NOTE: The following post contains MAJOR SPOILERS for Captain America: Civil War

Phase 3 of the Marvel Cinematic Universe has arrived with Captain America: Civil War – which picks up after the calamitous events of The Winter Soldier and Avengers: Age of Ultron. As audience expectations for shared universe movies are driven higher and higher – so grows the pressure for Hollywood studios to deliver epic-cross film storytelling (packing in as many characters and storylines as possible).

In the MCU, with thirteen movies and counting, even standalone films are now packed with familiar faces (in both big and small roles) – creating a web of interconnected heroes and villains for Marvel Studios to explore for the next decade. In addition to telling a quality solo Captain America story, Civil War also pits Avengers, new and old, against one another – as allegiances are cemented, enemies are made, and the MCU prepares for the introduction of new heroes (like Doctor Strange and Captain Marvel) as well as a two-part shared universe event: Infinity War.

For those who have not seen Civil War yet, make sure to read our spoiler-free review, then come back here to discuss the biggest spoilers, surprises, and reveals! NOTE: This is not a countdown. We’ve listed the spoilers in (mostly) chronological order.

20. Crossbones Is After A Biological Weapon

Captain America Civil War Easter Egg Crossbones Captain America: Civil War Biggest Spoilers & Reveals

While it has long been known that Zemo would be the film’s main villain, the role of Frank Grillo’s S.H.I.E.L.D. agent (revealed to be a HYDRA mole) Brock Rumlow was less clear in pre-release Civil War marketing materials. Trailers featured Rumlow in full alter-ego gear as Crossbones battling Captain America in a Nigerian marketplace. Surprisingly, the character only appears in the opening scene of Civil War – as The (new) Avengers attempt to stop Crossbones and a team of mercenaries from stealing a mysterious vile containing a biological weapon. The Avengers thwart the theft and secure the weapon, taking out Rumlow’s men, and subduing Crossbones himself; however, in a final play for vengeance, the scarred villain attempts to kill Captain America by detonating explosives hidden in his own vest. Scarlet Witch successfully contains the blast and saves Captain America… but not without a cost.

19. Scarlet Witch: Collateral Damage & Fear

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In the ensuing battle with Crossbones and his mercenary team, Captain America overlooks Rumlow’s explosive vest – which the villain attempts to deploy in a final suicidal act. Wanda Maximoff (Scarlet Witch) confines the detonation in a telekinetic field, lifting the blast above the marketplace and away from Captain America, but when the explosion escapes her control, flames engulf the side of a nearby office building – killing innocent civilians and relief workers. Even though Captain America attempts to take responsibility for the deaths in Nigeria, world leaders are especially critical of Maximoff, whose supernatural abilities (including hypnosis and telekinesis) become a talking point for those who believe the international community should fear, rather than cheer, The Avengers. This fear isn’t limited to politicians alone, as members of The Avengers begin to worry, themselves, what Wanda might be capable of doing – should she ever tap the full potential of her powers (and turn on her Avengers team).

18. Where is Pepper Potts?

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In a speech to M.I.T. students and faculty, Tony Stark discusses the future of technology before offering to fully-fund all existing research projects at the school. Reading from the teleprompter, Stark pauses at a line introducing his partner (in life and business), Pepper Potts, concluding the speech on his own instead. Offstage a publicist apologizes to Stark for the teleprompter snafu – claiming the tech team didn’t have time to change the text after Pepper’s abrupt cancellation. Tony later reveals that he and Petter are taking a break – after he backtracked on his promise to walk away from life as Iron Man. Despite removing the arc reactor from his chest and destroying all of his suits (at the end of Iron Man 3), Stark admits that not only hasn’t he been able to walk away from Iron Man, thanks to continued threats to Earth (one of his own making in Ultron), he hasn’t wanted to either – causing a rift between him and Pepper (who believes Tony may never be willing to settle down).

