Captain America: The Winter Soldier

**Captain America: The Winter Soldier** is a 2014 American superhero film based on the Marvel Comics character Captain America. Produced by Marvel Studios and distributed by Walt Disney Studios Motion Pictures, it is the ninth film in the Marvel Cinematic Universe and the third film of Phase Two. It is the sequel to 2011's Captain America: The First Avenger. The film was directed by Anthony and Joe Russo, with a screenplay by the writing team of Christopher Markus and Stephen McFeely, and stars Chris Evans as Steve Rogers / Captain America.

## Plot

Two years after the Battle of New York, Steve Rogers continues working as an agent of S.H.I.E.L.D.. While out on a morning jog in Washington, D.C., Rogers frequently passes a man who later introduces himself as Sam Wilson, a veteran United States Air Force pararescue trooper who now works as a counsellor at the U.S. Department of Veterans Affairs. After the jog, Wilson and Rogers share and bond over their common experiences in adapting to life after each serving tours in the armed forces.

Natasha Romanoff arrives to take Rogers with her on a mission to rescue the hostages of the S.H.I.E.L.D. vessel Lemurian Star, which had been taken over by a group of hired pirates led by Georges Batroc. Rogers, Romanoff, and Brock Rumlow, along with other members of the STRIKE, eliminate the pirates and rescue the hostages. However, mid-mission Rogers discovers that Romanoff had gotten her own secret mission from Director Nick Fury to extract the S.H.I.E.L.D. intelligence from the ship onto a USB drive. A suspicious Rogers remarks that Romanoff's disappearance nearly jeopardized the mission.

Back at the Triskelion, Rogers is angry with Fury for lying to him. Fury, as a sign of trust, takes Rogers to the basement where he introduces Rogers to Project Insight. Project Insight consists of three next generation S.H.I.E.L.D. Helicarriers that will be launched into the air and connected to Project Insight satellites at 3000 feet in the air to neutralize enemy hostile targets. Fury tells Rogers that "S.H.I.E.L.D. takes the world as it is, not as we like it to be," but Rogers responds that, "This isn't freedom. This is fear..."

Later, Rogers visits the Captain America exhibit at the Smithsonian Institution, and also visits an elderly Peggy Carter (who is suffering from a form of dementia) in a retirement home. He also meets with Wilson again after watching him speaking during the end of a session for veterans with PTSD.

Meanwhile, Fury discovers that the data on the USB is inaccessible. He informs Alexander Pierce, who had just concluded a meeting with the World Security Council about the hijacking of the Lemurian Star. Fury asks Pierce to make a formal request to the Council to delay Project Insight due to Fury's rising suspicions.

Fury leaves the Triskelion and is in-route to meet with Maria Hill when he is attacked by assassins impersonating policemen. He gets away, suffering a broken forearm, but is then soon stopped by a masked man in the middle of the road who shoots a Disc Grenade under Nick Fury's SUV, flipping it. However, before the masked man gets to Fury, he manages to use a hi-tech device to cut through the vehicle and street and escape into the sewers.

Rogers arrives at his apartment and, after talking to his neighbour, he becomes suspicious when he hears that his stereo is still on. He sneaks in through the window and finds the injured Fury sitting in a chair in the dark. He tells Rogers that his wife kicked him out, while communicating through written text on his phone that his story is misdirection because they are being eavesdropped upon. Fury tells Rogers that S.H.I.E.L.D. has been compromised, before being shot several times by the assassin from earlier standing on the adjacent building. Fury gives the USB drive to Rogers and tells him not to trust anyone, before falling unconscious. Rogers' neighbour smashes in the door, revealing herself to be Agent 13, who had been tasked by Fury to keep an eye on Rogers.

He then pursues the masked man, jumping through the window into the next-door office building. He throws his shield at the masked man on the rooftop but is surprised when the man is able to catch the shield with his cybernetic arm and throw it back before jumping off of the building and disappearing.

Fury is taken to a hospital in critical condition. His heart stops during surgery. After the doctors fail to revive him, his body is collected by Maria Hill. Rumlow tells Rogers he is wanted at the Triskelion for an urgent meeting. Feeling suspicious, Rogers quickly hides the USB in a vending machine and leaves. At the Triskelion, he is questioned by Pierce, who says he is one of Fury's oldest friends and wants to know who killed him. Rogers does not trust Pierce and says nothing about the USB or the circumstances of Fury's death, merely reiterating that Fury said not to trust anyone. He leaves Pierce to go to the hospital.

While in the elevator, Rogers is joined by Rumlow and several STRIKE operatives, and soon realizes that they are there to capture him. He fights the attackers and successfully knocks them all out, before jumping out of the elevator to avoid arrest. After landing, he drives away on his motorcycle and disables an attacking Quinjet. Pierce then declares Rogers a fugitive to be taken out by S.H.I.E.L.D. for withholding information on Fury's death. Later, Pierce turns out to be working with the masked man and shoots his house cleaner Renata for accidentally seeing the two men talking together in his home.

Rogers arrives later at the hospital, where he notices that the USB is gone. Romanoff appears from behind and reveals that she had taken it, and he angrily asks her what she knows about all that has happened. She tells him that the masked man is an assassin known as the Winter Soldier, and she had encountered him once before. She decides to follow Rogers. They go to an Apple store to see if they can access any of the valuable information on the USB. But they, as Fury did, find nothing. However, they are able to trace the location where the program on the USB was written. Rumlow and his team arrive and try to find them but fail to do so.

