Previously on Midlife Crisis Crossover: we mention Marvel a lot! It isn’t perfect, but it’s our thing — the movies, the comics and the TV shows, though I generally only compel myself to write about the movies. We enjoy keeping up with all the shows as well, for better or worse, which has been a boon to our viewing comprehension as the Marvel Cinematic Universe (which turns 17 this month!) has accumulated an entire transmedia continuity that sees characters commuting back and forth between small screens and the silver screen with very few footnotes to catch up latecomers. The filmmakers do try to simplify matters in the theatrical releases, recapping in thin brushstrokes and sometimes reducing years-old backstories to loglines buried inside badinage, like a stapler suspended in Jell-O. You can reach in, grab it and deal with the mess; or just stare at it hanging there and go on with your day.

Sometimes strong performances can go a long way toward convincing an audience to just roll with it. Such is the case with Thunderbolts*, the MCU’s 36th feature film and the final film in Phase V, which means nothing anymore. In the same way our last Marvel film Captain America: Brave New World was essentially a sequel to 2008’s underrated Incredible Hulk, Thunderbolts* is a direct follow-up to 2021’s pandemic-hobbled Black Widow, where much of the cast debuted. The events here mean a lot more if you watched that first (among a few other prior works), but director Jake Schreier (Paper Towns, Netflix’s Beef), Widow screenwriter Eric Pearson, and co-writer Joanna Calo (The Bear, BoJack Horseman) do a noteworthy job of tying character arcs together while balancing accessibility for first-timers.

(And really, why not invite more partygoers from outside? Hard as it might be to believe, every MCU film is someone’s first. One of my coworkers never watched a single Marvel movie before sitting down in front of Avengers: Endgame. Yes, she definitely had questions, but my point is it happens. In an era where we keep hearing Theaters Are Dying, the solution is not to imitate comics’ impenetrable continuity and turn them into a geek country club, a market-driven approach that’s arguably contributed to the last three or four Comics Are Dying eras.)

Primary among the Widow survivors is Little Women‘s Academy Award Nominee Florence Pugh as Yelena Bolova, “sister” to the late Natasha Romanoff in their childhood sleeper-agent family and fellow traumatized graduate of Russia’s Red Room kid-assassin program. When last we saw her in the Hawkeye miniseries, she was reeling from her post-Blip resurrection, mourning Natasha, and misled into taking black-ops jobs from CIA director Valentina Allegra de Fontaine (sitcom queen Julia Louis-Dreyfus). She’s still grinding away, bombing wherever or murdering whoever she’s ordered to take out. She’s depressed, she’s bored, she’s both, she’s neither, she’s just plain lost. Sometimes it’s easier to do what you’re told than to wade through the haze of depression and decide for yourself.

On the other end of every imaginable spectrum, her estranged “father” is pretty sure he’s happy. Stranger Things‘ David Harbour is back as Alexei Shostakov, a.k.a. the Red Guardian, former flag-waving hero of the USSR now living in America, running his own freelance limo service and living alone in a tiny apartment. But at least he’s living in the land of the free and the home of the brave! He’d love to get back to the “brave” part and go do big-hero stuff again like the good ol’ days as viewed through the rose-colored glasses in his head. No one ever calls him, though, not even his estranged “daughter”. Until then, his Russian Super-Soldier-knockoff strength and comic-relief skills remain by the phone and at the ready. Soon his patience shall pay off.

Before then: admitting she needs a change, Yelena accepts what she totally swears is One Last Job from Val, to go “clean up” a mountain base in the middle of nowhere. Val doesn’t bring up the mission’s purpose: she’s facing impeachment proceedings and needs to erase every trace of every misdeed she’s ever orchestrated, whether on the American government’s behalf or otherwise. As it happens, it’s a long, long list of deletions. Also on that list: every costumed wetwork agent she ever recruited during her hopscotch around all those MCU end-credits scenes.

