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Phase Two
Packaging for the "Marvel Cinematic Universe: Phase Two Collection" Blu-ray box set
Based on	Characters published by Marvel Comics
Produced by	Kevin Feige
Starring	See below
Production company	Marvel Studios
Distributed by	Walt Disney Studios Motion Pictures
Release date	2013–2015
Country	United States
Language	English
Budget	Total (6 films): $1.179 billion
Box office	Total (6 films): $5.269 billion

Phase Two of the Marvel Cinematic Universe (MCU) is a group of American superhero films produced by Marvel Studios based on characters that appear in publications by Marvel Comics. The MCU is the shared universe in which all of the films are set. The phase began in 2013 with the release of Iron Man 3 and concluded in 2015 with the release of Ant-Man. Kevin Feige produced every film in the phase. Joss Whedon served as a consultant on all films as well as writer and director of the crossover film Avengers: Age of Ultron (2015).

The films star Robert Downey Jr. as Tony Stark / Iron Man in Iron Man 3, Chris Hemsworth as Thor in Thor: The Dark World (2013), Chris Evans as Steve Rogers / Captain America in Captain America: The Winter Soldier (2014), Chris Pratt as Peter Quill / Star-Lord in Guardians of the Galaxy (2014), and Paul Rudd as Scott Lang / Ant-Man in Ant-Man. Downey, Hemsworth, and Evans returned to star in Age of Ultron. Evans has the most appearances in the phase, starring or making cameo appearances in four of the films.

The six films of the phase grossed over US$5.2 billion at the global box office and received generally positive critical and public response. Marvel Studios created two short films for their Marvel One-Shots program—Agent Carter and All Hail the King—to expand the MCU, while the feature films received tie-in comic books and some received tie-in video games. Another video game, Lego Marvel's Avengers, adapts the story of multiple films in the franchise. Phases One, Two, and Three make up "The Infinity Saga" storyline.

Development

Following the release of the Marvel Cinematic Universe (MCU) film Iron Man 2 (2010), the timing and distribution arrangement of a possible third Iron Man film was brought into question due to a conflict between Paramount Pictures—the distributor of previous Marvel Studios films including the first two Iron Man films—and Marvel Entertainment's new corporate parent, the Walt Disney Company. On October 18, 2010, Walt Disney Studios agreed to pay Paramount at least $115 million for the worldwide distribution rights to Iron Man 3 (2013). A year later, Marvel Studios President Kevin Feige said the studio was beginning to look at the films of the second "phase" of the MCU, which would start with Iron Man 3 and culminate in a sequel to the crossover film The Avengers (2012). Feige announced the full slate of Phase Two films at San Diego Comic-Con in July 2012: Iron Man 3, Thor: The Dark World (2013), Captain America: The Winter Soldier (2014), Guardians of the Galaxy (2014), and Avengers: Age of Ultron (2015). After stating in January 2013 that Ant-Man (2015) would be the first film of Phase Three, Feige later said this had changed and Ant-Man would actually be the final film of Phase Two. This was partially due to the impact that the events of Age of Ultron have on Ant-Man's characters and story.

In August 2012, Marvel signed The Avengers director Joss Whedon to an exclusive contract through June 2015 for film and television. With the deal, Whedon would write and direct Age of Ultron, "contribute creatively" on the rest of Phase Two, and develop the first television series set in the MCU. In March 2013, Whedon explained his consulting responsibilities, saying he would "read the scripts and watch cuts and talk to the directors and writers and give my opinion" for each film in the phase, while also writing material if needed. Once the story for Age of Ultron was approved, Whedon and Marvel Studios were able to examine the other films of the phase to "really lay it out" so things could be adjusted between the films. Despite this, Whedon did not want to be beholden to the other films of Phase Two because he wanted people to be able to watch Age of Ultron who had not seen any MCU films since The Avengers. He said his experiences working in television and script doctoring were "great training ground for dealing with this ... because you're given a bunch of pieces and told to make them fit—even if they don't".

A new Marvel Studios logo was created by design studio Imaginary Forces for The Dark World, featuring a fanfare composed by The Dark World composer Brian Tyler. Feige explained that a new logo was commissioned for The Dark World since it was the first Marvel Studios film to not also begin with a distributor logo due to the studio's acquisition by Disney.

Films

Iron Man 3 (2013)

Tony Stark faces a powerful enemy, the Mandarin, who attacks and destroys his mansion. Left to his own devices and battling posttraumatic stress disorder, Stark struggles to get to the bottom of a series of mysterious explosions.

