“Okay, last question...”

That’s usually the very first thing Robert Downey Jr. says when he sits down to start a conversation. Obviously, it’s a joke. He’s messing with you a little, but that’s what you want—the high-octane movie star firing on all cylinders, delivering that devilish charm that made Iron Man as legendary as Superman. He wants to play. But it’s also a reminder to keep up, to stay alert, and remember that this—whatever this is, our time together—is fleeting. Talk to him for any length of time and it’s clear that Downey, who grew up on camera and is now 58, is acutely aware of a ticking clock. There’s a countdown happening at all times behind those eyes. In interview after interview over the years, he has often returned to a similar fatalistic theme: Make the most of now, because the end is closer than you think. It’s definitely coming someday. Maybe soon. Who knows?

“I don’t think he operates with that hanging over him, but I do think this is a period of time where he has been very reflective, and it is something that he often references: ‘Well, I’m in the back nine,’ ” says his wife, producer Susan Downey. The couple met more than two decades ago when both were working on the 2003 horror film Gothika and married in 2005, the same year their next collaboration, the neo-noir Kiss Kiss Bang Bang, came out. Now they run the production company Team Downey, and she is intensely involved in every decision he makes, including when to take a chance and when to hold back. “He is very conscious,” she says, “of a beginning, middle, and end to telling stories”—including his own. “And he is also very conscious of not wanting to overstay a welcome, knowing when to get out before it’s too late and you regret that you didn’t.”

The hands of that ticking clock have now carried him back to a place he first found himself 30 years ago: in Oscar contention for a transformative performance. Back then it was for the lead role in 1992’s Chaplin, an alternately tender and searing portrait of the silent-film star. His next nomination came 16 years and several comebacks later, for a blistering send-up of his own profession in the 2008 Hollywood satire Tropic Thunder.

Today, Downey’s in the awards race for another metamorphosis, breathing both grandiosity and insecurity into career bureaucrat Lewis Strauss in Christopher Nolan’s nuclear-age historical drama Oppenheimer. Strauss is such a prominent antagonist that he literally changes the color of the film, with Downey anchoring black-and-white segments that capture Strauss’s postwar efforts to discredit Cillian Murphy’s J. Robert Oppenheimer, the enigmatic lead scientist behind the US atomic bomb program. It’s Downey’s first big screen role in three years and a model for where he is headed next—away from the sarcasm and superheroics of Tony Stark and into a more intimate, vulnerable next chapter.

For years now, Downey has been deluged with offers to play variations on Stark, and he has deflected them all. “We get tons of stuff that riff off of that. ‘Oh, he’s the smartest guy in the room,’ and ‘He’s the fast talker.’ All that kind of stuff,” Susan says. Downey himself has been ambivalent about how much he actually resembles the superhero who changed his life. “I ain’t him, I’ll tell you that flat out,” he told me when I asked him directly in 2018, on the set of Avengers: Endgame. “There’s always a bit of a burn-off period when they run out of call sheets for me in any of these movies, and I go back to being a little bit more of just…I’m just a fucking actor. I’m just a guy—who does have a very interesting past, who does not regret it, who wished to shut the door on it. I think that that translates.”

But that sense of darkness, of a past that can’t be escaped, is also part of Strauss, who is less like Stark than the kind of bureaucratic fussbudget who might turn up as an irksome apparatchik in a Marvel movie. As Susan puts it, “I think what was incredible is that Chris saw in Robert what he could be if you took all of his tools away, all the wonderful things that are very charming, very charismatic, and looked for the stillness.”

That’s how Nolan hooked him—not by making it easy, but by promising it would be hard. “Let me put it this way: I didn’t see any of Lewis Strauss in Robert Downey Jr.—at all,” says Nolan. “I didn’t know him but I’d met him a couple of times, and looking at him from the outside, I felt like he just was in a place where he would be ready to come and try something completely different. And as a director, if you can convince one of the great actors of his generation to come and challenge himself in a completely different way, you just know you’re going to get something special.”

