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'Iron Man 3' Cast Teases 'Surprising Emotion' of Third Film (Video)

"I think the whole rhythm of the film is brilliant," Ben Kingsley, who plays the Mandarin, tells THR.

Iron Man 3 sees the return of Robert Downey Jr. as playboy billionaire Tony Stark -- but he's feeling a little less playboy than before.

While often a film franchise can tire with time, the third Iron Man film -- directed by Shane Black -- has somehow managed to throw in plenty of twists and turns that the audience is not going to expect.

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Of course, we don't want to dive too deeply into those surprises (and neither did the cast when they sat down with The Hollywood Reporter), but THR did ask stars Ben Kingsley, Don Cheadle, Guy Pearce and Rebecca Hall about what they thought would surprise the die-hard Iron Man fans about this third film.

"I think the whole rhythm of the film is brilliant," Kingsley tells THR, "because what you have are moments of extraordinary, breathtaking action, immediately followed by a point of vulnerability, some questioning, doubt, loss, revenge, grief, love, tenderness, comradeship, all these wonderful human values, beautifully placed in the context of a great action film. It's sophisticated stuff."

Kingsley takes on the role of The Mandarin, a menacing criminal mastermind with an intense haircut and personal sense of style.

Both Pearce and Hall seem to echo Kingsley's sentiments that this a much more emotional story than before, with Stark dealing with fears and demons that seem to have grabbed hold of him after the events seen in The Avengers.

"There's a surprising emotion," says Hall, who plays an ambitious scientist who knew Stark at an earlier time and reappears in his life.

"You expect Iron Man to be put in jeopardy with every film, that's just a given that the hero is put in jeopardy," she adds, "But the ways he's put in jeopardy in this one are particularly surprising at times. It has to do with his own psychology and things like that, which you don't necessarily expect or see coming."

Pearce, who plays a scientist who has invented something that could affect mankind, adds: "It's pretty clever, this film. Not to suggest the other two weren't, but I think this takes it to another level."

FILM REVIEW: Iron Man 3

While Kingsley, Pearce and Hall are all new to the franchise, Cheadle is returning to reprise his role as Col. James Rhodes. He says that fans of the franchise will find Disney and Marvel Studios' latest film full of surprises.

"You get to just go in and sort of give over to the whole experience, the whole thing," he says. "Without giving anything away, I think it's going to be pretty interesting for everybody."

Iron Man 3 opens May 3 in U.S. theaters.

Email: Rebecca.Ford@thr.com; Twitter: @Beccamford