The Marvel Panel: Ant-Man Smackdown, Iron Man's Downfall, and Rocket Raccoon!S

Now that Marvel's master plan has climaxed with The Avengers, it's time for "Phase Two." And just now, Marvel gave us some great clues as to what that involves. We learned the titles of the Thor and Captain America sequels — including a huge spoiler — and we saw Ant-Man in action and brand new Guardians of the Galaxy concept art!

Spoilers ahead...

The Marvel panel started with a clip reel from all the previous Marvel movies, intercut with the stars and film-makers talking about them at previous Comic Cons — by way of thanking everybody for their support. And now, the teaser concluded, it's time for "Phase Two."

The Marvel Panel: Ant-Man Smackdown, Iron Man's Downfall, and Rocket Raccoon!S

And then we learned the titles of the next two movies! Thor: The Dark World, and Captain America: The Winter Soldier. At that second title, the crowd went nuts! (The Winter Soldier, of course, being the storyline that brings back Bucky Barnes in the present day.)

The Marvel Panel: Ant-Man Smackdown, Iron Man's Downfall, and Rocket Raccoon!S

And we saw Charlie Wen's concept art of first Rocket Raccoon, and then the entire Guardians of the Galaxy team — with a firm release date of August 1, 2014. The team consists of Starlord, Drax the Destroyer, Gamora, Groot and of course Rocket Raccoon.

And then Edgar Wright came out to talk about his long-awaited Ant-Man movie — holding an Ant-Man comic he bought when he was a little kid. He and Joe Cornish have written two more script drafts since he finished Scott Pilgrim.

And Wright showed us some test footage he shot featuring Ant-Man! And despite some rough spots, including bluescreen and unfinished effects, it was absolutely clear that Ant-Man can look badass and tough, rather than just being a joke character.

The Marvel Panel: Ant-Man Smackdown, Iron Man's Downfall, and Rocket Raccoon!S

Basically it's a scene where two figures in sunglasses are guarding an elevator door — and Ant-Man comes out of a ventilator grill, at tiny size. He runs up the hallway at small scale, and then suddenly becomes fullsize in front of the guards. They pull out their guns — but Ant-Man's already tiny again, and he's running along the guard's gun. He jumps and punches the guard in the face, using all his actual weight to knock the guy out. Then he grows big again and flips the other guard over and throws him into a window. The rapid shapechanging and ultra-violence makes him look just fantastically tough.

Oh, and the costume looks pretty stylish, with the classic ant-mandible mask, but also a darker suit. Not so much red, more like something that could fit in on the S.H.I.E.L.D. helicarrier. Wright says he wanted the costume to "mix the silver age and the contemporary look of the character."

"Ant Man will kick your ass one inch at a time," Wright adds. "There is no casting news, although I can reveal that Ant-Man has been here all day." He points to a card next to an empty seat.

Then Feige starts talking about Iron Man 3 and then there's a light at the back of the room — and suddenly Robert Downey Jr. comes in from the back, dancing up the aisle to the tune of "Never Too Much" by Luther Vandross. He's dancing around with one Iron Man glove on. And we see some Iron Man 3 footage!

There's a scene where Tony Stark is in his lab, with a sign saying "Stark R&D Department." He's being filmed by his camera bot. And he's talking to the wall of old Iron Man suits. "Good afternoon ladies," he says to them. "Welcome to the birthing suite." He's about to welcome the arrival of their "bouncing badass baby brother." He asks Jarvis for seasonal music, and Jarvis puts the needle down on a record of hip hop Christmas music.

The Marvel Panel: Ant-Man Smackdown, Iron Man's Downfall, and Rocket Raccoon!S

Tony strikes a boxing pose, and nothing happens. A second time, nothing happens. Finally, he tells camera-bot, "Take two." And when he strikes the boxing pose, an armor glove flies across the room and goes onto his hand. Then he says it's okay to send all the pieces — and pieces of armor are flying at him. At first, it works great, and then they start overwhelming him — and his crotchguard hits him in the crotch. Another armor piece hits him in the face. Tony asks for it to be slowed down, but they keep flying at him. Finally he's almost fully armored, except for his mask, hovering in mid air. Tony flips over so he's upside down, and the mask flies onto his face.

