Way back in 2012, I was genuinely astonished by the cinematic juggling act that Joss Whedon accomplished in The Avengers. Six heroes pulled from widely different walks of super-life: Who could believe he’d manage to integrate them all into a coherent story?

These days, that challenge looks rudimentary. A year ago, Whedon’s The Avengers: Age of Ultron found space to squeeze in three more heroes and a brand-new super-villain, along with another half-dozen characters from the ever-expanding Marvel universe. And now, in Captain America: Civil War—which serves in many respects as a third Avengers movie—we have fully a dozen heroes divvied up into two competing super-teams. At this rate, pretty soon Marvel Studios honcho Kevin Feige will have to rent out a stadium just to accommodate his lycra-clad swarms.

Directed by the brothers Joe and Anthony Russo, Civil War is technically a follow-up to their superlative Captain America: Winter Soldier from 2014. But given the ongoing interweavings of the Marvel Cinematic Universe—this movie also integrates last year’s Ant-Man, and serves as a setup for future films with Black Panther and a newly introduced Spider-Man (thank you, Sony!)—such details are becoming incidental. In any case, here, as in Winter Soldier, the Russos have achieved an uncommon balance of plot and action, humor and drama, all of it once again deeply grounded in character.

The movie opens in 1991, with a frozen Winter Soldier (Sebastian Stan) being thawed out for another in a series of murderous missions. (Marvel fans will recall that he is Bucky Barnes, Captain America’s wartime—that is to say, WW II-time—best friend, who was long ago given a bionic arm and brainwashed into becoming an assassin for the international conspiracy Hydra.) One after another, the code words needed to activate the killer are spoken: “daybreak … furnace … homecoming … freight car …”

Flash forward to present-day Lagos, where an Avengers squad made up of Captain America (Chris Evans), Black Widow (Scarlett Johansson), Falcon (Anthony Mackie), and Scarlet Witch (Elizabeth Olsen) is foiling the theft of a biological weapon. (Blink for a moment, and you’ll miss a brief appearance by Brock Rumlow, a.k.a. Crossbones, as the head thief.) Civilians are injured in the process, however, which leads to the requisite handwringing back at Avengers HQ. “People died,” explains Cap. “It’s on me.”

The litany of accumulating havoc is quickly itemized: New York (The Avengers), Washington, D.C. (Winter Soldier), the fictional Eastern European nation of Sokovia (Age of Ultron), and now Lagos—everywhere the Avengers seek to do good, they wind up leaving a trail of destruction. Given this record, the U.S. Secretary of State, Thaddeus Ross (William Hurt, and yes, he does appear to be this Thaddeus Ross), proposes that the Avengers submit to United Nations oversight.

Cap immediately balks at the idea, having learned firsthand in Winter Soldier that taking orders from a global security entity can turn out rather badly. But somewhat more surprisingly, Tony Stark (a.k.a. Iron Man, a.k.a. Robert Downey Jr.) thinks that this submission to a higher authority is a good idea. So does his pal James “Rhodey” Rhodes (a.k.a. War Machine, a.k.a. Don Cheadle)—though his comment, “This is the United Nations we’re talking about,” suggests he’s not terribly familiar with the organization’s overall record of efficacy. (Do you really want Vladimir Putin to have veto authority over the Avengers?)

And so the lines are drawn: Stark, Rhodey, Black Widow, and the Vision (Paul Bettany) on the side of UN oversight; and Cap, Falcon, and Scarlet Witch against. The former group will eventually add a Wakandan prince in Black Panther (Chadwick Boseman) and a Queens teenager in Spider-Man (Tom Holland); the latter group will bring in Hawkeye (Jeremy Renner), Cap’s pal Bucky—by now wanted by law enforcement for a new act of Winter Soldier terrorism—and Ant-Man (Paul Rudd). Need a scorecard yet? If not, you surely will by the time the movie introduces additional characters played by Daniel Brühl, Alfre Woodard, Martin Freeman, Hope Davis, and Marisa Tomei (who may be the least spinster-y version of Peter Parker’s Aunt May ever committed to screen).

The ensuing plot—which I’m not fool enough to even attempt to summarize— hopscotches the globe with the mileage-accruing abandon of a Bond flick: Cleveland, London, Vienna, Bucharest, Berlin, each locale announced with towering onscreen type. The heroes duel among themselves now and again, notably in a bravura chase scene with Cap in pursuit of Black Panther, who is himself in pursuit of Bucky.

These skirmishes culminate in a titanic six-on-six battle royale between the vying super-squads. The sequence is a stunner, choreographed with wit and verve and featuring the notable introduction of a super-power we had not witnessed before (though one that Marvel aficionados may guess). Key to the scene is that every participant has individual abilities and personality: For once, there are no expendably faceless masses of Chitauri or Ultron-bots or evil S.H.I.E.L.D. agents cluttering things up.

Better still is the fact that the Russos (working from a script by Christopher Markus and Stephen McFeely, who also wrote Winter Soldier) stage this mega-battle well before the movie’s conclusion, thus shrewdly allowing themselves a more intimate finale. If there has been a flaw to date in the Marvel films—and superhero movies more broadly—it’s been the need for a Big Finish: an alien invasion, dueling helicarriers, a city launched into the sky.

Instead, the Russos bring things back down to a more personal scale, primarily featuring Cap, Bucky, and Iron Man. (It’s worth noting here that as brilliant a gamble as Downey Jr. has long shown himself as the flamboyant Tony Stark, Evans has proven equally crucial for Marvel as the moral-universe-centering Cap.) The picture’s non-Armageddon ending is an especially nice touch given that the initial plot was premised on misgivings about the collateral damage typically associated with super-squabbles.

This being Marvel—as opposed to, ahem, DC—the movie is sprinkled with liberal doses of humor: the cyborg Vision attempting, without much success, to cook his first paprikash (“In my defense, I’ve never actually eaten anything before”); a nice callback (“I can do this all day”) to the first Captain America movie; a sly Tony Stark reference to The Manchurian Candidate; a likable moment of outer-borough bonding by fellow New Yorkers Cap and Spidey.

Yet for all the action and wit on display, there are mournful undercurrents to Civil War, much as there were to Winter Soldier before it. While the Russos’ prior outing very consciously referenced the paranoid espionage cinema of the 1970s—Three Days of the Condor, The Parallax View, Marathon Man, etc.—Civil War reaches back further still, with echoes of noir throughout, of long-held secrets and past sins that cannot be undone. The result is a movie that, while perhaps not quite reaching the Marvel high points of The Avengers and Winter Soldier, nonetheless belongs in their immediate company. Are there a few too many ingredients crammed into the recipe? No question. But unlike the Vision’s paprikash, the completed dish is nonetheless delicious.


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