This piece originally appeared on Medium, and is republished here with the author's permission.

Some time in the middle of Avengers: Age of Ultron, I came to terms with the fact that there will never be any more decent Marvel movies. In fact, there can't be.

Some of what I have to say is going to read as genre snobbery. So let me get this out of the way: I fucking love stupid popcorn movies. They can be about superheroes, dinosaurs, aliens, a bus that can't slow down; I'm not picky. Movies are unparalleled in their ability to portray *scale. *If you have a giant screen, huge speakers capable of blasting everyone with earth-shattering noise, and hundreds of people gathered together in the dark, you can — and should — occasionally use those tools to provide pure, overwhelming spectacle.

So I don't object to Marvel, or to Avengers: Age of Ultron, just because it's not an artful, subtle little movie. That's part of it: A pop-culture intake comprised of nothing but big spectacle is just as bad for you as an all-cheeseburger diet. But if I wanted to see something artful, I could have gone to watch *Ex Machina *or whatever that new David Cronenberg movie is supposed to be. I didn't. I went to see Avengers on opening weekend. What I really dislike about Marvel is what they're doing to *stupid popcorn movies. *This is a genre I care about, and they're fucking it up.

A stupid popcorn movie by Joss Whedon has every reason to be a great experience. I'm no super-fan, and he's done things that are pretty dreadful (if you've never seen In Your Eyes… look, do yourself a favor, don't see In Your Eyes) but silly fun is his wheelhouse. *Cabin in the Woods *is hardly an intellectual little art-house film, yet when I saw it in theaters, my friend Kelly and I left the theater gasping and whooping with exhilaration, as if we'd just gotten off a roller coaster. For at least ten minutes after that movie ended, the only thing we could say to each other was "OH MY GOD." It was pure, stupid adrenaline, and it was wonderful.

Moreover, Whedon has a remarkable gift for taking extremely silly subject matter* just *seriously enough to make you feel something. He's not Christopher Nolan or Zach Snyder, thank God — no movie posters that look like Trent Reznor threw up in a clown car, no excruciating pseudo-realist interludes in which we have to sit there and contemplate the dark enormity of Batman's feeeeeeelings — but he can balance an adult awareness of how silly comics are with real, emotionally resonant character work.

Age of Ultron is quite possibly the worst movie of Whedon's career, and I can't get over it. I've been obsessed with this movie for a week now, poking through it in my mind, trying to figure out what went wrong. I mean, it's just plain hacky, in ways I frankly have trouble comprehending: It's riddled with cliches, shortcuts, set-ups without pay-offs, elements that seem, not like bad choices, but like actual mistakes.

The worst thing about it, I think, is that it's not even honestly bad. *Bad *can be entertaining: Thor, for instance, is a very bad movie, yet Thor’s badness gave me the gift of laughter, thanks to a little wonder known as "Odinsleeping." ("Wait. The guy's Dad just keeled over and went into a coma. Now they're saying he does thisoften?" "He goes into a coma so often that comas are named after him.") Age of Ultron is just pervasively mediocre, not even interesting enough to be awful.

The reason for this, I would submit, is that Marvel has a palpable — and growing — contempt for its audience. Lots of people have been parsing Marvel's politics in recent weeks, but I'd submit this is beside the point in some ways: Marvel has been racist and Marvel has been sexist, but Marvel's most profound failing is that it just plain doesn't care about people. Age of Ultron is the clearest demonstration yet of the problem. And you should care about this problem. Because it's getting worse, and because you can't get away.

I know Joss Whedon can make a good popcorn movie. In fact, I know he can make a good popcorn movie about the Avengers: That first movie is a stone-cold classic. Therefore, I'm disinclined to blame the badness of *Age of Ultron *on Joss Whedon. If you've watched someone throw a ball fifty times, and then, the fifty-first time, he just drops the ball at his feet and stands there motionless, you don't assume that he can't throw. You assume something is wrong.