17. Why Tony Stark Supports Avenger Oversight

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There are several reasons why Tony Stark decides The Avengers team needs to be “put in check.” In addition to turmoil in his own relationship with Pepper (brought on by his ongoing adventures as Iron Man) and mounting collateral damage from Avenger ops (from the alien invasion of New York, Ultron bot attack on Sokovia, and purge of HYDRA in Washington, D.C., as well as recent deaths in Nigeria), Tony is also confronted by a grieving mother, Miriam (played by Alfre Woodard), backstage after his M.I.T. speech – who lost her son in the Sokovia. Miriam puts a face to collateral damage the Avengers leave in their wake – indicating that her son was planning to help the world but was killed, while volunteering as a relief worker in Nigeria, before he could ever make a difference. Miriam suggests that while Stark and The Avengers might have good intentions, they’re making choices that impact the lives of others – and that, good intentions or not, Stark has innocent blood on his hands. Following the encounter, Stark works with General Thaddeus Ross (William Hurt) to develop and sign a bill, the Sokovia Accords, that would establish a governing body to oversee The Avengers and their operations as well as all super powered people.

16. Sharon Carter Buries Agent Carter

Emily VanCamp Captain America Civil War Sharon Carter Role Captain America: Civil War Biggest Spoilers & Reveals

While comic book fans have known the identify of Emily VanCamp’s former S.H.I.E.L.D. agent-turned-C.I.A. operative Sharon Carter, casual moviegoers may not have realized that “Agent 13” (aka Captain America’s next-door-neighbor “Kate” in The Winter Soldier) was actually the niece of Steve Rogers’ former ally and sweetheart from WWII, before he was suspended in ice for half-a-century, Agent Peggy Carter (Hayley Attwell). Agent 13 is officially revealed as Sharon Carter to Captain America at Peggy’s funeral, where Sharon delivers her aunt’s eulogy. While ninety-five-year-old Peggy Carter is laid to rest, after years living with dementia in a nursing home, Sharon becomes a instrumental source of information for Captain America inside the C.I.A. – and a modern-day love-interest for the hero as well.

15. Black Panther Hunts Bucky

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Early trailers for Captain America: Civil War made it apparent that T’Challa, aka Black Panther (Chadwick Boseman), would eventually be pit-against Bucky Barnes aka The Winter Soldier (Sebastian Stan); yet, it wasn’t made entirely clear why the prince of Wakanda would be after Captain America’s former partner. As some fans correctly guessed, T’Challa loses his father, King T’Chaka, during the United Nations bombing in Vienna – following ratification of the Sokovia Accords. In the immediate aftermath, as government agencies attempted to investigate the terrorist act, local security footage identifies Barnes as the bomber – prompting T’Challa to take matters into his own hands, hunt The Winter Soldier down, and avenge his father (temporarily aligning him with #TeamIronMan in the process).

14. Zemo’s Plan

Baron Zemo in Marvel Comics Captain America: Civil War Biggest Spoilers & Reveals

Overtaken by grief, Colonel Helmut Zemo, whose father, wife, and son were killed during the battle of Sokovia, determines the Avengers are a threat to humanity – and must be stopped. With no super powers of his own, Zemo manipulates public opinion, politicians, and the heroes themselves into in-fighting, to destroy the Avengers from within. To accomplish his goal, Zemo steals HYDRA command books and bombs the U.N. (framing Bucky) – setting off a manhunt that draws the former Winter Soldier out of hiding. Knowing that Captain America will attempt to protect his friend and that Iron Man would seek to bring the Winter Soldier to justice for his past crimes, Zemo poses as a psychologist sent to examine Bucky but instead utilizes the HYDRA command protocols – forcing Bucky to give up a priceless piece of information (as well as attack The Avengers). Captain America manages to snap Bucky out of his suggestive state but the Avengers are left on shaky ground: Captain America wants to help Bucky escape Germany, chase down Zemo, and clear his friend’s name, while Iron Man considers The Winter Soldier a threat, and believes that anyone who thinks otherwise is complicit in Bucky’s war crimes. Unable to see eye-to-eye, the former friends are left with no choice but to prepare for an inevitable face-off.

13. Why Ant-Man Joins Team Cap

Captain America Civil War 2 Trailer Ant Man Arrow Captain America: Civil War Biggest Spoilers & Reveals

It has long been known that Scott Lang/Ant-Man (Paul Rudd) would be aligned with Captain America in Civil War; though, as with many other characters in the film, Lang’s specific motivations remained a mystery. Lang had previously brawled with Captain America ally Sam Wilson/Falcon (Anthony Mackie) during the events of Ant-Man (when Lang infiltrated The Avengers campus) and a team-up was further teased in the closing moments of the same movie – as Ant-Man‘s post-credits stinger. Now, months later, fans know exactly what brings the shrinking superhero onto #TeamCap. Recruiting Ant-Man is relatively straightforward – with Falcon appealing to Lang’s previous experience as a thief. A former criminal, Lang isn’t exactly a fan of authority figures and government oversight – making him a fitting addition to Captain America’s crew. Putting it simply: Lang understands that doing the right thing sometimes means breaking the rules.

