Well, I’m willing to eat some crow. I said The Avengers would have a lot of hype to live up to, seeing as five movies have been building up to it. Sometimes the exposition of the build-up seemed to cripple those movies, especially Iron Man 2 and Thor.

But — sorry, almighty Thor — it was worth it. Hype achieved. The prime virtues of The Avengers are old-fashioned: great character work and crackling dialogue. Writer/director Joss Whedon (Zak Penn is also credited on the screenplay) even seems to do some course-correction on the characters he inherited, making them better — wittier, more psychologically interesting — than they’ve ever been. Black Widow, Hawkeye, The Hulk and even Agent Coulson suddenly pop as never before. And Robert Downey, Jr. as Tony Stark has always been funny, but never quite so funny as in this film. Whedon not only has the comic book sense to see how the Avengers will fight together (and against each other), he has the writerly sense to see how they will spar verbally.

If you are among the few who haven’t already seen the film, I recommend a packed auditorium and soon. Even if you don’t keep reading this review, you are bound to encounter spoilers. This movie is so water-cooler-friendly, I guarantee you will hear plot details discussed in public. (Also, I recommend seeing the 2D version, as there have been quality-control issues with the 3D prints).

Okay, now for my nitpicks… and spoilers.

Alright, now that the initial halo has worn off, there are a few things that bugged me in the film. Just remember, I loved the movie and these truly are nitpicks.

1. Loki’s mind control.
It seemed a bit easy for Black Widow to snap Hawkeye out of it and I’m not even sure her breaking Prof. Selvig (Stellan Skarsgård) was shown on screen. The bit where Loki tries to mind-control Iron Man and it doesn’t work was funny, but why didn’t he try to do it to more people/heroes? Also, the staff was apparently the thing that was making them all argue with each other, but that was not well shown in editing. Loki’s whole plan was pretty convoluted (turn all the Avengers against each other while blowing up only one engine of an invisible flying battleship?) and as well as he was written and performed (“mewling quim”) he never became coherent in the way most other characters did.

2. The Chitauri.
Faceless, boring. The end battle was chaotic and fun but not up to the level I imagined. When you see that Thor’s hammer plus Captain America’s shield equals awesome blast wave, or that Iron Man’s batteries can be energized by Thor’s lightning, you expect that they’ll use these combinations (and the like) in battle.

3. Agent Hill (Cobie Smulders).
The movie featured her as much as any second-tier character but she never developed as a character, only eye-candy. As Natasha Romanov was to Iron Man 2, Agent Hill was to The Avengers. She must be popular in the comics? I get the sense that there can and should be more to this character.

4. The music.
Some critics have wished that Alan Silvestri’s score felt more iconic. I agree, although I’ll acknowledge that he inherits the musical themes from other films he didn’t compose. I do, however, think his work on Captain America was stronger.

5. The limits.
Thor is basically a god and Hulk is established as invulnerable. Iron Man is more interesting but you get the sense he *could* die, and you’ll note that Whedon makes his “sacrifice play” the climax of the film. Meanwhile, Black Widow, Hawkeye and even Captain America feel exposed compared to the rest of The Avengers. Whedon does such a good job giving them strategic skills that you almost buy them as full-fledged members of the team. But aren’t they in considerably more danger? Within the imaginary physics of this world, what are the weaknesses of these characters? By the end of the film, I only get a sense that gods like Loki can be temporarily stunned or contained, never actually harmed.

6. Trial of Loki.
They must be saving this for Thor 2? Why not show us Loki being tried in Asgard for a few seconds, just to tie off the thread of the movie’s main villain. Even as the relationships between Thor and Iron Man or Thor and Captain America — and especially Thor and punch-happy Hulk — were drawn so skillfully, the story between Thor and his brother Loki gets interrupted and never really picks back up.

Reportedly there is 30 minutes of deleted material, so that may have filled in some of these gaps but a call was made to cut it to keep the story moving. The story moves at an almost perfect clip, knowing when to slow down for a set-piece or juicy conversation, and when to speed up. You see that care was taken to put in exposition for those who were coming fresh to the series, or to refresh memories. So it wasn’t just that Joss didn’t have to do the usual exposition, it’s just that he did it so entertainingly that you don’t mind it.

What do we learn from the scene where we meet Black Widow? That her skill is in manipulation and information gathering (as well as kung-fu). It’s a fun scene, though it seems to be just character stuff, until we see a parallel scene later in the film where she confronts Loki. It’s one of the best scenes in the film, and the payoff to the scene doesn’t work unless you’ve seen the earlier scene of what Black Widow does. (It also informs the scene where she goes to bring in Bruce Banner.) That’s what I mean by making the exposition entertaining.

In retrospect, The Avengers makes the films that lead up to it feel worse, because you see how much better a “comic book film” can be done. Why o why didn’t Whedon do them all, one laments. The original Iron Man was also good, but I think The Avengers tops it. Only The Dark Knight, from another universe entirely, would seem to rank in the same pantheon. Dark Knight had real, human issues of justice and evil on its mind. The Avengers never gets to that level of gravitas. But it’s a whole lot more fun. And in my universe, this kind of fun is a tesseract worth fighting for.