Marvel's Captain America: The Winter Soldier is a 2014 live-action film based on the iconic Marvel Comics superhero Captain America. Produced by 20th Century Fox and Marvel Studios respectively, it is a follow up to 2011's Captain America and 2012's The Avengers. It is the twelfth film in the Marvel Cinematic Universe and was released May 2nd 2014.


A sequel to Captain America was announce in late 2011. At comic con 2012 after The Avengers extremely successful gross of 1.5 billion dollars worldwide Kevin Feige had revealed the entirety of Marvel's Phase 2 slate and had "Captain America 2" confirmed to occur after Thor: The Dark World in Spring 2014. Later in the year, it was revealed Joe Johnston would not be returning to direct the sequel and instead brothers Joe and Anthony Russo were hired to helm the project, claiming a desire to make the film akin to a 1970s spy thriller. During pre-production they worked closely alongside writers Christopher Marcus and Stephen McFeely, who had pitched an idea for a Winter Soldier film for Marvel Studios back in 2008. Going off of their pitch and alongside Kevin Feige and Joss Whedon, the Russos officially announced the film would be titled The Winter Soldier and based on the comic arc of the same name. They in addition teased that this movie would be very influential to the Marvel Cinematic Universe for years to come. Chris Evans too had leaked in interview that the legendary comic book organization Hydra would be involved in the film somehow.

This was further validated when Robert Redford was cast as Agent John Bronson, a known alias for the S.H.I.E.L.D. villain Baron Von Strucker. More casting news was released also confirming that Scarlett Johansson would be reprising her role as Natasha Romanoff and Samuel L. Jackson as Director Nick Fury. Anthony Mackie was also cast as the Falcon, one of Captain America's known sidekicks in the comics. To the excitement of many fans, the Russos were also reported (and later confirmed by Jeph Loeb) to be working alongside Marvel Television, a subsidiary of Marvel Studios, on ways to reference the currently airing FOX Marvel television shows Agents of S.H.I.E.L.D. and Agent Carter in the movie, starting the twitter hashtag #ItsAllConnected.

Principle filming began in mid 2013 and the movie was released worldwide on May 2nd 2014.


  • Chris Evans as Steven "Steve" Rogers/Captain America
  • Sebastian Stan as James Buchanan "Bucky" Barnes/The Winter Soldier
  • Robert Redford as Baron Wolfgang Von Strucker/Agent John Bronson
  • Georges St-Pierre as Georges Batroc/Batroc the Leaper
  • Anthony Mackie as Sam Wilson/Falcon
  • Scarlett Johansson as Natasha Romanoff/Black Widow
  • Samuel L. Jackson as Director Nick Fury
  • Emily VanCamp as Agent Sharon Carter
  • Maximiliano Hernandez as Agent Jasper Sitwell
  • Cobie Smulders as Agent Maria Hill
  • Frank Grillo as Agent Brock Rumlow
  • Powers Boothe as Albert Malick
  • Jenny Agutter as Constance Hawley
  • Bernard White as Nagendra Singh
  • Alan Dale as Desmond Rockwell
  • Chin Han as Wei Yen
  • Haley Atwell as Peggy Carter
  • Garry Shandling as Senator Robert Stern
  • Clark Gregg as Agent Phil Coulson (Cameo)
  • Thomas Kretschmann as Heinrich Zemo (Cameo)


The movie starts in Brooklyn 1930, a young Steve Rogers is running through his school being chased down by bullies. He tries to fight back at them, but they pin him down and he screams for help. It then shows a young Bucky Barnes is walking by until hearing him, curious he runs over and tells the bullies to leave him alone, eventually fighting them away and helping Steve up. They introduce themselves and Steve says he needs to head home and Bucky asks if he wants to come to play some Baseball with him. Steve claims he doesn't know how but Bucky offers to teach him.


One day after the Battle of New York, Nick Fury is talking to his secretary and good friend Agent John Bronson both of them commenting on how the world will never be the same now. Captain America meanwhile is helping S.H.I.E.L.D. with the rebuilding effort, giving Agent Brock Rumlow advice on how to take apart the Chitauri Leviathans and other remains. Director Nick Fury goes up to him and hands Steve a notebook, he asks what it's for and Fury tells him it's a list of a few things he should do to get more of a feel for how the world's changed. He should make good use of his down time. Steve wonders what he means by that, and Fury tells him he didn't think they'd spend six months thawing out the greatest soldier of all time just have him sit around. He's going to work for S.H.I.E.L.D. doing what he does best, saving the world. Captain America tells him he's looking forward to it.

It then shows a montage of Steve doing miscellaneous missions for S.H.I.E.L.D. while on break watching episodes of I Love Lucy, Martin Luther King Jr's I Have a Dream Speech, the Moon Landing, the Fall of the Berlin Wall, and even The Empire Strikes Back where Darth Vader admits to being Luke's father. It then shows him listening to The Beatles while he cleans his Shield, trying Thai Food and enjoying it, browsing the internet, and playing video games on a Nintendo Wii.


Sam Wilson is jogging around Washington D.C. while constantly being lapped by Captain America. He eventually stops to catch his breath by a tree and introduces himself. Steve tries to do the same, but Sam claims he know who he is. They get to talking and he explains how he used to be a pilot before becoming an Agent of S.H.I.E.L.D. Now he's working with experimental pararescue technology like the EXO-7 Falcon, Steve is impressed claiming he's heard of it. Eventually, Black Widow in a car pulls up and tells Steve he's needed for a mission. He asks her if his friend Sam can come with them, he tries to signal her to say no, but Natasha tells him he could be useful. Steve says great and gets in the car, Wilson follows along and gives Black Widow a dirty look, Natasha insisting that she wasn't being cute they actually need some wings.

