Two years after Iron Man was the blockbuster it needed to be in order to successfully launch the Marvel Cinematic Universe, a sequel that served as a significant stepping stone toward the assembly of Earth’s Mightiest Heroes in The Avengers hit theaters and made an even bigger splash at the box office.

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Although Robert Downey Jr. continued to nail the role of Tony Stark and returning director Jon Favreau did his best in the face of Marvel’s incessant meddling, there were a lot of problems with Iron Man 2 that made it something of a disappointment following its game-changing predecessor.

Right: Building On Tony’s Character Development

Tony Stark in Iron Man 2

While Iron Man ended with Tony Stark in a happy place, his character arc was far from over. Following on from this, Iron Man 2 expertly built on his character development.

Although he grew a lot in the first movie, he’s still far from perfect at the start of the second, exemplifying that changing for the better isn’t a quick fix; it’s a long, ongoing process.

Wrong: Recasting Terrence Howard

Don Cheadle as James Rhodes in Iron Man 2

Don Cheadle is a fantastic actor and made for a great Rhodey for the remainder of the Infinity Saga. But Terrence Howard’s take on the character in the first Iron Man movie was much more charismatic, and the actor had much better chemistry with Robert Downey Jr.

Apparently, the role was recast for Iron Man 2 because Marvel took some of the money they promised to Howard and gave it to Downey. Surely the studio had enough money in their $200 million budget to keep their financial promise to Howard.

Right: Letting Robert Downey Jr. Do His Thing

Robert Downey Jr in Iron Man 2

After allowing Robert Downey Jr. the freedom to do his own thing with each scene in Iron Man, Jon Favreau saw how well it worked out and gave him the same freedom — if not more — in Iron Man 2.

Marvel fans know better than anyone that when an actor appears to be having fun on camera, like Chris Hemsworth in Thor: Ragnarok, the audience is more likely to have fun watching them.

Wrong: Whiplash

Ivan Vanko walks on the racetrack in Iron Man 2

Aside from his cool introduction on the Monaco racetrack, Whiplash contributed nothing to Iron Man 2. He could’ve been cut entirely and not much would’ve changed.

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Mickey Rourke seemed to try out a new Eastern European accent in every scene, while the fact that Tony thought he was in prison for most of the movie meant there was no real dynamic between the hero and villain.

Right: Justin Hammer

Justin Hammer holding a gun in Iron Man 2

As a wannabe Tony Stark in cahoots with the U.S. government to bring down the real Stark’s empire of privatized world peace, Justin Hammer was the perfect villain for Iron Man 2. He never seemed like a real threat himself, but his legion of defective attempts at recreating Stark’s suit of armor certainly did.

Sam Rockwell’s performance in the role of Hammer was typically brilliant. His attempts at Stark-esque flash, like dancing goofily onto the stage at his own expo, are hilarious.

Wrong: Inventing A New Element

Tony Stark invents a new element in Iron Man 2

Tony Stark is supposed to be one of the smartest people in the world, but the movies occasionally expect audiences to suspend their disbelief to a ridiculous extent, like when he invents time travel overnight in Avengers: Endgame.

In Iron Man 2, Tony spends an afternoon in his lab and, after some tinkering around, he literally invents a whole new chemical element.

Right: Black Widow’s Fight Scenes

Black Widow striking a superhero pose in Iron Man 2

Black Widow’s unique fighting style was introduced along with the character herself in Iron Man 2. Her fight scenes were all suitably intense and brilliantly performed.

Scarlett Johansson nailed all the fight choreography, with one particular hallway set piece standing out as an all-time classic: Happy fighting one henchmen in the time it takes Natasha to clear the rest of them.

Wrong: Unearned Final Payoff

The final battle in Iron Man 2

Every movie in the Marvel Cinematic Universe, and almost every blockbuster in general, climaxes with a big battle. In Iron Man 2’s final battle, Tony and Rhodey take on Justin Hammer’s army of robots and Ivan Vanko in his new unstoppable suit of armor.

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Instead of using plant-and-payoff to resolve the battle like a well-written screenplay, Tony defeats the villain by suggesting on a whim that he and Rhodey fire their repulsors at each other and it just so happens to work.

Right: Exploring Tony’s Flaws

Tony Stark drinking in Iron Man 2

Instead of taking the easy route and indulging Tony’s hard-partying lifestyle, Iron Man 2 explores his flaws and their consequences. Although the final movie isn’t as dark as the original script, the sequel brings real nuance to its exploration of Tony’s alcoholism.

The movie’s study of Tony’s character flaws comes to a head during his birthday party scene, in which he drunkenly fights with Rhodey and sets the stage for his own comeuppance in the third act.

Wrong: Emphasizing Worldbuilding Over Storytelling

Tony, Nat, and Nick Fury in Iron Man 2

The most egregious thing about Iron Man 2 is that it focuses on setting up the MCU’s wider world, with Nick Fury and Black Widow taking up a huge chunk of the runtime, at the expense of telling its own story. Many subsequent cinematic universe entries, like Batman v Superman, would copy this mistake.

This isn’t the fault of Jon Favreau. It was the result of meddling by a pre-Feige, Ike Perlmutter-fronted Marvel Studios, which contributed to the director’s decision not to return for the third movie.

NEXT: Ant-Man: 5 Things It Got Right (& 5 It Got Wrong)