Phase 2 of Marvel's Cinematic Universe has come to an end —Ant-Man, which you really should see, just wrapped things up — which means it's time we start looking toward the future of Earth's mightiest heroes. It's been an exhausting last few years, filled with Infinity Stones, superhero drama and some awesome fights. Hulk vs. Hulkbuster? One of the best heavyweight fights ever. (Too bad Age of Ultron, as a whole, was pretty mediocre.)

With nearly 10 movies to come over the next five or so years, there's obviously a lot to talk about. For the purpose of this discussion, however, we're going to keep things focused mainly on Marvel's more immediate plans, namely Captain America: Civil War. And, hoo-boy, Civil War is shaping up to be pretty great.

Following a massive alien invasion, the fall of S.H.I.E.L.D., and a failed global defense program, it's safe to say our heroes have been through a lot. Some are worse for the wear, like Hulk and Tony Stark, while others are still optimistic about the future, like the ever-reliable Steve Rogers.

While a lot happened in Phase 2, the last few years have merely been a taste of things to come. The stakes have never been higher, and with new characters and bad guys introduced at every turn, things have also never been so confusing. Who is who, and what side will they be on? Civil War is shaping up to be one of the bigger MCU movies in recent memory — and not just because it has pretty much every Marvel character under the sun.

Note that there are spoilers ahead.

Now that Marvel has announced the cast and synopsis for Captain America: Civil War, we have more than enough information to start puzzling together what is shaping up to be Avengers 2.5. Many of the characters in Age of Ultron are returning in Cap's new adventure, and we're expecting to see a lot of new faces, too, including Black Panther, Crossbones and even Spider-Man).

What is Civil War all about, and who will be on whose side? So many months ahead of the film's release (May 6, 2016), some of what we'll talk about is pure speculation. However, we still have a pretty solid idea of what to expect; whether we're deducing details from set photos, past movies, or rumors, we're laying out the evidence into one geeky dissertation. More than anything, we just wanted to start a conversation about how this new story will play out.

There's a lot to sift through, and not a lot of time to do it.

What is Civil War?

Age of Ultron — and parts of previous Marvel movies — was a big setup for what takes place in Civil War, namely the division between Tony Stark and Captain America. The two haven't seen eye-to-eye since, well, ever, and the two personalities are really going to collide thanks to some very messy politics.

In the comics, Civil War spans seven issues, and follows a plot that involves the Superhero Registration Act, which basically means that anyone with extraordinary powers (or access to magic or exotic technologies) in the U.S. is required to act under official regulation, similar to the position of a police officer. Anyone who doesn't register is considered to be a rogue superhero, and is therefore a threat. Captain America just so happens to be among the superheroes who is opposed to this new regulation.

While the Superhero Registration Act is meant to hold anyone with great power accountable for their actions, it also has the potential for some very risky consequences. For one, it exposes a superhero's identity, which not only puts them at risk, but their loved ones. If you saw Age of Ultron, you'll know what the implications would be for someone like Hawkeye, who went to great lengths to separate his personal life from his "work." Situations like that would put innocent family members in harm's way.

On the flip side of that, the Superhero Registration Act, which is backed by Tony Stark, argues that superheroes need training and oversight in order to be effective, especially in lieu of big events such as Manhattan, which resulted in a lot of collateral damage. Civil War is supposed to kick off with a calamitous event, leaving both the government and general public increasingly distrusting of all superheroes. Agreeing to allow the government to dictate how their power is used is a small way of gaining that trust back.

At least, that's the general outline of the comics. The movie is primed to play out a lot differently — I imagine much of the film's minutiae will be tweaked and molded in order to better suit what the MCU has planned for the long term. We've already seen plenty of subtle hints and setups pointing toward the climax of Infinity War, and the events in Civil War will no doubt have a lasting effect until the two-part finale comes out.

