CAPTAIN AMERICA: CIVIL WAR Is the Pinnacle of the Marvel Shared-Cinematic-Universe Experiment

CAPTAIN AMERICA: CIVIL WAR Review:

- CAPTAIN AMERICA: CIVIL WAR is the new pinnacle of the Marvel Studios movie model. You've got to sort of step back and admire all of the things that this movie accomplishes in one fell swoop. It successfully caps off a trilogy of way-better-than-anyone-expected Captain America movies. It successfully serves as a culmination of slowly-building Avengers-related storylines from the last couple of Cap, Iron Man, and Avengers films. It successfully sets the stage for the next set of Marvel movies - including the next Avengers, Black Panther, and Spider-Man. Those last two are particularly remarkable. CIVIL WAR leaves fans chomping at the bit for a Black Panther solo film - desperate for more from a character who many likely have never heard of prior to this movie. And it single-handedly resurrects Sony's struggling Spider-Man franchise, making Spider-Man awesome again in about fifteen minutes. Sony execs have to be ecstatic at the major solid that Marvel just did for them (note to FOX: let Marvel take over Fantastic Four in a similar fashion - you know it's the right thing to do). And so, on a big-picture, meta level - CIVIL WAR is a pretty amazing accomplishment. But it's also a damn good movie. It's a testament to how a big blockbuster tentpole can juggle a ton of characters and sub-plots yet still feel thematically and tonally cohesive. The movie's got some of the most epic action scenes ever seen in a superhero movie. It's got a cast of dozens of heroes - old and new. It's setting up tons of stuff for future movies, and paying off tons of stuff from previous movies. But it somehow all works, because the film's central conflict is rooted in character in a way that makes sense - with clear stakes and a satisfying mix of gravitas and fun. This is what happens when there is a guiding hand overseeing a fictional universe - one that truly gets the characters, that has a vision for where this is all going and why.

CIVIL WAR picks up after the events of Winter Soldier and Avengers: Age of Ultron, quickly throwing us into the heat of battle as we follow Cap and his new Avengers in Sarkovia, trying to stop the totally unhinged Crossbones (Frank Grillo's character from the previous Cap movies - now sporting full super-villain regalia) from acquiring a deadly bio-weapon. But things go south when The Scarlet Witch uses her powers to stop Crossbones and save Cap's life - she ends up inadvertently destroying an entire section of a high-rise in the process. The fallout of the damage leads to The Avengers coming under scrutiny from the government, in particular from a returning General "Thunderbolt" Ross. The US - and the U.N. - want the Avengers to become an officially-sanctioned and accountable organization. Tony Stark feels that cooperating is the best and only way to keep the Avengers active. But Steve Rogers has his doubts. Since waking up in the modern era, Cap's become skeptical of government, and worried that he could be made to betray his values in order to serve someone else's agenda. Tensions become further strained when Cap's former best friend - Bucky, aka The Winter Soldier - re-surfaces, and becomes the target of a government manhunt. Cap, convinced that the old Bucky is still there beneath the years of brain re-wiring he underwent, is determined to find and exonerate his pal. But doing so puts him directly at odds with Iron Man and the new, government-friendly Avengers. This internal conflict fractures the team into two distinct factions. In order to get to The Winter Solider, Cap must go through Stark and those loyal to him.

The central conflict between Cap and Iron Man is handled extremely well here. In an ideal world, we'd get even more time understanding the two characters' clashing ideologies. But the movie gets a lot of mileage out of every scene, and the face-off is set up in a way that makes sense and feels true to the characters. What's impressive is that both characters' points of view make sense. Steve Rogers, the idealist, sees the Avengers as having - as needing to have - a truer moral compass than any government. Stark, the realist, sees compromise as a necessary evil towards progress. What nicely muddles things though is that, generally, it might be easier to side with Cap. But when it comes to Bucky, Cap is clearly letting his emotions override his sense of duty and justice. He stubbornly sets off to save The Winter Soldier, on a slim hope that Bucky is being set-up as a fall guy, that the old Winter Soldier is no more, that the old Bucky is still buried somewhere beneath the emotionless killing machine he'd been transformed into. So while this is Cap's movie - while we are inclined to root for him and his faith in his friend - there are sections of the movie where you can't help but side with Tony Stark. And you've got to give credit to CIVIL WAR for giving their battle some layers, some complexity. Contrast that to the "Hey, let's fight! No, let's be friends." clash-of-wills that drives this summer's *other* big hero-vs.-hero movie, and CIVIL WAR looks that much better by way of comparison.

