By Anthony Breznican
Updated April 04, 2020 at 10:42 AM EDT
Credit: Zade Rosenthal/Marvel Studios

They say to keep your friends close and your enemies closer. But in Captain America: The Winter Soldier, it’s getting harder for the superhero to tell the difference. In the latest installment from Marvel Studios’ interlocked franchise, Chris Evans’ unfrozen genetically-enhanced warrior from the Greatest Generation is still unsure of his place in the world after helping to save it twice: once from the forces of Red Skull in 2011’s original Captain America, and again from an alien invasion in 2012’s The Avengers.

The Winter Soldier features an eponymous new villain — a bioengineered assassin with a mechanical arm—who is targeting the leadership of the global protection force S.H.I.E.L.D. The film, directed by brothers Anthony and Joe Russo (already being courted by Marvel for more), reteams Evans with Scarlett Johansson’s Black Widow and Samuel L. Jackson’s Nick Fury as top operatives for the group. But Cap (alias Steve Rogers) is beginning to question whether he and S.H.I.E.L.D. are on the same side. Sebastian Stan plays the Winter Soldier, and anyone who saw the first film knows his character’s history with Rogers runs deep. If there’s an overall theme in the movie, it’s this: Old friends make the worst enemies.

Credit: Everett Collection

EW visited the set of The Winter Soldier last July. It’s the day after Comic-Con ended. Footage screened for fans at the annual convention had lathered the geeky faithful into a frenzy, but no one is celebrating on set. Instead of passing around high fives, the cast members are punching each other in the face.

The sun has just peeked through the morning mist, and Chris Evans is in his full red, white, and blue glory, pummeling a pair of masked gunmen aboard a flying aircraft carrier. (Really, a vast shipyard parking lot in Carson, Calif.) It’s the middle of summer, and already blazing. Evans is feeling the pain. “To make it look good, you gotta get hurt,” he says later. “It’s gotta look a little messy.” In between takes, Evans keeps cool by using that iconic “vibranium” shield as a make-shift sombrero, balancing it on his head as shade from the sun.

Credit: Zade Rosenthal

Even though this is his third major stint as Cap, the 32-year-old is sorta sweating his Comic-Con appearance. “I wonder if people think I’m too skinny right now? Because literally in the past month, I’ve probably lost 15 pounds,” he says. “Three months leading in, you get this training regimen—you try and get as big as you possibly can. There’s a couple scenes in the movie where I’m in either tight t-shirts or tank tops or stuff like that, and you wanna make sure you’ve got the size. Then they save the big action sequences for last. That’s when you’re just in this [suit], and not just busting your ass all day, but you’re just shedding weight.”

There’s another, less visible way he’s suffering. “I mean, this thing just stinks,” he says with a laugh, tugging on his body armor. “I put it on every morning and I’m like, ‘Oh my God…’ I’m just putting on a locker room every day.”

He shakes his head. “They spray it with this stuff. But I mean, they can’t throw it in a washing machine.”

NEXT PAGE: Anthony Mackie’s Falcon: “Waiting in the wings!” 

When you get up close, superhero movies are never quite as cool as they look on screen. To bring a comic book to life, as Marvel Studios has done nine times now (with Guardians of the Galaxy on the horizon), it takes work, patience, and a lot of imagination. Film sets like The Winter Soldier prove to be not so different from a summer in the suburbs, where intrepid kids scavenge materials to build makeshift superhero costumes before running off to save the neighborhood. The filmmakers just have a smidgen more resources—in this case, an estimated $170 million.

Credit: Zade Rosenthal

That’s almost modest for a tentpole movie these days. Many of them run into the $250 million-plus range. Clever filmmaking techniques save money, but they can make for a bizarro on-set experience. That state-of-the-art helicarrier Cap is battling on? It’s made by what you might call the world’s biggest LEGO set: shipping containers, stacked in a half pyramid three stories tall and draped in a bright Kermit-green sheet. On the asphalt in front of it are a handful of armored crates and deck cannons. Further down is a metal door that is the only practical part of what will become, in the hands of digital artists, a conning tower.