Below is the official synopsis of Captain America: Civil War, as provided by Marvel:

After the events of Avengers: Age of Ultron, when Captain America and the Avengers' handling of an international incident results in collateral damage, politicians look to form a system of accountability and a governing body to determine when to call in the Avengers, which results in the fracturing of the team while they attempt to protect the world from a new enemy.

In the comics, much of the story focuses on the fighting between Captain America and Iron Man, and how that relationship plays out as a result of the Superhero Registration Act. It doesn't end well, as you'll know if you read the series. According to the official synopsis, it sounds like the politics, while important, will eventually take a back seat to whatever "new enemy" Marvel has in store.

While no official announcement has been made, all signs point to Baron Helmut Zemo, who is likely being played by Daniel Brühl (Inglourious Basterds), as the movie's main antagonist. As the Avengers are bickering about whether or not to register, Zemo will rise from the shadows as a threat, leaving our heroes with no choice but to put their differences aside and once again save the world.

Civil War will be the ultimate test of character for our heroes. Age of Ultron spent a lot of time setting up what will play out in Cap's new story, which will further strain character relationships as they navigate an increasingly hostile and complicated political system. In theory, the Superhero Registration Act sounds like a smart idea. But at what cost? Civil War will explore the consequences as characters like Iron Man and Captain America — along with legions of other heroes — grow farther apart.

Who will be in it?

Like I said, the list of characters confirmed to show up in Captain America: Civil War is extensive. We're not expecting Thor or Hulk (well, maybe Hulk?) to partake in the political soap opera, though some new faces are rumored — and confirmed — to make an appearance.

The characters who are returning will already have established relationships with Captain America and Iron Man, so it's not hard to figure out who will be on whose side. Plus, the previous few Marvel movies have been used to reinforce relationships between these characters, whether it's the mutual respect between Captain America and Black Widow, or the growing camaraderie between Iron Man and War Machine.

Here is a list of every character confirmed or rumored for Civil War, a quick explainer about where they fit into the story, and which side they'll (probably) be on.

Captain America

Since waking up in modern times, poor old Steve Rogers has struggled to find his place in the world, and only starts coming to terms with his status in Age of Ultron. But he's still unsure of his purpose despite his unwavering commitment to a civil libertarian stance. He's a great leader, no doubt, and a level head in difficult situations. It's exactly the kind of leadership other superheroes need, a calming and rational voice when times are tough.

Be that as it may, his faith in the powers that be has taken a major hit over the past few years; first he saw the downfall of S.H.I.E.L.D., and then his decision-making was put into question as Tony Stark surreptitiously started the Ultron program. In the comics, Captain America is eventually brandished as a fugitive, so you can understand why his opinion on central powers is what it is.

When Civil War rolls around, we'll find Cap leading the Avengers crew with the help of Fury, Hill, Cho and Selvig; a formidable group, and one that is in no way associated with any government agency. Though — and this is important — they are backed by Tony Stark's lavish resources, the importance of which cannot be underestimated. Without Stark, the Avengers are at a disadvantage in a lot of ways.

Therein lies the problem. Cap's motivations are ruled by his moral compass, which doesn't always align with those of his teammates, namely Iron Man. The two had plenty of disagreements in Age of Ultron, and things are going to get much worse in Civil War. So not only will Cap be considered a fugitive in the eyes of the U.S. government, but he won't have access to Stark's technology. Not a favorable combo.

What remains to be seen is Cap's eventual fate. Many have begun to speculate that his buddy, Bucky Barnes, might soon take over the title as Captain America. If Civil War does follow some of the comic's plot points, we could see the demise of Steve Rogers, which would be a huge blow for the Avengers group. Rogers does eventually return; perhaps well see Bucky take over the mantle for a while, and then see Rogers appear in Infinity War — maybe even in Part Two?

Iron Man

Tony Stark has undergone a major transformation over the past several years. He went from an arrogant egomaniac with zero sense of responsibility, to irrationally responding to threats out of fear.

After the first Avengers film, he's been suffering through some major bouts of Post-traumatic stress disorder (PTSD), and his visions in Age of Ultron only made things worse. You can argue that he was "the bad guy" in the last Avengers film, and all of that baggage is set to carry over to Civil War.

