"Ultron thinks we're monsters. This isn't just about beating him. It's about whether he's right."

-- Captain America

When I went back tonight for my second look at "Avengers: Age Of Ultron," I honestly didn't know what to expect. It feels like it's been months since I saw the film for the first time, and most of my personal hard drive has been taken up with thoughts of "Mad Max: Fury Road" since I saw it. That's not a slam on Joss Whedon or his work on the "Avengers" sequel, either. It's just that "Fury Road" pushed a button in me that no other film has in quite a while, and it's easy for me to get full-on obsessed with a film I love.

What struck me most about "Ultron" on second viewing is that the script for the  movie is thematically robust, and my problems with the movie were far less pronounced watching it again. For one thing, I really looked at the details of the big set pieces in the film, and I believe this may be one of the most interesting attempts yet at translating the sort of action that exists in comic books to the bigscreen. It's also the most ambitious film yet in the Marvel Cinematic Universe, and while I think the film has some problems, I would rather see ambition thwarted than complacency rewarded.

One thing that has become clear to me when reading some of the reactions to this film is that people have seized on small details in order to stoke outrage, and in almost every case, taking a step back and looking at context makes all the difference in the world. There are certainly plenty of things that are open for interpretation in the film, but I think trying to use anything in this to attack Joss Whedon for sexism is spectacularly wrong-headed. Whatever other terms you want to use to describe "Age Of Ultron" is, "anti-feminist" is not an accurate one.

Let's back up, take a look at the entire text, and start pulling apart the details to see if Whedon managed to pull together the various themes and character arcs that he establishes in the film, or if "Age Of Ultron" proved to be too much to digest for the writer/director. It's often best to try to pull a film apart when you're removed from the hype of the initial release, and I think that's definitely true of "Ultron."

Like Pixar, Marvel has become a target for reasons both earned and unearned. They are so good at what they do that when they fumble something on any level, there are people ready to swoop in and punish them disproportionately. People are actively rooting for an overt failure from these creative teams precisely because they have so few failures of any kind on their records. People get angry or resentful when confronted with success on a level that is enormously difficult to attain because we are so very fallible. It is human to fail, so it goes to follow that it is inhuman to never fail.


-- Tony Stark and Steve Rogers

One of the benefits of a sequel, particularly this far into several series of interconnecting films, is that they can start things in media res, and you don't get more in media res than this. Because Whedon didn't have to make any other movies between the first and the second "Avengers," he was able to keep a very particular focus, and this feels like it is a direct sequel to that movie. Sure, there are story threads that played out in other places, and I would argue that there's no way you can really call all of these movies "stand-alone" series. But Whedon is concerned with the impact of the events in "The Avengers" specifically, and that's clear from the very first shot of the film, which is Loki's staff. Last time we saw it was at the end of "Captain America: The Winter Soldier," when it was being used by Baron Von Strucker (Thomas Kretschmann). That's also where we saw two people in side-by-side cells, one of them blurring and moving at super-speeds, the other glowing with some unearthly red energy. The second shot of the film finds the two of them side by side, Pietro (Aaron Taylor-Johnson) and Wanda (Elizabeth Olsen), waiting to see if they're going to be part of the mayhem.

The mayhem in question is taking place outside, where the Avengers have arrived, ready to reclaim Loki's staff and put an end to HYDRA stragglers under Strucker's command. One of the things I love about "Ultron" is that the characters have become far more comfortable with their own powers, and with the ways they can use each other to be even stronger. Whedon's superhero action is exemplary here, and it feels like a lifetime of comic book fandom being expressed in one crazy gag after another. I love the little tweaks, like the magnetic back to Cap's glove that allows him to recall the shield or the way Hulk "takes care of" a bunker or the greater variety in arrows that Hawkeye uses. Whedon's main trick as a writer (and I say "trick" with all love and affection) is balancing outrageous situations or imagery with very mundane and normal dialogue, and he has fun playing all of the characters off of each other here. Even anonymous henchmen earn laughs, like when Tony takes out a room full of guys as he first breaks in. There is a confidence to both the characters and Whedon that is clear from this long opening sequence.

The money shot is one long move that introduces every single character in motion and in action. It's obviously a whole series of set-ups blended using trickery, but the way it builds until it finally freeze frames on the entire team lined up, jumping or flying or charging together, is enormously entertaining. Whedon hasn't lost sight of the underlying job of anyone making an "Avengers" film, which is to entertain. What makes him so canny as a filmmaker is the way he uses that entertainment to disguise the mechanical moving parts that are required to make something as gigantic as "Age Of Ultron" work. He has fun with the introduction of Quicksilver, the way he frustrates Hawkeye, the way he knocks Captain America down. Pietro is fighting the Avengers, true, but he's enjoying it. It's a chance for him to see what he can do, and he takes great pleasure in stretching those muscles.

