The Falcon and the Winter Soldier episode 2 recap: the show explodes into life

The Falcon and the Winter Soldier episode 2
Another job for Bucky and Sam in The Falcon and the Winter Soldier episode 2. (Image credit: Marvel/Disney)
About this episode

- Episode 2 (of 6), 'The Star-Spangled Man'
- Written by Michael Kastelein
- Directed by Kari Skogland

Spoilers for The Falcon and the Winter Soldier follow.

After watching ‘The Star-Spangled Man’, the decision to keep the Falcon and the Winter Soldier apart in episode 1 seem even more bizarre. As soon as Sam Wilson and Bucky Barnes get to share a scene, the show sparks into life, quickly establishing the mismatched buddy dynamic the series was sold on. Just because the two were both Steve Rogers’ BFFs doesn’t mean they have to get along, and that bickering tension makes every moment they’re on screen together crackle.

This second episode is also a lot more fun than its predecessor, with a gripping thriller plot and top-level action scenes bolstered by the sort of one-liners and character beats that usually come as standard in the MCU. You knew about the Winter Soldier’s staring problem, right?

The lead duo aren’t the first faces we see, however. Instead the focus is on John Walker, the highly decorated US military officer who’s taken on the Captain America mantle. It turns out that not even carrying the most famous shield in the world is enough to overcome nerves and self-doubt, and this locker room scene (at Walker’s old high school) humanizes a character who could easily be a boring man in a mask. 

Sure, he’s got the combat side of the job nailed – he’s tested “off the charts” in every category – but the PR aspects of the role don’t come quite so naturally. At least he doesn’t puke before he steps out in front of thousands of people in a crowded stadium as part of a national promo tour…

Although Walker’s making a concerted effort to win over hearts and minds, Bucky and Sam aren’t quite so sure about the new Cap. So, with Falcon preparing to ship out to Munich to investigate the Flag Smashers, Bucky turns up to tell him, “You shouldn’t have given up the shield!”

While the two men agree that they never wanted anyone to be the new Steve Rogers, Bucky believes Sam could have done more to stop it – in fact, Bucky feels so strongly about it he’s prepared to keep the argument simmering by accompanying Sam on his trip to Germany.

Once there, they find the Flag Smashers in the sort of abandoned warehouse that criminal gangs traditionally call home, seemingly smuggling weapons and taking hostages.

Despite their differing approaches – Bucky wants to dive in all arms blazing, Sam’s more softly-softly – they’re soon embroiled in the sort of movie-quality action sequence that’s already a trademark of the show. Jumping between trucks travelling down a highway at high speed would be difficult at the best of times, but it becomes even more challenging when the Flag Smashers reveal they have the skill set of a Super-Soldier. And that hostage? Karli Morgenthau is actually the leader of the gang, strong enough to send Bucky flying and destroy Redwing – “I always wanted to do that,” says Bucky.

The group – whose mission involves moving vaccines – quickly overpower the Falcon and the Winter Soldier, but luckily Captain America is on hand to save the day, as John Walker drops in with Lemar Hoskins (aka Battlestar), the friend who gave him a pep talk before his appearance at the football ground. Even their combined strength isn’t enough to defeat eight Flag Smashers, but Cap Mk 2 is still keen to recruit Sam and Bucky. Despite his protestations that he’s not trying to be Steve Rogers, however, the duo remain sceptical, and decline his offer.

The Falcon and the Winter Soldier episode 2

John Walker contemplates his new Captain America gig in The Falcon and the Winter Soldier episode 2. (Image credit: Marvel/Disney)

The Flag Smashers, meanwhile, find refuge with a civilian sympathetic to their growing “Robin Hood” cause. Indeed, after the first episode hinted that the aftermath of the Blip was going to be a key plot point in The Falcon and the Winter Soldier, the follow-up dives into the political implications of a world where billions of people have suddenly reappeared, many of them in need of a home. 

While the Flag Smashers’ perspective that the world was better before the ‘dusted’ were snapped back into existence is extreme, it exists in the sort of ‘shades of gray’ territory that makes for interesting and complex antagonists – whether or not you agree with their goals or methods, you can understand why the Flag Smashers are gathering support.

In fact, this episode is arguably the most politicized thing ever to come out of the MCU, whether it’s the motives of the Flag Smashers, the blatant racism directed at Sam by a Baltimore cop, or Sam shooting down Walker’s assertion that “Violent revolutionaries aren’t good for anybody’s cause” by pointing out that’s “usually said by the people with resources”. 

Marvel Studios should be applauded for making the most of its status as the biggest pop-culture franchise on the planet to draw attention to real-world issues – there’s more to this show than blockbuster entertainment.

