When it hit theaters in 2012, Marvel's "The Avengers" was a satisfying conclusion to the "Phase One" series of Marvel films, but it was also a great movie in its own right. Even though it had a large cast of characters (any of which could carry a film on their own), "The Avengers" deftly balanced individual stories alongside an overall arc. "The Avengers: Age of Ultron" attempts to re-create the same formula and is largely successful, but it stumbles due to a poorly focused story.

Much like "The Avengers," "Age of Ultron" is designed to be a conclusion to the "Phase Two" series of films. Passing references to "Iron Man 3," "Thor: The Dark World," "Captain America: The Winter Soldier" and "Guardians of the Galaxy" abound. If you've seen them all, "Age of Ultron" is better for it. If you haven't, "Age of Ultron" attempts to cover the high points, but it does gloss over some of the more important bits. For example, if you missed "The Winter Soldier," the lack of S.H.I.E.L.D. might seem a little odd.

Interestingly enough, "Age of Ultron" doesn't rely on world-building like the previous films. Yes, Ultron is a threat, but he's very much a local threat. He was created by Tony Stark (Robert Downey Jr.) and represents Stark's unchecked ego run amok. Though he can put up a fight, Ultron never really seems a match for the Avengers by himself. For that, the wannabe Terminator has to rely on two new mutants, Quicksilver (Aaron Taylor-Johnson) and Scarlet Witch (Elizabeth Olsen). Orphans who were experimented on by Hydra (teased at the end of "The Winter Soldier"), the two have been raised to hate the Avengers and blame Stark for the death of their parents.

Taylor-Johnson does a good job of differentiating this interpretation of Quicksilver from the one that appeared in Fox's "X-Men: Days of Future Past." It's an oddity based on both studios having the rights to the same character, but the treatment in "Age of Ultron" feels more authentic. Olsen puts in a great performance as Scarlet Witch, highlighting the fact that her powers aren't completely under her control and making her a multifaceted adversary.

Of all the characters that make an appearance (some being little more than extended cameos), it is Hawkeye (Jeremy Renner) who really carries the film. Hawkeye is the moral center of the story, balancing his own demons with the challenge of facing off against insurmountable odds. He doesn't have any super powers, just a good deal of skill with a bow, and he knows it. Hawkeye is always keenly aware of his own mortality, but he's more than willing to put himself in danger to ensure the safety of others. It doesn't hurt that he also has some of the best lines in the film.

"Age of Ultron" delves into the personal lives of some of the other characters as well, giving us more insight into the Hulk (Mark Ruffalo) and Black Widow (Scarlett Johansson). It is at its best when it does because the character development is easily the strongest element of the story. We see some brief hints of discord between Stark, Captain America (Chris Evans) and Thor (Chris Hemsworth), but director Joss Whedon surprisingly doesn't explore that conflict in any sort of depth. Instead of character development, he chooses to devote a large portion of the film to set piece destruction, giving us flash over substance.

All of the fights in "Age of Ultron" feel like they've worn out their welcome long before they're over. Yes, Iron Man vs. the Hulk sounds cool, but the extended fight is no more interesting than the bit that was shown in the trailer. It's just the two of them tossing each other around. Aside from the opening assault on a Hydra base, "Age of Ultron" doesn't really give us a chance to experience the Avengers as a team. Instead, it's more like a bunch of short sequences, each featuring a different character, which were all spliced together. It never really feels like a coherent whole.

When it comes down to it, "Age of Ultron" feels more like necessary setup for "Phase Three" of the Marvel films, rather than the final chapter of "Phase Two." Ultron ends up being a rather forgettable villain and, aside from introducing new characters, little of substance actually happens. "Age of Ultron" is a good popcorn flick, but it doesn't raise the bar for Marvel films. Both "The Winter Soldier" and "Guardians of the Galaxy" are examples of Marvel doing it better.

Score: 7.0/10

"The Avengers: Age of Ultron" is rated PG-13 and has a running time of 2 hours and 22 minutes. It is showing in 2-D, 3-D and IMAX.

Editor's Note: "Age of Ultron" has a mid-credits sequence, but unlike most Marvel films, there is no after-credits teaser.