The third Deadpool movie was facing certain death. That seemed almost unbelievable, given the immense popularity of the super-sarcastic anti-hero and the fact that the first two films, released in 2016 and 2018, had collectively earned almost $1.5 billion at the global box office. The rude and raunchy R-rated character played by Ryan Reynolds had also delivered a much needed kick in the pants to the comic book movie formula, supplying a dose of irreverent adrenaline and proving that the genre had a robust adults-only audience. Then fate turned against the chatterbox assassin.

The movie literally clawed its way back to existence after Hugh Jackman decided he wanted to resurrect Wolverine and volley insults with Reynolds. During the film's eventual shoot, the pair even honed the comedy with filmmaker Shawn Levy while battling each other on a ping-pong table supplied by Reynolds’s wife, Blake Lively. Getting to that point was a bit rougher than any of them would have expected, however. Deadpool 3—which eventually morphed into Deadpool & Wolverine—came close to being shelved indefinitely, as the actors and director reveal in this new interview with Vanity Fair.

One hurdle arose because the trash-talking Marvel character had originally been licensed to 20th Century Fox as part of the X-Men franchise. (Reynolds’s first appearance as Deadpool was opposite Jackman's ill-tempered bruiser in the studio’s 2009 film X-Men Origins: Wolverine.) When the Walt Disney Company acquired Fox in 2019, fan excitement about X-Men characters appearing in the broader Marvel Cinematic Universe were tempered by worry about how the family-friendly House of Mouse would tolerate Deadpool’s ribaldry and shenanigans.

Marvel Studios wanted to take a shot, however, and Levy, who had previously worked with Reynolds on 2021’s Free Guy and 2022’s The Adam Project, signed on to make the third installment. Levy, coincidentally, had his own history with Jackman, having directed him in the 2011 robot-gladiator movie Real Steel, but a team-up movie with Jackman wasn’t even considered initially, given that the actor had publicly hung up his adamantium claws after the critical and commercial success of 2017’s Logan, which put an emotional and definitive end to the character character. Even Marvel Studios president Kevin Feige had advised Jackman not to tamper with that legacy.

Levy, Reynolds, and a team of writers toiled for months trying to crack a new Deadpool story, but nothing was coming together as they hoped. Out of options, the pair prepared to let it go. Then Jackman came to a decision—after a somewhat intense argument with himself—that Wolverine actually should continue. And so, Deadpool 3 lived—becoming Deadpool & Wolverine, which will debut in theaters July 26. In their own words, here’s how the trio tell the story of the movie's unlikely origin—and the value of having a ping-pong table on set:

On the near-death experience of Deadpool 3

Ryan Reynolds: I felt like I spiritually owed one more, but just trying to figure out what that would be—and how that would come about—took a while. There’s a reason that it’s been six years since the last one. These movies just swallow lives whole. In a normal movie, you work your ass off. But on a movie like this, you forsake a lot of things that you maybe took for granted: sleep, seeing your family, the myth of the present father. There’s a lot of sacrifice. I mean, these are all uptown problems. I have a very intense relationship with the character and the world that character inhabits.

Shawn Levy: Lord knows the world has wanted another Deadpool movie long before I even met Ryan Reynolds and my life changed forever.

Reynolds: Shawn and I were standing on the set of The Adam Project and I had already been talking to Marvel here and there, pitching different ideas—a lot of different ideas. It was hard to find my place in the MCU. It was hard to understand or find my footing, even though I was incredibly reverent of it. And so is Deadpool—a big fan. Ultimately that’s part of what the story became.

Levy: Ryan goes, “I think I would do another Deadpool movie if we would do it together.” I remember Ryan going, “Now, I know you’re going to say no.” And I remember either verbally or in my mind going, “What are you talking about? I’m already a yes.”

Reynolds: We knew we wanted to work together as much as humanly possible until we crawl into a box and turn into skeletons, but I wasn’t totally certain it would be in that Marvel space because it isn’t original IP. We had just made two original movies that worked. So if I was a betting man, or was trying to get into Shawn’s head, I would’ve thought, No, he probably wants to only do original movies. It would technically be a sequel, and there’s a lot of pressure that comes with it.

