film.Antrikshy | Thoughts on film and games

2023 MCU Rewatch Diary - Phase Two

Some of Phase Two deals with the fallout of The Avengers. Obviously due to budget reasons, there’s a focus on solo adventures once again, but with plenty of references implying the Avengers’ existence off-screen.

Popular opinion seems to be that Phases Four and Five (ongoing at the time of this writing) feel directionless. If you ask me, this isn’t new. Phase Two has solo adventures tugging at the shared story in all directions. Minor tone and character motivation inconsistencies creep in and start wearing down the verisimilitude of the universe (more on this later).

However, I’ll concede that the tight focus on a small, core set of characters makes the chaos feel much more purposeful than the broad focus on new character introductions in Phases Four and Five.

Diary Index

Find entries in this diary here:

  1. Introduction
  2. Phase One
  3. Phase Two (you are here!)
  4. Phase Three

Poking Holes

Some of my favorite MCU movies came out of Phase Two, but I must admit that some seams started to appear. Compared to Phase One, these movies were more haphazard with respect to universe cohesion. My guess is Marvel Studios was stretched thin between:

  1. making sequel titles accessible to the general audience,
  2. trying not to undermine the Avengers, and
  3. avoiding inflating budgets by steering clear of the very obvious character crossovers and cameos that were necessary for #1.

If my memory is right, subsequent Phases have become increasingly unapologetic about crossovers and interweaving storylines. I will know for sure as I rewatch Phase Three.

Over-Reinforcing SHIELD’s History

Phase Two introduces us to the Triskelion. Straight out of the comics’ Ultimate universe, it establishes SHIELD as a major government agency. We see this HQ being constructed (Ant-Man opening), and being destroyed (The Winter Soldier).

In The Winter Soldier, the Triskelion has thousands of SHIELD employees walking not among the shadows, but under an expansive lobby skylight. The agency getting such a huge spotlight shone on it really starts to sour Tony Stark’s ignorance about them in Iron Man. Sure, we can chalk it up to him being intentionally dismissive of SHIELD in that movie, but it sure was a bit weird.

It would have been easier to digest if we saw the Triskelion being constructed in the modern day, but Ant-Man sets its construction squarely in the late 80s.

Inter-Movie Character Motivations

Following The Avengers the MCU struggled to convey each character as part of the team while going on their solo adventures.

Thor: The Dark World works perfectly with its eponymous character being an alien. Being aloof from Earthly squabbles works for him. In fact, I wish they’d doubled down on this, as I’ve previously written. But that wouldn’t make an an interesting story.

This issue is more of a concern with Iron Man 3 and The Winter Soldier.

Iron Man 3 explores the Battle of New York’s aftermath pretty well while lowering the stakes and forcing Tony to go “back to basics” by stripping him from his suit and having him solve a good old fashioned mystery. It’s one of my favorite MCU movies. However, his character development through this movie is completely undermined by Avengers: Age of Ultron. By the end of Iron Man 3, he pretty much gives up being Iron Man and blows up his prototype suits. His next appearance is in the Age of Ultron opening scene, where he is inexplicably operating yet another suit. He proceeds to never address his change of heart anywhere in this film. In real life, this may have been due to a contract renewal with Robert Downey Jr. In the MCU, I guess we can chalk it up to off-screen events.

Captain America: The Winter Soldier is a much bigger offender. Don’t get me wrong. It’s among my all time favorite movies. It sets up some great storylines for the future of the MCU - bringing Bucky back from the dead, introducing Sam Wilson. Yet, it also sets up some very strange tone shifts in Age of Ultron. The movie ends by dismantling the MCU SHIELD (in my opinion, very prematurely). Each main character goes their separate ways; Maria Hill interviews for a Stark Industries HR position, Nick Fury changes his wardrobe and goes into hiding, Steve and Sam decide to hunt down Bucky, and Nat appears in a Senate hearing. There is a major “going their separate ways” type of finality in this ending. Okay, Age of Ultron picked up some of these threads passably well; Maria working with the Avengers implies that Stark Industries HR runs the Avengers’ operations, Steve and Sam discuss their missing person at the (awesome) Avengers party scene. Fury’s appearance at the end, back in his trench coat, felt hamfisted. And something about Nat, Steve and Sam going their own ways, then partying together in New York feels premature.

