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Legion Contributor Jeff Carter is writing news bits and features on Star Wars, The Marvel Cinematic Universe, and more. Follow him on Twitter @TheGeekleague

Rank every single motion picture featuring a Marvel Comics character, and write something about each one to back up the placement? You’d have to be an idiot to even attempt such a thing!

Well, meet that idiot, ladies and gentlemen.

Marvel Comics movies from 20th Century Fox, Sony, and the company’s own in-house studio are the driving force in mainstream box-office entertainment these days, and with the release of Marvel Studios latest blockbuster hit, Guardians Of The Galaxy, there have now been 40 films featuring Marvel Comics characters released in cinemas, or direct-to-video between 1986 and the present day. That’s a nice even number to base an exhaustive, definitive, and admittedly pretty insane list on. It took time, a boatload of research, and a lot of hemming and hawing, (and probably some deep-seeded masochistic tendencies) but I was finally able to lock down the order. So, my beloved Marvel zombies, it is my distinct  pleasure to present to you – the ultimate, definitive (in my opinion, anyway) rankings of ALL MARVEL COMICS MOVIES:

(Ed. Note -Before we dive headlong into this massive undertaking, I think it’s important to explain what isn’tgoing to appear on this countdown. My criteria for the rankings was simple – only feature-length movies featuring Marvel comic book characters released into theaters or direct-to-video were eligible. This eliminated the Roger Corman 1994 Fantastic Four movie from consideration because it was never actually given an official release, as well as all of the made-for-TV flicks like Hasselhoff’s Nick Fury: Agent Of SHIELD, Doctor Strange, Generation X, Spider-Man, Captain America, and all of the Bill BixbyIncredible Hulk stuff.

I also excluded the Captain America movie serials from the 1940s because I’ve never gotten the opportunity to see them, and they were never intended to be screened as a single, feature-length presentation, anyway. Also, some of you hardcore sticklers out there may call me out on the inclusion of theKick-Ass movies on this countdown, and technically speaking, you’d be right to do so as Kick-Ass is a creator-owned IP that’s only published by Marvel. Still, that logo is on the issues, so I added them to make this list a solid 40 films. Oh, and one more thing – in the interest of full disclosure, there are one or two entries that are, shall we say “recycled” from reviews and features I’ve written in the past. So yes, I’ve plagiarized myself. But it’s okay, I forgive me.)

40.) Elektra (2005)

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Scraping the absolute bottom of the Marvel movie barrel is this colossal misfire from 20th Century Fox, who somehow thought a spin-off of the dreadful—and critically loathed—Daredevil adaptation (we’ll get to that soon) was a smart business decision. Elektra was completely ignored by average moviegoers and hardcore comic book fans alike upon its release in January 2005, grossing a paltry $12 million over the weekend, finishing with a $24 million domestic take on a $43 million production budget. The movie returned the most white bread, WASP-y actress in Hollywood at the time, Jennifer Garner to the role of the exotic, deadly Greek assassin, who was somehow resurrected after her impalement in Daredevil and became embroiled in a kidnapping plot involving ninjas and terrible super-powered villains that’s quite honestly too tedious and stupid to bother re-capping.

39.) Howard The Duck (1986)

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Howard the Duck was a subversive, satirical Marvel comic created by Steve Gerber in the ’70s. It was one of the first comics to contain meta-textual content, political commentary, and was oftentimes a send-up of the office politics going on at Marvel itself. The movie adaptation, however, is a schlocky Hollywood blockbuster about a wacky anthropomorphic duck who gets sucked through a vortex on his home planet and crash-lands on Earth, where he gets mixed up with a nerdy Tim Robbins, a big-haired Lea Thompson, and mad scientist Jeffrey Jones. Howard The Duck manages to be simultaneously creepy, unfunny, and pretty gross (It’s strongly implied that Lea Thompson’s character and Howard are doing it). When people talk about the transformation of George Lucas from benevolent, imaginative creator of timeless fantasy-adventure films to crass, money-grubbing, creatively bankrupt producer of empty spectacle, Howard The Duck is usually one of the first things cited as evidence.

38.) X-Men Origins: Wolverine (2009)

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X-Men Origins: Wolverine is the absolute low point for 20th Century Fox’ X-Men franchise, and is one of the worst superhero movies ever made. Rushed into production with an absolute mess of a screenplay, hacked to smithereens in the editing room, and incompetently directed by Gavin Hood – the film completely botches an attempt to combine an adaptation of the Daniel Way-Steve Dillon Wolverine: Origins comic series with the cinematic continuity of the previous X-Men films. Among Origins‘ transgressions is a completely toothless, wussy Wolverine; a mangled timeline; the needless shoehorning in of dozens of extraneous mutant characters like The Blob, Deadpool (perfectly played by Ryan Reynolds, to be fair), Gambit, Emma Frost, and more; and a ludicrous final battle sequence on Three Mile Island between Wolverine and a surgically enhanced Deadpool, who could teleport and shoot lasers out of his eyes. Oh, and his mouth was sewn shut. Yes, really.

37.) The Amazing Spider-Man 2 (2014)

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This movie is terrible. TERRIBLE. I eviscerated Amazing Spider-Man 2 in my full-length review, and it continues to make me angrier and angrier the more I think about it. Aside from the phenomenal scenes of Spider-Man swinging, wise-cracking, and saving people in spectacular fashion (which takes up about 8 minutes of a 2-plus hour film), this sequel to an unnecessary reboot is an unmitigated disaster in almost every way. It’s bloated, garish, boring, intelligence-insulting, and it just flat-out doesn’t work.

Jaime Foxx plays his Electro/Max Dillon role like a guy who has only ever watched two or three superhero movies from the ’90s, turning in an over-the-top, way too broad, cringe worthy villain caricature. Dane DeHaan’s Harry Osborn is an immediately unlikable asshole, Andrew Garfield’s Peter is still too cool, aloof, and smoldering to be an effective Peter Parker, and I just feel bad for Emma Stone for having to waste her effortless effervescence in these turd movies. This is the lowest-grossing Spider-Man movie of all time, and for good reason;  it’s so bad that it forced Sony to completely scrap their release slate, pushing backAmazing Spider-Man 3 to 2018. I guess their hope is that people will forget about this mess and actually want to see another Spider-Man movie by then.

36.) Man-Thing (2005)

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Honestly, Man-Thing isn’t too horrible for a Direct-To-Video movie (especially considering what we’ve come to expect from those movies these days), but it’s still populated by dull, faceless characters; and turned a bizarre and unique Marvel comics creation  into just another B-horror movie creature. The effects are surprisingly good for a straight-to-video flick in 2005, but beyond that, there really isn’t much to say about this very brief footnote in Marvel cinematic history.

35.) Captain America (1990)

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Before Chris Evans strapped on the shield and became the living embodiment of the star-spangled Avenger on-screen in the current Marvel Cinematic Universe, the cheapie 21st Century Film Corporation put author J.D. Salinger’s kid Matt Salinger in a rubber Cap suit (complete with rubber ears!), and trotted him out in an embarrassingly cheap and shoddy direct-to-video adaptation. A WWII battle sequence following Cap’s (mostly faithful) origin in the first act showed some promise, but it’s obvious that the $10 million budget was chewed up after that and the remainder of the film is laughably bad.

