Holy crap. What did I just watch!? After weeks of teasing and build-up, The Falcon and The Winter Soldier finally did what most of us have been expecting all season. And yet, even though I anticipated the major parts of “The Whole World Is Watching,” that did not take away from my absolute shock at the way that everything played out. But before we talk about those major scenes, let’s take it from the top. “The Whole World Is Watching” picks up right after “Power Broker” from last week, but not before we take a little trip back to Wakanda.

A Means To An End

The episode opens with a flashback to Wakanda, six years ago. A traumatized Bucky Barnes is in the forests of Wakanda with Ayo as she tests his Winter Soldier programming. As Ayo begins sounding off his trigger words, Bucky relives his memories of being The Winter Soldier. He sees Steve, he sees himself killing Maria Stark, but he doesn’t become a killer again. In tears, amazed by the process, Ayo declares that he is free. Giant props to Sebastian Stan in this scene being able to convey so many emotions in one brief scene. I never thought we’d get a Wakanda Bucky scene but this one was amazing.

Back in Riga, Ayo confronts Bucky. “Zemo murdered out King T’Chaka at the U.N. The man who chose us. Who chose me to protect him,” she tells Bucky as she rounds him. And when Bucky tries to say that he understands, Ayo finishes his sentence for him. “Very little, if anything, of our loss and our shame.” Even though Bucky calls Zemo a means to an end, Ayo is not satisfied. She and the Dora Milaje serve the task of protecting their king. Zemo deserves justice. Not justice in a Berlin prison. Justice in Wakanda.

She calls Bucky White Wolf and gives him 8 hours before they come to fetch him themselves.

Back at one of Zemo’s mini-mansions, Bucky delivers the news. This immediately has Zemo on edge. He spends a lot of this episode doing evasive maneuvers and it’s all because he knows exactly what will happen to him in the hands of the Dora Milaje.

The news, meanwhile, has reported on Karli’s attack on the GRC’s depot. 11 people have been injured and 3 are dead. They have their demands and promise more attacks if the demands are met. It’s hard to justify Sam’s argument that Karli is just a kid with that kind of statement and Zemo lays it out for him.

“You’re seeing something in her that isn’t there. You’re clouded by it. She’s a supremacist. The very concept of a Super Soldier will always trouble people. It’s that warped aspiration that led to Nazis, to Ultron, to the Avengers,” he says. “The desire to become a superhuman cannot be separated from supremacist ideals. Anyone with that serum is inherently on that path. She will not stop. She will escalate until you kill her. Or she kills you.”

Although Sam wants to stop Karli, he also wants to help her. And while yes, Zemo admits that Steve Rogers is an outlier, he also points out that there hasn’t been any other Steve Rogers since. And it’s important to note that in the light of the full episode, Zemo is not really wrong. There’s an argument to be made with “What about Bucky,” but Bucky hasn’t exactly been out there saving the world. He spent a lot of his time living as a soldier for Hydra and then being deprogrammed. Look at Karli, look at John Walker. They are escalating.

The Falcon and the Winter Soldier
Credit: Disney+

Karli’s actions have inspired others, but what kind of inspiration is she inciting from people who see the attack as an act of good? It had brought attention to the Flag-Smashers, but it’s not good attention. The GRC is speeding up its work to restore traditional border regulations, trying to get back to normal with The Patch Act. Will that inspire more acts of terrorism from Flag-Smasher supporters?

Turkish Delight

The trio realizes that Donya Madani will likely have a funeral or memorial and Karli would be there. They head to the resettlement camp and start asking questions, but obviously no one wants to talk to them. One of the teachers corrects Sam, telling him they are not refugees, because they have nothing to seek refuge from, instead titled as “internationally-displaced persons.” They don’t trust outsiders, and this is something Zemo knows.

Instead of talking to the wary adults, he drops the world’s creepiest rendition of Baa Baa Black Sheep and walks up to a group of kids offering them candy. Someone needs to teach the kids of Riga, Latvia about not accepting candy from strangers! He offers them Turkish delight, his son’s favorite (I see you, White Witch of Narnia), and easily gets the answers he needs about where to find Donya’s memorial. And to add to that, he warns the children that they shouldn’t trust Bucky and Sam. Planting some early seeds, Zemo.

