The Falcon and the Winter Soldier – S01E03 – Power Broker [Transcript]

Sam and Bucky go to a criminal safe haven to find information about the Super Soldier serum.
The Falcon and the Winter Soldier - S01E03 - Power Broker

Original release date: April 2, 2021

Barnes orchestrates a prison riot to help Zemo escape, recruiting him in their effort against the Flag Smashers. They travel to Madripoor, a criminal sanctuary city-state in the Indonesian Archipelago, looking for the man who recreated the Super Soldier Serum. Meeting with top criminal Selby, she reveals it was Dr. Wilfred Nagel who was hired by the Power Broker to recreate the serum, but she is forced to be killed when Wilson’s identity is exposed. Sharon Carter saves the three from bounty hunters and brings them to Nagel’s lab, learning from him that he had produced 20 vials of the serum, which Morgenthau stole. Zemo suddenly shoots Nagel dead, and the lab is destroyed, but Zemo steals a getaway vehicle. Carter stays behind, as she is a fugitive of the U.S. While the Flag Smashers raid a storage facility in Lithuania for supplies, Zemo, Barnes, and Wilson head to Latvia in search of Morgenthau. Barnes begins to investigate mysterious beads on the street, only to come face-to-face with Dora Milaje Ayo, who demands Zemo.

* * *

NARRATOR: When half of us came back, it was time to rejoice and reunite. The Global Repatriation Council knows that for many it wasn’t that easy. So much has changed. But we’re here to help you find your way. Helping you back into your homes and jobs. Helping you navigate changes to society, laws, and borders. Helping you get back to the way things were. GRC, the Global Repatriation Council. Reset. Restore. Rebuild.

Let’s move.


Don’t give him a second to delete, shred, or breathe.



Sir, my name is John Walker.

CAFE OWNER: Hey, stop!

(SPEAKING GERMAN) What are you doing?

WALKER: You’re hiding a criminal named Karli Morgenthau. Do you know her?

(CAFE OWNER SPEAKING GERMAN) Leave it. You can’t come in here and destroy my business.

(IN ENGLISH) Lemar, need a translator. Ask him if he knows Karli Morgenthau and the Flag Smashers.

(SPEAKING GERMAN) You heard the names. Where are they?

(CAFE OWNER SPEAKING GERMAN) I have no idea what you’re talking about. You Americans have become brutes.

(IN ENGLISH) He says he doesn’t know.

Bullshit. That’s bullshit. We know she came through here. Now where’d she go?



(LOUDLY) Do you know who I am?

Yes, I do. And I don’t care.

LEMAR: It’s a waste of time, man. We ain’t gonna find ’em.

You heard anything back from anybody at Langley?


Karli must be funneling something from someone I can’t see.

Listen, she’s giving displaced people shelter and medicine.

WALKER: I know.

That kinda thing creates loyalty, man. I know you want this. I get it. But we’ve literally tried everything we can here. So has Langley, and we keep drawin’ blanks.

(SCOFFS) So we bet on someone who’s got a better hand.


He’s just through that corridor.

Give us a sec. I’m gonna go in alone.


You’re an Avenger. You know how he feels about that.

It’s not like you two were known for frolickin’ in the sun together.

He was obsessed with HYDRA. We have a history together. Trust me. I got it.


(SPEAKING GERMAN) Direktor Schlogl 61… 72.



(ZEMO SPEAKING RUSSIAN) Longing Rusted Seventeen

(IN ENGLISH) Those days are over.

I know. I just wanted to see how the new you reacts to the old words. Something is still in there. At least you were not conscious for most of your imprisonment.

That time wasn’t exactly a picnic.

For what it’s worth, I’m sorry. It was never personal. You were simply a means to a necessary end.

Someone recreated the super-soldier serum. I need to find out who.

You are assuming HYDRA has something to do with this, which is why you came to me, which means you are desperate. Luckily for you, I know where to begin.

