The Falcon and the Winter Soldier – S01E04 – The Whole World is Watching [Transcript]

John Walker loses patience with Sam and Bucky as they learn more about Karli Morgenthau.
The Falcon and the Winter Soldier - S01E04 - The Whole World is Watching

Original release date: April 9, 2021

Barnes persuades Ayo to allow him and Wilson to continue to work with Zemo. With Zemo’s help, they track Morgenthau to a memorial service, but are intercepted by Walker and Hoskins. Wilson asks to speak with Morgenthau alone, and attempts to persuade her to change her methods. Walker intervenes before Wilson is successful, leading to a fight. Zemo shoots Morgenthau, forcing her to drop vials of Super Soldier Serum, which he proceeds to smash. Walker stops Zemo and retrieves a single remaining vial, while Morgenthau escapes. Ayo and the Dora Milaje come for Zemo. Walker refuses to hand him over, and they fight, giving Zemo an opportunity to flee. Walker injects himself with the Serum. Morgenthau uses Wilson’s sister to invite him to a meeting and attempts to persuade him to join her cause, but the meeting is interrupted when Walker attacks other members of the Flag Smashers. During the ensuing fight, Morgenthau kills Hoskins. Enraged by his friend’s death, Walker beheads a Flag Smasher with the shield in front of a horrified crowd.

* * *


AYO: (IN ENGLISH) It is time.

You sure about this?

I won’t let you hurt anyone.

(SPEAKING RUSSIAN) Longing… Rusted… Seventeen…

(IN ENGLISH) It’s not gonna work.

(SPEAKING RUSSIAN) Daybreak… Furnace… Nine… Benign… Homecoming… One… Freight Car…


(IN ENGLISH) You are free. You are free.


How could you free him?

We need his help.

With time, will, and the resources, the Winter Soldier programming was removed from you like a rotten fur.

BUCKY: And I’m grateful for that. I’m grateful for everything you and Shuri have done…

Zemo murdered our King T’Chaka at the U.N. The man who chose us. Who chose me to protect him.

I understand.

Very little, if anything, of our loss and our shame.

(SPEAKING WAKANDAN) He’s a means to an end.

Eight hours, White Wolf. Then we come for him.

BUCKY: Well, the Wakandans are here. They want Zemo. Bought us some more time.

SAM: Were you followed?


ZEMO: How can you be so sure?

BUCKY: ‘Cause I know when I’m being followed.

It was sweet of you to defend me at least.

Hey, you shut it. No one’s defending you. You killed Nagel.

ZEMO: Do we really have to litigate what may or may not have happened?

There’s nothing to litigate. You straight shot the man.



Karli bombed a GRC supply depot.

What? What’s the damage?

Eleven injured, three dead. They have a list of demands and are promising more attacks if those demands aren’t met.


ZEMO: She’s getting worse. I have the will to complete this mission. Do the two of you?

She’s just a kid.

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.

You’re talking about our friends.

The Avengers, not the Nazis.

So, Karli is radicalized, but there has to be a peaceful way to stop her.

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.

Maybe you’re wrong, Zemo. The serum never corrupted Steve.

Touché. But there has never been another Steve Rogers, has there?

Well, maybe we should give him to the Wakandans right now.

And you’ll give up your tour guide?


From my understanding, Donya is like a pillar of the community, right? So, when I was a kid, my TT passed away.


Yeah, my TT, yeah.

Who is your TT?

Fine. When I was a kid, my aunt passed away and the entire neighborhood got together for a ceremony. It was like a week long. Maybe they’re doing the same thing for Donya.

BUCKY: Worth a shot.

Your TT would be proud of you. Turkish delight. Irresistible.

REPORTER: (ON PHONE) The depot that was bombed was funded and run by the GRC, the Global Repatriation Council. One of the workers killed was the father of two and had only been on the job for one week. After condemning this latest action by the radical group known as the Flag Smashers, the GRC formally began drafting legislation known as The Patch Act, which would seek to restore traditional border regulations and fast-track the return to normalcy. The act of violence has also brought attention and followers to the Flag Smasher cause. No one can deny the world-wide reach of this group is growing, as is the danger.


Shame what’s become of this place. When I was young, we used to come here for fabulous dinners and parties. I knew nothing of the politics of the time, of course, but I remember it being beautiful.

