When I saw Captain America: The Winter Soldier back in 2014, I was completely blown away. Now, Directors Joe and Anthony Russo are back with the sequel, Captain America: Civil War, but they also have the unenviable task of not only following up, arguably, the best movie Marvel’s ever made, but also craft a semi-sequel to last year’s Avengers: Age of Ultron. Do they knock both tasks out of the park, or are moviegoers in for a long few years when these guys take over Avengers: Infinity War?

I’m going to try and not spoil too many things as I discuss the plot. I’ll keep my summary mostly centered on what’s been in the trailers so far. The film opens with Captain America (Chris Evans) leading the Avengers on a mission to capture Brock Rumlow, who is now known as Crossbones (Frank Grillo). However, during the operation, something goes horribly wrong and the Secretary of State, Thaddeus “Thunderbolt” Ross (William Hurt) approaches the team with an option, sign the newly minted Sokovia Accords, which would put the Avengers under the jurisdiction of the United Nations, or be branded vigilantes. There is to be a signing ceremony in three days in Vienna. The team has until then to decide. Iron Man (Robert Downey Jr.), suffering with his own conscience over what happened in Sokovia in Age of Ultron, is all for oversight, while Cap believes that the team needs to have complete autonomy in order to protect people properly. The team splits in some surprising ways and the Accords are put to the test when the Winter Soldier/Bucky (Sebastian Stan) returns to wreak some havoc. Cap wants to bring his old friend in alive, while the task force assembled to hunt the Winter Soldier have orders to execute him. To complicate matters, the Prince of Wakanda, T’Challa, also known as Black Panther (Chadwick Boseman) has a score to settle with the Winter Soldier and the fight over who will bring Bucky in and how splits the Avengers in two. Obviously, there’s more going on here than I’m letting on in this paragraph, but you get the gist.

Civil War is pretty spectacular. It’s a hell of a lot of fun with each character receiving his or her moment to shine. The only character who felt a tad shoehorned into the proceedings was Spider-Man (Tom Holland). This is his first appearance in the Marvel Cinematic Universe and he’s really here to gin up the audience for his solo film next year, but because this film doesn’t really follow the events of the comic story from which it gets its name, Spider-Man isn’t really integral to the story. He’s a fun addition and Holland does a great job with the role, though, so it’s not bad that he’s in it. It’s good to be excited about Spider-Man again. Everyone else, though, has a good reason for being involved and the film never feels burdened with too many characters. That’s a credit to both the Russos and Screenwriters Christopher Markus and Stephen McFeely. Markus and McFeely have an excellent handle on the characters, making them all feel like separate people. If one criticism could be leveled at Joss Whedon, it was that his writing style essentially turned every single Avenger into a quip machine, which became annoying after a while. I honestly don’t know if the somber Black Panther could have fit in with Whedon’s Avengers. Panther’s not exactly a joke factory, but his introduction here is fantastic.

I did feel that one thing this film lacked was a stronger catalyst for Iron Man to get behind the Accords. If you watch the trailers, Ross rattles off all the incidents that the Avengers have been involved with in their adventures and all the destruction that has been caused. However, what is kind of lost in that simplification is that every time the Avengers got involved with those events, they saved the planet. Only the incident at the start of this film is really a situation where the Avengers screwed up, but it is nowhere near as big as the inciting incident for Civil War in the comic books. So really, Tony Stark is dealing with his guilt over what happened with Ultron and trying to make up for it. I don’t know if that would be enough for him to cede control over the world’s most powerful beings to political forces—can you tell whose side I fell on in the whole “Team Cap,” “Team Iron Man” debate? Also, the stakes didn’t feel as high as the filmmakers want us to believe. Yes, the Avengers fight in this film, but in the two previous films, the team always felt seconds away from tearing each other apart, so that’s nothing new. I’m also not sure that the Marvel Cinematic Universe has earned the right to do Civil War yet, especially with this new team of Avengers we barely know. The comic book story this is loosely based on didn’t happen until after 40+ years of history. Perhaps one more Avengers film would have properly paved the way for this film. That’s not to take anything away from the final product, but it may explain why at the end you feel like asking, “What were they fighting about again?”