In the middle of the Indian Ocean inside a quinjet, Sharon Carter is telling everyone their mission. Save the kidnapped civilians from Georges Batroc's gang of pirates. She goes into detail claiming he has a reputation for strange fighting techniques, which include intense leaping. As everyone gets adjusted Captain America soon takes his leave and jumps out of the quinjet right into the water, Rumlow asks if he was wearing a parachute and Sharon claims he wasn't. The Captain climbs onto Batroc's boat and begins defeating his henchmen, using electromagnetic plates on his forearm to call the shield back every time he throws it. Steve eventually informs Falcon the deck's clear and to fly out. He attaches his wings and begins flying by shooting the windows with his bullets and dispersing everyone inside, allowing Captain America to sneak in and save the civilians. Black Widow then parachutes down and takes out the soldiers who escaped Falcon, before being leaped on and hurt by Batroc. Captain America then comes out and easily trounces him in a fight. The quinjet soon afterwards lands and Rumlow along with Sharon and Sam start escorting the civilians on board to be taken to safety while Black Widow goes onto the main deck and makes a copy of all the ship's information onto a special Flashdrive.

Steve asks what she's got there and Natasha tells him it's a personal assignment from Fury to make a copy of the ship's intel on trade routes, other pirates, terrorist organizations Batroc conversed with, etc. He asks how much information he wants and she tells him with Fury, the more the better. At the Triskelion, Captain America enters the Director's office and asks Nick about the flashdrive, why he didn't tell any of them about it and how it could've sabotaged saving innocent people. Fury tells Captain America he was compartmentalizing, it was a delicate task and Black Widow has been working for S.H.I.E.L.D. longer than he has. Steve sighs saying in his time it wasn't so complicated. Nick Fury asks if he's sure, he's read the SSR files and the "greatest generation" weren't always so nice. Steve explains that he knows, but that they always trusted each other. Nick insists that the last time he trusted someone he lost an eye, honesty doesn't get the job done. Steve stays quiet until Nick says he wants to show him something.

They take an elevator to the lower levels of the Triskelion where Director Fury shows Steve just how much new technology and advances S.H.I.E.L.D. has been making recently. That they've been getting more funding than ever from the Government now that the Avengers are the world's key defense against superpowered threats. Brilliant scientists, engineers, diplomats are looking at them as more than just some kooky FBI knockoff. Life is good, maybe he has to keep a few secrets for it to stay like that, but is that really too big of a price to pay for this. Steve puts his head down and admits maybe he was too quick to judge, still isn't quite used to this new world yet. Nick tells him to take a few days off, clear his head, he's earned it. Steve goes into the elevator back upstairs and runs into Sharon Carter, who says her Aunt has been asking about him, Steve insists he'll visit soon.

Act 1

Agent John Bronson is walking through the halls of the Triskelion making sure everything is in order until running into Natasha Romanoff working on the grid screen map and says that he heard about her recent mission in the Indian Ocean, congratulating her and asking how it went. Black Widow comments outside of almost getting killed by a pirate with an affinity for jumping, it was a standard carry out and protect. He listens thoroughly and then says how he needs Fury's Flashdrive to copy its information into the archives. She hands it to him and he goes into a personal office plugging it in. While looking into it Bronson finds a bunch of different locations and names listed on there, in addition to an individual folder called The Winter Soldier. Bronson clicks on it and when he sees everything inside makes a concerned look on his face. Later, it shows Steve at Peggy Carter's house where they talk about her life after the war, and how he had saved the man who would become her husband. Peggy eventually saying how it's unfair she got to live a full life and he didn't. Steve says part of the reason he stayed in the first place was because she founded S.H.I.E.L.D. As they keep talking though, Peggy's Alzheimer's catches up to her and she is surprised to see Captain America unfrozen, completely forgetting their conversation. He goes along with it and tells her he "couldn't leave his best girl" not when he owes her a dance. Steve then helps the elderly woman up and they begin slowly dancing together in the room.

Afterwards, Steve takes Peggy to the Smithsonian Institution walking through the Captain America exhibit. They split up and Steve quietly explores the museum by himself. He walks over to the memorial for Bucky Barnes and hears the narration documenting he and Steve's history as lifelong friends, and him being the only Howling Commando to die in service of stopping the Axis Mundi. Suddenly, a child recognizes him and Steve smiles at the speechless youngster. Back at the Triskelion, John Bronson meets Nick Fury in the hallway and asks him about the contents of the Flashdrive saying that the Winter Soldier was just McCarthyist propaganda, he isn't real. Nick responds that he knows the Winter Soldier wasn't connected to the Soviets, telling Bronson that there's evidence that he was instead connected to another terrorist group that's been under their noses this whole time. Only thing he's been able to find out about them is their name, Hydra. He goes on to say S.H.I.E.L.D. is big enough they can afford to search some dead ends, better safe than sorry. John says he's been at Nick's side for decades, supported his rise to Director because he's the most ruthless man he's ever met. Warning him he shouldn't get sloppy just because the going might be easy for now. Nick says he appreciates his advice but he'll take his chances, the reason that he saved the world as many times as he did was because he listened to his gut and exhausted every possibility of a threat, terminating it before it even happens. Bronson backs down and says in exchange for this he wants Iron Man to show up at his niece's birthday party.

