Captain America: The Winter Soldier is a 2014 film that takes place in the Earth-11584 continuity of the Marvel Cinematic Universe. It is the sequel to 2011's Captain America: The First Avenger, the fourth film in Phase 2 of the MCU and the 11th film released overall. Directors Anthony & Joe Russo were hired after Joe Johnston declined to return for a sequel. Chris Evans reprises his role, co-starring with Scarlett Johansson, Anthony Mackie and Sebastian Stan. The film was both a critical and financial success, grossing over $714 million worldwide.


Despite the success of The First Avenger, the decision was made not to retain Joe Johnston as the director for the sequel to Captain America, given that the film was to be set in the modern day. Instead, brothers Anthony & Joe Russo were hired in early 2013, and set about reworking the script to become more of a spy thriller than a standard super hero film. Hugo Weaving was initially set to reprise his role as the Red Skull, however backed out due to creative differences with Marvel. Robert Redford was added to the cast as Alexander Pierce to serve as the primary antagonist instead of Red Skull, who would appear only in a supporting role and be played by Ross Marquand (who had served as a stunt double for Weaving during the filming of The First Avenger.) In an interview in March of 2013, Scarlett Johansson confirmed that the next appearance of her character would be in this film, and that Winter Soldier would also act as a "pseudo-sequel" to the original Black Widow film from 2010.

Filming on The Winter Soldier began in June of 2013, finishing in September of that year with limited reshoots in December and January.

Plot Summary

In the early morning in Washington D.C., Sam Wilson is seen running through the Monuments along the mall, only to be constantly passed by Capt. Steve Rogers. After the two meet and introduce themselves, Cap is extracted by Black Widow for a mission in the Indian Ocean.

Off the coast of Somalia, the satellite launch ship Lumerian Star has been taken by a band of mercenary pirates led by Georges Batroc. Captain America and his team of commandos, known as S.T.R.I.K.E., along with Black Widow, assault the ship and free hostages on board, including SHIELD Agent Jasper Sitwell. In the course of the fight, Black Widow downloads some data from the computer core of the ship, while Captain America fights Batroc one on one. As he has Batroc down on the ground, Batroc says that Cap thinks he knows what's going on, but he has no idea. Before Batroc can confess further, Rumlow shoots him, earning a glare from Captain America.

Back at the Triskelion, the headquarters for SHIELD, Rogers confronts Nick Fury about Widow and Rumlow apparently having separate missions from his own. Fury says he doesn't know what exactly he's talking about with concern to Rumlow, but that Widow was just trying to retrieve some data for him. After a brief argument, Fury replies that the only way that the secrets stay secrets is if no one knows all the secrets, to which Cap replies "except you." Apparently this was something that Gabe Fury, a member of the Howling Commandos, once told Cap, and Nick admits to being his grandson.

En route to somewhere in the building, they share some memories about Gabe Fury. Eventually Nick shows Rogers Project Insight, a trio of helicarriers that will be able to conduct long-range neutralization of threats. Rogers calls it a fear-based tactic, anathema to a free society. Fury responds that SHIELD is much more realistic than Captain America is, and that it's high time Rogers stops seeing the world as he wants it to be. Nevertheless, Rogers' pleas get Fury thinking about something. Rogers goes to the Smithsonian incognito, and visits a special exhibit on himself. There, he mourns the passing of his good friend, Bucky Barnes again. Afterwards, he reunites with an aged and ailing Peggy Carter in her home outside Washington, discussing where the world had gone since his "death." The chat helps him emotionally, until Peggy's dementia relapses and she forgets the conversation, thinking that Cap had just returned. He goes to visit Wilson at the VA, and has a similar discussion about the merits of duty with him.

