[7.8/10] “There is grace in their failings.” With those words, Joss Whedon writes the epitaph for his own film. That’s not to call *Avengers: Age of Ultron* a failure. It is, at worst, a quite good superhero film, full of spectacle and humor, character moments and solid thrills, and meaty, difficult ideas that, god help it, the movie never fully gets its hands around. But it tries. *Age of Ultron* is not as good a film as its nigh-flawlessly constructed predecessor, *The Avengers*, from three years earlier. But it’s arguably, at least on a standalone basis, a more ambitious one.

That ambition leads *Age of Ultron* to both good and bad places. It is undeniably an overstuffed film. The last big Marvel team-up had to service each of the six main Avengers plus a bad guy, and between mind control and prior introductions, somehow managed to pull off the task without ever seeming creaky. Here, on the other hand, Whedon and company have to come up with something new for each of those six heroes to do, plus introduce an entirely new bad guy, plus integrate three brand spanking new Avengers, plus set up a few more films, plus find key moments for the Shield team and the J.V. Avengers and a couple of never-before-seen side characters to join in on the fun. It’s just too much.

With those responsibilities, *Age of Ultron* quickly becomes bloated and breathless. It left me craving a director’s cut after my first watch back when the film was released. My hope was that, given final cut, Whedon would let some of these moments sit and excise others rather than forcing the audience to leap from thought to thought and scene to scene like The Hulk clambering through the Sokovian countryside.

And yet, I’m also grateful for all that we got and all that was attempted. *Age of Ultron* is a messy, complicated film because it wants to tackle a messy, complicated subject -- the fate and nature of humanity, and it wants to channel that through the fate and nature of its messy, complicated main character. On rewatch, it becomes clear that the film is about the best and worst of human beings, and the best and worst of Tony Stark in particular.

In the final act, it centers on a battle, and a meeting of the minds, between what amount to his two children. One, Ultron, represents the part of him that “doesn't know the difference between saving the world and destroying it”, who cuts a path of destruction out of his desire to protect the world, that constantly demands that he, and we, become stronger, safer, and better, until the whole project collapses under its own weight. The other, Vision, represents the part of him that values the sanctity of life and puts himself on the line to save it, that accepts and understands without judgment, that is, in a word, worthy. Internally and externally, the film is a clash between Tony’s hubris and self-sacrificing nature, his well-intentioned ingenuity and his destructive blind spots, his desire to build a better future and his mistakes in that effort that threaten it. We know, as we always know, which side will win out, but *Age of Ultron* does not elide the contradictions, and takes the tension between them seriously.

Despite the fact that it ends with the familiar uplifting theme, it is also a film about its heroes’ darkest fears and their irrevocable losses. It’s about Tony’s fear that if he stops, if he doesn't keep pushing, everything and everyone he loves will die. It’s about Steve Rogers facing the specter of the idyllic post-war life he’ll never have. It’s about Black Widow and Bruce Banner confronting whether any sort of affection or connection, with each other or anyone, can survive in the face of the monstrous things done to each of them. It’s about Hawkeye putting his life on the line and doing his job knowing that every time he steps out to fight some metal man on a flying city where his only weapon is a bow and arrow, it might leave his children without their father. It’s about Thor...trying to track down the Infinity Stones to prevent Ragnarok.

Okay, like with the movie writ large, not every one of these character focuses, or the execution of them, is perfect. But it embraces the darkness and hardship of these ideas without descending into the sturm und drang of its D.C. competition. As unbalanced and bumpy as *Age of Ultron* feels at times, it is a film committed to plumbing the shadowy depths of its characters and having those anxieties drive the action of the film, while still setting them off to crack laugh-worthy jokes and fight a horde of evil flying robots. That’s a lot to juggle, and as often as not, Whedon and company drop a few balls along the way, but the effort is a noble one.

The film’s biggest flaws mainly stem from the new figures introduced. Some of their problems are textural: Vision looks like a strange update of Slim Goodbody, Scarlet Witch joins Kendra de Vampieyer Slayeur in the hall of terrible Whedonverse accents, and Quicksilver seems like a mid-1990s aerobics instructor who moonlights in a boy band on weekends. But some of them are deeper. “The Twins” get a strong motivation that’s then barely ever serviced in the film and then switch sides on a dime. Vision speaks in the tritest of platitudes, and the well-setup trick with Thor’s hammer has to do a lot of the work for why we should care about him.

And then there’s the titular Ultron himself, who is a mixed bag. The notion of an Asimov-esque robot gone mad, wanting to take his mission to protect humanity so far that he threatens to destroy it, is a solid one. James Spader can match Robert Downey Jr. in on-screen loquaciousness, and the writing captures the sort of fumbling humanity in a being who resents it well. His self-made meteor plan even has some poetry and nice groundwork laid for it in the script. But the character’s also an enabler of Whedon’s most “too cute by half’ tendencies as a writer (with taunts that begin to wear as thin as The First’s once did) which I tend to enjoy, but still become exhausting after the nth monologue. Plus the swarm of evil robots doing evil robot things becomes static in a similar war after a while.

But at the same time, many things that irked me on my first go ‘round don’t bother me much here. It’s still odd that in his last outing, The Natasha/Bruce romance, which felt out of nowhere, is easier to swallow, even endearingly tragic, when you’re expecting it. Rather than cringing at the “five days til retirement” bits with Hawkeye, I can appreciate how the movie was headfaking its audience the entire time in a clever, knowing way. And while it’s still odd that, in his last outing, Tony blew up all his extra suits as a sign of character growth, but now relies on the Iron Legion, the sting of that disconnect and relapse fades when you haven’t just seen *Iron Man 3*.

That’s ultimately what *Age of Ultron* feels like: a relapse for Tony, but one that he recovers from. Scarlet Witch’s worst case scenario vision turns him back into the man who felt like he had to do everything himself, to take the world on his back in the hopes of having any peace. But his arc, as all team-up stories inevitably must fall back into, is him learning that they can accomplish the great good by working together. Ultron hopes to sow disharmony and distrust among The Avengers, and in any number of difficult moments, he succeeds. It’s becomes a legitimate question, for the audience and for Tony’s teammates, whether he’s an asset or another disaster waiting to happen.

But when there’s lives on the line, everyone sets that aside and works together. The best of humanity outweighs the worst of it, at least for now. Earth’s Mightiest Heroes spend as much time saving the innocent bystanders as they do going over the big metal megalomaniac threatening them. The parts of these beings that Vision sees, those better angels of natures, win out over the death and destruction we’ve wrought that convinced Ultron we needed to be replaced. The same goes for the film’s titular do-gooders, Tony included. It is a bumpy ride to get there, with too many characters, too many action sequences strung together, and too many stories than can be reliably serviced in two and a half hours. And yet when *Age of Ultron* fails, it fails nobly, which is all that one can ask a film, and all a film can ask of us.