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The key to adapting a comic book franchise into a modern blockbuster, you might think, is to stick closely to the source material. Certainly if you want to avoid a very loud and very angry fan backlash. Go back to the comics and give the fans what they want. In the case of Teenage Mutant Ninja Turtles, that's not really the case.

There are a good few of us who really love those original Mirage comic books, but a larger group of Turtles fans want an adaptation of the vastly different cartoon series from the 1980s. They want characters like Krang and Bebop and Rocksteady. As illogical as it might sound, you have to make a faithful adaptation of an unfaithful adaptation. And that's exactly what director David Green and his Turtles team have done for this new movie sequel.

Following the events of Teenage Mutant Ninja Turtles (2014), the Teenage Mutant Ninja Turtles continue to live in the shadows, bound to their underground lair by day, moving in the shadows at night, hiding from the very people of the city they risked their lives to save. Following the Turtles' failure to thwart a daring jailbreak, Shredder is on the loose again, this time with new allies. The Turtles must once again stop the villainous Shredder to protect the city, and the world, that don't know they exist from a new intergalactic threat.

Teenage Mutant Ninja Turtles: Out Of The Shadows is a massive upgrade from the first film. There are so many improvements. The Turtles' appearances; sized down a bit and given a few cartoonish adjustments, they look so much better (Splinter, voiced by Tony Shalhoub, is also given just minor alterations but looks greatly improved). The film has more action sequences, and they're bigger and better. It has a better script. It has a better story. The score is better.

The Turtles get more screen time (a concern of expense in the first film; perhaps the budget has been upgraded too), which is a massive boost. Building on one of the successes of the first film, the character work here is great. These are good versions of the Turtles. Michelangelo, played by the brilliant Noel Fisher, is dead funny. Jeremy Howard got Donatello bang on in the first film and here, given more to do, he impresses again. Raphael is not only helped by some adjustments to his face, but he's given some comedy in this sequel and it warms you up to Alan Ritchson's gruff would-be action hero a treat.

The stand out Turtle performance, though, is Pete Ploszek's Leonardo. Pete just is Leo. This film does right by the Turtles. We get to spend time in the lair with them just being the Turtles. This is a lesson learned in the first film; when your characters are good, let us watch them. The Turtles each get character moments and proper, set up and paid off story arcs.

Stephen Amell's Casey Jones does a bit too much telling instead of showing (he tells us he's crazy but there aren't too many moments on screen to back up his claim, for example), but Amell's performance is likable, energetic and kind of wired; it works. Will Arnett wrings laughs out of every moment of screen time he's given as cowardly cameraman Vernon Fenwick and David Green's film wisely puts him to work. I know you're not supposed to praise Megan Fox on the internet but I like her April O'Neil. Fox is surrounded by large characters with big personalities yet her April never looks like she can't hold her own.

Teenage Mutant Ninja Turtles: Out Of The Shadows is a good looking movie. Every set is stylish and filled with detail. It's colorful and full of cool vehicles and character designs. The bright colors and pristine look compliment to the cartoonish feel of the film and characters.

A couple of the action sequences don't meet the standard set by the others. The film opens on a fairly disorienting one and a Casey Jones fight sequence doesn't seem to have been put together quite right. For the most part, though, the action set pieces are terrific. They're big, exciting and filled with character. The plane sequence in particular is very entertaining.

The obvious highlight, the stand out by a mile, better than everything else on screen, of Teenage Mutant Ninja Turtles: Out Of The Shadows is the bungling duo of Bebop and Rocksteady. They don't so much light up the screen as come crashing through it, high fiving each other and destroying the front few rows of seats in the cinema.

The pair steal every scene they're in thanks to an alignment of excellent writing, top notch CGI and pitch perfect casting. The chemistry between actors Gary Anthony Williams, who plays Bebop, and Stephen 'Sheamus' Farrelly, who plays Rocksteady, contributes massively to a wonderfully funny screen team.

The superhero genre has gone through dramatic changes since Bryan Singer directed "X-Men" in 2000, and now finds itself in a precarious place. The city-level destruction that characterizes so many third acts has become visually rote and morally abhorrent. And how many more movies can we handle about white men given great power who churn out jokes and punches with equal aplomb? The genre desperately needs to diversify not just in terms of race and gender but also the kinds of stories on which filmmakers choose to focus. "X-Men: Apocalypse" should be a corrective measure, considering its ensemble allows for the opportunity to focus on popular female and people-of-color characters. Instead, it magnifies all the worst issues of the genre, serving up a story that would have felt dated five years ago.

