For many, this writer included, the original Thor was simply one of the “Avenger” films that audiences just had to get out of the way in order to make The Avengers a cinematic reality. As a comic book film, Thor lacked the satisfying action fans crave. And as a movie, it lacked many of the elements that make for a satisfying story, like character motivation. Thankfully, Thor: The Dark World is vastly improved; it’s smart, funny, and action-packed.

In the beginning, a powerful energy drifted through the cosmos called Aether. An ancient race called Dark Elves, led by Malekith (Christopher Eccleston), sought this energy in order to plunge the universe into darkness during “the convergence”, which is a moment that occurs once every 5000 years when the nine realms are perfectly aligned. They would have succeeded if it had not been for Asgard, led by Odin’s father, who repelled the Dark Elves by invading their world. The remaining Dark Elves were forced to retreat into their last remaining space vessel and flee into deep space, where they remained in hibernation. The Aether was buried where no one could find it.

Now, 5000 years later, convergence is upon the universe once again, causing rifts and portals between worlds to appear. The Aether wants to escape, and it may have found a host in Jane Foster (Natalie Portman). With Dark Elves reawakening and the Aether on the loose, Thor (Chris Hemsworth) must do the unthinkable to stop this catastrophe – he has to work with his brother, Loki (Tom Hiddleston).

The core of any comic book movie is the action, and Thor: The Dark World has plenty of it. It’s more than just action, however; it’s good action. Thor actually sweats a little. At times he’s in real danger and has to use guile to outwit his opponents and trick them into making mistakes. The action is also smart. While audiences are going to expect a huge battle in the third act, they probably won’t expect the cleverness that went into the planning. All of the set up in the first act about portals and rifts wasn’t just scientific gobbledygook; it’s important information so that audiences understand what’s happening in the climactic fight. It’s a shame that his compatriots don’t have more to do – his Asian friend doesn’t even get to do anything as he’s written out early – but it’s probably for the best considering the film is already crowded with characters.

Dark World also surprises with its excellent dialogue and characterizations. There’s a very strong streak of Joss Whedon’s humor running through the film, with Thor and others uttering lines that are funny in ironic ways. More importantly, the characters all feel that much more developed. Perhaps it’s because audiences have been so inundated in the Marvel universe that viewers can’t help but feel like they know these characters. Whatever the reason, the actors certainly fill out their roles well. Tom Hiddleston especially appears to have gotten to the core of his character and he electrifies every scene he’s in.

The only real complaint is that the Thor universe as presented in this film feels incoherent. On one hand, the Asgardians fight with sword and shield while the Dark Elves have space ships and laser rifles. When Asgard comes under attack, the Asgardians produce anti-air cannons and raise a force field around the city. At times it feels like bad sci-fi. Fortunately, the film focuses mostly on the sword & sandal vibe, which comes across much better.

Thor: The Dark World is a satisfying experience, and no fan of comic book films will feel like they need more. It’s got a strong cast, strong writing and strong visuals. As an aside, the 3-D isn’t worth it, and actually made the film harder to watch if the glasses weren’t positioned just right. For those who were disappointed by Thor, this film definitely sets the franchise on the proper course.