Welcome to “Trailer Tuesday” where I talk about trailers for upcoming movies.

Marvel’s plans to premiere the Avengers: Age of Ultron trailer during next week’s episode of Agents of SHIELD were altered when the trailer leaked online last night.  Instead of waiting, Marvel decided to go ahead and officially release the trailer early, so without further ado I’m bringing it to you.  Take a look below, and read on for my shot-by-shot thoughts and analysis.

“I’m gonna show you something beautiful,” Ultron (James Spader) says to start off the trailer, as we get a shot of a city landscape.

His “beautiful” something seems to be mass chaos, as we see images of smoke and destruction.

“Everyone screaming,” he continues, as we see people shouting.  What’s interesting here is that they seem to be shouting as some sort of protest, given the placards in the background.  It doesn’t look like fear on their faces, but anger.

“For mercy,” Ultron concludes, as we get a shot of a robotic hand (presumably Ultron’s) covered in molten metal.

We get one more shot of some screaming civilians before getting a glimpse at our heroes.

First up is Captain America, aka Steve Rogers, looking worn out and exhausted after a battle, noticeably without his trademark shield.

Next up is Clint Barton, aka Hawkeye, looking like he’s standing guard as people flee behind him.

Finally we get a quick glimpse of Thor holding his hammer, Mjolnir, in a battle-torn locale.

Things seem pretty dire for our heroes, as Ultron tells the Avengers, “You want to protect the world, but you don’t want it to change.”  We get a look at Natasha Romanoff, Thor, Rogers, and Bruce Banner on a quinjet looking whipped.

We get a closeup look at Banner, who looks like just a shell of himself.  Withdrawn, wrapped in a blanket, and fearful.

“You’re all puppets,” Ultron says, referencing Pinocchio, a reference that will continue throughout the trailer.  We get our first look at the titular villain as he hobbles out of the shadows towards the Avengers.

The group is clearly alarmed by this.  They appear to be sitting around in their civilian clothes in Stark Tower (now called Avengers Tower?).  They almost look like they’ve been having a party.  Some of them are dressed up, there are bottles of booze and wine glasses scattered around the room.  Also, notice that in addition to Thor, Rogers and Banner, we’ve got a glimpse of James Rhodes (aka Rhodey aka War Machine) making his first appearance in an Avengers movie after three Iron Man films.

“Tangled in string,” Ultron continues.  We get a close up look at Tony Stark, who looks seriously troubled by Ultron’s appearance.

As Ultron approaches the camera, we get an even better look at him, although he doesn’t look particularly good.  He looks almost like a 100% mechanical version of Iron Man, except one that’s been put through the ringer.  Most of his armor is gone, his left hand is missing, and he just looks like hell.  Although, his eyes, mouth, and arc reactor (presumably) in his chest are still glowing strong.

We get a view of the entire team up in their lounge area, although there are some people I can’t identify.  From left to right it looks like Banner, Romanoff, a lady I don’t know (perhaps Claudia Kim, a new addition to the cast), Thor, Rogers, Maria Hill (maybe?  hard to tell), Rhodey, Stark, and Barton.  Romanoff is quickly leading Banner away by the elbow, still protective of him after the events in The Avengers.

“String,” Ultron says again, reaching down to pick up the wrecked body of an Iron Man drone.  (According to plot details that have appeared in interviews and articles, Tony Stark has created an army of Iron Man drones [presumably led by Ultron] to act as the world’s defense after the collapse of SHIELD in Captain America: The Winter Soldier.)

Ultron raises the drone to hold it face to face, and crushes its metal skull with one hand.

The Marvel logo scrolls by next as music starts.  It’s a haunting, ethereal version of “I’ve Got No Strings” from Disney’s 1940 film, Pinocchio.  The lyrics that we hear throughout the trailer are:

I’ve got no strings
To hold me down
To make me fret, or make me frown
I had strings
But now I’m free
There are no strings on me

We get our first look at Iron Man, looking out over some mountains.  The first thing you’ll notice is that Age of Ultron has a much more international feel to it, which makes sense as it was shot all over the world.

We then get a glimpse of a European castle, presumably that of Baron Von Strucker, who made a brief appearance during the mid-credits sequence of The Winter Soldier.

We see Cap kick down the door.

His uniform resembles the one he wore in the last Avengers film (certainly more than the one he wore in the first part of The Winter Soldier), but with some subtle changes.  Maybe he’s wearing it as a tribute to Coulson?  Regardless, the stars and stripes are a little muted in the dim light.

There are some quick shots of chaos, first with armed soldiers jumping into position, and then police firing into the air.

Then there’s a shot of some glass shattering behind some civilians (presumably not related to the police).

Then one of the side of a building exploding as someone dives for cover.

