When has a prequel ever been good? I bring this question up knowing full-well that 1] there have probably been some decent prequels (only Prometheus pops to mind as genuinely great), and 2] Avengers: Age of Ultron is technically a sequel. But, is it really? Age of Ultron, which follows not only the former Avengers film but a collection of other sequels – Iron Man 3, Thor: The Dark World, Captain America: The Winter Soldier, and Guardians of the Galaxy – feels a lot more like a prequel than anything. It’s a film with little to no reason to exist in a universe as bloated as this one, other than introducing characters and foreshadowing future events. While that may sound harsh, it’s not unreasonable to expect a filmmaker like Joss Whedon to deliver a better film than something that feels just about as useful as a filler episode from one of his many television shows.

At first glance, Age of Ultron is plain and simply about a haywire piece of artificial intelligence – the titular Ultron, delightfully played by James Spader – deciding that the Avengers should be eliminated. For the progress of the world. Or something. This all comes after the gang defeats Hydra for, presumably, the billionth time – featuring one of the ugliest CGI-manufactured tracking shot action scenes and smash-cut to title card ever – and discovering that there’s a pair of twins who dislike them and their destructive ways. In this regard, Whedon deserves some praise: he actually bothers to take some time to focus on the fact that this team should be saving people, even if the film doesn’t understand the power of self-sacrifice like other films in the MCU have (including the first Avengers). But this doesn’t mean that there aren’t a gratuitous amount of action scenes for starved fanfolk (with the sole memorable one being a fight between Tony (Iron Man) and Bruce (Hulk) in which Whedon finally seems to be having a good time behind the camera) dispersed throughout a script that has no idea where to truly place its focus.

For a film titled Age of Ultron, there’s a whole lot less of him than one might expect. Whedon plays a few of his scenes with horror beats that are particularly appropriate for a robotic figure that moves with an uncomfortable humanity and speaks with the kind of intonation that reminds one just how great Spader really is. But he only pops up occasionally due to the film’s distraction with everything else going on. It suffers from a “how do we set everything up for Infinity War and whatever other sequel we’ve got coming up” syndrome. To those who are involved in Marvel’s universe, it’s easy to spot every single bit of foreshadowing from miles away, something that will be delightful to some and painfully embarrassing to others. Even when Ultron is involved in some of the subplots, it’s as though he’s trying to push the plot away from himself and onto something else, be it the Infinity Gems, vibranium, who can and can’t pick up Thor’s hammer, or Thor getting wet and shirtless for no good reason. And then there’s the love story that got shoved in; one between Natasha (Black Widow) and Bruce.

Little to nothing in their romantic relationship feels natural, as we’ve only had about ten minutes of screen time in the first Avengers to experience their relationship kicking off. It’s completely understandable that Natasha and Bruce to become each other’s rocks of stability, and for that to eventually develop into a romantic relationship isn’t a stretch of the imagination. And, in all fairness, it offers her a chance to act a little more than the other films did. But we’re still launched into a trite “will they or won’t they” situation from the very beginning of the film, where most of Natasha’s dialogue with him boils down to how much she wants him to be with her, and with the Avengers. There’s also a lovely scene where Natasha falls onto her back, and Bruce casually lands on top of her, his face between her breasts. They share an amused look, the audience laughs, we move on. For a man who proclaimed a recently released scene from Jurassic World as “70s-era sexist”, it’s pretty embarrassing to include something like that. And here’s where we come to one of the films biggest issues: its women.

Issues with Natasha have already just been highlighted, though it must be mentioned that this shift in character is especially disappointing immediately following just how well Christopher Markus and Stephen McFeely handled her friendship with Steve in Captain America: The Winter Soldier. When it comes to the other women, we’re faced with a lot of the same nonsense we get in other films: Maria Hill solely existing as a box of information and a Smart Female Scientist as plot device and victim of villain (though at least here she survives when compared to Rebecca Hall in Iron Man 3). Here, we get a bonus though: a wife for Clint Barton! Ultron is shockingly preoccupied with making Hawkeye self-aware, and while it offers up some amusing scenes, it also comes with the cost of wasting Linda Cardellini in a nothing role. If anything, Elizabeth Olsen gets the most luck with a role that offers her more than her last blockbuster (she was a nurse in Slogzilla, remember?), even if she’s more or less just one of many characters thrown into this film for no reason other than future plans. Maybe it was just for the sake of rewriting her history and keeping her character in the Disney/Marvel world considering another studio has the rights for X-Men and seems to have no interest in utilizing her.

Which brings this to something that plagues Age of Ultron, has plagued other films, and will most definitely plague Phase Three of the MCU: an overwhelming lack of style due to compromise. Very few moments in Age of Ultron can one sense that someone with as strong a directorial hand as the fairly mainstream Whedon is at work. Most scenes come off as impersonal, with one-liners falling flat and most of the scenes looking just about as bland as any Thor movie. At its worst, we get that aforementioned CGI-heavy tracking shot. At its best, when Whedon slips in something really cool, we get a sequence like the one where Wanda shows off her ability to place someone in a fugue state of sorts in which they’re trapped in a dream. The aesthetic shifts are stellar, and again, he plays the horror beats well with it, interspersed with events going on in the real world.

It’s moments like that that make the experience of watching Avengers: Age of Ultron so dang frustrating. So much promise lies within, but it seems unattainable because it solely exists to expand the universe without genuinely challenging its principle gang enough to make it a memorable film. Worse yet, the fact that every film for the next half a decade has been announced removes any sense of danger or worry one might feel for these characters, as no one major is truly expendable. As the gorgeous credits sequence of an Avengers statue rolls, doling out every actor name along with their sculpted faces, the most refreshing thought comes to mind. Joss Whedon may have sadly dropped the ball here, but at least we can watch this mediocre at best movie knowing that he’ll never have to make another one within this universe again.

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Directed by Joss Whedon; written by Joss Whedon; starring Robert Downey Jr, Chris Hemsworth, Mark Ruffalo, Chris Evans, Scarlett Johansson, Jeremy Renner, James Spader, Samuel Jackson, Don Cheadle, Aaron Taylor-Johnson, Elizabeth Olsen, Paul Bettany, Cobie Smulders, Anthony Mackie, Hayley Atwell, Idris Elba, Stellan Skarsgård, Linda Cardellini, Claudia Kim, Andy Serkis, Julie Delpy and Stan Lee; 141 minutes.

Avengers: Age of Ultron is in theaters everywhere.