Falcon and Winter Soldier Episode 3: Thunderbolts, X-Men, and Black Panther Ties Explained

The Falcon and The Winter Soldier introduced more characters, had some big X-Men ties as we took our first trip to Madripoor in the MCU, and might even have given us a taste of what a Thunderbolts title might be like. This is your full breakdown of The Falcon and the Winter Soldier Episode 3, so full spoilers are going to be featured from this sentence forward! This show has gotten better each week, in my opinion, and the MCU expansions have been great. Sam and Bucky took their journey to Madripoor and they didn't do it alone, having Helmut Zemo lead the way.

Keep on reading or watch the video above (or on our YouTube channel) for a full breakdown!

First, though, the episode starts with John Walker trying to be Captain America but if you have to ask, "Don't you know who I am?" chances are you're not doing a great job. Sit down, John Walker, let our boys take the lead!

Sam and Bucky paid a visit to Zemo and break him out of jail (where he's been since Captain America: Civil War) because he has plenty of experience with HYDRA, super soldiers, and the programs that make them. They jet to Madripoor -- which Sam says sound "like Skull Island," which is a weirdly timed reference to King Kong's home right when Godzilla vs. Kong hits theaters but nothing more than a coincidence.

the falcon and the winter soldier madripoor 2
(Photo: Marvel Entertainment)

Madripoor is basically a criminal safe haven where people who commit crimes don't get extradited. They go undercover, Sam is dressed as Conrad Mack, aka Smiling Tiger, a character who is part mutant in comics. It looks like he's played by Anthony Mackie in the only photo we see of him -- so, I don't think Conrad Mack is going to be playing a part going forward.

Sam's outfit could also be a nod to Snap Wilson, a version of Sam Wilson from comics who was a hustler that retconned his original story as being a guise under the control of Red Skull. It was racially clumsy and unfairly represented the character this way back in the 70s, so a more recent book sort of retconned the retcon and gave us the Sam Wilson we know in comics and the MCU today.

(Photo: Marvel Studios / Marvel Comics)

The three musketeers meet Selby, who might be the first character previously owned by Fox to make an appearance in the MCU. Selby is a mutant with the ability to control computer code and a leader within the Mutant Liberation Front, which was headquartered in Krokoa in the comics, but in the MCU she's holding up in Madripoor -- or, was.. She's dead now.

If Selby looked familiar, that might be because she was played by Imelda Corcoran, who played Dr. Goodman on Agents of SHIELD. Really, this means the confusion on whether or not Marvel TV is canon… continues.

Couple more X-Men references in Madripoor, we see a sign for the Princess Kitty bar, which is co-owned by Patch -- Patch is the name Wolverine uses when he is hiding out in Madripoor. I'm not saying Wolverine is already out there in the MCU -- I'm just saying this might not be an accident.

The Falcon And The Winter Soldier Episode 3 X-Men Wolverine Connections Madripoor

Sharon Carter is back, she's a bad-ass, and she seems to be running the streets of Madripoor seeing as she has her own driver and can single-handedly destroy an army of henchmen. She's been on the run for stealing Cap's shield and Falcon's suit for them back in Civil War and she's pretty pissed off about getting left behind when everyone went on the run.

Dr. Nagel puts a perfect voice to the face of this character from the comics. There's a bit of a difference from the books -- Dr. Nagel was a part of the Truth: Red, White, and Black comic and worked on the experimental programs that Isaiah Bradley was a part of but this version seems to be a little too young to have been doing all of that for the MCU's Isaiah Bradley who we met in Episode 2 and know went through a similarly sketchy and awful program.

Nagel does mention someone named Madani, I immediately thought of the character from Netflix's Punisher series, but it was not her. I just like The Punisher. Nagel is dead and his work is destroyed, so that won't be a loose end.

zemo character poster
(Photo: Marvel Studios)

Based on how Zemo goes all John Wick mode and just becomes a super fun character to watch, it's fair to hope some Thunderbolts stuff is on the way -- maybe Sharon could even be a part of that group.

Bucky, Sam, and Zemo head to Latvia, where Zemo explains that Sokovia has been overtaken by its neighbors in the aftermath of Avengers: Age of Ultron turning so much of it to rubble -- and Bucky finds Kimoyo beads on the ground. These lead him tio Ayo, who you should remember from Captain America: Civil War and Black Panther, and she wants Zemo because Zemo killed T'Chaka, the king of Wakanda before T'Challa took over.

The Falcon and the Winter Soldier Ayo Black Panther
(Photo: Marvel Studios / Disney+)

Couple of other Easter eggs: Bucky has been holding the notebook Steve used to fill with things he needed to learn about after being unfrozen and the Mervin Gaye conversation on the plane is a direct reference to Steve writing in it with a suggestion from Sam when they first met in Captain America: The Winter Soldier.

What Easter eggs and references did you catch in The Falcon and The Winter Soldier Episode 3? Rate the episode out of 10 in the comment section or send me your thoughts on Instagram!