The reason for Sam and Bucky’s trip to Baltimore is an old man named Isaiah, who fought against the Winter Soldier (then a HYDRA agent) in the Korean War. Like Steve Rogers, he’s a product of the Super-Soldier program – he still has the strength to embed a tobacco tin in the wall of his house – but the subsequent years have not been so kind. He was locked up for 30 years and subjected to numerous experiments, left behind by the government who created him. Bucky never told Rogers Isaiah was out there, figuring he had been through enough.

The Falcon and the Winter Soldier episode 2

Just because they work together doesn't mean they need to like each other. (Image credit: Marvel/Disney)

There’s little time for Sam to do anything with this information, however, as Bucky is immediately arrested for failing to show up for his regular psychological evaluations. Still, it’s a great excuse to get Sam and Bucky in a room together to air their grievances with unconventional psychiatrist Dr Raynor. Despite the action scenes, the biggest fireworks of the episode come in a memorable scene where Bucky and Sam tell each other what they really think – Bucky, in particular, is struggling to come to terms with the way Sam gave up Cap’s shield. They wind up agreeing to go their separate ways once they’ve sorted the Flag Smashers problem.

It looks like they won’t be working with Captain America v2 and Battlestar to accomplish their goal, however. Despite Walker’s advances and insistence that they’ll be better off joining forces, Sam believes their ability to be a little more flexible about the rules of engagement will work in their favor. “A word of advice, then. Stay the hell out of my way,” says Walker, with the chilling air of a man who’s used to getting what he wants. In his first full episode, Wyatt Russell nails the ambiguity of a guy who wants to be everyone’s best friend, but might just have a more sinister agenda…

And yet the final scenes of the episode suggest they may all have more to worry about than Flag Smashers. The Flag Smashers are so scared of the enigmatic “Power Breaker” that one of their number sacrifices his life to allow his comrades to escape. Meanwhile, Bucky and Sam decide that their best source of Super-Soldier and HYDRA intel is a visit to their old adversary Helmut Zemo, still in prison after the events of Captain America: Civil War. We wouldn’t bet against him being the one who’s pulling all the strings…


The Falcon and the Winter Soldier episode 1

(Image credit: Marvel/Disney)

Get all the intel on what's happened so far with our recap on The Falcon and the Winter Soldier episode 1.

The Falcon and the Winter Soldier episode 2

A vibranium arm comes in very handy for Bucky in The Falcon and the Winter Soldier. (Image credit: Marvel/DIsney)


After a so-so opening episode, this second instalment kicks this Captain America spin-off into spectacular life. The action is blockbuster class, the Flag Smashers’ are turning into memorable antagonists, and there’s a pleasing complexity to the numerous long-running Marvel storylines starting to coalesce – this show is just as packed with Easter eggs as WandaVision.

But the standout scenes of ‘The Star-Spangled Man’ are all human-based. We’re already starting to see cracks in the new Captain America’s patriotic façade – Wyatt Russell has instantly become one of the series' MVPs – but everything plays second fiddle to the guys in the title. Movies and TV have a long history of mismatched duos who bicker their way through a mission. Now they’re working together, Sam Wilson and Bucky Barnes could hold their own with most of them…

The Falcon and the Winter Soldier episode 2

The fireworks don't just come in the action scenes of The Falcon and the Winter Soldier episode 2. (Image credit: Marvel/Disney)

