First off, the advertising campaign for this has been very well done. I’d swear almost every frame of the movie has been in an ad, but they’ve done a good job of keeping many of the plot elements hidden or had created red herrings with the edits. The movie went in a direction I didn’t quite expect.

So, yeah, there may be some spoilers.

The movie is a direct sequel not just to The Winter Soldier, the second Cap installment, by also Avengers: The Age of Ultron. The event of both movies lead quite naturally to the events of this movie. If anything, this film probably should have been called Avengers: Civil War.

There is a teaser that takes place in 1991 that is a pivotal moment for the plot, and the way the movie plays out, it will be the main red herring throughout. The title sequence leads us to Lagos — where the Avengers are tracking Cap’s old number two and HYDRA agent, Rumlo, as he is engaged in a plot to steal a biological weapon. The team takes out the trash, but in the fray, a number of people are hurt and killed by a bomb (including 11 Wakandans, which brings the Black Panther angle into play.)

Meanwhile, Tony Stark — at MIT giving a keynote lecture and dropping grants on the students there — gets sidelined by a State Department worker whose child was killed in Sokovia during the events of Ultron. I highly suspect there is a plot line that hit the cutting room floor about this being a deliberate attempt to get Stark to support the Sokovia Accords — a United Nations attempt to grab oversight of the Avengers (and, it is implied, other “enhanced” people. They don’t tie it to the Inhumans and events in Agents of SHIELD and that is unfortunate. It would have grown the scale of the consequences of the accords, without growing the scale of this movie.)

Stark, and his friend Col. Rhodie (War Machine), and Vision — both, in many ways, Stark’s creations (and Vision directly so) sign onto the oversight when the Secretary of State and former general and Hulk tormentor,  Thaddeus Ross puts it to the team. Black Widow also thinks some kind of oversight is needed, as well. Stark makes an excellent case that they need to be supervised and directed, that they are loose cannons, but I would suggest that he is only partially correct…outside of the events of Thor and the events of the original Avengers film, which are fomented by extraterrestrial (Asgardian) actions, nearly every major screw up the Avengers are part of is Stark’s doing. Ultron is the direct result of this arrogant, undisciplined asshat playing with things he doesn’t understand; he almost makes it worse (and may still have) by creating Vision in direct opposition to Cap’s objections. Sokovia is his mistake. And the Vision remains a big question mark as to motive in the Marvel Cinematic Universe

The other side is Captain America, his sidekick Sam Wilson/Falcon, and Wanda Maximov/Scarlet Witch. Cap — having seen some pretty terrible things happen due to bureaucratic machinations — the almost nuking of New York by the military, the destruction of SHIELD by the cancerous infiltration of HYDRA — is naturally suspicious of Ross and the accords. (I was surprised that Ross’ nemesis being Avengers member Bruce Banner was never specifically referenced…why should they trust this guy?) In many ways, the “Bucky”/Winter Soldier angle in the ads is the McGuffin to get the fight started, but it’s much deeper: this is a fight between those elements of the state that seek to control, and the individual’s right to choose their path.

As events proceed, we learn that Maximov (who is being blamed for the Lagos incident) is under house arrest “protective custody” at the Avengers compound. A prisoner guarded by Vision. Cap and Falcon get on the trail of Bucky after he allegedly blows up the Sokovia Accords signing event, killing the Wakandan king and setting Black Panther against Team Cap for the rest of the movie. When Cap brings the Winter Soldier in alive, and outside the law as he hasn’t signed the Accords, he is stripped of his shield.

Stark makes a real appeal for Cap to join the team and sign. That if they don’t do it now, they’ll be made to do it later. It’s a good argument, and the one used by state tools for millennia to get people to cede a little freedom for a bit of security. By doing this, all the things Cap did that are illegal would be magically made right by the power of law. It’s not that he did the wrong thing; it’s that his actions weren’t sanctioned. Worse, in many ways, the one member of the Avengers that should be in a jail cell is Stark for creating Ultron, but like the rich and powerful throughout time, he’s signed on with the new power structure and is insulated from his former actions; hell, he’s in a position of authority as de facto leader of the Avengers.

In the end, however, Civil War isn’t a grandiose movie. It’s a personal one. Events split the team apart and lead to a number of excellent action set pieces, but nothing on the scales of the Avengers movies, or the final fight in The Winter Soldier. This is a good thing. All the action proceeds from the goals of the characters, and they are defined by the same. The end fight is not a city-destroying event; it destroys friendships and people.

The characters in the movie are all driven by some form of vengeance. Stark and the villain Zeno, T’Challa/Black Panther — they are motivated by anger; Cap, on the other hand, is motivated by redemption — for Bucky, but also for himself, and for the rest of the Avengers. This plays out so clearly in the final fight, that I found myself saying aloud, “Fuck Stark.”

All of the characters get a few good beats — from the snarky and spiteful word battle between Hawkeye and Iron Man, the interaction between Wanda and Vision, to the wonderful intro of Spiderman (really, this kid deserves all the attention he’s getting) and the humorous bright spot he and Ant Man bring to the movie, to the reawakening friendship between Cap and Bucky — the writing is good, the acting is spot on, and the direction (other than one awful “shaky cam” fight scene) is tight. The music and the choice of font for the title cards during scene changes gave it a strange, almost ’70s flavor.

I found the movie a touch long, but they’re doing so much with the various story threads, I think it would have been hard to cut it down much more. I thought it was, character-wise, the best of the Marvel films; story-wise, I think The Winter Soldier still holds that honor. The fight scenes weren’t as interminable as the Avengers and CA: TWS. One element that it retains from the other Captain America films is this subversive edge. Rogers represents the American ideal, but in all of his films, he is beset by the American reality. In the first movie, he isn’t a hero — he’s a marketing gimmick or a “lab experiment” until he disobeys the will of authority to rescue the 107th; in The Winter Soldier he bucks the burgeoning surveillance and security state, and again, goes outside the law to do the right thing; and in Civil War, he repeat the pattern. Team Iron Man is the face of society and authority, forcing you to do what they think is right for the whole; Team Cap represents those who will go outside the law to do what is right for the person.

These characters represent that push and pull between “the Man” and those people that want to be left the hell alone. In this way, this is one of the most libertarian movies since Serenity.

So is it worth it? Absolutely! On my scale, this is a definite “full price” movie. I will most likely see it in the theater a second time. Of the Marvel movies (excluding Guardians of the Galaxy, which I consider more of a stand-alone franchise), this and The Winter Soldier are easily the best of the crop. They manage to cover much of the same ground as the DC movies have been trying to do, but without the dreary darkness DC seems to think is necessary to tackle issues of law vs. justice, the individual vs. society, the ramifications of people with extraordinary powers.

Go see it.