Exhausting in the best way – like seeing everything in one day on a two-park ticket to an Orlando resort.

Following a tip from Director Coulson (Clark Gregg) on “Agents of S.H.I.E.L.D.” (not actually in the film, but hey, “it’s all connected”), the Avengers catch up to Hydra scientist Baron Strucker (Thomas Kretschmann) and capture Loki’s missing scepter, aka The Glowstick of Destiny. The only survivors of Strucker’s experiments to enhance humans are the Maximoff twins Pietro (Aaron Taylor-Johnson) and Wanda (Elizabeth Olsen); to quote Maria Hill (Cobie Smulders): “He’s fast and she’s weird.” Realizing that the scepter isn’t supernatural but technological, Tony Stark (Robert Downey Jr.) convinces Bruce Banner (Mark Ruffalo) to use it to jumpstart a dormant A.I. program called Ultron, designed to create “a shield around the world.” The experiment works…all too well, as Ultron (James Spader) comes to life as Stark’s android doppelgänger opposite, escaping into the internet after an attack attempt on our heroes. Recruiting the Maximoff twins with promises of destroying the Avengers and particularly Tony Stark for causing collateral damage, Ultron has far dire plans in mind: destroying all humanity.

Writer/director/producer Joss Whedon looked like he’d been run over after finishing this film, and it’s no wonder: it took a lot to top the last outing of The Avengers. Age of Ultron tops the original in every way, from camaraderie and humorous team interaction to pure superhero bliss…and yet, somehow it felt like less. The problem may be one of timing; this Avengers sequel wasn’t really competing with its predecessor so much as it was trying to top Captain America: The Winter Soldier, a film so good it made Age of Ultron feel like a step backwards – if only slightly. You’ll get your money’s worth here, folks, so don’t be shy.

The absolute hands-down best part of this sequel was James Spader as Ultron himself, both for voice and in motion capture. This wasn’t a Red Reddington retread from NBC’s “The Blacklist” but instead Spader wallowing in the darkest side of Stark’s psyche with a sardonic edge. Iron Man, Captain America (Chris Evans), and Thor (Chris Hemsworth) all got a little less to do so that the Hulk, Hawkeye (Jeremy Renner), and Black Widow (Scarlett Johansson) enjoyed a larger chunk of the story. A side plot involving Wanda’s powers to affect minds acted as not only a story catalyst but an opportunity to explore the darker secrets of the team (as well as enable a few strategically placed cameos).

There have been whispers comparing Avengers II to Iron Man II, that more time was spent building toward upcoming Marvel Phase III films than dealing with the heroes themselves, but that doesn’t seem to be the case here. Instead, a formula has emerged, one that The Winter Soldier found a way out of that calls attention to it. Act I: the villain appears and catches heroes with their pants down; Act II: the heroes lick their wounds and get their acts together; Act III: the heroes catch up just in time to stop the villain’s nefarious plan. The last-act-battle of defending the McGuffin is feeling a bit tired, and it doesn’t take a lot of imagination to think of smarter ways that the bad guy could have made things go their way, megalomania aside.

While the DC comics universe seems to have a lock on television, the trailers for the upcoming Batman v. Superman movie and the reaction on the Internet prove that Marvel’s still got the right idea, humanizing their characters into becoming heroes in spite of their weaknesses rather than pretend that none exist. There are many moments in this sequel that paint the heroes all a little darker, and an impromptu pep talk by Hawkeye at a critical step-up moment explains all the best reasons why they are heroes and what that really means. Flaws and all, simply bearing witness to the heart these characters put into saving even a single life is more than enough to keep “making mine Marvel,” but it may be time to take a cue from Captain America II to keep the stock plot outline from showing through from underneath the newly minted scripts.

Oh, and Scarlett Johansson really deserves a Black Widow movie; can we finally get somebody on that?

(a three and a half skull recommendation out of four)