Quick refresher on comic book history: Back in the fifties and sixties, the comic book industry labored under the Comics Code Authority. This meant that all published comics had to follow certain rules to make sure that all comic book heroes were setting a good example to help their impressionable young audience grow into responsible and moral citizens. This is why — among other rules — no superhero could ever be seen disrespecting police officers, judges, elected leaders, and other such figures of authority. All government figures were inherently good, and there was never any conflict between them and superheroes. This despite the fact that simply by taking the law into their own hands, these caped vigilantes were already committing crimes.

By the ’80s, superhero media was finally starting to buckle under the hypocrisy, the Comics Code Authority was quickly becoming ineffectual, and the entire country was starting to grow sick and tired of the Cold War. So it was that luminaries Alan Moore, Dave Gibbons, and John Higgins asked “Who Watches the Watchmen?” and made comic book history.

In the time since, superhero media has been positively saturated with the question of liberty vs. accountability with regards to power. This has been especially prominent in recent years, as the Bush Jr. administration, the Patriot Act, the NSA wiretaps, and so many other real-world events raised the question of how much freedom can and should be sacrificed in the name of security. And furthermore, if power demands accountability, then who can be trusted to hold demigods accountable?

This theme has played a significant part in superhero comics recently, but of course it’s been far more prominent in superhero cinema. The conflict played out in a subtle way through Nick Fury’s actions in The Avengers, and it played out on an epic scale in the events of Captain America: The Winter Soldier. Then we have “Agents of SHIELD” and DC’s fledgling cinematic universe, both of which are clearly and explicitly built around the question of whether those with absolute power can be given absolute trust.

So here we are with Captain America: Civil War. A film loosely based on a 2006 comic crossover event, both of which were explicitly designed and sold as a debate of freedom vs. authority, respectively symbolized by Captain America and Iron Man.

Without getting into details on how the comic’s plot unfolded (as if it has any relevance to the movie anyway), it had some problems. To start with, it’s hard to believe that this was the first time this issue had ever been raised on Earth-fucking-616, where superpowered humans, aliens, spectral beings and God knows what else have been around for decades. For another thing, it made absolutely no sense that the Mutants all more or less declared neutrality, given that federal registration and profiling of superpowered individuals for fear of what they could do if allowed to run unchecked has been the entire thematic point of the X-Men since Day One. Oh, and then there’s the obvious problem: No matter who dies, it isn’t shocking because we know damn well they won’t stay dead for long.

On the other hand, the Marvel Cinematic Universe is still new enough that this could plausibly be the first time that anyone tried laying down any concrete rules and regulations about superheroes. Plus, SHIELD was only (officially) disbanded a few years ago, and keeping superpowered threats in check is kinda their whole thing. Also, with only one or two exceptions, it’s accepted that there’s no quick and easy way of cheating death in the MCU (yet), so killing off characters could still hold some shock value and consequence. As for the Mutants… well, Fox has made perfectly sure that they will never exist in the MCU without some serious goddamn retconning. We do have the Inhumans, who are more or less taking the Mutants’ place in the MCU, but they’re still too scattered and new to put up much of a ruckus.

Speaking of which, while the Inhumans and their emergence has been an ongoing global crisis on “Agents of SHIELD” for some time now, the matter is never even mentioned in this movie. The oversight here is every bit as glaring as the Mutants’ neutrality in the comics crossover. I swear, ever since the Marvel Studios restructuring, the whole multimedia continuity synergy gimmick has completely gone to shit. No wonder the Inhumans movie was indefinitely put on hold. But I digress.

Getting back to the premise, what’s the catalyst for this schism within the Avengers? Two things. One of them is the complete and utter destruction of Sokovia, back in the climax of Avengers: Age of Ultron. Why was that the final straw, as opposed to all the collateral damage and reckless endangerment we’ve seen in all the other films? Well, first of all, there’s still the fact that thousands of people still wound up dead. Secondly, Tony — under nobody’s authority but his own — created the international robot police force that went rogue and became Ultron, so the whole thing is kinda his fault. And brother, he feels that guilt something awful. Thirdly, we’ve got American superheroes intervening in a Sokovian catastrophe, which makes this an international incident.

Oh, and there’s also the fact that Thor and Hulk have both been unaccounted for since Sokovia. One character compares them to a couple of missing nukes, and he’s not wrong.

So, the international community gets together and comes up with the Sokovia Accords. Under this agreement, the Avengers would answer to a panel set up by the U.N. For a superpowered individual to act without the panel’s approval, or to disobey an order from the panel to act, would be a criminal offense.