SAM: What are you talking about? You wanna break Zemo outta jail? Where are we, Buck? Have you lost your mind?

BUCKY: We have no leads, no moves, nothing.

SAM: What we have is one of the most dangerous men in the world behind bars.

BUCKY: We also have eight Super Soldiers that are loose.

SAM: Zemo’s gonna mess with our minds. Especially yours. No offense.

Offense. Super Soldiers go against everything he believes in. He is crazy, but he still has a code.

I’ve been on the wrong side of that code and so have you. He blew up the UN, he killed King T’Chaka and framed you for it. Did you forget that? You think the Wakandans forgot about it? It’s a rhetorical question. They didn’t. I know why this matters to you, but it’s pushing you off the deep end.

We don’t know how they’re gettin’ the serum. We don’t even know how many of them there are. Let me just walk you through a hypothetical. Can I?

What did you do?

I didn’t do anything.

What’s the book you’re reading?


BUCKY: The weakest point in any system isn’t the software, the hardware, it’s the meatware. The human element. Now, in this lockup, it’s nine to one, prisoners to guards. And if two prisoners start fighting, then the protocol says four guards have to respond.

So why would two prisoners randomly start fighting at that moment?

Who knows? There could be many reasons…

[Note on a paper] He will kill you tonight. Kill him first.


But the point is, these things escalate.


Lockdown procedures would have to be initiated, and with all those bodies flying around left and right, wouldn’t be hard to slip down a hallway or two.



(SPEAKING GERMAN) Aufseher Menz.


BUCKY: And if the fire alarm got tripped while the prisoners were being separated…


…someone could use the chaos to their advantage.


I don’t like how casual you’re bein’ about this. This is unnatural. Are you… And where are we, man?


Whoa. Whoa, whoa.

BUCKY: No, listen.

SAM: What are you doin’ here?

BUCKY: I didn’t tell ’cause I knew you wouldn’t let this happen.

SAM: What did you do?

We need him.

You’re going back to prison!

If I may…



When Steve refused to sign the Sokovia Accords, you backed him. You broke the law, and you stuck your neck out for me. I’m asking you to do it again.

I really think I’m invaluable…

Shut up. Okay. If we do this, you don’t make a move without our permission.


Okay, Zemo, where do we start?

SAM: So our first move is grand theft auto?

ZEMO: These are mine. Collected by family over the generations. I spent years hunting people HYDRA recruited to recreate the serum. Because once it’s out there, someone can create an army of people… like the Avengers. I ended the Winter Soldier program once before. I have no intention to leave my work unfinished. To do this, we’ll have to scale a ladder of lowlifes.

Well, join the party. We’ve already started.

First stop is a woman named Selby. Mid-level fence I still have a line on. From there, we climb.

So all this time you’ve been rich?

I’m a Baron, Sam. My family was royalty until your friends destroyed my country.


(OEZNIK SPEAKING) Welcome, gentlemen.






OEZNIK: (IN ENGLISH) Apologies if that’s a little warm, the fridge is out. But I will see if there is some good food in the galley.

(SPEAKING SOKOVIAN) If it doesn’t pass the smell test… give it to them.

(IN ENGLISH) It’s good to have you back, sir.


ZEMO: You don’t know what it’s like to be locked in a cell. Oh. That’s right. You do.

Why don’t you tell us about where we’re going?

I’m sorry. I was just fascinated by this. I don’t know what to call it, but this part seems to be important. Who is Nakajima?

If you touch that again, I’ll kill you.

ZEMO: I’m sorry. I understand that list of names. People you’ve wronged as the Winter Soldier.

Don’t push it.

SAM: I’ve seen that book. It was Steve’s when he came out of the ice. I told him about Trouble Man. He wrote it in that book. Did you hear it? What’d you think?

I like ’40s music, so…

You didn’t like it?

I liked it.

