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, which began with Iron Man 3 in May 2013, features individual superhero films that build to a crossover film, Avengers: Age of Ultron (2015). Phase Two ended with Ant-Man in July 2015. Phases One, Two, and Three make up "The Infinity Saga" storyline.

Kevin Feige produced every film in the phase, while Age of Ultron writer and director Joss Whedon consulted on all the films. 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 films. Walt Disney Studios Motion Pictures distributed the films, which grossed over  billion at the global box office and received generally positive critical and public responses, with particular praise going to The Winter Soldier.

In addition to the feature films, the phase also includes two short films that Marvel Studios created for their Marvel One-Shots program—Agent Carter and All Hail the King—to expand the MCU. Each feature film also received tie-in comic books and some received tie-in video games. Ant-Man was marketed with the in-universe news show WHIH Newsfront.

Development Following the release of the Marvel Cinematic Universe (MCU) film Iron Man 2 (2010), the timing and distribution of a possible third Iron Man film were 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 $115million 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 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[s] 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 because it was the first Marvel Studios film to not also begin with a distributor logo, due to the studio's acquisition by Disney. Each film in the phase features a hand or arm being cut off, a reference to the Star Wars franchise where that also happens often. Feige said this was not intentional to begin with, but once the studio realized the pattern they ensured it was continued through the end of the phase.

Films

+ Film U.S. release date Director(s) Screenwriter(s) Producer Iron Man 3 Shane Black Drew Pearce & Shane Black Kevin Feige Thor: The Dark World Alan Taylor Christopher L. Yost and Christopher Markus & Stephen McFeely Captain America: The Winter Soldier Anthony and Joe Russo Christopher Markus & Stephen McFeely Guardians of the Galaxy James Gunn James Gunn and Nicole Perlman Avengers: Age of Ultron Joss Whedon Ant-Man Peyton Reed Edgar Wright & Joe Cornish and Adam McKay & Paul Rudd

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 post-traumatic 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 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 Hollywood, Los Angeles, 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, 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 84th 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 U.S. on November 8.

The film is set one year after the events of The Avengers. Chris Evans briefly makes a cameo appearance 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 [Evans] 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, 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 Hollywood, Los Angeles, on March 13, 2014. It was released internationally on March 26, and in the U.S. on April 4.

The film is set two years after the events of The Avengers. Stephen Strange is mentioned 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. The revelation that S.H.I.E.L.D. has been infiltrated by Hydra is the main plot point of 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 U.S. on August 1.