For all the Marvel movies’ successes – great team dynamics, zippy scripts, solid action – they’ve always had a problem coming up with compelling villains (Tom Hiddleston’s Loki excepted). Captain America: Civil War devises a simple solution: pit the heroes against each other. Drawing on a recent controversial comics storyline as well as the shared history of the 12 Marvel Cinematic Universe movies that preceded it, Civil War is in many ways the culmination of years worth of geeky world-building and character introductions. Flagship heroes Captain America and Iron face off both physically and ideologically, resulting in the best on-screen superhero battle yet and a change in the status quo for the MCU going forward.

Having previously helmed Captain America’s last outing The Winter Soldier, brothers Joe and Anthony Russo returns as directors here for a movie that was often thought to be Avengers 2.5 during its development. Civil War does have to juggle a multitude of heroes both new and returning, but the Russos admirably keep the focus on Cap (a.k.a. Steve Rogers, played by Chris Evans) and his simmering conflict with Tony Stark (a.k.a. Iron Man, played by Robert Downey Jr.). The movie’s given further thematic heft through the arc of The Winter Soldier himself, Bucky Barnes (Sebastian Stan) – a conflicted and brainwashed assassin who just happens to be Cap’s best friend.

It’s with Bucky that the movie begins, as he carries out a mysterious assassination in 1991 while still under nefarious mind control. Cut to the present day and Cap and his team continue to search for Bucky, running afoul of old foes along the way. Despite their best efforts, an explosive and deadly incident during a chase in Lagos finds all the heroes (less some notable exclusions like Thor and Hulk) taken to task for their unchecked power.

Government stooge Thaddeus Ross (William Hurt) wants to pass the Sokovia Accords (so named after Age of Ultron‘s climactic battle that saw a city destroyed), an act that will allow the UN to effectively control the Avengers, giving governmental oversight to these super-soldiers and enhanced beings. Tony, understandably wracked with guilt over the large-scale destruction his inventions have caused, is in favour of regulation while Steve, a true patriot who believes upholding the American Way means being critical and wary of a government that’s let down both its people and him in the past, opts for freedom above all else. And thus the central conflict is crystallized as the rest of the heroes fall in line (in sometimes surprising ways) behind Team Cap or Team Iron Man and a series of skirmishes evolves into an epic battle.

Those misunderstandings are carefully orchestrated for maximum impact, making sense organically to both the character’s motivations and the needs of the story (unlike this year’s other big superhero matchup). It works on two levels – the audience is torn as to which side to root for (though I suspect many will, like me, get behind Cap – the most noble and well-realized character in the entire MCU), and both sides get to maintain their heroism for future movies (i.e. no one really “breaks bad”). In fact, there is a main villain in Civil War and it’s the enigmatic Zemo (Daniel Brühl), a character whose shadowy motivations become clear only during the devastating revelations in the movie’s final act. Zemo fights not with force but with subterfuge, acting as a mastermind in the shadows and as a result, is a unique villain amongst the Marvel roster.

But Civil War is really about the heroes and what it means to be one in an ever-changing world. Returning faces include: superspy Black Widow (Scarlett Johansson), Tony’s best bud War Machine (Don Cheadle), Steve’s BFF Falcon (Anthony Mackie), God-like Vision (Paul Bettany), super-powered Scarlet Witch (Elizabeth Olsen), reluctant thief-turned-hero Ant-Man (Paul Rudd) and hopelessly outmatched bow-and-arrow guy Hawkeye (Jeremy Renner). Whew, that’s a lot of names already and the movie, ever-beholden to the needs of the larger meta-narrative and their Marvel/Disney corporate overlords, even squeezes in new characters Black Panther (Chadwick Boseman) and the latest iteration of Spider-Man (Tom Holland), both of whom will soon get their own spin-offs.

It’d be easy for a movie to buckle under all that narrative heavy lifting, but the Russo brothers manage the proceedings rather nimbly for the most part. The first half of the film is given over to globe-trotting and setting up jenga pieces so that they can later fall down. Black Panther’s introduction becomes the victim of some awkward editing (particularly during a jump cut away from tragedy), but the character soon proves to be a new and compelling force as Black Panther is both regal (being the king of fictional African nation Wakanda) and brooding. The new teenage Spider-Man fares even better, and Tony’s recruitment of Peter Parker is a film highlight and gets across oodles of exposition in a quick 5 minutes (learn the lesson Marvel and Sony – no more Spider-Man origin stories please).

There are some other moments of quiet character work between the bombastic (and well-staged) omnipresent action. Tony is confronted with a human face of the tragedies he’s inadvertently caused; Vision and Scarlet Witch share an almost romantic dinner; Bucky is shown to be more than the villain everyone thought he once was; and Captain America, a 95-year-old virgin (who, to be fair, spent a large portion of that time frozen in ice) gets to have his first kiss while his friends watch in delight.

But the show-stopper is the climactic clash of Team Cap vs. Team Iron Man at an abandoned airport that makes prior concerns like staccato editing or a surplus of characters fall by the wayside in a rush of pure, comic-inspired glory. The airport battle is the action pinnacle of the entire MCU and feels directly ripped from a classic comic book splash page. Every character gets a moment of triumph and defeat, and the action escalates so well while everything is so clear geographically that it’s a true achievement. Some characters even discover new powers, leading to some well-earned stand-up-and-cheer moments. Civil War climbs near the top of the Marvel movie heap on the basis on this sequence alone.

Interestingly enough that battle isn’t even the movie’s end point – after wowing with spectacle straight out of a comic, the movie deigns to dive into darker territory with a brutal and heart-wrenching finale that is smaller in scale but still emotionally impactful as it breaks apart long-held alliances. Some of the changes seem temporary (an end-of-film letter attempts to patch over fresh wounds) while others are less so (certain characters are irreparably altered by the events of Civil War).

As if it wasn’t yet clear from The Winter Soldier, with Civil War the Russos have again proven themselves capable stewards of Phase Three and beyond of the Marvel Cinematic Universe, crafting a twisty tale of heroes at war with themselves and setting the pieces in place for more stories to come.

Captain America: Civil War (2016)

Directed by: Anthony Russo and Joe Russo

Runtime: 147 minutes