For this story, of course, there is no “last question”—or first question, even. Downey couldn’t participate because, like all members of the Screen Actors Guild, he was on strike until our deadline had passed. But Susan, who says that in the course of their marriage she has learned to “speak Downey,” watched his immersion into the massive ensemble of Oppenheimer in real time. “He loves when something has this grand execution,” she says. “What he really likes is that tight-knit group of people who are making the decisions and creating the piece.”

That was the appeal of making Oppenheimer with Nolan and his producing partner Emma Thomas, who, like the Downeys, are another husband-and-wife filmmaking duo prone to taking big swings. “For him, Chris and Emma have just figured that out like nobody else,” Susan says.

Even their process for casting has a no-nonsense streamline to it. “When you’re doing a Chris Nolan thing, basically you get a phone call: ‘Chris wants you for this. Will you come read the script at his house?’ ” says Susan, who joked that her husband’s curiosity clashed with his, let’s say, more inert tendencies. “Robert’s like, ‘Wait, I have to drive that far east?… Okay.’ Once he was willing to do that, I already knew his mindset was very open.”

The Oppenheimer team was surprised to meet a movie star who was willing to cast off his armor. “Honestly, he kind of subverted all my expectations of him,” Thomas says. “We’ve often talked about how amazing it’d be to work with him, but we work in a very specific, fairly stripped-down way. I wasn’t sure how he was going to adjust to that way of working because, when you’re a big movie star like Robert, that isn’t necessarily the way you’re used to working.”

But his Avengers experience had also prepared him for being part of Oppenheimer’s gargantuan ensemble, one of 79 speaking roles in a cast that includes three best actor Oscar winners. Downey’s Strauss clashes repeatedly with Murphy’s Oppenheimer but also with his own aide (played by Alden Ehrenreich) and even with Albert Einstein (Tom Conti). Fueled by a potent mix of sincere conviction and petty grievance, he commands scene after scene of crowded public hearings, strategy sessions, and backroom machinations, but without the bemused pizzazz of his Marvel alter ego. Strauss may be a politically savvy survivor, but he’s also a black hole of personality who doesn’t so much fill a room as draw everyone into his own.

As he had on his Marvel films, Downey relished the opportunity to stray from best-laid plans, carefully mapping out a scene with filmmakers and crew only to go rogue. “From a creative point of view, he came extraordinarily well prepared,” Nolan says. “It’s a very complicated part, and he had it absolutely down. And he also had a number of, I wouldn’t call them improvisations because a lot of it was very carefully planned, but he had a number of embellishments, things that he wanted to bring to the character, things that he wanted to try out.”

Nolan and cinematographer Hoyte van Hoytema would follow Downey in a room as he delivered monologues that stretched multiple pages.

“I think he loved that freedom to move around the room and present himself with whatever energy he felt like: ‘Let’s try it again! Let’s try it a different way!’ ” Nolan says. “However heavy the 70-millimeter camera was, Hoyte would never get too tired. In a way, Robert was probably waiting for him to get tired, but he didn’t. So he was able to really thrash it out, really reach for something and stretch himself.”

Joe and Anthony Russo, who directed Downey in three Marvel movies, describe the Downey method in similar terms: “When he’ll come back to set, Robert is famous for throwing the plan out the window and climbing on top of the couch and whatever, sort of going off-book,” Joe says. “He does this because he likes to surprise himself. He likes to keep things fresh. He lights up for that.”

“There’s no other way that he could have played that character for 10 movies unless he was doing that,” Anthony adds. “Robert has certainly lived a complicated life. He understands the stakes, he understands loss, he understands the turns life can take between ups and downs. He’s always looking for that level of depth, that level of complexity. I think he knows that’s what we all come to movies for in the first place.”

