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Marvel's Captain America: The Winter Soldier is a 2014 live-action film based on the iconic Marvel Comics superhero Captain America. Produced by 20th Century Fox and Marvel Studios respectively, it is a follow up to 2011's Captain America and 2012's The Avengers. It is the twelfth film in the Marvel Cinematic Universe and was released May 2nd 2014.

Production[]

A sequel to Captain America was announce in late 2011. At comic con 2012 after The Avengers extremely successful gross of 1.5 billion dollars worldwide Kevin Feige had revealed the entirety of Marvel's Phase 2 slate and had "Captain America 2" confirmed to occur after Thor: The Dark World in Spring 2014. Later in the year, it was revealed Joe Johnston would not be returning to direct the sequel and instead brothers Joe and Anthony Russo were hired to helm the project, claiming a desire to make the film akin to a 1970s spy thriller.

During pre-production they worked closely alongside writers Christopher Marcus and Stephen McFeely, who had pitched an idea for a Winter Soldier film for Marvel Studios back in 2008. Going off of their pitch and alongside Kevin Feige and Joss Whedon, the Russos officially announced the film would be titled The Winter Soldier and based on the comic arc of the same name. They in addition teased that this movie would be very influential to the Marvel Cinematic Universe for years to come. Chris Evans too had leaked in interview that the legendary comic book organization Hydra would be involved in the film somehow.

This was further validated when Jeff Bridges was cast as Agent John Bronson, a known alias for the Captain America villain Baron von Strucker. More casting news was released also confirming that Scarlett Johansson would be reprising her role as Natasha Romanoff and Samuel L. Jackson as Director Nick Fury. Anthony Mackie was also cast as the Falcon, one of Captain America's known sidekicks in the comics. To the excitement of many fans, the Russos were also reported (and later confirmed by Jeph Loeb) to be working alongside Marvel Television, a subsidiary of Marvel Studios, on ways to reference the currently airing FOX Marvel television shows Agents of S.H.I.E.L.D. and Agent Carter in the movie, starting the twitter hashtag #ItsAllConnected.

Principle filming began in mid 2013 and the movie was released worldwide on May 2nd 2014.

Cast[]

  • Chris Evans as Steve Rogers/Captain America
  • Sebastian Stan as James Buchanan "Bucky" Barnes/The Winter Soldier
  • Jeff Bridges as Baron Wolfgang von Strucker/Agent John Bronson
  • Georges St-Pierre as Georges Batroc/Batroc the Leaper
  • Anthony Mackie as Sam Wilson/Falcon
  • Scarlett Johansson as Natasha Romanoff/Black Widow
  • Jeremy Renner as Clint Barton/Hawkeye
  • Samuel L. Jackson as Director Nick Fury
  • Maximiliano Hernandez as Agent Jasper Sitwell
  • Cobie Smulders as Agent Maria Hill
  • Powers Boothe as Albert Malick
  • Jenny Agutter as Pamela Hawley
  • Bernard White as Jakuna Singh
  • Alan Dale as Douglas Rockwell
  • Chin Han as Chao Yen
  • Haley Atwell as Peggy Carter
  • Garry Shandling as Senator Boynton
  • Clark Gregg as Agent Phil Coulson (Cameo)
  • Thomas Kretschmann as Heinrich Zemo (Cameo)

Plot[]

Act 1[]

The film starts in Brooklyn 1930 where a young Steve Rogers is running through his school being chased down by bullies. He tries to fight back at them, but they pin him down and he screams for help. It then shows a young Bucky Barnes walking by until hearing him, curious he runs over and tells the bullies to leave him alone, eventually fighting them away and helping Steve up. They introduce themselves and Steve says he needs to head home and Bucky asks if he wants to come to play some Baseball with him. Steve reluctantly says okay as they both start throwing the ball, progressively getting to know each other and having fun while they do it.

PRESENT DAY

This song plays as it shows a montage of Captain America exploring society in the twenty first century by watching episodes of I Love Lucy, Martin Luther King Jr.'s I Have a Dream Speech, the Moon Landing, the Fall of the Berlin Wall, and even The Empire Strikes Back where Darth Vader admits to being Luke's father. It then shows him listening to The Beatles, trying Thai Food and enjoying it, browsing the internet, and playing video games on a Nintendo Wii.

Later, it then cuts to him in a veterans support group meeting at a rec center. After the regulars finish sharing their stories the host, Sam Wilson, says how one of the biggest mistakes that he sees veterans making is trying to get things back to the way they were. Nothing's ever going back to the way it was, the man or woman who used to be, they died once they enlisted, the person who came back, that's who they need to find. He then tells them thanks for coming and as everyone starts to get up he leaves Sam approaches Steve, insisting he doesn't think he's heard a single word from him, and he'd remember if Captain America said something.

Steve insists he doesn't have much to add but Sam asks how can that be, he went through something traumatic, no different than any of these other guys. He admits to him that he misses his Barbershop Quartet, but he's making the best of it, food's a lot better, so are movies, and the internet, so helpful. Sam then says need it or not he's always welcomed here, Steve telling him thanks but claims he's actually gonna be missing next week's meeting. Sam asks too scared and Steve instead responds too busy as it cuts to him on a quinjet flying over the middle of the Mediterranean Sea.