When you look at the formal requirements imposed on Whedon's script by Marvel, it's clear that AoU actually couldn't have been good—that Marvel, not knowing or caring how good movies work, mandated that Whedon make a bad one. To name just a few of those requirements:

•Too many characters. This is standard Marvel strategy — they go by the premise that all it takes to gratify their base is dropping a name that's familiar from the comics, and so far, it's paid off — but the never-ending quest to "improve" each movie by adding a sidekick, and another sidekick, and three villains this time, plus that other superhero you might know about if you read every Avengers comic from 1971 through 1973, has resulted in a movie with, by my count, fourteen central characters. The movie is only 141 minutes long; that might seem lengthy, but if you were to somehow divide it up so as to give each character an equal amount of uninterrupted focus, you'd only have around 10 minutes for each character. In practice, you get less than 10, because...

•No matter what, Marvel's structure mandates at least one fight scene every 20 minutes, and most of the time, those characters aren't having in-depth discussions while they fight. This has to happen even though we almost always know how those fights will end, because

•The movie also has a pre-determined narrative, which we know because it's the same narrative every Marvel movie adheres to, which is, roughly: There's a thing and a bad guy and the bad guy steals the thing, so they fight. They lose one fight and then they lose another fight and then they win the last fight. The end.

•We also need to end the movie in such a way that all of the characters with ongoing franchises can go back to those franchises, alive and more or less unchanged.

•So, once Marvel's formula has deprived the movie of (a) time for the characters, (b) the potential for the story to unfold in a surprising way, and (c) meaningful consequences, we then get each character's maximum 10 minutes of focus (which is now more like five or six) cut down even further, with ads for other Marvel products. In Age of Ultron, we lose several minutes of valuable time that could be spent developing our characters to visit Wakanda and establish Andy Serkis as a villain, not because he's important to the plot—he'll totally disappear after this one scene—but because there's going to be a Black Panther movie. Thor has to be taken out of the action for a while so that his scientist friend can help him hallucinate the premise of Infinity War. Captain America gets a flashback that doesn't relate to the plot, but *does *remind you that he used to date Peggy Carter, who you can catch every week on ABC's own Agent Carter! Etcetera.

With all these requirements eating up the screen time, there's practically no room left to make a movie. There's definitely no room to make a Joss Whedon movie, because Joss Whedon movies are about two things: Character development and dialogue. I don't have a particular stake in whether Joss Whedon is a great feminist or not. (Again: please don't watch In Your Eyes.) What I know he can do is people talking.

The reason the first Avengers was so much fun, despite its generic, weirdly evil climax in which the heroes prove their valor by slaughtering waves of faceless Stormtroopers with no names or histories or families or feelings, was that it turned a mega-budget cross-over action movie into a hang-out comedy. The most important scenes in that movie are the ones in which the characters just sit around together, bickering, trading opinions, asking each other questions and scoring one-liners at each others' expense. The Stormtroopers were obligatory action junk. The conversations—will these people like each other, and if so, why?—were the story.

That can't happen here. Because there is no time to develop characters organically, because the characters all have to be rammed through the same thing-bad guy-lose-lose-win beats in tandem, because this has to be done in a way that allows for the maximum number of fight scenes (look for and then the good guy and the other good guy disagree so they fight to be deployed, too; it's what Marvel does every time a plot gets too talky), and because even this has to be interrupted with ads, there's simply no time for the movie to accomplish its goals with something as old-fashioned as a story.

Character arcs are crowded out, or so compressed that they're barely legible. For example: One arc that's pitched, and then never executed, is that Tony Stark is coming face to face with his own narcissism. Ultron is his karma, his shadow self, his punishment for believing he's smart enough to save the world single-handedly. That's interesting. That's a solid character-based story. It does what good stories do: Zones in on a character's biggest flaw, and dramatizes it, so that he can come to a profound realization about himself and his place in the world, and triumph by using what he's learned.

Yet if that's what the movie is doing, why is the problem "I fucked up by building an overly powerful, self-aware robot" resolved with "I built an overly powerful, self-aware robot?" Symmetry is one thing: This is a story where the character does not meaningfully change. He doesn't learn. He doesn't grow. He just remembers to push the "NOT a genocidal monster" button on his robot-designing machine.