They steal a truck and drive to the location while talking about each other's past. When they arrive, Rogers realizes that they are at the Camp Lehigh where he trained during World War II. They find a secret storage room full of old computers inside an early S.H.I.E.L.D. office. There they find a more modern-looking USB slot and they put the USB in. The computers power up and someone starts to talk to them. That someone is Arnim Zola, who tells them that he was recruited by S.H.I.E.L.D. after World War II and that he helped to rebuild HYDRA inside S.H.I.E.L.D. However, in the 1970s, when he received the news that his body was dying (and with S.H.I.E.L.D. still needing his help), he had his mind transferred into computers. He had been working on an algorithm that HYDRA wanted. He told Rogers and Romanoff that some of the deaths of S.H.I.E.L.D. leaders had been due to HYDRA while showing them a picture of Howard Stark and implying that Stark's death might not have been an accident. He was also involved in the Winter Soldier program. But before Rogers and Romanoff can get any more information out of Zola, a S.H.I.E.L.D. missile shows up and destroys the bunker.

Rogers and Romanoff are able to survive the explosion and seek refuge with Sam Wilson. Wilson tells them that he can offer them assistance as he is part of a military project involving advanced personal flight suits. Rogers and Romanoff then go back to Washington D.C., to capture Jasper Sitwell, who is working for HYDRA. Sitwell had just finished a meeting with Senator Stern, another HYDRA conspirator, when Wilson calls Sitwell and forces him up on the roof of a tall building. Wilson, working with Romanoff and Rogers, gets Sitwell to inform them that Zola's algorithm could calculate if a person would be a threat in the future based on their past actions. Sitwell also tells the three that HYDRA is going to use Project Insight as a weapon to eliminate what they view as threats against themselves and the world, mentioning Tony Stark, Bruce Banner and Stephen Strange, though this would also mean that millions of innocent people would die.

The group heads towards the Triskelion but are attacked by the Winter Soldier and his men. A battle breaks out, and as Captain America and the Winter Soldier fight, the Winter Soldier's mask is torn off, revealing himself as Roger's former comrade and best friend, Bucky Barnes who Rogers thought was killed during World War II. When Rogers calls out to him, he does not recognise the name. Barnes escapes, and Rogers, Romanoff and Wilson are taken into custody by Rumlow and his men. While in the prison van, one of the guards stuns the other guard, revealing herself to be fellow S.H.I.E.L.D Maria Hill. She then uses a Mouse Hole to cut a hole in the van and escapes with the gang.

Hill takes them to a secret facility where Fury is resting, revealing that the director didn't die, although he was severely injured. Fury had taken an anti-stress serum developed by Banner that lowered his heartbeat to only one beat per minute so that he would appear dead. Hill and Fury tell them that Project Insight is only hours away and that they have to act quickly. The Helicarriers would reach 3000 feet, connect to the Insight Satellites, and zero all their targets before firing. The only way to prevent this is to use three special chips that would take away S.H.I.E.L.D.'s control over the Helicarriers.

Later, Rogers recalls how after the death of his parents Barnes offered him a place to stay so he wouldn't have to cope alone, promising to be there 'until the end of the line'. Wilson warns Rogers that Barnes may not be able to be taken alive, but Rogers vows to save his friend. As Rogers had lost his suit earlier, he breaks into the Smithsonian and steals his old uniform.

Barnes is being prepared for battle, but he starts to ask who "Bucky" is. He sees memories showing how HYDRA found him after falling off the train. Barnes then was taken to Zola who amputated his destroyed left arm and replaced it with a cybernetic one. He also remembers how he was put in cryostasis between missions so that he would not age. Pierce decides he is beginning to remember too much about his past, and they brainwash him again.

The members of the World Security Council arrive at the Triskelion. They are each given badges to wear on their collar that will grant them access to anywhere in the Triskelion. They then meet in Pierce's office. Rogers, Wilson and Hill break into the Triskelion and take control of the communication systems. Rogers reveals to the staff that there are HYDRA infiltrators in S.H.I.E.L.D., led by Pierce, and that they cannot be allowed to initiate Project Insight.

Rumlow and his men enter the control room and threaten the Cameron Klein to launch the Helicarriers. However, Agent 13 intervenes, beginning a gunfight, but Rumlow still manages to get the Helicarriers in the air.

Pierce pulls a gun on Councilman Singh, but Romanoff, using a Photostatic Veil reveals herself to be disguised as Councilwoman Hawley, and stops him. Romanoff begins to upload all of S.H.I.E.L.D. and HYDRA's secure files to the Internet. Pierce, held at gunpoint, informs Romanoff that two Alpha Level clearance members are required to disable the encryption so the files can be uploaded, and there is only one present (Pierce).

Fury, another person with an Alpha Level clearance, arrives on the scene. Fury notes that Pierce probably erased all traces of Fury being the director of S.H.I.E.L.D., but he had made a backup retinal scan using his damaged eye instead of his normal, working eye. Fury and Pierce then scan their retina and use their two Alpha Level clearances to disable the encryption, allowing Romanoff to upload the files.