"X-Men: Apocalypse" is a confused, bloated mess of a film. There are several films crammed into one, all battling for the spotlight, and none of them wholly work; there is really no central story-line or heart to the film. The first hour is almost entirely in service of setting up new players and establishing what the veterans are up to. Charles Xavier/Professor X (James McAvoy) is successfully running his school for mutant kids. Raven Darkholme/Mystique (Jennifer Lawrence) is rescuing mutants, including the walking punchline Nightcrawler (Kodi Smit-McPhee) on her own, and struggling with being seen as a hero. Then there are the teen-aged Scott Summers/Cyclops (Tye Sheridan) and Jean Grey (Sophie Turner) who are struggling to cope with their powers and fledgling attraction to each other. Sheridan and Turner seem to actually be enjoying themselves but their development staggers under the weight of everything else going on around them; Jean grappling with the dark side of her abilities is especially fertile ground. One of the few evocative scenes involves her having a nightmare which rocks the school and burns the walls of her room before Xavier comforts her. Even though she gets a big hero moment at the end, it doesn't land well, given how poorly she's developed. Singer doesn't offer the scant interesting moments enough room to breathe. He's too interested in hurtling to the next plot point, the next introduction, the next fight scene.

The greatest sin of "X-Men: Apocalypse" by far is how terribly it wastes some of the greatest modern actors.

Michael Fassbender can't give Magneto's story-line the emotional depth it needs. But could any actor distract from how that story-line embodies the most onerous clichéd in regards to the treatment of women in comics? How many more wives and daughters will be killed in these kinds of films in order to give a male lead some angst?

As the movie's world-destroying, god-like mutant, Oscar Isaac struggles to make Apocalypse even the least bit menacing. How can an actor as charismatic and dynamic as Isaac feel so torpid here? The failure to make Apocalypse engaging is mostly the fault of Simon Kinberg's script. These operatic, world-destroying villains don't seem to work on- screen as they do in comics. Their motivations are— at best—confusing and nonsensical. They seem so disconnected from the world the heroes move through that they almost exist in entirely different films. Perhaps, "X-Men: Apocalypse" also exhibits the worst traits of these sort of stories in the comics, which can be damnably inert, nihilistic, and overcrowded on their own, before even being adapted for the screen. Despite Apocalypse's backstory and grandstanding, he spends more time imbuing his Four Horseman with power than wielding his own.

The rest of Apocalypse's team are the smug yet forgettable Angel (Ben Hardy), Psylocke (Olivia Munn) and a young Storm (Alexandra Shipp). None of these characters are all that interesting but Psylocke and Storm embody the ways this entire series has failed its female characters; Psylocke is such a one-dimensional villain she seems two steps away from twirling a mustache. Singer and Kinberg are seemingly incapable of developing more than one female character at a time.

There's also something deeply troubling about a series that trades in the language and ideas of the Civil Rights Movement without caring one iota about its characters of color. Storm is once again given very little to do. She has none of the emotional inferiority, swagger or complexity of her comic counterpart. Jubilee (Lana Condor) is such a non-factor she could be taken out entirely and nothing would change. Raven and Jean are slightly better served, but Jean's development is too inconsistent to leave much of an impact. Raven comes off far worse due to Lawrence's obvious disinterest in the role, coasting from scene to scene with none of her trademark charisma. When Raven reverts to her natural blue form (which is probably one of the worst translations of a character from page to screen in modern comic book films) her performance somehow becomes even more non-engaging.

While much has been made about how superhero films rely on the destruction of cities in order to make the stakes higher for heroes, "X-Men: Apocalypse" takes this idea to the next level with startling violence. It isn't just one city that hangs in the balance, it's the entire world. The destruction in the third act is so wide-ranging, so cataclysmic, that it zaps the film of any tension. There is no sense of danger here, only the distinct feeling that nearly everyone involved is counting down the minutes until this whole affair is over.

There is one scene involving the surprisingly fun Quicksilver (Evan Peters) that gives "X-Men: Apocalypse" one of its only visually interesting moments. He uses his super-speed to traverse through Xavier's school saving people from an explosion, as set to "Sweet Dreams (Are Made of This)" by The Eurythmics—a confounding music choice, to say the least. Singer finds some physical humor and levity in Quicksilver's ingenious ways of saving everyone.

