Storytellers, Assemble

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Comic-book movies.

They’re noisy, expensive, CGI-dependent spectacles catering to the short attention spans of Kids These Days, am I right?

Well, no.

Behind all the sound and Fury, many superhero movies are built on solid, satisfying stories that meet the structural requirements of their genre, and often innovate on them.

Whether you write in the big external genres or are drawn to quieter, more internal stories, these summer blockbuster movies make an excellent study in story structure.

So I decided to revisit my favorite one.

Why The Avengers?

Joss Whedon, the American writer-director of The Avengers, is a storytelling hero of mine. He’s a third-generation screenwriter who worked as a script doctor for years and has long been a darling of science fiction, fantasy, and horror audiences. Between Buffy The Vampire Slayer, Angel, Firefly, and Dollhouse he helmed a total of 14 seasons of long-arc television. When “Written by Joss Whedon” appeared on the screen, you knew you were about to see a great episode.

My expectations for The Avengers were accordingly pretty high, and I wasn’t disappointed. I loved it. So did a lot of other people, to judge from its $1.5 billion box-office take and its 91% Fresh rating on Rotten Tomatoes.

It’s a reliable rule of thumb that a story with credentials like that is a story that works.

So I put my Story Grid goggles on and peered into the gears and cogs of The Avengers to find out what made it work so well for me.

(Like a good Story Grid Editor, I began by answering the Editor’s 6 Core Questions for this movie–essentially the Foolscap. All the details are here.)

Setups and Payoffs

I discovered that in addition to being a surprise genre meld of War and Action, The Avengers is a master class in setups and payoffs.

A setup is a promise–a debt, if you will, that the writer incurs with the reader. The payoff is just what it says: the repayment of that story debt. As Robert McKee says:

To tell a story is to make a promise: If you give me your concentration, I’ll give you a surprise followed by the pleasure of discovering life, its pains and joys, at levels and in directions you have never imagined. (Story, page 237)

One of several dictionary definitions for the word “setup” is “a table setting, as in a restaurant.”

Imagine the setup for an elaborate, multi-course dinner. If you’ve included a white wine glass in the setup, your guest will expect white wine. If you’ve laid a shrimp fork next to the napkin, you’d better bring on the shrimp.

In a story, every fork, knife, glass, dish or weird utensil your reader finds laid out in the first half had better be called into use–that is, paid off–by the end.

Similarly, every delicious thing you serve (the payoffs) must have been set up–prepared for, anticipated–by something you laid on the table before the meal began.

Shouts and Whispers

Setups can be so subtle that they hit you subconsciously, or they can be so obvious that they shout “Hey, look at me! Foreshadowing here!” (The only time to be Captain Obvious is for comic effect. Or never. Try for never.)

The best setups are camouflaged. They do more than one job–for instance, revealing character, providing a little comic relief, or delivering a plot point–and the secondary job seems like the whole purpose. Then when the payoff comes it’s a surprise.

Good stories contain a lot of setups that might not register consciously until a second or third reading or viewing, and those are the ones that leave us with a sense of depth and richness. They make a story feel lived-in and satisfying, and they reward multiple viewings.

Setups can be paid off at any point in the story, but the biggest payoffs should be set up early and paid off late. All setups must be in place before the global climax. If you’re introducing any new element after about the 75% mark in your story, it’s not a setup, it’s a payoff that you failed to set up, and it’s going to read like a deus ex machina. Cue reader head-scratching or outright annoyance.

Fizzles and Unannounced Dynamite

Steven Pressfield says “I used to make those mistakes all the time. I’d kick off Act One of a screenplay with all kinds of provocative premises. Then I’d forget about ’em and fizzle my way to a no-bang climax. Or I’d have a dynamite finish that fell unannounced out of the sky.”

Here’s an example of each problem, from real movies that we’ve analyzed recently on the Editor Roundtable Podcast.

A setup without a payoff

Real Women Have Curves is the story of a young woman struggling for acceptance from a mother who thinks her worth is measured by her weight. Her sister, a garment worker, encourages her by presenting her with a striking, elegant red evening gown cut specially to fit her curves. We wait…we wait…and we never see the protagonist wearing that red dress. It disappears. That’s a big, enticing setup that leaves us feeling terribly cheated when it doesn’t pay off.

A payoff without a setup

M A dark haired young woman with a frustrated expression and steam coming out her ears. ad Money is the story of three women in low-level jobs who conspire to rob the Federal Reserve. Two are calm adults and the third is portrayed as an empty-headed ditz. When it’s time to destroy the evidence, the third woman sets off a Rube Goldberg detonation device timed so perfectly that she escapes, but no cops are injured. It’s clever, but it makes no sense for the character and has no setup in the story. Instead of delighting, it just annoys.