In reality, Joss Whedon has confirmed that these two tone shifts were intentional choices to keep the Avengers sequel more accessible. In retrospect, Age of Ultron comes across a film written as a sequel to The Avengers, then edited to handle the endings of Iron Man 3 and The Winter Soldier.

Pym Particles

Ant-Man is built upon logic holes. Fortunately, its holes don’t affect the entire MCU; they only infect the fictional science within this sub-franchise.

This is far from a new observation. Hank Pym states that his Pym Particles somehow manage to reduce the distance between atoms in shrunken-down objects or people. He and Hope specifically train Scott to use this as an advantage. They teach him to use his mass to execute high-momentum punches when he’s tiny. “You’re like a bullet,” Hope says. Yet, the same movie has Scott sneaking up onto someone’s shoulder without them feeling anything, running on top of a gun barrel, and falling onto a spinning vinyl record without punching a hole through it. Later in the movie, Hank is revealed to have been carrying a whole shrunken down battle tank on a keyring with him.

Later MCU productions don’t even pretend to fix this. Quantum!

It’s tough to resolve this with headcanon. We could chalk this up to Hank not understanding his own invention, but that’s grasping at straws.

Civilian POV

It was only watching the first two Phases so close together that made me realize how much the intensity of events ramps up. It gets crazier than I previously thought! The majority of Phase One events were pretty under-the-radar.

With the scale of events shifting up at this point, it’s worth acknowledging that superheroes making public appearances is accepted at this point. I’m not including minor items in this list, such as Iron Patriot being in the limelight as a tech-enhanced soldier working for the United States, and the Avengers flying in and out of their NYC HQ. They certainly would have made the list in 2008.

It’s the age of miracles after all!

Here’s a rundown of major superhuman events that the general public would have learned of (and cared about) in Phase Two.

IR = Intensity Rating, on a 5-point scale.

Iron Man 3

  1. Suicide bombings, including one in the Chinese Theater in Hollywood. There was body count, so this must have been a grim time. Some glow-in-the-dark people come after Tony in Tennessee, but all that was likely eclipsed by other stuff. [IR 3/5]
  2. Tony’s mansion getting destroyed was extremely public. First, he incited the Mandarin on live TV. Then, the event itself was captured by news helicopters. [IR 2/5]
  3. Air Force One exploded midair, and the United States president was kidnapped. Iron Man and Iron Patriot suits were in play. It must have been a huge deal in the media, but it affected a small number of people and was mostly away from the general public. [IR 2/5]

Thor: The Dark World

  1. Weird physics phenomena and weather patterns around London were noted by civilians. An Aether-infused Jane energy blasted some cops. [IR 1/5]
  2. The climax was a highly public event in London, likely with some body count. We even see the military responding. Damage was relatively low, but it must have been a major historical event in the UK. [IR 3/5]

Captain America: The Winter Soldier

  1. Nick Fury has a highly visible, action-packed car chase through Washington DC. [IR 2/5]
  2. The other protagonists have a highly visible car crash followed by a firefight near a freeway. [IR 2/5]
  3. Hydra being revealed as a sleeper organization must have sent ripples through the media, followed by the literal fall of the Triskelion soon after. Along with the exploding helicarriers, this was one of the biggest superhuman events in the MCU, and a much bigger deal than I rememebered. It’s referenced in the Sokovia Accords meeting in Civil War alongside the New York and Sokovia incidents. [IR 5/5]

Guardians of the Galaxy

Just like how Captain America: The First Avenger is temporally disconnected from most other MCU stories, this movie is spatially detached.

