If there was one criticism that could be leveled against 2012’s The Avengers, it might be that the film was just a little too perfect.  I know that sounds like a ridiculous thing to say, but bear with me.  The second highest grossing film of all time was almost universally beloved and forever changed the landscape of the film industry with its success, but it was perhaps a little too polished.  The action was too slick, the one-liners too well-timed and well-written, the effects too impressive, the heroes too heroic and the villains too villainous.  For Avengers: Age of Ultron, the second Avengers film, the eleventh movie in the Marvel Cinematic Universe, and Joss Whedon’s second and final outing in the MCU, that perfection is intentionally avoided and the result is a film that’s messier, dirtier, more complicated, and ultimately a richer and better film than its predecessor.

Following the events of Marvel’s Phase 2 of films (Iron Man 3, Thor: The Dark World, Captain America: The Winter Soldier, and Guardians of the Galaxy), the Avengers are living and working together in Tony Stark’s Avengers Tower in New York.  They’re on the trail of HYDRA, trying to track down Loki’s missing scepter, fighting together as a well-oiled machine with each member playing a vital role and with everything going smoothly.  Backed by Stark’s Iron Legion of Jarvis-controlled drones, they’re kicking ass and taking names, and earning quite a negative reputation around the world due to all of the collateral damage in which they’ve had a hand.  Off the field of battle, they all seem to get along despite their drastically different personalities, but things can only go smoothly for so long before something happens to turn everything on its head.

Following the recovery of Loki’s scepter, Stark and Bruce Banner work together to use information inside of it to realize a dream.  They create Ultron, the first true artificial intelligence, with the hope being that it would take the lead in defending the planet from whatever threats it might face, with a global network of drones at its side.  As these things often do in movies, Ultron decides that protecting the earth means humanity needs to evolve, and he wants to be the one to trigger the next stage of evolution, in as destructive a way as possible.  During a party at Avengers Tower, where the team plus past friends from other adventures and some new faces celebrates their latest victory before Thor returns the scepter to Asgard, Ultron breaks free of his digital creation, setting himself loose onto the internet, building a body, and attacking the team before flying off with the scepter.  The fact that Stark and Banner didn’t tell the others their plans makes things worst, and erodes the trust on which their harmony as a team was built.

Ultron’s mission leads him to the twins, Wanda and Pietro Maximoff, who were first seen in the mid-credits sequence of The Winter Soldier.  Products of HYDRA experimentation and enhancement, Pietro has the ability to move at superspeed while Wanda has telekinesis and can control people’s minds, giving the Avengers a new and different challenge to face.  Wanda in particular wreaks havoc on the team, as she invades the minds of each of them causing visions of their greatest fears, regrets, or traumas of their past, causing them to second guess their choices and doubt themselves.  As the Avengers threaten to tear themselves apart, they must race against the clock and around the world to discover Ultron’s plan and stop it before it’s too late.

All of the Avengers are back for Age of Ultron, and all have been changed by their experiences in the previous films.  Robert Downey, Jr.’s Tony Stark may have come to grips with his near-death experience saving New York by the end of Iron Man 3, but he is still shaken by the Chitauri attack and his dread of an eventually war they can’t win forms the basis for his dream of Ultron.  With the collapse of SHIELD, Captain America/Steve Rogers (Chris Evans) is leading the Avengers, calling the plays in battle and keeping the team focused.  Natasha Romanoff (Scarlett Johansson) and Clint Barton (Jeremy Renner) are along for the ride as the only “normal” members of the group, feeling slightly overwhelmed and vulnerable but still filling key roles.  Thor’s (Chris Hemsworth) main purpose is to recover Loki’s scepter, while Bruce Banner (Mark Ruffalo) works with Tony on Ultron while waiting on the sidelines hoping that the Hulk isn’t called into the fight.  They’re joined by a cadre of familiar faces from many of the Marvel movies thus far, some for nothing more than a cameo while others play key roles in the story.

Then there are the newcomers, with Ultron standing front and center.  Ultron, a menacing robotic CGI creation voiced to perfection by James Spader, is the sort of villain whose presence looms over even a film as jam packed with heroes as this.  He’s creepy but often somewhat charming, completely remorseless but cheeky and funny, and there’s even a dose of logic behind his intentions.  He’s more of a direct threat than Loki was in the first film, as Loki was more of an instrument of battle while Ultron’s plan is more precise and he’s more of a physical threat to the team.  Aaron Taylor-Johnson and Elizabeth Olsen make the twins’ powers feel believable, and ground the characters by their thirst for revenge and a style and backstory that feels far removed from anything we’ve seen thus far in the MCU.  And Paul Bettany gets to make more than just his usual voice appearance as Jarvis, playing the mysterious Vision, whose presence, existence, and story would be too filled with spoilers for me to discuss except to say that Bettany steals every scene in which he appears.

Age of Ultron is unique in that it feels both bigger and smaller than its predecessors.  In many ways the film has grown to dwarf the first Avengers, taking the audience on a global journey whose international feel sets it apart from the rest of the Marvel films, and expanding the scope and scale proportionally.  On the other hand, the film feels more intimate and character driven than what came before, with our heroes more three dimensional, broken, damaged and flawed than we’ve previously seen them, yet the movie never feels dark in the way that some of Marvel’s competitors strive for.  That such a film could be pulled off at all is a testament to Joss Whedon’s storytelling ability, but the fact that it is such a success speaks to the strength of these characters and his deep understanding of them and the shared universe they inhabit.

Whedon has constructed a story and a film that seems intentionally designed to defy expectations and subvert what’s come before, and it keeps the movie feeling fresh.  He gives Barton, who was sidelined through most of The Avengers as Loki’s puppet, a key role that redefines what we thought we knew of the solider.  He gives us hints of an unexpected (and controversial) romance between Romanoff and Banner while using that romance to show us not only what the world thinks of them but how the world has shaped their views of themselves.  There’s plenty of the humor one would expect, but many of the laughs come not from clever one-liners or jokes but instead from the situations in which the heroes find themselves or their reactions to unexpected moments, and they feel richer after ten movies getting to know these characters.  Whedon opens the film with a long, single take of the opening action scene, capped with a slow-motion hero shot, intentionally taking the visual highlights from the end of the last movie and dropping them at the very beginning as if to get them out of the way in order to free up the action to feel less choreographed.  In contrast, the final battle features an extended sequence entirely framed in close-ups of the heroes faces as chaos unfolds around them, with the spectacle set aside in favor of character.

As with any Marvel film, there’s generally something for everyone in Age of Ultron, and what you get out of it is often a reflection of what you bring in.  Those looking for a popcorn movie full of laughs and action won’t go away disappointed, but those looking for something more will definitely be happy.  The long-term Marvel fans will find their allegiance rewarded in moments big and small that continue to tie all of the films and Agents of SHIELD together in one cohesive yet diverse universe, but the casual fans will find equally as much to enjoy.  It’s is a superhero movie with a lot to say, particularly about monsters, fear, and choices, but with plenty of room for interpretation and lots of fun to carry it along.  In the end, what you take away from Avengers: Age of Ultron is most likely a reflection of what you wanted to see, and it can be as deep or shallow as you want it to be.  As for me, I think this might be the best Marvel film yet, and given the trend of their Phase 2 of films, I can’t wait to see what Phase 3 holds.

A+