The history of blockbusters is littered with poor sequels that were only sharp enough to pierce our expectations. These movies deflate. Like a beach ball that pops as soon as it touches the hot sand, we, the movie faithful, suckers that we are, are always in search of good times that are too rarely had. Jaws 2. Jurassic Park 2. The Matrix Reloaded. Ernest Saves Christmas.

We go to sequels because we maintain the faintest hope the sequel will build on, instead of fritter away, the hard work of the original. Hits, be they critical, financial, or both, have a legacy of good will that undergirds their sequels in a way that no teaser trailer can. We see our old friends on the screen, still flush with the excitement that intoxicated us the last time around. The best sequels (The Empire Strikes Back, The Dark Knight, The Wrath of Khan, Aliens, The Godfather Part II) build on their predecessors and twist them in ways we did not expect, making the old new and uncovering layers we had not yet considered. They expand the universe of the possible. They are also, within their genre, some of the best films ever made.

Joss Whedon, the force behind The Avengers, faced a rare pressure as he helmed The Age of Ultron. How do you top a massive hit full of good actors doing remarkable things in a breathtaking way? The temptation would be to simply. Do. More. Stuff. More characters, more effects, and more everything–right? To some degree, Whedon yields to this temptation, but that choice did not destroy his film, though it could have. Saved by a terrific cast and enough moments of witty dialogue, The Age of Ultron does not quite live up to its father, but neither does it embarrass him.

The gang is back with a crack. The Age of Ultron opens up with a clean-up mission, as Iron Man (Robert Downey, Jr.), Thor (Chris Hemsworth), Captain America (Chris Evans), Hulk (Mark Ruffalo), the Black Widow (Scarlett Johansson), and Hawkeye (Jeremy Renner) seek to secure Loki’s scepter, still lost from the last film. They dispatch a wave of bad guys, but they are also introduced, at least briefly, to two new characters, Scarlet Witch (Elizabeth Olsen) and Quicksilver (Aaron Taylor-Johnson), seriously powerful siblings with murky loyalties.

Though the team sees the possibility of breaking up because of its success, Tony Stark’s Iron Man, more than the other characters, realizes that the end game is nowhere close. In seeking to build an intelligent defense system that can protect the Earth from the galactic invaders that will surely come, Stark inadvertently sets in motion the rise of this film’s villain, Ultron (voiced by James Spader), a hyper-aware robot who can tap into networks as he sews havoc. His goal, we eventually learn, is to cleanse Earth of its most persistent problem–humans, thereby saving himself and others who are evolving away from the constraints of flesh and bone. The plot, such as it is, moves forward from this point until the Avengers and Ultron clash in the final reel.

What is to like about The Age of Ultron? The action is frenetic and satisfactory. Whedon effectively stages and films large-scale clashes, but as he does so, his movie also takes the time to focus on those caught up in the fray–a boy, a dog, a vulnerable woman. This is one of the first superhero films that tries to take potential carnage into account, with The Avengers trying to avert as much collateral damage as possible. Whedon also gets good performances from actors working with a thin script. I am still amazed that Marvel, no doubt through its never-ending pockets, is able to attract and hold excellent performers even while asking them to prance around in tights, robotics, or shredded purple jeans. The special effects are still special, though a few moments struck me as cartoonish.

My favorite scene, by far, had nothing to do with action, but instead with the still fragile bonds that hold these characters together. At a party, they all seek to lift Thor’s hammer. They tease each other, giggle, and appear to be old friends. I wish Whedon’s film had explored more of these moments because they feel authentic and they unleash the actors to just be, especially without a green screen draped around them.

What is not to like? The plot is, like life, but a vapor. The action is sometimes so dense that it feels disconnected from itself. The personalities and characters are still too strong to easily share the screen. Instead of really developing the group dynamics, we are introduced to new characters who are not developed at all. Though Ultron is a true nasty, the stakes that surrounded him were not high enough, at least not initially. Finally, the suspense is ebbing in all of these films because we never, not once, suffer even the possibility the Avengers could lose.

Overall, The Age of Ultron is fun and a must for the big screen. Though not as strong as The Avengers, it is still far better than your average action film. As escapist summer entertainment, expect this to make, I don’t know, a bazillion dollars.

Final Grade: 1.5/3 Eggheads

***SPOILER ALERT: Please do NOT read the following if you have not seen the film and wish to experience it freshly. I think The Age of Ultron was ultimately hampered by the fact that Ultron himself is not given enough space to prove his true nature. During the first brush with Ultron, one of the Avengers should have died, ideally at Ultron’s hands. This would have dramatically raised the stakes of the later clash. Though the Avengers acted like they got whipped in the first go around, it should have been worse–terrible enough to challenge their own beliefs in their own powers and abilities. A death would have done this. Funky visions? Yeah, I don’t think so. My son raised the best twist. He thought Hulk should have killed Black Widow during his Scarlet Witch induced rampage. That would have been hugely dramatic and would have truly challenged the Avengers. Instead, it played out lamely until the end.

My other beef is with how the new characters were handled. The Scarlet Witch–she is pretty awesome, as is Quicksilver. To just plop them into this, with so little explanation and a lame backstory that was described instead of shown, just did not cut it. That was lazy. And then to kill off Quicksilver as the “emotional payoff” was cheap since he had just been introduced in this film. Somebody major should have died to keep me invested in the chance there are real costs involved for the Avengers themselves.

If you are going to focus, at all, on Black Widow, she needs her own movie. She needs a real backstory. She needs to be a fully sketched out character. It seems like Whedon and company are trying to thrust the character into prominence, and they should do it properly with her own film. Otherwise, I don’t get it.

Finally, the whole thing just feels like a peep-show designed to unveil Thanos. In this way, Age of Ultron is just a little appetizer before the main course. Appetizers have to be pretty spectacular to be memorable. My guess is that when Thanos finally shows up, and he is as bad as we think he could be, Age of Ultron will just drift into obscurity as an elaborate set-up. That is too bad because the film could have been more.***