The worst aspect of this movie for me was Captain America’s complete ineptitude when it came to fighting the Red Skull. Cap, of course, is supposed to be the greatest hand-to-hand fighter on the planet, yet he gets his ass handed to him by the Red Skull during their first meeting, barely getting a punch in. Oh, and did I mention the Red Skull is ITALIAN, and not German? Yeah, that should tell you all you need to know about this turkey. But hey, Ned Beatty’s in it, so it has that going for it.

34.) Ghost Rider (2006)

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This movie is the cinematic equivalent of lighting a bag of dog shit on fire, plopping it down on someone’s front stoop, ringing the doorbell and running away laughing. Director Mark Steven Johnson (who will appear again on this list soon) enlisted noted Marvel Comics superfan Nicolas Cage—who at this point, was just beginning his descent into madness and insolvency—to strap on the worst hairpiece in the history of film to portray Johnny Blaze, the motorcycle stuntman alter-ego of the demon with the flaming skull known as Ghost Rider.

Cage decided to essentially play Johnny as Elvis Presley, and along for the ride was a mumbly, wooden Eva Mendes; a bored Peter Fonda; a paycheck-cashing Sam Elliot; and American Beauty‘s Wes Bentley as the villain Blackheart, who looked like a proto-Edward Cullen from the Twilight franchise. Terrible dialogue, a nonsensical narrative involving an ancient scroll, inert action sequences with zero stakes, and shoddy CGI effects all colluded to send this fiery stinker to eternal cinematic damnation.

33.) The Punisher (1989)

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On paper, The Punisher seems like one of the easiest Marvel comics properties to adapt to the big screen. He has no superpowers, so you don’t need a massive budget for special effects, and the narrative is a relatively straightforward one — war veteran returns home, sees his family brutally gunned down in a park by the mob, and vows to take vengeance on all criminals using stealth, martial arts skills and enough guns to arm a third-world nation. Yet, somehow, studios and directors can’t seem to make a successful adaptation out of this basic premise.

The first attempt was this direct-to-video cheapie starring Rocky IV‘s Ivan Drago, Dolph Lundgren as a Punisher who likes to sit Indian style in grimy sewers completely naked and deliver cheap hooch to his hobo informants in a Radio Shack RC car. The flick also stars Louis Gossett, Jr, as a cop hunting the Punisher down, and eventually the storyline involves the Yakuza kidnapping the children of mob bosses, and the mafia turning to the Punisher to help rescue them. Yes, it’s as dumb as it sounds. Also the costume designer on the project thought it was a good idea to leave out the single most iconic element of the character — the skull on his chest. So to recap, skull on chest = too silly. Sitting naked in a sewer = acceptable.

32.) Ghost Rider: Spirit Of Vengeance (2011)

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I’m ranking the Ghost Rider sequel a couple notches above the original because it had better directors (TheCrank tandem of Neveldine & Taylor) who brought a more kinetic action style to the film, Badass Supreme Idris Elba is in it , and by this time the career meltdown of Nic Cage was at peak levels, making his batshit Elvis impersonation quite entertaining to watch. (His hairpiece was much better this time around, too.) The sequence where some goons fire hundreds of bullets into Ghost Rider’s face and he spits them all back out like a hellish machine gun is also pretty badass. However, even with all of those elements in play, Spirit Of Vengeance is still a near-unwatchable nothing of a movie, with no one to care about and ugly, sparse locations. There is a scene in this film where Ghost Rider literally pisses fire. That happens. In a movie. I think we’re done here.

31.) Fantastic Four (2005)

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Marvel helped usher in the Silver Age of comics with The Fantastic Four #1 in November, 1961. “The First Family Of Comics” M.O. was high adventure, mind-blowing science, huge super-heroic spectacle, and encounters with bizarre creatures and beings from outer space and parallel dimensions. All of that sounds like it would make for a pretty insane summer blockbuster, right? Get Michael Chiklis to play a note-perfect Ben Grimm/The Thing and you’re on your box-office glory, right? Well, not if you’re 20th Century Fox, who saw the FF as a middling, moderately budgeted affair rushed into production to capitalize on the success of the X-Men and Spider-Man franchises (and to retain those pesky film rights to the IP).

Flatly lit, flatly shot, and just plain flatly executed by journeyman director Tim Story, The Fantastic Four is a  weightless bit of superhero fluff that fails in capturing the spirit of the comic book in almost every aspect, save one — the antagonistic but loving character dynamic between The Thing and Johnny Storm/The Human Torch, the latter perfectly realized by Chris Evans, years before taking on the Captain America role for Marvel Studios. Everything else in the movie is just lame from Ioan Gruffudd and Jessica Alba’s terrible chemistry as Mr. Fantastic and the Invisible Woman, to the brief, dull action sequences. But the ultimate atrocity perpetrated by this weak adaptation is the catastrophic mis-casting of Nip/Tuck‘s Julian McMahon as Doctor Doom, who reduces the most  fearsome villain in the entire Pantheon of Marvel baddies to a weaselly Business Tycoon constantly trying to get into Jessica Alba’s panties. Unforgivable.

30.) Blade Trinity (2004)

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We’ll get to the first Blade‘s tremendous (and unsung) impact on modern superhero movies later on in the countdown, but for now we’ll have to slog through the film that put a silver-plated stake directly into the heart of the franchise, 2004’s Blade: Trinity. David Goyer—the current go-to guy for DC’s comic book properties—did a bang-up job on the previous Blade films, but pulling double-duty here behind the director’s chair split his focus too much, and the result is a badly-paced mess of a movie with no sense of danger or forward momentum, clogged with awful characters spouting silly dialogue (“That’s atomized colloidal silver. It’s being pumped through the building’s air conditioning system, you cock-juggling thundercunt!” is a shining example).

Wesley Snipes was shoved aside in his own star vehicle in favor of Jessica Biel and Ryan Reynolds as part of a team Blade allies himself with, called The Nightstalkers. New Line was looking to spin them off into their own franchise, but the poor reception (and box office take) of Blade: Trinity killed any possibility of that, and it actually blew up in their faces when Snipes filed a lawsuit against the studio for cutting him out of the casting process and other producing decisions. The movie also features a terribly mis-cast villain inPrison Break‘s Dominic Purcell, who portrays the king of all vampires, Dracula (or “Drake,” here) as charisma-free, Euro-trash lunk.

29.) Daredevil (2003)

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Ben Affleck might be on to bigger and better things in the superhero world these days – playing the greatest superhero of them all in the 2016 film Batman V Superman: Dawn Of Justice, but back when he was just a guy in his late 20s making poor business decisions, he donned some red leather to portray Marvel’s “Man Without Fear” in this complete turkey of a superhero movie. Instantly dated by a painful and embarrassing nü-metal soundtrack (so much Evanescence!), Daredevil also commits the cardinal sin of shoehorning in 30 years of comic book continuity into a 100-minute run time, lengthy origin sequence and all.

The film has an ugly, early ‘aughts blue digital look, and despite having some solid characterization, the costuming is laughably hideous (Colin Farrell looks like a transvestite biker in a Nickelback tribute band; Elektra is decked out in black leather dominatrix gear, rather than her red ninja sashes). Ben Affleck and Jennifer Garner met and fell in love on this flick, but as the two leads they are thuddingly dull and, as mentioned in the Elektra entry above, Garner is just way too “Plain Jane” to play an exotic assassin. Lots of people will tell you the Director’s Cut DVD is far better than the theatrical version, but all it does is add more Coolio and makes a terrible film even more unbearable.

