Tucked into a pocket of his workout sweats, Steve Rogers — aka Captain America, the serum-enhanced Yankee Doodle Dynamo who's spent the last six decades in deep freeze — keeps a notebook of cultural beats he's missed: Star Wars, Marvin Gaye, Thai food. (“We used to boil everything,” he mock-groans.) If only he'd added '70s conspiracy thrillers to his list. First, so he could tell his boss's boss, Alexander Pierce (Robert Redford), “Hey, anyone ever tell you you look like that guy from Three Days of the Whatchamallit?” And second, so he'd realize sooner that he's been plunged into one.

One pleasure is how casually Evans treats his superstrength

Even among other furtive homeland security cabals, S.H.I.E.L.D., the government agency at which the good Cap (Chris Evans) reservedly works, doesn't have the best record of transparency or, frankly, homeland security. Under its watch, the planet's nearly been destroyed six times in four years, including the one when it ordered an atomic strike on Manhattan. With that failing grade, no wonder S.H.I.E.L.D. bigwig Nick Fury (Samuel L. Jackson) is rushing the launch of three massive new mega-mega-mega-mega drones programmed to neutralize threats before they attack.

But as anyone old enough remember our own War on Terror — and clear Captain America: The Winter Soldier's PG-13 restriction — knows, a government and its people have to agree on the definition of “threat.” Especially Cap, since he's literally the arm of the law. (And the abs and blue eyes, but that's just a bonus.) Fury has warned him that the 21st century's battle lines are no longer as obvious as WWII's. Still, Captain America is upset to discover that an early hostage-rescue operation in the Indian Ocean had a secret, secondary agenda to be executed by inscrutable, accentless ex-KGB agent Black Widow (Scarlett Johansson), and that Fury expects him to get with the program even if he doesn't know what that program is. He's either with S.H.I.E.L.D. or against it, and soon, some members of S.H.I.E.L.D. decide they're against him.

Of all Cap's superbuddies from his stint with the Avengers, the leather-clad Black Widow is the oddest and best choice for his sequel pas de deux. She seduces him, only half-successfully, to join the modern age. If his conscience is clear, hers is opaque. Although Marvel doesn't consider her an important or male enough character to earn a love interest herself, she elbows Cap to find a date so often that he sputters, “I'm 95, I'm not dead!” And even if she never gets to have any sex, the lens certainly makes love to her. As she pinches a ruffian's neck between her thighs and flips him to the ground, the camera jumps over her, rolls beneath her, then perches at ass level for a pulse-quickening view of Johansson strutting away.

First-time Marvel directors Joe and Anthony Russo hail from the far reaches of cult comedy (Arrested Development and Community, and yes, Danny Pudi's Abed has a cameo) and operate as if their necks are still under a network's guillotine. The Winter Soldier has the taut nervousness of a story anxious to get in, get the job done, and get out. It's more grounded than other flicks in the Avengers franchise: There's no road trip to space, no cackling galactic goon or cheap-looking space trinket with the power to destroy all life. The Russos add GPS coordinates to the bottom of the screen, as if to say, “This is no comic book; drive to this part of New Jersey and see it for yourself.”

They have no need for insecurity. The script is solid, and the fight scenes are excellent. The Winter Soldier is the first Marvel film in forever that doesn't climax with our heroes mowing down a generic horde of non-human nobodies. This is bone on bone, or really, bone on that vibranium shield, which thwangs satisfyingly as it ricochets around a room before conking a villain; Cap's like a pool shark plunking the eight-ball. Even the laconic, lethargic Fury has a fantastic car chase during which you're only slightly distracted by applauding Jackson for managing to negotiate an action scene where he doesn't have to stand.

Only the charismatic Anthony Mackie as modern veteran Sam Wilson, aka the Falcon, gets shafted. This new guy has a few good moments with a gun, a weapon the Captain would rather not wield, but mostly gets stuck flying around in Gulf War–issue wings. In combat, he's merely a small cluster of pixels flapping impotently in the corner of the screen. A few more films, and maybe he'll have a full-blown case of Tony Stark–itis: the brittle insecurity of knowing you're just a man in a fancy suit.

By contrast, one of the constant pleasures of The Winter Soldier is how casually Evans treats his superstrength, like a cheetah who takes it for granted he can run. As the moral center of the Marvel franchise, he's more concerned with the responsibility that comes with those powers, and so too is the film — at least until the climax shifts our attention from his inner struggles to his outer badass.

But before everything goes crash-bang-kaboom, there's humility here, too — a perspective we don't always get from Thor's godlike ego or Iron Man's man-made one — in the moment where the Captain, while racing to save the day, glimpses a hologram of his younger, pre-serum self. Scrawny Steve Rogers stares back agape. For the first time we truly feel the magic of his muscles, the awesome and frightening authority of being America's first and last über-human hope. We see the flashlight-under-the-covers fantasies of four generations of comic book fans. And we understand their dream of becoming Captain America, especially this Captain America, who fights in, for and against our world.

CAPTAIN AMERICA: THE WINTER SOLDIER | Directed by Joe and Anthony Russo | Written by Christopher Markus and Stephen McFeely | Walt Disney Studios | Citywide

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