As the fight starts winding down, we get the first scene between Bruce Banner aka The Hulk (Mark Ruffalo) and Natasha Romanoff, played once more by Scarlett Johansson. There is a new ritual that the two of them have devised to calm the Hulk down enough to allow him to change back to Banner-form, which they refer to as "The Lullaby." It's interesting that they're the ones who have formed a deeper bond. In the first film, she was the person Nick Fury sent to bring Banner in. They were the ones involved in that scary scene in the middle of the film where he attacks her on the Helicarrier. They have a strange history, but it seems that it's led them to a connection and a trust. For Black Widow to walk up to the Hulk in the middle of battle and put her hand out to him, unarmed, not trying to fight, it requires her to trust him implicitly. It works, and Banner reverts to himself in time for the return trip home.

Meanwhile, Tony Stark finds the room where there is a full Leviathan from "The Avengers" hanging, on display for study, and where Loki's staff is waiting. It's also where we get our first look at Wanda's powers in action. All she has to do is touch Tony, and he's off and running on a powerful hallucination. The Leviathan comes to life and starts to move around the room. Tony sees the rest of the team, broken and dead on a battlefield, and it's clear that Tony is still grappling with the fear he's been feeling since he got his glimpse of the other side of that wormhole. One of the things I found really interesting in "Iron Man 3" was the PTSD angle, and I wish they'd done a better job fully exploring that. It's still affecting him here, and his fear is the thing that drives the movie as a whole. This entire trip started with Tony Stark and his uneasy feelings about his legacy as an arms manufacturer, and here we are, on the other side of legions of dead bodies, both good and bad, and Stark's still worried about his impact on the people around him.

My favorite touch in the entire opening sequence comes as Tony snaps out of his trip. He puts on his Iron Man glove and heads for Loki's staff. Pietro rejoins Wanda and asks incredulously, "Are you just going to let them take it?"

Wanda's only response is a smile, and that smile implies that she's excited to see just how wrong things can go. And as Tony grabs the staff with his gauntlet and raises it, the film smash cuts to the title finally, everything laid out and in place for the catastrophe to come.

"Peace in our time. Imagine that."

-- Tony Stark

Trust is a huge part of the puzzle this time around. As they're flying back after the opening raid, we see Banner and how much it takes out of him to become the Hulk. He's emotionally hammered flat by it, and all he wants is personal peace. As he talks to Nat, it's clear that she is the person who can do the Lullaby because she is the one with the strongest bond to him. They're as close as he's capable of being with anyone. At one point, she asks him how long it will be until he trusts her, and he replies, "It's not you I don't trust." I think all of the Avengers are struggling with issues of trust in the film, and Whedon goes out of his way to illustrate just how hard it is for these people to be who they are.

Tony may not trust his team to be able to stop the sorts of threat that he saw on the other side of the wormhole, but he does trust Jarvis, the computer program that has been his companion and right-hand man since the first "Iron Man" in 2008. There's a bumper sticker in the Quinjet that reads "Jarvis Is My Co-Pilot," and while that's a good joke, it's also indicative of just how heavily Tony leans on Jarvis. We see the Iron Legion returning to Avengers Tower at the same time that the Avengers are returning, and we see the Avengers taking stock of what the human cost was of their attack. Clint Barton (Jeremy Renner) took a pretty nasty hit at one point, and they go to work replacing his skin with a synthetic graft. Natasha makes the first of many jokes in the film about Barton's place on the team, saying, "Pretending we need this guy really brings the team together," and that comment is part of what makes Hawkeye such a pivotal player this time around. If Whedon was trying to make up for sidelining him for most of the first film, then mission accomplished, because Clint is a big part of the movie.