28.) The Punisher (2004)

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Marvel’s second attempt at adapting the Punisher character featured a much better actor in Thomas Jane, a comics accurate costume (look, a skull!), a much larger budget, and a screenplay based on some great Punisher comics by Garth Ennis and Steve Dillon – so, it had to be a much better movie, right? Well, only slightly, as it turned out. The 2004 Punisher flick took Frank Castle out of New York and inexplicably plopped him into Tampa Bay, and instead of just his wife and two kids getting taken out by the mob, it’s an entire clan of Castles all sitting around the dinner table who get blown to smithereens by the film’s HORRENDOUS bad guy, Howard Saint (John Travolta).

The main problem the Punisher has is its decidedly tepid, PG-rated approach to a very violent character and some decidedly R-rated comic book source material. See that still from the movie above where Frank is brandishing a big-ass gun? Well, I think that’s pretty much the only scene in the movie where he actually uses a firearm. The Punisher spends most of the film enacting vengeance on Howard and his goons through blackmail, extortion, fisticuffs, random stuff like a pot of boiling oil, and the coup de grâce – a sequence where Frank parks Howard Saint’s wife’s car illegally so she accumulates dozens and dozens of parking tickets. Whoa, slow down Punisher movie.

27.) Fantastic Four: Rise Of The Silver Surfer (2007)

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Rise Of The Silver Surfer is a perfectly harmless superhero adventure suitable for the whole family that improves upon the lifeless original in some key ways – we’ve got a comics-accurate Silver Surfer, voiced by Laurence Fishburne; a cool chase scene between the Surfer and The Human Torch; a looming, world-ending threat in the coming of Galactus, Devourer of Worlds; and more playful and funny interaction between Johnny Storm and Ben Grimm.

Unfortunately, the film is also plagued many of the same issues that made the original such a dud. It’s still flatly shot, Jessica Alba (and her horrible wig), Ioan Gruffudd, and Julian McMahon are still woefully mis-cast in their roles, and of course, this is the film that gave us the infamous “Galactus cloud,” reducing an iconic, visually innovative Jack Kirby villain to a nebulous blob of ugly CGI haze. If these two Fantastic Four films were any more nondescript, they’d be off-white wallpaper.

26.) The Amazing Spider-Man (2012)

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The Amazing Spider-Man is slightly better than its execrable sequel, but it’s still a pretty lousy movie. The biggest problem it has it its inherent superfluousness.  It’s a wholly unnecessary reboot/re-telling of Spider-Man’s origin story, with the dreaded “grim, gritty, and grounded” tone and a focus on Peter’s parents – an element that should never be explored in any Peter Parker story, because there is absolutely nothing interesting about his parents and they have no impact on what makes Peter Parker compelling as a character.

Clumsily executed by 500 Days Of Summer director Marc Webb, Amazing Spider-Man strives for the same emotional beats as the 2002 Sam Raimi Spider-Man, but fails to earn them at every turn. Andrew Garfield’s Peter Parker is a sullen, smoldering, shoe-gazing hipster, and not a good-natured but hopeless nerd as he should be during his high school years. And when he dons the Spider-Man suit, instead of hurling witty, funny banter at bad guys, he just becomes a raging douchebag. There’s a fine line between being a wiseass and being a dick, and Garfield is just a dick. Still, the action scenes are okay, and the chemistry between Garfield and Emma Stone is very sweet. It’s a watchable Spider-Man movie, but vastly inferior to Raimi’s. Yes, that’s right even our next entry….

23.) Spider-Man 3 (2007)

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Comic book fans and mainstream audiences alike flocked to the first two installments of beloved genre director Sam Raimi’s Spider-Man saga, and everything seemed to be in place for Raimi, Tobey Maguire, Kirsten Dunst, James Franco and company to finish out a trilogy in spectacular fashion. Sadly, producer and noted idiot Avi Arad (as well as the Sony suits) interfered and sent the whole thing straight to hell by insisting on the inclusion of fan-favorite Spidey villain Venom, mucking up a loaded narrative that already included Franco as the “New Goblin,” Thomas Hayden Church’s Sandman, and Bryce Dallas Howard’s Gwen Stacy.

Somewhere in the bloated corpse of this movie lies the skeleton of a solid wrap-up to the storyline of Peter, Harry, and MJ kicked off in the 2002 original. All the stuff involving those three characters is watchable, but the Venom/Eddie Brock plotline is shoehorned in all but squeezes out poor Sandman’s arc (which was gutted in editing) and Raimi—perhaps resentful of Arad’s marketing-driven meddling—sabotaged his own movie with the howlingly awful “emo” Peter Parker sequences and the now-infamous jazz club dance number. Meanwhile, Gwen Stacy has nothing to do in the movie (she essentially exists as a plot device to create tension between Peter and MJ), and screenwriters Ivan Raimi and Alan Sargent thought it would be a brilliant idea to ret-con Peter’s origin by making The Sandman responsible for Uncle Ben’s death. Also:THE TWIST SCENE. *shudder*

24.)  X-Men 3: The Last Stand (2006)

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The Last Stand has the unfortunate distinction of demonizing and forever besmirching the name of director  Brett Ratner, who was just “that guy who did the Rush Hour movies” before replacing franchise shepherd Bryan Singer (and second choice Matthew Vaughn, as well) at the last minute, resulting in a rushed and schizophrenic finale to the X-Men trilogy. So now Ratner is synonymous with any hired gun director brought on board to quickly churn out big budget studio product in time to meet set-in-stone release dates and secure the necessary opening weekend gross. (See Marvel Studios current Ant-Man situation as an example of a movie that fans are hoping doesn’t end up “getting Ratnered”).

Despite the bad script and Ratner’s hack job, this third X-Men film isn’t the unwatchable turd most critics would have you believe it is. Ratner did an admirable job aping Singer’s X-Men visual aesthetic from the previous installments, and it’s got some good stuff – almost everything Ian McKellan’s Magneto does; the Multiple Man forest gag; the Danger Room sequence; Kesley Grammar’s portrayal of The Beast/Hank McCoy (though the makeup is laughable); and a pretty dramatic finale involving Wolverine and Jean Grey. Yet, although it’s not the low point of the X-Men movie franchise (that would be the aforementioned X-Men Origins: Wolverine), X-Men: The Last Stand is still a terrible, terrible movie. It’s too short; the whole thing feels sloppy and rushed; the editing is atrocious; beloved characters are unceremoniously killed off and quickly forgotten; the special effects (especially the wire-work) are laughably bad; the screenplay is a mess; the acting performances range from godawful to dull; and it’s shoddily directed. But the most frustrating thing about it is, it never had to be that bad. A little patience and understanding by FOX could have prevented one of the most tragic mistakes in geek culture history.

 23.) Hulk (2003)

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The failure of this 2003 Universal Pictures version of Marvel Comics’ beloved Jade Giant is an important stepping stone to the sprawling, interconnected Marvel Cinematic Universe from Marvel Studios that we know and flock to today. You see, before the (mostly successful) Incredible Hulk reboot in 2008 and the character’s subsequent gangbusters appearance in The Avengers in 2012, The Hulk was just another Marvel Comics property whose film rights were controlled by an outside studio, languishing in film development hell for literally decades. Universal finally pulled the trigger in 2003, hiring auteur director Ang Lee to bring to life on the big screen in full CGI glory (and not just a bodybuilder in a fright wig and green paint), but after audiences collectively shrugged their shoulders at it, they let the rights revert back to Marvel Studios.

