One of the best CAPTAIN AMERICA storylines becomes the best Marvel movie.

This review contains spoilers for the identity of The Winter Soldier.

I was never a Captain America fan. Growing up I found the character impossibly square and hokey and fairly boring. He was a tool of the system, a cog in the machine who felt - to me - out of place in the wild and often anarchistic Marvel Universe. I mean, the guy’s wearing an American flag.

That all began to change when Ed Brubaker took over the comics almost a decade ago. His stories - especially The Winter Soldier and The Death of Captain America - gave me a new in to Steve Rogers. A character who had always been impenetrably dull for me was suddenly opened up, and through the prism of Brubaker’s run I was able to reapproach the history of the character. All of that led up to the release of Captain America: The First Avenger, a movie for which I found myself surprisingly psyched. And while that film has its problems - including a third act that fizzles rather than sizzles - I thought it ended up being one of the best Marvel movies, and Chris Evans was one of the best hires in a roster made up of perfectly cast actors.

Now the Captain America movies have caught up with Brubaker’s seminal run and the results are fairly spectacular. Captain America: The Winter Soldier isn’t quite a direct adaptation of the original story, but it hits the main emotional beats, filtered through the perspective of the Marvel Cinematic Universe. Along the way the film deepens Steve Rogers, redefines the entire Marvel Cinematic Universe and proves that superhero movies aren’t even a genre - they’re a form within which any genre can work.

After the events of The Avengers Cap is working with SHIELD, going on regular missions with the Black Widow, but he’s getting unhappy. The soldier finds himself questioning the orders he’s receiving, and when Nick Fury reveals SHIELD’s next step - Operation Insight, a trio of giant Helicarriers designed to constantly monitor the world and ‘eliminate’ threats before they become threats - Steve begins to lose his faith in the organization he’s serving. Then things get really crazy as a mysterious assassin tries to kill Fury and Cap finds himself labeled enemy number one of SHIELD. He and Black Widow go on the run to reveal the conspiracy rotting away the heart of SHIELD, and what they discover forever changes the world. Which you know, is pretty good stakes.

Before I get into how The Winter Soldier ups the ante for the Marvel movies in terms of drama, theme and action, let’s make one thing clear: while this is a darker, more serious conspiracy thriller it remains, at heart as fun as the other Marvel films. The Winter Soldier has deeply serious emotional beats (I actually teared up once), but screenwriters Christopher Marcus and Stephen McFeely (and directors Joe and Anthony Russo) understand that the heavy emotional stuff works better when it’s counterweighted with laughs and lightness along the way. They also know that we’re in the theater just as much for the characters as anything else, so a lot of that lightness comes from the characters and their interactions. When Steve and Natasha flee Washington DC, pursued by SHIELD, their roadtrip (in a car that Steve ‘borrowed’ using skills he learned in Germany) offers lots of great character moments that never undercut the tension of the main story yet allow us to have a breather. So yeah, The Winter Soldier looks dark and heavy, but that stuff is leavened perfectly.

But the dark and heavy stuff is so great! Captain America: The Winter Soldier reinvents what Cap is in the modern day; he’s now an operative, and instead of battling big alien menaces or guys with ray guns he’s going hand-to-hand with foes like martial artist Batroc the Leaper. The Russos approach their action as if this was a Raid movie, giving lots of wide shots of fists and feet flying. Most of the action (until the grand finale) is grounded, and there’s a ton of it - we’ve come a long way since Iron Man featured two action scenes. Thankfully all of the action in Winter Soldier is motivated and plot-oriented - there are no lengthy sequences thrown in just to break up exposition.

Cap isn’t the only character to get awesome action. Nick Fury gets a car chase/shootout that finally shows us why he’s a badass. The Black Widow kicks enormous amounts of ass and The Falcon, introduced in an opening scene that exemplifies exactly why we love these Marvel movies, has really spectacular moments in the climax. This is the best action we’ve seen in not just a Marvel movie, but some of the best we’ve seen in a Hollywood movie in years.

That grounded, great action reflects the nature of the film itself. While taking its cues and structure from paranoid conspiracy thrillers, The Winter Soldier is actually a very personal story for Captain America as he deals with the loss of faith in his government and the menace of a villain who is tied to him as personally as possible. The Winter Soldier - a legendary assassin with a cybernetic arm who has been operating for fifty years - turns out to be Bucky Barnes, Cap’s long-thought dead partner. Brainwashed and turned into a killing machine, The Winter Soldier is the yang to Steve Rogers’ Yin - he’s an unthinking warrior controlled totally by the powers that be.

If there’s a problem with the story of The Winter Soldier in this film it’s Captain America: The First Avenger. That movie whiffed the Cap/Bucky relationship a bit, and so The Winter Soldier needs to flash back to an unseen moment between the two friends to establish their connection. It’s well worth it, though, as the final confrontation between Cap and The Winter Soldier ends up being incredibly emotional and stirring in a way that only a musty old square like Captain America could make it.

The success of The Avengers has given Marvel Studios some swagger in their walk, and Captain America: The Winter Soldier feels like the biggest recipient of that confidence so far. Hiring the Russos to direct ended up being one of those trademark Marvel Studios left-field great ideas; their comedy background gives them absolute understanding of not only character but also timing, which they use to great effect in the action sequences. The scope of this film is geographically limited - it all takes place in New Jersey and Washington DC - but it’s thematically huge, offering smart viewers lots to take in and play with on issues political - trust - and personal - trust again. And that scope extends to the action set pieces, each of which is unique and features Cap using his shield in ways that will have the geekiest in the audience (guilty) cheering.

While I liked Captain America: The First Avenger, The Winter Soldier feels like the franchise finding its footing. This is what a Captain America movie can be - a thriller with real world implications that also features a guy living inside a computer who projects his face on a CRT monitor, a personal story about a true stand-up hero dealing with the realities of a morally grey world, and also an ensemble film filled with vibrant, fun characters. Marvel Studios understands Steve Rogers in a way that I never thought possible on the big screen - they’re not ashamed of who he is and they understand that the stuff that I didn’t like when I was a kid is exactly what makes him unique and inspiring. They understand that throwing moral mud at Captain America is exactly what makes his red, white and blue costume all the brighter.