Robert Redford plays Alexander Pierce, the fellow who lords over the directorate of this ever-burgeoning security empire.

Nick Fury barely has time to fret over the idea that "to build a really better world, sometimes that means you have to tear the old one down" when he's attacked.

The Captain, Steve Rogers (Evans), and Black Widow, Natasha Romanoff (Scarlett Johansson) set out to unravel this mystery, who the new menace is and what the enemy's masked "Winter Soldier" super-warrior has in his bag of tricks.

Johansson, who has no hint of a Russian accent this time (not a bad move, considering how Russians are regarded this spring), makes an apt, super-sexy sparring partner for the Captain. She's constantly suggesting he get back on the dating scene — in between epic brawls with legions of foes. Not that the Captain doesn't notice women — his nurse neighbor, for instance (Emily VanCamp).

The fights are spectacular combinations of digitally augmented stunt-work. The directors and screenwriters find all manner of new ways for the Captain's shield to pay off, and Evans and Johansson make these shooting, strangling punch-outs cool.

Anthony Mackie shows up as a potential new sidekick, which only calls attention to the question, "Hey, where are Captain America's OTHER Avenger pals in this hour of crisis?"

The best new effect is a holographic teleconference involving Redford (fairly bland in this part) and the other governing execs of S.H.I.E.L.D. Worst cameo is Garry Shandling, as a senator who apparently has been using Kim Novak's Botox team.

And that message — that we're more likely to give up our freedoms by consent than by force — is not a bad one to hammer home.

But "The Winter Soldier" has long, talky, dead stretches. It's emotionally flat, a lot closer to Evans' "Fantastic Four" films or the "Thor" sequel than it is to "Captain America: The First Avenger," or "The Avengers."

It's OK for April, in other words, but not up to the higher standards of a Marvel summer blockbuster.