Critics and filmmakers are going to study and pick apart The Avengers (officially Marvel’s The Avengers) for years as an example of how to make a successful franchise film, and a film with “too many” major characters. As it stands, it’s a wildly crowd-pleasing ride of a film; it’s funny, occasionally thoughtful (but only in spurts), and has too much action. But what is nearly incredible is how much it gets right when so very much could have gone wrong. (See Watchmen for what can go wrong with similar ingredients.)

With so many superheroes of such different stripes and attitudes, creating a believable world where they all can live, relate and fight was a challenge I thought beyond the reach of almost any filmmaker. That’s the grand success of the film. We have a sturdy and sincere Captain America relating to Tony Snark’s (OK, Tony Stark’s) Iron Man, and a Thor and Hulk, who shouldn’t even share this sentence, much less screen time—all believably inhabiting the same film world. None of this should work, yet it does. And miracle of miracles, each hero keeps his/her own personality and gets his/her own moment to shine.

The plot is ridiculous, and is dispatched with appropriate speed and relative inattention. What’s fun and important is the clash of titans before they unify to save the earth. Everything is predictable plot-wise, and even with the superhero collisions. But since we’ve rarely seen these oh-so-different heroes as anything but the dominating champions of their own films, it’s fun to see them insulted by competing as equals, sometimes on the level of a junior high playground exchange. Those insults and challenges, more than their struggles in saving the world, humanize them to us while sharpening and further demonstrating their individual characters.

Here again the film surprises. There’s room for all attitudes. Iron Man (Robert Downey, Jr.) is often surprisingly sharp in his putdowns, much as Greg Laurie’s Dr. House on House, MD can take you back a bit just when you thought you’d heard it all from him. Yet Chris Hemsworth’s Thor has breadth and authority, and even an anachronistic stentorian tone that is given ample and respected room in the film. Chris Evan’s Captain America is happily and enjoyably un-ironic, acting with old-fashioned ingenuity and bravery, and even once mentioning what is assumed to be the Judeo-Christian God without a hint of distance or sarcasm.

Having a good villain helps any film like this, and The Avengers has a great one. Loki (Tom Hiddleston) is an immediate classic film villain. He’s smart, has father and brother issues, and is evil without being Hannibal Lector creepy. He never stops, like No Country for Old Men’s Chigurh, but is more comprehensible, debonair, and has much better hair. He and the Hulk also share a moment that is as simple dumb fun as Indiana Jones pulling out his gun and shooting his opponent when we all expected a major fight.

The others fit into director Joss Whedon’s world, but bring less enjoyment. Jeremy Renner’s Hawkeye’s only real addition to the film (spoiler alert) goes from good to bad and then back to good; Renner may have an intensity the makes the screen squirm at times, but we prefer him as an edgy protagonist over an intense bad guy. We’re satisfied ultimately, but it takes a while to get there.

Scarlett Johansson’s Black Widow has plenty to do, but her role is either underwritten or underplayed or both. She kicks butt, and is calculatingly brilliant at times, but it’s all less fun than it should be; she needs more depth or more edge. Mark Ruffalo, who plays the Hulk, is like Bill Murray in that they both inhabit a screen space different from anyone else in movie in whatever film they’re in. Since the Hulk is the most “outside” character in the bunch, that works here.

One of the small problems is Samuel L. Jackson’s Nick Fury. Jackson has achieved an iconic status, and perhaps he or others think he can do no wrong, that intensity covers a multitude of thespian sins. Jackson’s intense, but his character somehow isn’t, despite the name. He doesn’t exactly phone in his performance; it’s more like he Skyped it in. His personal authority holds the character together, but it doesn’t add.

These small quibbles aside, The Avengers is a joyride. Few recent films have been so simply enjoyable. A second viewing—a must—may reveal more of the elements that make it all work so well and achieve that hard-won balance for all those dissimilar superheroes. Right now, I’m still just enjoying the memory.