A third Iron Man film was announced in late 2010. In February 2011, Marvel hired Shane Black to direct Iron Man 3. Black co-wrote the film's script with Drew Pearce. Robert Downey Jr., Gwyneth Paltrow, and Don Cheadle reprised their roles from the previous Iron Man films, with Guy Pearce and Ben Kingsley joining the cast as Aldrich Killian and Trevor Slattery, respectively. Filming began in May 2012, in North Carolina. Additional filming took place in southern Florida, China, and Los Angeles. Iron Man 3 premiered at Le Grand Rex in Paris, France, on April 14, 2013, and at the El Capitan Theatre in Los Angeles, California, on April 24. The film was released internationally on April 25, and in the United States on May 3.

Iron Man 3 is set in December 2012, after the events of The Avengers (2012), with Tony Stark experiencing PTSD symptoms following the Battle of New York depicted in that film. Black explained, "that's an anxiety response to feeling inferior to the Avengers, but also to being humbled by sights he cannot possibly begin to understand or reconcile with the realities he's used to... There's a line in the movie about 'ever since that big guy with the hammer fell out of the sky, the rules have changed'. That's what we're dealing with here." Bruce Banner appears in a post-credits scene, with Mark Ruffalo reprising the role from The Avengers. Ruffalo said production on the film was close to wrapping when he ran into Downey at the Academy Awards and was asked about "coming and doing a day". He said they "sort of spitballed that scene, then I came in and we shot for a couple of hours and laughed".

Thor: The Dark World (2013)

Thor reunites with astrophysicist Jane Foster as a series of portals, linking worlds at random, begin to appear. He discovers that Malekith and his army of Dark Elves have returned after thousands of years, and they seek a powerful weapon known as the Aether. Thor must join forces with his now-imprisoned brother Loki to stop them.

A sequel to Thor was announced in June 2011, with Chris Hemsworth reprising his role as Thor. Tom Hiddleston confirmed he would return as Loki in September, and Alan Taylor signed on to direct in December. The title was announced as Thor: The Dark World in July 2012, and Christopher Eccleston was cast as Malekith a month later. Production started in September 2012 in Surrey, England, with additional filming in Iceland and London. The film premiered at the Odeon Leicester Square in London on October 22, 2013. It was internationally released on October 30 and in the United States on November 8.

The film is set one year after the events of The Avengers. Chris Evans briefly makes a cameo appearance in the film as Captain America when Loki shapeshifts into him while mocking Thor. Hiddleston wore the Captain America costume while standing in for Evans, before Evans came to shoot the scene. Hiddleston said, "I did an impression of Loki in the Captain America costume, and then they showed Chris my performance on tape. It's him doing an impression of me doing an impression of him." James Gunn, the director of Guardians of the Galaxy (2014), directed the mid-credits scene that features Benicio del Toro as the Collector. It reveals that the Tesseract from Phase One and the Aether are both Infinity Stones. Gunn was given the script for the scene and filmed it at the end of a second unit shooting day during production on Guardians of the Galaxy.

Captain America: The Winter Soldier (2014)

Steve Rogers, now working with S.H.I.E.L.D., teams up with Natasha Romanoff / Black Widow and Sam Wilson / Falcon to expose a conspiracy which involves a mysterious assassin known only as the Winter Soldier.

A sequel to Captain America: The First Avenger (2011) was announced in April 2012. Anthony and Joe Russo were hired to direct in June, and it was officially titled Captain America: The Winter Soldier in July. Evans and Samuel L. Jackson were set to reprise their respective roles as Rogers and Nick Fury, and Scarlett Johansson would again play Romanoff. Sebastian Stan, who portrayed Bucky Barnes in The First Avenger, returned as the Winter Soldier, and Anthony Mackie joined the cast as Wilson. Production started in April 2013 in Manhattan Beach, California, and filming also took place in Washington, D.C. and Cleveland, Ohio. The film premiered in Los Angeles on March 13, 2014. It was released internationally on March 26 and in the United States on April 4.

The film is set two years after the events of The Avengers. Stephen Strange is mentioned by name in the film by the character Jasper Sitwell, with Maximiliano Hernández reprising his role as Sitwell from previous MCU media. A remodeled Stark Tower from The Avengers, now known as Avengers Tower, also makes an appearance in the film. Joss Whedon directed a post-credits scene featuring Baron Wolfgang von Strucker (Thomas Kretschmann), List (Henry Goodman), Pietro Maximoff (Aaron Taylor-Johnson), and Wanda Maximoff (Elizabeth Olsen), who appear in his film Avengers: Age of Ultron (2015). The revelation that S.H.I.E.L.D. has been infiltrated by Hydra informed the final six episodes of the first season of Agents of S.H.I.E.L.D., a television series set in the MCU.

Guardians of the Galaxy (2014)

Peter Quill / Star-Lord and a group of misfits—Gamora, Rocket, Drax the Destroyer, and Groot—fight to keep a powerful orb from the clutches of the villainous Ronan.