Nick later begins driving his van and calls Maria Hill who's interrogating Batroc. They talk about the information she's getting out of him and Fury insists there was a lot of valuable data stored on his ship, that Batroc is probably hiding something from her. Maria says if he thinks it's so easy he can come do her job, and he claims he just might before getting knocked off the road. Disoriented, Nick sees someone outside who begins aggressively punching at his window, Maria on the ground is desperately asking if he's alright on the other end of the line. The second the glass breaks Nick drops a smoke bomb and successfully reboots the engine. Driving forward he reconnects and tells Hill to get to D.C. as soon as possible, there's been an assassination attempt on his life. She asks who it is and soon after, Nick sees standing in front of his car a mysterious man in a black veil with a metal arm, Fury mutters to Hill The Winter Soldier. The Camera shows under the automobile a magnetic bomb attaches and blows it upside down.

The Winter Soldier slowly begins walking over to the flipped van until Fury pulls out a special device that allows him to carve his way through the pavement and escape. It then shows Steve Rogers walking into his apartment while hearing music, he quickly gets his shield out and begins slowly walking only to see Nick Fury sitting inside. Steve asks what he's doing there and Fury explains that his house burned down, careless accident cooking dinner, he just needed somewhere to stay for the night and knew Captain America wouldn't say no to him. While explaining that though he writes out Someone is after me. Works for Hydra. Ears everywhere. Will explain later. Steve goes along with it until Nick is shot to the ground by a barrage of bullets. As he lays bleeding on the ground, Black Widow comes in and says he called her for protection and asks if Cap knows what's going on, he says he does and he's going to catch who did this. He then runs out of the apartment while Natasha calls an ambulance. Captain America chases the Winter Soldier through the neighborhood before throwing his shield at him, which he gracefully catches and hurls right back to Steve.

At the hospital, Captain America and Black Widow watch his critical surgery alongside Maria Hill (who just showed up) as they see Nick Fury flatline right in front of them. Hours later, Natasha looks over Fury's body heartbroken along with Steve behind her. Neither of them say anything, until Maria Hill comes in and says she'll figure out what to do with the body, they should both get back the Triskelion, S.H.I.E.L.D. is still working as it would any other day. They both walk out into the hallway and as Black Widow is about walk out the door Steve demands to know what's going on and she says she doesn't know, she only pretends to know everything. Steve then says she can at least answer what Hydra is, and why that metal armed assassin was after Fury. Natasha explains that they've been looking into a long string of high profile murders that go back decades. She and Fury found parallels to an old mystery she experienced in Russia on guard duty at the Kremlin, someone went after one of the generals, shot a bullet right through her into him. Most of the intelligence community doesn't believe he exists but the ones that do call him the Winter Soldier. Captain America brings up that's why they wanted the Flashdrive from Batroc's ship, and she tells him exactly.

So far all they could dig up was that the Winter Soldier is connected to a terrorist group called Hydra. Cap asks why they haven't done anything and let it get this bad, she claims they've been trying. This isn't like the Ten Rings or some other group of overglorified bandits, Hydra is good, they hide in plain sight. Something's been making them show themselves though. Captain America promises her he'll get to the bottom of it and leaves. At the Triskelion, Steve is walking through the lobby until he's approached by Agent Jasper Sitwell telling him he's sorry for what happened to Director Fury. Everyone at S.H.I.E.L.D. is in shock over it and he thanks him for that. It then shows upstairs, Secretary Bronson is talking to the S.H.I.E.L.D. High Council holograms pleading his case on becoming the new Director. Nagendra Singh rejects it but Albert Malick agrees, saying that Bronson has shown a lot more restraint and care for the well being of the world's nations, he would be a great head for S.H.I.E.L.D. Rockwell, Hawley, and Yen have mixed feelings until Captain America opens the door and is disgusted that Bronson seems to be pining for Fury's position literally the day after his death. John delays the meeting and asks Steve if they can talk in his office about this.

Act 2

In his office, Bronson is looking out the window and says he almost shed a tear when he found out what happened to Nick. There's a part of him that wants to act, but he knows politics are complicated and that to build a better world, sometimes even means tearing the old one down. Captain America says with respect to him, when his friend died in 1945 the Howling Commandos didn't let politics stand in the way. They avenged one of their own by sacking the Red Skull's base in Austria. John asks who he wants to go after to avenge Fury and Captain America says Hydra, Bronson then asks what Steve knows about Hydra. He says they're an undercover terrorist group that Nick and Natasha Romanoff were looking into. He found out something he shouldn't have and they killed him. Bronson says they worked with him for a long time, but he really should've stuck to aliens and superpowers. Cap takes out his shield and realizes Bronson is one of them. He snickers and says how he's got the brains and brawns, rhetorically asking how that's fair. He then looks right at Captain America and says his real name is Wolfgang Von Strucker.