I’m gonna take a look around upstairs. See what you can find out here. And keep an eye on him.

I’ll stay out of your way.


Hey, kid. Excuse me. You heard of Donya Madani?

Um… No. Sorry, no.

Hey! Donya Madani? Hey, wait. Shit!


Donya? No?

And what’s your favorite color? Yellow? Can you spell it?

Excuse me. Do you know a woman by the name of Donya Madani? She was a refugee here.

We’re not refugees, for we have nothing to seek refuge from. We’re internationally-displaced persons, for what it’s worth, and we don’t trust outsiders.

No, I understand. I’m not from here, but I have a pretty good track record of helping out.

I know what happens when people say they’re going to help out. Nothing.

The Global Repatriation Council promised to send more teachers, supplies. That was six months ago.

What’s your name? I can make a call.

I know who you are. But I can’t trust you. I’m sorry. Let’s go.

(SINGING) ♪ Baa, Baa, black sheep, have you any wool? ♪

♪ Yes, sir, yes, sir, three bags full ♪

♪ One for my master, one for the dame ♪

♪ One for the little girl who lives down the lane ♪

Turkish delight. It was always my son’s favorite. My old friend, Donya, passed away. Did you know her?


I would like to pay my last respects. Do you know where her funeral will be?

It’s starting to feel like a dead end.

The hell is he doing?

ZEMO: Do you see these men there? They’re very bad. Not to be trusted. Donya is our little secret, okay?

GIRL: Those look good. I want one.

Cute kids.


BUCKY: Well, I got nothin’. No one’s talkin’ about Donya.

SAM: Yeah, it’s because Karli is the only one fighting for them.


SAM: And she’s not wrong.

What do you mean?

For five years, people have been welcomed into countries that have kept them out using barbwire. There were houses and jobs. Folks were happy to have people around to help them rebuild. It wasn’t just one community coming together, it was the entire world coming together. And then, boom. Just like that, it goes right back to the way it used to be. To them, at least Karli’s doin’ somethin’.

You really think her ends justify her means? Then, she’s no different than him or anybody else we’ve fought.

She’s different. She’s not motivated by the same things.

That little girl. What’d she tell you?

The funeral is this afternoon.

BUCKY: You know the Dora’s coming for you any minute. In fact, they’re probably lurking outside right now. Keep talking.

Leaving you to turn on me once we get to Karli. Hmm. I prefer to keep my leverage.


You wanna see what someone can do with leverage?

Take it easy. Don’t engage him. He’s just gonna extort you and do that stupid head tilt thing. Let me make a call.

You want some cherry blossom tea?

No, you go ahead.


Well, as nice as it is to hear a friendly voice, I can’t help but feel a favor comin’ on.

SAM: (ON PHONE) We found the camp. But no one here is tellin’ us shit. Zemo found out the funeral’s later today, but he’s holdin’ us hostage with the information.

And that surprises you? So, you don’t wanna go into this blind.

Sharon, listen, I know I owe you already, but we could use a trustworthy set of eyes on the camp. You got any more tricks in your bag?

I may or may not have access to a satellite or two. Let me see what I can do.

Thank you.

Hey, Sam, you gotta play this out. If Karli disappears, we’re not gonna find that serum until it’s too late.

I know.

The Power Broker went apeshit when he heard about Nagel. He wants the serum back. You killed the golden goose. Madripoor’s about to get real nasty.

I’m sorry.

Don’t apologize. Just find Karli.


Do you think I’m makin’ a mistake making more of us?

My grandfather, Lukasz, he was a World War II resistance fighter. He always used to tell me, “If you’re doing somethin’, and it makes you scared, it’s probably because it’s the right thing.” And he fought Nazis, so…

(CHUCKLES SOFTLY) Seems like good advice.

You know, when I was a kid, I was actually a Captain America fan.

I don’t know if I should tease you about that yet or not.

(CHUCKLES SOFTLY) 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.

That shield is a monument to a bygone era. A reminder of all the people history just left out. If anything, that shield should be destroyed. (EXHALES) This serum is how we make change. But first, we pay our respects to Mama Donya.

Karli Morgenthau is too dangerous for you guys to be pulling this shit.

BUCKY: Ah! How’d you find us now?

Come on. You think two Avengers can walk around Latvia without drawing attention?