12. Why Spider-Man Joins the Fight

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Following the unprecedented partnership between Sony and Marvel Studios to create a new big screen Spider-Man that can appear in the MCU, fans have been eager to see how the studios would differentiate this version from Sam Raimi’s Spider-Man trilogy and Marc Webb’s Amazing Spider-Man series. However, when audiences first meet Peter Parker, he’s already Spider-Man, an amateur crime-fighter with superhuman abilities, that swings around New York City foiling crimes – unbeknownst to anyone in his life. At a result, Stark infiltrates the Parker household, using charm not armor, pretending the young science geek had won a research grant from Stark Industries – only to reveal that he knows Peter’s secret. A do-gooder and tech-head himself, Peter is eager to please the famous inventor-turned-hero; however, in the end, Stark uses the young hero’s desire to “help the little guy” as well as his fear of upsetting Aunt May (Marisa Tomei), should she ever find out he’s risking his life as Spider-Man, to tempt Peter into joining #TeamIronMan for a mission in Germany – playfully threatening to out him as Spider-Man to May should Peter refuse.

11. Spider-Man Backstory & Costume Details

Spider Man in Civil War Captain America: Civil War Biggest Spoilers & Reveals

While Spider-Man’s origin isn’t explicitly detailed (Tony Stark quickly changes the subject before Peter Parker can answer), Civil War makes it clear the wall-crawler is already active fighting crime in a bootleg costume (including eye goggles that help Peter focus his heightened senses), before Stark ever comes knocking. Peter reveals that he is trying to balance heroing with less conspicuous actives: he lives alone with Aunt May in their Queens apartment, rebuilds old tech for money, and battles bad guys, in addition to normal high school studies. While Spider-Man’s costume is rudimentary at first, Peter successfully built his web shooters and developed his webbing compound – all by himself. To prepare Spider-Man for battle with former Avengers, Stark provides Peter with an upgraded suit – complete with mechanized eyes that help focus Peter’s enhanced sight (replacing the need for goggles).

10. Team Cap & Team Iron Man Allegiances

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As posters for the film have indicated, former MCU heroes are pit-against each other in Civil War – split between #TeamIronMan and #TeamCap as allegiances and personal motivations overlap. When Stark agrees to sign the Sokovia Accords, his best friend and current U.S. Air Force pilot James “Rhodey” Rhodes/War Machine is the first to agree that oversight is needed – followed by Vision (who believes that the presence of superheroes has, by extension, caused increased supervillain activity). Black Panther fights alongside Iron Man in the hopes of encountering the Winter Soldier while Spider-Man joins-up to bring “dangerous” people to justice (as well as impress Stark). Natasha Romanoff/Black Widow struggles with the decision more than other Iron Man allies, largely due to her loyalty to Captain America but, fearing the team’s actions could eventually do more harm than good, chooses to sign.

Once Captain America is able to break Bucky’s brainwashed state, The Winter Soldier stands with his childhood friend – along with Falcon, who has grown to trust and respect Captain America’s judgement. With Scarlet Witch confined to The Avengers compound, and guarded by Vision, Captain America contacts former Avenger/husband/father Clint Barton/Hawkeye to help spring Wanda. Falcon also contacts Ant-Man for assistance (Lang is grateful to be included on such an important job) – and the #TeamCap heroes all rendezvous at Leipzig/Halle Airport.

9. Giant-Man Dominates

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Leaked Civil War merchandise featuring Ant-Man’s alternate form, Giant-Man, suggested that Scott Lang’s skills might not be limited to shrinking anymore. However, few fans would have guessed the size, no pun intended, of Lang’s role in the battle between #TeamCap and #TeamIronMan. When a diversion is needed, so that Rogers and Bucky can escape the fight (to intercept Zemo), Lang volunteers to take lead – by reversing the settings on his suit and growing into the 50-foot-tall “Giant-Man.” Lang suggests he’s only performed the stunt “once,” and can only hold the form for a short while, but Giant-Man delivers on his promise, swatting Tony Stark and his allies out of the air and causing enough pandemonium on the ground to give Captain America and The Winter Soldier opportunity to slip away.

