It’s a sweltering day in June last year. Inside the rusting hulk of an abandoned train depot on the edge of downtown, The Avengers has turned the empty space into a New York City battlescape.

Flames and smoke rise from heaps of rubble along a strip made to look like a Manhattan street. Smashed cars are wheeled around on forklifts, and guys in alien motion-capture suits strut in to rehearse an attack on Captain America. Scarlett Johansson has just finished a scene where wires swing her through the air, and Mark Ruffalo is in a far corner looking at digital effects for an upcoming scene with him as The Hulk.

Sitting alone in a folding chair amid the chaos is writer-director Joss Whedon, whose mind probably looks a lot like the scene around him: overheated, frenzied, and full of weird characters.

Here’s what it was like to be present at creation on The Avengers set, when Whedon let EW poke around that brain of his…

ENTERTAINMENT WEEKLY: Basic question in the midst of filming: How’s it going?
JOSS WHEDON: I’m pretty into it. I don’t know, I don’t want to jinx myself but it seems to be coming together. Every day I make some boneheaded mistake, either in the process or in what I shoot, and I go, ‘Really? Wow. So no learning curve, huh?’ But in spite of that, it’s kind of infectious. Everybody is very excited. The actors are really working for each other. In fact, it’s not actually how the movie is supposed to work. They’re not supposed to get along.

Ruffalo said they get along better than the actual Avengers.
[Laughs] I was like, well, if they hate each other, I guess we can use that. But they don’t. The only problem I have is sometimes I need to shut them up so we can make movies and stop chatting. That’s really been my biggest problem.

Better than drama off camera?
Oh, I’m just fine without drama off camera. I really only have drama trying to figure out everybody’s schedule.

Is there anything about making The Avengers that you didn’t expect before you started?
What surprised me most is it’s more like making an Internet musical than anything. [Laughs] You’re constantly going, ‘Okay, this is what I’ve got. I have a horse. I have Albuquerque.’ It really is this weird, seat-of-your-pants thing. There’s a lot of prepping while writing — and I’m still writing. [Laughs] It means that there is a weird element of, they handed me one of the biggest movies of all time, and I’m making it up as I go.

You’re talking punch up, right? I assume most of the story must be mapped out.
Obviously there’s a huge amount of prep, and there’s a huge amount of pre-visualization and all that sort of stuff, but the day is the day. What happens during it is still very fluid, and it has to be, because otherwise it gets ossified. What you’re trying to do all the time is up the stakes, emotionally and physically. I wrote an enormous climax — an unfilmable climax — and just proceeded to keep filming it instead of not. So I’m constantly going, ‘Oh, these don’t connect enough, here’s where we need to be a little bloodier, a little dirtier. Here’s where we need to be a little grander.’ It’s all happening all the time.

Is it better to have uncertainty on the day?
Well, I’m not a big fan of uncertainty — it does give me a stomach ache. So I’m going to go with ‘fluidity’ over ‘uncertainty.’ But yes, you do need that sort of X factor. That sort of ‘I don’t know exactly what [the actor’s] going to bring, I don’t know if the comedy is going to play harder here, or the drama, or the fear, or what the mix is going to be.’ Occasionally you have to think of things beforehand — like props. But you’re living in that moment. You have to think about the big picture all the time and also get tiny tunnel vision and think this scene is the only scene. Not that they’re all climaxes, but they all have to have their own flow and beauty and reason for being — or else there won’t be later on.

Now that you’re directing, is there anything you wish you could go back in time to say to Joss the writer?
Write faster. Oh, I lost so much time to problems that didn’t matter. But coming at a script like this is very difficult. After I did Serenity, it was all these characters that had already been established, and we were trying to make it for people who hadn’t seen any of that, and I’m just like, ‘NEVER doing that again. That was so hard.’ Then I started writing this and I was like, ‘How stupid am I? How did I not know this was the same movie?’

