"Captain America: The Winter Soldier" is not only the best Phase Two Marvel Movie but it is also in the ranks with "The Dark Knight" in terms of storytelling, directing, and acting. Oh, it is also one hell of a ride that is loads of fun. This movie has everything and nails every promise it made to give the title character the movie he deserved.

"Winter Solider' takes the approach of a conspiracy thriller and boy does it work. If you took the superheroes out of the picture, it still would have held up as an superbly written thriller. Joe Johnston has stepped down from the director's chair and the reigns have been given to Anthony and Joe Russo. The directors, who mostly did comedies, including directing a few episodes of "Community", seemed like an odd choice to take over an action film. While the film does have its moments of humor, it is quite serious. The Russos are more concerned about making the conspiracy plot work than gathering up a belly of laughs. It is not to say the picture isn't funny though. Their comedy background does help in giving light to the dark places this film goes.

Steve, who is Captain America when he is not kicking ass with that incredibly cool shield, lives the present day and is still learning about the years he has missed. He even has a checklist of things he must find out about when he has time for himself. When Nick Fury gets into a pickle, Steve is called to home base to talk to S.H.I.E.L.D. senior officer Alexander Pierce. Steve won't divulge what Fury told him at their last meeting and Pierce warns him that he will get the information no matter what. After this meeting Steve is labeled a fugitive and a person of interest. Along with Natasha Romanoff/Black Widow and newcomer Sam Wilson, who later becomes Falcon, they try to go deeper with the information they have obtained.

That is a very brief rundown of the plot that contains many twists and turns. It does go a lot deeper and is a lot more interesting than that but half the fun of this film is experiencing it. The film is expertly paced and is quite interesting. As in 2005's "Batman Begins" the film is as interesting between action set pieces as it is when Falcon soars in the sky, with his mechanical wings, out running a number of heat seeking missiles. The plot in this thing is the best of any Marvel film to date. It is an intriguing puzzle that never acts like it is above the audience and forgets it is a comic book film.

A strong element in this film is the acting. Chris Evans, who was good in the original and "The Avengers" goes leagues beyond anything he did in those two movies here. Hell, this maybe his greatest role yet. Steve is a man who is starting to question his role, not only in S.H.I.E.L.D., but the world. His wide eyed innocence about the rules and how people like him are supposed to protect the world starts to crumble when he learns the shady dealings of the people he works underneath. He has grown into this role and made it his own as much as Bale did with Batman or Downey Jr. has with Iron Man. Steve is a fully fleshed out character that breaths and feels alive outside of the kick ass action scenes. Scarlett Johansson and Anthony Mackie, who is plays Wilson/Falcon as a great admirer of Steve and is willing to risk everything to fight by his side, are great here too. Though they aren't as fleshed out as the title character, they do add to their characters quite a bit. Mackie as you can say "earns his wings" to be part of this epic universe. The real treat here is seeing the legendary Robert Redford play in a comic book movie. His performance is as serious and well played as any of the conspiracy thrillers he has been in during his career. It works extremely well and it looks like he has a blast doing it.

What about "The Winter Solider"? Who is he and how does the Russos handle the character? The character doesn't say much at first but still comes off as deadly and dangerous. The Russos handle his scenes with brilliant care. The music and suspense are built up perfectly whenever he is on screen. You can feel the fear this man projects from being an unstoppable force. He is as dangerous as Steve because he has been enhanced to fight. Sebastian Stan plays this role as if Javier Bardem's, Anton Chigurh, from 2007's "No Country for Old Men", was dropped in a comic book universe. He is just an unstoppable killing machine with zero empathy. While Stan's Winter Solider is that way through brain washing, unlike naturally twisted Chigurh, he is still a frightening.

The action set pieces in the film are a marvel to experience. While the big set pieces, especially the ending battle, do flow nicely, it is the smaller battles that are just as impressive. Evans not only sells the emotional part of the character but the physical part as well. Captain America is fast, brutal, and expertly skilled at every type of skill a soldier, like him, would need in battle. One thing that many don't have is that shield. The shield really does shine in this film. The way it is incorporated into the battle scenes would make the coldest of men smile. You feel like a kid grinning ear to ear whenever Steve uses the shield as a weapon.

Steve's own personal story will continue from this film, even after the next "Avengers" installment, and if it is half of what this one was we are in for the treat.