Then there's a funny scene where Tony is talking to Happy Hogan, his "former" head of security. Happy says he's quit, because people laugh at him when he says he's Iron Man's bodyguard. Plus Iron Man is busy off joining the Superfriends. Plus Happy Hogan's grandmother saw a big robot snake come out of the sky in Manhattan and jumped out the window. Tony says it's been taken care of.

The final big set piece was when a bunch of helicopters with rocket launchers come and destroy Tony's giant house, causing it to tumble into the sea. Tony gets into the Iron Man armor in time, but Pepper Potts is also caught in the disaster. And Tony watches all his spare Iron Man suits blowing up one by one. Tony is flung out into the water and carried down by the undertow. Over this, the voice of the Mandarin says, "Some people call me a terrorist. I consider myself a teacher. Lesson number one: Heroes. There is no such thing. As you cry out for mercy, you will be silenced."

There were also quick snippets of other stuff. Tony sitting on the couch in his Iron Man armor, as Pepper Potts comes into his house, and she kisses him and holds him while he's still wearing the armor. We also see Guy Pearce, playing Aldrich Killian, and he too is kissing Pepper Potts. Also, we glimpse Maya Hansen (Rebecca Hall), looking sad. Also, we see War Machine's brand new red-white-and-blue armor.

There's a chain, going onto a swordhilt. And a group of government officials looking concerned as they witness some carnage taking place, at the hands of that terrorist. And Pepper Potts holding a ruined Iron Man helmet in the rubble.

The last shot of the Comic Con trailer is a pair of hands with ten rings on them — caressing a ragged beard. These hands pull back a hood revealing a knotted head. And it's Ben Kingsley, looking sinister as Hell, sitting on a throne, flanked by temple dogs.

"Sir Ben's lovely and he's going to be absolutely terrific," says director Shane Black during the panel. Kingsley has developed a voice as the Mandarin, that he's been working on in his hotel room. "This guy is the Mandarin."

"Iron Man 3 is all about a return to a Tony Stark-centric film," says Kevin Feige — just like how in the comics, the characters can all combine and then go back to their separate worlds.

"To make it seem like it's the conclusion of a trilogy rather than just another episode — that was the challenge," adds Black. "And we've managed to remember that to stay on top, you have to touch bottom." And he says that what drives the love of superhero films is a connection to the simple myths that we all cherish. And the big secret of the films is that Downey Jr. "is Tony Stark."

Despite all that talk about touching bottom, they're still not doing the "Demon in the Bottle" storyline, because Downey doesn't feel like there's enough of a story there to play out on screen — you can't watch Iron Man go through rehab. So instead, "He's got the plug in the jug this time."

Don Cheadle says he has a lot more to do in this movie, and "the Rhodey and Tony relationship expands."

"We've got all these interlocking parts," says Shane Black. "It's not like Spider-Man 3, where they're all separate," he snarks.

And now that Jon Favreau is playing Happy Hogan and not directing, he's "off the chain," says Downey Jr. He's like "Swingers at 40."

How does Downey Jr. respond to the success of The Avengers? "I think every movie I ever do is going to be one of the three biggest films of all time," says Downey Jr. "It finally happened."

Someone asks if Pepper Potts will ever get her own suit of armor, like the Rescue Suit. Downey Jr. jokes about Pepper rescuing Tony from a bar, in a co-dependent way, but then Feige says more seriously: "Everybody at this table thinks Pepper getting a suit would be the coolest thing." "We all want to see Gwyneth kick a little ass at some point," agrees Jon Favreau.

So what's next for Robert Downey Jr. after Iron Man 3? "Don's and my deal runs out after Iron Man 3, and then we'll figure out what Brinks truck we want to continue," says Downey Jr. "This has been an amazing journey, and the future is uncertain."