The most anticipated movie of the year, Avengers: Age of Ultron hit theaters last weekend. Its success is to be expected, the Marvel movie juggernaut just keeps steaming on ahead, even in movies that don’t bring near the star power that Avengers does. The second movie continues the standard that the first one set, though it doesn’t do so without some problems. Age of Ultron, for better or worse, is solidly dependent on the existence of the Marvel Cinematic Universe, with all of its call backs and cameos and set up for upcoming movies. Avengers: Age of Ultron does its best to be bigger and more than its predecessor, a futile task when that movie was already the biggest and the most.

Age of Ultron is positively stuffed. It runs two and half hours and rarely stops to let viewers catch their breath. The first movie was already so jammed full that most of the characters didn’t get anything even resembling an arc. This one adds more. Supporting characters from all the Marvel films make appearances, some little more than cameo’s but enough to keep them in mind. It is the worst a Marvel movie has felt like a commercial for others from the studio since Iron Man 2’s heavy handed set up for the Avengers. For the main cast, on top of the returning six heroes, this movie adds three more. And instead of Loki and an army of faceless monsters, this movie is decked out with more villains. That fact that it comes together into anything resembling a coherent story is remarkable.

Despite rushing through all of its story beats, the plot of Age of Ultron does remain coherent. It doesn’t need the team building from the first one, which lets them give most members of the team their own story to work through. The first movie felt rather like Iron Man and the Avengers; it was Starks story and the others were mostly there to help out. Stark again takes the lead, understandably. With the exception of Captain America, the others actually have some personal problems this time. Not all of them work, the romance between Black Widow and the Hulk kind of comes out of nowhere and her likening herself to a monster because she is sterile is an odd story beat, but they are mostly solid. Banner has trouble believing he can harness the Hulk for a good cause and Hawkeye has family concerns. None of them are much, but it is enough to make them feel like more than just action figures this time, though it also contributes to that over stuffed feeling that the movie has.I am sounding harder than I really feel about this movie. It is too much at times, but it is still a fun, well-made film. Whedon does his usual thing, with quippy dialogue and dynamic fight scenes.

Ultron is the signature Avengers villain, and he feels like a big enough threat to keep the whole team busy. Spader chews into his lines with his usual gusto, and it works a lot better than one would think for a killer robot. Whedon even nearly makes Vision an interesting character, a feat I thought to be impossible. That is a big part of what hold this movie back. The three Avengers it adds the team are some of the least interesting on the roster. Scarlet Witch, Quicksilver and Vision are C-list Avengers, the guys that fill up the team in the comics because Thor or Captain America aren’t available due to goings on in their own titles. I love seeing more obscure characters brought to live in movies, but here there are already more than enough characters and Scarlet Witch and Quicksilver are hampered by being cut off from their origin. An origin (their father is Magneto) that could have played into how the movie dealt with children, like Tony’s “child” Ultron or his shared child Vision or Banner and Widow’s inability to have children. But that was not to be.

In many ways, all the ways that seemed to matter, Avengers: Age of Ultron is a triumph. It is perfectly light and fun; a cotton candy movie. Like cotton candy, it is delicious, but has no substance. There are nods to it having some deeper themes, like the nature of parenthood and legacy, but they are lost in the deluge of action scenes and new characters. That the action scenes are as well realized as they are keeps it from being the disappointment. Sometimes you want some cotton candy.

***1/2