Captain America: The Winter Soldier was perhaps my biggest surprise of the Marvel Cinematic Universe thus far. While Guardians of the Galaxy came out of nowhere with its unconventional style and Ant-Man managed to impress despite its troubled production, The Winter Soldier blew away all of my expectations. I enjoyed Captain America’s first outing, particularly because of its strong cast, but overall I was underwhelmed by its uninteresting plot. I loved what Joss Whedon did with the character in The Avengers, but I never imagined that The Winter Soldier would be so thrilling. The Russo Brothers brought a very specific cinematic flavor to Captain America, which combined with a witty screenplay, the best action sequences in the MCU, and a willingness to overthrow the establishment to give us a movie that works on many different levels. Following that success, the question of Captain America: Civil War became not “Is it any good?” (because with Marvel’s track record at this point, they have the benefit of the doubt) but “Just how good can it be?” What could the team that brought us The Winter Soldier do with a larger roster of heroes in what could just as easily have been titled Avengers: Civil War? The result is another excellent entry in the Marvel series that, while perhaps not reaching the top tier of what Marvel has to offer, shows that there is still plenty of fuel in Marvel’s tank. Civil War is an exciting, emotional ride with interesting things to say, that is willing to take our heroes in new directions, reshuffling the cards for the next hand that Marvel will deal over the next few years.

Civil War picks up right where the final moments of Avengers: Age of Ultron left off. Steve Rogers is leading a new group of Avengers comprised of Black Widow, Vision, Sam Wilson, War Machine, Wanda Maximoff, who take out threats around the world in an effort to protect humanity. But when their latest mission results in the deaths of innocent bystanders, the United Nations capitalizes on the growing unrest at the Avengers’ seeming lack of concern over the consequences of their actions to pass the Sokovia Accords, an attempt to provide oversight of the Avengers. Tony Stark, still struggling with the consequences of creating Ultron, feels that the team should sign the Accords, hoping to provide some accountability to the people they’re trying to protect. On the other hand, Rogers feels like oversight will tie their hands too much, either preventing them from intervening when they believe it’s necessary or forcing them to go on missions with which they’re not comfortable. The Avengers fracture, with heroes coming down on both sides of the debate, and those who refuse to sign are cut loose, no longer allowed to be a part of the team.

The situation grows more complicated and confrontational, however, when Bucky Barnes reenters the picture. There’s a bombing at the signing of the Sokovia Accords, and Bucky, the Winter Soldier, is the prime suspect. Rogers believes Bucky to be innocent, and goes to his rescue in the fear that Bucky will be killed as the military attempts to bring him in. But Steve and the UN aren’t the only ones after Bucky, as he is also being pursued by the mysterious Black Panther, formidable opponent in a slick, black, vibranium-infused, be-clawed suit on a mission of vengeance. Steve and Bucky hope to evade capture long enough to find out who’s really behind the attack and what their larger plan might be, but they’ll have to contend with Stark and the UN-sanctioned Avengers, who hope to earn a little redemption in the eyes of the public by bringing Bucky to justice. A confrontation becomes inevitable, with the only questions being where does each hero’s loyalty lie and who will show up for the ultimate showdown as Bucky and Steve race against the clock to uncover and stop a nefarious plot with Stark and company standing in the way. What none of them can know is that the truth isn’t always what they believe it to be, and there are revelations ahead that will change the nature of the team forever.

