Captain America: The Winter Soldier is Marvel’s twistiest movie yet, and the ripples it sends out will be felt for plenty of the studio’s sequels to come, including next year’s The Avengers: Age of Ultron. Vulture talked to screenwriters Christopher Markus and Stephen McFeely about how they came to some of those big reveals, so if you’re not prepared to deal with MASSIVE SPOILERS, get out now!

Ready? Let’s go: The Winter Soldier upends the Marvel Cinematic Universe as we know it by decimating S.H.I.E.L.D., Nick Fury’s superpowered peace-keeping organization. As revealed by a computer containing the intelligence of Arnim Zola (Toby Jones), the evil terrorist group HYDRA has spent the last few decades infiltrating S.H.I.E.L.D., and the double agents include Alexander Pierce (Robert Redford), Iron Man foe Senator Stern (Garry Shandling), and formerly loyal Agent Sitwell (Maximiliano Hernández). The third-act climax turns agent against agent and destroys S.H.I.E.L.D. headquarters, and the film ends with Samuel L. Jackson’s Nick Fury going underground as both Captain America and Black Widow become free agents.

How did Markus and McFeely get the permission to destroy S.H.I.E.L.D., formerly the single constant connecting every single Marvel movie? And what ramifications will that act have on other studio properties? Read on!

First things first: Do you feel proud of yourself for scripting scenes where Robert Redford and Garry Shandling have to say, “Hail HYDRA”?

McFeely: We weren’t sure if those were gonna stick, but yes — deeply, deeply, deeply proud. [Laughs.] It’s just nuts. It’s not the sole reason I write, to get famous people to say silly things, but it’s sure satisfying! There are certain lines that, when you hear them come out of people’s mouths, you get kind of giddy: “We’re really doing a comic book and making it real!” Especially with Redford, because Redford does not say any lines he doesn’t want to say, and wisely so. He’s been doing this for so long that he would come to the directors or come to us and say, “You don’t need these three lines, because once I’ve said these other lines, you’ll see the rest of them in my face.” And it’s absolutely true. Sometimes you write for a much worse actor than you get. [Laughs.] If a guy like Redford wants to say, “Hail HYDRA,” then it’s just like, hell yes.



At what point was the decision made to take S.H.I.E.L.D. down so spectacularly in this film, and who was responsible for making it?

McFeely: That’s a Kevin Feige decision. A writer can’t walk in and say, “This movie’s not happening unless I take down S.H.I.E.L.D.,” but Kevin can walk in and say, “We think this might be pretty cool.” That gave us a lot of ways to go and opened up the storytelling, that Steve could have such an effect on the world. He doesn’t change as much as characters do — he’s sort of our Gary Cooper. The world does not change him too much — maybe we’ll try that in other movies — but in this case, it’s a success because he changes the way the other characters look at the world. And S.H.I.E.L.D. going down is part of that.

Markus: That particular decision came from Kevin, but there are a lot of mythology decisions in there that we pitched. The S.S.R. being under Camp Lehigh, Zola being in a computer down there — that’s all stuff that we pitched hard and eventually they said, “Let’s run with that.”

McFeely: They’re very open to ideas, and sometimes the weirder or more challenging they are, the more excited they get. They don’t want to stand still and they don’t want to be slavish to the comics. They want to create something that’s indebted to the comics, but not a one-to-one, panel-for-panel remake.



You reveal that two recurring MCU characters, Agent Sitwell and Senator Stern, are HYDRA-aligned. Agent Sitwell was particularly surprising for me because Marvel has been using him as a protagonist in their shorts.

McFeely: That was our pitch, and that was a lot of fun. With Sitwell, we needed to reveal someone who was boots-on-the-ground, who you’d seen before, to shake you up. Short of bringing Agent Coulson back to life and turning him bad — and we didn’t know he could be brought back to life — we had to use some returning characters to make this conspiracy story ring true. It can’t be all new people where you’re suddenly saying, “And Bob from Accounting who you’ve never met, he’s HYDRA too!” You needed one or two recognizable faces to make the reveal resonate.