WALKER: No more keeping us in the dark. You could start by telling us why you broke him out of prison.

He did that himself, technically.

This better be an unbelievable explana…

Hey, take it easy before it gets weird.

I know where Karli is.

Well, where?

SAM: All we know is, it’s a memorial. So, we’re gonna intercept her there.

That means civilians. High risk of casualties.

WALKER: All right, good, we’ll move in fast. Take her by surprise.

No, I wanna talk to her alone. I’m not losing her again.

Look, the person closest to her died, she’s vulnerable. Now is the best time to reason with her.

What? No. Wait, no! No! Stop. Hold on. Stop, okay? I think we’re way past reasoning with her, unless you forgot that she blew up a building with people still in it.

Sam, you walk in there cold, she could kill you.

If I go in hot and the op goes wrong, more people will die.

You’ll let him do this? Are you gonna let your partner walk into a room with a Super Soldier alone?

He’s dealt with worse. And he’s not my partner.

I used to counsel soldiers dealing with trauma, okay? This is in my wheelhouse.

WALKER: I know. And I know those soldiers, which is why I know this is a bad idea.

Wait, John. If he can talk her down, it might be worth a try.

(SCOFFS) We’ll deal with you later.

I’m sure it will all come to an agreeable conclusion. My associate is just up ahead.

ZEMO: Hello, my friend. This is for your family. Can you show us the way?

What the hell?

Karli’s in there.

SAM: All right.


Hey. You got ten minutes.

ZEMO: Really?


Then we’re doing things my way.

ZEMO: Aggressive. But I get it.

KARLI: I don’t remember my mother or my father. Same goes for siblings, grandparents, cousins. What I do remember is bein’ alone. Worse than bein’ hungry or cold or scared. I was alone. Until Mama Donya. Like a lot of you here, Mama Donya saved me. She clothed me, fed me, loved me.

(GASPS SOFTLY) She taught me that we have to do for each other because they won’t. And we know who they are. They imposed 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 nothin’ in common. For we are, after all, simply one world and one people. So live accordingly.


I saw you back there.

I came alone. I just wanna talk.

Bold of you.

I’m sorry for your loss.

Don’t condescend to me. I’m not a child.

I’m not. I know what it’s like to lose someone. Believe me.

No, you don’t. Not like this.

It doesn’t have to be a war, Karli.

They started a war as soon as they kicked us out of our new homes and onto the street. People around the world need me. Millions of them.

Right, I can’t speak for millions, but I understand you. I understand your frustration. I understand your helplessness.

So, you want me to stop because people are gettin’ hurt, right? But, Sam, what if I’m making the world a better place?

No, it’s not a better place if you’re killin’ people. It’s just different.

You’re either brilliant or just hopelessly optimistic.

(SAM CHUCKLES SOFTLY) Well, can’t I be a little bit of both?


WALKER: Uh-uh. No, no, no. This is a bad idea.

It hasn’t been ten minutes, John. Just sit tight.

Don’t do that. Don’t patronize me.

BUCKY: He knows what he’s doing.

I’m goin’ in. 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?

SAM: This guy I know, who knows more about Super Soldiers than anyone else on the planet, he says… you’re a supremacist.



That’s ridiculous. Everything I do is to end supremacy.

 These corporations and the beasts who run them, they’re the supremacists.

So, let me ask you. You have more serum, right?


Are you going to increase your army? You’re killin’ innocent people.

They’re not innocent. They’re roadblocks in my journey and I’d kill them again if I had to.


No, no. I didn’t mean it like that. You tricked me into sounding like…

Like what?

(SIGHS) The people I’m fightin’ are trying to take your home, Sam. Why are you here instead of stopping them?

You know, my sister’s waiting for that exact same answer. I’m not your enemy. I agree with your fight. I just can’t get with the way you’re fightin’ it. And I’m sure she wouldn’t either.

WALKER: Karli Morgenthau, you’re under arrest.

This is what that was?

No, wait…

Tricking me until help came?

We had enough time to talk.

KARLI: Nazi.

Why don’t you…






I lost her.

This place is a maze.




Is this what I think it is?

No, no!


What did we miss?

Did you find the vials?

They’ve been destroyed.

