Marvel Phase Two has a reputation as somewhat inferior, especially when compared to everything that came before and after it. In Phase One, Marvel established an entire cinematic universe, culminating in the highly-anticipated 2012 crossover, The Avengers. In Phase Three, plot threads that Marvel had developed for years concluded with the epic showdown between Thanos and Earth’s mightiest heroes in Avengers: Infinity War and Avengers: Endgame. In Phases Four and Five, Marvel began to expand its fictional universe into television through its various Disney+ series, as well exploring other alternative versions of fan-favorite characters (like Spider-Man and Dr. Strange).
Compared to these earlier and later Phases, fans tend to gloss over Marvel’s Phase Two. It’s a transitional period composed of superhero movies that but failed to live up to the high standard set in Phase One and later raised in Phase Three.
Still, Phase Two remains a critical point in Marvel's history. From espionage thrillers to imaginative space operas, here is every Phase Two Marvel film, ranked from best to worst.
1 – Captain America: The Winter Soldier
The second entry in the Captain America trilogy, The Winter Soldier, explores darker elements of the MCU, abandoning the ‘40s pulp conventions of The First Avenger and taking on the guise of a more espionage-heavy spy thriller.
As he continues to adapt to the modern world, Captain America (Chris Evans) uncovers a vast conspiracy within S.H.I.E.L.D. Joined by Black Widow (Scarlett Johansson) and a new superhero known as the Falcon (Anthony Mackie), Cap tries to figure out who controls S.H.I.E.L.D., as well the identity of their top assassin, the Winter Soldier (Sebastian Stan).
Echoing ‘70s spy thrillers like Three Days of the Condor, The Winter Soldier feels more like a mystery film, one where the characters aren’t entirely sure who to trust. It’s one of the more mature Marvel Phase Two movies grounded in politics of the day (including the endearing threat of fascism and persevering hostilities of the Cold War) and has earned favorable comparison to other first-class espionage franchises like the Metal Gear Solid series.
2 – Guardians of The Galaxy
With the exception of avid comic book fans, when Marvel announced a film adaptation of Guardians of the Galaxy, audiences had the same reaction: “Who?” As with Ant-Man, though, Marvel managed to create a movie a great entry into the MCU.
Peter Quill (Chris Pratt) was abducted from Earth at a young age and brought to an alien-populated galaxy far from home. Now a professional thief, Quill steals a mysterious, all-powerful artifact, putting him at odds with several other intergalactic criminals. Initially enemies, the group eventually (and reluctantly) join forces to stop a brutal warlord from obtaining the artifact for himself.
Co-written and directed by indie filmmaker, James Gunn, Guardians of the Galaxy brimms with Gunn’s signature fast-paced dialogue and affinity for genre stereotypes. An '80s-esque presentation of the sci-fi genre, it feels more like a space opera than it does a superhero movie—having very little to do with the overall Marvel Universe aside from a brief appearance by Thanos.
Some critics felt the movie runs a little too long or tries to do too much. Marvel fans, on the other hand, loved the movie’s content, praising its humor, visuals, and ability to adapt largely unknown superheroes for the big screen. It succeeded in making them every bit as entertaining and likable as long-standing Marvel characters like Iron Man or Captain America.
3 – Ant-Man
When Marvel announced plans to develop a solo movie built around Ant-Man, cynics raised eyebrows. After all, Ant-Man didn’t exactly have the same name recognition or popularity as Captain America or the Hulk. What kind of movie could the studio develop around such a B-list superhero?
Focusing more on the comedy, Ant-Man favored laughs more than it did a high-stakes plotline (the world isn’t in danger from some sort of extraterrestrial threat or power-hungry warlord, for example), crafting a movie that introduced the title character in the Marvel Universe.
Scott Lang (Paul Rudd) is a mild-mannered thief struggling to financially support his daughter. With no other options left, he soon reverts back to the life of crime he’s tried so hard to leave behind, eventually coming across a high-tech suit that allows its wearer to shrink to the size of an ant.
Like Marvel’s choice to adapt Guardians of the Galaxy, the studio’s decision to construct a movie around famed comedian Paul Rudd as a superhero posed a risk but certainly paid off in terms of the movie’s critical and commercial success. Many fans viewed the lighter approach as a welcome change of pace for the dire Marvel Phase Two movies that came out around the same time, such as the humorless Thor: The Dark World or Avengers: Age of Ultron.
4 – Iron Man 3
The final entry in the Iron Man trilogy, Iron Man 3 marked a major improvement on the poorly-received Iron Man 2, but remains divisive among MCU lovers.
