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.