Inside Joke Theatre - Randy Lander's Blog: 04/01/2019

1. Avengers Endgame

Back when this was about to come out, I sat down and watched the entire MCU in order, and did a write-up of each film. Some folks enjoyed it, and I wanted to write one for Avengers Endgame, which turned out to be my favorite MCU movie and also a perfect capper for the entire series. Yes, it will continue after this, and yes, Spider-Man Far From Home serves as a sort of nice epilogue, but in a very real way, this was the last MCU movie. What comes next will be very different. So if you're interested, settle in, this will be a long one. And full of spoilers. If you haven't seen Endgame by now, I'd be surprised if you care about spoilers about it.

I've gotten used to the MCU team accomplishing impossible tasks. The first great superhero movie in Iron Man (back off, Blade and '70s Superman fans). The first successful superhero team movie. Making characters like Ant-Man and Doctor Strange and the Guardians of the Galaxy into household names. Taking an impossibly large cast and making Civil War, and then Infinity War, and then Endgame. But what the Russos and Markus and McFeely accomplished in Endgame is truly impressive. A love letter to a 22-film franchise, with at least a nod to every single one of those films, layered deeply so that those who have seen them too often (like me) got extra little Easter eggs and surprises in dialogue or moments. The biggest, best, most ambitious superhero vs. supervillain battle we've seen on the big screen. Payoffs to moments some of us have been waiting for at least as long as 2012, and probably honestly longer. A satisfying conclusion to the arcs of the two main heroes, Captain America and Iron Man, who served as our lynchpins of this universe up to this point.

Tony Stark's arc was going from a narcissistic war-monger to a hero who sacrifices everything from the greater good. Steve Rogers goes from being the guy who sacrifices everything for everyone else to finally earning the bit of happiness he deserved by making a slightly more selfish decision for once. Thor's arc went from being someone who needed to learn humility and humanity to someone who was humbled and had to learn how to accept that failure is part of a hero's journey, and to decide for himself who he wanted to be rather than letting his father, his brother, or his people decide for him. Black Widow went from a bleak past and seeking redemption to choosing the ultimate sacrifice and finding the redemption she wanted. Bruce Banner went from struggling with the monster inside to making his peace with him. And Hawkeye? Well, he was a little all over the map, to be honest, but they've got plenty of time to explore him in the Disney+ series now that they've got a better handle on the mix of wisecracking assassin and family man.

Going into this movie, I remember not really knowing what they were going to do. Most of the previous Marvel movies were at least loosely based on one comic series or other, even if they were heavily modified, but with Endgame, they really didn't have much of a roadmap. The second half of the Infinity Gauntlet graphic novel requires Silver Surfer, a very different Nebula, Reed Richards, and a whole bunch of other stuff that just plain didn't exist in the MCU. So instead what we got was a completely new story, one that revolved around a clever use of time travel, while still holding out consequences for the heroes' failure at the end of Infinity War, and one that paid off a lot of things that had been laid down in various movies.

The first 20 minutes of this movie are essentially the epilogue to Infinity War. The "what was Hawkeye up to" scene was originally in Infinity War, and I'm glad they made the decision to open with it here instead. Seeing what becomes of Tony and Nebula in space, and Captain Marvel coming to their rescue. Cap and Tony having a bitter confrontation where Tony blames Cap for all the failures, throws back all the acrimony they had in Civil War and Age of Ultron, and ultimately the Avengers, with Captain Marvel leading the charge, go to kill Thanos, only to find out that it doesn't matter, he's already won.

Then we get that slow roll "Five. Years. Later." When I first saw that in the theater, I audibly gasped. The audacity of doing that, of moving the timeline forward like that, combined with killing off your villain in the first 20 minutes, signified we were in for something big here. And I loved everything we saw of what had happened in those intervening five years. Steve Rogers running a support group for people coping with loss because of course he is. Black Widow as the coordinator of all things that need coordinated, from undersea earthquakes to space missions to Clint Barton running around murdering bad guys because why do they get to live when his family didn't? (I get you, Clint. I get you.) Tony gets his happy ending, with Pepper and Morgan. And Bruce has become Smart Hulk, in a nod every Peter David-loving fanboy was delighted to see. Ruffalo has so much fun being the slightly more aggressive, more dad-jokey, gentler but not all that gentle, Hulk.

Ant-Man. How much do we love Ant-Man in this movie? Paul Rudd sells the hell out of Scott Lang seeing his teenager daughter for the first time. He's the guy making the argument that they need to bring people back, because while the Avengers may have lost hope, he lost Hope, and he wants her back. And I love that Lang still doesn't entirely like or trust Stark, based on what Hank Pym told him.

I also love everything with Tony Stark in this movie. He's found peace and happiness and it turns out he's a pretty great dad to Morgan, having learned a few lessons after losing his first foster kid in Peter. And as blistering and effective as it is when Tony vents all his frustration at Cap, it is just as rewarding when he admits that resentment is corrosive, and returns the shield to his friend. Pepper Potts also gets some really key moments in this movie, from being the conscience Tony always needed to giving him permission to go when he needs it, to some pretty kickass moves in her first outing as a superhero (well, second if you count her fiery performance at the end of Iron Man 3). Every time I see Steve and Tony together, I remember how important the casting was of these two characters, of how much the MCU owes to Chris Evans and Robert Downey Jr.

Thor, on the other hand, while well cast in Chris Hemsworth, took some time to get right. His arrogant act was entertaining enough in Thor and Avengers, but it didn't have a great deal of depth. It was only when they realized that Hemsworth was a natural comedian that Thor started to feel right, and even if he's not a lot like his comic book counterpart, this version works better in the MCU. His PTSD Lebowski-esque role here earned some gripes from some people, but I loved seeing Hemsworth embrace the humor of it, and I also love that it's not played entirely for laughs. When he gets that heart-to-heart with his lost mother, or when he delights to see that he's still worthy of the hammer, or the absolute joy he has when he sees that Cap can wield the hammer? That's great stuff. And the epilogue with him and the Guardians has me very hopeful for the chemistry between Thor and the Guardians of the Galaxy, especially given what we already saw of it in Infinity War.

The time heist. Such a great framework to hang the movie on. We get to revisit Avengers, where it all began. Thor Dark World, which was Markus and McFeely's script, and which is in my opinion the weakest Marvel movie, and gets a bit of a redemption in this movie as part of the larger tapestry. And all the stuff with Guardians, which makes sense given that it's where Thanos began to loom a bit larger. Push comes to shove, it's the New York 2012 stuff I love the most, because Avengers is still high up on my favorite MCU movies, but it's all great.

But seeing it all through the lens of Ant-Man, who wasn't there, is so much fun. "They look like bad guys!" Seeing Captain America get to pull one over on the S.T.R.I.K.E. team in a nod to the memorable Winter Soldier elevator scene. Loki's amused look and opportunistic disappearance when Tony and Ant-Man fail to steal the cube. Captain America fighting himself, somewhat bemused at the naivete of his younger self.

Then there's the unplanned journey to 1970, which gives us Stan Lee's final cameo (perfect), a look at '70s-era SHIELD (more of this, please), the original Ant-Man helmet, and some really key moments for Steve and Tony's arcs. Tony, about to sacrifice his life (although none of us knew it at this point), gets a heart-to-heart with his father that he never wanted in life, one he's wanted since at least Civil War, which opens with him wishing for that talk. And learns that his father's brusque exterior masked a man who would do anything for his kid. Cap gets a glimpse of Peggy Carter, and as he's learned time travel is possible, starts to cook up a plan for when this is all over. You can see it on Chris Evans' face when you go back and watch it, just like you can see at the end that Bucky knew exactly what Cap was up to.

With the gauntlet assembled, there's not much time for fully mourning Black Widow, and instead Hulk uses the gauntlet after convincing Thor he's not up to it. We get that brief moment of success, with birds in the compound and Hawkeye talking to his wife, before Thanos of the past shows up to just wreck the place.