After his near-death experience in The Avengers, Tony Stark suffers severe PTSD, insomnia, and anxiety, putting his relationship with Pepper (Gwyneth Paltrow) in jeopardy. As he tries to get his life back on track, Stark battles an infamous terrorist group, as well as a figure from his past.
Replacing Jon Favreau as director for this final Iron Man film, Shane Black decided to explore a more humane narrative revolving around Tony’s psyche rather than the more tech-heavy adventures. The decision yielded some positive results, with Downey delivering his best, most nuanced outing as the less confident version of Stark compared to his earlier, pluckier film.
The film does fall short in a few places, including its choice of villain—a two-dimensional, evil version of Tony Stark played by Guy Pearce. Additionally, the plot twist regarding the true identity of Ben Kingsley’s Mandarin character won praise and criticism from fans, with some positively commenting on the modern adaptation of the character and others viewing it as a disappointing, watered-down version of Iron Man’s archenemy.
It wasn’t the greatest Iron Man, but it was a fitting conclusion to the trilogy that started the MCU in the first place, focusing on Tony Stark’s character and ever-changing personality.
5 – Avengers: Age of Ultron
Marvel movies have a tendency to eclipse each other, setting an almost unattainably high bar for any sequel that follows. Such is the case with Avengers: Age of Ultron, the sequel to the earlier, far superior 2012 Avengers film, which falls flat in every area imaginable.
When Tony Stark (Robert Downey Jr.) and Bruce Banner (Mark Ruffalo) develop artificial intelligence, they unknowingly cause their A.I. creation—dubbed Ultron (James Spader)—to become self-aware, forcing the Avengers to band together one more time to defeat it.
Avengers: Age of Ultron does too much for a single movie. The movie introduces new characters like Pietro (Aaron Taylor-Johnson) and Wanda Maximoff (Elizabeth Olsen), provides the origins for another hero (Vision, played by Paul Bettany), depicts the near-breakup of the Avengers, and works on setting up the events for later MCU movies (especially the growing rift between Stark and Captain America that would be more fully explored in Captain America: Civil War).
Because of this, Age of Ultron feels bloated and suffered polarized reactions. Some enjoyed the movie’s action and more complex, humanistic depiction of its characters, others called the movie an outright mess. No matter how strongly some fans feel about the movie, few view it as being up to par with the first Avengers or either Infinity War or Endgame in later years.
6 – Thor: The Dark World
Thor: The Dark World often gets labeled one of the worst Marvel Phase Two movies to date, and perhaps one of the biggest missed opportunities in developing Thor character.
One year after Loki’s invasion of New York City, Thor’s girlfriend, Jane Foster (Natalie Portman), awakens a race of Dark Elves who attempt to plunge the Nine Realms into complete darkness. With no other options left, Thor (Chris Hemsworth) reluctantly teams up with his brother Loki (Tom Hiddlestone) to save the universe before it’s too late.
Thor: The Dark World does a great job exploring the complicated dynamic between Thor and Loki a bit more — with Loki having a notably fun presence as an untrustworthy ally whose motivations remain a mystery. However, it also suffers from a generic plot line, as well as containing one of the most forgettable villains in the MCU (Malekith, leader of the Dark Elves, played by Christopher Eccleston). It probably speaks volumes about the film’s quality that its director, Alan Taylor, even voiced dissatisfaction at the finished product, claiming that Marvel had heavily edited the movie in post-production, resulting in a film that was completely different from his original creative vision.
Richard Chachowski is an entertainment and travel writer who has written for such publications as Wealth of Geeks, Looper, Screen Rant, Fangoria, and Sportskeeda, among many others. He received his BA from The College of New Jersey and has been a professional writer since 2020. His geeky areas of interest include Star Wars, travel writing, horror, video games, comic books, literature, and animation.
Richard has been an avid consumer of movies, television, books, and pop culture since he was four-years-old. Raised on a diverse mix of Clint Eastwood Westerns, Star Wars, sci-fi and horror films, Alan Moore comics, and Stephen King novels, he eventually turned his various passions into a creative outlet, writing about film, television, literature, comics, and gaming for his high school and college newspapers. A traveling enthusiast, Richard has also managed to create a career out of journeying abroad, venturing to such awe-inspiring places as the Sonoran Desert of Mexico, the rainforests of Costa Rica, and the scenic coastline of Haiti. Upon graduating from TCNJ, Richard set his sights on a career in journalism, writing extensively about the art of traveling and the entertainment medium for various online publications. When he’s not busy making his way through The Criterion Collection, he can be found either reading or planning a trip somewhere (preferably someplace with a scenic hiking trail).