Marvel-ous facts

  • The woman talking with new Captain America John Walker in his old high school football changing room is credited as Olivia Walker (played by Gabrielle Byndloss). She reminisces about sneaking into the locker room before games, so it’s safe to assume they were high-school sweethearts who later married.
  • New Captain America John Walker appears on Good Morning America, a show that airs on ABC – a network which, like Marvel, is part of the Disney empire. Walker is interviewed by real-life presenter Sara Haines.
  • It’s interesting to note that the new Cap says he doesn’t have ‘’super strength” – as far as we know, he’s just a supremely gifted and decorated member of the military promoted to icon status. As far as we know…
  • Sam references the ‘Big Three’ villain-types in the MCU – androids, aliens and wizards. It’s later pointed out, however, that the list doesn’t include Super-Soldiers. And it’s also missing HYDRA, people wearing advanced weaponized armor, and rivals for the throne of Wakanda. Maybe the Falcon needs to go back to the drawing board?
  • When Sam wonders if Bucky’s learned some stealth skills in Wakanda, he asks if he should call him ‘White Panther’ from now on. It’s not random when Bucky corrects him by saying ‘White Wolf’. White Wolf is one of Bucky’s post-Winter Solider aliases in the comics – and it was referenced in Bucky's brief appearance in Black Panther. 
  • When Bucky asks John Walker if he’s ever jumped on top of a grenade, it’s a reference to a scene in Captain America: The First Avenger – the pre-Super-Soldier Steve Rogers jumps on top of a grenade in a training ground exercise.
  • It’s weird seeing the new Captain America using a gun to take down an assailant. Steve Rogers barely picked up a firearm after World War 2, preferring to use his trusty shield instead. 
  • The ‘Serum’ Sam and Bucky believe to be the source of the Flag Smashers’ enhanced abilities is the ‘Super-Soldier Serum’. Created by Dr Abraham Erskine in World War 2, Allied forces used it to give Steve Rogers superhuman attributes. HYDRA also used it to turn Bucky into a Super Soldier, while Bruce Banner was experimenting with the Serum when he accidentally exposed himself to gamma radiation and created the Hulk. It’ll also crop up in an episode of upcoming animated show What If…?, which will imagine what might have happened had Peggy Carter been given the Serum instead of Rogers.
  • At last, a pop culture reference that Bucky can understand – though his knowledge of Gandalf comes from reading The Hobbit on its original 1937 release. Presumably he’s still got The Lord Of The Rings to look forward to…
  • Walker’s partner, Lemar Hoskins (aka Battlestar), has appeared in Marvel's comics. Debuting in 1986, he was one of the Bold Urban Commandos employed by Walker – he used Bucky as an alias before settling on Battlestar.
  • Isaiah, the former US Super-Soldier who fought Bucky in the Korean War, also has comic book history. Making his first appearance in 2003’s ‘Truth: Red, White & Black’, Isaiah Bradley was one of 300 African-American soldiers forced to take part in experiments that attempted to recreate the Super-Soldier Serum. One of the few test subjects to survive, he briefly took on the Captain America mantle.
  • Carl Lumbly (who plays Isaiah) has superhero previous, having taken on the role of M’ymn J’onzz in Supergirl. He was also Dick Hallorann in The Shining sequel Doctor Sleep.
  • The Power Broker who prompts the Flag Smashers to do a runner is set to be a key player in the show. In the comics the Power Breaker (who heads up Power Broker, Inc) hands out superpowers to people in return for a significant percentage of their subsequent earnings. Has he turned up to claim some overdue payments from the Flag Smashers?
  • There’s an intriguing extra twist to the Power Breaker, however… In the comics, he played a big role in John Walker and Battlestar being gifted with augmented powers. Has the US government been doing dodgy deals with this mysterious figure? Is the new Cap more superpowered than we assumed?
  • The Sharon who was branded as an “enemy of the state” for her part in stealing Cap’s shield (in Captain America: Civil War) is presumably Sharon Carter. Great niece of Peggy, she’s former SHIELD Agent 13, who was tasked with masquerading as Steve Rogers’ neighbor in Captain America: The Winter Soldier. Played by Emily VanCamp, she’ll feature in later episodes of The Falcon and the Winter Soldier – you can even see her face in the closing credits.
  • Helmut Zemo, the prisoner who’s about to receive a visit from Sam and Bucky, was the antagonist of Captain America: Civil War. Played by Daniel Brühl, he’s a former Sokovian military officer who turned terrorist to take revenge on the Avengers for their role in the death of his family. Promo art for the series suggests he won’t be incarcerated for long – and that he’ll be wearing his trademark face mask from the comics.
  • The number 2187 is a big deal in Disney circles. Not only is Zemo incarcerated in Zelle 2187, but FN2187 was Finn’s designation before he defected from the First Order in Star Wars: The Force Awakens.
  • What is it about incarcerated Marvel villains playing chess? Magneto famously passed much of his time in prison playing against Professor Xavier, and it looks like Zemo has been taking notes – or watching The Queen's Gambit.
  • There’s a subtle change in the closing credits. Last week Sebastian Stan was listed ahead of co-star Anthony Mackie, this time Mackie takes the lead. Presumably this is a modern-day take on the poster for The Towering Inferno, which famously listed Steve McQueen and Paul Newman’s names on a diagonal line to ensure they shared equal billing.

New episodes of The Falcon and the Winter Soldier are available on Disney Plus every Friday.

Richard Edwards

Richard is a freelance journalist specialising in movies and TV, primarily of the sci-fi and fantasy variety. An early encounter with a certain galaxy far, far away started a lifelong love affair with outer space, and these days Richard's happiest geeking out about Star Wars, Star Trek, Marvel and other long-running pop culture franchises. In a previous life he was editor of legendary sci-fi magazine SFX, where he got to interview many of the biggest names in the business – though he'll always have a soft spot for Jeff Goldblum who (somewhat bizarrely) thought Richard's name was Winter.