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Film: Captain America: The Winter Soldier
"Don't trust anyone."

"The price of freedom is high. It always has been. And it's a price I'm willing to pay."
Captain America

Captain America: The Winter Soldier is the 2014 sequel to Captain America: The First Avenger and the ninth film in the Marvel Cinematic Universe, directed by Joseph and Anthony Russo of Community fame. It can essentially be called a superhero-conspiracy thriller film.

Picking up after the events of The Avengers, the film revolves around the still struggling Man Out of Time, Steve Rogers, working with S.H.I.E.L.D. to battle new global threats as Captain America. However, after an assassination attempt on S.H.I.E.L.D. director Nick Fury by the enigmatic Winter Soldier, Steve discovers sometimes the greatest threats can come from within, and goes on the run with Black Widow to uncover the truth.

Stars Chris Evans as Captain America, Samuel L. Jackson as Nick Fury, Sebastian Stan as the Winter Soldier, Anthony Mackie as The Falcon, Scarlett Johansson as Black Widow, Emily VanCamp as Sharon Carter, Cobie Smulders as Maria Hill, Robert Redford as Alexander Pierce, Frank Grillo as Agent Brock Rumlow, and Georges St-Pierre as Batroc the Leaper.

As with Iron Man 3 before it, Marvel released an animated movie called Avengers Confidential: Black Widow & Punisher as a tie-in shortly before the film hits theaters. A one-shot comic book prequel called Captain America: Homecoming was also released two weeks before the film. The Agents of S.H.I.E.L.D. episode that aired the next week also ties in heavily with the movie, showing the events of the film from the perspective of Coulson's team, and the rest of the season (and the following season) is spent dealing with the aftermath.

It will be followed by Captain America: Civil War, which also serves as a crossover with Iron Man, Black Panther, and other superheroes.


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  • Absurdly Sharp Blade: Winter Soldier's tactical knife is strong enough to slice through the side of a van, though it may be more from his mechanical arm putting a lot of pressure on it rather than the knife just being that sharp.
  • Action Girl: Black Widow, Maria Hill, and Sharon Carter are all highly-trained and deadly agents of the spy organization S.H.I.E.L.D.
  • Adapted Out:
    • Aleksander Lukin, the original Big Bad behind the Winter Soldier's modern-day actions. His mentor Vasily Karpov, who was responsible for the creation of the Soldier, is ignored as well. They are replaced by other characters of the film. Alexander Pierce for the former and Arnim Zola for the latter.
    • Much of the Winter Soldier's background, such as his romantic and professional relationship with Black Widow, and in fact almost all of his Russian ties, is cut out.
  • Adaptational Villainy: Alexander Pierce and Jasper Sitwell work for HYDRA.
  • Adaptation Origin Connection: Minor example, but Brock Rumlow is introduced as a S.H.I.E.L.D. agent and ally of Captain America.
  • Adaptation Distillation: Like the other MCU films, The Winter Soldier blends elements from various sources and continuities. The basic plot is inspired by Ed Brubaker's Captain America run, while elements from the Ultimate Marvel universe (especially Mark Millar's The Ultimates 2) can be seen as well.
    • The Triskelion from The Ultimates makes an appearance.
    • Falcon's costume is based on his Ultimate design.
    • The idea of Sam Wilson being a former Air Force officer and having the name "Falcon" be a reference to his military service comes from the short-lived Heroes Reborn continuity.
    • The dissolution of S.H.I.E.L.D. due to its internal corruption by an outside force combines the effect the Skrull invasion had on the organisation in Secret Invasion with the premise of Secret Warriors that S.H.I.E.L.D. had been infiltrated and manipulated by HYDRA. The basic premise of Cap fighting against fascist infiltrators within the government also harkens back to the famous Secret Empire arc.
    • The idea of S.H.I.E.L.D. being infiltrated and taken over by HYDRA could also be from Warren Ellis' original plot for Nextwave.
    • It also draws heavily on the Nick Fury vs SHIELD miniseries from 1988.
    • The idea of S.H.I.E.L.D using its considerable resources to police the world was also a major theme in The Ultimates 2.
  • Advertised Extra: The eponymous Winter Soldier is actually a relatively minor character altogether. He's The Dragon to Pierce who steals the spotlight with his HYDRA shenanigans.
  • Affably Evil: Alexander Pierce and Agent Sitwell.
  • Airborne Aircraft Carrier: S.H.I.E.L.D is preparing to launch three new Helicarriers with repulsor tech developed by Tony Stark and bristling with long-range weaponry that can accurately take out thousands of individuals simultaneously from thousands of feet in the air. By the end of the movie, all three were dropped on the Triskelion and the Helicarrier dry dock.
  • All There in the Manual: A few plot twists are rather anti-climactic for comic book fans.
    • When Cap gives orders to Rumlow in the first scene, devout comic book fans will know that name belongs to the Red Skull's dragon Crossbones.
    • The fact that Winter Soldier is Bucky Barnes isn't a surprise to most Marvel fans. In fact, this twist was played out in the cartoon series The Avengers: Earth's Mightiest Heroes second season, and some promotional media for the movie spoil the reveal outright.
    • Heck, everyone who happens to see the cast list knows who is the Winter Soldier. By the time the final week rolled around before the movie was going to be released domestically, they didn't even bother trying to hide it anymore.
    • The fact Agent 13's real name is Sharon Carter is only known to those who read the closing credits. Or to those familiar with the comic books who also know that she is related to Peggy Carter which is never indicated on screen.
  • All There Is to Know About "The Crying Game": Thanks to the Hail HYDRA Memetic Mutation, even people who haven't seen the movie know who the bad guys are, and that's actually the biggest reveal in the entire movie, if not the entire franchise.
  • All Your Base Are Belong to Us: HYDRA, after its defeat in WWII, was rebuilt. The difference this time was that HYDRA scientists, including Arnim Zola, were recruited by S.H.I.E.L.D. and secretly corrupted S.H.I.E.L.D.
  • America Saves the Day: Captain America that is. note 
  • And Starring: "With Robert Redford as Alexander Pierce and Samuel L. Jackson as Nick Fury."
  • And the Adventure Continues: Nick Fury goes underground to fight HYDRA, Steve and Sam resolve to track down Bucky and get to the bottom of the Winter Soldier project, Natasha disappears to build a new cover for herself, and Bucky goes off to discover his own identity.
  • Ancient Conspiracy: As it turns out, much of what's happened since 1945 was the result of HYDRA manipulating history such that the world would willingly submit to its promise of order under it. It almost succeeds.
  • Antagonist Title: The Winter Soldier.
  • Anti-Mutiny: When the loyal S.H.I.E.L.D. agents attempt to stop the HYDRA infiltrators from carrying out their mission, lots of shooting goes on.
  • An Arm and a Leg: Winter Soldier has a cybernetic left arm. We see a bloody stump from the Soldier's perspective.
  • Arc Welding:
    • With the Iron Man films - Howard and Maria Stark were killed by HYDRA, and Senator Stern (seen in Iron Man 2 trying to get Tony Stark to hand over the Iron Man armor to the U.S. military) is a member of HYDRA.
  • Arc Words: "Captain's orders."
  • Shield Catch: Winter Soldier catches Captain America's shield when thrown at him from behind.
  • Artificial Limbs: Once again, the Winter Soldier's left arm. The film dodges the question of how the arm stays moored to his body, as in the comics, he is an otherwise unaltered human with a cybernetic arm. The experiments Zola conducted on Bucky in the first film, prior to his becoming the Winter Soldier eventually gave him physical attributes that match Cap's.
  • Artistic License - Geography: The Potomac near the island is nowhere near wide enough to fit the full length of a Helicarrier in reality.
  • Artistic License - Military: Falcon can be a PJ, or an officer; he can't be both. They may have meant to say he was a Combat Rescue Officer (CRO) which is basically the officer version of the same.
  • Artistic License - Pharmacology: Nick Fury fakes his death with "tetrodotoxin d", claiming it lowers the heart rate to 1 beat per minute. Real tetrodotoxin has the opposite effect - it's a stimulant and thus increases your heart rate (while also paralyzing your diaphragm, making you unable to breathe).
  • Attack Reflector: Cap uses his shield to bounce bullets back at his attackers during the highway fight.
  • Awesomeness by Analysis: Cap is able to tell the S.H.I.E.L.D. agents in the elevator are hostile by seeing subtle clues like excessive sweating and hands on their holsters.
  • Awful Truth:
    • HYDRA infiltrated S.H.I.E.L.D. at its very creation and has been waging War for Fun and Profit with the ultimate goal of conning the world into voting against The Evils of Free Will, thus succeeding where Nazi Germany failed. Project Insight is simply the turning point; the tool with which they plan to eliminate all of their potential opponents in a single coordinated strike.
    • The Winter Soldier's true identity also counts as this since he's truly Bucky Barnes.
  • Back from the Dead:
    • Bucky Barnes, who is revealed to have survived falling to his apparent death in First Avenger
    • While Zola's physical body died, his mind was transferred into a massive array of computers.
  • Badass Boast:
    • The captain does an incredibly low-key one in the elevator scene:
    Captain America: Before we get started... does anyone want to get out?
    • Then there's Black Widow at the senate hearings:
    Black Widow: "You're not going to put me in a prison. You're not going to put any of us in a prison. You know why? Because you need us. Yes, the world is a vulnerable place and yes, we helped make it that way. But we're also the ones best-qualified to defend it.
  • Badass Grandpa
    • Despite Fury's age (never stated, but probably 50+), he can kick ass, even while injured. Also, in a more literal example, Fury's grandfather was also a badass back in the day if his story is anything to go by.
    • One of the members of the Council was an elder woman, who suddenly shows that she's completely capable of fighting. Then it's subverted: it was Black Widow in disguise.
    • Cap, himself, since he mentions that, technically, he's 95. The same goes for the Winter Soldier.
  • Badass Normal: A lot of examples:
    • Batroc is able to go toe-to-toe with Cap despite not having a super soldier serum in his veins. He still loses, but it was an admirable effort.
    • Both Black Widow and Falcon have brief fights against Winter Soldier and are the only non-powered humans to survive direct battles with him.
    • Brock Rumlow/Crossbones averts this. He is smart enough to fight Cap with plenty of backup and weapons, and in a situation in which the odds are stacked in his favor. It doesn't help him much and while he was able to go lay a few good hits on Cap, it was after his team had him partially restrained and slowed him down somewhat.
  • Bad Present: Zigzagged. Steve has trouble adjusting to the present, but he admits that there are a few good things about it such as better food, no polio, and the internet.
  • Bait and Switch: During the climax, at S.H.I.E.L.D. headquarters, the female Council member suddenly beats the living hell out of Pierce and his henchmen. Then she removes her wig and deactivates an electronic mask, revealing that she was Natasha in disguise all along.
  • Beauty Is Never Tarnished: Black Widow seems to have lost some of her invincibility she had on display in The Avengers, but it may have rubbed off on Falcon instead who survives dangers such as a near-terminal velocity fall and having a building fall around him, AND catching a 250-pound man in midair with one arm, all with no visible bodily damage.
    • Played with with Cap. The only times where Cap is visibly injured is when he was on the receiving end of a No-Holds-Barred Beatdown and got a black eye. Then there was the scene just before it where Cap was successfully hit by the Winter Soldier's bullets. The reason this is played with is that, Cap was purposefully tanking those hits and every other time where he should be injured (including when he got stabbed by Winter Soldier which was the only injury that Cap didn't tank on purpose) the wounds either don't appear. Being The Super Soldier, is highly probable that Cap just healed the wounds between his fall to Potomac and his subsequent recovery. He has higher metabolism than normal, after all.
  • Been There, Shaped History: In the MCU, the Cold War, domestic terrorism and The War on Terror were orchestrated by HYDRA to demonstrate The Evils of Free Will. The entire time, they've been hidden inside of S.H.I.E.L.D..
  • Big Bad: Alexander Pierce is the leader of HYDRA and the one pushing for Project Insight.
  • Big Bad Friend: Anyone familiar with the source material would think that it was going to be Bucky Barnes for Cap, but it's actually Alexander Pierce for Nick Fury.
  • Big Brother Is Watching:
    • Steve's home was filled with systems of surveillance from S.H.I.E.L.D, and the nice Girl Next Door? She's an undercover agent of S.H.I.E.L.D. as well.
    • Zola's algorithm and Project: Insight. It uses things like your voting history, your bank records, your social media presence, and "your damn SAT scores" to predict if you're a threat and take action.
  • Big Damn Heroes: Several times over the course of the film, the most prominent of which is when Maria Hill saves Falcon, Cap, and Black Widow from being executed and buried in a shallow grave the way Rumlow plans.
  • Bigger Bad: Arnim Zola is the one who recreated HYDRA within S.H.I.E.L.D. but he has a small role in this film and is only one part of Project Insight.
  • Bilingual Dialogue: When Steve fights Batroc, he briefly demonstrates a high level of idiomatic French. As one of his Howling Commandos from the first film was French, and that Steve served in France (among other countries), this makes sense.
  • Bittersweet Ending: Project Insight is stopped, but S.H.I.E.L.D. is dissolved due to HYDRA's internal corruption of the organisation coming to light; Nick Fury continues to fake his death following every S.H.I.E.L.D. secret being leaked onto the internet, and goes underground to combat HYDRA. Black Widow's past is out in the open, but she faces no charges for her past crimes and goes away to form a new identity. The Winter Soldier saves Cap from drowning, but remains amnesiac and begins looking to find out the answers to his former life as Bucky Barnes, with Cap and Falcon setting out to track him down.
  • Black Comedy:
    Natasha: You do anything fun Saturday night?
    Steve: Well, all the guys in my barbershop quartet are dead, so, no, not really.
    • Natasha casually talks about Steve's love life after throwing Sitwell from high altitude.
  • Black Guy Dies First: Fury is the first to be assassinated by the Winter Soldier. Subverted when he's revealed to be Faking the Dead.
