While theMCU’ssecond phase of films is fairly impressive as a whole, there are still some moments and elements that haven’t aged so well. Characters were underutilized, relationships went nowhere, and some villains were completely forgettable. To that end, it’s interesting to look back over just over a decade sinceMarvel’s Phase 2first began.
Phase 2 of the MCU consists of six Marvel Studios films released between 2013-2015. This includesIron Man 3,Thor: The Dark World,Captain America: The Winter Soldier,Guardians of the Galaxy,Avengers: Age of Ultron, andAnt-Man.To that end, here are 10 scenes from Marvel’s Phase 2 that have aged rather poorly in the years that have followed.

How To Watch the Marvel Movies In Order (By Release Date & In Order Of MCU Timeline Events)
Want to catch up before the next release, or just revisit the universe for a refresher? Here’s the order to watch the entire MCU timeline.
10Iron Man 3’s Mandarin Twist
Shang-Chi Only Helped A Little
First seen in the trailers forIron Man 3, Sir Ben Kingsley’s casting as the apparent MCU Mandarin was very well received with plenty of excitement.However, said excitement turned into shock and disappointment with the major twist in the movie that Kingsley’s character was not the true Mandarin, leader of the Ten Rings terrorist organization. Instead, the “Mandarin” was revealed to be nothing more than an actor named Trevor Slattery who was hired by Guy Pearce’s Aldrich Killian in his bid to control both sides of the war on terror.
WhileIron Man 3’sMandarin twist was a bold decisionand an objectively creative way to subvert expectations, it did so at the expense of one of Iron Man’s greatest foes from the original comics. The real Mandarin’s debut in 2021’sShang-Chi and the Legend of the Ten Ringsdid help take some of the sting, especially considering how the movie addressedIron Man 3with an appearance from Kingsley’s Trevor. However, it’s still unfortunate that Iron Man never got the chance to face the true villain in the MCU.

Iron Man 3
Cast
Iron Man 3 pits genius-billionaire-playboy-philanthropist Tony Stark (Iron Man) against the Mandarin, an enemy whose reach knows no bounds. When Stark finds his world destroyed by his mysterious antagonist, he embarks on a dangerous quest to find those responsible. His journey will test his character at every turn. With his back against the wall, Stark is left to survive by his own devices, relying on his ingenuity and instincts to protect those closest to him and determine whether or not the suit makes the man or if Tony himself is the hero.
9Tony Stark’s Retirement Makes Zero Sense
He Didn’t Actually Retire
At the very end ofIron Man3, Tony Stark acts like he’s done as Iron Man. This is shown through very clear narration from Tony, blowing up all his suits, and even undergoing surgery so that he no longer needs the arc reactor in his chest to keep him alive. However, Tony is right back to being Iron Man in 2015’sAge of Ultron, as well as in multiple movies afterward, until he dies inAvengers: Endgame.
2016’sCaptain America: Civil Warbriefly addresses the fact that Iron Man’s retirement didn’t take because he doesn’t want to stop being Iron Man. However, there was never any weight behind it or any gaps in the MCU to show Stark legitimately trying to leave his armor behind. To that end,the bulk ofIron Man 3’sending doesn’t make much sense considering the aftermath and how quickly Tony Stark ended up right back in a suit of armor(including the entire Iron Legion he made to assist the Avengers).