Rogers and Wilson manage to put in the chips, with some hardship, for two of the Helicarriers, but when Wilson is going for the last one his jetpack is damaged by Barnes, and he is forced to skydive down to the Triskelion. Hill notifies Wilson about Rumlow heading to the council. Wilson intercepts him and the two begin to fight. Rogers attempts to place the final chip, but he is confronted by Bucky. Rogers and the Barnes fight, and during the fight Rogers tries to convince Barnes of his past as his friend.

At Pierce's office, the upload has finished. However, Pierce refuses to be taken in and uses his mobile device to trigger a small device in the security badges on the World Security Council members' collars, instantly killing them by burning a hole in their sternums. Romanoff is spared, and Pierce uses the device on the security badge to threaten Fury and Romanoff into lowering their weapons.

During this time, the Insight Helicarriers have connected with the satellites and are beginning to run Zola's algorithm, scanning for targets. Rogers manages to place the final chip on the Helicarrier seconds before the Insight Helicarriers fire, changing their targets to each other and causing them to shoot each other down. Pierce witnesses the destruction of the Insight Helicarriers. He decides to use the device on the security badge to threaten Romanoff to fly him out of the Triskelion. Romanoff activates a Taser Disk on herself, temporarily disabling the device on the security badge and giving Fury enough time to shoot Pierce and kill him.

Wilson, still fighting with Rumlow, sees the crashing Helicarrier and jumps out of the 41st floor through the window. He is saved by Fury and Romanoff. The chamber where Rogers and Barnes are in is severely damaged by the crossfire between the Helicarriers. Before he passes out, Rogers promises Barnes to be with him 'til the end of the line, reciprocating the promise Barnes gave decades ago. Rogers then falls into the water beneath and is about to drown, when a hand grabs him and drags him from the water. It is Barnes, who then disappears.

Rumlow is buried under rubble but is later seen being attended to by doctors. When Rogers wakes up sometime later, a lot of new events have happened. S.H.I.E.L.D. is unstable at the moment due to HYDRA. Fury is officially dead, and he has destroyed all evidence of being alive, even ditching the eye-patch for sunglasses. If somebody would ask what happened with Fury, he wants Rogers to answer that he was dead. Romanoff appeared in a Congressional hearing at United States Capitol with the high-ranking members of the United States Department of Defense to discuss who was responsible for S.H.I.E.L.D.'s downfall.

Because all of S.H.I.E.L.D.'s secure files were uploaded to the internet, along with Romanoff's past, she sets out to find herself a new identity after handing Rogers a file with information on Barnes and his experimental origins. Rogers looks at the file. Wilson realizes that Rogers is going to look for Barnes. Rogers decided to start looking for his friend, with the help of Wilson, so that he can convince him of who he really is. Rogers tells him that he doesn't have to go with him. Wilson replies, "I know. When do we start?"

Sometime later, Baron Wolfgang von Strucker is holding the Scepter inside the HYDRA Research Base in Sokovia, stating that there are HYDRA agents worldwide. He then walks over to a pair of cells. He stops in front of them and says, "This is the age of miracles..." One of the cells contains a man who is running around at a tremendous speed. The other one contains a woman who levitates a few blocks before she causes one to explode. The two are said to be the only survivors of a group of volunteers that were subjected to Strucker's experiments. Meanwhile, Barnes, dressed in civilian clothing, is at the Smithsonian Institution where he finds a whole section of the Captain America display dedicated to him.

## Cast

* Chris Evans as Steve Rogers / Captain America
* Samuel L. Jackson as Director Nick Fury
* Scarlett Johansson as Natasha Romanoff / Black Widow
* Robert Redford as Undersecretary Alexander Pierce
* Sebastian Stan as Bucky Barnes / Winter Soldier
* Anthony Mackie as Sam Wilson / Falcon
* Cobie Smulders as Deputy Director Maria Hill
* Frank Grillo as Agent Brock Rumlow
* Maximiliano Hernández as Agent Jasper Sitwell
* Emily VanCamp as Agent Sharon Carter
* Hayley Atwell as Peggy Carter
* Toby Jones as Arnim Zola
* Callan Mulvey as Agent Jack Rollins
* Jenny Agutter as Councilwoman Hawley
* Bernard White as Councilman Singh
* Alan Dale as Councilman Rockwell
* Chin Han as Councilman Yen
* Georges St-Pierre as Georges Batroc
* Adetokumboh M'Cormack as Ferdinand Lopez
* Aaron Himelstein as Cameron Klein
* Gozie Agbo as Doctor Fine / Interviewer
* D.C. Pierson as Aaron
* Danny Pudi as Moore
* Branka Katic as Renata
* Angela Russo-Otstot as Garcia
* Jon Sklaroff as Russo
* Steven Culp as Congressman Wenham
* Brian Hartong as Anderson
* Stan Lee as Smithsonian Guard
* Thomas Kretschmann as Baron Wolfgang von Strucker
* Henry Goodman as Doctor List
* Aaron Taylor-Johnson as Pietro Maximoff / Quicksilver
* Elizabeth Olsen as Wanda Maximoff / Scarlet Witch
* Nestor Serrano as General Scudder
* Damon Driver as Sergeant Michael Duffy
* Unknown Actor as Gerald Durand
* Unknown Actor as General Bryant
* Unknown Actor as Sandell

