How do you follow up one of the highest-grossing films of all time, one that made more than $1.5 billion in box-office revenue? In Joss Whedon’s Avengers: Age of Ultron, the answer is, apparently, an overabundance of quips and one-liners.

The plot of Avengers: Age of Ultron, the much-anticipated sequel to 2012’s The Avengers, is almost overly simple—a side effect of a film that attempts to give a healthy amount of screen time to all six returning heroes, three new recruits, a villain and at least seven other supporting characters who have glorified cameos.

Age of Ultron centers on the actions of Tony Stark/Iron Man (Robert Downey Jr). In yet another fine performance from Downey Jr., Stark creates the artificially intelligent robot Ultron, whose evil voice is performed perfectly by James Spader. When Ultron makes it his mission to destroy the world, Stark gathers the Avengers to take down his creation.

In addition to the original Avengers—(Captain America (Chris Evans), Thor (Chris Hemsworth), the Hulk (Mark Ruffalo), Hawkeye (Jeremy Renner) and Black Widow (Scarlett Johansson)), the team recruits twins Scarlet Witch (Elizabeth Olsen) and Quicksilver (Aaron Taylor-Johnson). Also joining the team is the Vision (Paul Bettany), which is the first acting role in the franchise for Bettany after voicing Stark’s Artificial Intelligence, Jarvis, for four previous films.

Whedon struggles with giving significant screen time to the three new heroes—the Vision especially feels absent in the third act—while he works to still fit in all of the supporting roles of characters like Nick Fury (Samuel L. Jackson) or Maria Hill (Cobie Smulders.)

Age of Ultron spends a large portion of its second act examining where Hawkeye was between the original Avengers and its sequel. Hawkeye is no longer just a side character, and Renner does a good job with the role.

Renner portrays Hawkeye as the most humanized character who is caught up in the craziness of his work. He provides an easy character for the audience to identify with among the slew of heroes. In having Hawkeye as a center of emotional growth, Whedon prevents the film from totally collapsing under its own weight. The film goes back to check in on Hawkeye throughout the action, a reminder to the audience of how crazy the film’s plot is in reality.

Whedon balances out the personalities of the core group of six heroes with his trademark use of one-liners and witty dialogue. However, in this film it serves to dampen Stark’s eccentric nature and causes the others to have out-of-character moments. When Captain America takes down a Humvee filled with bad guys by flipping over the handlebar of his motorcycle and then launching it into the Humvee, he quips, “it slipped.” This characterization is out of place from the straight-shooting and serious Captain America that has been presented in previous films. Stark should be the only wisecracking member of the team, but Whedon uses—and needs—out-of-place one-liners to juggle the over-stuffed cast of characters.

Shortcomings aside, Age of Ultron manages to capture all that was so exciting about its predecessor and present a new environment for its heroes. The action pieces are once again over-the-top spectacles that showcase how well the team works together and what happens when they get driven apart. In taking the time to explore the heroes who don’t get their name on the poster (Black Widow, Hawkeye and the Hulk), Whedon manages to thread the disjointed components of the film through the emotional growth of three characters audiences can care about.

For a year plus, Marvel Studios has prided itself on the slogan “it’s all connected.” This holds true for much of Age of Ultron—the film begins with the team dealing with the immediate aftermath of last year’s Captain America: The Winter Soldier. 

However, the film uses its larger universe as a crutch more than a boon. Knowledge of most of the previous films is required to fully understand each plot point and side-character in a glorified cameos, though not totally necessary.

Amid shortcoming, in cast size and an over-reliance on wisecracking dialogue, Avengers: Age of Ultron reminds the audience what was so beloved about its predecessor with fun action and over-the-top sets. 

Most importantly, using previously under-utilized characters as the emotional center provides a new window into the world of one of the highest-grossing films of all time and a stabilizing force for a film that should have collapsed under its own weight.