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Warning: this article may contain minor spoilers.

“Avengers: Infinity War,” should not have worked as a film, at all. The idea of putting literally dozens of characters into a single movie should have led to an artistic disaster, a film that’s more confusing than it is entertaining, in which none of the characters get enough screen time and nobody leaves the theater satisfied.

A superhero team-up film that falls under the weight of what its story demands has a precedent. While the first “Avengers” film somehow succeeded in telling a story with six protagonists, its sequel, “Age of Ultron,” buckled under the weight of adding just a few more characters to the team. “Justice League,” similarly failed to balance its pre-existing characters and introduce new ones.

It’s pretty astonishing, then, that a film with upwards of forty main characters not only shows basic storytelling competence but is also wildly entertaining. “Infinity War” is not only packed to the brim with superheroes, but also contains memorable action scenes, funny dialogue, and some genuinely shocking moments. It’s a testament to both screenwriting duo Christopher Markus and Stephen McFeely and directors Joe and Anthony Russo that the first not only works but is a genuinely great blockbuster.

While the story is dense and complicated, and full of twists I won’t spoil here, the basic plot is straightforward enough. Thanos (Josh Brolin), an alien from the planet Titan, believes that to stop overpopulation, he needs to destroy exactly half of all life to save the universe from itself. To do so, he plans to use six “infinity stones,” powerful objects that control various aspects of the universe. If he gains all six, he can wipe out half of the universe with the snap of his fingers.

Naturally, this causes the many heroes of the Marvel Cinematic Universe, spread out across a staggering 18 films (including this one) over the course of ten years, to team up and stop Thanos. Wisely, the film breaks up the characters into various teams, creating several sub-plots as opposed to one unified plot with all the heroes working together (something that almost certainly could not have worked). As Thanos rushes to gain all the infinity stones, Thor (Chris Hemsworth) joins Rocket Raccoon (Bradley Cooper) and Groot (Vin Diesel) to forge a new weapon to defeat him. Iron Man (Robert Downey Jr.) joins Doctor Strange (Benedict Cumberbatch) and Spider Man (Tom Holland) on Titan, Thanos’ home planet. Scarlet Witch (Elizabeth Olsen) and Vision (Paul Bettany) join up with many of the other original Avengers after their romantic getaway is interrupted and the other Guardians of the Galaxy follow their own plot that I won’t describe here, as it would spoil many of the film’s twists.

Not only are Markus, McFeely and the Russo brothers good at balancing all the characters, many of them are more compelling here than in their solo movies. As part of their massive balancing act, the creative team focuses less on full character arcs and more on seeing how their characters respond to impossible choices. This makes many characters more complicated than in previous films, such as Star-Lord (Chris Pratt), who makes some truly impossible decisions. Thanos doesn’t simply only don a tough guy shtick (though often does) but is also given moments where he’s emotionally devastated and vulnerable. Other characters are simply more entertaining and charismatic this time around. Thor grapples with both the emotional loss he’s suffered in previous films and is given some hilarious banter with Rocket Raccoon; Doctor Strange is given more personality, and more strategic intelligence than his unfortunately straightforward characterization in his solo movie.

But if great characters aren’t satisfying enough, the film also has the benefit of the Russo brothers’ fantastic direction. The action scenes are thrilling, combining great fight choreography with tight editing to produce consistently tense fights. The pair also have the added bonus of a generous budget, which allows them to use computer-generated effects to create fights that are enormous in scale and intensity. There is also some excellent camera work scattered throughout the film (a one-shot moment in New York is a particular highlight, both a technical feat and a shot that adds to the intensity of the scene).

Still, the film is not without its flaws. While many characters are given their due here, inevitably, many also aren’t. Fans of “Black Panther” will be disappointed to learn that T’Challa (Chadwick Boseman) is given half a dozen lines, give or take a few. Nor is he the only victim of limited screen time. Furthermore, the film’s length is a glaring flaw. Clocking in at about two hours and forty minutes, the film is exhausting to get through. That’s not entirely a criticism: nearly every scene is high stakes and rapidly paced, which makes for a thoroughly engaging film. But while this pacing would work perfectly for a ninety-minute film, it’s a bit much to ask audiences to sit through nearly three hours of CGI spectacle, one-liners, and plot twists.

The film’s greatest flaw, however, is not entirely its own fault. “Infinity War,” is full of devastating, somber moments. Yet, many of them don’t land with all the emotional heft they were clearly intended to have. In previous Marvel films, characters have died and returned from the grave several times. So, when a character dies in this film (and, yes, not everybody makes it to the end), it never lands with the emotional heft it’s clearly meant to. It’s impossible not to think that they might return in a later film.

With all that said, “Infinity War,” is still a wildly entertaining movie. From the funny banter, to the impressive action, there’s a lot to admire about the film. To top it all off, the finale is genuinely impressive for a number of reasons. It signs off with a shocking twist and a cliffhanger (yes, there will be another one of these movies, due out in a year), that acts as a solid ending and an intriguing hook for the next movie. “Infinity War” had no right to be merely competent—that it’s extremely entertaining and shocking is an amazing feat.