Even the poster is crowded.[/caption]

Within about 36 hours of its American theatrical release, Avengers: Age of Ultron has already grossed over $424 Million dollars worldwide (update: the final tally for the weekend is $626,656,000) and it earned the title of having the second-highest grossing opening day of all time, just behind Harry Potter’s final installment. Marvel Studios continues its Hulk-like rampage across the American cinematic landscape. Having now seen both the 2D and 3D (not worth it) versions of the film, I feel like I’ve done my part.

But I guess the real question is, “Was it worth it?”

The short answer is yes, absolutely.

The longer answer is, this is a film that has a lot of heart, goes out of its way to show its heroes actually being heroes, further develops key characters that haven’t had as much of a chance to be seen in other films, has a pretty compelling villain (almost entirely thanks to James Spader), and unsurprisingly features some phenomenal action sequences.

[caption id="attachment_3532" align="alignnone" width="693"]Avengers-Age-of-Ultron-Trailer-1-Hulk-Black-Widow Enough said?[/caption]

But it’s also significantly darker than its predecessor, a little less fun with fewer moments of levity, and it’s the first of Marvel’s films that I think really exposes the biggest risks and limits of their broader strategy.

Age of Ultron skips the usual recaps and introductions and gets right to the action.

Captain America, Thor, Iron Man, Black Widow, Hawkeye, and the Hulk are back together, battling an army outside of a heavily guarded base in the (ficticious) Eastern European country of Sokovia where Hydra’s mad scientist, Baron Wolfgang von Strucker, has been holding Loki’s scepter and using it in his experiments. We also meet Wanda and Pietro Maximoff, a pair of “enhanced’ twins known to comic book geeks like myself as Scarlett Witch and Quicksilver.

The mission: Get Loki’s staff, capture Strucker, and put down Hydra once and for all.

[caption id="attachment_3538" align="alignleft" width="350"]ultron Ultron is entirely brought to life by James Spader.[/caption]

Once they get the scepter, Tony Stark (Iron Man/Robert Downey, Jr. in case you’ve been living under a rock), and Dr. Bruce Banner (Hulk/Mark Ruffalo) spend the next few  days studying it and secretly use their research to create an artificial intelligence called Ultron, which is supposed to be a “suit of armor around the world” protecting humanity.

Instead, Ultron decides that the only way to save humanity is to destroy The Avengers, so he creates a few hundred bodies for himself, steals Loki’s scepter, recruits Scarlett Witch and Quicksilver, and it’s off to the metaphorical races.

After ten films establishing most of these characters, I’m personally glad that Age of Ultron wastes no time reintroducing everyone, but I’m also betting that more than a few people who might read the preceding paragraphs describing the plot will still have absolutely no idea what I’m talking about.

And this is basically the whole problem.

[caption id="attachment_3531" align="alignright" width="350"]Marvel's Hall H Panel For "Avengers: Age Of Ultron" Back: Chris Hemsworth, James Spader, Paul Bettany, Jeremy Renner, Mark Ruffalo, Samuel L. Jackson, Aaron Taylor Johnson, Chris Evans Front: Cobie Smulders, Robert Downey, Jr., Elizabeth Olsen, Josh Brolin Not pictured: Anthony Mackie, Don Cheadle, Idris Elba, Stellan Skarsgard, Hayley Atwell, Andy Serkis, and more![/caption]

The Marvel Cinematic Universe is getting remarkably crowded. By my count, there are no less than 17 significant characters in this film, including the ones I already mentioned, SHIELD brass Nick Fury and Maria Hill, War Machine (Don Cheadle, reprising his character from Iron Man 2 & 3) and Falcon (Anthony Mackie, who fist appeared in Captain America: Winter Soldier), and a number of others who I won’t mention here mostly for the sake of avoiding spoilers.

If that sounds like a lot now, just try to imagine what “Avengers: Infinity War” is going to be like in 2018 after we’ve added even more characters from the forthcoming Antman, Doctor Strange, Black Panther, Captain Marvel, the Inhumans, and probably an additional Spider-man film, not to mention the scheduled Captain America, Thor, and Guardians of the Galaxy sequels.

[caption id="attachment_3536" align="alignleft" width="350"]The-Marvel-Superhero-Movie-Calendar Still to come…[/caption]

The good news is, Age of Ultron handles this bloat amazingly well.

I think it’s a major testament to director Joss Whedon’s skill at handling large ensemble movies in a way that gives every character a chance to shine while giving the audience a reason to care about them. But to my knowledge, this is Joss’ last Marvel film (though I assume he’ll remain on in some capacity), so I’m starting to wonder how they’re going to continue to handle their accelerating expansion.

And that’s all to say nothing of the actors and other contracts in play.

As a film-maker, I look at what Marvel is doing as perhaps the single most ambitious project in cinematic history. It makes Linklater’s “Boyhood” look like a walk in the park, yet the masterminds behind all this like Kevin Feigi aren’t nearly as likely to rake in a bunch of Oscars.

The bottom line is, Age of Ultron is enjoyable, but it spends so much time planting the seeds for the rest of “Phase 3” that it doesn’t (and simply can’t) stand on its own as a movie. Fortunately, thanks to the world Marvel has spent the last 8 years building, it doesn’t have to.

Watch the trailer, go see the movie, geek out, skip the 3D: