“Captain America: Civil War” is one of the most anticipated movies of 2016, and is a sequel both to “Captain America: The Winter Soldier” and “Avengers: Age of Ultron.” After the blunder of “Batman V Superman,” many were worried if this superhero face-off would have the same fate. So is this movie any good?

Throughout the 12 previous Marvel Cinematic Universe (MCU) movies, the Avengers have caused massive destruction, and while most people see them as heroes, others think they do more bad than good. From there comes the central conflict in “Civil War.” The Avengers themselves are also struggling with their identity, with one half of them, led by Iron Man (Robert Downey Jr.), believing that they should be put in check. The other half, led by Captain America (Chris Evans), think they should be free to operate on their own terms. After another series of public accidents involving the Avengers and civilian casualties, the United Nations propose that the Avengers operate under their control. Iron Man agrees, and Captain America doesn’t. Cap’s “no” becomes more emphatic when his best friend Bucky, a.k.a the Winter Soldier, is blamed for a terrorist attack involving the UN, and believing that he is innocent, Cap goes rogue to find out what’s really going on.

This basic setup continues to escalate throughout the film, but interestingly, while the action and story escalates, it doesn’t get broader, it gets more intimate. The story starts as a large geopolitical conflict, then shrinks into a schism between a dozen or so characters, then compresses even further down to a very personal fight where it’s genuinely hard to root for anyone. Both sides of the civic argument are explained and portrayed so well that it’s impossible to dismiss one or the other immediately.

While the stakes are relatively intimate, they are also very high. This isn’t a superhero scrimmage, they are all out for blood. The ideological conflict results in two or three of the greatest action set-pieces the superhero genre—and for that matter, the entire action genre—has ever seen. “Civil War” recaptures the political thriller tone in “The Winter Soldier”, and is Marvel’s most mature movie, but while these action sequences are surely intense, Marvel’s signature wit and fun is present as ever. Every character, old and new, gets more than superficial character development, with standouts being Black Widow (Scarlett Johanssen) and newcomer Black Panther (Chadwick Boseman). Ant-Man (Paul Rudd)  is great, and so is the new Spider-Man (Tom Holland), both proving themselves as important new members of the MCU. The overwhelming cast doesn’t overshadow the original storylines, and the acting is fantastic across the board.

There certainly is a lot of action, but what really drives the film are the characters. The emotional undertones in the characters are what the action is really there to facilitate, making it a great movie and largely excusing the minimal flaws. When there are certain leaps of logic, such as with the villain, the payoff is so great that its genuinely hard to care. The deep-seeded flaws and grudges within the characters transcend the plot mechanics and action sequences, not dissipating merely because the story finishes. When was that the moral of a serious dramatic movie, let alone one in which Ant-Man is a featured character?

“Civil War” is a much better sequel to “The Avengers” than “Age of Ultron,” but is still fundamentally a sequel and important continuation to “The Winter Soldier,” in that the thematic proposition is “doing what you want vs. what is right,” and Cap embodies that inner conflict better than anyone. Many feared that Downey Jr. would steal the spotlight, but in fact he is a perfect mirror opposite to Caps own arc; he wants to do what right but is still set off course by his personal demons. There is a great dynamic between them, and them both maintaining their respective ideological sides, while gradually changing places in terms of approach is such a unique and intriguing way to construct an emotional narrative that it’s impossible not to admire.

Ultimately, the reason “Civil War” works so well is because it has been built up so well by 12 previous movies. The reason all of its atypical construction and character development is satisfying is because of the already-rich characters. Such an emotionally and character driven film could not exist without all the time we’ve already had to invest in these characters. It has a seeming leisurely confidence in its existence, knowing that these movies aren’t going anywhere anytime soon. The frenetic pace of the narrative is fascinating to watch play out in such complex terms, which is impressive storytelling for any genre, let alone a superhero movie. It is not only the best film in the MCU, but also the best example of why it was worth it to construct in the first place.

Runtime: 147 minutes

Rated: PG-13

Rating: 5 out of 5 stars