8. Black Widow Switches Teams

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The most reluctant member of #TeamIronMan, Black Widow spends most of her time in Civil War attempting to reason with Rogers – and prevent a complete collapse of The Avengers. As a result, when Romanoff encounters her friend and former partner Clint Barton on the battlefield, she isn’t out for blood (they spend most of their time in the conflict bantering and pulling punches). However, Black Widow’s true allegiances are put to the test when despite Giant-Man’s efforts, Black Panther manages to corner Rogers and Bucky before they can board a Quinjet. With Rogers and Romanoff caught between The Winter Soldier and Black Panther, Black Widow can no longer play both sides – incapacitating T’Challa, allowing Rogers and Bucky to escape the battle.

7. War Machine Down

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Captain America: Civil War trailers made it clear that one Avenger would be critically injured – possibly even killed at some point in the film: War Machine. Preview footage showed Tony Stark cradling an unconscious “Rhodey,” with a gaping hole in his armored chest plate, suggesting that The Winter Soldier could be responsible (potentially fueling the rift between Stark and Rogers). Many fans speculated who would actually responsible and what fate awaited War Machine; however, the final film revealed that fellow #TeamIronMan member Vision was to blame – when his forehead laser missed its intended target (Falcon) and struck War Machine by accident. Rhodey survives the incident but is left with “some” paralysis from the waste down – a sobering outcome for Tony Stark, albeit one that reinforces his original fear: despite the best of intentions for The Avengers, some collateral damage is unavoidable.

6. Who Killed Tony’s Parents?

Captain America Civil War Trailer 2 Prison Tony Stark Captain America: Civil War Biggest Spoilers & Reveals

Rhodey’s injuries and new intel (detailing Zemo’s manipulation of events), cause Stark to abandon his campaign against the Winter Soldier and he travels to Siberia in order to aid Rogers and Bucky in apprehending Zemo and stopping the villain from unfreezing other Winter Soldier assassins that were, previously, abandoned by HYDRA (and left in cryogenic sleep). Upon his arrival, Stark calls for a truce – and the three heroes investigate the installation for signs of Zemo and the Winter Soldiers; however, to their surprise, Zemo murdered the still-frozen assassins – asserting that he never intended to free the Winter Soldiers and, instead, had drawn the heroes there to be destroyed from within. From behind a protected wall, Zemo shows Tony Stark footage of his parent’s murder, revealing that it was Bucky who brutally murdered them decades back (albeit under HYDRA’s influence). Everything Zemo had done was designed for this outcome – to cripple the Avengers by shattering trust and loyalties from within.

5. Iron Man V Captain America

Captain America Civil War Poster Iron Man Shield Close Up Captain America: Civil War Biggest Spoilers & Reveals

Consumed by vengeance, Tony Stark lashes out at Bucky – seeking vengeance for his parents. While Captain America pleads with Tony to see that Bucky wasn’t in control of his actions at the time, a blunt instrument used by HYDRA, Tony rebuffs Rogers with relatable reasoning: “He killed my mom.” Zemo flees as the heroes battle through the complex. Despite a two-on-one disadvantage, Iron Man manages to destroy Bucky’s cybernetic arm but before he can kill The Winter Soldier, Captain America subdues Tony – but spares his life (smashing Iron Man’s arc reactor with his vibranium shield). Disabled and defeated, Iron Man chastises Rogers – claiming the shield doesn’t belong to Captain America, especially considering Howard Stark created the shield (that was just used to stop his own son from avenging him). Rogers doesn’t disagree, helping Bucky up, he drops the shield to the ground – and, symbolically, walking away from the Captain America mantle (for now). The next time audiences see Rogers, he’s rescuing Scarlet Witch, Falcon, Ant-Man, and Hawkeye from the General Ross’ secret “Raft” prison – sans his Captain America costume.