Captain America is there with Black Widow and Hawkeye while Agent Jasper Sitwell explains Batroc the Leaper, French national, pirate, bionic braces on his legs, Intelligence thinks they came from A.I.M. Captain America asks how many ships has he hit and Sitwell responds twenty this year, all high class Cargo Freighters, maximum casualties. Captain America responds not this time before telling Black Widow get to the back and kill the engines afterwards telling Hawkeye to get in the galley and secure the hostages, he'll be on the deck on the lookout for Batroc.

The quinjet descends as everyone gets adjusted and Captain America gets on his equipment before jumping out of the quinjet, Black Widow asking if he was wearing a parachute and Hawkeye responding no he was not. Captain America then climbs onto the boat and begins quickly taking out the pirates onboard, using electromagnetic plates on his forearm to call his shield back every time he throws it. Black Widow uncamouflages once she gets to the engines before using her poison secretion to shut them off, slowing the ship to a halt as she uses her com to say it's all them, "boys".

All the civilian hostages meanwhile are still tied up in the kitchen, terrified, as the pirates suddenly hear something. Investigating, they slowly look around until an arrow quickly descends down from the top down shooting bullets at all of them, Hawkeye quickly jumping down as he puts his hearing aids back in. Sneaking into the kitchen, he shoots arrows all over the room at specific acoustic points to make the most noise and confuse them, taking them out one by one while they split up to investigate.

Once they're all hit with arrows, Hawkeye goes to the civilians and begins freeing them, using his com to announce that he's secured the hostages. Outside on the ship's deck, Black Widow tells him to stay put until Cap gets there, she's gonna fill up the flashdrive until getting suddenly kicked by Batroc the Leaper using one of his mechanical leg braces. Batroc soon after gets knocked down by Captain America hitting him with his shield before slowly walking over. Black Widow then camouflages as the two of them start fighting, Captain America being easily able to overpower him.

In the ship's control room, Black Widow plugs in a flashdrive before copying everything on the computer. She then quickly pulls it out and takes her leave until Captain America catches up to her asking where she went, insisting he could've used her back there but Black Widow responds she knew he'd be able to take care of himself. He then looks and sees the flashdrive asking if that was the priority, Black Widow only telling him he has his mission and she has hers. Clearly unhappy, he doesn't say anything as it shows Washington DC in the Triskelion where S.H.I.E.L.D. Agents are working in every department, training in combat, performing experiments, and Intelligence communicating with Helicarriers stationed thousands of feet above the city, monitoring activity from across the country and adjusting their onboard weapons accordingly.

Captain America is then seen suddenly barging into Director Nick Fury's office asking him where he gets off putting people's lives at stake for intel. Director Fury asks what he did to deserve this and Captain America explains Batroc the Leaper, he was told it was a rescue mission but Fury responds it was, and then some. Steve just sighs and Nick tells him to listen, S.H.I.E.L.D. 's scope is bigger than he could even explain, and he's gotta keep both eyes open just so the world stays spinning. Captain America then asks when it got so complicated only for Nick to ask if it ever wasn't, he read the files, the "greatest generation" weren't always so nice.

He then tells Steve how it's been a long day, asking why he doesn't take the night off, live a little. Captain America insists if he says so, but don't think he's comfortable with any of this funny business only for Director Fury to respond he doesn't have to be, that's why he's here. Once Captain America leaves, Director Fury then makes his way into a much smaller office next to his where his Secretary Agent John Bronson is deep in focus writing with a technologically advanced monocle over his eye that he uses to look up and read information on its small screen.

Director Fury asks Agent Bronson how's the script doctoring. Bronson says he’s just polishing the final touches, reading it out loud, "...and it is for that reason I cannot accept the Nobel Peace Prize from you all today, for peace is not an achievement but a responsibility." Fury says that's good, it'll go over well with the Council, they're still not super comfortable giving him an award for the Battle of New York. Agent Bronson prints out the script before handing it to him and tells Fury to memorize this, he'll get in contact with the Algerian coast guard, make their latest shindig go away.

Later, Steve is seen entering a retirement home where he asks the nurse how she's doing and the nurse assures him she's having a really good day, especially when they told her he was coming. Being led into the room he sees an elderly, bedridden, Peggy Carter as it cuts to Steve then sitting beside her. Peggy asks if he saw the September 11th attacks yet and Steve insists he did, was horrible, only for Peggy to say how she was supposed to retire that year. The world's changed so much, she wishes he should've been there.

He then solemnly tells her that he does too until Peggy starts coughing and just as Steve is about to help her Peggy calms down before looking at him with tears in her eyes, overwhelmed with joy that he's back, having completely forgotten their entire conversation. Steve just smiles telling her that he couldn't leave his best girl behind, not while he still owes her a dance. Outside the retirement home, Steve walks back into his car with a somber look on his face until he suddenly starts to break down, crying. Forcing himself from becoming hysterical, he then calls Sam Wilson saying that he needs to talk.

