All the Marvel Movie Characters Showing Up in 'The Falcon and the Winter Soldier'

So… who was that guy again??

falcon winter soldier sharon carter
Marvel Studios

Compared with WandaVision, Disney+'s first Marvel Cinematic Universe series, The Falcon and the Winter Soldier is much more similar, tonally, to the movies in the franchise, especially the ones fashioned after political dramas and spy thrillers. As such, it picks up where a few of them left off reintroducing characters into the story that casual viewers may not remember seeing in the movies, or may remember seeing, but don't remember the names of or their significance. The third episode tosses two more of these players into the mix and might have you feeling disoriented, perhaps as if you were blipped out of existence for five years.

The good news is we've got you covered, here to remind you of any key characters you may have forgotten about. (And if you were toying with the idea of rewatching a few of the movies to refresh your memory, we recommend prioritizing Captain America: The Winter Soldier, Captain America: Civil War, and Black Panther.) We'll update this list if any more show up, so check back here if there are any more Marvel faces you half-recognize.

falcon winter soldier batroc
Marvel Studios


You might have recognized a minor villain in the first episode of the show, during that great opening sequence when Sam Wilson saves a hostage from a bunch of terrorists. That French guy in the purple jacket was Georges Batroc (Georges St-Pierre), a wanted criminal and pirate (and parkour enthusiast) who's been running around with the LAF, a post-Blip criminal organization capitalizing on the world's confused state to make a profit. We first met him in Captain America: The Winter Soldier, when he had an unfortunate encounter with Captain America that ended in him getting captured and sent to S.H.I.E.L.D. for interrogation. (Little did Cap know, Batroc was actually hired by Nick Fury to steal information about Project Insight, the network of eye-in-the-sky Helicarriers HYDRA-controlled S.H.I.E.L.D. almost launched all over the world.) In Episode 5 of Falcon, we learn that he and Sharon Carter (see below) have each other's number and he occasionally works in her employ, delivering weapons to other criminal organizations. 

falcon winter soldier zemo
Marvel Studios

Baron Zemo

Baron Helmut Zemo (Daniel Brühl) was the secret main antagonist of Captain America: Civil War, his finagling amongst the Avengers, particularly messing around with the Winter Soldier, causing the huge split that culminated in that big airport fight. A former member of the Sokovian army, he decided to make the Avengers destroy themselves after their conflict with Ultron wrecked the nation of Sokovia, assassinating the Wakandan king T'Chaka (Black Panther's father) and framing the Winter Soldier. He found out the trigger words that controlled Bucky's mind and used them to make Bucky fight his friends (a scene Episode 3 of this show calls back to the first time Bucky and Zemo see each other in the prison). In the comics, he wears a weird purple hood over his head, something his character never did in the movies but does in the show. His obsession with the super soldier serum that created Cap and the Winter Soldier, as well as his criminal connections and his money (he's a baron! he's rich!) make him an asset when Sam and Bucky come searching for information. His past when it comes to Wakanda, however, attracts the attention of those seeking justice for their fallen king, and in Episode 5 he's delivered back into the hands of the Dora Milaje. 

falcon winter soldier sharon carter
Marvel Studios

Sharon Carter

When Bucky, Sam, and Zemo get John Wick'd in Madripoor and all the hitmen of the city are coming after them, they're saved by a few well-timed sniper shots from Sharon Carter, who has been living in Madripoor ever since she broke the law by helping Captain America and Bucky during Civil War. She was first introduced in Captain America: The Winter Soldier, an agent secretly keeping tabs on Steve Rogers and pretending to be a nurse. Great-niece of Cap's flame Peggy Carter and formerly an agent of S.H.I.E.L.D., she left that organization when it was revealed that it had been subsumed by HYDRA, joining the CIA for a time before going on the run after helping the Avengers. After the Thanos Snap she was blipped, and when she returned she posted up in Madripoor, a fictional Indonesian island nation with laws against extradition, and has been surviving there ever since (and doing pretty well at it, considering how swanky her apartment is). Her new less-than-lawful persona has led some fans to speculate she might be the show's mysterious Power Broker, especially after she was shown calling in a favor for the Flag Smashers in Episode 5 from none other than Batroc. 

falcon winter soldier ayo
Marvel Studios


In the final moments of Episode 3, Bucky comes face-to-face with a woman in Riga, the Latvian city where they're trying to track down the Flag Smashers. With a shaved head and a general demeanor that dares you to look at her the wrong way, the woman, whose name is Ayo (Florence Kasumba), is obviously a member of the Dora Milaje, Black Panther's elite all-female bodyguards and Wakandan special forces. If you remember her, you probably remember her scene-stealing performance in Civil War, when she tells Black Widow to "Move, or you will be moved." In Black Panther, she was second in command under Okoye (Danai Gurira), and was instrumental in the rebellion against Erik Killmonger, and in Avengers: Infinity War she nearly fought off one of Thanos' Black Order lieutenants. Bucky finds her when he spots one of her kimoyo beads, vibranium beads used by Wakandans for communication, medical knowledge, and vehicle control (basically a smartphone, but beads). She tells him she's here for Zemo, and after a few altercations with Bucky, Sam, and John Walker, eventually takes Zemo into custody by the end of Episode 5. 

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Emma Stefansky is a staff entertainment writer at Thrillist. Follow her on Twitter @stefabsky.
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