## Production

### Development

In April 2011, before Captain America: The First Avenger was released in theatres, screenwriters Christopher Markus & Stephen McFeely announced that Marvel had already hired the duo to work on the film's sequel. In September 2011, Chris Evans said that a sequel may not be released until 2014. In January 2012, Neal McDonough, who played Dum Dum Dugan in Captain America: The First Avenger, mentioned that a sequel would likely be filmed after the completion of Thor: The Dark World, which would likely have been before the end of 2012. By March 2012, Marvel whittled down the possible directors for the sequel to three candidates: George Nolfi, F. Gary Gray, and brothers Anthony and Joseph Russo. Walt Disney Studios announced the planned release of the sequel to Captain America: The First Avenger on April 4, 2014. Disney said, "The second instalment will pick-up where... The Avengers leaves off, as Steve Rogers continues his affiliation with Nick Fury and S.H.I.E.L.D. and struggles to embrace his role in the modern world." Markus later elaborated, "I think S.H.I.E.L.D. is the water Rogers is swimming in. It's definitely a Captain America movie. You know, if the first movie was a movie about the U.S. Army, then this is a movie about S.H.I.E.L.D... You will learn about S.H.I.E.L.D. You will learn about where it came from and where it's going and some of the cool things they have." In April, F. Gary Gray withdrew his name from consideration, choosing instead to direct the N.W.A biographical film Straight Outta Compton.

#### Writing

McFeely said the writing began in the middle of 2011, around the release of The First Avenger, with him and Markus "noodling on in hopes that there would be a second one and we did a lot of just throwing stuff at the wall and seeing what stuck". The first few months of writing were a back and forth process with Marvel, but after an outline was finished, the story did not change much. They opted to set the story in the present day, and, after "experimenting with flashback elements for more period World War II stuff", decided to abandon the flashbacks as "it became unwieldy." The film would be "Cap versus the world we all live in today", while averting excessive comedy regarding the hero's time displacement, as Markus considered the Captain "the most adaptive man on the planet." The tone would be more grounded in reality despite the advanced technology to contrast the fantasy elements from both the first Captain America and The Avengers. Despite that, the comic book origins guaranteed that the film would not have verisimilitude. This still proved a challenge in the reveal of Arnim Zola, that had to be extensively rewritten to convey how "this grounded espionage paranoid thriller suddenly screeches to a halt and you switch gears really quickly with this ghost in the machine" that introduces more science fiction elements.

Markus and McFeely wanted to adapt Ed Brubaker's Winter Soldier storyline from the comics, which they described as "the tone of Cap’s modern franchise", but it took the duo six months to convince themselves that they could do it. In the meantime, while thinking how to progress from the war film tone of The First Avenger, the writers settled on the conspiracy genre for the screenplay, and cited Three Days of the Condor, The Parallax View, and Marathon Man as influences, feeling it better conveyed Captain America's trust issues and contrasting values in the new world he was living in, with Markus saying, "If you put that 1940s man into present day geo-politics everything is going to seem like a conspiracy. It's just going to seem dirty and underhanded and shifty, and people won't be telling the truth." Three Days of the Condor in particular was used as the main source of the script structure, following the idea that the protagonist is being chased by a threat they, along with the audience, only discover halfway through the film.

The writers felt this approach was similar to how Stan Lee reinvented Captain America in the 1960s and 1970s, with "the Captain dealing with all sorts of the same things that the country was dealing with, Vietnam, Watergate and all that stuff, so he gets to have opinions on that", thus making the "guy who is ostensibly from the more black and white 1940s react to this ultimately grey world that we live in." Marvel Studios president Kevin Feige described the film as a political thriller, and as the duo struggled to figure out a third act, Feige suggested that S.H.I.E.L.D. be brought down and have Captain America fight the agency. The writers thought this was a great story point, for implementing "the physical manifestation of Cap changing the world." Markus even noted how the 1970s comics had similar conspiracies. The Hydra reveal made sure to include returning characters among the undercover villains, as well as references to the comics such as Arnim Zola being kept alive as a machine. Feige later elaborated on the political thriller nature of the film saying,

Feige said that Steve Rogers would be paired with other characters from The Avengers like Black Widow and Nick Fury, because unlike Tony Stark and Thor, who could return to their own supporting casts, Rogers had nowhere else to go, "and it just made sense that he was the one that stayed with what remains of the Avengers at the end of the film." The writers considered including Hawkeye, but "he didn't have enough to do and suddenly it seemed like we were giving him short shrift", leading all of his parts to be fulfilled by Black Widow, and Joe Russo added that Jeremy Renner's schedule could not be worked out for him to appear. As to why the Red Skull from The First Avenger did not appear in The Winter Soldier, Joe Russo explained, "I know we have a guy in a computer, but the tone we were chasing was sort of that conspiracy thriller. And we wanted to try and ground the movie as much as we could. And Red Skull, he's a fantastical character and didn't necessarily fit for Cap 2 and especially because it was about the fall of S.H.I.E.L.D. Certainly Hydra exists and that's his legacy, but there's something interesting about the fact that his legacy outlived the skull. And they're still dealing with the demons of it, but not necessarily him." Chris McKenna, who worked with the Russo brothers on the sitcom Community, contributed to the script by writing jokes for the film.

### Pre-Production

It's hard to make a political film that's not topical. That's what makes a political thriller different from just a thriller. And that's what adds to the characters' paranoia and the audience's experience of that paranoia. But we're also very pop-culture-obsessed and we love topicality, so we kept pushing to have scenes that, fortunately or unfortunately, played out during the time that Edward Snowden outed the NSA. That stuff was already in the zeitgeist. We were all reading the articles that were coming out questioning drone strikes, pre-emptive strikes, civil liberties, Barack Obama talking about who they would kill... We wanted to put all of that into the film because it would be a contrast to Captain America's greatest-generation way of thinking.