Outside on the grass, Steve and Sam are next to a tree while Steve explains he never gets emotional. Some of the S.H.I.E.L.D. shrinks don't even think it's possible for him to be compromised like that, the serum made his mind as strong as his body. Sam insists they all have triggers, Super Soldier or not, it's part of being human, of feeling. Steve responds saying he never talked about his,  and he's too afraid to ask at this point. Sam chuckles before telling him he doesn't talk about it much, but he lost a friend, Jack.

Sam continues how they were Pararescue for the 58th squadron, and they were good at it. There was this new tech being shipped out, a winged jetpack suit called the EXO-7 Falcon. He and Jack used it a couple times, flew like a dream, he then starts to choke up saying but there were still bugs they had to work out, big ones. Suits were put into storage and the project was forgotten, still there, but ain't no way he was touching it again. Steve says that he's sorry, he lost more friends than he can count in the war. Sam tells him that he thinks he knows what they both need, a trip down memory lane, to remember the good times, not the bad.

Visiting the Smithsonian Museum, Steve and Sam explore the World War II exhibit coming across attractions for Captain America and the Howling Commandos. Sam starts to get excited reading the descriptions and hearing the narration while Steve just goes along, eventually being quietly recognized by a nearby child, responding to their awe with only a shush gesture. Eventually, they come across the tribute to Bucky Barnes, the narration saying how he and Steve Rogers were friends since childhood until Bucky's tragic death just before the war's end. Sam realizes this is him and Steve confirms with a yeah.

At the Triskelion, Agent Bronson is in his office working with his eye piece, going through the most recent files added to the Director's archives until suddenly finding a folder called The Winter Soldier. Bronson selects it and when he sees everything inside makes a concerned look on his face. It then shows Black Widow talking with Hawkeye, showing her pictures of an ultrasound on his phone before saying that they’re waiting to find out the gender, if it’s a girl, they’re gonna name her Natasha.

Black Widow tells Clint he doesn’t have to do that but Hawkeye tells Natasha that nobody remembers the Red Room, she’s a hero, and any little girl is going to be honored to have her name. Before she can respond, Agent Bronson bluntly interrupts their conversation asking if they know where Director Fury is right now and Black Widow just stares at him blankly until asking who he is, politely introducing himself as Agent John Bronson, he's Secretary Director, they've met before.

Hawkeye quietly confirms to her they did, many times, only for Black Widow to insist of course, finally answering that he's in the lounge. There, Nick Fury is busy going through a list of names on a tablet until Bronson gently sits next to him, affirming that he didn't give up on the Winter Soldier, Fury shutting the tablet off before responding with no stone left unturned. Bronson insists it was McCarthyist propaganda, he isn't real. Fury responds that he’d knew he’d say this, explaining how he doesn’t think the Winter Soldier was connected to the Soviets, he’s working for someone else, someone a lot bigger and more dangerous. Another terrorist group that's been under their noses this whole time, only thing they know about them for sure is their name, Hydra.

Bronson claims without solid proof he’s not going to be able to convince anyone but Fury responds that’s why he’s trying to get it, he was always going to be the first to know once it’s all put together. Bronson insists he's just making sure they've focusing on what matters. Nick says he appreciates his advice but this is a chance he can't afford not to take. That they're lucky S.H.I.E.L.D. is big enough they can afford to search some dead ends. Nick later is shown to be driving an SUV where he calls Agent Maria Hill while she's in the middle of interrogating Batroc. She answers instantly telling him that they're not getting anything they don't already know but Fury claims how the flashdrive of his ship would beg to differ.

Agent Hill insists if he thinks it's so easy he can come do her job and Nick claims he just might until his SUV suddenly gets knocked off the road. Disoriented, Fury then sees someone outside who begins aggressively punching at his window nearly breaking through the plexiglass with each punch until it finally shatters but Nick successfully reboots the engine before driving off. Maria Hill, still on the other line, keeps asking what happened and Fury finally picks up his bluetooth telling her to get to DC now.

Someone wants him dead and he thinks he knows who... before he can finish the camera shows under his SUV a magnetic bomb attaches and blows it upside down. The Winter Soldier slowly begins walking over to the flipped vehicle until Fury pulls out a Mouse Hole that he uses to carve his way through the pavement and escape. Meanwhile, that night, Steve puts a record on in his apartment while he cleans his Shield. Eventually, seeing someone stalking him out the window but once they realize they've been seen hastily leave. Steve quickly rushes after them, jumping out the window and chasing them until he finally gets close enough to throw his shield.

Just as it's about to make impact the mysterious man is revealed to be the Winter Soldier, who grabs the shield mid-flight, locking gazes with Steve before violently throwing the shield back at him and escaping. The next day at the Triskelion, Captain America is now fully in uniform where he walks in and sees the lobby is bustling with activity. Hawkeye calls out to him and Steve asks what's going on here, Hawkeye then gets confused nobody told him and Steve insists he was up all night chasing a hitman outside his apartment. Hawkeye tells him how someone whacked Fury last night, he's missing, Steve muttering same hitman and Hawkeye says how he needs to tell Agent Bronson if he knows something and Steve wonders who that is.

