I had high hopes for this one, but due to the quality of the latest Marvel Studios product, and the strengths of Joss Whedon (FireflyBuffy the Vampire Slayer, and Dr. Horrible’s Sing-Along-Blog) — I was not disappointed. The Avengers is a great popcorn movie and if not the best of the Marvel outings, it places.

The great bits of the movie are no surprise to Whedon fans: the dialogue and character interaction is superb, and occasionally subtle enough to miss. (Tony Stark, while still being snarky, manages to show a deep respect for Bruce Banner throughout the movie; something he doesn’t do with the other characters until the end.) The characters are well-written, from Black Widow’s ability to coax information out of the arrogant Loki, to Captain America’s spot-on “There’s only one God, ma’am, and he doesn’t dress like that…” line, to Tony Stark’s unwillingness to reign himself in to work with the others until the final battle. Of particular note is the SHIELD agent, Phil Coulson, who has a delightful moment where he’s trying to get Captain American to sign his Cap trading cards. (“They’re vintage!”) All the actors turn in solid performances, but Downey and Ruffalo really shine in this picture. Thor should be a bit more central with the villain being Loki, but he’s underutilized (as is Loki, really…) I got the impression that Whedon simply wasn’t interested in the characters that much.

The good: Whedon also managed to couple the story and characters to the CGI effects well: the SHIELD helicarrier is spectacularly rendered. The Hulk looks great and they manage to pull character out of the computer generated monstrosity in a way the other two movies couldn’t touch.

The bad: Well, there is Whedon’s usual killing off of the most likable support character. He does this in everything he’s put out, from Penny in Dr. Horrible, to Wash and Book in Serenity, and on and on in Angel, Dollhouse, and Buffy. You know it’s coming…it’s still annoying precisely because it’s not that much of a surprise, anymore.

But honestly, for me the worst part of The Avengers has got to be Samuel L Jackson as Nick Fury. He’s phoning the performance in. When he should be pissed, he comes off as mildly offended or peeved. He does almost nothing in the movie but jerk the heroes around to get them into action. His big moment in the sun is when he shoots down his own pilot from launching a nuke at Manhattan on the orders of the Committee — and still doesn’t stop the launch. His new sidekick (Cobie Smulders) is more interesting — and she even milks a bit of character out of a Hallmark card-flat bit player. (Her facial expressions when dealing with Captain America [sly sexual tension] and Tony Stark [ill-repressed revulsion] make her more than just admittedly-attractive furniture in the helicarrier.)

By the end of the movie, it’s obvious that Fury should be commanding a radar installation in Alaska, and Coulson or Hawkeye should be running SHIELD.

Loki was uninspired as a villain, and his attempt to break the cohesion of the team seemed overly convoluted and designed to pad the almost-too-long run time. The final battle is a bit confused and too long, as well, and we never really get much background on the inter-dimensional bad guys that Loki has teamed up with. (I’m presuming if you’ve read The Avengers comic, you’ll have a better grasp of who and what these guys are.)

Overall, it’s a four of five, for me — solidly good, almost great, but it didn’t quite have that ability to make me feel a sense of delight that Captain America or X-Men: First Class did. A few more minutes trimmed in the editing room and a bit more work on making Thor and Loki more important to the plot, would have made this the best of the Marvel flicks.