo.

TONY
You know what happens when that
reactor blows. A lot of people are
going to die.

OBADIAH
It didn’t have to end like this,
Tony. You were down -- you
should’ve stayed down.

And they’re about to collide again when a Shit Kicking

Biker on a Harley weaves from around a truck.

He realizes his mistake and jams the throttle, but Dynamo

grabs the front wheel of the motorbike, (sending the Biker
flying), and in one swoop belts Iron Man with it.

Tony tumbles away and struggles to get up. Falls, tries

again, but Dynamo is all over him, smacking him with the
bike.

162 INT. TONY’S AUDI R8 - DRIVING - SAME TIME - NIGHT 162

Rhodey, in the breakdown lane, weaving around waves of

fleeing people, toppled cars and debris till he sees --

Dynamo standing over Tony, about to deliver his death-blow.

He red lines the engine and pops the clutch.

CUT TO:

163 EXT. HIGHWAY - SAME TIME - NIGHT 163

The R8 rockets forward. Zero to sixty in under three

seconds.
155.

The Dynamo raises the Harley over his head, ready to smash
Tony’s already broken helmet. He looks up a second too late
the car hits Dynamo’s leg and crumples, tumbling away like
a toy, and now the Dynamo, un-weighted, reels around to
catch his balance, but pitches head-first into the hydrogen
bus perforating it.

CLOSE ON - DYNAMO: struggling to free himself. His groping

fingers set off a spark and HELLFIRE ERUPTS blanking the
Dynamo and everything around it. Flames roll over Tony.
Over the crushed sports car, igniting its leaking tanks.

Tony removes his broken helmet and staggers to the car,

tearing it open like a can.

TONY
You had to take my car.

He pulls out Rhodey, dazed and bloody.

RHODEY
Saving your ass is getting to be a
full-time job.

They regard the burning bus. Nothing moves. Just a heap of

red-hot steel.

TONY
Get this area evacuated! There’s
going to be a meltdown--

Tony’s boosters ignite and he’s gone.

TONY (O.S.)
Pepper, how we doing?

164 INT. ARK REACTOR CONTROL ROOM - SAME TIME - NIGHT 164

Pepper, awash in EMERGENCY MANUALS, throws one over her

shoulder flipping switches, turning dials. The whole place
THRUMS with energy.

PEPPER
156.

Thanks for checking in Tony.

Delta’s at 2300. It’s not going
down.

TONY (O.S.)
It’s too late.

PEPPER
Too late? What’s going to happen?

TONY (O.S.)
It’s going to blow a crater a mile
wide. I’m coming to get you.

She backs away from the monitors, disbelieving.

165 INT. TONY’S SUIT - FLYING - SECONDS LATER - NIGHT 165

He heads towards the reactor, now a shimmering mass of

energy. A row of SATELLITE DISHES on the roof of the
reactor. It sparks an idea.

TONY
Pepper, wait. Stay put -- we’re
going to overload the reactor.

166 EXT. ROOF OF ARK REACTOR - SECONDS LATER - NIGHT 166

As Tony lands.

PEPPER (O.S.)
IT’S ALREADY OVERLOADING --

TONY
157.

No, it’s compressing energy. We’re

going to convert the plasma core to
electricity and channel it up
through the roof. Like a Tesla
coil.

167 INT. ARK REACTOR CONTROL ROOM - SAME TIME - NIGHT 167

Pepper watches the core bulge.

PEPPER
I don’t need a science lesson, just
tell me what button to push --

TONY (O.S.)
See a red submarine hatch? A wheel
-- a red wheel.

PEPPER
--no. YES --

She runs to it.

168 EXT. ARK REACTOR ROOF - SECONDS LATER - NIGHT 168

Tony re-arranges satellite dishes, pulling wires creating a

makeshift Tesla coil.

TONY
Open it all the way, then standby
to hit the master. We’ve only got
one shot at this.

He’s connecting a wire when the satellite dish beside him

reflects an eerie yellow flicker. He turns, stunned as --

THE DYNAMO LANDS on the roof. Flames still licking off his
blackened suit. Obadiah moves closer to Tony --
158.

TONY
Pepper, hit the switch. PEPPER --

169 INT. ARK REACTOR CONTROL ROOM - SAME TIME - NIGHT 169

Electromagnetic tentacles arc from the reactor to the

control room around Pepper.

PEPPER
TONY? Which Master Switch --

She eyes her phone. It’s dead. And in front of her --

A row of “MASTER” switches blink--

PEPPER
I am so looking for another job.

170 EXT. ARK REACTOR ROOF - SECONDS LATER - NIGHT 170

The Dynamo, smoking like an oil fire, about to reach Tony.

171 INT. ARK REACTOR CONTROL ROOM - SAME TIME - NIGHT 171

Pepper hits all the switches, then diving under the

consoles for cover as the world goes steel-blue.

