Captain America: The Winter Soldier represents a stark (pun intended) tonal shift for The Avenger films.

The third film of Marvel’s second phase of The Avengers,The Winter Soldier is the first to feel notably different than its predecessors.

Directors Anthony and Joe Russo deliver a slickly-shot and edited political thriller that feels less bound by the usual mainstream pandering.

The Winter Soldier is less accessible than in predecessors.  Humor is dialed down, the plot is involving and the entire affair has a cynical,
world-weary edge that helps this Captain America stand apart from the 2011 original, as well as many others in the genre.

There is a sense of purpose and intelligence to the plot that goes beyond the usual comic book clichés, even if the film still finds itself
falling into a few along the way.

Following the events in The Avengers, Steve “Captain America” Rogers has joined forces with S.H.I.E.L.D., the shadowy government agency
that previously brought all the heroes together.

Rogers (Played by a straight-laced, but likable, Chris Evans) begins to question the motives behind the organization, especially after he
catches fellow Avenger/spy Natasha Romanoff (Scarlett Johansson) carrying out a secret objective during a mission.

The first Captain film was a World War II-era fantasy; here we dive headlong in modern day action.  The first sequences aboard a freighter
feel closer to Black Hawk Down than Captain America, and much of the action thereafter is rooted in a stylized heightened reality opposed
to superhero fantasy.  While this isn’t an inherent improvement, these set pieces are generally well-conceived and executed, even if there
are a few too many of them.

The real improvement is how involving the plot is.  The motivations behind the film’s villains are believable, an extension of, and allusion
to, the current political climate.  S.H.I.E.L.D. seeks to provide global security, but has no problem with trampling individual freedoms along
the way, including using their massive Helicarriers as drones to eliminate potential threats.

The Captain can’t stand for that!  “I thought the punishment came after the crime,” he opines.

Things only get worse when Nick Fury (The eye-patched Samuel L. Jackson) is brutally attacked, and S.H.I.E.L.D. official Alexander Pierce
(Robert Redford) attempts to take down Rogers via a particularly silly plan involving an elevator.  At every floor, more goons surround him.  
There had to be a better way to subdue the Captain while inside a secure facility Pierce has total control over.

The Captain finds himself on the run, pursued by a mysterious assassin, Winter Soldier.  He seems to possess much of the same super-
human abilities as the Captain, while apparently also attaining the power of clairvoyance.  After a lengthy car chase, he appears standing in
the middle of a street just in time to halt Fury’s escape.  How did he know which street to be at?  I guess Fury should have turned right.  The
whole plan would have been foiled.

Maybe that’s nitpicky for a film based on a comic book, but there are issues that truly hold The Winter Soldier back from being an even
better film than it is.  Too many sequences feature hostiles who can’t shoot targets directly in front of them (Stop aiming for the shield, you
morons!), and I think we need to impose a ban on the tired, contrived ‘fake death via heart-rate lowering drugs.’

These clichés are at odds with a screenplay that otherwise makes a fantastic effort to raise the bar in terms of intelligent storytelling.

Despite these trappings, The Winter Solider is still a success.  It’s well-paced and edited, and the real-world allusions give it just enough

There are also some nice character moments along the way, including callbacks to characters from the first film, and a few surprisingly
strong moments between Rogers and Anthony Mackie’s Sam Wilson, bonding as fellow combat soldiers, despite being generations apart.

The original film had a lot of fun with the patriotic tone of its era.  The Winter Soldier very nicely modernizes its message for the new time
period, portraying the Captain as a hero who fights for ideals above flags.

Even though they are very different beasts, The Winter Soldier is a legitimate improvement over the original in almost every way- almost.

Composer Henry Jackman’s noisy, anonymous attempt at music is a major disappointment.  Alan Silvestri’s score to the original yielded
themost memorable theme for an Avenger, and here it’s relegated to a stock reprise during the film’s opening scene.  Much of the rest is a
cacophony of electronic thumps and screeches.

While Captain America: The Winter Soldier is far from a great film, it’s a good one, and stands as the best of Marvel’s Avenger films to not
star Robert Downey Jr.  As much as that sounds like a back-handed compliment, this is a notable entry that elevates the storytelling maturity
of the franchise and should satisfy those who love the Marvel characters, but have always wished for just a little bit more from their films.

* * *
(out of four)

Directed by: Anthony and Joe Russo

Written by: Christopher Markus & Stephen McFeely

Starring: Chris Evans, Samuel L. Jackson, Scarlett
Johansson, Robert Redford, Sebastian Stan

Music by: Henry Jackman

Cinematography by: Trent Opaloch

Released: April 4, 2014; 136 Minutes