Even the simplest of superhero sequels can be its own kind of hell. Sagas about superhero teams are even easier to screw up. At worst, they end up looking like an amateur plate-spinning performance at some lame high school talent show. Ultimate Avengers 2 isn’t quite that bad…but it’s verging on territory the Fantastic Four films would explore at length to their (and our) eternal detriment. For thirty minutes Ultimate Avengers 2 held me. Then it all fell apart in the act of wrapping itself up. There’s some irony in there somewhere.

Animated direct-to-DVD superhero movies have this bad habit of taking on more water than they can reasonably carry through their truncated running time. It’s an old story but I’ll tell it again: when you have seven characters with seven back stories, seven arcs with seven conclusions, and only a hundred and nine minutes to run them all…you get a disappointing sequel.

It opens somewhere in some jungle, where men in loin clothes and panther paw tattoos chuck spears at the Chitari, those damn dirty aliens who tried to take over the world in the last film. We’ll soon learn that this is the fictional African nation of Wakanda. It’s wise and just King T’Chaka (Dave Fennoy) is in the midst of showing-off of his grown-up son and heir, T’Challa (Jeffrey D. Sams) to the masses when an alien attack interrupts the Crown Prince’s return from studying abroad. This moves T’Chaka to don the royal cat suit and clawed gauntlets to become the Black Panther.

First created as yet another full-of-himself, superpowered royal capable of handing the Fantastic Four their collective ass (because, by that point in the mid-60s, the Sub-Mariner had his own book), the Panther eventually developed into the first black superhero in modern American comics. His run in Jungle Action #6-24 (Sept. 1973 – Nov. 1976) is a stand out epic from comic’s Bronze Age: the first twelve issues were conceived as a multi-part story arc from the start, adding a degree of depth and shading to T’Challa, Wakanda, and their place in the wider Marvel Universe previous stories could only dream of.

But forget about all that. Back in Ultimate Avengers 2, the king T’Chaka is dead, killed in battle with Herr Kleiser (Jim Ward), the Chitari’s old ambassador to the Third Reich back in the 1940s. Long live the King T’Challa, who, after checking out the Panther Cave (I’m sorry, I know it’s supposed to be “the Eye of Kings” but with its Big Screen monitors, secret entrance, and spare costume on a stand, it’s the fucking Panther Cave in all but name) decides to do the sensible thing and look up someone with experience kicking alien/Nazi ass. Someone like Captain America. Who, we’re given to understand, has managed to forget all about all that character development he went through in the last film.

Remember all that stuff about the Captain accepting his place in the world and growing into his role as field leader of the most ungainly superhero team this side of the X-Men? Well, too bad. Forget it. Instead, focus on the fact our Captain’s apparently developed a taste for going it alone. I love how flashbacks to the waning days of World War II keep intruding on Steve Rogers during his re-introductory action sequence. Might’ve been nice to show a few of those in the prequel.

After casually mowing down a warehouse full of Hydra agents (even drowning two of the poor bastards in acid – sheesh, this really is the Ultimates universe) General Nick Fury (Andre Ware) and Natalia “Black Widow” Romanoff (Olivia d’Abo) try and fail to break through the crusty shell Steve’s grown around himself between films, unaware that shell’s composed of a unique substance I’ve dubbed “assholeonium,” stronger even than the Captain’s shield. Fury, being 60%  assholeonium by volume, orders Cap to take some down time. Widow’s concerned Steve’s being intentionally and needlessly reckless, avoiding personal entanglements by keeping himself in the shit. Better to face a line of Hydramen than that line of gravestones we see Steve stand before in his flashback/dream sequence. Graves that used to be his friends and lovers.

Speaking of which, where’s Gail? I distinctly remember her conquering her own vanity to come sit by Steve’s bedside as he recovered from his Hulk-smashing, hale and healthy as any woman who must be pushing eighty by now can reasonably be. Where’s Buck Barnes for that matter? Wasn’t Cap’s reconciliation with those two meant to show that he’d finally gotten over his whole “I was frozen today!” thing?

Guess we can forget all about that, too. Cap certainly does, snapping awake and ready to brawl as soon as he notices T’Challa sneaking into his room. Funny how S.H.I.E.L.D., for all its Top Secret military hardware, its no doubt multibillion dollar security apparatus, and its headquarters on an island fortress in the middle of New York Harbor, still can’t stop one guy in a cat suit from sneaking up on its most-prized, one-of-a-kind possession: the only surviving Super Soldier on Earth. This S.H.I.E.L.D.’s looking more like the Old Galactic Republic every day. Pretty soon, they’ll be assigning their most important tasks to half-trained, whinny nitwits with nascent fascist sympathies and an irrational hatred of sand.

