While my love and admiration for Joss Whedon and the World of Whedon (not to mention the "Avengers" and that irascible Tony Stark aka Robert Downey, Jr.) knows no bounds, when it comes to AVENGERS: AGE OF ULTRON, I have to admit that from a story standpoint and the execution thereof, the Russo Brothers still reign as the current kings in the Marvel world thanks to their inspired direction of "Captain America: Winter Soldier". I know, I know. Shocker to hear from this lover of Whedon and I can't believe it myself, but let me explain because despite a few shortcomings, AVENGERS: AGE OF ULTRON does mandate that moviegoers assemble en masse.

With an ever expanding Marvel universe, the gang's all here together in full assemblage (how many more heroes can be packed into one film is beyond comprehension at this point): Tony Stark/Iron Man, Steve Rogers/Captain America, Thor, Natasha Romanoff/Black Widow, Bruce Banner/Hulk and Clint Barton/Hawkeye. And of course, what would the Avengers be without Nick Fury. S.H.I.E.L.D. agent and Fury's right hand man, Maria Hill, is also back for the fun as are limited appearances by James Rhodes/War Machines Sam Wilson/The Falcon.

And then there's the new kids on the block. Scarlet Witch and Quicksilver, not to mention Ultron and Vision.

Written and directed by Joss Whedon, he stays true to the "vintage" thematic of the evil Hydra and the original comic battles of Captain America waging war against the Nazis. Almost instantly (as part of an epic battle raging in Eastern Europe as the Avengers are attempting to obtain "the ultimate weapon" and secure a Hydra stronghold), we meet Strucker, a Nazi-esque villain to rival the slick monacled sneer of Erich von Stroheim on his best, or worst, day. Decadently delicious. Seems that Strucker has been working on altering the human genomes in a meld with science and technology developing/perfecting artificial intelligence. The human result of his experiments are twins, Pietro and Wanda Maximoff aka Quicksilver and Scarlet Witch. The A.I. result involves the now well known Infinity Stone and which, as we soon learn, is essential in the creation of Ultron.

With this "power" now safe in the hands of the Avengers and particularly, Tony Stark, it awakens an idea Stark had years ago but which was shelved - Ultron. Intending Ultron to be a singular A.I. peacekeeping force to replace the Avengers, together with Bruce Banner, with the AI work and Infinity Stone liberated from Strucker melded with Stark's work, they bring Ultron "to life." But Ultron is anything but the benevolent peacekeeper Stark envisioned. He is an arrogant, megalomaniacal hater of humanity who wants to create an extinction level event to eradicate the world and start from scratch. But first, he wants to eliminate the Avengers. And in the very moment the Avengers believe they can have simple, regular lives with families and children and futures free of super-heroing, Ultron goes on the attack and the team goes back to work. Heartbreaking in this evolution is Ultron's destruction (or not) of Tony Stark's beloved Jarvis.

All the usual suspects return in their acclaimed roles - Robert Downey, Jr., Chris Evans, Chris Hemsworth, Jeremy Renner, Scarlett Johansson, Mark Ruffalo and, of course, Samuel L. Jackson (the latter who, thankfully, has two more guaranteed Marvel appearances on his contract). Also back is Paul Bettany who gets screen time for the first time in the franchise. Long known as the voice of Jarvis, Bettany now does double duty as he becomes a tangible three-dimensional entity known as Vision. And returning to the fray albeit with minimal screen time are stalwarts Don Cheadle, Anthony Mackie, Colbie Smulders, Andy Serkis, Stellan Skarsgard and, of course, Stan Lee.

One thing that I genuinely appreciate with the actors is that no one "phones in" their performance. Whedon has developed depth and emotional growth for the characters and the actors fully embrace that on screen.

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Notable is Chris Hemsworth who just keeps getting funnier. His comedic timing has really become a force to be reckoned with. Playing on that, it bears mentioning that the chemistry amongst everyone and their respective comedic sensibilities is one of the best on the big or small screen today. And speaking of comedy - one liners fly faster than Thor's hammer and each is funnier or wittier or sharper than the last. They are all ****ing awesome (Oops. Sorry, Cap! Language!)

Watching the relationship between Natasha and Banner develop is sweetly charming with Mark Ruffalo bringing this great puppy love shyness to the table while Scarlett Johansson gets to add some nuanced wry comedy to her performance.

Paul Bettany's Jarvis has been an integral part of Iron Man's world but to see him now be able to bring even more texture and nuance thanks to "corporeal form", is one of the highlights of the film. With costume often being the base with which an actor starts when building a character, the costume design for Vision is stunning and sets the tone of Bettany's performance. It not only fits the ideal of Vision (as it is a "vision" to behold) but it fits Bettany and his lulling voice. Bettany brings even more nuance to Vision with his vocal inflection and calm. There is this great intelligence and wisdom of the ages but with a childlike purity. It's a lovely piece of the puzzle and one of my favorite performances of the film.

And then we have the new kids. Elizabeth Olsen and Aaron Taylor-Johnson slip into their respective roles of Scarlet Witch and Quicksilver quite nicely. Calling on their own pre-Avengers experience working together on "Godzilla" adds a resonant layer of believability to the brother-sister dynamic and ease between them.

But then there's Spader, James Spader. Two words for his performance as Ultron - divinely delicious! Notable is Ultron's dialogue (and kudos to Whedon for writing it) - very Neil La Butte in its construct, with Spader creating this beautiful cadence and elocution trying to present himself as a superlative next generation being but then resorting to plain old human rage and hissy fits. No one but James Spader could bring such life, vibrancy, poignancy and entertainment to this role and these words.

