Age of Ultron, the second assembling of the Avengers, was met with general disappointment by fans. Maybe it lacked the fanfare of the first one because no new franchises were added to it; the team lineup remains the same, the only film in Phase 2 that wasn’t a sequel was Guardians of the Galaxy, and they’re not involved in Age of Ultron. I wish I knew what it was, because this is criminally underrated and one of Marvel’s best.

Age of Ultron has a lot more to say than its predecessor, with themes of legacy, humanity, fears, and even Biblical ideas. Perhaps audiences were hoping for just another fun superhero team up. Age of Ultron shows little interest in this, with a darker tone, a more complicated and menacing villain, and several side plots going on throughout, as opposed to the more streamlined plot of the first film. Instead of just seeing Earth’s Mightiest Heroes out saving the world again, this film takes our heroes and has them contemplate if the way they’re going about saving the world is the right one, if the Avengers is something that can continue to exist, and, shown in the scene where the group attempts to lift Thor’s hammer, if they’re even worthy of this responsibility at all.

Opening with a breathtaking continuous shot of The Avengers working in tandem to defeat the last of Hydra, the film has Tony have an unfortunate run-in with Wanda Maximoff. Wanda and her brother, Pietro, are a direct consequence of the life Tony Stark once led as an arms dealer. Their home and family were destroyed by weapons that Stark built and supplied, and the two sought out Hydra to get revenge. Hydra has Loki’s scepter containing the Mind Stone from the first film, and it was used to experiment on the twins, giving them their powers.

Wanda gets the ball rolling plot-wise, using her magic to influence Tony’s mind, as well as the rest of the heroes later on. Everyone is shown what they fear most. For Tony, it is the Avengers dead at his feet, leaving Earth defenseless from alien invaders. He’s shown what he considers his legacy, the end of the path he started them on. Tony’s anxiety over the Battle of New York and his need to do as much as he can to protect the Earth reaches its plateau, and it is out of this overwhelming fear that Ultron is born. Ultron is a peacekeeping program meant to be “a suit of armor around the world”, a savior to the planet from all threats. But because Ultron is built from a place of anxiety-filled fear, Tony creates the exact opposite of what he intended. Ultron takes the mission of protecting Earth and its people to the next step: Evolution. Ultron wants to save humanity from itself, and destroy the Avengers in the process, as he views them as detrimental to themselves, unforgivable criminals who masquerade as heroes. “How could you be worthy? You’re all killers.”

Ultron (played magnificently by James Spader) is an obvious personification of what Tony could become, or perhaps, what he already is. “Ultron can’t see the difference between saving the world and destroying it. Where do you think he gets that?” Wanda says to Steve. Tony’s continuous need to protect the planet by building greater weapons comes to life, and the consequences are large. Ultron, full of snarky Stark-quips and ominous references to the Bible, seeks to better the world through its annihilation. It is the only path to salvation, and he wants to prove a point to the Avengers, that for all of their heroics, what they’re left with is chaos in their wake, and perhaps the world is worse with them in it. He doesn’t think they go far enough in their mission to save the world, that their idea of it is hypocritical. “You want to protect the world, but you don’t want it to change. I think you’re confusing peace with quiet.”

Yet despite Ultron’s killer, unfeeling robot persona, he is very human. He longs for companionship, in bringing in Pietro and Wanda to join him, he’s happy to be with and work with others to achieve a similar goal. And they have been slighted by Tony, just as Ultron believes he has. He insists they share their story with him, and he listens intently to it. When the twins find out Ultron’s true plan, they turn against him. He shows pain and confusion and disappointment, pleading with them “Please. Don’t do this.” when they help the Avengers to stop him. He kidnaps Natasha because “I don’t have anyone else.” He’s hurt and saddened by the existence of “his vision”, the answer to Ultron and what he was meant to be thrown in front of him, more powerful than him. “They really did take everything from me.” he laments while taking in the sight of Vision. In his last moments he even tells Wanda to run, or else she’ll die when Sokovia is destroyed. Ultron exhibits all the signs of the humanity he wants to be rid of, what he considers to be a weakness, the very strings he says keeps the Avengers down and that he tries to convince himself he is free of.

Despite this only being the second gathering of the Avengers, everyone already seems to be looking for an out, especially after Wanda plays on their fears. Tony wants to end the team, creating Ultron to do their job for them. “Isn’t that the why we fight, so we can end the fight, so we can go home?” Thor sees his legacy being one of only destruction. His vision shows Ragnarok, the end of his homeworld and people, and how his inability to create, only destroy, may be the cause of it all. Bruce and Natasha view themselves as the outliers of the group, and so find solace and romance in each other. They both see themselves as monsters, incapable of true goodness, and their inability to have children ruins their chance at an ideal life and the means of leaving behind something pure. Natasha’s vision reminds her of the evil deeds she carried out in her past life, how her humanity was stripped away. Bruce’s fear of the beast inside him manifests itself in the form of a rampage. The two of them consider the idea of simply leaving, running away together and living the best life they can, by leaving their current ones in the past.

