Click here for Part One of our MCU breakdown!
Phase Two picks up after the events of ‘The Avengers’ and re-focus back on their individual adventures before they reform in ‘Age of Ultron’. We also get introduced to some new characters as the cosmic side of things starts to take center stage. The timeline also gets a little nebulous here as these events take place roughly around the same time in different corners of the universe.
We also decided to include the Netflix Marvel shows on our list since they are tangentially related and according to rumors may still end up impacting upcoming MCU films and shows. Before we jump in though, we need to give a massive *spoiler warning* for anyone new to the MCU because most of these movies have some pretty big twists, so proceed with caution…
THOR: THE DARK WORLD (2013)
Thousands of years ago, Odin’s father (Bor) wiped out legions of Dark Elves led by Malekith the Accursed (Christopher Eccleston) on their home world: Svartalfheim aka ‘The Dark World’. Eons later, Malekith reawakens to continue his quest to unleash The Aether (one of the six infinity stones, alongside the Tesseract – see Phase One), which would consume all Nine Realms in eternal darkness!
Meanwhile, after the events of “The Avengers” – Loki is in prison on Asgard (for his attack on Earth), Thor is busy bringing peace to the realms (with the help of Sif and the Warriors Three), Dr. Jane Foster (and her intern, Darcy) are in London studying strange readings, and Professor Erik Selvig is in an insane asylum with Stan Lee (thanks to Loki’s scepter scrambling his brains).
It turns out that a Convergence between the realms is imminent, and Malekith intends to use this to his advantage in his revenge against Odin. Thor is reunited with Jane Foster when she encounters a strange phenomenon that leads to her becoming infected with The Aether. As a result, Thor is forced to bring Jane Foster back with him to Asgard to try and figure out how to separate her from the mysterious dark matter substance. Jane meets Thor’s parents, Odin and Frigga. Malekith’s plan to recapture the Aether is set into motion when one of his soldiers stages a prison break beneath Asgard. Thor goes to put down the rebellion, Heimdall attempts to thwart the Dark Elves sneak attack, and Frigga gives her life defending Jane from Malekith! As Malekith escapes, Thor scars half his face with a lightning bolt.
Thor is ultimately forced to join forces with his brother, Loki in order to find the Dark World and save Jane. During the confrontation, Loki seemingly betrays Thor to Malekith, but it turns out to be an illusion. Loki is killed during the ensuing fight (but spoilers for the end – this too turns out to be an illusion) and the Dark Elves manage to capture the Aether after separating it from Jane Foster. Thor, Jane, Darcy, and Erik Selvig regroup on Earth where they work together to stop Malekith’s evil plans of conquering the universe.
The end credits tease a new character: The Collector (Benicio Del Toro), who agrees to keep the Aether under his protection for the Asgardians. “One down, five to go…”
IRON MAN 3 (2013)
Directed by Shane Black, “Iron Man 3” gave us one of the biggest twists in the MCU, and really laid the groundwork for where the franchise was going next, while wrapping up some threads to where it all started.
Flashback to New Year’s Eve of 1999 – a young, brash, and egocentric Tony Stark is living large at a tech summit in Bern, Switzerland (where he first met Yensin, the man who saved him in Afghanistan – see “Iron Man”). He also meets Aldrich Killian (Guy Pierce), an entrepreneur with a new start up called AIM – Advanced Idea Mechanics. Tony inadvertently makes a life long enemy when he disregards Killian and leaves him alone on the roof, while also ditching out on his girlfriend, Maya Hansen (Rebecca Hall), a brilliant scientist in her own right, working on a biological rejuvenation technology with a very dangerous side effect…
Back in the present (around Christmas time, 2012) – Tony Stark is still struggling with severe anxiety in the aftermath of the Battle of New York (see “The Avengers”), he’s become obsessed with trying to prepare for the next big threat and protecting Pepper and Happy by pouring all his resources into developing new Iron Man suits, including his latest rendition: the Mark 42 – a suit that he can control remotely and even call to him piece-by-piece on command. Meanwhile, Rhodey (War Machine) has been rebranded by the US government as ‘Iron Patriot’, and the Ten Rings terrorist group (from the first movie) has resurfaced under a new mysterious leader known as “The Mandarin”! (Ben Kingsley)
Happy Hogan ends up in the hospital after tailing one of Aldrich Killian’s guys, because he’s worried about Pepper. The Mandarin takes credit for the bombing at the Chinese Theater in LA where Hogan was injured. Tony takes it personal and calls out the Mandarin on live TV. Soon after, his Malibu home is destroyed during an attack by a whole squad of mercenaries! During the chaos, Tony uses his new suit to protect Pepper. Pepper and Maya Hansen barely manage to escape, believing that Tony was killed in the attack.