Captain America refuses to sign the agreement, since he doesn’t want to compromise his own conscience and be a pawn of international politics. Under this agreement, the Avengers could be ordered into helping invade some peaceful country, or be forced to look the other way when faced with crimes against humanity.

Iron Man, on the other hand, sees some manner of control as inevitable. The way he sees things, it’s better to cooperate with the international authorities and agree to a more favorable contract, so the world governments won’t have to force an even worse arrangement when the time comes. Moreover, when faced with the human toll of the Avengers’ actions, Tony has concluded that the status quo isn’t working and something has to change.

Then again, Tony has such an optimistic view of his buddies that he never stops to ask what might happen if someone crosses a line while he and his friends are under the purview of faceless bureaucrats. Remember, these are mere mortals who are deathly afraid of superpowered individuals getting out of control, and any rogue Avengers would be at their mercy. What makes it worse is that under the Accord, the accused have no apparent right to a lawyer, a jury, or any other kind of legal protection. And also, precisely because the alleged criminals are so insanely overpowered, those in control can easily justify any kind of cruel or unusual punishment in keeping them contained.

And last but not least, the international heads of state are here represented by Thaddeus “Thunderbolt” Ross (William Hurt, reprising his role from the underappreciated The Incredible Hulk), now the Secretary of State, and a pompous comic relief UN bureaucrat played by Martin Freeman. Would anyone really sleep better at night knowing that these guys determine what the Avengers can do and where they can go?

But of course, a difference of opinion on how to deal with superpowered threats will only get us so far unless we have a superpowered threat to deal with. This brings us to the second catalyst I alluded to earlier: A sprawling worldwide conspiracy centered around Bucky Barnes the Winter Soldier. It appears that Barnes has come out of hiding long enough to bomb a UN building on the eve of the Sokovia Accords’ ratification. But of course things aren’t that simple.

Without giving too much away, there’s a mysterious figure (Helmut Zemo, played by Daniel Bruhl) who’s pulling the strings by way of the old brainwashing techniques that turned Bucky into the Winter Soldier over several decades. Thus Bucky and everyone around him has to deal with the question of whether he can be held accountable for things he only did under mind control, whether it’s even possible to prove that mind control was involved, and whether he should be allowed to run free when he could be made to act without his knowledge or consent at any time (see also: Marvel’s “Jessica Jones” series on Netflix).

For months now, everyone and their mother has been stacking this movie against the year’s other big superhero team-up, Batman v. Superman. With all respect, it’s an unfair comparison. The DC movie was very specifically designed to be the first meeting of two godlike figures, taking place at a time when nobody really knew much of anything about Batman or Superman. Compare that to the figures of the MCU, who’ve been building this world and living with these characters for… Jesus, was Iron Man really eight years ago now?!

Everything about this movie depends on our acquaintance with the characters, the characters’ knowledge of each other, and the baggage that each character has been visibly grappling with for so many movies. All of these characters know exactly which buttons to push, making the jokes that much funnier and the insults that much more biting. When these old friends say that they don’t want to fight each other and they’re trying not to make things any worse, we know for a fact that they’re being sincere. Even when new characters come onto the scene, there’s no need to explain how they feel at meeting the Avengers in person, because we know damn well that the Avengers have been well-established in this universe and the new characters would react just as any of us would.

Of course, the main case in point is in the trinity of Captain America, Iron Man, and the Winter Soldier. The ride-or-die friendship between Cap and Bucky is easily one of the main driving forces of the plot, but because we’ve already seen these two through all their ups and downs, we can hit the ground running without the need to establish that relationship any further. As for Tony and Steve, there’s always been an underlying tension between the two since the moment they first met, and this is when we see all that pent-up resentment finally boil over.

For example, back when the first Avengers was being promoted, it was said quite a few times that Howard Stark would constantly rave about how he knew Captain America and Tony came to resent Steve for that. You can see how it informs Robert Downey Jr’s. performance, even if the point was never explicitly raised (that I recall, anyway). But this is when the two of them finally address that elephant in the room, and it drives the wedge just a little bit deeper.

