Whedon’s sequel is a bizarre, muddled, personal art film masquerading as a billion dollar blockbuster.

In 2012 The Avengers changed the blockbuster-sphere forever – whether it changed it for the better is yet to be seen, as thus far no other studio has been able to successfully imitate Marvel’s serialized, shared movie universe in the same, unified way. The Avengers was the culmination of phase one of Marvel’s universe, a sequel to Iron Man, Thor and Captain America (and Iron Man 2 and The Incredible Hulk, I guess, we try and forget about those ones), yet writer/director Joss Whedon – who was an underdog at the time, coming from cult television successes like Buffy The Vampire Slayer and Firefly – was the primary reason it worked. The groundwork had been laid for him by the films leading up to it, but The Avengers was the defining moment for MCU. It was time for the pieces to lock into play and pay off, and boy did it. The Avengers was the first film in the MCU that truly felt alive – there was meaning and feeling there that just didn’t exist in earlier entries (I’m looking at you, Thor). And that feeling, that personal touch was Whedon. He was the guy who understood that it was all about these characters, how each one brings their own ideals and demons to the table and then he began to play with them. Introducing these distinctive forces to each other and seeing how they react / bounce off each other (sometimes literally) in interesting ways, revealing things about them individually and as a group. And though it took its time moving the pieces into play – that movie’s first 30-40 minutes are still a chore – the payoff was cinematic magic, a unique high that I knew deep down Marvel would undoubtedly never be able to achieve again.

That was until I saw Avengers: Age Of Ultron, and realized Joss Whedon is a much smarter man than I. How do you one-up something that you’ll likely never be able to replicate? You don’t. Instead you create something new entirely. Instead of focusing on the sheer power and unadulterated joy of coming together (as the first film did), Whedon instead exerts his efforts into examining the difficulties of growing and evolving – a theme that drives its way through every facet of Age Of Ultron, the strange, sad, relatively nuanced follow-up to The Avengers that somehow manages to explore the harsh truths at the heart of the path we had so much fun getting to and yet still finds time for moments of optimism and joy.

Kicking the film off in high-gear, Age Of Ultron opens with an extended tracking shot that follows the team in action and connects them together as they rush Baron von Strucker’s hideout where he’s keeping Loki’s staff and two “enhanced” creations/twins Wanda/Scarlett Witch (Elizabeth Olsen) and Pietro/Quicksilver (Aaron Taylor-Johnson). It’s a shot meant to mirror the one in The Avengers, designed to draw attention to the fact that this team is just as strong and together as they were during the battle of New York but instead of using this particular shot to establish clear spatial relations and geography between each character (generally the purpose of this kind of oner) instead Whedon, by design, makes it incredibly muddled and chaotic. It’s controlled chaos – a sign of what’s to come.

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Needless to say, a bunch of hydra goons in a snowy fortress are no match for the Avengers, but after the job is done and partying is underway there is friction under the surface. Tony Stark (Robert Downey Jr.), subtly repurposed after the events of Iron Man Three – and forced to literally face that purpose by a certain Witch – no longer sees the Avengers as the higher, heroic calling Steve Rogers (Chris Evans) convinced him it was in The Avengers. He sees them as a placeholder until they find something better for the earth than a bunch of self-proclaimed monsters beating up the worse monsters. And thus, Ultron (James Spader) – the snarky (Stark-y) A.I. Tony designs to replace the Avengers – was born, and with a vastly different idea of what protecting the earth actually means Ultron is under the impression that the Avengers, and most of humanity, are actually the problem suggesting that maybe – as seen in The Winter Solider – the status quo isn’t worth as much protecting as we thought, maybe the team needs to evolve … And he’s not entirely wrong.

If Avengers: Age Of Ultron sounds weirdly introspective and depressing, that’s because it sort of is. It maintains as much of the heart and spectacle of its predecessor as it can, all the while examining the inner complexities truths of what it even means to be an Avenger. In many ways Age Of Ultron does the same thing for The Avengers what The Empire Strikes Back did for Star Wars. Where Star Wars was about embracing the thrill of discovery and adventure, Empire was about subverting that very same idea – maybe there’s a time and a place for discovery and adventure it argues, as Luke learns it the hard way, rushing into a situation he wasn’t prepared for. Similarly, Age Of Ultron argues that maybe there’s a time and a place for the Avengers (as we know them), and maybe that time has passed, or maybe – as an integral character says late in the film – ‘it’s not that simple.”

It’s a quiet, fascinating study for a film that’s expected to be even bigger than The Avengers. And though it (as most Marvel movies do) falls victim to its own spectacle occasionally, constantly trying to top itself in terms of action, it’s those quiet, introspective moments of doubt and loneliness that Whedon throws his heart and soul into. Whedon just cares so much. He cares about Bruce’s (Mark Ruffalo) tortured lifestyle, he cares about Natasha’s (Scarlett Johansson) painful history, he cares about Clint’s (Jeremy Renner) hidden humanity. This is the kind of stuff that fascinates Whedon. These small, human stakes. Even Thor (Chris Hemsworth), the God of Thunder – and pageantry! – has them. Age Of Ultron is, again, just an extremely personal, character-driven piece masquerading as a billion dollar tentpole blockbuster. It might even be art, and that’s not something I can say for most of Marvel’s filmography. Come on, we all saw Thor: The Dark World.

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And part of being a thoughtful piece of art masquerading as (what could be) the biggest blockbuster in history is having some glaring flaws, and Age Of Ultron has a bunch of them. Originally cut down to 2h30m from what was basically a 3h30m film, it’s essentially bursting at the seams with moving pieces. It’s trying to be a satisfying sequel to / culmination of 10 films, all the while being an interesting set-up for 10 more and it ultimately fails at both. It’s a super stuffed, messy high-wire juggling act with so many parts trying to push to the forefront that it’s astonishing this film manages to cohere at all. Some of the action this time around feels a bit too much like lightening-edited nonsense to hide the standard-coverage-ness of it, but by the time the final setpiece comes around there’s some truly sublime spectacle going on on-screen that’s damn sure to leave people walking out with big grins. And though Ultron as a villain works in theory, he’s better served as a metaphorical idea for the team to fight (i.e. a physical manifestation of the chaotic, tunnel-vision of the team that needs to grow into something better and smarter) than he does the actual fisticuffs presence he’s made into. James Spader certainly helps, though.

Yet, for all its weird incoherency and missteps Age Of Ultron is still a marvel to watch. Like Ang Lee’s Hulk or Singer’s Superman Returns, it’s a film that is bizarre and flawed however also fascinating, and far more distinctive and personal than the usual, bland studio-fare that even Marvel can be guilty of. Age Of Ultron is an intricate beast filled with flair, pathos and layers of nuances despite being trapped in a machine that frowns on those very things – it’s the kind of daring, ambitious work that Whedon made a name for himself doing on TV, just translated to the MCU. Truthfully, it’s got just as much in common with Firefly as it does with The Avengers, and that’s going to work for you or it’s not but damn did it to the trick for me.