So what exactly went wrong with this version of The Hulk? Well, despite having beautiful cinematography, a pretty vivid color palette and innovative “comic book panel” storytelling (and a fun fight where The Hulk throws a tank around), Hulk is just not very much fun. It’s glacially paced and ponderously dull at times, especially during the relationship drama between Jennifer Connelly’s Betty Ross and Eric Bana’s Bruce Banner. At the crux of the film is a psychologically complex Daddy-issue narrative between Eric Bana and a thoroughly creepy Nick Nolte that failed to connect with an audience looking for some less heady superhero spectacle. Some inconsistent and downright bizarre CGI work marred things as well (just LOOK at that Hulk model…eeesh). Oh, and did I mention the Hulk fights a giant, mutated POODLE in this film? Yeah.

22.) Kick-Ass 2 (2013)

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All right, well, I have good news for you – we’re pulling out of the realm of truly terrible Marvel films and ascending into mediocre territory here with this unnecessary, but enjoyable enough sequel. The originalKick-Ass was a sharp-as-nails bit of subversive superhero deconstruction, deftly adapted from the Mark Millar/John Romita Jr. comic book miniseries by director Matthew Vaughn. It did well enough at the box office for the studio to entertain the idea of the sequel, but Vaughn stepped down from director duty, handing things off to writer Jeff Wadlow, and the film probably came out a year too late. It also suffers from some homogenization – where the first film’s vulgarity, violence, and superhero satire felt fresh, the same stuff in Kick-Ass 2 feels safe, routine, and stale.

One of the truly great things about the original Kick-Ass was Chloe Moretz’ pint-sized, swear-spitting murder machine Hit-Girl. Moretz  was a 12 year-old playing a 10 year-old in that first film, and calling bad guys a bunch of cunts before slicing them up was shocking and uproarious in that context, but in the sequel it loses impact coming out of the mouth of a suddenly statuesque teenager. Her plotline involving some struggles adapting to high school and facing off against a clique of mean girls also falls flat. The best stuff inKick-Ass 2 is dorky protagonist Dave Lizewski /Kick Ass’ involvement in a street-patrolling superhero team called Justice Forever, led by Jim Carrey’s bonkers Colonel Stars & Stripes, and featuring various oddball characters with names like Night-Bitch and Insect Man. Christopher Mintz-Plasse is also highly entertaining in his new supervillain identity, The Motherfucker.

21.) Punisher War Zone (2008)

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The third (and most recent) attempt at adapting Marvel’s gun-toting vigilante is this 2008 entry directed by Lexi Alexander. Although it’s not part of the “Marvel Cinematic Universe,” War Zone was produced by Marvel Studios under their mature “Marvel Knights” banner, and boy does it deliver on the “ol’ ultra-violence.” Heavily influenced by the rust-tinted, grimy look of horror films of the time like Saw, Punisher War Zone is a ludicrously gory and way over the top shoot-em-up that features a parkour artist getting blown up by a rocket launcher mid-jump, and The Punisher punching right through a guy’s face. Insane. It’s also the first Punisher movie that actually allows Frank to use an extensive arsenal of firearms, provided to him by his armorer/assistant Microchip (also making his first appearance), as well as the first time the Punisher gets a comic book adversary in the form of Dominic West’s disfigured gangster, Jigsaw. Ray Stevenson—who these days plays Volstagg in the Thor franchise—is probably the most imposing onscreen iteration of the character so far, but some critics felt he was too grim; coming across like a soulless, one-dimensional Terminator-like killer.

War Zone is hindered by a cheap look and some overly broad performances, but if you’re looking for an outlandish, dark, and batshit crazy comic book action movie, it’s tough to beat. Sadly, Lionsgate, who distributed Punisher: War Zone, unceremoniously dumped the movie into theaters with little to no marketing whatsoever, but it remains a cult favorite today thanks in part to an exuberant word-of-mouth campaign launched by comedian Patton Oswalt around the time of its release. If you want to see a Punisher movie where he blows people’s limbs and heads off with shotguns, and aren’t too interested in exploring the themes of the character and what makes him tick, this is the flick for you.

20.) The Wolverine (2013)

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The Wolverine is a classic case of a superhero movie that could have been truly great if things had worked out as originally intended, but in the end, was merely serviceable. After X-Men Origins: Wolverine was rightfully crucified, Hugh Jackman was hesitant to strap on the claws and pointy hair again unless something special could be done with the character, and that something special materialized in the form of director Darren Aronofsky – purveyor of dark, haunting, and just plain fucked up cinema like Requiem For A Dream and Black Swan. Aronofsky’s plan was to thicken up Jackman’s lean, cut build and make a stripped-down, brutal adaptation of Frank Miller and Chris Claremont’s original Wolverine limited series from the ’80s, which saw Logan struggling with his animal instincts in Japan and fighting ninjas and samurai warriors for love and honor.  Sadly, thanks to some scheduling issues and Aronofsky’s obsession with making a Noah’s Ark film, the auteur walked away from the project, leaving it in the hands of 3:10 To Yuma‘s James Mangold.

Although he was a massive step down in quality, Mangold actually does a pretty solid job on The Wolverine. Jackman plays Wolverine with more edge and ferocity than in the previous de-fanged appearances, and the narrative is really enjoyable for the first two acts, playing out as a dramatic and intense conflict with Ninjas and the Yakuza, featuring some standout characters like the deadly Yukio. Unfortunately, since The Wolverine was a big summer tentpole release for Fox, the third act goes off the rails with a (likely mandated) big dumb CGI robot fight. The sequence isn’t enough to ruin the film, and it shouldn’t deter you from checking it out, but I can only imagine how powerful and moody a more faithful adaptation of the source material under Aronofsky could have been.

19.) The Incredible Hulk (2008)

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Released during the same summer as the breakout Iron Man, The Incredible Hulk was only a modest hit at the box office (it grossed about as much as Ang Lee’s Hulk), but it accomplished something crucial to the future success of the Marvel Studios Cinematic Universe that is currently dominating blockbuster cinema – it left audiences with a positive impression of the character moving forward, and re-established ol’ “Jade Jaws” as a more exciting, dynamic superhero. Eschewing many of the cerebral elements that bogged down Ang Lee’s version, The Incredible Hulk is a faster-paced, more action-oriented Hulk movie, much to the chagrin of star Ed Norton, who famously clashed with the burgeoning Marvel Studios about script rewrites and the removal of much of the psychological explorations of Bruce Banner Norton insisted on including in the narrative. All this, of course, led to Mark Ruffalo replacing Norton as The Hulk/Bruce Banner in The Avengers (more on that later).

The film introduced many of the signature elements included in Marvel Cinematic Universe flicks to this day – a stinger scene featuring a character (or characters) teasing events to come; the villain of the film, Emil Blonsky (a terrific Tim Roth), is fueled by a variation of Captain America’s super soldier serum; there’s a Stan Lee cameo; and there’s lot of little Easter Eggs sprinkled throughout, like an appearance by Hulk’s arch-enemy, The Leader. The Incredible Hulk isn’t the greatest superhero movie, but it’s light years better than the dreck stinking up the bottom ten of this countdown; the battle in Harlem between the Hulk and The Abomination is particularly satisfying for action lovers.

