‘Captain America: Civil War’ SPOILER review: How many superheroes is too many?

A review of Captain America: Civil War – designed, like my TV episode reviews, to be read after you've seen it, which means there will be many many spoilers – coming up just as soon as you try some of my date loaf…

It's an odd thing, Civil War. During the movie this morning, I was enjoying nearly every individual scene and how well the writers and the Russo brothers managed to juggle an absurdly large cast of pre-established characters (plus a couple of new ones in Black Panther and the Tom Holland version of Spider-Man) and give everyone at least one big moment (a literal one for Ant-Man, whose brief turn as Giant-Man was wisely hidden in all the pre-release hype). The movie squeezes in over a dozen Avengers, past, present, and future, has to do a lot of heavy lifting to introduce Black Panther and the nation of Wakanda (and less to establish this new take on Spidey, since everybody has already seen his origin story multiple times, but still enough to get a sense of his personality and relationship with Marisa Tomei's Aunt May), give villain Helmut Zemo a comprehensible motivation and plan, while still having room to sketch in more well-rounded portraits of people like Sharon Carter and the older version of Howard Stark than they've gotten in previous films. And with all that going on, it has to do right by both Cap and Iron Man, whose philosophical conflict is what's driving everything else. I went into Avengers: Age of Ultron terrified that Joss Whedon had been given way too many characters and storylines to handle; Civil War makes Age of Ultron look like a quaint two-character chamber piece. It's a miracle, honestly, that Christopher Markus and Stephen McFeely's script manages to do all this without anyone feeling shortchanged…

… and yet, when I walked out of the theater following the two epilogues (one establishing that Cap and Bucky – and maybe the other rogue Avengers – are hiding out in Wakanda, the other a teaser for Spider-Man: Homecoming that I imagine was part of the Sony/Marvel negotiations to put Spidey in this film in the first place), I found myself feeling a bit underwhelmed, as if Civil War had turned out to be less than the sum of its many, many, many, many impressive parts.

The movie was inspired by a crossover comic book miniseries, and it vastly improves on the source material, by finding a way to give Steve and Tony's respective positions equal moral weight for nearly all the film. (The Civil War comic is by Mark Millar, who has difficulty not writing all super-heroes as colossal jerks, and who sold out decades of Iron Man characterization to make his story work.) And ultimately, it reminded me of superhero crossovers in another way, which is that in their quest to squeeze in as many characters and cool moments as possible, the central miniseries often winds up feeling a bit empty, and has to lean on crossover issues in the characters' solo books to feel fully realized. The main book gives you a quick taste of a lot of dishes, but you have to go elsewhere to get full meals. Since Civil War wasn't released concurrently with films focusing just on Black Panther, Spider-Man, Ant-Man (say, going into more depth about why Scott would be willing to risk prison and be torn away from his daughter, when that was his main motivation in Ant-Man), or Scarlet Witch, this one film has to function as everyone's story, and with the exception of one character – whose name isn't even in the title – the movie came up wanting. It gave me so much, but in a way that made me want so much more than it could reasonably offer.

The character with a thoroughly satisfying arc is Iron Man. He begins the movie in a dark place – Pepper is gone, his attempt to step back from superheroics isn't quite working out, he's forever dwelling on the deaths of his parents – and settles on the Sokovia Accords as a way to assuage his guilt for all the bad things he made happen over the course of the previous movies. (Remember, the destruction of Sokovia is entirely his fault, since he was arrogant enough to build Ultron in the first place.) He makes many mistakes along the way – putting too much faith in the UN and/or Secretary Ross, letting his desire to avenge his parents' murders overwhelm the need to bring Zemo to justice (and, if he wants, to turn Bucky over to the authorities) – but it feels like he has more of a character arc over the course of the film than Cap does. Steve had a great arc in Winter Soldier (which remains my favorite of the Marvel films), whereas here he's essentially the same character at the end as the beginning, and occasionally feels like a bystander in what's really an Avengers film in everything but name.  

Having said that, the Russos remain superb action directors, and all the fight scenes – but the Avenger-on-Avenger brawl at the airport in particular – were wonderful, kinetic, easy to follow, and made sure to not let the many colorful personalities be overwhelmed by the kicks, punches, and explosions. They and Chadwick Boseman brought Black Panther to life in a way that lived up to one of the coolest – if most difficult to present to his full potential – characters Marvel has, and this version of Spider-Man has me so much more eager to see Homecoming than I was any of the three previous films with either Tobey Maguire or Andrew Garfield. I cheered when Ant-Man went full Giant-Man, laughed at Falcon's never-ending dislike of Bucky, enjoyed all of Scarlett Johansson's dry line readings, and smiled at Vision trying to make paprikash while listening to Chet Baker. From beat to beat, it's wonderful. All together, it was maybe too much.

