The most difficult part of crafting a great movie series is finding a way to top the previous entry. What makes Captain America: Civil War so exciting is that it closes off a trilogy that can now be remembered for learning from the strengths and weaknesses of each of its installments. Captain America: The First Avenger was a fun piece of World War II action pulp that helped set up the larger Marvel Cinematic Universe, while Captain America: The Winter Soldier towered above it as much more serious political thriller. Civil War ups the ante once again with even more political relevance, spectacular action sequences, and powerful, character-driven conflict.

Civil War opens in Nigeria where the Avengers must stop the supervillain Crossbones from stealing a deadly biological weapon. When the conflict ends in tragedy, the governments of the world move to ratify the Sokovia Accords, a document that requires the Avengers to be directly controlled by a United Nations panel. Tony Stark/Iron Man (Robert Downey Jr.) believes that signing the accords is a way to take responsibility for their actions, while Steve Rogers/Captain America (Chris Evans) worries that the restriction would prevent the Avengers from saving as many lives as possible.

Further disagreement stems from the return of Bucky Barnes/The Winter Soldier (Sebastian Stan), who is accused of setting off a bomb in Vienna. Convinced that his former friend is innocent, Captain America rushes to defend him—a decision that further deepens tensions between Stark and Rogers. What starts as a simple argument eventually escalates into all out war as each Avenger is forced to pick a side.

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There are too many characters in Civil War to name them all, and the film definitely feels packed. Yet by some miracle, or by the prowess of screenwriters Christopher Markus and Stephen McFeely, everything remains coherent and balanced. Civil War arguably takes more time to develop its heroes than any Marvel film to date, and even the ones given only a few minutes of screentime still have a chance to shine. When the Avengers are fighting each other, it’s difficult to root for anyone to win because they’re all so likeable. This strong focus on characters results in a genuinely emotional film.

As for the political conflict on display, Civil War asks big questions about the accountability of superheroes and how the Avengers should handle the collateral damage that occurs when they are saving the world. Nothing is painted in black and white; both Captain America and Iron Man bring up valid points, and it will come down to individual opinions as to which stance is the more honorable of the two. Regardless, Civil War does a terrific job of presenting its themes of consequences, loyalty, and vengeance.

At this point in the Marvel Cinematic Universe, every actor has proven that they are perfect for their roles. There are, however, two new additions to the lineup of heroes.

The first is Chadwick Boseman’s (excellent) Black Panther, an acrobatic warrior from the fictional African country of Wakanda. Black Panther has one of the more compelling character arcs in the film, and his fighting style is fittingly cat-like. Boseman also nails the fake Wakandan accent of the character.

The second is Spider-Man, played by 19-year-old Tom Holland. After finally reacquiring the rights to the character from Sony Pictures, Marvel Studios’ wall crawler is the best live-action version thus far. Holland brings all of the lovable awkwardness and humor that Spider-Man is known for. He’s only given a small role in the film and, quite honestly, isn’t crucial to the story. Nevertheless, Spider-Man still fits right in with the other characters and this is a mouthwatering preview of what’s to come in next year’s Spider-Man: Homecoming.

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Returning from Captain America: The Winter Soldier are directors Joe and Anthony Russo. The Russo brothers already proved that, despite roots in television comedies, they are more than capable of orchestrating sensational action sequences. In Civil War, they prove that they are two of the best action directors in the industry.

All of the hand-to-hand combat is meticulously choreographed and every Avenger’s abilities are displayed in all their glory. One fight scene in a German airport is absolutely magnificent. It’s full of hilarious banter, but is still intense and shows the Russo brothers’ full potential. It’s one of the best action sequences in not just a superhero movie, but in any movie. This circles back to Civil War’s emphasis on characters. The reason the action is so exciting is partly because the audience actually cares for everyone involved in the fight.

In fact, this is why the entire film works so well. It’s not enough for comic book films to be brainless spectacle; that’s why The Dark Knight, The Avengers, and Captain America: The Winter Soldier were all so revered. The best comic book movies are more concerned with telling an intriguing story with likeable and fleshed out characters than just having things blow up with no rime or reason. There needs to be a point to the action, and that’s why Captain America: Civil War excels. When it comes down to it, this is a film about friends being forced to choose a side of a conflict where nobody wins. Everything else is just icing on the cake.