The clash between Cap and Iron Man also leads to some absolutely phenomenal action sequences - including the centerpiece airport smackdown that might just be the coolest superhero battle yet put to film. I can't say enough about this sequence - it really felt like an all-time great comic book action scene come to life - except that even the comic books rarely do big action as right as this. This is a sequence where every action beat tells a story, where every line of dialogue is on-point. Superheroes pair off for dream match-ups. But even as funnier and lighter-hearted scuffles occur around the periphery of the battle, there is a seriousness at the center of it all that keeps you on the edge of your seat. The airport sequence is a testament to how good writers Christopher Markus and Stephen McFeely are, and how freaking great The Russo Brothers are at directing these films.

Let's talk about the Russos. In The Winter Soldier, they departed fairly drastically from the first Cap movie. That first film was a two-fisted World War II adventure (and for that, I loved it). But the second film took on the vibe of a 70's conspiracy-thriller - delivering great action and superheroics, but also keeping the action rooted in a tension-packed atmosphere of paranoia and distrust. In CIVIL WAR, the brothers further expand this series' stylistic palate. The film carries over some of the vibe of Winter Soldier - it certainly feels like a direct sequel to that movie more so than Winter Soldier was to The First Avenger. But if I had to describe CIVIL WAR's vibe with one word, it'd probably be: Marvel. The movie partially maintains the spy/international intrigue trappings of Winter Soldier, but just expands and grows to become something much bigger and crazier and comic book-y. As many great comic books do (particularly the big crossover events), CIVIL WAR keeps bringing in disparate elements into its world, and having fun with the fact that all of these big mythic characters and ideas all exist in the same universe. By the time we get to that airport battle, the movie is operating on a level of sheer grin-inducing comic book euphoria, because we're not just seeing characters duke it out - we're seeing worlds collide. The Russos seem to effortlessly blend the movie's different type of action together, in a way that gives different sequences huge stylistic contrasts. The early scenes in Sarkovia have a Winter Soldier vibe - quick-cutting, neck-breaking action. Later, we meet Black Panther, and he's got his own unique fighting style - cat-like, vicious. And then that airport scene is just pure comic book splash-page - huge, epic, larger-than-life.

At the same time, what's so admirable about CIVIL WAR is that it takes its time between the big action set-pieces, and makes sure to devote scenes to the quieter (but crucially important) character stuff. There's one scene towards the end of the movie - involving Daniel Bruhl's villainous Zemo - that I almost couldn't believe was in a mainstream superhero movie. It was quiet, poetic, contemplative. It was a scene that Bruhl acted the hell out of. The fact that CIVIL WAR makes time for these sorts of moments is exceptional.

Those moments - the whole movie - work so well because this cast is just damn good. In some of the Marvel movies, it's been easy to forget the caliber of actors that are now a part of this universe. But man, CIVIL WAR - maybe more so than any of the Marvel movies to date - is a reminder of how great these guys can be. I've been a champion of Chris Evans since he shocked me in The First Avenger - but now, older and wiser, it's clear that he's really grown into the role of Steve Rogers - now really feeling like an iconic elder statesman and leader. Robert Downey Jr., meanwhile, turns in what may be his best overall performance as Tony Stark. RDJ has always been awesome at embodying Stark's quick-wit and charm, but here he gives him a real emotional core - this is a guy being pushed to his limits, at the end of his rope - desperately trying to keep both his team and his life together. Sebastian Stan is another real stand-out. In Winter Soldier he was mostly a silent badass. Here, he's got some great, memorable moments. Stan completely sells Bucky Barnes' inner turmoil - his joy at getting to pal around again with Cap, his torment at knowing that he has committed atrocities while not fully in control of his own faculties. Elizabeth Olsen's Scarlet Witch was a little iffy for me in Age of Ultron, but here, she's fantastic. Scarlet Witch is great here - she has her own, crucial arc that's played to perfection by Olsen. And her relationship with The Vision? So good. Paul Bettany kills it here, getting to play The Vision as more than just an AI, but a still-learning almost-human being trying to make sense of his budding feelings for Scarlet Witch.