It is a masterpiece, James. Complete. Comprehensive. It captures the African-American experience.

He’s out of line, but he’s right. It’s great. Everybody loves Marvin Gaye.

I like Marvin Gaye.

Steve adored Marvin Gaye.

ZEMO: You must have really looked up to Steve. But I realized something when I met him. The danger with people like him, America’s Super Soldiers, is that we put them on pedestals.

Watch your step, Zemo.

They become symbols. Icons. And then we start to forget about their flaws. From there, cities fly, innocent people die. Movements are formed, wars are fought. You remember that, right? As a young soldier sent to Germany to stop a mad icon. Do we want to live in a world full of people like the Red Skull? That is why we’re going to Madripoor.

What’s up with Madripoor? You talk about it like it’s Skull Island.

BUCKY: It’s an island nation in the Indonesian archipelago. It was a pirate sanctuary back in the 1800s.

It’s kept its lawless ways. But we cannot exactly walk in as ourselves. James, you will have to become someone you claim is gone.



DOVICH: Karli! You better come upstairs. There’s not much time. You should be with her now. She’d want that.


(SNIFFLES) I’m sorry.


We have to fix this. I’m the only one who looks like a pimp. Only an American would assume a fashion-forward Black man looks like a pimp. You look exactly like the man you’re supposed to be playing. The sophisticated, charming African rake named Conrad Mack, aka the Smiling Tiger.

He even has a bad nickname. Hell, he does look like me, though.

You smell this?

SAM: Yeah, what is that? Acid?

ZEMO: Madripoor. No matter what happens, we have to stay in character. Our lives depend on it. There’s no margin for error. High Town’s that way. Not a bad place if you wanna visit, but Low Town’s the other way.

Let me guess. We don’t have any friends in High Town.



ZEMO: Here we are.

(SPEAKING RUSSIAN) Ready to comply… Winter Soldier?

MAN: (IN ENGLISH) Is that the Winter Soldier?

BARTENDER: Hello, gentlemen. Wasn’t expecting you, Smiling Tiger.

His plans changed. We have business to do with Selby.

The usual?


Smiling Tiger, your favorite.

I love these.

Cheers, Conrad.


(GRUNTS) Mmm. Mmm.

I got word from on high. You ain’t welcome here.

I have no business with the Power Broker, but if he insists, he can either come and talk to me…

New haircut?

Or bring Selby for a chat.

A power broker? Really?

Every kingdom needs its king. Let’s just pray we stay under his radar.

Do you know him?

Only by reputation. In Madripoor he is judge, jury, and executioner.

(SPEAKING RUSSIAN) Winter Soldier. Attack.



Didn’t take much for him to fall back into form.


Stay in character or the whole bar turns on us.

(SPEAKING IN RUSSIAN) Well done soldier.

(IN ENGLISH) Selby will see you now.


Thank you.

You good?



SELBY: You should know, Baron. People don’t just come into my bar and make demands.

ZEMO: Not a demand. An offer.

A lot has changed since you were here last. By the way, I thought you were rotting away in a German prison. How did you escape?

People like us always find a way, don’t we? I’m sure you’ve already figured out what I’m here for.

You’re taller than I’d heard, Smiling Tiger.

(PURRS) What’s the offer?

Tell us what you know about the super-soldier serum. And I give you him, along with the code words to control him, of course. He will do anything you want.

Now that’s the Zemo I remember. I’m glad I decided not to kill you immediately. Yeah, you were right to come to me. Arrogant, but right. The super-soldier serum is here in Madripoor. Dr. Wilfred Nagel is the man you wanna thank. Or… condemn, depending on what side of this you’re on. The Power Broker had him working on the serum, but… things didn’t go as planned.

Is Nagel still in Madripoor?

Oh. The bread crumbs you can have for free, but the bakery is gonna cost you, Baron. And before you get all cute, don’t think you can find Nagel without me.


Answer it. On speaker.



