Marvel’s Thunderbolts is one of the most anticipated films in the MCU’s Phase 5, bringing together a team of misfits, anti-heroes, and former villains. In this breakdown, we’ll explore the full story, character arcs, hidden agendas, and the powerful forces at play—including the mysterious Sentry and the dark alter ego known as The Void. Get ready for twists, betrayals, and a setup that could shake the foundation of the Marvel Universe.

Marvel’s Thunderbolts opens with high-stakes espionage and a returning fan favorite, Yelena Belova (Florence Pugh), as she infiltrates a clandestine laboratory. Her mission is simple: retrieve vital research and ancient artifacts for the shady OXE Group, under direct orders from the enigmatic Contessa Valentina de Fontaine (Julia Louis-Dreyfus). The lab is heavily guarded, but Yelena is as lethal as ever—dispatching the guards before she confronts a panicked scientist who warns her about the ominous “Project Sentry.” Their struggle ends in tragedy when the scientist accidentally shoots himself in the face. Yelena grabs the intel and escapes just before blowing the lab sky-high.

Meanwhile, in Washington, D.C., Bucky Barnes (Sebastian Stan) has traded in his vibranium arm for a suit and tie, now serving as a congressman. He sits in on a hearing for Valentina’s impeachment—she’s under fire for running covert ops without authorization. Flanked by her loyal assistant Mel (Geraldine Viswanathan), Val defends her actions by citing the absence of the Avengers and referencing the Red Hulk incident, claiming that she’s filling the leadership void left behind.

Back in the quieter parts of the world, Yelena pays a visit to Alexei Shostakov, aka Red Guardian (David Harbour). He’s living a lonely, washed-up life, and Yelena, feeling the weight of years of trauma and Natasha Romanoff’s death, unloads her emotional burden. After some awkward fatherly encouragement from Alexei, she calls Valentina for her next assignment.

Her new mission takes her to The Vault—a secure facility—where she’s ordered to eliminate Ava Starr/Ghost (Hannah John-Kamen). Just as she’s about to strike, Yelena is ambushed by John Walker/U.S. Agent (Wyatt Russell), who in turn is attacked by Antonia Dreykov/Taskmaster (Olga Kurylenko). Chaos erupts as bullets and batons fly. The situation escalates when Ava reappears and shoots Taskmaster in the head. The mayhem leaves the remaining trio to discover a mysterious survivor—Robert “Bob” Reynolds (Lewis Pullman). Suspicion grows. It becomes clear that Valentina has set them up to kill each other and destroy all evidence related to Project Sentry and the OXE Group.

As they attempt to escape, Ava’s phasing ability is disrupted by a sonic device. Yelena disables the power source while Walker smashes it, allowing Ava to unlock the doors just before the incinerators activate.

Suddenly, Yelena is trapped in a traumatic memory from her Red Room past—her first kill as a child, luring a girl named Anya into the woods. She wakes up startled, realizing the vision occurred when she touched Bob’s hand. The group continues their climb out of The Vault with Bob’s help, using a daring wall-walk maneuver. Walker, brushing Bob’s hand, sees his own haunting memory—his broken relationship and a heated argument with his wife.

Back in D.C., Valentina attends a high-society gala. Bucky, working with Congressman Gary (Wendell Pierce), is also there and tries to turn Mel against Val. He hands her his number in case she’s ready to jump ship. Later, Mel uncovers Vault footage and informs Val that her assassins have joined forces. She secretly calls Bucky and agrees to help by sharing her location data.

Valentina now dispatches a hit squad to eliminate the team—but with explicit orders to spare Bob, the last surviving subject of Project Sentry. The assassins disguise themselves in stolen uniforms and flee in a van. In a heroic moment, Bob steps out to distract the guards. Though they fire at him, he emerges unscathed, demonstrating Sentry-like powers. But when he soars into the sky, he blacks out and crashes back into The Vault, where Val’s team captures him.

In the desert, Yelena, Walker, and Ava trek onward, mourning Taskmaster and questioning the path they’re on. They’re soon picked up by Alexei, hilariously disguised as Val’s limo driver, in a gaudy, barely functional vehicle. A high-speed chase ensues with mercs on their tail. Ava’s powers are again blocked by sonic tech, but Bucky appears and grenades the vans. He helps, only to abruptly flip their limo with a chain for dramatic effect.

Meanwhile, Valentina meets Bob, trying to manipulate him by validating his god-like powers. She touches his hand and sees a childhood memory—her father’s murder after she let a stranger into their home. Bob vows to stay in control of his abilities.

Mel warns Bucky that Bob is mentally unstable, and Val’s plans could be catastrophic. Bucky rallies the others, now an unofficial team dubbed the Thunderbolts—named sarcastically after Yelena’s old pee-wee soccer team. They storm Valentina’s Watchtower (the former Avengers HQ), fight off guards, and confront Val and a now-suited-up Sentry.

The team fails to land a hit. Sentry is nearly unstoppable, even ripping off Bucky’s vibranium arm. They flee, but Bob turns on Val, declaring he doesn’t need her orders. Before he kills her, Mel uses a hidden kill-switch to knock him out. However, his body is consumed by dark energy—he becomes The Void.

Outside, the Thunderbolts are demoralized. They feel more like misfits than heroes. Yelena breaks down, confiding in Alexei that she feels lost and alone. He reminds her of her worth. Suddenly, crowds gather to watch Sentry, now fully transformed into The Void, begin turning New Yorkers into shadows.

The team regroups, rushing to evacuate civilians as The Void swallows the city in darkness. Yelena dives into the heart of The Void to confront Bob. Inside, she relives memories and finds Bob sitting alone. He recounts his abusive childhood and being blamed for trying to protect his mother. Yelena counters his pain with compassion, hugging him—urging him not to bottle up emotions like she once advised. The rest of the team joins in, and the collective human connection pulls Bob out of The Void. The city returns to normal.

Bob has no memory of what occurred. Valentina holds a press conference, spinning the story in her favor. She proclaims that the Thunderbolts were her initiative all along and brands them as “The New Avengers,” confirming the asterisk in the film’s title. Yelena slyly warns her that if they’re the Avengers now, Val works for them.

Mid-Credits Scene

Alexei, thrilled by the team’s fame, spots a box of cereal with the New Avengers on it. He tries in vain to get a stranger to recognize him and buy the cereal, to no avail.

Post-Credits Scene

Fourteen months later, public opinion on the New Avengers is deeply divided. Sam Wilson is even suing over the use of the name. Bob remains under constant psychological observation to keep The Void at bay. Suddenly, the team detects a new extraterrestrial event—an aircraft entering Earth’s orbit. As they observe it on surveillance… a large “4” is seen on its side.

The screen fades with a final promise:
“The New Avengers (and Bob) Will Return.”