Breathe easy, true believers.

Avengers: Age of Ultron doesn’t disappoint. In fact, it delivers just about everything a fan of Marvel Studios’ Cinematic Universe could hope for in a big screen depiction of Earth’s Mightiest Heroes taking on one of their most implacable foes: Epic set pieces, clever banter laden with references to the previous films and Marvel canon, lots of appearances by supporting players from the series, and memorable performances from every member of the ensemble, especially the newcomers. And while this latest entry isn’t quite the game changer for Marvel’s entire line of films and TV series that perhaps Captain America: The Winter Soldier was last year, it certainly proves to be more than just any other mission for the Avengers themselves, as by the end the group is fundamentally changed and set in a new, bold direction.

The film opens with a James Bond-style pre-credits sequence featuring the team — Iron Man/Tony Stark (Robert Downey Jr.), Captain America/Steve Rogers (Chris Evans), Thor (Chris Hemsworth), Black Widow/Natasha Romanoff (Scarlett Johansson), Hawkeye/Clint Barton (Jeremy Renner), and the Hulk/Bruce Banner (Mark Ruffalo) — attempting to wrap up one final loose end from the battle that initially brought them together. Their target is the scepter wielded by Thor’s half-brother Loki during that battle in the skies and streets of New York, the one he used to control the minds of S.H.I.E.L.D. agents and friends of the group in order to open a portal to another dimension and let in a whole army of nasties from outer space. In the course of the mission, they meet for the first time two people who’ve been given powers thanks to the energies of the scepter, the Maximoff twins — super-speedster Pietro (Aaron Taylor-Johnson) and telepathic/telekinetic Wanda (Elizabeth Olsen) — who have reasons to hate Tony Stark that go back to his less-than-charitable days as a weapons manufacturer.

Despite the twins’ interference, the Avengers complete the mission, head home scepter in hand to their swanky tower headquarters in NYC, and prepare to celebrate bringing the case at last to a close. But unbeknownst to the heroes, Stark’s encounter with Wanda and her abilities, along with what he discovers while studying the scepter, sets him on a course to accomplish something far greater than anything the team has done since they’ve come together, and make the world safer than they could ever do themselves. He enlists a somewhat reluctant Banner in helping him utilize his findings to jumpstart a project the two had been working on for some time, an artificial intelligence they call “Ultron”, that would eventually supplant the Avengers as the ultimate force for peace on Earth. “I see a suit of armor around the world,” Stark says, fully certain (as he always is) that his is the best possible solution to protecting everyone from whatever threat that may appear in the future.

As it turns out, Ultron itself (played via motion capture by James Spader) is that next threat. Fully self-aware, connected electronically to Stark’s army of mechanized armor drones, the Iron Legion, and convinced that the only path to peace on Earth is through humanity’s extinction and its own evolution, Ultron sees the Avengers as the only ones who can possibly stop its plans. It almost succeeds in wiping them out during their first encounter, and soon it has allies in the Maximoffs, who throw their lot in with the machine hoping for another shot at Stark and his friends. On the defensive and on the run, Earth’s Mightiest Heroes, now questioning just how much they can trust Stark and, to a lesser extent, even each other, must figure out what Ultron’s true endgame is and how to stop it, as well as finding a way to overcome the personal demons stirred up by their encounters with the Maximoffs and the doubts created about one another thanks to Stark’s actions.

As massive a challenge as it must have been the first time around for writer/director Joss Whedon to bring together so many moving parts, so many personalities, egos, and backstories to create the first Avengers film, this time it must have been even larger, considering that this time there are even higher expectations due to the first film’s record-breaking success. Whedon’s response to this challenge was apparently to craft an entirely different kind of film, one whose resemblance to 2012’s The Avengers pretty much starts and stops with the list of top billed cast. While the first film kept much of its action located to a small number of settings, Avengers: Age of Ultron takes its heroes all over the globe, placing its elaborately-staged set pieces against the backdrop of snow-covered forests, mountain fortresses, crowded cities and, of course, the skies above them.

The depictions of the characters, and just how they interact with one another, are different in this film, too. In Age of Ultron, for as much time spent as there is watching all the fighting and stunts going on, there’s almost equal time spent watching the team just be a de facto family. The ensemble is allowed to be far more human this time out than they were in the first film, bonding and bantering with each other, exploring relationships that get closer and take surprising turns, coming into conflict with one another in ways that they never expected. So much of the film’s fun comes from these moments, and it provides these wonderfully talented performers opportunities to do more than just punch out lots and lots of bad guys.

Arguably, including all those moments of levity and character drama contribute to some minor pacing issues, particularly in the film’s first act. Also, just as in the first film, with an ensemble this large, it’s inevitable that one or more characters doesn’t get as much to do or as many opportunities to shine on screen as they probably should. In the first Avengers film, that character was Jeremy Renner’s Hawkeye; this time out, it’s the twins, Pietro and Wanda. No doubt folks who pick up the movie in its inevitable home video release will find lots of their non-action character moments in the “deleted scenes” extras and think, “Oh, that should’ve been in the film!” Perhaps, but then the movie might have stretched closer to three hours, which is something Marvel has been careful to avoid with all of their films so far.

That’s not to say that what we do get from the new cast additions doesn’t all register or measure up to what the returning Avengers bring to the proceedings. Spader is just as good as one might expect as the twisted machine intelligence Ultron, and Taylor-Johnson and Elizabeth Olsen hold their own in their scenes, but of all the new additions, the one who perhaps registers strongest is one who has been there all along, only never as more than a voice. Paul Bettany is a wonderful addition to this cast, bringing to life the android Avenger Vision — it’s an elegant and fitting evolution for the part in the Avengers saga that Bettany has been playing up to this point, providing the voice of Stark’s megacomputer JARVIS since the first Iron Man film. Now, Bettany gets to be physically part of the action, and the fact that the strong, memorable presence he and Joss Whedon are able to establish with Vision, a character many fanboys and girls might have argued before this would be well nigh impossible to translate from the comics page to the big screen, is yet another testament to just how good Whedon is with this sort of material.

But all that said, if you were worried at all that Avengers: Age of Ultron might finally be the overhyped, overproduced, and ultimately disappointing film that the Marvel Cinematic Universe seems more and more due to have with each successive unprecedented success, or if you were worried that all those preview clips the Marvel and Disney people have been releasing on YouTube over the past few weeks to build up the fan frenzy gave away all the good parts, you can finally put all those worries aside, because they’re all for naught. Once again, Whedon and his Marvel-ous cast and crew have delivered the ultimate summer blockbuster, one that no doubt you’ll want to see more than once before it departs theaters.

Avengers: Age of Ultron
Starring Robert Downey Jr, Chris Hemsworth, Mark Ruffalo, Chris Evans, Scarlett Johansson, Jeremy Renner, Don Cheadle, Aaron Taylor-Johnson, Elizabeth Olsen, Paul Bettany, Cobie Smulders, Anthony Mackie, Hayley Atwell, Idris Elba, Stellan Skarsgård, with James Spader and Samuel L. Jackson. Directed by Joss Whedon.
Running Time: 141 minutes
Rated PG-13 for intense sequences of sci-fi action, violence and destruction, and for some suggestive comments.