  • Body Armor as Hit Points: Nick Fury's bulletproof windows are presented as this; their integrity can be measured in percentage.
  • Bond One-Liner: After Cap's team rescues Sitwell and a group of hostages from the hijackers, Sitwell quips, "I told you; S.H.I.E.L.D. doesn't negotiate."
  • Book Ends:
    • Cap jumps into the sea at the film's start as part of a rescue operation, a confident man with a plan. In the final fight, he falls into the Potomac from a destroyed Helicarrier, battered and nearly dead. S.H.I.E.L.D. is destroyed, and everything he fought for is put into question. However, it is a familiar friend who saves him in this time of need - The Winter Soldier.
    • Cap repeatedly tells Sam "On your left," while running laps past him. At the end, Cap says the same thing while lying in a bed to the left of Sam. Also, the Marvin Gaye song Sam recommended is playing in the room.
    • Cap's first and last (not counting the part after where he doesn't fight back) fight in the movie end with him putting his opponent in a sleeper hold.
    • Tasha starts and ends the movie trying to find Steve a date.
  • Bottomless Magazines: Shows up a lot, but is notably averted when Winter Soldier pulls out his Skorpion submachine gun and holds down the trigger. It is empty in under two seconds. He then tosses it away.
  • Boxed Crook: Zola was recruited into S.H.I.E.L.D. along with other Nazi scientists. They used this opportunity to rebuild HYDRA.
  • Brain Uploading: Dr. Zola uses this method to survive into the present day and continue aiding HYDRA.
  • Brainwashed and Crazy: This is the method that Pierce uses to keep the Winter Soldier in line.
  • Break Out the Museum Piece: Steve eventually switches into his WWII Cap suit, after recovering it from the Air and Space Museum. Stan Lee plays a security guard who realizes that he's going to get fired for it.
  • Brick Joke:
    • At the start of the movie, Steve is seen lapping Sam constantly as they both run around The Mall, with the former calling out 'on your left!' as he passes the latter each time. Steve repeats this line when he regains consciousness at the film's end, with Sam standing vigil on the right side of his hospital bed.
    • In the same scene, Sam recommends the Trouble Man soundtrack to Steve. Sam has the soundtrack playing while Steve recovers.
    • Natasha suggesting potential dates to Cap.
  • Bridal Carry: Steve to an unconscious Natasha.
  • The Brute: Winter Soldier serves as the muscle to the Big Bad.
  • Call Back:
    • Steve still has trouble controlling his momentum when chasing someone. This time, he's leaving dents in the walls with his shield.
    • In the first movie, Steve tells the recruiter how his parents died. A flashback from this one picks up after his mother's funeral, he mentions she's buried, " to Dad."
  • The Cameo:
    • Senator Stern from Iron Man 2 shows up again this time as a HYDRA mole. During his conversation with Agent Sitwell, he even compliments the pin on the latter's lapel, reminding us of something he's forced to do at the end of that film.
    • Peggy Carter shows up in three scenes, once in the present, once in stock footage, once as a portrait displayed in the first S.H.I.E.L.D. bunker.
    • We see pictures and stock footage of the Howling Commandos, Howard Stark, and General Phillips from the first film.
    • Arnim Zola and a picture of Red Skull (before and after he took the serum) appear in a scene.
    • Stan Lee shows up as a security guard at the Air and Space Museum right after Steve steals his WWII Captain America duds from there.
    • Danny Pudi of Community fame plays a S.H.I.E.L.D. technician in a brief scene wherein he is held at gunpoint by Sam and Maria.
    • Ed Brubaker, who originally created the Winter Soldier in the comics, pops up as a nameless scientist.
    • When HYDRA begins Project Insight, one of the crosshairs their satellites focus on is Stark Tower.
    • Gary Sinise does the voiceover at Cap's Smithsonian exhibit.
    • Baron von Strucker, Scarlet Witch and Quicksilver all appeared in The Stinger.
  • Canon Discontinuity: Baron von Strucker being a modern times character seems to rule his appearance as a WWII-era HYDRA leader in the video game Captain America: Super Soldier non-canonical. Also, Steve is shown to have recently lost his mother while both are adults, with Bucky's parents mentioned as still being alive. This seems to rule the tie-in comic to the first film, Captain America: First Vengeance (where Steve and Bucky meet as orphans 6 years after Steve's mother's death), non-canonical.
  • Captain Obvious: The AI in Nick's vehicle.
  • Captain Geographic: Starring the Trope Namer.
  • Car Fu: Nick Fury gives a master class with how he exploits traffic and road signs to defeat his would-be assassins.
  • Casual Danger Dialogue:
    • The AI in Fury's car is incredibly calm for the situation.
    • Being in the middle of dangerous missions doesn't stop Natasha from suggesting girls for Steve to ask out, to the point of it being a Running Gag, including when performing High-Altitude Interrogation to Sitwell.
    • Maria Hill also does this when she's operating the radio, casually pushing her chair back from the table, firing a couple of times, then pulling the chair back again, all without interrupting her dialogue at all.
  • Catch and Return: Winter Soldier catches Cap's shield and tosses it back at him.
  • Celebrity Paradox: According to Steve's notebook, both Star Trek and Star Wars exist in the Marvel Cinematic Universe, implying Thor's actor Chris Hemsworth and Jane Foster's actress Natalie Portman both exist in this universe, too. Then there's Samuel L. Jackson, a.k.a. Mace Windu in the Star Wars prequels. Presumably a lot of people commented on the resemblance, which explains why Fury quotes Ezekiel 25:17 in his fake gravestone. .
    • Steve has a copy of All the President's Men on his bookshelf, which was made into a film starring Robert Redford, who plays Pierce. Pierce also has a bottle of Newman's Own in his fridge, a reference to Redford's friend and occasional co-star Paul Newman, and at one point stares out of his office window at the Watergate complex featured in the film.
  • Cerebus Retcon
    • Gives a minor one to Iron Man 2 with the revelation that Senator Stern is an agent of HYDRA, since this implies that the real reason he was after the Iron Man suits was so that HYDRA could make their own.
    • Another comes with Agent Sitwell, who was a really minor character in the movies and a close friend to Coulson in the few S.H.I.E.L.D. shorts (and was a protagonist in one of them, and also appeared in Agents of S.H.I.E.L.D.), turns out to also be a HYDRA agent. Damn. We almost liked that guy too.
    • In Captain America: The First Avenger HYDRA's catchphrase of "Cut off one head, two more shall take its place" was largely treated as a joke. This movie shows that it was far from it and more true than anyone would have ever guessed after they have all but taken over S.H.I.E.L.D.. Also, the whole business with how they captured Arnim Zola and he supposedly caved under Col. Phillips. Zola did it all just to use S.H.I.E.L.D. to further HYDRA's agenda.
  • Chekhov's Gun:
    • Fury's laser cutter that he used to escape the Winter Soldier has a role later on in the hands of Maria Hill, who uses it to save Natasha, Cap, and Falcon from their then-certain death.
    • The shock disc device Natasha used to temporarily disable the Winter Soldier in the highway confrontation is used once again by her on herself to short out Pierce's leverage on her, allowing Fury to grab a gun and shoot Pierce. (These discs were previously used in Iron Man 2.)
    • The holographic display technology that Pierce uses to communicate with the World Security Council establishes that technology exists to present an image of a person who isn't really there. Natasha uses this technology to infiltrate S.H.I.E.L.D. disguised as one of those Council members, and in the same room no less.
    • If the leaked concept art as well as a few trailers hadn't revealed it earlier, then Cap's WWII uniform, which Steve dons at the climax of the movie, being prominently displayed at the Smithsonian exhibition certainly would count.
    • The biographical information on Bucky Barnes at the Smithsonian's Captain America exhibit. At the end of the movie, after the Winter Soldier goes Walking the Earth trying to learn about his past life, he sneaks into the Smithsonian and begins reading it.
    • Throughout the climax Pierce keeps checking his phone. It turns out to have a program on it to kill the WSC members wearing the access badges they didn't know were armed.
    • Fury's Eyepatch of Power is covering his intact but blind eye, which has a back-up alpha-level access in case his default was deleted.
  • Chainsaw-Grip BFG: One of the gunmen in the highway ambush uses a minigun with this setup.
  • Chuck Cunningham Syndrome: Although the character is expected to return in later movies, the absence of Hawkeye here is glaring, given the circumstances. According to DVD commentary, the character was originally to have been shown pursuing Steve, but this was cut due to Jeremy Renner being unable to fit it in his schedule.
  • Clark Kenting:
    • At the Smithsonian Steve hides his identity by wearing a big jacket and a baseball cap. Only one awestruck kid recognizes him, but is convinced to keep it secret.
    • Steve uses this again when he's on the run, wearing a hoodie and thick-rimmed glasses with thick lenses. An Apple employee gives him a querying stare, but it turns out he just recognized that they own the same kind of glasses.
    • Natasha just relies on a hoodie. She shows her experience with this trope by giving advice to Steve on how to remain nondescript, including not running and pretending to be conversing (and kissing).
    • In the second end-credits stringer, Winter Soldier/Bucky visits the Smithsonian disguised, wearing a jacket to cover his metal arm.
  • Classified Information: S.H.I.E.L.D.'s system of clearance levels appears again. Steve's a little unhappy with how Nick Fury continues to hide information from him.
  • Clip Its Wings: The Winter Soldier rips one of the wings off Sam's Falcon flight suit during the climax.
  • Co-Dragons: Crossbones and the Winter Soldier serve as this to the Big Bad.
  • Cold Sniper: When Winter Soldier isn't a One-Man Army, he's this because his target is always singular and he rarely has to get up close and personal to kill them.
  • Combat Pragmatist:
    • Throughout the entire movie, Winter Soldier prefers efficiency over showiness, though he will bust out some martial arts moves on occasion. As an assassin trained specifically to eliminate his target quickly and entirely, he will take an easy way if he spots one.
    • Alexander Pierce is this as well, taking careful measures to make everything go smoothly.
  • Comic Book Movies Don't Use Codenames:
    • Crossbones and Batroc the Leaper are referred to by their civilian names. The former instance is probably to a purpose — Brock Rumlow is shown at the end of the movie as having (barely) survived the collision of the Helicarrier into the Triskelion, albeit with horrific burns all over his body, hinting at his return in a future installment. He may explicitly bear the codename "Crossbones" when he returns.
    • Black Widow is only referred to as such once. Throughout the rest of the movie people refer to her as "Natasha."
    • Averted with the Falcon - Maria Hill outright refers to him by his codename in the climactic battle. Falcon is also the codename for the flight-harness operation he was involved in.
    • Naturally averted frequently with Cap. Lots of people refer to Steve by his codename.
    • The Winter Soldier is called that because no one knows what else to call him.
    • Also averted for the absent Red Skull. When he's mentioned, he's openly referenced as Red Skull, not as Johann Schmidt (the trope was in full force for him in the first film).
    • Inverted: Sharon Carter is referred to as Agent 13 in all but the movie's last scene; even then, only her first name is revealed.
  • Commie Nazis: The Winter Soldier wears the Soviet red star, and uses Soviet ammo but was created and works for HYDRA, a splinter Nazi faction. This is in homage to the comics, where the Winter Soldier was a Russian assassin.
  • Command Roster: After S.H.I.E.L.D. goes underground.
  • Composite Character: Alexander Pierce has almost nothing in common with his comic book counterpart, and instead has much more in common with Aleksander Lukin, the original mastermind behind the Winter Soldier plot in the comics, and Dell Rusk, the Red Skull's cover identity from Geoff Johns Avengers run.
  • Computer Equals Monitor: Subverted when Steve smashes the screen of the monitor that Arnim Zola is using to address him - Zola simply switches to another monitor with a snarky "As I was saying..."
  • Computer Equals Tape Drive: The aforementioned computer also features this function. Justified as the equipment dates back to the early 70s.
  • Concealment Equals Cover: Averted. The walls of Steve's apartment do nothing to stop the Winter Soldier's bullets from hitting Nick Fury.
  • Conservation of Ninjutsu: Applied to nearly every fight that either Cap or the Winter Soldier are in. The battles against multiple opponents are easy, while the ones against a single opponent are much harder, especially when the two face off against each other. This is justified in that both Cap and the Winter Soldier are the only characters in the entire movie that are physically enhanced — the rest of the cast rely on weaponry and pure physical skill.
  • Conspicuously Public Assassination:
    • The initial assassination attempt on Nick Fury's life seemed to have the same concept of subtlety as Michael Bay. It involves assassins disguised as police officers walling in Fury's SUV and opening fire with sub machine guns and a hydraulic ram until the armor on it gives way. Then, as Fury makes his escape, the Winter Soldier uses a smart mine to flip the SUV over.
    • Averted with the second more successful attempt, which is simply the Winter Soldier sniping Fury thrice through a wall and vanishing into the night.
    • Later on Steve, Black Widow, and Sam are all attacked on the highway. Their assassination attempt involves Winter Soldier jumping on top of their car and ripping out its steering wheel, being rammed from behind by a Hummer, and then being unloaded upon with assault rifles, grenades, and a minigun. Reality Ensues when the ruckus attracts news copters forcing Crossbones to postpone any actual execution of Steve and his allies.
  • Continuity Nod:
    • In a rare preemptive example, an episode of Agents of S.H.I.E.L.D. name-dropped the Triskelion well ahead of the movie's release. In addition, "Level Eight" access being a minor plot point was introduced in the first season.
    • Agent Sitwell is seen on the Lemurian Star. Episode 16 of Agents of S.H.I.E.L.D. has him be called away to board the ship part-way through the episode.
    • The Falcon's flight gear sports a Stark Industries logo.
    • Peggy Carter and Howard Stark are shown to have been the founders of S.H.I.E.L.D., as established in Agent Carter.
    • Pierce brings up Fury's association with Iron Man while asking if Fury could get the hero to appear at his niece's birthday party.
