Unmasking "Ultimate Spider-Man's" Deadpool with Joe Kelly & Cort Lane

The latest episode of Disney XD's "Ultimate Spider-Man" cartoon show achieved something unheard of by Marvel Comics fans, introducing everyone's favorite Merc with a Mouth, Deadpool, to an all-ages audience. Titled "Ultimate Deadpool," the episode not only found the hyperactive mercenary hanging out with Spider-Man in an effort to take on Taskmaster, but also gave the web head a run for his money when it came to the cutaway gags and voiceovers the show has become famous for.

Voiced by Will Friedle ("Batman Beyond," "Kim Possible"), Deadpool exemplified the mile-a-minute commentary fans have come to expect from the character, while also getting into some of his less kid-friendly abilities like sword fighting and invulnerability. However, as the episode's co-writer Joe Kelly and supervising producer Cort Lane noted, a lot can be done with pointy objects as long as you're creative with what's shown on screen.

Kelly and Lane spoke with CBR News on a variety of subjects surrounding the episode, including how Kelly was able to get back into Deadpool's head after writing him for comics in the late 90s, the challenges of portraying Deadpool in different mediums and how this episode serves as a gateway for comic fans unfamiliar with "Ultimate Spider-Man."

CBR News: When dealing with a character like Deadpool who is typically associated with violence, how do you temper that for a kid's cartoon like "Ultimate Spider-Man?"

Joe Kelly: Just leave a censored bar over the whole 22 minute episode [laughs].

Cort Lane: I think there's a way to do it that works. We positioned it so our Ultimate Deadpool is sort of a cautionary tale -- his violence is not something to aspire to. I think that story is well told.

Also, there are little things you can do about portraying violence. A subtle thing you'll notice is he gets a lot of things stuck in him, but we're very careful how we stage that. He's stabbed a lot, but we don't actually see it happening. There's a lot you can do to suggest things rather than show them graphically.

Kelly: Exactly. It was the story that made him work -- that cautionary tale, that sense of how if Spidey had chosen a different road, what might he have turned into? Then, we figure out how to portray it and how dark we want to get and how it all fits within the limits of good taste for the show. It's the story that really drove the decision to use Deadpool and how to use him.

One of the things that's been really cool about Season Two is getting into some of the backstory of the characters. Having this opportunity to revisit the Spidey that could have been, because we're not going back to his origin story again per se, but you can see what if he had made different choices. That's what Deadpool represents in this universe, which is pretty neat.

Joe, you have a history with Deadpool dating back to the late 90s when you wrote him for comics. Was he a character you wanted to get on the show going back to the early days of development?

Kelly: From the beginning we had talked about having him come up, and I think Joe Quesada mentioned him a few times and we kept saying, "Oh maybe not yet." Cort had said something that I think was spot on, that Deadpool is, by his very nature, such a rule-breaker, that until you establish what the rules of the show are, you couldn't really bring the guy on. The first season would have been way too early, but once that little box was open, I was really excited. Seeing him animated is so much fun -- to actually hear his voice and the way his banter works. I love reading it in the comics, but it's really dynamic in a cartoon.

Did you find yourself writing the character differently knowing an actor was going to be voicing his lines?

Kelly: Oh yeah, for sure. The episode was co-written by Man of Action and Ed Valentine. Ed did a great job. He's worked on "Fairly Odd Parents" and was part of the crew that won an Emmy on "Sesame Street" of all things. We were very conscious of the fact that Deadpool speaking out loud is really difficult. I used to think, "How many words can I fit in a balloon?" and you can't do that. When we first handed it in, the script was seven or eight pages longer than normal because we just had banter, banter, banter. We kept saying, "It'll work out, it's going to be okay." Then people read it and we started to trim.

Lane: There's still more dialog per page in that script than usual.

Kelly: No question. I don't know what the line count got up to, but it was high.

Lane: And then stuff was added in the booth because everyone was having so much fun with the characters.

How did you decide on actor Will Friedle as your voice of Deadpool?

Lane: I confess, it wasn't a "Batman Beyond" inspired choice but a "Kim Possible" inspired choice. We knew he could do the action and cool hero thing. We needed somebody who could play the part realistically in terms of the action, be over-the-top funny and feel comfortable improvising and just be all over the place. Spider-Man voice actor Drake Bell is pretty broad in what he can bring to the table in each episode -- we needed someone as strong because, really, there's a tug of war between who controls the story. Literally. From the main title there's a back and forth between who's really the star of this episode and Spider-Man gets that towards the end of the episode -- that he has to fight to take over his own series.

Kelly: I just love Will's voice, the eccentricity of it. There are more than a few line reads that are different than what we had in the script and it always sounded better, which is the sign of a great voice actor. I thought he brought the character to life in a really exciting, unique way that keeps him our "Ultimate Spider-Man" Deadpool which is super-exciting.

Lane: Will came in with an idea for the voice and it was very broad and funny. If anything, we had to pull him back for a few moments so that the really dangerous, tough-action-guy could come through as well.

Were Will, Drake and the rest of the cast together in the booth for most of the episode's recording?

Lane: This episode had so much that we just recorded the two of them together. Really, that's 90% of the episode. It was just the two of them back and forth, and there was a great energy in the room as they were going at each other.

