The Avengers (Joss Whedon, 2012)

Let's get a couple of things out of the way. The Avengers opens on such a hollow note that its entire first act struggles to find any kind of footing at all. Trapped between a need for some basic exposition and a total disregard for anyone foolish enough to wade into this film without having seen its multiple-franchise foundations, The Avengers thus has nothing for anyone as it slowly, ever so slowly, brings together its collection of superheroes. And though I've never previously bought the charge that Joss Whedon is a smug writer, I nearly blushed at the self-satisfaction in some early exchanges and setups, so obvious and fan-massaging that their cynicism threatened to divorce me entirely from what I hoped would be Whedon's big break. Maybe all that trash-talking he'd done over the years for those who "misread" or "mishandled" his early film scripts was just a smokescreen for a writer whose considerable gift for television writing simply didn't translate to the more concise storytelling of cinema.

Then, something happened that has not occurred in any of the Marvel films leading up to this blowout: the movie kept getting better. Most of the previous films started with intriguing concepts and approaches before fizzling out in half-baked, perfunctorily executed action romps that served only to set up the chess pieces for this picture. Even Captain America, easily the best of the Marvel Studios franchise starters, dipped a bit in the middle, though it differs from its peers in that it finished strong where movies like Iron Man, Thor and The Incredible Hulk ended on lame notes. But The Avengers swaps the usual Marvel dynamic, moving out of a dull, lazy setup into something clever, well-observed and, ultimately, thrilling. By the time everything fell into place, my laundry list of complaints evaporated in the pure rush of Whedon's ambition.

The first act suffers for the unavoidably arbitrary nature of the events that bring Marvel's heroes together. When Loki (Tom Hiddleston) materializes out of his deep-space exile in a S.H.I.E.L.D. base on Earth, he instantly starts wreaking havoc and steals the Tesseract, that glowing blue cube that factored so prominently in Thor and Captain America. As MacGuffins go, the Tesseract isn't engaging or broadly explained enough for the severity placed on it to work, and even when Loki possesses S.H.I.E.L.D. agents (including Jeremy Renner's Clint "Hawkeye" Barton) and levels the secret, hi-tech facility, the stakes are so unclear that the worry in Nick Fury's (Samuel L. Jackson) face doesn't register.

But Fury cannot sufficiently stress the danger the world faces and sets about recruiting all the superheroes he met in those post-credits stingers in past Marvel films. Arduously, the film comes to each of these heroes—Tony "Iron Man"Stark (Robert Downey, Jr.), Bruce "Hulk" Banner (Mark Ruffalo, replacing Ed Norton), Steve "Captain America" Rogers (Chris Evans), Thor (Chris Hemsworth), and Natasha "Black Widow" Romanoff (Scarlett Johansson)—individually, rehashing their personalities and backstories before bringing them together. These scenes drag along with dead weight, giving the impression that Loki could have vaporized the planet in the time it takes the movie to even put these people in the same room, much less in a team.

Once Whedon does put all these larger-than-life personalities in the same shot, however, he displays a canny ability to subvert expectations for immediate, boisterous action. Whedon's television programs are filled with makeshift, uncertainly functioning families brimming with tension and different goals, and he compounds that spiky energy with these superpowered people. The first great action sequence involving the heroes is among each other, Iron Man and Thor trading blows as their target, Loki, looks on with a grin. And when they bring Loki bound to a flying aircraft carrier serving as S.H.I.E.L.D.'s mobile headquarters, the feeling that something horrible is about to happen is omnipresent.

This middle section allows Whedon to stretch out with his actors and, having moved past the flippant, insider-joke-laden dialogue of the start, truly delve into the characters. In a setup reminiscent of the Angelus arc in Angel's fourth season, S.H.I.E.L.D. puts Loki in a cage, limiting his physical movement and maximizing his psychological warfare. Hiddleston lets every jab and uncomfortable insight flick off his tongue on hot spittle, getting into the heroes' heads. My favorite scene of the film pits Loki against Black Widow, inverting Hiddleston's charm into frightening invective until Whedon pulls the rug out from underneath the moment in fantastically funny fashion.

Whedon's sarcastic humor and his gift for writing powerful but flawed characters suits him perfectly to Stark and Banner. Downey coasted in Iron Man 2, lazily delivering arrogant one-liners clearly written to capture the spontaneous, unexpected magic he brought to Stark. Here, though, he has better barbs, and better characters to square off against, bouncing off Captain America's uptight obsolescence and curiously prodding Banner in the hopes of seeing him transform. In Whedon's hands, Stark is no longer celebrated for his stand-offish, cocky nature but rightly seen as the insufferable, popular kid in high school. (Even the recycling of AC/DC's "Shoot to Thrill" from Iron Man 2 feels more like a jab at Stark's predictable egomania than a convenience of rights issues.) Yet it's also Whedon who gets the first true bit of humanity and empathy out of the billionaire genius, first in his kinship with Banner and then in response to an event that galvanizes the whole cast.

Ruffalo wastes no time establishing himself as the greatest Bruce Banner yet. His Banner has a perpetually remorseful, embarrassed look, asking others whether they know about him in the resigned but bashful way of a man who is used to having to admit a terrible secret to strangers but can never get used to the shame of the admission itself. He speaks slowly and deliberately, projecting a neutral energy that finds an anxious middle-ground between calm and angry. Even the animation for the Hulk is superb, using motion-capture and nuanced CGI to capture Ruffalo's sad eyes in the lumbering green behemoth. Thor and Captain America, incorruptible idealists, fare less well, as Whedon would need even more than the film's already-bloated running time to break down their two-dimensional goodness. Still, Evans at least gets to flex his acting chops with a constant, subtle discomfort befitting a man out of his time. I hope the next Captain America film gives Evans a meatier role to explore in the modern era.

The final act is at once irritating thanks to Whedon's clumsy action directing and exhilarating for how well he corrals everyone into the racket of Manhattan being torn apart by the Avengers and Loki's alien army. Spatial geography in the shots is incomprehensible, yet the larger image of the Hulk clobbering soldiers over there, Hawkeye picking off targets with casual precision, Captain America and Black Widow holding down the ground level et al. is easily traceable. The sheer ambition of the climactic sequence also helps, the tearing apart of a city reminiscent of a Michael Bay film but coordinated to give more heft to the characters and, generally speaking, to not delight in the wanton destruction. As thrilling as the sight of the Hulk punching some massive flying beast is, there's an urgency to end this chaos as quickly as possible counter to Bay's basking in pandemonium. Whedon is clearly having fun, but the climax works less as a dumb showcase for (admittedly great) special effects than as the throughline for these characters, their powers and their relationships to each other.

That idiosyncratic touch, a preference for the actual characters over the spectacle, doesn't redeem the film's many flaws of pacing, direction, and the occasional bit of dodgy dialogue. But it does it at least offset them, offering a fresh take on the Marvel formula that already feels set in stone after only a few years of dedicated work in setting up this mega-tent pole. Were I to simply look at the film on an isolate, critical level, I'd have to conclude that it was a failure. It languishes in a first act it does not even attempt to make interesting or coherent, then moves past that vital second-act inner conflict between the heroes too quickly, and finally flirts with mindless action in a way Whedon never has before. But like the Avengers themselves, the film works as a whole in a way it doesn't when contrasting individual elements. In fact, that tension among its unwieldy elements is part of the movie's charm, making it even more exciting when everything somehow comes together in a satisfactory way. Whedon may succumb to the fad of frenetic editing and jumbled close-ups on action, but I can think of few other filmmakers who could have made a film about a collection of Earth's greatest heroes and maintained focus so thoroughly on the way that team operated.