Back at Zemo’s, Sam notes that Karli might have a point. People were happy to rebuild during the Blip, the world was coming together. He argues that she is motivated by different things and can be redeemed, but is she? It’s hard to look at everything that Karli does in this episode and say the ends justify the means. Her motivation might be something that Sam can understand, but couldn’t we have made the same argument for Zemo? We understand why he doesn’t want more Super-Soldiers. To some effect, he’s not wrong.

With the location of the memorial in hand, Zemo has leverage over being handed over to the Dora Milaje. He holds this over Bucky and Sam, which infuriates Bucky into smashing Zemo’s cup of tea. In the game of understanding Zemo’s manipulations, Bucky is losing, but Sam is winning. He correctly pushes Bucky back, saying, “He’s just going to extort you and do his stupid head tilt thing.” And Zemo immediately un-tilts his head. He’s figuring you out, Zemo!

In Madripoor, Sharon picks up a call from Sam, who asks him to help track them from the skies. She mentions that she might have some access to some satellites while she walks past barricades and armed men. She also says that the Power Broker is pissed that Nagel is dead and things are about to get nasty in Madripoor. Now, if you’ve been following along with our theories and predictions, there’s a strong case for Sharon being the Power Broker or connected to him. From her cryptic final scene in last week’s episode, to her brief appearance this week, something is not quite right. Sharon worked for the CIA, is it possible she’s still in their employ? Is that how she got the tracker on Walker? Is that how she knew about Nagel’s experiments? What is the truth?!

The Whole World Is Watching
Credit: Disney+

The Whole World Is Watching, Karli Morgenthau

At a graveyard, Karli and Nico (Noah Mills) arrive at the gravesite of Nico’s grandfather, Lukasz Kovasesik. This is where they’ve hidden the Super-Soldier Serum, which Karli has come to collect so that she can make more of the Super-Soldiers. The conversation she has with Nico is both enlightening and devastating given Nico’s fate at the end of the episode.

Nico mentions that he was a Captain America fan growing up. “He made me believe that there was decent people in this world. I didn’t think there could be another Captain America until I met you. You know, back then, there was just good and bad. But, the world’s more complicated now. People are lost. They need a leader who looks like them, who understands their pain. Someone who understands that today’s heroes don’t have the luxury of keeping their hands clean. What we’re doing will outlive the legacy of that shield.”

Again, we have this theme of the ends justifying the means. Is he wrong about things changing? No. But heroes should keep their hands clean, the people still look up to the shield and its legacy. Like Bucky said, it means a lot to a lot of people. Including Nico himself at one point in his life.

“That shield is a monument to a bygone era,” Karli says. “A reminder of all the people history just left out. If anything, that shield should be destroyed.” Okay, first of all, I see Karli has been reading Avery and mine’s predictions. I strongly believe that the shield will be destroyed by the end of this season and that Sam will be given a new one from the Wakandans, but who knows after that final scene if a new shield should even be made. Second, Karli is again proving that she has a point. And it’s likely one that Sam would agree with. The shield brings the same conflicted feelings that Sam feels to Karli.

The Whole World Is Watching
Credit: Disney+

One World One People

On the streets of Riga, John Walker has decided to shout their business out on the streets as he finds Zemo, Bucky, and Sam. Seriously, you idiot, there are people literally always recording you. Guess that serum did nothing for his brain, did it? Instead of arresting Zemo immediately, Walker agrees to follow him so that they can be taken to Karli. However, Sam wants to talk to Karli alone. He knows that she’s vulnerable after the loss of Donya Madani and thinks this is the best time to talk.

“Are you going to let him do this? Are you gonna let your partner walk into a room with a Super Soldier alone?” he shoots at Bucky. To which Bucky nearly rolls his eyes and replies, “He’s dealt with worse. And he’s not my partner.” Stay in your lane, Walker.

Even though Walker thinks they’re past reasoning with her, Lemar tempers him. We see this a lot in this episode. Lemar acts as a counterbalance to Walker’s more impulsive instincts. He’s a friend and despite my dislike of pre-serum Walker, I can appreciate that their friendship is genuine. Which is what makes Lemar’s death that much more devastating.

Anyway, the little girl from before leads the gang to the memorial and Walker gives him 10 minutes alone before he goes in after Karli. He also takes this moment to handcuff Zemo. Anyone who ever watched any spy movies or television shows should know how easy it is for someone to get out of handcuffs, but okay.