    • The events of The Avengers (namely Loki's arrival and the Chitauri invasion of New York) are used as the major justification for why S.H.I.E.L.D. has extended its influence and now takes a much harsher stance against threats.
    • The Big Bad's faction targets President Matthew Ellis, among many others. He's also given a quote in Cap's Smithsonian exhibit.
    • It's mentioned that Stark oversaw the creation of the repulsor engines on the new Helicarriers after getting a "close look" at the old version - referring to the incident where he got stuck in one of the turbines during Loki's attack on the Helicarrier during The Avengers.
    • "Banner's condition" is brought up once.
    • The newly rebuilt Stark Tower, now dubbed "Avengers Tower", is seen as one of the targets of Project Insight.
    • The Stinger reveals that Baron von Strucker has Loki's scepter from The Avengers in his possession.
    • The plasma cutter that Fury uses to escape from his ruined car into the sewer/metro has the same blue beam as the one used to access the plane buried in the ice in the previous movie. The episode of Agents of S.H.I.E.L.D. that aired directly after the film's release revealed that they were invented by Fitz.
  • Continuity Overlap: The events of the movie have large repercussions for Agents of S.H.I.E.L.D. (the two episodes that aired before and after the US release of the film are literally set within the film's timeline), far more so than Iron Man 3 or Thor: The Dark World previously did.
  • Contrived Coincidence: Steve makes friends with a random Air Force veteran...who turns out to be a former pararescueman with the equipment that allows him to become The Falcon.
  • Cool Car:
    • Fury's armored SUV, complete with AI, a Gatling gun, and med-kit. Flight capability is also mentioned.
    • Black Widow has a Corvette, too.
  • Cool Plane: S.H.I.E.L.D. quinjets, complete with gun turrets, cluster bombs, and the ability to hover, are featured quite a bit.
  • Cosmopolitan Council: The World Security Council consists of an American man, a British woman, an Indian man, and an unidentified East Asian man. None of them wear ethnic costumes.
  • Crazy-Prepared:
    • Who but Nick Fury would think to have the retina scan from his blind eye encoded into the S.H.I.E.L.D. security system, in case his regular security access was ever deleted by a hostile force? There's also his plan to fake his own death, correctly assuming that no-one would bother wasting time or resources spying on a dead man, as well as ensuring that he doesn't have to worry about any more assassins being sent after him.
    • When Cap is attacked in the elevator, three groups enter to make sure he's outnumbered, they're armed with stun weapons and magnetic handcuffs that even he has trouble prying off the walls, and Sitwell sends additional backup before the fight is even over. After he's won and cuts the elevator cables for a quick escape, he finds that more backup is already moving on the floor the elevator stops at. No one but the "greatest soldier in history" could survive that.
  • Creative Closing Credits: The monochrome, symbolism-packed closing credits are reminiscent of the credits for a spy thriller such as one of the James Bond films.
  • Creator Cameo:
    • Stan Lee (of course) is an elderly security guard working at the Smithsonian.
    • Ed Brubaker appears as a scientist attending to The Winter Soldier.
    • Joe Russo, one of the directors for the film, appears as the doctor that treats Natasha and Nick Fury.
  • Cruel and Unusual Death: The Winter Soldier pulls Sitwell out of a moving vehicle and then throws him into the path of a passing truck. He also punts a S.H.I.E.L.D. agent into the engines of a moving Quinjet, causing it to explode. He also shoots another agent in the throat, and the man gives a choking scream of pain.
  • Cultural Translation: Captain America's "catch up" list. The list for the US audience includes I Love Lucy, the Berlin Wall, Steve Jobs and Disco. The UK cut of the film changes those items to Sherlock, The Beatles, the World Cup final of 1966 and Sean Connery, respectively. Other countries' versions can be seen here.
  • Curb-Stomp Battle: Nearly every fight that either Cap or the Winter Soldier are in, including those against multiple opponents. Fittingly, the only fights that avoid this are the ones where they are facing against each other.

  • Da Chief: Both Fury and Pierce are this to S.H.I.E.L.D but only Fury has the typical gruff and angry personality associated with the role. Pierce is grandfatherly in comparison.
  • Dangerously Genre Savvy: Zola exploits Talking Is a Free Action in order to kill Natasha and Steve.
  • Dare to Be Badass: Cap to the loyal operatives left in S.H.I.E.L.D. at the end of the film, which delays the launch of Project Insight for a few precious seconds. If there was ever a time the world needed them, this is it.
  • Darker and Edgier: From an optimistic WWII Pulp-inspired adventure movie to a morally ambiguous modern espionage thriller, much like what happened to Cap's comic transitioning from the The Sixties to The Seventies. This can even be seen through the use of Cap's shield; in The First Avenger, he primarily uses it for defense; here, he gets much more creative with it offensively.
  • Darkest Hour: Invoked by Cap. At the climax of the film HYDRA has taken over S.H.I.E.L.D., and are moments away from Taking Over The World along with killing everyone who could possibly resist. Cap tells everyone in the Triskelion that there are mere moments left before HYDRA's victory is complete, and it's do-or-die time. Possibly the darkest hour humanity has had in the entire MCU saga thus far; the bad guys came that close to total victory. Considering a previous movie involved a large-scale alien invasion that very nearly saw New York obliterated, that's really saying something.
  • Dateless Grave: Nick Fury's tombstone has dates, but the later two digits of both his year of birth and year of death are obscured by flowers.
  • Day of the Jackboot: The Evil Plan is to convince humanity at large to voluntarily submit to HYDRA in order to be safe in a chaotic world. To accomplish this, they infiltrate S.H.I.E.L.D., stir up some chaos, and then offer the Gun-To-The-Head solution.
  • Deadpan Snarker: While many people get moments to shine, Black Widow takes the role for this movie.
  • Death by Adaptation: Alexander Pierce, who is killed by Fury.
  • A Death in the Limelight: The film does this to an entire organization. This is the first feature-length film in the Marvel Cinematic Universe to focus on S.H.I.E.L.D.'s practices and internal politics. They are disbanded at the end of the film due to internal corruption by HYDRA, with many of its personnel dead or missing.
  • Debate and Switch:
    • The story begins with conflicting views over terrorism and superhuman threats such as alien invasions, and the classic conflict between civil liberties and a strictly ordered society. Then it turns out that most of those who supported the second option were actually HYDRA agents.
    • It is also carried over from Iron Man 2. Senator Stern's speech at the Senate Subcommittee, in which he criticized Stark for privatizing a weapon of mass destruction, has a whole new light once it's revealed that he's a HYDRA mole.
    • Is it good to trust allies, or not? The story is all over the place to the point where it's hard to tell where it falls on the issue. Cap almost quits S.H.I.E.L.D. due to a lack of trust both in how missions are completed and how Project Insight will operate in the future. After Fury is shot, Cap withholds secrets and information from S.H.I.E.L.D., and he and Natasha have a discussion on trust being essential between friends and allies. In the end, Natasha and Nick dump all of S.H.I.E.L.D.'s files on the internet and Project Insight is stopped before HYDRA can control it, but the only way either was accomplished was because Nick Fury made a backdoor behind his superiors' backs.
  • Determinator: Cap gets thrown off a bridge, bounces off a windshield, and hurtles through the window of a Metrobus which then flips over, yet he manages to keep fighting. The climax has him suffering even worse, getting shot twice in the abdomen and a few times on the back. The Winter Soldier combines this trope with The Dreaded, utilizing all of his formidable skills in order to complete his mission.
  • Deuteragonist: Natasha, who becomes something of a Number Two to Steve throughout the film.
  • Disc One Final Boss: Batroc is the villain for the first twenty minutes or so of the movie.
  • Discriminate and Switch: The cops that try to assassinate Fury pull up next to him and stare at him. Fury initially assumes they're racists who think he might've stolen the car.
  • Does This Remind You of Anything?: Given The Avengers was "supervillainous 9/11", this is the equivalent of the PATRIOT Act, plus the NSA Sinister Surveillance controversy starting from Edward Snowden's leaks of NSA documents in 2013. Complete with Wiki Leaks as Black Widow uploads S.H.I.E.L.D./HYDRA's databases online. Additionally, the Insight Helicarriers are essentially Predator drones on steroids.
  • Do Not Adjust Your Set: Audio-only example—Steve broadcasts over the Triskelion that S.H.I.E.L.D. has been infiltrated by HYDRA.
  • Don't Make Me Destroy You:
    • Cap to Bucky at the end of the movie.
    • Downplayed between Pierce and Nick Fury, then Cap, and later the World Security Council.
  • The Dragon: Pierce has two, the Winter Soldier and Brock Rumlow.
  • Dramatic Irony: Perhaps an unintentional case, but even so, Marvel had already decided to roll with it. By the time the movie premiered, almost everyone knew that the Winter Soldier was Bucky. The tension and drama surrounding his identity doesn't come from the audience not knowing, but from Steve not knowing.
  • The Dreaded: The Winter Soldier's reputation is such that even the Black Widow is obviously afraid of him.
  • Dropped a Bridge on Him: Agent Sitwell is taken out very quickly by the Winter Soldier as he was explaining the situation to the heroes.
  • Early-Bird Cameo:
  • Elevator Action Sequence: Cap defeats an entire squad of goons inside an elevator in one sequence, even getting in a good Pre-Asskicking One-Liner.
    Steve: Before we get started, does anybody wanna get out?
  • The Elevator from Ipanema: Discussed. During a quiet elevator ride with Nick Fury, Cap comments that the elevators had music in his time.
  • Elites Are More Glamorous: The genesis of Sam's flight abilities is he was part of a group of USAF spec ops unit.
  • Epic Fail: The Reveal that HYDRA was responsible for North Korea. It's implied that every failure the country had happened because HYDRA told them to do it....
  • Empowered Badass Normal: Bucky was already a badass in WWII, but whatever was done to him since allows him to fight Captain America to a standstill.
  • Evil All Along: Agent Sitwell, Senator Stern and Alexander Pierce are all HYDRA moles - and S.H.I.E.L.D. was infiltrated by HYDRA since its very creation.
  • The Evils of Free Will: HYDRA was created under the theory that people could not be trusted with their own free will, and so have made their plans to make the world so dangerous that people would willingly give it up in return for safety.
  • Evil Gloating: A rare justified version where Zola is mostly just distracting Steve and Natasha and playing for time until the missile strike hits them.
  • Exact Words: Sam, when asked about his friend Riley getting shot down, points out that he never said he and Riley were in planes.
  • Excessive Evil Eyeshadow: Although his actor insists that it's actually "black camouflage war paint," the Winter Soldier still falls under this trope for his one scene wearing it. Could also be an extension of his general black wardrobe.
  • Extremity Extremist:
    • Batroc focuses primarily on kicks though he was more than willing to throw a few punches. As well he might, because he is a master of Savate, a French kickboxing style (which, yes, does feature a few hand strikes).
    • The Winter Soldier tends to favor his cybernetic arm during melee combat, both offensively and defensively. He uses his right arm more for shooting.
  • Eye Scream:
    • Nick Fury finally removes his eyepatch, and the camera opts for a closeup so the audience can see what his bad eye really looks like.
    • Averted for Winter Soldier, when he gets shot in the eye by Black Widow. He's saved by his bulletproof goggles, but the lens is now ruined, forcing him to throw them away. Later, it does happen when his handlers realize that he's starting to remember Steve. The re-conditioning process to wipe his memory seems to involve a contraption wrapped around the Soldier's head, including a plating covering his left eye, leading to Electric Torture.
  • Face-Heel Turn:
    • Former good guy Bucky returns as the antagonistic Winter Soldier, having been brainwashed into villainy.
    • While Zola was never a Face, he was more a For Science! Punch Clock Villain, but now he's gone and reconstructed HYDRA inside S.H.I.E.L.D., fully believing in its fascistic ideals.
    • Alexander Pierce underwent one sometime before the movie, from a former diplomat who turned down a Nobel Peace Prize in the past, to a loyal HYDRA agent. He claims that part of the reason was because he became disillusioned with how often diplomacy can fail, compared to how effective Nick Fury's methods at securing peace were, a mentality that HYDRA shared.
  • Fake Out Makeout: At a mall, Steve and Natasha act like a couple several times as part of their cover and in order to throw off the people tailing them, which includes the mandatory kiss. At one point Steve is prepared for a fight while Natasha continues the couple act instead. While it may seem odd that they can throw off highly trained operatives by doing one of the oldest tricks, the way it is portrayed and discussed in the movie almost counts as a Reconstruction.
    Natasha: Public displays of affection make people very uncomfortable.
    Steve: [uncomfortably] Yes, they do.
  • Faking the Dead: Nick Fury fakes his death and takes S.H.I.E.L.D. underground.
  • False Flag Operation: This is the Winter Soldier's modus operandi. The Soviet branding on his arm and the old Russian ammo he uses are meant to disguise his allegiance to HYDRA. It's implied the assassinations he carried out in this guise are the cause of the tension between America and Russia during the Cold War.
  • Female Gaze: While Natasha's behind gets some attention, only a few scenes later Steve is the one getting camera attention to his rear when he's talking to Fury.
  • Fighting Your Friend: How Steve sees fighting the Winter Soldier. The sentiment does not seem mutual at first.
  • Fire-Forged Friends:
    • Steve initially doesn't trust Natasha but after fighting alongside her for a while he comes to be able to trust her (when asked if he could trust her, he says "I could now"). Falcon also becomes this to Steve as he is prepared to help him hunt down Bucky to try to save him.
    • Steve and Sam get along quite well when they first meet, but once Sam gets roped into the action, the two become a close pair, with Sam even saying "I do what he does. Only slower."
  • First Name Basis: Steve, Natasha, and Agent Hill all sometimes call Fury "Nick". When Natasha electrically shocks herself to remove herself as Pierce's leverage so Fury can shoot him, Fury calls her "'Tasha."
