Iron Man 2 largely eschews the popular practice of action sequels offering nothing but bigger and louder explosions. While it does throw a bone or two to the action crowd with at least two scenes of destruction and mayhem, it largely plays down the action angle in favor of several nice character moments that play into the comedic talents of its large cast. If only it had avoided stacking its script with too many characters and plot twists, it might have surpassed the fun of the first movie.

After outing himself as a superhero at the end of the first film, Tony Stark (Robert Downey, Jr.) appears to be on the top of the world. Acting as a one-man nuclear deterrent, Stark and his Iron Man suit have brought about world peace. To make things even better, Stark’s company is riding high on his popularity, reaping untold profits. So what could possibly go wrong? Let’s count the ways.

First, there is a smarmy senator, played by Garry Shandling in an extended cameo, who wants the Iron Man suit turned over to the Pentagon. Second, there is the sleazy head of a rival weapons company, Justin Hammer (Sam Rockwell), who wants to not only be the next Tony Stark, but also to bring down the original man in the process. Third, a crazed Russian scientist by the name of Ivan Vanko (Mickey Rourke) has created his own version of the Iron Man suit with the intention of making Stark extinct. Fourth, and most importantly, the high-tech battery in Stark’s chest that is keeping him alive, is rapidly poisoning him. In addition to this overly busy narrative, appearances by Samuel L. Jackson as Nick Fury, grumbling about “the Avenger Initiative,” are shoehorned in for no other reason than to plug a movie that hasn’t even gone into production yet. And all of this is to say nothing of the extended scenes of Stark and his assistant turned company president, Pepper Potts (Gwyneth Paltrow), verbally sparring over everything from his mysterious new assistant (Scarlett Johansson) to his erratic behavior.

So much plot, so little running time.

It’s to the credit of director Jon Favreau that the film doesn’t topple over from the weight of all the baggage. While it might qualify as heresy to some action fans, Favreau’s decision to scale back on the action sequences in favor of further developing his main characters is a wise one. The result is that every time the film feels like it’s about to devolve into nothing but a chaos of silly pseudo-science — in one of the more ridiculous moments, Stark actually invents a new element — and repetitive scenes of giant, metal men bashing the hell out of each other, the script downshifts and the film is allowed to breathe.

While Downey, Jr. brings his usual charisma and barely contained manic energy to sell the idea of a character as ridiculous as Stark, the supporting cast, with one notable exception, does equally good work. Don Cheadle is a step up from the original’s Terrence Howard as Stark’s best friend, Rhodey. Rourke brings a sense of palpable danger and honest madness to his psychotic villain. Rockwell is perfect as the anti-Stark. Aping Downey, Jr.’s mannerisms to perfect comic effect, he plays Hammer as the nerdy kid who takes every opportunity to show up the school jock, while doing a terrible job of hiding how much he wants to be just like him. Even Johansson steps up her game, playing the material with just the right mix of wit and sexiness. If there is one member of the cast who is out of step from frame one, it’s Paltrow. Forced to engage in several scenes of near-screwball comedy, she ranges from stiff to practically absent. She makes such little impact that you can practically see her fade into the background. It would be tempting to blame the script by Justin Theroux for giving her a hopelessly one-dimensional character. That would be partially truthful, but the fact remains that, as written, all of these characters are skin deep — it’s the performances that help them become something more than cardboard cutouts.

Even more than the first film, Iron Man 2 is carried by its sense of humor and loose, nearly improvisational feel when it comes to building its characters. Action fans may grumble that there’s not enough destruction — even with a climax that seemingly destroys half of Queens — but the loss of a few explosions is a small price to pay when it comes to a summer blockbuster that doesn’t wear out its welcome by the end credits.

Matt Wedge is a writer and film critic currently doing time in the suburbs of Connecticut.

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