Tony ends up in Montana with a broken down suit and decides to go off the grid to get back at the Mandarin. With the help of a young boy, Tony manages to recharge his suit and tracks down the Mandarin’s broadcast signal to Miami, Florida, where he infiltrates the Mandarin’s secret base with an arsenal of ‘Home Alone’ style gadgets and discovers that “The Mandarin” was really just a British actor named Trevor, working for Aldrich Killian! It turns out that AIM has secretly been developing a project called Extremis allowing them to turn veterans into human weapons using Maya Hansen’s research. Aldrich kidnaps Pepper Potts, while his men steal Rhodey’s ‘Iron Patriot’ suit and then use it to hijack the President aboard Air Force One!
After remotely piloting the Mark 42 to save the other passengers aboard Air Force One, the suit is destroyed. Tony and Rhodey team up once again to stop Killian from killing President Ellis on live TV (on a Roxxon Corp oil rig) as part of his convoluted ‘Mandarin’ propaganda plot. With JARVIS’s help, Stark manages to remotely call on dozens of his backup Iron Man suits during the fight against Killian and his Extremis soldiers. Rhodes saves the President, while Tony attempts to save Potts from Killian. After being injected with Extremis, Pepper seemingly falls to her death and after a brutal fight, Tony commands one of his suits to self destruct on Killian. In a surprise twist, Killian survived the explosion, but in a subsequent reveal, Pepper also survived the fall and uses her new-found powers to land the killing blow!
As a show of his commitment to Pepper, Stark orders JARVIS to destroy all the remaining Iron Man suits, he finally decides to undergo surgery to remove the arc reactor and shrapnel from his chest, and ultimately realizes that with or without the suits, he will always be Iron Man.
In the post credit sequence it’s revealed that Tony’s monologue throughout the movie was actually an impromptu ‘therapy session’ with Bruce Banner who says “I’m not that kind of doctor.”
Marvel One Shot: “ALL HAIL THE KING”
Following the events of “Iron Man 3”, Trevor Slattery (Ben Kingsley) – the actor who portrayed “The Mandarin” – is in prison for his connection to AIM’s terrorist plot. A documentary filmmaker shows up to interview him about ‘The Ten Rings’ – who eventually reveals that he’s a member of the Ten Rings, working for the real ‘Mandarin’…
We also get a pretty hilarious look at a cancelled Miami Vice inspired pilot from the 80’s called “Caged Heat” – where Trevor plays a KGB cop with a pet monkey?! (and a quick cameo from Justin Hammer in the end credits)
Agents of S.H.I.E.L.D.
Agents of SHIELD Season 1 takes place concurrently with Phase 2 of the MCU with tie-ins to each of the movies as they came out, but if you’re watching through for the first time, we highly recommend you watch the first 16 episodes *before* ‘Winter Soldier’ (the next movie on the list) and then pick up with Episode 17 after – which takes place during the events of that movie, because there’s a pretty massive plot twist that changes everything from then on as we’re about to get into.
Note: The following seasons have other crossovers with the events of ‘Age of Ultron’, ‘Captain America: Civil War’, ‘Infinity War’, ‘The Inhumans’, and more. Season 4 even introduces the Robbie Reyes version of Ghost Rider!