Since Steve and T’Challa’s fight never really materializes, it’s time to assemble the Avengers. T’Challa tells Steve and General Nick what happened in the prologue. Both are perturbed by Kleiser’s reappearance, and Fury offers aid right off. T’Challa refuses since, like all fictional, isolationist kingdoms, “outsiders are forbidden in Wakanda.” Royal lineage or no, T’Challa would have to push any amendments to that law through a whole council’s worth of crusty old men who already distrust him and all his fancy “Western” book learnin’.

But this is S.H.I.E.L.D., remember? If I ever won Nick’s job, I’d change S.H.I.E.L.D.’s official motto to read “Laws are made to be acknowledged, then ignored.” More honest, don’t you think, than S.H.I.E.L.D.’s pretense of defending anyone or anything…apart from the status quo? Be that as it may, Fury orders the team to Wakanda for an “under the radar” recon mission. Because nothing says “under the radar” like dropping five of the most powerful superheroes on your government’s payroll into the middle of someone else’s country. In their private jet, no less.

Things go wrong rather quickly, and the Wakandan Self Defense Force hands Our Heroes their collective ass. Iron Man even lampshades how impossible this is with his line, “Well, that was embarrassing.” Hey, it could’ve been worse: they could’ve been Ewoks. At the very least (as the Panther says) “There’s is more to Wakanda than meets the eye.” Turns out their nation rests atop a meteor of pure vibranium – the alien metal that helps make up Cap’s shield and provides the Chitari with all their kick-ass technology. The Chitari attempted to invade Wakanda back in 1942, the Wakanda’s repelled them, captured a Chitari ship, and spent the next sixty years reverse-engineering it into their nation’s defenses. Now, having failed to establish a beachhead on S.H.I.E.L.D. island in the last flick, the Chitari are going all out. One of their motherships arrives just in time for the last act, blanketing the world in an invading force that makes H.G. Wells’ Martians look conservative. Will the Avengers turn back this intergalactic tide? Will Wakanda ever learn to ask for outside help? Will Steve ever get the fuck over himself? And is this flick actually worse than the eponymous Mark Millar/Bryan Hitch comic book which nominally inspired it?

Yes to all the above. Millar’s Ultimates had plenty of problems stemming from it’s attempts to serve two masters and didn’t do very well by either. A mainstream comic book series, it nevertheless attempted to be “mature” and “dark” by being “edgy.” By which I mean, “Millar turned all the most-beloved characters of the Marvel Universe into stupid, self-centered assholes.” By which I mean, “your standard, run-of-the-mill, Mark Millar protagonists.” Except for Thor. I loved Millar’s Thor. Even the stripped-down version of him we saw in Ultimate Avengers 1 added a lighthearted wonderfulness to the otherwise-serious proceedings. Millar purposefully blurred the line between your garden variety, superpowered crazy person and a Norse god on Earth, turning Thor’s real nature into the mystery that powered most of Millar and Hitch’s Ultimates 2. Sure, the comic screwed its own pooch, brought up more than it could handle, and resolved everything in four issues with a lot of fight scenes, one-liners, and casual murder…but that’s just Mark Millar for you.

This film – indeed, both Ultimate Avengers movies – screwed the books even harder without even the slightest dab of lubricant. I gave the first one a pass because at least it was straightforward. It told the story of Steve Rogers coming to terms with himself, his past, and his place in the world by kicking the shit out of some aliens. The other Avengers came in as support players to Steve’s arc, with Bruce Banner’s attempt to come to terms with himself by kicking the shit out of etc. nicely paralleling the Captain’s. The aliens-trying-to-take-over-the-world plot was really the C story. Here, it’s the A material, and while trying to drive the film as a whole it eventually sends everyone and everything else straight off a cliff. I’ll bet you were wondering where all the other characters on this team went during that plot synopsis, weren’t you?

Well, Bruce Banner spends most of the film stuck in a S.H.I.E.L.D. holding cell, tortured by one of his fellow scientists, a non-character named Oiler who only rates a mention because he’s voiced by Mark Hamill. After Luke Skywalker forces Banner to watch clips from the first film over and over again, Bruce hits upon a literal chink in the Chitari’s armor. Vibranium may be the strongest fake-metal in the universe (apart from adamantium, of course) but with enough gamma radiation it’ll fall apart like stale crackers. Which explains how the Hulk could so easily smash his way through the Chitari strike force…though by that logic the Hulk should’ve made short work of Captain America’s shield. (Maybe the adamantium laminate helped? Ah, who cares?)