And by the way ... the movie's Vision/Scarlet Witch arc? Emotion vs. logic? Putting personal relationships over duty to the team? See how it pretty much perfectly fits into the movie's larger thematic storytelling? That's why all these different characters and subplots work so perfectly in concert.

But going back to the cast for a second ... I think this is the first Marvel movie where I was actually reminded how good of an actor Don Cheadle can be. And Anthony Mackie. Scarlett Johansson seems rejuvenated, doing a great job of positioning The Black Widow as a woman caught between two friends, unsure of who to side with and keeping her true intentions close-to-the-vest. Age of Ultron didn't do Hawkeye many favors, but Jeremy Renner gets to show-up and be really fun and cool and likable here. Paul Rudd gets some of the movie's best and funniest moments. I thought the Ant-Man movie was pretty good, but Ant-Man in CIVIL WAR kicks ass.

Speaking of kick-ass ... Black Panther. Chadwick Boseman is another great actor who gets to be a great actor in CIVIL WAR. The prince of the fictional monarchy of Wakanda, Boseman's Panther is regal, contemplative, dogged. When he goes into action-mode, Black Panther is a sight to behold. But even out-of-costume, Boseman makes the character shine. And again, the movie's strong writing makes sure that the character isn't simply shoehorned in to the narrative. His arc of personal loss and revenge is a huge catalyst for the big events of the film, and yet another strong thematic parallel to the main Cap vs. Iron Man conflict.

The one character who is *maybe* a little shoehorned in is Spider-Man. But everything involving Spider-Man in CIVIL WAR is so good that it's hard to really care. And the character does serve a real purpose beyond simply hyping up his upcoming solo film. Because this Spider-Man, played by young, fresh-faced Tom Holland, is the perfect newbie to throw into the clash of established heroes. Spider-Man brings a sense of awe and wonder (and a strong supply of great, often hilarious quips) to the big battles - but his gee-whiz attitude is the perfect way to give those big fight scenes some street-level sense of perspective. Holland is great - a total natural. He feels like a kid from Queens who might actually be Spider-Man. His casting feels like a stroke of destiny. The scenes of him, as plain old Peter Parker, in his Aunt May's (Marissa Tomei!) dumpy apartment, feel so spot-on and authentic and perfect. And the movie takes such a clear joy in introducing Spider-Man to the larger Marvel universe that it's totally infectious. Seeing Peter Parker awkwardly confront RDJ's Tony Stark, or get the NYC born-and-bred seal of approval from Captain America - I mean, come on, this is geek-out material of the highest order.

I'll also mention Daniel Bruhl, who, as mentioned, plays the movie's sinister puppet-master Zemo. Like many, I became a big Bruhl fan following his phenomenal turn in the movie Rush. The guy is good, and he's great here as Zemo. The thing is, Zemo is not the kind of villain you might expect. This is not the raving-lunatic, pink-spandex-wearing supervillain from the comics (at least not yet), nor is he comparable to other Marvel movie big-bads. This is a much more understated role and a more subdued sort of villain - but I really dug that about the character and Bruhl's performance. Bruhl's Zemo is a unique, tragic character who I hope we see more of in future films.

Now, there is so much going on in CIVIL WAR that, inevitably, the movie suffers from some moments that feel rushed or that don't-quite-make-sense. It's the very rare big action movie these days where the plot actually feels 100% airtight (I will give a shout-out to Kingsman: The Secret Service for being one such film), but I've never stopped holding out hope for a supervillain scheme that actually holds up to any sort of scrutiny. The fact is, Zemo's plans in CIVIL WAR are ultimately a bit questionable - with a million lucky occurrences having to happen for his plans to have a shot of working. Again - sort of part and parcel for big superhero movies at this point ... but CIVIL WAR is so close to perfection that it would have been amazing if it had stuck the landing in this regard. By the same token, the movie sort of pushes things too far in its climactic final showdown between Cap and Iron Man. No spoilers, but RDJ's final bout of berzerker rage just feels too contrived to fully buy into. Evans and RDJ both do a fantastic job of selling each character's determination and grief in that final battle - but it seems to come at a point when cooler heads should probably have prevailed. As good as the movie's script is - for the most part - it seems to grasp at straws a bit in order to set up that final confrontation.

