Following the phenomenon that was Joss Whedon’s The Avengers (2012), Marvel was ready to kick off the next phase in their elaborate scheme for world domination. The Marvel Cinematic Universe had indeed caught on with mainstream audiences in a big way since the initial release of Iron Man (2008). Robert Downey Jr. and Chris Evans had been successfully established as leading man figureheads of the MCU, along with an abundance of bench players equally capable of holding their own on screen. By quietly introducing Infinity Stones during the first phase of the MCU, along with a post-credit sequence at the end of The Avengers revealing Thanos, Marvel was dropping breadcrumbs hinting at where this story would be leading years down the line.

With Phase Two, Marvel would further expand upon characters introduced in the first phase, while also bringing in new characters and actors to the fold. Captain America, Thor and Iron Man would all get more sequels, along with rallying them together for another Avengers film. Beyond that, audiences would become enamored with new additions in Guardians of the Galaxy and Ant-Man. Spanning over a much more condensed three year period, as Marvel now fell in a groove of releasing two films a year, Phase Two was a bit of an awkward transitional period for the MCU. It was clear that they had learned lessons from their early entries and were taking logical steps in becoming more epic in scale while also being more emotionally resonant, yet at times the films appeared to suffer from the ramped up timeline and feeling like meaningless television episodes. This is a problem that has come up in recent years as well, but it felt particularly pronounced during Marvel’s second phase as they found their footing and learned smarter ways to build upon the mythos of the MCU. Because of this, while Phase Two provided a couple of the MCU’s biggest bumps, it was also fundamentally essential in bridging the gap towards Endgame.

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Iron Man 3

• U.S. Release – May 3, 2013
• Director – Shane Black
• Starring – Robert Downey Jr. as Tony Stark (Iron Man)
• Villains:Guy Pearce as Aldrich Killian
• • Ben Kingsley as Trevor Slattery (Mandarin)
• Support:Gwyneth Paltrow as Pepper Potts
• • Don Cheadle as Colonel James Rhodes (Iron Patriot)
• • Rebecca Hall as Maya Hansen
• • Jon Favreau as Happy Hogan
• • Paul Bettany as Jarvis
• • Ty Simpkins as Harley Keener

By the time of Iron Man 3‘s release, Robert Downey Jr. had become one of the biggest movie stars in the world. Not only had he kicked off the Marvel Cinematic Universe five years prior with the original Iron Man, he followed it up with the direct sequel in Iron Man 2 (2010) and headlined what was at that time the third highest grossing film of all time in the United States with The Avengers. Coming off that high, Disney (who had just distributed their first Marvel film with The Avengers) made a bold choice in selecting Shane Black to direct their next Iron Man film. At the time he only had one directing credit in Kiss Kiss Bang Bang (2005). This was something that Marvel has used to great effect, bringing in a director with small-time success and letting them play in the big leagues. For Black, this meant imbuing the film with his crude sense of humor. Luckily for all of us, he had the right players to make everything he was going for work. His witty and pattering dialogue fit the likes of Downey, Cheadle, Paltrow, and Favreau to a tee. He was constantly subverting the audience’s expectations, seemingly trolling the Marvel fanboys, especially with the use of Ben Kingsley as Mandarin. The film also succeeded in making Tony Stark more human with faulty qualities. A big focus here was on his post-traumatic stress following the events of The Avengers and the assault on New York. Here, we see Tony reckon with the idea that he may be causing more harm than good. This is a theme that would carry through for Tony into Age of Ultron and Civil War.

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Thor: The Dark World

• U.S. Release – November 8, 2013
• Director – Alan Taylor
• Starring – Chris Hemsworth as Thor
• Villain – Christopher Eccleston as Malekith
• Support:Natalie Portman as Jane Foster
• • Tom Hiddleston as Loki
• • Anthony Hopkins as Odin
• • Jaimie Alexander as Sif
• • Zachary Levi as Fandral
• • Idris Elba as Heimdall
• • Rene Russo as Frigga
• • Kat Dennings as Darcy Lewis
• • Stellan Skarsgård as Erik Selvig

