Jude Law’s character in Captain Marvel is an intergalactic soldier who only speaks in self-help slogans. His protégé, a warrior named Vers (Brie Larson), has incredible energy powers she hasn’t fully mastered. So Law constantly counsels her with aphorisms like “There’s nothing more dangerous to a warrior than emotion,” and “What was given can be taken away,” and “Be the best version of yourself.”

Vers eventually does become the best version of herself. Captain Marvel never quite gets there. It has a lot of good actors, a couple clever twists, but never once approaches the ranks of top tier Marvel movies. The action too messy, and the lead character — an amnesiac for much of the film — is repeatedly overshadowed by her charismatic co-stars.

Although Vers has only the faintest memory of it, her real name is Carol Danvers. Years ago, she was fighter pilot in the Air Force. Somehow, prior to the events of Captain Marvel, Carol wound up on the alien planet of Hala working with Jude Law and his imaginatively named Starforce. They’re the tip of the spear in a galactic war between Hala’s Kree and a race of shapeshifters known as the Skrulls. When a Starforce mission goes awry, Vers winds up back on Earth, where her arrival is investigated by a young S.H.I.E.L.D. agent named Nick Fury.

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He’s played, as in The Avengers and Iron Man franchises, by Samuel L. Jackson — only this time he’s been de-aged about 25 years with the help of special effects. (Captain Marvel is set in 1995, a wondrous time of Blockbuster Video stores and on-the-nose needle drops.) Marvel Studios has used this digital makeup technology before, but never to this extent and never this seamlessly — after a couple minutes, you simply forget Jackson is actually a bald, 70-year-old man and just accept that they somehow got the guy who was in The Negotiator to travel through time to the present day and play this part. Jackson steals scene after scene as Carol’s pursuer turned partner. Then Ben Mendelsohn shows up as a particularly crafty Skrull named Talos, and he starts stealing scenes from Jackson. Then an adorable cat named Goose gets mixed up in the adventure, and he starts stealing scenes from both of them.

It’s a good thing there are so many beguiling characters hovering around Captain Marvel’s periphery, because the title character is, somewhat by design, a bit of a blank. When Larson gets to cut loose as an action hero, she checks all the requisite boxes, and she’s good with a wry one-liner. A lot of the story though (which is credited to five different writers, including directors Anna Boden and Ryan Fleck) is about her straining to remember who she is, or why she should care about what’s going on. Even after she realizes her true identity, she has no real family, no love interest, and only one real connection to Earth: Friend and fellow pilot Maria Rambeau (Lashana Lynch). When Carol and Maria are finally reunited, their conversations are stilted and awkward. And when your best friend’s been missing for six years, I guess they would be! But so much of the movie feels like it’s constructed to serve a larger mystery at the expense of making Carol and her journey truly compelling.

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It’s not at all what you would expect from Boden and Fleck, who are best known for character-driven indies like Half Nelson and Sugar that probe deep into the psyches of their heroes. In Captain Marvel, despite a scene where aliens literally probe into the psyche of their hero, they never quite licked the problem of a lead character who doesn’t know who she is until the film’s final act. And whether they had any input on the movie’s fight scenes or ceded them entirely to second-unit directors, those sequences are uniformly dark, murky, and disappointing. One takes place on a dusty planet at night. Another is set in a dimly lit spaceship. A third is in outer space. Captain Marvel makes Solo: A Star Wars Story look bright and cheerful in comparison.

If you’re invested in the mythology of the Marvel Cinematic Universe, Captain Marvel contains a lot of lovely grace notes that pay off previously established characters and MacGuffins. Mendelsohn and Jackson are both so funny, they’re basically worth seeing all on their own. Still, a lot is made about how Carol Danvers is this maverick hero. She and Fury bond over their mutual inability to follow orders when they know, in their heart of hearts, that their orders are wrong. It’s basically Captain Marvel’s defining characteristic.

Yet Captain Marvel itself has none of that rebellious spirit. It takes very few risks in the way that something like Thor: Ragnarok did, beyond the fact that it is the studio’s first blockbuster with a female hero in the lead. Personally, I like my movies about rule breakers to actually break some rules.

Additional Thoughts:

-Someone smarter than me will have to explain why everyone in the movie is after a MacGuffin that seems like a less valuable piece of a technology than the similar one most of the characters already appear to possess.

-If Samuel L. Jackson’s de-aging CGI makeup is a 10/10, Clark Gregg’s de-aging CGI makeup as the young Agent Coulson is like a 7/10. I don’t know if Boden and Fleck spent most of the de-wrinkling and hairifying budget on Jackson, or if two different special effects companies worked on the two actors with different quality results. But one is seamless and the other is ... seamed.

-Best fan service in Captain Marvel: How Nick Fury lost his eye.

-Worst fan service in Captain Marvel: A totally pointless appearance by Lee Pace’s Ronan the Accuser from Guardians of the Galaxy. I accuse youCaptain Marvel, of throwing this character in for absolutely no reason whatsoever!

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