After a year without any Marvel projects, WandaVision and The Falcon and The Winter Soldier have finally brought the Marvel Cinematic Universe back to the screen via the Disney+ streaming service. Episode 3 of The Falcon and The Winter Soldier has its titular duo engage in a reluctant team-up with a dangerous villain, reunite with a former ally, and introduce a popular Marvel Comics location to the MCU.
The Falcon and The Winter Soldier brings MCU actors Anthony Mackie and Sebastian Stan back as Sam Wilson and James “Bucky” Barnes, respectively, who are better known as the high-flying Falcon and the deadly Winter Soldier. In order to make sure you stay fully up to date, we’ll take a deep dive into each episode of The Falcon and The Winter Soldier and discuss some of the notable moments and MCU-relevant elements you might have missed.
(This article will discuss plot points from the latest episode, so consider this a spoiler warning if you haven’t watched it yet.)
More on The Falcon and The Winter Soldier
- The Falcon and The Winter Soldier: Episode 1 highlights and Easter eggs
- The Falcon and The Winter Soldier: Episode 2 highlights and Easter eggs
- The Falcon and The Winter Soldier: Everything we know about the Disney+ series
Titled Power Broker, episode 3 has Sam and Bucky decide to visit imprisoned Captain America: Civil War villain Helmut Zemo (Daniel Brühl) to learn more about HYDRA’s use of the super-soldier serum, but Bucky opts to turn that visit into a full-on breakout, freeing Zemo in exchange for his help in tracking down the serum’s supplier. Sam, Bucky, and Zemo travel to the lawless Indonesian island of Madripoor, where they get into trouble, only to be rescued by former S.H.I.E.L.D. and CIA agent Sharon Carter (Emily VanCamp), who’s been on the run since the events of Civil War.
The quartet eventually locates the hidden lab of Dr. Wilfred Nagel (Olli Haaskivi), the scientist who replicated the serum from the blood of original super-soldier Isaiah Bradley (Carl Lumbly). They learn that the entire stock of serum samples that Nagel created was stolen by Karli Morgenthau (Erin Kellyman), the leader of the Flag Smashers, and travel to Latvia to investigate a lead on her location — but not before Zemo kills Nagel.
Shortly after arriving, Bucky spies some familiar tech along their route and encounters Ayo (Florence Kasumba), one of Wakanda’s Dora Milaje, who has arrived in search of Zemo, the man who killed T’Chaka, the former king of Wakanda.
It took an entire film and several episodes of this series, but Marvel fans finally got to see the MCU’s version of Baron Helmut Zemo in a costume more akin to his Marvel Comics counterpart. Baron Zemo (as he’s generally known in Marvel’s comics) has worn several variations of the purple, balaclava-style mask in his comic-book appearances, but a few things have remained constant throughout his appearances both in the comics and on the screen: His diabolical mind, his family’s fortune, and his willingness to use both resources to consolidate his power and achieve his goals (even when it means working alongside various Marvel heroes).
The Falcon and The Winter Soldier appears to be drawing plenty of inspiration from Zemo’s comics source material for Brühl’s character and is establishing him as one of the MCU’s most dangerous villains despite his lack of any superhuman abilities.
Welcome to Madripoor
The Southeast Asian island nation of Madripoor is a long-established location in the Marvel Comics universe, first introduced in a 1985 issue of the X-Men spinoff series New Mutants. A lawless island where nearly any sort of business is permitted as long as it doesn’t upset the status quo of the criminal enterprises based there, Madripoor is essentially the pirate kingdom of Marvel’s comics lore — a place where anyone can find sanctuary from international law as long as they abide by the island’s laissez-faire environment. At one point in Marvel’s comics timeline, Magneto established a home for mutants on the island in order to protect them from extradition and international governments looking to exploit their powers.
The MCU’s version of Madripoor doesn’t appear to diverge all that much from the comics, offering a safe haven to villains like the mysterious Power Broker as well as former secret agents on the run, like Carter.
Always a rebel
If the face of Flag Smashers leader Karli Morgenthau looks familiar, that’s probably because you’re a Star Wars fan. Before she was the superpowered leader of a group of international rebels in The Falcon and The Winter Soldier, actress Erin Kellyman was the leader of another group of rebels in Solo: A Star Wars Story (pictured above). In the 2018 film, Kellyman portrayed Enfys Nest, the young leader of the Cloud Riders, who frequently battled the Crimson Dawn crime syndicate.
In Solo, Nest was revealed to be a charismatic antihero whose goals were more noble than nefarious (despite her methods), and The Falcon and The Winter Soldier appears to be positioning Morgenthau in a similar role in the MCU.
Who’s Smiling Tiger?
During their trip to Madripoor, Sam is forced to pretend to be Conrad Mack, a villain known as Smiling Tiger. As with most characters in the MCU, Smiling Tiger does indeed have a Marvel Comics counterpart, although he’s about as low-profile as a villain can be. First introduced in a 1992 issue of the New Warriors series, Smiling Tiger is the son of a Vietnam War veteran whose unit discovered a hidden temple in Cambodia and took part in a ceremony that would give their children special powers. Smiling Tiger was one of those children, and he was imbued with powerful senses and trained from birth to be a skilled warrior, but his feral nature left him isolated. He eventually found purpose with the criminal group known as Folding Circle, which operated out of — wait for it — Madripoor.
It’s unlikely that the MCU will elevate Smiling Tiger out of his lower-tier status in the Marvel Comics universe, but anything’s possible!
Episode 3’s final scene added yet another element for Sam and Bucky to contend with in their pursuit of the super-soldier serum and the Flag Smashers: Wakanda.
After discovering some Wakandan tech in Latvia, Bucky comes face to face with Ayo, one of the Dora Milaje, in an empty alley. The second-in-command of Wakanda’s elite, all-female special forces unit, Ayo first appeared in Civil War as one of the Dora Milaje escorting T’Chaka, the king of Wakanda, to the international gathering where he would later be killed — a fact that likely gives her a very personal reason to be pursuing Zemo, the orchestrator of T’Chaka’s assassination. Ayo later appeared in Black Panther and then again in Avengers: Infinity War, when she assisted in the defense of Wakanda against Thanos’ agent, Corvus Glaive. Whether she has traveled to Latvia for Zemo on her own or as an agent of Wakanda remains to be seen.
New episodes of The Falcon and The Winter Soldier premiere every Friday on the Disney+ streaming service.
- Spider-Man: No Way Home: Everything we know about the sequel
- 11 crossovers we wish Spider-Man: No Way Home would bring to the MCU
- Everything we know so far about Doctor Strange in the Multiverse of Madness
- Marvel’s Hawkeye trailer takes aim with Jeremy Renner, Hailee Steinfeld
- 10 off-camera moments from the MCU that Marvel needs to explain