What was your writing process like?
Getting the script into shape took a year, just structurally. I’m still finessing, now that the structure is tight. I’m in there finessing the character stuff. We were shooting nights recently, up on the mountaintop for a big fight, so we’d shoot until dawn, around 5:15. We’d been doing it all week, and then Thursday night I got driven home at 5:15 and I was like, ‘Just drop me off at Starbucks. I’ve got some more in me.’ I spent like two hours finishing a scene for next week. Because if that’s when you have the energy, then go with it, because guess what — you’re not going to have it later. That’s sort of exciting — and kind of appalling — having to be writing when I’m shooting. I have it less now, but that’s like, dumb person 101.

What was it about that scene that made you feel it needed to be reworked?
Just wasn’t quite good enough. It really took me so long to dial in the structure, that then I had to check and recheck the flow. Then you want to go over things with the actors and get their notes. Robert [Downey Jr.] in particular — he likes to work with scenes. It’s not like, ‘That joke should be mine,’ or, ‘How can I be taller in this scene?’ He thinks about the movie holistically, like, ‘I want to protect Cap in this scene, I want to give him more teeth.’ He’s thinking about the whole movie.

Did it take some time for you to get used to each other?
He and I, it took a little time to sort of come together, because my process is: I write it, you say it. But he’s elevated the movie enormously, and we’ve had the best time. On set, if he’s like, ‘This is fun, this is great, I’m a little bit unsure about this ending’ while he’s busy doing a take, I’m writing four new versions of it. Pick one! He’s like, ‘Great! Let’s try this one.’ And we shoot that. We’re shooting fast enough and we have such a rapport, and such a trust with all the players, that we have the time to do that.

What effect do those last-minute changes have on the overall feeling of the movie?
It’s this really galvanizing sort of improv charge. Not that there’s improv going on, but what there is is the energy that makes everything feels like it’s new, that it’s being discovered, instead of ‘I write it, you say it,’ which can get a little stale.

What else do you wish you knew when you started?
I would tell myself a lot of things. The biggest thing I would tell myself is when they tell you they’re going to film in L.A., they’re lying. There is only one part of this job that I don’t like, and it’s being away from my family. That rubs me raw. It’s very, very difficult for me. Everything else? Pretty dreamy. Even my own incompetence has led to greatness.

So no free time to head back to Los Angeles for a couple days?
There is no free time for me. Without my family, even just to see my kids for a half hour in the morning or when I get home… I don’t want to live like that. I don’t want to not be in their lives, and I can’t have them not around me. So that’s my biggest whine. I enjoy what little I’ve gotten to see of Albuquerque, when it’s not on fire.

Speaking of cultivating a sense of family, does that happen with the crew since you’re all away from home?
A lot of it has to do with who you surround yourself with. Particularly the [cinematographer], because so much of the crew comes from him. I met Seamus [McGarvey], and I fell in man-love with him. I loved his work, I thought Atonement was staggering. He’s not the first thing you think of when you think of these [comic book] movies, but his gentleness and talent were a one-two punch. Marvel was pitching me another guy like, ‘He just did this big…’ I won’t say the name, but it was a soulless, cheesy action movie. ‘And he’s supposed to be kind of mean.’ I’m like, okay, you just lost me twice. I want the guy that doesn’t do this kind of movie so it doesn’t feel like ‘this kind of movie.’ This kind of movie isn’t ‘this kind of movie.’ It is in the ways that it needs to be, but as much as possible we want it to feel unique.

And given the pressures, you want someone you can work with easily.
The other half of it is, Seamus is the greatest guy, and he runs a great crew as well. I can be very, very crabby, especially when I’m not around my family. Also, when somebody interferes with something I’m trying to create. I’m not uni-polar, let’s put it that way. [Laughs] After this manic phase comes something else. I’m not a yeller, I’m not super aggressive, I like having people enjoy what they’re doing. I don’t set out to do it that much, although I do take a lot of the crew dancing when I’m here for the weekend, because I love to go dancing.

