In the gap between The Avengers and Captain America: Civil War, an entire phase of Marvel has passed, and Civil War is so much better than any of it, except for Guardians of the Galaxy, that I wish this had been the idea—Marvel’s most risky yet—for Avengers 2.

The real Avengers 2, Age of Ultron, while it has its great moments, is a brain-meltingly bloated checklist of plotlines from the broader Marvel Universe to introduce, expand upon, tie up, and introduce and tie up within the movie’s runtime. Then again, if the Avengers had instead turned against each other this soon, it would have been almost as contrived as Batman v. Superman.

Civil War isn’t concerned with nearly as much as Age of Ultron is concerned with, such as all the Infinity Stone nonsense; it’s concerned mainly with the consequences the Avengers have on the world and with the fate of their team, and it has enough Iron Man 4 and Avengers 3 in its blood to deem the “Captain America” in its title irrelevant.

Of course, Captain America’s movies have always been the Marvel Universe’s most impactful “solo” movies, such as how the much grittier The Winter Soldier sets up the circumstances for Age of Ultron. However, Winter Soldier also fits in more personal matters for Steve Rogers, such as the revealed identity of the titular assassin, the Winter Soldier, who was brainwashed into becoming the anti-Captain America. As is the same case for Civil War.

Why the film works to well is because, for once, it all comes down to the characters whereas the stakes in previous solo movies—from Winter Soldier to Thor: The Dark World—had been apocalyptic even before Age of Ultron‘s near-apocalypse.

In fact, with the Avengers now running as an independent organization, what tears them apart is the choice of how to answer for the destruction that often comes in their wake: submit to being overseen by the United Nations, or stay independent. Tony Stark, under the pressure of responsibility for Age of Ultron‘s events, agrees with the former, but Steve Rogers doesn’t believe that the Avengers’ freedom should be taken away, and he only breaks the team further when he decides to help his best friend who’s become the suspect in a bombing.

Even when the film introduces new superheroes in addition to further developing familiar ones, the narrative feels surprisingly crisp and focused. Sure, this re-rebooted Spider-Man’s shoehorned intro opens up a major plot hole, but Tom Holland is too likable in the role for that to derail the film.

Spider-Man’s mostly used in the living toy bucket we’re waiting for throughout, a rollicking showdown between Team Cap and Team Iron Man. Of course, the most powerful character is decidedly underutilized since he could take on one side single-handedly, and Ant-Man, out of all of them, offers the absolute funniest moments—some of the funniest moments out of the entire Marvel Universe. On the other hand, what makes this sequence so much fun, until it ends tragically, is that the heroes are trying to merely stop each other.

It isn’t until the climactic showdown where the fighting turns to matters so personal that it’s no longer fun watching our heroes beat the snot out of each other but downright heart wrenching, partly because Stark and Rogers are made more out to be villains than the heroes they once were.

This conceit in of itself isn’t my biggest problem with the film, but it leads to it: while this showdown is set off by a mistake on Rogers’s part, Stark’s reaction to this mistake is what truly cripples the Avengers as a team, yet the aftermath paints Stark as the bully victim, which subverts Rogers’s words that got him hired for the supersoldier program: “I don’t want to kill anyone. I don’t like bullies. I don’t care where they’re from.”

This perhaps makes Civil War the most pessimistic Marvel movie, but it doesn’t prevent it from being the most thought-provoking Marvel movie. While it would only make sense to one who’s already following the Marvel Cinematic Universe—much of which is either chaotic, mediocre, or both—, it wouldn’t be as effective as it is if it weren’t for everything that builds up to it.