Then there’s the quickest possible shot of what looks like the side of a tank and an explosion in the woods.

We then see Bruce Banner fleeing shirtless in these same snowy woods.

Is he on the run from someone?  Is he having trouble controlling the Hulk after what seemed like a breakthrough in The Avengers?

We get a lonely shot of Romanoff standing in front of a span of windows.

Then there are two particularly ominous shots.  First is of the wheel of a gurney hurrying down a desolate hospital hallway.

And then we get a shot of some medical instruments.  Is someone’s life in danger?  Is it about to be in danger?  Is this torture?  What’s going on here?

Then we get our first real money shot, bigger, stronger robot flanked by two figures.

At first I thought this was Ultron, having rebuilt himself.  And while that’s definitely a possibility, it’s also possible that this is Vision, an embodied version of Tony Stark’s AI, Jarvis.  They’re in some sort of automated factory, perhaps where the drones are built.  The two figures standing beside him are twins Wanda Maximoff (Scarlet Witch) and Pietro Maximoff (Quicksilver), who first appeared in the mid-credits sequence of The Winter Soldier.

The action starts to ramp up, as we see a drone climbing out of the water.

He’s joined by dozens of his buddies, flying up a cliffside.

We then see a group of the Avengers (Cap, Thor, Black Widow, and Hawkeye), standing in what looks like a ruined cathedral based on what looks like a pulpit on the left side of the frame, staring in disbelief at what they see.  They’re all pretty battered, so this must be after (or in the middle of) a battle.

Thor is so stunned he even drops his Mjolnir.

We see Tony looking at the wreck of one of his creations, saying, “It’s the end.”

“The end of the path I started us on,” Stark continues.  There’s a lot of potential emotion on his face.  On the one hand, it seems like he feels that he failed the Avengers, being responsible for sending them on their path.  On the other hand, there’s a certain sense of destiny to the phrase as well, as though this path is now inevitable and they have to face whatever comes.  Regardless, Stark is not the jolly jokester he was last time out (although he was considerably more serious in Iron Man 3, despite the humor).

There’s a quick look at Nick Fury, wearing a knit cap and sporting a new eyepatch instead of the 70’s sunglasses he put on in The Winter Soldier and wore in the season 1 finale of Agents of SHIELD.  Presumably we’ll get an update on what he’s been up to.

We then see Natasha Romanoff, who says, “Nothing lasts forever.”

We see more of Wanda Maximoff, falling to her knees outside a ruined apartment building and screaming.  We don’t know quite what this is all about, nor do we know how she and her brother escaped from their cages, but I’m sure the world outside is not what she expected.

Up to this point, there’s been very little in common with The Avengers.  The tone is completely different, there have been no quips, no hero shots, and no action.  All that changes, however, when we get a look at an action sequence that was teased with concept art earlier in the year.  A giant, Iron Man-esque foot smashes into the street with the Hulk in the background.  (This sequence was filmed in Johannesburg, South Africa.)  You might notice that between the foot and the Hulk appear to be the police from earlier, so perhaps they were shooting at the Hulk the whole time.

We get our first look at the Hulk this time around, and the effects look to have improved in the last two years, although no one could fault them in the previous film.  The resemblance to Mark Ruffalo is uncanny (in a good way).

We see what the Hulk is facing, as the Hulkbuster armor is revealed.  It made a brief appearance in Iron Man 3, but it’s been supersized this time around.  Notice that the Hulkbuster armor fits over the Iron Man armor as an added layer of protection for going up against Banner, rather than as a separate suit.  The battle looks like it’ll be awesome, but what I’m more interested in is how Banner will react to the fact that Stark built a suit for the sole purpose of stopping him.

No Avengers trailer would be complete without Natasha looking badass, so we get an awesome shot of a quinjet doing a flyby and dropping her out riding a motorcycle.

We get to see Quicksilver using his power of super speed, which will need to feel different from the version we saw in X-Men: Days of Future Past.  He’s running into a robot of some sort, with Cap in the background, and they appear to be on a train.

We also get a even less clear look at Scarlet Witch’s powers, which in this case is mostly just red light.  One of the points Joss Whedon stressed about bringing these two characters into the film was that they have powers that are visually different from the “punchy” powers most of the Avengers had in the first film.

The images start to come quicker now, and are a bit harder to make sense of.  One that’s intriguing, that is hardly visible between fades in and out, is what looks like a flashback involving Steve Rogers.  He looks like he’s in the 40’s, and this might be where we get an appearance from Hayley Atwell as Peggy Carter.

There are a bunch of cargo ships, though I have no idea about the context.

We get a glimpse of Andy Serkis, playing an as yet unknown character with an interesting hairstyle.

There’s a shot of Cap on his motorcycle in what looks like South Korea (another filming location).