18.) Kick-Ass (2010)

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What would really happen if some unstable, psychotic asshole, or a lonely, awkward teenage kid put on scuba gear and some hockey pads and went out at night to fight crime? Well, they’d probably end up splattered on the pavement or hospitalized with a stab wound and dozens of shattered bones – and that’s exactly what happens in Kick-Ass, a clever, vulgar, and relentlessly violent tale of a “real-life” Peter Parker who decides to shake off the apathy of our perennially distracted, plugged in, socially networked society, take matters into his own hands, and, well, kick some ass. Aaron Taylor-Johnson shines as the nerdy, but committed Dave Lizewski/Kick-Ass  and, as mentioned in the Kick-Ass 2 entry, Chloe Moretz’ foul-mouthed, 10-year-old death dispenser Hit Girl is the true breakout character of the flick. Her introduction into the film involves being shot in the chest at point-blank range by her own father, played by Nicolas Cage. That immediately tells you what kind of twisted, subversive ride Kick-Ass is going to be, and if you can’t hack it, you better get off now.

Unfortunately, Kick-Ass is another comic book-based film that almost reaches greatness, but it plummets to Earth like the “superhero” glimpsed in the opening sequence – primarily due to some third act issues and an overblown finale involving a jetpack and a rocket launcher that didn’t quite align with the tone of the rest of the movie. These problems manifested as a result of the film deal being inked before the first issue of the comic book series by Mark Millar and John Romita Jr. was even published. Still, it’s a solidly entertaining and hyper-violent dark comedy that challenges the concept of “good guys” and “bad guys,” and serves as a twisted cautionary tale about taking our obsessions to unhealthy and dangerous extremes.

17.) Blade (1998)

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In many ways, Blade is the hipster of superhero movies – it featured characters in black leather trench coats and sunglasses, had gravity-defying action, and boasted a grim, camp-free tone before it was cool. Released just a year after Batman & Robin—the nadir of broad, unfaithful, big-budget comic book schlockbusters—and a year before The Matrix, Blade was a lean, mean, razor-sharp piece of work that didn’t waste time winking at its audience or distracting it with gaudy soundstage sets; it cut right down to the bone and kicked some hardcore ass. Wesley Snipes owned the screen as the half human/half-vampire “Daywalker” – a stoic badass waging an endless war on bloodsuckers and their human supplicants, dubbed “familiars.” A crusty Kris Kristofferson is along for the ride providing Blade his weaponry as a sort of hard-drinking Q, and if there’s a weak point in the film, it’s Stephen Dorff’s villain Deacon Frost, who eventually becomes a giant, undulating blob of terrible CGI blood.

Despite the awful CGI during the climax, Blade is a vital link in the chain that connects the cheesefests of the ’80s and ’90s, to modern “realistic” superhero movies we enjoy today. It effectively demonstrated that comic book characters could inhabit real environments and be taken seriously as characters, and not just played for laughs or put on a pedestal as unrelatable Gods. If nothing else, Blade deserves a spot in the top 20 for the single greatest line of dialogue in any superhero movie ever made: “Some motherfuckers are always trying to ice skate uphill.” Indeed they are, Wesley. Indeed they are.

16.) X-Men (2000)

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If Blade was the big boot that started kicking in the door to mainstream success and acceptance for “realistic” superhero adaptations, then X-Men is the battering ram that shattered the door to splinters, leaving it wide open for the onslaught of expensive superhero spectacles which continue to dominate the box office to this day. Once director Bryan Singer’s adaptation of Marvel’s wildly popular mutant team—with a perfectly cast Patrick Stewart as the Martin Luther King figure Charles Xavier, and the venerable Ian McKellan as his Malcolm X-like opposite, Magneto—hit theaters in the summer of 2000 and grossed over $150 million domestically, nothing was the same. The sky was the limit when it came to properties and perhaps more importantly, budgets.

Now that we’re almost 15 years removed,  the flaws in X-Men are glaring – almost half the movie is pure exposition (including just about everything Xavier says), it’s hamstrung by its $75 million budget, and its visual aesthetic is now laughably dated. Halle Berry’s Storm is also legendarily awful (she tries a bizarre accent in the movie that is never heard again in the other films, not to mention “the line.”). But overall, X-Men is still a solid, highly influential superhero film, and few things that I’ll witness on-screen will have the same impact as laying eyes on Hugh Jackman’s Wolverine for the first time. When he sits down at the bar with that pointy hair (I can’t believe they got that to work) and a stogie in his mouth, and orders a beer…it’s just absolutely NOTE PERFECT. He IS Wolverine, and still is to this day, quality of the project be damned. Good luck to the poor bastard who takes over that role.

15.) Iron Man 2 (2010)

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Many refer to this installment of the Marvel Studios Cinematic Universe as the worst of the bunch (yes,Incredible Hulk included), but even the most hastily thrown-together Iron Man film still boasts the bottomless pool of charisma that is Robert Downey Jr.’s Tony Stark, and at the end of the day, Iron Man 2is infinitely more watchable than the previous 25 films on this countdown (and most other superhero franchises, to boot). Critics lambasted the film—and perhaps rightly so—for mucking up the narrative with forced universe building and some gratuitous cameos from characters who show up only to plant seeds forThe Avengers and other interconnected MCU films, but fans ate it up like candy and the sequel grossed a massive $312 million at the U.S. box office.

The biggest weak spot in the film is Mickey Rourke’s villain Whiplash. He’s oddly performed, disappears for huge swaths of the running time, and never seems like much of a credible threat – something Rourke is still bitter and angry about to this day (he claims he added many dimensions to the character, but most of the material was cut out by the Marvel suits). Highlights of this installment include Tony’s witty back-and forth with Gary Shandling and other government stooges at a Senate hearing convened to investigate the possibility of taking the Iron Man tech away from Stark and militarizing it; the awesome “suitcase armor” sequence on the racetrack of the Monaco Grand Prix; Sam Rockwell’s terrific turn as Tony’s rival/wannabe equal, Justin Hammer; Black Widow’s acrobatic, ass-kicking infiltration of Hammer Industries; Rhodey finally suiting up as War Machine; and well, just about anything Robert Downey Jr. says.

 14.) X-Men: First Class (2011)

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By 2009, the X-Men franchise seemed dead in the water. Bryan Singer was long gone, and the previous two entries (numbers 38 &24 on this list) left a rancid stench all over Marvel’s Merry Mutants. Enter Kick-Ass director Matthew Vaughn, who slammed an adamantium claw-sized adrenaline needle into the heart of this dormant series by casting two of the best young actors alive today (Michael Fassbender and James McAvoy), and by taking things back—way back—to the very beginnings of the X-Men.

Part ’60s spy movie, part Nazi-hunting thriller, part superhero melee, part ideological rivalry – First Classadded style, sex appeal, and spectacle to the blandness that permeated previous installments. Though populated with a large menagerie of mutants, the film wisely keeps its focus on the story of a how a 20-something Charles Xavier met up with a young, revenge-seeking Erik Leshnerr and a conflicted teenage Mystique, and the subsequent tragic dissolution of their relationship through circumstance and a clash of philosophies; a dynamic that was further explored in Bryan Singer’s return to the X-Men – Days Of Future Past. Extra kudos should also be given to Vaughn and the costume designers for finally putting the mutants into their classic blue-and-yellow battle togs.

13.) Thor (2011)

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Marvel Studios struck gold in 2008 with Iron Man, but that was a story about an Earth-bound character played by an actor with effortless charm and a good rapport with audiences. It also wasn’t too far off from the gadget-oriented Batman flicks  audiences flocked to in the early ‘aughts. If Marvel was going to expand their universe, however, they were going to have to get into some weird territory; and you don’t get much weirder than a magic hammer-wielding hero who is banished from a kingdom of cosmic gods. Full of opulent costuming, pseudo-Shakespearan dialogue, and Machiavellian plotting, Thor was indeed a hard sell, but the ol’ Marvel pickaxe hit upon more riches in the forms of Chris Hemsworth as the titular hero, and Tom Hiddleston as his brother, the silver-tongued Trixter God, Loki.

