The X-Men franchise has always held a unique place among comic-based superhero films. It could be argued that director Bryan Singer’s 2000 original heralded in the superhero renaissance that would soon define the world of blockbuster cinema. The superhero sub-genre has come a long way since then, and the franchise has seen its share of ups and downs, from the disappointments of X-Men 3 and X-Men Origins: Wolverine to the creative rebirth of First Class and Days of Future Past, the latter of which lured Singer back to the director’s chair for the first time since the fan-favorite X-Men 2. With X-Men: Apocalypse, Singer is back along with an excellent cast that includes new and returning iterations of famous and well-known characters, and the result is a film that in many ways feels like a throwback, despite its younger cast. This is both a very good and very bad thing.

Apocalypse is instantly much darker and violent than the films that came before it, as we open upon ancient Egyptians worshipping what they see as a god, but what we see as the very first mutant (Oscar Isaac). He goes by many names, but we see him as En Sabah Nur, aka Apocalypse. This extremely powerful being has been able to survive centuries by transferring his consciousness to a new mutant host, while also gaining his/her powers and adding them to his arsenal of skills. But, when a conflict causes him to be entombed, Apocalypse is buried for thousands of years, until the year 1983, when a cult of followers hunts down his remains and brings him back to life (the film doesn’t really bother with any sort of explanation as to how this transference and reanimation works).

Meanwhile, the mutants we know so well are dealing with the fallout of the events of the previous films. It has been 10 years since mutants were “introduced” to the rest of the world in Washington, D.C. when the shape-shifting Mystique (Jennifer Lawrence) saved the president and other world leaders from the vengeful wrath of Magneto (Michael Fassbender). Since then, Mystique has gone rogue, while Magneto has settled down in Poland working at a steel mill and living in an almost-too-quaint forest cottage with a wife and child.

Charles Xavier (James McAvoy) has begun his school for gifted youngsters in earnest, training a new generation in earnest along with Hank McCoy (Nicholas Hoult). He is introduced to several new students, including the telepathic Jean Grey (Sophie Turner), the laser-eyed Scott Sommers (Tye Sheridan) and the teleporting Kurt Wagner (Kodi Smit-McPhee). Little does Xavier know he’s actually preparing an army to fight against Apocalypse, who sees the human world as a disease that must be eradicated so that mutants can once again rise to rule the earth as gods. By his side are his four horsemen, young mutants he sways to his cause by enhancing their powers, including Psylocke (Olivia Munn), Angel (Ben Hardy), Storm (Alexandra Shipp) and yes, the master of metal himself, Magneto (is it much of a surprise to hear that things in Europe don’t turn out so great?). At stake is the fate of the world itself and the most epic confrontation our gifted heroes have yet faced.

X-Men: Apocalypse features just enough enough awesome fan service to excuse its myriad problems.

Many of Apocalypse’s problems are obvious from the get-go. The oppressively dark religious imagery and themes of the film’s first third are a real bummer, and the exposition is sluggish and dull. I was bothered by writer Simon Kinberg’s odd attempts at balancing humor with some extremely gruesome content (how they managed a PG-13 with this one is a mystery—it’s brutal). The film is also extraordinarily over-the-top, even for a franchise that seems to wear that as a badge of honor. If John Ottman’s bombastic, overbearing score isn’t enough to convince you of that this movie is supposed to be super EPIC, nearly everything else in the film will. It just seems like it’s trying way too hard.

The other main issue I have with the film is Apocalypse himself. God bless Oscar Isaac, but this is one of the cheesiest villains I’ve seen in a comic film. I love seeing Isaac ham it up, and his design is actually pretty cool, but his plan is confusing and the “sci-fi science” behind his powers is ludicrous. For example: how, exactly does he recruit his horsemen? Even after he finds them (no easy task, given that the film makes a big deal about Apocalypse not having telepathic abilities), does he brainwash them, or simply tell them he’s powerful and that they should follow him? I seem to believe the latter, but it wouldn’t make much sense for some of the horsemen to follow him unconditionally, either. Furthermore, our big bad seems intimidating and powerful in some scenes, while a total pushover in others.

Rarely can a film recover from this many problems, but I’m glad to report that Apocalypse somehow manages to pull it off. The second half is terrific. This is thanks to some mind-blowing set piece moments that rival anything we’ve seen in the series; thank God for Quicksilver (Evan Peters), whose antics are just as much a highlight here as they were in Days of Future Past. We also get a glorious cameo from a certain mutton-chopped mutant that is so insanely cool I couldn’t help but clap for it.

The X-Men franchise has always survived on the strength of its characters, and that holds true here. Magneto and Xavier are the finest written characters in all of superhero-dom, and even when so many other elements threaten that, the bond these two share shines through beautifully. The writing is helped greatly by the performances: McAvoy and Fassbender feel born to play these roles, as Patrick Stewart and Ian McKellan did before, and they’re better than ever here. I feel the same way about Lawrence’s Mystique, although most of her character growth occurred in the last film. The new cast is also uniformly excellent; I particularly enjoyed Tye Sheridan’s version of a young Cyclops and Smit-McPhee’s interpretation of Nightcrawler, probably my favorite mutant. The action-packed climax doesn’t feel particularly inspired, but I cared enough about these characters that the mostly bland CGI cacophony worked well enough.