Steve says he knows that name, it was one of the Axis Mundi's supporting families, Wolfgang confirms that it was. Von Strucker says how he has a deep respect for the society the Nazis wanted to create, and feels the same way about the Soviet Union under Joseph Stalin. He then pulls up virtual documents showing that Hydra was created by people from all of those nations. The Von Struckers, the Zemos, the Malicks, Nazis, Soviets and many others alike all slowly started to realize how in spite of minor ideological differences they all knew how to save the human race. That people can't be trusted with their own freedom, but the empires at the time were too involved in their own egos and pride, they'd never work together. So the families founded their own Political Party, slowly shaping history with their Winter Soldier, Hydra infiltrated multiple high ranking positions until the time was right to strike. S.H.I.E.L.D. is bigger than it's ever been and he's on his way to the top, Hydra's new world order will finally rise. Captain America says he can stop him right here and now but Von Strucker says it's his word against his. Captain America looks down not having a good response to that, and Strucker tells him he can have the best of both worlds, join them and he can help enforce peace better than S.H.I.E.L.D. ever could. He of all people should understand the necessity of order in today's world.

Captain America rejects it and tells him this isn't over. Von Strucker responds "Cut off one head, two more grow in its place". Steve storms out of the room as Von Strucker then goes to his phone and says it's time to "clean house" the Captain didn't take the bait. Captain America is then seen walking into the elevator, Brock Rumlow joins him along with a group of Agents. Steve asks if Brock can accompany him on a visit to Maria Hill's Field Office, he suspects fowl play from Secretary Bronson. Rumlow says that he can't do that. Captain America asks excuse me and Rumlow says he already has orders that he needs to follow under all costs. The elevator continues to stop as more people begin to get on and Steve notices all of them acting suspiciously quiet. He asks before they get started it anyone wants to leave and Brock mutters under his breath "Hail Hydra" before all of them begin wrestling Steve and try to place a power dampening collar around his neck. Captain America though uses his superhuman strength to resist it and manages to beat every single Agent in the elevator until the door opens on the bottom floor. Steve walks out and notices mass panic going on while more Agents begin attacking him. He fights them off until running into Sitwell and says that S.H.I.E.L.D.'s been compromised, they need to get out of here and make a plan. Sitwell goes along with it until Cap starts running for the door, he pulls out a gun and says "Hail Hydra!" before being knocked out by Sharon Carter, who agrees with Steve's plan.

Captain America then notices they're surrounded and says he needs to make a distraction so she'll have a chance to escape. He jumps out the window and breaks his fall with the shield, as all the soldiers begin focusing on him and Sharon defends herself. Outside, Captain America continues to fight the Hydra Agents even using his Shield to break the wings off of a hostile quinjet, calling it back with his electromagnetic plates and then escaping to safety. As he walks forward and catches his breath, two more Hydra Agents hold Steve up at gunpoint until being shot by Black Widow. Who tells him that it's even worse than they thought, Hydra has literally been festering inside of S.H.I.E.L.D., the people they thought were their friends are the same terrorists they were trying to hunt down. Captain America asks what they're going to do, Hydra has all of S.H.I.E.L.D. at their disposal. Black Widow tells him not yet, S.H.I.E.L.D. still has an image to uphold that Hydra will need to take time to dismantle before this spreads. There's a waiting period to find other loyalists and formulate a plan, she just needs a computer to communicate with them. Steve says his apartment is probably being torn apart by Hydra as they speak, Natasha responds saying she wasn't planning on going there, they have to do this somewhere public, somewhere hard for them to be detected. She hands him a change of clothes and says she knows exactly where. At another S.H.I.E.L.D. Facility, Sam Wilson is testing a new pair of the Falcon wings and while slightly air born a bunch of Hydra Agents begin shooting at him and, with the help of his wings, is able to take them down.

At the podium, Baron Von Strucker makes the announcement of Nick Fury's death by "heart failure" and how S.H.I.E.L.D. in spite of its large funding and technological development has been slowly falling apart. Which is why he as acting-Director wants to rebuild them in the image of something else, Hydra, a new organization that is determined to protect the world from both political and superpowered threats better than S.H.I.E.L.D. ever could, making sure disasters like New York and London never even escalate at all. He's met with a standing ovation and after walking behind the scenes, Jasper Sitwell informs him the High Council has mixed feelings about this, they're going to come to the Triskelion and discuss this in person. Von Strucker says that's good, he'll talk them into this and if they don't listen they'll just end up like Fury.

At a Mall in D.C., Captain America and Black Widow are walking undercover until they make it into an Apple Store. There they use one of the on display computers to begin checking the status of all local S.H.I.E.L.D. Facilities. She's realizes the Treehouse, the Hub, the Sandbox, and the three Academies are overtaken by Hydra, not seeing any friendly forces she sends an encrypted distress signal for any other S.H.I.E.L.D. Agents out there. Soon after, a store employee comes up to Steve and Natasha asks if they need any help. Black Widow constructs a lie that she and Steve are getting married and looking for honeymoon destinations. The computer then gets a response in Frederick, Maryland from Sharon Carter. The employee asks where they're interested in going and Steve not able to think of anything else looks at the base's location display on the computer monitor and awkwardly says "Maryland". The employee brushes it off and Black Widow communicates with Carter agreeing to meet up in Frederick. They leave the store and then notice Brock Rumlow with backup Hydra Agents are searching for them, realizing they must've caught on to her message (claiming Hydra may be slightly smarter than her) and tracked them, they need to escape. After navigating through the Mall and eventually having to fake a kiss to avoid Rumlow detecting them the two escape.