Just off camera, Anthony Mackie (Real Steel, The Hurt Locker), who joins the cast as Falcon, a combat veteran trained to control the prototype for a winged jet pack, watches as Evans does battle. He’s eager to get in the fight. “Waiting in the wings!” he jokes as a member of the crew comes over with a drill and literally bolts him into his costume. In the movie, the character will have a sprawling, digitally created, 12-foot-6-inch wingspan, but on set Mackie’s stuck with just a tiny replica, making him look more hummingbird, less bird of prey. “Those are my wings,” he says, flashing his eyebrows. “Pretty small, right? You’d think they’d be a lot bigger.”

Credit: Zade Rosenthal

For him, appearing in a comic book film is a serious point of pop culture pride. “I’d been asking Marvel once a month for three years about playing Black ­Panther,” Mackie says. “I just wanted to keep my name in the circle.” Black Panther, created in 1966, is revered as the first black superhero, but Falcon has his own historical significance.

While Black Panther hailed from the fictional African nation of Wakanda, Falcon was actually the first African-American superhero. “In the movie, it’s more about his tactical ­ability than his race,” Mackie says, though he still finds social significance in the character. “It’s more about his relationship with Cap. In the 1930s and 1940s, there were no relationships like Cap and the Falcon. That was just unheard of. So Chris and I always joke, like, Cap woke up in the new millennium and he got a cell phone and a black friend.”

Visual effects don’t just enhance Mackie’s wings; that post-production fine-tuning also came in handy for him a few days earlier, when the actor had to perform a 60-foot plunge.

“I stopped about three feet from the ground. It was by far the worst experience of my life,” Mackie says. “We were in this parking lot, right over there by the wall — they took this crane, put it up as high as it could go, made me turn upside down, and come straight down, face first into the pavement. All the way down, I was screaming, F——CCCKKK! They’re like, ‘Cut! Let’s do it again!’ I was like, ‘no matter how many times we do this, I’m gonna scream all the way down so let’s figure it out now.’” The solution: “What they do is, they scan your face,” Mackie says. “So they can put whatever emotion they want on you.”

NEXT PAGE: Russo brothers: from Cleveland to Comedy to Cap

Soon Mackie is in front of the cameras for a scene where he flies Captain America onto the deck of the hovering ship. “You’re heavier than you look,” Falcon says as the duo drop to the asphalt. “I had a big breakfast,” Cap deadpans. Then — POW! Cap is sacked by the Winter Soldier, who darts out from behind a crate to tackle him. (You can see Stan lurking just behind the fellow pulling the camera man on a wooden wagon.)

They repeat the scene probably a dozen times, while directors Anthony and Joe Russo (best known for their innovative direction of TV comedies like Arrested Development and Community) check the action against screens showing a black-and-white, crudely animated version of the scene. Virtually the whole movie is mapped out and cut together in these drawings before filming. In that way, the Russo brothers are directing a live-action remake of their own animated movie.

“There’s an adage that you make a movie three times over. You write it, you film it, you edit it,” says Anthony. In this case, they’ve added a fourth layer. “You can’t guess at things you’re going to want to do in the edit room while you’re out there shooting.” For Joe, a self-described “massive comic book collector,” this is the culmination of a life-long dream. “That’s what every comic book fan wants, to take those panels on the page and their imagination and see it up on the screen.”

Credit: Zade Rosenthal

The Cleveland-raised brothers (seen in the image above, Joe with the paper, Anthony in the hat) owe their careers to Steven Soderbergh, who discovered an early film of theirs at Slamdance, the even more indy tagalong festival that accompanies Sundance each year. Soderbergh took the Russos under their wing and helped them make 2002’s Welcome to Collinwood, a crime comedy starring George Clooney, William H. Macy and Sam Rockwell. From there, the ended up getting work on television, laying the groundwork for shows such as Community and Arrested Development. “We did Arrested Development and won an Emmy, and then we were a comedy brand,” says Joe. “We were a comedy brand for about 10 years, but we’ve always had this love [of movies.]”