But CIVIL WAR does so many things resoundingly right that it's hard to dwell too much on the few instances where it falters. This is a movie that feels like the strongest argument to date for why Marvel is doing things the right way - for why their shared universe is the gold standard for cinematic shared universes. What Marvel nails above all else is that they capture the essence of why people love these characters and what makes these characters great. The fact that Black Panther and Spider-Man resonate so much in CIVIL WAR - with so little relative screen-time - is proof positive of the Marvel magic that the studio currently possesses. So is the fact that a movie starring Captain America - a character who was a joke to the general populace in the not-so-distant past - just had the fifth highest-grossing opening weekend of all time. For all the fireworks in CIVIL WAR, the heart of this particular series - the journey of Steve Rogers - has been handled with remarkable skill by the Marvel braintrust. Credit to the Russo Brothers, to Chris Evans, and to Marvel for (excuse the phraseology) making Cap great again. The success of this movie is well-deserved.

My Grade: A-

AVENGERS: AGE OF ULTRON is Entertaining But Largely Emotionless Would-Be Epic

AVENGERS: AGE OF ULTRON Review:

Minor Spoilers Ahead ...

- The first Avengers film was a fairly awesome culmination of "Phase 1" of the Marvel Cinematic Universe. It delivered a satisfying team-up of Marvel's finest, and it felt like a well-earned payoff to much of what had come before. In contrast, AVENGERS: AGE OF ULTRON feels like an aimless, overstuffed midpoint in this grand Marvel experiment. It's plenty fun - there's entertaining action, lots of Joss Whedon's trademark quippy dialogue and humor, and a breakout, damn-cool new character in the android hero The Vision. But the whole affair is oddly emotionless. The film seems so intent on cramming a universe worth of characters and subplots into its two-and-a-half-hour running time that most of its major arcs feel rushed. What makes that particularly disappointing is that AGE OF ULTRON has the ingredients to be a movie with real thematic heft. This could have been the ultimate Marvel version of Frankenstein, with Tony Stark as the prideful mad-scientist at its center. But what we get is the movie equivalent of what comics fans are all too familiar with - the mega-crossover that promises world-changing epicness but instead boils down to a lot of sizzle without much steak. Of course, if this were comics, we'd have about three dozen tie-ins and crossover books to provide substance that helps to flesh out the main arc. But what we get is one movie that has to do it all - tell a great standalone story, pay off the last half-dozen Marvel movies, set up the next "phase" of this universe ... and the list goes on.

There's at times a sense then that this movie was pushed out of the Marvel/Disney factory with little motivating its existence other than a dutiful sense of obligation. Given that, it's perhaps a minor miracle that the film is as good as it is. But for every too-clever Whedonism that hits, and every nerd-out moment that causes audiences to applaud, there's a lot of zooming from Point A to Point B that to some extent drowns out the movie's best bits. As we know, Marvel has a plan. But it's also important that its films don't feel like mere parts of a plan.

Despite what I just said, there's not that much back-story you really need to know to dive into AGE OF ULTRON. There's some follow-up to Winter Soldier, with The Avengers now working in a post-S.H.I.E.L.D. world and having their own distinct HQ. And the film opens in media res with the team infiltrating one of the remaining Hydra facilities, where some evil Nazi types make a last stand by unleashing "the twins" - Scarlet Witch and Quicksilver - on their foes. From there though, the film quickly transitions to its main focus: Ultron. A super-advanced AI created by Tony Stark, the program created to be a global protector decides that the only way to create true peace is to ... wait for it ... destroy humanity. So the James Spader-voiced program creates a humanoid body for itself, takes control of an army of Iron Man 'bots, recruits mind-controlling Scarlet Witch and speedster Quicksilver as his henchman, and decides to go all-in on the whole supervillain thing.

From the get-go, things seem to barrel forward without much time given to proper build-up. We've seen a lot of films about artificial intelligence of late, including a great one in Ex Machina. There's a lot of interesting stuff to be mined from an AI created to bring peace developing an appetite for destruction. But for all of the long-term plotting we've seen in these Marvel movies, Ultron's turn to the darkside is remarkably sudden. Not only that, but his evolution from non-corporeal AI to wise-cracking, one-liner-spouting, evil-scheming robo-Spader is nearly instantaneous. Spader adds an amusing smarminess to the character, but ultimately, Ultron falls mostly flat as a Big Bad.

