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Falcon and Winter Soldier episode 3 recap: Zemo joins Cap's boys for neon-soaked adventure

Sam and Bucky get help from the old Avengers enemy as they hunt the Flag Smashers.

Sean Keane Former Senior Writer
Sean knows far too much about Marvel, DC and Star Wars, and poured this knowledge into recaps and explainers on CNET. He also worked on breaking news, with a passion for tech, video game and culture.
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Sean Keane
6 min read
Bucky and Sam

Bucky and Sam make a questionable alliance.

Marvel Studios/Screenshot by Sean Keane/CNET

With a new Captain America firmly established and making trouble, episode 3 of The Falcon and the Winter Soldier, titled Power Broker, landed on Disney Plus Friday. The Marvel Cinematic Universe show drops us into the messy world six months after the sudden return of billions of people in Avengers: Endgame.

Seeking intel on the Super Soldier Serum-empowered antinationalist Flag Smashers, Sam Wilson (Anthony Mackie) and Bucky Barnes (Sebastian Stan) agreed to go meet an imprisoned Helmut Zemo (Daniel Brühl) for intel.

However, they're also at odds with new Captain America John Walker (Wyatt Russell), who was selected by politicians to take up the mantle. That stings especially hard for Sam, who gave up the shield despite being chosen for the role by Steve Rogers.

It's time to hop on the SPOILER train as Sam and Bucky go globetrotting.

Marvel Studios
Ayo in Falcon and Winter Soldier

Ayo, a member of Wakandan special forces, is hunting for Zemo.

The Wakandan Connection

In the episode's final moments, Bucky encounters Ayo (Florence Kasumba) in an alley in Riga, Latvia. A member of the Dora Milaje, Wakanda's all-female special forces group, she was last seen in Avengers: Infinity War and is now tracking Zemo. She's presumably planning to bring him to justice for the bombing death of King T'Chaka in Captain America: Civil War -- an attack orchestrated by Zemo and briefly pinned on Bucky.

Bucky spent time in Wakanda as he had his Winter Soldier programming removed, so he recognizes the African nation's tech. He also got his vibranium arm there.

T'Chaka's son T'Challa, aka Black Panther, stopped Zemo from taking his own life after his plan was revealed and Zemo got thrown in prison. It's unclear if Ayo is acting on her own or was sent by T'Challa, but the presence of a Wakandan character is a reminder that Chadwick Boseman, who played T'Challa, died last summer, aged 43.


Baron Zemo has some sinister moments...

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Baron Zemo

Zemo is super shifty throughout this episode, and at one point sports an extremely villainous-looking purple balaclava to mirror his iconic look from the comics.

The boys last encountered Zemo in Civil War, when he reactivated Bucky's Winter Soldier programming and used him to push the Avengers apart. The former head of a paramilitary group in Sokovia, Zemo lost his family when Ultron attacked his country's capital city. He blamed the Avengers, and became obsessed with destroying the superheroes.

After escaping prison with Bucky's help, Zemo reveals that he's spent years hunting people Hydra recruited to recreate the Super Soldier Serum, lest it be used to create an army of people like the Avengers. 

Turns out he's stupidly rich too, with the Alfred Pennyworth-style butler Oeznik (Nicholas Pryor), a fleet of fancy cars, weapons and a private plane. He's also utterly charming, waxing lyrical about Marvin Gaye's 1972 album Trouble Man when Sam mentions it.

"It is a masterpiece, James. Complete. Comprehensive. It captures the African-American experience," he says, which simultaneously irritates and impresses Sam.

His barony mirrors his title in the comics, in which he's the son of Nazi scientist Heinrich Zemo -- there's been no indication that allegiance is mirrored in the MCU. 

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Crime Island

This episode takes Sam, Bucky and Zemo to Madripoor, a lawless island in the Indonesian archipelago. It's been a fixture in the comics for years, but this is our first time seeing it in the MCU. In this universe, Power Broker -- the mysterious villain hunting the Flag-Smashers -- is in charge of the island.

We're also introduced to Doctor Wilfred Nagel (Olli Haaskivi), a former Hydra scientist who was recruited by the CIA and managed to recreate the Super Soldier Serum from samples of Isaiah Bradley's blood. Unlike the version that turned small Steve Rogers into an Adonis back in World War II, Nagel's version was designed to be subtle -- that's why the Flag Smashers look physically ordinary despite super strength. 

