[Editor's noteWith WandaVision drawing from Avengers: Age of Ultron, we've decided to repost our retrospective piece on the 2015 Marvel movie.]

In some ways, Avengers: Age of Ultron was a no-win proposition. Sequels almost always pale in comparison to the first film, and The Avengers was already a massive victory, not just at the box office, but as a cinematic accomplishment of culminating a cinematic universe. Age of Ultron could only move the ball forward in certain ways. It was too soon for Thanos, but it also had to start setting up the big finale. Being the middle chapter is tough enough, and writer-director Joss Whedon had to do in the framework of a cinematic universe where he had to service stories for Iron Man (Robert Downey Jr.), Captain America (Chris Evans), Thor (Chris Hemsworth), and all the other superheroes. Age of Ultron could have easily devolved into just checking boxes, and instead it ends up as one of the most challenging and fulfilling movies in the Marvel Cinematic Universe even though some of the scorn it received was inevitable.

The opening scene is a mission statement for a movie that’s trying to blend blockbuster action with the dark places Whedon wants to send his characters. You’ve got a big, exciting scene (although all of the action in Age of Ultron suffers from the drained Marvel color palette where nothing is allowed to pop against the screen) with terrific jokes (“Language.”), but you can see that Whedon’s real focus is on pulling apart his heroes from the inside. You could conceivably make the primary villain Scarlet Witch (Elizabeth Olsen) instead of Ultron (James Spader), although then you’d lose the intriguing generational conflict between Tony, Ultron, and Vision (Paul Bettany). If The Avengers is all about the external conflict of throwing these heroes together, then Age of Ultron is at its most dangerous and exhilarating when it puts the flaws of these heroes front and center.

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Image via Marvel

Appropriately, we start with Tony, who started this whole thing, and we see yet again that he’s both the primary hero and the villain of the MCU. He’s a man who overreacts every time, uses his genius to try and control everything, and never seems to learn or grow from his mistakes. It would make for a deeply unsatisfying character if not for Downey’s charisma and how Tony breaks from the superhero mold. He’s not the hero type, not even along the lines of a dark figure like Batman. Tony covers his darkness in charm, but his arrogance continues to cause greater threats to the world. Nowhere is that more clear than in the Ultron program, and toying around with science he doesn’t completely understand just so he can put “a suit of armor around the world.” The road to hell is paved with Tony Stark’s good intentions.

Which is why Ultron is so disappointing as an antagonist. Thematically, he makes sense, but as a character, he feels underdeveloped, coasting on Spader’s masterful voice work and Whedonesque dialogue.  The concept seems to be that he’s an angrier version of Tony Stark, and wants to crush his father figure and by extension the entire world. And even his motives kind of make a twisted amount of sense in that he correctly (at least in the film’s view) sees humanity as doomed, as a character, he falls short because he just shows up and he’s pretty much evil. He doesn’t change, he doesn’t really have his ideas challenged, and he doesn’t have positive connections with anyone. He’s either angry at the Avengers or he uses people like the Maximoff Twins.

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Image via Marvel

The Maximoff Twins present another problem with the movie. It’s clear that Whedon feels more affinity for them, and he relishes Wanda’s power to mess with people’s minds. But again, as characters, they’re stuck in a movie where they’re sharing a lot of screentime and you can see the advantage of the original The Avengers is that it’s basically not introducing anyone new. With the exception of Maria Hill (Cobie Smulders), everyone main character, you’ve met before somewhere else, and while there’s room for growth, there should be some brief kind of attention, even if it wasn’t more than Hawkeye (Jeremy Renner) in a bucket spouting lines about liking Thor in Thor. The Maximoffs present the problem that we have the briefest exposition on their troubles (they suffered due to Stark’s weapons and signed up with Hydra to get superpowers), and then the film just moves them where they need to be. They stop being people and just stand as abilities. Need someone to mess with someone’s heads? Call Wanda. Need a comic relief character who does fun things with speed? Call Pietro (Aaron Taylor-Johnson).

With a weak villain, underdeveloped new characters, and muddled action scenes, it’s not hard to see why Age of Ultron gets a bad rap, and that’s before you have people arguing over The Farm and The Cave. But these shortcomings don’t negate the film’s incredible strengths, which is that Whedon is attacking his characters from the inside out, and really forcing them to grapple with an enemy they can’t defeat: themselves. Tony’s glimpse into his own heart of darkness spurs him to create Ultron, and no one really comes out the other side of their vision for the better. Black Widow (Scarlett Johansson) feels even more alone and struggles to reach out to Bruce Banner (Mark Ruffalo), whose vision is so dark we don’t even get to see it. Thor gets a glimpse of Ragnarok (although it’s clear that this vision and the actual Thor: Ragnarok we saw changed drastically in the years between these two films), and even steadfast Captain America is shook by the reminder that he lost Peggy and the life he was supposed to have. Age of Ultron has no answers for these tragedies. They just have to sit there, and the audience has to sit there with them.

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Image via Marvel

People go to blockbusters to see the supernatural, but Age of Ultron is far more concerned with the “human” part of “superhuman.” The powers are fine for battle, and we certainly get our desert many times (arguably too many as the Seoul heist sequence falls flat every time I watch it), but the richest part of Age of Ultron is Hawkeye’s family at the Farm. If humanity is doomed, then we can at least take solace in family and friends. It’s not on the battlefield where the Avengers find their purpose or their direction; it’s in a quiet living room in a place nestled away from the rest of the world. It’s a breather not just from the action, but for the characters and for the themes of the film.  Without Hawkeye’s family, humanity is nothing more than a throng of people, and the film is constantly in danger of falling into that trap during the Hulkbuster battle and at the climax of Sokovia.

These kind of action scenes are the boxes that have to be checked, and there’s nothing wrong with them. The Hulkbuster battle is fantastic, and it’s a joy to watch Tony trade blows with Hulk and still be completely outmatched until the very end. But as far as action spectacle goes or even the larger MCU, Age of Ultron just isn’t that interested with all of that. It’s more about who these characters are, their flaws, and how they might possibly find peace. It’s why everything at the Farm is so rich and compelling (and why Hawkeye finally gets to shine even though Whedon perhaps throws out a few too many red herrings about his non-death) while everything at the Cave is boring and forgettable. Yes, the Infinity Stones have to be put on the Avengers’ radar, but none of that tells us anything about who these people are or what their fight with Ultron means.

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Image via Marvel

Thankfully, the movie absolutely sticks the landing when it comes to the final confrontation between Vision and Ultron.  Blockbusters and superhero movies are supposed to be comforting, and Whedon does everything in his power (a power, it should be noted, is limited by the constraints of blockbuster filmmaking and the demands of future MCU movies) to discomfort the audience. Nowhere is that more clear where Ultron, the villain, says humanity is doomed, and a hero, Vision, agrees with him. They’re both higher intelligences, and in a cold, calculating way, they’ve sized up our limitations. And yet as Vision points out, “There is grace in their failings” and “A thing isn’t beautiful because it lasts.” It’s a movie that rather than show superheroes as unreachable gods, it’s all about showing the Avengers as avatars of humanity. Yes, they may be have super strength and the ability to fly, but they’re also wracked by doubts and insecurities like everybody else. It doesn’t divorce them from humanity, but rather brings them closer to us. That humanity is what makes Age of Ultron so rich and why I keep coming back to it.

But how do you follow up a movie as grandiose, epic, and exhausting as Age of Ultron? With a little palette cleanser.