Another Friday means another episode of The Falcon and the Winter Soldier on Disney+. Last week’s episode introduced a lot of new characters and even brought back some familiar ones. This week, Sam and Bucky make some new enemies and some unlikely allies, while traveling to some exciting new places.

Spoilers ahead!

This week’s episode opens with an ad for the “Global Repatriation Council,” an organization dedicated to helping those who returned in the blip to get back into society. That leads into Walker and Hoskins leading a police raid of one of the Flag Smashers’ hideouts.

Walker breaks down a door and questions a man about Karli and the Smashers. The man refuses to give them any information and spits in Walker’s face. Enraged, Walker grabs the man and asks “do you know who I am!?” The man tells him he does and he does not care. On their way out of the safehouse, Hoskins explains to Walker that Karli is giving displaced people shelter and medicine which creates loyalty. He tell him they've tried everything they can and Walker decides to “bet on someone who’s got a better hand.”

We then join Bucky and Sam as they get ready to speak with Zemo. Bucky tells Sam he wants to go in alone because Zemo is not exactly a fan of the Avengers. Sam doesn’t love the idea because of Zemo’s history of manipulating the Winter Soldier. Bucky convinces him though and heads in alone.

Zemo wastes no time reciting the code to activate the Winter Soldier. Bucky keeps his cool though and tells him those days are over. Zemo confidently examines Bucky and tells him “something is still in there.” Bucky gets Zemo’s attention when he tells him someone recreated the super soldier serum. Zemo figures out that Bucky thinks Hydra is involved and tells him he knows where to begin.

We cut to the heroes alone in a dark room with Sam questioning Bucky regarding his idea to break Zemo out of jail. Sam recaps everything Zemo did in Captain America: Civil War while Bucky argues in favor of using him for their mission to stop these new super soldiers. Bucky then starts to walk Sam through a “hypothetical,” which turns out is really Bucky pulling off an Oceans 11-style heist to break Zemo out of jail. Once he’s finished, Zemo enters, much to Sam’s dismay.

After some convincing from Bucky, Sam agrees to work with Zemo on this mission and even hits him with the “where do we start line?” we’ve heard from him before. They arrive in a garage full of classic cars, which Zemo explains are his. He collects some things from a car, including the familiar purple mask he wears in the comics. He tells them their first stop is a woman named Selby. We then see them approaching a private plane. When Sam questions Zemo’s wealth, the villain explains that he is a Baron and his family was royalty until Sokovia was destroyed.

On the plane, Zemo reveals that he has Bucky’s notebook, which does not make Bucky happy. He forcibly takes it back from Zemo and Sam points out that he’s seen it before because it was the book Steve was using to keep his list of things to catch up on after coming out of the ice. They then get into a bit of a debate about Trouble Man, which it turns out Bucky didn’t like all that much. Zemo then goes off about the problem with creating icons of people like Captain America. People eventually forget about their flaws and that’s when innocent people die.

He goes on to explain that they’re going to Madripoor. Sam asks about the country and compares it to Skull Island, the fictional home of King Kong. That comment happening the same week as the release of Godzilla vs. Kong can’t be a coincidence. Bucky explains that Madripoor is an island nation that once served as a pirate sanctuary. Zemo explains that it has kept its lawless ways and that they can’t go in as themselves – Bucky will have to once again become the Winter Soldier.

For the first time in this episode, we join Karli. The leader of the Flag Smashers kneels at the bedside of someone who was clearly very close to her and cries as she passes away.

We then see Sam, Bucky and Zemo arrive in Madripoor. Zemo explains to Sam that he will have to impersonate a man named Conrad Mack, also known as the Smiling Tiger. This is a minor character from the comics who is a crime boss on Madripoor and briefly a member of the Thunderbolts, a team of (sometimes) reformed villains led by Zemo himself.

Another interesting detail from this scene is Zemo’s explanation of Madripoor. He tells Sam and Bucky about High Town and Low Town, and that the former is not a bad place. Low Town on the other hand is not so great. Sam guesses that they don’t have any friends in High Town. The reason that line is interesting is, in the comics, Madripoor briefly serves as the home of the X-Men. We later find out this line alludes to something else but it could also be a subtle nod to the mutants.


The three arrive at a bar in Low Town. Zemo makes is clear that Bucky is the Winter Soldier and patrons of the bar take notice. The bartender recognizes Sam as the Smiling Tiger and asks if he wants his usual. Sam agrees and is forced to drink something that includes in innards of a snake. The bartender is clearly suspicious of Same and the group.

A man approaches Zemo and tells him he’s not welcome here. Zemo explains that he has no business with the Power Broker and uses Bucky as his muscle for intimidation. He tells the man to bring Selby for a chat. Bucky and Sam question Zemo about the Power Broker, and he tells them he knows him only by reputation but he is the “judge, jury and executioner.” As some men approach the group, Zemo commands the Winter Soldier to attask and Bucky leaps into action. As they watch Bucky take out several men with ease, Zemo tells Sam “it didn’t take much for him to fall back into form.” The sound of guns cocking stops the fight and they head in to talk to Selby.

