About a year or so ago I started thinking about what it must have been like for Joss Whedon to try following up 2012’s THE AVENGERS with a bigger and more expensive sequel… let’s just say I don’t envy the guy. The monumental task also involves making sure events in the new film tie together nicely with all of the other Marvel Cinematic Universe installments. And let’s not forget, THE AVENGERS is the highest-grossing superhero movie of all time, so the pressure and expectations from the studio must be insane. AVENGERS: AGE OF ULTRON in many ways is a direct continuation of the 2012 movie, but also assumes you’ve seen all the other films, so you probably should brush up on them before buying a ticket this weekend.

The story opens in third world country Sokovia as The Avengers descend on a Hydra fortress under the command of Baron Von Strucker (Thomas Kretschmann), all in an effort to retrieve Loki’s powerful spear from the first film. How did Hydra get the spear? Uh, well, we don’t know and the film never tells us. While the heroes fight the town is filled with flying Stark drones meant to protect citizens, but the town folk have no love for Tony’s work. Strucker is also housing twins Wanda Maximoff (Elizabeth Olsen) and Pietro Maximoff (Aaron Taylor-Johnson), who have superpowers as the result of the Baron’s experiments. Why do the twins stick around? Uh, well, we kind of find out – they have a personal grudge against Tony Stark based on a tragic event in their past. Upon retrieving the spear, they return home and we learn that Stark (Robert Downey Jr.) and Bruce Banner (Mark Ruffalo) have been trying to engineer a new artificial intelligence program (nicknamed “Ultron”) for the purpose of protecting the human race against possible otherworldly threats… this is in addition to Stark’s current AI program Jarvis (Paul Bettany), who controls the fleet of Iron Legionnaires for his boss. But Tony, in an effort to avoid safety lectures from his teammates, keeps this new project a secret. Eventually Ultron gains a form of consciousness and attacks the heroes, stealing the spear and taking control of Stark’s robotic drones… the same ones meant to protect mankind. At one point Wanda uses her mind control powers to mess with the heads of the superhero team, in an effort to destroy them from the inside. Now The Avengers must bring down Ultron before he carries out a catastrophic plan that could destroy the world.

It seems like lately Marvel has been releasing a LOT of trailers and TV spots for their films, some of which come dangerously close to spoiling all of the major events before audiences even make it to the theater. The advertising for AVENGERS: AGE OF ULTRON hasn’t held back much of the main story, but there’s still some nice surprises in the finished film. One thing Whedon excels at here is capturing awesome comic book moments than hardcore fans will be cheering at, visually bringing to life events we’ve only seen in panels of funnybook pages. There’s actually more glory moments in this installment than even the first, peppered throughout the proceedings in an impressive manner. But despite that the script feels a little messy and complicated, sometimes to a frustrating degree. There’s a bunch of characters to keep track of, even lots of supporting characters that at times muddy up the story more than they assist it. The first AVENGERS movie was surprisingly cohesive, and managed to flow very smoothly despite the abundance of heroes brought together. But here it feels like overkill, so much so that even Whedon has a hard time making it feel balanced. Don’t get me wrong, I doubt anyone else could have done a better job than Joss does here, but it’s just a tricky narrative to work with.

One definite positive of this outing is the balance of the team and their efforts as a collective unit. The first movie felt a little Iron Man heavy (an obvious result of the IRON MAN movies being the most popular at the time), but since then we’ve had big moneymaking sequels for both Thor and Captain America, and now it feels like the “team” film is finally working as a team. Whedon also added in some nice character elements that are somewhat unexpected and pleasantly surprising, such as two members cultivating a budding if not complicated romance, or showing what the home life of an Avenger is like, unbeknownst to the rest of the team. This movie is more personal with the characters than we’ve seen before, and that’s a welcome element.

Joss also made up for Hawkeye (Jeremy Renner) being somewhat underused in the first film, giving him considerably more screentime here, and making him a very important part of the story this time. Renner even gets some of the best lines and some little moments that will make his role more of a fan favorite. The interactions between the heroes, whether in or out of costume, are all really solid… small but important scenes, like Captain America (Chris Evans) chatting with Bruce Banner about girls, or Robert Downey Jr. giving Evans a hard time over a passing thing said on their com system while in battle. One of the coolest new characters comes later in the film, and in the interest of not spoiling anything I’ll just say it’s a great addition to the team, and a character I can’t wait to see more of.

So with all the good in this sequel, where is it lacking? One of the most frequent criticisms of the film is that while it’s impressive and exciting, it lacks some of the charm and fun of the first one – well, that’s pretty much on point, as this one is decidedly darker and more serious that the 2012 movie. Perhaps that’s not a bad thing, but it’s noticeable. Things I picked up on were scenes that felt a little too similar, like battle sequences, which were almost interchangeable with the first movie, and some of the story dynamics that felt a tad too familiar. There’s also scenes that are big and loud but just lack impact, like the widely spoiled (thanks again to the advertising) sequence where Tony Stark uses his Hulkbuster armor to battle The Hulk in Johannesburg – a sequence that to me just looked like a big toy commercial, then again I’m sure there’s an overwhelming desire from the producers to introduce some sort of new Iron Man armor in any film ol’ Shellhead appears in. Even the score by Danny Elfman and Bryan Tyler just sounds like a somewhat lazy retread of Alan Silvestri’s music from the first movie… I mean why hire Danny Elfman if the compositions aren’t going to sound like Elfman did them?

And then there’s the role of Ultron (voiced by James Spader), which feels a little underwritten. His motivations are a bit questionable, and there’s not a lot of justifiable reasons given for why he can’t just manipulate any and all technology and execute his plans a little faster. I recall a line where the team mentions he’s shut out of the internet, or something like that, but how and why? If he’s sentient technology that can build evil drones and redesign himself to be bigger and badder time and time again, why can’t this AI program just hack any and all systems? His big master plan to kill humanity is really complex and seems convoluted, but it’s more than likely just plot device to find a way for all those heroes to battle in close proximity while trying to stop him.

All in all AVENGERS: AGE OF ULTRON is, for the most part, extremely entertaining and exciting, and of course is pretty much critic-proof anyway. I liked it but I didn’t love it, though I am willing to watch it again just to see what I missed. Mark my words though, I feel this is an installment that may not age well over time, as sometimes it takes distance from a film (especially one you’re very thrilled about seeing) to notice many of its flaws. But again, I’m not sure anyone could have made this film with this plot and all of these characters better than Joss Whedon did – it’s just such a monumental undertaking, I’m impressed he pulled it off at all. I supposed I should note that the 3D didn’t really add much for me, though I’ve never been that big of a fan of 3D in movies, unless it’s with animated films where it really shines. One thing this does succeed in is setting up future events for Marvel movies, particularly what we’ll see in CAPTAIN AMERICA: CIVIL WAR, which comes out next year. Feel free to share your thoughts in the comments below, but just remember film is subjective, so things that bother me may not bother you and vice versa. Comic book fans have a tendency to be a little overly passionate when it comes to reading reviews of films like this, so let’s just agree to be respectful of one another before posting any responses. Oh, and so you know, there is a mid-credit stinger worth sticking around for, but nothing at the end of the credits this time out.

AVENGERS: AGE OF ULTRON is set to hit regular and 3D theaters on May 1, 2015.

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