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Nagel reveals that Karli Morgenthau (Erin Kellyman) stole the 20 vials of serum he made for the Power Broker, explaining why the villain is hunting her. 

Nagel's comic counterpart was the scientist responsible for recruiting Black soldiers to be used as guinea pigs as the US tried to recreate the Super Soldier serum -- the experiments resulted that gave Isaiah Bradley his powers.

A real hustler

The boys link up with former SHIELD agent Sharon Carter (Emily VanCamp). Our last encounter with her was in Civil War, when she aided the fugitive Cap, Sam and Bucky before going on the run herself. After this, she was among those killed by Thanos' Snap, so she was gone for five years. Sharon is also the great-niece of SHIELD founder Peggy Carter, who died in Civil War, and both had a bit of romance with Cap in different eras.


Sharon Carter helps our heroes out, but might be up to something.

Marvel Studios

Turns out Sharon didn't get pardoned for helping out Cap and company, so she's set herself up in a sweet apartment and is stealing stolen art in Madripoor. She's done pretty well despite being on the run.

Could Sharon be the Power Broker? The criminal mastermind is referred to as "he" during the episode, but it's possible she's stayed in the shadows. Sam and Bucky could be her best lead for tracking down Karli, and Zemo shoots Nagel before he can react to Sharon's arrival.

It's also possible that she's working with the Flag Smashers -- Karli knows about Nagel's death almost immediately after it happens. 

She also tells her driver they've "got a big problem. Actually, a couple of them" after parting ways with Sam and Bucky. Hmmm Sharon, HMMMMM!

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Angry Cap

"Do you know who I am?!" screams Walker after a Flag Smashers sympathizer refuses to talk.

It seems Americans are earning a reputation as "brutes" among displaced people, likely because the Global Repatriation Council is being harshly bureaucratic in its distribution of resources in the wake of the Blip. Walker doesn't have much patience for diplomacy, but the guy had just spat in his face. I'd be annoyed too.

Walker seems unusually intent on tracking down Karli and company. Could he be trying to get one of those doses of Super Soldier Serum for himself?

Observations and Easter eggs

  • "You're not gonna move your seat up, are you?" Bucky finally gets payback for Sam refusing to give him more legroom in Civil War.
  • The Global Repatriation Council ad is reminiscent of the WandaVision commercials, but this one is juxtaposed with Walker's raid on a suspected Flag Smashers hideout in Munich.
  • "The old words" Zemo utters as Bucky arrives outside his cell were the ones used to activate the Winter Soldier programming in Civil War.
  • Zemo is reading Machiavelli in his cell. The Italian Renaissance philosopher is best known for his 16th century political treatise The Prince and linked to the notion that "the ends justify the means." It's unclear what end Zemo is working to. It's possible he's in league with Sharon though.
  • It turns out Bucky's notebook was previously Steve's, as seen in The Winter Soldier.
  • Conrad Mack, aka the Smiling Tiger and the alias Zemo gets Sam to adopt in Madripoor, is a member of villainous group Folding Circle in the comics. They fought the New Warriors in the '90s.
  • Sam is an absolute champ for knocking back that drink.
  • People recorded Bucky's Winter Soldier routine in the bar. If that's posted online, it might look like he's gone back to his old ways and Walker could use it as an excuse to arrest him.
  • The rollout of the bounty on the three boys, with everyone's phone beeping, is similar to the end of John Wick: Chapter 2 and the third episode of The Mandalorian.
  • The Monet painting Sam checks out in Sharon's gallery is 1875's Woman with a Parasol -- Madame Monet and Her Son, which is in Washington DC's National Gallery of Art in real life.
  • The song Nagel is listening to is 1962's Comin' Home Baby by Mel Tormé.
  • After raiding a Global Repatriation Council depot in Vilnius, Lithuania, Karli ruthlessly blows it (and the people inside) up. Her cause has been easy to sympathize with, but that level of ruthlessness makes it harder.

Join us for more Easter eggs and observations next Friday, when episode 4 of The Falcon and the Winter Soldier hits Disney Plus.