The Falcon And The Winter Soldier Episode 3 Ending Explained

Contains spoilers for The Falcon and the Winter Soldier episode 3, "Power Broker"

In its first two episodes, The Falcon and the Winter Soldier does an excellent job of introducing its tone and basic story elements — showing viewers what Sam Wilson (Anthony Mackie) and Bucky Barnes (Sebastian Stan) have been up to post-Avengers: Endgame and what kinds of threats the world is facing in this new era, like the Flag Smashers and the new Captain America, the ever-oblivious and mildly arrogant John Walker (Wyatt Russell).

The series' newly released third episode, "Power Broker," adds some new wrinkles to the story so far. Now divided, the teams of Sam and Bucky and John Walker and Lemar "Battlestar" Hoskins (Clé Bennett) are each taking their own path to uncover the mysteries behind the Flag Smashers, with the former duo taking an especially unorthodox approach. Captain America: Civil War villain Helmut Zemo (Daniel Brühl) has joined the fray to help Sam and Bucky track down Flag Smasher leader Karli Morgenthau (Erin Kellyman) and her Super Soldier allies.

Let's take a look at where The Falcon and the Winter Soldier leaves us at the end of its third episode.

Shortly after "Power Broker" opens, with Bucky speaking to Zemo inside his cell, we see just how far Bucky is willing to go to pursue the Flag Smashers and find the Super Soldier Serum: With help from Bucky, the mastermind behind the Avengers' dissolution breaks out of prison much to Sam's surprise and disapproval. Not only that, but we learn quite a bit more about Zemo than we ever had before. Not only does he come from an incredibly wealthy family, but, just like he is in the Marvel comics, he's also a baron, a detail fans have been wondering about since his MCU introduction in 2014. Additionally, fans get the first look at Zemo's famous purple mask when he dons it at the end of the trio's trip to Madripoor — a place that means more than you think. Located in Southeast Asia, Madripoor is a recognizable locale from the pages of Marvel Comics, often associated with the X-Men — namely Wolverine. But there no mutants show up in this episode of The Falcon and The Winter Soldier. 

Zemo, Sam, and Bucky visit the country to get information from Selby (Imelda Corcoran), the owner of the Brass Monkey bar and one of Zemo's contacts. The nation is characterized as a lawless, cutthroat area full of crime, thieves, and otherwise sketchy characters. This is why the trio had to play their parts carefully, with Sam taking on the identity of another character pulled from the pages of Marvel Comics: the famed New Warriors foe Smiling Tiger. Bucky, meanwhile, slips back into his Winter Soldier alias acting as Zemo's mind-controlled muscle. 

Their cover is eventually blown when Sam is forced to take a phone call from his sister Sarah (Adepero Oduye) and put it on speaker so the entire room can hear. Sarah calls him by his real name, prompting Selby to order for his and Bucky's murders. But before her crew can act, someone from outside fires a bullet that kills Selby instead — sending Sam, Bucky, and Zemo on the run through the streets of Madripoor with a bounty on their heads.

Alerted to the price on our heroes' heads, the people of Madripoor are on high alert and waste no time coming after Sam, Bucky, and Zemo. With next to no resources or a concrete escape plan, the trio seems done for, but they're saved in the nick of time by former S.H.I.E.L.D. agent Sharon Carter (Emily VanCamp), who reveals what she's been up to since her last MCU appearance in Captain America: Civil War.

In the 2016 film, she's shown stealing both Sam's Falcon wings and the Captain America shield for Steve Rogers (Chris Evans) from the United States government; they'd been confiscated since the heroes were branded criminals for choosing not to sign the Sokovia Accords. For helping them, Sharon was labeled an enemy of the state and had no choice but to escape the U.S. Her travels led her to Madripoor, where she's built an impressive life for herself within the country's seedy underbelly.

Sharon goes above and beyond to help Sam, Bucky, and Zemo find their next target, the man responsible for creating the new Super Soldier serum, and then helps them stay alive long enough to flee Madripoor. However, rather than join them for the next stop on their quest, Sharon decides to stay put, fearing the consequences of the crimes she committed in Captain America: Civil War. While Sam promised to get her pardoned upon the mission's completion, until it goes through she's still a wanted fugitive. Of course, Sharon Carter has a long history in the comics as an ally of Captain America, Falcon, and the Winter Soldier, not to mention as an agent of S.H.I.E.L.D., so it's pretty unlikely this is the last time we'll see her.

So far, luck hasn't been on Sam and Bucky's side when it comes to finding Karli Morgenthau and the rest of the Flag Smashers. The next best thing would be to find who's responsible for the return of the Super Soldier Serum, something that Zemo manages to uncover during his negotiations with Selby. Before she's killed, she tells them that the person producing it is named Dr. Wilfred Nagel (Olli Haaskivi), a scientist who works for the mysterious Power Broker and has gone to horrendous lengths to replicate the famed Dr. Erskine's formula. Thanks to Sharon's connections in Madripoor's underworld, she discovers his secret lab's location hidden inside a series of shipping containers.

