The release of Captain America: The Winter Soldier this month on disc and download reminds of what a terrific film it is. With some competition from its delightful Marvel Studios sibling, Guardians of the Galaxy, it's the best pop movie of the year.

I discussed why Guardians turned into such a huge hit last month. But Cap 2 -- directed by Anthony and Joe Russo, written by Christopher Markus and Stephen McFeely, and guided by Marvel uber-producer Kevin Feige -- has the edge because of its relevance, convincing action, and suspenseful drama. With $260 million at the domestic box office, it's the second biggest movie of the year, behind Guardians. Its $715 million worldwide box office taking will top Guardians, trailing a few others, but is nearly twice what the first Cap film did.

It's all a big step forward for a film character and franchise that debuted with an impressive and moving origin story in 2011. I'm not sure yet where this movie would rank on my all-time favorites list -- which runs to the likes of Chinatown, Apocalypse Now, All the President's Men, Raiders of the Lost Ark, Skyfall, North by Northwest, They Were Expendable, Casablanca, Lawrence of Arabia, Close Encounters of the Third Kind, The Candidate ... -- but this latest tale of a '40s guy finding his way in the 21st century is awfully good.

A lot of hard men heading to Administration and Records join Steve Rogers for an eventful elevator ride at SHIELD headquarters.

** Scarlett Johansson has become Black Widow aka Natasha Romanov.

I'll admit it, I was resistant to her casting as Black Widow. She's not Russian, she's rather petite, and she hadn't done action. And, the real reason, she was then being jammed into the culture on a wave of media hype as the hottest woman on the planet, which I didn't buy. Then her role in Iron Man 2 seemed shoe-horned into the picture for future franchise building, distracting from the intriguing main story pitting Tony Stark against Mickey Rourke's Ivan Vanko, a might-have-been Stark reduced to working his way up from a Russian gulag.

Duly annoyed, I wrote that Johansson was only the third hottest woman in Iron Man 2, behind Lesley Bibbs's leggy journalist and Gwyneth Paltrow's Pepper Potts.

It wasn't that I disliked Johansson as an actress, far from it. I was taken with her first big role at age 13 opposite, yes, Robert Redford in The Horse Whisperer and intrigued by her big breakthrough in Lost In Translation. I just didn't like having her jammed on me.

Fortunately, when The Avengers rolled around, it all worked very well. And in Winter Soldier, Johansson is practically perfect. Her Black Widow is smart and witty, quick with the banter and telling one-liners and even quicker with the assured martial arts moves. Not to mention very hot.

She and Chris Evans have great chemistry together and, teaming up as they do in Cap 2, make a great team. Bring on the Black Widow movie.

** Robert Redford was perfectly cast against type.

"Oh, Renata, I wish you'd knocked." The audience gasps when Redford's former Secretary of State Alexander Pierce shoots his housekeeper to death when, returning to retrieve her forgotten phone, she sees him with his shadowy assassin, the Winter Soldier. Ironically, there had been some big clues before that moment of definition.

Nick Fury tells his old mentor, now his boss as head of the World Security Council, something he doesn't want to hear. Boom! Next thing we see, Fury is attacked by a huge hit team. Steve Rogers withholds information from Pierce after Fury's death. Boom! Captain America is attacked by a gang of his tough guy colleagues, a sequence which includes the best elevator fight scene you'll ever see.

But the super-villain of the movie simply can't be Robert Redford. He's one of the greatest cinematic symbols of liberal integrity of all time. And he never plays bad guys. Where Warren Beatty would play a bad guy, albeit with all the surface charm and oddball sincerity of a good guy -- Bugsy Siegel, what a great guy! Aside from the psychopath thing ... -- Redford never went beyond ambivalent and ambiguous types.

And in the great '70s conspiracy thrillers which inspired Winter Soldier, Redford was the shining hero figure out to thwart the incipient fascism threatening America. Yet here he is playing an even more monstrous character than those he struggled against in the day. His ruthless, brutal treatment of his star assassin demonstrates what an effective cover his liberal wit provides.