Downey has been around so long, it’s almost hard to comprehend how far back he started—first as a child actor in his father Robert Downey Sr.’s offbeat indie films, then as smarmy sidekicks in ’80s flicks Tuff Turf, Weird Science, and Back to School. When filmmakers amplified his natural magnetism, he became a Brat Pack heartthrob, sometimes funny, sometimes tragic. In the agonizing 1987 addiction saga Less Than Zero, he plays a young man who is both endearing and self-destructive—much as Downey himself was at the time. Director Richard Attenborough’s Chaplin was regarded as a revelation, with the then 27-year-old vanishing into a soulful performance that spanned decades in Charlie Chaplin’s life. It was a turning point for Downey, but then came the turn downward.

Susan met him when he was pre-Marvel but post-meltdown. In the late 1990s, a lifetime of drug-fueled rambunctiousness overpowered him and landed the actor repeatedly in rehab and behind bars. Fortunately for Downey, rooting for the underdog was still fashionable in those pre–social media times. He won “comeback” roles, including a love interest in season four of Ally McBeal in 2000, only to be written off after his next drug-induced arrest. For a while, it seemed his demons might cost him his life, but then he got help and got clean. You couldn’t call it a second chance—he’d already blown through more than two of those. It was more like a second act, and Downey didn’t waste it. As he spent years rebuilding his life, he became a source of inspiration to others struggling with addiction. And he staged an epic professional resurgence as Iron Man, despite some industry resistance to the risk of welcoming him back at all.

In the Netflix documentary Sr., which chronicled the final years in the life of his acerbic indie filmmaker father, Robert Downey, the actor acknowledged that moviemaking is one way his family taught him to process life. “Whatever’s unfolding, funny or tragic, it’s happening with a 16-millimeter camera going, and we can reflect on it,” he tells his therapist in the film. “But then there’s some part of me that feels like, I’ll….” And there his voice breaks: “I’ll miss something.”

And that’s the challenge Downey is facing in his third reel: Don’t miss out. Don’t be idle. Don’t sit on the status he has achieved, the resources he has amassed, or the goodwill he has generated with both colleagues and the public. Lately, he has met the challenge to live twice as hard by splitting himself in two. In a pair of recent documentary projects, Sr. and the Max streaming series Downey’s Dream Cars, he is opening up about his true self and private life in a way that’s not just intimate but shockingly raw at times. Meanwhile, his acting has steered him in new directions entirely. Oppenheimer is just the first step. The next is playing four different oddball figures in the upcoming Park Chan-wook–directed espionage series The Sympathizer.

He and Susan executive-produced that show for HBO, based on Viet Thanh Nguyen’s Pulitzer Prize–winning 2015 novel about a North Vietnamese spy undercover in the United States in the 1970s. As with Oppenheimer, Downey disappears into his role—or, in this case, roles. “Each of his characters is a white male who has found great success in American society in a variety of fields,” Park says. “You can say having a colonialist side is something they share. They are not typical saints or villains but complicated people with both virtues and flaws.”

Downey asked Park how unrecognizable he should be in each part. “I answered that I wanted the audience to be well aware a single actor is playing multiple roles—but to forget this as they become immersed in the story,” the director says. “To accomplish this, each character must have strong idiosyncrasies but remain within the realm of realism. For the audience to understand the concept that these characters are the various faces of the American ruling class, they must sense the fact it’s one actor playing them all.”

It seems staggering to consider now, but Downey was nearly passed over for the role of Iron Man. Executives at Marvel Entertainment didn’t want soon-to-be Marvel Studios president Kevin Feige and Iron Man director Jon Favreau to cast him. “It purely came down to the Marvel board being nervous at putting all of their chips in their future films on somebody who famously had those legal troubles in the past,” Feige says. “I wasn’t very good—and I’m still not great—at taking no for an answer. But I also don’t pound my chest to try to get my way. I try to figure out ways to make it as clear to other people why we should head in a direction. And that’s when the idea of a screen test came up.”

