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Treading water. Those are not the words I want to write when describing Marvel’s latest superhero movie. Yet the biggest problem with Avengers: Age of Ultron is that it gives us everything we want and nothing we don’t.

Look at the stories Marvel has told most successfully – each has incorporated elements we could never have guessed at. Avengers feels talkier than a Gilmore Girls episode. Captain America: The Winter Soldier used the structure of 70s man-on-the-run movies. Guardians of the Galaxy had a downright Spielbergian sensibility and surprising emotion. We didn’t know how badly we wanted these elements until we were in the theater watching them unfold on-screen.

Age of Ultron takes no such risks. Without taking those risks, it doesn’t evolve the franchise. There are new characters and new gadgets, sure, but that’s the measure of a James Bond film where nothing really changes. Avengers was crucial because it changed our understanding of this universe and these characters. Age of Ultron does neither.

When you’re trying to please an audience more than tell a story, you also take some risks with pacing and characterization. The strength of the first Avengers is that – up until the climactic battle scene – Joss Whedon directed it like a really long TV episode. He turned his own limitations into a strength, which is essentially the story of Whedon’s career. I applaud him for leaving his comfort zone on Age of Ultron and going for something bigger, but it relies on the weakest talents of Whedon as a writer and director.

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The ratio of battle to conversation is inverted from the first Avengers, but Whedon is best when focusing on individuals’ struggles in a group dynamic. He’s only OK at the battle choreography. When we finally take a break from the action and get some badly needed backstory for Hawkeye (Jeremy Renner), the film completely finds its footing and the emotional space to engage its viewers again. Age of Ultron needed more such moments.

Characters speak to each other at an early party scene and the group dynamic works incredibly well, especially when relying on Maria Hill (Cobie Smulders) and Thor (Chris Hemsworth) to carry off the comedic timing. Unfortunately, it’s the only time we get to see the Avengers relate naturally – Bruce Banner (Mark Ruffalo) and Scarlet Witch (Elizabeth Olsen) both make decisions later in the film that are completely inconsistent with their characters. Why? The plot demands it.

The villain Ultron (James Spader) is a mad robot concocted by Iron Man (Robert Downey Jr). Ultron is the least consistent of them all. Early threats of a poignant vengeance story that frame the Avengers in a different light boil down to destroying the earth one more time and a climax lifted from the middle of the first Avengers.

Worst of all, the color is desaturated to make the film look bleaker. It’s all browns, grays, and reds. Marvel’s strength isn’t looking bleak. Their strength is being vibrant. If there’s bleakness, make it vibrant bleakness; why suddenly try to look like Man of Steel? These guys already proved that movie looked better with the original colors anyway. The internet just got done tearing apart a Batman v. Superman trailer for looking grimdark to the point of parody.

Age of Ultron isn’t that egregious – it’s more gray than dark and I can’t understand why. The franchise has gone to some dark places already without losing its visual flair. You can tell a story darker in tone without dimming its imagery. The use of color grading here doesn’t feel at home in this world.

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Age of Ultron is a greatest hits collection. The anthemic moments are all great, but they don’t mesh together the way you remember. You might miss the interludes that helped bridge epic moments together as a complete concept. Crammed together like this with so little space in between, visual sound and fury can just begin to feel visually loud.

All of this sounds pretty negative, but I did enjoy myself. By this point, Marvel can make a movie this profoundly flawed and get away with it. Most fans – myself included – have a lot invested in this franchise, so we’ll cheer on the strength of all we’ve been through with these characters before. Age of Ultron isn’t trying to be a complete film anyway, so is it fair for me to judge it as one? As an isolated movie, it’s a mess. Yet it’s not an isolated movie. It’s part of an historic experiment to create an entire storytelling universe across film and television.

If you lifted out any individual action scene from another Marvel film and evaluated that scene as an entire movie, you’d come away thinking it was flawed, too. This doesn’t mean it’s not still good as an action scene – and that’s what Age of Ultron is. It’s a 141-minute action scene, not a movie. If I assess it as a movie, it’s the worst in the Marvel stable. If I rate it as an action scene, it holds up just fine. It’s very, very watchable. It just doesn’t feel crucial.

It falls down the same hole The Hobbit: The Battle of the Five Armies did last year. It’s impressive and disappointing all at once. In a summer full of impressive-looking movies, that might make this one forgettable in the end.

Does it Pass the Bechdel Test?

This section helps us discuss one aspect of movies that we’d like to see improved – the representation of women. Read why we’re including this section here.

1. Does Avengers: Age of Ultron have more than one woman in it?

Yes. Scarlett Johansson plays Black Widow, Elizabeth Olsen plays Scarlet Witch, Cobie Smulders plays Agent Maria Hill, Claudia Kim plays Dr. Helen Cho, Hayley Atwell cameos as Peggy Carter, and Linda Cardellini plays a character I’ll let you discover on your own.

2. Do they talk to each other?

I’m racking my brain trying to come up with a moment. Black Widow may have a line or two with a young girl, but I’m not sure if they both speak. For all the women cast in Age of Ultron, I can’t actually recall any of them speaking to each other. It’s possible I missed something.

3. About something other than a man?

Black Widow talks about tactics all the time, but to the men in her group. There’s a cute moment where Thor and Iron Man invert the Bechdel Test and each try to one-up the other about whose girlfriend is more impressive, the Nobel Laureate or the energy CEO. It plays off of the old stereotype of bored housewives measuring themselves by comparing husbands at parties.

The men are also obsessed with the weight of Thor’s hammer; feel free to read into that whatever metaphors you like. There are some clever plays at how men act and are expected to act, but these are still centered on the men.

Black Widow has a serious moment where she discusses a condition that effects many women and that unfairly makes them monsters in the eyes of our culture.

I appreciate these moments, but it’s difficult to judge Age of Ultron on the whole. Like I say above, it’s one massive action scene. I’m disappointed that Black Widow and Scarlet Witch don’t talk. It’s strange that Scarlet Witch keeps needing to be reassured by men, especially considering that her powers include whatever the visual effects crew feels like animating in a given moment. Scarlet Witch also betrays her character’s motivation two-thirds of the way through the film without even blinking, but so does Bruce Banner…the film’s just incredibly messy with all of its characters, regardless of gender. Black Widow and Hawkeye are the only two who escape relatively unscathed.

All that said, Age of Ultron has some weird moments – editors Jeffrey Ford and Lisa Lassek borrow the old Michael Bay standby of women in low-cut blouses screaming in slow-motion as they lean toward the camera, which doesn’t fit this franchise at all. “Your ex-Soviet bloc country is being destroyed around you? Let’s see a slow-motion shot of your cleavage,” doesn’t exactly translate the momentous impact they think it does. Similarly, the camera leers at the back of Maria Hill’s dress but never comes to rest on Thor’s bicep or Captain America’s butt.

The gaze is decidedly one-sided, which isn’t exactly new for Marvel. It’s relatively innocuous compared to, say, the obsession Furious 7 has with all the latest swimwear, but it’s still pretty weird coming from Joss Whedon. In the end, it’s probably not enough of something to make a big difference, and the positive portrayals of women like Black Widow and Scarlet Witch matter much, much more.

That said, you have an ensemble full of intelligent women – a superhero, an international spy, an agent, a doctor. For god’s sake, let them talk to each other. It’s not much to ask since they’re standing in the same room already – let them banter back and forth the way the male characters do.

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