Spoiler Review - Falcon and Winter Soldier: The Plot Thickens With Surprise Characters In Episode 3

By Richard Nebens Updated:
Battlestar and  Captain America Together Falcon and Winter Soldier

Warning - This article contains major spoilers for "Episode 3" of The Falcon and the Winter Soldier.

We're now halfway through the story in Marvel Studios' The Falcon and the Winter Soldier on Disney+, and things are set to be quite interesting as the second half of the series inches closer. While this particular episode was largely plot-driven, it did an incredible job of advancing the narrative while also leaving plenty of questions that still need answers.

When viewers left off at the end of "Episode 2," Sam and Bucky had reluctantly agreed to work together to figure out the Flag Smashers situation after being at each other's throats since they met up again. Additionally, they made the difficult decision to talk to Daniel Brühl's Helmut Zemo, who was locked in prison after his transgressions in Captain America: Civil War .


Bucky and Zemo
Marvel Studios

While the episode kicked off with U.S. Agent and Battlestar in action, they were side players in terms of the larger story. However, what we did get were some teases of just how dark Wyatt Russell's new Captain America is as the series continues.

For example, those anger management issues Walker talked about in "Episode 2." Let's just say some doubts are arising as to why he was picked to be America's greatest hero in this desperate time. Even his own partner seems to sense that Walker may be traveling down a road on which he can't turn back, which is a fantastic way to introduce a sense of doubt and uneasiness in these "heroes."

As for the show's true leading heroes, this episode found a way to throw everything thought to be known out the window as Sam and Bucky team up with Helmut Zemo in their super-serum mission. It's still evident that Zemo can't be fully trusted, especially with the way he teases both leading men, but his motivations are still a mystery as he agrees to help the duo.

This episode's plot did an exceptional job of tying back to the MCU's past while also teasing some big things coming in its future. The most prominent example of this happening simultaneously was Zemo having Bucky revert to his Winter Soldier days for show while also visiting the classic Marvel Comics city of Madripoor, which had been teased as a part of the show for most of the past year.

While the episode was entitled "Power Broker," no actual Power Broker came into play, even with plenty of teases pointing to the notorious villain's inclusion in the plot. From Selby's storyline (played by Agents of SHIELD alum Imelda Corcoran) to all the action with the Flag Smashers this week, the plot seems to be leading up to something big from the Power Broker at some point in the near future.

As for new characters that did make an appearance, this week brought the introduction for a hardened and battle-tested Sharon Carter as she confronted Bucky and Sam in Madripoor. Even though it was clear that she was on the run after everything that happened with the Sokovia Accords, this episode showed a side to Agent 13 that had never been seen before in the MCU.

Not only is she tougher both physically and mentally, but it's also clear that she's lost faith in everything that she fought so hard for in her first two MCU appearances. It will be interesting to find out how her story continues in this series, especially after she made a deal with Sam to clear her name in exchange for helping them.

The rest of the plot not only sets up some intriguing storylines to keep up with during the second half of this season, but the team has found a way to tell a story that continues the Captain America legacy while also paying tribute to it at the same time. This is shown by the closing part of this episode dealing with Dr. Nagel and the super-soldier serum, giving some serious vibes of everything that happened with Dr. Erskine in 2011's Captain America: The First Avenger . Erskine was even mentioned by name here, confirming that connection.

By the end of the runtime, all hell seems ready to break loose from multiple angles.

Karli Morgenthau experienced a great deal of grief in this episode, leading to her bombing and killing innocent civilians as she works toward her goals by any means necessary. In the grayer area, John Walker appears ready to deal with Sam and Bucky with every bit of force he can muster, especially considering the Zemo situation.

As for Sam and Bucky, it seems like they're finally understanding some of the decisions that they've both made up to this point. Sam is feeling the weight of his decision to give up the shield, even going so far as to say he should've destroyed it, while Bucky actually seems to want to help his colleague find his true place in the hero landscape.

To close, it would be a crime not to mention the surprise appearance by Florence Kasumba as Ayo from Captain America: Civil War and Black Panther ! Closing the episode off with Bucky noticing the Wakandan kimoyo beads was an absolute perfect tease/cliffhanger moment, and this cameo opens up an entire new world of possibilities for where the story can go in the next three weeks.

Will Ayo play a pivotal role alongside Sam and Bucky? How deep is Bucky's connection with Wakanda? Will more of Ayo's colleagues show up later? Does the White Wolf mantle mean more than we thought? So many questions that all come from one five-second cameo!

Safe to say, this episode set up an absolutely wild ride as the first half officially came to a close. With three entries remaining, fans are now waiting to see what becomes of the Captain America legacy with so many parties in such a tense situation.


