'Falcon and Winter Soldier' Episode 3 ends with a huge cameo no one saw coming

The Falcon and Winter Soldier ended its second episode with a promise: Baron Helmut Zemo, played by Daniel Brühl, is ready for his comeback.

Last seen in Captain America: Civil War, Zemo was easily one of the scariest Marvel Cinematic Universe villains to date. Think about his whole MO, summed up in this terrifying quote: “An empire toppled by its enemies can rise again. But one which crumbles from within? That's dead... forever.” It might not be him plotting to snap half of all life out of existence, but Zemo’s attempt to destroy the Avengers from within was a terrifying scheme all the same.

It’s exactly why the ending of Falcon and Winter Soldier Episode 2 was so mystifying. Sam Wilson and Bucky Barnes want to track down the Flag Smashers. They do not trust the government to help them out. They really do not trust the new Captain America, alias John Walker, or even Walker’s partner-in-crime Battlestar. They only trust themselves — and, apparently, Zemo? At least to a degree?

What could Sam and Bucky possibly want from Zemo that they can’t get anywhere else? What has Zemo’s life looked like for the past several years since Black Panther arrested him in Civil War, for that matter — and perhaps as importantly, what did his life look like before we first met him?

Zemo is not the only person from the Civil War era that we’re still wondering about, either … what about Sharon Carter, last seen in that massive Marvel team-up, referenced in Episode 2 as an “enemy of the state” due to her choice to help Steve Rogers?

Good news for all of us asking those questions, then, that Falcon and Winter Soldier Episode 3, ominously titled “Power Broker,” is all about hooking us up with the answers — not just to those questions, but also to one many of us weren’t even asking. That’s right: Zemo and Sharon are far from the biggest Captain America: Civil War threads Falcon and Winter Soldier revisits this week. Like Leia with Luke, “there is another,” one more Civil War reference with huge ramifications for one of the biggest Marvel Cinematic Universe properties of them all.

Here’s the lowdown on Zemo, Sharon Carter, and much more about Sam and Bucky’s latest episode together.

Major spoilers for Falcon and Winter Soldier Episode 3 are ahead.

Falcon and Winter Soldier: Baron Zemo’s fate, revealed

Let’s start with the first big surprise: Baron Zemo is ... not that bad?

Okay, no, he’s bad. He’s definitely bad. Zemo murdered a ton of innocent people in Civil War. He assassinated the King of Wakanda. (More on that very soon, and very shockingly.) There are no two ways about it: Zemo is a man who has done utterly terrible things. As Sam notes, he belongs in jail.

But once Sam and Bucky set Zemo free (and Sam would certainly take issue with being grouped into that prison break party) the Civil War villain immediately proves his worth. Zemo not only gets everyone on a private plane filled with warm champagne (and questionably safe food), he also manages to provide his new compatriots with aliases to infiltrate the criminal underworld of Madripoor, a fictional Marvel island most commonly associated with the X-Men.

(As an Easter egg, by the way, Sam’s Madripoor alias is Conrad Mack, aka “The Smiling Tiger,” an established Marvel Comics character with ties to this sprawling city’s seedy underbelly. Falcon and Winter Soldier is not WandaVision by any means — there’s no Mephisto here — but when it comes to Easter eggs, this show is more than measuring up to its predecessor.)

Faced with multiple opportunities to betray Falcon and the Winter Soldier, the newly freed Baron Zemo instead helps them out at every turn. Well, maybe not every turn; shooing one of their best leads in the head without warning wasn’t super helpful. But other than that! Zemo is proving himself a useful ally in the hunt for the super-soldier serum, with no major problems in sight.

Well, except for one major problem ...

Falcon and Winter Soldier: Ayo of Wakanda Strikes Back

In the final scene of Episode 3, Wakanda warrior Ayo makes a shocking appearance, bringing the world of Black Panther directly into Falcon and Winter Soldier.

Bucky closes the hour face-to-face with Florence Kasumba’s Ayo, who first debuted in the Marvel Cinematic Universe in Captain America: Civil War. A member of the Dora Milaje, Ayo is a prominent part of the extended Black Panther cast in the comics; in the movies, she hasn’t held nearly as prominent a role. Her appearance here at the end of Falcon and Winter Soldier makes it clear that her story is only just getting started.

