Thor: The Dark World is a big improvement over the original to my mind. The reasons for that aren't hard for me to pick out.
- Although large parts of it are set on Midgard, London to be precise, or course, there are big chunks of the action set on Vanaheim, Asgard and Svartalfheim - all places where people in armour wielding swords and axes look right at home. I'm not sure if they put more effort into the costumes as well (I think they probably did) but they looked a lot less like lost cosplayers and more like they belonged.
- They didn't try to shoehorn in a shedload of Avenger's continuity stuff. There were bits of that - and some were funny - but this was basically Norse mythology albeit a rather oddly slanted take on it.
- The Marvel slant of "the Gods are long-lived beings from another plane with super-science" was really blurred here. There was no discussion of how any of it works, no one scurrying to repair anything. There were certainly technological-looking things - Asgard is defended by laser cannon and so on - but it's equally defended by ground troops with magic shields and spears, Thor with his magic hammer and so on far, and actually far more clearly so.
The core story is pretty simple - the Svartaelfs want to bring the worlds back to the darkness that they lived in before the pesky upstart Gods came along. Their super-weapon to do this ends up in Jane Foster, Thor's love interest, conveniently just as Heimdall is checking up on her and he realises something is wrong when he can't see her. Thor takes her home to work out what's up. Malekith, the leader of the Svartaelfs and the few remaining of his kind try to get the weapon back and mayhem ensues. While parts of this are pure invention, a big chunk of it could basically be a lift from various sagas. If you're going to rip off a story, might as well go for one that's lasted over 15 centuries!
There is a lot of big, bold action mayhem. A lot of it is very pretty - but hey, it's deity-level beings going all out against each other without any need to worry about the scenery a lot of the time. You don't have the silliness they had in Man of Steel for example, with Superman giving Zod a pointless facial in a skyscraper for example. That could descend to silliness on the other side, although I can't think of an example right now, but they reined that impulse in too, by and large.
I would also say the fight scenes, except the climactic one of course that you know is coming, generally advance the story as well. It's not a case of showcasing a fight scene, or not just showcasing a fight scene, each of them actually does one or two things to move the story along nicely as well. That's important and to my mind has often been lacking in other films recently. And while it's a matter of personal taste I didn't think the fight scenes went on for too long. Even in the climactic scene it's nicely cut together so there's stuff for Thor and Malekith to do to each other, there's stuff for Jane and Erik to do, there's minion level baddies to chase Jane, Erik, Darcy and 'the intern' around and be a reasonable threat to them without just obliterating as them Malekith would.
Before you start thinking the film is just fight after fight, there are a number of other wonderful, small moments and nicely handled story-telling scenes as well. Odin and Thor lock horn(ed helmets) about Thor's fascination with Jane. Sif (still not golden-haired, bad Marvel, but rarely referred to by name so less grating on my nerves) and Jane exchange incredibly pointed looks that speak volumes. Encyclopedia Britannica sized volumes. I don't remember if they ever actually have even a rudimentary spoken conversation (Sif gives Jane an order) but they exchange a lot of loaded looks. Frigga on the other hand seems to like Jane.
There's various nice bits of Loki in prison at various points and reacting to various events. It could have been overdone and changed the tone badly but actually it was nicely handled, worked in organically and kept you abreast of what seemed to be happening to Loki without forcing it at any point - letting you see, and understand, his resentment festering.
There's a lot of interaction between Thor and Loki as well. I'm a bit torn about this. I really enjoyed the portrayal of both characters and large parts of the way they interacted. But everytime Thor said "I wish I could trust you Loki" I groaned inside. By and large Thor and Loki got into trouble together in the myths precisely because Thor does trust Loki - when Thor finds out he's been duped he flies into a rage, tries to kill him, then gets calmed down and soon enough they're off again. All that aside, more time with those two together on screen surely wouldn't hurt. They both seem really well cast and to have that sprinkling of old-fashioned Hollywood stardust in these roles, and together on screen it seems synergistic.
There are a number of named female characters: Frigga, Sif, Jane and Darcy are the obvious ones. It's more bloke heavy on the named characters - Odin, Thor, Loki, Erik Selvig, Heimdall, Malekith, Malegrim and I'm sure the other 3 of Thor's warrior buddies are named too. However, there are a few bits of techno-babble conversation between Jane and Darcy when they're not explaning Darcy's intern (also named), wishing Erik would answer his phone and the like. There's a really, really short (2 lines) conversation between Frigga and Jane. There's a pretty long conversation between Jane and a character I didn't catch as named at the time, but did when checking the spelling of Malekith - Eir, the Asgardian physician - that's pure technobabble and nary a mention of boys despite Thor standing right there. So lots of bits where it does well on the Bechdel test. And although there are places where it seems quite old-school sexist in tone, all the women in this movie, except perhaps Darcy, are proven to be frighteningly competent and trusted to be so. Even Frigga, whose strength's don't run to front line battle, is no slouch with a blade.
As a final note, and I'm not going to say who dies, but there is a major character death part way through the movie, along with the deaths of many unnamed soldiers. There is also an Asgardian funeral. Whoever put that together did a really good job. It was utterly different to anything I've seen but clearly inspired to some extent by a Norse boat-burning funeral. But it really worked as a believable funeral rite for a significant character and the honouring of the fallen soldiers.
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