‘Avengers: Age of Ultron’, the hotly anticipated sequel to the 3rd highest grossing film of all time and the 11th movie in the Marvel cinematic universe, drops tomorrow and it’s filled to the brim with superhero goodness, if not quite greatness.  Writer / director Joss Whedon had his hands full crafting a follow-up to what is arguably the best assemblage (pun intended) of super-powered comic book characters and coming off the heels of Marvel’s stellar one-two punch last year with ‘Captain America: The Winter Soldier’ and ‘Guardians of the Galaxy.’  AOU and it’s creators had the unenviable task of taking the baton and passing to the next phase of this comic book master plan.  Luckily it mainly hits, particularly in its’ character beats and interactions between the main core players, creating a makeshift family of interestingly conflicting personalities and strengths that create the pillars of this super-team.

All the characters get their moments in this sequel and it is fascinating and entertaining watching them evolve, make mistakes, and grow.  Robert Downey Jr. as Tony Stark, building on the depth of guilt he showed in the last ‘Iron Man’ movie, does much more here than crack wise and charm.  He is the misguided, self-professed ‘mad-scientist,’ creating this film’s villain out of his desire to eradicate the need for heroes with a legion of robots controlled via artificial intelligence.  Chris Evans as Steve Rogers, is his polar opposite in that he clings to old-fashioned ideals and rejects the notion of playing God.  Evans has perfected his Captain America role, relishing as a single-minded hero and soldier that puts all others ahead of him – he truly is the untarnished hero and emerges in this film as the leader he should be.  Perhaps the most interesting and unexpected development of AoU is the relationship between Scarlett Johannson’s Black Widow and Mark Ruffalo’s Bruce Banner/Hulk – it may be a case of beauty and the beast, but there is real conflicted chemistry between these two actors as they help ground this very busy movie.  Also welcome is the further development and involvement of Jeremy Renner as Clint Barton, a character that was really side-lined in the first film but gets his chance to shine as a non-enhanced hero and soldier with motivations many can relate to.

Unfortunately what doesn’t work as well are the new players.  James Spader voices Ultron, the sentient robot birthed out of Stark’s hubris.  He gets many great lines, but they are too often followed-up with awkward motivations and clunky design.   This villain would have benefitted by more menace and less cutesy dialogue – while his character in theory is a petulant child, there are some cringe-worthy, hammy moments that probably shouldn’t have made it out of  the cutting room.  Elizabeth Olsen and Aaron Taylor-Johnson aren’t any better as the Maximoff twins, Ultron’s enhanced human consorts, sporting unconvincing accents and sloppily defined powers.   Paul Bettany, emerging from behind the scenes from Stark’s operating system, J.A.R.V.I.S., to the fully realized synthezoid, Vision, fares much better, and it will be interesting to see where this character, a new life-form with a fondness, reverence, and pity for the human race, can develop moving forward.

A summer blockbuster would be nothing without action and bombast, and AOU delivers above and beyond from this perspective, hitting the ground running with an extended assault by our heroes on a Hydra base in Eastern Europe, to the fictional African nation of Wakanda, on and above the streets of South Korea, then culminating with a frantic final battle.  The effects and stunt crew have devised all-new, awe-inspiring and exciting ways for the heroes to interact with each others’ powers and weapons, as well as the environment and situations they find themselves in.   Still, it seems that the quieter and fun scenes (like when all the Avengers try to lift Thor’s hammer) really shine, allowing the actors to build the pathos and interdependent relationships needed to inject the action sequences with life.  While this entry does not quite knock it out of the park, it does hit a solid triple, building on what has come before and promising more super-hero drama and fun for the future . . .

Written & Directed By: Joss Whedon

Rated: PG-13

Running Time: 141 min.

* * * 1/2 (out of 4 stars) -or- B+