Act 2[]

Cutting to the Director's office, John Bronson tells Captain America how it's a common misconception that the Deputy Director is the next in line if the Director goes AWOL, but it's actually the Secretary Director, citing S.H.I.E.L.D. handbook chapter 8 section 16 addendum 2. Captain America asks what they’re doing to find Fury and Bronson responds Helicarriers are scanning the globe for any signs of him, if he's on Earth they'll find him. Captain America wonders what about the assassin, he's still out there and Bronson insists they're looking into it as they speak. He's sure this assassin, whoever he may be, if he's involved in all this will be brought to justice soon enough, and if worse comes to worse about Nick, they'll be seeing each other a lot more. Captain America then says in that case he looks forward to more missions with him, in either circumstance, both of them shaking hands.

Captain America is then seen walking into the elevator until a squad of Agents instantly follow him inside. He stands with them quietly as the elevator goes down further and stops, opening to let more Agents in, going down again until stopping, even more entering. Noticing the sweat on their faces and the shaking of their palms, he starts getting uncomfortable before one of the Agents whispers "Hail Hydra" pressing the emergency stop button as they all start attacking Captain America, trying to place a power dampening collar around his neck. Captain America though is able to use his superhuman strength to resist them and manages to beat every single Agent in the elevator, pushing the emergency stop button off triumphantly as the elevator resumes its descent.

After he leaves Steve notices mass panic going on while more Agents begin attacking him. He fights them off until running into Agent Sitwell, telling him that S.H.I.E.L.D.'s been compromised, they need to get out of here. Sitwell goes along with it until Steve starts going for the door and Sitwell pulls out a gun saying "Hail Hydra!" until Steve is able to quickly knock the gun out of his hand before he can pull the trigger. Finding himself now surrounded on all sides by S.H.I.E.L.D. Agents he jumps out the window, breaking the fall with his shield before trying to escape the compound from the outside. More Agents and even a quinjet try to stop him but Captain America is able to subdue them all, throwing his shield to break the quinjet's wings to take it down.

Once Captain America finally makes it away from the Triskelion and into the city, he hides and desperately looks around before seeing a fashion mall. Inside, after stealing a pair of clothes as a disguise he looks at himself in the mirror until suddenly seeing Black Widow standing behind him. He subtly forces her into a private dressing room while she keeps whispering to him that she's not Hydra! Finally telling him how they need each other! Steve asks why he should trust her, not a big leap to assume the ex-Russian spy would jump ship but Black Widow just shows him her phone, saying it's everything she and Fury had, including the flashdrive.

She and Steve look over it seeing multiple documents while Black Widow explains Hydra was created after World War II as a secret political alliance between a small group of Nazis and Soviets who found common ground in the idea that humanity couldn't be trusted with its own freedom. They've been festering inside S.H.I.E.L.D. since day one, spies, but not just after info, in it for the long haul. Steve clarifies Bronson he's... but Black Widow interrupts his name probably isn't even John Bronson, they think he’s Wolfgang von Strucker, the Baron of Hydra, direct descent of the Nazi ruling family, they haven’t been able to put a face to the name, but where there’s smoke there’s fire.

Not knowing what to say Steve quietly listens and Black Widow continues that Hydra has a weapon, the assassin that went after Fury, most of the international community doesn't think he exists, the ones that do call him the Winter Soldier, responsible for over two dozen assassinations in the last fifty years. She adds on that she saw him once, protecting a dirty police chief in Volgograd for the Red Room. Their tires got shot, they crashed but she pulled him out, not a second after getting in view Winter Soldier snipes him, right through her, Black Widow pulling up her shirt to show the scar.

It then cuts to them walking through the mall, attempting to be casual, while Steve asks where are they headed, insisting he can't exactly go back to his apartment. Black Widow tells him that S.H.I.E.L.D. has the means to access just about every camera in the country, but they still have an image to uphold that Hydra will need to take time to dismantle. There's a waiting period to find other loyalists and formulate a plan, she just needs a computer, the two of them then going into the Apple Store. There, they use one of the on display computers to begin checking the status of all local S.H.I.E.L.D. facilities.

She realizes the Treehouse, the Hub, the Playground, the Sandbox, and the three Academies are overtaken by Hydra, saying how her best bet is an encrypted distress signal for any other S.H.I.E.L.D. Agents out there. Soon after, a store employee comes up to them and asks if they need any help. Black Widow fabricates a lie that she and Steve are getting married and looking for honeymoon destinations. The employee asks where they're going while Steve stammers for an answer until looking at the computer of where the signal is traveling all over the East Coast, telling him New Jersey. Confused, the employee asks what's there but Black Widow tells Steve they need to go, politely telling the employee bye as she drags him out.

Outside the store, Black Widow says now they just have to wait, asking if Steve knows anywhere for them to lay low and he responds he's got a friend, he trusts him. Suddenly, they see a group of Hydra Agents on the lookout for them and have to navigate through the mall trying to avoid them. They then make it onto the escalator going down but see a squad of Agents on the adjacent one going up. Realizing they can't avoid them, Black Widow tells Captain America to kiss her, he becomes flustered but Black Widow explains public displays of affection make people very uncomfortable. Steve stutters, insisting he can't but seeing the Agents get closer Black Widow groans before pulling Steve over and kissing him, the Agents overlooking them because of it.