By June 2012, the Russo brothers entered negotiations to direct the sequel, and Samuel L. Jackson was confirmed to return as S.H.I.E.L.D. leader Nick Fury. Feige sought out the Russo's after watching the genre-parodying season 2 finale of Community which Joe directed, and for the additional ideas they brought to the initial story pitch. Joe Russo detailed that since the intent was for a political thriller, "all the great political thrillers have very current issues in them that reflect the anxiety of the audience." Thus, the brothers opted to include references to drone warfare, targeted killing and global surveillance. Joe even noted how during principal photography, the issues became more topical due to the disclosure of several National Security Agency surveillance-related documents. At the 2012 San Diego Comic-Con International, it was announced that the official title for the sequel was Captain America: The Winter Soldier, and that the Russo brothers would direct the film. After signing on to direct, the Russo brothers met with Ed Brubaker to learn more about where the Winter Soldier character came from, his thinking and the themes behind the character. In July 2012, Anthony Mackie entered negotiations to star as Falcon alongside Chris Evans in the sequel. Sebastian Stan was also confirmed to be reprising his role as James Barnes. By August 2012, Anna Kendrick, Felicity Jones, and Imogen Poots were being considered front-runners for a leading role in the film.

In September 2012, Chris Evans said filming would begin in March 2013. Evans also said that Rogers' adjustment to the modern world, which was originally set to be included in The Avengers, would be better suited for Captain America: The Winter Soldier. At the end of the month, The Greater Cleveland Film Commission announced that Captain America: The Winter Soldier would film in Cleveland, Ohio after the production was approved for a $9.5 million tax credit. Producer Nate Moore said that after also serving as a location in The Avengers, Cleveland's government was helpful in providing large locations for filming, which "provided production value which we probably could not have built in a backlot." McFeely joked that while writing ambitious action scenes "I did not realise a great American metropolis would say 'Sure, shut down three miles of freeway and go to town'." Portions of the film were also scheduled to be shot in California and Washington, D.C.

By October, Emilia Clarke, Jessica Brown Findlay, Teresa Palmer, Imogen Poots, and Alison Brie were being considered for Rogers' love interest in the film, and Scarlett Johansson was brought back to reprise her role as Black Widow. Later in the month, Frank Grillo was testing for the role of the villain Crossbones in the film, and by the end of the month, Grillo closed a deal to portray the character and Cobie Smulders signed on to reprise her role as Maria Hill from The Avengers.

In January 2013, Hayley Atwell, who played Peggy Carter in Captain America: The First Avenger, said that she would not appear in the sequel. However, Stanley Tucci, who played Dr. Abraham Erskine in the previous film, later said that Atwell would reappear in a flashback scene. Also, in January, Marvel Studios announced that the film would be released in 3D, and Anthony Mackie said filming would begin on April 1, 2013. Later that month, Toby Jones, who portrayed Arnim Zola in the first film, said that he would reprise the role in the sequel. By the end of the month, stages were being built for a shoot at Raleigh Manhattan Beach Studios in Los Angeles.

In February 2013, Emily VanCamp entered negotiations to play a female lead in the film. By March 2013, Maximiliano Hernández was signed to reprise his role as S.H.I.E.L.D. agent Jasper Sitwell from Thor and The Avengers and Robert Redford entered in talks to join the cast, as a high-ranking member of S.H.I.E.L.D., which he later confirmed. Toward the end of March, UFC fighter Georges St-Pierre was cast as a character based on the comics' Batroc the Leaper in the film. Powers Boothe was asked to reprise his role from The Avengers but was unable to due to working on Nashville.

Captain America's uniform was altered from the ones seen in previous films, with a Kevlar-based ballistic component that would protect Captain America but at the same time function like a military uniform. Joe Russo said, "We wanted to use his Super Soldier outfit from the Steve Rogers: Super Soldier series as a way to represent, thematically, his place in the world of S.H.I.E.L.D. and the difference between working for S.H.I.E.L.D. and being Captain America." For the Falcon costume, the filmmakers were interested in adding more of a tactical design than was represented in the comic books, by including real-world webbing, straps and gear and stripping away the more comic book elements.

### Filming

Principal photography began on April 1, 2013, at the Raleigh Manhattan Beach Studios in Los Angeles, under the working title Freezer Burn. Scenes taking place on the Lemurian Star were filmed on the Sea Launch Commander, docked in Long Beach, California. In early May, Dominic Cooper confirmed he would return as Howard Stark. On May 14, 2013, production moved to Washington, D.C. with filming taking place at the National Mall and the Theodore Roosevelt Bridge. The following day, Garry Shandling was spotted on set reprising his Iron Man 2 role of Senator Stern. Other filming locations in Washington, D.C. included the Willard Hotel and Dupont Circle.
Filming in Cleveland began on May 17 and was scheduled to last until mid-June with locations scheduled on the West Shoreway, the Southerly Wastewater Treatment Plant in Cuyahoga Heights and the Lakeview Cemetery Dam. Cleveland was chosen as a stand-in for Washington, D.C, with the city's East 6th Street doubling as 7th and D Streets in Southwest D.C. Other locations in Cleveland included the Federal Reserve Bank of Cleveland, the Cleveland Public Library, Cleveland State University, the Cleveland Arcade, Tower City Center, the Cleveland Museum of Art, and the Western Reserve Historical Society. Interior shots were also filmed inside private homes and the Pilgrim Congregational Church in Tremont. Filming in Cleveland concluded on June 27, 2013.