Back at the Triskelion, Fury speaks with World Security Council member Alexander Pierce, an old friend. Pierce speaks about the benefits of Project Insight, but Fury wishes for the launch of the carriers to be delayed. Pierce says he'll take it under advisement, but that the rest of the council, appearing as shadows so their identities are kept secret from everyone else, is firmly in favor of keeping the launch going as planned. Fury asks simply for 72 hours, which Pierce agrees to. On the way to a safehouse, though, Fury is assaulted by Washington DC policemen, who try to take out the van he is driving. Fury manages to fight them off and nearly escapes, until he is attacked by a masked man who attacks with a grenade launcher. Fury escapes into the sewer tunnels.

At his apartment, Rogers offers his washing machine to the lady across the hall, a nurse named Sharon. She declines, but accepts his offer for coffee for another day. She does comment that his stereo is on in his apartment, which makes Rogers suspicious. When he enters, he finds an injured Nick Fury sitting in his chair, who, through code, tells him that SHIELD has been compromised and to trust no one. Fury is then shot through the chest by a sniper at a long distance, handing Cap a flash drive before falling unconscious. Sharon busts into the room, revealing herself to be a deep cover SHIELD agent, while Rogers pursues the assassin. He catches up to the masked man from before, and the two share a look of seeming recognition, but soon the man simply disappears. Fury is rushed to the hospital, however he dies on the operating table.

Shortly thereafter, Rogers approaches Black Widow and demands to know what her mission on the Lemurian Star was. She hesitates to tell him, but then he shows her the data file that Fury gave him. She takes it from him, saying that she will analyze it, when Rogers is called into the Triskelion by Alexander Pierce. There, he is questioned about being the last person to see Fury alive. Rogers evades any answers to Pierce, who seems cold and calculating all of a sudden. Pierce responds that he's made his decision concerning Project Insight, and that it will go forward as planned.

As Rogers attempts to leave the Triskelion, he is assaulted on the elevator by Rumlow and the STRIKE team. After escaping the elevator by jumping out the window, Rogers attempts to break out on foot, only to be intercepted by two Quinjets. When the first one tells him to stand down suddenly, the second shoots it out of the sky, revealing that it's Natasha at the controls. Cap boards the Quinjet and the two fly off. Back at SHIELD, Pierce states that Captain America and the Black Widow are now officially fugitives from the law. He tasks Rumlow with finding them, while also demanding that Agent Maria Hill help facilitate Project Insight. As she leaves the Triskellion, Hill surreptitiously contacts an unknown party.

On the Quinjet, Widow says that she was ordered by Fury to find out why Jasper Sitwell was on the Lumerian Star in the first place. The data is the likely answer to that question. Unfortunately she couldn't hack the data outright, merely tracing it back to its origin. The source of the data though, is the abandoned military camp where Captain America was trained. She also explains the origins of the man who killed Fury, the Winter Soldier. Natasha says she had heard of him when she was working for Taskmaster, but she had never met him and didn't even know if he really existed. He is a highly skilled assassin who, according to her info, is kept in cryostasis when not in use. Rogers comments that the only way that he could survive that process so many times is if he had been subjected to the same serum as he was. They ditch the Quinjet and hijack a car to drive the rest of the way. Upon reaching Camp Lehigh, they find an underground bunker that was once the home to SHIELD. The only thing left, though, is several apparently inactive servers and rolls of data tape, as well as a USB port attached to a small computer. When they plug the drive in, turns on a holographic projector and a figure appears. After a few moments, Rogers hears a voice from his nightmares, that of the Red Skull.

The Red Skull admits that in 1945, the Tesseract did not kill him, but rather transported him to another place in space, where he received ancient knowledge. When he returned to Earth, he found that HYDRA had been nurtured in his absence, growing as a cancer both within SHIELD and outside of it, in the form of AIM. He says after so long, the world is ready to surrender freedom, with a little nudge in the right direction. He makes mention of Project Insight, but neglects to say exactly what it does. When he taunts Rogers for the futility of his death, Cap loses his temper and destroys the computer. Doing so triggers a self-destruct mechanism in the bunker, which Cap and Tasha barely escape.

