 Captain America : The First Avenger began as a concept in 1997 and was scheduled for distribution by Artisan Entertainment . However , a lawsuit , not settled until September 2003 , disrupted the project . In 2005 , Marvel Studios received a loan from Merrill Lynch , and planned to finance and release it through Paramount Pictures . Directors Jon Favreau and Louis Leterrier were interested in directing the project before Johnston was approached in 2008 . The principal characters were cast between March and June 2010 . Production of Captain America : The First Avenger began in June 2010 , and filming took place in London , Manchester , Caerwent , and Liverpool in the United Kingdom , and Los Angeles in the United States . The film was converted to 3D in post @-@ production . 