The last hour of this movie is reserved for the biggest, most ambitious, and I'd argue most successful fight in superhero history. Little bits, like Hulk holding up the mansion (in a nod to Secret Wars), or Hawkeye running from the space dogs, are fun, but the main event is the three main Avengers, Thor, Captain America, and Iron Man, facing off with Thanos. Together. Knowing how dangerous he is. At the peak of their powers, Thor wielding both Stormbreaker and Mjolnir, Cap with his shield, Iron Man with his biggest, best suit of armor, which has some nifty features like being able to channel god lightning into a series of repulsor blasts.

This battle was the thing I've been waiting 10 years to see, ever since Iron Man hit the screen. I never thought we'd see it. I definitely cheered out loud when Captain America picked up the hammer and was able to use it perfectly because of course he was, he's the world's best soldier. And when Thanos breaks Cap's shield, and Cap stands, alone, with a broken shield, ready to take on Thanos's entire army, that is pretty much peak Captain America there.

Which, of course, leads to "on your left," and the presentation of the entire damn Marvel Cinematic Universe. The return of characters we watched die in Infinity War. Everyone on the field, including Howard the Duck. And the line I've been waiting for since 2012, as Chris Evans delivers the perfect "Avengers Assemble" right before Giant-Man punches a leviathan out of the sky. I could spend another dozen paragraphs talking about all the great moments in that fight. Instead I'll just mention a few payoff moments. Black Panther remembering the name "Clint," which is a callback to Civil War. Scarlet Witch facing down Thanos so effectively that the only way he can stop her is to bombard her with weaponry that hits his own troops. Captain Marvel's perfect entrance, and her throwdown with Thanos, where she shrugs off his headbutt like it's nothing. All of the female heroes of the Marvel Cinematic Universe assembled for one moment.

Then there are the two finales here. One belongs to Iron Man, the guy Captain America accused of never being the guy to lay down on a wire, let others cross over him, sacrificing his life, the perfect life he built for himself, to save the world. And hanging on just long enough to say goodbye to his best friend Rhodey, his foster son Peter, and the love of his life Pepper, who gives him the OK to go by telling him that they'll be OK, that he can rest, before losing it once she knows he's gone and can't see her pain anymore. And of course, since Tony records last will and testaments for himself all the time (at the beginning of the movie, back in Iron Man 3), he's got one ready to go, and RDJ gets to give a nice, slightly meta speech about the universe they all live in, and close out with an "I love you 3000" for Morgan, his loved ones and (let's be honest) the fans.

The funeral scene, showing us every character in the MCU, is just note perfect, and seeing the quiet moment between Scarlet Witch and Hawkeye as they say goodbye to those they lost along the way is a nice touch.

Finally, we have the sendoff of Captain America. One last nod to First Avenger with his exchange with Bucky ("How can I? You're taking all the stupid with you"), and he returns as old man Cap, to give the shield to Falcon, and the last shot of the Marvel Cinematic Universe is Steve and Peggy, finally getting that 70-years-delayed dance. Perfect.

A few final thoughts. The music here is spectacular. Whether it's the song cues that lead to Tony and Nebula in space, or the music that introduces New Asgard, or the final song that scores Peggy and Cap's dance, the soundtrack is really good. Just as impressive, though, is Silvestri's score, which makes great use of the sweeping Avengers theme, drops in references to Captain America's theme (when Tony gives him the shield, when he passes the shield to Sam), or plays Captain Marvel's theme when she shows back up.

The CGI is pretty spectacular too. Not just in the final battle sequence, but making Tony look emaciated at the beginning, or making Cap look old at the end, or all the work that goes into the Hulk.

And it was nice to see some unexpected returns or small cameos here. Rene Russo returning as Frigga turned out to be really important, and she was one of the best parts of Thor Dark World. Robert Redford showing up to play Alexander Pierce. Tilda Swinton playing the Ancient One again.

I love this movie. And while I'm excited for Phase 4, if they never made another Marvel movie, if this was it? I would have been completely happy with that journey.

1. Avengers: Infinity War
This is my favorite Marvel movie. It isn't even close. Avengers was ambitious... Civil War was twice as ambitious... this is at least twice as ambitious as that. Roughly twenty main superhero characters, at least another dozen smaller players, the biggest major villain in the MCU to date, his four allies... all given at least something to do, and put together in a tightly-edited movie that is by turns fun, exciting, inspiring, and absolutely devastating.

Settle in, folks... this will probably be the longest write-up I do.

So much of what is done here is impressively set up and tell a story so that you don't have to have seen 20 other movies, although let's be honest, most of us did. The movie starts off by quickly establishing that Thanos, with only one stone, is more powerful than the Hulk, Thor, and Loki, three of the most powerful characters we've seen so far. His acolytes Corvus Glaive and Proxima Midnight easily handle Scarlet Witch and Vision, two of the other most powerful characters we've seen. Within 10 minutes of the movie beginning, half of Asgard is destroyed, Loki and Heimdall are both dead, the Hulk has been sent to Earth with his tail between his legs, and Thor is floating, left for dead, in space.

The movie also establishes each Infinity Stone as we go. The power stone destroys, the space stone teleports, the reality stone creates illusions that basically are reality, the time stone we saw established in Dr. Strange, the mind stone we saw established in Age of Ultron and Avengers. Only the soul stone is really left undefined... in that case, we see its cost, not its power, no doubt saving that reveal for Endgame. And Wong gives a quick verbal rundown for anyone in the audience who didn't see Guardians and doesn't know what the stones are.

There are some fantastic pairings here of characters who haven't previously worked together. I love how much egoists Stark and Strange hate each other, and the grudging respect they develop by the end. I love the sheer manic joy of Rocket and Thor, both grounded in tragedy, Thor more recently than Rocket. I love Peter Quill's jealousy of Thor, Drax's man-crush on the "pirate angel," and the interaction of the Guardians with Iron Man, Strange, and Spidey. And Shuri casually dismissing the two top scientists of the MCU, Stark and Banner, with "I'm sure you did your best" cracked me the hell up.

I also like the new characters. Peter Dinklage as the giant dwarf Eitri, who made the gauntlet for Thanos, was a fun reveal when I first saw it, and I think it works. The Black Order is more interesting here than I've ever found them in the comics. And Thanos... Josh Brolin's Thanos, a mad man with a plan that is seated in noble goals with monstrous methods, is easily the best villain the MCU has yet had to offer.

It's been two years since Civil War, and this movie makes use of that. Cap's appearance, showing up to be an utter badass, along with his clearly highly-trained Secret Avengers Black Widow (looking a bit like Mockingbird, one of my favorites) and Falcon, is in my top five favorite moments in all 21 movies thus far. It gets me every time. Banner's reunion with Natasha is small but important, and I love Banner's general bewilderment at everything that has happened in the past two years. Seeing Red Skull on Vormir made me jump in my seat with glee and surprise the first time I saw it, because I did not see that coming even a tiny bit.

Civil War ranged across the globe... Infinity War ranges across the universe. Nidavellir, Vormir, Knowhere, Titan, cut together along with sequences in Wakanda, this movie is edited together beautifully, always keeping the story moving, always keeping the audience guessing.

And the third act contains probably the most impressive battle scenes we've ever seen in Marvel movies, topping the Battle for New York and the airport fight in Civil War. Doctor Strange vs. Thanos is an epic level we've not seen before. Thanos throws a *moon* at Iron Man. The entirety of Earth's heroes gather in Wakanda to fight Thanos's army to try and give Vision a chance at survival.

Then there's the ending. The snap, and all that came after. I outright *sobbed* in the theater at Spidey's death, and it still gets to me. Watching people vanish, realizing they were actually doing this, was just amazing.

I love so many moments in this movie... I can't possibly mention them all, but I did take notes as I was watching, so I'm going to roll them out without much in the way of context:

"We have a Hulk."

Dr. Strange and Wong talking about money, food, and Ben & Jerry's flavors

"He's from space, he came here to steal a necklace from a wizard."

Mantis's mean face

Okoye's "I thought we'd get a Starbucks."

Rhodey messing with Banner about bowing

Spidey being made an Avenger

Groot forming Stormbreaker

The two Peters debating Footloose

"Get this man a shield"

"This will be the end of Wakanda. Then it will be the noblest end in history."

Cap and Black Panther running out in front of the rest

Thor's arrival in Wakanda

Doctor Strange using the crimson bands of Cytrorak

Winter Soldier spinning with Rocket in his other arm

"He'll die alone, as will you. She's not alone."

Okoye, Widow, Witch vs. Proxima

The early buzz on Endgame is that it's a very satisfying ending. This time tomorrow, I'll be about 3/4 of the way through. I cannot wait. I probably won't do a write-up right away, for spoiler reasons and also because I'll need a couple extra viewings to be able to write it up like this. But this has been a fun project, hope y'all enjoyed reading the write-ups as much as I enjoyed this walk down memory lane and putting my thoughts out there and all the discussion that has resulted.

2. Captain America: Civil War
So remember how I said Winter Soldier was gonna be a long write-up? This one might be longer. I outright hate the comic this is based on, which makes very little sense and is full of Mark Millar's misunderstandings of superheroes. I don't really want my heroes fighting each other, and I don't really want to examine the realities of collateral damage, government oversight, etc. in my superheroes. A little realism, yes, but ultimately I want my superhero universe to be one in which the good guys do the right thing and the bad guys are defeated, and someone like Captain America can actually be always right all the time.

So why do I love this movie so much? Because it takes a premise I shouldn't like, a comic I don't like, and creates the most perfect superhero team film we would see until 2018. It is built on the shoulders of everything that has gone before, notably all the Avengers, Captain America, and Iron Man movies that went before. It couldn't exist without those films, and yet I can't bring myself to rank it lower than those movies, because this really was the pinnacle of everything that had gone before, and the perfect way to start Phase 3. If we were to have a thread where everyone named their favorite moment, and you couldn't pick something someone else had already picked, we'd be hundreds of comments in before we'd run out of possibilities for me. My notes as I watched this and was getting ready to write this were about three times as long as all the other movies. It is packed.

And yet, to me, it never feels crowded. The friction between Tony and Cap is well-earned, developed over the course of two movies, and each of the two leads is right where they need to be for Zemo's plan to work. Tony is still struggling with his PTSD, he feels responsible for creating Ultron, for starting the heroic age, he is absolutely looking for someone not to absolve him but to punish him, and along comes Alfre Woodard's Miriam and William Hurt's Ross to push him right where he wants to go. At the same time, Cap has just come off trusting an institution instead of people and seen it all fall apart, he's reeling from learning his oldest and best friend is still alive, but he's not sure he can bring him back, and the last thing he would do is put this group of people he leads and trusts into the hands of someone untrustworthy like Ross. What I love about the movie version of Civil War is that they're both right, and they're both wrong. I mean, I'm Team Cap, always and forever, but I understand why people would be Team Iron Man.

Daniel Bruhl's Zemo is a good catalyst and a pretty good take on a classic villain. Making him Sokovian special forces instead of a Nazi scion is a good call, and he makes a good meticulous planner foe, someone who can't touch the Avengers physically but who can play them against each other. Sure, I wish we'd gotten the purple mask and the fur-lined costume, but there's always time for that, since they wisely didn't off him in this movie. This movie also introduces Black Panther (who is perfect) and Spider-Man (who I didn't ever want in the Avengers in the comics, but I love his role here). It features Giant-Man. It introduces Redwing. It features the famous Hawkeye + Ant-Man cover homage, one of my favorite covers featuring one of my favorite heroes. It has Vision in a sweater and the burgeoning Vision/Scarlet Witch romance.

And then there are the action scenes. The opening with the Avengers taking on Crossbones. The stairwell fight between Cap, Bucky, and German (Romanian? I feel like they're German) special forces. That amazing motorcyle/car chase in the tunnels of Bucharest with Black Panther, Falcon, Cap, and Bucky. A programmed Winter Soldier taking on Black Panther, Tony Stark, Widow ("You could at least recognize me!"), and Agent 13. Cap holding the helicopter back single-handedly. The throwdown between the heroes at the Berlin airport. That last fight between Iron Man, Cap, and Bucky.

Then they wrap things up by leaving me excited for what's to come. The tease of what's going to happen with the Avengers now that they've split. The tease of more Spider-Man. The tease of Black Panther.

If I have gripes, they're minor. Age of Ultron spent a *lot* of time showing the Avengers doing a lot of work to make sure civilians were safe, so having them responsible for the death of Zemo's family *and* Charlie feels like holding them to an impossibly high standard. Same with the Wakandan incident that starts the whole thing, because if Wanda doesn't intervene, a lot more people, including her and Cap, die on the ground. Seems like T'Chaka is holding her to a pretty high standard, given that he's the guy who murdered his own brother. I understand that we need the heroes to be a little culpable for this to work, so I buy into it, but it's like when comic writers have Hulk with a high death count. I don't want the Hulk to have murdered a bunch of people. I don't need that particular bit of realism.

I feel like I've barely scratched the surface of why I loved all this. I haven't touched on the storylines with Agent Carter, and how I love that she gets the "no, you move" speech, even if I think that ethos could easily be misappropriated. Just how much I loved their Spider-Man and Black Panther. But I think I've made it pretty clear why this movie still stands out as one of my favorite MCU movies, until Infinity War came along and basically multiplied its ambition and cast of characters by ten. So I'll close with this:

"When you can do the things that I can, but you don't... and then the bad things happen. They happen because of you." (The perfect rephrasing of Spidey's great power/great responsibility bit)
"Queens. Brooklyn." "I can do this all day." "Tony Stank?"

(By the way, it occurred to me, right about the time Stark called Winter Soldier "Manchurian Candidate" that there's probably a list out there of all the nicknames he used, and I'm gonna have to go look that up.)

3. Avengers
I didn't really need to rewatch this one. I've seen it probably fifty times since it first came out in 2012. It ranks really high on my list, and always will, for several reasons. First, it came out roughly a month after I was diagnosed with cancer, right about the time I was thinking I was gonna die, and seeing these heroes I love brought to the screen in near-perfect fashion provided some inspiration I desperately needed. Also, I think people forget, now that we've reached "raccoon with a gun" and "Infinity Gauntlet" levels, how ambitious and crazy this was at the time, and how well it was pulled off.

It's got amazing action sequences (Cap, Thor, Iron Man facing off, the attack on the Helicarrier, not even mentioning the Battle of New York) and a fantastic script that gives everyone time to shine. So many amazing moments: $10 says you're wrong, Coulson's man-crush on Cap, Harry Dean Stanton, Hulk punching Thor, Hulk smashing Loki, etc., etc.

And some really amazing moments. I still remember the goosebumps and glee I got at the 33 minute mark when I realized they were actually, no fooling, doing the Helicarrier. On my never-to-be-realized bucket list is to stand on the deck of that set someday. Then there's the German man standing up to Loki and being saved at the last minute by Cap. The "Mr. Stark. Captain." moment I'd been waiting for since I was like 14. "That's My Secret, Cap. I'm Always Angry."

Loki was a phenomenal villain here, and if Thor hadn't fully developed into who he would be yet, there was still some great stuff, notably his running grudge match with the Hulk. Speaking of which, Mark Ruffalo's Hulk is basically introduced here and his science bro relationship with Stark threatens to steal the movie at some points.