The pair make their way back to Washington, unaware that SHIELD has been tracking their movements. They crash at the home of Sam Wilson, who offers his help via an experimental flight exo-suit codenamed FALCON. They manage to get ahold of the last prototype, but before they can plan out their next move, the Winter Soldier strikes and nearly kills the three of them. They fight on a crowded highway, with Rumlow and the STRIKE team joining in on the fun. In the midst of the chaos, the Winter Soldier's mask is knocked away, revealing to Captain America that it is in fact his long thought dead compatriot, Bucky Barnes. This causes Rogers to freeze, which gets him shot in the arm. Falcon and Widow retrieve the Captain, but are quickly captured and taken to a nearby safehouse.

Jasper Sitwell tries to explain what HYDRA is doing is right, but Cap won't hear any of it. A disturbance sends Rumlow and the guards out, only for the formerly retired Barbara Morse, AKA Mockingbird, to show up and free the trio, with Rumlow being badly burned from a fragmentation grenade. They kidnap Sitwell and Mockingbird leads them to an underground facility, where they find the remnants of SHIELD command, namely Agent Maria Hill and, to their surprise, an alive yet injured Nick Fury. Fury says he faked his death in order to go underground and throw them off the scent. They interrogate Sitwell, and find out that Project Insight utilizes an algorithm of HYDRA's own design to eliminate threats on a massive scale, both based on current and past behavior, and on predicted future behavior. Fury says that they have developed three control chips that will take down the carriers, overriding the algorithm. Rogers asks Fury if he knew about Bucky being the Winter Soldier, and Fury's silence tells him all he needed to know. After stealing his uniform from the exhibit from before, Captain America, Falcon, Black Widow and Mockingbird travel to the Triskelion. Elsewhere, the Winter Soldier begins to have memories of his time as Bucky, but a sedative and shock treatment from Pierce and HYDRA seems to quell his reemerging personality.

Widow and Mockingbird infiltrate the Triskelion, capturing Pierce and ordering him to stop the launch. Instead, he overrides the protocol and sets the launch off. Falcon and Cap infiltrate two of the three carriers before Falcon is shot down out of the air by the Winter Soldier. Bucky and Cap fight on the third carrier, and in the nick of time Cap is able to load the third control chip, triggering the auto-destruct on the carriers. Cap attempts to save Bucky, and there seems to be a moment of recognition from the Winter Soldier, but he escapes into the Potomac River as the Helicarriers crash down. Cap enters the Triskelion and goes after Pierce, demanding to know where Red Skull is. Pierce doesn't seem to have any idea what Cap is talking about, and suddenly Pierce starts going into convulsions and collapses. It is revealed that Pierce is, in fact, a Life Model Decoy, of Latverian design.

In the aftermath of Project Insight's failure (and the discovery of the real Pierce's dead body, having been dead for over six months), SHIELD purges itself of HYDRA. Using the data off the Lumerian Star and from Jasper Sitwell, they are able to arrest several HYDRA personnel both inside and outside the organization (including Senator Stern from Iron Man 2). Fury is reinstated as director, but Captain Rogers and Black Widow both resign as SHIELD operatives. Widow retreats back to Russia, to find more about her past, while Cap and Falcon take information given to them to try and track down the Winter Soldier.

Post Credits Scenes

[We cut to a base hidden somewhere in Eastern Europe, where the Red Skull is looking over some data. From behind, Wolfgang von Strucker appears to deliver bad news.]

Strucker: Herr Schmidt, the worst appears to have happened. Our operations are compromised. Sitwell has told them everything.

Schmidt: Everything he knows about...anyway. Fortunately for us, this base remained hidden from someone like Sitwell.

Strucker: But can we be sure of that? Who knows what classified SHIELD intelligence he may have gotten. If they find out about this place.

Schmidt: Relax...Herr Strucker. You worry too much over trivial things. Project Insight was always a longshot, a stop-gap measure at best. The real work...

[Schmidt looks on the table before them, and we see the scepter that Thanos once held lying there, being examined. In the distance, we can also see the beginnings of crude robotics being assembled in a factory like fashion.]

