ALERT: THERE BE SPOILERS HERE!!

Let me be upfront: The Avengers is a fantastic movie. It is. If you haven’t seen it, you are missing out.  But, it really missed an emotional core that left it feeling a bit like pageantry. Gorgeous, amazing, fun as hell pageantry, but a bit of a parade nonetheless. Which is why Captain America: The Winter Soldier came out of left field and bypassed The Avengers. Captain America belongs in the halls of Nolan’s Batman films, especially if this is the direction the remaining Captain America films. Finally, we have a comic-book movie with three-dimensional characters. And even though the movie plays with Steve Rogers being a man left behind, this is a film entrenched in the Now. It’s all quite clockwork-like. While there are pyrotechnics on display and a few obvious twists and turns, nothing comes out of left field, and there isn’t a deus ex machina to save the day. This is a brilliant film that blows past its predecessor and is perhaps a new watershed for how comic-book movies should and could be made.

I don’t think anyone attached made this to be a new definition of a superhero film. Instead, I think everyone carefully crafted a great film instead. This wasn’t a film about who could punch who through a brick wall. There are several points in the film that power just doesn’t matter: when Hydra comes after Fury, or when Steve stops fighting the Winter Soldier to say basically “I am not gonna fight you, so go ahead and pummel me, you will remember” This is not the usually stab most superheroes would take, where there is always some over-the-top last ditch attempt to kill one another or to smash each other dead. Instead, we witness two incredibly lost men find solace in finding each other alive now. But it’s only for a second. Then it’s gone. And both men are left with, perhaps, a little more of an anchor in this world.

But no story of espionage is worth it’s weight if the characters are laughable. And that is simply not this movie. The characters are all fully formed, right down to the Sam Wilson / The Falcon character having a PTSD subtext and survivors’ guilt, which plays well against Chris Evan’s Captain America.  S.H.I.E.L.D. wants to make helicarriers that can pinpoint, based on aggregate past data gathered on people, terrorists before they commit a crime — a Minority Report influence I am sure, but also something that feels increasingly just over the horizon with drones. Fury believes in the program and thinks that it’s the best way to save lives. Only problem (SPOILER): Hydra has been the secret core of S.H.I.E.L.D. since the beginning. Those who read Secret Avengers will recognize this story a little. We also find that there is someone above even Fury at S.H.I.E.L.D.: Alexander Pierce, a go- between for the united countries funding and allowing S.H.I.E.L.D to operate at world-police level. There is an obvious twist in the Hydra / Fury / Pierce dynamic, but nothing that takes you out of the film; in fact, it is fully believable given the characters and their motivations.

But this story sinks or swims based on its characters. Even the Black Widow, who has never been much beyond eye candy and a quasi-Buffy clone in the other films, was a far more fleshed-out, interesting version than we have seen thus far. The Russo Brothers, who directed this film, take Black Widow into a dark, vulnerable spot where her self-sacrifice at the end becomes almost poetic.

And let’s talk about that. She chooses, in the end, to reveal all of S.H.I.E.L.D.’s secrets, which means revealing all of hers. She is basically allowing herself to be crucified to take down Hydra. And the best part is she doesn’t give a damn. She knows where she belongs — with the good guys. And while the good guys don’t always make the good choice, they try. In an age of increasing cynicism, it was refreshing to see characters strive towards morality and ethics. (Though the body count should be addressed… I have no idea why anyone would live in New York in the Marvel Universe — get out now!) She is interesting in this film — dynamic even.

Then again, she is working alongside Chris Evans’s Captain America, which is a work of art. The man is Captain America. There is no Chris Evans. There is only Steve Rogers, flash-thawed, confused, and dropped into now. And everyone wants to give him advice. Everyone. But Evans is such a nuanced actor he can volley it back and forth with the best of them. Just look at the dating advice sequences between Black Widow and Cap. They are fun and hilarious.

Not that this movie is all fun. The Winter Soldier himself is both heartbreaking and menacing. He is a man like Cap, his best friend even, stuck in the future with his mind being flash fried after each mission to keep him like a clean slate. We have a good binary pairing her between Cap and the Winter Soldier. One is an attack dog used to keep things free, or so he hopes, while Bucky is used to create “order” by assassinations for Hydra. There is some great commentary here about America as a superpower and what road we as citizens may want to go down.

Perhaps this is why our heroes suffer physically and emotionally during this film. They each took a risk that they were doing something right and going beyond self-interest and self-sacrifice. This is about making the world a better place through freedom, not turning it into a police state. There was something startling to see Cap all busted up at the end, as was Sam and Natasha — though Natasha’s was cleverly self-induced. Because they chose to take this down a road that made the characters vulnerable and not puppets or cartoonish. You believe Nick Fury, Natasha, Sam, and Steve can all die… and just might. I feel a bit of a sucker admitting I really thought Fury had bought the farm — I know, I know. But with a film like this where everything rolls out of characters, there isn’t anything to take you out of the film. There are no aliens or demons or anything like that here. This is human problems caused by humans. And it’s more than thrilling.