Hey, um, we need to talk about this situation. It’s been drivin’ me nuts.

What situation exactly are you talkin’ about?

Are you high? You know what situation, it’s the only situation me and you have.

What situation, Sarah? Say it.

The damn boat. And watch your tone. Okay? I let you slide at the bank.

(SCOFFS) The bank. Yeah. Laundered so much… (CHUCKLES) Yeah, they’ll come around.

SARAH: If that was the case, then why’d they dog you out, Big Time?

Yeah, you damn right I’m Big Time. You’ll see when I have that banker killed.

SARAH: Cass! What’d I tell you about the Cheerios? I don’t have time for this! Sam, I’m sorry. I’ll call you back.

“Sam”? Who’s Sam? Kill them!




SAM: They’re gonna pin this on us.

(SIGHS) We have a real problem now, so leave your weapons and follow my lead.




ZEMO: This is not good.




SAM: Shit!

Come on!

SAM: I can’t run in these heels!



You seem to have a guardian angel.

WOMAN: Well, this is too perfect. Drop it, Zemo.


You cost me everything.

Sharon, wait. Someone recreated the super-soldier serum and Zemo had a lead.

That explains why you guys are here. And Selby’s dead.

So what are you doing here?

I stole Steve’s shield, remember? I also took the wings for your ass, so that you could save him from him. I didn’t have the Avengers to back me up. So I’m off the grid in Madripoor.

Don’t blow smoke. I was on the run, too.

Was. Is. Big difference. I don’t speak to my family anymore. I can’t. My own father doesn’t know where I am.

BUCKY: Listen… Sharon, we need your help.


BUCKY: Please.


This isn’t over. I have a place in High Town. You’ll be safe there for a while.

SAM: Looks like breaking all those laws is treating you well.

I thought if I had to hustle, might as well enjoy the life of a real hustler. You know how much I’ll get for a real Monet?

Deactivate your hustle mode. You sell fake Monets.

No. She means real. This gallery is specialized in stolen artwork. Monet. Van Gogh. Classics.

It’s true. You know, half the artwork in museums like the Louvre is fake. Real stuff sits in places like this.

Okay, guys, I see what you’re doing. You’re more worldly than good old Sam.

Yeah. What’s Google say?

No shit.

SHARON: You guys need to change. I’m hosting clients in an hour.

Much better.

What’s going on, Sharon? You don’t ever wanna come back home?

They’ll lock me up if I step foot back in the States. Madripoor doesn’t allow extradition.

Look, I’m sorry I didn’t call, but after The Blip and the chaos, I just…

Look, you know the whole hero thing is a joke, right? The way you gave up that shield, deep down, you must know it’s all hypocrisy.

He knows. And not so deep down.

By the way, how is the new Cap?

Don’t get me started.

(SCOFFS) Please. You buy into all that stars and stripes bullshit. Before you were his pet psychopath, you were Mr. America! Cap’s best friend.

Wow. She’s kind of awful now.

Karli Morgenthau and at least seven others have taken the serum.

You guys really should steer clear of all of this for your own safety.

We know it’s a risk, but we won’t leave until we find the one who cracked the code.

We got a name. Wilfred Nagel.

SHARON: Nagel works for the Power Broker.

We need your help, Sharon. I can get your name cleared.

You haggling with my life?

Not like that.

I don’t buy that. You pretending like you can clear my name.

Okay, maybe it is hypocrisy. Maybe you’re right. What happened to you. But I’m willing to try if you are. They cleared the bionic staring machine, and he killed almost everybody he’s met.

I heard that.

I don’t trust charity.

All right, a deal then. You help us out, and I get your name cleared.


SHARON: Well, I sell to some pretty connected people. Lay low, blend in, enjoy the party. Try to stay outta trouble. I’ll see what I can find.




Hey, guys. I found him.

Here we go.

SAM: Madripoor could give New York a run for its money.

They know how to party.