4. Captain America: The Winter Soldier
Settle in... this may be one of the longer ones of these. :)

I didn't need to rewatch this one either, but of course I did because it is, arguably, objectively, the best Marvel movie. It takes elements from almost every movie that has gone before (Garry Shandling's senator from IM 2, SHIELD stuff from Iron Man and Thor, a ton from Cap and Avengers, naturally) and feels like the first fully-realized Phase 2 movie. This is where the Russos and Markus and McFeely basically planted their flags and said "This is what it's gonna be." And it stands alone as an amazing action thriller with nods to '70s Cold War tropes and '80s action shootouts. Arguably, one of the reasons this works where IM 3 and Thor 2 didn't is because an action thriller with a lot of car chases and gunfights is something that Hollywood knows how to do, and the superhero elements here are within the bounds of standard sci-fi, unlike the flying armored suit or Asgardian gods of IM and Thor.

But it's just so damn perfect. It's got plenty of humor, like that opening with Falcon and Steve that immediately establishes their rapport, but it also takes itself deadly seriously. It's got some really important stories about the nature of friendship and loyalty, not just Cap/Bucky but Cap/Widow, Fury/Widow, Fury/Cap, Fury/Pierce, Cap/Falcon, there are deep character relationships at the spine of this movie.

And the plot? We take it as a given now about the Hydra reveal, but that was a jaw-dropper when this hit. A game-changer for the burgeoning MCU, and something that upped the stakes in a way that is very different from Tony dealing with PTSD or Thor dealing with a dark elf plot to end the world that never felt like it could have real consequences. You knew going in that the Insight Helicarriers weren't going to murder 20 million people, but SHIELD did fall apart, a lot of people died (aside: wow did Winter Soldier kill a bunch of innocent people), and you definitely felt like "Wow, are they really not gonna pull this off?" even as you consciously knew "Of course they are." And when I first saw this? I honestly thought they had killed Fury, and was surprised (and pleased) when they revealed he'd faked his death.

The action scenes are phenomenal. Cap, Widow, and STRIKE versus Batroc (BATROC! That is crazy!) and his mercenaries. Fury's car chase. The elevator fight scene. The battle with Winter Soldier and his Hydra goons out on the street. And that last fight, with the three Helicarriers and SHIELD headquarters? I have said before that Winter Soldier has kind of a weak third act, but I was wrong, because I had forgotten how good that running battle is.

And then there are the little details, and I could go on and on. Winter Soldier's shriek-y theme makes him all the more terrifying, and is a nice sound note. The Triskelion and the Super Soldier version of Cap's costume from the comics perfectly realized. Robert freakin' Redford as one of MCU's most memorable villains. Peggy and Sharon Carter. The Trouble Man soundtrack.

This is the movie that really kicks Phase 2 and the following Phase 3 into high gear. It is only because I love Avengers so much, and because it was the first one to get to this territory, that I still rank it a little higher, but I can't argue anyone who puts this at #1.

5. Black Panther
This movie is probably the best origin story movie Marvel has done. I love the first Cap, and Iron Man deserves credit for being the central tentpole of the whole thing, but Black Panther is an origin movie that had to introduce a character a lot of people didn't know, explore a completely new part of the mythos, and tell a satisfying, fun story. If it had done one or two of those things, it would have been a success, but it does all three.

No surprise that the director of Creed would do some good fight scenes, but the action in this one is especially good. Leave aside the challenge fights between T'Challa and M'Baku or T'Challa and Killmonger, which are visceral, quick, and powerful. Leave aside the opening, which sees Black Panther operating like a bulletproof Batman against a cadre of kidnappers. Let's talk about that fight scene in the Korean casino, scored to some incredible music, and featuring jumps and spins and badass spear work for Okoye. Let's talk about the car chase that follows, which makes great use of the vibranium car, the remote Kimoyo beads, and the nature of vibranium spears for a thrilling chase scene that's briefer than Winter Soldier's car chase with Fury but a pretty close second for best chase scene in the MCU.

The character work is terrific. Making Nakia not a spurned Dora but instead a Wakandan spy, with a will-they/won't-they relationship with T'Challa, really works. Okoye and the rest of the Dora Milaje are perfectly realized. Angela Bassett kills as T'Challa's mother. And Shuri, transplanted from a rough idea in the comics into the fully formed, sarcastic, brilliant character who damn near steals this movie, is a revelation.

Then there's M'Baku, who could have been a one-note character but instead becomes a surprising and noble ally, paying off beautifully at the end and then resonating all the way into Infinity War. Andy Serkis, meanwhile, plays Klaw as one-note, but it's a fun note. This dude is having the time of his life being an illegal arms dealer, and it's fun, and I'm a little sad that Killmonger kills him.

And Killmonger? Definitely in the running for best villain in the MCU. Michael B. Jordan plays him as a broken kid who grew up mean, but also smart and capable, having fun at the expense of others' pain. And he's not entirely wrong. In fact, you can argue that he gets at least some of what he, and his father, wanted here, as T'Challa realizes that Wakanda can't isolate themselves, and maybe they do owe something to all the black people persecuted in the world who don't have vibranium weapons to defend themselves.

The re-invention of the Panther mythology is really good. The five tribes forming around an asteroid that landed and provided the vibranium is not whole cloth, it's all drawn from the comics, but it's given better form here, and laid out with great exposition in that opening story, which takes on new weight when we realize it was not T'Chaka speaking, but N'jobu. There are also little details like the technology in T'Challa's suit, the Kimoyo beads (repurposed from Priest's run), the Wakanda Forever salute, and all the cool stuff with the sand table.

There's also a ton of great design work on this one. The Wakanda Design Group inside the Vibranium mound, the colorful gathering for the challenge, the streets of Wakanda, the invisible shield that hides them from the world... the way they made Wakanda comes to life makes me want more of Marvel's fictional locations in the movies. Savage Land, please? Mount Wundagore?

Beyond a little shaky CGI at the end, this film also has a fantastic third act, with a mini Wakandan civil war. There are war rhinos, and you have to admit that's just cool as hell, and super fun when Okoye stops one in its tracks because she's known that rhino all its life.

At it's heart, this is structured like a James Bond movie, if James Bond was king of a fictional African nation, which of course steps things up a few notches. But Shuri as his Q, T'Challa going out on a capture mission in South Korea, the whole thing plays like a super James Bond film at the outset, until it turns into more of an action-political drama for the second half. It's really a treat, and I can't wait to see what they do in future sequels after the huge, huge role Wakanda plays in Infinity War.

6. Guardians of the Galaxy
2014 was a watershed year for the MCU. While Winter Soldier set up the notion that superhero movies could be serious drama/action, and incorporate a complex narrative, Guardians of the Galaxy showed that the sky was the limit in terms of bringing in superheroes at their goofy best. James Gunn delivered a perfect mix of sincerity (with the themes of outcasts becoming a family and criminals choosing to become heroes) and balls-to-the-wall zaniness with the realization of Rocket and Groot, the snarky, cocky "Han Solo of the MCU" that is Chris Pratt's Star-Lord, and the envisioning of what Marvel's space universe looked like beyond the glimpses of what we'd seen on Asgard.

Without Winter Soldier, we don't get Civil War. But without Guardians, we don't get Thor Ragnarok, and without both of them, we don't get Infinity War. This is one of the reason why, though I like some of the movies that came after, Guardians and Winter Soldier will always rank higher, just as Avengers and Iron Man sort of earned their ranks as foundational to what would come.

Beyond all that, though? This is just a fun movie. I remember well the marketing campaign, and it's use of "Hooked on a Feeling," and the feeling that whatever else they were doing, they were going for it. It was going to be either a ton of fun or a hilarious trainwreck. And when they opened up with Peter Quill dancing his way through an alien ruin, and the title slammed up onto the screen, I knew we were in for a fun ride.

So many little things realized here, from Knowhere (I still can't believe we got Knowhere), the story of the Infinity Gems being made explicit, the Collector (more thoughts on the Elders of the Universe when we get to Ragnarok), Yondu's whistle-controlled arrow... also, there's mention of a Kree Emperor... I have to wonder if that means Carol succeeds in deposing the Supreme Intelligence in the intervening years.