Inside the memorial, Karli is addressing the group as Sam walks in. She reveals that she was an orphan before being brought in by Donya, who raised her. “She taught me that we have to do for each other because they won’t. And we know who they are. They impose struggle and hardship on us, then labeled us as criminals for pushing back. But the struggle is what brings us all together, people who have nothing in common. For we are, after all, simply one world and one people. So live accordingly.”

Sam comes to Karli after the people leave, and he empathizes with her. Anthony Mackie and Erin Kellyman have great rapport and chemistry in this scene. You can easily see a scenario where Sam mentors Karli. He tells her that he understands her, “I understand your frustration. I understand your helplessness.” And when Karli makes the case that if she can make the world a better place, at the cost of lives, Sam shoots her down. It’s not a better place if people are dying, just a different one. This garners a smile from her. “You’re either brilliant or just hopelessly optimistic.”

The two discuss Zemo’s argument, calling all Super-Soldiers supremacists. And even though Karli balks at the idea, she proves Zemo’s point. When Sam points out that she’s killing innocent people, Karli shoots back, “They’re not innocent. They’re roadblocks in my journey and I’d kill them again if I had to.” Sam catches her in her logic fallacy. But he doesn’t turn on her for it. Yeah, Zemo might have a point, but Sam believes in her. He agrees with her motivations for fighting, just not the way she’s going about it.

But Walker is growing anxious. He’s barely been able to keep himself still, even with Bucky guarding the door to give Sam his 10 minutes. It’s very clear how insecure he is in the face of all of this. He sneers down at Bucky, “This is all really easy for you, isn’t it. All that serum runnin’ through your veins. Barnes your partner needs backup in there. Do you really want his blood on your hands?” But Bucky knows that Sam can handle himself, this line is gut-wrenching when we think about what happens to Walker’s partner at the end of this episode. Does Walker think Lemar’s blood is on his hands?

John Walker
Credit: Disney+

10 minutes or not, Walker busts in and Karli loses the trust she had in Sam. She pushes Walker out of the way easily and makes a run for it. Bucky makes a valiant effort in pursuit but it fails. Instead, it is Zemo who comes across Karli. And Zemo doesn’t hesitate at all. He comes in, guns blazing, shooting Karli and destroying the serum. All but one survives, and as Walker runs in after knocking out Zemo with his shield, he picks it up and saves it for himself.

Dora Milaje Jurisdiction

Back at Zemo’s, Sam is messaging Sharon to keep an eye on Walker, in case he moves on Karli. Zemo is dramatically lying on the couch with a cold compress, drink in hand. He asks Sam if he would have taken the serum and Sam answers no, without hesitation. It is very clear that Zemo is trying to turn Sam against Super-Soldiers, but Sam, as I’ve already stated, isn’t buying it. He makes the argument, “What about Bucky?” And indeed, what about Bucky? Is Zemo saving the best for last? Is he waiting to kill Bucky at the end of all this.

Blood isn’t always the solution for Sam, but it might be for Zemo.

Even though Sam and Bucky aren’t on the best terms, made obvious by Bucky once again saying that Sam gave Walker the shield, it’s clear that Sam is there for him. He’s the one who has been texting Bucky, he’s the one speaking up for him. Sam has his head on straight.

You know who doesn’t? Walker. Who decides to bust into Casa Zemo yelling about arresting Zemo. Sorry, Walker. Get in line. Because as soon as Walker sets down his shield, a spear comes slicing through the air and the Wakandans arrive in force. Dora Milaje!!! It seems like the eight hours are up, and Ayo is here to collect.

Walker tries to put up a front, but in the ensuing debacle with the Dora Milaje, everyone in the room gets their asses handed to them by the Dora. Some highlights of the scene:

  • “The Dora Milaje has jurisdiction wherever the Dora Milaje find themselves to be.”
  • The spear through the shield!
  • The Dora Milaje holding the shield!
  • “We should do something.” “Looking strong, John!”
  • Zemo drinking his drink and slinking out of the room
  • Ayo deactivating Bucky’s arm like it was nothing! And maybe Bucky not even knowing that that was possible.

By the end of the fight, Zemo has made his daring escape down some sewer tunnel, garnering an El Chapo reference from Sam. Walker is stunned, looking upset by the fact that the Dora Milaje just handed him his ass without even trying. “They weren’t even Super Soldiers,” he says dazedly. This reeks of a man who doesn’t like that he just got overpowered by a bunch of black women.