When Marvel decided to make an Agents of S.H.I.E.L.D. show, were you like, “Well, there’s not really gonna be a S.H.I.E.L.D. after we get done with our movie, so…”

McFeely: I know they showed the movie to the cast of the show, and when the third act happened, their jaws dropped. They were like, “Do we have jobs anymore?” It’s gonna be fun for the show. It gives them a direction to go; it motivates them.



How involved was Joss Whedon in helping to plot this film, since he’s directing The Avengers: Age of Ultron? Did you have any conversations with him like, “This is where we want to leave Steve Rogers and Natasha at the end of the movie, will that work for you?”

Markus: There isn’t too much of that, of everybody putting their heads together, mainly because there’s no time, schedule-wise, to cross-reference that much.

McFeely: There’s no meeting of the Five Families.

Markus: But there is a Godfather, and that’s Kevin Feige. He moves between the boroughs. But we’ve read Avengers 2, so we know where that’s going. You’re always aware of seismic shifts in the universe, but there’s time enough between the movies that nobody tells anyone else, “Don’t do this.” And that’s because they’re committed to making the best movie each time. They’re never going to keep their powder dry on one to save it for the next.



The movie ends with Captain America very determined to find Bucky. But is that momentum hindered at all by the fact that he then needs to go on another big adventure for Age of Ultron?

Markus: Well, the comics do that, right? I mean, the Avengers exist because all these people would have their own books and then come together for their joint adventures. The idea is that the Avengers stories require all hands on deck.

McFeely: They go solve the global crisis, and then they solve their own personal crises a little later.

Markus: But who’s to say it’s not on his mind while he’s dealing with the age of Ultron?



The movie ends with Nick Fury heading to Europe for a mission. Is it any coincidence that the after-credits tag is also in Europe?

Markus: He’s going after HYDRA, they’re HYDRA … I mean, he wasn’t going to Iowa, you know? [Laughs.]



And I’m assuming Joss scripted that tag, or did you guys?

McFeely: Yeah, that’s Joss. All the movie is us, except for the scene where Baron Strucker introduces the twins.



In Captain America’s other big-screen venture so far, there were supernatural or cosmic elements, but The Winter Soldier doesn’t have any of that. Was that a conscious decision, or did earlier outlines of this have more out-of-this-world plot points?

Markus: With this one, we really wanted to be very grounded — as grounded as you can be with a flying aircraft carrier and talking computers and a guy with wings. We wanted it to be Cap versus the world we all live in today. He’d just fought aliens, and it didn’t seem like the time to double down and have him up against dinosaurs and magicians. He’s a man named after a country, and eventually, you’ve got to check in on the state of the country. That’s one of the things we’re talking about in-house now, though: What do people expect from a Captain America movie after this? Is it this tone, is it ass-kicking in the modern day, is it espionage, is it suspense, or will they expect a completely different genre every time out?

McFeely: Also, when Marvel is putting out this many movies, you have to differentiate them stylistically or you’re just going to get overloaded. Thor can’t help but be cosmic, the last Avengers was cosmic, Guardians of the Galaxy is going to be cosmic, so eventually you need to start carving out territory for each franchise. Cap seems very well-suited to dealing with reality.



Were there any characters you thought you were going to use who didn’t make it into the final version? Hawkeye, for example?

McFeely: It came up and we played with it, but we didn’t pick Black Widow out of nothing. She’s sort of the embodiment of the morally murky world we live in now, and we wanted to put her in stark relief with Cap’s point of view. If she’s serving that function, and she’s got the same job as Hawkeye, then we’ve got to find a reason for Hawkeye to be in it, and we don’t want to disservice anybody. You can take smaller villains and give them small roles — like Batroc has a 15-minute sequence in this movie, and that’s okay — but you can’t really do that with Hawkeye. So we couldn’t make that work.

Markus: There were various things we pitched that didn’t make it in, like before the missiles go off, Zola’s computer just stands up and walks away. We always wanted to get him in his robot body, but everyone was like, “He’s a talking computer. Can’t we leave it at that?”