When The Avengers hit theaters in 2012 it sparked a phenomenon. For the first time superheroes from across Marvel Studios’ films – Iron Man, Thor, Captain America, The Hulk – came together in one movie to battle aliens and save humanity. These sorts of major crossover events are all too common in comic books, but on film The Avengers did it first. And they did it best.

Naturally, the expectations surrounding its sequel are tremendously high. Back at the helm is writer/director Joss Whedon, leading an impressive and growing roster of stars in roles that – for those returning actors, at least – have become comfortable and well worn. Pulling from the previous ten films of the Marvel Cinematic Universe as well as 50+ years of Marvel Comics, Age of Ultron revels in being a comic book movie, it celebrates the inherit weirdness of superhero movies; and thanks to that Avengers: Age of Ultron is a worthy successor to The Avengers.

However, being a “worthy successor” doesn’t automatically make Age of Ultron a better film than The Avengers. That simply isn’t possible, not anymore. With a franchise that is now 11 films deep with two tie-in television series (and more on the way), the MCU is so large and complicated that it’s on the verge of becoming just as inaccessible as comic books are to those who don’t speak the lingo.

Where The Avengers was a thrill ride with a simple enough conceit that absolutely anyone – comic book nerd or not – could grasp on to and enjoy, Age of Ultron is brimming with references and callbacks. If you aren’t up to speed with the MCU as a whole, then you simply aren’t getting everything these films have to offer, not anymore. And requiring its audience to be well-versed in everything from Thor: The Dark World to Guardians of the Galaxy could make Age of Ultron more of muddled mess to the casual moviegoer.

Yet, for those who’ve seen every film in the MCU (and multiple times at that); for those who’ve watched Agents of S.H.I.E.L.D. and Agent Carter; for those committed to Marvel Studios’ experiment of crafting a film continuity to rival that of the comics – for those of us, Age of Ultron is an absolute treat.

Regardless of whether or not the MCU’s growing interconnectedness will become a turn off for some, Age of Ultron sure makes the most of #ItsAllConnected. Just take a look at its poster, with more heroes crammed on it than your average comic book cover, and you know Age of Ultron aims to be bigger than any film before it. And it is, much bigger.

For this outing the team is again united by another looming threat, only this time it’s homemade – literally. Ultron is an A.I. program of Tony Stark and Bruce Banner’s creation that was intended to put the Avengers out off the ‘saving the world’ business. Except, once Ultron becomes self aware it comes to the conclusion that the only way the world will ever achieve “peace in our time” is to evolve, and that begins by eradicating all human life with an extinction level disaster.

Age of Ultron doesn’t waste any time bringing its titular villain into the picture. After opening with a brief-yet-awesome assault on Baron Von Stucker’s castle, followed by an evening of revelry filled with cameos from all your favorite Marvel second-stringers, Ultron comes on the scene. From there, Age of Ultron never slows down, moving along at a steady pace that’ll have you oblivious to its 2+ hour runtime.

Ultron isn’t nearly as compelling a villain as Loki was, but James Spader turns in a chilling and surprisingly funny performance as the murderous robot with daddy issues. By gathering personal and intimate knowledge of the Avengers, Ultron chips away at the team’s bond, and with the help of Scarlet Witch’s mind altering abilities, is able to slowly disassemble them, revealing their fears and weaknesses to themselves and each other.

For as big and bombastic as the spectacle of Age of Ultron is – and is an epic spectacle unlike anything that’s come before it – Age of Ultron is also a personal film, one that spends just as much time on smaller, more character-driven moments as it does action. This is in part thanks to Whedon’s knack for characters but also the experience these actors have with their roles. Robert Downey Jr., Chris Hemsworth, and Chris Evans are more than comfortable in the shoes of Iron Man, Thor, and Captain America, and this gives them the chance to really play with their characters’ relationships. There’s a camaraderie, but there is also conflict, and it’s impossible to avoid the signs of a greater split coming down the road (Civil War, anyone?).

Fans who felt Hawkeye was short changed in The Avengers will be happy to see him take a much more substantial role this time around, effectively acting as the heart of the team. Whedon smartly uses Hawkeye’s humanity to keep the team of superbeings and gods grounded in reality, and it’s a role Jeremy Renner handles with aplomb.

The other emotional through line of the film is the budding romance between Black Widow and Banner, a relationship that’s obviously complicated by the fact that one of them turns into a giant, green rage monster. And for as hamfisted a romance between team members could have been, Whedon gives the development meaning beyond wanting to play matchmaker. Plus, it doesn’t hurt that Scarlet Johansson and Mark Ruffalo are wonderful actors capable of carrying scenes with subtlety just as well as they do big action sequences.

As for the new additions – namely Aaron Taylor-Johnson as Quicksilver, Elizabeth Olson as Scarlet Witch, and (eventually) Paul Bettany as Vision – all are perfectly cast. Though this shouldn’t come as a surprise to anyone considering what skill Marvel has had with landing the right actors for the right role. Of the new class, Olson is the standout as the Maximoff twin with the less easily definable powers, and her arc from Ultron’s ally to Avenger proves to be another engaging, emotional subplot of the film.

Where The Avengers set to standard for superhero spectacle, Age of Ultron redefines it. Throughout this review I’ve mentioned how everything is bigger this time around, and that is especially true of the action. Not only is everything bigger, louder, more destructive, the action sequences utilize the different power sets and abilities of its characters in clever ways, creating wildly imaginative battle scenes. There’s also keen attention given to rescuing civilians or diminishing the collateral damage. That isn’t to say people don’t die or that entire cities aren’t leveled, but there’s a concerted effort to not only beat the bad guy, but save the innocents bystanders, too. And for superhero movie, that’s incredibly important.

Age of Ultron is by far the most comic book-y movie Marvel has produced. It’s jam-packed with characters, has a maniacal villain hellbent on destruction, casually throws around references to weird concepts like the Infinity Stones, and creates a brand new character who goes from major threat to worthiest of heroes in mere moments. Basically, this film asks a lot of its audience, more than some may be willing to give it. But if you’ve allowed Marvel to take you through their strange and zany universe this far, then Age of Ultron is full of the kind of pay off comic book nerds absolutely love.