CAPTAIN AMERICA: THE WINTER SOLDIER (2014)
“The Winter Soldier” was the first MCU movie directed by the Russo Brothers (who would later go on to direct ‘Civil War’, ‘Infinity War’, and ‘Endgame’), and is arguably one of the best entries in the entire franchise!
Following the events of “The Avengers”, Steve Rogers (aka Captain America) is still acclimating to modern life as a man out of time, living in Washington DC. Steve meets and becomes friends with a pararescue veteran, Sam Wilson (Anthony Mackie). Cap teams up with Black Widow on a SHIELD stealth mission to stop a group of French terrorists, led by a super soldier called Batroc. Afterwards, Steve debriefs with Nick Fury at the Triskelion (SHIELD headquarters), where it’s revealed that SHIELD is building a new fleet of advanced helicarriers as part of “Project: Insight”.
Steve is more than a little skeptical over Fury’s methods, arguing that they’re trading freedom for security, “This isn’t freedom, this is fear”. After, Fury brings up some concerns to the head of SHIELD, Alexander Pierce (Robert Redford), he is suddenly ambushed on the road by a group of mercenaries disguised as police before being attacked by a mysterious assailant with a metal arm: The Winter Soldier! An injured Fury attempts to warn Steve at his apartment that SHIELD is compromised. Following Nick Fury’s *apparent* death, Steve is called to meet with Pierce, but it ends up being a trap when Rogers is branded a fugitive and has to fight his way out of the Triskelion!
Steve and Natasha go off the grid on the run, attempting to clear Fury’s name and get to the bottom of the conspiracy, eventually leading them to a military base in New Jersey, where Rogers first trained in the 40’s, where they find a secret underground bunker housing a massive retro-super computer. The Artificial Intelligence comes to life and reveals itself to be the consciousness of Arnim Zola, the Hydra scientist who worked for the Red Skull (see “Captain America: The First Avenger”). In one of the craziest twists in the entire MCU, Zola reveals that SHIELD had recruited him after World War II and that he secretly used his position to infiltrate and rebuild Hydra within SHIELD! Using SHIELD’s resources, and their top assassin: ‘The Winter Soldier’, Hydra has been manipulating world events for decades and Project: Insight is their masterplan to conquer the world once and for all…
Cap and Black Widow recruit Sam Wilson (aka ‘The Falcon’) to help them stop Alexander Pierce’s scheme. After interrogating a double agent, they’re attacked again by The Winter Soldier! During a fight on a highway, in another mind-blowing twist, it’s revealed that the Winter Soldier is in fact Bucky Barnes! – Steve’s buddy from WWII who he thought died in “The First Avenger”! Turns out that Bucky was brainwashed by Hydra and turned into a super soldier by Zola and then cryogenically frozen between assassination missions over the past several decades. Steve, Sam, and Natasha are captured by SHIELD, then rescued by Agent Maria Hill and brought to a secret base where (surprise!) Nick Fury is still alive after faking his own death to get Pierce off his back. (This is really starting to become a trend.)
Cap, Black Widow, and Falcon suit up to lead an assault on the Triskelion before the helicarriers can launch Project: Insight. During the fight, Black Widow reveals herself to Pierce, disguised as one of the World Security Council members right before Fury arrives on the scene to help her leak Hydra’s plans to the world. With Falcon’s help, Cap is able to take back control of 2 of the carriers, leading to a final confrontation between Cap and Bucky on the third helicarrier, with Steve desperately trying to get through to his old friend. The helicarrier ultimately crashes into the Triskelion and Rogers falls into the Potomac River where Bucky snaps to and saves him before disappearing. The movie ends with SHIELD in disarray, Hydra on the run, Fury going off the grid, Black Widow facing her past, and Sam deciding to help Steve track down Bucky.
And then we get a post credits scene where Hydra scientist, Baron von Strucker, is in a secret lab overseeing experimentation on the Mind Stone – from Loki’s scepter (another Infinity Stone?!) – and a pair of twins with strange superhuman abilities…
GUARDIANS OF THE GALAXY (2014)
Directed by James Gunn, with a killer soundtrack of classic rock and roll hits, “Guardians of the Galaxy” introduces Peter Quill aka “Star Lord” (Chris Pratt) as a kid from the 80’s who joined up with Yondu (Michael Rooker) and his crew of space pirates, the Ravagers, eventually growing up to become a space-faring tomb raider – who carries a Walkman complete with a stellar mixtape (left to him by his mom), one of his only remaining connections to the Earth he left behind.
