A couple weeks ago film critic Matt Zoller Seitz wrote a plea for fellow critics to include discussions of form in their film reviews, to at least mention how the language of film is helping or hindering the movie being reviewed. It was an eloquent point well made, and also apropos of what I want to talk about in re: Captain America: The Winter Soldier. I’ve already reviewed the movie (available here and spoiler free), so what I want to get into now that we can talk about stuff without people yelling SPOILERS (seriously, if you haven’t seen it, stop reading now) is how all of the elements of filmmaking worked together to bring to life the Winter Soldier, the most memorable, bone-crunchingly scary villain in the Marvel Cinematic Universe yet.

A genuine complaint often lodged against Marvel is that other than Loki there haven’t been any really memorable villains in the MCU (I would argue that Loki isn’t so much a villain as an anti-hero). But in The Winter Soldier we finally get a villain worth his salt, a one-man wrecking crew who exists solely to fuck shit up for our heroes. And, more importantly, here at last is a villain that the hero legitimately struggles to defeat. Can’t defeat, in fact. The climactic fight between Captain America and the Winter Soldier ends in a draw with Cap giving up, unable to win and not willing to keep fighting his childhood best friend, Bucky Barnes—the man captured and brainwashed after World War II into becoming a legendary assassin with no name.

The lion’s share of the work is done by Sebastian Stan, who with this performance finally sheds the last of his Gossip Girl twatness. Did anyone have a clue he was THIS good an actor? The guy has barely any lines and half his face is obscured by a featureless mask for two-thirds of the movie and still he gives a complicated, emotional, haunting performance as the Winter Soldier, and he does it mostly with stares. The look on his face even as he submits to the torturous conditioning that keeps the Winter Soldier in line and the final, post-credit tag in which an incognito Barnes attempts to reconnect with his true identity stand out as two superlative moments. Especially that last scene—our final impression of the Winter Soldier is that a hell of a lot of people are going to pay for what was done to him.

Besides the strength of Stan’s performance, there are a lot of good decisions going into how the Winter Soldier appears on screen. He’s never in a hurry—we only see him running once in the entire film. Instead, Stan moves with measured precision and in a couple places, notably the highway ambush and the attack on the Triskelion at the end, the scenes cut between Captain America frantically running from point A to B while the Winter Soldier casually strolls to his destination, stopping only to kick people into jet engines. That contrast is subtle but it makes the Winter Soldier seem more in control—he’s already there while everyone else scrambles to catch up.

But when it comes to hand-to-hand combat—of which there is plenty—suddenly the Winter Soldier is all explosive action. The camera work for much of the movie is the workmanlike style common to most TV directors transitioning to film. It’s not bad but it’s not inspired, until the action starts. Co-directors Joe and Anthony Russo (Arrested Development, Community) stage their action sequences very well—Falcon’s (Anthony Mackie) introduction is one of the most triumphant hero reveals in the MCU, ranking right up there with Iron Man’s first flight.

However, when they frame Cap and the Winter Soldier engaged in combat they use shaky cam and normally I would complain about it, but the way they apply it here serves to underscore how fast and powerful these supersoldiers really are. The camera struggles to keep up with them as they toss each other around; it would be sloppy but that particular style only comes into play when Cap or the Winter Soldier are fighting. It’s specifically used to suggest that they’re moving slightly faster than the human eye can track—a neat practical effect in place of resorting to CG blurs.

The framing of the Winter Soldier is very deliberate throughout the film. He’s never revealed straight on in full frame. Instead he comes in at angles or is glimpsed through fire and smoke—our first-ever look at him is as a distant, shadowy blur. The effect is unsettling—you never know where he is or where he’s coming from, which unnerves the audience as much as it does the heroes. And he is always preceded by violence. He doesn’t show up and then start shit—shit is already started by the time he emerges. Violence is a harbinger for him; he is not a harbinger of violence. It’s a subtle difference but it serves to highlight that he is not the product of violence but its cause, once again emphasizing his control over the action on screen.

And then there’s sound and music, two of the more subtle cues in filmmaking but also among the most effective for directing audience attention. Composer Henry Jackman (Captain Phillips) repurposes Alan Silvestri’s Sousa-esque brass fanfare for Cap’s theme but the Winter Soldier’s theme is a thumping techno track. And there’s a singular element in the theme, an electronic skreel that is isolated and used throughout the sound design to signal the Winter Soldier’s arrival—any time the action has anything to do with him, whether he’s the perpetrator or not, this distinctive howl rises through the sound. Unfortunately I can’t find an isolated sample, but you can hear it at the 3:25 mark on the soundtrack excerpt below. It’s the last sound we hear in the movie as the Winter Soldier contemplates Bucky Barnes’ past, which is INCREDIBLY OMINOUS.

Captain America: The Winter Soldier is “just” a superhero movie, but in it we can see how the entire language of film, visual and aural, emotional and technical, can be used to build up a truly great, memorable character. The Winter Soldier is so well devised that it’s almost a shame he’s destined for redemption—I wouldn’t mind seeing more of him in Terminator mode, laying waste to anyone who gets in his way, without moral conflict to slow him down. Sebastian Stan deserves a lot of credit for acting through silence and overcoming a faceless mask to communicate the inner life of a man who’s supposed to be mindless, but without the editing, framing, sound and music working in his favor, too, the Winter Soldier wouldn’t be nearly so frightening. With all those elements working together, though, we’re given a steadily rising sense of dread and an unpredictable killing machine—a chilling, unforgettable villain Marvel can be proud of at last.