Hemsworth and Hiddleston are so good, it’s easy to overlook the film’s many shortcomings, like the woefully half-baked romance between the underdeveloped Jane Foster character and Thor; Kat Dennings’ forced comedic banter; and the fact that most of the film takes place in a small New Mexico town that looks more like a quick studio backlot set propped up for a tourist stunt show. But aside from the strong character work,Thor also boasts some great effects, epic battle sequences, and—perhaps most importantly—it proved that audiences could accept Thor and his crazy supporting cast, and believe they could exist alongside Iron Man and The Hulk in future adventures.

12.) Thor: The Dark World (2013)

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Thor and Thor: The Dark World are essentially interchangeable, but I’m placing this sequel a notch above the original on this list primarily because it has a far better Earth locale (London), and it has a grittier, more cinematic feel, thanks to Game Of Thrones director Alan Taylor. Every element in this film—from the character relationships to the setting to the action sequences—is more fleshed out in The Dark World, leading to a slightly more satisfying experience. Unfortunately, that expansion is a double-edged sword, as those irritated by Kat Dennings and Stellan Skarsgard’s comedic stylings will only find them doubly grating here. Christopher Eccleston’s villainous Malekith is also more of an obstacle than a character, sandbagged by nebulous motivations and a lack of screen time.

Once again, it’s the tremendous character work of Hemsworth and Hiddleston that rescues the film from certain doom. Coming off of his brilliant star turn in The Avengers, Hiddleston further cemented his place as a pop culture phenomenon, and the Marvel Studios Universe’s biggest and most beloved (seriously, check out how many Tumblr blogs are dedicated to him) bad guy; while Hemsworth  delivers the kind of smiling, brave, virtuous, and inspiring hero we should have seen in Man Of Steel.

11.) X-Men: Days Of Future Past (2014)

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Brian Singer’s triumphant return to the superhero franchise he launched back in 2000 was also an extremely ambitious one. Not only was he was adapting one of the most revered (and kinda convoluted) X-Men stories of all time in Chris Claremont and John Byrne’s time travel opus, Days Of Future Past, but he was also doing it with an unprecedented ensemble cast that combined just about every single principal from his old X-Men movies as well as X-Men: First Class. Singer deftly handled this problem by shunting the old guard off to a pair of bookend sequences set in the far future, while the “new” crew (plus Hugh Jackman’s Wolverine) did the heavy lifting in the film’s primary narrative, set in 1973.

As I mentioned in the First Class entry, DOFP smartly retains its focus on the Xavier/Magneto/Mystique relationship triangle, which finds the three alpha mutants at a crossroads in their respective destinies (Xavier’s a crippled, drug-addled shell; Magneto’s a driven, vengeance-fueled zealot; Mystique is trying to forge her own path through violence), and the way it all resolves is compelling and satisfying, thanks to the powerful performances of Fassbender, McAvoy, and Lawrence). Singer has never been a great action director, but in DOFP he delivers some intense set pieces at the beginning and end of the film which allows several fan-favorite mutants to cut loose with their flashy power sets (Iceman finally gets to slide around on his ice track!) Throw in Sentinels and a truly inventive and FUN prison breakout sequence involving Evan Peters’ Quicksilver, and you’ve got the runner-up for best X-movie of them all.

10.) Iron Man 3 (2013)

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Fans went into Iron Man 3 expecting to see Avengers One-And-A-Half; another big superhero spectacle featuring Iron Man pew-pew-pew’ing away at the bad guys with what appeared to be an army of Iron Man suits backing him up. What they got instead was a Shane Black dark action-comedy through and through, one that focused on a lost man desperately retreating from humanity and hiding within technology; a man looking to reclaim his soul after (literally) peering into the heart of darkness; a man who had to figure out if he was still truly Iron Man, with or without the suit.  For Tony Stark, Iron Man 3 was a journey through lost hubris and post traumatic stress disorder in the wake of mingling with Gods and fighting off aliens in The Avengers. Luckily for Stark (and we in the audience), Black and Robert Downey Jr. masterfully guided him through, providing some huge laughs and a series of masterful swerves along the way, which, to paraphrase Ben Kingsley’s Mandarin, “I never saw coming.”

Many fans were rubbed the wrong way by the character deconstruction of Tony and the film’s big “twist,” but the funny thing is, Iron Man 3 still had plenty of explosion-filled dazzle: from the incredible Malibu mansion attack sequence, to the adrenaline-pumping Air Force One free fall rescue, to the inventive MacGuyver-esque Mandarin compound infiltration, to the  slam-bang throw down between 40-plus Iron Man suits and a dozen or so Extremis-fuled mercenaries; you couldn’t really ask for any more from a Marvel Cinematic Universe summer blockbuster. But hell, even if you hated the twist and the stripped-down nature of the narrative, as yourself this: How many movies have been able to TRULY shock and surprise you, especially these days, where every tiny plot detail is spilled all over the Internet a month before release?

9.) Blade 2 (2002)

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As I’ve discussed previously,  Blade was a big step forward for “serious” superhero cinema. By the time a sequel was considered, X-Men had stormed the box office and audiences were expecting each comic-based film to have more scope and impact than the last. While Director Stephen Norrington was a serviceable director for Blade’s initial outing, Blade II‘s screenplay required someone with a unique vision and a horror background. Guillermo Del Toro has an eye for the gruesome and macabre; which is why he was perfectly suited to expand upon the original Blade‘s grittiness and inject it with more supernatural, bump-in-the-night dread.

Blade II is darker, scarier, bigger, more action-packed, and…funnier?  Yep. The back-and-forth antagonism between Blade and Ron Perlman’s vampire character Reinhardt is pure GOLD. That dynamic serves as a nice complement to nightmare-fueled main narrative, which finds Blade reluctantly teaming up an elite vampire super team known as The Bloodpack to eliminate the threat of the terrifying reapers – an ultra-violent breed of mutated vampires with freaky, toothy maws who feed on vampires and humans alike, and will eventually wipe both species off the face of the planet. All this and The Walking Dead‘s Daryl flippin’ Dixon as Blade’s new mechanic/weapons designer, Scud!

8.) Spider-Man (2002)

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A lot of you out there have probably forgotten—or just simply have no appreciation for—just how MASSIVE this movie was when  it was released in 2002. Hell, to this day, it remains the only movie to ever top a Star Wars flick at the box office. That is no small feat, my friends. Director Sam Raimi, who at the time was only known for low-budget horror flicks like the Evil Dead trilogy, seemed like an odd choice to handle the first big-budget film adaptation of everyone favorite friendly neighborhood Spider-Man, but ultimately it was a  genius move on Sony’s part.

Though the film took some liberties with Peter Parker’s high school origins (namely, streamlining Peter’s love life by altering Mary Jane Watson’s character a bit, and bypassing Gwen Stacy altogether), Raimi and star Tobey Maguire perfectly captured the essence of the classic Lee/Ditko Spider-Man stories and delivered everything a great Spider-Man story should have – a hopelessly nerdy Peter struggling to fit in and longing for the girl of his dreams; the contentious relationship with his friend Harry Osborn; being bullied by the ultimate jerk, Flash Thompson; the awe and wonder of discovering his spider-powers, his deep bond with his loving Aunt and Uncle; haggling with a cranky J. Jonah Jameson over photo rates; and learning in brutal, heartbreaking fashion that “with great power, comes great responsibility.”

