Age of Ultron is, shockingly, not the final movie of Marvel’s second phase of comic book movies—that honor is reserved for the upcoming Ant Man. Yes, really. Age of Ultron certainly feels like a rousing finale, delivering on the promise set up by Iron Man 3, Thor 2, Captain America: the Winter Soldier, and Guardians of the Galaxy. There are explosions, snappy and highly quotable one-liners, massive combat set pieces, and someone gets his arm taken off. Age of Ultron also delivers a surprising number of deft character moments—all the more important considering the sheer number of characters sharing the screen—and in so doing shows a very human core.

The story is straightforward: the Avengers are trying to recover Loki’s staff, lost at the end of the first Avengers movie. As they mount an assault on a Hydra base in a fictional eastern European country, they both establish one of the most charming running gags of the film and encounter two of the “Enhanced.” The Enhanced are a plot device that boils down to Marvel needing to have mutants in its movies without actually calling them mutants out of a desire to not have to pay massive amounts of money to Fox. One of the Enhanced, Wanda Maximoff, causes Tony Stark to have a vision in which he sees the entire team dead and is told that he should have done more. This haunting idea drives Tony to make a series of epically bad decisions that only Tony Stark could make, culminating in downloading an alien AI from the scepter itself and letting it infest the internet and an entire legion of robots. The AI is named Ultron by Tony, and the villain for the movie is born—and in keeping with Marvel tradition, he has severe daddy issues. Ultron, angry and very unstable as a personality, plans to bring destruction to the Earth in order to force humanity to evolve, and the Avengers must stop him after taking the requisite time for interpersonal bickering and subsequent team building.

The basic plot of the movie comes dangerously close to being something we’ve already seen before: something bad and alien wants humanity to have a very bad day, disparate personalities must work together, there’s friction, the team almost falls apart until a traumatic event forces them to come back together in a trope likely driven by the need to have a “darkest hour” script beat at the end of the second act. What saves Age of Ultron from being a complete rehash of Avengers is that the team never does fall apart, but rather closes ranks against an external attack—mental manipulations by Wanda Maximoff—that leaves several of the Avengers severely shaken.

Much of the internal strife centers, fairly, around Tony Stark, who has been established over four films as most decidedly not a team player. Considering that the creation of Ultron is his fault, some bickering on that account can be excused. Considering that Captain America 3’s subtitle is Civil War, the infighting here is no doubt the set up for that film. Steve Rogers and Tony Stark, while still functioning well as comrades, are shown in philosophical opposition with Tony wanting to create better weapons for defense and Steve Rogers stating, “Every time someone tries to win a war before it starts, innocent people die.” There’s also a nod to the nation of Wakanda, set up for the eventual Black Panther film.

On a technical level, Age of Ultron is everything we’ve come to expect from a Marvel movie: generally well shot, good sound, good score that draws on the musical themes used previously. The action sequences (viewed in 2D) are for the most part clear even when it’s a large team of superheroes against a legion of CGI robots. Director Joss Whedon inexplicably throws in some tilted shots during action sequences that prove distracting and seem to add little to the action story being told. On the other hand, the way Natasha’s flashbacks are shot stands out as particularly haunting when put against the intense colors of the rest of the film.

Where Age of Ultron does its best work is when it’s focused on the characters and their personal stories, at times fighting the uncompromisingly structured plot in order to do so. Clint Barton (Jeremy Renner), after spending the first movie as Loki’s hand puppet, comes into his own as both the endlessly grouchy normal human attempting to keep up with a bunch of superheroes, and the stable emotional center of the team. It’s revealed that he’s a family man, and he welcomes the rest of the Avengers into his home after they’ve had their traumatic encounter with Wanda Maximoff (Elizabeth Olsen), by inviting them to the farm he secretly owns. Thor (Chris Hemsworth) has moments of supreme charm. The Maximoffs quickly go from being villains to heroes in waiting, setting aside their desire for revenge as soon as Pietro (Aaron Taylor-Johnson) asks the all-important question, “Who will decide who is weak?” Black Widow (Scarlett Johansson) reveals enough backstory that really just makes the point even more plain that this character deserves her own movie.

Johansson plays Black Widow in a complex and understated way, fitting for one of the most interesting characters in the franchise. While her romance subplot with Bruce Banner is rather out of left field and at times very clunky, Black Widow is never reduced to an accessory for the male character and always has strong motivations outside of that relationship—a rare thing indeed in nearly any “blockbuster” movie, let alone one based on comic books. Her revelation that the “graduation ceremony” of the Red Room involved sterilization to make her a more effective assassin by removing the possibility of family is opaquely written dialog rendered clear only by Johansson’s performance: Natasha thinks of herself as a monster not because she cannot have children, but because of all the things that were done to her to make her into an assassin, with that as the crowning event. That Natasha simultaneously considers herself a monster and is still “Auntie Nat” to Clint Barton’s children highlights the emotional complexity that defines Black Widow. To state it baldly: Natasha Romanoff is a strong female character precisely because of her internal conflicts and consistent self-motivation, and Age of Ultron buildings on the foundation of The Winter Soldier.

It is character moments like these that allow the movie to stretch a hand towards deeper questions—even a dip toward the beauty of life being its impermanence—at surprising moments.

Which isn’t to say Age of Ultron is without its problems. It passes the Bechdel test—barely—because of a conversation Natasha has in flashback with her female superior in the Red Room. Hilariously, Maria Hill (Cobie Smulders) asks “Where are the ladies, gentlemen?” during a party at the beginning of the movie. While it was charming, to be sure, to hear Thor and Tony Stark brag about the awesome achievements of their girlfriends to each other, it would have been even more charming to actually have had them in the movie to begin with, and as more than just “superhero’s girlfriend.” Maria’s cough of "testosterone" is well-deserved. One can’t help but wonder if it’s Whedon the screenwriter taking a poke at the studio overlords, with whom he apparently struggled mightily to get as much character development as he did. It’s also highly problematic that at least the Romani and quite likely Jewish heritage of the Maximoffs was summarily erased by their new backstory, though their depiction as heroic eastern Europeans is at least unusual (and likely far more significant to non-US audiences).

And if Age of Ultron is at its best when Joss Whedon’s hand for dialog and character interaction is shining through—say when the Avengers are taking turns trying to lift Thor’s hammer, a Chekhov’s gun that has an amazing later payoff—it’s at its weakest when dragged along by the plot. Some factors of the plot don’t make any sense—Ultron was an AI in the scepter, but the scepter is actually holding an infinity stone, and he was somehow removed from it and…? Ultron stole how much Vibranium from the shady arms dealer? Others come flying out of left field—Thor goes on a vision quest and hastily delivers some exposition about the infinity stones so we know where the franchise is headed next. While the number of good character moments—and even for secondary characters—shows Joss Whedon in good stead as a writer, there are also just too damn many characters, and the movie feels severely bloated for it.

The greatest payoff of Age of Ultron comes at the end with the promise of a new Avengers lineup. Maybe the third installment won’t involve more “will the team survive” drama, round three. It certainly inspires hope for an Avengers 3 near which the words “Bechdel Test” need not even be uttered, and in which characters of color get their full share of screen time.

Now where’s our Black Widow movie?

Rachael Acks is a geologist and writer. In addition to her steampunk series from Musa Publishing, she’s had short stories in Penumbra, Waylines, and Beneath Ceaseless Skies. Rachael lives in Houston (where she bicycles at least 100 miles per week) with her husband and their two furry little bastards. More information can be found on her website.