  • Fish out of Temporal Water: Captain America slowly tries to get out of this, with increasing success. He has a list of things to "catch-up" on, which seems to be working; he recognizes a reference to WarGames made by Natasha, and says that the internet has been very helpful. Other benefits he cites are no polio and better food ("We used to boil everything").
  • Five-Bad Band:
    • Big Bad: Alexander Pierce is the leader of HYDRA and pushing Project Insight.
    • The Dragon: The Winter Soldier is the chief enforcer of Pierce's Evil Plan.
    • Evil Genius: Arnim Zola is a scientist who created the algorithm that finds and predicts HYDRA's enemies.
    • The Brute: Brock Rumlow is a mercenary hitman.
    • Dark Chick: Jasper Sitwell makes for a great patsy, like he did on the Lemurian Star.
  • Flashback with the Other Darrin: The newspaper Zola shows reporting Howard and Maria Stark's deaths uses a picture of Dominic Cooper as Howard, rather than John Slattery.
  • Flying Car: Just like Lola, Fury's car is capable of this. Unfortunately, by the time he's in a position to make use of it, the constant gunfire has damaged the flight system beyond repair. So he has to resort to Car Fu instead.
  • Foil:
    • The Winter Soldier and Captain America, as fellow Older Than They Look World War II super soldiers.
    • Natasha Romanoff and Steve Rogers, as fellow agents (and Avengers) with issues adjusting to their current lives. Another contrast is that Nat is a spy who never sticks to one identity or cause for long, while Steve's a soldier whose personality and values haven't changed in 70 years; they have to reconcile those differences.
    • Natasha and Winter Soldier: she's a former villain, now a hero, and he's a former hero, now a villain. They're also both closely associated with the Russians, and are presumably byproducts of the Cold War.
  • Foregone Conclusion: For all comic readers, the identity of the Winter Soldier.
  • Foreshadowing:
    • A brief one with the line "I'm multitasking!" What starts as a joke about Black Widow being The Matchmaker turns out to tie in with Black Widow's real mission aboard that ship.
    • "To build a better world sometimes means tearing the old one down." This is exactly what happens to S.H.I.E.L.D. by the end of the movie. Also, Peggy telling Steve, "Sometimes the best that you can do is to start over." (see It Is Beyond Saving below).
    • HYDRA's destruction at the end of the first film and its subsequent covert rebirth is mirrored by S.H.I.E.L.D's downfall and the organization going underground to hunt down HYDRA.
    • On the merchandise side, one of the additional figures filling out both the Marvel Legends Winter Soldier line and the smaller Super-Soldier ones (second wave) is WW2-era Cap as he appears in First Avenger. Technically, it DOES appear in this movie.
    • Natasha's very first line is a crack about the Smithsonian and "picking up a fossil". See Break Out the Museum Piece.
  • Freeze-Frame Bonus:
    • Steve's "catch up" list is only shown for about a second. Depending on the region the film is being shown in, he has different items listed.
    • Numerous familiar places and names can be seen during the Insight targeting sequence.
    • When Steve enters the elevator after his meeting with Pierce, the curved apartment buildings framed in the view through the glass wall behind him are the Watergate complex.
    • As Arnim Zola's algorithm lists its targets, you can find pictures and names of characters who appeared in previous Marvel Cinematic Universe films, including a few non-MCU ones like the Fantastic Four.
    • According to the Smithsonian exhibit, Bucky is a year or two older than Steve (his year of birth is given as both 1916 and 1917 on one panel of his Smithsonian exhibit, while Steve's was established in dialogue as 1918), compounding the Age Lift from his comicbook counterpart.
  • Freudian Trio: With Steve as The Kirk, Natasha as The Spock, and Sam Wilson as The McCoy.
  • Fugitive Arc: Cap and Black Widow go on the run from S.H.I.E.L.D. for a good part of the movie. Then it turns out they're actually on the run from HYDRA forces that have infiltrated S.H.I.E.L.D.
  • Gatling Good: A mercenary tries to kill Captain America with a M134 minigun, an extremely bad idea against a super soldier with a shield.
  • Genre Shift: The film heavily gravitates towards the grittier varieties of Spy Fiction and political drama. Word of God is that they were aiming for a modern day superhero take on the classic Conspiracy Thriller films of the late Seventies.
  • Godzilla Threshold: Given how completely HYDRA has infiltrated S.H.I.E.L.D., from the top brass to the grunts, Steve demands that they take S.H.I.E.L.D. down in its entirety - total disclosure of its resources, from its databases of stored intelligence to the identities and locations of operatives throughout the world. Though it leaves a lot of chaos in its wake, it also robs HYDRA of the cover it had hidden itself under for decades. It's the Only Way to Be Sure.
  • Go Through Me: Literally; Natasha describes how the Winter Soldier, assassinated the person she was protecting, by shooting the target through her body. She has the scar to prove it.
  • Good Is Not Soft: Steve stabs someone through the hand to non-fatally incapacitate him and prevent him raising the alarm.
  • Government Conspiracy: S.H.I.E.L.D. has been infiltrated by HYDRA, who is using the intelligence agency's resources to establish a New World Order.
  • Grenade Hot Potato: Winter Soldier grabs a grenade that was rolling his way and tosses it into a quinjet that's about to take off.
  • Greying Morality: A major theme of the movie is Captain America, a 1940s soldier, adjusting to the modern ages of surveillance and spies. S.H.I.E.L.D. itself turns on him, further confusing matters. Ultimately inverted as HYDRA comes to light and is revealed to be behind almost everything bad since the end of World War II, manipulating the world into the surveillance heavy state it is today.
  • Gun Kata: The Winter Soldier displays a bit of this in his climactic fight with Cap as he draws twin pistols on the latter, and tries to bob, weave, and melee to get past the indestructible, bullet-reflecting shield.
  • Hand or Object Underwear: After Captain America steals his old uniform back from the Smithsonian, the centerpiece of the Howling Commandos exhibit is a naked mannequin with a shield in front of its groin.
  • Heel Face Door Slam: Many, many S.H.I.E.L.D. agents are killed off the moment they have their Heel Realization.
  • Heel Realization: All of S.H.I.E.L.D. receives one when Cap lets them know that HYDRA has compromised them and explains what Project Insight is really for.
  • He Knows Too Much:
    • The Lemurian Star data marks anyone who has it for death.
    • Pierce's maid walks into the room and sees her employer talking to the Winter Soldier.
      Pierce: Oh, Renata. I really wish you'd knocked. [shoots her]
    • It's implied that Howard Stark became aware of HYDRA's existence inside S.H.I.E.L.D., prompting Zola to have him killed.
  • Helicopter Blender:
    • The Winter Soldier pitches a man into the turbine of a quinjet, which then explodes.
    • Averted when Falcon jumps from a higher floor toward Nick's helicopter; Nick rolls the helicopter so that Falcon doesn't get blended.
  • Hero of Another Story: Falcon had his own adventures as part of an elite group of special ops before the events of the story.
  • Hero Stole My Bike: Black Widow and Cap stole somebody's car at one point. Steve insists they're just borrowing it.
  • Heroic BSOD:
    • Once the mask is knocked off the Winter Soldier's face and Cap sees that it's his old friend Bucky, Cap is frozen in place. He doesn't even put up a fight when the STRIKE team arrests him.
    • Even Nick Fury undergoes a brief one upon Steve telling him that in order to stop HYDRA, S.H.I.E.L.D. must be destroyed. He only accepts this when it's clear that Cap will accept nothing less and everyone is on his side.
  • Heterosexual Life-Partners:
    • Sam and Steve quickly become this, with Sam noting on two occasions that he's unsure why people are asking for his input on the situation at hand, since he's just going to side with Cap.
    • Steve and Bucky are also this. The Smithsonian exhibit describes them as "inseparable", and a flashback showing more of their past in pre-WWII Brooklyn displays a close bond between the two. This bond is highlighted in the climactic "I Know You're in There Somewhere" Fight, where Steve outright refuses to fight Bucky once the Helicarriers have been reprogrammed.
  • High-Altitude Battle: The climax involves Falcon dodging not only gunships and jets but also Helicarriers blasting each other out of the sky thanks to Maria Hill changing the Helicarriers' targets.
  • High-Altitude Interrogation: Sitwell is convinced to talk by having Black Widow pitch him off a building. Sam catches him on the way down and brings him back to the roof, after which he's much more forthcoming.
  • Hijacked by Ganon: HYDRA, the villains from the the first Captain America film, return as the main antagonists in the sequel, with its Number Two from that movie now the Bigger Bad.
  • Historical Rap Sheet: The resurrected HYDRA was responsible for most (if not all) major terrorist events (along with Wiki Leaks and North Korea) since World War II, as part of their "force people to give away their freedom" Evil Plan.
  • Hoist by His Own Petard: As it turns out, the easiest way to knock three Helicarriers out of the sky is to have them target each other.
  • Holding the Floor: Arnim Zola exploits Just Between You and Me to keep Steve and Natasha in place long enough for the missile to arrive.
  • A House Divided: After Steve's Do Not Adjust Your Set, the Triskelion explodes into a gunfight between S.H.I.E.L.D. loyalists and HYDRA infiltrators.
  • Human Popsicle: After being experimented on by Zola, Bucky was cryogenically frozen until his first assignment as the Winter Soldier. After his mission was complete, he would be retrieved, given some basic maintenance, memory-wiped and frozen again. Rinse and repeat, almost literally.
  • "I Know You're in There Somewhere" Fight: Captain America's fight with the Winter Soldier in the climax is this trope, what with Steve trying to remind him that before he was Winter Soldier, he was Steve's friend Bucky. Also the reason why Steve puts on his old uniform for this fight: he's trying to jog Bucky's memories as much as possible.
  • I Surrender, Suckers: Rumlow does this to Sharon. He drops his gun and pretends to give up, then pulls out his knife and slashes her arm, causing her to drop her gun.
  • Imminent Danger Clue: Steve is joined in the elevator by a group of STRIKE team guys who greet him but otherwise seem to be just catching a ride...except one of them is keeping his hand on his gun. And then each time another group of guys gets in, he notices something off about them as well. Nobody is surprised when, after he pointedly asks if anyone would like to get out, they all attack him.
  • Imperial Stormtrooper Marksmanship Academy:
    • During the freeway chase, one of the fake cops has a clear shot into Nick Fury's smashed window while his car is stopped later on, but he somehow misses.
    • Rumlow can't hit Agent 13 while standing a little over ten feet from her in the Insight control center during the Final Battle.
  • Impersonating an Officer: Nick Fury is targeted for a Conspicuously Public Assassination — his car is rammed on all sides by police cars, then a SWAT van pulls up discharging a team with assault rifles who open fire on him, then try to force their way into his bulletproof car with a hydraulic ram. The intent is two-fold — to get close to Fury (when he sees the 'police' staring at him, he assumes it's because he's a black man driving an expensive car) and to delay anyone calling the police given the time they need to get past Fury's defenses.
  • Implacable Man: The Winter Soldier doesn't show up often, but when he does, he destroys everything in his way. The only times he doesn't complete the mission is because of resurfacing memories of being Bucky, or Fury Faking the Dead.
  • Improbable Weapon User: The Winter Soldier openly wears a custom holster on his thigh that holds a 4-shot derringer, mounted above a second 2-shot derringer. Derringers are traditionally last-ditch weapons, designed for concealment and not used as a normal sidearm.
  • Invulnerable Knuckles: Played straight and justified. Played straight with every character that isn't Steve Rogers or the Winter Soldier, because as normal human beings, they're able to punch other people (and enhanced people) with little signs of adverse effects. Steve and the Winter Soldier, on the other hand, are enhanced people with more durability than the average person. The Soldier also has a cybernetic arm that further justifies this trope. Steve is able to punch and block blows from that metal arm with no signs of bruising or blunt trauma, and he punches a computer monitor with no signs of injury as well.
  • It Is Beyond Saving: Steve declares this of S.H.I.E.L.D., since decades of HYDRA infiltration make salvage impossible. Nick Fury objects at first, but ultimately goes along with it when it's clear Steve won't settle for anything less (plus Maria Hill, Natasha and Sam all side with Steve).
  • Joisey: In this movie, we learn that Camp Lehigh — the US Army base where Steve trained in the first movie — is located in Wheaton, New Jersey. It's also the home of the secret S.H.I.E.L.D. bunker that was built post-war, and houses Dr. Zola's consciousness.
  • Just Between You and Me: A Justified Trope. Zola lays everything out as a means to keep Steve and Natasha where they are until it's too late for them to escape. It almost works.
  • Just in Time: Cap's M.O. from the first movie hasn't changed. He manages to take down the Project Insight Helicarriers mere seconds before it becomes too late.
  • Kick the Dog: Pierce slaps the Winter Soldier, who is in no state to defend himself. Unlike electrically shocking him to erase his memories, which he does afterwards anyway, it doesn't even serve any purpose. He's just acting on the frustration you'd feel when performing Percussive Maintenance on a piece of glitching technology that has inconvenienced you, not a confused and scared human being asking questions about his returning memories. It's bad enough for even Brock Rumlow to feel uncomfortable with the treatment of the Soldier.
  • Knight Templar: HYDRA post-Schmidt (who could charitably be called megalomaniacal) has moved to this, helmed by Arnim Zola. Project Insight is the final step in which all of HYDRA's enemies will be simultaneously wiped off the map and everyone left standing will fall into line at S.H.I.E.L.D. Helicarrier gunpoint.
  • Laser Sight: Sam blackmails Agent Sitwell into lunching with him by threatening to have him killed through this.
  • Latex Perfection: Natasha wears some kind of hi-tech holographic mask to impersonate a World Security Council member in order to get close to Pierce.
  • Legendary in the Sequel: Captain America has a permanent Smithsonian exhibition in his honour, and is generally perceived as a Living Legend.
  • Leitmotif
    • Winter Soldier gets a high-pitched metallic shriek that is highly unnerving and appropriately creepy.
    • Falcon also gets one that sounds similar to the Avengers theme.
