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Parts of Avengers: Age of Ultron are a direct response to the most glaring problems with the Marvel Cinematic Universe. Ultron (James Spader) is an interesting villain, for one thing, because his motivation is more complex and pained than mere world domination. Writer/director Joss Whedon also raises the stakes of his climax, so there is a human cost beyond things getting blown up real good (there is that, too). Still, the most surprising thing about the Avengers sequel is that it’s a personal film. Amidst meandering sub-plots and obligatory global destruction, there is an internal conflict between the greater good and the need for personal peace.

The opening sequence drops us straight into the action: The Avengers are in Sokovia – a fake Eastern European country – in order to steal Loki’s powerful staff from a warlord. There are two surprising Sokovian adversaries: Quicksilver (Aaron Taylor-Johnson) has super speed, while his twin Scarlet Witch (Elizabeth Olsen) is capable of telekinesis and mind control. The Avengers get the staff, obviously, and Tony Stark (Robert Downey, Jr.) sees potential for the powerful gem inside it: he thinks it’s the key to unlocking artificial intelligence, which might be the key to Earth’s permanent defense from intergalactic interlopers. With the help of Bruce Banner (Mark Ruffalo), Stark secretly runs AI test cases, but one of them goes out of control. This accidental malware is Ultron, an AI defined by his hatred for Stark, even if he shares some of Stark’s personality quirks. Ultron wants to purge Earth of humanity, and his recruit Scarlet Witch warps the minds of the Avengers until they question their own moral authority.

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It does not take long for the Avengers to regroup, and fight Ultron across multiple continents. Still, Whedon’s nightmare sequences are a canny way for Captain America (Chris Evans) and Black Widow (Scarlett Johansson) to have some depth. All the good guys experience a personal version of Ultron’s dichotomy: they must grapple with perseverance over extinction. Whedon does not film these sequences in a frightening way, exactly, yet they’re strange and impressionistic in a cinematic universe that values action homogeny. Thor’s (Chris Hemsworth) psychosis is the most evocative, although it functions more like a set-up for a movie sequel. Once again, Whedon’s biggest challenge is to strike a balance between a standalone film and provide fan-service, and his brilliant choice is to conflate the two so his characters and Marvel franchises grow in parallel.

The only Avenger who escapes mind control is Hawkeye (Jeremy Renner), and something strange happens to him nonetheless: he becomes a cipher for Whedon. There’s long sequence where the Avengers convalesce in Hawkeye’s home, and he reveals he values family over heroics. Whedon, a filmmaker who recovered from The Avengers by making Much Ado About Nothing in his own house, has a soft spot for domestic tranquility, so he explores its virtue with characters/actors who must leave home to save the world. Hawkeye speaks quietly to the other Avengers, acting like something between a therapist and compatriot, so when Cap observes he’s stuck saving the world forever, there’s an added poignancy since Evans might think the same thing. There are reveals in Age of Ultron that appeal specifically to comic book nerds – expect audible gasps – and Whedon adds similar details for fans of auteur theory.

At a run-time that approaches two and a half hours, it’s inevitable that Age of Ultron suffers from bloat. Some sub-plots are more resonant than others, and since there’s an announcement the DVD will have an extended cut, this film sometimes feels like a greatest hits reel of Whedon’s story. The romance between Banner/Hulk and Black Widow gets the most screen-time, although the tragic irony of their relationship is exactly the same as Banner’s schism from humanity in a general sense. The more intriguing story involves Scarlet Witch and Quicksilver, who are the victims of a military-industrial complex funded by Stark. Whedon cuts away before there is any reckoning for the twins, although their anger may extend into future films. That’s the weird thing about these Marvel films: they always tease there is more, both in terms of world-building and character development, until they are serialized with less hope of a conclusion.

Age of Ultron succeeds and fails on the strength of its action sequences, and here there is a welcome improvement from the ubiquitous worldwide threat. Ultron needles the Avengers, saying there’s no difference between their collateral damage and his big plan, and Whedon follows-up with action that values civilian life. Sure, failure means the end of life on Earth, but the Avengers must clear a city of innocent life before they get to kicking Ultron’s ass. This a marked departure from the wanton destruction of many comic book films, including The Avengers, so Whedon in effect silences critics. The change is a terrific one: it adds suspense to a sequence that would otherwise have nothing but CGI histrionics. The superhuman choreography, full of weightless acrobatics, has life-and-death stakes when there are tangible lives to save. Of course, Whedon peppers the action with clever gags (my favorite is when Cap’s shield interacts with Thor’s hammer). This is a film that indulges the gee-whiz joy of comic book action, even as it rises above those inherent shortcomings.

Whedon’s strong suit is not action, or the genres he helped define. Instead, he’s a terrific director of acting ensembles. Everyone has chemistry, whether their characters argue or joke around. The first Avengers is essentially a dialogue comedy with special effects: it has more in common with The Thin Man or Ocean’s 11 than the comic book films that precede it. Age of Ultron is like that, too, except with more self-doubt, existentialism, and maturity. The laziest complaint of comic book films is that they’re a feature-length sensory assault, and do not leave an impression beyond the inevitable headache of wearing 3D glasses. Not only does Age of Ultron have something to say about the sacrifice of heroes, it shows us that we ask a lot from our stars, too, on both sides of the camera.

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