The biggest issue I had with the film, though, wasn’t even plot-driven, but was technical in nature. For many of the hand-to-hand combat scenes, the shaky cam was atrocious. The action at the start of the film was so jarring, I had to look away from the screen. It felt like whenever two people got into a fight, every hit they delivered sped up the film a half a second. It’s a hard effect to explain, but it was completely disorienting for me. The big superhero showdown at the end of the film looks great, though, so I’m not sure what was going on in the earlier portion.

There were also a lot of nitpicky things that rankled me a bit as I watched the film. Thunderbolt Ross might not be the best guy to trust with the security of the Avengers considering he spent a whole film trying to kill one of its members in 2008. This is something that Tony Stark would know, but no one brings it up in the debate. His presence is one of the reasons I fell so firmly on Cap’s side of the argument. Who the hell is going to trust a maniac like Thunderbolt Ross? Tony Stark, apparently. There was also some, shall we say, selective use of powers in order to fit the plot. In one scene, Cap, Bucky, and Black Panther are running ridiculously fast during a chase, but later in the film, when speed would be advantageous, they all just trot along. It was an annoying incongruity. The biggest nit to pick, though, was the fact that aside from Vision (Paul Bettany), I guess, none of these characters are invulnerable. Yet, they all get tossed around and slammed into concrete and such with no real ill effects save a black eye—well, mostly. The majority of the Avengers in this film are just regular people and with some of the fight scenes they get into, it’s hard to believe they’re not all in traction at the end of the film. It’s okay for our heroes to get the shit kicked out of them. Indiana Jones is one of my favorite heroes and he never met a fight he couldn’t lose. That’s why we love him. There’s also some wonky time acceleration going on in this film to keep the plot moving. The characters seem to be teleporting all over the map except when they specifically get into a vehicle to go somewhere.

A lot of these issues are small, but small issues add up, especially when you’re trying to assign a grade to a film. They shouldn’t detract from the fact that Civil War is a very, very good film, though. For my money, it’s arguably the best Avengers film—because let’s be honest, when you have the whole team here save for two guys, it’s a stretch at best to call it a Captain America solo film. However, because of the strong focus on the relationship between Bucky and Cap, as well as fleshing out some other elements of Steve Rogers’ life, it can’t totally be considered an Avengers film. In fact, right now, I’m more interested in seeing a Captain America 4 before I see another Avengers flick.

The cast does an amazing job here. Evans once again proves that he embodies the role of Captain America. He keeps Cap on the straight and narrow without making him boring. He’s a hero through and through. The only other actor I would say is that in tune with his character currently is Hugh Jackman as Wolverine. Downey Jr. is a really great Tony Stark, but there was a time in previous films where it felt like he was just playing himself. That is a problem no longer. I think Joss Whedon gave Downey a little too much freedom on his Avengers films, but in Civil War, it feels like Downey is playing a character again. He isn’t the rapid-fire quip master he was in previous films—there’s actually some depth there, which was refreshing coming from an actor who has played this character six or seven times. In bringing Black Panther to life, Boseman continues his spectacular work since he burst onto the scene in 42. After I saw him as James Brown in Get on Up, I felt he could do anything and that he would be up to the challenge of playing Black Panther. I wasn’t disappointed and look forward to his solo film. Stan is great as Bucky. He’s a very conflicted character and has a nice arc between this and Winter Soldier. I really enjoyed Elizabeth Olsen as Scarlet Witch too. She’s a powerful character and Olsen imbues Wanda with both strength and fear as she comes to learn more about her abilities. Bettany is also good as the synthetic Vision. He’s very cerebral, but you can see a glimpse of humanity in him. Also loved seeing Scarlet Johansson’s Black Widow and Anthony Mackie’s Falcon back in action. They both added so much to Winter Soldier that it was great to see them in another Captain America film. I’ve already mentioned how much I liked Tom Holland as Spider-Man, but I feel that the film is stolen—appropriately—by Paul Rudd as Ant-Man. He is so funny in this film and even has a surprising part to play in the climactic fight. I’m really looking forward to Ant-Man and the Wasp now more than ever.

Overall, the Avengers are in good hands with Joe and Anthony Russo. Civil War was a tough nut to crack—how to make a film that is both a Captain America solo film, yet continues the story of the Avengers? However, the brothers do a great job in completing both tasks. I still feel that Winter Soldier is the better film and this one could have used some higher stakes, but it’s a really fun film and a great audition for what’s to come next.

Rating: B+