While the MCU’s second phase of films is fairly impressive as a whole, there are still some moments and elements that haven’t aged so well. Characters were underutilized, relationships went nowhere, and some villains were completely forgettable. To that end, it’s interesting to look back over just over a decade since Marvel’s Phase 2 first began.
Phase 2 of the MCU consists of six Marvel Studios films released between 2013-2015. This includes Iron Man 3, Thor: The Dark World, Captain America: The Winter Soldier, Guardians of the Galaxy, Avengers: Age of Ultron, and Ant-Man. To that end, here are 10 scenes from Marvel’s Phase 2 that have aged rather poorly in the years that have followed.
Related How To Watch the Marvel Movies In Order (By Release Date & In Order Of MCU Timeline Events)
Want to catch up before the next release, or just revisit the universe for a refresher? Here’s the order to watch the entire MCU timeline.
10 Iron Man 3’s Mandarin Twist
Shang-Chi Only Helped A Little
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First seen in the trailers for Iron Man 3, Sir Ben Kingsley’s casting as the apparent MCU Mandarin was very well received with plenty of excitement. However, said excitement turned into shock and disappointment with the major twist in the movie that Kingsley’s character was not the true Mandarin, leader of the Ten Rings terrorist organization. Instead, the “Mandarin” was revealed to be nothing more than an actor named Trevor Slattery who was hired by Guy Pearce’s Aldrich Killian in his bid to control both sides of the war on terror.
While Iron Man 3’s Mandarin twist was a bold decision and an objectively creative way to subvert expectations, it did so at the expense of one of Iron Man’s greatest foes from the original comics. The real Mandarin’s debut in 2021’s Shang-Chi and the Legend of the Ten Rings did help take some of the sting, especially considering how the movie addressed Iron Man 3 with an appearance from Kingsley’s Trevor. However, it’s still unfortunate that Iron Man never got the chance to face the true villain in the MCU.
Iron Man 3 
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Iron Man 3 pits genius-billionaire-playboy-philanthropist Tony Stark (Iron Man) against the Mandarin, an enemy whose reach knows no bounds. When Stark finds his world destroyed by his mysterious antagonist, he embarks on a dangerous quest to find those responsible. His journey will test his character at every turn. With his back against the wall, Stark is left to survive by his own devices, relying on his ingenuity and instincts to protect those closest to him and determine whether or not the suit makes the man or if Tony himself is the hero.
Director Shane Black Release Date May 3, 2013 Studio(s) Marvel , Disney Distributor(s) Disney , Marvel Writers Drew Pearce , Shane Black Cast Ben Kingsley , Guy Pearce , Paul Bettany , Don Cheadle , Gwyneth Paltrow , Jon Favreau , Robert Downey Jr. Runtime 130 Mins Franchise(s) Marvel Cinematic Universe prequel(s) Iron Man 2 , Iron Man Budget 200 Million Expand
9 Tony Stark’s Retirement Makes Zero Sense
He Didn’t Actually Retire
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At the very end of Iron Man 3, Tony Stark acts like he’s done as Iron Man. This is shown through very clear narration from Tony, blowing up all his suits, and even undergoing surgery so that he no longer needs the arc reactor in his chest to keep him alive. However, Tony is right back to being Iron Man in 2015’s Age of Ultron, as well as in multiple movies afterward, until he dies in Avengers: Endgame.
2016’s Captain America: Civil War briefly addresses the fact that Iron Man’s retirement didn’t take because he doesn’t want to stop being Iron Man. However, there was never any weight behind it or any gaps in the MCU to show Stark legitimately trying to leave his armor behind. To that end, the bulk of Iron Man 3’s ending doesn’t make much sense considering the aftermath and how quickly Tony Stark ended up right back in a suit of armor (including the entire Iron Legion he made to assist the Avengers).
8 Jane Foster’s Dark World Role
A Constant Damsel In Distress
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Rather than one scene on its own, it can be argued that Jane Foster’s entire role in Thor: The Dark World has aged quite poorly, (and won’t ever get better). The entire Thor sequel sees Jane as a constant damsel in distress, while also being a walking plot device once she inadvertently absorbs the Aether aka Reality Stone. As such, it’s no wonder that actress Natalie Portman didn’t return for Thor: Ragnarok. That said, her role in Dark World was made somewhat better given her improved role as The Mighty Thor in Love and Thunder (though not by much considering its own problems).
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PG-13ActionAdventureSuperhero Sci-FiFantasy
Thor: The Dark World is the first sequel to Thor’s introductory MCU movie and the second release in the Marvel Cinematic Universe’s Phase 2. Set after the events of The Avengers, Thor: The Dark World follows Chris Hemsworth’s God of Thunder as he tries to stop the villain Malekith with the help of his girlfriend Jane Foster, his brother Loki, and his father Odin.