“We loved what we were doing the whole time and we were very fortunate,” Anthony adds. “But there was a side of us that kept gnawing at us: when are we going to do something else? When are we going to do some action? And it’s hard to find that opportunity when things are going so well. The work was coming so easy …”

As Joe puts it, big-budget filmmaking “kind of has to come to you. That’s what happened with this. [Marvel Studios president] Kevin Feige was a big fan of Community. I think he loved the paintball episodes. And I think he floated the idea of what don’t you have those guys come in a have a meeting about this? So, the window opened, and we fought hard to win the movie. It was not easy to win.”

Now that they’ve done it, the duo seem to have made another breakthrough. Marvel already wants them back for Cap 3, due in 2016.

NEXT PAGE: Scarlett Johansson’s legs vs. Sebastian Stan’s neck …

After tackling Evans over and over again in the broiling July heat, Stan is feeling the hurt now, too. Over three months of filming, that fearsome mechanical arm (really a rubber sheath marked with motion capture dots) looks like the battered aluminum ventilation tube on a clothes dryer.

Again, a squad of digital artists will come to the rescue later. “It’s gotten more flexible over time,” Stan says, working the enclosed limb back and forth. “It’s a lot like breaking in a shoe. I learned to live with it, but it didn’t always start that way. One version comes out and they see what works, what doesn’t, and eventually it got to a stage that it fits and moves well. Sometimes, by the end of the day, I forget I have it on.”

Just about everyone has their surreal experiences on set. Sometimes, for instance, you end up sharing a scene with your creator. Comic book scribe Ed Brubaker, who invented the Winter Soldier in 2005 as part of his acclaimed run on the Captain America series, fittingly has a cameo as one of the scientists who engineer and control the assassin. “It was a little bit surreal for him I think,” Stan says. “I mean, the whole look is just so right off the page. Some superheroes don’t make that transition well. But Winter Soldier didn’t have that problem. I think he was a little bit shocked.”

Credit: Zade Rosenthal

As bad guys go, this cold warrior is no lightweight, and he has to take as much pain as he gives — not just from the guys, but from Black Widow.

Johansson says her most odd and uncomfortable day on the movie was the time she was “riding Sebastian Stan like a mechanical bull.” “I felt so bad for him — and me! They hoisted me up on poor Sebastian’s shoulders and I was holding on with my legs wrapped around. It was horrible!” Or, as Evans calls out after overhearing her answer: “Sebastian’s best day at work!”

“It was terrible!” Johansson insists. “He was like ‘Ow my hair.’ I’m whipping around him and choking him out. It’s a pretty great Widow move. But that day shooting it, I was looking at the directors going: ‘I hate you…this better look good!’”

NEXT PAGE: Robert Redford: Even Marvel marvels over this one …

Even with a new villain in their midst, though, the costar everyone talks about is Robert Redford. The legendary actor-director is making his first foray into the superhero realm to play Alexander Pierce, a senior S.H.I.E.L.D. leader. (When he appeared on The Daily Show last week, even Samuel L. Jackson said he couldn’t believe they got the Sundance Kid to do it.)

As producer, Feige is especially proud of landing him because he envisioned The Winter Soldier as an homage to paranoid 1970s thrillers such as Redford’s Three Days of the Condor. So how’d they talk the star into it? “The real secret to how we got Robert Redford …?” Anthony Russo says, “He has grandkids.”

His brother Joe laughs, and adds: “The thing to put in print was that ‘the script was incredible and he fell in love with the material.’”

Still, if the cast felt intimidated by the icon, they seem to hide it well, including those who didn’t even share a scene with him. “He’s scared to act against me,” Mackie says with comic bravado. “He said, ‘I can’t be on screen against Chocolate Thunder!’ ”

Of course he couldn’t. Never try to upstage a man in hummingbird wings.

For more Marvel news:

This is the extended version of a feature that ran in the April 11 issue of Entertainment Weekly.

Captain America: The Winter Soldier

  • Movie
  • PG-13
  • 136 minutes
  • Anthony Russo
  • Joe Russo