Marvel’s newest, latest, biggest, noisiest entry in the ‘dominate escapist filmmaking’ sweepstakes, The Avengers: Age of Ultron, certainly has everything you might want in a summer popcorn movie; lots of action, exceptionally well staged, lots of ‘splosions, lots of feats of derring-do, and a basically coherent storyline, which ends up dovetailing nicely with the twenty other Marvel storylines found in other movies, TV shows, and, of course, comic books. Writer-director Joss Whedon is a better filmmaker than his rival billion-dollar blockbuster mavens, Michael Bay and James Cameron and JJ Abrams, and Age of Ultron had the potential to be a much better movie than than the various entries in the Star Wars, Star Trek, or Transformers franchises (anticipating whatever the new Star Wars trilogy will be).  Ultimately, though, this film was undermined by the unavoidable fact of it being part of that Marvel universe. Allow me to explain.

The big challenge for Whedon with this film is precisely that it’s an Avengers movie. There have to be storylines and character arcs and motivations and reasons to care about a whole buncha characters. There has to be a Bruce Bannon/Hulk storyline, and one for Natasha/Black Widow, and a Steve Rogers/Captain America one, and a Thor one, and a Clint Barton/Hawkeye one, plus of course, the plot has to basically revolve around Tony Stark and Iron Man. Plus, we end up adding two more Avengers, the Scarlet Witch and Quicksilver, and they need an origin story and a certain amount of backstory screen time. Plus, this one has a terrific new villain, Ultron, who also needs some explanation and some time to monologue about who he is and what dastardly misdeeds he wants to do and why. It makes for a long movie. This puppy clocks in at 141 minutes, and therefore has to sustain our interest throughout. I didn’t check my watch until somewhere around the 120 mark. But I did check my watch.

To explain both the best thing about this movie, and also the reason that my interest in it finally flagged a bit, let me do a basic structural analysis. Who is the protagonist of the movie? Well, it had nine main characters, so that’s a bit difficult to suss out, but ultimately the guy who drives the main action of the film is Tony Stark. He’s the guy who figures out that Ultron is loose and dangerous, he’s the guy who figures out what to do about it, he’s the guy who sees what Ultron’s destructive plan is, and what can be done to stop it. It’s about Tony Stark and various iterations of Iron Man, good and evil.

And who is the antagonist, the main villain or bad guy? Obviously, Ultron. Who is an artificially intelligent entity, embodied in a whole series of really destructive robots. And who was created by Tony Stark. That’s Stark’s big plan; to create some Turing-test-passing robot entities to protect the Earth forever, making the Avengers, ultimately, redundant, and unnecessary. Ultron is, in other words, also Tony Stark. He’s Tony’s alter ego; he’s Tony’s Id to Iron Man’s Superego. In other words, the protagonist of this narrative is the character Tony Stark. And so is the antagonist.

I love that. I think that’s smart, and innovative, and morally complex. Tony becomes Frankenstein, and Ultron his Monster. And Ultron wants something more; to become sort of human. He wants to create an ultimate indestructible but biological body for his evolved AI consciousness. But in a terrific action sequence, his body, stuck in a kind of incubator, gets captured by the Avengers. And Tony gets it to his laboratory. And he, Tony, decides to go ahead and finish it. His good guy alter ego consciousness lab assistant entity, Jarvis, is around; Tony decides to download Jarvis into this Ultron-created body. And Bruce Bannon reluctantly agrees to help him. Tony’s convincing argument? “We’re both mad scientists.”

I’m sitting there in the theater thinking ‘what a terrible idea.’ And the other Avengers show up, and they all agree. And they have this fight scene, right there in the lab, Cap and Black Widow and Hawkeye fighting over this incubator thing. And then Thor charges in and hits the incubator with his hammer. And a new creature emerges, with all sorts of superpowers, but sort of neutral, morally. It’s Vision, and he’s wonderfully indestructible, and also decidedly ambiguous on a hero/villain scale.

I loved all of that. I loved the fight in the lab, I loved Tony Stark having this terrible idea, to finish Ultron’s creation, I loved Bannon helping him, I loved all of it. It’s loopy and strange and filled with equivocation and all sorts of dramatic potential. Could the Avengers’ squabbles wreck their potential to Save the Earth? Could Tony Stark’s hubris and arrogance doom us all? Are mad scientists good for humanity, or bad, or both? I thought the whole scene, including the creation of Vision, was Joss Whedon at his best.

And then? What happens next?

Spoiler Alert: a big fight scene. Completely predictable and frankly kind of dull. Will Captain America save all the people of this town? Of course he will. Will The Scarlet Witch help save the day? Obviously. With forty five minutes to go, the film could have gone literally anywhere, narratively. And where did it go? Nowhere, except for a very long sequence of obligatory heroics.

There’s absolutely nothing else Whedon could have done, of course. He was hired to make an Avengers‘ movie, not deconstruct the Tony Stark character and narrative.  It’s a movie about superheroes. They have to fight as heroes, and they have to be super good at it. I can sit there and mourn the waste of promising (but unrealized) story threads all I want to. This movie was going to end in a big action sequence, which would be won by the good guys.

Except maybe not. Because there is a final scene, an homage to films like The Day the Earth Stood Still. It’s a conversation between Vision and Ultron, over this question, which also is the main dramatic question in TDTESS. Is mankind worth saving? If a super-powerful alien entity was sent here to earth to humanity to the ultimate test, to determine if we, as a species, should be exterminated or allowed to live, what would the verdict be? Ultron thinks it’s a no, Vision, a kind of equivocal yes. I liked that final moment a lot too.

So it’s a superhero movie that had the potential to be more than that, a potential that absolutely could not be realized, but that was at least there, in the room, haunting the whole movie like a ghost. It’s also a witty and intelligent film–with a very funny Eugene O’Neill joke, bless it–up to a point, before becoming yet another exercise in evil robot bashing. It’s going to make a lot of money and I don’t begrudge it its success. But it made me hungry for a film about, you know, human beings. The Marvel thing is still playing itself out. As long as they throw in quirky projects like Guardians of the Galaxy and Ant Man, I’ll pay attention. But it’s time to retire Iron Man, at least. Nice to have spent time with you sir. And Marvel, give us new stories to follow.