We are so damn lucky to be living in the age of the Marvel Cinematic Universe. It can’t last forever, but for now, these films are such a gift, and I had a giant smile on my face throughout all 147 minutes of Captain America: Civil War. It perfectly balances the wit of The Avengers movies with the gravity of the Captain America movies, never feeling overly jokey but not oppressively dark, either. Not a single second is wasted, and I couldn’t be more excited about going back to see it a second time.

Let’s break down Civil War for all its pros and cons. From here on out, expect SPOILERS FOR THE ENTIRE MOVIE. 

Pro: Both sides of the argument are compelling

Unlike another recent superhero film that will remain nameless, Civil War has its heroes battle but makes both sides of their argument sympathetic. From Captain America’s perspective, it’s easy to see how seeking approval for every little mission would ultimately lead to more lives being lost; on the other hand, considering all the damage that has been left in the Avengers’ wake, shouldn’t they at least try the Sokovia Accords? If there comes a time when they need to ignore the United Nations and go out on their own, then so be it, but why make a fuss now instead of when that time comes?

We fully understand what Steve is thinking, we fully understand what Tony is thinking, and that makes for such a compelling experience where different viewers walk away leaning more towards one side or the other. Our protagonists aren’t literally being forced to fight against their will – *cough*. No, the Russos have fully considered how the Avengers’ personalities might clash, and they’ve conjured up a debate that is a natural culmination of the series’ prior events.

Pro: The villain is fantastic

I, like many of you, have never been particularly impressed with the Marvel villains. With the exception of Loki and maybe Ultron, none have been particularly memorable. But Baron Zemo might actually be the best MCU villain so far, and I adore the way this film pulls a complete reversal of the franchise’s formula. From the moment Civil War begins setting up the existence of other Winter Soldiers, we can see where this is going. Both sides are going to duke it out before reconciling in order to take down a larger foe; in this case, Zemo will unleash all the other Winter Soldiers in order to…take over the world! Muahaha!

Instead, in a moment reminiscent of Watchmen‘s “I triggered it 35 minutes ago,” we discover that Zemo only tracked down the Winter Soldiers so he could kill them. There’s no broader plan of dominating the universe. Instead, he’s got a more subtle scheme here: he shows Tony Stark video of Bucky killing his parents, a secret that he hopes will tear the Avengers apart forever. After his own family died in Sokovia due to the Avengers’ actions, his act of revenge is not destroying them using a bunch of super soldiers, but rather toppling their empire from the inside. Zemo, by the way, only reveals his scheme after it’s already too late to stop it.

His motivations are clear, his plan is brilliant, and best of all, he actually pulls it off! Yeah, here’s a Marvel movie where the villain wins in the end. Sure, he gets captured, but his goal of fracturing the group could not have been more successful.

Pro: The chemistry between the leads

Seeing almost all of the current Avengers coming together in Civil War makes you appreciate how pitch-perfect Marvel’s casting has been up until this point. Every single character in this movie plays off of each other incredibly well, from the way Falcon and Black Widow work together in the opening scene, to Falcon and Bucky’s bro-nod to Steve after he kisses Sharon Carter. A particular highlight for me was Ant-Man, who is constantly overwhelmed with everything and just wants some orange slices when it’s all over. They also have fun with the fact that he feels a bit awkward in the group and is having to play up a superhero vibe that does not come natural to him. “Here’s your shield, Captain America!”

These are people who love each other, who have phenomenal chemistry, and who we want to be around. That’s exactly what you want out of a cast of characters.

Pro: Spider-Man and Black Panther

Civil War adds two new heroes to the lineup, and both of them are executed flawlessly. Tom Holland is amazing as Spider-Man, and as a movie-only viewer, this is the first iteration of the character I’ve seen that genuinely feels like a teenager. He isn’t a dark and brooding introvert, nor is he a hot, too-cool-for-school skater-boy. No, he’s just a nerdy tech-kid who is bursting with energy and can’t help himself from making dumb jokes and geeking out when he meets Steve Rogers.

I knew virtually nothing about Black Panther going in, but to my surprise, I left the theater with as much excitement for his future as for Spider-Man’s. What. A. Badass. I particularly love the way his claws retract and the way he uses them to slide down buildings and seriously tear up Captain America’s shield (the damage from which is visible throughout the entire rest of the film). Marvel has mastered the art of introducing audiences to some completely new character who we never expected to care about and, by the end, having us bursting with excitement to see more.

Pro: There are real consequences

It would have been disappointing if nothing of consequence had really gone down by the end of Civil War, and to be honest, I was expecting slightly more to happen. Maybe one of the main Avengers would die, as is the case in the comic book storyline? That wasn’t the case, but we got the next best (?) thing: Rhodes falling from thousands and feet in the air and becoming seriously, gravely injured. The moment he hits the ground is genuinely shocking, especially because the scene is set up in a way where we expect someone to fly in and catch him at the last minute, i.e. Hulk and Iron Man in The Avengers. But nope, he just slams into the ground and that’s it.

The emotional consequences are real, too, and it’s ballsy as hell that we end this film without the team having reassembled. Attempting to set up and resolve the infighting within the same movie would have felt rushed, and this is too great of a fracture for the gang to simply come together and hug it out at the end. No, it’s going to take some time, and I imagine we won’t truly see the wounds healed until partway through Infinity War. 

Con: The score

I’ve always seen it as kind of a missed opportunity that the MCU doesn’t do a better job of having overarching themes. Still, we do have a few established ones, like the Captain America theme and the Iron Man theme (the Iron Man 3 version, that is). How awesome would it be if in these movies where all the established characters come together, the established scores also come together? There have been slight hints of this; there’s a great moment in Age of Ultron when Tony Stark enters in his Hulkbuster, and his theme from Iron Man 3 kicks in. It’s such a badass combination of sight and sound, and it’s like some sort of chill-inducing Monday Night Raw entrance.

There were no moments like that in Civil War whatsoever. I’ll have to give the score another listen, but not a single note from it stood out to me on this initial watch. At no point did we hear established themes of anyone, including Captain America, really played up, and all I recall thinking back on the experience is a bunch of generic action background noise.

Con: It’s not really a Captain America movie

This could be a pro or a con depending on what you want out of the MCU, but despite the title, this really isn’t a Captain America film. Looking back on the Iron Man trilogy, despite its place in the overall MCU, you could conceivably watch it as its own series of films (with the possible exception of needing to know that Tony was seriously messed up by the invasion of New York). Even though Captain America: The Winter Soldier required knowledge about the preexisting Marvel movies, it still did ultimately feel like a sequel to The First Avenger more than it was a sequel to The Avengers. 

But Civil War is not really the third in a series of Captain America movies. Sure, there’s more focus on Steve Rogers than in an Avengers film, but not that much more focus. On the one hand, I love that we get to see the team all receiving their individual moments, because there are so many great characters in this universe that it would be a shame to only have them unite every few years. On the other hand, considering this might be the final standalone Captain America movie, it would have been nice if this felt slightly more like a Steve Rogers story and not a story that Steve Rogers happened to play a role in.