Are you joking?
No, no. It’s my favorite thing in the world! I know every dance club in Albuquerque. A bunch of us will go out, get a few drinks and go dancing, and stuff like that. Mostly just because that’s the stuff I like to do, and they’re the people I hang out with. But it’s not like I’m deliberately saying, ‘Oh, we must foster a sense of unity,’ but it’s fun when you see everybody cutting loose together.

Bonding like that must help with conflicts.
Yeah. Because, you know, there’s always conflicts. It is like a family in that sense too. There’s always departments not communicating, there’s always somebody in a huff about one thing or another — and very often it’s me. Although I’m a little bit scattered, and sometimes making it up, I’m also very focused and I know exactly what I want when I want it. People will ask, ‘Tell some funny stories from the set!’ I’m like, ‘There are no funny stories on my sets. There are funny scenes that America will enjoy later.’ That’s where we put the funny. Every now and then, somebody will do a silly gag or will crack up for some reason — it’s not like there is dead silence. But we’re just getting it done. We have a lot to do. We have some crazy days on the schedule. The way to do that is to loosen up everybody enough so when you tighten up, they don’t feel constricted.

So are you both good cop and bad cop?
You have to play both hands at the same time. You have to be hard, I have to be clear, which is hard for me, because I’m very confrontational and I’m also very used to compromising. I’m very used to saying, ‘I’ll make due with what I have,’ because … that’s how you make TV for the WB! [Laughs] But that’s not what I’m doing here. I’ve had to retrain myself to get what I want, and part of that is just not going, ‘Well, maybe,’ but going, ‘No, definitely this — not that. Need this, don’t need that.” So yeah, you keep them happy and then you make sure that it’s not a game. It’s not too goofy.

I know you’ll say there is no competitiveness among the actors, but there must be competitiveness among the actors, right?
We had the Hulk doing something [powerful], and we took it out because Hemsworth was like, ‘Oh, I actually get to be the strongest one in that scene?’ While Mark is like, ‘They all have outfits, and I’m in a [motion-capture] suit.’ If you spend the morning at the gym and you run into Chris Evans, and then he runs into Chris Hemsworth, and then he sees the Hulk model… [Puffs out cheeks and flexes arms.]

Ah, a Hulk inferiority complex.
And I’m at the bottom of that. I’m at the part of the totem pole that you stick in the ground to keep the totem pole up. These are some buff dudes. But at the same time, it makes me laugh. I feel like all of these actors are finding out what it’s like to be an actress. They’re all on crazy diets. They’re all having to be sewn into their costumes. If they gain or lose an ounce, it’s big news. They can’t dress themselves, they’re like Scarlett O’Hara. I said to Chris Evans, ‘The new benchmark of superhero movies is not being able to dress yourself.’ But the camaraderie thing, honestly, they bring it. Since most of them were cast before I came here, I can’t really take credit for it.

But you have to manage it.
My job, that I’ve always expressed to everyone, is to create a safe space for them to create with as much leeway and as much range and as much daring as they like, and always for them to know I will never make them look stupid. Because these guys have some crazy outfits on too, it’s not just, ‘Was that my best take?’ It’s like, ‘Do I look absurd wearing a cape in the middle of New York?’ Actually, no — Chris Hemsworth can do whatever he wants. If he wore a tutu, it’d be like [in a deep voice]: ‘A man wears a tutu. Tutu by Armani.’ But when guys are dressed up in bright, shiny outfits, you need a lot of trust. That’s all I’ve ever done, because I don’t have a lot of arrows in my quiver as a director. I don’t have ways to manipulate them. I’m not Cassavetes, I’m not Coppola. I can tell them what I want, how I wish them to express it, why, and that it will work and we’ll see when it doesn’t. We’ll know, and not show the world that.