And a huge reason for that is one that could have easily been fixed, and one that seems like a huge miss for the film: this should have been, first and foremost, Tony Stark's story. Stark stubbornly created Ultron - a villain who goes on to wreak massive havoc - and yet AGE OF ULTRON just barely scratches the surface of what this all means. For one thing, the movie should have built to a climactic showdown between creator and monster. But amidst all the chaos of the film, Stark is too often sidelined. And what of the emotional toll that creating Ultron might have / should have on Stark? There's barely a hint of real weight in the film. Ultron should have been Stark's greatest failure - an epic mistake of hubris that forces him to re-evaluate everything. But that character arc is either ignored or being saved for another movie. AGE OF ULTRON does have a couple of big scenes of tension among the Avengers that seem to set the stage for continued drama. But by film's end, all is pretty much forgiven. It's not just a matter of waiting for Civil War or what have you. AGE OF ULTRON suffers for not following a clear character arc for Tony and with regards to his relationship with the rest of the team.

The film's clutter also severely hampers the introductions of Scarlet Witch and Quicksilver. Again, it's odd - because their back-story is yet another thread that ties back to damage caused by Stark that has come back to haunt him. But even with their anti-Stark agenda, the twins' motivation for allying with the obviously evil-with-a-capitol-E Ultron seems pretty shaky. It's why their eventual turn to the side of the heroes feels weightless and rushed.

One more aspect of the film that seems awkwardly shoehorned in: a romantic subplot between Bruce Banner and The Black Widow. Without any real hints of a budding romance in previous films, the mild sparks between the two feel a bit contrived. But what's worse is that some fun flirtatious moments abruptly become full-on rainbows-and-unicorns soul-mate stuff. Before the two have even gotten physical, there's awkward talk about kids and families and how their romance can never be. One step at a time, you crazy kids.

There's a lot in the film that feels like unneeded filler, especially when the meat of the story - the Stark vs. Ultron stuff - seems to struggle to get the screentime it needs. There's an extended detour to the safe house of Hawkeye that feels extraneous (though it's always nice to see Linda Cardinelli, who plays the never-before-seen Mrs. Clint Barton). There's a whole thing about Thor bathing in a mystical pool so as to conjure a vision of the Infinity Gems that could have probably been cut out. There's a trip to Marvel U mainstay Wakanda (no Black Panther cameo ... sorry fanboys) that feels like an extended tangent. These are the kinds of stories that in the comics would have probably had their own tie-in miniseries. But here, they're just bloat.

Writer/director Josh Whedon has always excelled at peppering his sci-fi epics with great little character moments. And AGE OF ULTRON is no exception. The movie's most fun sequence involves a fancy-dress party in honor of an Avengers victory that's capped off by a hilarious test-of-strength among earth's mightiest mortals to see who among them can lift Thor's enchanted hammer (and there's a great, surprising payoff to the scene later in the film, too). Whedon kills with his banter - and that's no surprise, but it's still remarkable how well he pulls this stuff off. AGE OF ULTRON is chock full of killer one-liners and asides. There's a freaking Eugene O'Neill reference tossed in there, and it's great. Whedon nails those little moments. But what AGE OF ULTRON needs more of are the truly epic, truly memorable, truly fist-pumping BIG moments. There's nothing here as applause-worthy, for example, as the Hulk "puny god!" line from the first Avengers.

What comes closest though is Vision. If there's one thing that's undeniably awesome in AGE OF ULTRON, it's him. I'm not sure if it was always the plan for Paul Bettany's Jarvis to evolve into The Vision, but if so - kudos - as it unfolds to perfection. The character just looks cool - like something straight out of an Alex Ross painting. And Whedon steps up to the plate whenever Vision is on-screen - majestically filming him like a creature out of sci-fi dreams. We don't get to see Vision take form until late in the film, but man, we're left wanting more.