Thor: The Dark World was the first example of a clear step in the wrong direction for Marvel. In it, the movie would hammer home the idea of Marvel’s faceless villain problem, featuring their blandest antagonist yet. Beyond that, the film also faced problems like Natalie Portman appearing to want to be anywhere but this movie and a clunky balancing act between the events on Earth and the more fantastical elements on Asgard and elsewhere. Tom Hiddleston once again was able to be a shining light in the darkness of this movie with his portrayal of Loki, but the creators still clearly hadn’t yet found the right tone for Thor and his peers. Like the first film, this movie takes itself far too seriously for its own good and it fails to deliver any of the emotional heft that it seeks. Watching this now, it is good to know that they have since course-corrected Thor’s character to be much more of a comedic figure, tailoring him to fit Hemsworth’s persona. As it relates to the Marvel Cinematic Universe, Thor: The Dark World is absolutely one of the most inconsequential entries.

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Captain America: The Winter Soldier

• U.S. Release – April 4, 2014
• Director – Anthony & Joe Russo
• Starring – Chris Evans as Steve Rogers (Captain America)
• Villains:Sebastian Stan as Bucky Barnes (Winter Soldier)
• • Robert Redford as Alexander Pierce
• Support:Samuel L. Jackson as Nick Fury
• • Scarlett Johansson as Natasha Romanoff (Black Widow)
• • Anthony Mackie as Sam Wilson (Falcon)
• • Cobie Smulders as Maria Hill
• • Frank Grillo as Brock Rumlow (Crossbones)

Captain America: Winter Soldier was our introduction to the craftsmanship of Joe & Anthony Russo, taking their first foray into blockbuster material after having been very successful with the hit NBC series Community. With this movie it became very clear that they were ready for the big time. Winter Soldier packs a bigger punch than any of the films that proceeded it. The action setpieces here are better than ever before, with the direction of the Russo brothers deliberately making it so the audience can feel the impact of every punch. Samuel L. Jackson and Scarlett Johansson are both given the most material they’ve had to work with thus far in the MCU as they are the two main supporting here, with Chris Evans leading and really taking on the form of Steve Rogers in the iconic way we know today. Anthony Mackie is also introduced as Captain America’s right hand man Falcon, and the chemistry between the two of them is fantastic. Finally, as someone who owns and has read Ed Brubaker’s Captain America: Winter Soldier series, I have to say that this is a tremendous adaptation that story. Sebastian Stan embodies the character and is a terrifying presence. All things considered, this is both the peak of the MCU and a turning point for the franchise.

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Guardians of the Galaxy

• U.S. Release – August 1, 2014
• Director – James Gunn
• Starring:Chris Pratt as Peter Quill (Starlord)
• • Zoe Saldana as Gamora
• • Dave Bautista as Drax
• • Vin Diesel as Groot
• • Bradley Cooper as Rocket Raccoon
• Villain – Lee Pace as Ronan the Accuser
• Support:Michael Rooker as Yondu Udonta
• • Karen Gillan as Nebula
• • Djimon Hounsou as Korath
• • John C. Reilly as Corpsman Day
• • Glenn Close as Nova Prime
• • Benicio Del Toro as The Collector

The success of Guardians of the Galaxy was a game-changing time for the Marvel Cinematic Universe. At the time, it was a big risk and many thought it could be the studio’s first major flop. Instead, it turned into a cultural phenomenon in a way that none of their movies had been before. Chris Pratt took the lead at the perfect moment, capitalizing on his popularity from Parks & Recreation. Dave Bautista also made a name for himself here, and the collective group was able to become Marvel’s A-Team seemingly overnight. What it also did for Marvel was expanding its universe. While we had already played with Thor’s world of Asgard (with middling results), Guardians was the first time science-fiction was really felt in the universe in a big way. This would become ever more prescient in Phase Three. Lastly, it can’t be understated the effect James Gunn’s writing and direction had on the experience. His smooth 1970’s & ’80s sensibilities are laced into the fabric of this film, and while he wasn’t able to recapture that magic in Vol. 2, this first installment lives on as one of the best and most memorable cult hits of the decade.