With that bounty on your head, the longer you’re in Madripoor, the less likely you’re ever leaving. All right. He’s in there. Container four-two-six-one. I’ll watch while you guys talk to Nagel. But hurry. We’re on borrowed time.


Hey, Sharon. You sure this is the right one? It’s completely empty.

Positive. It has to be.



♪ I’m comin’ home, baby ♪

♪ Come on home ♪

♪ Comin’ home, baby, now ♪

♪ You know I’m waitin’ here for you ♪

♪ I’m comin’ home now, real soon ♪

♪ You’ve been gone ♪

♪ Comin’ home, baby, now ♪

♪ You don’t know what I’m goin’ through ♪

♪ I’m comin’ home, I know I’m overdue ♪

♪ Since you went away ♪

♪ S’pect me any day ♪

♪ How I feel, too ♪

♪ Now real soon ♪

♪ I’m comin’ home ♪

♪ Come on home ♪

♪ Comin’ home, baby, now ♪

♪ You know I’m prayin’ every night ♪

♪ Everything is gonna be fine ♪

♪ Please come home ♪

♪ I’m comin’ home, baby, now ♪

♪ I want to feel you hold me tight ♪

♪ ‘C’pect to see me now, anytime ♪

♪ When I’m in your arms ♪

♪ Arms… ♪


Dr. Nagel?

Who are you? What do you want?

We know you created the super-soldier serum.

Get out of my lab.

SAM: Hey!

You know who he is, right? This is Baron Zemo. I know you’ve heard of him, too, right? You seem like a pretty smart guy. So you better become conversational real quick.

How about a counter proposal? Make me a better offer and I’ll talk.

SHARON: Guys, we have company.


Every bounty hunter in the city is here. We gotta go!





DR. NAGEL: Okay. Okay.


I was brought into HYDRA’s Winter Soldier program to pick up their work after the five failed test subjects in Siberia. When HYDRA fell, I was recruited by the CIA. They had blood samples from an American test subject with semi-stable traces of serum in his system. After much labor, I was able to isolate the necessary compounds in his blood. I was a god. I did what no other scientist since Erskine was able to do. But mine was going to be different. No clunky machines or jacked up bodies. Mine was going to be subtle, optimized, perfect.

How have we never heard about this?

Because… Before I was able to complete my work, I turned to dust. Then when I returned, it was five years later, program had been abandoned, so I came here. The Power Broker was more than happy to fund the recreation of my work.

How many vials did you make?

Twenty. Karli Morgenthau stole those, so… I can only imagine what the Power Broker has planned for that poor girl.

SAM: Where’s Karli now?

DR. NAGEL: I don’t know where she is. But a couple of days ago, she called and asked if I could help someone named Donya Madani. Poor woman has tuberculosis. Typical of overpopulation in displacement camps like that.

SAM: Well, what happened to her?

Not my pig. Not my farm.






Is there any serum in this lab?


Now what?

Guys, we’re seriously outta time here.

SAM: No!

What did you do?






Anybody see Zemo?


BUCKY: Let’s go.

BUCKY: All right! Wait for my signal!


Damn it!

And you like living here?

It’s not terrible.




I thought we were going left?

You went the wrong way!

I was clearing the way!

I came out first. You had to follow me.

And where are we now?

Guys, not the time!

SHARON: I’m out!

BUCKY: This is a barricade.

It’s in every action movie!



Come on. Let’s go.


SAM: Buck!


SAM: Let’s go!

ZEMO: Hello…



You’re going back to jail.

Do you want to find Karli or not?

He’s right. We need him. And there’s two of us, and at least 20 of them.

Fine. But if you try that shit again…

ZEMO: I wouldn’t dream of it.

Well, that was one hell of a reunion.

Come back to the States with us.

I can’t. Just get me that pardon you promised me.

Thanks for everything.

You’re not gonna move your seat up, are you?