When it comes to action, AGE OF ULTRON mostly delivers. It has some of the most epic action of any Marvel film to date. Some of it is pretty rapid-fire and videogame-y, but mostly, Whedon delivers some fairly spectacular, comic-book-brought-to-life battles. There are some great moments in which the characters deliver XBOX-worthy combo-attacks to their enemies. And the Hulk vs. Mega-Iron-Man battle does indeed live up to the trailer-induced hype, giving us a hero vs. hero smackdown that trumps any overhyped pay-per-view boxing match by a country mile. What Whedon also takes care to do is to make sure that the action always includes a truly superheroic element of getting civilians out of harm's way and saving lives. Many criticized Man of Steel for neglecting to show Superman's efforts to save the innocent in the midst of his destruction-causing battles. AGE OF ULTRON, in contrast, is incredibly concerned with the idea of heroes saving people as being their defining characteristic. In many ways, it's a theme that's defined this era of modern Marvel movies. But in AGE OF ULTRON, it's one of the ways in which the film inspires true awe and wonder despite whatever other flaws it may have. It's fun to see the Captain America ideology of selflessness permeating through the broader team - even if the Tony Starks of the world miss the forest for the trees.

AGE OF ULTRON delivers plenty of spectacle and explosiveness. But it's also a messy film - one that seems to be pulled in so many directions that its obvious thematic through-line feels trampled-on and obscured. Creator vs. creation, father vs. son, man vs. machine - these are weighty themes that should and could have produced multiple epic, chill-inducing moments. But the film seems content to breeze by a lot of the big moments in the name of cramming in everything and the kitchen sink. Think of comics. They speedily direct the reader from panel to panel, and then deliver the big, dramatic moments with jaw-dropping full-page splash pages. AGE OF ULTRON feels like a big comic composed of 180 12-panel pages. On paper, this is the blockbuster to end all blockbusters. But in practice, this one was lacking the jaw-dropping moments that truly make a big movie like this an epic and a classic. The movie checks all the boxes - it's entertaining and fun and full of Whedon-powered wit. Is it the ultimate Marvel epic that we've been waiting for, however? Nope - for that, looks like we've got to keep on waiting.

My Grade: B+

IRON MAN 3 Has Its Moments, But Not Quite Indestructible

IRON MAN 3 Review:

- How important is it that a movie subvert expectations and deliver a major twist? As I tried to process some of the curve balls that Iron Man 3 throws at its audience, I noted that some major movie critics were singing the film's praises in large part due to its element of surprise. On some level, I see their point. The big-budget superhero movie has become so paint-by-numbers, in so many ways, that it's undeniably refreshing when a major franchise film like this one dares to be different. But what is the twist without a purpose? Is a twist really that great if it's more of a "gotcha" and less of a true, jaw-on-the-floor "holy $%&#" moment? It's hard to talk more about this without walking into major spoiler territory. But I will say this: while I appreciate a film that isn't beholden to cannon and that takes pains to be original, I ultimately put more value - especially in a superhero epic - on high drama. The novelty alone of the big "WTF" moment isn't enough in and of itself.

That's not to say that IRON MAN 3 doesn't have its moments. In a way, I really admire that this is an auteur-style Marvel movie. Think about it: in the world of comics, Marvel began on the backs of Stan Lee and Jack Kirby and Steve Ditko, and then eventually had a very defined in-house style for years to come. But then you think about the creative dynamos who came into the House of Ideas and created the most exciting stories and artwork, re-imagining classic characters under a unique lense. In general, some of the best modern superhero stories have come when a classic character is paired with a visionary creator or creators. In comics, we've been living in an auteur era for a few decades now, and we're still feeling the reverberations from the likes of guys like Frank Miller, Alan Moore, Grant Morrison, Ed Brubaker, Warren Ellis (whose Extremis story forms some of the basis for this flm) and many others putting their own unique spin on the big superhero universes. So why not let the same thing happen in movies? Marvel's whole Phase 2 plan seems to be opening that door. Shane Black on Iron Man, James Gunn on Guardians of the Galaxy, Edgar Wright on Ant Man (and before that, of course, Joss Whedon on The Avengers). And so what we have here is most definitely "Shane Black's IRON MAN." And that's cool - sort of awesome, really. In some ways, Black and Iron Man are a natural fit. Black specializes in the kind of snappy dialogue and sardonic humor that was already a big part of the first two Iron Man films. Robert Downey Jr. is also, of course, a near-perfect vehicle for Black's style (see Kiss Kiss Bang Bang for further evidence). I like it. I like that we are now in a place where we can get not just the uber-generic superhero movie, but the film noir superhero movie, the urban crime superhero movie, the cosmic space epic superhero movie, the fantasy/magical superhero movie. Bring it on.