All of this has made Walker think, he asks Lemar if he would take the serum. To which, Lemar responds without hesitation that he would. Walker expresses some doubt, given its negative side effects and Lemar says, “Power just makes a person more of themselves, right?” No, Lemar. No, it really doesn’t work like that at all. But of course, who is listening to me in this scene? No one. What’s important to note again is how much Walker relies on Lemar. Again, he is his counterbalance.

The Whole World Is Watching
Credit: Disney+

When Lemar mentions the medals of honor, Walker is far less enthusiastic about them. “Three badges of excellence to make sure I never forget the worst day of my life. We both know that the things that we had to in Afghanistan to be awarded those medals felt a long way from being right. Being Cap is the first time, I’ve had the chance to do something that actually feels right.” It’s clear by the end of this scene that Walker is set on taking the serum. The serum would have saved lives back in Afghanistan, and it’s going to save lives now.

The Whole World Is Watching, John Walker

With the Power Broker on her heels and these super heroes attacking her, Karli needs to figure out a way to deal with her problems. So she decides to split up the group, protecting Sam from danger and killing this new Captain America. She contacts Sarah and threatens her sons in order to get a meeting with Sam. Gotta say, you’re not doing yourself any favors, Karli.

Sam sends Sarah and the kids into hiding and goes to meet with Karli. The message said to come alone, but Bucky is not leaving Sam’s side. Progress, people, progress! Sam meets with Karli but they barely get to talk before Sharon informs him (again, how did she get a tracker on Walker?) that Walker is closing in on the Super-Soldiers’ location. Bucky makes a run for it, getting momentarily intercepted by Karli — honestly, I’d love to see a fight between these two — as Sam takes to the skies to try and catch up to Lemar and Walker.

The Whole World Is Watching
Credit: Disney+

At the base, Walker and Lemar start scoping out the location. But Lemar is quickly taken and tied up. In hindsight, this is probably so that the Flag-Smashers can minimize casualties and kill John Walker. But they didn’t account for Walker taking the serum. And now that his best friend is missing, Walker is highly motivated to mow through these Flag-Smashers.

Sam comes in and witnesses Walker using his powers, but there’s no time to talk. Sam, Walker, and Bucky start fighting the Super-Soldiers as Lemar escapes out of his bindngs. Love seeing Bucky with a knife again, always enjoy seeing it. But, as Karli closes in on the group, she rushes toward Walker with a knife and is intercepted by Lemar, who is then quickly thrown off and into a pillar. Does the hit actually kill Lemar? Until we get dialogue confirmation I’m going to choose to believe that he might just be grievously injured. Regardless, everyone knows that this is not good and the Flag-Smashers scatter.

Bucky and Sam go after them as Walker approaches Lemar. Trying to wake him, Lemar shows no sign of life. Furious, Walker goes full crazy. He jumps out a window and chases down Nico. Attacking him, demanding to find Karli, he kicks Nico to the ground, and in full view of the public, decapitates Nico with his shield. Yeah, he did that.

As the episode ends, Karli, Sam, and Bucky watch in horror as Walker straps the bloodied shield back onto his arm and looks out at the world, dozens of cameras recording the gruesome act.

Well, I think we all expected something crazy to happen this episode, I didn’t expect for all of it to happen in one episode. I can’t even begin to think about what is in store for next week. All I know is that Malcolm Spellman has been saying that next week’s episode is going to leave us devastated and heartbroken and it’s supposed to be a major episode. Well, if it tops this, I don’t know if my heart can take it.

Watch The Falcon and the Winter Soldier Fridays on Disney+.


  1. “Power just makes a person more of themselves, right?”

    No, that was the truest line in the whole episode! If you have even the slightest violent tendency in you, power will absolutely amplify that. John Walker is a violent person–but he’s been able to suppress that (for the most part). But with the super soldier serum, he can now actually carry out what he wants to do deep down inside.

  2. You do have a point there, Nishi! The serum does amplify who you are. Though I think in the broader sense the idea is that power is a corrupting force, and not everyone is Steve Rogers, in fact, most people aren’t. But you make a good point!

  3. Did anyone read the 80s’ run of Captain America comics these plot elements are based on? John Walker beats a Flag Smasher to death, Lemar is his conscience, a lot of these elements have been cleverly presented on the show but you could see them coming if you’d read these issues.

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