It speaks volumes that the climax of this movie is basically just a bare-knuckle brawl between Captain America and Iron Man. There are no MacGuffins or doomsday machines or warships descending from the sky. There are no massive armies, there’s no ticking clock, and there are no civilians at risk of getting hurt. Purely on the face of it, one simple mano-a-mano fight with such objectively low stakes might not make for much of a climax. But precisely because of who these characters are, what they mean to each other, what we know about them, and everything we’ve seen them go through in the past decade, the climax still feels huge. It resonates in a powerfully emotional way that no franchise could hope to accomplish after only one or two movies.

I don’t think I have to say any more about Chris Evans, Robert Downey Jr., or Sebastian Stan. At this point, you should already know what you’re getting. That said, Tony Stark is quite visibly different without Jarvis and Pepper Potts to help support him. Captain America is also shaken when a certain MCU mainstay gets the axe for good.

Speaking of characters dying, the trailers implied that Rhodey might get killed off, and I was honestly hoping that this would turn out to be true. Though the character is a waste of Don Cheadle’s talent, Rhodey is still just barely enough of a major player that his death would leave a plausible impact without really affecting anything too much. And sure enough, Rhodey goes through this whole movie looking like a suck-up who’s incapable of making a single independent decision.

As for whether or not he really does get killed… well, the film kinda sorta maybe goes in a slightly different direction, we’ll leave it at that.

On the other side of the schism, Sam Wilson is still effectively Cap’s unquestionably loyal sidekick. That said, Anthony Mackie has the attitude to make it work, and it was a delight to see how the character has grown since his first appearance. He’s not just Iron Man Lite anymore — Sam uses his wings in creative ways that makes his fighting style something completely unique. (Though the question of where he got another jetpack after his first one was destroyed in TWS is still unanswered.) It also helps that Falcon now has a drone — named Redwing, in a beautifully nifty reimagining of Falcon’s pet bird from the comics — that further establishes Sam as a worthy addition to the team with his own special repertoire to contribute.

Speaking of alumni from Captain America: The Winter Soldier, imagine my surprise to find that Emily VanCamp actually gets something to do as Sharon Carter. She acts as a valuable ally for Cap, helping him from inside the bureaucracy in a way that no superpowered individual ever could. She even gets a few decent punches in. Alas, the romantic chemistry between her and Cap wasn’t nearly to the level it needed to be. If only the second film hadn’t so completely misused her.

Frank Grillo also appears, briefly reprising his role from TWS. He only appears for the opening action sequence, which was sadly marred by excessive shaky-cam. That one opening sequence was enough to make me glad that I didn’t spring for the 3D option. Oh, and speaking of weird visual quirks, the title cards in this movie are all in these huge white block letters that take up the entire screen. That got very annoying very quickly.

Getting back to the heroes we all know and love, I don’t think I can say anything about Scarlett Johansson as Black Widow that you don’t already know. Of course she still owns the role. That said, it’s interesting to note that even though she’s technically on Team Iron Man, Black Widow is still keeping her eye on the big picture. She knows that there are other problems going on in the world, and she still feels an obligation toward her comrades on Team Cap. She’s willing and able to break party lines in service of the greater good, but it’s a mystery as to what she really considers the greater good and how far she’s willing to go for it.

All of this almost makes up for Hawkeye (Jeremy Renner) and Ant-Man (Paul Rudd), both of whom pop up from out of the blue in support of Captain America. Don’t get me wrong, these two are always great fun to watch, and it’s not like the film wasn’t already padded to the gills even at 146 minutes. But given how much screen time is devoted to explaining how everyone else got into this fight, it’s a shame that these two fell through the cracks.

Next up are the two most powerful members of their respective teams: Scarlet Witch and Vision, respectively played by Elizabeth Olsen and Paul Bettany. Comics fans will know that the reality-bending witch and the near-omnipotent android were a romantic item for many years, because comics are weird like that. While the relationship between these two is played in the film as strictly platonic and there’s no sign of any romantic involvement just yet, the two still have an interplay that kinda nods toward the shared comic history.

Anyway, Vision is played as a character somewhere in between Dr. Manhattan and Spock. He’s something inhuman who’s trying his best at acting human, to put everyone else around him at ease. Vision also considers himself a man of logic, with impeccable reasoning for every decision he makes, but he’s so humble and polite about it that he never comes off as the least bit arrogant. Vision’s ability to phase through matter is presented as his main power, but he uses it in such a nonchalant way that it’s a somewhat comical kind of badass.

As for Scarlet Witch, she very quickly becomes the poster child for the Sokovia Accords, as everyone — even herself — is afraid of what havoc she could potentially wreak even by accident. It’s genuinely interesting to watch as Wanda struggles to decide whether she’ll support the Accords, until her treatment at everyone else’s hands makes that decision clear.