X-Men: Apocalypse is an odd grab-bag of half-baked ideas mixed with undeniable brilliance. The franchise has always placed a premium on character, and that’s certainly true here. This unfortunately comes at the expense of a decent story, and I wish the two sides were as balanced and nuanced as they were in Days of Future Past. Still, some messes are very much worth seeing, and that is true here. Fans of the franchise will have plenty to enjoy and ruminate on, but there’s sadly very little here to endear outsiders to the world of mutants.

It seems like none of our heroes can get along these days. We recently saw two legends spar in Batman V. Superman, and morally opposed vigilantes Daredevil and The Punisher squared off on Netflix’s Daredevil. Now, with Captain America: Civil War, we find many of our Marvel heroes exchanging both verbal and physical volleys. Superheroes may often be known for facing off against memorable bad guys, but their greatest foes may come from within.

Civil War finds our heroes facing more division than ever before, as their worlds become more morally neutral and their lines begin to blur. It’s a bleak, devastating and emotionally gripping landscape, which is why this latest Marvel film often feels more like a Greek tragedy than a summer popcorn flick. It’s also one of the many reasons why Civil War stands as the best Marvel flick to date.

Steve Rodgers, aka Captain America (Chris Evans) finds himself once again clinging to his WWII-era values as he butts heads with longtime companion Tony Stark, aka Iron Man (Robert Downey Jr.) over a new UN-sanctioned bill that would force the super powered Avengers team to answer to world governments. Tony sees this oversight as necessary; Avengers incidents have caused untold destruction around the world, and his hubris created the robotic villain Ultron. What harm could a bit of control cause? But Steve, with memories of Nazi Germany still fresh in his mind, fears that this oversight may be more akin to chains. What if our heroes need to act, but the council decides they shouldn’t?

Each hero attempts to smooth talk the other to get them to join their side, and it’s here that the script does a brilliant job setting up why this conflict is important and why we should care. Other Avengers have long and fascinating discussion on the nature of control and what it means to be a hero. The landscape is a surprisingly moral one, and all the more worth paying attention to because it doesn’t provide any easy answers. Many of the heroes, like us, see the logic of both sides. Some heroes, like The Vision (Paul Bettany) and Black Widow (Scarlet Johannsson), operate primarily on logic. Others, like Scarlet Witch (Elizabeth Olsen) and newcomer Black Panther (an excellent Chadwick Boseman), are motivated to pick sides primarily by emotion, driven by events in the film that change their perspective. Still others, like The Falcon (Anthony Mackie) and War Machine (Don Cheadle), are more concerned with loyalty (the former with Cap, the latter with Iron Man). But each character, big and small, is given a reason and motivation for their actions, and that richness and depth of character echoes throughout the film.

Civil War is a bold and nuanced superhero flick, filled with memorable characters and action setpieces.

But this conflict is informed by more than the UN bill. There’s also Bucky Barnes, aka the Winter Soldier (Sebastian Stan), Steve’s childhood friend who we last saw as an unstoppable Hydra-controlled killing machine. When it appears he committed a deadly bombing, Tony goes on the hunt, but Steve’s loyalty to his friend requires him to go against the law to protect his friend and get behind the truth of what actually happened.

What’s so extraordinary about Civil War is that it juggles so many elements without feeling overstuffed or underdeveloped. The film is so well written, and the characters so well fleshed out, that, even when the film is keeping secrets from the audience, it’s easy to track with. It’s one of the talkiest superhero movies I’ve seen, but that means that, when the entirely spectacular action comes, we actually care about what we’re seeing (something the recent Batman V. Superman failed at).

I’ve said before that Marvel has a villain problem, but this film deftly sidesteps that flaw in several ways. It gives us a villain of sorts (Zemo, played by the always great Daniel Bruhl), but he’s just a regular guy, and his motivations are rich and understandable. More importantly, he’s not the main source of conflict. When you have the earth’s greatest heroes fighting each other, why do you really need a bad guy at all?

Civil War may sound like a downer, and it can be, but it’s also probably the funniest Marvel film to date. That’s mostly thanks to Paul Rudd’s Ant Man, but also the introduction of Tom Holland’s new Spider-Man. Sure, he’s mostly there for fan service, and his justification for joining the battle is thin. But it’s hard to complain when he shows up on screen, because this is the Spider-Man fans have been waiting for. Young, inexperienced and highly out of his depth, this Spidey laughs in the face of danger because he doesn’t quite see the gravity of the situation; he’s having too much fun with his new powers. The film’s major set piece battle between the two sides is a total blast, one that had me grinning throughout.

The word I keep coming back to with Captain America: Civil War is balance. The film deftly balances old and new, comic and tragic, epic and intimate. The new characters are perfectly realized and the old ones feel like they belong there. It’s the funniest Marvel film, but also the saddest. It’s filled with jaw-dropping action scenes, but it also breathes long enough to tell us why we should care that all these brightly dressed heroes are flipping through the air and blowing things up. Civil War brings an unparalleled depth and gravitas to the Marvel Cinematic Universe. It’s essential viewing for even the casual Marvel fan. For everyone else, this is the movie that will convince you to become one.