4. The Fate of Colonel Helmut Zemo

Marve Comics Villains Baron Zemo Captain America: Civil War Biggest Spoilers & Reveals

Amidst the chaos of Bucky, Rogers, and Tony battling, Zemo manages to slip away, coming to rest on a quiet mountainside above the HYDRA bunker – reflecting on his accomplishment. Confronted by Black Panther, who had tailed Iron Man to the facility, Zemo explains his motivation for destroying The Avengers – before attempting to escape justice by shooting himself in the head. T’Challa’s swift reflexes interrupt the suicide attempt – and Black Panther manages to detain Zemo. Witnessing the atrocities that Zemo committed in his quest for vengeance, T’Challa is able to let go of his own anger – and, instead of killing Zemo in cold blood, delivers the terrorist into the custody of Everett Ross (at the Joint Counter Terrorism Center). Despite chastising from Ross, who suggests that Zemo’s plan failed, the villain closes out his role in Civil War by firing back with a rhetorical question: “Did it?

3. Stan Lee Meets Tony Stank

Captain America Winter Soldier Stan Lee Cameo Captain America: Civil War Biggest Spoilers & Reveals

It wouldn’t be an MCU movie without a Stan Lee cameo. Prior Captain America and Iron Man films saw the Marvel Comics icon pose as Hugh Hefner (Iron Man) and Larry King (Iron Man 2) lookalikes, a World War II general (Captain America: The First Avenger), a beauty pageant judge (Iron Man 3), and a Smithsonian guard (Captain America: The Winter Soldier). Lee returns again in Captain America: Civil War – as a FedEx driver who interrupts Rhodey’s physical therapy session (to deliver a package that contains Rogers’ heartfelt note as well as a burner phone), but mistakenly calls Tony Stark “Tony Stank” (much to Rhodey’s delight).

2. Mid-Credits Scene: Black Panther Harbors Bucky in Wakanda

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Despite getting off on the wrong foot with Captain America, believing The Winter Soldier was responsible for his father’s death, it is revealed that T’Challa has offered to harbor Bucky in his home nation of Wakanda. Even though Bucky has proven capable of overwriting his HYDRA conditioning (to an extent), he volunteers to go back into cryosleep until a foolproof treatment can be implemented. To that end, Rogers meets Bucky in a state-of-the-art research lab – where his childhood friend will remain until he is needed (or can be cured). When asked why he’s helping Bucky, especially considering international agencies are still after The Winter Soldier, T’Challa suggests that both Bucky and his father were victims – and that in helping one of them (Bucky), he hopes to find peace for the other (his father). Black Panther promises to protect Bucky, should his enemies come calling.

1. Post-Credits Scene: Spider-Man: Homecoming

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Considering the popularity of Spider-Man and the monumental partnership deal that was signed in order to allow the character to appear in the MCU, it shouldn’t come as a huge surprise that Marvel Studios used their Civil War post-credits scene to make it clear that this Spider-Man will return in the near future (July 7, 2017 to be exact). The post-credits scene isn’t particularly revealing but features fun banter between Peter and Aunt May – as Peter attempts to explain his post-Civil War black eye with a tongue-in-cheek story about a guy named “Steve” from Brooklyn and his really big friend. When May leaves the room, a closer investigation of Spider-Man’s new web-shooters reveals that Stark has hidden a holographic interface in the tech – suggesting that Iron Man intends to keep lines of communication open with his new-found wall-crawling hero (which makes even more sense when fans learn that Robert Downey Jr. is already signed to appear in Spider-Man: Homecoming).

Those are our picks for the biggest spoilers and reveals from Civil War, feel free to share your favorite reveals and Phase 3 speculation in the comments! For an in-depth discussion of the film by the Screen Rant editors check out our Captain America: Civil War episode of the Total Geekall podcast.

Captain America: Civil War opens in theaters May 6, 2016, followed by Doctor Strange – November 4, 2016; Guardians of the Galaxy Vol. 2 – May 5, 2017; Spider-Man: Homecoming – July 7, 2017; Thor: Ragnarok – November 3, 2017; Black Panther – February 16, 2018; Avengers: Infinity War Part 1 – May 4, 2018; Ant-Man and the Wasp – July 6, 2018; Captain Marvel – March 8, 2019; Avengers: Infinity War Part 2 – May 3, 2019; and as-yet untitled Marvel movies on July 12, 2019, and on May 1, July 10, and November 6 in 2020.

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