The Falcon and the Winter Soldier Episode 3: Marvel and MCU Easter Eggs Guide

From Baron Zemo to Sharon Carter to much more, The Falcon and the Winter Soldier episode 3 has the most Marvel and MCU Easter eggs so far!

Daniel Bruhl as Baron Helmut Zemo in Marvel's The Falcon and the Winter Soldier Episode 3
Photo: Chuck Zlotnick/Marvel

This article contains The Falcon and the Winter Soldier spoilers and potential spoilers for the wider MCU.

The Falcon and the Winter Soldier episode 3 might end up being remembered as the turning point of the series. A slow burn first episode led to some bigger revelations in the second one, but the third episode of the Marvel series is a bona fide sequel to one of the biggest MCU movies of all time in Captain America: Civil War. With a truly triumphant return for Sharon Carter and the re-introduction of Baron Helmut Zemo in a form that should feel much more recognizable to fans of the comics, there’s plenty of Marvel action to be had in “Power Broker.”

Here’s what we found…

Dr. Wilfred Nagel

Wilfred Nagel was first introduced in Truth: Red, White, and Black, the same story that introduced Isaiah Bradley to Marvel Comics canon. The comics version of Nagel worked on the super soldier project back in World War II. After Professor Abraham Erksine’s death, Nagel was the one in charge of trying to recreate the process. He was the monster who killed hundreds of Black soldiers until succeeding by turning Isaiah Bradley into a super soldier.

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And while Nagel’s comics super soldier program is designed to evoke the horrors of the Tuskegee Experiments, his description of his research in The Falcon and the Winter Soldier sounds more like a different injustice perpetrated on a Black subject: Henrietta Lacks. 

Nagel describes working from “blood samples from a semi-stable test subject.” Henrietta Lacks was a young Black mother treated for cervical cancer in the early 1950s. The cancer proved fatal, but a collection of her cells sent to a tissue lab were remarkably hale, growing in the lab where other tissue samples would die out within 24 hours. The cell line cultivated from that sample would go on to be mass produced and used for a ton of biomedical research, even playing a critical role in the discovery of the polio vaccine. 

Of course, all this was done without hers or her family’s consent. They didn’t even find out the cell line existed until 1975. That has led to a fight by her descendants and medical ethicists to give her the recognition she deserves for the part she’s played in helping human society, a movement that has only really taken off in the last decade.

Captain America: Civil War

Falcon is annoyed that Bucky won’t move his seat up. Their roles were switched during Captain America: Civil War.

Of course, that’s the only reference to Captain America: Civil War this episode. Just kidding!

Baron Zemo

  • This is the first time we see Zemo wearing his trademark purple mask. In the comics, Helmut Zemo was horribly burned by adhesives during a fight with Captain America and would hide his mutilated face with that mask.
  • When Bucky first enters Zemo’s cell, there is a reprise of Henry Jackman’s Captain America: Civil War score. Zemo was the central villain of Cap’s third MCU instalment, and Jackman returned to compose the Falcon and the Winter Soldier score for Marvel.
  • The Russian code words Zemo immediately uses – “longing, rusted, seventeen, daybreak, furnace, nine, benign, homecoming, one, freight car” – no longer activate the Winter Soldier, but Zemo attempts to press Bucky’s psychological buttons throughout the episode in other ways, and also tries to sow doubt in Sam’s mind about just how “healed” Bucky is from his time as HYDRA’s deadly assassin.
  • Zemo reveals he is currently reading the works of influential Italian Renaissance diplomat, philosopher and writer Niccolò Machiavelli. This is spectacularly on the nose, as Zemo is just about the most Machiavellian Marvel Comics villain there is – known to use his powers of deception and treachery to play all sides in almost any equation. 
  • Wait, Marvel just dropped the entire “Zemo is royalty” backstory in there like it was nothing! The Baron has officially joined the MCU – with all that entails.
  • Zemo says that Sokovia has been gobbled up by neighboring states after the Avengers’ battle in Avengers: Age of Ultron left its city in rubble. He rhetorically asks whether Bucky and Sam have been to the memorial, and naturally they haven’t. We’ve seen a glimpse of Helmut standing in front of a memorial statue in trailers for The Falcon and the Winter Soldier, so he may go and pay his own respects at some point.
  • We also see that some time spent in the slammer has done nothing to change Zemo’s mind on the legacy of superheroes and super soldiers. He still believes they must be wiped out, and murders Nagel in a heartbeat when he thinks he has a chance to end the Super Serum line. Make no mistake, Bucky has a target on his back a mile wide where Zemo is concerned, and we don’t think Zemo will hesitate to kill Bucky as soon as the time is right.

Bucky as Captain America

  • This is the first time Bucky has suggested that he wield the shield. Not only has this happened in the comics for a time (with Zemo being part of his downfall), but previous Captain America movies have planted the seeds by regularly having Bucky wield the shield in the heat of battle.
  • So Bucky doesn’t just have a notebook like Steve’s, it IS Steve’s. Wonder if Zemo saw his own name in there?

