Avengers Age of Ultron is bigger, grimmer, and dead-funnier than the first one.

Avengers Age of Ultron ’s also messier, crowded, and redundant. The superhero sequel is the movie it needs to be and yet it’s not entirely better. It’s a progression of the Marvel narrative, not an evolution like The Avengers. The film shares the same issues as other Marvel movies, makes bold choices that move the series forward, and is a go-for-broke, intriguing, and overjoyed departure for writer-director Joss Whedon as he overwhelms, exhausts, and energizes his viewers with a superhero movie that wants to tear its heroes apart.

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After the Avengers—once again saw Tony Stark/Iron Man (played by Robert Downey Jr.), Bruce Banner/Hulk (Mark Ruffalo), Thor (Chris Hemsworth), Captain America/Steve Rogers (Chris Evans), Natasha Romanoff/Black Widow (Scarlett Johansson), and Clint Barton/Hawkeye (Jeremy Renner)—raid a HYDRA base and retrieve a crucial item, Bruce and Tony think they have the key to unlocking the Ultron program, an A.I. that will take care of their peacekeeping weight. Instead, it brings out the robotic threat Ultron (voiced by James Spader), who despites the Avengers and believes the only path to true peace is eliminating humanity. Ultron enlists “enhanced” (i.e. “superpowered”) siblings, Pietro (Aaron Taylor-Johnson) and Wanda Maximoff (Elizabeth Olsen) to help him in his mission to destroy the Avengers and remake the world.

After watching, I was discussing with a fellow critic, and he pointed out that the previous movie was about bringing the Avengers together, and this time they want to break away. They’ve now become heroes, but when they’re forced to confront their pain and self-doubt, they’re left to wonder how they can save the world when they can’t even save themselves. Whedon adores character imperfections, and now that we’ve watched these guys save the globe, it becomes imperative to show that they’re far from invincible, even when that invincibility can show us spectacular set pieces.

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Whedon seems well aware that every action scene in Age of Ultron has to outdo the climax of the first movie, and he throws everything he can at the screen. The gags are brilliant and non-stop, the banter is amazing, he develops deep relationships with lightning speed, and he destroys so many buildings that Age of Ultron should be renamed Debris: The Movie instead. This isn’t a Michael Bay approach where the director is making a full-blown assault on the audience’s senses. It’s Whedon on overdrive and attempting to find the way to overpass the greatest superhero movie of all time on a macro and micro scale.

It’s a blast to watch Whedon give everything he has, and he still manages to never lose sight of the Avengers. Last time, he had no choice but to sacrifice Hawkeye to make the narrative work, but this time the character becomes crucial both to the group’s dynamic and the overall plot. The film delves deeper into Tony’s dark side, proves that Rogers isn’t Mr. Perfect, sparks a new relationship between Natasha and Bruce, and then sort of leans on Thor to handle upcoming business, though Hemsworth’s charm always makes him a welcome presence. Whedon also manages to meticulously squeeze in a host of guest starring and create an amazing new character with Vision (Paul Bettany).

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Nevertheless, there are still too many characters to juggle. Ultron continues Marvel’s trend of crummy villains. I’ve come to believe that without Hiddleston and Thor taking the time to set up Loki, the character would fall flat in Avengers because wanting to make humanity “free from freedom” is kind of a weak motivation. He wants to rule the world, and that desire to rule was established in another film. I expect more from Whedon as he created so many memorable villains on his TV series Buffy and Angel, but Ultron is a disappointment.

Ultron is a personality without a character. He’s always entertaining to watch and Spader brings so much to the character, but Ultron’s intention is painfully anemic and his mix of anger and confusion comes off as muddled rather than compelling. I can see the outline of what Whedon was going for, but there’s not enough to the character to make him more than a pile of bad computer code. Ultron is occasionally charming when the film tries to show how much of Tony is in his personality, and spewing lines like “Peace in our time” is a clever way to voice a prelude to annihilation, but in the end he’s another villain with a broad, lazy goal.

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The Maximoffs are also underserved since they’re relegated to a plot device instead of full characters. They have a small backstory that explains why they want to beat the Avengers and work for Ultron, but their main goal is to slow down the superheroes. Near the end of the film the Maximoffs start being cool, but they mostly function as tools because the movie is too packed to accommodate everything it wants to do.

Nonetheless, Whedon grasps what’s truly essential for his film and his main characters. It’s a film where the moviemaker truly wants to stress what makes his superheroes heroic and makes a point of saving civilian lives (the film continuously feels like it’s kicking Man of Steel in the stomach), and that’s why we should love these characters more than the chaos they leave in their wake, even if that chaos is so damn fun (Hulk vs. Hulkbuster is everything I hoped for and more).

Avengers Age of Ultron is tremendously satisfying while also being admirably ambitious. Whedon goes above and beyond until the air starts to get thin. The movie carries a heavy burden both as a blockbuster and as a continuing story for its heroes. The experience of seeing them battle, struggle, and endure is both energizing and utterly draining. If Avengers Age of Ultron is a sign of things to come, I’, thrilled with both excitement and terror at how the MCU will grow until it reaches infinity.

Rating: B+

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Avengers Age of Ultron is bigger, grimmer, and dead-funnier than the first one.
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