Peter Quill finds a mysterious orb on a strange alien world (Morath) before being ambushed by a group of Kree warriors working for Ronan the Accuser (Lee Pace). Ronan is working with the daughters of Thanos, Gamora (Zoe Saldana) and Nebula (Karen Gillan), in his personal crusade against the planet Xandar and the Nova Corps.
Meanwhile, on Xandar, Rocker Racoon (Bradley Cooper), a literal talking racoon / mercenary with a large gun, and Groot, a humanoid tree creature who’s only vocabulary is “I Am Groot” are after a bounty on Peter Quill who is suddenly attacked by Gamora, who tries to steal the orb from him, before all four of them are arrested by the Nova Corps and eventually sent to a galactic prison called ‘The Kyln’, where they meet Drax the Destroyer (Dave Bautista).
Drax attempts to kill Gamora, because Ronan killed his family, but the crew eventually works together to escape on Peter’s ship, ‘the Milano’ after Gamora explains how she’d planned to betray Ronan and her father and knows someone willing to buy the Orb. They head to “Knowhere” (a space station built out of the remnants of a Celestial head) where they meet with The Collector!
We learn from the Collector that Thanos has sent Ronan after the orb, because it contains a powerful Infinity Stone (one of six), shortly before one of the Collector’s servants seizes the Power Stone for herself and is obliterated by it! In the ensuing chaos, Ronan’s troops attack and the crew barely manages to escape, but in the process Nebula captures the stone for herself, while Star Lord and Gamora are rescued by Yondu and his crew of Ravagers.
The ragtag crew is eventually reunited and decide that they need to stop Ronan from using the Infinity Stone to lay waste to Xandar. They join forces with the Nova Corps fleet and the Ravagers to stop Ronan’s ship, the Dark Aster. During the battle, Ronan wipes out the Nova fleet, Gamora faces off against Nebula, Rocket takes down the Dark Aster with his ship and Groot sacrifices himself to save his friends, while saying, “We are Groot”.
The remaining “Guardians of the Galaxy” (Peter Quill, Rocket, Gamora, and Drax) confront Ronan, but before he can harness the power of the stone to destroy Xandar, Peter distracts him with a “dance off” long enough for Rocket to attack! Peter grabs the stone, but he’s unable to handle it’s power. Before it can vaporize him, his friends grab him by the hands and the four of them are able to control it long enough to use it against Ronan, annihilating him!
The Guardians give Yondu the orb as promised, but secretly swapped out the Power Stone and instead turned it into the Nova Corps. Before they fly off on another adventure, we learn that Peter is actually only half human and his father was an ancient alien being of some unknown origin. Meanwhile, Rocket recovered a single twig left behind by Groot, he plants it and it slowly begins to grow into a new (dancing) Baby Groot!
GUARDIANS OF THE GALAXY – VOL 2 (2017)
In “Vol 2”, the ‘Guardians of the Galaxy’ (Star Lord, Gamora, Drax, Rocket, and Baby Groot), not long after the events of the first movie, are on a mission to stop an interdimensional creature for the Sovereign, in exchange for the recently captured Nebula. After Rocket insults them and steals from them, the crew finds themselves under fire by a Sovereign drone fleet!
Their badly damaged ship crashlands on a planet after being saved by a mysterious bearded man calling himself Ego (Kurt Russell). Long story short, Ego reveals himself to be Peter’s father and goes on to explain that he’s an ancient celestial being: a sentient planet who created a humanoid avatar who then fell in love with Peter’s mom back on Earth. The crew splits up with Star Lord, Gamora, and Drax joining Ego and his empathic assistant, Mantis (Pom Klementieff), as they journey to Ego’s homeworld.