As Dr. Nagel explains to Sam, Bucky, and Zemo after they enter his lab, HYDRA recruited him to revitalize the long-dormant Winter Soldier program. However, his career faced a shift when HYDRA collapsed, and he then went to work with the CIA. During that time, Dr. Nagel used the blood samples of unsung Super Soldier Isaiah Bradley (Carl Lumbly) to successfully recreate and further refine the serum. He faced yet another complication when he disappeared in Thanos' (Josh Brolin) infamous snap, returning five years later to find the CIA no longer had use for his research. Bent on completing his work, Dr. Nagel came to Madripoor — with none other than the Power Broker as his financial backer.

Before Sam and Bucky could get any more information out of Dr. Nagel, Zemo shoots and kills him. (Lots of spontaneous murder in this episode.) Presumably, Dr. Nagel was the only one who knew how to craft the Super Soldier Serum, and had made 20 vials so far. There's good and bad that comes out of Dr. Nagel's death: The good is that he can't make any more Super Soldier Serum, and unless someone else also knows how to create it, Sam, Bucky, and Zemo now have something of an edge in their mission. The bad, of course, is that they won't get any more answers or leads from the scientist, and that will surely create complications that we'll see as the story continues

While our heroes attempt to crack the case of the Super Soldier Serum's reemergence, we learn a bit more about Flag Smashers figurehead Karli Morgenthau. It's revealed that she has a strong connection to someone she refers to as "Mama Donya Madani," who dies toward the end of the episode from tuberculosis. Karli uses this loss to fuel her mission of helping those whose lives have been disrupted and who've been displaced since half the world's population returned from the Blip. It sounds like a noble enough cause, but her methods are questionable at best.

Not only did Karli steal all of the Power Broker's remaining doses of Super Soldier Serum, but she and the Flag Smashers are also now using it to spread chaos wherever they go. For just one example, even after stripping a Global Repatriation Council shelter of its stockpiled resources — resources that Karli and her allies want to redistribute to those who really need them — Karli uses a car bomb to send the building up in flames while the GRC's people are still inside. She claims that doing so is the only way to get those opposed to the Flag Smashers' cause to listen, but even Karli's ally Dovich (Desmond Chiam) is taken aback by this new level of violence.

It's clear that the stress of the Flag Smashers' mission, coupled with the lost of Mama Donya and having the Power Broker hot on her trail, is wearing Karli down. Villains are often easiest to defeat when they're mentally, physically, or emotionally exhausted, and it seems like Karli's heading toward a state of all three. We'll have to see how else her desperation manifests, and what will become of her as she becomes more vulnerable and volatile, in the coming weeks.

Viewers don't see much of John Walker this week, but what they do get is quite revealing. He's first shown infiltrating a suspected Flag Smashers refuge and almost immediately losing his cool on the man who owns the building. Walker attempts to use his status as Captain America to threaten him, going as far as using physical force to interrogate him. And when it doesn't work, Walker fumes. Later on, we see Walker speak with Lemar Hoskins about their plan to stop the anarchist group, mentioning that so long as they get the job done, no one will question their methods.

It doesn't take an extensive knowledge of the world of Marvel to know that an attitude like this is grossly unbefitting of anyone calling themselves Captain America. Even without seeing this exchange, Bucky is well aware of this, and when he, Sam, and Zemo are on the plane leaving Madripoor, Bucky tells Sam he's going to take Steve's shield from Walker once their mission is over. The shield means too much to Bucky to see its importance and the legacy behind it desecrated while it's in Walker's hands. Bucky knows the world needs a new Captain America, but not the one it has right now, and he goes on to imply that he'd take the title if need be.

However, Sam now realizes he regrets giving up the shield and also wants to get it back — to destroy it. Neither of these two agree on what should be done with the shield, but they both know it can't stay in Walker's hands. Of course, if you're looking to the comic books for your answer, you're out of luck: both the Falcon and the Winter Soldier have spent time using the name Captain America and carrying his signature shield. Bucky took the mantle first in 2008's Captain America (vol. 3) #34, while Sam started his stint as Captain America a few years later, in 2014's Captain America (vol 7) # 25.

At this point, it's anybody's guess as to which one of these two will wield the shield by the series' end...if either of them do so at all.

Having evaded the bounty on their heads in Madripoor, Sam, Bucky, and Zemo soon head to Riga, Latvia, to learn more about Karli's connection to the late Donya Madani. The trio arrive there safely, but Bucky can tell that something isn't quite right. He splits off from his allies and begins retracing their steps, discovering tracking fobs that lead into a nearby alley. He reaches the end of the fobs' trail, calling out for their owner to reveal themselves. In a magnificent twist, Dora Milaje member and Black Panther character Ayo (Florence Kasumba) emerges, explaining that she followed them to Riga for Zemo.

The connections between Zemo, Bucky, and the entire nation of Wakanda date back to Captain America: Civil War. Zemo was directly responsible for the death of the Wakandan King T'Chaka (John Kani), making him a target for the then-Prince T'Challa (Chadwick Boseman), who sought revenge. But Zemo pinned the bombing on Bucky, leading him and the Black Panther to clash. Thankfully, by the end of the film, the plot came to light and T'Challa learned of Zemo's treachery. The baron went to jail, and Bucky went to live in Wakanda to begin rehabilitating himself after his time living as the brainwashed Winter Soldier.

It's hard to blame the Wakandan people for wanting Zemo locked up once again. He's a proven threat who assassinated their king, making his freedom no matter of debate for Ayo and the country she serves. It'll be very intriguing to see how Wakanda and its people factor into the next three episodes of The Falcon and the Winter Soldier now that they've made their presence known.