Back at the Triskelion, the deceased corpses of S.H.I.E.L.D. Agents are being dragged away while debris is being cleaned up and the S.H.I.E.L.D. insignias are already being painted over. Culminating with the large eagle icon in the lobby being torn down as Baron von Strucker watches. Meanwhile, driving a car through the city, Black Widow asks Captain America where he learned to hijack a car only for him to correct that they're borrowing it. She then bluntly wonders if she can ask him something, claiming he doesn't have to answer but by not answering it he'll kind of be answering it. He demands to know what and Black Widow finally asks if he's a virgin.

Steve doesn't say anything and Black Widow chuckles before asking really, all those showgirls, Agent Carter, and nothing. He clarifies that it just never felt right, they had a war to win, so that's all he put his mind towards. Black Widow insists it didn't need to stay that way, asking how long has it been since he was thawed but Steve clarifies it's not exactly easy to find someone he shares life experience with. Black Widow tells him that shouldn't stop him, just make something up and he asks like she would, Black Widow playfully acting offended before telling him that hurts, adding on she didn't think he had it in him. Steve then apologizes but Black Widow insists not to, it's refreshing actually. They then pull up to a driveway before it cuts to them knocking on the door only for it to be answered by Sam Wilson.

Later, at a podium overlooking the press, Baron von Strucker is telling them how they probably don't know who he is, and that's for a good reason. Admitting he was never good at public speaking like his friend Nick, heart disease is a silent killer, but just like a Hydra cut off one head, two more grow in its place. He then says that his name is John Bronson and under his Directorship they’re going to be better than they’ve ever been, more equipped to deal with this constantly changing world they've found themselves in.

Which is why they can't be a shield anymore, because safety, it's not just protection, it's about putting these supervillains back in their holes before they even step outside. Behind him a large flag then drops revealing the Hydra insignia as he tells them being a monster to fight a monster, finally announcing welcome to Hydra before being met with an avalanche of over talking questions from the press. At Sam's house the next day, they're all watching on the television Baron von Strucker's speech. Sam wonders so what now, they live in a post-democratic world.

Captain America says they just need to find a way to get the truth out there, if everyone knows what Hydra really is they'll have to go underground again. Black Widow then drops some pictures of Agent Sitwell, explaining how this is Virginia, Sitwell's sweet talking Senator Boynton, no doubt something to do with signing off on Strucker's proposal, if they can get to him before he’s back in the Triskelion it might be their one chance to get someone on the inside talking. Sam asks if his nephew responded to her encryption yet but Black Widow tells him nobody has, they gotta do this on their own. Sam afterwards telling her he'll be able to help, cutting to a Military storage unit where Sam pulls a tarp off of a large metallic jetpack with wings attached.

In the Triskelion, Baron von Strucker is speaking to holograms of the United Nations Security Council who argue with him that it was incredibly unprofessional to do this without their consent. Strucker apologizes but argues people need action now, not three months from now. They ask him what his plans are for Hydra that couldn't be done under S.H.I.E.L.D. and Strucker confirms exactly what he told the public, they're gonna use their tech to do exactly what it's capable of, clarifying that obviously restraint has its justifications, but they're bleeding, and if the world doesn't have the right to self defense he asks then who does.

The Council responds there are inalienable rights that exist even in times of crisis. Other council members though argue that there are always limits, each side going back and forth only for Strucker to claim it's clear there's still a debate to be had, suggesting why not come to DC and discuss this person, let him show them what he's doing. Both sides of the Council express agreement in his suggestion before hanging up as Baron von Strucker then immediately leaves the Director’s Office. Working on his eye piece and giving orders to his Hydra subordinates only to then enter a room with the lights off where the Winter Soldier is waiting for him, his face shrouded by darkness, Strucker thanking him for coming.

In Richmond Virginia, Agent Sitwell is chatting with Senator Boynton until they both whisper "Hail Hydra" to each other before going their separate ways. Sitwell afterwards gets a call and picks it up only to hear Sam Wilson on the other end of the line, who points a sniper dot on him and tells Sitwell to do exactly as he says. Doing as told, it cuts to him being interrogated by Black Widow and Captain America on a rooftop but him refusing to say anything. Aggressively, Natasha pushes Sitwell off the roof and Sam in his Falcon suit flies and picks him up, dropping Sitwell back on the roof with no physical harm done.

Terrified, he confesses that they're luring in the UN Security Council and then they're gonna kill them all. Captain America demands to know what happens once they're dead and Sitwell explains they forge their support, Hydra takes control of the media, they start wiping out dissidents, anyone their algorithm thinks could be a threat, the Avengers, President Ellis, Frank Castle, you name it. Steve says people are gonna know something's up, they'll rebel but Sitwell insists no they won't! Nobody cares, "Cap", asking where he thinks S.H.I.E.L.D. got their guns from, they want this whether they know it or not.

Captain America angrily grabs him before saying not all of them as it cuts to the inside of their car driving on the highway. Black Widow asks Agent Sitwell if he still has access codes to the Triskelion and responds that they're insane if they think they can penetrate the most secure building on the planet. Captain America says they're not just going to sit here and let Hydra execute millions of people, Sam adding on besides, they have him. Shortly after the Winter Soldier suddenly jumps onto their car and throws Sitwell into oncoming traffic before attacking everyone else. Sam then crashes, spreading everyone out as the Winter Soldier and back up Hydra Agents start pursuing them.