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Fourteen years removed from that Oscar-nominated Chaplin performance, Downey was required to put ego aside and show up on September 25, 2006, to film his audition. The execs finally conceded that Feige and Favreau were right, an assessment that has since been proven correct several billion times over. Feige remembers Downey as an essential team player who nourished a collegial atmosphere between himself and the rest of the superhero squad, becoming—in every sense of the phrase—a supporting actor. In 2013, as the first Avengers sequel went into production, he even made headlines in the Hollywood trades for using his own contract negotiations with Marvel to leverage for higher pay for his costars.

“We used to joke and say that Robert was the head of the acting department because everybody there looked up to him,” Feige says. “He took them all under his wing, but not in a subservient sense. He just became their cheerleader.” One day on the set of the first Avengers, I overheard Downey advising Chris Hemsworth about ways to manage his tax liability while filming overseas, offering to set him up with “The Missus,” Susan, to go over specifics. He was forever doing things like that—and still does.

“I even saw it at Chris Evans’s wedding,” says Susan, who joined her husband at the Captain America actor’s nuptials to Alba Baptista in September. “Chris Evans and Chris Hemsworth were talking to Robert,” she says. “I was like, Oh right, he is the guy who is…I don’t want to say a mentor, but I just see him as the dude who knows a lot. He’s been through a lot of scenarios, both in life and in work, and has survived a lot.” She says she was drawn to him for the same reason. “All of the stuff that made him wonderful and weird when I met him, and made him someone unlike anyone I’ve ever known, is still who he is today.”

After 10 films, Downey’s Iron Man made his exit in 2019’s Avengers: Endgame, still a high-water mark for the series. Marvel has a reputation for resurrecting characters who seemingly meet their ends, but Feige says that won’t happen to Stark. “We are going to keep that moment and not touch that moment again,” Feige says. “We all worked very hard for many years to get to that, and we would never want to magically undo it in any way.”

Downey was reluctant even to do reshoots and redo a single line of dialogue, Stark’s last, for Endgame. “We’d already said tearful goodbyes on the last day of shooting. Everybody had moved on emotionally,” Joe Russo says. “We promised him it would be the last time we made him do it—ever.”

“That was a difficult thing for him to do, to come back to pick up that line,” Anthony Russo adds. “When he did come back, we were shooting on a stage directly opposite where he auditioned for Tony Stark. So his last line as Tony Stark was shot literally a couple hundred feet from his original audition that got him the role.”

As he was wrapping up the character, Downey was also looking back, recalling the early days of making the first movie at Edwards Air Force Base in the desert of California. Iron Man director Favreau had fought for him. Downey has always felt the responsibility ever since to pay that forward. “In my quiet moments of reverie, I remember being in the high desert…I think for my birthday and also maybe it was Passover? April 2007,” Downey told me in 2018. “I remember it all feeling very much like a significant time in the art and life of Jon. I go back to the belief that he had in me—and the belief that he gave me in myself.”

In the movies, second acts seldom end on an uplifting note. That’s usually when things are darkest and most desperate for the protagonist. Four years after concluding Stark’s similarly redemptive story arc in Avengers: Endgame, Downey is…doing pretty well, actually. The fortune he earned as the flagship hero of the Marvel Cinematic Universe is enough to cushion him for several lifetimes, though he’s too restless for that. “He’s a lot more fun to live with when he has a call sheet,” his wife says.

What he wants now is what both The Avengers and Oppenheimer gave him—the chance to spar, to play, and measure up to fellow actors who test his talents. His wife describes watching TV shows and movies with him: “He watches it like a sporting event,” she says. “He’s so excited for what someone just pulled off or the degree of difficulty that he recognizes. Like, ‘Oh, my God, they shot that at night. That was probably really cold. He had to go do this physicality, give this speech, turn around, do this emotional beat….’ He’ll break it down in a way that you just see: This is somebody who respects that it’s hard.”