Schmidt: The real work has yet to begin.

[He looks at the scepter once more with reverence before the two turn away and walk down a corridor.]

Schmidt: The other HYDRA bases around the world will satisfy the Captain and his colorful friends. Meanwhile, we will continue here unabated. Destroy all evidence of the test subjects who have died so thoroughly that their own ghosts would be able to find them.

Strucker: And what about the survivors? What about the twins?

Schmidt: Yes...what about the twins?

[We cut to see Wanda and Pietro Maximoff locked in separate cells, the latter occasionally bouncing off the walls of his cell with uncontrollable speed, and the former playing with some blocks with her mental powers.]

Schmidt: When the time is right, the twins will be unleashed upon the world. This is no longer the Age of Heroes, Herr Strucker. This is not the Age of Spies certainly. This is now the Age of Miracles. And as I am living proof, there is nothing quite as terrifying as a miracle.

[A close-up shot of Wanda as she plays with the blocks some more, before destroying them with a snap of her fingers, triggering a hard cut to black.]

/ = / = / = /

[We fade in on the Smithsonian Museum, and the traveling Captain America exhibit that is still open to the public. Buried in the crowd we see Bucky Barnes in a baseball cap and sweater. He slowly walks up to the side of the exhibit and sees a picture of himself embossed on the wall. Breathing a deep sigh, he walks into the exhibit to learn more, as we cut to black.]

Summary of Changes

  • It is never made explicitly clear who hired the Somali mercenaries and Batroc in the opening scene on the Lumerian Star. The implication is that it's Pierce, rather than Fury, in an attempt to delete the data on Project Insight, though it is never stated outright. Batroc is killed by Rumlow, specifically on a "mission" outside of Capt. Rogers' pervue.
  • This film makes clear the connection between Gabe Fury, from the Howling Commandos in First Avenger, and the modern day Nick Fury being his grandson. The conversation about Fury's grandfather is, thus, further expanded from the original film.
  • Rogers is more cooperative with Black Widow in revealing the data Fury gave him, giving her the Data Drive before his meeting with Pierce. Likewise, Widow aids Cap in his escape from the Triskelion by hijacking a Quinjet. Pierce is also the one who explicitly orders the restart of Project Insight. The remainder of the World Security Council never appears in the film.
  • The Red Skull returns in this film (albeit with a different actor than The First Avenger) as the primary villain pulling the strings behind HYDRA. It also links HYDRA to AIM via Arnim Zola, who was the ultimate antagonist in Iron Man 3 in the form of MODOC.
  • There is no missile attack on the bunker. Rather it self-destructs. SHIELD has also been tracking their movements this entire time.
  • The Winter Soldier attempts to kill the three heroes without Jasper Sitwell having been captured. Sitwell is not killed in the film, but rather eventually captured and interrogated.
  • Rumlow is burned by a fragmentation grenade rather than by a collapsing building in the film's climax.
  • Mockingbird joins Maria Hill in capturing Sitwell, returning from Black Widow.
  • Fury is implied to have known that Bucky was the Winter Soldier all along, which is one of the key points to Rogers quitting SHIELD at the end of the film.
  • Captain America doesn't nearly die drowning in the Potomac. Rather the opposite happens, as Bucky disappears into said river. Instead, Cap confronts Pierce at the end of the film, only to discover that this Pierce is a Life Model Decoy of Latverian Design. This is the first mention of both LMD's and Latveria in the MCU.
  • SHIELD still exists at the end of the film, rather than being torn down by release of its secret files in the end, and Fury remains its director. However, Rogers and Widow both tender their resignations and leave the organization as they would in the original film.
  • Red Skull is present in the first Post-Credits Scene with Baron Strucker, rather than just Strucker and a HYDRA scientist.