Trent Opaloch, best known for his work on District 9 and Elysium, was brought in as the director of photography. Opaloch said that while attempting to emulate the 1970s thrillers that served as inspiration for the writers and directors, the staging and lighting tried to bring realism through "classic framing and naturalistic lighting", and the filming was done with hand-held cameras. To achieve this, Opaloch used Arri Alexa Plus 4:3 cameras with Panavision anamorphic lenses and Codex Digital recorders. Stunt work aimed for realistic action, prioritising practical effects. The fight scenes were staged for months, with a choreography that aimed to highlight Captain America's superhuman qualities, and "move away from impressionistic action into specificity": the raid on the S.H.I.E.L.D. vessel had stealthiness as the Captain knocked out enemies to avert detection, and the freeway fight with Winter Soldier was more "last minute" to highlight the characters' struggle to survive.

In contrast to the quick editing and moving cameras of modern action films, The Winter Soldier aimed to feature longer action scenes that felt more visceral and dangerous. The Russo's mentioned the bank robbing scene of Heat as a major influence, which they described as "the most intense eight minutes of filmmaking I've seen in a movie theatre", and action scenes directed by Brian De Palma, such as the vault heist in Mission: Impossible, where "very likable characters are put in impossible situations that the audience is put on the edge on how they'd escape". Examples of these types of scenes include the ambushes on Nick Fury in the street and Captain America in the elevator.

### Post-Production

Additional photography was filmed in December 2013 and January 2014, in order for the Russo's to accurately show the state of each character after the defeat of S.H.I.E.L.D., having read the script of Avengers: Age of Ultron to guide their choices. Joss Whedon, director of The Avengers and Avengers: Age of Ultron, wrote and directed the mid-credits scene, which featured Quicksilver, the Scarlet Witch, and Baron Wolfgang von Strucker. The title sequences were created by design firm Sarofsky, who had worked with the Russo's since Community. Sarofsky collaborated with comic book artist David W. Mack on the sequences.
Anthony Mackie said the Russo brothers relied on minimal use of computer-generated imagery, stating, "The Russo's, what they did that was so great was, they wanted to stay with live action, which is a dying art form. If they can build it, they built it. If we could do it, we did it. They wanted to do as little CGI as possible. That's why the movie looks so great." Nevertheless, six special effects companies are involved in creating the visual effects of the film, including Industrial Light & Magic (ILM), Scanline VFX, Lola VFX, Luma Pictures, Whiskytree and The Embassy, with previsualization completed by Proof. The film contained 2,500 visual effects shots, with 900 worked on by ILM. The film featured extensive use of digital doubles. Russell Earl, ILM visual effects supervisor, said, "The character that we did the most work on was Falcon. We knew we were going to do CG wings. We also did some shots with wires and some with stunt doubles and head replacement. And we needed a very good digital double."

Lola VFX, who worked on the pre-serum Steve Rogers scenes in this film and Captain America: The First Avenger, also worked on shots featuring an elderly Peggy Carter. This involved digitally transposing the facial features of an elderly actress onto the face of actress Hayley Atwell who had performed her lines with no make-up and only a few tracking markers.

The Helicarriers in the film were completely digital. Earl said, "In The Avengers it was more like an aircraft carrier, now it’s an aircraft carrier with the addition of battleship-sized guns. We were all over the carriers with the virtual camera. We were on the decks; we were flying next to them. We had a lot of close ups and different angles. And we didn’t just have one; we had three. On top of that, we had to destroy them all." This CGI environment was also used in close ups. Earl said, "The challenge was to get in all of the detail to make it feel like it is a real, working ship. We created details down to the railings and all the human-scale stuff... For the shots in which we were destroying them, we had to have the internals as well, the hallways, the storage areas." Many of the shots of Washington, D.C. were digitally created due to numerous flight restrictions in the city which necessitated that locations be recreated by computer. However, aerial footage of the city was filmed and used for live action plate photography for shots involving the Triskelion, which is located on Theodore Roosevelt Island on the Potomac River.

350 different versions of the film were made, to accommodate for the different formats it would be released in domestically, while also accounting for international localization and formats. The versions had to be completed in 17 days, versus a normal turnaround time of three to four weeks for contemporary films, to make its theatrical release date. One of the various changes for localization was the contents of Captain America's notebook list seen at the beginning of the film. The first five items were different depending on where the film was released, while the final five items were the same across all prints. Marvel held online polls allowing fans to select the items featured in each country's release.

## Music

See Also: Captain America: The Winter Soldier Soundtrack and Music of Marvel Cinematic Universe

In June 2013, Henry Jackman announced that he would compose the film's score. About the score Jackman said, "...it's 50% production and all the tricks I've learnt from spending years in the record industry but then it's also got the kind of injection of symphonic, thematic, heroic music that all kind of merges into one musical, and hopefully coherent piece". A soundtrack album was released by Hollywood Records on April 1, 2014.