Black Widow and Captain America both start defending themselves against Hydra only for the Winter Soldier to start shooting missiles to blow them below the highway. Jumping down he isn’t able to find where Black Widow or Captain America went. Quietly searching, a camouflaged Black Widow finds and goes toe to toe with him only to get badly beaten, Captain America then jumping out and continuing the fight where she left off. The two of them are much more closely matched as Steve manages to knock the Winter Soldier's cowl off with his shield, revealing him to be none other than Bucky Barnes.

In shock, Captain America stops fighting and says "Bucky?" only for the Winter Soldier to keep attacking him, unaffected. The Falcon soon after flies in and with their combined abilities, he along with Captain America and Black Widow stop the Winter Soldier, only to be arrested and detained by more Hydra Agents. While they're all being taken to custody in the back of an armored truck, one of the "Agents" knocks out her colleagues and reveals herself to be Maria Hill undercover. Telling them she got their encryption, insisting not to make it so hard to solve next time. Black Widow tells her she came up with it on a display Macbook and Sam claims what Natasha means to say is thank you for saving our asses. Maria then tells them no problem and takes over driving. Captain America asks where they're headed and Hill says to Fury.

At the Triskelion, the Winter Soldier is walking to Baron von Strucker's office, everyone hastily moving out of his way, until he gets inside interrupting Strucker in the middle of working on his eye piece. He instantly stops what he's doing and says if it isn't his Winter Soldier only for him to then ask who the hell is Bucky, Strucker's face instantly turning until asking where he heard that name. The truck hijacked by Maria Hill is then seen pulling up at Camp Lehigh, Hill explaining this is where they've been stationed, Hydra's taken everything else, back to basics. Everyone slowly gets out as Captain America looks around, muttering hasn't changed a bit. They all go inside until Hill leads them downstairs to where Nick Fury is busy working.

Captain America asks if he was here this whole time and Fury simply states couldn't trust anyone. But now he thinks it's time they got to really know each other, Phil Coulson then emerging from the shadows much to everyone's shock as Steve mutters "Phil!" before rushing over to hug him. He then claims he doesn't understand, he... he died and Coulson explains he did, but then S.H.I.E.L.D. brought him back to life through something called Project Deathlok, all his dead tissue replaced with electronics weaved into the major muscle groups, they think Hydra did the same thing to the Winter Soldier. While they catch up more Black Widow gently goes over to Nick Fury and asks him if he's heard anything from Clint only for Fury to solemnly shake his head.

Act 3[]

Deep in the barracks of the Triskelion, the Winter Soldier is being given intense electroshock therapy. Ignoring his screams of pain, Baron von Strucker tells the doctor that he thought he was a blank slate but the doctor replies they thought he was too, there's no precedent for this, the procedure affects everyone differently. The fact they haven't had a break in over seventy years is nothing but pure lack. Strucker then demands they stop, let him talk to them. Baron von Strucker afterwards approaches the Winter Soldier before telling him this is scary, "isn't it?" The Winter Soldier doesn't respond but Strucker continues that everyone is going through what he is.

Pleading to him that they can change that, they can control the chaos, but he just needs to do one more mission, then it'll all make sense. The Winter Soldier still says nothing and Strucker makes a sigh of frustration before saying everything they've done together is just as much a part of him as anything he thinks he's feeling, don't throw it away because he thinks he remembers something. Being met with only more silence, Baron von Strucker starts to walk away and tells the doctors to zap him a few more times, then get him ready. Cutting back to Camp Lehigh, Captain America is standing by himself outside until Black Widow joins him.

She asks if he's thinking about him and Steve replies how could he not, he was his best friend, and how he’s alive, and Hydra, doesn’t even remember him. Black Widow insists she might be in the same boat, he wonders how so and she says Hawkeye's been MIA since the uprising. Either they killed him or... her voice quivers before saying he's like Bucky. They both stand in silence until Black Widow continues on that she was an assassin for one of the most evil places on Earth, Clint pulled her out of that darkness, if he was just leading her into another cave this whole time, she doesn't say anything else. Listening to her words, Captain America finally says nobody should have to do that alone, insisting let’s make sure they don’t as it then shows them inside coordinating with everyone else.

Agent Maria Hill explains through a voice over that their best bet is to take control of a Helicarrier, showing multiple Helicarriers kept inside storage before the ceiling opens and they slowly make their ascent above Washington DC. Inside, showing Hydra Agents all working in the control room until Hill voice overs again, the easiest way to do that is to replace the motherboard with a corrupted duplicate, but someone will have to be inside to do it. Showing the remaining S.H.I.E.L.D. Agents working in hideouts all over the country, including Coulson and his team, while she continues that'll leave the Triskelion vulnerable to a surprise attack.

Hill voice overs again while they're all dealing with the big guns someone else is going to have to sneak in through the backdoor to save the council, at the same time showing the Security Council arriving in Washington DC on private jet while Baron von Strucker uses his eye piece as a mirror to look over himself rehearsing what he's going to say. Sam Wilson asks what backdoor and Fury explains always made sure the top floor had a few fail safes, just in case. The UN Security Council are then seen arriving at the Triskelion and Hill finishes if this can all go off without a hitch, they've got a chance again.