Steve is reminded of the life he lost and grapples with the fact that he’s merely pretending he could live without a war. Steve is the only one who really needs the Avengers, but similar to his falling out with S.H.I.E.L.D., realizes that his teammates don’t always tell him everything. All of these fears and doubts bring the Avengers to their lowest point and shake them to their core.

Director Joss Whedon, perhaps in an attempt to make up for the first Avengers, makes Hawkeye the heart and soul of Age of Ultron. He is the only one left unaffected by Wanda’s mind games, and brings the team to his home to regroup and recuperate. Clint Barton is the everyman, fighting for the lives of his wife and kids, contributing whatever he can to the team despite knowing that he’s the most vulnerable and expendable of them all.

Yet the Avengers need him, not just for his babysitting skills, but as the one with the least amount of baggage, the one with the clear head. “Pretending to need this guy really brings the team together.” Natasha remarks. Clint is the one who runs into the line of a fire to save a child, and is the one who inspires Wanda to become a hero, to stand tall in the face of overwhelming odds. “The city is flying, we’re fighting an army of robots, and I have a bow and arrow! None of this makes sense!” But even Hawkeye is ready to call it quits, citing this as his last job before retiring to be home with his family.

The Avengers dealing with the end of the team, the idea that they’re going about protecting the world the wrong way, and the fact that the world may be better off without them, is a bold choice and one of the many fascinating concepts the film chooses to explore. Unlike the other crises our heroes face, the events of Age of Ultron only happen because of the choices the characters make. It’s a catastrophe of their own making (or at least Tony’s). There’s a lot going on in this film, and maybe that’s what hampered it somewhat for audiences.

Pietro’s death is sad but doesn’t have quite the emotional impact that it should, most likely due to the little amount of time we get to spend with him beforehand. Thor’s side quest is very rushed and vague, and the creation of Vision and the specifics of what exactly he is and what all he can do are left a good bit ambiguous. This may be due to Phase 2 of the MCU’s infamous studio meddling. Joss Whedon’s original version of the film was much longer, and Marvel told him it needed to be trimmed down. Whether this decision was for better or for worse (too much time spent on the side plots may have bogged the film down even more) is something we’ll probably never know.

“Ultron thinks we’re monsters. This isn’t just about beating him. It’s about whether he’s right.” So in the climactic Battle of Sokovia, the Avengers set out to prove Ultron wrong. They make a point (and perhaps a point towards all other superhero films) to keep their focus on protecting the civilians, and a big amount of the runtime is dedicated to every Avenger saving the citizens of Sokovia from harm. The remnants of S.H.I.E.L.D., led by Nick Fury himself, arrive in a salvaged helicarrier, armed with life boats rather than guns. Natasha chooses to stay and help fight rather than run away with Bruce, further evidence of her drive to try and be a hero and make up for her past deeds. Tony and Bruce make up for their mistake in creating Ultron by bringing life to Vision, with help from Thor, using his hammer to build rather than destroy for the first and last time. All of the Avengers, old and new, band together to stop Ultron and prove to him what they can be at their best.

Vision, Ultron’s hope for evolutionary advancement, a representation of divine worthiness to the point where he wields Thor’s hammer with ease, is the one who finally kills him. It’s in this scene that we see the difference in ideologies between these two characters, one created out of fear, one out of hope. “Humans are odd. They think order and chaos are somehow opposites and try to control what won’t be. But there is grace in their failings.” Vision tells Ultron. Ultron responds with “They’re doomed.” Vision does actually agree with this. “But a thing isn’t beautiful because it lasts. It’s a privilege to be among them.” The two have similar worldviews, but Vision is on the side of life, whereas Ultron is not.

These philosophical, religious, and moral ideas are all stuffed into Age of Ultron’s 141 minute runtime, and it’s a film that I keep coming back to. With every viewing I discover more things to think about and enjoy. Age of Ultron wasn’t the fun action fantasy celebration the first Avengers was, but it was never meant to be. It traded all of that in for a science fiction film with a more somber tone and deeper themes, such as what your legacy will be, to ponder, and it takes a closer and personal look at each of the characters. It still contains plenty of jaw dropping moments that will please any comic book geek, tons of action, and fun character interactions, most notably during the party in Avengers Tower. This film is an underappreciated gem, and my personal favorite piece of work to come from Joss Whedon. If you didn’t enjoy it the first time around, I highly recommend giving it a second watch. I hope you’ll find as much to enjoy and think about as I have.

Connections to the MCU: Ulysses Klaue and his stash of vibranium that he stole from Wakanda are directly involved with the plot. Ultron cuts off Klaue’s arm, leading him to replace it with his cannon in Black Panther years later. The S.H.I.E.L.D. agent who refuses to launch the helicarriers in Winter Soldier makes an appearance aboard the ship with Nick Fury. Hulk and Thor both leave Earth to the far ends of space, meeting up in Ragnarok. Tony officially quits the Avengers, leaving Steve and Natasha to train and lead the new team, and Thanos makes a bizarre appearance in the mid-credits scene. The battle and subsequent destruction of Sokovia would echo throughout the MCU, leading directly into Civil War and the discussion on the level of chaos The Avengers cause when they’re out saving the world. Ultron’s mission to destroy the Avengers may not have turned out to be a failure after all.

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