We know how that turned out. After $1.5 billion at the box office and one immensely entertaining film later, Whedon succeeded beyond anyone’s wildest expectations. So naturally, those expectations have been raised for Avengers: Age of Ultron, which is almost obligated to be bigger and more spectacular while serving the characters and story, putting a bow on Phase Two of the Marvel Cinematic Universe, and pointing the way to the franchise’s future. Does it do all these things? Yes and no. Avengers: Age of Ultron is a larger movie with probably triple the action sequences of The Avengers, but it also feels like a shaggier one that doesn’t capture the exhilaration of seeing Earth’s Mightiest Heroes together for the first time. Whedon has been saying in recent interviews how tiring and grueling the process of making the film was, and frankly, it shows. The plot barrels along at breakneck speed, giving the characters and situations less time to breathe, and there are a number of clumsy transitions that make it seem as if the director lost his way a few times and accidentally left something potentially valuable or clarifying on the cutting room floor. Already fairly long at two hours and 15 minutes without credits, Avengers: Age of Ultron feels like it might be a better movie with an extra 30 minutes to smooth things out. When the Avengers return from the mission, Stark enlists Bruce Banner (Mark Ruffalo) to help him activate an artificial intelligence that Stark has designed to take over the planet’s protection from the team. But the program, called Ultron (James Spader), becomes a monster whose intelligence, technological power, and self-awareness is matched only by his narcissism and his child-like decision that the only way to protect humanity is to eradicate it. The Avengers begin racing around the world to find out exactly how Ultron intends to do that, while battling both Ultron’s growing army of self-replicating robots as well as the Twins — with Wanda capable of subjecting the team to their worst fears through telepathic visions. If The Avengers was about bringing the team together, then it make sense that Age of Ultron would focus on breaking them apart. And yes, there are scenes that signify this — Thor (Chris Hemsworth) lifting Stark off his feet by the throat, Cap and Stark going at it in their obligatory debate, and most spectacularly, the battle between Stark in his Hulkbuster armor and Banner in angry mode — but they don’t have much time to reverberate before we’re off to the next fight with robots in some new battle zone halfway around the globe. The visions that Wanda implants in each Avenger’s brain either don’t have enough context or just simply act as service for an upcoming film (Thor: Ragnarok and Avengers: Infinity War in particular), while the film’s biggest emotional arcs — one involving a blooming romance and the other revolving around a major surprise about one of the team’s members — feel more removed from the action than an integral, organic part of it. That action itself is constant and frantic, and while there are plenty of edge-of-the-seat moments, it begins to feel repetitive after a while. It seems like each Avenger gets a chance to duke it out with Ultron personally, while the film’s second half is structured a lot like that of the last one: Nick Fury (Samuel L. Jackson in an extended cameo) gives a speech to rally the troops before they go off to fight an army of CG baddies (Chitauri the last time, Iron Legion robots this time) while pulverizing vast tracts of real estate, only now in Europe. The CG falls short a few times — kind of inexcusable for a movie of this size and budget — and one wishes that Whedon didn’t shake the camera so much (I don’t remember that happening as much in the first film), but he also redeems himself with the genuinely thrilling Stark/Hulk punch-up and a few other key moments where we see the Avengers fighting as a team that leap off the screen like living splash pages. As for the new players, Spader probably gets the best lines as Ultron and, as one would expect, delivers them with all the venomous gusto that is required. Like Vincent D’Onofrio’s Wilson Fisk on Daredevil, he’s both frightening and pitiable. Taylor-Johnson doesn’t get a whole lot to do as Pietro/Quicksilver, but Olsen is terrific as Wanda/Scarlet Witch, imbuing her character with mystery and humanity that the script only hints at. Best of all — which is why I saved him for last — is Paul Bettany as the Vision. As a human/artificial synthezoid who is created ostensibly as a body for Ultron but becomes a new form of enhanced life on his own, the character is far and away the weirdest and most comic-booky of all in a movie already populated by super soldiers, green rage monsters, aliens dressed as Norse gods and an eight-foot-tall android that wants to destroy the human race. His creation is not only one of the best instances of the movie’s moral quandary — it’s basically an attempt at a do-over with the same failed experiment that delivered Ultron — but Bettany, dressed in full costume and prosthetics instead of a coat of CG paint — brings an otherworldly presence and gravity to the character that is like nothing we’ve seen before in the Marvel Cinematic Universe (not even a walking tree or talking raccoon). He is strange, poetic, immensely powerful, and a welcome addition to the film even if it teeters on already being overstuffed. Perhaps that’s the main problem with Avengers: Age of Ultron: there’s just a lot going on and too much of it never gets developed as well as it should. There is a fascinating Frankenstein metaphor running throughout the movie — Stark’s creation Ultron turns against him, just as that creation’s own “child” later turns against Ultron himself — but it never gets the proper fleshing-out it deserves. Stark and Ultron’s relationship feels unresolved as we barrel toward the finish line, and even the culmination of Stark’s character arc doesn’t pay off like it was probably supposed to. By the end of the movie, the dynamic and configuration of the Avengers have changed — but it’s never exactly clear why that has to happen. Avengers: Age of Ultron feels trapped between the sheer fun and novelty of the first film, and the impulse to go “darker” for a second. The elements that work, work as brilliantly as the first time around, while newer aspects feel sloppy and rushed. This is also the first Marvel movie since the dreaded Iron Man 2 — and don’t worry, I’m not equating the two directly — where there are scenes that appear solely for fan service or universe-building. But this might not make any sense if you aren’t aware that Captain America: Civil War or Black Panther are coming.