## Marketing

In July 2013, Marvel Studios released a teaser poster depicting a damaged and discoloured Captain America shield. The Los Angeles Times said, "the image suggests that Captain America might see some serious battle in the sequel" while Rolling Stone said, "the image hints at darker themes in the sequel". Later that month, Marvel Studios head and producer Kevin Feige, directors Joe and Anthony Russo, and cast members Chris Evans, Scarlett Johansson, Samuel L. Jackson, Sebastian Stan, Anthony Mackie, Cobie Smulders, Emily VanCamp, and Frank Grillo held a panel at 2013 San Diego Comic-Con International and presented footage from the film. In addition, Marvel had booths depicting a Smithsonian-type exhibit showing Captain America and the Howling Commandos from Captain America: The First Avenger. At the end of the month, audiences were shown a glimpse of the film along with some of Marvel's other Phase Two slate of films at Disney XD's Disney Fandom event.

In August 2013, Feige, Evans, Stan, and Mackie presented a clip of the film at Disney's D23 Expo. In September 2013, Marvel announced that it is again partnering with Harley-Davidson, continuing their relationship from Captain America: The First Avenger, with Captain America riding the company's Softail Breakout motorcycle in the film.
In October 2013, Marvel released the first trailer for Captain America: The Winter Soldier. The Hollywood Reporter said, "it looks like it'll live up to the 'political thriller' that's been promised for months now." The Los Angeles Times said, "[the] trailer runs 2½ minutes and teases plenty of action, conspiracy and clever banter between Captain America and his S.H.I.E.L.D. colleagues, with a smattering of the previously released Comic-Con International and D23 footage." The Los Angeles Times also noted that the day before the release of the trailer, the studio released "a teaser for a trailer." The trailer received 23.5 million views in the 24 hours after its release. In November 2013, Jed Whedon, the co-creator of the television series Agents of S.H.I.E.L.D., said that there were plans to reference events from the film into the show, stating, "Nick Fury is in Captain America: The Winter Soldier, and S.H.I.E.L.D. makes an appearance, so we will definitely try to tee-up some stuff and probably play a little bit of the fallout from that film."
In January 2014, Disney announced that in honour of the film, Captain America would be making appearances at Disneyland. The meet and greet experience opened March 7, 2014 and is called Captain America: The Living Legend and Symbol of Courage, located at Innoventions in Tomorrowland. Also, in January, Marvel Comics released a prelude digital comic titled, Marvel's Captain America: The Winter Soldier Infinite Comic, written by Peter David, with art by Rock-He Kim. The comic sees the return of the "Zodiac", the mysterious weapon first seen in the One-Shot Agent Carter, which has fallen into the wrong hands. Captain America, Black Widow, and Rumlow must track the weapon down and put it back in S.H.I.E.L.D. protection.

The first televised advertisement for Captain America: The Winter Soldier aired during Super Bowl XLVIII on February 2, 2014. According to The Hollywood Reporter, Disney paid over $4 million per 30-second spot. The Los Angeles Times said, "The clip promoting the April 4 release had a recognizably melancholy tone as Chris Evans' patriotic hero grapples with the moral ambiguities of the modern age." Also, in February, Gameloft announced that a mobile video game, titled Captain America: The Winter Soldier – The Official Game, would be released in conjunction with the release of the film in late March 2014 for iOS and Android platforms. A few days later General Motors announced that Chevrolet partnered with Marvel Entertainment and provided a specially designed Corvette Stingray C7 for use by the Black Widow in the film. The vehicle debuted at the 2014 Chicago Auto Show, where fans received limited-edition Captain America comic books. Evans was named the grand marshal of the 2014 Daytona 500 to promote the film's release. Later in the month, a 30-second television spot received "a lot of attention on social media" for a line featured in the clip. The line, which was said by Captain America, suggests that Nick Fury would die in the film. The Hollywood Reporter noted that it all seemed "a bit too obvious", noting the fact that Jackson, who plays Fury, would be reprising the role in Avengers: Age of Ultron, although pointing out that it could be in a post-mortem flashback appearance.

In March 2014, Marvel released the Captain America Experience app, that allowed fans to capture a picture of themselves with Captain America, and let them share it on Instagram and Twitter using specific hashtags to unlock 10 early screenings of the film across the United States, which took place on March 20. On March 18, ABC aired a one-hour television special titled, Marvel Studios: Assembling a Universe, which included a sneak peek of Captain America: The Winter Soldier. On April 1, 2014, Evans and Stan rang the opening bell of the New York Stock Exchange in honour of the film's theatrical release. Jackson appeared in advertisements for Sky Broadband.

## Release

### Theatrical

Captain America: The Winter Soldier was released in 32 markets on March 26, 2014 and in North America on April 4, 2014, in 2D, 3D and IMAX 3D. The film debuted on 668 IMAX screens worldwide, a record for films releasing in April. The world premiere took place on March 13, 2014 at the El Capitan Theatre in Hollywood, California. The Paris premiere occurred on March 17 at Le Grand Rex, the London premiere took place on March 20 at Westfield London, the Beijing premiere took place on March 24 and the Cleveland premiere took place on April 1. Chris Evans and Scarlett Johansson auctioned off passes to one of the premieres for charity.

### Home Media

Captain America: The Winter Soldier was released by Walt Disney Studios Home Entertainment for digital download on August 19, 2014 and on Blu-ray, Blu-ray 3D, and DVD on September 9, 2014. The physical media releases include behind-the-scenes featurettes, audio commentary, deleted scenes, and a blooper reel.