    • Steve's leitmotif from the first movie also makes its return early on.
    • Steve gets a new leitmotif as well. The melody sounds similar to his old one, but darker and more electronic/modern/epic. Kind of a like a cross between his old theme and a Batmanish one.
  • Le Parkour: Cap's picked up some fancy new moves after studying modern techniques. Combined with his enhanced strength and his shield, he can pull off some really impressive combos against his enemies. For that matter, the fight with Batroc is a showpiece of a more acrobatic and agile Badass Normal going up against an immovable object in the form of Cap and his shield.
  • Locked Out of the Loop: One of the issues Steve has with Fury and S.H.I.E.L.D. is that they don't give him all the information regarding the missions he is sent on (including separate jobs that his squad might have during those missions). Fury insists that this is necessary to keep someone from spilling the beans. No one knows all the secrets, except Fury himself, as Steve retorts. It turns out that Fury didn't know all the secrets either.
  • Lonely Piano Piece: Used to devastatingly saddening effect during and following the Winter Soldier's No-Holds-Barred Beatdown of Steve. As the music climaxes, Cap falls into the river below. Then the scene goes completely silent, save for this simple tear-inducing music.
    Steve: I'm with you to the end of the line.
  • Long Game: HYDRA spent seventy years shaping a world more receptive to its message.
  • Look Both Ways: Fury takes out the last two false policemen trying to assassinate him this way, by luring them into trying to box his car from either side, then hitting the brakes just before they reach an intersection. The cops' cars keep rushing forward and are subsequently hit by a truck.
  • Looks Like Cesare: The Winter Soldier/ Bucky fits this to a T. Interestingly enough, this trope is used here to serve the dual purpose of setting him up as The Dreaded and as The Woobie - usually it's used only for one or the other.
  • Lower Deck Episode: The episodes "End of the Beginning" and "Turn, Turn, Turn" of Agents of S.H.I.E.L.D. focus on the same main event of the movie, but from the perspective of the characters of the series (simple agents of S.H.I.E.L.D.). Nick Fury and Captain America are mentioned, but do not appear, while Maria Hill does appear.

  • Macross Missile Massacre: A quinjet launches this at Falcon, who evades them by flying close around a Helicarrier so the missiles crash into its hull.
  • Made of Iron:
    • Brock Rumlow manages to survive a building collapse caused by a Helicarrier crash. Reality Ensues to a certain extent in that he is badly injured and very heavily burned.
    • Cap falls from buildings, dives from a plane into the sea without a parachute, and is told that he ran 13 miles in 30 minutes. note He gets grenade-propelled off a bridge and crashes into a bus beneath it, and more or less walks it off. During the climax, Cap takes a major beating from the Winter Soldier (including his metal arm), is stabbed in the shoulder, and is shot at least three times (once in the leg, at least twice in the torso), and is still functioning until he falls into the Potomac.
    • Black Widow gets shot in the shoulder, yet several hours later fights like nothing happened.
  • Magic Floppy Disk: Zola's brain was uploaded to "two hundred thousand feet of tapes", with the ability to read and rewrite itself. You could feasibly pull this off in the 21st century with digital tape, but in the early Seventies when the mainframe was built it won't have nearly enough space to hold the estimated 2.5 petabytes for a human brain.
  • Male Gaze: Early in the movie, Black Widow knocks out a Mook with a crowbar. The next shot shows us Black Widow from behind, with her behind taking up most of the shot and focuses on her rear as she sexily struts off.
  • The Matchmaker: Black Widow keeps trying to find dates for Steve. Even during the heat of battle. She's multitasking.
  • Meaningful Echo: "I'm with you to the end of the line." Said first in a flashback to represent Steve and Bucky's friendship, and said again by Steve during his "I Know You're in There Somewhere" Fight with the Winter Soldier in the climax.
  • Meta Casting: The creators have said that they saw the film as being a Seventies-style political thriller, only with superheroes, and you can't get much more "Seventies political thriller" than the star of All the President's Men and Three Days Of The Condor.
  • Mexican Standoff: After Steve announces that anyone in S.H.I.E.L.D. could actually be working for HYDRA everybody has a gun pointed at someone else. Unsurprisingly it ends in a Blast Out.
  • Military Superhero: Army Captain Steve "Captain America" Rogers, as always. Also Sam "The Falcon" Wilson, a member of the Air National Guard.
  • Mishmash Museum: The Captain America display at the Smithsonian is inexplicably placed in the Air & Space Museum, which is exclusively for aviation-related artifacts, when it would have been more logical to put it in the Museum of American History.
  • Misplaced Accent: Batroc is said to be Algerian, but French-Canadian Georges St-Pierre speaks with a clearly Quebecois accent. This would be the equivalent of someone supposed to be from South Africa but speaking with an American accent.
  • Mission Control: Maria Hill has this role in the climax where she directs Steve and Sam's missions to the Helicarriers from a dispatch room in S.H.I.E.L.D. HQ.
  • Mistaken for Racist: Fury assumes the cops checking him over are about to start hassling him for being a black man in a nice car ... which means the assassination team gets the drop on Fury.
  • Mistaken Nationality:
    • When he encounters Arnim Zola, Steve says he's a German scientist who worked for HYDRA. "First correction: I am Swiss."
    • When a member of the security council calls Batroc a "French pirate", Pierce states he's actually Algerian and asks if the councilman could find Algiers on a map.
  • More Dakka:
    • The squadron of police and S.W.A.T. do this to Nick Fury's car. Justified in that the car's armored like a tank and requires nothing less than lots of bullets and accumulative damage. In the end they resort to a pneumatic ram.
    • The guy who brings an M134 minigun to try and kill Cap.
    • When regular guns don't help much against Winter Soldier, Black Widow uses a grenade launcher.
  • Movie Superheroes Wear Black:
    • The Falcon and Black Widow both wear dark, practical outfits, though Widow wears one in the comics as well.
    • Steve's new outfit is noticeably darker than any previous version, with only blue, white, and black in its color scheme, referencing his time in the comics as a Director of S.H.I.E.L.D. He later wears his old red, white, and blue costume.
    • Notably averted with Batroc. He lacks a yellow mask and curly mustache, but still wears a purple outfit with a yellow stripe like his comic counterpart.
  • Mr. Fanservice: Winter Soldier, of all people, has a shirtless scene and looking toned and attractive (although the fact that he's strapped to a chair and undergoing a clearly painful brainwashing procedure may lead it to be more of Fan Disservice). Steve also invokes this sporadically throughout the movie.
    Natasha: [referring to Steve, who is disguised as a hipster, and the Apple employee having the same glasses] Wow, you two are practically twins.
    Apple employee: Yeah, I wish! [gestures at Steve] Specimen!
  • Ms. Fanservice: Natasha Romanoff, again. She even flashes her belly button to show Cap her scar from the Winter Soldier, who shot her through her abdomen, which also killed the scientist she was protecting. It's downplayed compared to previous films, however. Despite the above, she spends most of her screen time fully dressed in baggy clothes and wears her costume in only two scenes.
  • Mythology Gag:
    • The scene where Cap jumps out of a plane without bothering to use a parachute is a reference to a similar scene from the first issue of The Ultimates.
      Rollins: Was he wearing a parachute?
      Rumlow: [smiles] No. No, he wasn't.
    • Like in the first film, Bucky makes use of Cap's shield as a reference to his time as Captain America in the comics.
    • Batroc uses a very acrobatic fighting style in reference to his origins as an acrobat who took up crime. He's also wearing a yellow and purple top, in subdued tones compared to the goofy outfit he wears in the comics.
    • Though he's largely influenced by his Ultimate counterpart, Sam Wilson is a VA counsellor who helps soldiers with PTSD as a nod to his 616 background as a social worker.
    • Natasha's Tiffany & Co. necklace happens to be the arrow one.
    • The freighter Batroc hijacks in the beginning is named the Lemurian Star. This is a reference to Lemuria, the sunken continent that was home to the Deviants, a race of superhumans created by Jack Kirby.
    • Captain America's new costume is the same one Steve Rogers wore in the Heroic Age arc in the comics, after he stepped down from his role as Captain America. Except, in the comics, Steve's outfit didn't have the cowl.
    • Dr. Stephen Strange is named at one point as one of the targets of Project Insight.
    • We see an old S.H.I.E.L.D. emblem, which is identical to the original logo from the comics.
    • Natasha uses camotech to disguise herself. The technology is a favourite of Bobbi Morse/Mockingbird, a fellow spy in the comics, who at one point in Secret Avengers used it to pretend to be Natasha as a prank.
    • After being defeated by Falcon and left for dead, the burns and injuries Crossbones sustains to his face cause him to more closely resemble his comic book counterpart.
    • When Rumlow takes off his vest to fight Falcon the straps across his chest resemble the crossbones on the costume of his comics equivalent.
    • S.H.I.E.L.D. had been infiltrated by Nazis in the first arc of The Ultimates as well. And also in that story Captain America took control of a system to address all S.H.I.E.L.D. agents at once, and warn them of the infiltration and that the big thing going on served the bad guy's goals.
    • While not humanoid in form, this incarnation's upgraded version of Arnim Zola retains the traditional monitor "body" and one-eyed "head" from his comic book counterpart.
    • "When did Captain America learn how to steal a car?" This moment is possibly a shout out to the 1990 film, where Cap's constant carjacking was an unintentional Running Gag.
    • The Baxter building, headquarters of the Fantastic Four is seen as one of the targets of the Helicarriers in a blink-and-you'll miss it scene. Doubles as an Actor Allusion, as Cap's actor played the Human Torch in the Fantastic Four films. invoked
    • The "Who the hell is Bucky?" line is straight from the comics.
    • Baron von Strucker in The Stinger is experimenting on twins with superpowers. In the comics, Strucker actually subjected his own twins to a treatment which gave them superpowers.
    • The phrase "Operation: Zemo" can be seen in the Cap's Smithsonian exhibit. Baron Zemo is one of Cap's deadliest longtime foes in the comics.
    • Ed Brubaker having a cameo as one of the scientists working on Winter Soldier works as a meta-textual instance: In the real world, he created the Winter Soldier in his writing. In the film, he plays a character who creates the Winter Soldier physically.
    • Cap's list of the things he missed includes the Moon Landing. Towards the beginning of the Winter Soldier comic arc, Cap regrets that he was not around in the 1960s to go into the space program because his body was made for those risks. In House of M continuity, Cap was the first man on the moon.
    • During the final fight between Captain America and Winter Soldier, the latter shoots him in the same spot from The Death Of Captain America.
    • Nick Fury's blind eye playing an important part calls back to the David Hasselhoff portrayal of Nick Fury, where his eyepatch concealed a bunch of emergency tools, including plastic explosive. Which is also amusing, since both of them involve cracking open a door!
    • The Winter Soldier unsuccessfully assassinates Nick Fury in an almost identical way to how he assassinated the Red Skull in the original Winter Soldier story.
    • Nick Fury mentioning he has a wife, who he claims kicked him out of the house. Ultimate Nick Fury did indeed have a wife, Monica Chang (the second Black Widow), and she did kick him out.
  • Near Villain Victory: Terrifyingly, the climax is the closest the bad guys have come to winning in the Marvel Cinematic Universe yet. During his Rousing Speech, Cap makes it clear to S.H.I.E.L.D. personnel that the world as they know it is moments away from coming to an end.
  • Neck Lift: In a rare hero-to-major-villain example, Cap attempts to choke-out the Winter Soldier this way with one hand during the climax.
  • Never Bring a Knife to a Fist Fight: Three separate times throughout the movie, the Winter Soldier uses a knife against Captain America. Only in the last one does he manage to land a single hit with it.
  • Never Trust a Trailer:
    • Pierce's line to Steve "Your work has been a gift to mankind. You've shaped the century. And I need you to do it one more time..." is actually said to the Winter Soldier in the movie.
    • Likewise, Pierce's line to Steve "Are you ready for the world to see you as you really are?" is actually said to the Black Widow in the movie.
    • The Senate subcommittee's line about how a man has dismantled the US's major intelligence organization is framed to look like it's about The Winter Soldier when it's actually about Captain America.
    • The trailers did show one of the Insight Helicarriers crashing into the Triskelion, but the context made it look like a major attack on S.H.I.E.L.D. by the bad guys, like when Loki's men tried to do the same thing in The Avengers. The heroes are actually the ones making the Helicarrier crash because they're full of HYDRA personnel about to use the Insight ships to murder twenty million people in the name of "bringing order".
    • The Elevator Action Sequence is intercut with Fury addressing Steve, making it look like S.H.I.E.L.D. attempting to detain him was on Fury's orders. In the actual film Fury is presumed dead at this point, and Pierce is calling the shots.
    • Steve's "The Price of Freedom is High" speech sounds a lot more vocally subdued in the final film than in the trailer, where it sounded loud and righteous. The effect is largely the same, but the tone does hone in how much grimmer the situation is than one would have originally thought.
    • Fury's "You need to keep both eyes open" line is edited in the trailer so it looks like he's berating Steve for maintaining his idealistic worldview in an era where such thoughts are naive and foolish (something that would make sense, as he DOES give the Captain such a speech during the film). The line is instead directed at Alexander Pierce in a moment of Shut Up, Hannibal!, showing that Fury had registered his blinded eye to access S.H.I.E.L.D.'s database as a potential response to a betrayal within the agency.
    • In general: while the Winter Soldier is an important supporting character, he isn't nearly as prominent as the trailers and promo material initially seemed to suggest. The primary conflict in the movie isn't Steve's battle with the Winter Soldier, it's HYDRA's secret takeover of S.H.I.E.L.D..
    • The Captain's Dramatic Unmask is played up with some kind of importance in the trailers. In the finished product, this actually happens during his bout with Batroc, and is irrelevant.
  • Nice Job Breaking It, Hero:
  • Noodle Incident: How Nick Fury lost his eye, aside from it being due to misplaced trust in someone.
