When the original Iron Man was released two summers ago, the wave of good reviews and positive word-of-mouth were rooted very much in a sense of surprise--who expected yet another tiresome superhero movie to have this kind of wit and intelligence (in addition to, of course, blowing stuff up real good)? There were hints that it might be something special--Jon Favreau was an unusual choice for director (with a background more in character comedy than slam-bang action), and Robert Downey Jr., while firmly on the comeback trail, wasn't anyone's idea of an action hero (or anchor for a potential tentpole). But those were risks that could have backfired, and one of the many pleasures of the original film was watching how beautifully those risks paid off.

The one thing that Iron Man 2 can't replicate is that sense of surprise--in fact, as most sequels do, it battles the considerable expectations set by its predecessor. We love to build these franchise pictures up, and then we love to tear them down, which is why some of the initial buzz has been less than stellar. But it doesn't have much to do with the movie itself, which is slick, good-natured, exciting, and frequently funny.

Favreau and actor-turned-screenwriter Justin Theroux (who co-wrote Tropic Thunder) find a clever way to link up to the end of the first movie: with a TV airing the press conference at that film's conclusion, where billionaire bad boy Tony Stark (Robert Downey Jr.) announced that he was, in fact, superhero Iron Man. We then pull back and see who's watching that television: dying Soviet scientist and one-time Stark employee Anton Vanko, and his son Ivan (Mickey Rourke), now bound and determined to extract familial revenge from Stark. Meanwhile, Stark is being called up before a Senate subcommittee (headed up by a terrific Garry Shandling), which demands he turn over the Iron Man suit so that it can be replicated by the U.S. military. He is, to say the least, reluctant.

He's also finding it tougher to be both a businessman and a superman, so he makes his faithful assistant Pepper Potts (Gwyneth Paltrow) the CEO of Stark Industries, and hand-picks a hottie from legal, Natalie Rushman (Scarlett Johansson), to take her place by his side. That's all well and good until Vanko makes an attempt on Stark's life, with the help of technology not dissimilar to the so-called "arc reactor" that keeps Tony alive (though less stably these days). Vanko's stunt catches the eye of Justin Hammer (Sam Rockwell), Stark's chief competitor, who helps fake the Russian's death and puts him to work building a new Iron Man-style "drone" that will put him over.

Looking over that hefty description (and I haven't even mentioned Nick Fury or "Rhodey" or Agent Coulson), it sounds as though the critics are right, that Iron Man 2 is too plot-heavy, that Favreau and Theroux try to jam in too many characters, too much story, too much stuff. But that's what's great about it--the film is all about story and character, and the story and characters are so compelling, we don't even realize how long they take to get Stark into the suit, fighting. The picture delivers on action sequences, but it's not built around them--they're the logical outgrowth of the dizzy plot, which is as much about character (and, frequently, character comedy) as it is about teeing those set pieces up.

Downey continues to inspire; with his off-hand line readings and full enjoyment of the gaudy spectacles he creates, he continues to operate with the gleam of an actor who's getting away with it, though he puts on exactly the right amount of a straight face for the reasonably intriguing examination of Stark's daddy issues (Mad Men's John Slattery is wonderful as the senior Stark, seen only in old movies). Downey again bring out the best in Paltrow; the film preserves and furthers their His Girl Friday-style repartee. Don Cheadle (stepping in for Terrence Howard) doesn't have too much of a character to play, but he gives it some spin, while Rourke is plenty creepy and Rockwell is at his smarmy, entitled best. But the most valuable new player is Johansson. She is, first of all, absolutely stunning--it's kind of charming the way the movie just stops to stare at her after she makes her first entrance, in the innocent but awe-struck way that old movies used to regard their glamour queens--and her first few appearances, all flirty dialogue, plunging necklines, and unexpected physicality, give the movie a quick, dirty thrill. But she's also got action chops; when she's unleashed for a lightning-fast break-in to a well-guarded facility, slithering down the hallway and dispatching all comers with grace and ease, it damn near stops the picture.

Favreau remains a savvily comic filmmaker, always up for throwing in little visual gags in the middle of a big action sequence, like Johansson's move with the mace or the payoff to the tiny rocket joke. But he's also not laughing at his material--there's a real story arc at work here, with the first film showing the character's rise, and this one the inevitable fall. Most importantly, though, he carries over a sense of wonder, of awe, of holy-shit-I'm-flying fun. Is the picture too busy? Maybe. Does it top the first film? Not quite. But when you get down to it, Iron Man 2 only has one job: to entertain. It does so, with wit and skill.

Jason lives in New York. He holds an MA in Cultural Reporting and Criticism from NYU.