Cast List

  • Chris Evans as Steve Rogers/Captain America- A World War II veteran enhanced to peak human performance by an experimental serum, who has awoken in the modern world after being frozen in ice for 70 years.
  • Scarlett Johansson as Natasha Romanoff/Black Widow- A former mercenary spy turned special field operative for SHIELD.
  • Sebastian Stan as James Buchanan "Bucky" Barnes/The Winter Soldier- A former member of Captain America's Howling Commandos who seemingly perished, but was instead brainwashed into becoming an AIM mercenary known as the Winter Soldier. Was also given a cybernetic arm and a similar serum as the one used on Captain America.
  • Robert Redford as Alexander Pierce- A member of the World Security Council and proponent of Project Insight.
  • Samuel L. Jackson as SHIELD director Nick Fury- The current director of SHIELD.
  • Anthony Mackie as Sam Wilson/Falcon- An ex-military pararescue who uses a flight suit for manned aerial combat attacks.
  • Emily Vancamp as Sharon Carter/Agent 13- A deep cover SHIELD agent assigned to shadow Steve Rogers in civilian identity.
  • Maximiliano Hernandez as Jasper Sitwell- A SHIELD agent who actually works for HYDRA.
  • Frank Grillo as Brock Rumlow- A SHIELD agent who is the head of a specialized team called STRIKE.
  • Georges St. Pierre as Batroc- A former Special Ops soldier for France, turned mercenary pirate.
  • Cote de Pablo as Mockingbird- A former SHIELD agent brought back into the fold by Nick Fury for a special assignment. Cote de Pablo reprises her role from Black Widow.

In addition, Cobie Smulders reprises her role as Agent Maria Hill. Ross Marquand replaces Hugo Weaving as The Red Skull both in voiceover and in a Post-Credits Scene, with Thomas Kretschmann reprising his role as Baron Strucker. The film also introduces Aaron Taylor-Johnston and Elizabeth Olsen as Pietro & Wanda Maximoff respectively. Hayley Atwell reprises her role as Peggy Carter, albeit aged several years. Stan Lee plays a security guard at a museum, where Captain America's old costume is stolen under his nose.


Critical Reception

Winter Soldier was critically hailed upon its release, with review aggregator Rotten Tomatoes scoring the film at 89% with an average score of 7.6/10 based on 274 reviews. The site's critical consensus reads "Suspenseful and politically astute, Captain America: The Winter Soldier is a superior entry in the Avengers canon and is sure to thrill Marvel diehards." Critics heavily praised the down to earth script and tightly directed action scenes, while also praising the performances in the film as well.

Box Office

The film finished at #1 in its opening weekend, earning $95 million dollars, which at the time was the largest opening ever for a film released in April, and was a 46% increase over its predecessor. The film remained #1 at the box office for the following 3 weeks, finishing with a domestic total of $259.8 million. Worldwide, the film earned $714.3 million dollars, becoming the 7th highest grossing film of 2014.

Marvel Cinematic Universe (Earth-11584)
Phase 1 Iron Man | The Incredible Hulk | Iron Man 2 | Black Widow | Thor | Captain America: The First Avenger | Marvel's The Avengers
Phase 2 Iron Man 3 | Thor: The Dark World | Thunderbolts | Captain America: The Winter Soldier | Guardians of the Galaxy | The Fantastic Four | Avengers: Age of Ultron | Ant-Man
Phase 3 The Incredible Hulk 2 | Captain America: Civil War | Doctor Strange | Fantastic Four: Doomsday | Iron Man 4 | Guardians of the Galaxy Vol. 2 | The Spectacular Spider-Man | World War Hulk | Thor: Ragnarok | Black Panther | Avengers: Infinity War | Ant-Man and the Wasp | Captain Marvel
Phase 4 Avengers: Infinity Gauntlet | Spider-Man: Dangerous Games | Captain Britain | The New Warriors | Uncanny X-Men | Guardians of the Galaxy Vol. 3 | Doctor Strange: The Darkhold | Fantastic Four: Day of Reckoning | Black Panther: Kingdom Come | Wolverine | Hercules & The Olympians | Thor: Goddess of Thunder | Captain America: Hero's Fall | Avengers: The Conqueror | Spectacular Spider-Man 3
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