While Stark's heart has more or less been in the right place, he clearly isn't in his right mind — a big reason why he and Captain America aren't on the best of terms. The events of the past movies have clearly been molded to set Civil War in motion, as he becomes the face of the whole SRA movement. This, of course, puts him even further in direct conflict with Captain America, and will likely be a major focus of the upcoming movie.

Because he's the benefactor of the Avengers, his resources and inventions will be a big advantage in his fight against Cap. In the comics, Tony Stark and his pro-registration backers actually defeat Captain America, and Iron Man eventually becomes the director of S.H.I.E.L.D.; Iron Man then sets up his own team of Avengers.

It's important to note that this is ultimately Captain America's story, and we already suspect the film will differ quite a bit from the actual comic arc. There's a chance that Tony Stark will fill more of an ambassadorial role, and not really feature in a lot of the action — at least early on. According to the official plot synopsis, a new enemy is set to rise, so there's a good possibility Stark will change his position on the whole SRA movement and join Captain America to take this baddie down.

Given the tension that was built in Age of Ultron, and the opposing viewpoints established over the past few movies, Civil War is primed for a resolution that might not be so happy.

Black Widow

Outside of her blossoming relationship with Bruce Banner, Black Widow has become relatively close to Captain America, playing a big part in The Winter Soldier. Beyond that, she knows first hand what powerful government projects can do, and will likely be opposed to the ideals of the SRA.

What's interesting about Black Widow's involvement is her desire to escape. With no power controlling her actions, she has the freedom to come and go as she pleases, and, let's be real, she has no allegiance to either Captain America or Iron Man, despite featuring in stand-alone films for both characters.

In Age of Ultron, we learned more about her past, and she expressed her need to just get away from it all. Now that Bruce Banner has disappeared, could we see her go out in search of him? She has developed the strongest relationship with that character; couple that with her desire to escape her past, and Civil War could wind up being a decisive event for her future.

In an interview earlier this year, Scarlett Johansson, who plays Black Widow, said she'd like to explore more of Black Widow's life before the Avengers. "I think that the Widow's past will always haunt her. She's trying to move forward, she's trying to pick up the pieces of her life. I think we'll see parts of that in Cap 3 when we find her. And certainly she has a greater purpose, and I think that greater purpose is charged by this need to escape her past."

There have been murmurs she might be a double-agent, spying on Iron Man for Captain America. That would gel pretty well with how we've seen her in the past.

Winter Soldier

Bucky Barnes, aka Winter Soldier, was last seen saving Captain America's neck at the end of The Winter Soldier. After re-emerging as an enhanced (and brainwashed) assassin in Cap's last solo movie, Barnes did show glimpses of his former life as Steve Rogers' best bud. But even though there were hints Winter Soldier might be aware of his past life, we still don't truly know what his emotional state will be like when Civil War rolls around.

Did Steve Rogers truly crack Barnes' brainwashed state, or is the assassin going to live on as a killing machine for the rest of his life? In Age of Ultron, Barnes was mentioned briefly, but Cap wasn't able to track him down before Stark's psycho robots tried to take over the world. According to what we saw in The Winter Soldier, it sure does look like he will regain his memories, and be an integral part to the Avengers going forward.

If Captain America does perish in Civil War, Barnes will likely be the one to fill that role. How Marvel actually achieves this and makes it believable remains to be seen. There has been a rumor floating around that claims Winter Soldier will be a target of Black Panther's for killing his parents, which could add a completely new dynamic to Barnes' psyche. If he is to truly come to terms with his current situation and past, he will have to atone for his life as a brainwashed assassin.

Barnes hasn't really been that important to the overall Marvel universe just yet, but Civil War could be his coming out party. Sebastian Stan, the actor who plays Barnes, has signed on to feature in a lot of upcoming Marvel movies, and my inclination is that he'll become more important as Phase 3 gets underway. I'm very anxious to see if he'll emerge as the new Captain America by Civil War's end.