On to The Avengers!

The Avengers doesn’t make either mistake. It has setups at every level, from global story to minute thematic elements, and they all pay off. What’s more, almost none of them stand alone. Every setup serves multiple purposes and many of them pay off in more than one way.

SPOILER ALERT: I give away the ending. And some other things.

For the sake of your time, I’ll describe only three of the setup-and-payoff sequences from the movie. You can see my ridiculously nerdy spreadsheet of all of them here.

Example 1: The very first setup

SETUP, 0:00:01 – The very first thing in the movie is a disembodied, evil-sounding voice doing some exposition about that existential threat to mankind: the Tesseract. (Note: the Tesseract is a classic Macguffin.) It’s on earth, it’s powerful, the humans don’t know how to use it. There’s an ally who does, and he will conquer…blah-blah evil plans for war and human conquest. It’s the setup for the global story.

But there’s a subtle setup hidden in the scene: The alien voice continues, “And the humans…what can they do but burn?”

INTERMEDIATE PAYOFF, 0:52:18 – That ally–Loki, who has by now stolen the Tesseract–taunts Director Fury by saying, “It burns you to have come so close. And for what? A warm light for all mankind?” Loki thinks he knows how to use the Tesseract for real power. He’s arrogantly confident that he will rule the earth.

FINAL PAYOFF, 1:47:00 – During the global climax (a massive battle scene), Loki’s brother Thor says, “Look around you! You think this madness will end with your rule?” Loki looks around in fear and despair, realizing that he’s losing the battle, and sees New York burning.

screenshot from The Avengers, showing embattled Manhattan with buildings on fire


Takeaways for the novelist:

Set up the ending at the beginning. Don’t be Captain Obvious about it. We get the briefest glimpse of Loki, something about a larger force, something about burning. That’s all.

Set up the antagonistic force early and pay it off late.

Repeat the setup–that is, give it a small intermediate payoff–at least once in the middle, so the reader remembers it.

Use keywords judiciously: if Thor had said, “Look! The human world is burning!” it would have been lame and obvious. Instead, we simply see fire and smoke.

Example 2: The very last payoff

SETUP, 0:23:10 – We meet Tony Stark, one of the main heroes. As he flies through the Manhattan night in his Iron Man suit of armor, Pepper, his lady friend at home, flips a switch and a showy skyscraper lights up, thanks to a sustainable clean energy source which Stark has invented. At the pinnacle of the tower, the name STARK flickers to life in brightly lit capital letters.

“How does it look?” Pepper asks. Stark replies, “Like Christmas, only with more me.” 

INTERMEDIATE PAYOFFS: The Stark Tower setup pays off in at least four different ways:

0:52:36 – The “warm light for all mankind” that Loki referred to in taunting Fury is Stark’s sustainable clean energy device. It hints that SHIELD (a shadowy government spy agency) has been using the Tesseract to create weapons, not sustainable energy, and this sets off the conflict at the midpoint shift. (See Example 3, below.)

1:10:18 – Captain America, an upright, moral character, says to Stark, “Big man in a suit of armor. Take that off and what are you?” Stark replies, “Genius billionaire playboy philanthropist,” cementing the egotism shown in the setup, proving that he’s as vainglorious as Loki, and no team player.

1:36:47 – Cap and Stark, finally working together, are trying to figure out Loki’s plan. Stark says, “Loki:  he’s a full-tilt diva, right? He wants flowers, he wants parades, he wants a monument built to the skies with his name plastered…son of a bitch.” He sees the similarities between himself and the enemy, and realizes exactly where Loki is headed.

1:38:29 – The Tesseract is activated right on top of Stark Tower.

FINAL PAYOFF, 2:13:10 – An hour and 49 minutes after we first saw Stark Tower lit up like Christmas, after the massive, destructive Battle of New York, the closing shot of the movie shows the damaged Stark Tower.

Of that big egotistical STARK sign, only the A, for “Avengers,” is left. Stark has risen above his ego, literally by flying through the portal into outer space to destroy the enemy, believing that the only way down is by falling to his death. He has sacrificed his high ego, become a team player, and joined with five other heroes to save the world.

screenshot from The Avengers showing the top of Stark Tower after the battle of New York, with only the giant A remaining of the sign

Takeaways for the novelist:

Make every character, every line of dialogue and every choice of setting serve more than one purpose–and make sure all the purposes are tightly bound to the characters’ wants and needs, which in turn must be tied to the story’s genre.