We’ve got a big problem. Actually, a couple of them. I’ll tell you in the car. Let’s go.

There’s another entrance around the corner. Have you thought about taking some time to mourn? Look, we don’t have to do this right now.

Yes, we do. Did you ever think you’d end up here, doing this?

I was always scrambling for a way out. Even thought about jumping in with the military, at one point, but, uh… apparently mob security in Madripoor paid better.

I always thought I’d be a teacher. (CHUCKLES) Like Mama Donya. Maybe, like, History or Art or something.


Professor Karli Morgenthau.


Bit of a tough profession in Madripoor?

Never thought I’d end up there, but then when everybody returned, and we got put out on the street, I knew it was the only place that had something that I could use to protect us. Do you remember how scared we were when we took the serum? Felt like my veins were on fire. Prayed it’d kill me. But it was worth it, because this world is ours. Should have been Mama Donya’s. We’ll use all of our strength to give it to the kids in those camps.

You know, the Power Broker is gonna catch up with us eventually, right?

(SIGHS) That’s not a problem. Nagel was killed in Madripoor. We’ve got the last of the serum. The Power Broker is about to come begging.

So we just have the one fight ahead of us then? I’ll take those odds. Maybe you get to be a teacher after all this is over?

Maybe. We’ve got all we need here.

You said that Sam and Bucky were here on the same day this happened?

Correct, do you think they had anything to do with him getting out?

WALKER: Thank you.

LEMAR: What?

(CHUCKLES) So, you seriously think Sam and Bucky would’ve broken Zemo out of prison?

That’s exactly what I think they did. They were desperate for leads like us.

Come on, man. You know we can’t accuse ’em of something without evidence.

Which is why you and I are just gonna run with this one for a minute.

(SCOFFS) Okay, so I take it what happens next isn’t a strictly on-the-books type thing, is it?

Lemar, if we get the job done, you think they’re gonna sweat us on the how?

Donya Madani. She’s a refugee, yeah.

TORRES: Okay, I’m on it.

Okay. Call me if you get a hit.

TORRES: Will do.

Thanks, Torres.


BUCKY: You okay?

Yeah. Just thinking about all the shit Sharon had to go through. And Nagel referring to the American test subject like Isaiah wasn’t even a real person. Just makes me wonder how many people have to get steamrolled to make way for this hunk of metal.

Well, it depends on who you ask. That hunk of metal saved a lot of lives.

Yeah, I get that. All right. Maybe I made a mistake.

BUCKY: You did.

Yeah. Maybe I shouldn’t have put it in a museum. I should have destroyed it.

Look, that shield represents a lotta things to a lotta people, including me. The world is upside down, and we need a new Cap, and it ain’t gonna be Walker. So before you destroy it, I’ll take it from him myself.


Yeah. Yeah. Okay. Thanks. Good work.

They found Madani… Dead. She died in Riga, a city near the Baltic Sea.

I have a place we can go. I, for one, am looking forward to coming face to face with Karli. Oeznik, we’re changing the course.

Hey, Diego! Lennox! Second van.

DIEGO: It’s the motherlode.

WOMAN: Enough for a whole camp.

DIEGO: They’re just sitting on this stuff.

All right. We good?

Filthy Flag Smashers.

KARLI: You had six months’ worth of supplies, just sat there in that building. Don’t you understand? We’re fighting for our lives.

DOVICH: Karli, aren’t you taking your car?


Put your seat belt on. Now!



There were still people in there.

This is the only language these people understand.


ZEMO: I heard what became of Sokovia. Cannibalized by its neighbors before the land was cleared of rubble, erased from the map. I don’t suppose any of you bothered visiting the memorial? Of course not. Why would you? We are here.

I’m gonna go on a walk.

You good?

Yeah. I’ll see you guys in a bit.




You dropped something.

I was wondering when you were gonna show up.

(SPEAKING WAKANDAN) I’m here for Zemo.



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