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In the annals of moviedom, it's oft been noted that a first sequel — "The Godfather Part II," "Star Trek II: The Wrath of Khan" — can actually surpass the original. Most of the story and character background has already been established and there's the chance to delve deeper.

This is certainly the case with "Avengers: Age of Ultron." We already know the bulk of characters and how they came together, their surface tensions and strengths. Now director-writer Joss Whedon has the opportunity to build relationships, flesh out disappointments, even look to what apparently is an uneven future.

Not that this movie isn't the expected huge barrel of noise and fireworks. It starts out running, in battle, and rarely slows down. But slow down it does, not with the long dead spots that marred the original "Avengers" film, but with well-chosen interludes that offer a glimpse into each major character's struggles and individual lives.

It's hardly a long-winded therapy session — Hulk still Smash plenty — but the human touches make for a far better superhero experience.

Now, as to that superhero thing. There are even more of them this time around, so many that Whedon has a tough time squeezing them all into his patented circling-round-the chaos shots. But squeeze he does, even as he continues to drop one liners and physical jokes into the mayhem.

Things start out in the fictional country Sokovia, where the Avengers are storming the fortress of Hydra, the Nazi organization left over from the Captain America movies. They win the day, of course, but can't capture two super-villains there — the twins Pietro Maximof (Aaron Taylor-Johnson), who is called Quicksilver because he's super-fast, and Wanda Maximoff (Elizabeth Olsen), called Scarlet Witch because ... well, she can really mess with things, including people's heads.

The twins were orphaned when Stark Industry bombs hit their home, so they hate Tony Stark (Robert Downey Jr.), otherwise known as Iron Man, and the other Avengers by association. This becomes more important when Stark decides to invent a guardian to protect mankind and instead ends up with a renegade artificially intelligent super-robot named Ultron (a perfect James Spader) who also makes the Avengers his sworn enemies.

Meanwhile Captain America (Chris Evans) is starting to realize he'll never live anything like a normal life; Black Widow (Scarlet Johansson) finds herself falling for Bruce Banner (Mark Rufffalo), who has the fortunate/unfortunate habit of turning into the Hulk; and a very different side of Hawkeye (Jeremy Renner) is revealed. Thor (Chris Hemsworth) pretty much remains his muscle-bound Norse God self.

Sound like a lot of characters? We haven't even gotten to the coolest newcomer, the Vision (Paul Bettany, who has long played Iron Man's accomplice Jarvis). And of course there's Nick Fury (Samuel L. Jackson), his wingwoman, Maria Hill (Cobie Smulders), Iron Man's cohort, War Machine (Don Cheadle), and all sorts of folks who show up in flashbacks (Julie Delpy is in this movie. Julie Delpy!)

If that seems more like a phone book than a cast of characters, the sheer bulk of bodies makes the momentum here all the more impressive. There are a couple of times — short-lived — when everybody sort of calms down and shoots the breeze like regular folk, offering welcome semi-normalcy. But, for the most part, "Avengers: Age of Ultron" is the hard-charging, mind-boggling spectacle fans are looking for. Smash indeed.

tlong@detroitnews.com

twitter.com/toomuchTomLong

'Avengers: Age of

Ultron'

GRADE: B+

Rated PG-13 for intense sequences of sci-fi action, violence and destruction, and for some suggestive comments

Running time: 141 minutes

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