The script by Gunn and Nicole Perlman is a joy as well. Some very memorable lines, including "What a bunch of a-holes," "Star-Lord. Finally." and of course, "We are Groot." The soundtrack sets it apart from the rest of the Marvel movies, and set the tone that this was something different, something that's paid off when we see the Guardians show up in Infinity War.

I've made mention of the "raccoon with a gun" point that the MCU reached, and this was it. The realization that they could do serious and grounded and *also* include the craziness of superhero genre tropes is what makes something like Infinity War possible. And while Kevin Feige, the Russos, Markus & McFeely, are essential to the MCU going forward, I'd argue that James Gunn had just as much influence.

7. Spider-Man Homecoming
This movie was an interesting look at how expectations can shape your perception. The first time I saw it, coming off of loving Spidey in Civil War, loving the trailers, I walked out disappointed. Something about it just didn't click, I think a lot of it was that really young, teenage, wannabe Tony Stark Spider-Man wasn't entirely what I wanted.

Every time I rewatched, though, I liked it a little bit more and watching it now, knowing where Spidey is going in Infinity War? Not being shackled by the story in my head that formed after I saw the trailers? I loved it.

For one thing, Michael Keaton's Vulture is one of the MCU's best villains. Converting him from an old man in a flight suit into a blue collar dad just making the best of things when Tony Stark and his white collar pals take away his living was a genius move. Like Killmonger or Thanos, while his methods might be overly violent and his morality overly simple, you can relate to what he wants. Also, the Vulture as a guy who picks over the carcass of fallen technology? Really good.

I also love the other nods to Spidey's villains, including the Tinkerer, the Shocker, Scorpion, and of course, Donald Glover as the Prowler.

The scale of this, the "friendly neighborhood" Spider-Man, is exactly what I want, and that's what this movie is about. Peter's journey is from Tony Stark fanboy, who just wants to leave his life behind and become an Avenger, to someone who realizes that he needs to protect the people and places around him. Ironic that the next step in his journey is to get exactly what he thought he wanted and then die, of course, but I like his journey. I love his "Springsteen moment" of turning down Stark at the end.

This is also a bit of a stealth Iron Man sequel, with heavy focus on an ironically grumpy Happy, Tony as reluctant foster dad, and even the surprise appearance of Pepper at the end. Last we saw, she had broken up with Tony, next time we see her, they're engaged, so I would love to know exactly what happened at that press conference at the end.

What a great update on Peter's supporting class, too. Flash as the rich kid science nerd version of a bully is so much more interesting than a physical bully, who is no threat at all to Peter after he gets his powers. Liz is reinvented as an interesting, intelligent woman who is kind of out of Pete's league. Zendaya's MJ is mostly lurking at the edges, but I can't wait to see more of her in the sequel. And Ned? Guy in the chair? Motor mouth with a million questions about how Spidey's powers and origins work? Loved it.

Also can't say enough about Marisa Tomei's Aunt May, who is a completely different take, warm and funny and perfect for this version of Spider-Man. That "what the f-ck" ending is one of my favorite moments of the movie.

Rewatching this, I'm even more excited for Spider-Man Far From Home after Endgame wraps things up.

8. Captain America: The First Avenger
One of my most formative comics was Gruenwald's Captain America, and so I think I was predisposed to like this movie. A World War II period piece by the guy who gave us the Rocketeer, starring, as it turned out, the most perfect casting imaginable for the heart of the MCU?

This movie has always been one of my favorites, and on rewatch, it remains so. Little tweaks like making Bucky Cap's contemporary pal instead of a child soldier, or Red Skull an early version of Erskine's formula, combined with note-perfect takes on the Howling Commandoes, Peggy Carter, Howard Stark, a lot of great action sequences, some clever dialogue, and probably the first great Marvel villain make this stand out.

Part of me wishes they could have returned to Red Skull, but the surprising way they did later on kinda worked. I also love the casting of Toby Jones as Arnim Zola. It's hard to argue that the Cap series gave us the best films in Winter Soldier and Civil War, but the first Cap doesn't get the respect it deserves, in my opinion.

9. Captain Marvel
This is the first of the MCU rewatches where I haven't had access to notes as I watched, so instead I scribbled down notes as soon as the credits were rolling. It's also the only movie I haven't watched at least a dozen times before, so I may not have my thoughts as fully realized as they have been with the others. I also haven't written extensively about this one, so it may be a little longer than usual.

When I saw this the first time, I was a little underwhelmed. It was a good origin movie, but I think I'd put it about middle of the pack, around where the Ant-Man movies are. This was my third viewing, though, and on each viewing I like this movie successively more.

Structurally, this does something different from the other origin movies. With the possible exception of Doctor Strange, most of the origin movies have the characters at their peak very early on, but Carol doesn't really come into her heroic identity until late in the third act. In fact, for a lot of this movie, the viewer isn't sure what her deal is, any more than she is. It's part of what makes it less satisfying on first watch, you're too busy trying to figure out the story to pay too much attention to all the great moments.

It's also noteworthy how important this movie is, in the same way Black Panther was. We've had female-led superhero movies before, most recently Wonder Woman, but Captain Marvel is set up as the most powerful heroine in the Marvel Universe. She leads this movie, which has not happened in the MCU before. We've had flashbacks, but this is the first full-on period piece, set in the '90s. We've seen SHIELD, but this is an important transition between the proto-SHIELD/SSR of First Avenger and Ant-Man and the full-on SHIELD we'd see blossom in Avengers. And there are so many great female parts in this movie, from Carol herself to the gender-flipped Mar-Vell to the mom/daughter duo of Maria and Monica Rambeau.

Speaking of Monica Rambeau, she's one of my favorite characters in the Marvel Universe, and I sure hope we see her older and powered in a Captain Marvel sequel, because she'll be in her thirties in the modern era, and there's a cute reference to "glowing like Auntie Carol" and that better not be the end of that story. I also love Maria Rambeau, and love that she got her own badass fighter pilot moment here. I like to think she went on to test pilot for SHIELD, and helped turn the quadjet into the quinjets we see in the modern day.

The theme of this one is powerful and clear, although to be fair I didn't pick up on it on first watch. But there's an easy read on this of someone escaping an abusive relationship, of standing up for themselves and taking the power that someone else has always told them isn't theirs. Certainly it is hammered throughout that Yon-Rogg has been telling Carol for the entire six years he knows her that she shouldn't get "so emotional" and should just "be logical" and if that isn't some typical patriarchal bullshit filtered through militaristic Kree society I don't know what is.

I also love the music in this. MCU films tend to be heavy on score, with the obvious exceptions of the Guardians films and some music in Ant-Man, but the '90s soundtrack here is great, and notable in that with a couple exceptions, it's all female-fronted bands. Carol may spend most of the movie in a Nine Inch Nails shirt, but at the end, she's decked out in one from Heart.

Brie Larson has gotten some flack for not being great in this, and honestly? I don't see it. She's playing a character with a drier sense of humor than Marvel usually has to offer, and she's a character who is fighting amnesia and brainwashing for half the movie, and I think she's exceptional here. The moment where she stands back up after adversity across her entire timeline is very well done. Her casual confidence in the final battle with the Kree, taunting her former captors, is particularly fun, but I also love the easy camaraderie she has with Nick Fury.

Speaking of, it's fun to see Samuel L. Jackson playing Fury in his early SHIELD days, when he hasn't become quite so jaded and controlled as he will be as Director Fury. His love for Goose is a ton of fun, and while I know some people absolutely hate the way Fury lost his eye, I laughed so hard and I love that it's something so seemingly ridiculous, and that he let a mythology build up around it. And it was also great to see a young Phil Coulson, to see how he earned Fury's trust early on.

This movie also does quite a bit of world-building off of what we've seen of the Kree in the Guardians movies. It's clear that the Ronan, Korvath, and Kree empire we see in Guardians is likely in the aftermath of the damage Carol is going to do to them in a Captain Marvel sequel. I love that we get a version of the Supreme Intelligence, I like the Kree Starforce as bad guys, and I like the hints at how space travel works in the MCU.

