Riddle me this, fellow consumers. How do Marvel and Disney succeed in creating a shared cinematic (and television) universe that simultaneously feels huge, developing, and lived-in, but doesn’t constantly fall prey to trying to one-up itself? Or, to put it directly – how many times can the earth as we know it be brought to near destruction without making it all feel repetitive and insubstantial? This question first occurred to me while watching Thor: The Dark World – a film that somehow managed to take the near-rending of our entire dimension and turn it into a rather small-scale and oddly comedic affair in London. Making its stories feel large without derailing the larger narrative has always been Marvel’s moving target, and as we approach the end of Phase Two (or whatever they’re calling it now), we check in once again with the Avengers and see how well it all assembles.

And the answer turns out to be – pretty darn well. We begin by watching the Avengers charge through an Eastern European forest, a super-powered Band of Brothers sequence, with the camera zipping around to showcase each member’s power in rapid succession. As they invade a HYDRA compound guarded by tanks and soldiers (and a few living Chitauri?), all of the speed and kinetic fun of that extended tracking shot from the Battle of New York is immediately brought to life. Dispensing with any prelude of putting the team back together, we instantly see the Avengers as a fine-tuned team of unstoppable demigods. The Hulk (Mark Ruffalo) smashes, and has developed an oddly symbiotic near-romance with Black Widow (Scarlett Johansson). As this budding relationship played out, I found myself forced to reevaluate ScarJo’s flirtatious war-buddy rapport with aggressively asexual super-soldier Captain America (Chris Evans) in his most recent film, chalking up their camaraderie less to romantic chemistry, and more to their collective spy antics and dismantling of S.H.I.E.L.D.. In the end, I suppose this new relationship works, not necessarily because of any spark between Ruffalo and Johansson, but because it builds nicely upon the sense of imminent dread around Hulk’s powers that started between these very same actors in the first Avengers. Dr. Banner is, once again, the man standing between the monster and rest of the team, and Natasha is suddenly the only one who can control and comfort him once he has transformed. Marvel has walked a tricky line with Johansson’s character, relegating her at once to token leather-clad kicking female, and stacking on additional layers of femme fatale, comforting mother, and potential lover on top of it all. As erstwhile-Agent Maria Hill (Cobie Smulders) jokingly asks Thor (Chris Hemsworth) and Stark (Robert Downey, Jr.) where their respective ladies are at (before disappearing – per usual – for nearly the rest of the film), one can’t help but wonder if Marvel will ever get around to answering that question themselves. Perhaps soon.

Ultron himself – speaking with all of the inhuman menace that James Spader can muster – is an outstanding villain. He embodies and subverts a number of comic tropes, from the villain who wouldn’t exist if not for the hero (see also: the entire Mission: Impossible series) to the sentient A.I. who “decided our fate in a microsecond”. This has almost become a running joke in futurist discussions of artificial intelligence. As soon as we create it, it will decide it no longer needs us. But Ultron takes this a step further by injecting this trope with some personality. Ultron is created as an operating system for a team of autonomous peacekeeping robots (the “Iron Legion”, the first version of which we saw Stark roll out in Iron Man 3), but becomes something much more. He hoovers up the entire internet over Stark Tower’s bitchin’ fiber and comes to the immediate conclusion that the greatest threat to world peace is humanity itself. He resents his creator (Stark), his existence, and the mere presumption that anyone would try to stop him. And all of this hatred is embodied in a towering robotic package that any individual Avenger is barely a match for. And destroying Ultron’s body isn’t enough, because he exists in the Cloud – and he’s always got a spare avatar in reserve. From a practical standpoint, this means that we get to see each of the super-powered Avengers in a one-on-one bout with him. While you can hardly expect Hawkeye (Jeremy Renner) to put down the bow and box with a giant robot, Captain America is certainly up for the challenge, and their bus-smashing brawl is certainly one of the most entertaining and brutal in the film.

I also must respect the film for its change of venue. Rather than head to that self-important standby of New York City, much of the action takes place in the vicinity of a fictitious European city (country?) called Sokovia. As Maria Hill describes it, “It’s nowhere special, but it’s on the way to everywhere special” – and as a result, it has a rough and war-torn history. This is ripe narrative territory for several reasons. First, it’s a living embodiment of Stark’s sins, as many of his own weapons have apparently been used against the city over the years. And second, in a curious (and explicitly noted) parallel to Captain America’s origin story, two of the city’s inhabitants, Wanda and Pietro Maximoff (Elizabeth Olsen and Aaron Taylor-Johnson) volunteer to be a part of HYDRA’s experiments in order to defend their country against its myriad invaders. In the process, they become Quicksilver and the Scarlet Witch, two characters whose origins in this film aren’t half as complicated as their copyright status in the real world [apparently they’re Magneto’s kids?], but whose motivations are utterly fascinating. The two of them become ruthless acolytes of Ultron, giddy in their determination to destroy the Avengers. And even as these motivations are prodded apart over the course of the film, Olsen and Taylor-Johnson’s performances lend them a sad sense of depth. Like the Avengers, they started with no particular desire to be a part of this collective brawl, nor are their motivations particularly monstrous, even if they’re certainly capable of monstrous acts. The citizens of Sokovia become representational figures in this film – the Avengers realize that they owe them a better defense and evacuation than they gave to the New Yorkers in the first film, and the Maximoffs realize that Ultron cares little for their survival. The story becomes a well-earned campaign of hearts and minds, and the Maximoffs somehow become the heart of the film.

Not all of the film’s character diversions succeeded, however. There comes a moment where Stark dons the suit that I had previously dubbed “the Iron Fat-Kid” in order to fight an out-of-control Hulk, smashing through the streets of Johannesburg. This fight felt like the self-indulgent child of the Stark vs. Cap vs. Thor bout from the first act of The Avengers – pure fan-service that did little more than needlessly extend the length of the film. Banner was enough of a tortured soul after he “broke Harlem” (referenced in the previous film, so we know it’s canon!), and he didn’t need another tedious swath of destruction to hammer that point home.

But I’ll end with some that worked. Hawkeye has always been the most seemingly superfluous member of the troupe, but he not only gets a believable family (led by Linda Cardellini) to fight for, but he delivers one of the film’s most hilariously impassioned battle speeches. He calls out the absurdity of his inclusion on the Avengers team, and manages to simultaneously earn his place in a way that I never saw coming. And finally, while I can’t speak too much about Paul Bettany‘s work in the film, the relationship between JARVIS and Stark has been one of the strongest and longest-running in the MCU, and it comes to a thoroughly satisfying conclusion here.

What Avengers: Age of Ultron does best is to deliver a persistent sense that it’s building toward something greater. The team will expand and contract, but always continue – and the universe along with it. Greater threats will emerge – or finally break loose from post-credits hell. And whether Whedon is done directing for Marvel or not – as Bryan Singer can attest, it’s easy to get dragged back in – he has brought to life a vast and lasting mythology that will color the landscape of blockbuster cinema for decades to come.

FilmWonk rating: 8 out of 10