Captain America: Civil War is as epic as its title suggests. It’s a globe-trotting adventure filled with high-speed chases, brutal hand-to-hand combat, swooping acrobatic assaults, and some of the best superhero-filled battles ever seen onscreen. The showdown between Cap’s team and Stark’s Avengers is in many ways the centerpiece to the film, though not its emotional climax, and it’s simply a wonder to behold. It’s a complex, intricately-choreographed spectacle of stuntwork, visual effects, acting, and directing that is unlike anything we’ve ever seen on film. It’s exciting, often very funny, and fully of surprises, with a healthy dose emotional weight behind it. It’s thrilling to watch such a wide variety of superpowered, mechanically enhanced, and expertly trained characters face off in a huge melee, especially considering we’ve really only seen the Avengers fight armies of indistinguishable cannon fodder up until now. The creativity with which these vastly different characters use their widely different abilities in ever-changing combinations is a tribute to great writing and directing, but it’s the emotion behind the action that really sells this centerpiece of the movie. The sequence and the film in general would not work at all if it were not for the relationships we’ve built with these characters and they’ve built with each other over the course of 13 films. Without that history the movie and the battle would simply be eye candy with impressive effects but no meaning. But to watch Tony Stark and Steve Rogers battling furiously against and alongside their friends, completely convinced that they’re each absolutely right and determined to win the day but also reluctant to deal a knockout blow to those they care about, that’s the real appeal of everything in Civil War.

At its heart, Civil War is story about principles, compromise, and how far you’re willing to go for what you believe. The brilliance of the script is that it even though this is a Captain America movie and it clearly has a stance on the debate at the heart of the film, it still presents both sides of the issue as logical and understandable. It would have been easy to make Tony Stark into a simple villain and Steve Rogers as the unequivocal hero, but it takes a murkier view of things that makes the film far more interesting. It’s easy to understand the logic of requiring oversight of the Avengers but also easy to see the flaws of putting the Avengers on a leash. But beyond that, we have a feeling for why Stark and Rogers fall on their separate sides of the debate, and why each of their teammates pick their respective sides. The reasons and character motivations are never simple, ranging from general principles to overwhelming guilt, from personal vendettas to unwavering loyalty, and even to those just happy to be included. And rather than forcing our heroes into conflict, the film lets their positions evolve naturally, so the film feels like the inevitable conclusion of events rather than merely an excuse for one great action sequence. So that when the fists (and rockets, and energy beams, and telekinetic powers, and shields, and claws, and arrows, and webs, etc.) start flying, we’re wonderfully torn between wanting to see our chosen heroes win the day and also dreading what might be the consequences if they do.

Chris Evans and Robert Downey, Jr. anchor the film as Rogers and Stark. Evans brings a righteous determination to Captain America, fueled by his belief in the cause and his loyalty to his friends. But it’s Downey whose performance is the most impressive. Now in his sixth film as Tony Stark, it’s remarkable how much his character has evolved and changed since the beginning. While still wildly arrogant and snarky, Downey’s Stark has carried many more burdens over his last three films (Iron Man 3, Age of Ultron, and Civil War), and as such Tony Stark has become the most complex and most human character in the MCU. Stark is deeply flawed yet still ultimately heroic even his mistakes, but there’s now a tortured quality to the character that adds another layer to an already deep core. The fact that Downey is still turning in excellent performances after eight years playing the same character, and even campaigning for meatier roles in his films, rather than simply phoning it in for a big paycheck, is a testament to his work ethic and his fondness for the character.

Stark and Rogers may be the center of the film, but the rest of the cast makes the most of the moments they’re given. Sebastian Stan in particular shines, exploring the depths to which Bucky has been broken by years of brainwashed killing and the moral toll it has taken on him, to the point where he questions whether he deserves to remain alive at all even if he is more victim than villain. Anthony Mackie continues to steal every scene he’s in as Cap’s wisecracking and loyal sidekick, Sam. Paul Bettany and Elizabeth Olsen have some nice moments as Vison and Wanda Maximoff, who share a bond that is still somewhat undefined. But it’s the newcomers who make the biggest impression among the supporting cast. Chadwick Boseman’s performance as T’Challa, Black Panther and the prince of Wakanda, makes me excited for the characters solo film coming in 2018. T’Challa is a character torn between the old and the new, between his duty to the traditions of his country and the realities of the world, and Boseman gives the character a sense of weight and importance that a lesser actor could not have pulled off. And I never thought I’d be interested in seeing Spider-Man on the big screen again, but Tom Holland’s charming portrayal of awkward, teenaged Peter Parker, combined with the skillful way the character was handled by the team behind the film, has rekindled my interest. Holland’s Spider-Man feels purposefully out of place in the world of the film, while still feeling like a worthy addition to the movie’s lineup of heroes, and I’m still surprised just how well the addition of the web-slinger worked.