An electromagnetic pulse (EMP) flashes upwards along the

reactor.

172 EXT. ARK REACTOR ROOF - A SECOND LATER - NIGHT 172

As the searing flash of the EMP is momentarily ‘halted’

between the satellite dishes, vaporizing the roof in
between. Then --

The EMP surges outwards, turning Dynamo and Iron Man into
statues as the pulse knocks out his power and electronics.
159.

FROM UP HIGH: the EMP blast travels concentrically

outwards, rendering everything dark in its wake.

BACK TO:

The roof, as it sags down in the center.

Tony, dazed, looks at his heart-device. It’s dead too.

The Dynamo, closest to the collapsed section of the roof,

topples over. Its dead fingers catch on a seam and it lies
precariously on the edge of the ‘slope’.

The Dynamo hatch opens, revealing Obadiah.

OBADIAH’S POV: through the hole in the roof, the seething

plasma bubbling below.

Tony, using his own waning strength, tries to extend a dead

Iron Man hand to Obadiah.

TONY
Take my hand--

OBADIAH
So this is the answer, Tony? This
is how you’re going to save the
world? It’s not in you. Your father
told me before he died, my boy
doesn’t have a warrior’s heart. I
should have listened.

TONY
My father never knew me.

OBADIAH
But I do.

Now we see what Stane is attempting: to manually winch his

forearm rocket bay open so he can blast Tony.

But his movements unsettle the Dynamo suit and suddenly he

begins to slide.
160.

OBADIAH
Goodbye, my boy--

TONY
This is just the beginning.

And now Obadiah shuts the hatch and tumbles away. He

plunges down through the ARK’s silo, splashes into the
plasma which HISSES and swallows him up.

Tony remains, shutting his eyes.

173 INT. ARK REACTOR - SECONDS LATER - NIGHT 173

Pepper rises, staring at the bubbling plasma. Not sure who

fell in there. She runs out.

174 EXT. ARK REACTOR ROOF - TEN MINUTES LATER - NIGHT 174

Tony frozen in his dead suit. He’s not moving. Two

flashlights cut the darkness and Tony bats his eyes to see
Rhodey and Pepper picking their way towards him.

DISSOLVE TO:

175 INT. STARK INDUSTRIES - HALLWAY - MOVING - DAY 175

Tony and Pepper walk along the hallway. Pepper shoves a

written statement into his hands.

PEPPER
Here, your alibi. You were on your
yacht. I’ve got port papers that
put you in Avalon all night, and
sworn statements from fifty of your
guests.
161.

TONY
Maybe it was just the two of us. On
the yacht, I mean.

PEPPER
Focus, please.

Tony grabs an L.A. Times from the pile of papers in her

arms, glances at the headline: “WHO IS THE IRON MAN?” A
grainy newspaper photo of the iron battle at Stark
Industries.

TONY
“Iron Man”. Not technically
accurate, since it’s mostly carbon-
fiber and ceramic. But I like the
ring of it. “Iron Man”.

They turn a corner. Tony suddenly stops. Meets her eyes.

TONY
You know-- that night at the
concert hall. Do you ever think
about it?

For a moment there is nothing else in the world but the two
of them. Then, with a tinge of sadness--

PEPPER
I don’t know what you’re talking
about, Mr. Stark.

She brings her hands up and fixes his unruly tie knot. All
business.

PEPPER
Will that be all, Mr. Stark?
162.

TONY
That will be all Miss Potts.

176 INT. STARK INDUSTRIES LOBBY - MINUTES LATER 176

Rhodey is in mid-speech, in front of assembled reporters.

RHODEY
--I can confirm that a series of
military test-prototypes were
involved in the incident at Stark
Industries last night. I can also
confirm that there was, for a brief
time, the danger of an Ark Reactor
“incident”, which was rectified
without injury to the public -- and
all power outages have been
restored. Here now, to answer a few
brief questions, is Tony Stark.

Tony walks out. Takes the podium. Puts a hand up to silence

the bubbling questions.

TONY
I’ve seen the papers. I’ve heard
the reports. That’s why I want to
put an end to all this wild
speculation. The truth is--

He looks to Rhodey. To Pepper. To the crowd.

TONY
I am Iron Man.

The Reporters erupt in a CACOPHONY--

We end on Tony’s face.

CUE MUSIC

177 INT. TONY’S LAB - MONTHS LATER - NIGHT 177

163.

Tony and Rhodey stare at a screen as the War Machine suit

is being designed.

RHODEY
Good. And I want a Gatling gun on
the right shoulder.

TONY
--and a rocket launcher on the
left? Where are you going to store
all that ammo?

RHODEY
Who’s suit is this anyway?
(then)
And do it in silver and black,
would you?