The film was lighthearted, fun, and adventurous without ever feeling campy, and though the criticism thrown about these days is fair—the Green Goblin costume does make the classic villain look like a Power Rangers villain, and the CGI wasn’t quite where it needed to be in 2002 to truly be convincing— Spider-Man remains one of the most beloved and faithful superhero movies of all time.

7.) Captain America: The First Avenger (2011)

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By June, 2011 Marvel Studios had successfully laid the groundwork for their grand plans by introducing audiences to their arms dealer-turned-armored hero, their giant green rage monster, and their hunky space God. Now all they had to do was win over cynical modern audiences accustomed to tortured dark superheroes like Batman and Wolverine, with a golly gee shucks, WWII-era, All-American throwback  – and guess what? It turns out a virtuous hero like that was the breath of fresh air audiences were yearning for.

I had my doubts about Chris Evans when it was announced that he landed the role of Captain America, but he completely won me over with his performance. Evans is Captain America, imbuing Steve Rogers with an unapologetic sense of nobility and innocence. It’s so refreshing to see an actor portray a true hero in every sense of the word, without an affected smugness or irony. Chris Evan’s Cap is a man of honor; an everyday Joe just looking to serve his country and do the right thing.

What’s really great about Captain America: The First Avenger is its purity; certainly in this political climate, a Captain America film might have fallen prey to political-minded filmmakers looking to exploit the perceived jingoistic aspects of the character, but Johnston and his screenwriters never allowed the film get bogged down in heavy-handed political metaphor;  instead they embraced Cap’s earnest, flag-waving sensibilities and played everything very straightforward. This is a cut-and-dry good vs. evil story, and a wildly entertaining one, at that. It could have used one or two more action sequences, and perhaps another scene or two spent developing the menace of Hugo Weaving’s Red Skull, but The First Avenger‘s universal message of finding the strength within yourself to always do the right thing connected well, and the final piece to Marvel’s grand tapestry was successfully stitched in.

6.) X-2: X-Men United (2003)

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I often refer to this sequel as the Empire Strikes Back of the Bryan Singer X-Men saga – the tone is slightly darker, the stakes are much higher, the interpersonal drama is amped up to ten, and the ending of the film is defined by a tragic loss for our band of heroes. After barely scraping together a serviceable X-Men film with a $75 million budget back in 2000, Singer was given over $100 million (an unheard of amount for a superhero movie at the time) to expand his vision and deliver a more epic, sprawling adventure; not to mention make sure more of those splashy mutant powers were utilized on-screen.

Although I don’t think he really did a bang-up job on expanding scope or wowing the audience with effects (Nightcrawler’s teleportation effects were neat, Storm conjures up some huge tornadoes, but that was about it for F/X spectacle), Singer and screenwriters Zak Penn and David Hayter certainly delivered a stronger, more compelling narrative, unencumbered by exposition and tedious origin stories. Among other things, our mutant heroes had to deal with ramping anti-mutant hysteria after a mind-controlled Nightcrawler infiltrates the White House and nearly assassinates the President; and a fanatical, mutant-hating military leader who invades the Xavier school and kidnaps the students. Most of the juicy relationship dynamics occur when Wolverine, Iceman, Pyro, and Rogue go on the lam and are eventually forced into an uneasy alliance with Magneto and Mystique. It all culminates with Jean’s noble sacrifice, which offered a tantalizing tease of her Phoenix powers and the promise of  exploring one of the best X-Men storylines – a promise that was dashed to smithereens by Brett Ratner and crew three years later.

X2 feels dated now (flared pants and hair-wings everywhere!) but in 2003 this movie was a game-changer, and despite competition from First Class and Days Of Future Past, it remains the best X-Men movie of all time.

5.) Iron Man (2008)

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2008 was a landmark year for superhero cinema. Christopher Nolan released his seminal work The Dark Knight, a film that is still considered to be the best superhero movie ever made, and Marvel Studios introduced audiences to a character who would go on to become the iconic face of their franchise  – Robert Downey Jr.’s charming, brilliant, sharp-witted, self-centered—and ultimately heroic—Tony Stark.  No one knew it at the time—hell, Downey was ad-libbing entire scenes, new screenplay pages were being written on set, and at one point Favreau even consulted JJ Abrams for help—but Kevin Feige and Jon Favreau were about to take a C-list superhero  audiences had almost zero familiarity with, and use him to give birth to an entire universe. On the sixth day, God created Iron Man, and it was good.

All joking aside, this production was a massive gamble for a fledgling studio looking to control profits and creative integrity for their in-house characters, but thanks to an excellent marketing campaign (including a prime Super Bowl ad slot); a terrific ensemble cast featuring the likes of Gweneth Paltrow, Terence Howard, and Jeff Bridges, and a mainstream audience frothing at the mouth for exciting superhero spectacles, Iron Man exceeded expectations, taking in a gargantuan $318 million at the domestic box office.

The first Iron Man film is the ultimate tale of a man saddled with hubris and a myopic world view forced to confront the harsh realities his lifestyle wrought and utilize his ingenuity and his industriousness to start doing the right thing for the benefit of others for a change. It’s a slick, funny  highly entertaining thrill ride of a film, dominated by Downey’s effortless charisma. Yes, the final showdown between Iron Man and Obadiah Stane/Iron Monger is underwhelming and ends in anticlimactic fashion with the push of a button on a giant Macguffin, but the character relationships bristled with energy and, like X-Men before it, held unforgettable moments for comic fans. I know the feeling of awe I had seeing Tony battle his way out of the cave in the primitive Mark-I armor, and the exhilaration of watching the Mark-II suit blast off into the night sky via its repulsors will be etched in my mind forever. Finally, a combination of technology and creators with reverence for the source material were able to pluck images directly from the comic page that were once thought impossible to realize, and translate them onto the screen in note-perfect fashion…and it was only the beginning.

4.) Spider-Man 2 (2004)

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When people talk about “the perfect comic book movie,” the conversation will almost invariably turn to Sam Raimi’s Spider-Man 2. The sequel seems to have just the right blend of all the elements integral to a great superhero blockbuster -a vibrant color palette, dynamic action, interpersonal drama, heart wrenching romance, a compelling narrative, and a formidable villain in Alfred Molina’s Doctor Octopus. Spider-Man 2is also quite possibly the best “everyman struggling with balancing his life and his costumed adventuring” movie ever made. This time around, poor Peter is being pulled in a million different directions and fighting a million personal battles, and he’s losing every single one of them to his web-slinging alter-ego.

Among his issues in Spider-Man 2: Aunt May’s broke and can’t pay her mortgage; Peter’s broke and can’t pay the rent on his crappy apartment; Mary Jane’s about to marry an astronaut and Peter can’t express his true feelings for her; J. Jonah Jameson is screaming at him for photos; his best friend hates his guts; and he’s failing Dr. Connors’ science class. That sounds like an awful lot to pack into a single narrative, but a returning Raimi juggles it all effortlessly, and when Peter trashes his Spidey duds (in a great homage to the classic John Romita comic cover) and vows to quit wall-crawling for good, the savvy director makes us root hard for our friendly neighborhood Spider-Man to make a comeback and win the day.

