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CAPTAIN AMERICA -- THE WINTER SOLDIER , USA , 2014 , MPAA Rating : PG-13 for intense sequences of violence, gunplay and action throughout

fIn CAPTAIN AMERICA: THE WINTER SOLDIER, Captain Steve Rodgers, aka Captain America (Chris Evans), is experiencing an existential crisis. Itís not just that he has a lot of catching up to do after being cryogenically asleep for seventy years or so. The novelty of Thai food and the internet donít get him down, itís the change in the zeitgeist that went from fighting the good fight against the Nazis in World War II to an ethically ambiguous era of drones and black ops against a nebulous enemy. Moral compromises are not as clear cut, and that makes for troubled times for Cap as an agent of SHIELD, and for a terrific film about those troubles. While this is most definitely a part of the Marvel universe, the action is less fanciful than visceral, with the stakes resonating just a little too closely to a reality where enemies at home and abroad that are just as convinced as Cap is that they have the moral high ground.

Trust becomes an issue from the beginning as Cap is sent on a mission to rescue hostages at sea accompanied by Natasha, aka Black Widow (Scarlett Johansson), who it turns out is not quite on the same mission as Rodgers is. Things become even murkier when SHIELD director Nick Fury (Samuel L. Jackson) is targeted for assassination by the eponymous Winter Soldier, and his last words to Rodgers are to trust no one before handing off the filmís McGuffin, a thumb drive. Whether Rodgers can even trust Fury also comes into question, the idea planted by Furyís superior, Alexander Pierce (Robert Redford), a man so committed to order that he turned down the Nobel Peace prize because he hadnít actually achieved that goal. And so committed to his family that he finagles an appearance by Iron Man at his nieceís birthday party.

An intelligent script deftly plays into the paranoia of conspiracy and ulterior motives that it is become common to suspect lurks in the darkest recesses of the halls of power, and/or the shadow government, and this is mirrored in Rodgersí gradual loss of innocence about the realpolitik of the 21st century. There is no one better to capture both that wistful sadness about the loss, and the steadfast and upright morality that survives it, than Chris Evans. There is not a trace of irony in his resolutely wholesome persona. This is manliness of a chivalrous nature that can reduce an elevator full of would-be assassins to a whimpering heap and still all but blush when given what may or may not be his first real kiss since 1945. Yet for all the nobility, he is not dull; his struggle not easily dismissed as a paper tiger set up as a plot device. Natasha, too, is given some complexity, becoming more than just a crack agent who can kick butt and look devastatingly seductive while doing so. Kudos to Johansson for finding the melancholy at the core of the bravado, and to Jackson, if only because no one, and I mean no one, can wear and eye-patch and leather duster with such conviction while both cracking wise and being dramatically intense. As for Redford, he is cool control from beginning to end, and if the story doesnít call for the tour-de-force acting that ALL IS LOST required, he nonetheless makes the most of his role here with a dashing bit of charisma. That he also brings the baggage of films such as ALL THE PRESIDENTíS MEN and THREE DAYS OF THE CONDOR may or may not be a coincidence on the part of the casting department.

The action is gritty. The violence, despite some nifty gadgets, including a set of wings for co-star Anthony Mackie as Falcon, anything but cartoonish. Even the showdowns with the mysterious and seemingly unstoppable Winter Soldier are less about dizzying stunts than about sheer survival against an implacable foe convinced of the secular holiness of his mission. The result is a super hero adventure grounded in reality that works on both levels, and a genuinely suspenseful story that harks back to the best of the Cold War thrillers. Trust me, no one was more surprised by this than yours truly.

Fast-paced, slickly directed, and smarter than it needs to be while also being enormously entertaining, CAPTAIN AMERICA: THE WINTER SOLDIER is a great action movie and a thoughtful one. Fanboys and fangirls can rejoice along with those who would not ordinarily seek out this sort of genre film, and none will come away disappointed.

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