Why have Tony Stark live in a tower? Because he thinks he’s far above other people. His whole arc in this War-plus-Action story is to join up, to become part of a united fighting force.

Why show him creating sustainable clean energy? Because unlike the equally vainglorious Loki (heroes and villains mirror each other), he has humanity’s interests at heart. That’s why he chooses to fight.

Why show him with his girlfriend? Because it makes him more human, gives him something to lose, and adds pathos to the climactic scene.

I challenge any writer to go through this sequence in the movie. Question its elements–Why night time? Why Manhattan? Why is Pepper barefoot? Why 12%?–and let me know if you find even one element that serves no story purpose.

Example 3: The hidden thread in the middle

Here’s a movie-analysis trick: slide to the middle. In well-constructed stories (filmed or written), you’ll experience a clear change–often of location, tone, and speed of pacing–at around the 50% mark.

This is the midpoint shift. It serves to build tension just when the long Middle Build begins to sag. It’s where the protagonists go from reactive to proactive–from defense to offense, or from flight to fight.

If the story is well-built, the scene at the midpoint will clue you in to what the protagonists are turning from, and what they’re turning towards, and that should be a huge clue to the theme or controlling idea of the global story.

screenshot from The Avengers showing Loki's glowing spear in the foreground while, upside down, Nick Fury, Natasha Romanoff, Bruce Banner, Steve Rogers and Tony Stark argue in the background, in the lab of the helicarrier,

The midpoint of The Avengers is around 66 minutes.

In that scene, the heroes are all in the same room for the first time, but they’re visibly fragmented into arguing factions. Loki’s super-powered spear is glowing blue. It represents their world turning upside down. (We will come back to that spear.)

At the height of the conflict there’s an alarm, a hushed “Oh my God,” and an explosion that sends all the battling protagonists flying backwards. When the smoke clears, Stark and Captain America abandon their argument. They’ve begun to cohere as a team.

Could the central theme of the movie be about cohering as a team? Yes. Yes it could. In fact, Joss Whedon’s original working title was Avengers Assemble.

(NOTE: Stories in which multiple protagonists must pull together to win tend to be in either the Performance genre or the War genre. This one is a War story. You can read all about why I think so in my Editor’s Six Core Questions.)

How did Joss set up that theme, and how does he pay it off?

Turns out, there’s a subtle thread that gives the movie a lot of its heart, comedy, and pathos. It’s like the string that runs through all the pearls, and it is carried by an unassuming guy named Phil Coulson.

screenshot from The Avengers, showing Phil Coulson wearing sunglasses at night

SETUP, 0:01:46 – We meet Agent Phil Coulson, the suit-wearing guy who looks like a bureaucrat. Doesn’t seem like much. Barely a setup at all, except for a movie-star-like shot of him wearing sunglasses at night. He is a go-between, taking some orders, issuing some orders. A real middle manager.

INTERMEDIATE PAYOFFS. There are at least seven, all interconnected. You could argue that many of them are both payoffs and new setups. These are in chronological order. Watch how they interweave themes of love, friendship, esteem and meaning:

0:13:40 – Coulson calls master spy Natasha Romanoff in from the cold to join the hunt for Loki and the Tesseract. She respects him enough to comply. He’s a little more powerful than we first suspected.

0:25:53 – Coulson overrides security at Stark Tower and strides in to Stark’s private living space. Two minutes later, he has convinced Stark to join the team. Pepper, who knows him as “Phil,” says, “I wanna hear about the cellist–is that still a thing?” Coulson replies, “She moved back to Portland.” “Oh, boo,” Pepper says sympathetically.

0:28:00 – He’s on a plane with Captain America, a newcomer to the 21st century who’s a little bitter about it. Coulson fanboys him (in one of the movie’s funniest scenes), then gains his esteem by saying, “With all that’s about to happen, people might just need a little old-fashioned.”

0:32:34 – Natasha asks Captain America, “Did he get you to sign his Captain America trading cards yet? It’s a vintage set.”

0:53:59 – In a throwaway line as they enter the lab, Stark says to Coulson, “Just saying, take a weekend, I’ll fly you to Portland. Keep love alive.”

1:23:58 – As Loki is about to escape, Coulson shows up with one of the experimental energy weapons that Fury was trying to keep secret. “Even I don’t know what it does,” he says. But before he can fire it, Loki stabs him through the heart with that spear we saw in the midpoint shift scene.

1:26:37 – Coulson, at the edge of death, tells Loki “You won’t succeed. You lack conviction.” Loki starts to argue. Coulson fires the weapon, driving Loki back through a wall. “So that’s what it does,” he says.

