Captain America: The Winter Soldier is the best Marvel Studios film not called The Avengers by having great action, fantastic pacing and a plot that builds off everything that came before it.

Like many other people, I wasn’t the biggest fan of Captain America’s previous solo film. I enjoyed it, but a lot of things bothered me about it. None more than the feeling that it eschewed showing any of the action outside the three seconds of each battle in a montage. Everything pre-supersoldier was very good, I liked Chris Evans a lot as Steve Rogers, and the supporting cast was pretty stellar, but the action side of everything fell a little flat compared to the other Marvel offerings.

Any reservations I had with Captain’s first film didn’t hold me back from him being my absolute favorite thing about The Avengers. Whedon’s script not only built some excellent humor around the time jumping Avenger, but his loneliness and outsider nature were palpable that made you sympathize with him, unlike any of the other characters (There is a fantastic sequence of Rogers trying to integrate into society that was deleted and you should check it out on the Avengers Blu-ray). Then he started kicking the crap out of everyone and became the Avengers natural leader; Captain America was officially awesome.

Everything that made Cap great prior is only built upon in Winter Soldier, and they weave Cap, Fury and Natasha into a plot the effectively builds off First Avenger and The Avengers while making us rethink everything we know about SHIELD. I was surprised at how well, and how much, they weave in the world building from the entire Marvel Cinematic Universe and the film leaves a lot of interesting threads for Cap 3 and The Age of Ultron.

Winter Soldier is a straight up action movie, full of set pieces, and most of it is done rather low-fi with minimal big flashy effects. I don’t have a problem with big effects movies, but there is a grounded and brutal feeling to every kick and punch that makes this the most visceral action yet in a Marvel movie. The biggest complaint I can levy against the film is that the final set piece gives itself over to that special effects spectacle and, while still very entertaining, doesn’t live up to everything that came before it. When the best part of your three helicarrier dance is a hand to hand fight between Cap & Winter Soldier, you know you could have saved a couple of dollars by making the action more intimate.

All of the returning faces are great and having a lot of fun as Steve Rogers remains, firmly, my favorite Avenger. Evans is just so good in the part and it has been great to watch the character grow over the three films without ever losing what makes him what he is. Scarlett Johansson keeps getting better as Natasha Romanoff as her and Rogers relationship has really become one of the strongest in the Marvel films. Samuel L. Jackson shines in his meatiest role yet and excels in the big action scene Fury has deserved. Anthony Mackie provides a lot of comic relief and is an excellent new sidekick for Cap going forward as he and Evans have some excellent chemistry. Robert Redford is also great as Alexander Pierce and he plays his every shade necessary to equal effect.

The conspiracy plot of the film also deserves mention as it is incredibly timely and actually gets at asking some big questions. You kind of lose the nuance of the argument about mass data collection and pre-emptive strikes when it is being referenced to being carried out by massive fantasy war machines, but the extrapolation of where our government’s big brother tendencies could lead to in a comic book world is handled intelligently while remaining borderline grounded. What if we used all of this personal data to pre-judge individuals based on their potential to threaten a cause? Is that where we are heading as a society? I doubt it, but it’s not that hard to get to that point if you think about it just a little bit.

Captain America: The Winter Soldier isn’t just a great Marvel film, it is a great film period. It has some of the best action I have seen in some time, features a timely and relevant plot, has great characters, all while pushing and building upon the Marvel Universe. Walking out of the theater I was ready to watch it again and it will have you just as excited for Cap 3 as it will for Age of Ultron.

Captain America: The Winter Soldier is an A