The bad news is, there are about ten movies going on in "Captain America: Civil War," which is at least seven too many. The good news is, most of them are fun, and there are enough rousing moments to elevate the movie to Marvel's top tier.

Although Thor, the Hulk and other recurring characters have gone missing this time (with somewhat vague explanations for their absence), nobody's going to mistake "Civil War" for a chamber piece. Trailers sold this installment as a tale of intra Avengers warfare, set off by the government's demand that Captain America (Chris Evans) allow the arrest of his old friend The Winter Soldier, aka Bucky Barnes (Sebastian Stan), an assassin whose moral compass has been scrambled by brainwashing, so that he can be punished for his presumed role.

There are more than a dozen major characters and another dozen minor ones, including Black Panther (Chadwick Boseman) and Spider-Man (Tom Holland), all running, flying, stomping and blasting through a long, lumpy story inspired by the 2006 Civil War graphic novel arc. Thematically, it's potluck. Like "Avengers: The Age of Ultron," "Captain America: The Winter Soldier" and "Iron Man 3," "Civil War" is simultaneously about the ramifications of US intervention in a post-9/11 world; the responsibility of private military contractors (which is basically what the Avengers are here) to defer to their government and the United Nations; the question of whether civilian casualties negate the righteousness of a noble mission; the allure and price of vengeance; and individuals' ongoing, never-finished struggles to understand how their pasts drive their present-tense actions. (Several characters confess that they act from compulsion and then find ways to rationalize it.)

There's a fair bit of "The Dark Knight" logic, or "logic," to the storytelling. Characters do things to other characters because they know it'll set off a chain reaction that'll eventually lead to a very specific moment at the end; luckily for them, each step goes according to plan, because if it didn't there would be no movie. And, as in the inferior yet thematically similar "Batman v Superman: Dawn of Justice," the hero-versus-hero slug-fest only seems to spring from real and deep philosophical differences. It turns out that the real problem is that these characters don't talk to each other when they should.

All that said, this is a satisfying film that takes its characters but not itself seriously, and mixes sequences of wonder, visual wit and pathos in with the world-building and dramatic housekeeping. Reuniting the Cap creative team of directors Joe and Anthony Russo and screenwriters Christopher Markus and Stephen McFeely, "Civil War" gets better as it goes along, both as an action movie and a sprawling ensemble. I've seen reviews complaining that no character gets enough screen time, but to me the distribution felt just about right. We know a lot about the established characters by now. There's not much this film needs to say about Peter Parker except that he's a lovable wise-ass spider-teen who lives with his Aunt May (51-year old Marisa Tomei, looking more like Aunt February) and has only been slinging web for six months. Nor does this story require much more of Ant-Man (Paul Rudd) but that he act starstruck by Tony and Cap and the gang and try too hard. Black Panther, aka T'Challa— subject of an upcoming Ryan Coogler solo movie—is defined by his righteous anger over an injustice perpetrated against his family and his nation, and that's exactly where the character needs to be for this film.

The action is solid, sometimes inspired. The best set piece in "Winter Soldier," Cap taking out a bunch of would-be assassins in an elevator, had a frenzied smallness that was much more exciting than watching heli carriers crash and monuments crumble; it seems to have inspired the better action scenes here—not just a stairwell punch- fest that finds Bucky swinging from a torn-up stretch of railing like Tarzan on a vine, but in a bigger, louder, wilder clash between Avengers (including emergency ringers Spider-Man, Ant-Man and Black Panther) on an airport runway. Although the clichéd hand-held, whipsaw-crazy action still lacks beauty and personality (a problem throughout Marvel's filmography, which has an assembly line quality) it's clean and exact, it makes clever use of the various heroes' powers, it's more comedic than vicious (Buster Keaton and Steven Spielberg are clear influences), and it leaves no doubt about the characters' angles and methods of attack, where they are in relation to one another, and what's at stake.

The script never convincingly squares this film's vision of Cap as a guy who's willing to go it alone against government forces (led by William Hurt's Thaddeus "Thunderbolt" Ross) who want to regulate super-heroic interventions with the Captain America of "The Winter Soldier," who decided he'd rather go against his own government than allow one of its highest ranking military officials to order extrajudicial assassinations. "We may not be perfect, but the safest hands are still our own," Cap tells Tony, a sentiment that could easily have been placed in the mouth of Robert Redford's "Winter Soldier" character Alexander Pierce. It's as if Cap is a hypocrite who thinks vigilantism is OK as long as he's the vigilante—which would be a solid point if anyone in this movie raised it.