Earlier today I watched you shoot a scene with Scarlett, where Chris Evans as Captain America was helping throw her up into the air to grab on to an alien craft. It seemed to go very quickly. Even she was like, ‘We got it?’
First of all, I do shoot quickly. Even though we’ve had no time. There’s never been any rehearsal time. A lot of it is happening on the day because we just got here. They are trusting the process, and I know what I want. Every now and then they’ll bump up against each other, or the logic of the thing, and we’ll work that out. If it looks right to me, I’m moving the f** on. The only thing I’ll stop for is, I will check with them and be like, ‘Do you feel like you’ve got something better in you, or do you just want to try something weird?’ Unless we seriously have no time, I will always give them one if they want one. Because some guys are like, ‘You know what? Let me take another run at it.’ And some guys are like, ‘If you feel good, let me go to my home.’

How often do they do the weird try?
Oh, it won’t get weird that often. Well, Robert will bring the weird, bless his heart. Robert’s funny because he’s like, ‘Oh, I don’t think this line sounds good.’ And then he’ll say it, and it sounds brilliant. Well, it doesn’t sound good when I say it, Robert. We’ll do variations, or a series. Sometimes I’ll throw him things on the day, or sometimes I’ll be like, here’s a general area, why don’t you play on that? But he’s also very focused. His energy is extremely positive and extremely forward moving. When he comes on set, he brings this lightness and this directness that things get done, and things get better. That’s really fun.

How do you protect against all this seeming — silly?
Well, a lot of it is endless wardrobe meetings. A lot of it is context. Captain America’s suit is somewhat anachronistic; it’s different than everybody else’s. We discuss that in the movie — the idea of meeting someone like Captain America, someone who seems old fashioned. So much of the movie takes place from Steve Rogers’ perspective, since he’s the guy who just woke up and sees this weird-ass world. Everyone else has been living in it. He’s the guy that feels that sense of loss. It’s very much about people who are alone — because I’m writing it.

Captain America is like the king of the isolated?
He’s kind of the ultimate loner in that way, so there is an anachronism to him, and Chris and I have always tried to make it, without making it goofy or too obvious, always tried to make him that same grounded ’40s Steve Rogers he was in the other movie. The outfit is part of that. Apart from that, the context is, you get them in a world, the world of S.H.I.E.L.D., where they fit in. And you say upfront, these are monsters. These are freaks. These are not you and me, and what are they doing here? How are they human beings? Let’s just investigate that. You’re hitting that on the head the whole time, so it’s not strange to see something strange when that’s what you’re exploring.

The one thing every single actor has told me so far is that their character feels completely lost and adrift in the world.
It is that singular aloneness, and it’s not an interesting movie if everybody is just on board. The conflicts between them are going to define them, and the way they resolve them is, in the grand American tradition, through violence.

Are there other movies with teams of characters who feel isolated?
The basic thing I started with was The Dirty Dozen. Those people have nothing in common except that they’re all going to die if they don’t kill a bunch of Nazis. The next movie that kind of worked for me was actually Black Hawk Down. [The Avengers] only works as a war movie. A lot of things that I’ve done are to support that. First of all, it’s earth’s mightiest heroes.

And you have to test them.
The best way to tear them apart is emotionally, and then to put them through hell. To put them through war. To make it more than just, ‘And then I fight someone with my powers who is slightly bigger than me.’ It’s easy for superhero movies to get very clean, or very postmodern and snarky and amoral. I’m not really ready for that. This movie is about heroes. For them to be heroes, for them to capture what it is that Steve Rogers feels is lost from the world, is they have to go through what he went through, which is way more than they’re ready for. That’s what this is all about.

