Three years ago, Joss Whedon was given an awesome set of toys to play with: a bounding, hulking man-beast; a crimson-haired femme fatale; a hammer-wielding Norse god; a deadly archer super-spy; a ballistic man made of iron; a patriotic super soldier; Samuel L. Jackson with an eyepatch. He had a big sandbox to play in, too; 2012’s The Avengers ran a whopping 2 hours and 20 minutes, giving him plenty of room to smash his new toys together, give them quippy things to say and conjure up some villains (alien invaders and a smirking, meddling trickster) for them to save the world from. It was big, it was loud, it was a hell of a lot of fun, and all us kids standing around the sandbox showered him with applause once the dust settled and the show was over. Then, he called it a day, putting his action figures away until his next grand production of geek theater.

That brings us to The Avengers: Age of Ultron, Whedon‘s hotly anticipated encore performance. The super-sequel has got everything you’d expect: insane action scenes, clever one-liners, high-stakes drama and geeky easter eggs galore. It’s exciting to have Whedon return to the MCU playground, but there’s a problem: he’s got about twice as many toys as he did last time. Suddenly, the sandbox seems a bit crowded. With four major storylines going on simultaneously and a staggering number of superheroes and villains to keep track of, Marvel Studios’ latest summer blockbuster feels stretched too thin.

On the other hand, it never feels jumbled or messy; Whedon is a seasoned storyteller, and he somehow manages to make this tightly packed mega movie feel pretty well-organized, streamlined and easy to follow. He never loses command of his band of heroes, but what he’s lacking is prioritization. Each of the nine (!) primary characters is given a rich backstory and emotional arc to explore, which sounds cool until you realize that, due to time constraints, they have a mere handful of scenes to get the job done. As a result, the storylines feel abbreviated across the board.

It’s unfortunate, because there’s some really interesting stuff going on here that could have used more time. Robert Downey Jr.‘s Tony Stark sets up the main conflict early on, strutting unknowingly into a world of tech trouble when he and The Hulk himself, Dr. Bruce Banner (Mark Ruffalo), inadvertently birth Ultron (the villain of the film’s subtitle, voiced by James Spader), a sentient A.I. designed to protect the world, but who instead decides to purge it of the “poison” that is humankind. What hath Stark wrought? A.I. panic is fascinating, relevant subject matter that Whedon unfortunately has precious little time to explore (look to Alex Garland’s recent Ex Machina for deeper insight).

Where Whedon excels is at building his characters in quick strokes with tasty details that stick to the back of your brain like bits of candy. It’s amusing, for example, when you realize that Ultron has somehow inherited Stark’s glib, quick-fire sense of humor: When a group of scientists run away from him screaming after he brutally murders several of their colleagues, he sarcastically pleads, “Wait! Guys?!” as if he’d made an innocuous party foul. The tyrannical robot is clearly his father’s son, and yet throws a fit at the slightest notion that he’s anything like his genius-billionaire-playboy-philanthropist daddy. Whedon’s always been great at giving his villains a human dimension (Buffy fans holler), and Ultron is no exception.

Iron Man’s robo-baby issues aside, the relationships between he and the rest of the Avengers are deepened and expanded. Black Widow (Scarlett Johansson) and Dr. Banner explore further the flirtation teased in the first film, providing an unexpected taste of romance. Captain America (Chris Evans) takes issue with Stark’s reckless exploitation of technology (setting the foundation for the impending Civil War), and Thor (Chris Hemsworth) does some extraneous soul-searching that’s mostly there to set up his next solo movie. Franchise newcomers Elizabeth Olsen and Aaron Taylor-Johnson join the fray as Wanda and Pietro Maximoff, a pair of “enhanced” twins who carry a deep-seated vendetta against Tony Stark.

Surprisingly, the film’s most poignant presence is that of Jeremy Renner‘s Hawkeye, who’s been significantly upgraded from his second-tier role in the first movie. We get to see a bit of his refreshingly ordinary home life; his wife is played by Linda Cardellini, who gives a terrific, grounded performance that comes completely out of left field. Through Hawkeye, who’s essentially a man amongst gods, Whedon defines both the story’s stakes and what being an Avenger truly means.

I’d be remiss if I didn’t mention the thing most ticket-buyers will be paying to see: the action. The sweet, sweet, fist-pumping, “I can’t believe I’m seeing this” action. The movie opens with a snowy raid on a Hydra fortress in the fictitious Eastern European country of Sokovia. There’s a slo-mo shot (featured prominently in the trailers) of all six heroes charging through hoards of Hydra henchman phalanx-style, each Avenger locked in the most badass action pose you’ve ever seen. It’s ridiculously cool. On the other end of the film, we see Iron Man, Thor, and their new buddy, a monk-like floating android called Vision (Paul Bettany), attacking Ultron with laser beams and lightning bolts in unison. Again, ridiculously cool!

Moments like these are so slathered in comic-book awesomesauce my inner geek spontaneously combusted with excitement. Yes, the action can be a bit hollow and flashy, like watching the Harlem Globetrotters light up the court. But you know what? I love the freaking Harlem Globetrotters! (Especially when they were on Gilligan’s Island!) If I’m being honest, I could watch Iron Man pile-drive The Hulk through a skyscraper over and over without a word of complaint.

Avengers: Age of Ultron has no obligation to be the be-all-end-all epic most people want it to be. In reality, it’s nothing more than the action-packed culmination of three years-worth of superhero solo movies, and that’s fine by me. I did have problems with how evenly the narrative focus was spread across the main characters (I’d have much preferred Thor’s lame side story be cut in favor of more “Hawkeye at home” time), and I do feel like the existential quandary embodied by Ultron could have been fleshed out more.

But then I think about a fantastic party scene early in the movie in which the gang make a fun wager to see who can lift Thor’s precious Asgardian hammer, Mjolnir. Cap gives it a wiggle; a look of panic flashes across Thor’s face. The friends exchange Whedon-esque banter, sip some bubbly, talk a little trash and share some laughs as they use their incredible powers for cheap entertainment. It’s lighthearted, juvenile fun. Can’t be mad at that.