Another one of Cap's buddies. We were first introduced to him in The Winter Soldier, and he has mostly remained a peripheral character in the Marvel Cinematic Universe. He got a little more screen time in Age of Ultron (and again in Ant-Man), but, by and large, he's mostly there to give Cap moral support. Not that that's a bad thing.

Their relationship has thus far been predicated on respect, and Civil War will see that grow. Although Falcon is a soldier, there's no doubt he'll fall on Cap's side when it comes down to it. However, his abilities are based on technology built by the government, so if he does indeed oppose the SRA, it will be difficult for him to have a dog in the fight.

War Machine

Essentially Tony Stark's Falcon. War Machine is an officer in the U.S. Air Force who is pretty much a representation of America. Just look at his armor! He's a close personal friend of Stark's, so it's not hard to see which side of the fence he'll be on when Civil War comes around.

War Machine has played an important part in previous MCU films, but he hasn't necessarily had much to do other than assist Stark when his Iron Man character couldn't be around. Like Falcon, he'll likely be there for moral support, and grow into a more important part of the MCU as Phase 3 gets underway.


Born from J.A.R.V.I.S. and the Mind Stone, Vision is an android first introduced in Age of Ultron. He doesn't necessarily have an affiliation to one side or the other, though he exists to protect people — the antithesis of Ultron. However, Vision might actually have one of the more complex arcs in Civil War. There's a chance we could see him start out on the side of Tony Stark, only to realize what these heroes lose when their civil liberties are stripped. And he seems to have an inherent desire to take care of Scarlet Witch, who will likely side with Captain America.


A character that will have a lot at stake in Civil War. If the Superhero Registration Act is to pass, Hawkeye's identity will be revealed, not only putting his life at stake, but the lives of his family, too. As we saw in Age of Ultron, Hawkeye went to great lengths to separate his "work" life from his home life — he'll no doubt go to whatever lengths necessary to protect his life and the life of his family.

Although Hawkeye has worked as an agent for S.H.I.E.L.D. in the past, he's kind of a lone ranger, and likely won't want the government to dictate when he can and can't address threats — especially if those threats directly involve his family. He has become an integral part of the Avengers group, so his survival is certainly important. How he'll cope with the fracturing of the group, and essentially fighting against friends remains, to be seen.

Scarlet Witch

Just introduced to the Marvel Cinematic Universe (unless you count one short cameo), Scarlet Witch is one of the most powerful Avengers in this list. Not only does she have the ability to manipulate people, but she seemingly has no allegiance, which means there's potential for her to go rogue. There's only a small probability of that happening, however, as we might have a pretty good idea of whose side she ends up on.

In Age of Ultron, she hated Iron Man for creating the weapons that lead to the death or her family (and for destroying her country). Given that history, it would be hard to see her side with him while also backing the SRA. She was seen at the end of Age of Ultron with Captain America and the new Avengers group, so my guess is she'll be against signing up.

On the flip side of that, she has already witnessed a lot of destruction at the hands of the Avengers, and might feel that they need to be accountable for their actions. Combine that with the loss of her brother, Quicksilver, and she might decide that she'll want to avoid any incidents like the one that occurred in Age of Ultron. The only way to do that might be to let the government control what the superheroes do.


A late addition to the MCU, but an important one. How he'll fit into the larger universe remains to be seen.

marvel crossbones


One of the most important super villains in the comics, Crossbones is believed to have carried out the assassination of Captain America in the Civil War comic arc. Although we haven't seen him in the MCU yet, he did show up as Brock Rumlow in The Winter Soldier. At the end of that film, he was in terrible shape, barely clinging to life as the Triskelion came crumbling down around him.

It's unclear how substantial his role will be in the MCU. We've already seen him appear on set a few times, coming to blows with Captain America. But it's difficult to tell how much of a threat he'll be. He obviously wants vengeance against Captain America for bringing down S.H.I.E.L.D., but we still don't know how closely the movie will follow how he's portrayed in the comics.