While driving to Maryland, Natasha asks Steve where he learned to hijack a car, he responds Nazi Germany and then asks her why she and Fury kept him out of all their research involving the Winter Soldier. She tells him he's not exactly known for keeping his mouth shut, he didn't handle the news of S.H.I.E.L.D. making weapons from the Tesseract very well, and they never even told him about what happened to Coulson. He asks what happened to Coulson and she says nevermind. He then claims he stands by what he did there, but he doesn't think that means they should never tell him anything. Black Widow asks if he really thinks every decision S.H.I.E.L.D. makes should be approved by him personally. Cap says that's not it, he's just used to the days when they all had a say. She says the world's gotten a lot bigger and S.H.I.E.L.D. can't afford to cater to every opinion, saving the world is messy, and she's sorry his generation saw it differently. He then asks her how much it's worked out for them, referencing the recent Hydra take over.

The car eventually pulls up to a Hotel in Frederick, where they both knock on the necessary room number. Nobody answers for a minute and Steve thinks this might be a trick, but Sharon Carter opens the door and lets them both in. Captain America walks inside and runs into Sam Wilson, commenting he's relieved to see him there, all of his other friends are trying to kill him. Sam responds asking if he thought he was Hydra, that if he was he would seriously let himself get lapped during their jogs. They catch up some more while Sharon tells Natasha she doesn't know what she would've done without her distress signal. Black Widow says Hydra almost caught them because of it and it's only a matter of time before they find this Hotel too. Sharon says she's coming up with a plan but that they were up all night and should just worry about getting some rest and a shower.

Once it gets dark outside, Wolfgang Von Strucker is at his home and the Winter Soldier sit shrouded by darkness in his kitchen. The Baron says he's glad that he came, that S.H.I.E.L.D.'s enhanced Agents seem to be more than capable of surviving their campaign. Strucker then says he didn't want to come down to this, but that he needs the Winter Soldier to search the country and take them out. No mercy, even one of them surviving means S.H.I.E.L.D. survives, they can't have that. In Frederick the next day, Captain America asks Black Widow how she's doing and Natasha responds how she thought she was doing good after Fury turned her around, but in reality she just exchanged the Red Room for Hydra. Captain America tells her that she's helping him now, he trusts her and knows she's got his back. In a way, he kinda knows how she's feeling. The whole reason he dived into the arctic was to save the world from organizations like this, but now he just doesn't know. Sam then comes in and tells them to come to the other room. Inside, Wilson shows them on Television the WHiH News reports of Hydra in talks to officially become the "new" S.H.I.E.L.D. He says that his nephew told him about it yesterday, and it's getting worse. The public, even their old friends are starting to go along with this. Captain America says they need to just find a way to get the truth out there, if everyone knows what Hydra really is they'll have to go underground again.

Sharon Carter says what they need is a bargaining chip. Sharon then drops some pictures of Agent Sitwell in Baltimore, Black Widow asks what he's doing there and Sharon explains he's there to try and sweet talk Robert Stern, the state senator to sign off on Strucker's proposal. Sam tells her he's out of the capital and if they go now it might be their one chance to get someone on the inside talking. Captain America says they barely have equipment but Sam tells him he brought a pair of wings, asking how he thinks they got to the Hotel without a car. Sharon Carter mentions it wasn't very much fun on her end.

In Baltimore, Agent Sitwell is escorting Senator Stern out of the building until the Politician whispers "Hail Hydra" to him and they both go their separate ways. He soon gets a call and picks it up only to hear Sharon Carter on the other end of the line, who points a fake sniper dot on him and tells Sitwell to do exactly as she says. Doing as told, it cuts to him being interrogated by Black Widow and Captain America on the rooftop but him refusing to say anything. Aggressively, Natasha pushes Sitwell off the roof and Sam in his Falcon suit flies and picks him up, dropping Sitwell back on the roof with no physical harm done. He confesses everything saying that once Hydra dismantles S.H.I.E.L.D. and becomes the new leading organization on superhuman relations they're going to use their new resources to start enforcing their political beliefs all over the world. That's why they waited until now, S.H.I.E.L.D. had to be big enough to support a coup like that and the world had to be scared enough to let them. Steve asks what exactly that means, and Sitwell says for one going after anyone who could oppose them. Listing off the Avengers, a Valedictorian from Iowa, and Frank Castle. Not him though, they actually didn't think Captain America would be a problem. He tells him he thought wrong and grabs Sitwell by the arm back to the car.

The five of them start driving through the city while Black Widow asks Sitwell if he still has access information into the Triskelion. He confirms that he does, but they're insane if they think they can penetrate the most secure building on the planet. Captain America says they're not just going to sit here and let Hydra execute millions of people. Sharon says that he might have a point though, suggesting that Sitwell smuggle them in. He claims that's a very, very bad idea and one he refuses to do. After saying that the Winter Soldier jumps onto their car and throws Jasper Sitwell into traffic before attacking everyone else. The Winter Soldier then makes their car crash spreading everyone out as he and back up Hydra Agents pursuing them. Sam Wilson uses a machine gun to take out the soldier and Sharon Carter tries to fight the Winter Soldier, getting horribly beaten. He gets distracted by Captain America and Black Widow whom he begins shooting missiles at to disperse them across the battlefield.

Sam Wilson is too distracted by the Hydra soldiers and Black Widow gets beaten by the Winter Soldier as well, leaving only him and Captain America to duke it out. The two super soldiers are closely matched, their strengths nearly equal until Steve rips the Winter Soldier's cowl off revealing his true identity to be Bucky Barnes! In shock, Captain America stops fighting and says "Bucky?" The Winter Soldier claims he doesn't know who that is and continues to fight. The Falcon soon flies in and with their combined abilities, he and Captain America stop the Winter Soldier's onslaught, only to be arrested and detained by more Hydra Agents. While they're all being taken to prison in a truck, one of the "Agents" knocks out her colleagues and reveals herself to be Maria Hill undercover. Telling the four of them she's been looking all over for them, they sure are hard to find. Black Widow tells her they wouldn't be alive if they weren't. Sam says what Natasha means to say is thank you for saving our asses. Maria tells them no problem and takes over driving, telling them they're heading to New Jersey.