Nicole Perlman began writing a screenplay featuring the Guardians of the Galaxy in 2009. Marvel Studios announced it was developing the film in July 2012. It is directed by James Gunn, based on his and Perlman's screenplay. In February 2013, Chris Pratt was cast in the lead role of Peter Quill / Star-Lord. The film was shot at Shepperton Studios and in London from July to October 2013, and post-production work was completed on July 7, 2014. The film premiered on July 21 in Hollywood. Guardians of the Galaxy was released in the United Kingdom on July 31, and in the United States on August 1.

The film is set in 2014. Josh Brolin provides the voice and performance capture for Thanos, the supervillain who appeared in The Avengers's mid-credits scene. Gunn said the film would be connected to Avengers: Infinity War (2018); the Collector explains the history of the Infinity Stones, and the orb that the characters fight over in the film is revealed to be one of them. Several other objects of significance appear in the Collector's museum, including a Chitauri from The Avengers and a Dark Elf from The Dark World, among other characters. Ronan's race, the Kree, were first introduced in the Agents of S.H.I.E.L.D. episode "T.A.H.I.T.I.".

Avengers: Age of Ultron (2015)

Captain America, Iron Man, Thor, the Hulk, Black Widow, and Hawkeye must work together as the Avengers to defeat Ultron, a technological enemy bent on human extinction, while encountering the powerful twins Pietro and Wanda Maximoff, as well as the new entity Vision.

A sequel to The Avengers was announced by Disney in May 2012, shortly after the first film's release. In August 2012, Joss Whedon was signed to return as writer and director. In June 2013, Downey signed a deal to reprise the role of Iron Man for the second and third Avengers films. The subtitle Age of Ultron was announced in July 2013, and James Spader was cast as Ultron a month later. Second unit filming began on February 11, 2014, in Johannesburg, South Africa. Principal photography began in March 2014 at Shepperton Studios in Surrey, with additional footage filmed at Fort Bard and other locations in the Aosta Valley region of Italy, as well as Seoul, South Korea. Filming was completed on August 6. Age of Ultron had its world premiere in Los Angeles on April 13, 2015, and was released internationally beginning April 22, and in the United States on May 1.

Loki's scepter from The Avengers is confirmed to be another of the Infinity Stones in the film, specifically the Mind Stone. Brolin reappears as Thanos in the mid-credits scene wielding an Infinity Gauntlet, meant to hold all of the Infinity Stones. Andy Serkis portrays Ulysses Klaue, traditionally an antagonist of the hero Black Panther, and the film also references the Black Panther-related metal vibranium and nation of Wakanda. These references came ahead of the film Black Panther (2018), in which Serkis reprised his role as Klaue.

Ant-Man (2015)

Thief Scott Lang helps Dr. Hank Pym safeguard the Ant-Man technology, which allows its user to decrease in size but increase in strength, by plotting a heist.

Ant-Man is directed by Peyton Reed with a screenplay written by Edgar Wright & Joe Cornish and Adam McKay & Paul Rudd, from a story by Wright & Cornish, that includes both Scott Lang and Hank Pym. Wright was initially slated to direct the film, but left the project in May 2014 due to creative differences. In December 2013, Rudd was cast as Ant-Man, followed in January 2014 with the casting of Michael Douglas as Pym. Pre-production started in October 2013, and principal photography took place from August to December 2014, in San Francisco, at Pinewood Atlanta Studios in Fayette County, Georgia, and Downtown Atlanta. Ant-Man had its world premiere in Los Angeles on June 29, 2015, and was released in France on July 14, and in the United States on July 17.

The film is set several months after Age of Ultron. Hayley Atwell and John Slattery reprise their MCU roles as Peggy Carter and Howard Stark, respectively. Scott Lang attempts to infiltrate the new Avengers headquarters in Upstate New York featured in Age of Ultron, and confronts Anthony Mackie's Sam Wilson / Falcon from The Winter Soldier. McKay and Rudd decided to add Wilson to Ant-Man after watching that film. The Russo brothers filmed the post-credit scene, which uses footage from Captain America: Civil War (2016), and features Mackie as Wilson, Chris Evans as Steve Rogers, and Sebastian Stan as Bucky Barnes.

Short films

Marvel One-Shots are a series of direct-to-video short films that are included as special features in the MCU films' Blu-ray and digital distribution releases. They are designed to be self-contained stories that provide more backstory for characters or events introduced in the films.

Timeline

Each film in Phase Two is set roughly in real time relating to The Avengers (2012), simplifying the MCU timeline compared to the films of Phase One. Iron Man 3 is set around six months after The Avengers during Christmas, Thor: The Dark World is set one year after it, and Captain America: The Winter Soldier is two years after. Guardians of the Galaxy is explicitly set in 2014. Avengers: Age of Ultron and Ant-Man end the phase in 2015, with several months between them as in real life.

