[8.3/10] *Captain America: The Winter Soldier* has rightfully been termed a paranoid thriller. At the heart of the movie is a hidden conspiracy. There are timely discussions of liberty versus security in the information age, with privacy and order cast as conflicting aims. Ripples of the surveillance state abound, and the film is rife with twists big and small to upend expectations and show how deep the rabbit hole goes.

It’s also one hell of an action movie. Directors Anthony and Joe Russo give it the “buckets of bullets” approach from a 1980s actioner, replete with heavy machinery, billowing explosions, and a raft of hand-to-hand combat. There are what feel like two-dozen action sequences in the picture, but each maintains its own rhythm, tension, geography, and importance. Despite the staccato cuts, the viewer can still follow the quick-paced combat with clean blocking and clear direction for each set piece.

But despite the success on both of those counts, *Captain America 2*’s best mode is as a character piece. There are cinematic universe-shaking reveals here, like an evil secret organization having burrowed its way into the good guys’ club and that institution being literally and figuratively blown up. Likewise, there are more cool fight scenes than you can shake a shield at. And yet, the film’s greatest success is that it anchors these world-turning events and heady takes on keeping the globe safe in the reactions and responses of its major players.

First and foremost among them is the title character. Steve’s story here is one of questioning what to do and whom to fight for after seventy years on ice. After the events of 2012’s *The Avengers*, he’s working for S.H.I.E.L.D., with the knowledge that it was founded by some of his allies from back in the 1940s. But the conflicts are much trickier and less morally clear than in World War II when he felt righteous going after the bullies in the European theater.

He finds himself sent on missions where he thinks he’s fighting for justice and is, in fact, just doing Nick Fury’s bidding. He gets his briefings and acts accordingly, only to find out that his superiors have been “compartmentalizing” different objectives that he might not agree with. Steve Rogers left a world of soldiers and found himself immersed in a world of spies. His adjustment to that new environment, his quest to find out where his principles fit within it and whom he can trust, is the real thrust of *The Winter Soldier*.

But it extends to his partners in crime, so to speak, as well. Black Widow may have her best outing in the whole MCU here, as someone willing to do the thing Cap is squeamish about, until she finds out she may not have been doing them on behalf of the good guys. Falcon makes his debut here, and beyond his instant, humanizing rapport with Steve, he represents an example of a modern day version of what Cap is hoping to do, a soldier still trying to do right in the world. There’s even his neighbor (and secret SHIELD agent) Sharon, who invades Steve’s privacy as spooks are wont to do, but who ultimately stands up for what’s right when it isn’t easy.

One of the most impressive things about *The Winter Soldier*, and in hindsight, the thing that set the Russo Bros. up as the MCU’s go-to directors for big team-ups, is how well it services all of these characters. By necessity, not everyone in this two hour movie has a big role. But everybody has something to do, a moment to shine when it counts, that proves the directors’ bona fides in balancing large casts without giving anyone the short shrift.

The same goes for the two opposing poles of the film: Samuel L. Jackson’s Nick Fury and Robert Redford’s Alexander Pierce. It didn’t dawn on me when I first watched the film, but in retrospect, *The Winter Soldier* creates a noteworthy flip there. In the first half of the movie, Fury is the questionable spook running missions that are not entirely on the up-and-up, while Pierce seems to be the straight arrow keeping things in line.

By the halfway mark, it’s clear that Fury is, despite some past duplicitousness, on the side of the angels, and Pierce, despite his polished professionalism, is the secret head of HYDRA. The flip plays nicely on audience expectations from the slipperiness of Jackson’s version of Fury and Redford’s wholesome living legend status. It’s a meta version of the film’s “Who and what can you really trust?” game, played on the audience at the same time it’s being played on the characters. The way the film blends in-universe history and the extra-textual air of its performers is superb.

But true to the title, another focal point of the movie is Bucky Barnes, now known as the Winter Soldier. The reveal that he is not only alive as of 2014, but has been a brainwashed hitman for Hydra since he was lost in action as part of the Howling Commandos’ missions, makes things personal for Steve. It’s not just that these baddies from his past have returned. It’s not just that they’ve poisoned the organization started by his brother and sisters in arms. It’s that they’ve abused his best friend, made him a weapon and tool to impose their order on the world, something that goes against everything he and Bucky stand for. The Winter Soldier is a metonym for how Hydra’s view of order strips people of their humanity and freedom in order to bend to their will, a will that Steve will do whatever it takes to stop.

But Bucky is also a symbol of the fact that when faced with something human, something that reminds us of who we really are, those ideals within us can be revived. Bucky eventually recognizes enough of his best friend to stop his rampage and question his orders. In one of the film’s most down-to-earth moments, a lowly Shield tech refuses the villainous mook Rumlow’s commands despite a gun held to his head. Captain America himself stands up against Pierce, Hydra, and the organization they’ve consumed, with good men and women at his side. In a world repeatedly described as chaotic, the tonic is not mortal threats to the disruptors, but good people sticking to their beliefs and principles.

In that way, the movie threads the needle between working as a sequel to *The First Avenger*, with return engagements for Bucky, Peggy, Hydra, and other vestiges of the Forties-set period piece, as well as *The Avengers*, with a firm presence from Fury, Natasha, Shield, and the state of the world after the Battle of New York. Taking a movie to reorient Steve, and figure out how his upstanding desire to do right fits into a more tangled geopolitical era is a sharp choice from Marvel Studios and screenwriters Christopher Markus and Stephen McFeely. It’s the resolving of the man out of time necessary to fully bring Captain America into the twenty-first century.
Along the way, there are meaningfully echoed lines about being in the wrong business or sticking with someone you care about to the end. There’s setups and payoffs for everything from Black Widow’s taser disks to the friendship and mutual lessons learned between Fury and Pierce. The movie connects to MCU films past and present in meaningful but unobtrusive ways. Apart from the salient themes of freedom and principle versus enforced order and mercenary tactics, and a spate of blood-pumping action scenes, *Cap 2* is simply a well-constructed movie, with attention to detail and smart structure that leaves it feeling satisfying despite tackling a hell of a lot.

But all of that structure, all of those bullets, all of that contemplation of the surveillance state, wouldn’t mean a damn without the time *Captain America: The Winter Soldier* takes to examine the effects of all this on Steve, Natasha, Bucky, and more. Keeping the human element front and center while balancing the fantastical, the paranoid, and the pressures of a cinematic universe is far from easy, but it’s why Cap’s second outing set the tone for the MCU going forward, and remains one of Marvel’s high water marks.