1:28:38 – His last words are to Fury, who encourages him to hang on. “I’m clocking out,” Coulson replies. “This was never gonna work if they didn’t have something to…” He dies.

screenshot from The Avengers showing Phil Coulson, dying, after being stabbed by Loki


1:29:39 – Fury tosses a stack of blood-soaked Captain America trading cards in front of Cap and says, “These were in Phil Coulson’s jacket. Guess he never did get you to sign them.”

He describes the Avengers Initiative that was supposed to “bring together a group of remarkable people. To see if they could work together…to fight the battles that we never could. Phil Coulson died believing in that idea. In heroes. Well, it’s an old fashioned notion.”

1:35:35 – Cap and Stark are both subdued at Coulson’s death. “Was he married?” Cap asks, and Stark replies, “No. There was a cellist, I think.”

1:38:05 – Fury’s second in command says, “Sir, those cards–they were in Coulson’s locker, not his jacket.” Fury says, “They needed a push.”

Takeaways for the novelist:

Can you embody your theme in a walking, talking secondary character? Hide it in plain sight. Give that character enough backstory to attach the reader, but not so much that it shouts IMPORTANT.

Always remember pathos and specificity. It took almost nothing to add the information that Coulson was in a relationship. The words “cellist” and “Portland,” not important in themselves, give the character a specificity that sticks in the mind and makes him human. He loved someone. We love him for it. It makes his death all the more powerful.

Disguise your theme-carrier with humor. Coulson’s fanboy trading card collection is silly comic relief–until it’s a tragic symbol of his sacrifice.

Subvert expectations. Coulson’s conservative G-man suit and tie disguise a remarkably cool guy who knows–and is liked by–all the superheroes, so much so that his death is what will bring them together. And he knows it.

Avoid “dropping anvils” on your reader’s head. Keep a light touch. Coulson doesn’t quite finish his last sentence. Fury states it later. While ideas need to be subtly reiterated, not every key phrase or symbol does.

Coulson uses the word “commitment” to Loki. Fury manipulates Stark and Captain America into making the commitment he needs them to make, but he doesn’t use the word.

Let realization dawn, as it does for us when we understand that Fury must have soaked those trading cards in Coulson’s blood after he died. It’s has much more impact that way.

Avoiding absolute symmetry

I’d be lying if I said that every single thing in The Avengers is a setup or a payoff. That would be boring. Predictable, hypnotically tiresome. It’s good to have a select few standalone elements, just for the sake of comic relief or pure poetry.

Note, too, that if you’re writing a series, you’ll need to set snares in one story that will catch the reader in a sequel. Conversely you might be paying off a setup from an earlier volume. There are a handful of such instances in The Avengers because it’s part of a long series of connected movies.

After watching it approximately a bazillion times, I find two things that seem entirely unattached to anything else in the story. I’ll just name them, and you can hunt for them if you like: blueberries, and Harry Dean Stanton.

So there you have it…

…three setup-and-payoff sequences that help demonstrate how even a POW! BAM! SMASH! comic-book movie can deliver satisfying depth and lots of layers. Go watch The Avengers. Follow along. Let me know your findings in the comments.

Or better still, pick a favorite movie of your own and analyze it. (You can use my Editor’s Six Core Questions template here.)

If it’s really a good movie, you’ll probably end up admiring it even more after you understand how it was put together. If it’s not as good as you remember…well, this exercise might ruin it for you, but you’ll be able to say exactly why.

Either way, it will help you be a better writer.

Hard Work, Big Reward

Characters in stories need to be doing, moving, speaking, and changing. As their creator, it’s your job to make sure that none of those actions are are mere placeholders. Weave them tightly around your story’s core: its Genres and Controlling Idea, its Core Values, the wants and needs of its characters.

These connections probably won’t come in your first draft. You’ll be adding and refining them well into later drafts, examining first-draft placeholders, looking for ways to give them story significance. It takes a lot of thought and commitment.

You’ll find, though, that as you polish each character action, each choice of setting, each line of dialogue with an eye to setups and payoffs, your story will come together in powerful ways. Your readers will find depth and satisfaction in it, and you’ll be a superhero for offering them the kind of reading experience they will talk about and remember for a long time.

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About the Author

Anne Hawley is a developmental editor specializing in literary historical fiction and stories set in fantasy and science fiction worlds. When she's not editing, she's creating courses for writers at Pages & Platforms, a women-owned business aimed at helping diverse writers tell the best story they can—and then market it to its intended audience. Anne is the author of Restraint, a queer love story set in 19th Century London, and the forthcoming The Footman, set in the same universe. She lives and rides a bike around Portland, Oregon.