The film was also collected in a 13-disc box set, titled "Marvel Cinematic Universe: Phase Two Collection", which includes all of the Phase Two films in the Marvel Cinematic Universe. It was released on December 8, 2015. Captain America: The Winter Soldier was released on 4K UHD Blu-Ray on April 23, 2019.

## Reception

### Box Office

Captain America: The Winter Soldier earned $259.8 million in North America and $454.5 million in other territories for a worldwide total of $714.3 million. It became the fifth-highest-grossing film of 2014 worldwide. Deadline Hollywood calculated the net profit for the film to be $166.2 million, when factoring together "production budgets, P&A, talent participations and other costs, with box office grosses, and ancillary revenues from VOD to DVD and TV," placing it ninth on their list of 2014's "Most Valuable Blockbusters".

Captain America: The Winter Soldier made $10.2 million in Thursday night showings, more than double the midnight gross of its predecessor. It set an April single-day ($36.9 million) and April opening-weekend record ($95.0 million), while its opening weekend was a 46% increase over its predecessor. The film held the number one spot at the box office for three consecutive weekends, before being overtaken by The Other Woman in its fourth weekend. It achieved the largest total gross among films released in the month of April. At the end of its theatrical run, the film became the fourth highest-grossing film of 2014 behind American Sniper, The Hunger Games: Mockingjay - Part 1, and Guardians of the Galaxy.

Captain America: The Winter Soldier topped the box office on its opening weekend with $75.2 million from 32 overseas markets. The film debuted at number one in many territories, including Australia, China, and Russia and set a 3-day opening-weekend record in China among Disney films, with $38.81 million. It topped the box office outside North America on two consecutive weekends, followed by two weeks in second, behind Rio 2.

### Critical Response

The review aggregator website Rotten Tomatoes reported a 90% approval rating with an average score of 7.62/10, based on 295 reviews. The website's critics 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." Metacritic, which uses a weighted average, assigned a score of 70 out of 100 based on 48 critics, indicating "generally favourable reviews". CinemaScore audiences gave Captain America: The Winter Soldier an "A" grade rating on an A+ to F scale.

Todd McCarthy of The Hollywood Reporter said the film "takes the bold (for Marvel) step of reducing CGI spectacle to a relative minimum in favour of reviving the pleasures of hard-driving old-school action, surprising character development and intriguing suspense." Scott Foundas of Variety said it is "chockfull of the breathless cliff-hangers dictated by the genre, but equally rich in the quiet, tender character moments that made the first film unique among recent Marvel fare." Richard Roeper of the Chicago Sun-Times considered it "another rock-solid chapter in the big-screen story of Marvel," though he compared it unfavourably to The Avengers, Iron Man and Iron Man 3. Owen Gleiberman of Entertainment Weekly noted the topicality of the film and compared it to The Dark Knight (2008). Ty Burr of The Boston Globe said the film "delivers all the 3D CGI mayhem audiences have come to expect from the Marvel entertainment juggernaut, but there's darkness and confusion just under its comic-book surface." Joe Morgenstern of The Wall Street Journal praised the film's "emotional bandwidth" and nuances, and felt it fixed all the shortcomings of The First Avenger "and then some".

Conversely, Kenneth Turan of the Los Angeles Times characterized the film with a lack of inspiration. Manohla Dargis of The New York Times said, "Like many others of its type, Captain America: The Winter Soldier gets off to a kinetic start only to lose steam before blowing everything up." Robbie Collin of The Daily Telegraph expressed disappointment with the lack of risks taken by the film compared to its "relatively spicy premise". Mick LaSalle of the San Francisco Chronicle felt the film was too long, with unexciting and illegible action scenes. Joe Williams of the St. Louis Post Dispatch felt The Winter Soldier didn't explore the issues it raised and paled in comparison to The First Avenger. Jake Coyle of the Associated Press said the film's biggest misstep was the handling of Stan's Winter Soldier, and that it was "getting difficult to tell the Marvel movies apart".

Several critics have drawn comparisons between The Winter Soldier and the Metal Gear Solid video game series. Gameranx compared the film to Metal Gear Solid 2: Sons of Liberty (2001), stating that the first half of The Winter Soldier "feels like probably the closest movie adaptation we’ve gotten to Metal Gear Solid 2", with similar elements including the "stealth, an evil group, CQC, and even the moral dilemma about sacrificing one's personal liberties for the feeling of security." Entertainment Weekly noted that the film's opening tanker mission was "rendered as a Metal Gear Solid stealth mission". Eye For Film also said the opening sequence "will no doubt be familiar to anyone who's ever played Metal Gear Solid 2".

## Sequel

### Captain America: Civil War

See Also: Captain America: Civil War

Captain America: Civil War was released on May 6, 2016, and again is directed by the Russo brothers. Evans, Johansson, Stan, Mackie, VanCamp and Grillo reprise their roles from The Winter Soldier and they are joined by Robert Downey, Jr. as Tony Stark / Iron Man, Paul Bettany as Vision, Jeremy Renner as Clint Barton / Hawkeye, Don Cheadle as James "Rhodey" Rhodes / War Machine, Elizabeth Olsen as Wanda Maximoff / Scarlet Witch, Paul Rudd as Scott Lang / Ant-Man, and William Hurt as Thaddeus "Thunderbolt" Ross, all reprising roles from previous MCU films.