Sharon Carter

  • The Sharon Carter we catch up with in episode 3 is much, MUCH closer to her Marvel Comics counterpart – in that she’s badass af – but this Sharon is also extremely jaded after going on the run, and is clearly involved in some other murky business that us viewers are being kept in the dark about, for now. We wrote more about how much we love the new Sharon Carter here.
  • This is the first episode of The Falcon and the Winter Soldier written by John Wick franchise creator Derek Kolstad, and Sharon Carter becomes the MCU’s version of Wick. Just when she thought she was out, they pull her back in, and she has the unenviable job of fighting a series of Madripoor’s most eager assassins single handedly. 

The Power Broker

  • In case there’s any doubt who holds a lot of influence in Madripoor’s Low Town, there’s some prominent graffiti that promises “The Power Broker is Watching.”
  • The Power Broker wants that Super Soldier Serum pretty bad, and with Nagel now dead thanks to Zemo, Karli Morgenthau is suddenly holding a lot of bargaining chips.
  • Any guesses on who the Power Broker might be? There are still three blank slots during the end credits. One of them is surely for whoever is playing the Power Broker. Who could the other two be for?

John Walker

We don’t spend a ton of time with John Walker in this episode, but we see the character’s harder edge increasingly creeping through. His “DO YOU KNOW WHO I AM” feels very much like how the character used to behave during his early post-Captain America days as the U.S. Agent in the comics. John has a bit more nuance here on the screen than he did in the comics, but they clearly aren’t going to shy away from this aspect of the character.

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  • Madripoor is one of the most famous fictional locations in all of Marvel Comics history, first appearing back in New Mutants #32 in 1985. It has pretty much always been primarily associated with the X-Men throughout its history (especially Wolverine, who liked to use Madripoor as his favorite personal vacation spot), but plenty of other Marvel heroes have found trouble in Madripoor through the years (including both the Clint Barton and Kate Bishop versions of Hawkeye, so don’t be surprised if we return here during their series). Of course, there are still no firm plans about how mutants will eventually be introduced into the MCU, this would be a fine place to start looking for clues.
  • The monkey sign was probably the entrance to the Brass/Bronze Monkey Saloon, a bar we visited back in the very influential Gruenwald Captain America run. Crossbones took Cap’s kidnapped girlfriend, Diamondback, there as he was running from the hero. 
  • When talking about Madripoor, Falcon compares its ominous description to Skull Island, home to King Kong. Funny to drop that reference on the week of Godzilla vs. Kong‘s release. Unless this is referencing a totally different Skull Island. Did the Red Skull have his own island in the MCU?

The Princess Bar

If you’re looking for any big X-Men mutant clues, you should probably start with The Princess Bar itself, which in the comics is owned by Wolverine. But other than that, we didn’t get much in the way of mutant stuff out of these scenes.

Introduced in Chris Claremont and John Buscema’s story in 1988’s Marvel Comics Presents #1, The Princess Bar is owned by a man named O’Donnell and home to a bunch of Wolverine espionage shenanigans. At some point, Wolverine bought a silent partnership in the bar under his Madripoori alias Patch (Wolverine in a white tux with a patch over one eye, in the worst cover identity since that time Zooey Deschanel got rid of her bangs). These days in the comics it’s owned by Krakoa generally, as Captain Kate Pryde and her crew of Marauders are putting in quite a bit of work in Madripoor.

Snap Wilson

Falcon is annoyed because his Madripoor outfit makes him look like “a pimp.” For a time, Marvel retconned it so that when Steve Rogers met Sam Wilson originally, he was actually a pimp named Snap Wilson. Some time later, Marvel decided that this was in bad taste and undid the retcon. It has since been explained away as Red Skull trying to alter time and space with the Cosmic Cube, as he has been known to do.

Anyway, Sam’s “pimp” outfit is because he’s supposed to be masquerading as…

Smiling Tiger (Conrad Mack)

Smiling Tiger (Conrad Mack) is an archnemesis of the New Warriors who has, for a time, helped run the criminal underworld of Madripoor. Fittingly, while people may see Madripoor as the first step in seeing Wolverine show up in the MCU, Smiling Tiger’s comic incarnation has a noticeable resemblance to the famed X-Men member.

Trouble Man

Sam once again brings up Marvin Gaye’s Trouble Man soundtrack album, which he has been talking about literally from his first minutes onscreen in the MCU. He’s right, by the way, this album rules. Funny enough, this episode airs on April 2, which would have been Marvin’s 82nd birthday. Go listen to this album specifically or Marvin in general in honor of the man.

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Black Panther

Bucky follows a trail of tech breadcrumbs at the end of the episode after previously warning Sam that Wakanda hasn’t forgotten the killing of King T’Chaka during an attack orchestrated by Zemo in Captain America: Civil War. Waiting for him in a quiet side street is Ayo (Florence Kasumba) second-in-command of the Dora Milaje from Black Panther, who is less than happy about Zemo’s freedom. We wrote more about what this is gonna mean for Sam, Bucky, and Zemo here.