Although with brief screen time, Thomas Kretschmann oozes evil as Strucker. And be on the lookout for some icy veined hatred from Julie Delpy, a fabulously frightening turn by Idris Elba as Heimdall and the woman behind the man known as Hawkeye, Linda Cardellini, who plays a significant part in the plot development of the film as a whole.

Most appreciative is that Whedon has done an exemplary job of not only bringing in new characters but in setting up the continuing lineage of the Avengers. We see Tony Stark now taking a back seat. And thanks to this beautifully crafted family life that Hawkeye has kept hidden from all, we are shown exactly what it is the Avengers are fighting for, what they are trying to preserve and not on a global, impersonal save the world scale, but an intimate familial scale. The idea of home and hearth grounds the film to the values of Captain America's youth. It resonates. It connects. It touches. And not just the audience, but each of the Avengers. It gives them something personal and tangible to connect with, reinvigorates their passion, their fight and their friendship. Extremely powerful threadline that is fully developed and stays the "calm in the eye of the storm" to ground the film and the audience. Without a doubt this plot point is the heartbeat of AVENGERS: AGE OF ULTRON.

Applause! Applause! There are no loose ends! At an early post-battle gathering virtually everyone in the Avengers/Thor worlds pop up, but you find yourself asking, where's Pepper and Jane? Anticipating his die-hard audience, Whedon quickly explains their absences with an hilarious exchange between Maria Hill, Thor and Tony Stark. Quick, expedient and satisfying.

Interesting is the placement of the sarcasm and wry wit as the best lines fly during the darkest moments which supports real psychology that humor is how many deal with darkness and fear. It's telling as to the characters and who has the most to fear and what they fear - which then comes in to play through Scarlet Witch and her mind manipulations. Fear is a very real part of the story and captures the humanity of heroes. Equally exciting is Whedon's return to the original source material for developing Ultron. Thought provoking is the intellectual and emotional meld of Ultron as he taps into/assimilates Stark's programming leading to a wonderful and intriguing psychological exploration.

Unfortunately, where I find deficiencies is on the technical end. There are two action sequences that are "flawed" with the first being the opening sequence at the very beginning of the film. The blend of CGI and live action is "messy" with some of the CGI appearing like a cut and paste. Compounding that is editing that doesn't quite find its footing with the slo-mo, stop-mo, and gung-ho speeds of the CGI-live action blend. It's disconcerting and visually takes one out of the battle, questioning everything thereafter in the sequence for its technical execution. The second issue is an over-extended Hulk rampage after being allegedly "bewitched" by Scarlet Witch although that actual close encounter is never shown on screen (it is intimated Scarlet was the cause of Hulk's tirade). The scene drones on and on and on.

As with the first AVENGERS, sound design is again an issue and much dialogue is lost due to explosions and scoring, particularly that of Scarlett Johansson.

Indisputable is the scope and excellence of the production design. It is beyond impressive and the result is immersive. From cobblestones and concrete texture in "Eastern European" architecture of bridges and the huge technical sets like the Helibridge and others, the sets alone give the film a truly "global" sized feel while the intimacy of the characters, propelled by the home life of Hawkeye and the burgeoning love between Banner and Natasha, give everything a personal touch. Look for an Oscar showdown between AGE OF ULTRON production designer Charles Wood and "Cinderella" production designer Dante Ferretti!

But for the issues with the opening battle scene visuals, equally majestic is the VFX work of Christopher Townsend and his team, as well as that of the SFX team under supervisor Paul Corbould. The intensity of the action and overall blend of FX, CGI and live action is non-stop. There are essentially only two breathers in the film, two moments of respite to try and digest the power of the story itself, before you are swept into the moment and carried away with the sheer entertainment of it all.

Of course, I would be remiss to not mention Ben Davis' cinematography. Beautifully lensed and never moreso than in showing the contrasts between the cold rocky, snow-covered European landscape, the warmth and golden umber of Hawkeye's private life, the sleek sharp polished world of Tony Stark and his Avengers facility and, one of my fave sequences - the climactic battle in a centuries old church. In fact, the 360 lensing of the church is beauteous with the multiple angles, many of which lend themselves to the metaphor of God on high looking down. A perfect meld of cinematography and Townsend's VFX work that leads to heart stopping, jaw dropping moments of poignant beauty.

And then there's the toys. Oh how I love all those beautiful toys! Kudos to prop master Barry Gibbs for taking all the toys to the next level.

The score is "interesting." On the one hand, we have Alan Silvestri's patented Avengers theme omnipresent with some tweaking but then some distinct scoring differentials from two very different composers - Brian Tyler and Danny Elfman. On the one hand, these different scoring styles are distinctive and play on the idea of good vs evil, right vs wrong, but on the other hand, none of the scoring ever captures the intimacy and personal nature of the individual characters. There is a disconnect between the music and the emotional beats of the story itself.

But at the end of the day, this is MARVEL'S AVENGERS: AGE OF ULTRON. Action-packed, rock 'em, sock 'em, non-stop breathless excitement and entertainment. It's time to assemble for AVENGERS: AGE OF ULTRON!

Written and Directed by Joss Whedon

Cast: Robert Downey, Jr., Chris Evans, Chris Hemsworth, Mark Ruffalo, Scarlett Johansson, Jeremy Renner, Samuel L. Jackson, Paul Bettany, James Spader, Elizabeth Olsen, Aaron Taylor-Johnson, Don Cheadle, Anthony Mackie, Colbie Smulders, Stellan Skarsgard, Andy Serkis, Thomas Kretschmann, Julie Delpy, Linda Cardellini