There’s a bound to be crowd pleasing shot of a shirtless Thor emerging from the water.

Then we get one of the most interesting shots of the entire trailer.  We see Romanoff, who is face to face with the Hulk, and he reaches out and the two hold hands (this shot is split into two segments but I’m only including one).  I loved their interactions in the first film, as she was the only Avenger who could really connect with Banner.  It looks like they’re still in the snowy woods from earlier, so perhaps she’s sent in to calm him down and bring him back to himself.

We see a brief shot of some ballet.

Followed by some more action.  This time there are more people firing into the snowy woods.

This time, however, they’re firing at Hawkeye, who is running through the woods as they explode around him.

Things are not all well with the Avengers internally either, as we watch Thor charge at Stark and pick him up by the throat!

We get a quick shot of Natasha looking scared and backing away from something.  She appears to be in the same automated factory where we earlier saw Quicksilver, Scarlet Witch, and either Ultron or Vision.

The Hulk vs Iron Man fight continues as Hulk picks up a car and hurls it at Stark.

Iron Man catches it, but Hulk smashes right through it to knock him to the ground.

The music has continued through all of this, but as the child’s voice sings “I had strings,” Ultron joins on on the line, “But now I’m free.”  We see Captain America running from a car that’s been knocked into the air.

We see Scarlet Witch screaming.

And Quicksilver running up in a blur.

The action ends with one final sequence of the Hulk vs Iron Man battle.  The Hulk breaks through a fruit stand.

But Iron Man is waiting for him.

And the two punch each other at the same time.

The trailer isn’t over though, and as Ultron starts to deliver the final line of the song, we see the terrifying image of a limp hand next to Captain America’s shield, now broken in half.

“There are no strings on me,” Ultron says, as we get our first look at his intact face.

The music swells and we’re greeted with the film’s logo and the release date of May 2015.

Whew!  What a trailer!  A few major things stuck out to me.  First, this is the most un-superheroy Marvel trailer yet (for comparison, watch the first trailer for The Avengers from two years ago).  There were no hero shots (unless you count the Hulkbuster armor, which I don’t since we know it’s being used against a fellow Avenger), no jokes, no light moments.  It was dark and intense.  There was a small but vocal group of people who objected to the previous Avengers film because it was too Whedonesque, meaning it had too many quips and pop culture references.  I thought the film was perfect, but I feel like this was an attempt to try to rectify some of their issues.  I would still expect some humor, but Whedon as a writer is about far more than jokes.  There’s nothing he loves more than to bring a group of characters together, let them win, and then tear them apart piece by piece to see how they survive.  He’s done it in every show he’s ever created, and it plays into his movies as well.

I said this was dark, and it almost felt like a DC movie rather than a Marvel one.  The last Avengers changed the nature of film forever by creating the biggest crossover event cinema has ever seen.  The result was the third highest box office gross of all time and a slew of records.  But just as DC has announced an ambitious slate of films for the next 6 years, including two Justice League films, it seems like Marvel is now aiming for their corner of the market.  DC films have been dark recently, from the Dark Knight trilogy to Man of Steel.  Can Marvel out-DC DC?  More importantly, can it pull off some serious darkness without losing the quintessential Marvel spirit?  I have faith in Whedon, but even if I didn’t this trailer would certainly have gotten me excited.

I had my doubts about James Spader as a robotic villain, but holy crap was he terrifying and captivating.  Spader has always been a unique actor, and I think he’ll bring something we’ve never seen before to the role of Ultron.  I’m also curious to see more of Quicksilver and Scarlet Witch, and get a sense of what their story arc will be.  It looks like they’re teaming up with Ultron, and I’m curious to know why, and how/if they’ll end up with the Avengers.

The action looks stunning, and the Hulk vs Hulkbuster fight looks epic, but it’s the characters and the story that draw me in.  The moment between Hulk and Natasha was worth a million action sequences to me.  I’m really worried about Banner, who seems like he’s on the run, having trouble controlling himself, and has to have Stark try to restrain him.

I can’t praise the music selection enough.  I don’t know if Joss wrote the film with the Pinocchio connection in mind (although I bet he did), but the eerie version of “I’ve Got No Strings” was perfect, particularly as it dovetailed into Ultron’s dialogue.  All in all, this was a spectacular trailer, that went out of its way to give us something different and unexpected.  I imagine that future trailers will give us a broader sense of the film, and perhaps be a little less dark, but it’s clear we’re in for an entirely different adventure than we got two years ago.  Bring on May 2015!

What do you think?  Were you blow away by the trailer, or did it leave you cold?  Do you like the change in tone?  What did you think of the Pinocchio connection?  What’s your impression of Ultron?  What would you like to see more of in the next trailer?  What questions do you have?  What was your favorite moment from the trailer?  Let me know in the comments!