One of the big reveals in this movie is about the Skrulls, and I loved what they did here. It's a huge change from the comics, but the somewhat xenophobic "two evil alien races" thing is dated, and making the Skrulls refugees is a better and more interesting idea. It also allows Ben Mendelsohn to have a ton of fun as Talos.

There's also some interesting connective tissue that I suspect will become important here. Project Pegasus, first seen in Avengers, shows up here in its early stages. The reveal about the Tesseract, which had gone from Howard Stark to Project Pegasus and into SHIELD's hands, is interesting and raises a lot of questions. Also, I'm curious to see where a sequel lands. Will we see a lost adventure in the '00s where Carol secretly returns to Earth and works with SHIELD? Will we see what happens in outer space with Carol and the Skrulls and Carol and the Kree? It's unexplored territory, next door to what Guardians does but very different.

I'm also not sure theres a better demonstration of where we are, post "raccoon with a gun," then them going all in with having a Fleurkin in the movie. Can you imagine pitching that about 10 years ago?

Finally, it bears mentioning that the opening Stan Lee logo and "Thanks, Stan" has made me cry as the movie is opening three times now, and I expect that to continue.

This is a stronger movie than I first gave it credit for, especially when you consider this movie isn't for me. Every woman I know who has seen this has had an even stronger reaction to it, and I think it's great for that reason alone. I'm also quite pleased that it's huge success, critically and commercially, has pissed off all the incel trolls who wanted it to fail, and if *that* was all it accomplished, it would have been a success.

10. Iron Man

11. Avengers Age of Ultron
This is another one of the MCU movies that gets a lot of hate, and I don't understand it. As far as I can see, its major flaws are some problematic dialogue (Stark's "prima nocta" and Widow's poorly-phrased "I'm a monster"), Ultron being kind of a disappointing villain (more on that in a minute), and the whole thing being a little heavy on the CGI. All of which are arguments that it's a disappointing sequel to Avengers, but it is by no means a failure as a movie.

I think expectations were part of it. Age of Ultron *opens* with the kind of action sequence that was the climax of the previous film, with the Avengers taking down a Hydra base. It's got some great set pieces, including Cap throwing his motorcycle as a weapon, Hulk busting bunkers, and some fun stuff with Widow and Hawkeye as well.

The party scene in this one is probably the highlight. Just the Avengers and friends, hanging out in their new digs, goofing on who can lift Thor's hammer, I love that kind of stuff and thought it was well done here. In fact, the Avengers in the first movie are learning to live with each other, in this one we can tell they've been together a couple years. They have weird rivalries (Thor and Tony bragging on Jane and Pepper), burgeoning relationships (I love the Widow/Banner romance, especially given that Hulk traumatized Widow in the first movie, and now she's one of the few people he trusts, although if you dig into that one too much it can come off kinda icky), and Tony has clearly upgraded all of their gear. They also work together well as a team... Cap and Thor in particular get to work off each other a few times, but I also loved Widow using Cap's shield. Throw in stuff like the Iron Legion, Jarvis, Cho, and Hill serving as support, a "code green" and Veronica... they've been at this for a while.

There's a lot of connective tissue here. Tony's whole arc, creating Ultron because of PTSD from Avengers, from his role in starting the superheroic age, and worry about what's coming, spins right out of the past and out of Iron Man 3. And it got some flak for the visions and tie-ins that were clearly setting up Infinity War, but I didn't find Thor's diversion particularly distracting. And the Tony/Cap stuff, which started in Avengers, continues to simmer here, setting up Civil War.

Also, there are again some truly great action sequences. The Hulkbuster/Hulk fight is legitimately great. The motorcycle/Quinjet/truck chase in Korea has some terrific moments as well. And the Avengers throwing down against Ultron's robot army in Sokovia really works for me. As a Hawkeye fan, I also really enjoyed how much spotlight he got here, whether it was his rivalry with Quicksilver, the reveals about his family, or his great speech to Scarlet Witch in the heat of battle, which pays off with a great slow-mo badass intro for one of the MCU's big guns.

And Fury showing up with the Helicarrier at just the right time, with the theme from Avengers where the Helicarrier first launched? That's the kind of thing I come to these movies for.

Ultron is not everything he could be, but the notion of making him less an emotionless killing machine and more a dark mirror of snarky Tony Stark, one of his dads, makes sense. And I think the invention of the MCU Vision, a blend of Tony, Banner, Ultron, Jarvis, Thor's lightning, and the mind stone, and worthy enough to hold the hammer, is really good. I also love that the Vision/Scarlet Witch rescue scene would pay off with one of the great comic book romances being transferred to the screen.

So yeah, it's a bit scattered, but I always find this one an enjoyable watch. Not a bad way to close out Phase 2, with Ant-Man as kind of the light, fun, after-dinner mint before the darker Phase 3.

But... that ending... which I like... was a mean, mean tease. I better get Captain America saying Avengers Assemble at some point during Endgame, damn it.

12. Ant-Man and The Wasp
I decided to go slightly out of order, so I'm covering this one before Avengers Infinity War, because I want that to be the last thing I watch before Endgame. This may be the lightest and silliest of the Marvel movies (even moreso than Thor Ragnarok), because the scale is so small (no pun intended.)

Like the first Ant-Man, this isn't about saving the world. It's about preventing dangerous technology from falling into the wrong hands and about family. Scott's daughter and his ex, Hank, Hope, and Janet, and to a lesser extent, Scott and his ex-con pals.

There are a lot of really good actors given not much to do here. Walton Goggins is really good as Sonny Burch, but he's a third rate also-ran villain, and I'm a little sad that is the extent of his role in the MCU. Ditto for Randall Park as a nerdy Jimmy Woo, fun in the role but a pale shadow of the cool-as-hell FBI agent from the Agents of Atlas series. Even Lawrence Fishburne, perfectly cast as Bill "Goliath" Foster is relegated mostly to a secondary villain status, and given not a lot to do. We never even got to see him do the growth thing, which is a shame.

Meanwhile, Hannah John-Kamen starts off Ava/Ghost as this quirky, strange character but quickly turns into sort of a one-note crazy person. Great look, interesting powers, but not as good as it could have been.

That said, the strengths mostly outweigh the weaknesses. Michael Douglas' Hank Pym continues to be a grumpy delight, and pairing him with the warm, motherly Janet Van Dyne as played (all too briefly) by Michelle Pfeiffer makes me hope for more of that couple in the future. And Evangeline Lily is fantastic as Hope Van Dyne, the skilled badass that she always could have been. I love Paul Rudd's dopey Scott Lang, but if Pym had just given the suit to his daughter, the first Ant-Man movie would have been over in 10 minutes.

Also? The first movie did a great job showing how shrinking and controlling ants were cool powers. This one, with the addition of growth thanks to Civil War, takes everything a notch further with Hank's arsenal of cars with shrinking technology and the McGuffin that is the shrinking lab full of Pym tech. Also, the Thomas the Tank Engine bit from the first one is one-upped by Hope using a giant Salt Shaker and a giant Pez Dispenser as weapons.

Then there's that stinger, which makes this not just a lift-out light movie outside the canon. It was a gut punch in the wake of Infinity War, but based on what little we know of Endgame, it's going to be massively important.

This is a tough one to rank, because it's kind of light and fluffy, but it has some serious depth to it in the character stories and the importance to the canon. In addition, some of its best features wouldn't work without the establishing movies going before. I think ultimately I find this one a touch more rewatchable than the original Ant-Man, but I can't fault anyone who ranks it below, if only because this one requires all the establishing work from Ant-Man.

13. Ant-Man
I remember well the controversy of Edgar Wright leaving Ant-Man and Peyton Reed (of Bring It On fame) taking over. And while I'm curious to see the alternate reality Wright Ant-Man, I have a feeling that Reed's Ant-Man is more in line with what the MCU needed it to be, and as a big fan of the shared universe, I'm Ok with that particular creative sacrifice.

