Last fall, Marvel's Agents of SHIELD was the clear outlier in the Marvel universe: a failure. The ABC TV series, spun off of The Avengers built to serve as connective tissue between blockbuster film openings (and also, purportedly, to entertain), landed with a "who cares?" as critics waffled and ratings failed to impress. It dutifully marched to the completion of its 22-episode first season and was renewed for a second one. But the widespread impression was of a fizzled attempt at blockbuster TV now only being propped up by a network and studio that didn't want to give up on its tie-in to the films.

Now I'm here to tell you that, a handful of episodes into its second season, Agents of SHIELD is a good TV show. Maybe even a very good TV show.

The truth of the matter is that Agents of SHIELD has been better for some time now. It's been that way since at least the home stretch of season one, when Bill Paxton showed up to go crazy and the entire power structure of SHIELD collapsed around Agent Phil Coulson (Clark Gregg) and his team. In the wake of Captain America: The Winter Soldier, it was a whole new ballgame in the Marvel universe, and that for sure included its modestly rated, critically dismissed small-screen venture. It's taken a few more months before I was ready to say it in public, but I'm coming out of the closet: Agents of SHIELD is probably among my four or five most anticipated shows in a given week. And, contrary to this well-argued Salon piece about the superiority of DC's crop of TV shows, it's the best superhero series on television.

How the show's writers and producers managed to turn that (invisible space-)ship around isn't so simple as a casting shakeup or a change in mission statement. The problems with Agents of SHIELD were numerous and baked into the show's very nature. They weren't going to be quickly fixed.

The Old Characters

The biggest problem facing SHIELD after its first few episodes was that it was boring. It had that spark of Joss Whedon-esque dialogue, sure. It had Agent Coulson back from the dead, which was great. But who were these bland stiffs surrounding him?

There was Agent Ward, a white-bread guy who seemed like he’d probably been an underwear model (fine, actor Brett Dalton was an MFA from Yale, but come on). There was Skye (Chloe Bennet), the hacker girl, which: Name the last good TV character who could be accurately described first and foremost as a hacker. Impossible. You knew baby-faced techies Fitz and Simmons (Iain de Casestecker and Elizabeth Henstridge) were bad characters because their only characteristic was that their names together made FitzSimmons. That's the joke. The one semi-bright spot was Ming-Na Wen as Agent Melinda May, a somewhat standard, taciturn ass-kicker who was at the very least watchable. This was the team we were supposed to follow around the globe, chasing after sub-Loki villains and talking about how Thor did that thing with the hammer one time, you had to be there.

By the time I had checked back in near the end of Season One, things were a little bit better. Agent May was still the most interesting character, and by a wider margin this time due to her double-agent-or-not storyline, but signs of improvement abounded. Skye, as is the destiny of a character like hers, was getting more competent and less aloof with every episode. Ward was working a moral-ambiguity thing that had promise. FitzSimmons were still just the kids, essentially, and Coulson was mired in a how-am-I-alive/who-am-I plot that had long since gotten stale, but there were reasons to care about these people poking out from the margins.

Cut to the current timeline, and every single character is more interesting. Agent Ward went full villain—albeit one the show is clearly keeping around for a possible redemption—turning the show's dullest weapon into its main source of conflict. Skye became (1) an actual SHIELD agent (for, like, one day before the Hydra bomb dropped) and (2) the subject of some intriguing backstory to be revealed later. Fitz and Simmons were dropped to the bottom of the ocean, and the escape left Fitz brain-damaged and Simmons at a loss for how to fix him, instantly giving reasons to care about both of them and making Fitz arguably the most sympathetic character on the show. Coulson's resurrection angst turned into something else again—we haven't gotten there yet as to what that something else is; he's probably an alien; it's fine. These are people viewers can care about now.

The New Characters

You'd think that after spending the entirety of the first season rehabbing the characters they started out with, the show would be wary about trying out new ones. But it hasn’t been, and viewers are all the better for it. Coulson's team has picked up various strays along the way, after working with other teams who either died or turned out to be Hydra (or both). That's how we ended up with Lance Hunter (Nick Blood), a rogue who doesn't seem to be able to charm the likes of May or Skye but whose charisma was an instant jolt to the team. In recent weeks, he's been joined by his onscreen ex, Bobbi Morse, a.k.a. Mockingbird, a.k.a. Adrianne Palicki, a.k.a. Tyra from Friday Night Lights. In only an episode and a half, I’ve become convinced the show should never be without their crackling banter. Mack (Henry Simmons) is something of the stay-at-home dad of the team, but he's been the Fitz whisperer, and those two characters' scenes together have been touching.

Really, only B.J. Britt's Agent Triplett hasn't found his niche in the narrative yet. Still, that's not a bad batting average for a once-dull ensemble.

A Better Enemy

With Agents of SHIELD firmly part of the Marvel Cinematic Universe, the plan was always to have things tie into the films. When Captain America: The Winter Soldier sequel hit theaters, we finally saw what that meant. The SHIELD power structure was revealed to have been Hydra all along, Nick Fury has to fake his death, and suddenly, Coulson and his squad were out in the cold. Viewers couldn't have asked for a better development. When the series started, the stated mission of the agents was to seek out and round up potential superheroes for use in the battle against ... like, evil or something. The world had changed, Loki might come back, something. The vagueness was a killer for narrative momentum.

That changed after Winter Soldier. Suddenly, SHIELD was no longer the support system for bigger, better superheroes who wouldn't be caught dead on TV. SHIELD now had its back against the wall, hunted by a powerful enemy in Hydra and a misinformed government (triggering further smart casting decisions like Adrian Pasdar as a well-intentioned general and Tim DeKay as an ill-intentioned politician). Sure, it's still all about stealing MacGuffins (the OBELISK!), but it's about stealing MacGuffins from an identified and very powerful enemy.

Serial Stories

Once the Hydra storyline locked into place, and the show freed itself from having to spend very much time working up reasons for the team to exist (it takes so much less time to just say "because: Hydra"), things began moving in a direction that allows more serialized storytelling. Skye's mystery parents, Ward's brother, Simmons being undercover, Coulson's weird alien hieroglyphics, and fine, yes, "The Obelisk" all now enable compelling tales that unfold over multiple episodes.

There are still weekly missions, tasks to get the team from here to there. But there is much, much more narrative momentum now, and those standalone plots feel looser and more fun. Hunter and Mockingbird can elude capture and May can fight her evil doppelganger and Coulson can stare down Rayna in a face-off, and it's all pure entertainment. This serialization also sits so much better with the Marvel ethos. Sure, the Marvel films all have their own standalone plots, with their own villains and settings, but that's not what the universe’s overarching story is about. As the Marvel press event last week reminded, the Marvel movies are about the Infinity Whatevers, and we won't find out what that entails for another five years!

No, actually, the Marvel movies are really about that sneak preview scene from Age of Ultron that aired during the latest SHIELD episode: Tony Stark and Rhodey and Thor and Cap and Bruce Banner and Maria Hill and Hawkeye and Black Widow all in the same room, at the same time, goofing around, showing off ... and then turning to face a common enemy. Agents of SHIELD was never going to be able to replicate that dynamic. But in accumulating a ragtag group of loyalists—interesting and sympathetic and developed characters, all—and setting them to fight on the front lines against Hydra, it looks like there's finally a TV superhero universe worth following.