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The surveillance state is alive and well in Captain America: The Winter Soldier*, the third entry in Marvel/Disney’s Phase 2 (after last year’s underwhelming Iron Man 3 and Thor: The Dark World combo). Taking more than a few panels from its comic-book counterpart, Captain America: The Winter Soldier unfolds in an all-too-familiar parallel universe where S.H.I.E.L.D. (Strategic Homeland Intervention, Enforcement, and Logistics Division) has become not a protector of life and liberty, but a global existential threat in its own right, promising safety and security at the cost of personal and collective freedom (vaguely defined to avoid alienating anyone on either side of the political divide). Captain America: The Winter Soldier represents a welcome departure from increasingly stale, formulaic, superhero-centric filmmaking (see also, “superhero fatigue”). Surprisingly heavy on political intrigue and action and light on physics- and gravity-defying superheroics (until the obligatory third act pyrotechnics moots that observation), Captain America: The Winter Soldier isn’t arguably the best Phase 2/MCU entry, but most probably the best superhero-themed film since Iron Man enthralled and entertained moviegoers six years ago.

Captain America: The Winter Soldier opens on a deceptively light note as Steve Rogers / Captain America (Chris Evans) effortlessly out-laps war veteran Sam Wilson (Anthony Mackie) on a morning run around the Washington Mall in Washington, D.C. Before they can make plans for coffee at a neighborhood cafe or join a friendly pickup game of basketball, Natasha Romanoff / Black Widow (Scarlett Johansson) appears, putting their bromance on hold. S.H.I.E.L.D. needs Rogers on a super-secret mission to rescue hostages from a hijacked S.H.I.E.L.D.-controlled freighter. Christopher Markus and Stephen McFeely’s screenplay offers the first glimpse of Rogers’ doubts regarding S.H.I.E.L.D.’s ever-growing mission to police the world against any and all existential threats. Those doubts, however, don’t stop Rogers from doing what he does best: dispatching S.H.I.E.L.D.’s foes with brutal efficiency. It’s also the first taste moviegoers receive of co-directors Anthony and Joe Russo’s stunts-first, CG-second approach to action filmmaking (up until the third act, alas).

Nick Fury (Samuel L. Jackson) initially sidesteps Rogers’ reasonable concerns about S.H.I.E.L.D.’s newfound emphasis on preemptive, militaristic measures. In response, Fury reveals S.H.I.E.L.D.’s s attempt to minimize human and super-human threats, Project Insight. To paraphrase Russian dramatist Anton Chekhov, “Never introduce a helicarrier (or three) in the first act unless you expect to put that helicarrier (or three) into action in the third act.” Those helicarriers, recently retrofitted with sci-fi-inspired super-weaponry, including Stark Industries tech, explicitly connects Captain America: The Winter Soldier to another problematic, controversial issue in U.S. foreign policy: drone warfare. Fury has serious concerns of his own about the program, prompting him to share them with his longtime friend and S.H.I.E.L.D. boss, Alexander Pierce (Robert Redford).

Ultimately, Rogers’ moral and ethical objections make him a target for elimination by conspirators inside S.H.I.E.L.D. A double-assassination attempt eventually removes all doubts Rogers had about S.H.I.E.L.D. Captain America: The Winter Soldier segues into Hitchcockian “wrong man” territory (or alternatively a Mission: Impossible scenario) where Rogers, Black Widow, and Sam Wilson (a.k.a. the Falcon), must prove their innocence and expose the actual villains, all while avoiding capture or death. The periodic appearance of the “Winter Soldier (Sebastian Stan),” a mercilessly efficient killing machine (an accurate description given his cybernetic arm and related enhancements) complicates matters for Rogers.

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Casting Redford as Pierce was nothing if not intentional. The Russos specifically chose Redford for his association with ‘70s paranoid conspiracy thrillers like All the President’s Men (based on the Watergate scandal) and Three Days of the Condor. Redford played a dogged, enterprising journalist, Bob Woodward, in the former; he played a minor CIA agent who almost loses his life when he becomes embroiled in a government conspiracy in the latter. Three Days of the Condor offered the more cynical and defeatist ending of the two films, suggesting that the central character’s actions ultimately meant nothing and a corrupt, undemocratic government would remain unchanged. Captain America: The Winter Soldier doesn’t go that far, but it does subvert almost everything moviegoers knew or thought they knew about S.H.I.E.L.D.’s place within the Marvel Cinematic Universe (MCU). Comic-book readers know the term “ret-conning,” overturning what readers knew or thought they knew about their favorite characters and their place within the comic-book universe, well. It’s just as apt here.

That’s not to suggest Captain America: The Winter Soldier isn’t – first and foremost – an action film. It is; a near-perfect one too, filled with practically every genre trope (e.g., hand-to-hand combat, shootouts, car chases, etc.). While the central characters occasionally slip into discussions about security vs. freedom (and the balance thereof), they’re never more than surface deep, providing context – and occasionally subtext – for the set pieces (roughly one every 10-15 minutes, per unwritten blockbuster/tentpole rules). The set pieces are arguably the most violent found in the MCU. To the Russo Brothers’ credit, most set pieces are light on CG and heavy on practical stunts, making each kick, punch, gunshot, or shield (to the mid-section or throat), feel all the more visceral and thus all the more emotionally and dramatically impactful, something that often couldn’t be said for earlier MCU entries. Swapping out Captain America: The First Avenger’s Nazi/Hydra cartoonish villains with S.H.I.E.L.D. agents – some, if not most, operating under good faith – also contributes to that impact.

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Marvel/Disney’s next release, Guardians of the Galaxy (set in outer space, not on Earth), isn’t likely to explore, let alone acknowledge, the sweeping changes Captain America: The Winter Soldier makes to Marvel’s shared superhero universe, but Avengers: Age of Ultron certainly will. The MCU’s small-screen (emphasis on “small”) counterpart, Marvel’s Agents of S.H.I.E.L.D. presumably will address those changes soon, hopefully revitalizing an otherwise moribund TV series. As Captain America: The Winter Soldier, it goes where no MCU property has gone before (in all fairness, though, last summer’s Star Trek Into Darkness got there first), delivering a consistently entertaining mix of espionage thriller, action film, and narrative-shifting entry in the MCU.

* Per the norm for the MCU, make sure you stick around for the Joss Whedon-directed mid-credits scene and the post-credits scene. Only the mid-credits tease for Avengers: Age of Ultron, however, can be described as essential.

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The Author

Mel Valentin

Mel Valentin

Mel Valentin hails from the great state of New Jersey. After attending NYU undergrad (politics and economics major, religious studies minor) and grad school (law), he decided a transcontinental move to California, specifically San Francisco, was in order. Since Mel began writing nine years ago, he's written more than 1,600 film-related reviews and articles. He's a member of the San Francisco Film Critics Circle and the Online Film Critics Society.