There are arguably few superhero films as meticulously layered and forthright as Captain America: The Winter Soldier. Of all the spandex-clad mascots making their way from comic book pages to the silver screen in the past few years, Marvel Studios’ star-spangled man may seem hopelessly archaic, even ironic as a living symbol of an America of a more innocent age. It’s this culture clash that directors Joe and Anthony Russo tackle with splendid effort. A fantastically entertaining follow-up to director Joe Johnston’s own WWII take on the first avenger, the Cap runs, jumps, and wields his mighty shield like it’s 1945, while putting a fresh coat of paint on timeless dilemmas. World weary as it is steadfastly idealistic, Winter Soldier unfolds as a political thriller that fully realizes its artistic ambitions and maintains its action flick strengths.

Post-Avengers, the modern world remains a peculiar one to Chris Evans’ Steve Rogers (a.k.a Captain America) following his decades long sleep in a block of Arctic ice. His to-do list of cultural idioms includes Apple computers, the Berlin Wall, Thai Food, and “Star Wars/ “Star Trek,” with the former crossed out as a sign of his progress. Mystery turns to menace when he discovers a terrible secret behind a hostage rescue operation in the Indian Ocean and an agenda that director Nick Fury (Samuel L. Jackson) expects him to follow. He’s either with S.H.I.E.L.D. or against it, and the agency soon decides they’re against him. On the run, Cap’s flanked by the inscrutable ex-KGB agent Natasha Romanoff/Black Widow (Scarlett Johansson) and newcomer Anthony Mackie’s Sam Wilson (AKA The Falcon). The trio’s fugitive alliance goes off the grid to sniff out the conspiracy while battling a new threat from old history: the seemingly unstoppable Soviet agent of the Winter Soldier.

A 95 year-old, thirty something with ’40s values in War-On-Terror America, Rogers is less the USA’s stiff-necked poster boy and more its steadfast foil, and it’s something directors Anthony and Joe Russo (Welcome To Collinwood) clearly relish sinking their teeth into on a blockbuster scale. Within it, history has seen the United States gradually diminished from the world’s savior to its policeman over the course of decades. For Rogers, the moral decline is as instantaneous as it is alarming and writers Stephen McFeely and Christopher Markus are hardly subtle about it. Indirect tributes to Edward Snowden and the shadow of the debate over Internet privacy are amidst carefully placed George Bush biographies and S.H.I.E.L.D.’s Orwellian spyware. Such things makes it feel like Marvel’s maturest film yet and an admirable risk to take. It’s certainly the studio’s most plot-driven, and Robert Redford’s casting as S.H.I.E.L.D. secretary Alexander Pierce winks at ’70s era political thrillers as a clear inspiration with The Manchurian Candidate (1962) not far behind.

The film inherently carries a weight to it that remains apparent even through the light-hearted banter and ribbing the Cap’s own place in a world where he’s the last man in his “barbershop quartet.” His past catches up to him in more ways than one: from a heartbreaking scene with a very special old flame and another with Sam Wilson’s veteran support group. Nevertheless, he’s not one to keep his tongue when confronted with a moral challenge. “You’re holding a gun to everyone on Earth and calling it protection,” he says to Fury. “I thought the punishment usually came after the crime. This isn’t freedom, this is fear,” Rogers claims when he tours a frightening array of weaponry, including satellites that can, as he is informed, “read a terrorist’s DNA before he steps out of his spider hole.” The “tipping point between order and chaos,” is a theme frequently reiterated throughout the picture and it’s a poignant one it uses well. It’s not a spoiler to say that the good Cap’s righteous fervor doesn’t particularly favor chaos, even if it comes with a furrowed brow of uncertainty.

The script is done with an equal amount of suspense and bravado, owing itself to The Bourne Trilogy and keeping a breakneck pace that toes the line perfectly between too slow and too fast. It’s more unfortunate that the reveals are inconsistent in nature, ranging from eye-rollers to impossibly complex twists akin to any. Though the former are annoying, the latter are worth the wait, even if their references to the first Captain America film grow tiresome for previous viewers and may blow over newcomers’ heads. As another adventure in the greater Marvel-verse, The Winter Soldier further takes the appreciated time to logically explain away the age-old plot-holes accompanying most films of why Ironman or Thor consistently fail to arrive and answer all of Cap’s problems on one super-powered note.