Director Alan Taylor Release Date November 8, 2013 Studio(s) Disney Distributor(s) Disney Writers Stephen McFeely , Christopher Markus , Christopher Yost Cast Tom Hiddleston , Tadanobu Asano , Idris Elba , Adewale Akinnuoye-Agbaje , Anthony Hopkins , Natalie Portman , Zachary Levi , Christopher Eccleston , Rene Russo , Chris Hemsworth , Ray Stevenson , Stellan Skarsgård , Jaimie Alexander , Kat Dennings Runtime 1h 52m Franchise(s) Thor , Marvel Cinematic Universe Sequel(s) Avengers: Age of Ultron , Thor: Ragnarok , Avengers: Infinity War , Avengers: Endgame , Thor: Love and Thunder prequel(s) Thor , The Avengers Budget 150 million USD Expand
7 Thor: The Dark World’s Villains Are Incredibly Forgettable
Malekith May Be One Of The Most Boring MCU Foes
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The only thing worse than Jane Foster’s frustrating role in Dark World was the movie’s primary villains. To this day, the Dark Elves are some of the most forgettable foes in the entire MCU. Unlike other MCU villains, there was next to no dimension behind their goals, nor anything compelling about their leader, Malekith. All Malekith wanted was to claim the Aether to bathe the universe in ambiguous darkness. Aside from the smallest of Easter eggs, they’ve never been revisited since (and for good reason).
6 Thanos In GOTG Came At The Expense of Ronan
The Kree Could Have Been Far More Interesting
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The Kree’s Ronan the Accuser (Lee Pace) could have been a fearsome villain on his own in Guardians of the Galaxy. However, Ronan’s intimidation factor and agency were massively limited with the inclusion of Thanos, the Mad Titan’s first major appearance in the MCU with voice lines apart following his debut cameo at the end of 2012’s Avengers. As such, Thanos took much of the spotlight away from Ronan, despite the brutal Kree fanatic’s defiance of his people’s recent truce with Xandar, seeking vengeance based on their ancient rivalry he refused to abandon.
Guardians of the Galaxy 4.0 5
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Egotistic loner and “legendary” space pirate Peter Quill (Chris Pratt) falls foul of bounty hunters and his former allies after he steals an orb containing the Power Stone. Chased by Ronan the Accuser, a powerful Kree villain and thrown into an uneasy alliance with a group of similar misfits, he must adapt to his new dynamic or risk everything. He’s joined by gun-toting Rocket Raccoon (Bradley Cooper), treelike-alien Groot (Vin Diesel), Thanos’ daughter Gamora (Zoe Saldana), and the vengeful Drax the Destroyer (Dave Bautista). Can the galaxy’s most infamous a-holes really save the day?
Director James Gunn Release Date July 30, 2014 Writers James Gunn , Nicole Perlman , Dan Abnett , Andy Lanning Cast Zoe Saldana , Karen Gillan , Vin Diesel , Michael Rooker , Djimon Hounsou , Lee Pace , Benicio Del Toro , Glenn Close , Dave Bautista , Chris Pratt2 , Bradley Cooper , John C. Reilly Runtime 122 Minutes Expand
5 Hydra’s Defeat So Soon After The Winter Soldier
They Should Have Posed A More Significant Threat
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The reveal in 2014’s Captain America: The Winter Soldier that Hydra had long been embedded within every level of SHIELD was a huge twist in the MCU. However, Hydra was seemingly defeated with the Avengers taking down their last major holdout at the beginning of 2015’s Age of Ultron. As a result, this took quite a bit of punch out of the Hydra reveal, especially when the organization could have remained an ongoing threat.
It can be argued that this problem was circumvented thanks to ABC’s Agents of SHIELD which saw Phil Coulson and his team continuing to fight Hydra cells for years after Age of Ultron. However, the popular MCU show is no longer considered part of the canon, meaning that the issue technically still stands as far as Earth-616 and the Sacred Timeline is concerned. It also hasn’t stopped SHIELD fans from holding its canon status in their hearts either.
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In Avengers: Age of Ultron, Earth’s Mightiest must reunite and work with newcomers Quicksilver and Scarlet Witch to battle a new antagonist Ultron, who receives an all-new origin story while dealing with a new level of inner conflict amongst the team. Quicksilver & Scarlet Witch may not necessarily agree with The Avengers and initially blame Tony Stark for creating the new villain and the death of their parents. Avengers: Age of Ultron was directed and written by Joss Whedon and produced by Kevin Feige for Marvel Studios. The movie was released on April 13, 2015, followed by its eventual sequels, Avengers: Infinity War in 2018 and Avengers: Endgame in 2019.