But maybe the problem here is that there's too much push and pull between a pure Shane Black Iron Man, and the big, franchise, post-Avengers event-movie Iron Man that fans expected and the corporate overlords at Disney likely felt comfortable with. What I mean is, Shane Black seems to want to do a stripped-down movie about Tony Stark. He finds an interesting angle - a Tony Stark who is now a hero, who has settled down with Pepper Potts, who is at a good place, on paper ... but in practice, he is still haunted by the sins of his past. This Tony Stark spends long hours alone tinkering in his workshop, suffers from anxiety attacks brought on by his battles with evil aliens in The Avengers, and who can't quite give his relationship with Pepper the attention it deserves.

I'm all for the stripped-down, Tony Stark-in-a-crime-caper version of Iron Man - especially in a third movie where the usual formula's gotten a bit tired. But this movie can't fully commit. The moments that lend themselves to Shane Black's trademark style tend to shine. When Tony Stark finds himself invading a hostile compound sans his armor - having to assemble makeshift weapons from common household items - it's an awesome moment. That sort of clever, slightly-subversive stuff ... Black nails. Same goes for the scenes between Tony and a young boy named Harley who helps him out in a bind, and becomes a sort of defacto kid sidekick. Scenes that could have been positively painful in the wrong hands are funny, smart, and surprisingly touching under Black's guidance. Even little moments - like Tony and Rhodey (formerly known as War Machine, now known as Iron Patriot) - bickering back and forth in the heat of combat ... this is the stuff that Shane Black knows and loves and 100% gets.

And I will give Black and the movie some major credit - Iron Man 3 has some of the best, big-time, major-league "superhero" moments we've yet seen in a Marvel film. When Stark has to fight a battle with only pieces of his Iron Man armor in place - one leg and one arm - the result is thrilling and badass. An aerial raid on the Stark compound is similarly breathtaking - a violent, explosive assault that makes you wonder how the hell Stark and co. will make it out alive. And the big finale - a notable weakness of the first two Iron Man films - is suitably lengthy and action-packed. So I don't want to imply that Iron Man 3 simply coasts on clever bits of dialogue ... it delivers the goods when it comes to epic action as well.

So what keeps this from being the classic that it could have been? There are several elements - some new, some inherited - that derail the film a bit. One is the Tony Stark / Pepper Potts relationship. Stark and Potts rarely seem like star-crossed lovers - and their bickering seems more like genuine mutual annoyance and less like playful sparring. What this means is that when Pepper inevitably becomes the damsel in distress, we as an audience don't feel much sense of real danger or urgency. In fact, in a climactic moment when Pepper seems potentially dead and gone, Tony barely seems to bat an eye, and continues wise-cracking with barely a moment's pause. I do also slightly blame Paltrow. When she has her big moment in which she gets to turn the tables and kick some ass, there's barely a hint of excitement in her eyes. When Pepper kicks ass, it should have been the big money shot of the whole film - and it's filmed in a way that practically invites us to stop and applaud. But there was no applause in the theater I was in. Paltrow's line-reading of "wow, that was violent" (or something to that effect) came off less like the clever musings of an empowered woman of action, and more like the resigned observation of a disapproving mother. Meanwhile, there's an attempt at some forced tension between Pepper and Tony with the introduction of a scientist played by Rebecca Hall, who Tony once had a one-night-stand with years earlier. Not only is Pepper's instant "I hate you" reaction pretty contrived, but Hall's character is pretty problematic from the start. Keeping track of which side she's on (let alone her motivations for switching sides) is a chore. I don't blame Hall - it's just an element of the script that is given short shrift. It's probably no coincidence that this element - the one that feels the most pulled from the superhero cliche-book - is also the one that Black seems least interested in really developing.

Paltrow has rarely been a standout in these films, and perhaps she was a bit miscast from the get-go. I feel similarly about Don Cheadle as Rhodey. He just doesn't have the right stuff for the role - I don't buy him as a badass soldier. He seems like he'd rather be in a boardroom than out kicking ass for his country. Cheadle is featured in some great set-piece action scenes, but they're more notable for the choreography than for anything he really brings to the table. He's a great actor in general, no question. But an action hero? Iron Patriot? Not so much.