The One-Shot Agent Carter is set one year after Captain America: The First Avenger (2011), while All Hail the King takes place after Iron Man 3.

Recurring cast and characters

This section includes characters who have appeared in multiple Phase Two films, and have appeared in the billing block for at least one film.

• A dark grey cell indicates the character was not in the film.

• A  indicates an uncredited cameo role.
• An  indicates the character appears in a One-Shot.
• A  indicates a voice-only role.

Music

Film soundtracks

Compilation albums

Home media

In July 2015, Marvel announced a 13-disc box set titled "Marvel Cinematic Universe: Phase Two Collection", for release on December 8, 2015, exclusive to Amazon.com. The box set includes all six of the Phase Two films on Blu-ray, Blu-ray 3D, and digital, in a replica of the Orb from Guardians of the Galaxy, plus a bonus disc and exclusive memorabilia. The bonus disc includes all of the Marvel One-Shots with commentary, deleted scenes and pre-production creative features for each of the films, featurettes on the making of the post-credit scenes, and first looks at Captain America: Civil War, Doctor Strange (2016), and Guardians of the Galaxy Vol. 2 (2017).

Reception

Box office performance

Critical and public response

Critical and public response of Marvel Cinematic Universe: Phase Two

Film	Critical		Public
	Rotten Tomatoes	Metacritic	CinemaScore	PostTrak
Iron Man 3	79% (331 reviews)	62 (44 reviews)	A	—
Thor: The Dark World	67% (290 reviews)	54 (44 reviews)	A−	—
Captain America: The Winter Soldier	90% (311 reviews)	70 (48 reviews)	A	—
Guardians of the Galaxy	92% (336 reviews)	76 (53 reviews)	A	90%
Avengers: Age of Ultron	76% (376 reviews)	66 (49 reviews)	A	90%
Ant-Man	83% (341 reviews)	64 (44 reviews)	A	—

Liam Gaughan of Collider described Phase Two as a "fascinating Marvel era" that primarily focused on character development after the backstory for major characters was covered in Phase One. He ranked The Winter Soldier as the best film, enjoying its political commentary and action sequences, and also praised the team dynamic of Guardians of the Galaxy and the depiction of the Mandarin in Iron Man 3. Gaughan ranked The Dark World as the worst film in the phase and criticized some antagonists—Malekith, Ronan, and Darren Cross—for being underdeveloped. In a retrospective review of Phase Two, MovieWeb's David Harth was more critical and said the "MCU formula took full effect", citing the extensive visual effects at the climax of each film. Although he enjoyed Guardians of the Galaxy, he felt Gunn's creative decisions were more constrained than his work on Guardians of the Galaxy Vol. 2. Harth also criticized the antagonists, as well as Age of Ultron and The Dark World, and considered The Winter Soldier to be the best film.

Writing for CinemaBlend, Alexandra Ramos praised Guardians of the Galaxy and Iron Man 3 as among the best written MCU films, especially enjoying the depiction of Stark's mental health in the latter. She was more critical about Age of Ultron, acknowledging issues with its plotting but enjoying the film and Spader's performance as Ultron. Ramos also praised The Winter Soldier as having "bridged the gap between superhero movies and compelling drama". At the conclusion of Phase Four in 2022, Jeff Ames of ComingSoon.net ranked Phase Two as the second-best Phase in the MCU behind Phase Three. He identified The Dark World and Age of Ultron as weaker entries, and Guardians of the Galaxy and Iron Man 3 as superior entries; Ames acknowledged that the overall public and critical reception of Iron Man 3 was "divisive". He also praised Ant Man, but lamented that Edgar Wright was not able to direct the film as originally intended, and particularly praised the Russo brothers' work on The Winter Soldier. Ames said they "packed full of muscle".

Accolades

The films of the phase were nominated for four Academy Awards, three BAFTA Awards, one Grammy Awards, forty Saturn Awards (winning nine), four Hugo Awards (winning one), twenty-two MTV Movie & TV Awards, and fourteen Visual Effects Society Awards, among others.

Tie-in media

WHIH Newsfront

WHIH Newsfront is an in-universe current affairs show that serves as a viral marketing campaign for some of the MCU films, created in partnership with Google for YouTube. The campaign is an extension of the fictional news network WHIH World News, which is seen reporting on major events in the MCU. Leslie Bibb reprises her role as Christine Everhart from the Iron Man films. The initial videos released during July 2015 focus on the immediate aftermath of Age of Ultron while leading up to the events of Ant-Man, with Corey Stoll and Paul Rudd appearing in their respective roles of Darren Cross and Scott Lang from the latter.

Comic books

Video games

Notes

1. Chris Evans makes a cameo appearance in Thor: The Dark World as Loki masquerading as Captain America.

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