Director Joss Whedon Release Date May 1, 2015 Studio(s) Marvel Studios Distributor(s) Disney Writers Joss Whedon Cast Chris Hemsworth , Clark Gregg , Robert Downey Jr. , Cobie Smulders , Aaron Taylor-Johnson , Jeremy Renner , Thomas Kretschmann , Chris Evans , Don Cheadle , Mark Ruffalo , Elizabeth Olsen , Scarlett Johansson , Paul Bettany , Samuel L. Jackson , James Spader Runtime 141 minutes prequel(s) The Avengers Budget 365 million USD Expand
4 Ultron Was Wasted In The MCU
He Deserves More Than A Single Appearance
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Ultron is one of the Avengers’ most dangerous and powerful villains in the comics. To that end, Ultron’s apparent demise at the end of his debut appearance was seen as a travesty, especially seeing as how he’s yet to return at any point in the MCU canon. Voiced by James Spader and seeking to upgrade both himself and humanity, Ultron was one of the most compelling and charismatic villains the MCU has to offer. With any luck, Ultron will indeed return as has been rumored for the upcoming Vision Quest series.
3 Thanos’ Age of Ultron Post-Credits Is Super Weird
“I’ll Do It Myself”
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Age of Ultron’s mid-credits scene is quite odd. Not only does Thanos still have old visual design more his improved look in Infinity War, but his comments while picking up the Infinity Gauntlet about “doing it himself” make it seem like he had a hand in Ultron’s actions with the Mind Stone. In reality, he’s referring to Loki and Ronan who failed to bring him the Space and Power stones. It’s pretty bizarre, though somewhat understandable as Marvel likely wanted to continue its Thanos build-up with a post-credits scene as they had with the first Avengers.
2 Hulk and Black Widow’s Romance
It Never Went Anywhere Meaningful
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Hulk and Black Widow’s romance was as strange as it was underutilized beyond its beginning in Avengers: Age of Ultron. Having had no real basis in the comics, the decision to make Hulk and Black Widow romantically involved came across as very strange, especially during an Avengers film that didn’t give enough time for their relationships to truly be fleshed out beyond the focus on their respective struggles as to why they couldn’t or shouldn’t be together. Likewise, the romance never went anywhere meaningful in the MCU going forward.
1 Ant-Man’s Final Post-Credits Scene
Just Future Civil War Footage
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The last film in Marvel’s Phase 2, Ant-Man‘s post-credits scene was exciting upon its release. Featuring Steve Rogers and Sam Wilson with Bucky Barnes’ Winter Soldier, Captain America and Falcon are talking about their next moves, while also teasing Ant-Man’s future involvement in Captain America: Civil War. However, the same scene is featured within the third Captain America movie itself. As such, Ant-Man’s post-credits scene is far less interesting looking back, as it wasn’t actually unique footage setting up the future crossover movie.
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PG-13SuperheroComedyHeistActionAdventure
Former S.H.I.E.L.D. scientist Hank Pym (Michael Douglas) is alarmed when his protégé Darren Cross (Corey Stoll) announces his near success in replicating his shrinking technology. Representatives from HYDRA are looking to buy the suit that could cause massive destruction, and Hank must find a man who can successfully infiltrate a tightly guarded facility. After rigorous training with Pym and his daughter Hope van Dyne (Evangeline Lilly), including the manipulation of a technologically advanced suit, control of ants, and physical fighting skills, ex-convict Scott Lang (Paul Rudd) is chosen to become the new Ant-Man. Together with Hank, Hope, and his friends Luis (Michael Peña) and Dave (Tip Harris), Scott must fight with Darren, who has perfected his version of the suit called the Yellowjacket. Ant-Man is the twelfth film in the Marvel Cinematic Universe and acts as the final addition to Phase 2.
Director Peyton Reed Release Date July 14, 2015 Studio(s) Disney , Marvel Distributor(s) Disney Writers Edgar Wright , Joe Cornish , Adam McKay , Paul Rudd , Stan Lee , Larry Lieber Cast Paul Rudd , Michael Douglas , Corey Stoll , Evangeline Lilly , Bobby Cannavale , Anthony Mackie Runtime 117 minutes prequel(s) Ant-Man & the Wasp: Quantumania Budget 130 million Expand
Upcoming MCU Movies
- Captain America: Brave New World
Release Date February 14, 2025
- Thunderbolts*
Release Date May 2, 2025
- The Fantastic Four (2025)
Release Date July 25, 2025
- Blade (2025)
Release Date November 7, 2025
- Avengers: Doomsday
Release Date May 1, 2026
- Avengers: Secret Wars
Release Date May 7, 2027