Whatever. All this serves to do is set up a melodramatic death scene for Bruce Banner…which ends exactly the way such things always do: with a last-minute, off-screen Hulk-out and about ten seconds of actual action. Why put the Hulk in your film at all if all you can think to do is give him a glorified cameo? Were the creators of Ultimate Avengers taking their cues from Trial of the Incredible Hulk?

There’s a lot of that going around, flitting about The Steve and T’Challa Show as if to remind us that, yes, this does actually have the word “Avengers” in the title. Now that I think about, Banner’s arc is actually a handy metaphor for how this film treats all of its non-Captain America characters: after being kept under glass for the first forty-five minutes everyone’s suddenly and miraculously freed of their bondage so they can participate in wrapping up the main plot. Unfortunately, by then, all the film can think to do with them hand out melodramatic death scene like it’s the last day of a Melodramatic Death Scene post-Superbowl Sales Event.

Banner gets his and, back in the climactic battle, GiAnt Man Hank Pym (Nolan North), gets to sacrifice himself for the team. He and Iron Man blow up the Chitari mother ship, Independence Day style, a chunk of debris clocks Hank on the head, and he dies. Was I supposed to care? I suppose so. Iron Man seems nonplussed enough to jump right back into the action, saving Wakanda from meeting the same fate Paris and Singapore met in Armageddon by deflecting a chunk of Chitari debris with his rocket boots. This drains Iron Man’s batteries and nets the film its third Melodramatic Death Scene in fifteen minutes. But since we can’t kill “the Great Tony Stark,” Thor gets to step up, strike a “Live, damn you, live” pose and bring Tony right back to life.

I can just imagine Thor standing over Hank Pym, sheepishly cradling Mjollnir, thinking about death as only a god can. Then Iron Man drops out of the sky like a falling brick and the Son of Odin perks right the fuck up. I imagine him thinking to himself, By Odin’s beard, this has something to do with electricity! And I’m the God of Thunder! Stand back! Everybody! I got this motherfucker. This is all me! Live, damn you, live!

At an hour and nine minutes (including credits), Ultimate Avengers 2 just doesn’t have the time to play with everything in its toybox. Steve has to come to terms with blah-blah-blah…again. Hank and Janet Pym (Grey DeLise) have to break up so they can reconcile just as Hank slips off into the Great Beyond, his noble sacrifice forever traumatizing his lady wife. Thor has to defy Odin and meddle in the Affairs of Mortals. T’Challa has to show off his cool Panther powers, the better for people to recognize him once his live action movie escapes Development Hell. And Bruce has to win back Betty’s trust because…well, she’s Betty Ross, and I don’t care who you are – you want Ultimate Betty Ross on your side. She’s a babe of a Scientist in the best Babe Scientist traditions: she can whip up anti-alien superweapons on the fly, and she’ll hand deliver them to your ass even if you’re stuck in deepest, darkest Africa. What herto male nerd wouldn’t want to tap that? (Frankly, I’d like to see this Betty Ross get her own damn series.)

For all the issues (no pun intended) I have with Mark Millar’s comics (he turned Betty into a simpering PR flack, for one thing), at least he can handle multi-character plots . His Ultimates 2 was a perfectly-good sequel. It expanded upon its universe without leaving half its cast on the back bench until the final act, or forcing Nick Fury monologue the exposition. But as I’ve said before, Millar never misses a chance to destroy the good will he’s managed to build up with his audience.

In this, at least, Ultimate Avengers 2 is a perfect adaption of Millar’s comics. At least Black Widow escapes this film alive…and Janet Pym escapes without being raped by ants. If Our Heroes various trials and tribulations flowed organically from the main plot, everything would be fine. Since they don’t, everything – from The Hank and Janet Show to Hank’s death to Thor’s pleading to Bruce Banner’s screaming – everything not related to the Steve, T’Challa and Herr Kleiser Hour – feels like a  tacked-on afterthought.

Had it spent another hour with its unwieldy cast, each one of them headliners, Ultimate Avengers 2 might’ve done itself some justice. Instead, it did the first movie’s alien invasion plot again. So I’m supposed to say, “If you liked Ultimate Avengers you’ll like this, because its just more of the same,” but that’s bull. If you liked Ultimate Avengers then you don’t need me to tell you to go watch it again. The sequel does nothing it didn’t do…except make the first film look better by comparison.