I mean, tell me: What was Captain America's arc in Age of Ultron? Why does he need to be there, what's his personal investment in the problem, and what does he learn about himself by solving that problem? Tell me how Thor grew or changed over the course of this movie. Tell me why Nick Fury or Maria Hill were essential to the story. When Maria Hill tells the story of Ultron to her grandchildren, how will she say these events changed her life? How will she say shefelt about her friend Tony's choice to build a genocide-bot? Did she feel anything? Or was she just, you know, there?

Character arcs aren't negotiable. They're not highbrow or pretentious or complicated. Character arcs are essential to the success of any story in any genre. To understand why all this matters, look at the Hulk's arc in the first Avengers, which many people consider to be the most successful part of that movie. I would argue that it's actually the most successful element of any Marvel movie to date. In the first Avengers, the Hulk (1) hates being the Hulk, (2) encounters a situation that can only be resolved by becoming the Hulk, and (3) embraces being the Hulk. Simple, right? Stupid simple. Yet it landed like a ton of bricks in the theater, because that's what stories are. Stories use cause and effect to dramatize a process whereby a person is forced to change.

Hulk's arc, simple as it might be, was a cause-and-effect process that dramatized a universal human problem:You might not always like yourself, so you can identify with someone who doesn't like himself, and therefore, you will experience catharsis when a story gives the both of you permission to love yourselves. When he goes on that final rampage and slams Loki into the floor, that's not just a cartoon causing some corporate-mandated violence: That's* you,* loving your body despite being the "wrong" size, or making feminist points in a conversation without worrying that someone will call you a buzzkill, or being proud of your art despite the fact that it's been rejected, or deciding that you can leave your abusive relationship because you are worthy of respect. Hulk smash inner self-loathing, and thereby becomes the most powerful force in the universe.

So finally, our hero, a suicidal man who has spent the whole movie telling himself he's worthless and intrinsically inferior to other people, encounters Loki, an arrogant, sneering, hyper-critical, hyper-verbal character—a character who mysteriously chooses that very moment to begin a monologue about how worthless the Avengers are, and how inferior they are to him—and suddenly, Loki hits the floor. Hard. And every time Loki hits that floor, all over the world, the theater erupts with screams of joy. There is a release that goes beyond the rational or the personal, here: The noise of hundreds of strangers united for just one second in the realization that deep down, despite all the pain, despite all the shit they put themselves through, despite the endless cruelty that inner critical voice subjects them to, they don't have to let it keep talking. Deep down, they are not ugly or stupid or unlovable or bad or worthless. Deep down, they are strong. They are heroes.

Speaking of heroes, here's Joseph Campbell: "Atonement consists in no more than the abandonment of that self-generated double monster—the dragon thought to be God (superego) and the dragon thought to be Sin (repressed id)." When the superego's judgment is no longer powerful enough to annihilate us (puny God) and the id is accepted by the ego without fear (I'm always angry), our wholeness is restored, our place in the cosmos is found, and we are free. It hits us so hard, all we can do is scream.

Don't let anyone tell you that silly popcorn movies don't matter, or that they can't be smart or beautiful or profound. A silly popcorn movie can change your life. All it has to do is create characters with identifiable, human problems, and let them work out those problems over the course of the story. Stories are about change, and about people, because ultimately, they are about you, the person sitting in a dark theater, working out your baggage by projecting it onto CGI cartoons of overly handsome actors.

Here's another way to put it: The extent to which a movie invests in character-based, character-driven storytelling is the extent to which it recognizes, appreciates, and honors the humanity of its audience.

So when Age of Ultron doesn't invest—when it goes by the assumption that the formula, and the formula alone, is enough to appease the popcorn-eaters—it says something pretty bad.

And now we can talk about the sexism.