That just about does it for the returning players, so let’s talk about the new faces. And of course we have to start with Spider-Man, now played by Tom Holland. To put it simply, believe the hype.

I love that this version of Peter Parker is played by an actual teenager, instead of a thirty-something pretending to be a teenager. I love how Peter’s origins are alluded to, but not explicitly stated for the umpteenth time. I love how Holland plays Peter as a genius who hides his social insecurities with flippant remarks and spider gimmicks. I love how this version of Spider-Man doesn’t have to take his mask off in every goddamn scene because the eyes on his mask can move… and there’s a plausible in-universe reason for it!

Holland only appears for three scenes — his introductory scene with RDJ and Marisa Tomei as the new Aunt May, the huge third-act brawl between all the heroes, and the last post-credits stinger — but every single one of these scenes absolutely nails everything that we know and love about Spidey. He’s got the everyman underdog appeal, he’s got the dual-identity angst, he’s got the sense of humor and wonder, he’s got the acrobatics and the web-slinging… he’s all that and mechanical web-shooters with a side of homemade webbing of Parker’s own invention.

Granted, Spider-Man could easily have been cut from the movie entirely and the plot would barely have been affected. That said, if Holland and the creative team could do this much with only a few minutes of screen time, then I cannot fucking wait to see what they do with Spider-Man’s upcoming stand-alone film.

Then we have Chadwick Boseman, here introduced as the Black Panther himself, T’Challa of Wakanda. Not only does Boseman own the role from start to finish, but he’s quickly and thoroughly established as a warrior more than powerful enough to hold his own against anyone else in this whole superpowered roster. I’m sorry to say that he has one of the weakest character arcs in the film, but Boseman does a fantastic job of selling it. By the end of the film, I was more than convinced that the character and actor had both earned their own franchise.

As for Daniel Bruhl’s character, I’m sorry to say that he’s Zemo in name only. He’s a master at influencing events from the shadows, and he may have had some involvement with HYDRA in the past, but the similarities end there. As far as I’m concerned, if he doesn’t have the costume and he doesn’t have the fighting skills, he ain’t Baron Zemo.

That aside, Bruhl still plays his character with relish. Plus, given that Marvel’s cinematic villains are notoriously one-dimensional and void of anything that remotely resembles a development arc, it was genuinely fun to watch this intricate plot unfold while layer after layer kept getting peeled back from the character.

(Side note: Obviously, I’m not counting the Netflix series in my assessment of Marvel’s villains so far. Save only for Loki, Kingpin and Kilgrave are worth more than Thanos, Red Skull, and all the other Marvel cinematic villains so far put together.)

But here’s the kicker, and it’s easily the most impressive thing about this movie. Even though the cast has so many iconic superheroes, each of them — and I do mean every single one of them — gets a showstopper. From Cap and Iron Man, to Black Panther and Spider-Man, all the way down to Sharon Carter, every individual hero in this movie gets at least one chance to steal the show and make the audience stand up cheering. Every single character is treated with respect and shown to be a badass. But more than that, every character gets in some kind of verbal dig, enough to show their belief that the other team is on the wrong side.

When all is said and done, it’s clearly shown in countless ways that these characters don’t know how to give up. They will never ever back down from what they know to be right, no matter who stands in their way or how much danger they put themselves in. That integrity, persistence, and courage are precisely what make them heroes. And given how much power is at their disposal, that’s also what makes them dangerous enough that maybe they need to be put in check.

If you came away from Iron Man 3 and Avengers: Age of Ultron feeling disappointed, consider Captain America: Civil War an apology. This is the movie that delivers what we know the MCU is capable of, reaching heights that no other blockbuster could aspire to by building on what came before while laying down foundations for the movies to come. The plot is admittedly overstuffed in spite of its long running time, and the plot is weak in spots for how much falls through the cracks. Even so, this is still an action-packed and intellectual film with humor and heartbreak in abundance, that hits the ground running and doesn’t slow down.

Movies like this are the reason why the MCU has grown into such an industry-shaking juggernaut. Ever since Samuel L. Jackson first put on his eyepatch and walked out of the shadows, we were promised an epic payoff that would lead to even bigger payoffs if only we kept tuning in. Movies like this one and The Avengers are the culmination of that promise.

Unless you’re only tuning into the shows on ABC and Netflix. Then I guess you’re stuck waiting to see how “The Defenders” turns out.

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