This movie works on a lot of levels. I have friends who name it their favorite Marvel movie, or at least in the top three. While most of the Marvel movies have a bit of a comedy/action vibe, this is the first one that leaned heavier into the comedy. Successfully, I might add, because this movie is really funny. Scott's horrified reaction when he first uses the suit, Luis's over-extended recap stories, "Baskin Robbins always finds out," there's a lot of funny stuff that really works.

Also, this is a movie that takes characters who have never fully worked because of the piecemeal nature of their continuity in comics and puts them together into a more streamlined narrative. And I say this as a big fan of comics' Hank Pym, Janet Van Dyne, and Scott Lang. But making Hank basically an embittered cranky bit of a dick works really well, especially as a foil for the legacy of the Starks. Giving Janet a heroic sacrifice and making the new Wasp Hank's daughter instead of his partner is a great idea that's more fully realized in the sequel. And Scott as sort of hapless dad who is out of his element is really fun. The casting on all three of these roles is perfect. Not to mention Luis, played by Michael Pena, as one of the best supporting characters in all of the MCU. Scott's extended family, whether his crime/security buddies or his ex-wife/her boyfriend are a little one-note but solid, but shout-out for great kid casting with his daughter Cassie, who is an important touchstone as well as potentially an interesting character in her own right if she ages up into Young Avengers-dom.

I'm a bit in the tank for this movie as well because heist flicks are my jam, and this is the superhero formula applied to the heist. Lots of good gearing up scenes, and a pretty solid infiltration, complete with some good surprises, notably "that's not a keychain."

Combining third-rate Avengers villain Crossfire and alternate personality Yellowjacket to make Ant-Man's nemesis is a good move, and the design of the Yellowjacket here, as a sort of miniaturizing Iron Man, is really good. There's also a lot of really cool stuff done with the shrinking powers, with Scott's ability to talk to ants, and they make great use of the shrinking technology for the heist and the fight scenes. That steps up a level in the sequel, but for everyone who said "a guy who shrinks sounds kinda boring" this movie has about a dozen answers.

Scott Lang also fulfills a function we haven't really had in the MCU yet, the everyman hero. Thor's a god, Iron Man is a billionaire genius, even Cap is the ultimate soldier. Scott is a pretty regular guy thrust into all this, and it's a much-needed dose of down-to-earth levity and perspective that pays off nicely in Civil War, and presumably in Endgame as well.

I place it a little lower than Iron Man and First Avenger just because those are so foundational and formative, and I place it below Age of Ultron because I like a big team set-piece movie more than a quieter action-humor piece, but this is one of the MCU greats, and I can't deny anyone who ranks it higher.

14. Guardians of the Galaxy 2
I know that this one is not held in high esteem by some, but I remember when I first watched it that it was exactly what I needed. I don't know why I was having a rotten day/week/month, but I desperately needed a heartwarming story of found family, some slapstick, some laughs, and sci-fi spectacle, and GOTG 2 delivers on all of that.

A lot of this comes down to what Guardians 1 did, but on a larger, even weirder scale. When it was proven that you could not only do a raccoon with a gun and his sentient tree that only knows three (arguably four) words, but make them beloved characters, Gunn doubled down. He gave us Ego the Living Planet (an inspired choice for Peter's dad, the comics version of his parentage is boring), Taserface, Mantis, and even a version of the original Guardians with Stakar and the rest.

I can understand why some would find it too jokey or too slapsticky, but I laughed through a lot of this movie. Rocket's trap-laden takedown of the Ravagers, Groot bringing things that are demonstrably not fins to Yondu, a pretty fun cameo by Zardu Hasselfrou, all made me laugh.

The family theme of this one really worked for me. The Guardians are a little bit Firefly, likable scoundrels, but on more of a Star Wars/MCU scale. Nebula/Gamora pays off in ways I wouldn't have expected, I found the Drax/Mantis story cute, and I liked Rocket's arc a lot. Also, I completely bought into the Yondu/Star-Lord story, enough so that I tear up every time I get to the ending.

There's also another pretty spectacular soundtrack. Opening with Mr. Blue Sky and a dance scene with Groot hooked me immediately, I absolutely adore the Rocket/Groot/Yondu taking on the Ravager ship sequence set to Come A Little Bit Closer, I think that Fleetwood Mac's "Break the Chain" is the perfect soundtrack to Peter's triumphant stand against his real dad, and the use of Father and Son by Cat Stevens at the end is very effective, at least for me.

Also? There are a couple things here that pay off in Infinity War, like Gamora's secret appreciation of dance that sees her singing and bopping along to the music when they're introduced, or the tension between who's in charge that runs between Quill and Rocket.

I can understand if people found this too goofy, or too CGI-y, but this was almost as good as the first Guardians for me, and for a long time I ranked it above the similarly goofy, cosmic Thor Ragnarok. I'll be curious to see if that's still true when I get to that in the rewatch. That said, it still just barely makes the top 10 because it ranks below the three best origin movies (so far) to me (Ant-Man, Iron Man, Captain America) and I love Avengers more than I love Guardians.

15. Thor Ragnarok
This was the second Marvel movie of 2017 that everyone but me seemed to love. Much as I adore Taika Waititi, and enjoyed the movie to some extent, I found its wackiness overwhelming, and it wasn't the Thor movie I wanted. A couple years later, it has grown in my estimation, especially by comparison to the other Thor movies. I still wish there had been a little more serious grounding to it, but that's where the other two Thor films stumbled, so it's possible that kind of tone really only works in the comics.

There's so much that works in this movie. The relationship between Thor and Loki has never been better, whether it's Thor confronting his brother on Asgard, Loki's delight at seeing his brother suffer at the hands of the Hulk, Thor *finally* not falling for the illusions and betrayal tricks and getting his brother back, or the grudging respect they have for each other at the end.

Hela, as played by Cate Blanchett, is deliciously arrogant and evil and having just a grand time being both. I love that they gave her the helmet design, and I enjoyed Blanchett just chewing the scenery. I also thought Karl Urban made a fine oafish Skurge, although I feel like that's short-changing a more interesting character from the comics, and his big moment, the dual M-16 sacrifice, is a pale imitation here from Simonson's memorable comics moment.

Tessa Thompson's broken Valkyrie is also a delight, as is Jeff Goldblum's Grandmaster, who steals every scene he's in. Odin gets a fine farewell, Korg is a ton of fun, and Doctor Strange is more interesting in this cameo appearance than he is in most of his own movie. Hapless Banner is also enjoyable, as is the gladiator Hulk. Idris Elba's Heimdall is *finally* given something to do. In fact, there isn't a character in here I don't enjoy to some extent. The Warriors Three are wasted, but that's been their lot in life for all of the MCU.

The designs here are terrific. The Kirby inspiration is never clearer than in the multi-colored strangeness that is Sakar. And there's a lot of what worked in the two Guardians movies incorporated into Ragnarok, and in retrospect, that's kind of the tone and the place that Asgard always should have had.

I loved the use of Immigrant Song, but I think it would have been more effective had it just been saved for the end. And I can't help but think of how amazing it would have been if they had hidden the reveal of The Hulk until the movie itself hit, rather than spoiling it in trailers and art, but that would have been damn near impossible.

I don't love hammer-less Thor, who calls to mind nothing so much as Mortal Kombat's Raiden, but that paid off nicely in Infinity War, so it's hardly a big complaint. Still, maybe because Thor is not one of my favorite Marvel characters, or maybe because the unending wackiness was just a little too much for me, this sits lower in my estimation than it does for most other fans. I can't blame anyone who loves it and places it higher, it really is a ton of fun.

16. Iron Man 2
I've never understood the hatred for this movie. And on this latest rewatch... I still don't get it.

It's clunky, sure. Whiplash is a disappointing villain (but have you ever read a great Whiplash story in comics? Granted, that costume is pretty fabulous, but he's a third-rate goon) but he's solid enough for Tony's first super-villain.