My ultimate take on Joss Whedon's "feminist" screenwriting is that it's a byproduct of good writing, period. The writer he most reminds me of is Charlie Kaufman: They're both deeply personal writers, who clearly have a wide variety of sexual hang-ups, and to the extent that these hang-ups center on women, they probably do affect their perceptions of real-life women in many ways. Plenty of women have noted that Whedon's fixation on emotionally vulnerable, eighty-pound teenage girls is disturbing and off-putting, and I would tend to agree. Charlie Kaufman's apparent belief that a sexually awakened, self-realized woman wouldn't need him, and would therefore abandon him to a hostile universe, is also kind of weird and upsetting, or (at least) a good reason not to ask Charlie Kaufman out on a date. However, because Kaufman and Whedon are good writers, who understand why stories work, when they sit down to write a story, they feel the obligation to make all of the characters identifiably human, including the women. This is, sadly, so rare that their female characters are often more well-rounded and interesting than almost any other characters out there, including a lot of characters written by people with better sexual politics.

But when the character-based screenwriting breaks down, so does the feminism. Black Widow is just as ill-served as every other character in that story, but because she's a woman, it's politically offensive as well as aesthetically offensive.

Let's take a moment to recognize that, given the paucity of time for character work in Age of Ultron, nearly all of the character development is done with shortcuts. I'm talking real hack stuff, like "each character has a hallucination establishing his inner conflicts and backstory," or "we know this character is old-fashioned because he doesn't like swearing" (brought up so many times that I get the sense it was meant to pay off, in the same way the constant questions about Banner's "secret" paid off last time—was there a climactic F-bomb from Steve that got cut for the rating?) or even "the circle of life is established by naming a baby after the dead guy." (This, aside from giving me flashbacks to the infamously terrible ending of Harry Potter, is especially egregious because the baby's mother never met the dead guy—and, if she ever knew that the dead guy existed, which is highly debatable, she knew him as "that guy who's trying to murder my husband." She names her baby after someone she never met, on the premise that her husband once slightly got along with him for about two hours. Stirring!) Jokes get underlined by characters explaining them and noting that they were humorous. Some characters just walk into a room, announce their backstory, and leave. ("How are you, Sam?" "I AM HAPPY PURSUING OUR MISSING PERSONS CASE IN DC.") Nothing ever really gets written, or earned, just vaguely outlined. It's a whole script made of placeholders.

But when you're doing all your character work with shortcuts, and you have to write a shortcut for your female character, what do you come up with?*She's that one dude's girlfriend, *obviously, is a time-honored shortcut, used or teased by every Marvel writer who's put Black Widow in a movie—as a woman, she's an Other, and a sexual object, and therefore must be deployed as a potential or actual sexual reward for a male viewpoint character, rather than being a viewpoint herself. But that's the same problem you find with every woman in every Marvel movie (Gamora, Agent Carter, Pepper, whatever Natalie Portman's name is supposed to be) except for Maria Hill, who is clearly saving herself for her one true love, Exposition. If you want to deepen your female character past being a sexual object, in a movie that has no time or patience for anything resembling "depth," what conflicts do you give her? Well, women have babies, right? Women want babies. Okay. She can't have babies. She's sad because she can't have babies. There you go! Depth established!

I mean, it's disgusting. Defining your female character's motivation solely around the Betty Crocker axis of "wants boyfriend" and "wants babies" is 100% disgusting. But if you look around,all of this is disgusting, because all of the characters are exactly this vapid, because Whedon can't get more than five or ten minutes to establish or complicate their motivations, because Marvel is mandating that he not waste screen time on things like the characters' motivations when he could be shooting ads for their other movies, because Marvel doesn't care about men, women, or anything except getting you to show up in a few years for the next installment of Avengers.

I never thought I'd be the kind of person who believed that a crime against feminism was less important than a crime against storytelling, but in this case, they're so interconnected that it's hard to tell the difference. When you can't write, you can't write women.

There's an alternate interpretation for that Hulk-slams-Loki scene in the first Avengers. I try, very hard, to believe it's not the correct one. Because it's an evil message, which cynics will tell you is at the heart of every comic book movie. It is: Punching is better than talking.