The second problematic element of the movie is, well, the plot. Earlier I mentioned all of the cool individual scenes in the film - the stuff with Tony and young Harley, the cool banter, the big action. But it all feels tied together on the loosest of threads. I mean that from a pure narrative standpoint, and also from a thematic standpoint. Guy Pierce plays Aldrich Killian, a scientist with a screw-loose and a mad-on for Tony Stark. Pierce is one of my favorite actors, and he makes the most of what he's given. But the fact is, Killian as presented here is a pretty weak villain. And as his role in the movie becomes more prominent, I kept waiting for him to take on a grandiosity worthy of Iron Man. But everything about his character feels half-baked, from his stalker-crush on Pepper Potts to his been-there, done-that evil plan to profit from a manufactured war on terror (heck, his plan is practically identical to Jared Harris' scheme in RDJ's last Sherlock Holmes movie). It's even more frustrating in that Killian's status as Big Bad comes at the expense of the initially-promising Mandarin, played with theatrical verve and presence by the great Ben Kingsley. I won't say what happens to the Mandarin that sort of takes him off the board, but I don't really get the point. To me, it comes back to: what is the movie saying? What is the theme? Iron Man vs. an Osama Bin Laden-esque terrorist (The Mandarin) - I would have liked to have seen that. Iron Man tends to have a political slant as a character, so there's rich thematic territory to explore there. And indeed, in the movie's first half, there is some interesting mini-satire as we see The Iron Patriot's futile quest to track the Mandarin. But once Killian usurps the Mandarin, the movie becomes about something else entirely - it becomes something that Black probably wanted all along - a movie about Tony Stark fighting his past. But if that's what the movie is about, then why the bait and switch? Why include the Mandarin at all? To me, the net result was a movie that initially feels big and high stakes, but that ends up feeling sort of small and inconsequential. The subversion of expectations works against the movie's narrative momentum, in my opinion. And Guy Pierce's Killian - while potentially perfect as a sleazy, unhinged henchman - feels way too lightweight to be the movie's main antagonist.

And maybe that's why Iron Man 3 entertained me throughout, yet left me with a slightly sour aftertaste. Deep in this movie's DNA, there is a huge action epic waiting to come out. And perhaps a straight crime caper Iron Man - the kind that Shane Black would have made if left completely on his own -would have been awesome and badass in its own right. But this movie is never confident enough to go all-out and just *be* that version of Iron Man. The fact that it had to go to all the trouble of messing with expectations and playing a bait-and-switch with the audience is, I think, proof of that.

It's a small thing, I guess, but even the post-credits scene annoyed me. I won't spoil it, but it's ultimately just a cutesy, jokey little epilogue, and doesn't really leave you with anything too meaty to chew on. I was dying for something awesome to get me pumped for Marvel Phase 2, and what I got was a comedy bit. It added to the feeling that this movie was clever and funny, yes, but ultimately perhaps too much so for its own good. And there's no denying that this perception was colored by The Avengers. Joss Whedon was clever and funny, but he also took un-ironic joy in playing in Lee and Kirby's sandbox. There's not much of that joy that shines through here. I'm not saying that this had to be a "Marvel" movie in the traditional sense. But there has to be a love of the world and characters as a starting point for any genre-subversion or deconstruction to really work. There's a temptation to say "suck it fanboys, this is Shane Black's Iron Man and it's different and awesome." But remember what I was saying before about how comics evolved when auteur creators put their stamp on classic characters? Well, for every Frank Miller Daredevil or Grant Morrison Superman, there are examples where the blend of creator sensibility and character just doesn't 100% mix. Auterism alone does not a great story make.

I'll remember many of the coolest scenes and moments in Iron Man 3 as some of my favorites in the Marvel movie canon to date. The movie gets the little moments right in a way that so many superhero flicks do not. But the broad strokes and big-picture narrative don't fare as well. So I think my lasting impression of the film is one that tried to be many things to many people, and ended up as sort of "meh" because of it. The first two Iron Man movies had their flaws, but they coasted by on RDJ's charisma and the general feeling that we were watching something very exciting happen - the birth of the Marvel movie universe. Now, the universe is here, the Avengers have assembled, and this return to the less-exciting cast of characters in the Iron Man-verse marks a drop in momentum from last summer's epic high.

My Grade: B