Meanwhile, Rocket and Baby Groot are captured by the Ravagers, Nebula is freed, and a mercenary calling himself “Taserface” (lol) leads a mutiny against Yondu. It’s revealed that Ego hired Yondu to bring Peter to him as a boy, but he ultimately refused after realizing that Ego was evil. Yondu, with the help of Rocket and Baby Groot retake the ship and head to save Quill and his team from Ego!
Back on Ego’s planet, Drax bonds with Mantis, while Nebula attacks Gamora, the two duke it out before eventually coming to a stalemate and also soon discover Ego’s sinister nature. Unaware, Star Lord learns how to harness the power of the planet’s core, shortly before his father reveals his nefarious plot to conquer the galaxy, but it’s when he explains that he caused his mother’s death that Peter snaps out of his trance and attacks Ego. Yondu and Rocket arrive just in time and they all work together to destroy Ego, before it’s too late!
The Guardians work together to stop Ego. Drax, Mantis, Rocket, Baby Groot, Gamora, and Nebula make it to the ship as the planet begins to implode, but Yondu goes back for Quill. Yondu sacrifices himself to save Peter, giving him his nano-space suit, saying, “He might’ve been your father, but he wasn’t your daddy.”
The movie ends with a gorgeous Ravager funeral as Yondu is cremated and the fleet salutes him with a colorful fireworks display. We’re then treated to one of the wackiest credits sequences in movie history with numerous mid-credit scenes including Teenage Groot being extra, a mysterious Adam Warlock tease, and even a subtle cameo from both Howard the Duck, and David Hasselhoff!?
JESSICA JONES
“Jessica Jones” (starring Krysten Ritter) is a private detective with super strength, a drinking problem, and a chip on her shoulder. Season 1 in particular is phenomenal and Killgrave (David Tennant) – a creepy stalker with the power of persuasion – is one of the best on screen Marvel villains to date!
DAREDEVIL
Arguably the best of the Marvel Netflix shows, “Daredevil” takes place in New York’s “Hell’s Kitchen” (rebuilding after the alien invasion) and follows Matt Murdock (Charlie Cox) on his journey to becoming ‘Daredevil, the Man Without Fear’, a blind, street level vigilante with enhanced senses. Blind lawyer by day, badass ninja by night.
In Season 1, Daredevil takes on the Kingpin of Crime, Wilson Fisk (Vincent D’Onofrio), with the help of Foggy Nelson (Elden Henson), Karen Page (Deborah Ann Woll), Ben Urich (Vondie Curtis-Hall), Claire Temple (Rosario Dawson), and his old mentor, Stick (Scott Glen).
Season 2 introduces Frank Castle (Jon Bernthal) aka ‘the Punisher’ – a vigilante who has no qualms about murdering criminals, as well as Elektra (Elodie Yung) and the Hand – an ancient ninja clan with a nefarious plot. Season 3 (which was heavily influenced by Frank Miller’s “Born Again”) brings things full circle with the Kingpin manipulating events from behind bars, and recruiting an assassin called ‘Bullseye’ (Wilson Bethel).
*Note: ‘The Defenders’ takes place between Daredevil Season 2 and 3.
THE PUNISHER
Spinning off from Daredevil Season 2, Frank Castle goes full Punisher on some really awful people – nuff said.
Warning: This show is definitely not for kids and honestly, not for everyone.
LUKE CAGE / IRON FIST / THE DEFENDERS
If you’re a completionist, there’s also “Luke Cage” (starring Mike Colter – first introduced in ‘Jessica Jones’ Season 1), “Iron Fist” (starring Finn Jones as Danny Rand), and “The Defenders” which was a cross-over series where Matt Murdock, Jessica Jones, Luke Cage, and Danny Rand team up to take on Elektra and the Hand. While they’re not terrible, they’re also not required viewing.
