When I first heard about Black Sails — a swashbuckling drama that’s essentially a pirate version of Vikings — I was put off by the fact that it’s produced by Michael Bay. Nothing personal against the dude, but Explosions: The TV Show isn’t something I wanted to watch. Determined to keep an open mind for the sake of potential pirate awesomeness, I dove in, only to find that its first season was more or less what you’d expect: too heavy on explosions, too light on characterization. I stuck around for Season 2 anyway, which proved to be an excellent decision, because like The Leftovers, Black Sails had a dramatic leap in quality between its first and second seasons.

The Season 2 finale — which saw former enemies Captain Vane (who places balls before brain) and Captain Flint (the calculating one) reversing roles and teaming up to kick ass, take names, and wreak vengeance — was one of the most thrilling and dramatically satisfying hours on any show this past year. There’s still time for you to catch up before the third season premieres in January, so here’s a primer on what the hell Black Sails is, why you should care, and why Season 3 is going to be winter’s most entertaining show.

Hold your doubloons — exactly how much does Michael Bay have to do with it?

Black Sails is created and written by two guys who previously did Jericho. Michael Bay does not play a role in writing or directing. There are no transformers. There are explosions, but not an unreasonable amount for a pirate show. It actually features pirate politics far more prominently than naval battles. That might sound boring, but it’s far from it. Black Sails is set in the Golden Age of Piracy when Nassau was a pirate republic; an outlaw haven with a mentality not unlike the Wild West.

This micro-society allows women and minorities to have more power than they would on other shows that aim for “historical accuracy.” Plus, its opening sequence is as gorgeous as its visuals. It’s the best on TV besides Game of Thrones; marrying music and imagery in a way that perfectly sets the tone and makes you want to jump aboard a ship of your own. I get fucking seasick and yet this intro gets me jazzed about the high seas.

Okay, the intro is pretty cool. But it’s a Treasure Island prequel? Do I need to have read that?

You won’t be confused at all if you’re not familiar with Treasure Island. However, it might pique your curiosity, and if you have read it, seeing Captain Flint’s origin story will be a thrill, as will seeing how characters like Billy Bones and John Silver transform from the benign, cheerful guys they are in Black Sails into the hardened pirates we know years down the line. Even if you haven’t read Treasure Island, you know Long John Silver as the OG fictional pirate: the dude with the parrot and peg leg. At the beginning of the show, he’s got neither, so in between the swashbuckling action, Black Sails is a series of character studies on how these guys evolve.

But most interestingly of all, these fictional characters cross swords and knock boots with real historical pirates, almost like an epic pirate Ragtime. Other Black Sails characters like Captain Vane, Jack Rackham, and Anne Bonny — the most famous and lethal female pirate — actually existed. Spoiler Alert if you don’t know history — Captain Vane will probably hang in the end, but rather than ruining things, knowing that only makes you curious about the plot possibilities for how we’ll arrive there. Anne Bonny, on the other hand, disappears from historical record in her later years, which leaves her endgame wide open.

Okay, you convinced me to watch a few episodes, but Captain Flint is too mysterious and I don’t care about Eleanor and Vane’s drama. Why should I continue watching — and why does Vane sound like Christian Bale’s Batman?

Flint’s enigmatic nature is frustrating in the first season, but it lays the groundwork for a hell of a payoff in the second. Ditto for Eleanor and Vane’s love/hate dynamic. Spoiler alert if you haven’t finished Season 2, it’s looking like love/hate will be hate/hate from now on thanks to the minor matter of Eleanor royally screwing Vane and Vane murdering her father in retaliation. There’s no going back, and thank the seven seas for that. The combination of their history, Vane’s penchant for lashing out against anyone who would infringe upon the pirate lifestyle, and Eleanor’s cold ambition will make for an enmity that’s sure to be emotionally rich — and make their relationship a lot more interesting. As for why Vane sounds like Christian Bale’s Batman, why shouldn’t he?

But what’s up with all the girl-on-girl action just for the sake of it? Are you sure Michael Bay isn’t writing this?

The three female leads — Eleanor, who spends the first two seasons ruling Nassau; Max, the Roz of the show if Game of Thrones hadn’t killed her off; and Anne Bonny, the boss bitch who kicks ass and takes names — all conveniently happen to be bisexual. At first, it seems like an eye-rolling way to show off the fact that This Is A Cable Show, guys! It’s also annoying that it’s just the women, not the men, who are sexually fluid.

But while Black Sails is no saint in this area, it improves as the story progresses. In Season 2, for example, there is a threesome scene (Max, Anne, and Rackham) that seems gratuitous at first, but it ends up being integral to the plot and character dynamics. The gender imbalance of sexually fluid characters also improves. So while Black Sails does initially feature a decent amount of sex that seems like it was written by a 13-year-old boy, the writers realize this and correct their course.

Okay, I’m on board. So aside from every character being more interesting — John Silver having his peg leg now; Flint going off the deep end; Vane and Eleanor being enemies; Anne Bonny continuing to snarl beneath her hat — what else will make Season 3 brighten up my winter?

One word: Blackbeard. Season 3 is including Blackbeard, and they could not have cast the role more perfectly if they tried. Ray Stevenson — an actor Game of Thrones is probably furious Black Sails snatched up before they could — was born to play this role. He’s previously spiced up everything from Rome to the otherwise dull Clive Owen King Arthur movie and an otherwise unremarkable Dexter season. The first two episodes of Season 3 have been made available for critics, and without spoiling anything, the hype is real. The opening scene alone will have you smiling as gleefully as Jack Rackham looking at a roomful of gold, because goddamnit, this show.

Most shows inevitably lose momentum or suffer from sophomore slumps, but Black Sails just keeps getting better with age, with top-notch writing and performances, particularly from Toby Stephens. Season 3 premieres on January 23rd at 9 p.m. on Starz.