Act 3

It does a montage of them driving for the next couple of hours before stopping at Camp Lehigh. Maria Hill explaining this is where they've been stationed after Hydra's taken everything else from them, back to basics. Everyone slowly gets out as Captain America looks around and has a flashback of the first time he was there in 1943 when Bucky dropped him off wishing him good luck in the training. They all go inside until Hill leads them downstairs and they find Nick Fury alive and well, but bedridden slowly healing from his wounds. At a special holding cell in Washington D.C., the Winter Soldier has flashbacks of being given his mechanical arm and ordered by Hydra over the years, he then asks Baron Von Strucker who that man was and how he knows him. The Baron answers honestly that his name is Steven Rogers, but who he is isn't important, not anymore. What he does want to know is why he failed to kill them. Winter Soldier claims that he was distracted, something felt off. Von Strucker goes over to Rumlow and asks how long he's been like this, he says since Baltimore, he thinks they should freeze him again. Von Strucker says nonsense he needs to stand by for when the High Council comes, he slowed down the mutiny before, he's still capable. Brock Rumlow goes over to the Winter Soldier and says he's going to keep working until further notice, but next time there is no room for mistakes. If he runs into Steve Rogers or any Agents of S.H.I.E.L.D. again he will have to kill them, no hesitations, he then asks if he's clear and the Winter Soldier tell him yes.

Back at Camp Lehigh, Captain America asks Nick what happened and he says he was able to fake his own death to get Hydra off his back slowly to try and rebuild S.H.I.E.L.D. Once they sent out the distress signal Hill started looking for them. Steve insists he could've told them but Nick claims he had to be sure that Steve and Natasha were legit. After that, Falcon walks in escorting Agent Phil Coulson and Captain America asks if they did the same thing to him. Coulson informs him not quite, he did actually die two years ago when Loki stabbed him. He's just a Life Model Decoy of the man he knew, claiming it was a discontinued program, long story. He asks who else knows and Falcon says just them and Romanoff, Coulson comments he'd like to keep that way, it has a habit of making people uncomfortable when they find out. The only reason he's here is to check in with Nick, he's leading his own team of Agents out of this mess, Steve says he'll leave them to it then. Black Widow is talking to Maria Hill in another room who tells her that they're running this a little close to the clock. Hill responds exactly, exposing Hydra to the public won't be enough, Baron Von Strucker is going to meet with the High Council later today. The most powerful weapon S.H.I.E.L.D. has are their Helicarriers, if used for the wrong purposes they could wipe out entire cities or even small countries, the perfect tool for enforcing Hydra's authority when all's said and done. Their only hope is sticking one of these data files into the Helicarriers before they can do damage, which will give them overriding commands to start turning on each other.

Outside, Captain America is standing by himself until Sharon Carter walks over. She asks him if he's alright and he says three different ghosts from his past have all shown up in the last twenty four hours alive and well. He could understand Fury and Coulson, that's just S.H.I.E.L.D. even their secrets have secrets, but Bucky, his best friend, working for Hydra!? Of all the thing he's seen after the defrosting that's the one thing he cqn't make peace with. Sharon tells Steve the story of when her Aunt found out he was unfrozen for the first time she was with her. It was an emotional day, they didn't ask how or why or think about what life would be like for him, they just knew an old hero was back and that alone gave everyone hope. Steve smiles and says Bucky deserves the same. Whatever nightmare he's caught up in, he's going to get to the bottom of it and save him, just like he did for him all his life, but first, he needs a costume.

At the Triskelion again, Wolfgang Von Strucker greets the S.H.I.E.L.D. High Council who had just arrived. Hawley, Rockwell, Yen and Singh are uneasy around Strucker but Malick proudly greets him. It then shows Black Widow undercover in the lobby as well, telling the team over her com that she's in. Captain America is then shown walking through D.C. outside the building along with some back up S.H.I.E.L.D. Agents and tells her to stay close to the Council. The soldiers point out how the Helicarriers are beginning to start flying and Cap asks Falcon for a boost. He then flies both of them into a nearby Helicarrier where both of them take out any nearby Hydra soldiers and begin looking for a way into the interior to put in the data file. It then shows the Winter Soldier who takes out the S.H.I.E.L.D. backup on the ground and gets inside a quinjet flying himself up to the Helicarrier in order to confront Captain America. In the meeting room, the High Council says they've thought through it and ultimately came to the agreement that they ultimately reject his notion of turning S.H.I.E.L.D. into Hydra. Strucker says he's truly disappointed in their answer and then tells the Helicarrier to target Rockwell, Singh, and Yen for rejecting them. It does exactly as instructed and shoots the three of them dead, only Malick and Hawley remaining. Malick shakes Wolfgang's hand and says he is the true Baron of Hydra, the two remaining Councilmen agree to it. They ask Hawley if she votes with them and she proceeds to punch both men, revealing herself to be Black Widow wearing a Photostatic Veil, who holds up Malick and Von Strucker with a gun.