Yelena shows up on site prepared to burn it all down, only to realize she’s not alone and IT’S A TRAP. In the other corner: Olga Kurylenko (Quantum of Solace, Oblivion) is just barely in person as Taskmaster, one last Widow survivor and Red Room graduate. In the other other corner: Hannah John-Kamen from Ant-Man and the Wasp as the Ghost, now in control of her phasing abilities but otherwise aimless and underserved here as a costar. In the other other other corner: Wyatt Russell (last seen in Monarch: Legacy of Monsters) as John Walker a.k.a. USAgent, the onetime Captain America substitute, whose super-career began and ended in utter disgrace in The Falcon and the Winter Soldier, but his entitled arrogance lives on.

Also, there’s Bob. Val didn’t sent Bob. Val doesn’t know Bob. Bob appears as soon as everyone starts blowing up the set decorations and knocking large top-secret containers around. Lewis Pullman, the charmingly bumbling secret weapon of Bad Times at the El Royale, is a bit more chill when we meet Bob. Fun trivia: “Bob” was also Pullman’s call sign in Top Gun: Maverick! Bob has no idea what’s going on and he’s fuzzy on the details of his own backstory. Hi, Bob!

So anyway, Val has pulled enough double-crosses to make her own blasphemous church. It’s a classic Marvel Comics EZ-plot formula: “heroes fight and fight and fight, stop, compare notes and team up against the real villain”. Apparently Kevin Feige & co. were happy with the results of Captain America: Civil War, so why fix it if you can’t tell it’s broken. They follow the formula, they don’t all die, and they decide they need payback for what just happened.

But wait! There’s more! Later into the fray jumps Academy Award Nominee Sebastian Stan, once again Bucky the Winter Soldier, the oldest veteran here character-wise and MCU career-wise, dating all the way back to Captain America: The First Avenger. He was transformed from Cap’s pal to a Manchurian Candidate to a glowering hero who shared a series with the Falcon, whom he just visited back in Brave New World and revealed his latest form: U.S. Congressman James Buchanan Barnes, representing one of Brooklyn’s three districts, whitely displacing one of the POCs currently serving in our reality. (Sorry, Hakeem Jeffries, guess you’re out!) But he still has his cyborg super-arm, his adventuring suits, and a mean temper whenever costumed hooligans are up to shenanigans. So they fight and fight and fight again, take a breather, and collect their thoughts as the film finally reveals the actual antagonist — a potential world-ending menace several power levels above their mostly martial-arts-based motley crew.

And lo, eventually the Thunderbolts are born. (The team name has an amusing explanation. The asterisk in the title is more of an eye-roller once its secret is revealed.) In terms of tone and discontent and loose relationship with laws in general, they’re basically the MCU’s answer to the Suicide Squad. In comics that wasn’t their original purpose, or their second purpose, or the next few purposes after that. “Thunderbolts” is one of several team labels Marvel keeps reusing and redefining while wishing any new iteration would stick, like the Champions or the Defenders. Ultimately the label is meaningless — it’s just a really weird rug that ties the whole room together.

What makes that room worth our walk into it is the ensemble. The snappy banter is the quickest and sharpest it’s been in a while, but it’d just be one long wrestling tournament without a cast this strong. Russell seems to specialize in musclebound lunkheads dumber than the ones his dad Kurt specializes in, but he earns at least a little redemption for Walker in that niche. Louis-Dreyfus teeters on the brink of cartoon villainy as the Evil Selina Meyer of Earth-3 (and devolves to her brand of obtuseness in the final act), but it’s refreshing to see Val finally step out of the one-dimensional shadows.

Pugh and Harbour in particular work double overtime to lend weight and nuance to the complicated, Soviet-arranged parent/child relationship at the heart of this superhuman found-family tale. Yelena has had one of the MCU’s more emotionally torturous journeys, and Pugh’s absolutely up for it. Harbour’s Chief Hopper has always been more than easy Stranger Things comic relief, and the same holds true for his blustery Guardian straining to make a difference some decades past his prime, nevertheless proud of himself and everyone around him.