The Council are all off put by the Hydra insignias and unfriendly Agents, until being suddenly politely escorted by Strucker amongst them all. At the same time, Falcon is seen flying with Captain America on his back up to one of the Helicarriers. The onboard turrets start shooting at them and Steve asks if he's sure he can handle this only for Sam to insist these were his training exercises. Eventually landing them on the tarmac as Captain America fights off the opposing Hydra Agents and Falcon does the same. In the Director's Office in the Triskelion, Baron von Strucker is with the entire UN Security Council proclaiming that he wants to tell them a story.

Going on about back when he was in Bogota with the Peace Corps, he always had this big backpack he carried with him. Every time, no matter where he went someone would ask him what's inside, every time. Insisting for them to see, they were stationed in this small little town where everyone knew everyone, and he just thought they were friendly, or something else. So after a while he started showing them, a medical kit, some water bottles, and a loaded semi-automatic. Finishing off that nothing ever happened to him because he never trusted anyone enough to let it. That's something he and Nick Fury agreed on even when they were running S.H.I.E.L.D.

Pamela Hawley says how that sounds like a cold world only for Strucker to respond it's also a safe one. Albert Malick afterwards claims he thinks this makes sense, they need modern solutions to modern problems. Jakuna Singh says he for one will reiterate what he said in their last call, this is antithetical to everything they stand for, he votes no. Douglas Rockwell says hear hear, voting no too. Malick insists he votes yes and Chao Yen claims he's put much thought into this, but he must vote no as well, this has far too much potential to be abused. Speaking up again, Hawley votes no. Disappointed, Baron von Strucker says he thought it would come to this, thanking Albert for his support, his open mindedness might’ve just saved his life.

Strucker then uses his eye piece to activate machine guns built into the corners of the office and nearly turns them on to shoot the council until they suddenly start getting miraculously destroyed. He has his eye piece then call in security who start to get brutally beaten and poisoned until Black Widow uncamouflages. Clearly angered by her presence, the office doors behind him also start to open as Nick Fury walks in, Strucker muttering he should've known he went down too easy only for Nick to say it's good to see him again, "Wolfgang". Suddenly, Black Widow gets hit with a trick arrow that ties her with ropes only for Hawkeye to emerge, everyone looking at him in shock while Nick asks him too only for Hawkeye to claim Hail Hydra.

Back on the Helicarrier, Falcon is engaging with the turrets and Hydra quinjets until he feels himself get shot out of the sky and losing control due to a snipe from the Winter Soldier. Sam quickly calls Captain America on his com as he traverses through the interior of the Helicarrier, telling him the Winter Soldier's here, he just hit him he's in a tailspin. Captain America tells him he's already inside, just get down to the 60th floor and help the rest. Falcon wonders how he's supposed to find that, they're not written on the outside and Captain America tries to talk him through it until making it to the control room and coming face to face with the Winter Soldier, hanging up his com on Falcon once they see each other.

Captain America reminds Bucky how people are going to die, begging him not to make him do this but the Winter Soldier is ambivalent to his pleas and they begin to fight. Falcon meanwhile finds a window and rushes in, only to then see himself surrounded by Hydra Agents, rolling his eyes as he gets up and starts defending himself, using his wings as shields and melee weapons. On the next floor, Baron von Strucker argues with Nick Fury that they should be on the same side, even his little protege, the camera cutting to Hawkeye, could see that.

Fury insists that he trusted him because he thought he understood how to keep the world safe without losing it but Strucker pleads not to give him that sentimental horseshit, Helicarrier Surveillance weren't his idea, neither was Project Deathlok, or anything else he's neglected to tell all these people he pretends to care so much about. In the Helicarrier control room again, Captain America continues to fight, trying at every chance to replace the motherboard only to be constantly stopped.

Nonetheless, through persistent effort Captain America is eventually able to do it as the turrets begin to turn around and fire against the other Helicarrier, the Hydra Agents onboard trying to stop it but noticing they're locked out. Looking out the office window, they all see what's happening, Fury muttering he knew he could do it, "Cap" and while Baron von Strucker is distracted looking too Hawkeye quickly shoots the rest of the Hydra Agents and an arrow directly into Strucker's chest, causing him to drop to the ground and bleed out, his eye piece falling out and shattering on impact. He then runs to start untying Black Widow while she smiles telling him "nice one" only for Hawkeye to insist she taught him a few things.

Nick Fury afterwards gets on his com and tells Hill to bring them in, Agent Hill at Camp Lehigh giving the signal as quinjets loyal to S.H.I.E.L.D. start flying out and siege the Triskelion, Falcon cheering as he sees them in the middle of still fighting Hydra Agents. Back in the Director's Office, while Black Widow brings the Security Council to safety, Fury pulls up a hologram and starts to access all of S.H.I.E.L.D.'s files until Hawkeye asks if he's sure and Fury just tells him that it all comes out. Hawkeye points out he's not Director anymore, he doesn't have clearance but Fury laughs telling him he’s gotta keep both eyes open, Nick pulling up his eye patch and using his disfigured eye as a retinal scan, releasing all the files.