Assuming nobody noticed the Ravagers picking up Quill, nothing notable happens on Earth in this film.

Avengers: Age of Ultron

  1. There’s minor collateral damage in the opening scene. The Iron Legion shepherds people to safety. [IR 1/5]
  2. Johannesburg saw a major battle between a raging Hulk and Iron Man with an extreme amount of property damage and a pretty much guaranteed body count. [IR 4/5]
  3. Seoul also saw a major incident involving Ultron and the Avengers, with significant property damage and a pretty much guaranteed body count. [IR 4/5]
  4. One of the biggest incidents in the entire series happens in Sokovia. The references to this event in future titles is bottomless. The “Sokovia Accords” in Civil War and beyond are named after this. An entire city state gets flown into the sky and blown up. The entire country disappears off the face of the planet. [IR 5/5]


  1. The fight in the suburbs towards the end of this movie must have been very visible to the neighbors. First responders got a good look at the aftermath. [IR 1/5]
  2. The whole Pym Technologies building completely implodes and disappears. The story implies that the building was empty, so there is supposed to have been no body count. I doubt anyone noticed the helicopter situation happening in the air at the same time. [IR 2/5]

In Retrospect

If you look at demarcations of MCU Phases, this is the odd one out. Why it ends at Ant-Man and not Avengers: Age of Ultron, I’ll never know. It’s confused me for years. In the back of my mind, I always thought of the concept of Phases as an arbitrary internal studio business thing (which it likely is). It took me this rewatch to realize Ant-Man is the only strange one in the first three Phases. Even considering his storyline by the end of Phase Three, it makes more sense for his origin movie to be considered part of that Phase.

Phase boundaries aside, this is where the MCU really took off. The success of 2012’s The Avengers was likely a huge make (and not break) outcome for the studio. While my diary only covers the movies, this is the era of the MCU’s TV show spin-offs. Agents of SHIELD directly followed The Avengers, and pre-production on the Netflix shows started in 2013.

Movies of this Phase reflect this as well. They became bolder and braver - introducing the Guardians of the Galaxy sub-franchise, which is so tonally distinct from the rest of the series. They started testing how audiences would receive character team-ups and cameos - Natasha Romanoff being a key character in The Winter Soldier, Falcon’s appearance in Ant-Man, Chris Evans popping up for a few seconds in Thor: The Dark World as a Loki disguise.

At the same time, Phase Two was merely a stepping stone towards the uber-interconnected Phases Three, Four and beyond. They didn’t dare test their audience too much. No storylines that splash across half a movie, like T’Challa in Civil War. No wild character introductions, like Riri Williams in Black Panther: Wakanda Forever. No storylines that span across movies and TV shows, like Wanda Maximoff’s storyline through WandaVision and Doctor Strange in the Multiverse of Madness. No multiverse stories. They compromised on character continuity in the Avengers sequel, like I described earlier. Sam Wilson, the one to-be-spun-off character who did get introduced was written deeply into a story as any other supporting cast member. Thinking back, they may not have considered giving him a spin-off at the time.

This Phase also included the first two MCU comedy titles - Guardians of the Galaxy and Ant-Man. Fine, they were action-sci-fi-comedies, but comedies nonetheless, if you compare to earlier titles. Perhaps the success of the Guardians franchise is what inspired future MCU productions to take themselves less seriously (sometimes less than they should have… Thor: Love & Thunder). That said, has the MCU really become funnier over time? They have certainly released more movies in each Phase than the one prior, so there’s more room for playing around with genres. I’ll keep an eye out for this in my Phase Three rewatch.

I’ll end with a funny observation I made: The exterior of the Chinese Theater in Hollywood is heavily damaged in a terrorist attack in Iron Man 3. We see this location again in The Guardians of the Galaxy Holiday Special, confirming it was rebuilt and is a tourist attraction once again.