The more popular these Marvel movies get, and the more of them that get made, the bigger they're going to be, and the more pressure there will be to use each one to set up the events of two or three more. These are all about expanding the brand as much as they are about storytelling, and while Whedon and the Russos have juggled the two tasks exceptionally well, the strain is showing.  It's going to be hard to recapture the simplicity that made the first Iron Man, the two previous Cap movies, or even the first Avengers so effective.

I will, of course, continue to go see all of them, because I'm a nerd and because the pluses of most far outweigh their minuses. But as fantastic as the airport brawl was, I imagine I'll be revisiting Winter Soldier and First Avenger more enthusiastically in future viewings.

Some other thoughts:

* As impressed as I was by the de-aging effects on Michael Douglas in the opening sequence of Ant-Man, I nearly felt chills seeing Robert Downey Jr. convincing dialed back to his Back to School-era baby face. How soon before middle-aged actors and actresses start demanding that stuff be used even when they're not appearing in superhero films?

* Martin Freeman's character Everett K. Ross is best known by comics fans for a long stint as T'Challa's reluctant sidekick in Christopher Priest's outstanding stint as Black Panther writer. In the comics, he was blatantly modeled on the young Michael J. Fox, where the Freeman version here is more of a smug bureaucrat. It's slightly confusing having Everett Ross in the same story as the unrelated Secretary of State Ross (with William Hurt as the first major actor from a solo Hulk movie to find his way into one of the more recent Marvel films), but I doubt most people in the audience even noticed Everett's name in the first place.

* More comic nerdery: Zemo is essentially a new character borrowing the name of one of Captain America's bigger villains, who was himself the son of a Cap villain from the '40s and '60s. (As written, and as played by Daniel Bruhl, he's also much more nuanced, even in his brief screentime, than either comic book Zemo is usually allowed to be.) Zemo the younger made his first appearance – calling himself Phoenix at the time rather than Baron Zemo – in a comic that I owned as a kid with an accompanying vinyl record audiobook version, which features one of my favorite corny comic book jokes from childhood, which I listened to over and over and over again:

* RIP, Crossbones. Frank Grillo made a good minor villain in Winter Soldier, and I was glad he got to come back to fill the obligatory role of the minor villain whose early appearance sets up the real plot of the film. (See also Strucker in Age of Ultron.)

* Also, RIP Peggy Carter. Given her age – as Cap and Bucky joke at one point, they're close to 100 years old going by when they were born, and Peggy was presented as a bit older than Steve – the movies were running out of opportunities to trot out Hayley Atwell in the old age makeup. I just hope the younger version of Peggy continues to live on in some form, even if ABC isn't likely to renew the super-fun Agent Carter. Also, Cap's romance with Sharon Carter is straight out of the comics – where, since Cap originally emerged from the ice in the 1960s, she was first presented as Peggy's much younger sister – but it has always felt a bit off to me, even though here Chris Evans and Emily VanCamp are completely plausible love interests.

* The movie theater crowd gasped when Zemo revealed that the victims in that 1991 car crash were Tony Stark's parents, but as our Emily Rome pointed out this morning, the Arnim Zola scene in  Winter Soldier at a minimum strongly implied that Hydra was responsible for the Starks' deaths, if not coming outright and saying that Bucky did it.

* Downey and Tomei are almost exactly the same age, and were romantic co-stars back in 1994's Only You. Now he's America's most beloved superhero, and she's playing a superhero's aunt. That's showbiz.

* The Russos brought in their old Community pal Oscar Winner Jim Rash to play a member of the MIT faculty in the first scene with Tony. It's a shame there couldn't be a cameo by Annie, Troy, or Abed, but I do like the idea of Dean Pelton somehow moving his way up the academic ladder.

What did everybody else think? Where would you rank Civil War amongst both the individual Captain America films and the Marvel Cinematic Universe as a whole? Did you enjoy watching Spidey and Black Panther move, or did the execution leave something to be desired? And if you could see a spin-off film about any one of these characters, which would be highest on your list?

Alan Sepinwall may be reached at sepinwall@hitfix.com