Levy: No, my response was pretty much a yes. But we had to find the right story. And that led to a really interesting chunk of months where Ryan and I, along with [Deadpool and Deadpool 2 screenwriters] Paul Wernick and Rhett Reese and another writer named Zeb Wells [best known for Robot Chicken and the She-Hulk series], would come up with story ideas and have meetings a couple times a week with Kevin Feige and the team at Marvel.

We frankly struggled to find a story that felt original and non-derivative of the other two Deadpool movies. It had to be deserving of the first Deadpool entry into the MCU, but also feel grounded because this is an earthbound, gritty, realistic superhero franchise. We had fits and starts. And Ryan and I were right at the edge of saying to Kevin, “You know what? Maybe now is not the right moment because we’re not coming up with a story.” And that is the moment when Ryan’s phone rang and it was Hugh calling from his car. And I’ll let Hugh tell that chapter of this story.

Hugh Jackman: [Checks phone to find the date] It was August 15, 2022. I was driving at the start of a week’s vacation from Broadway. [Jackman starred in The Music Man from 2021 to 2023.] The Broadway thing is full-on—we were nine months in, six days a week. When you get a week off, there’s something so miraculous about it and freeing. I was sitting on a beach, not a care in the world, and for some reason, the thought came into my head: What do you want to do? And the first two things had nothing to do with work—then literally, I thought: Deadpool-Wolverine. I want to do that movie. That’s what I want.

Fairly quickly after came another thought: But you’ve already finished with Logan. We stuck the landing. What are people going to think? And I just said to my brain: Stop. That’s what I wanted. Then I had an hour and a half to drive home, and I thought, I’ve got to ring Ryan. I didn’t know where they were in the process, but I actually thought you guys might be about to start filming.

Reynolds: We had a Kevin Feige Zoom meeting coming up. I remember it as the same day.

Jackman: I rang straight away, because for some reason I’m like, I can’t wait 20 minutes. Normally, 20 minutes isn’t going to matter, but weirdly, it sort of did. I said, “I want to do this movie. I know it in my bones. I know it in my gut.” And Ryan said, “I can’t believe the timing because we were about to have a meeting and I’m not sure where we’re at.” You guys should probably pick up from there.

Reynolds: On the Zoom with Kevin, we just cut right to the fucking chase. We said, “Look, this call just came in. I feel like we’d be idiots to look this gift horse in the mouth and ignore it. This is a one in a billion chance. I really feel like this is what we’ve been looking for.”

Jackman: I instinctively knew that Deadpool was going to allow us to get to a different side of the [Wolverine] character than I’ve ever played before, in every way, from emotion, humor, dialogue, and action. Everything felt new and fresh to me. And I’d be sharing it with Ryan and Shawn, who are two of my best friends. The three of us together are like the Three Amigos. There was not a day where I wasn’t in tears laughing. I felt so rejuvenated playing the part. I mean, I’m 25 years in, man, and it feels better than ever.

Levy: It’s why those ping-pong photos are our personal favorites. For the three of us, those photos are treasures. They captured the spirit of this shoot. It was very hard work, but it was fun every day because we were doing it with buddies.

On fitting Deadpool & Wolverine into the broader Marvel Cinematic Universe

Reynolds: Initially, we had a very loose idea of how we would bring Wolverine back in ways that don’t necessarily interact or interfere with Logan and that legacy. I know Kevin, like Shawn and I and Hugh, were all very concerned about that. We really needed to protect that and still allow us to tell the most full-throated Wolverine story we could ever imagine, which for us was just a huge nerve-wracking privilege.

Levy: The legacy of Logan as a movie and a character means a lot to Hugh, of course, but to Ryan and Kevin and me as well. Is there an awareness of that legacy within the movie as well? The answer is yes. And that’s another way to protect it.

Jackman: I did send an exceedingly long voice note [with story ideas], which might’ve had about 10 seconds of something worthwhile in there. But these guys really did the work.

Levy: So many actors come into a Deadpool movie and they’re like, “Great, I get to talk to the camera and break the fourth wall.” We’re like, “No, no, no. There actually is a system here.” And that keeps Deadpool’s tone unique to him.

