Phase 1 of the Marvel Cinematic Universe was 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 for Iron Man, Thor, and Captain America all dealt with the immediate aftermath of The Avengers and 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 of the powerful Scarlet Witch, The Falcon, Quicksilver, and Vision. It also signals the start of The Winter Soldier’s redemption into Bucky Barnes.

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Unlike every other Phase in the MCU, Phase 2 is the most straightforward — the films’ chronological order matches the 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.

MCU Phase 2 Movies in Chronological Order

  • Iron Man 3 Thor: The Dark World Captain America: The Winter Soldier Guardians of the Galaxy Avengers: Age of Ultron Ant-Man

Iron Man 3

     Walt Disney Studios

Iron Man 3 takes place roughly six months after The Avengers, in the holiday season of 2012. The world has been drastically altered by the events of the movie and so has Tony Stark, who has started to have post-traumatic stress nightmares following his near-death experience.

Iron Man 3 does 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, the Ten Ring’s real leader Wenwu, who is the primary villain in Shang-Chi and the Legend of the Ten Rings.

Thor: The Dark World

Thor: The Dark World takes place roughly a year after The Avengers, and it is established that Thor’s quest in The Avengers was 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.

Thor: The Dark World is the first MCU film where the term Infinity Stone is mentioned, and it retroactively establishes the Tessaract from Captain America: The First Avenger and The Avengers as 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 up Guardians of the Galaxy.

Captain America: The Winter Soldier

Captain America: The Winter Soldier seems to take place roughly two years after The Avengers, and 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 aka The 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 up Avengers: 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.

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Guardians of the Galaxy

Unlike all the other Phase 2 MCU films, Guardians of the Galaxy is the only one to explicitly state when it takes place: 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 since The Avengers defeated him he has begun his quest.

Guardians of the Galaxy introduces a whole host of new characters to the franchise: Star-Lord, Gamora, Drax, Rocket Raccoon, Groot, Nebula, Yondu, and even Cosmo the Spacedog, who will appear in both The Guardians of the Galaxy Holiday Special and Guardians of the Galaxy Vol 3. It also features the first full explanation of the Infinity Stones for audiences. Guardians of the Galaxy was 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: Age of Ultron picks up in the aftermath of Captain 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. result in the creation of Ultron, who decides it is his mission to wipe out humanity.

Avengers: Age of Ultron is an important entry in the development of the MCU. It fleshes out the powerful Scarlet Witch and Quicksilver after their mid-credit tease in Captain America: The Winter Soldier, it is the introduction to the android Vision, and it established Hawkeye’s family which will become important in future projects.

The film additionally expands on the idea of Vibranium, first teased in Captain America: The First Avenger and will later become a major plot point in Captain America: Civil War and Black Panther. Ultron raising the city of Sokovia and The Avengers needing to destroy it lays the groundwork for Captain America: Civil War with Thor and Hulk going on two separate space journeys that will have them collide in Thor: Ragnarök.

Ant-Man

While Phase 1 of the MCU ended with an Avengers film, Phase 2 instead offered a small pallet cleanser in the form of Ant-Man. After a prologue in 1989 (a year after Peter Quill was abducted by the Ravagers in Guardians of the Galaxy), Ant-Man takes place after Avengers: Age of Ultron 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.

Ant-Man establishes 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 Janett Van Dyne was the original Wasp and was lost in the Quantum Realm in 1987, setting up Ant-Man and the Wasp as well as Avengers: Endgame. Ant-Man’s fight with The Falcon also tees up his involvement in Captain America: Civil War. With all these major elements that will come into play within the next phase, it makes Ant-Man the perfect segue between Phase 2 and Phase 3.

MCU Phase 2 Movies in Order of Release

  • Iron Man 3 - May 3, 2013 Thor: The Dark World - November 8, 2013 Captain America: The Winter Soldier - April 4, 2014 Guardians of the Galaxy - August 1, 2014 Avengers: Age of Ultron - May 1, 2015 Ant-Man - July 17, 2015