Joe, what was it like getting back into Deadpool's head in a new medium?

Kelly: It's dark and scary [laughs]. It's great. I love Deadpool as a character. He's the cornerstone of my career so he's really important to me. To get the chance to work on him again in a different medium, it's an honor and really exciting. To get back in that headspace, ironically, when I first started writing him, he was always inspired by animation. It was like scary Bugs Bunny -- that's the voice that was in my head. The rapid-fire gags were from the shows of my youth and I applied that to a dark character.

Now I actually get to write him for animation and it's really fun. To get to mess around with the fourth wall and have him play with the audience and mess with Spider-Man, he works really well like that. I wrote "Amazing Spider-Man" #611 with Deadpool and the two characters worked so well together, more than I think is exploited in the comics. They're two sides of the same coin and that was kind of the character's original intent. I think Rob Liefeld was trying to create a Spidey-with-guns in a lot of ways. We even get to turn that around in this episode where he goes, "You're biting off my costume," the sort of stuff fans will pick up on who know Deadpool's origin from the comics. It was just great. It's like putting on your favorite old demented sweater. It smells a little funky, but fits just right.

Lane: The story reveals that Deadpool is not really a freelance hero, he's a mercenary. In our series, Taskmaster is the biggest mercenary of all time, so there was a certain elegance to that. Taskmaster voice actor Clancy Brown is a real bad ass, so he's a good counterpoint. And, the coolest thing, which is a great twist that Joe and Ed Valentine put in there, is that nobody scares Taskmaster because he can copy anybody's moves, but Deadpool is so crazy and improvisational that he can't fight Deadpool. That was a great action beat that shows how cool Deadpool really is.

Deadpool's dancing defense against Taskmaster was a great scene.

Kelly: That was a risky one. It was good to see it animated.

Lane: Yeah, we were all wondering if it would animate funny or just look clunky and it animated really well.

How did you write a scene like that where Taskmaster's trying to attack Deadpool, but Deadpool's just doing dance moves to avoid him? Are the exact moves written out or is it more general than that?

This episode also sees the return of Taskmaster, a character who first appeared in "Why I Hate Gym" from Season One. Taskmaster has some history with Deadpool in the comics, so what made him the right choice for this particular episode?Kelly: When you get into those kinds of sequences, like some of those more surreal gags in the battle at the end of the episode, they were very specific visuals because you really had to get a visual pun and it made the script super-long. So, you always try to keep it stripped down and just say, "He literally break dances to confuse Taskmaster." Then I'll add a few lines like, "He tries The Robot. He Cabbage Patches." It's usually short and pithy because we have such great directors and storyboard artists -- you want to give them room to play. Especially in an episode like this, you don't want to hammer them down with lines like, "He moves from left to right doing The Cabbage Patch." It's much more open and organic.

You mentioned the script being much longer than the aired episode -- is there a version of this episode, in some form, beyond the script stage that's lengthier?

Lane: No. We really trim it down as we need to at the animatics stage because we want all the money to be on the screen and not on the cutting room floor somewhere. We get it to the right length, the right tone and make sure the story makes sense at the animatics stage. Man of Action comes in the room, sits there with the director and the team and works through that animatic review.

Kelly: This was one of those scripts, too, where I think going into it, people knew they were going to see a lot of stuff that may or may not work because we are trying to break new ground and mess around with the format of our own show. We expected the script to be long, to get a lot of notes and that we'd cut a lot of stuff. We just threw it all against the wall to see what stuck, which is a more fun way to work than going into it worried about page count. Everyone was really receptive to that. It was a great working environment for that episode. It's always been, but since we knew we were doing something different, everybody was really on board with that experiment which was cool.

Deadpool tells Spider-Man that Nick Fury brought him in to S.H.I.E.L.D. for training, just like Fury has done for Spider-Man, Iron Fist, Luke Cage, White Tiger and Nova. This means that there are other alums from Fury's "hero school" out there -- is this idea explored more in upcoming episodes?

Lane: Not this season and not specifically Deadpool, but the idea that the S.H.I.E.L.D. training program existed before Spidey, that may be pursued in the future.

"Ultimate Deadpool" felt like the perfect gateway episode for fans unfamiliar with "Ultimate Spider-Man," showing it has a lot to offer comic book readers of all ages.

Kelly: Deadpool being so extreme and revered from so many different "Deadpool" books, people have a strong opinion of him. They wonder, "How can you possibly do him in a cartoon for kids?" Seeing him pulled off well, I think this episode's a great opportunity for people who are like, "I'm not so sure if it's just a kiddie thing." We try to keep it lighter on all the shows we do for all segments of the audience because we know there are dads watching with their kids, as well as older fans and teenage fans. There are fans across the board, so we do the best we can to give everyone a little something they can enjoy.

Lane: We invite CBR's readers to check this episode out -- it's not too tied into our continuity and they can check it out on Watch Disney XD or on iTunes. Plus, I laughed a lot.

Can you guys tease anything for the upcoming episode entitled "Venom Bomb?"

Lane: It's a full-tilt, intense action episode. It asks the question, "What if the entire Helicarrier was taken over by Venom and everybody was Venom-ized?"

"Ultimate Spider-Man" airs at 11:00 AM on Disney XD every Sunday.

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