The Marvel Cinematic Universe (MCU) is so lumbering and massive and unwieldy that it really is sort of a miracle that any of the movies work at all. And yet most of them do. (The best: The original Avengers. The worst: Iron Man 2.) This has been for two primary reasons. The first is that the franchise’s template was laid down by two terrific four-quadrant filmmakers, Joss Whedon and Jon Favreau, men blessed with the seemingly impossible ability to package escapist, familiar entertainment as something distinctive, even original, while still pleasing their corporate masters. Their sensibilities are a through line—filtered, distilled, but undeniably present—from one movie to the next, connecting disparate characters and filmmakers with radically different sensibilities. (The only thing Kenneth Branagh and James Gunn have in common is that they both breathe air, but they fit snugly together in the MCU.)

The second reason for the films’ success is that the corporation in charge has a deep, emotional connection to all the characters because, well, it created them. This is not some dude in a suit and loafers in a Culver City studio coming up with a comic book movie because that’s what the kids are into these days; the people who make this stuff take it as seriously, if not more seriously, than the people they’re making it for. They’re always going to do right by these characters, because it means doing right by themselves.

The inherent danger, of course, is that those who love these characters and this universe will never know how much is too much—which brings us to Captain America: Civil War, a film that is entertaining and well-paced and meticulously constructed, and still made me wish I had an index with me so I could remind myself what was going on and who, exactly, all these people were. I have no horse in this comic book world: I just want an entertaining movie that uses the basic tools of filmmaking to guide me through what’s happening. When done well, you have The Avengers, which was a joyous exploration of just how much giddy fun you could have with these iconic characters, Whedon playing with his figurines in the backyard and inviting you along. When done poorly, as in that other superhero vs. superhero epic of 2016, casual observers are left on the outside looking in, wondering why everyone is so angry with one another and why it’s all so goddamned loud. Civil War—which, for all intents and purposes, is Avengers 3—is definitely on the upper tilt of that comic book curve, with a clear storyline and understandable character motivations, and action scenes that always have a little more thought put into them than might have been absolutely necessary. And yet you’ll still end up with your head spinning by the end of the movie. Captain America: Civil War has a lot of plates in the air.

This is a film with so many characters that Don Cheadle is essentially the seventeenth credited actor, but it all starts with Captain America (Chris Evans) and Iron Man (Robert Downey Jr.), the anchors of the MCU. In the wake of all the destruction caused by the first two Avengers movies, the United Nations asks the Avengers to sign a document saying they will not act without global approval; Iron Man wants to sign it, and Cap doesn’t. There are a million subplots, but that’s the basic conflict, as gaggles of superheroes (minus The Hulk and Thor, who are conveniently out of town like your Canadian high school girlfriend) line up on one side or another, leading to an inevitable and legitimately awesome set piece in which all the heroes fight each other in an airplane hangar. It’s the geek-pleasing “weeeeeee!!!!!” sequence that’s a blast start to finish, even if you don’t know or care that much about any of the ancillary characters, if only because the filmmakers’ enthusiasm is so infectious. You pay your money to see Ant-Man and Black Panther do battle, and the movie serves it to you in style. Civil War gives you what you want it to, another staple of the MCU: This is capitalist filmmaking, but they’re populist capitalists. They send you home happy.

Directors Joe and Anthony Russo, who made the last Captain America movie and will be helming the upcoming Infinity War movies, are extremely organized filmmakers, and with a movie this crowded, they have to be. They juggle everything well, from building up to that big fight scene, to keeping Captain America and Iron Man on opposite sides, to providing viable human villains in a world constantly being invaded by all-powerful aliens to, most impressive, introducing more characters who will end up with their own standalone movies. The two big new faces here are Black Panther, played by a typically terrific Chadwick Boseman, and Spider-Man, saved from Sony’s chronic mishandling of what was once the biggest superhero franchise of them all and portrayed by 19-year-old Tom Holland as the dorky, motor-mouthed teenager he was probably meant to be all along. They’re both strong additions, but you’ll still find yourself a bit exhausted by their presence: There is enough overstuffed story going on without them, let alone Ant-Man and Black Widow and Hawkeye and Vision and War Machine and all the rest.

Civil War can’t stand up to the two Avengers movies or even the last Captain America movie: There’s too much going on, too much world building, to have the Avengers’ sense of loopy discovery or the tight focus of the last Captain movie. The movie is nearly three hours long and still feels truncated, like a ton of stuff was cut out. (Editing these movies must be a nightmare.) It doesn’t help that the Winter Soldier himself, who is a major driving force of the plot in this film (even more than in the film that bore his name), is a bit of a dull pickle; Captain America and Iron Man are essentially fighting over him, which makes it a bit of a problem that he’s barely in the top 20 of interesting super-powered beings in this movie. Marvel generally has trouble with villains too, and it’s difficult to be invested here in a human bad guy when we’ve been fighting off monster lizard aliens and robots bent on destroying the planet for the last few movies now.

Civil War is both a Captain America sequel and a third Avengers movie, and that’s more than any movie could possibly pull off. Still: There are smart people in charge of these movies, people who care about the characters and want to do right by the audience. That’s not nothing. After requiring about a month after seeing Batman v. Superman for my brain to stop rattling around my head and the fillings in my teeth to stop bleeding—for me to have faith in the human condition again—I’d say that’s quite a bit indeed.

Grade: B