If there is anyone I would listen to when trying to give warnings about the dangers of messing around with science, it would be Bruce Banner. He is such a direct illustration of what can go wrong that they might as well have called him The Consequences. He makes a great foil for Tony because they are equally quick-witted, but they are radically different people. Tony's arrogance masks a fairly deep well of fear, while Bruce's amiable calm is a cover for the rage that he is constantly struggling to control. Tony is looking for fixes for his own fear because he can't keep putting himself in harm's way. He appeals to Bruce's own fears in trying to sway him to the idea of using the gemstone of the staff to jumpstart the Ultron program that Tony's been writing. When they show the 3D hologram schematic of the gemstone and they see that it's basically an intelligence, that's one more case of Marvel blending the technological with the magical, something they've been emphasizing since "Thor." The Science Bros. end up giving some good montage as they try to make Ultron work, then finally set it aside to enjoy some hard-earned relaxation with some invited guests. As Tony's leaving the lab, there's a little throwaway exchange. Jarvis tells Tony to enjoy himself, and Tony replies, "I always do." What would have been a genuine expression of arrogance in the first "Iron Man" rings hollow here, though. This Tony Stark doesn't seem to enjoy much of anything. He's too haunted by thoughts of his own failures.

"Avenging is your world, and your world is crazy."

-- Sam Wilson

Ultron's birth scene is intercut with the party at Avengers Tower, and during the entire thing, Whedon is laying down important character and story information. It's crucial that Jarvis is there at Ultron's birth, that he's part of it, because of how the film ultimately ends. From the very start, Ultron sounds prickly and imperfect and alive. His awakening is violent and from the moment he draws his first virtual breath, he is furious, lashing out.

Meanwhile, you've got the superheroes relaxing and making jokes and telling stories. Rhodey (Don Cheadle) gets frustrated when none of the other heroes are impressed by his stories, which is both hilarious and appropriate. War Machine is such a reflection of Iron Man that it must be constantly frustrating to him to have to live up to whatever image Tony projects. Sam Wilson (Anthony Mackie) seems perfectly happy to just deal with human-scale problems, though, telling Steve (Chris Evans) that he couldn't be a member of the team.

One of the more interesting interludes at the party is between Bruce and Natasha, and here's where context matters. I've seen people complaining about the Black Widow serving as the bartender to all of the men, and I'm baffled how someone could read the scene that way. You see everyone making drinks at different points during the party. Thor's carrying around a flask of 1000-year-old alcohol, and the rest of the team seems to provide for themselves just fine. When Natasha steps behind the bar, it's so she make two drinks. One of them is for her, and the other is for Bruce. She is quite clear in this conversation that she has strong feelings for Bruce, and he is equally clear that he has no idea how to handle that information. I particularly like the advice that Steve gives to Bruce. "As the world's leading authority on waiting too long, don't. You both deserve a win." I am a firm believer, and more so with each passing year, that any time you make that connection with someone, you have to fight to protect and enjoy it. It is precious, and it cannot be taken for granted. This isn't about puppy love, either, or infatuation. There's something very real between Bruce and Natasha, and that's the reason she is able to reach him, no matter how deeply buried he is in the Hulk.

The scene in which each of the Avengers take turns trying to lift Thor's hammer is a marvel in the way it lays out character and also sets up one of the film's biggest reveals. The entire notion of "worthy" is part of the film's theme, and it's telling that even the purest of heart of the Avengers, Steve Rogers, is unable to lift Mjolnir. I particularly like the way Natasha shrugs it off with, "Oh, no, no. That's not a question I need answered." Natasha knows exactly how awesome she is in combat, and has no driving need to prove herself in a superficial manner. One of the reasons Natasha is in no danger of driving the Avengers off the rails is because she would never feel that masculine ego-driven need to assert herself as the alpha.

Ultron's intrusion into the party is creepy, and it leads to a flurry of combat, but it's basically just an announcement. Ultron makes it clear that Tony is his father, and then he and the newly activated Iron Legion grab Loki's staff and take off with it, infuriating Thor anew. He thought they were finished, and now they're back to zero, and everyone's trust in Tony is shattered in the process. He doesn't seem to feel even a hint of remorse, even knowing that Ultron is his responsibility. He's used to sending weapons out into the world, and we get that point underlined when Wanda and Pietro meet Ultron and tell him about how they were orphaned. Their story of being trapped a few feet from an unexploded mortar shell with "STARK" written on the side of it is a reminder that Tony's been doing damage to the world a lot longer than he's been trying to fix it, and it makes it hard to argue that Stark and the Avengers are a pure good thing in the world.

Tomorrow morning, we'll pick up off the coast of Africa, and we'll get into the material that seems like the most half-cooked in the entire film. Right now, I'm off to see "Fury Road" for a second time so that we can do this same thing with that film next week once you've all had a chance to see it.

"Avengers: Age Of Ultron" is in theaters now.

A respected critic and commentator for fifteen years, Drew McWeeny helped create the online film community as "Moriarty" at Ain't It Cool News, and now proudly leads two budding Film Nerds in their ongoing movie education.