Captain America: The Winter Soldier wasn’t just a surprise hit for Marvel Studios and parent company Disney in 2014, it also showed the general public that there was more to Captain America than just a flag-waving symbol of America’s past glory. Captain America was a character that wasn’t the hip, wisecracking Tony Stark. He wasn’t the tortured soul in a monster’s body like Bruce Banner as the Hulk. He didn’t have the Shakespearean gravitas that was always lurking behind Thor and his complicated Asgardian family. No, Captain America was considered too straight-laced, blonde and blue-eyed goody two-shoes.

Captain America: The First Avenger focused on those very qualities. Steve Rogers was just a skinny, asthmatic young man from Brooklyn who wanted to do his part during World War II. It would be thanks to an experimental super-soldier serum that Steve Rogers’ body finally matched the inherent goodness and will to defend the little guy. For some, this initial introduction to Captain America was too hokey, but was entertaining enough. His next appearance in 2012’s game-changing superhero team-up The Avengers saw him be part tactician for a burgeoning superhero team and part comedy relief.

It would be with The Winter Soldier that the rest of the general public finally got to what comic book fans have known for years. This is a badass man, out of his time but always fighting the good fight and staying true to his convictions and principles. What was seen as hokey idealism became something of a beacon of selflessness and the moral center in a modern world that was steeped in shades of grey. It helped that writing team of Stephen McFeely and Christopher Markus (who wrote The First Avenger) finally found a pair of directors in the Russo Brothers (Anthony and Joe) who understood just what made Captain America relevant in this day and age of cynical anti-heroes.

It’s no surprise that the Russo Brothers were tasked with continuing the work they began in the Winter Soldier with McFeely and Markus with the film that would complete the Captain America trilogy in the Marvel Cinematic Universe. It would be quite a task in getting Captain America: Civil War off the ground and moving forward under all the weight of nearly every MCU superhero (minus Thor, Hulk and Nick Fury) in attendance and the introduction of two new ones to the universe.

Did the Anthony and Joe Russo pull off this massive undertaking? Or did they stumble to not just the huge cast and many storyline threads the way Joss Whedon did with the ambitious, but flawed The Avengers: Age of Ultron?

I’m happy to say that the Russo Brothers did better than succeed but may have just made the best film in the Marvel Cinematic Universe and proved that Marvel Studios head honcho Kevin Feige was correct in placing the brothers as the new captain of the massive thing called the Marvel Cinematic Universe as it enters Phase 3.

Captain America: Civil War is set just a year after the events of Age of Ultron where the Avengers barely defeated Tony Stark’s mad A.I. Ultron and it’s decision to wipe humanity from the planet. While the team did save the world from global extinction they also didn’t save everyone. there were still hundreds, if not, thousands of Sokovians who died during the battle. The same could be said for all the battles since the alien invasion over New York. The Avengers, led by Captain America, have saved the world from invading aliens, world-dominating terrorist group and killer A.I robots. Yet, the collateral damage caused by these battles have begun to weigh not just on some of the Avengers, but has made the governments of the world see the team as a sort of super-powered private military group who don’t obey international laws and borders. Yes, they’ve saved humanity many times from destruction, but at what cost.

It’s during a battle early in the film as Captain America and his team stop the theft of a biological weapon in the city of Lagos, Nigeria that collateral damage and deaths rear it’s head once more as Wanda Maximoff (aka the Scarlet Witch) accidentally allows a suicide bomb vest explode too close to a nearby high-rise causing the deaths of several aide workers from Wakanda.

It’s from this event that the world finally have reached a tipping point and want to put the team under U.N. control with Tony Stark agreeing to the plan to help assuage his guilt over the deaths caused by him creating Ultron. Some of the team understands that government oversight that the Sokovian Accords puts on the team is the right thing to do. While others, especially Captain America, think it’s best to leave the team to continue to be their own masters instead of beholden to a bureaucracy whose agenda may not be conducive to saving lives.

It’s a subject matter that was explored in some fashion in an earlier superhero mash-up but one that failed to stick the landing. Yet, even this battle of differing ideologies between Captain America and Iron Man only becomes part of the foundation to the true narrative for Civil War. It’s the friendship between Captain America and Bucky aka the Winter Soldier and how the former must try to prove the latter innocent of another terrorist attack the world thinks he’s responsible for. Those Avengers who signed the Accords must now bring in Bucky dead or alive while Captain America with the help of those who didn’t sign try to prove his innocence and find the true architect of the terrorist bombing.

