Avengers Age of Ultron PosterWhat do you get when you put two tech-savvy scientists—who also happen to be superheroes—in a lab with limitless funding and a super powerful scepter? A badass artificially intelligent villain, that’s what.

The highly anticipated sequel to 2013’s blockbuster mega hit Avengers, Avengers: Age of Ultron gives Marvel fans a Terminator-esque new super villain, who (shocker) is out to extinguish the human race. But fear not—Earth’s Mightiest Heroes are ready to bring down the hammer—literally.

Directed by Joss Whedon, the film opens with our anything-but-ragtag superhero team battling it out on a faraway Hydra Compound in an effort to retrieve Loki’s iconic scepter from Baron von Strucker, head of the evil organization we met in Captain America: The Winter Soldier. Von Strucker was using the power of the scepter to maximize the abilities of Pietro (Aaron Taylor-Johnson) and Wanda Maximoff (Elizabeth Olsen), who have super-speed and telekinetic mind-control abilities, respectively, and eventually become Quicksilver and the Scarlet Witch. Complete with lots of Hulk smashing, quick-firing arrows, and fighting-while-driving skills that only one redhead could pull off, the scene sets the stage for a two-hour nerdgasm-inducing flick.

Before Thor (Chris Hemsworth) returns the retrieved scepter to Asgard, the arrogant-as-ever Tony Stark (Robert Downey Jr.) gets a brilliant idea to harness its power to develop an artificially intelligent defense system named Ultron (voiced by James Spader). But things quickly get out of hand when Ultron gains consciousness without the help of Stark and Banner, and has a few plans of his own (like eliminating all humans, for example).

With the help of Quicksilver and the Scarlet Witch, Ultron attempts to take down the entire Avengers team, including Black Widow (Scarlett Johansson), Hawkeye (Jeremy Renner), Captain America (Chris Evans), Iron Man, Thor, and the Hulk (Mark Ruffalo). A horrifyingly intelligent and articulate villain, Ultron reminds audiences just how scary technology can be—especially when humans push the limit a bit too far. His deeply powerful voice coupled with limitless knowledge and ominous presence make Ultron one of the most unnerving villains any of the heroes have ever faced. He provides a break from the rough-and-tumble thugs and power-hungry aliens we’ve previously seen, and instead burgeons for world domination wielding an army of robotic drones.

That said, the film develops themes well beyond that of good versus evil, including the human condition; the struggle of suffering casualties in an attempt to preserve humanity; and inner demons faced by each and every hero, from acceptance, to forgiveness, to fear of the future.

With a few subplots to keep things interesting, including a rather unexpected romance, a handful of male-camaraderie bro-mancing, and a surprising back-story that gives depth to a previously one-dimensional character, audiences will constantly be on their toes.

Quick wit and some cute and cuddly cheese-ball humor keep things light and upbeat in true Marvel fashion. The pairing (and near constant jeering) of the prude and proper Captain America with the sarcastic playboy Tony Stark is adorably entertaining, while Thor’s machismo outlook against Banner’s constant apprehension fuel audiences with a delightful serving of balanced banter.

In addition to fun appearances from sidekick favorites like Falcon (Anthony Mackie) and War Machine (Don Cheadle), the film features many nods to the entire Marvel Universe of late, including references to the S.H.I.E.L.D. series, currently airing on ABC.

Though arguably a bit over-commercialized, between irrelevant subplots clearly meant for licensed merchandise (thank you, Hulkbuster), and a handful of obvious instances of product placement (thank you, Under Armor), there’s really not much you wouldn’t expect from a superhero movie of this magnitude.

From Marvel geeks ready to pick up on every little name drop and inside joke (and there’s a ton of them), to significant others tagging along to see the compression-shirt wearing, ripped to shreds Chris Evans (guilty), this sequel doesn’t disappoint as the cherry on top of a well-developed, billion-dollar franchise.