A year ago in these pages, I wondered if superhero fatigue had begun to settle in when I reviewed Marvel Studios’ 11th film, the team-based superhero sequel Avengers: Age of Ultron, which found writer/director Joss Whedon reassembling our favorite heroes for an overstuffed movie that proved an underwhelming downer. Whedon was serving so many masters—setting up more Avengers films, a third Thor adventure, the first Black Panther movie and, yes, this third Captain America picture—mdash;that Age of Ultron lacked much of the fun of its 2012 predecessor.

And with a plot that, on paper, sounds like it could be just as humorless as Warner Brothers’ and DC’s recent and reviled Batman v Superman: Dawn of Justice, it’s with a sigh of relief that I report not only that Captain America: Civil War doesn’t collapse under the weight of its abundant ambitions, but that it’s tremendously entertaining and light on its feet—even as we watch two friends and heroes we admire (Chris Evans’ Steve Rogers/Captain America and Robert Downey Jr.’s Tony Stark/Iron Man) taking opposing sides and coming to blows. One of the many strengths of the screenplay by Christopher Markus and Stephen McFeely is that neither party is right—nor are they wrong. And unlike Batman and Superman in Zack Snyder’s dud, Cap and Shellhead have genuine affection for each other, based on years of shared history, so it’s truly painful to see them fight, akin to watching a marriage dissolve.

Markus and McFeely co-authored all three Captain America movies as well as the upcoming Avengers: Infinity WarPart I and Part II, but credit is also due to brothers Anthony and Joe Russo, who directed this film and its predecessor (2014’s Captain America: The Winter Soldier, still Cap’s best standalone movie, truth be told). Based on their work in the Marvel Cinematic Universe thus far, the fact that they’ll be helming both Part I and Part II of Infinity War fills me with hope.

Which isn’t to say that Civil War does everything right. Captain America may have his name in the title, but concerns about his third outing being more of an Avengers 2.5 prove somewhat warranted, even though Markus and McFeely manage to keep a focus on the Cap trilogy’s arc involving Steve Rogers and best friend-turned-brainwashed assassin Bucky Barnes/Winter Soldier, bringing closure to this larger story even as a new generation of Avengers are brought to the fore.

At the film’s outset, Cap and his current lineup of Avengers—Black Widow (Scarlett Johansson), Falcon (Anthony Mackie) and Scarlet Witch (Elizabeth Olsen)—track terrorist Crossbones (Frank Grillo, reprising his nefarious character from The Winter Soldier) to Lagos, where he’s intent on stealing a deadly biological agent. The ensuing battle is roughly presented, shot handheld and close-up. Nevertheless, we still witness these new Avengers functioning very well as a team. But while Black Widow manages to neutralize the biological threat by kicking her usual amount of ass, Scarlet Witch makes a devastating mistake that levels part of an occupied office building.

In the aftermath, Avengers old and new are visited by former General Thaddeus “Thunderbolt” Ross (William Hurt), an adversary of the Hulk in the 2008 film that introduced the green-skinned goliath. Here, the character has been promoted to secretary of state. Even though the Hulk doesn’t appear (nor does Thor—the two most powerful Avengers have been sidelined, presumably teaming up for the forthcoming Thor: Ragnarok), Ross is still on a fanatical crusade against unchecked destructive power, using this latest catastrophic episode to illustrate a pattern of collateral damage that has left scores of civilians dead. Ross informs the team that they will face arrest if they fail to sign the Sokovia Accords, legal documents that will regulate the heroes’ actions and place them under the thumb of the United Nations.

This announcement fractures the Avengers, separating our heroes into two camps. You may be surprised by who decides to sign—and who doesn’t. But needless to say (since the movie’s marketing has done it for me), the opposing factions are led by Captain America and Iron Man.

As for my initial misgivings with the Russos’ direction of the action, I needn’t have worried; it steadily opens up, becoming much more classical and controlled as the film goes on, and the brothers thankfully never resort to Marvel’s typical third act of Giant Things Crashing into Other Things. In fact, the fantastically well-choreographed and executed airport battle that pits a dozen heroes against each other is probably the best thing Marvel’s ever put on screen—and it only serves as the appetizer for the film’s atypically intimate and satisfying conclusion. And yes, the 15-minute fight also introduces us to the MCU’s teenaged version of Spider-Man. Delightfully played by Brit Tom Holland, this is the quippy Web-Head you’ve been waiting for.

In fact, each of Marvel’s new (and new-ish) characters are granted great moments, from Wakandan Prince T’Challa—aka the Black Panther—to Scott Lang/Ant-Man (Paul Rudd), a tiny hero who brings ample humor to a film that doesn’t lack of it. Somehow, I doubt DC’s laughing along.

Captain America: Civil War ***½

Starring Chris Evans, Robert Downey Jr., Scarlett Johansson, Sebastian Stan, Anthony Mackie, Don Cheadle, Jeremy Renner, Chadwick Boseman, Paul Bettany, Elizabeth Olsen, Paul Rudd, Emily VanCamp, Tom Holland, Marisa Tomei, John Slattery, Hope Davis, John Kani, Alfre Woodard, Frank Grillo, Martin Freeman, Daniel Brühl and William Hurt. Written by Christopher Markus and Stephen McFeely, based on the comic book by Mark Millar and characters created by Joe Simon and Jack Kirby. Directed by Anthony and Joe Russo. At Assembly Row, Boston Common, Fenway, Somerville and in the suburbs.

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