Redford's Pierce isn't possessed by the nefarious Red Skull, as some fan boys had guessed. He is a deeply committed ideologue, in essence, a 21st century Nazi, hiding in plain sight.

Also hiding in plain sight, in Pierce's refrigerator? A bottle of Newman's Own, a delicious reference to Redford's classic films with Paul Newman.

Steve, Natasha (codename Black Widow), and a STRIKE commando team assault a hijacked ship on the Indian Ocean.

** Samuel L. Jackson's Nick Fury comes into deep focus.

Late in the movie, Nick Fury, now revealed to have survived the Pierce-ordered assassination, holds what looks exactly like a publicity still of Redford from All the President's Men and discusses some of his emotional issues. "This man declined the Nobel Peace Prize. He said that peace is not an achievement, but a responsibility. It's stuff like this that gives me trust issues."

In Jackson's commanding hands, Fury has long been a flavorful if sometimes ambiguous figure in the Marvelverse. Here he comes into much deeper and sharper focus, as a sardonic man of action and thought, whose thoughts and actions are uncomfortably close to being the antithesis of what he believes he stands for.

Like Redford, Jackson brings tremendous iconic clout to his role. The difference is his doesn't go against the established grain. When at last, with Hydra defeated but SHIELD in shards, Cap, Falcon, and Black Widow meet with Fury at his grave site to go over next steps, the famous Biblical passage from Pulp Fiction -- "The path of the righteous man: Ezekiel 25: 17" -- seems foreordained.

** It's easily the best action movie of the year, leavened with just enough humor.

Considering that the directors are best known for comedy, it's striking how strong the action scenes are in Cap 2. The best of them are the non-CGI fight and battle scenes centering on Chris Evans, who has taken a page from Arnold Schwarzenegger's bodybuilding guides and has evidently learned quite a bit of karate, boxing, and Brazilian jig-jitsu, with what looks like some Israeli krav maga thrown into the bargain. His parkour and track and field training come into play in a big way as well.

Where Cap was more of a Jack Johnson-style boxer in his '40s First Avenger mode, and was just beginning to learn more Eastern martial arts in The Avengers, here he is a convincingly crunching and very fast master of combined arts.

The others are no slouches, either. Scarlett Johansson no longer looks like she is playing out choreography. And as Cap ally-revealed-to-be-chief Hydra henchman Brock Rumlow, Frank Grillo brings some serious opposition.

Nick Fury expresses his concerns about a big new SHIELD program to Alexander Pierce.

** The film has an excellent supporting cast.

Anthony Mackie is a revelation as Cap's post-9/11 wars vet pal who becomes the Falcon. Cobie Smulders is a credible deputy to Fury as the cool and intrepid Maria Hill. Frank Grillo as Cap associate/Pierce chief henchman Brock Rumlow is memorable in what could easily be a stereotypical baddie role, ending well established for his future as the nefarious CrossBones. Toby Jones again impresses as Hydra scientist Arnim Zola, brought to America as part of the true life secret Nazi brain drain, only to become an artificial intelligence and creator of "the Zola algorithm" allowing Hydra-within-SHIELD to read the digital records and find opponents to be eliminated. Maximiliano Hernndez does well again as the familiar Agent Sitwell, with a big secret. And of course there is Hayley Atwell, the spirited leading lady of the first Cap film, now seen here in a moving scene late in her life with returned lost love Steve. No wonder the second Marvel TV series, Agent Carter, will feature her. Emily Van Camp doesn't fare as well as as Atwell (who plays her aged aunt) as the young Agent 13/Sharon Carter. She comes off very young. Which may be intentional.

** The film has the right musical score.

This is a controversial point. The first Cap movie had a wonderful Americana-inflected orchestral score from Alan Silvestri. Many fans, including me, loved it. Little of it is heard here, aside from fleeting references to the great Captain America theme.

Instead we get a rather harsh, mostly electronic score from Henry Jackman. Cue after cue is full of tension, with little room for warmth or a lot of uplift.

The reality is that it works very well in the film. Where the first film was a superhero film as World War II movie, this is a superhero film as conspiracy thriller. And the classic '70s conspiracy thrillers tended to have generally ambient scores. Not always fun to listen to in isolation from the film, but fitted to the suspenseful, twisty proceedings.

