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.

Strange, off-putting, sick in the head; these terms only begin to describe Tommy Lee Jones’ The Homesman. Troubling, thought-provoking, unpredictable…those fit, too. But they still aren’t enough. Jones’ second directorial effort is an elusive experience, difficult to pin down in many ways, though it comfortably belongs to the genre of Western. Here’s the most important thing I can say: What becomes of the film’s hero, a tough-willed frontierswoman by the name of Mary Bee Cuddy (played by a top-form Hilary Swank), left me stunned, confused, haunted, and sick to my stomach. Jones took me somewhere I didn’t want to be, somewhere deeply unsettling that; I find that admirable.

The story comes from a Glendon Swarthout novel, set in 1855 Nebraska. This isn’t a tall tale of cowboys with big guns, big britches, and big egos, but rather a solemn, contained story about a handful of sad, broken souls, bound together by circumstance. When we meet Cuddy (on her farm, which she built herself and takes pride in having done so), she’s dug herself into a sorry situation, offering her hand in marriage to a man over dinner. He calls her “plain” and “bossy” before hitting her with a stiff rejection. The townsfolk view Cuddy with much respect (though they too find her to be “plain” and “bossy”), and the local minister (Jon Lithgow) addresses her with particular admiration and thinks her work ethic and toughness make her as good a man as any. Why a “good man” and not a “good woman”?

The film’s commentary on gender inequity (an imbalance which tragically isn’t much different today than it was back then) is, like everything else in the movie, underplayed and largely expressed between the lines. In our eyes, as a modern audience, Cuddy is an extraordinary woman who has literally built a life for herself with her bare hands. To describe her as “plain” is laughable to (most of) us, but back then, women were only of interest if they fit a certain mold, looked a certain way, and fulfilled specific, “ladylike” societal requirements. Cuddy didn’t meet the requirements, so to everyone around her, she was of no interest. I think that’s what they mean by “plain”.

Cuddy’s entrusted with the task of transporting three mentally disturbed women across the frontier expanse between Nebraska and Iowa on a wagon to deliver them to a reverend’s wife. It’s a risky endeavor, even for the thick-skinned Cuddy, but just as she’s about to embark on the trek she comes across a man about to be hanged, the horse between his legs the only thing saving him from the noose. The man is a drunkard claim-jumper called George Briggs, who agrees to help Cuddy on her escort mission as payment for saving his sorry hide. We then follow the five travelers through the snowy, barren trails they hope lead to a better place, their minds and mettle pushed to the breaking point as madness slowly poisons them all.

Their journey isn’t exciting or full of grand heroic acts like the ones you’d find further West in John Ford’s Monument Valley; it’s full of sorrow, unanswered prayers, and bitter reality. Jones isn’t interested in pleasing crowds; the horrors the travelers encounter are grisly, blunt, and come at the most unexpected times. I found myself reeling every time the plot refused to go in directions that seemed most logical or convenient. Almost every plot twist and turn is an unpleasant one. One key revelation mid-film is an absolute knockout, its stark grotesqueness so shocking you could practically hear every jaw in the theater hit the floor.

That being said, the film is beautiful: the painterly landscapes are drop-dead gorgeous, and even though there’s a sense that doom lurks behind every tree and under every rock, there’s a strange, fatalist serenity to that. There are moments when the characters support each other (one in a river is tearjerking), but they fail each other more often.

The role of the cantankerous Briggs is right up Jones’ alley. Much like Jeff Bridges’ turn as Rooster Cogburn in the Coens’ True Grit, Jones’ Briggs is an unstable madman with more heart and moral fiber than you’re led to believe he has the capacity for. While there are some big names making brief appearances in the story’s periphery (Lithgow, Meryl Streep, and James Spader, all of whom do a fine job), Swank is the one who mesmerizes, the one who rips out your heart and tramples it. A fireside confession by a stripped-down Cuddy (literally and figuratively) to Griggs is so elegantly under-expressed that you won’t know what’s truly going on until it’s too late and you’re clobbered right in the gut. The way Swank slowly chips away at, then smashes Cuddy’s walls of strength into a pile of rubble, is inspired.

You could look at The Homesman as a subversion of the American West mythology, with most of the key narrative events pointing to the reality that the bad guys are more often then not rewarded for their crimes. Its more compelling form, however, is as a feminist Western, a sobering reminder of how little has changed in society since the dark days the story covers. The societal pressures put on the women on Cuddy’s wagon drove them to lose their damn minds. Are things really so different these days?