The movie is filled with some great Sam Raimi flourishes, like a callback to his horror roots (complete with crazy angles and zooms) when surgeons are slaughtered after a failed attempt to remove Doc Ock’s metal arms. The battle on the clock tower between Spider-Man and Doctor Octopus, with poor Aunt May caught in the crossfire, feels lovingly lifted right out of the pages of an early Stan Lee/Steve Ditko issue, and the sequence where Spidey desperately tries to stop a speeding subway car from plummeting to its doom is one of the greatest set pieces in the history of comic book movies. Okay, so Doc Ock’s little plot-driving science project is utter nonsense, but so what? As long as MacGuffins lead to compelling narratives and fun adventures don’t really care how silly they are. Spider-Man 2 is pure, unadulterated comic book fun from start to finish and should be in the top ten of any superhero movie rankings.

3.) Captain America: The Winter Soldier (2014)

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Between 2008-2012, Marvel Studios accomplished their goal of introducing the world to their heroes one by one, then assembling them in an unprecedented team movie for the ages (more on that later). But for Phase Two, they had loftier goals in mind – the plan was take their characters and move them beyond standard superhero origin/bad guy has a world-annihilating death ray tropes and graft different genres onto the properties. Thor moved into Lord Of The Rings/Game Of Thrones fantasy territory, Iron Man 3 was a black comedy-noir mixed with an introspective character deconstruction/rebirth, and even space opera was on the docket with Guardians Of The Galaxy.

For Captain America: The Winter Soldier, Cap was removed from the simple, good vs. evil world of WWII, and thrust into the morally grey, post-911 political climate of Patriot Acts, NSA intrusions, and drone strikes – and the result was a hard-hitting action masterpiece that mixed the best elements of the Bournefranchise with ’70s political thrillers like 3 Days Of The Condor and twisty comic book sci-fi weirdness.Chris Evans turns in his best performance as the “Sentinel of Liberty” here, imbuing Cap with his usual (and refreshing) earnestness, virtue, and sense of duty, which remained unwavering even in the face of a faith-destroying conspiracy that completely altered the status quo in the Marvel Cinematic Universe – not to mention an adversary in the titular character with deep, personal ties to Cap’s past.

One of the biggest critiques of the Marvel Cinematic Universe is that the films are lightweight and lack edge or impact, so the directing tandem of Joe and Anthony Russo made sure that the action and stakes in The Winter Soldier delivered a brutal knockout punch that smashed naysayers’ teeth straight down their gullets. They, along with outstanding work from Scarlett Johansson’s Black Widow, Samuel L. Jackson’s Nick Fury, and Anthony Mackie’s Falcon, have crafted a comic book action film rife with drama, subtext, intensity, complexity, violence, and true grit. With those qualities in play, The Winter Soldier is Marvel’sThe Dark Knight, and while it didn’t top this list, there’s certainly room for the argument that it’s not only the best Marvel movie ever made, but the best superhero movie, period.

2.) The Avengers (2012)

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Back in the ’80s and ’90s, fans in comic shops, basement rec rooms, and early online services like AOL all adopted the same mantra- wouldn’t it be cool if…? That question was followed by a number of lofty wishes, but one of the biggest was a star-studded, big budget movie adaptation of a superhero team like the Justice League or The Avengers. Thanks to a lack of faith in comic properties from major film studios, miniscule budgets for any superhero projects (beyond household names like Batman), and technological limitations, it remained a hopeless what if scenario. Then the new millennium arrived, and with it, Bryan Singer’s X-Men(see entry #16). Though it was a satisfying film, it wasn’t very faithful to the source material and it lacked scope; comic fans knew someone could do a team movie bigger, brighter, and better.

Enter Marvel Studios, who realized the culmination of an ambitious plan in 2012 with the release of The Avengers – a film that nearly became the highest-grossing movie of all time (it settled for #3) and changed the course of superhero moviemaking forever. But how did Kevin Feige and the Marvel brass address the myriad questions plaguing a monumental undertaking such as this; questions like: How do you pay all the actors? How do you make sure all the egos are appeased? How are of these characters supposed to interact in anything close to a coherent narrative? Well, it’s simple…they hired Joss Whedon. Sure, Marvel could have hired a big-name, big-explosions director like Michael Bay or Zack Snyder, but then the film wouldn’t have its soul or wit; it wouldn’t have Whedon’s uncanny ability to handle large ensemble casts and root out their deepest emotional traits; it wouldn’t have someone who “gets it”‘ – and Joss Whedon just gets it, man.

What else can I say about a movie that brought together Captain America, The Hulk, Iron Man, Thor, The Black Widow, and Hawkeye in one movie; introduced “Puny God” into the vernacular; made Tom Hiddleston a bona fide pop culture phenomenon and the object of lust for millions; had the best 360-circular panning “hero moment” shot of all time; gave audiences an epic, end-of-the-world battle against an army of invading alien hordes riding giant space dragons; and made audiences worldwide hungry for shawarma? The release, and subsequent domination of mainstream entertainment by The Avengers was like V-J Day for geeks; the ultimate vindication and the cause for raucous celebrations. It was historic and game-changing; and if it weren’t for a slightly sloppy and awkward first 15 minutes, it would most certainly wear the crown on this countdown, but that honor goes to…

1.) Guardians Of The Galaxy (2014)

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How the hell did this happen? How did a movie featuring a 10-foot-tall ambulatory tree and a talking, gun-crazy raccoon become the absolute best Marvel Comics movie of them all? It’s simple – heart. This is a movie that wears its heart on its sleeve, and it’s a damn big heart, too. Guardians Of The Galaxy is a special movie; the type of spirit-lifting, imagination-fueling throwback to the space fantasy and adventure films of the ’70s and ’80s that you just don’t see anymore in this age of icy cynicism and disposable explosion-fests that vanish from the public consciousness after a huge opening weekend gross.

Lovingly realized by James Gunn, Guardians is one or two scenes of character development for an underwritten main baddie away from being a perfect movie. It has everything you could possibly want and more – superpowered heroes kicking ass, freaky aliens, epic spaceship battles, hilarious humor (if you cant laugh at some of the stuff that comes out of Rocket’s mouth, you’re soulless), heartstring-tugging drama, cosmic mysteries, and romance (c’mon, the Footloose scene swept you off your feet, admit it). The Avengers has most of these traits as well, but Guardians gets the slight edge from me because it’s funnier and has a bit more soul and life behind its eyes. As if all that weren’t enough to put it over the top, that ear worm-ridden soundtrack of ’70s pop and soul classics is unforgettable and every song fits its accompanying scene as if it were written through the mists of time specifically for the film.

One could look at Guardians Of The Galaxy’s simple narrative about the good guys protecting a powerful Macguffin from a megalomaniacal villain at face value and dismiss it as formulaic drivel,  but it’s the incredible character dynamics that allows the movie to transcend its remedial plot elements and make it an instant classic. Star-Lord, Rocket Raccoon, Gamora, Groot, and Drax feel like fully realized beings right from the get-go; they’re funny, charismatic, intriguing, and even scary. Some of them hide themselves behind humor or charm, while others mask their pain with violence – but they are all searching the universe for a connection to something.  The members of the Avengers have lives and a place outside of the team, but the Guardians have nothing without each other except an existence predicated on trauma, revenge, and emotional scarring. They are lost beings, but in one another they find camaraderie, meaning, and hope for something better.

Oh, and one more thing…how could a movie that gave the world this NOT be number one?

https://www.youtube.com/watch?v=1GncYQHBJIw

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