Directed with the sure hands of brothers Anthony and Joe Russo (TV's Community) from an excellent screenplay by Christopher Markus and Stephen McFeely, Captain America: The Winter Soldier is easily the best of the stand alone Marvel films and a thrilling action film full of big surprises and twists with far reaching consequences. A superior sequel like X Men 2 and The Dark Knight, it raises the stakes of good story telling and intricate plotting of comic book adaptations in the guise of a political thriller.

Steve Rogers AKA Captain America (Chris Evans) continues his adjustment to 21st century life after his thaw from the deep freeze (in Captain America: The First Avenger) and befriends a fellow veteran, Sam Wilson (Anthony Mackie). On a typical mission for S.H.I.E.L.D., Cap and Black Widow (Scarlett Johansson) lead a team of agents to rescue a pirated ship which turns up an interesting bit of information. Meanwhile, as S.H.I.E.L.D. readies the major launch of a defense system in Washington, D.C., there are growing concerns expressed by boss Nick Fury (Samuel L. Jackson) to his superior, Alexander Pierce (Robert Redford). As suspicions multiply, all hell breaks loose when there is an assassination attempt on one of S.H.I.E.L.D.'s own. The conspiracy leads Captain America to a confrontation with a mysterious, formidable figure, The Winter Soldier (Sebastian Stan), whose strength and skills are extraordinary. With only a small circle of comrades, everything Cap has come to value comes crashing down. Loyalties are tested and just who will survive a major shift in the world order is just the beginning of an insidious plot.

For fans of Cap, these are grand times as the filmmakers have chosen a major story arc (The Winter Soldier) from his comic annals and incorporated Silver Age characters, e.g. The Falcon (Mackie) and Batroc. Recently, super hero films have chosen to bend the rules and take chances with tradition. This film goes much further than any previous Marvel adaptation. It features a good mystery, topical subject matter on individual privacy, and significant plot twists so much so that it is essential for the viewer to watch them unfold without any spoilers. The smart script contains witty lines amid a pervasive feeling of mistrust and paranoia. When Cap responds to Fury's state of the art weaponry to combat threats and says, "This isn't freedom. This is fear," it sums up the theme of the story. Think of this as homage to 1970s conspiracy classics like Three Days of the Condor, The Parallax View, and Marathon Man. The film also employs moments that references Mission Impossible, The X Files, RoboCop, and 24.

Acting is uniformly strong as some old, familiar faces return, and a few new ones get introduced. By now Evans has become the embodiment of the iconic hero, retaining his sense of justice, duty, and morals, virtues which are downright refreshing in a post 9/11 world. Rogers is a Rip Van Winkle out of his time and still learning to assimilate the world changes and cultural references with amusing results. Evans' chemistry with Johansson is believable yet ironic since their two characters have vastly different backgrounds. In a costarring role, Johansson's Black Widow is resourceful, smart, and deadly as a S.H.I.E.L.D. operative whose history is only beginning to be scratched. Perhaps Black Widow should have her own film! Jackson's Fury has an expanded role and reveals more facets of his mysterious background. Robert Redford (All the President's Men) has a significant, atypical role as a high level official, and he is outstanding. His presence alone adds legitimacy and authority to the film. Mackie (The Hurt Locker) is an ideal buddy in arms to Evans. Emily VanCamp makes a good first impression as a young agent, and Cobie Smulders (returning as Agent Maria Hill) provides solid backup.

The many impressive action sequences are noteworthy for their ferocity and meticulous detail, but the standouts are a mad, opening car chase through the streets of D.C., and a remarkable fight in a glass elevator that surpasses the gem in Die Hard: With a Vengeance. There are moments of intense hand to hand combat that recall the best moments of the Bourne films on steroids. You've also got to love that shield; the film wisely displays all the creative ways Cap's shield is employed in combat. The violence here is realistically depicted and not cartoonish which pushes its PG-13 rating. Extensive use of hand-held cameras and more live action special effects than CGI lend a stronger sense of realism. D.C. locations make a splendid backdrop for much of the film.

Taking super hero filmmaking to new heights, Captain America: The Winter Soldier successfully interconnects what we know from previous films and effectively challenges you to reevaluate everything in the Marvel Universe. It certainly helps to have seen the previous films, but there is sufficient background and context that a casual outsider would still enjoy it. (Fans of TV's Agents of S.H.I.E.L.D. will have a field day as the events tie directly with the show.) Though the film ends with open ended story threads that beg for another sequel, consider this as The Empire Strikes Back of Captain America. That's not such a bad place to be.

(As usual, don't forget two post credit scenes which are significant.)