** It elevated Captain America to the first rank of superheroes.

Just a few years ago, not many were all that familiar with Captain America. A comic book character far past his World War II heyday, even the name ws more than a little embarrassing.

Captain America: The First Avenger provided a touching origin story. But it required special handling, both in providing a bridge to the present for all audiences and with international sensitivity about America in the wake of the post-9/11 wars, so Marvel and Disney offered international distributors the option to call it simply The First Avenger. Only a few did.

Flash forward to this summer, when rival DC and Warner Bros., which had scheduled the launch of the their sequel to last year's Superman reboot -- which also features Batman -- on the same 2016 weekend as Captain America 3, blinked and decided to move their picture to another weekend.

Only Avengers partner Iron Man, Batman, and Spider-Man, among individual superheroes, have ever done better at the box office than Captain America with this year's picture. And in the present day, Cap has passed the famous web-slinger by.

Captain America: The Winter Soldier title credits, with score.

** Cap 2 is a big game-changer in the Marvelverse.



The destruction of SHIELD, at the hands of Captain America, is a massive shift for the Marvel Cinematic Universe. SHIELD has been the connective tissue giving rise to the Avengers. Now that it's gone as a coherent agency, for having so exceeded its reason for being as to prove the Nazis of Hydra with a perfect stalking horse for their takeover strategy, it's not clear what comes next.

All our heroes are on their own, with only each other to look to for support. Thus perfectly setting up the search for order and the chaos to come in next May's new Avengers picture.

** It saved Marvel's big new TV show, Agents of SHIELD, and prompted its second series, Agent Carter.

The revelation that Clark Gregg's stalwart Agent Phil Coulsen, whose murder by Loki in The Avengers spurs the quarreling superheroes into getting their act together, provided the launch point for a new team of non-superpowered operatives in the ABC TV series last fall. But the show was only pleasant, with scintillating moments few and far between. One watched out of a sense of completes. Until Captain America: The Winter Soldier upset the apple cart of seeming routine.

With SHIELD down, Hydra, still in powerful remnant form, revealed, and big boss Nick Fury officially dead, Coulsen's pleasant, too young and too pretty crew had to become scruffy survivors. The show instantly became highly watchable, even gripping at times. The revelation that one of their stalwarts was actually a cold Hydra killer -- and that Coulsen's old buddy, Bill Paxton's flavorful John Garrett, was really a top Hydra leader -- upped the ante further.

This is where we'll see the post-Cap 2 world in the run-up to next spring's second Avengers team-up.

In addition to saving Marvel's first big TV series, Cap 2 also set up the second show, Agent Carter.

Steve's reunion with his lost love, the now aged Peggy Carter, following his viewing of the telling Captain America exhibit at the Smithsonian -- which points him on his course in the film -- joined with the Arnim Zola sequence to set up the new series.

How does the Strategic Scientific Reserve, which took repeated little World War II reject Steve Rogers and turned him into super-soldier Captain America, turn into SHIELD? Along with Col. Chester Philips (Tommy Lee Jones in the first movie) and Tony Stark's dad Howard (Dominic Cooper in the young version, Mad Men's John Slattery in the older), Peggy Carter is a co-founder of SHIELD. Agent Carter will shed a lot of light on the origins of our favorite shady spook shop.

Cap makes the sacrifice play with the Hydra jet en route to New York City, to Agent Carter's grave dismay, in Captain America: The First Avenger.

** Steve Rogers is an unabashed, unironic, straight-up hero, unafraid to live his ideals.

In an era of cynicism and shallowness, with anti-heroes predominating in television drama's golden age (as discussed in this essay on the Emmy triumphs of Breaking Bad and Sherlock), Steve Rogers aka Captain America is something very different. He challenges those around him to be their best, to live up to the words they mouth in their oaths of office. Once they get past the "corniness" of it all, audiences respond very enthusiastically.