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Avengers: Age of Ultron

• U.S. Release – May 1, 2015
• Director – Joss Whedon
• Starring:Robert Downey Jr. as Tony Stark (Iron Man)
• • Chris Hemsworth as Thor
• • Mark Ruffalo as Bruce Banner (Hulk)
• • Chris Evans as Steve Rogers (Captain America)
• • Scarlett Johansson as Natasha Romanoff (Black Widow)
• • Jeremy Renner as Clint Barton (Hawkeye)
• • Aaron Taylor-Johnson as Pietro Maximoff (Quicksilver)
• • Elizabeth Olsen as Wanda Maximoff (Scarlet Witch)
• • Paul Bettany as Jarvis (Vision)
• Villain – James Spader as Ultron
• Support:Samuel L. Jackson as Nick Fury
• • Don Cheadle as James Rhodes (War Machine)
• • Cobie Smulders as Maria Hill
• • Anthony Mackie as Sam Wilson (Falcon)

For many, Age of Ultron marked the first time in the MCU where extreme disappointment crept in. Joss Whedon returned to direct after the success of The Avengers, but the reception wasn’t as overwhelmingly positive here. Much of that can be attributed to the inclusion of Wanda and Pietro Maximoff, twin mutants from the comics (supposed children of Erik Lensher aka Magneto), but here they are shoehorned in as genetically modified lab experiments. They don’t add anything productive to the film and take away screen time from the characters we have already grown to love. Further, Whedon’s humor doesn’t hit nearly as frequently as it did originally and instead feels incredibly forced and tacky. There are some shining moments spread throughout of course, but by the last 45 minutes of the third-world city floating in the sky and epic CGI nonsense haphazardly being thrown around, any semblance of a cohesive and satisfying film has fallen by the wayside. At least we have the creepy performance of James Spader as Ultron to hang our hats on. His first appearance is a really great moment. We also can’t forget Hulk and Black Widow’s budding romance, which is weird but… not terrible? Marvel clearly learned some lessons from this film, however they weren’t necessarily channeled into something better.

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Ant-Man

• U.S. Release – July 17, 2015
• Director – Peyton Reed
• Starring – Paul Rudd as Scott Lang (Ant-Man)
• Villain – Corey Stoll as Darren Cross (Yellowjacket)
• Support:Michael Douglas as Hank Pym
• • Evangeline Lilly as Hope van Dyne
• • Bobby Cannavale as Paxton
• • Anthony Mackie as Sam Wilson (Falcon)
• • Judy Greer as Maggie Lang
• • Abby Ryder Fortson as Cassie Lang
• • Michael Peña as Luis
• • David Dastmalchian as Kurt
• • T.I. as Dave

Just two months after the release of Age of Ultron, Marvel shifted our attention towards a much smaller scale. Ant-Man brings Paul Rudd’s comedic flair into the MCU. The film, having been developed for years by Edgar Wright before being handed off to Peyton Reed at the last minute to direct, was met with a modest amount of positivity from both critics and fans alike. The more traditional narrative and miniature scale proved to be a much needed breath of fresh air for the MCU and provided audiences with a couple hours of laughs and excitement. The supporting cast put together was surprisingly strong, with Evangeline Lilly and Michael Douglas doing a lot of heavy lifting and Michael Peña, T.I., and David Dastmalchian combining to be a hilarious trio we can’t get enough of. This was the first time it started to become clear that maybe the magic in these Marvel movies was better felt in the smaller, more grounded installments rather than their stuffed-to-the-brim epics. A lot of the notes this movie hits are built upon in Ant-Man’s solo outing of Phase Three.

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The second phase of Marvel’s cinematic universe sought to build upon the foundation they had established in the first five years of the franchise’s construction, while also laying out more breadcrumbs in their fully formed plan for what is now known as the “Infinity Saga.” Characters were given more depth and stronger material, stronger actors and actresses were given roles in the universe, and of course the action got more grandiose than ever before. At the culmination of all this in 2015 with Age of Ultron and Ant-Man, it became very clear to all of us that Marvel was going to be in our lives for a very long time. Sure, they didn’t strike gold with every film; far from it. They did, however, succeed in building their audience and gearing them up for what would be a full takeover of the box office in the years to come.