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There’s a sequence in Joss Whedon’s The Avengers, a film I didn’t entirely love, that nonetheless sold me on the entire enterprise. After bickering and side-eyeing each other for nearly the entire movie, the titular team puts aside their differences and gets to work, laying waste to the invading Chitauri in a weaving, spectacular single shot. Though I found much of Avengers fun but overly quippy, unevenly paced, and blandly shot, that one scene captures a certain joie de vivre that really embodies what these movies should be about. Avengers: Age of Ultron, the highly anticipated return of Marvel’s all-star team and Joss Whedon’s return to the helm of the Marvel Cinematic Universe (MCU), is the energy and joy of that scene, distilled into 141 minutes of pure popcorn bliss.

The second wave of Marvel’s march toward cinematic domination found the studio aiming for more ambitious storytelling; no longer saddled with origin stories, the Phase Two films were free to explore heftier themes of the privileges and limitations of power, as well as the delicate balance of protector versus private citizen. The plot of Age of Ultron is informed directly by where Iron Man 3 and Captain America: The Winter Soldier in particular left off; the film opens in medias res as the Avengers lead an assault on Baron von Strucker’s Hydra compound to reclaim Loki’s scepter. Strucker has been using the weapon to conduct superhuman experiments on the Maximoff twins (newcomers Aaron Taylor-Johnson and Elizabeth Olson as Quicksilver and Scarlet Witch, respectively), as well as to develop artificial intelligence. Upon reclaiming the scepter, Tony Stark and Bruce Banner realize they can use its alien power to kickstart their own artificially intelligent peacekeeping program, codenamed Ultron (played with gleeful menace by James Spader). Unfortunately, Ultron’s idea of peace includes the eradication of the human race, which he pursues by recruiting the super-powered twins and launches an ever-escalating campaign against the Avengers.

If that sounds like an overwhelming amount of pieces in play, it’s because it kind of is; Age of Ultron is a four-hour story crammed into a two-hour shell. Thankfully, though, the whirlwind and occasionally incoherent plot works to the movie’s overall benefit, and that’s because Whedon wisely uses it as a vehicle for really poignant character moments. Unlike the first Avengers film, in which characters like Hawkeye and Thor got shorter shrift, every single character has a clearly defined arc, a driving motivation, and occasions to play off every other team member. For Pete’s sake, I would never have expected Ultron to make me care about Hawkeye, but his material is some of the most resonant of anyone’s. Pietro and Wanda Maximoff, new faces to the franchise, are given a new, mutant-free backstory and a credible reason to side with Ultron before defecting to the Avengers following his inevitable betrayal (though it’s a shame that the film is unable to make Quicksilver as cool as X-Men: Days of Future Past did last summer with the memorable “Time in a Bottle” sequence). Paul Bettany (previously the voice of the A.I. JARVIS) also joins the team in a more physical capacity as the Vision, and he steals every scene he’s in with his steely, quizzical performance.

Some of the movie’s best moments come not from the flashy battles but the interludes, like the mid-film lull where the Avengers hole up in a ramshackle farmhouse to plot their next move, or the party scene that everyone has probably already seen by now. Black Widow and Hulk get a nice romantic thread, and while reception has been divided, I thought their scenes together were soulful, and made a lot of sense why they would be into each other. Generally, Age of Ultron really sells the idea that this is a group of friends who have grown to care about each other and work well together while also constantly butting heads. The quieter spaces are Whedon’s forte, and he peppers them with sharp, witty dialogue that crackles with energy. It’s clear he learned a lesson from The Avengers in that the characters actually sound like they’re talking to each other instead of competing in a snark-off.

That’s not the only area in which Joss Whedon has honed his craft, though. The first Avengers film frontloaded all of the talking and put the action on the back end, leaving it feeling uneven and kind of a slog upon rewatching. Age of Ultron, on the other hand, is expertly paced, with just the right amount of breathing room between set pieces. The fight choreography is top-notch as well, paling in comparison only to Winter Soldier’s visceral beatdowns. Each action scene is frenetic without being overwhelming, and they often unfold as comic book splash-pages in motion. Whedon includes plenty of fist-pump moments when two or more characters team up to completely eviscerate enemies. The film is also loaded with fan-service: ties to both Agents of S.H.I.E.L.D. and Agent Carter, Easter eggs and nods to upcoming projects, and a couple of really great cameos make the movie feel especially rooted in the growing richness of the universe.

As is par for the course with these films, the visual effects are often incredible. Quicksilver and Scarlet Witch each have heavily stylized, ripped-from-the-comics color trails denoting their powersets. Spader’s Ultron is both a visual and theatrical delight every time he’s on screen; a mixture of pure menace and humor, the actor’s personality shines through the android’s emotive face and the magic of motion capture. Spader’s performance has cemented Ultron as my second-favorite villain in the MCU, behind only Tom Hiddleston’s unimpeachable Loki.

The only gripe I really have with the movie is that it just sort of ends. The closing scenes definitely shake up the status quo—re: who the Avengers roster includes moving forward—but the when the dust settles after the last battle, there’s not much in the way fallout or anything like that. Knowing the Civil War is on the horizon, I kind of expected the end of the movie to be darker and consequently more ambitious. Instead, Whedon chooses to leave the heavy lifting to the future, wrapping things up fairly neatly with no hint at the coming schism. That’s a relatively minor nitpick, though, when the rest of the film succeeds so thoroughly. Ultimately what you’re left with is an exhilarating tentpole disaster-porn superhero flick with a weirdly endearing, personal heart. Age of Ultron is simultaneously one of the darkest and funniest films Marvel has released to date, and considering Joss Whedon is handing over the reins to the Russo brothers for the next installment, a lovely swan song.

Avengers: Age of Ultron is now playing in theaters.