People who are part of a group but still find themselves feeling like outsiders is a big theme in your writing. Buffy the Vampire Slayer, Firefly, even Toy Story.
Aloneness is absolutely universal. If you don’t have that to start with, then you don’t find what is truly rich in community. You don’t get to be on the team. It’s not a way of saying we have a cure for it. It’s just a way of saying we have a use for it. Part of that is you get to be alone less, but you’re still by yourself to an extent. We all do create these families. We all have to start out in the same place, and it’s sometimes unbearably painful. For someone like Steve Rogers, it’s totally new; it’s a fresh wound. For someone like Banner, he’s so good at it that he doesn’t even really think of it as a wound anymore, because he’s been this guy for so long that he thinks he’s mastered it. Steve thinks he’s at the mercy of it. They’re both wrong, and they’re going to use each other to find that out.

Marvel Studios has its own arc for these characters. How much liberty did you have to tell your own story?
The human part of it is always going to drive everything. [Marvel Studios] came to me and said, we have these basic action beats that we want at the ends of each act. I’m like, ‘Great, because then I have my ends of each act, which is a hard thing to figure out. So now I just have to get from A to B.’ From that, getting from A to B meant how to be human. If [The Avengers are] going to have conflict, it’s not going to be because of a case of mistaken identities, it’s going to be because they have different agendas and they don’t agree. They have to conflict on a real human level, and [both sides] have to be right. That can lead to arguing or punching or whatever, but it’s gotta resonate, otherwise you’re just going through the paces.

Anything you felt you had to avoid?
You can’t write a scene that doesn’t have some kind of emotional connection. If you write a scene that doesn’t move the story forward, you go, ‘Okay, I had fun there, maybe I better quit clowning around and get back to work,’ because these guys are fun to write. Luckily, because enough [plot] is dialed in on a movie like this, most of my work has been just emotion, emotion, emotion.

Ray Bradbury has said he doesn’t deliberately put himself in his work. He just writes, and there’s a demon inside him who puts pieces of himself in the story. Do you feel like you understand yourself better through writing?
Absolutely. I mean, there is no getting around the fact that you are basically deconstructing your life. I’ve got my demons too, and sometimes you go, ‘Does this make me just like, wildly unoriginal?’ Then you realize, no. You look at the people you love, and they’re always, to some extent, telling that same story. They are always to some extent getting something out of them that they need to get out in different ways. There are many, many aspects to it, and their work could change, and they can do lots of different things, but at the end of the day, there I am. I’m talking about helplessness, I’m talking about aloneness, I’m talking about the gaining of strength and understanding of community. I’m always talking about those things. And no, I don’t set out to do it.

So what did you set out to do with this movie?
I set out with a very simple problem: There is no reason for these people to be in the same movie. So that’s what my movie has to be about. From there, you build and build, and then I go, ‘Oh, I’ve done that thing that I do. This is why I was attracted to it in the first place, and somehow I didn’t articulate it.’ You discover yourself doing something that you should have known you were doing all along. Sometimes you get so caught up in the machinations that you don’t realize where you’re heading is where you feel like you always need to head.

You’re someone who is in touch with fans a lot. What’s it like to be on lock down on this set, and not be able to share anything?
You know, when I’m working, I’m working. When I’m not working, I don’t really have much to say to my fans. ‘Thanks for watching! I don’t have anything new going on!’ I’ll try and get in there. I actually probably have more fans at Borders in Albuquerque than I do in all of Los Angeles. I could live there — I’m a rock star. One night I was trying to write, having a drink by myself, and I sort of folded up my tent and came out and these people were coming out of a church service at night. This girl was like, ‘Oh my! Can I buy you a drink and ask lots and lots of questions about Buffy?’ I was like, ‘Yes, you can! Let’s do it! Bring it!’ When I’m alone, I’ll say okay, I’ve got the time. And why not? She bought me the drink. Her friends were interesting, and it was fun. So that actually goes on as much or more, not obviously on the Internet as much, but I keep my hand in every now and then. Ultimately [fans] are with me every second, because I’m constantly going, ‘Is this going to work?’ I’m not making this so people won’t watch it. The audience, they’re not hovering over my shoulder in a scary way, but they are with me. I’m a geek. [Laughs] Don’t tell. I’m trying to work this stud thing. Nobody really knows.