** The Winter Soldier, concept and character.

Before the movie came out, I wrote about the dual meaning of its title. Because the Winter Soldier isn't just the mysterious super-powered assassin who pops up with an eerily ominous Joker-like electronic theme to mark the mayhem to come, the Winter Soldier is a metaphor, dating back to Tom Paine and the American Revolution, a promise of steadfast patriotism when the going gets tough.

It resurfaced as the name for anti-war hearings conducted by Vietnam Veterans Against the War, and it is there that Marvel author Ed Brubaker says he found the name for the shadowy assassin, who tragically turns out to be Steve Rogers's childhood friend he'd believed lost in World War II, James Buchanan "Bucky" Barnes.

We could do with a lot more of Sebastian Stan's Bucky-turned-Winter Soldier. He was fine in the first film as Steve's cool friend who looks out for him when he's weak and allies with him when he's strong. He even literally begins Steve's journey into the future, taking him -- and his own smashing date, played by the luminous Doctor Who co-star Jenna-Louise Coleman -- to the Stark Expo of 1943. There they see an (almost) flying car invented by showman playboy Howard Stark -- the chip that is Tony Stark didn't fall far off that block -- Steve meets the man who will make him the first super-soldier.

Stan is even better in this movie as the fearsome Winter Soldier, victim of fascist conditioning and futuristic experimentation, now ruthlessly hyper-efficient in combat and more than a match for Captain America, with just enough residual doubt and humanity poking through.

And it's a good thing that he's good, since Marvel has signed him up for nine pictures.

** Cap 2 is an outstanding conspiracy thriller.



The conspiracy thriller flourished in the 1970s, a time of profound distrust of government and other major institutions, so it makes sense that there is an audience for it now. But this is a different time, in the sense that a knowing cynicism is part of the zeitgeist, even on the part of those who don't really know.

The conspiracy thriller works best with an audience which still has enough idealism to be shocked. After all, if you think that everything is fixed, the suspense, mystery, and shock elements of the conspiracy thriller aren't going to do much for you. As cynicism and nihilism go hand in hand, it won't matter.

So it makes particular sense that it's the least cynical hero figure around who is at the center of the biggest conspiracy thriller in years.

Clever plotting and cleverer casting -- Robert Redford was in something like the Steve Rogers position in the classic '70s conspiracy thrillers like All the President's Men and Three Days of the Condor -- move Winter Soldier through its paces from its opening in an exciting yet odd commando raid to shattering realizations about the perversion of trust before our protagonists regroup and head off to tie up the loose ends of the struggle.

** Cap 2 is the most subversive blockbuster in years.

Well, at least since 2013's Iron Man 3, which revealed its showy bin Laden-esque big bad to be a drunken British actor fronting a Pentagon contractor out to both cover up his defective product and spin up the war on terror.

Subversive as that Marvel blockbuster is, I'd say Winter Soldier goes well beyond. For the shattering perversion of trust I mentioned above is more monstrous still. The institution Steve Rogers has devoted his talents and energy to, the institution we rely on for searing our lives and liberty, turns out to be hewing so close to a deeply fascist agenda that its members don't even perceive the Nazis all around them. And at their very top.

Captain America: The First Avenger title credits, with Alan Silvestri's classic Captain America March.

** Chris Evans is a moving Steve Rogers and a crunchingly convincing Captain America.

"I thought the punishment usually came after the crime. ... This isn't freedom, this is fear."

When we first met Steve in the first Cap film, a bit of cinematic trickery and his own fine performance presents him a a small, scrawny, weak, yet brave man with heart and compassion. He is, as Stanley Tucci's Dr. Abraham Erskine, the doomed genius of the super-soldier program, point out, a very good man. But he's not a commanding figurem bit sineibe capable of passing judgment as he does in this film. Evans takes Steve Rogers through an arc of development in the two films, from little loser to celebrity superhero, yet he retains his essential goodness throughout. His internal north star is true.

The character grows but always remains true to himself and his ideals and is believable throughout. Evans brings great conviction to a role that could be corny. More than that, he makes Cap cool, with humor and with a non-arrogant sort of assurance.

And in so doing, he's played the critical role in turning what looked a few years ago like a cornball afterthought from World War II into the most relevant superhero around.

With apologies to Tony Stark.