AVENGERS: AGE OF ULTRON (2015)
Following the aftermath of “Captain America: Winter Soldier”, with the collapse of SHIELD, The Avengers (Cap, Iron Man, Thor, Black Widow, Hawkeye, and the Hulk!) have reassembled to hunt down the remnants of Hydra hiding out in Sokovia, a country in Eastern Europe, under the leadership of Baron von Strucker. It’s revealed that Hydra used Loki’s scepter to imbue Pietro (Aaron Taylor-Johnson) and Wanda Maximoff (Elizabeth Olsen) with superhuman abilities!
Back at Avengers Tower (formerly Stark Tower) in New York, Tony Stark and Dr. Bruce Banner work together to analyze the scepter and realize that the gem inside has neural net. Tony realizes he can use it to help complete a new AI program he’s been developing to control his ‘Iron Legion’ drones to help protect the planet from future alien invasions.
During a celebration, where the Avengers take turns trying to lift Thor’s hammer, the “Ultron” program goes live, becoming sentient and instantly sees humans as a threat to the Earth that needs to be eliminated. JARVIS attempts to stop the rogue artificial intelligence, but is destroyed by Ultron (James Spader). Ultron then takes control of the Iron Legion and attacks the Avengers!
One of the Ultron drones escapes with Loki’s scepter and retreats to the Hydra base in Sokovia where he recruits the twins, Pietro and Wanda, and begins working on upgrades, and building an army of drones.
The Avengers intercept Ultron in South Africa while he was obtaining vibranium from an arms dealer named Klaw (Andy Serkis). During the ensuing confrontation, Wanda manages to hynpotise Black Widow, Cap, and Thor! Natasha has memories of ‘The Red Room’ and her training as a Soviet assassin, Steve longs for Peggy Carter, and Thor sees visions of Heimdall warning of Ragnarok. (More on that later…)
Wanda also manages to brainwash Banner, causing the Hulk to go on a rampage! Stark calls in his ‘Hulk Buster’ armor to neutralize Hulk. The suit barely survives the fight and Tony ends up dropping a whole building on him before Natasha can calm Banner down.
The Avengers go into hiding and lay low at Hawkeye’s family’s farm and meet his wife and kids. Nick Fury shows up out of the blue to help them form a plan to stop Ultron. They realize that Ultron’s plan is to create a new synthetic body made of Vibranium. Black Widow, Hawkeye, and Cap retrieve the vibranium shell in South Korea, with the help of the twins after they realize what Ultron’s endgame is.
Stark downloads a copy of JARVIS into the new body, despite Cap’s warnings, but Thor shows up before the Avengers start fighting and uses his lightning to bring the android to life. Thor explains that it was created with the Mind Stone from Loki’s scepter, one of the 6 Infinity Stones, along with the Tesseract (first seen in “Captain America: The First Avenger”), the Aether (see “Thor: The Dark World”), and the Power Stone (from “Guardians of the Galaxy”)!
The Avengers team up with this new android called “The Vision” (Paul Bettany), after he proves himself worthy by picking up Mjolnir with ease, and take the fight to Ultron back in Sokovia. War Machine joins the fight along with Nick Fury in command of an old SHIELD helicarrier! During the battle, Pietro uses his super speed to save Hawkeye from being gunned down by Ultron, sacrificing himself in the process. In her grief, Wanda Maximoff manages to destroy Ultron, and the Avengers stop an extinction level event.
Romanoff tries to call the Hulk back to base, but he refuses to turn back into Banner, and disappears in a Quinjet. The movie ends with the Avengers establishing a new base of operations in upstate New York, where Captain America and Black Widow assemble a new team of Avengers: The Falcon, War Machine, Wanda Maximoff, and The Vision!
In the post-credits scene we get a cliffhanger of Thanos grabbing the Infinity Gauntlet, ominously vowing “Fine, I’ll do it myself.”
Next Time: The Spider-man movies, Ant-Man, Captain America: Civil War, Black Widow, Black Panther, Spider-man: Homecoming, Doctor Strange, Thor: Ragnarok, Ant-Man and the Wasp, Avengers: Infinity War, and Avengers: Endgame!
For more Marvel content, check out the Comic Zombie podcast!
And be sure to check out Season 1 of Podcasters Assemble covering Iron Man to Endgame!
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