To give credit where it's due, Whedon again does a great job making believable the interactions of a very disparate group of characters. Just the idea that a thawed-out WW2-Uber-patriot, a Norse god, and strangely likable arrogant-genius who wears a metallic-supersuit could occupy the same film universe seems ridiculous on paper (Let's hope Snyder can do as well with Amazons and Mermen in Justice League.) The actors do a good job inhabiting their characters, and Whedon succeeds in creating character arcs with the amount of time available. The long arc that takes the Scarlet Witch from an ally of Ultron to a foe feels natural. Secondary characters typically fail to connect with audiences, but her scene with Hawkeye and her brother's sacrifice makes her contribution to Ultron's downfall more than filler. The film also does not feel overstuffed with characters, though it's pushing the limit.

Whedon attempts to bring more depth to AoU, but AoU's attempt to walk that line undermines its ability to repeat the original's feel- good ending. At the same time, AoU doesn't successfully bring added gravitas to the franchise, like The Empire Strikes Back did after the original Star Wars. Some of the action is exciting, but the film doesn't feel as light and fresh, partly because it's too similar to its predecessor. Again, the Avengers fight a hoard of generic enemies, this time on multiple occasions, and so, it starts to feel like it's repeating the first film's battle of Manhattan again and again.

In the end, AoU is held back by a number of flaws--those deriving from its plot's formulaic nature, its villain's motives, and the level of the film's stakes. AoU lacks strong tension because it never feels that heroes' lives are threatened. Once again, the most exciting fight occurs between two Avenger team members. (At least this time, Whedon doesn't intercut this fight with scenes of other heroes fixing an engine.) However, when it comes to their main adversary, it's mostly the Avengers engaging a hoard of generic robots they outmatch. Some might argue a death or serious injury might undermine the fun. Well, in Star Wars, Luke's entire squad is wiped out, and that film is the embodiment of escapist fun. Furthermore, these are comic-book characters. Superheroes never really die. How about this--Tony is grievously wounded and needs cybernetics just to move, right at the very time he wants to leave his technology behind. An injury like that would raise the stakes plus lead to inner conflict later, right? Without any sense of threat, some of AoU's action scenes start to feel like video-games.

Ultron is an interesting villain, and as a character, he works. However, as a being of advanced-AI, he's also pretty stupid, and that brings us to the deeper problems with AoU--its plot. What does Ultron do just after being created? This brilliant tactician attacks the Avengers without ever assessing their weaknesses. After gaining consciousness, an intelligent Ultron would've remained out of notice as long as possible as he secretly built himself and his robot buddies into an indestructible army. Why didn't he do this? Probably because Disney cynically felt audiences have the attention span of gnats, and since there had been dialogue for 10 minutes, we needed another fight. What's next in Ultron's plan? He wants to steal some really strong metal. Is this really the best move? Uh, no, or lobsters would be the apex predator in the ocean, and armadillos on land, but of course, Ultron really doesn't go to Wakanda for this purpose. He does so to set up the soon-to-be-released Black Panther movie. Then there's Ultron's world destruction plan, which is preposterous and unrealistic. If Ultron could make a device that can turn a city into a gigantic meteor, then he could presumably upgrade himself without having to steal tech from all over the world.

Most significantly, Ultron's motives make little sense. He wants to rid the world of people to achieve peace, right? Well, peace means groups of individuals getting along without conflict. Exterminating life on earth won't bring peace because there won't be any individuals left. Later, he apparently concedes some people might survive--and they'll start anew--but why would these people be any more peace-loving? Food-shortages and a-total-economic-collapse don't typically bring out the best in people. Then what if Ultron's plan works too well, and it wipes out everything on the planet including himself and his robo-friends? Will we have achieved peace because the lifeless rocks that remain won't fight each other? Spader's delivery gives Ultron's nonsense dialogue some menace, but Ultron's plan and how he attempts to achieve it make no sense. Even without deep analysis, these problems with the plot are pretty apparent. It just feels off.

The deepest failings of AoU do not lie with its villain, however. In part, that's because Ultron isn't the film's villain. That honor instead belongs to Tony Stark. From Frankenstein to Jurassic-Park, the arrogant guy who unleashes a "monster" onto humanity is the REAL villain, and that individual pays for his hubris. Besides some momentarily disgruntled Avengers, the film does little to recognize Tony for what he is. In fact, after creating a threat that nearly destroys the planet, he later repeats the act with no knowledge that it will turn out any better. Some will say, "Wait for Captain- America- 3." No, we shouldn't wait because our heroes shouldn't. They're not idiots; they can see what's going on and should recognize that Tony should never be allowed near any device more complicated than a toaster. His actions are that much of a threat. Furthermore, an arrogant Tony struggling with the issue that he's the real problem and serious conflicts with the other Avengers about his decisions would be ways to bring the film some much needed dramatic heft.

Ultimately, AoU is a missed opportunity to further the franchise.