As for Evans, he fits his titular role like a glove, bolstering its appeal with an understated charm that never lets you forget that the heart of a once average joe beats beneath that chiseled chest of his. It’s all the more inviting that he treats his super-strength with humility, like a cheetah who takes it for granted that it can run. A moral anchor of the Marvel franchise, he’s more concerned with the responsibility that comes with those powers, and the film seems to share it even while he’s being a bad-ass with a shield.

Marvel pays full heed to the value of teamwork, and the Cap makes up two equally inventive buddy duos both with Johansson’s slinky Black Widow and Anthony Mackie’s likable Sam Wilson. While the Cap’s conscience may be clear, Widow’s is opaque, though not so much that it goes without playfully elbowing Cap to find a date. Her flirtatious nature often seems too glamorized, with well-placed ass shots in action sequences amidst throwing in cheesy one-liners. It’s to Scar-Jo’s credit that Romanoff keeps equal pace with Cap himself physically and with regard to the overall plot, delivering her own killer surprise that even a drab wig can’t dampen, maybe making Winter Soldier the Black Widow spin-off fans have waited for. Mackie meanwhile steals some great lines in between landing a few nice action moments in his flying super-suit. Though at times he seems too much like another silly comic-book shoe-in flapping around at supersonic speeds, it’s hard to complain too much when his flight sequences make for a grand spectacle.

The rest of the cast fills their roles nicely, with Robert Redford’s Secretary Pierce being well articulated even as a standard suit and the well-cast Emily Van Decamp showing promise, if not unjustly short, on screen-time. Sebastian Stan’s Winter Soldier, meanwhile, stands in as a typical but nonetheless harrying villain almost creepily well done in his initial appearance. His evil-looking, metallic cyborg arm is especially well honed by all of The Winter Soldier’s movie magic and literally hammers its use out like any James Cameron Terminator, throwing and blasting anything in his path. He’s eventually reduced to a simple punching bag later on, yet his menacing presence is inescapable.

The Winter Soldier’s action and violence are the most grounded we’ve seen to date in a Marvel film. While The First Avenger was reduced to dull steampunk lasers and The Avengers relied on CG fanfare, the Captain operates on more the same playing field as Jack Ryan and James Bond. Rather than mowing down a generic horde of non-human grunts, Cap’s battles are bone-crushingly apparent, with blows beautifully choreographed amidst more live actors and his shield satisfyingly ricocheting around a room before knocking over baddies like a game of pool. Even Fury has a spectacularly car chase that demands your applause for managing an uncanny realism. That leaves Winter Soldier’s fights the real star of the show, leaving Cap weary, fatigued, and legitimately outmatched against this human jackhammer.

If nothing else, Winter Soldier is the latest and probably not the last Marvel movie to take its final act set-piece into American airspace and feature shiny CG ships whizzing around amid Michael Bay explosions. As formulaic as they’ve become to every Ironman and Spiderman movie, it has grown predictable even though they’ve grown more impressively technologically, with each building and individual soldier better rendered than ever. It’s invigorating to see, but immediately forgettable past your time in the theater and generally unaffected by 3D . That unfortunately leaves the finale with the Winter Soldier himself the greatest disappointment, wrapping up his character-arc quite predictably and inconclusively. The wait to see its enormous cliffhanger completed is painful to bear, but it’s the price we pay for an otherwise great attempt at serialization.

Few of these flaws are film-breaking, and The Winter Soldier’s final battle does go out on an intriguing note alluding to the longer war ahead of it. By its end, it successfully crafts Marvel’s truest patriot into a more interesting character than he might inherently be, and quite possibly starring in the best of Marvel’s Phase 2 flicks, its greatest in thematic scope. While Winter Soldier may climax all too expectedly, its bold thriller tone and solid leads carry its first half to be head and shoulders over what superhero films can ordinarily be. That in itself deserves a firm salute.