As Avengers: Age of Ultron dominates the global box office, challenging ticket sale benchmarks and racking up solid reviews, fans of Earth’s Mightiest Heroes have begun to move on from relishing in what director Joss Whedon has delivered – and have started discussing what could – or should – have been (like a Grey Hulk) While the majority of viewers (and critics) agree The Avengers sequel is solid popcorn entertainment, one that improves upon certain aspects of its predecessor, some fans have posited that the film struggles to find a balance between serving all of its heroes and main villain – while also setting the stage for Phase 3 of the Marvel Cinematic Universe.

Given that other shared universe movies have struggled with the same challenge (Iron Man 2 and The Amazing Spider-Man 2, among others), it’s a fair question to ask – one that will elicit a different response depending on what an individual viewer expects in a superhero summer blockbuster. However, those who felt that Avengers 2 was more overstuffed toy commercial than quality storytelling (a divisive comment brought up in our Age of Ultron podcast), Whedon recently revealed that there could have been even more characters in the movie.

Speaking to Empire, the filmmaker revealed that he wanted to use both Spider-Man and Captain Marvel in the movie’s pre-credits teaser.

NOTE: The rest of this post contains MAJOR SPOILERS for The Avengers: Age of Ultron ending (including which heroes join the team for Phase 3).

SPOILERS for The Avengers: Age of Ultron

Avengers 2 Age of Ultron Vision Origins Detailed Avengers 2: Joss Whedon Wanted Spider Man & Captain Marvel for Ending Scene


Viewers who have already seen Age of Ultron will recall that the main storyline ends with Captain America and Black Widow preparing to train new members of The Avengers – after the main cast goes their separate ways. The Hulk is in self-imposed exile, Thor returns to Asgard (ahead of the events to be depicted in Thor: Ragnarök), and Tony Stark retreats to genius, billionaire, playboy, philanthropist duties (for a return in Captain America: Civil War), leaving a number of empty spots on the roster – to be filled by Scarlet Witch, Falcon, War Machine, and The Vision. Yet, if Joss Whedon had his original wish, one or more of the characters would have been replaced with Spider-Man and/or Captain Marvel.

Listen (at the 26:00 mark) or read the quote below, Whedon commented on his desire to include the characters in his “New Avengers” roster. WARNING: NSFW language.

“I would have put both [Spider-Man and Captain Marvel] in, but neither of the deals were made. And then they were like, ‘We’re making a Captain Marvel movie and we’ve got ‘Spider-Man’ as a property,’ and I’m like, ‘I’ve already locked my film you fuckers! Thanks for nothing.”

Animated Spider Man Movie Confirmed Avengers 2: Joss Whedon Wanted Spider Man & Captain Marvel for Ending Scene


As the filmmaker indicates, while he might have liked to include Spider-Man and Captain Marvel, two years back (when Whedon was writing the script and casting for main roles) it wasn’t clear whether either character would be available to use in Phase 3 (or beyond).

At the time, Marvel and Sony had only “discussed” the possibility of Spider-Man participating in the MCU – but there was no firm plan in place. In fact, Sony was hard at work on building their own competing shared universe – focused on the Web Slinger’s encounters with the Sinister Six. After an underwhelming reception to The Amazing Spider-Man 2, Sony’s hopes of developing a Spider-Man movie universe were derailed and a deal was struck to have the hero join The Avengers.

Conversely, Captain Marvel rights have been at Marvel Studios for several years but, long before a solo movie was scheduled for 2018, it wasn’t clear when (or even if) the production house would pull the trigger on a female-led superhero movie – much less one starring Captain Marvel.

Captain Marvel Almost Appeared in Avengers Age of Ultron Avengers 2: Joss Whedon Wanted Spider Man & Captain Marvel for Ending Scene


Previous comments from Marvel Studios head Kevin Feige indicated that Carol Danvers/Captain Marvel was included in an early Avengers 2 draft, but given the popularity of Black Widow, some had speculated that the studio might opt to give Scarlett Johansson’s Natasha Romanoff a spinoff instead. Ultimately it was confirmed this past winter that Phase 3 would include a Captain Marvel entry – but the announcement came too late for her inclusion in Age of Ultron.

Even now, neither hero has been officially cast – though the Spider-Man re-reboot looks to be zeroing in on its star and Captain Marvel should begin honing a shortlist soon (since the movie is due for release in three years). Of course, had Whedon been given a green light to include Spider-Man or Captain Marvel earlier in Avengers 2 production, Marvel could have ensured they were cast in time to cameo in the film’s pre-credits teaser. Nevertheless, since Avengers 2 is a launchpad for who will appear in 2016’s Captain America: Civil War, it was simply too early for the filmmaker to incorporate characters that Marvel did not have locked-in for Phase 3.

Avengers Ultron Thanos Infinity Gauntlet Avengers 2: Joss Whedon Wanted Spider Man & Captain Marvel for Ending Scene


As for which of the New Avengers that wouldn’t have made the cut – had Spider-Man or Captain Marvel been included – Whedon did’t elaborate. But that doesn’t mean our readers can’t share their own fantasy Avengers roster in the comments section!

NEXT: Avengers vs. X-Men Quicksilver Movie Usage Explained

The Avengers: Age of Ultron is now playing in theaters, followed by Ant-Man on July 17 2015, Captain America: Civil War on May 6 2016, Doctor Strange on November 4 2016, Guardians of the Galaxy 2 on May 5 2017, Spider-Man on July 28, 2017, Thor: Ragnarok on November 3 2017, Avengers: Infinity War – Part 1 on May 4 2018, Black Panther on July 6 2018, Captain Marvel on November 2 2018, Avengers: Infinity War – Part 2 on May 3 2019 and Inhumans on July 12, 2019.

Source: Empire (via CBM)