    • While several characters hint at Natasha's murky past and point out that releasing all of S.H.I.E.L.D. and HYDRA's secrets onto the internet will make that past widely known, what precisely she did is never revealed to the audience.
    • Most of the Winter Soldier's activities over the past several decades, aside from being so top secret that he's become Shrouded in Myth as a result.
  • No-Holds-Barred Beatdown: The Winter Soldier does this to Captain America, when Cap states he won't fight Bucky.
  • No-Nonsense Nemesis: HYDRA in general. No Sorting Algorithm of Evil (they send their best shot at you immediately). No "Why Don't You Just Shoot Him?" (they will do that the moment the opportunity arises). No Evil Gloating (that doesn't have another purpose). When they want you dead, they send entire platoons, snipers, gunships, a Super Soldier, and a local ballistic missile to take you out. Though it might help to keep news cameras handy.
  • Nothing Personal: Said by Rumlow after Cap (in a tight cramped elevator) has flattened his entire team of agents. Cap doesn't buy it for a second.
    Rumlow: Whoa there, big guy. I just wanted you to know Cap, this ain't personal! [lunges at Steve with his taser stick]
    [cue Steve kicking his ass for his trouble]
    Steve: It kind of feels personal.
  • No Plans No Prototype No Back Up: Played with. Falcon was a member of an entire special ops unit with flying harnesses. The plans for the harness still exist, but the heroes don't exactly have the resources to build one. Instead they have to go steal the last one from an Army base, the implication being that all the others were destroyed in action.
  • Not Even Bothering with the Accent: Batroc is said to be a Francophone Algerian, but the Actor clearly speaks with a French Canadian accent. The rest of the crew do a slightly better job of hiding their accents.
  • Nothing Is the Same Anymore: S.H.I.E.L.D. has been dissolved, Fury is now working from the shadows and H.Y.D.R.A. is back and more dangerous than ever. While the other post-Avengers films have played with the status quo, this film has made the boldest and most dramatic changes to the MCU yet.
  • Not His Sled:
    • Fans worldwide assumed following Robert Redford letting slip that his character was a villain, Alexander Pierce would turn out to be the Red Skull, as Aleksander Lukin was (kinda) in the Winter Soldier's introductory storyline. The popular rumour turned out to nothing more than a rumour.
    • Black Widow having been a past lover and student of the Winter Soldier. He shot her once, and that's it.
    • Played with in the movie's very title. Anyone who's been reading the comics would know that The Winter Soldier is Bucky. But they included that in the title to distract from the real twist: That S.H.I.E.L.D. is going down.
  • Not So Different:
    • When Steve criticizes S.H.I.E.L.D.'s new strategy, Fury is quick to point out that Cap's generation also did questionable things. Steve does not deny this, but he points out that they never attacked someone unless they attacked first.
    • When Fury confronts Pierce about his methods, Pierce states that he drew his inspiration from Nick's own past procedures, taken to their seemingly logical conclusion. Fury calls bullshit - noting that all his compromises and Military Maverick maneuvers were meant to save lives and under very specific circumstances, neither of which ever approached the scale or ruthlessness of murdering twenty million people in a blink in the name of perfect global security.
  • Not Wearing Tights/Civvie Spandex: Cap, Black Widow, and Falcon spend a significant portion of the film outside of their uniforms. Justified because Pierce has Rogers declared as a fugitive, and Natasha sides with him out of a desire to avenge Fury. Falcon doesn't suit up for real until shortly before the final battle.
  • Obsessed Are the Listmakers: Steve Rogers has a "catch up" list, things that took place between 1945 and 2011 that he missed by being a Human Popsicle. The precise list varies according to the country where you see the movie, see Cultural Translation. The four final items always remain the same, though: "Thai Food", "Star Wars/Trek", "Nirvana (band)" and "Rocky (Rocky II?)". Steve also adds a fifth item, Troubleman (soundtrack), when Sam recommends it to him.
  • Offscreen Moment of Awesome: Falcon says that the last remaining wingsuit is stored under guard at Fort Meade. We never get to see the break-in needed to get it. Then again, Steve's and Tasha's reaction to the security measures for it makes it sound like it would be a banal matter for them.
  • Oh, Crap:
    • There is one that occurs when the HYDRA Helicarrier gunners prepare to fire on their targets. At the last moment, Cap manages to reprogram the Helicarriers' targeting computers. Cue the gunners' faces when they realize the hijacked Helicarriers start targeting each other.
    • A subtle example happens when Cap reveals HYDRA's deception to entirety of the S.H.I.E.L.D. staff who aren't HYDRA agents. Pierce, when hearing Cap's voice, has a quick "Oh, Crap" look pass through his eyes, though he quickly recovers.
    • Pierce also gets a brief one when Natasha shocks herself to keep from being taken prisoner, thwarting his hostage insurance by messing up the device on his phone that could kill her and giving Nick time to grab a pistol and gun him down.
  • Older Than They Look: Both Cap and the Winter Soldier were soldiers in World War II who still look like they're in their twenties in modern day; Steve even points out to Natasha that he's 95 years old. The latter's appearance is due to being cryogenically frozen multiple times.
  • Once per Episode: Captain Rogers once again has a brief conversation with a female colleague before jumping out of an airplane, as in Captain America: The First Avenger and The Avengers.
  • One-Man Army: Quite a few of them. Captain America and the Winter Soldier are the obvious ones but Natasha, Falcon, and Nick Fury get moments where they solo against platoons of enemies. Falcon even takes down an entire flying fortress.
  • Only a Flesh Wound:
    • Subverted when Nick Fury is shot early in the film and dies, but Double Subverted when he returns for the finale. While he rolls off a list of injuries he suffered from his crash and shooting, he's still able to use a firearm and pilot a helicopter with little to no trouble.
    • Black Widow is shot in the shoulder and loses somewhere between a pint or two of blood, but is still capable of kicking the ass of trained S.T.R.I.K.E. agents and shows absolutely signs of injury hours later.
    • Justified with Steve. He's shot three times and stabbed in the shoulder, but is still capable of fighting and defeating the Winter Soldier, and then acrobatically climbing back up to a high platform to complete his mission. The gunshots slow him down, and he needs intense medical attention after the missions over, but he was still able to lift a heavy girder to save Bucky.
  • Order Versus Chaos: A major theme of the film, and displayed in a multitude of ways. The movie comes down on Chaos' side.
    • Captain America and his allies represent Chaos. Steve is declared a criminal early on in the film and spends much of it running from S.H.I.E.L.D. with the Black Widow, who mentions her variety of masks and aliases- a shapeshifter in the figurative sense. His allies are all people fighting the government themselves- Nick Fury, Maria Hill, and the Falcon once he ends up on Cap's side- and they all use non-orderly methods- Nick Fury fakes his death and hides out in a tunnel, Maria Hill pretends to be a loyal HYDRA goon to sneak in and save Steve, and the Falcon is using a stolen military flightsuit. Steve makes a speech early on in the movie about freedom versus fear, and ends up tearing down the surveillance apparatus that promotes HYDRA's goals, removing a lot of control from the system.
    • S.H.I.E.L.D., as a military and police arm of multiple governments, is Order. HYDRA personnel, from Zola to Pierce, make a multitude of speeches in praise of order, and against freedom, with Zola stating the entire goal of all their manipulations over multiple decades is simply to get humanity to give up their freedom willingly- and the only reason the "willing" part is involved is because it's too hard to do it unwillingly. The Winter Soldier is another good example of the Order aspects of HYDRA; a totally emotionless, completely controlled superhuman, slavishly obedient to superiors who he could tear apart with his fighting skill, to the point that they can slap him and he barely reacts. It should be noted that this symbolism is even present in their icons; S.H.I.E.L.D.'s icon of the eagle is reminiscent of Roman symbolism and, more worryingly, Nazi Germany; HYDRA's icon is a skull with tentacles, choking the freedom out of the world.
  • Orbital Bombardment: Project Insight is a small-scale version of this: three self-sufficient S.H.I.E.L.D. Helicarriers packing dozens of pinpoint-accurate guns that can eliminate any target below them at a moment's notice - thousands at once, potentially. Under HYDRA's control, they could have potentially killed hundreds of thousands of people in just a few minutes, and millions inside of a day.
  • Outside Ride: Winter Soldier hops on the heroes' car in order to get to a target. What's impressive is that Cap, Black Widow, and Falcon were all in the car and none of them realized he was there until it was too late.
  • Out of Focus: Sharon Carter, perennial leading lady in Cap's stories, is more or less a name extra.
  • Paper-Thin Disguise:
    • Steve and Natasha's undercover civilian clothes seem to fool most people with the exception of a kid in the museum. Natasha talks Steve through using body language to help throw people off.
    • The Winter Soldier also manages to pull this off while standing in front of a picture of himself as Bucky Barnes.
  • Patriotic Fervor: Downplayed compared to the previous film and much more subdued. Steve still sticks to his ideals and sense of duty, though it's clear that the murkiness of what's happening in S.H.I.E.L.D. makes him question whether it's all worth it.
  • Peace Through Superior Firepower: S.H.I.E.L.D. is now mass-producing Helicarriers to eliminate potential threats. Nick Fury and Cap also discuss it. Fury himself also has serious concerns about the Insight Helicarriers.
    Nick Fury: We're gonna neutralize a lot of threats before they even happen.
    Steve Rogers: I thought the punishment usually came after the crime.
  • Platonic Life Partners: Steve and Natasha, which might surprise audiences considering they share an onscreen kiss, pose as lovers when running from S.H.I.E.L.D., and open up emotionally to each other, but end up nothing more than close friends.
  • Poirot Speak: Batroc's man who passes his orders to the other mercenaries clearly isn't accustomed to his boss' language yet, which gives us gems like "Startez les moteurs" or "La line est morte".
  • Police Are Useless: Cops (that is, legitimate ones) show up a grand total of once in the film: a single police car reports to the overpass ambush and is immediately blown up by the Winter Soldier. Justified during the assault on Nick Fury, as the attackers were themselves disguised as police, which would fool the majority of bystanders enough to deter them from calling the real thing.
  • The Power of Friendship: The Winter Soldier has been brainwiped and re-programmed repeatedly since World War II; but seeing Steve's earnest face, and hearing him call the name Steve knew him by, is enough to cut through it, and help him overcome his programming enough to spare Cap's life.
  • Pre-Asskicking One-Liner:
    • When Cap realizes a bunch of guys who have joined him in an elevator are there to try and subdue him, he asks, "Before we get started, does anyone want to get out?" None of them do. They should have.
    • Black Widow greets one of Batroc's goons with a "Hello, sailor," before wiping the floor with them.
    • Rumlow tries to talk down Wilson before engaging on a one-on-one.
      Wilson: Man, shut the hell up!
  • Precrime Arrest: Nick Fury shows Steve Project Insight, three new Helicarriers designed to "eliminate a lot of potential threats before they happen." Steve is less than thrilled and replies, "I thought the punishment usually came after the crime." Fury replies that they can't afford to wait that long. Steve counters that that sort of attitude "isn't freedom. It's fear." He turns out to be right, as Project Insight is actually a HYDRA program, driven by an algorithm developed by Arnim Zola which mathematically calculates the "potential threats". Contrary to what Nick Fury was led to believe, these aren't so much threats to world peace, so much as HYDRA's absolute control.
  • Predecessor Villain: Midway through the film, Arnim Zola is revealed to be the first HYDRA mole inside S.H.I.E.L.D. and the original mastermind of Project Insight. However, at the time of the film's events, Zola is dead (or at least his body is) and the main Big Bad is Alexander Pierce.
  • Product Placement:
    • Steve sports S.H.I.E.L.D. workout clothes with a visible Under Armour logo.
    • Captain America rides a new Harley-Davidson Street 750 motorcycle, while Black Widow drives a 2014 C7 Corvette. Both vehicles were heavily promoted in publicity materials for the film.
    • Sam wears a shirt with a prominent Nike logo at one point.
    • Every vehicle is a Chevy.
    • Natasha and Steve visit an Apple store to use a computer and determine where the data on the Lemurian Star was encrypted. They were even greeted by an employee who wears the standard work uniform. Later, an iPod Touch playing Marvin Gaye is featured at Steve's hospital bedside.
    • Agent Sitwell and Nick Fury's phones are from HTC.
    • The scene where Steve hides the USB drive in a vending machine has plenty of Doublemint, Starburst, and Orbit gum.
    • When Fury is driving in his car, the stereo's Bose logo is clearly visible for an extended period.
  • Profiling: When Fury notices some cops eyeballing him in his S.U.V, he asks if they want to see his lease.
  • Promotion Not Punishment: Pierce mentions Fury once ignored his orders in a hostage crisis, skipping negotiations to take the hostages in secret from underground. As it turned out all the hostages were about to be executed, and this trope came into effect. Pierce brings this up later, presenting it as evidence that diplomacy is only a temporary solution to problems HYDRA will solve with Project Insight, retroactively making this a case of Your Approval Fills Me with Shame.
  • Pun: Project Insight has nothing to do with gaining insight on anything, it's meant to put a thousand potential (and ten times as many innocent) targets in their targeting sights. How many people saw that coming?
  • Putting on the Reich: While the reborn HYDRA was the product of Nazi scientists and Schmidt associates like Arnim Zola, it's largely jettisoned this trope in order to distance themselves from the defeated Third Reich. They've also played a major role in making S.H.I.E.L.D. increasingly authoritarian and sinister without being too overt about it. On the other hand, the targets of Project Insight as well as the presence of von Strucker suggest that HYDRA hasn't quite severed its Nazi heritage.
  • Race Lift: Machete, a South American in the comics, is made a Ugandan.
  • Reality Ensues: Falcon has been redesigned to sport a pair of goggles, which he would need to protect his eyes while flying. His wings are also larger than they are in the comics, making them closer to the size needed to hold a human aloft, and the backpack sports a small afterburner.