It happens in a lot of big, commercial movies, right? There's a guy who talks a lot, thinks, plans, tries to get somewhere by thinking. In the end, that guy is evil, because thinking is bad. He has to be subdued by the heroic brute: The guy who's just "normal," who's more like you, more pure, because instead of thinking and analyzing, he just *feels *and does. Loki thinks he can get somewhere with a monologue, but surprise! Giant biceps trump clever monologue, every time.

So there's your other interpretation, the thing I think is at the core of Marvel's contempt for people: Punching is better than talking. Doing is better than thinking. Instinct is better than intellect; big is better than smart. We don't need to understand the Stormtroopers; we don't need to talk to them. That's thinking, which is boring. We just need to kill: They don't have names or histories or families or feelings, and by slaughtering them, thousands of them, we prove that we can do.

The audience doesn't need dialogue or character or psychological growth. The audience needs explosions, because they're animals, and all they want is blood on the floor. The audience doesn't need to be surprised or challenged with a new story. The audience wants the old story, because they've bought it ten times already, and at the end of the day, we just convinced these fucking yahoos to wait three years and pay us twenty dollars so we could tell them to come back in four years and pay us $40. Now you think they want personal growth? Give me a break. They're barely even people.

I mean: You pump this message out into the atmosphere, and then you're surprised when the biggest fans are ready to send death threats to a director to save the Almighty Brand? Punching is better than talking, rage is better than understanding, conflicts are resolved by annihilating the other person without feeling bad about it: You just told them that. Over and over, and made them pay for the privilege of hearing it. You can't possibly be surprised that they believe it's true.

It kills me that I am so bothered by this. I understand that these movies are power fantasies for nine-year-olds: At the end of the day, accepting that they're stupid is probably smarter than wishing for them to be smart. But this is the epicenter of pop culture. Everyone is expected to share power fantasies with nine-year-olds now, and worse than that, to take them seriously; to make them into a lifestyle. The Marvel virus has already overtaken movies; now, it's infiltrated a new host, TV, and is hollowing it out from within.

The aim is not one or two bad movies a year, it's a total lifestyle regimen of bad pop culture: In order to keep up with Avengers, you need to keep up with Iron Man, Captain America, and Thor, and in order to keep up with those, you should probably be watching Agents of S.H.I.E.L.D., which will really help you keep up with Ant-Man, Doctor Strange, Captain Marvel, and Guardians of the Galaxy, and in order to make sure you're on top of these nine essential movie franchises and able to make sense of their plots, you'll need to keep a constant stream of Marvel product in your life, so make sure to tune in for Agent Carter, Daredevil, Jessica Jones, and, of course, the forthcoming Hulu triumphs, Ant-Man's One Weird Friend Gary and Guy Running Away From Explosion In Panel 17.

The problems with Marvel's storytelling will be the problems of narrative storytelling for the foreseeable future. Once this is over, we'll be dealing with a generation raised on this stuff, who believes it's how storytelling ought to work: Harry Potter came out when I was in high school. I'm in my thirties, and I still haven't seen the end of the "serialized YA fantasy" onslaught. Something this big sticks around.

I love stupid popcorn movies. I do. I believe they can be emotionally resonant, mythic, that they can do the same thing all stories are meant to do—speak to the soul; challenge us to be more and better than we were — and can use big, fantastic elements to tell big, human truths. I also believe that Marvel has no investment in doing so; that, even if they manage to grab a director who is capable of doing those things, the prioritization of the brand and the formula over individual creators will ultimately sabotage the attempt.

Avengers: Age of Ultron wasn't just bad. It was, to me, proof that Marvel movies, even at their best, can only be bad. And that they are going to get worse. The human mission has been lost: these are faceless Stormtrooper movies, unleashed in waves upon the presumed-to-be-faceless Stormtrooper audience. Stories are an affirmation of our human value; they teach us what life means, make and keep us human. Marvel, by removing the human from its storytelling, may be bringing about the end of story altogether. Fuck Ultron: Marvel Comics has built the army of machines that might really end the world.