These protagonists couldn’t possibly handle a final boss battle with a cosmic-level entity, especially with no real Avengers around besides Bucky (nary a surprise cameo to be had), so Schreier wisely relocates everyone to a most unusual location for the climax, which is strangely more psychological and otherdimensional than outright physical while still affording one last chance for everyone to show off their skill sets. It’s weird, it’s memorable, it’s feels-heavy in a manner well earned, and it’s not enough to tie the film together when it falls apart at the end.

The closing minutes attempt one last twist that raises quizzical eyebrows and questions that’ll never be answered in its rush to a jokey cliffhanger that of course must also plug future films. Not only is it dissatisfying nonsense, it feels as if the writers simply wrote into the corner where they were ordered to, stopped typing and chose to dump it all on whichever teams write the next several MCU installments. Such awkward hand-offs are a perennial drawback in the round-robin nature of overextended blockbuster series, but the Thunderbolts were coming together so well up until some real-life Val gave them crappy new orders.

Despite that, our underdogs still pull off the best MCU Film in a good while, complete with a deep dive into mental health issues that superhero stories in general tend to avoid apart from homicidal psychopathy, the only disorder ever. For that alone, Thunderbolts* rises well above its heroes’ underrated power levels.

(It doesn’t help that the recent teaser for Avengers: Doomsday technically spoils the ending, but that’s beside the point.)

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Meanwhile in the customary MCC film breakdowns:

Hey, look, it’s that one actor!: Other ghosts from MCU Past include M3GAN‘s Violet McGraw as Young Yelena in flashbacks, and Gabrielle Byndloss as Walker’s estranged wife.

Newcomers joining the fun include two veterans from The Wire: Wendell Pierce (now starring in Elsbeth and soon to be James Gunn’s Perry White) as the head of Val’s impeachment committee; and Chris Bauer (For All Mankind, True Blood) as the head of a tactical squad ordered on cleanup detail with extreme prejudice. More briefly, Stefano Carannante (Severance‘s season-2 unexplained Italian coworker) is a Russian figure in key flashbacks.

How about those end credits? To answer the burning question that MCC is always happy to verify: yes, there is indeed a scene after the Thunderbolts* end credits. For those who tuned out prematurely and really want to know, and didn’t already click elsewhere…

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[…insert space for courtesy spoiler alert in case anyone needs to abandon ship…]

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…during the end credits, Red Guardian’s dream comes true! At the grocery he’s proud to see all five of the New Avengers (sans Bob) posing on Wheaties boxes. The other shoppers don’t care.

As the credits roll on, those who bother to read them will find to their annoyance the music section actually spoils the next scene after the credits:

Our Heroes settle in at the Stark-built skyscraper that used to be the Old Avengers’ HQ, where they gripe about how Sam Wilson, a.k.a. the new Captain America, has put together his own team and plans to carry on the Avengers name in a more independent and authentic fashion. To avoid trademark issues, Red Guardian thinks he has a workaround, apropos of his homeland: he suggests they call themselves the “Avengerz” with a cool Z. He’s even wearing a red bodysuit with the proposed AVENGERZ logo and a handful of sponsor patches, just like a race-car driver. No one likes this idea, not even Bob, who’s sitting in a faraway corner, still powerless and trying to relax with a good book.

Their bickering is interrupted by a surprising satellite image from space: a mysterious incoming white rocketship — the kind you’d see in your ordinary ’50s B-movies — with a very distinctive ‘4’ logo on the side. As the music section promised, it’s accompanied by the theme from Marvel’s next movie, Fantastic Four: First Steps, in theaters July 25th, give or take a day!

Then the credit close with a final threat: “THE NEW AVENGERS AND BOB WILL RETURN.”