And the supporting cast work is pretty excellent. Sam Rockwell as Justin Hammer? I love me some old man Hammer from the comics, but making him a cocky, jealous peer of Tony makes so much sense. Don Cheadle is great as Rhodes, and the War Machine story is maybe a bit choppy but ultimately results in a fun CGI-fest as WM and Iron Man take on a bunch of drones. I also think the intro of Black Widow is pretty well done, and her first action sequence is great. John Slattery as Howard Stark? Also pretty great.

And the story of Tony's kit-bashed arc reactor heart machine being dangerously unstable makes a lot of sense.

Is it a lesser offering for the MCU? Sure. But it's still plenty solid.

17. Thor
I wrote a whole bunch more on this, but Facebook lost it and I don't feel like rewriting it. In short, though, this was my first movie on the rewatch where I liked it a little less than I remembered. It's got a great cast, and the design work is solid, but the romantic plot at the heart of it doesn't work so well given how little it matters to Thor as time goes on, and it's hard not to look at Thor/Loki in Avengers, Ragnarok, and Infinity War and see this as lacking by comparison.

I don't know that there's much that could have been done differently, as they were still in the "is this gonna work?" MCU phase and not the "here's a raccoon with a gun" phase, and it does lay out the foundations pretty well, but at times, this feels more like a big budget episode of Agents of SHIELD than anything else.

It's tonally closer to the rest of the MCU than, say, Hulk, but I think on balance I like it less than Iron Man 2. Which is partially because I like Iron Man as a character more than Thor. And I'm still a little boggled at how boring the Warriors Three were in three different Thor movies, and how small and unthreatening the Frost Giants were when they should have been awesome.

18. Doctor Strange
Going back and re-watching this one, I'm reminded of the disappointment I felt coming out of the theater. While Benedict Cumberbatch makes a good Doctor Strange, and I think he really comes into his own in Infinity War, his origin movie is a bit of a snooze for me. There are plenty of reasons for this, but one of the big ones is that Doctor Strange, while undeniably an important character in the Marvel Universe, is also one of the most difficult characters to tell an interesting story about. At least for me.

Like Thor back in the early days of the MCU, this one had a tough job. Introduce magic into the MCU, on a level we hadn't seen before. And like Thor, I feel like it doesn't really get it right in the first place. The approach here is sort of The Matrix meets Inception meets martial arts tropes. Lots of cool wire-fu, trippy special effects. It's not the worst idea in the world, but it's definitely not what I wanted.

There are some weird choices here. I'm baffled by why anyone thought "sling rings" should be a thing. I'm annoyed that there's a lot of punching and kicking but not enough blasting and flying. A lot of this somewhat dark film is weirdly slapsticky, including Strange's fight in the Sanctum Sanctorum. The decision to make the cloak semi-sentient I sort of get, but it also leads mostly to goofy slapstick.

That said, there's definitely some stuff that works here. The movie is at its best in that badass opening scene, and Tilda Swinton was inspired casting for the Ancient One. Benedict Wong makes a fantastic Wong, and making him a more learned mage than Strange is a really good choice. Chiwetel Ejifor as a different kind of Mordo is also interesting, although I'll need to see how he plays out as a bad guy. Turning the Eye of Agamatto into a housing for the time stone is an unusual choice, but I get what they were going for, and it sets up the time loop finale to defeat Dormammu, which I also thought was fairly clever.

But the villain of this piece is completely boring, a waste of Mads Mikkelsen (who, outside of Hannibal, seems to almost always be wasted). Rachel McAdams is also completely wasted. And the movie never quite sells me on Strange's journey from arrogant self-interested surgeon to Sorcerer Supreme in the way that Tony Stark's similar journey from narcissist to hero worked.

It's not a bad movie... but it's not one I'd choose to rewatch often.

19. Incredible Hulk
This was better than I remembered. It still ranks lower in the echelon of Marvel movies for me, and it's clear, even moreso than with Iron Man and Iron Man 2, that they didn't *quite* know how they were building their cinematic universe yet.

But lots of fun nods, including a college reporter named McGee, potential future characters I'm sad we never saw (Ty Burrell as a gamma-powered Doc Samson is one, Tim Blake Nelson as a delightfully weird Leader is definitely the big one), and while Abomination is a bit of a misfire, Tim Roth as a gung-ho super-soldier remains a pretty fun pre-Captain America riff.

Mark Ruffalo is so much better as Bruce Banner, though. Mostly I wish they could go through and make a Hulk 2 now that sort of incorporates all that's gone in the Avengers movies and especially Thor Ragnarok.

20. Iron Man 3
I remember when I first saw this being super-hyped, because I really liked both Iron Man movies, the trailers were great (and promised a *ton* of cool Iron Man armors) and I was a big Shane Black fan off of Lethal Weapon, Last Boy Scout, Kiss Kiss Bang Bang, etc.

I also remember walking out super disappointed because I felt like there was nowhere near enough Iron Man in this Iron Man movie, and I thought the Mandarin switch-up was clever, but unfortunately suffered because Killian is such a lame bad guy.

I still feel like that in a lot of ways. Going in knowing what I was getting, I enjoyed this a lot more, but it still feels like a couple of flawed movies, and is in some ways even more scattered than Iron Man 2. There's stuff that works, notably everything with Tony, Pepper, and Rhodey, and the first 30 minutes or so dealing with Tony's Battle of New York-induced PTSD is interesting. But just about the time he loses the armor, befriends a precocious kid (TM), and then turns into an action hero who is threatening to kill people and shooting guns, it stops feeling like a Marvel movie.

The third act should have been amazing, but the fight sequence is poorly directed, you can't actually follow the action, it just feels like noise, and none of the cool armors get to actually do anything. That Tony blows them all up is kinda stupid and wasteful, and feels mostly like Black wanted there to be fireworks at the end of the movie.

Anyway, I don't hate this movie, but I have pretty serious problems with it, and even going in with lowered expectations, it ranks low on my MCU list, and at this point, I think it might be my least-favorite MCU movie. We'll see how Thor 2 Dark World shapes up on rewatch.

21. Thor Dark World
This may be the weakest MCU movie. It is, however, not a complete train wreck as some would say. For one thing, the script is by Christopher Yost, a fairly accomplished comics writer and adapter of comics to screen, and by Markus & McFeely, the team that brought us Winter Soldier, Civil War, and Infinity War... these guys know their way around the MCU.

I think a large part of the problem is that nobody knew what to do with Thor. Not even Hemsworth, really, at this point. And they had this Earth-bound supporting cast that didn't belong either. I like Erik Selvig, I love Darcy, and Jane Foster is... OK. But none of them belonged in this movie, and having a scientific answer to the convergence was kinda silly, and resulted in a scattered, weird reality-jumping final battle that reads more like Keystone Cops than I think anyone intended.

The dark elves are weak bad guys. OK design (most of the designs in this movie are kinda mediocre by MCU standards, actually), but I'm just not sure that elves using grenades and laser guns and fighter jets and invisibility was a good idea. It all feels a little too low-rent Krull. And once again, the Warriors Three and Sif are not great. There's a world in which we're clamoring for and getting a Disney+ series about Sif and the Warriors Three, but this world ain't it... and I'm continually annoyed that they didn't CGI up Volstagg, because that is a memorable character when done well.

These are all really minor problems, though. The major problem is that the story is boring. The Aether exists mostly to be an infinity stone, the Thor/Foster romance is not as compelling as it was meant to be, and Eccleston's Malekith is unremarkable.

There are some good moments. Rene Russo's Frigga is fierce and awesome. The Loki/Thor chemistry that really started in Avengers is in evidence here. That Chris Evans cameo was a fun surprise. And Loki's fakeouts, three or four in number, are all good.

Still, I can understand why they ditched almost everything and went a whole new direction with Thor Ragnarok, and rewatching these Thor movies (plus seeing what they did with post-Ragnarok Thor in Infinity War) has given me new appreciation for that movie.

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