Captain America notices the Helicarrier shooting at the Triskelion and Falcon says he'll try and temporarily disable the guns, while doing that he begins getting attacked by the Winter Soldier's quinjet, who shoots one of his wings which causes Falcon to begin flying erratically as he tells Steve what just happened. Captain America inside the Helicarrier Control Room uses his com to tell Falcon to land on level 44 with Romanoff. Sam tries to but accidentally crashes in two floors below, claiming the numbers aren't written on the outside! Steve keeps trying to talk to him through the com but the Winter Soldier shoots it out of his hand. The two former friends face off each other prepared to fight over the data files. Captain America begs him not to make him do this, but the Winter Soldier is ambivalent to his pleas and they begin to fight.

Back in the meeting room, Von Strucker laughs and says Black Widow can kill him if she wants, it won't stop the Helicarriers from doing what they're assigned to do. Black Widow responds Captain America is going to deal with that, and Strucker says that's exactly why the Winter Soldier was sent on board to stop him. Black Widow sharply replies that she has back up of her own, a Helicopter soon lands outside with Nick Fury himself walking in, Malick being surprised but Von Strucker unsurprised, claiming he had his doubts Nick would go down so easy. On the lower levels, Falcon is walking through the building trying to get upstairs before being confronted by Brock Rumlow who tells him he should be with the other making sure the plan is followed through. He tells him he doesn't "play for his team" and the two engage in a fight as well. Steve and the Winter Soldier continue to battle over the data file and in the Meeting Room again Nick Fury says there was a time he would've taken a bullet for him and Von Strucker tells him he still should. He's just trying to free humanity, Black Widow asks from what, and he says "freedom". It's the very reason we live in such a broken world, and Hydra is the only one who can fix it.

Nick says he'll never get the chance to try it and Von Strucker responds that he begs to differ. The High Council is dead and a member incapacitated, the only surviving Councilmen Malick is the deciding vote. He says that he supports the foundation of Hydra, Von Strucker explaining how that means S.H.I.E.L.D. is officially over. Black Widow tells him not if the whole world sees who they really are. She then goes to a computer and begins releasing of the secure files, Nick Fury asks her not to do that claiming they'll figure something else out, but Natasha says they have to do tom S.H.I.E.L.D.'s been keeping secrets for too long. It shows all over the country people looking at all the Hydra and S.H.I.E.L.D. Secret files that are going viral on the internet. Back on the Helicarrier, Captain America is finally able to subdue the Winter Soldier and places the data file into the system, turning the Helicarriers on each other. Strucker starts telling Fury and Romanoff how he thought Captain America of all people would understand, Fury sure brainwashed him well. Nick tells Von Strucker everything the Captain did he choose, he could've told S.H.I.E.L.D. to kiss his ass and retired after New York but he didn't, because he knew it was the right thing to do. Unlike them who turned Bucky Barnes, just as noble of a man, into their own mindless killing machine by breaking his mind. They might hide behind the guise of wanting to save the world, but he knows Hydra just wants control. While saying that it shows on the Helicarrier Captain America and the Winter Soldier are still fighting, Cap telling Bucky he's not going to hurt him anymore.

That he might not remember him, but he knows there's good in his heart. That he fights for justice just as much as he does, and a hero of his caliber deserves better than this. Winter Soldier beats him into submission until Steve tells he'll teach him how to be good, just like he taught him. That causes the Winter Soldier to stop fighting and eventually the Helicarrier they're stationed in gets shot down and begins crashing into the Triskelion. It shows Falcon fighting Brock Rumlow and getting beaten, until the Helicarrier crashes into him and on the upper levels Von Strucker and Malick try to escape in the confusion. Fury though manages to quickly get his gun and shoot Wolfgang in the chest, causing him to fall to the ground fatally bleeding, his last words being Hail Hydra. Fury and Natasha eventually rendezvous with Falcon in the hallway and the three of them realize they need to get this Helicarrier fallout under control. It then shows Albert Malick digging Rumlow out of the rubble and escaping amidst the chaos. Falcon, Black Widow and Fury then go into the control room and start activating certain protocols and systems which stop the Helicarriers from falling into the city. It then shows in the Potomac River, Captain America emerges from the water onto the muddy banks bleeding and exhausted. As he finally stops swimming he calls back his shield with the electromagnetic plates and sheds a tear for Bucky and all that has happened.


Captain America is sitting in the park reading The Hunt for the Red October, until Nick Fury sits next to him and says that he's retiring from his Directorship at S.H.I.E.L.D. He's getting old and doesn't think he has what it takes to lead anymore. As Nick gets up he says he'll be around, but they won't be seeing him for the long stretch. Fury then starts walking away and Captain America stands up and says thank you, for everything he's done. Nick Fury tells him to never change before walking off. At the Pentagon, politicians insist Hydra is still out there, S.H.I.E.L.D. has been set back at least twenty years in terms of influence and technological development, and disturbing news has come up about Natasha Romanoff's history prior to her career as an Agent. They ask why the Government shouldn't just shut them down now and take superhuman affairs into their own hands.

Black Widow says that they're right to feel nervous, but that they don't understand the world like S.H.I.E.L.D. does and they need them to protect everyone from what Hydra has planned next, or any other threats that may arise, while making the speech it does a montage of Senator Robert Stern being arrested by the authorities for his involvement with Hydra. The politicians then respond saying their Director Nick Fury just walked from the program, their High Council has been completely dissolved, they want someone they can trust at the top, Maria Hill. Black Widow says Steve Rogers played a vital role in saving the entire country from Hydra, but the Politicians stand by their decision for Hill to become Director. They ask for support and everyone (even Captain America and Falcon) give ayes. Hill then says she'll accept the position and do her best to rebuild S.H.I.E.L.D. As Hill gets surrounded by reporters the Agent begin walking out and Black Widow finds Cap saying that she tried. Steve responds to her that he was never cut out to be Director, this is better. She then promises they'll find Bucky one day, and fix what what Hydra did to him one way or another, Steve says he appreciates that.