Zemo and Sam Wilson
Marvel Studios

In such an unexpected performance, special props have to be given to Daniel Brühl as a new version of Baron Helmut Zemo. In his first MCU appearance since 2016's Captain America: Civil War , he shined brilliantly as he showed off a side to the character the MCU has never seen before.

The way he seemed to switch back and forth from creepy villain to hesitant ally was portrayed almost with ease. Teasing Bucky with the old Winter Soldier programming, showing off his life as a wealthy mogul, and continuing to prove how ruthless he is as a person were just a few highlights from his time alongside Sam and Bucky. It also didn't hurt that he found a convenient purple mask, which was used well to bring his classic look from the comics to life.

The best part about Zemo's return is how unclear it is regarding if he is the show's big villain that Sam and Bucky will fight in the end. The Flag Smashers still prove to be a dangerous threat, and John Walker appears to be losing stability by the second as he takes on literally anybody standing in his way.

Zemo will certainly be a key piece of the plot to watch, especially since fans expect him to return to his villainous roots in some form or another very soon. Regardless of when or how this happens, Daniel Brühl's reappearance as Zemo undoubtedly was one of the highlights of this week's episode.


Zemo and Sam Wilson
Marvel Studios

Once again, Marvel Studios did an impeccable job this week with all the behind-the-scenes work that went into making the show's longest episode yet. However, the two standout departments of this entry, in particular, were the costuming and the music.

Sam and Bucky fit so well into the entire scenery of Madripoor, and the plot itself did its job in making their outfits feel like a perfect match for the sort of outlaw home that this city seems to serve as. Additionally, the episode gave Helmut Zemo his comic-accurate appearance for the first time, and the fur coat and purple mask fit in absolutely seamlessly with his journey after escaping from prison.

In the musical department, composer Henry Jackman excels as he continues his work from the last two Captain America movies. Some of his memorable themes from Winter Soldier and Civil War have been teased in the last couple of episodes, particularly during the fight sequences, and it helps keep up the feeling of continuity even with this show not specifically being a part of the past trilogy.

All in all, Marvel Studios is bringing top-notch quality in every aspect of filmmaking for The Falcon and the Winter Soldier.


Zemo, Sam Wilson, Bucky Barnes, Sharon Carter
Marvel Studios

"Episode 3," as mentioned earlier, was a fantastic avenue to pay tribute to the MCU's past while also looking forward to its exciting future.

The returns for both Baron Zemo and Sharon Carter played beautifully from their last appearances in Captain America: Civil War , both of their stories bringing an exciting level of tension for Sam and Bucky to deal with. Even without being mentioned by name, the Accords are still very much in play for Sharon after stealing Cap's shield and Sam's wings, and it makes for an uneasy future for her as she hides out in Madripoor for the time being.

The episode also did a fantastic job paying tribute to the super-soldier legacy that has been built up for years in the MCU while teasing the way it will continue in the last three episodes. The serum will clearly be something to pay attention to as John Walker, Sam Wilson, and Bucky Barnes all keep track of it, and the show seems to be building to Sam eventually taking over the Captain America mantle when he feels it's right to do so.


Bucky Barnes and Sam Wilson
Marvel Studios

The Falcon and the Winter Soldier brought yet another intriguing and exciting episode. This one drove the plot further than either of its predecessors with only four more minutes of action, and it seemed as though the information was coming at warp speed.

Sam and Bucky had to dig deep into their bags of tricks in order to move further along on their mission, even taking a huge risk by bringing Helmut Zemo into play. With U.S. Agent and Battlestar clearly on their tail as well, they will likely be more on the run now than in any other portion of the series.

Clearly, the Ayo reveal is going to have major repercussions for the second half now that the nation of Wakanda could potentially play a role in this series. Even considering that Bucky had a connection with them at the end of Phase 3, this was one of the most unexpected plot twists in any MCU Disney+ episode to date.

This will add yet another wrinkle into this wild series, all while Sam and Bucky continue to build on the Captain America legacy the best that they can. Fans surely have plenty to look forward to with a triple dose of stories remaining in The Falcon and the Winter Soldier .

Release Date
March 19, 2021
- About The Author: Richard Nebens
Richard Nebens joined The Direct in March 2020, now serving as the site's Senior Writer and also working as an assistant editor and content creator. He started his journalism career as a hobby in 2019 and is passionate about sharing news and stories from the entertainment industry, especially comic book movies, comedy, and sci-fi. Richard looks to expand his knowledge about movies and TV every day, and he is eager to stay locked into the latest releases and breaking news at every opportunity.