It's usually rare when a movie based on a comic book truly works (though the last five years have been good to superheroes with the Spider-Man movies, Superman Returns and Batman Begins showing what can be done with them) but what's more surprising is how rare it is for an actual animated feature/show to bring these characters justice - you'd think, being similar mediums, it'd actually work better.

Upon the success of Marvel and Lionsgate initial dip into direct-to-DVD territory with, Ultimate Avengers, the two companies decided to quickly crank out this sequel bringing back all the Avengers team from the first (Captain America, Hulk, Thor, Iron Man and others) only this time they've brought along Black Panther, an African prince, who ends-up joining their cause when he sees his father die at the hands of a Nazi-like baddie in the opening sequence. From there it's more super heroic non-sense as secret agent Black Widow leads the team in a fight against some War Of The Worlds copying aliens (they even have giant "walker" like crafts) and the shape shifting Kleiser, who killed Panther's dad and also has devious plans to take over the World and may just be one of the otherworldly invaders.

Working in flashbacks to the original and sporting acceptable animation (though it does look a bit basic at times), Ultimate Avengers II takes much too long to get rolling and while the original was a decent diversion, this sequel is pretty dull and messily plotted by scripter Greg Johnson - Hell, it even skimps on Hulk, who kicked all sorts of ass in the original. Actually, none of the supposed "heroes" here makes any sort of real impression on you, as you never feel their combined powers are what the World truly needs to be saved - they're just so thinly developed, it's hard to root for them.

In regards to the voice acting on hand, for the most part it's fairly decent with the exception of Olivia d'Abo (the only recognizable name here and a veteran of B-movies, television shows and even other voice work in other superhero cartoons like Justice League and Batman Beyond), whos Black Widow sounds like your typical, stereotyped, Russian accent that comes across as more silly than anything.

Even if you're a fan of the Avengers, or you're just a comic book geek who insists on seeing anything based on Marvel characters, you're probably better off skipping on this sloppily done sequel and waiting for Sam Raimi's third Spider-Man movie. There's just nothing here to keep your interest and if Marvel really wants to please fans they should be releasing the X-Men show from the 90's (you know the theme song just ran through your head.) on DVD instead of watered down pap like this. (Chris Hartley, 12/14/06)

Directed By: Will Meugniot, Richard Sebast.
Written By: Greg Johnson.

Voices: Justin Gross, Grey Delisle, Michael Massee, Mark Worden.