They hug and Captain America runs into Sam Wilson, who asks what he wants to do now in between his time as a S.H.I.E.L.D. Agent. He asks what he means by that, and he says he's spent all of his time being unfrozen just reading up on the last seventy years but there's not going to be much left to learn after this. He can do whatever he wants, Sam then asks what makes him happy. Steve smiles and says "Well..."

End Credits

Teasing Avengers: The Ultron Imperative

It shows inside a Hydra Facility in Siberia, the Winter Soldier is being placed into Cryosleep by Heinrich Zemo, who is then told by Albert Malick that this defeat has been embarrassing, the plan they've been slowly building for their entire lives has all but crumbled. Heinrich tells him Von Strucker's ambition was always going to lead to failure. He puts his hand on the Winter Soldier's chamber and says genetics and engineering are what is truly prosperous. Malick points out that the Workshops are some of the only parts of Hydra that survived and Zemo tells him exactly. He then shows Albert a large world map and points to Eastern Europe, saying Transia is the safest testing ground to oversee their new research. Through it, they'll slowly rebuild...


  • Captain America: The Winter Soldier has many parallels to two films from Star Wars Episodes Revenge of the Sith and Return of the Jedi. Baron Von Strucker's arc in the story of being undercover in S.H.I.E.L.D. while simultaneously trying to convert Captain America to his ideology is highly reminiscent of Chancellor Palpatine's relationship with Anakin Skywalker. However, by the end of the film Captain America becomes more like Luke Skywalker and the Winter Soldier Anakin, when he gives up fighting due to the belief there's still good in him. Captain America in both situations, doesn't give in to the metaphorical "dark side" the way Anakin or Luke did. Ironically, one of the films Captain America watches to catch up on history at the beginning of the film is Star Wars.
  • Falcon, in the comics, was not actually a pilot before joining S.H.I.E.L.D. and instead worked as a hitman for the mob before being redeemed by Captain America.
  • The Electromagnetic Wrist Plates on Steve's forearm is a notorious tool used by Ultimate Captain America.
  • Agent John Bronson, is also an alias used by Baron Von Strucker in the comics to go undercover in S.H.I.E.L.D. However, he never acted as a secretary under Nick Fury's directorship.
  • Brock Rumlow, the Hydra Agent undercover within S.H.I.E.L.D., is the real name of the Marvel Comics supervillain Crossbones. The Russos Brothers admitted they only added him in the movie to establish his origins, desiring to have him one day take on the comic moniker and costume.
  • Nick Fury and Black Widow doing subtle research into Hydra is actually a direct response to the events of Agents of S.H.I.E.L.D. Season 1 where Agent Coulson and his team follow a trail of crumbs eventually learning of Hydra's existence and how big of a threat they truly are.
  • When Black Widow asks Captain America where he learned to hijack a car, he responds "Nazi Germany". Which is a reference to the 1990s direct to video Captain America film.
  • Peggy Carter dancing with Steve Rogers is his way of making up to her the promise he made in 1945 that he would dance with her, the first woman he ever did it with.
  • Black Widow mentions the Ten Rings as one of the terrorist organizations that Hydra is far superior too. The Ten Rings are minor villains in Iron Man and the main villains of Iron Man 3.
  • The Winter Soldier having a mechanical arm is a result of an event in Captain America where a rock being dislodged off of a nearby mountain and collapses onto Bucky's arm, causing it to detach and him to allegedly fall to his "death".
  • Hydra's origins of being created by elite families and politicians from totalitarian regimes throughout the 20th century is hinted at during the finale of Agent Carter season 1 when the imprisoned Arnim Zola of the Axis Mundi and Johann Fennhoff of the Red Room form a friendship with one another.
  • Von Strucker mentions in his speech that Hydra will stop events such as New York or London from occurring in the future. The latter of which is a reference to Thor: The Dark World when Thor and Beta Ray Bill battled the Aether induced supervillain Malekith.
  • Sam Wilson explains that he was informed by his Nephew of Hydra's attempts to publicly remake S.H.I.E.L.D. His nephew is Jim Wilson, a supporting character who appeared and worked alongside S.H.I.E.L.D. in The Incredible Hulk 2.
  • When Agent Jasper Sitwell is being interrogated by Captain America he mentions one of the targets Hydra wished to terminate was a man named Frank Castle the comic book identity of the Punisher. When asked if this was proof the MCU had plans for the Punisher, Joe and Anthony Russo both claimed it would be a "spoiler" to tell them anything.
  • Agent Maria Hill in the comics became Director of S.H.I.E.L.D. after being promoted by helping Nick Fury manage New York after the events of Secret Wars.
  • Senator Robert Stern is the same politician who worked alongside Justin Hammer and scrutinized Tony Stark in Iron Man 2.
  • In the end credits, Heinreich Zemo informs Albert Malick that he wishes to strengthen Hydra's science division and Workshops on genetic testing. Proving the popular theory that Hydra was indeed behind the Workshop that appeared in Deadpool.
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