Reynolds: There are rules. Very specific rules. You would diminish stakes in the film if everyone—or even anyone else—was also aware of the fourth wall or any kind of meta aspect. Deadpool is the only character who has that ability to do that. If everyone did that, then you would no longer invest in that character as much. You really want to believe that the villain is a villain. You really want to believe that your costar’s character is true as well. Deadpool can undermine that—and does undermine that—because you don’t want the audience to take him as seriously.

Jackman: I made the same mistake—day one. I made the suggestion and it was like, “Yeah…” [Winces.]

Reynolds: I always feel like an absolute dick when I’m trying to explain: I need people as invested as humanly possible in every other character while knowing that only Deadpool is the unreliable narrator.

Jackman: Ryan beautifully describes Deadpool’s brain as a half-baked omelet. And so, whatever he’s doing—talking to a camera, to Wolverine—it’s just another layer of annoying crap that I’ve got to put up with. Who knows what the hell he is doing? But it’s just another excuse to punch him in the face.

Levy: Hugh’s performance gives the movie a gravitas and a raw, soulful quality that is unbelievable, and I can’t say much more without spoiling it. It’s among the things that differentiate the movie from prior X-Men or Deadpool movies. The duo differentiates it. The fact that Logan is with a comedic engine for the entirety of the movie changes everything.

It’s like Logan is strapped to the hood of a Ferrari doing 120 down the Autobahn. Ryan and I were looking for, well, how do we stay true to Logan being largely nonverbal, gruff, and laconic? How might he use words in a different way in this movie? As Ryan says, both characters are haunted with regret, and that connection evolves even though they’re at each other’s throats.

Jackman: Every family has a Deadpool in it somewhere. And every family should have another member who is not afraid to punch that person in the face.

Reynolds: You can say her name. It’s Blake.

On the heightened sensitivities around shock humor

Levy: Deadpool has transgressive DNA. He’s still an equal opportunity offender, but it’s all done with the same cultural awareness and fluency that both Ryan and the character of Wade Wilson have. We didn’t make a more careful Deadpool movie. It’s as aware of the culture and as aware of being in a movie as the character always has been.

Reynolds: If you’re looking at the Venn diagram or the overlap of these two characters, as vastly different as they are, the thing they have most in common is shame. They both live in this violent shame cycle. Deadpool’s a very verbose character. He’s very feminine and kind of open and childlike. And putting that next to a character whose archetype is very Clint Eastwood creates something pretty interesting.

Jackman: In all of the times I’ve played Wolverine, I’ve always ad-libbed at some point. He’s often written very sparsely and I’ll just try different things. For the first time ever, I had a fellow actor and a director who are writers, who are comically brilliant, who cared about this character as much as I did, who would say, “What about this…?” It’s a really difficult thing to do to an actor, but I would say, “I fuckin’ love that! Give me a line reading…” And they’re in it. That’s the new element that I haven’t had before.

Levy: This friendship between the three of us also made the movie better. You’re not embarrassed to try weird, dumb shit. And some of it is going to fail. Some of it doesn’t work. But if you’re comfortable failing in front of your buddies, you’re also going to be comfortable trying stuff that will be inspired.

Reynolds: And boy, did we play some ping-pong.

Jackman: It gets you out of your head, it wakes you up.

Reynolds: Speaking of Blake, that’s the real reason these ping-pong photos came about. She and I have a bunch of these prints of actors playing it on their sets. We’ve got Newman and Redford in Durango, Mexico, during the shooting of Butch Cassidy and the Sundance Kid. We’ve got Jimmy Stewart and Henry Fonda, I think in the ’30s. We have Olivia de Havilland playing ping-pong, Ronald Reagan and Jane Wyman playing. Joan Crawford. So Blake sent the ping-pong table to Pinewood Studios.

Jackman: I’ve just built a Murphy bed, and you open the Murphy bed by pulling on the frame of our photo. So I had to get it a reinforced frame. It looks like a wall with this photo and you pull it and out comes the bed.

Reynolds: And when the Murphy bed comes down, there’s a dead drifter in there, which is super, super, super dark.

Jackman: Or Ryan is just lying there.

Reynolds: Or I’m just lying there, yeah, with my legs crossed, like Burt Reynolds—Cosmopolitan style. Half-smoked cigarette, ashtray, and nude as the day as I was born.

This conversation has been edited and condensed for context and clarity.