There was a rumor several months ago that said Crossbones will actually be the one to instigate the entire Civil War story in the upcoming film. If true, his role could wind up being hugely important to the MCU's future. It would be shocking to see Crossbones assassinate Captain America, but based on the source material, it could happen. If anything, it sounds like he'll play a much more critical part of Civil War than we originally thought.

Black Panther

Here's where the movie could differ greatly from the source material. One of the biggest mysteries of the upcoming movie is how Marvel will tie Black Panther into the MCU. We've seen some major nods to the character, and we know he'll definitely make an appearance in Civil War. But how will he fit in? A popular rumor may provide answers.

Apparently Black Panther will be "on the hunt" for the Winter Soldier, though it's unclear why. One popular theory is that Black Panther will be seeking vengeance against the Wilder Soldier for killing his father. In the comics, Ulysses Klaw is actually the one who perpetrates this act, so we're not really sure how Marvel will play this one. By all accounts, Black Panther is only going to have a minor role in Civil War, so his role will likely be fleeting.

He was already involved by association in Age of Ultron, so we'll probably get to hear his thoughts on the events of that movie when Civil War rolls around.

Whose side are you on?

We can argue all day about what side the above characters will be on, but the truth is we have no idea. The Marvel Cinematic Universe has differed quite a bit from the comics, which means Civil War will likely be very loosely based on the actual comic arc. There will be a lot of nuance and back story to take into account when the movie comes out, too, so the motivations and problems addressed by each character won't be so black and white. Every single one of the Avengers has baggage following them around from earlier films, so it won't just be about saving the day. In addition to being politically charged, Civil War should be an emotional film, too.

So what side do you agree with? On the one hand, I can see why the government would want greater control over people of great power. The movie's synopsis pretty much spells it out. After an international incident, the actions of the Avengers results in collateral damage, causing a public uproar. The story actually parallels the one we'll see in Batman v Superman: Dawn of Justice. In that film (as we've seen from the trailers), the government holds Superman responsible for the Metropolis incident. The public at large has every right to fear what they can't control; Batman, meanwhile, seemingly wants to take matters into his own hands.


At the end of Age of Ultron, it was clear a lot of the Avengers weren't in the best mental state. Tony Stark has gone through a roller coaster of emotions — his creation, Ultron, almost destroyed Earth — while Captain America has stepped up to cement his place as leader of the Avengers.

Meanwhile, characters like Hulk and Thor were nowhere to be found, separated from the main group to deal with their own problems. The biggest obstacle these characters need to overcome is how they manage their emotions, and whether they act out of fear (Iron Man) or courage (Captain America). You know Steve Rogers will always feel obligated to help those around him, and will guide others in the same direction. But with a possible SRA looming, how will he react?

Phase One of the MCU was all about introducing us to the different characters, while Phase Two was about slowly setting the stage for what's to come. Phase Three looks like it will begin by challenging these established relationships, and (hopefully) conclude with seeing everyone once again coming together for the greater good.

While it's easy to consider Vision, Thor and Hulk as wild cards, I actually think that distinction goes to Iron Man, who has been through a lot over the past several years. He'll no doubt be in stark opposition to Captain America when Civil War comes around. But how will he transform back into being an integral part of the group, and not someone who's quick to create human-hating robots?

It will be very interesting to see where Civil War leaves the group when the movie concludes. Infinity War — Part 1 isn't scheduled to come out until 2018; in the meantime, Doctor Strange and Guardians of the Galaxy Vol. 2 are on deck, but it will probably be a while before we saw all the Avengers together, and I think that's no accident.

Disney is expected to tease Captain America: Civil War at its D23 event this month, so hopefully we'll learn a lot more of what to expect. Studios have been quick to share trailers for big properties well ahead of a scheduled release date, so there might be a chance of seeing a teaser of some sort.

Captain America: Civil War is set for a May 6, 2016 release.