Phase 1 of theMarvel Cinematic Universewas about uniting the various heroes into a shared universe and superhero team. With Phase 2, the franchise had to show how the various heroes of the team go back to their own solo adventures after they’ve met other heroes. The sequels forIron Man, Thor, andCaptain Americaall dealt with the immediate aftermath ofThe Avengersand how the world, cosmos, and individuals react to the world-altering events.
Phase 2 not only needs to continue the story of the established heroes but also introduce new characters to keep the franchise growing, including new main heroes like the Guardians of the Galaxy and Ant-Man, and the debut ofthe powerful Scarlet Witch, The Falcon, Quicksilver, and Vision. It also signals the start of The Winter Soldier’s redemption into Bucky Barnes.
Unlike every other Phase in the MCU, Phase 2 is the most straightforward — the films' chronological order matchesthe order of release (below)since the split and retroactive additions to the MCU timeline do not come until Phase 3. If you’re looking for a straightforward watch of Phase 2, here is everything you need to know.
Update June 17, 2025: This article has been updated following the release of the bookThe Marvel Cinematic Universe: An Official Timeline, with an up-to-date order of events in the MCU and additional details within the Marvel Cinematic Universe timeline.
MCU Phase 2 Movies in Chronological Order
Thor: The Dark World
Thor: The Dark Worldtakes place roughly a year afterThe Avengers, and it is established that Thor’s quest inThe Avengerswas just one of many trips through the nine realms to restore order after he destroyed the Bifrost in his first film. Yet when his Earth girlfriend Jane Foster accidentally comes in contact with a magical artifact known as the Aether, she is drawn into a conflict between the Asgardians and the Dark Elves all while the barriers between the Nine Realms are at their weakest.
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Thor: The Dark Worldis the first MCU film where theterm Infinity Stone is mentioned, and it retroactively establishes the Tesseract fromCaptain America: The First AvengerandThe Avengersas one alongside the Aether. This is the beginning of Marvel teasing out the Infinity Stones in what will make for The Infinity Saga. Its mid-credit scene introduces The Collector and sets upGuardians of the Galaxy.
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Iron Man 3
Iron Man 3takes placein the holiday seasonof 2013, one year afterThe Avengers. The world has been drastically altered by the events ofThe Avengers,and so has Tony Stark, who has started to have post-traumatic stress nightmares following his near-death experience.
Iron Man 3does feature an opening prologue to 1999 and sees the first meeting between Tony Stark and Ho Yinsen years before they end up in a cave together. It also brings the Ten Rings threat from the first film back in the form of The Mandarin. Yet The Mandarin is later revealed to be an act created by A.I.M. and its head Aldrich Killian, as a manufactured terrorist. Yet Killian did appropriate the iconography of a real warlord, theTen Ring’s real leader Wenwu, who is the primary villain inShang-Chi and the Legend of the Ten Rings.
Captain America: The Winter Soldier
Captain America: The Winter Soldiertakes place roughly two years afterThe Avengersand sees Steve Rodgers now working for S.H.I.E.L.D. full-time alongside Black Widow. He has started to become more accustomed to the modern world yet still longs for the life he lost. His old friend Bucky Barnes returns, now as the Winter Soldier, and HYDRA has been hiding within S.H.I.E.L.D. this entire time.
The film features two major MCU connections. It is the first introduction to Sam Wilson, akaThe Falcon (Anthony Mackie), who will become the new Captain America following Steve Rogers' departure. The other is that HYDRA’s advanced algorithm has already selected targets it determines are a threat or will be a threat. One of the names is Stephen Strange, who has yet to become Doctor Strange, the implication being HYDRA predicted Stephen Strange would be some threat to them, magic or not.
The movie’s mid-credit scene also sets upAvengers: Age of Ultron, with Baron Von Strucker having Loki’s scepter in his position and the reveal of his two experiments he calls “miracles” — Scarlet Witch and Quicksilver. Phase 4 entryWandaVisionwill detail the experiments that Scarlet Witch and Quicksilver underwent at this time.
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Guardians of the Galaxy
Unlike all the other Phase 2 MCU films,Guardians of the Galaxyis the only one to state when it takes place explicitly in the film: 2014. The movie is mainly disconnected from the major events of the MCU, but Thanos employing Ronin to retrieve the Infinity Stone for him shows that in the two years sinceThe Avengersdefeated him, he has begun his quest to collect the stones.
Guardians of the Galaxyintroduces a whole host of new characters to the franchise: Star-Lord, Gamora, Drax, Rocket Raccoon, Groot, Nebula, Yondu, and even Cosmo the Spacedog, who later will appear in bothThe Guardians of the Galaxy Holiday SpecialandGuardians of the Galaxy Vol 3.It also features the first full explanation of the Infinity Stones for audiences.Guardians of the Galaxywas a sign that Marvel could not only do movies outside traditional superheroes, but it also expanded their cosmic storytelling and showed they could take an obscure title and make it a crowd-pleasing blockbuster.
Avengers: Age of Ultron
Avengers 2
Avengers: Age of Ultronpicks up in the aftermath ofCaptain America: The Winter Soldier, as the Avengers have begun taking down HYDRA bases after S.H.I.E.L.D. fell. The heroes have all reunited, and it appears have accomplished their mission but Tony Stark’s tampering with Loki’s scepter to create an A.I. results in the creation of Ultron, who decides it is his mission to wipe out humanity.
Avengers: Age of Ultronis an important entry in the development of the MCU. It fleshes outthe powerful Scarlet Witchand Quicksilver after their mid-credit tease inCaptain America: The Winter Soldier. Itis the introduction to the android Vision, and it establishes Hawkeye’s family, which will become important in future projects likeAvengers: Endgameand the Disney+ series, Hawkeye.
The film additionally expands on the idea of Vibranium, first teased inCaptain America: The First Avengerand will later become a major plot point inCaptain America: Civil WarandBlack Panther. Ultron raising the city of Sokovia and The Avengers needing to destroy it lays the groundwork forCaptain America: Civil Warwith Thor and Hulk going on two separate space journeys that will have them collide inThor: Ragnarök.
WhilePhase 1 of the MCUended with an Avengers film, Phase 2 instead offered a small pallet cleanser in the form ofAnt-Man. After a prologue in 1989 (a year after Peter Quill was abducted by the Ravagers inGuardians of the Galaxyand the same year that Carol Danvers gets her powers),Ant-Mantakes place afterAvengers: Age of Ultron.This is made clear by the fact that Scott Lang, Hank Pym, and Hope Van Dyne are shocked to discover that a former Stark Industry warehouse has now become the New Avengers headquarters.
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Ant-Manestablishes that Hank Pym operated as the superhero Ant-Man in the 1960s, and worked alongside MCU mainstays like Howard Stark and Peggy Carter at S.H.I.E.L.D. It also is revealed that Hank’s wife, Janet Van Dyne, was the original Wasp and was lost in the Quantum Realm in 1987, setting upAnt-Man and the Waspas well asAvengers: Endgame. Ant-Man’s fight with The Falcon also tees up his involvement inCaptain America: Civil War. With all these major elements that will come into play within the next phase, it makesAnt-Manthe perfect segue between Phase 2 and Phase 3. Also, as a fun tidbit: it establishes Scott Lang was imprisoned for three years, meaning he was arrested in 2012, the same year as the Battle of New York in The Avengers.