  • Red Herring: Communism. Winter Soldier's red star on his bionic arm and use of Soviet bullets serve to throw off those who read the comics and to hide the fact that he's created by HYDRA here. On the freeway ambush, he also speaks Russian to his mooks, but nothing happens beyond that.
  • Red Shirt Army: S.H.I.E.L.D. agents valiantly try to fight back during the climax, but are easily mowed down by the Insight and S.T.R.I.K.E. crews, and the Winter Soldier.
  • The Remnant: Played with. The new HYDRA, recreated by Arnim Zola and other surviving HYDRA agents that emigrated to the US after the end of WWII, is even stronger than it used to be in the 40's.
  • The Resolution Will Not Be Televised: Inverted. There is a "Where Are They Now?" Epilogue telling the fate of most secondary characters. But if you want to know about the actual consequences of the big reveal of the movie (which, as you may suspect, are not limited to the events of the movie), then follow the Agents of S.H.I.E.L.D. TV series. "End of the Beginning" and "Turn, Turn, Turn" are the crossovers with the movie, and the episodes afterwards are the aftermath of the movie.
  • Retcon:
    • The tie-in comics to the last movie depicted Steve and Bucky as meeting when they were both orphaned in their childhood. In a flashback scene, Steve is shown to have recently lost his mother while both are adults, with Bucky's parents mentioned as still being alive.
    • A fairly minor one. In Captain America: The First Avenger, Steve is hailed for saving 400 POWs, including on a clear newspaper headline. The Smithsonian shows it as only 163.
  • Reusable Lighter Toss: Nick Fury tosses a Zippo to light up the remains of some evidence.
  • Ripped from the Headlines: Subverted. While the plot does touch on relevant issues like terrorism, mass surveillance, and increasingly complicated geopolitics, it's revealed that much of what happened from the end of World War 2 was manipulated by HYDRA.
  • Rousing Speech: After discovering that HYDRA has infiltrated S.H.I.E.L.D., Steve hijacks the Triskelion's public announcement room and gives a speech to every S.H.I.E.L.D. agent in the building, convincing them that it's worth putting their lives on the line to preserve freedom. Cue all the non-HYDRA agents doing everything they can to prevent the Helicarriers from launching. Alas, they fail, and many of them die in the process.
    Steve: Attention all S.H.I.E.L.D. agents, this is Steve Rogers. You've heard a lot about me over the last few days. Some of you were even ordered to hunt me down. But I think it's time you know the truth. S.H.I.E.L.D. is not what we thought it was. It's been taken over by HYDRA. Alexander Pierce is their leader. The STRIKE and Insight crew are HYDRA as well. I don't know how many more, but I know they're in the building. They could be standing right next to you. They almost have what they want: absolute control. They shot Nick Fury. And it won't end there. If you launch those Helicarriers today, HYDRA will be able to kill anyone that stands in their way. Unless we stop them. I know I'm asking a lot. But the price of freedom is high. It always has been. And it's a price I'm willing to pay. And if I'm the only one, then so be it. But I'm willing to bet I'm not.
    Sam Wilson: Did you write that down first, or was it off the top of your head?
  • Rule of Three: Three heroes (Captain America, Black Widow and Falcon) have to place data cards in the control centers of three Helicarriers secretly controlled by HYDRA in order to get them to target each other. In a neat twist, instead of each hero inserting a card into one base, Falcon takes one while Cap takes the other two, and Widow goes undercover at the Triskelion to confront Hydra mole Alexander Pierce and unload all of S.H.I.E.L.D.'s (and Hydra's) dirty laundry on the internet.
    • Used for humor at the very beginning of the movie, when Sam Wilson is running laps around the Smithsonian campus, and Steve Rogers repeatedly passes him, saying "On your left." By the third time, Sam groans, "Don't say it, don't you even say it!" Steve says it anyway.
  • Running Both Sides: HYDRA has been instrumental in manipulating major crises throughout history on both sides of the conflicts, most notably the Cold War and the resulting Cuban Missile Crisis. This is part of their attempt to show The Evils of Free Will to the general populace, hoping that they would voluntarily accede their own freedoms for a more stable world.
  • Running Gag:
    • Throughout the film, Natasha keeps playing matchmaker for Steve.
    • Steve running past Sam. "On your left!"

  • Sacrificial Lion: Subverted with Fury faking his death, but played straight with the three World Security Council members Pierce executes when things begin to go downhill.
  • Samus is a Girl: One of the mooks that guard the arrested Cap, Black Widow and Falcon turns out to be Hill in disguise, about to save them. She makes a snarky comment on the helmet being uncomfortable.
  • Scenery Gorn: One scene has a pair of massive S.H.I.E.L.D. Helicarriers smashing into each other, bursting into flames and disintegrating into a thousand pieces as they fall out of the air into the river below them.
  • Schizo Tech: In the secret bunker, Steve and Natasha find a large, clunky computer mainframe made in The Seventies...with a very modern flash drive attached. It's obvious the flash drive was a later addition.
  • Sequel Hook: Several:
    • Cap and Falcon set out to track down Bucky, who vanished after saving Cap from drowning and is trying to learn more about his past self.
    • HYDRA have recovered and begun to study Loki's staff, with Quicksilver and Scarlet Witch as their prisoners.
    • With his death faked, Nick Fury goes on a one-man mission hunting down HYDRA's remnants, while Black Widow disappears to form a new identity.
    • Brock Rumlow also survives one of the Helicarrier explosions, but has been left horribly disfigured through burns, leaving him open to return to his identity as Crossbones from the comics.
  • Servile Snarker: Ambiguous. One would almost think that Fury's car is run by J.A.R.V.I.S.'s cousin or something... Or Fury may have just walked into this one with a completely Literal-Minded machine.
    Fury: What's not damaged?
    Car A.I.: Air conditioning is fully operational.
  • Sheathe Your Sword: Captain America lets his iconic shield fall into the Potomac below to illustrate that he doesn't want to fight the Winter Soldier.
  • Shell-Shocked Veteran: Cap and the Falcon are "wounded warriors" who become friends through their mutual trauma of losing a close friend on the battlefield.
  • Sherlock Scan: Done by Cap, allowing him to deduce he is about to be attacked inside a crowded elevator.
  • Shield Bash: Steve damn near wrecks an entire floor of an office building chasing after Winter Soldier by bashing down doors and windows.
  • Shipper on Deck: Natasha apparently ships Steve/Sharon, given she suggests he ask Sharon out a few times. Other girls get a single suggestion, but not this one girl.
  • Ship Tease:
    • Most mainstream outlets focused on the chemistry-possibly-UST between Captain America and Black Widow. Entertainment Weekly even dedicated an article to the pairing's potential.
    • Curiously enough, for a pairing of which only one of the characters appears: Natasha wears an arrow necklace.
    • Steve is attracted to Sharon before discovering who she is, eventually comes around, and Natasha is a Shipper on Deck for them from the beginning.
  • Shoot the Hostage: Done by Natasha on herself - when at the bad guy's gunpoint, she shocks herself into unconsciousness to leave him empty-handed.
  • Short-Range Long-Range Weapon: The Helicarriers are designed to be flying artillery, able to eliminate threats from miles away. In the end, they shoot each other at point-blank range when Maria Hill changes their targeting coordinates.
  • Shout-Out:
  • Shown Their Work: The scenic jog Steve and Sam take at the beginning is a real route that one could follow in downtown Washington. Further, it's about 4 miles long, meaning that Steve (who lapped Sam three times), would actually have run about "thirteen miles in thirty minutes", as Sam complains afterwards.
  • Shrouded in Myth: The Winter Soldier is considered a myth by most of the intelligence community, and is specifically called "a ghost" by Natasha.
  • Shut Up, Hannibal!: A few throughout the movie. Mainly Natasha giving a few as her loyalties are put into question or someone is acting condescending to her as she's dumping all of S.H.I.E.L.D's secrets/under a subcommittee hearing.
  • Signature Style: The Winter Soldier's theme music bears strong resemblances to "Why So Serious?", the Joker's theme from The Dark Knight. This isn't surprising since Henry Jackman worked under Hans Zimmer as a synthesizer programmer on that film.
  • Sinister Surveillance: The bad guys' plan takes full advantage of the miracles of the 21st century, where Everything Is Online.
  • Sir Not-Appearing-in-This-Trailer:
    • Despite having fairly large roles in the Super Bowl spot and the second trailer, the Falcon isn't featured at all on the theatrical poster. Though he is featured on the Japanese theatrical poster.
    • Maria Hill doesn't appear in any of the trailers (except for the back of her head while looking at Fury in surgery), only appearing in a few pre-release publicity stills.
    • Arnim Zola is this, for understandable reasons.
  • Slave to PR: Upon capturing Captain America and his allies, a HYDRA agent prepares to shoot him right then and there (in broad daylight and out in the open), but Rumlow spots a news helicopter and whispers "Not here!" in his ear. A Justified Trope, since they want to make it easier to take control, and you can't publicly execute Captain America and then tell everyone you're the good guy. Steve would have become a martyr.
  • Sliding Scale of Idealism vs. Cynicism: Part of the film's conflict involves the idealistic Steve having to cope with the cynical spy world.
    Nick Fury: S.H.I.E.L.D. takes the world as it is, not as we'd like it to be.
    Steve Rogers: This isn't freedom. This is fear.
  • Soft Glass:
    • Happens quite a lot throughout the movie, in a somewhat justified example as the person doing it is usually Cap, who also usually jumps shield first. He punches Zola's computer screen with his bare hand to no ill effect, but only cracks it—and besides, it's Cap.
    • Winter Solder does this a few times, but always with his metal arm/hand.
    • The most egregious example is Falcon jumping through a window on the 41st floor of the Triskelion. Windows in high rise buildings are usually purpose-built to keep people from doing just that.
  • Soft Water: Invoked (Nope, he doesn't have a parachute). The movie is pretty clear that the only reason Cap can do it is because he's a Super Soldier.
  • Something We Forgot
    • When the Winter Soldier attacks the three heroes in the highway, Captain America and Black Widow fall to the street below, so the Winter Soldier goes down in pursuit. His henchmen fire on the heroes below. Then Sam, who was still up there and forgotten by those guys, attacks them from the back.
    • When Captain America, Sam, Black Widow and Maria Hill begin their attack on S.H.I.E.L.D., did you notice that Black Widow was suddenly missing? No, she did not take a break: she disguised herself as a member of the Council.
  • Soviet Superscience: Downplayed and, unlike the comics, subverted. While the Winter Soldier does have some Soviet trappings, uses Cold War-era rounds and even speaks Russian at one point, it's all to obscure his real HYDRA-based origins.
  • Spoiler Title: To those familiar with Winter Soldier's character and identity (or even people who have stumbled upon his trope page).
  • Spotting the Thread: When Steve and Natasha trace the clues to Camp Lehigh, the base where Steve underwent his Basic training, he quickly notices an ammo dump that wasn't there seventy years ago. As he's such a Rules Lawyer, he knows that Army regulations state that weapons can't be stored within 500 feet of a barracks (y'know, so it doesn't kill any soldiers if it blows up). It's a secret S.H.I.E.L.D. installation, where Arnim Zola's uploaded brain is stored.
  • Spy Fiction: Winter Soldier plays up the Stale Beer Flavored espionage aspect of S.H.I.E.L.D. and questions whether Captain America can play ball with them. Verdict: at least in the MCU, he's better suited to it than anyone else, as he's literally the only person who gets that the entire spy era was a lie created by HYDRA to conquer the world.
  • Spy Speak: Fury at Rogers' apartment. He tries to warn Steve via typed messages that Big Brother Is Listening and so has to explain what's happened recently while trying to make it sound as a Seinfeldian Conversation. So, Fury, how's the weather?
  • Staring Kid: One catches Steve at his own Smithsonian exhibit. Steve seems to be amused by it but motions for him to keep quiet.
  • Stealth Pun:
    • When Cap is jogging and lapping Sam repeatedly at the beginning, it's a running gag.
    • Sam Wilson's military rank is Captain, meaning that if you pair it with his codename, it becomes Captain Falcon.
  • State Sec: With its worldwide jurisdiction, deep and constant surveillance, and the army of agents, S.H.I.E.L.D. is on the way to becoming this. Just as HYDRA planned.
  • The Stinger:
    • Much like The Avengers and Thor: The Dark World, there are two post-credits sequences - one setting up for The Avengers: Age of Ultron, and one providing closure to the film's events.
    • The first stinger features Baron von Strucker discussing the dissolution of S.H.I.E.L.D. and revealing that HYDRA operations in Europe go undamaged. He's studying Loki's staff, and the scene closes on the debut of Quicksilver and Scarlet Witch in the MCU, as prisoners of HYDRA.
    • The second stinger shows Bucky, looking to discover the truth of his identity, at the Captain America Smithsonian Exhibit standing in front of the memorial to his past life.
  • Still Wearing The Old Colors: The Winter Soldier still has a Soviet star and gear even after the fall of the Soviet Union. More importantly, when Cap gets ready to fight Hydra, he takes his WWII uniform out of a museum rather than use the suit that he was wearing when he fled S.H.I.E.L.D.
  • Superhero Packing Heat:
    • The Falcon wields two SMGs. Black Widow wields two Glocks.
    • While he's not a superhero, the Winter Soldier uses an impressive amount of projectile weaponry.
    • Unlike his previous two movie appearances, the protagonist doesn't use firearms at all.
  • Supernormal Bindings: The attackers in the elevator have a set of manacles with very powerful electro-magnets. They get one on Cap, securing his hand to the elevator wall and forcing him to fight the rest of them one-handed. Then he's able to wrench the manacle off the wall.
  • Super Window Jump: After the Elevator Action Sequence in S.H.I.E.L.D. HQ, Cap jumps through the glass wall of the elevator all the way to the lobby using his shield. He does another version when chasing The Winter Soldier, jumping across the street and through a window. He has the advantage of his vibration-absorbing shield to protect him from the kinetic energy involved in doing something like this.