8Jane Foster’s Dark World Role
A Constant Damsel In Distress
Rather than one scene on its own,it can be argued that Jane Foster’s entire role inThor: The Dark Worldhas aged quite poorly, (and won’t ever get better). The entireThorsequel sees Jane as a constant damsel in distress, while also being a walking plot device once she inadvertently absorbs the Aether aka Reality Stone. As such,it’s no wonder that actress Natalie Portman didn’t return forThor: Ragnarok. That said, her role inDark Worldwas made somewhat better given her improved role as The Mighty Thor inLove and Thunder(though not by much considering its own problems).
Thor: The Dark World
Thor: The Dark World, the second installment in Marvel’s Thor series, follows the titular hero as he faces Malekith and the vengeful Dark Elves. With the universe threatened, Thor joins forces with allies, including Jane Foster, to thwart the cosmic peril and restore balance to the realms.
7Thor: The Dark World’s Villains Are Incredibly Forgettable
Malekith May Be One Of The Most Boring MCU Foes
The only thing worse than Jane Foster’s frustrating role inDark Worldwas the movie’s primary villains.To this day, the Dark Elves are some of the most forgettable foes in the entire MCU. Unlike other MCU villains, there was next to no dimension behind their goals, nor anything compelling about their leader, Malekith.All Malekith wanted was to claim the Aetherto bathe the universe in ambiguous darkness. Aside from the smallest of Easter eggs, they’ve never been revisited since (and for good reason).
6Thanos In GOTG Came At The Expense of Ronan
The Kree Could Have Been Far More Interesting
The Kree’s Ronan the Accuser (Lee Pace) could have been a fearsome villain on his own inGuardians of the Galaxy. However,Ronan’s intimidation factor and agency were massively limited with the inclusion of Thanos, the Mad Titan’s first major appearance in the MCU with voice lines apart following his debut cameo at the end of 2012’sAvengers. As such,Thanos took much of the spotlight away from Ronan, despite the brutal Kree fanatic’s defiance of his people’s recent truce with Xandar, seeking vengeance based on their ancient rivalry he refused to abandon.
Guardians of the Galaxy
Guardians of the Galaxy is part of the Marvel Cinematic Universe, featuring Chris Pratt as Peter Quill. Abducted from Earth as a child, Quill navigates intergalactic adventures, becoming entwined in a conflict centered on a powerful orb coveted by Ronan the Accuser.
5Hydra’s Defeat So Soon After The Winter Soldier
They Should Have Posed A More Significant Threat
The reveal in 2014’sCaptain America: The Winter SoldierthatHydra had long been embedded within every level of SHIELDwas a huge twist in the MCU. However,Hydra was seemingly defeated with the Avengers taking down their last major holdout at the beginning of 2015’sAge of Ultron. As a result, this took quite a bit of punch out of the Hydra reveal, especially when the organization could have remained an ongoing threat.
It can be argued that this problem was circumvented thanks to ABC’sAgents of SHIELDwhich saw Phil Coulson and his team continuing to fight Hydra cells for years afterAge of Ultron.However, the popular MCU show is no longer considered part of the canon, meaning that the issue technically still stands as far as Earth-616 and the Sacred Timeline is concerned. It also hasn’t stoppedSHIELDfans from holding its canon status in their hearts either.

Avengers: Age of Ultron
Avengers: Age of Ultron, released in 2015, follows Earth’s Mightiest Heroes, including Iron Man and Captain America, as they contend with Ultron, a rogue AI with plans for global annihilation. This Marvel sequel sees The Avengers form uneasy alliances and embark on a perilous global adventure to thwart Ultron’s schemes.
4Ultron Was Wasted In The MCU
He Deserves More Than A Single Appearance
Ultron is one of the Avengers' most dangerous and powerful villains in the comics. To that end,Ultron’s apparent demise at the end of his debut appearance was seen as a travesty, especially seeing as how he’s yet to return at any point in the MCU canon. Voiced by James Spader and seeking to upgrade both himself and humanity, Ultron was one of the most compelling and charismatic villains the MCU has to offer. With any luck,Ultron will indeed return as has been rumored for the upcomingVision Questseries.
3Thanos' Age of Ultron Post-Credits Is Super Weird
“I’ll Do It Myself”
Age of Ultron’smid-credits scene is quite odd. Not only does Thanos still have old visual design more his improved look inInfinity War, but his comments while picking up the Infinity Gauntlet about “doing it himself” make it seem like he had a hand in Ultron’s actions with the Mind Stone. In reality, he’s referring to Loki and Ronan who failed to bring him the Space and Power stones. It’s pretty bizarre, though somewhat understandable asMarvel likely wanted to continue its Thanos build-up with a post-credits sceneas they had with the firstAvengers.
2Hulk and Black Widow’s Romance
It Never Went Anywhere Meaningful
Hulk and Black Widow’s romance was as strange as it was underutilized beyond its beginning inAvengers:Age of Ultron. Having had no real basis in the comics,the decision to make Hulk and Black Widow romantically involvedcame across as very strange, especially during anAvengersfilm that didn’t give enough time for their relationships to truly be fleshed out beyond the focus on their respective struggles as to why they couldn’t or shouldn’t be together. Likewise, the romance never went anywhere meaningful in the MCU going forward.
1Ant-Man’s Final Post-Credits Scene
Just Future Civil War Footage
The last film in Marvel’s Phase 2,Ant-Man’spost-credits scenewas exciting upon its release. Featuring Steve Rogers and Sam Wilson with Bucky Barnes' Winter Soldier, Captain America and Falcon are talking about their next moves, while also teasing Ant-Man’s future involvement inCaptain America: Civil War. However, the same scene is featured within the thirdCaptain Americamovie itself. As such,Ant-Man’spost-credits scene is far less interesting looking back, as it wasn’t actually unique footage setting up the future crossover movie.
Ant-Man
Ant-Man follows master thief Scott Lang as he becomes a hero under the guidance of Doctor Hank Pym. Using his Ant-Man suit, Lang gains the ability to shrink in size while increasing in strength, and together they must protect the technology from new threats and execute a world-saving heist.