Captain America: Civil War succeeds where the earlier superhero film failed because of the groundwork laid down by the 12 previous films released to make up the current Marvel Cinematic Universe. From Iron Man all the way up to Age of Ultron, these twelve films flesh out the backstory and characters that make up these heroes. We’ve gotten to know what motivates them to risk their lives for the greater good, but we also see glimpses of the inter-personal conflicts that looks to tear the team apart from within.

There’s not enough that could be said about the masterful work done by the Russo Brothers in juggling the personalities of twelve superheroes (two getting their initial introduction to the MCU) and giving them enough to do in the film to make them relevant to the proceedings instead of just becoming glorified cameos. The actors playing these characters have had many films to own the roles and each and everyone hits it out of the park. The stand out from the veterans in the ensemble cast still remains Chris Evans and Robert Downey, Jr as Captain America and Iron Man, respectively. Yet, it would be the arrival of the two new heroes into the mix with Chadwick Boseman as the newly-crowned king of the technologically-advanced nation of Wakanda, T’Challa and Tom Holland as the teenage chatterbox and dumpster diving tech genius Peter Parker aka Spider-Man.

Boseman as the Black Panther adds a certain level of gravitas and regal fury to the proceedings which balances the edge between serious to comedic. His Black Panther has his own agenda in getting involved in this intra-familial squabble. He has his own agenda and if it means siding with Iron Man against Captain and his team then he would do so if it succeeds in helping him finish his mission. It helps that he looks damn cool in what has to be the best superhero costume thought up by the designers in Marvel Studios.

It would be Tom Holland as the young Peter Parker and Spider-Man who steals the show whenever he’s on-screen. This is the Peter Parker and Spider-Man that comic book fans have been waiting for. While Tobey Maguire and Andrew Garfield succeeded in portraying some of the character’s personality, they could never fully capture what made Spider-Man such a favorite amongst comic book readers. This Spider-Man is geeky and not at all hip and cool, but with a sense of right and wrong that comes having great power means shouldering the responsibility to use it for good.

Captain America: Civil War, with its exploration of many profound ideas and themes, is still a superhero film and a tentpole blockbuster at that and audiences still want to see the action up on the big screen. Boy, does this film have action and enough of them to spare. The action scenes range from the grounded hand-to-hand fighting the Russo Brothers used to great effect in The Winter Soldier (this time around with the help from Chad Stahelski and David Leitch, directors of John Wick to provide 2nd Unit Directing help) up to the superhero battle that raises the bar on such things set at an evacuated airport in Leipzig, Germany.

This 6-on-6 tête-à-tête between friends and colleagues takes the climactic battles in both Avengers films and does them better. With each hero using their abilities to great effect in conjunction with their allies and against those they are fighting. There was never a time during this near on 20-minute action scene did it ever get confusing. Many filmmakers doing superhero (or just plain old action films) could learn a thing or two from how the Russo Brothers and 2nd Unit directors Spiros Razatos, Stahelski and Leitch choreographed and filmed all the action sequences in Civil War. It was near-perfect with only wishful thinking that Gareth Evans from The Raid films could’ve been asked to help out to make things perfect.

As huge and bombastic the film gets with this airport fight, it would be the final throw down between Captain America and Iron Man at the end of the film that we get the emotional heft the film needs to keep itself from becoming just another loud and explosive superhero film. This fight becomes personal and shows how fights between close friends become the most brutal and heartbreaking. Neither combatants are wrong about their stances in the fight, but they’re also wrong in not being able to think things through. These two alpha males who have a  friendship full of respect but also combativeness throughout the years of the MCU that finally explodes into all-out war when a tragic secret from both Tony Stark’s and Bucky’s past come to light.

It’s a fight that has no winners and for a superhero film that is a major change from the usual narrative (especially within the MCU storytelling playbook). The film ends with the very team created to save the world from all threats even more unsure of their place in the ever-changing and ever-judging world. It’s a bold move by Marvel Studios to start their Phase 3 that would culminate in the battle to end all battles with the two Avengers: Infinity War films (soon to be retitled) which happen to be under the master-class guiding hands of the Russo Brothers in the directors’ chair and the writing duo Stephen McFeely and Christopher Markus.

In the end, Captain America: Civil War manages to capture not just what made comic books and films adapted from them fun and exhilarating, but also able to tackle some serious ideas and themes both existential and personal. It just goes to show that one doesn’t need to sacrifice one to have the other. One can have serious and dark but also be fun. It’s a balance that’s difficult to do, but when the people involved in creating such a story stick the landing then we a classic in the making. It bodes well for the rest of the films in Phase 3 to have such a great beginning, but also raises the bar for the other filmmakers following in the wake of what Anthony and Joe Russo have concocted. Let’s  hope they are all up to the task.