Avengers: Age of Ultron is a complicated, ticking machine — a cuckoo clock under attack. Returning helmer Joss Whedon is earnestly trying to make a movie out of a bag of bolts: six stars, nine cameos and three enemies, plus at least 10 films to go before the climactic Avengers: Infinity War — Part II opens in May 2019. In Age of Ultron's opening tracking shot through a forest battlefield, you sense Whedon racing to cram it all in before the bell tolls.

His camera (or really, his computer) swoops from Black Widow (Scarlett Johansson) steering a jeep to Hawkeye (Jeremy Renner) zipping arrows, then to Thor (Chris Hemsworth), to Captain America (Chris Evans), to the Hulk (Mark Ruffalo), to a slow-motion tableau of the five leaping toward the right as Iron Man (Robert Downey Jr.) whizzes overhead, sucking the lens into his backdraft and pulling us to a firefight over a medieval fort. Finally, Whedon exhales and cuts, giving the first close-up to, of course, that megalomaniac and box office cash cow Tony Stark.

Our tone is set, not that we didn't know the tone already. Age of Ultron doesn't bother with surprises. It simply is: a movie monolith for the devout. A Zen calm has overtaken the characters, who fight and flip without ever being short of breath. Laser bolts can miss them by inches and they'll nonchalantly crack a joke about home remodeling, as though that seconds-ago near-death never happened. Though the whole planet is in peril — as ever — their attitude is so low-stakes that we forget, too. In the Age of Under-Slept Animators, blockbuster warfare is just a digital blur.

Whedon, who also wrote the script, recognizes that fans come for the kicks but remember the quips. He wants to give us everything, and that he fits it all in is its own kind of feat. Age of Ultron is a middling film, yet it's so heavy with his sweat that it never feels like a lazy cash-in — which for a preordained summer megahit is an accomplishment. Whedon is a people-pleaser, the kind of old-school director who can confidently pivot between genres, even within the same film. I sometimes think Hollywood would be better off with more master craftsmen like him, and fewer tortured geniuses aping Christopher Nolan. (Our film schools would certainly be emptier.)

Whedon seems as if he might be happy to split the difference and shave $50 million from Age of Ultron's total haul if audiences would applaud it as the best movie ever. (Many will anyway, but Whedon is smart enough to shun cheap compliments.) It's at once more mediocre and exhausted than the original, but also more thoughtful. The gags are still distracting — in the first film they mostly came from mean-spirited Stark acting like the emcee at a roast; now they're more tied in to the characters, such as Cap bemoaning that he can't afford to move back home to Brooklyn. Everyone's temper still runs as hot and cold as a hormonal teenager's, and midfilm the team are angry at one another just because the script says so. Yet Ultron is also more structurally stable than the first Avengers, which had to spend half its running time just shoving everyone into the same room. Since then, Thor, Iron Man and Captain America have all had full sequels of their own, allowing Ultron to allocate its attention to relative newbies Black Widow, Hulk and Hawkeye.

The Widow and Bruce Banner are beginning to flirt, which Johansson's Russian killer does with all the subtlety of a wallflower wasted on Tequiza at her goodbye-high-school party. Banner continues to be racked with guilt about his green rampages, and spends his cool-down time listening to opera on Beats by Dre headphones. There's a good moment when Thor fails to cheer him up by beaming, “The gates of Hell are filled with the screams of his victims!” And there's a great moment where Hawkeye admits to being marginal to the team, mock-groaning, “We're fighting a city of robots and I have a bow and arrow — this makes no sense.” But Hawkeye's newly revealed secret wife (Linda Cardellini) gets the best line of all, sending him off to war with, “You know I totally support your avenging.”

For all the fuss about these billion-dollar Avengers, that word — avenger — has been curiously overlooked. To avenge, one must first be attacked. Yet “avenger” best describes Ultron's new villains, Quicksilver (Aaron Taylor-Johnson) and Scarlet Witch (Elizabeth Olsen), as orphan twins from the war-torn fictional land of Sokovia, where locals speak English with a Dracula accent. Quicksilver and Scarlet Witch's parents were killed by Stark-brand bombs. Is it fair that they want Iron Man dead? Ultron dares to ask the question, but it can't actually answer.

Meanwhile, Stark and Banner are going on the offensive by designing an artificially intelligent weapon — Ultron — that Stark hopes will protect the world so he can retire, a wish the real Downey Jr. clearly carries in his bones. Naturally, Ultron decides that he can best protect the world by exterminating every human on it. Given that the film massacres four battalions of bloodless PG-13–appropriate robots, you can't really blame this bad guy, either. Whedon flirts with the idea that the destructive Avengers are bad for the environment. They're definitely bad for real estate developers, as they Hulk-smash several cities. (Stark thoughtfully purchases a skyscraper seconds before he flattens it to rubble.)

Of all the fated moments in the most foretold hit of the summer, the most honest comes when two robots stand on a hill admitting that mankind is doomed. Perhaps in 2035, an android can direct the 20th Avengers sequel.

AVENGERS: AGE OF ULTRON | Written and directed by Joss Whedon | Marvel/Disney | Citywide

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