But why is Ayo here? It’s simple, actually: “I’m here for Zemo.” Just like the rest of us, Ayo walked into Falcon and Winter Soldier Episode 3 with her eye on Baron Zemo — we just didn’t exactly have our eye on her! Funny how that works out. As for why Ayo wants Zemo ... well, the reasons are obvious. He assassinated King T’Chaka in Captain America: Civil War. He still needs to pay for that crime, certainly in the eyes of Wakanda.

Will Bucky stand in the way of Ayo’s vengeance, or will he aid her in her efforts? What’s more, can Bucky convince Ayo that he and Sam need her help? Perhaps Bucky and Ayo can see eye to eye, thanks to the time the Winter Soldier spent in Wakanda. Then again, if a member of the Dora Milaje wants something, good luck changing their mind.

It’s hard to understate just how important this final moment is. It’s our first meaningful look at Wakanda since T’Challa stepped out of the portal at the end of Avengers: Endgame, and our first look at what things might look like for Black Panther 2. In success here on the Disney+ series, Ayo could become an enormous player in the MCU, whether that’s through the developing Black Panther sequel, or by way of the upcoming Wakanda TV show. Either way, for the time being, Ayo’s time on Falcon and Winter Soldier is just getting started. We’re all the better for it.

Falcon and Winter Soldier: Sharon Carter returns

Not to be lost in the action, Emily Van Camp’s Sharon Carter is indeed back in the mix, and she’s very different from when we saw her last.

An enemy of the state after aiding Steve Rogers in Civil War, Sharon now lives and works in Madripoor. She does not have any apparent interest in returning to America; what’s more, she no longer really believes in heroism. She’s embittered after her experiences, not to mention embattled, as seen in a sprawling action scene where Sharon more or less single-handedly takes down a shipyard filled with enemies.

By the end of the episode, Sam and Bucky (and current ally Zemo) leave Madripoor to further their quest in stopping the Flag Smashers and the spread of super-soldier serum. Sharon, meanwhile, stays behind in Madripoor, though she and one of her allies agree that they both have very big problems on their plate now. But even if she’s no longer physically with the team, some of Sharon’s new worldview rubs off on Sam.

“It makes me wonder how many people have to be steamrolled to make way for this hunk of metal,” Sam says, referring to Captain America’s shield. “Maybe I shouldn’t have put it in a museum. Maybe I should have destroyed it.”

Falcon and Winter Soldier Episode 4: what’s next?

Following Episode 3, there are countless plot threads still up in the air.

For one, there’s the super-soldier serum. In their team-up together, Sharon helps Bucky and Sam find a scientist named Wilfred Nagel, a character introduced in the comic book Truth: Red, White and Black by Robert Morales and Kyle Baker. As was the case in that comic, Nagel here is responsible for redeveloping super-soldier serum. Before he dies at Zemo’s hands, Nagel reveals that the serum was derived from Isaiah Bradley’s blood, and that there are 20 vials of the stuff — all in the hands of the Flag Smashers. The mysterious “Power Broker” is going to want that back.

But who is the Power Broker? We still don’t know the secret identity behind the MCU’s newest big bad. We sure have our guesses, and some of those theories advanced over the course of Episode 3 (see: Zemo casually dropping Red Skull’s name at one point), but we’re almost certainly being set up for a major left turn, ala Ayo’s arrival.

Beyond Ayo and her agenda for Zemo, beyond the quest for the super-soldier serum, there’s also the matter of someone else entirely ...

... the MCU’s new Captain America.

After a huge role in Episode 2, John Walker takes a smaller crack at things here in Episode 3, a few steps behind Sam and Bucky every step of the way. His increasing agitation makes it clear that Walker has a long way to go before he’s a friend, not a foe. When Baron Zemo is the one Sam Wilson would rather spend his time with, you know things aren’t good for the new Cap.

If Bucky has his way, however, Walker won’t be the new Cap for long. When Sam muses about destroying the shield, Bucky shoots back some choice words: “The shield represents a lot of things to a lot of people, including me. The world is upside down and we need a new Cap. It ain’t gonna be Walker. Before you destroy it, I’ll take it from him myself.”

In Marvel Comics, Bucky Barnes becomes Captain America for a time immediately following Steve Rogers’ death. (He wasn’t really dead, by the way, but that’s neither here nor there.) Is it possible we will see something similar here? Could Bucky wield the shield for at least a time before Falcon and Winter Soldier closes out for good? Here’s the good news: we’re halfway home, with only three episodes left, so we’re sure to find out soon.

Hmm, only three episodes left ... on second thought, maybe that’s bad news after all.

Falcon and Winter Soldier is streaming now on Disney+.