This film was outstanding! I really didn't care for the first one all that much but liked the Captain America character portrayed in the Avengers. It's interesting to me to see how much impact changing the director can have. I've never been a huge fan of Joe Johnston (Jumanji/Jurassic Park 3) who directed the first one. This movie has a whole different tone to it and was just well executed start to finish. In my opinion, this was one of the best Marvel movies and in some ways better than Avengers. Felt Christopher Nolanesque at points as well. The fight scenes were superbly choreographed, and the acting is very solid. I thought Black Widow was by far better in this than Iron Man 2 or Avengers. Do yourself a favor and go see this. It will not disappoint.