After The Avengers defeated Loki, Steve Rogers became a full-time S.H.I.E.L.D. agent while still trying to adapt to the modern world. One morning he befriends Sam Willson, a War Veteran who claims to be a flight agent until his friend was killed during a mission. They are interrupted by Black Widow, who came to pick up Steve because they have a new mission. The mission is to recover a S.H.I.E.L.D. boat that was hijacked by French terrorists and they'll be assisted by S.T.R.I.K.E. squad led by Brock Rumlow. During the mission Steve catches Romanoff hacking the boat's databases and saving the data into a USB.
Steve asks Nick Fury why he ordered Natasha to do that, to which Fury explains that ever since the Chitauri Invasion, S.H.I.E.L.D. has been working a project called "Insight", which involves three Mega Helicarriers that once in orbit, can strike down any enemy instantly. Steve is disgusted by the idea because the helicarriers could kill millions of innocent lives if used wrong and is disappointed that S.H.I.E.L.D. would do something like that. Fury tries to access the data on the USB but is rejected. Fury asks his old friend Alexander Pierce to convince the World Security Council to delay the launch of the Hellicarriers just to make sure nothing's wrong with them.
Fury is still suspicious but on his way home he is attacked by S.H.I.E.L.D. agents that have gone rogue, he fends them off with his armored van but is overpowered by a masked man with a metal arm. Fury escapes and makes it to Steves' apartment, tries to warn Steve about the rogue agents and gives him the USB but he's shot mortally by the masked man, Steve tries to catch him but fails. Fury is declared dead at the hospital and Steve is told by S.T.R.I.K.E. that he must go to S.H.I.E.L.D. immediately, before leaving he hides the USB on a vending machine.
Alexander Pierce reveals to Steve that now he's S.H.I.E.L.D.'s director and that he found evidence of Fury hiring the French terrorists in the first place. He tries to convince Steve to reveal what happened when Fury was assassinated, Steve flees and Pierce sends S.H.I.E.L.D. after him. After escaping, Natasha tells Steve that the masked man that killed Fury is known as "The Winter Soldier", an incredibly dangerous assassin that most people believe isn't real but she's faced before. Natasha uses the USB to investigate the Rogue S.H.I.E.L.D. agents and tracks down a signal to Steve's old training facility when he was in the army.
Once they make it to the training facility, which is actually where Peggy Carter and Tony Stark's father founded S.H.I.E.L.D. They also discover a hidden room where Armin Zola, the scientist that worked for Red Skull, lives as an AI. Zola explains that after WW2 he was recruited to S.H.I.E.L.D., during which he secretly began a new Hydra which eventually will fully take over S.H.I.E.L.D. Zola distracts them long enough for Pierce to send a missile their direction, but they survive. The two also learn that Howard Stark's death wasn't an accident but an assassination orchestrated by HYDRA.
With no allies left, Steve and Natasha go to Sam Wilson for refugee so they can plan how to stop Hydra's revival. Sam overhears their plans and offers his assistance, he also reveals that he isn't really a flight agent, he owned an experimental Jet Pack with wings under the alias "Falcon". The three steals a Falcon Jet Pack for Sam and kidnap a Hydra agent to interrogate. They learn that Hydra plans to use the Helicarriers to kill every single person on the planet that can potentially be a threat to them in the future. On their way to stop the Helicarriers, the three are attacked by the Winter Soldier again. During the fight, Steve learns much to his horror that the Winter Soldier is none other than Bucky Barnes, his childhood friend who was presumed dead during WW2. The reveal distracts them long enough to be arrested.
Before Steve, Natasha, and Sam can be delivered to Hydra, they are rescued by Marta Hill who takes them to an underground facility where S.H.I.E.L.D. agents that haven't gone rogue are hiding, including Fury who had faked his death so Hydra would stop hunting him down. He explains them from the Hydra files he discovered that Bucky survived the fall that allegedly killed him because Hydra injected him with a Super Soldier Serum replica. Barnes was kidnapped and brainwashed into the Winter Soldier; Hydra kept him in a cryogenic state for decades and would send him to assassinate threats to Hydra, including Howard Stark.
Steve is still in disbelief about S.H.I.E.L.D. being corrupt and Barnes being the enemy, but he resolves that both S.H.I.E.L.D. and Hydra must be destroyed. Fury reluctantly agrees and gives them three special chips that, if connected to the Hellicarriers, will trick them into destroying each other. Steve dons his old Captain America uniform for the mission and prepares for the worst knowing Hydra will send Bucky after them again.
The day the Hellicarriers are to be launched, Captain America and Falcon hijack the Hellicarriers to insert the chips while Black Widow and Fury confront Pierce. Natasha takes every single S.H.I.E.L.D. file and publishes them to reveal that they had been taken over by Hydra. Winter Soldier arrives, defeats Falcon, and fights Steve before he can insert the final chip into the third Hellicarrier. Steve refuses to fight his friend and tries to reach Bucky to no avail so he is forced to restrain him long enough to insert the last chip. He succeeds and the helicarriers destroy each other. Meanwhile, Nick Fury personally kills pierce and Rumlow is crippled by the collapsing S.H.I.E.L.D. headquarters when one of the Hellicarriers crashes into it.
However, Steve still refuses to abandon Bucky and drops his Shield, allowing Bucky to beat him up into submission. Barnes prepares to kill Steve but hesitates, at that moment the Hellicarrier they're on crashes into S.H.I.E.L.D. headquarters and knocks both of them into a nearby lake. Bucky rescues Steve before he drowned, but he left before anyone could find him.
In the aftermath of the battle, S.H.I.E.L.D. is officially declared dead while the Hydra agents that weren't captured fled to Sokovia with Loki's staff. Fury decides to go into hiding, while Steve decides to search for Bucky still believing that his friend can be saved, with Sam agreeing to help him.
In the post-credit scenes, Hydra agents are seen in Sokovia experimenting with Loki's staff on two teenagers, one who runs really fast and another who has psychic powers.
Why it Rocks
- A major change in tone from previous MCU movies.
- It has the perfect blend of action (some of the best in the MCU) and plot (its conspiracy thriller plot is awesome).
- It tackles the topic of how big organizations can be corrupted from the inside without you even noticing it.
- It does a great job setting up Avengers: Age of Ultron and Captain America: Civil War while still focusing on being a movie on its own.
- Introduces the Falcon to the MCU.
- Doctor Strange is briefly mentioned, Eventually Doctor Strange finally got his own movie in 2016.
- Near the end of the movie, Captain America's uniform is seen soaked with blood and mud, a strong metaphor for the events of the movie and Steve's increasing distrust of authorities.
- Both the Falcon and Black Widow are badass in this movie. So does Nick Fury too.
- Nick Fury's apparent death and Steve reuniting with an elderly Peggy Carter were both very strong moments for the MCU.
- The exciting climax at the S.H.I.E.L.D. Helicarrier between Captain America, Winter Soldier, the HYDRA-affiliated agents, and Maria Hill.
- The Winter Soldier is a compelling villain (and antihero) all at the same time.
- If you pay close attention when Zola shows Steve that Hydra assassinated Howard Stark you can see that the newspaper reporting Howard's funeral has the date December 17, 1991. This date would become a very important factor in Civil War.
- Great soundtrack.