Marvel had a huge villain problem. Then Phase 3 happened.

There is no point in a hero without a villain. 

Captain America is just a guy in a suit if he’s not championing the ideals of truth, honor, and freedom against someone who believes the opposite. Spider-Man needs to do more than web up muggers — he needs to take down the head honcho whose greed is causing all of the crime. 

A good villain can make a hero more heroic by comparison. A bad one can feel like a total waste of a hero’s time. 

Until Phase 3 of the Marvel Cinematic Universe, most of their villains felt like wastes of time. 

The villains in the first two phases of the MCU were, with few exceptions, cookie-cutter baddies with little pathos or motivation besides “rule the world” or “make a lot of money.” Obadiah Stane, Aldrich Killian, Red Skull, the Dark Elves, Ronan the Accuser – they were all caricatures of badness that made the heroes look good by default. Yawn. 

The exceptions to the boring villains brigade were the Winter Soldier and Loki, whose character arcs bring them both into the realm of antiheroes. Loki and Bucky worked in part because of Tom Hiddleston and Sebastian Stan’s star-making performances, but they also had something that the other villains in Phases 1 and 2 lacked: personal connections to the heroes. 

Loki and Bucky reigned as Marvel’s best villains because they reflected upon the heroes in a way that Bad Guy #26 never could. 

Loki has the benefit of being Thor’s brother and foil, and the state of their relationship always reflects Loki’s willingness to do evil. Watching Thor trust and distrust his own brother, all the while loving him, makes Loki’s villainous actions feel like a personal betrayal for an audience that understands and empathizes with Thor. Their fights are beyond punching because they are played out on the chessboard of meaningful family relationships. 

Similarly, Bucky is Steve Rogers’ best (ahem) friend. Steve lost and mourned Bucky in the years he thought he was dead, and Steve’s emotional reaction to finding out he is both alive and a supervillain is wrenching. For the rest of Captain America’s time on screen in any films, he is motivated solely to find, protect, and save Bucky, and their journey from soldiers on the opposite sides of a war back to the closeness they can understand is, not to mince words, that good shit. 

Loki and Bucky reign as Marvel’s best Phase 1 and 2 villains because they reflect upon the heroes in a way that Bad Guy #26 never could. 

Thankfully, Marvel learned from the audience’s reaction to Bucky and Loki. After Avengers: Age of Ultron nearly closed out Phase 2 with a lackluster robot villain, something interesting happened. Ant-Man arrived with Yellowjacket as the villain, and gave us a clever final fight in little Cassie Lang’s bedroom. 

Yellowjacket himself wasn’t a great villain, though he was played to perfection by Corey Stoll. But the setting of the final fight rescaled the stakes for Marvel films. It was personal. Marvel trusted the audience to care about what happened to Cassie’s room and what it meant for her relationship with her father. That trust made all the difference.

Image: Ben Rothstein / Marvel Studios

Phase 3 kicked off with Captain America: Civil War, in which the Avengers literally fought themselves. Zemo, the man who orchestrated the fight, is practically a footnote to Iron Man and Captain America’s clashing values and disintegrating relationship. Three of the villains in Phase 3 (Guardians of the Galaxy Vol. 2, Thor: Ragnarok, and Black Panther) featured villains directly related to the hero, and another (Spider-Man: Homecoming) was the father of the hero’s love interest. 

This tightening of Marvel’s storytelling, this drawing of the villainous noose ever closer to the core of our heroes, makes Phase 3 films more about the specific characters than a vague, overarching battle of good vs. evil. Marvel’s strength is in its characters, and interrogating them on screen is the closest a movie can get to joining the pop culture conversation surrounding them in the real world.

The best example of a great Phase 3 villain is Black Panther’s Erik Killmonger, whose family connection to King T’Challa is treated as a surprise reveal that contextualizes (and according to some, justifies) his later action. The knowledge that T’Challa is fighting to keep Wakandan technology away from his radicalized cousin, who otherwise has as much a right to the kingdom as he does, makes Killmonger’s takeover and eventual defeat a heartbreaking arc, rather than a simple colonization narrative. 

Less heartbreaking but similarly clever is Hela in Thor: Ragnarok. She too has a strong claim on the things she desires from Thor, and her invasion of Asgard tears apart his heroic worldview  as quickly as Surtur rips through the Golden City. Her family connection to Thor reveals that the things he considered cornerstones in his life — his father, Asgard’s place in the Nine Realms, and Mjolnir — are nothing. His journey back to a self-assurance that isn’t built on lies makes him a stronger character. He couldn’t have done it without Hela. 

These villains work because they are consequences of heroes’ actions, or represent an inner battle already within the hero.

Think about the other villains’ motivations in Phase 3. Ego the Living Planet wants to assimilate all life under his Celestial biome and bring his son Star-Lord along for the ride. Ant-Man and the Wasp‘s Ghost wants to correct painful genetic abnormalities caused by irresponsible experimentation after her father fell out with Hank Pym. Yikes! The Grandmaster…hey, listen, The Grandmaster does whatever he does because he thinks it’s fun, but even that is a novel concept in a universe where everyone and their cousin is vying to take over the world.

These villains work because they are consequences of heroes’ actions, or represent an inner battle that the hero has already been having with themselves. It’s messier and weepier to parse out the moral failings of a legacy of rotten kings when the hero himself is part of that legacy. It’s harder to be angry at antagonists who have every right to their pain. These are the complex villains the increasingly complex heroes of Marvel deserve. 

There’s no telling what the MCU will look like at the end of Phase 3. But if the trajectory of Just OK to Objectively Great villains continues, there should be a lot to look forward to the baddies on Phase 4.