The first two Phases of the Marvel Cinematic Universe were all about introducing this universe’s first batch of superheroes, and the second Avengers movie, Avengers: Age of Ultron, could have been the first appearance of two of the biggest MCU heroes and the return of a popular antagonist. The first Avengers movie saw the formation of the original team and their first mission as Loki and the Chitauri army invaded New York City. For their second adventure together, Avengers: Age of Ultron, the team went on a more chaotic mission, which saw the addition of new heroes to the team.

Avengers: Age of Ultron saw the creation of the AI Ultron which unexpectedly became sentient and decided that the only way to save Earth was by eradicating humanity. Ultron recruited the Maximoff twins, who ended up allying with the Avengers and, along with Vision, were key in the defeat of Ultron. At the end of Avengers: Age of Ultron, a new team known as the New Avengers was formed with Wanda Maximoff, War Machine, Falcon, Black Widow, and Captain America, and the team almost saw two more additions and the return of a beloved antagonist, but in the end, they didn’t happen for different reasons. Here are three characters who almost appeared in Avengers: Age of Ultron.

Captain Marvel

captain marvel played by brie larson in the mcu

Avengers: Age of Ultron almost saw the debut of Captain Marvel, four years before she starred in her own movie. According to Kevin Feige, Captain Marvel was included in an early draft of Age of Ultron’s script, and director Joss Whedon went as far as to shoot visual effects plates for her to fly into Avengers Headquarters at the end of the movie, joining the New Avengers team. Those shots were ultimately reused for Scarlet Witch instead, and a deleted scene included in the Infinity Saga box gave viewers an idea of what Captain Marvel’s introduction in Age of Ultron could have been like, with Falcon arriving as in the final cut, then showing Vision, Scarlet Witch, and War Machine before cutting and panning up to reveal a blonde-haired woman, who would have been whoever they would have cast as Captain Marvel back then.

Feige revealed that Captain Marvel was left out because it didn’t feel like the time to introduce her and it would have done her a disservice, as she would have casually appeared in full costume and ready to be part of the Avengers, and it would have been confusing to the audience. Captain Marvel joined the MCU in Phase Three and was part of the Battle of Earth in Avengers: Endgame, though Marvel has had a weird way of handling her role in the MCU, which will hopefully be fixed in the sequel, The Marvels.

Related: How The MCU Would Be Different If Captain Marvel Was In Age Of Ultron

Loki

Loki with his scepter in Avengers

Loki was introduced in Thor and returned in The Avengers to serve as the main antagonist as he led the Chitauri army’s invasion of Earth, and he originally had a place in Avengers: Age of Ultron, though not as viewers would have wanted. Speaking to MTV back in 2015, Joss Whedon revealed he wanted Loki in Age of Ultron and they even shot some scenes with Tom Hiddleston, but ultimately “it didn’t play”. Whedon explained that the movie already had “so much” and they didn’t want it to feel overstuffed, so Loki had to be left out. In a now deleted interview (via Insider), Whedon revealed Loki’s appearance in Age of Ultron would have been in a dream scene, most likely in one of Thor’s visions.

Loki has had the most interesting journey of an MCU antagonist to date, as even though he continued to be true to his title of the God of Mischief, he redeemed himself in the first act of Avengers: Infinity War when he tried to kill Thanos in order to save Thor and the surviving Asgardians. Luckily, that wasn’t the end of Loki, as the Time Heist in Avengers: Endgame allowed his 2012 version to escape, and he’s now imprisoned in the Time Variance Authority as he became a variant.

Spider-Man

Spidey's identity is revealed in Spider-Man Far From Home

Spider-Man made his MCU debut at the beginning of Phase Three in Captain America: Civil War, where he was recruited by Tony Stark to join Team Iron Man, but he could have made his first appearance in the MCU in Avengers: Age of Ultron. Spider-Man was another character Whedon wanted to include in the second Avengers movie, but unlike Captain Marvel and Loki, he didn’t even get the chance to shoot a scene. At the time Avengers: Age of Ultron was in production, the rights to Spider-Man were still being negotiated, so it wouldn’t have been possible to add him. Following his debut in Civil War, Spider-Man starred in three solo movies, with the third one (Spider-Man: No Way Home) being one of the biggest multiversal adventures the MCU has seen.

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