Their meeting with this crime boss is going well, with Zemo learning that the serum is on Madripoor and was created by Dr. Wilfred Nagel. This is another character in the comics, who created the serum that was used on Isaiah Bradley. Things seem to have happened in a different order in the MCU. Their meeting is interrupted though when Sam’s phone rings and Selby makes him answer it on speaker. Sarah called to discuss the boat and Sam plays it off until she says his name. Selby orders her men to kill them but a bullet comes through the window from a mystery shooter and kills Selby.

As the three try to get away, we see the phones of all of the criminals around them as they receive notice of a bounty on their heads. As they try to get away from all of the criminals, several of them are taken out by this mysterious shooter. It is then revealed that the shooter is Sharon Carter, who has been hiding out in Madripoor ever since Captain America: Civil War.

Sharon tells them she has a place in High Town, calling back to that line about not having any friends there. Sharon explains that she has a party for some clients of her new stolen art business, so they need to get changed. As they catch her up on everything, she explains that Nagel works for the Power Broker as the lore of this villain continues to grow. Sam offers to help her clear her name if she helps them find the serum. She reluctantly agrees.

Sharon uses her connections at her party to find out where they can find Nagel. The four of them find his hideout in a shipping yard. Sharon keeps watch while the other three head into this secret base. When they finally find Nagel, they try to intimidate him into talking but he refuses. Sharon tells them they have company and immediately goes to work on taking out several attackers.

Nagel finally begins to explain that he has worked for both Hydra and the CIA on the serum. He got samples of Isaiah’s blood from the CIA and was able to recreate the serum. His plan was to create super soldiers who could blend in, without jacked up bodies or mechanical parts. He was going to perfect the serum but he disappeared in the snap. When he came back the program had been abandoned so he came to Madripoor and worked for the Power Broker. He tells them he made 20 vials of the serum and they were all stolen by Karli and the Smashers. He says Karli reached out to him to see if he could help Donya Madani, a woman with tuberculosis and seemingly the woman we saw Karli with earlier. Nagel says he doesn’t know what happened to Madani.

Zemo kills Madani with a gun he found in the lab and seconds later a goon fires a rocket launcher, blowing up the lab. The four of them survive and barely make it out alive before the equipment in the lab explodes. Zemo is separated from the group and the other three are pinned down by more goons. Zemo dons his mask and takes out the goons, saving the heroes.

Zemo finds a car for them to make their getaway. They say goodbye to Sharon who tells Sam to get her that pardon. We then see Sharon explaining to a mystery woman that they have a big problem before she gets in a car.

We join Karli again as she speaks with another Flag Smasher. They’re casing their next target, a GRC supply depot,  as they discuss what they really wanted out of life. Karli says she always thought she’d be a teacher like “Mama Donya.” Either Madani was Karli’s actual mother or someone she looked up to as one. The other Smasher warns that the Power Broker will come looking for them. Karli says they have the last of the serum and he’ll eventually come begging.

Walker and Hoskins, still a few steps behind, are investigating the prison Zemo broke out from. Walker is suspicious that Sam and Bucky had something to do with his escape. Walker tells his partner they’re just going to run with this theory without actually proving it because if they get the job done they won’t be questioned as to how they did it.

Back on Zemo’s plane, Sam calls Torres for info on Madani. He and Bucky debate what he should have done with the shield, with Sam saying maybe he should have destroyed it. Bucky tells him before this is over he’s going to take the shield for himself, which seems to contradict his attitude from last week’s episode. Sam gets a call back from Torres, who tells him Madani is dead and gives him the location of the body. Zemo changes their course.

We see the Smashers raiding the GRC supply depot, taking all of the supplies and leaving the guards tied up. Karli gets in the car with the Smasher she was speaking with earlier, leaving hers behind. They watch as her car explodes, seemingly killing the guards inside the building. The other Smasher tells her there were still people in there, and Karli says “this is the only language these people understand.” Maybe Karli isn’t so good after all.

Sam, Bucky and Zemo arrive in Riga, where Madani’s body was found. Zemo questions if either of them have bothered to visit the memorial for Sokovia, which they ignore. Bucky lets the other two head inside while he hangs back, saying he just needs to go for a walk. We see him follow a trail of kimoyo beads, picking each one up. It eventually leads him to an alley, where a Dora Milaje sneaks up on him and tell him she is here for Zemo.

Another incredible episode of this action-packed series. The Falcon and the Winter Soldier just continues to deliver everything we want as Marvel fans. And now it appears Wakanda will be involved in future episodes as well. With the lore of the Power Broker growing, the threat of Zemo becoming more and more real, Walker desperately searching for answers and a promise to an old friend on the line, there is a lot going on in this series right now. The second half of this series has a lot of questions to answer.

You can watch The Falcon and the Winter Soldier on Disney+ now.