Joss Whedon is clearly an insane person. It was a crazy enough prospect to be the one charged with bringing together characters from five different movies, give them all enough to do and enough development and jokes and action, but he also had to make that movie coherent, cohesive, and, above all, fun. 2012’s The Avengers needed only to work, but the fact that it worked so well, and to such a degree, makes future outings an even harder challenge. How do you top one of the biggest and most popular movies ever made? And, it had to be Whedon himself who did it, which presented him with a whole new batch of writerly and directorly roadblocks. How do you do justice to all these characters AGAIN, while adding four brand new characters, heavily featuring several others, and still make a story that will be exciting and fist-pumping… AGAIN? Well, dammit, Avengers: Age of Ultron managed to do it all again, but in a different, more grown-up way. Whedon might be a supervillain.

While Guardians of the Galaxy could be a fun space adventure, separated from just about all parts of the MCU, Avengers: Age of Ultron had to be very, very grounded in the new normal of a post-Winter Soldier world. And that world is not a particularly happy one. This is a movie that isn’t as carefree or outwardly jubilant as the first Avengers because it’s all about aftermath, worsening threats, and fears of inadequacies. Some heavy stuff, but themes that have always been present in the Avengers comics and touched on ever so briefly in the first one. This is a movie where we get to see the inner demons of all of our characters come to the forefront, and we see how difficult relationships can be, even among the superpowered among us. You know, this is Joss’ bread and butter, and it exemplifies what Marvel has always done, which is make the superhuman more human.

The story begins with the Avengers attempting to wrap up, once and for all, the events from the past few years. They’re chasing after Baron Strucker in order to retrieve Loki’s scepter, which Hydra has been using in an attempt to create new and more world-dominating threats. Strucker’s two “enhanced” humans (because they can’t say “mutants” because of LAW) are Wanda and Pietro Maximoff (Elizabeth Olsen and Aaron Taylor-Johnson), who are described later by Maria Hill as “he’s fast and she’s weird.” Her weirdness can throw energy blasts, create a force field, and, most damaging to our team, can make anyone face their biggest and most debilitating fear. And they sure have them.

It’s Tony Stark (Robert Downey Jr)’s fear that causes the most problems for our heroes, because his insecurity about possibly losing and getting his friends killed has resulted in a series of drones called the Iron Legion. With reluctant assistance from Bruce Banner (Mark Ruffalo), he then speeds up the “Ultron” project, an artificial intelligence based on JARVIS that mixes in some tech from Loki’s scepter. Soon, that AI manifests as a character who is equal parts unfeeling logic machine and Tony Stark’s personality and arrogance, and so Ultron (James Spader) is born, without strings. He wants what Tony wants–peace in our time–but thinks that will only happen if humanity is leveled and the Earth can begin again. Naturally, this is not helpful.

While the movie does have really astonishing action set pieces that somehow manage to give each of the myriad super people chances to shine and show off their particular prowess, and the 3D, if you’re so interested, is actually very well done, though a bit nauseating right out of the gate, what I was most impressed with was Whedon’s ability to give every character a definite arc. Tony is cripplingly insecure about not being able to save people; Thor (Chris Hemsworth)’s attention is to his homeworld where he fears the worst will happen; Captain America (Chris Evans) continues to try to hold the team together while being a man for whom a “normal life” is not possible; Natasha (Scarlett Johansson) and Banner (Mark Ruffalo) are dancing around a romance because they’re both loners who feel like they can’t truly be safe or comfortable around people. This is the storyline that could have been the most eye-rolling–a superhero love story…REALLY?!–but it ends up working almost completely, in my opinion. While Cap perhaps gets the least individual development, he also had the most recent solo movie which also happened to be one of the best Marvel movies yet. People know him already, people love him, and he’s in here plenty without being the direct focus.

The standout in this movie is definitely Hawkeye (Jeremy Renner). After being mind-controlled and bad for most of the first Avengers, he steps up to be the strong core of the group. He’s a full member of the team, sure, but he also is the one who allows everyone to regroup, and gives pep talks where they’re needed. He’s as unsure of why he’s in the situation he’s, frankly, a lot of people were following the first movie. Whedon does a really smart thing and steers into that particular skid by commenting on Hawkeye’s perceived lack of importance among the likes of a god and a giant green rage monster, and also showing us why he is important, what he has to lose, and making him, even more than Steve “A Guy from Brooklyn” Rogers, someone just doing his best when the whole world makes no sense around him.

And I haven’t even mentioned the newest addition to the group, Paul Bettany’s Vision. Well, much of what makes the character great in the movie is a plot spoiler, so I really can’t comment much (perhaps that’s why he was barely featured in the trailers or marketing campaigns), but I will say that he definitely makes a splash and acts as a sort of ideological counterpoint to Ultron’s defeatist overlord. The Vision helps because he doesn’t want to hurt; he will fight to preserve life if he must. He and Thor have a great connection and it’s great to see Bettany onscreen for the first time since the movies began.

Avengers: Age of Ultron is a big movie, a long movie, and a movie that had a whole lot to live up to. It was never going to be as fist-pumping or as delightfully new as the first one, but they also didn’t try to make it that. Whedon crafted a script that somehow manages to do everything it needs to do to satisfy all of its characters and the audience’s desire for action. It also, somehow, sets things in motion for movies to come without taking too much away from the story at hand. I don’t think I could say it’s a better movie than The Avengers, but its goals are loftier and it manages to succeed in just about all of them. If this is truly to be Joss Whedon’s final Marvel movie, then he certainly is going out with a bang.

4.5 out of 5 Hearty and Fulfilling Burritos