  • Surprisingly Sudden Death: Doubly surprising given it's recurring character Jasper Sitwell; evidently Anyone Can Die. He's ripped from a car and tossed in front of a truck by the Winter Soldier after barely finishing a sentence.
  • Tempting Fate: Those loyal S.H.I.E.L.D. pilots just have to point out that they're the only air support Captain America has coming. Seconds later, the Winter Soldier takes them out before even one can get airborne
  • Trailers Always Spoil:
    • The trailers show loads of footage with Nick Fury that don't show up in the movie before his apparent death, thus allowing for audiences to easily deduce that he'll reappear later in the movie.
    • Trailers also show one of the Helicarriers crashing.
    • The fact that cast interviews included Sebastian Stan might've been enough for audiences deduce the Winter Soldier's identity, but seeing him credited as Bucky Barnes/The Winter Soldier in interviews kind of sealed the deal.
  • Talking Is a Free Action: Arnim Zola uses this trope in order to distract Cap and Natasha to make sure that the missile strike he ordered kills them.
  • Taking You with Me: Cap's plan to destroy (or at least cripple) HYDRA involves the dismantling of S.H.I.E.L.D..
  • There Is No Kill Like Overkill:
    • An entire team of bad guys riddle Fury's crashed SUV with assault rifle fire. Given how ridiculously armored the thing is, anything less wouldn't have even been a bother. When they get tired of their bullets bouncing off the glass, they break out a pneumatic ram to up the kill just that bit more.
    • Another entire team of bad guys are sent to capture Cap in an elevator. Notably, the elevator stops twice so that more bad guys can get on. It still isn't enough.
    • After Zola calls in a missile strike, S.T.R.I.K.E. teams, backed by several gunships, arrive within minutes to sift through the wreckage.
    • When the Winter Soldier is sent to take out Cap, he has five guys with automatic weapons and grenade launchers, plus a minigun.
  • There Was a Door: There probably isn't a window in this movie that Cap doesn't go through at one point or another.
  • Too Clever by Half: Nick Fury is the greatest spy of the world, leader of the greatest spy network in the world... and yet he didn't notice the infiltration by HYDRA until it's almost too late to stop them.
  • Truth in Television: Natasha mentions "Operation Paperclip", a real-life effort program by the OSS (replaced with S.H.I.E.L.D. in the movie's universe) to recruit Nazi scientists.
  • TV Head Robot: While not a humanoid robot, the film recreates Arnim Zola's mainstream appearance as an old supercomputer that houses his preserved consciousness. Zola can project a representation of his face through the monitor(s) while a single surveillance camera atop the monitor serves as his eye.
  • Undercover as Lovers: While hacking at a mall, Natasha tells a Apple store employee that Steve is her fiancé. He pretends their screen tracking a program to New Jersey is merely their honeymoon destination search.
  • The Unreveal: Throughout the movie, there are some hints that Agent 13 is Peggy Carter's niece, but when Steve asks Natasha her name, she simply says it's Sharon, without mentioning the surname.
  • Villainous Breakdown:
    • The Winter Soldier loses it after Steve continues to call him Bucky and insists that they know each other. This can largely be blamed on HYDRA frying his brain to wipe his memories over and over. The Soldier is obviously conditioned only to think in terms of what will complete his mission and of himself as a weapon, with deviation resulting in pain, leaving him unable to conceptualise having a name or a friend. It only gets worse when Steve willingly drops his shield into the Potomac and refuses to fight him on the basis of a friendship that the Winter Soldier has no memory of - these are totally outside his parameters, eliciting something frighteningly close to a mental breakdown as his memories resurface and the inside of his head gets broken apart. Again.
    • Sitwell clearly doesn't want to repeat his bungee-jumping experience again, even if it means Pierce will kill him.
  • Villainous Valor:
    • Zola keeps Captain America and Natasha talking in his bunker to ensure they'll be there when a missile hits it.
    • Pierce's final line before the Helicarrier brings the Triskelion crashing down around him is "Hail Hydra!"
  • Walking Spoiler:
    • Not that he does any real walking, but Arnim Zola's return was kept tightly under wraps and his appearance is the Wham Shot that shows the real stakes of the film; discussing his role in any length gives away the HYDRA aspect of the plot.
    • The Winter Soldier himself counts, but that's only if you were hell-bent on making sure you didn't know his identity until after you saw the movie. Though the fact that HYDRA created him instead of the Soviets is a bit of spoiler in itself, if your source material is the comics.
  • Warrior Therapist: Sam Wilson works at the VA counselling veterans and soldiers who come back from wars with PTSD, and he's also an elite soldier.
  • Wearing a Flag on Your Head: Cap's Agent of S.H.I.E.L.D. outfit also incorporates stars-and-stripes imagery, only without the red. Also, a prominent poster shows Cap's shield with the paint scratched off, which emphasizes the moral ambiguity of Cap's current position with S.H.I.E.L.D.
  • Well-Intentioned Extremist: Zola and Pierce try to sell the new HYDRA as this, being severed from its original Nazi roots and essentially having the same values as S.H.I.E.L.D., but being willing to go one step further to ensure peace and order. It's severely undermined by the fact their primary targets were threats to their own political power (even the current president of the United States), and not (as Pierce tries to claim) people who were mathematically likely to become the next Bin Laden or even the next Julian Assange or Bernie Madoff. And a shot during the targeting sequence reveals they're targeting families with giant cannons that will no doubt cause collateral damage.
  • Western Terrorists: Batroc's men. Granted, Batroc is Algerian, but he's white and speaks French. Subverted. They're not terrorists at all, they're mercs hired to act like terrorists for purposes of somebody else's False Flag Operation.
  • Wham Episode: HYDRA is back and stronger than ever. It infiltrated S.H.I.E.L.D. at its creation and has been influencing the world since the end of World War II. S.H.I.E.L.D. is dissolved at the end of the movie, and all of its secrets are made public. Fury has faked his death and gone underground to fight HYDRA. Baron Strucker has both Loki's staff and Quicksilver and Scarlet Witch.
  • Wham Line:
    • HYDRA's 'cut off one head' motto was previously presented as a slightly silly thing in The First Avenger. In this film, it takes on a horrific tone once you realise exactly just how far their reach has extended since the "head" fronted by the Red Skull was eliminated.
      Zola: HYDRA was founded on the belief that humanity could not be trusted with its own freedom. What we did not realize was that if you try to take that freedom, they resist. The war taught us much. Humanity needed to surrender its freedom willingly. After the war, S.H.I.E.L.D. was founded, and I was recruited. The new HYDRA grew, a beautiful parasite, inside S.H.I.E.L.D.. For seventy years, HYDRA has been secretly feeding crises, reaping war. And when history did not cooperate, history was changed [...] HYDRA created a world so chaotic that humanity is finally ready to sacrifice its freedom to gain its security. Once the purification process is complete, HYDRA's new world order will arise. We won, Captain. Your death amounts to the same as your life: A zero sum.
    • Zola's "I am not a recording, Fräulein" also qualifies.
    • Senator Stern: "Hail Hydra."
    • Steve: "We're not salvaging anything. We're not just taking down the carriers, Nick. We're taking down S.H.I.E.L.D."
    • This scene, imported verbatim from Ed Brubaker's run on Captain America:
      Steve: ...Bucky?
      The Winter Soldier: Who the hell is Bucky?
    • Early on, the security system at the Triskelion immediately flags Captain America as having too low a security clearance for the destination Fury gives to the elevator they've entered. Without skipping a beat, Fury overrides the system with a simple voice command. A few minutes later, he uses the same voice command to access the files on the recovered thumb drive; the system refusing his override is a major indicator that something is very wrong.
    Nick Fury: Director override, Nicholas J. Fury.
    System: Override denied. All files sealed.
    Nick Fury: On whose authority?
    System: Fury, Nicholas J.
  • Wham Shot:
    • Steve is ruthlessly mobbed in an elevator by S.H.I.E.L.D. agents he thought were friends. Cut to a control room where an official is directing the attack, and it's Jasper Sitwell, the agent Steve saved on the Lemurian Star and a regular ally in previous Marvel movies.
    • A mysterious voice coming from an old computer appears to know who Steve and Natasha are, and on one of its screens it displays a photo of thought-deceased HYDRA scientist Dr. Arnim Zola.
    • A recap shot of the Helicarriers precision point-guns. The first time they're seen, they don't panic the viewer and are quickly forgotten about. The second time they're shown, though, is in the middle of a rant about HYDRA using it them to "purify" millions and create a new world order, revealing their horrifying potential.
  • What Happened to the Mouse?: Steve's new costume disappears as soon as he escapes the Triskelion, and when he needs to don a costume for the finale, he chooses his WWII outfit instead. A deleted scene shows that he ditched his S.H.I.E.L.D. costume (which contained a tracking device) at a basketball court in order to throw off his pursuers.
  • What the Hell, Hero?: Captain America gets to give quite a few throughout the film.
    • When Natasha jeopardizes the attempt to rescue the hostages by retrieving data for S.H.I.E.L.D., he calls her out on endangering the mission and the hostages' lives.
    • When he meets with Nick Fury, Captain America calls him out on having Natasha do what she did, saying that military operations are dependent on trust. After seeing Project Insight, he tells Fury that he's disturbed about its implications.
    • Captain America pointedly raises the question of how many people died because of the secrets S.H.I.E.L.D. kept.
  • "Where Are They Now?" Epilogue: One of the final scenes of the movie shows glimpses what happened to several of the surviving characters after the events of the movie:
    • Natasha is Hauled Before A Senate Sub Committee. She is acquitted of all charges and looks for a new identity.
    • Agent 13 a.k.a. Sharon joins the CIA.
    • Maria Hill is getting interviewed for a job at Stark Industries.
    • Rumlow survived getting a Helicarrier dropped on his head, but he's badly burned.
    • HYDRA mole Senator Stern is arrested.
    • Fury burns all of his S.H.I.E.L.D. stuff, including his eyepatch, and decides to head to Europe to hunt down the rest of HYDRA.
    • The Stinger has the Winter Soldier looking around to find out more about his past.
  • Where It All Began: An important plot point is revealed in a New Jersey boot camp where Steve Rogers started his military training all the way back in the 40s.
  • Whole Costume Reference: Cap's new costume takes cues from the "Super-Soldier" outfit his comics counterpart wore when he served as Director of S.H.I.E.L.D.
  • The Worf Effect:
    • The Winter Soldier does this to resident Badasses Nick Fury and Black Widow, as well as the Falcon. In Nick's case, Nick had been successfully evading would-be assassins (albeit with some degree of difficulty) up until the Winter Soldier completely shuts him down. Even when Nick escapes, the Winter Soldier tracks him down and delivers a near fatal blow. In Natasha's case, his combat ability overwhelms her; she is showing visible signs of stress as she struggles to stay alive and one step ahead of the Winter Soldier. And in Falcon's case he had successfully taken down a Helicarrier all by himself, but as soon as he goes up against Winter Soldier he gets yanked out of the air and nearly falls to his death. All of this is to display that the only person capable of matching him and stopping him is Steve, which is distressing because the Winter Soldier is Bucky.
    • Helicarriers are considered sort of the ultimate "Worf" in Captain America / S.H.I.E.L.D. mythology. From the moment that Helicarriers were revealed to exist in the movie, it was such a foregone conclusion that someone or something would show off by bringing them down that they didn't even try to pretend otherwise— they're shown crashing on the posters.
  • Worf Had the Flu: Invoked but ultimately averted in Cap's fight with Crossbones/Rumlow. He made sure Cap was surrounded in a cramped elevator, taken by surprise, tasered, and restrained at least partially before going in to fight. Cap still beats him.
  • World of Snark: Practically everybody has some snarky comments to drop. The World Security Council even tells Pierce to "make any snappy remarks" now, so as to get them over with.
  • Wrestler in All of Us: Cap uses a brutal German suplex on the Winter Soldier during their 2nd encounter. He also puts him in a sleeper, or rear naked choke, if you prefer Mixed Martial Arts terms (complete with the proper positioning and joint "hooks" for applying the hold as one would in MMA, judo or jiu-jitsu) to knock him out for a few seconds.
  • You Are in Command Now: Towards the end, Cap is effectively in command over the S.H.I.E.L.D. loyalists against HYDRA.
  • You Are Number Six: Marvel's official synopsis of the film lists Sharon Carter under her codename of "Agent 13".
  • You Have Got to Be Kidding Me!: This is Sitwell's reaction to Cap's Super Window Jump from the elevator.
  • You Have Outlived Your Usefulness: HYDRA does this with Sitwell, who moans a lot about how he's so dead before it happens.
  • Your Other Left: When Sam is trying to get Sitwell's attention, he tells him to look to ten o'clock. He looks right, so Sam says "your other ten o'clock".
  • You Wouldn't Shoot Me: Sitwell is unconvinced Cap is willing to pitch him off a building and remains defiant. Cap confirms his theory, then adds that Natasha has no such scruples. She does pitch him off the building, and then Falcon shows his wings, catching him in the air and returning him to the rooftop.
  • Zero-Approval Gambit: Black Widow pulls one when she leaks her checkered history to the world along with the rest of the S.H.I.E.L.D. data.

I'm with you to the end of the line.

Capricorn OneConspiracy ThrillerThe China Syndrome
The AvengersFilm/Captain AmericaThe Avengers: Age of Ultron
Captain America: The First AvengerFranchise/The AvengersCaptain America: Civil War
Guardians of the GalaxyAwesome/Marvel Cinematic UniverseUp to Eleven
Need for SpeedFilm Brain ListRio 2
Dragon Age IISpy FictionDaughter of the Lioness
Thor: The Dark WorldFranchise/Marvel Cinematic UniverseGuardians of the Galaxy
Captain America: The First AvengerSuperheroGuardians of the Galaxy
Thor: The Dark WorldFilms of the 2010sGuardians of the Galaxy

alternative title(s): Captain America The Winter Soldier
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