Downey is a genuine fan. During the making of The Judge, in 2013, he would crouch behind the monitors and wax rhapsodic about the acting chops of Vincent D’Onofrio, Jeremy Strong, and Robert Duvall during a sequence he wasn’t even in. “When he sees things he admires, he really likes to look at that, examine it, and let people know,” Susan says. She means that last part literally. “He gets excited and wants to reach out. For example, two episodes into Mr. Robot he was needing to speak to Rami Malek,” who turned out to be his eventual Oppenheimer costar. “He knew of Chris Abbott, but after seeing On the Count of Three, he had to reach out to him and to Jerrod Carmichael,” Susan says. And as for Ehrenreich, who shares all of his Oppenheimer scenes with Downey, he “can be guaranteed a FaceTime a week whether he likes it or not.”

For three years after his Marvel run ended, Downey said yes to almost nothing. (“When I’m done with this, if you hear I’m not taking a break, call me and tell me I’m crazy,” he told me as Endgame was finishing.) Then, with Oppenheimer, came something he couldn’t resist—the chance to disappear.

“I knew that he was capable of complete naturalism, of completely stripping away some of that charm, some of that persona, and losing himself in a real character,” Nolan says. “I could tell he was up for that. He was up for being challenged.” Susan remembers the first thing to go was her husband’s vanity. “Chris doesn’t really do prosthetics, and he didn’t want to do wigs and those kinds of things. They were doing some of the tests for it, I believe, and I just remember Robert came home and he was like, ‘Yep, we decided we just need to shave it.’ He created this balding head,” she says. Then she began to worry he was going too far. “He was losing weight for the role. I was looking at pictures, saying ‘I don’t think that Lewis Strauss is a really skinny, skinny guy.’ Then I saw the movie for the first time—and I’d lived with him through it, I’d seen some stills, and I was like, ‘Oh, my God, I get it now.’ ”

Nolan’s favorite moment of Downey’s performance came at the end of one of those long days, when a defiant Strauss finally reckons with his impending downfall. “There’s just a little moment where he just brings his hand up to his neck and it’s a handheld close-up. In that gesture, you just see into this guy’s soul. You just don’t see actors giving you access to somebody’s raw humanity in that way. And it’s such a tiny little moment. Every time it just gets me,” Nolan says. “It’s a later take in a very long series of takes. He had been through a massive emotional roller coaster every time. And so it’s the natural result of that. You feel sorry for him—in a way that you’re not meant to at all, but you do because you’re seeing somebody who’s humiliated themselves.”

Thomas recalled hosting early test screenings for trusted friends and colleagues during the editing process. Some of them didn’t recognize one of the most recognizable actors on the planet. “We had a number of people watch the film not realizing that it was Robert,” she says. “It really speaks to the transformation, the fact that he really lived that character.”

Living is the key. The “back nine” eventually plays out. Every third act has an ending. The challenge is to make it a satisfying one.

The Downeys like to take long beach walks, where they brainstorm and map out the possibilities ahead. A cascade of personal losses in recent years—Susan’s father, lost to Parkinson’s disease in 2020; Robert’s own father, who succumbed to the same illness a year later; and Downey’s close friend and personal assistant Jimmy Rich, who died in a car accident in 2021—can’t help but weigh on such conversations. The ticking clock becomes ever harder to ignore. “You do say, ‘Okay, well, we only have so many years ahead of us, and so many movies ahead of us, or time with our kids,’ ” Susan says. (They share two children, and Downey has an adult son from a previous marriage.) “I do think you become more intentional.”

Downey has spent his life figuring out ways to be himself, to resist things that distort or distract that reality, while finding perhaps the healthiest way to escape his own head—immersing himself in playing somebody else. With Oppenheimer in his rearview, The Sympathizer finished and awaiting release next year, and everything on hold and in flux as Hollywood grapples with its labor conflict, the future is unclear for the actor. What’s next? That’s the question.

It’s not the last question. Not yet. Downey’s third act has already begun, but where it goes from here is still in development.