On the now crumbling Helicarrier, the Winter Soldier and Captain America are still fighting until Captain America tells Bucky he's not going to fight him, he knows him, he's known him his whole life. The Winter Soldier scream no he doesn't as he tackles him to the ground and starts brutally punching him, Steve still just reminding him that his name is James Buchanan Barnes, he's a soldier of the 107th Infantry, a Howling Commando, a two time boxing champion, his sister's name is Rikki, and he's his best friend. Hearing that last part he stops punching and stares at him, frozen, the Helicarrier shortly after getting taken down by Hydra as it completely falls apart and Captain America lands in the river, swimming to shore before calling out for Bucky but getting no response.

Weeks later, the Triskelion is still used despite not being fully rebuilt from the attack, the Hydra Insignias have been covered and hastily painted over, but not replaced yet. Black Widow and Hawkeye are together, busy training at the shooting range, Hawkeye with his arrows and Black Widow with her guns. In the Director's Office, Maria Hill is talking to holograms of the UN Security Council minus Albert Malick, who unanimously vote to instate Maria Hill as acting Director of S.H.I.E.L.D. She thanks them for the opportunity, insisting she has a lot of work to do finding Fury, Hydra, they stole a lot of classified materials from the Fridge. This is going a joint effort to which will requite meeting a lot more than they used to, the Council claiming that was always their plan.

She then hangs up while Nick Fury stands in the far end of the room, now dressed in civilian clothes, asking where she's going to look first. Hill responds probably just a barebones sweep of the continent, they'll forget about him once the news cycle does, bigger fish to fry. Fury wishes her good luck as they both hug and it cuts to Captain America, his face still bruised, standing alongside Sam over Bucky's gravestone. Steve insists that he's still out there, he doesn't know if he can fix it, but he'll be damned if he doesn't try. Sam then asks wants to do in the meantime and Steve asks what he means by that, Sam clarifying he's spent all of his time just reading up on the last seventy years, but there's not going to be much left to learn after this. He can do whatever he wants, asking what makes him happy, and Steve just smiles before saying "Well..."

End Credits[]

Teasing Avengers: The Ultron Imperative

In an Eastern European castle, Albert Malick recognizes he's the new Baron... the camera panning to who he's talking to who says Zemo, Heinrich Zemo. Malick says then he must apologize for the decrepit conditions, it's one of the only places on Earth S.H.I.E.L.D. hasn't sunken its talons into yet. Zemo insists it's to be expected, Strucker might've been a revolutionary, but he always thought he was soft. Leading them forward as he assures him Hydra will rise again, cut off one head, two more shall take its place, stopping once they reach a container that's revealed to house the Ten Rings.

Trivia[]

  • The film connects heavily to the events of the second season for the FOX television series Agents of S.H.I.E.L.D. continuing off its plot line of unraveling Hydra, Agent Coulson's resurrection through Project Deathlok, and even shows the main cast while doing a montage of the remains of S.H.I.E.L.D., though they're uncredited due to it being archival footage.
  • The electromagnetic wrist plates on Steve's forearm to instantly retrieve his shield is a notorious tool used by the Ultimate Captain America.
  • Sam Wilson's late pararescue partner, Jack, is named after Jack Monroe a successor to Bucky Barnes in the mainstream universe.
  • Baron von Strucker's monocle in the comics has no abilities, instead his weapon of choice is a glove called the Satan's Claw which grants its user superhuman strength.
  • Falcon, before becoming a superhero in the comics, worked as a hitman for the mob before being redeemed by Captain America.
  • The Winter Soldier having a mechanical arm is a result of the events of the first Captain America where Bucky fell off a train to his apparent death after losing the arm he was using to support himself.
  • Hawkeye pretending to be an Agent of Hydra is a nod to Black Widow previously pretending to have betrayed him for the Red Room during the events of Black Widow and Hawkeye. It's also a reference to Hawkeye originally being a villain in the comics.
  • When Agent Sitwell is being interrogated by Captain America he mentions one of the targets Hydra wished to terminate was a man named Frank Castle the comic book identity of the Punisher. When asked if this was proof the MCU had plans for the Punisher Directors Joe and Anthony Russo both claimed it would be a "spoiler" to tell them anything.
  • Sam Wilson references having a nephew who works with S.H.I.E.L.D., a reference to Jim Wilson who was an Agent of S.H.I.E.L.D. in The Incredible Hulk 2.
  • Captain America says how Bucky had a sister named Rikki, this is a reference to the comic character Rikki Barnes who is a genderbent version of Bucky Barnes from an alternate universe.
  • Senator Boynton is the same politician who worked alongside Justin Hammer and scrutinized Tony Stark in Iron Man 2.
  • Albert Malick, in the comics, is the real name of the second Red Skull who works for the Soviet Union.
  • In the end credits, Hydra is revealed to both now be led by Baron Heinrich Zemo, a notorious enemy of Captain America and the Avengers from the comics who founded the original Masters of Evil, and to have taken the Mandarin's Ten Rings originally acquired during the events of Iron Man 3 from S.H.I.E.L.D. custody.
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