Who's Returning For 'The Avengers 3'? 'Infinity War — Part 1' Won't Include Every Familiar Face

By now, 90% of the American populace has probably seen Avengers: Age Of Ultron , the latest mega-blockbuster hot off the Marvel Cinematic Universe assembly line. When the superhero lineup featuring Iron Man, Thor, Captain America, the Hulk, Black Widow, and Hawkeye first joined forces in 2012's The Avengers, it was one of the most successful movies of all time, so it's no surprise that Age Of Ultron would be majorly anticipated by fans. But, while The Avengers had a clear purpose (Assemble!) and the climactic Infinity War films will complete the saga, Age Of Ultron has the unenviable position of being stuck somewhere in the middle. So what's its ultimate purpose within the MCU? To shake things up, of course — and that isn't more clear than when you consider just how it indicates which Avengers will return for The Avengers 3 , or, The Avengers: Infinity War — Part 1.

The end of Ultron signals a massive shift within the Avengers, as several of our old mainstays depart the team and several new heroes join. This change was first hinted at when Marvel announced its plans for Phase 3, revealing that Infinity War would be split into two films. Rather than focusing both parts on the same familiar faces, Part 1 (May 2018) will feature a new lineup struggling against Thanos, while the Phase 3 finale Part 2 (May 2019) will feature all iterations of The Avengers combining to take down the purple-faced space tyrant.

So who's in and who's out? Read on! Oh, and SPOILER ALERT, obviously. Scroll past this GIF of Tom Hiddleston to find out:

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OUT: Iron Man

The MCU's first hero is The Avengers' biggest loss. 2013's Iron Man 3 already dealt with Tony Stark reaching burnout levels (at the end of that movie he had the shrapnel removed from his chest, threw away his arc reactor, and destroyed all his Iron Man suits), so it's no surprise to see him resign from the team here — but it's still a huge blow. Creating a robot that turns out to be hell-bent on destroying humanity would give anyone second thoughts about the whole superhero thing, so we can't exactly begrudge Stark the time he wants to spend with Pepper Potts.

Of course, we know Iron Man has a huge role in the Captain America: Civil War , and he'll undoubtedly show up again in Infinity War — Part 2, so just because he's off the team doesn't mean we've seen the last of him.

IN: War Machine

Taking Iron Man's place is Stark's pal Colonel Rhodes (played by Terrence Howard in 2008's Iron Man and by Don Cheadle since Iron Man 2.) We first saw him suit up to fight alongside Tony in Iron Man 2 — and after a brief flirtation with the nickname Iron Patriot in Iron Man 3 — he's back to the character's classic title, War Machine. Rhodes was largely absent from Ultron after a cameo in the early party scene, but he showed up just in time to help Iron Man dispatch some of Ultron's drones in Ultron's climactic battle.

OUT: Thor

The end of Ultron saw the hammer-happy demigod depart Earth, leaving his teammates behind. Earlier in the film, Scarlet Witch infiltrated the minds of all the Avengers, causing terrifying hallucinations. Thor was particularly affected by his, in which he glimpsed an apocalyptic future. In the film's craziest subplot, Thor has Dr. Erik Selvig take him to a mysterious pool that has the power to reactive his hallucination so he can get a further glimpse at this possible future. Now that the Ultron threat is neutralized, Thor intends to seek answers to his vision and do research on the Infinity Stones. Presumably this is what we'll see in Thor: Ragnarok, and will somehow lead directly to the events of Infinity War.

IN: Falcon

Sam Wilson was first introduced in last year's Captain America: The Winter Soldier. He doesn't have any powers, but when he puts on his "wingpack," he becomes the Falcon, as we saw in the climax of that film. Falcon didn't have much to do in Ultron, but when the new Avengers headquarters was opened up in New York at the end of the film, Wilson was there, ready to be trained alongside Rhodes and his other new team members.

OUT: Hulk

One of the most surprisingly touching aspects of Ultron was the budding romance between Bruce Banner and Natasha Romanoff. But by the end of the film, Banner knows he can't remain in populated areas, lest the Hulk inadvertently hurts those around him, strangers and friends alike. So he hijacks a Quinjet, activates its stealth mode, and disappears. The jet is later found in the ocean, suggesting Banner has absconded to a remote island somewhere. When will we see him again? What will bring him back? Will we ever get that damn Hulk solo movie we've been begging for? These are all great questions.

IN: Scarlet Witch

The most exciting new additions to the MCU in Ultron were the "miracle twins," Pietro and Wanda Maximoff, aka Quicksilver and Scarlet Witch. Given superpowers by nasty Hydra experiments (he's got super-speed, she's got magic), the Russian siblings spend a large potion of the film fighting for Ultron. But when Wanda reads the robot's mind and realizes his plan for human extinction, they turn against him. Tragically, Quicksilver is killed by Ultron, and a furious Scarlet Witch kills Ultron in return. Robbed of her other half, she joined The Avengers to help protect humanity. Elizabeth Olsen set to appear in Civil War , so you won't have to wait until Infinity War — Part 1 to see her again, either.

OUT: Hawkeye

After getting the shaft in the first Avengers (which he spent the majority of as a brainwashed zombie), Clint Barton got some major focus in Ultron. One of the film's biggest surprises was the revelation that the super-spy has a family hidden away: a pregnant wife and two little children. After defeating Ultron, Hawkeye resigns from the team in order to spend more time with his wife and kids. And, you know, to not die. (Fear not: Jeremy Renner is also confirmed to appear in Civil War, so the MCU is far from done with Hawkeye.)

IN: Vision

Definitely the most WTF addition to Ultron was this purple-skinned android. Initially meant to be Ultron's synthetic body, Tony Stark secretly uploads his artificially intelligent butler J.A.R.V.I.S. (previously presumed destroyed by Ultron) into the body instead, creating the Vision. He plays an integral role in the film's climax, destroying Ultron's last remaining robot drone, effectively killing the villain once and for all. Along with Rhodes, Wilson, and Maximoff, he is seen officially joining the team at the end.

HOLDOVERS: Captain America & Black Widow

Since Stark and Barton have both retired, Thor has left Earth, and Banner has disappeared, the only holdovers from the original Avengers lineup are Steve Rogers and Natasha Romanoff. Captain America is obviously the new de facto leader of the group, and will train the new recruits with Black Widow's help. (After the terrific chemistry these two showed in Winter Soldier, I'm excited to see them get more screen time together.)

So there you have it: the new Avengers lineup is: Captain America, Black Widow, Falcon, Scarlet Witch, Vision & War Machine. Four members out, four members in. If and when the new Phase 3 heroes — Doctor Strange, Black Panther, and Captain Marvel — join the team remains to be seen, and Spider-Man's role in the MCU is an even bigger mystery. But if all the newbies join forces with both iterations of The Avengers to battle Thanos in Infinity War — Part 2... we're looking at undoubtedly the biggest, most jam-packed, superheroiest movie of all time. Get ready.

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