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Johansson and Downey wear the hottest threads in <i>Iron Man 2</i>, out May 7.
Johansson and Downey wear the hottest threads in Iron Man 2, out May 7. / Courtesy of Marvel


The season's hottest duo has arrived.

The stars of Iron Man 2, the comic book movie sequel opening May 7, are here at a downtown Manhattan studio for their USA WEEKEND Magazine cover shoot.

"There's a lot of really kinetic energy between these two characters," says Johansson, 25, of her Black Widow's mysterious relationship with Downey's Iron Man, aka Tony Stark.

And the actors have chemistry, too, as is apparent during our shoot. Johansson has no problem looking seductive while slinking over a seated Downey, 45, as the photographer snaps away. But don't expect to see the actress cooing over him in the movie. "I'm not like sitting around pursing my lips and purring," she says. "It's not just a 'You're sexy, I want to get in your pants' kind of thing. There's a real connection between them."

The two also developed a mutual admiration society while dealing with their superhero outfits. Downey was impressed by how Johansson dieted and got into shape - or, as he puts it, went from 'not being some hard-body action [heroine]' to Iron Man 2's spy girl Black Widow, in a bright red wig and skintight black leather.

"I just was happy that there was no seam-ripping or anything like that," Johansson says. "I could actually function in the suit. Even as [director] Jon Favreau ate slice after slice of pepperoni pizza right next to me, and I was like, "Just breathe on me, why don't you?' "

Downey says she slimmed down so much that he'd often ask what was on her mind. "She was like, 'A fat burger. What do you think is on my mind?!' "

On Downey's feet during our photo shoot are those same sneakers he sported when he arrived, while Johansson dons an array of knockout dresses, from polka-dot chic to a sultry red number. Downey also is particular about his background music: "Would someone turn that off?" he shouts, clearly not wanting to hear Coldplay. "It sounds like a dirge." But when a stylist cranks up The Clash, the actor comes alive, mugging for the camera and trading quips with his co-star.

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Since the release of 2008's blockbuster Iron Man, Downey has become a geek god of sorts for kids who like the bulky superhero suit. "Tony's suit is in many ways the coolest thing about Tony," he says. "Looking cool in the suit is another game entirely. Often I felt like a kid who just got a haircut and was dressed up in a little Brooks Brothers suit preparing for a bar mitzvah. It was so uncomfortable."

Johansson empathizes. "It's such a bizarre thing," she reasons, while resting on a couch with Downey. His comely co-star recalls days when Downey arrived on set as a knight in oh-so-shiny armor. "I'd look over, and it was like,'Oh, my God, you look like a Christmas tree!' "

Cover and cover story photographs: Timothy White, Stockland Martel for USA WEEKEND. Johansson's Dress on cover by Dolce and Gabbana; Her dress inside by Victoria Beckham Collection. Downey Jr.'s suit, shirt and tie on cover by Bottega Veneta; his wardrobe inside by Z Zegna. Styling For Johansson: Hair by Duffy, Tim Howard Management; Make-up by Gianpaolo, See Management; Wardrobe by Annabel Tollman, Magnet. Styling For Downey Jr.: Grooming by Davy Newkirk, Tracey Mattingly; Wardrobe by Sam Spector, Stockland Martel; Iron Man 2: Courtesy of Marvel.

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