In between, the film is darker than the first installment as the Avengers are torn apart and in-fighting erupts. The main story gets confusing during the middle for anyone (most people) who have no idea what the technical gibberish Tony Stark (Robert Downey Jr.) and Bruce Banner (Mark Ruffalo) spew out.

The Avengers are aiding the remnants of S.H.I.E.L.D. to root out the forces of HYDRA. What HYDRA's plans are is not obvious. This might be a setup for the next Captain America film. To help in their escape, The Twins are released upon the unsuspecting Avengers.

Pietro Maximoff/Quicksilver (Aaron Taylor-Johnson) has super speed and aparently, super strength. Wanda Maximoff/Scarlet Witch (Elizabeth Olsen) can implant thoughts/visions into another person. She also can harness some type of red energy.

During the opening battle, Iron Man shows his frustration by swearing. Captain America/Steve Rogers (Chris Evans) promptly chastizes Stark for his language. Not being ones to let a good joke end, The Avengers spend the remainder of the film making fun of Captain America anytime someone else swears.

Quicksilver's introduction is also a series of great jokes. Hawkeye/Clint Barton (Jeremy Renner) fires one of his explosive arrows at a bunker. He ducks behind a tree waiting for the resulting boom. Nothing happens! Seconds later, Hawkeye finds himself flat on his back. Captain America asks him what happened. A bewildered Hawkeye says there is an unseen enemy here. After a brief pause he adds, "Still haven't seen him."

Joss Whedon adds a new twist to the dicotomy. After the battle ends, The Avengers have trouble calming down The Hulk (Ruffalo) who continues to smash anything and everything within reach. Agent Natasha Romanoff/Black Widow (Scarlett Johansson) is sent in. Romanoff is able to reach past the rampaging Hulk to Bruce Banner and tame the savage heart. These two are still haunted by what they have become. Despite that, feelings blossom between them.

Once the team returns to Stark's building, Stark and Banner continue working on their pet project: Ultron. Ultron is a robot that Stark plans to use to replace the Avengers so the team can steer clear of harms way. They just cannot get it to work.

Somehow (explained in the post-credit sequence), Ultron is activated and quickly attacks the Avengers. Stark has implanted Ultron with the desire to evolve in order to learn and adapt to any contingency. Unfortunately, Ultron leans that extinction is a natural process on planet Earth and it feels no regret in causing the extinction of the human race.

The story gets more complicated when the Avengers realize Ultron is looking for a certain metal. The same indestructible metal used in Captain America's shield. If Ultron can rebuild itself using this metal as an outer shell, it will be all but indestructible.

The Avengers run into deeper trouble when they encounter the Red Witch while trying to stop Ultron. Under her spell, Tony Stark sees the destruction of the Avengers due to his cocky attitude and supreme confidence in his own abilities. Captain America is haunted by the loss of his one true love, Agent Peggy Carter (Hayley Atwell). Black Widow relives her final days before her "graduation" as an assasin. She is hiding a terrible secret. Thor finds himself amidst an Asgardian orgy. There is no telling what Bruce Banner sees. He is immediately transformed into The Hulk and goes on an unstoppable rampage.

Interestingly, Thor sees something else in his dream. He is haunted by not being able to identify the source of his unrest. Thor enlists the aid of Erik Selvig (Stellan Skarsgård) to help him to "re-view" his dream. Stellan Skarsgård is only in the film for this brief scene and once again Whedon writes in the humor. Seeing Thor dressed as a "regular guy", Selvig comments, "I like the incognito look." Thor replies with a smile, "Just trying to blend in."

The central part of the film becomes confused. As the Avenger's numbers grow due to individual story lines/solo movies, keeping track of all of the characters is not easy. Dr. Helen Cho (Claudia Kim) is some kind of scientist. She heals a serious wound of Hawkeye's by implanting his wound with a synthetic skin that will grow and eventually become his own skin.

Ultron discovers Cho's research and begins to create an upgrade to himself: a robot covered by living tissue with an entirely new infrastructure that will make Ultron a "new" unique lifeform.

The Avengers are barely able to sidetrack Ulton by stealing his developing entity before completion. Cocky and overconfident Stark and Banner continue with their Ultron project but with some modifications. They implant the entity with Stark's computer counterpart Jarvis (Paul Bettany). The new entity evolves into Vision. Only by reading the credits does the name Vision become associated with this new character.

Thor's prior vision reveals the existence of some kind of stone with some kind of magical properties. The stone somehow found its way into Loki's scepter and somehow into Vision.

Returning to the twins, Elizabeth Olsen and Aaron Taylor-Johnson do not have much to do other than advance the story. Neither is thunderstruck at being betrayed. Oh well, time to switch alliances and become Avengers themselves for the final spectacular confrontation.

Only a master filmmaker/storyteller as Joss Whedon can develop, shoot and edit this film. The daunting task is made easier since Whedon can envision his own film as he writes the story and the eventual screen play. What would be the result if another director was handed this complex script and told to go shoot it? Probably a disaster.

Whedon has the skill, desire and the energy to pull off this film remarkably. The story has plenty of heart but without the smaltz. There are tender moments along with suspense, intrigue, action, humor, and plenty of surprises.

The cast is truly stellar. Every actor takes his/her part seriously, which is very important for this type of action/fantasy film. The regular cast members are becoming much more comfortable in their separate roles. The Avengers fragment as tensions mount, much like the first installment. When they reunite for the finale, the result contains as much action as humor.

Thor is being choked to death by Ultron. Thor is defiant saying he will fight as long as there is still breath in his body. Actor Chris Hemsworth babbles on until, without missing a beat, he says, "I'm running out of things to say." The Vision then clobbers Ultron. Great fun.

The best lines go to Jeremy Renner. As the battle rages around them, he tells Red Witch that he is going back out to fight. He doesn't care whether she stays and hides or joins the fight. But, if she goes outside, she is an Avenger! Renner is great in his delivery. Hawkeye delivers an ultimatum but he doesn't give her much of a choice.

If the ranks of the Avengers continues to swell, the next film will need to be a two-parter just to give all of the characters some screen time. Joss Whedon has opted out of the next film. The next film could be a collosal catastrophe.

In the meantime, Avengers: Age of Ultron is a great summer action film that works on many levels. The film is non-stop action and at times outright hysterical. The special effects are truly amazing. Destruction and mayhem threaten the entire planet with only the Avengers standing in the path of total distruction. What more could anyone ask for? Have fun. Whedon and the cast certainly did!