While there’s a lot to love about Civil War, from the inventive action to the emotional drama to the numerous moments that will make you laugh enough to choke on your popcorn, it lacks the feeling of perfection present in some of the best Marvel films, particularly the pair of Avengers films and The Winter Soldier. Civil War is jam-packed, to the point where it occasionally feel like characters or plotlines suffer a bit simply as a byproduct of having too much ground to cover. Every hero gets a few moments to shine, but many of the familiar faces are only in the movie in order to take part in the climactic battle, feeling at times more like pieces in a chess game than characters in a story, no matter how logical their reasons for being there. And Civil War occasionally suffers from tonal confusion, particularly in its marquee action sequence. There’s an awful lot of humor and jokes being thrown about for as serious and potentially deadly a confrontation as this, and it sometimes detracts from the drama and emotion of the moment. Humor has long been a staple of the Marvel films, and it always should be, but laughs come in all different forms and there’s a big difference between gallows humor as a defense/coping mechanism and cracking off jokes while punching your friends in the face. Thankfully the landmark battle sequence is not the film’s emotional or story climax, and things are more dramatic, emotional, and necessarily serious later in the film. But even then, a few major developments didn’t work for me as well as I would have liked. Characters on occasion react in a way that I didn’t feel was emotionally earned by the story, while other plot developments feel slightly arbitrary. In all, Civil War’s script by Christopher Markus and Stephen McFeely doesn’t feel as sharp or as polished as their script for The Winter Soldier.

Anthony and Joe Russo once again show their range as directors, and their ability to handle a wide variety of situations. They’re clearly the best action directors in the MCU bullpen, with a clever and inventive eye for keeping things exciting. They gave The Winter Soldier a 1970s thriller vibe that worked extremely well, whereas this time out they’ve gone with a different style entirely. The first half of the film, particularly its action sequences, are clearly from the Jason Bourne school of filmmaking, all gritty, closeup, brutal fighting and the shaky, quick-cutting modern editing and cinematography that was popularized by those movies. It’s not exactly my cup of tea, I much preferred the slower, faster, more artful sequences inThe Winter Soldier, but I recognize that that comes down to personal taste. But things open up in the second half of the film in order to showcase the brilliant clash of superheroes, which was a welcome relief to me. Civil War is far more than just action, of course, and the Russos bring nuance and drama to the heart of the conflict and the emotional paths of the characters.

Civil War is as much an event as a film, one which capitalizes on 12 movies worth of stories, journeys, mythology, and world-building. It’s fun, exciting, funny, and dramatic on its own, but only as a part of the larger whole does it reach its full potential. There’s an argument to be made that movies in the MCU have ceased to be movies at all, instead feeling like episodes of a TV series or chapters in a book with no foreseeable end in sight, and that interpretation reasonably frustrates some people. On the other hand, this sort of storytelling allows the Marvel team to tell stories far richer and more complex than could ever be found in a stand-alone film or even a traditional sequel. Beyond simply bringing the characters together as a team in The Avengers, Civil War shows off the potential for storytelling in this fully established world when it can be assumed that an audience already has emotional attachments to its many characters. And while Captain America: Civil War may have some flaws, it’s still an exhilarating first step into a new form of cinematic storytelling which redefines what it means to be a sequel. It’s more than Captain America 3, or Avengers 2.5, it’s something altogether new. And as the universe continues to grow, change, and evolve, each of the previous films becomes a part of a deeper whole as all of the movies grow together. Civil War is a hell of a ride, but I feel like even bigger things are still to come.

A-