As the eleventh film in Marvel’s ultra-lucrative, impressively realized, and remarkably connected universe, Avengers: Age of Ultron has a lot of baggage to check in. It’s 2012 predecessor, the first Avengers flick, is widely considered one of the greatest achievements in the history of the superhero movie genre, successfully bringing together four major franchises into a film arguably greater than the sum of its parts. Now, three years later, five films deep into the churning, vibrant universe, and the second Avengers film is upon us. Does it hold up to the standard we expect from Marvel, does it exceed that, or fall below expectations?

This review will contain spoilers.

Director Joss Whedon, no stranger to large casts, has no problem at all giving each of the original Avengers members their share of the spotlight. Whether it be Cap throwing a motorcycle at a group of Hydra agents, Black Widow taking on an army of robots in her own unique fighting style, or Hawkeye proclaiming that none of this makes any sense, there’s a lot of individual attention given to everyone. But their true strengths are only realized while they join forces to vanquish their enemies together. Near the film’s close we have the full team (plus a handful of newcomers) take on the invasion head on. The resulting panoramic brilliance, 360° camera angles, and slowed down time produced one of the genres most incredible cinematic moments.

Not all the newcomers are treated so kindly however. The Maximoff twins, Quicksilver and Scarlet Witch, although highly integral to the plot, are poorly written characters. This is particularly true for Quicksilver. Not only does he have the most basic lines throughout the film (“you didn’t see that coming” and other variations of the same line), this film’s version of the character pales in comparison to the Quicksilver we got to see in Fox’s 2014 film X-Men: Days of Future Past. Add to that an unrealistically thick Russian accent with very little humor, and we receive a character we could really care less about. As the film’s weakest link, it’s not quite as shocking as Whedon may have wished that we see him killed in action by the time the film comes to its climax.

Scarlet Witch, the other “enhanced” twin, sees far better payoff. As she has the ability to show the Avengers their greatest fears via mental interference, it’s no wonder that Ultron gets his hands on her to use against the Avengers as a weapon, resulting in some highly emotional dream-like stupors. Her real threat is realized when she gets into the mind of Bruce Banner, sending him rampaging through the streets of a Wakandan city as the Hulk. But her introduction as a member of the Avengers team is quite exciting, being that she is one of the earliest members of the Avengers comicbook team. That said, I was very let down by Elizabeth Olson’s performance. At least Quicksilver could keep his Russian accent constant. Half of her lines are said with either a very natural American accent, or a very harsh Russian one, making her character a hard buy for me.

Easily the best newcomer for the film, the Vision, as played by Paul Bettany, steals every scene he’s in. Originally intended to be the next-step in Ultron’s evolution as a character, the process was cut short. He instead takes most of his personality from Jarvis (even using the same voice), Tony Stark’s personal interface – and even then he’s so different. As he’s infused with both vibranium and the Mind Gem (one of six Infinity Gems), he takes on the persona of  adeity, an entity all his own. One who isn’t on either side of the good vs evil struggle, but the “side of life.” His overwhelming grace and nonchalance whilst fighting robots and interacting with other Avengers is enchanting. And one can’t help but love the fact that he was worthy of Thor’s hammer, Mjolnir.

The film does jump around quite a bit, often dulling the senses of the viewer and leaving certain moments feeling empty. This is my primary gripe with Age of Ultron. So much of the film was cut out, it left the illusion of major plot holes. The original cut of the film was over 3 and half hours long. The version we see in theaters is a little over 2 hours 20 minutes in length, meaning 1/3 of the film is entirely missing. The greatest indication of a cut from the film was Thor’s side-quest with Eric Selvig. The fact that side quest is even still mentioned in the film is baffling, because what little they show makes no logical sense. Even Tom Hiddleston’s Loki was absent from the fun, although he did shoot some scenes with Idris Elba’s Heimdall. Neither do they give us any indication as to how Ultron got in contact with the twins, or whether or not it was he or Von Strucker who lined the city of Sokovia with murder-bots and Vibranium. Didn’t he use the Vibranium on the Vision? Where on earth did Fury come from with that helicarrier? Stuff like this really took me out of the action, and I do hope we get to see a more cohesive version of this movie.

It is however the smaller, more intimate moments that take Age of Ultron to a higher place than the first film ever could. The discovery of Barton’s family was touching in its brevity. Even the tender moments between Scarlett Johansson’s Black Widow and Mark Ruffalo’s Hulk felt so natural. It only makes sense for the two most tortured souls on the team to gravitate toward each other, and it’s their inability to make their collective dreams a reality that make them the most human. Age of Ultron is littered with these tiny moments, and it only makes for a more enjoyable show.

The titular villain, played by James Spader is also handled with particular care. An artificially intelligent life form, Ultron is scared for his own survival and it’s in this he realizes he must continue to evolve, to become better – a wish one can almost interpret as him hoping the humans evolve alongside him. At the end of the day he is the worst bits of Tony Stark’s character melded together and refined. His incessant urge to better himself, by creating more powerful weapons, translates to a near extinction level foe with Ultron. Ultron quickly becomes a more realistic foe than the trickster Loki ever was for the team, and his sardonic humor is always entertaining.

Avengers: Age of Ultron also succeeds where other films err often. Most superhero films showcase very little of the main hero(s) saving the lives of ordinary, non plot-essential civilians. This film has an exorbitant amount of that, cementing that these are actually heroes and not just powerful forces damaging city property.

The film holds its own for the most part, but some items or references may go over the more casual viewer’s heads (ie. Loki’s scepter from The Avengers). Unfortunately however, it often feels like a middle-act. Much of the film is used to set up the next phase of storytelling, introducing plot points that will only see fruition in Captain America: Civil War, Thor: Ragnarok, Guardians of the Galaxy 2 and Avengers: Infinity War.

In many ways Avengers: Age of Ultron falls far lower than expected. And yet at crucial moments, the times you really don’t expect it to, it transcends to new heights of greatness. But it’s the fact that much of the film remains at a stagnant level of expected enjoyment, that feels the most underwhelming of all. We get to see these characters grow within their own films, and we see the vastly different dynamic they share as a team in Age of Ultron, but it never feels like true progress. Not until the very end – when Thor heads back to Asgard for answers, and Tony Stark decides it’s time to hang up his hat – where Captain America and Black Widow get ready to train the new Avengers recruits. This will have a lasting impact on the franchise going forward, as the Avengers team dynamics switch with the influx and outflux of new characters, perhaps confirming the vastly different teamup for the first part of Avengers: Infinity War (slated for 2018).