(EXHALES DEEPLY) I waited too long. (GROANS) You know, when we first came together, what were the chances that we’d all be assigned to the same quarter? To find people I would’ve never met, people I would’ve been taught to hate somewhere else? I thought we’d been… Chosen. But now, I just wish there were a dozen more of us to fight.

SUPER SOLDIER: We’re still stronger than they are.

KARLI: We started this together and that’s how it’ll end.

Can’t function with them on our heels. We have to deal with them. Including Sam.


It’s… It’s the Power Broker. “You play revolutionary on borrowed time, little girl. I want the serum back or… I will find you, and I will end you.”

We cannot fight two wars and win.

I’ll deal with the Power Broker when the time comes. And I know how to deal with Sam without a direct fight.

Yeah? How do you propose we do that?

We separate them. And then we kill Captain America.


Were you ever offered it?


The serum.


If you had been, hypothetically, that is, would you have taken it?


No hesitation. That’s impressive. (GRUNTS) Sam, you can’t hold out hope for Karli. No matter what you saw in her, she’s gone. And we cannot allow that she and her acolytes become yet another faction of gods amongst real people. Super Soldiers cannot be allowed to exist.

Isn’t that how gods talk? And if that’s how you feel, what about Bucky? Blood isn’t always the solution.


Something’s not right about Walker.

You don’t say.

BUCKY: Well, I know a crazy when I see one. Because I am crazy.

SAM: Can’t argue with that.

Shouldn’t have given him the shield.

I didn’t give it.

Well, Steve definitely didn’t.

All right. That’s it. Let’s go. I’m now ordering you to turn him over.

SAM: Hey, slow your roll. Shield or no shield, the only thing you’re runnin’ in here is your mouth. Now, I had Karli and you overstepped. He’s actually proven himself useful today. We’ll need all hands on deck for whatever’s comin’ next.

How do you want the rest of this conversation to go, huh? Yeah. (CHUCKLES SOFTLY) Should I put down the shield? Make it fair?



(AYO SPEAKING WAKANDAN) Even if he is a means to your end… Time’s up.

(IN ENGLISH) Release him to us now.

Hi. John Walker. Captain America. Well, let’s, uh, put down the pointy sticks and we can talk this through, huh?

Hey, John, take it easy. You might wanna fight Bucky before you tangle with the Dora Milaje.

They don’t have jurisdiction here…

The Dora Milaje have jurisdiction wherever the Dora Milaje find themselves to be.

Okay. (CHUCKLES) Look, I think we got off on the wrong foot.




We should do something.

Looking strong, John.





Ayo, let’s talk about this.









He is gone. Leave it.

Did you know they could do that?




You all right, man?

They weren’t even Super Soldiers.

Come on.

I can’t believe he pulled an El Chapo.

I can. Come on.

LEMAR: Look, man, the serum and its source are gone. I know it didn’t work out the way you wanted it to, but it ain’t all bad.


WOMAN: John Walker? Uh, would you mind?

Uh, yeah. Hi. Thank you.


Have a good day. (CLEARS THROAT)

How long till that gets really annoying?

(CHUCKLES) You’re mad she didn’t ask for yours.

Oh, it’s her loss. I even got a little Battlestar logo I draw with it.

If you had the chance to take the serum, would you?

Hells, yeah.

You wouldn’t be worried about how it might… How it might change you?

(SIGHS) I mean… Power just makes a person more of themselves, right? Karli Morgenthau. Steve Rogers.

And me?

You already have three Medals of Honor. You consistently make the right decisions in the heat of battle.

Yep. 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 do 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.

But God! Imagine how many lives we could have saved that day if we had that serum.

I know. I know.



KARLI: Hello, is this Sarah?

Yeah. Who’s this?

My name is Karli Morgenthau.

I’ve seen you on the news. You’re the leader of the Flag Smashers, those terrorists. Right?

Revolutionaries, depending on whose side you’re on.

Is there a reason you’re callin’ me?

I’m thinking if I need to kill your brother. I thought I could trust him. I got the impression that he and I had some things in common, but then it turns out he’s working for your new Captain America.

I didn’t choose him.

Who would you have chosen instead?

My world doesn’t matter to America, so why should I care about its mascot?

I like you, Sarah. You remind me of me.

Karli, if you believe one thing, believe this. My brother is not working for that man.

I hope you’re right. I need to meet with Sam. Alone. I’m sending you the coordinates to pass along.

Why me?

He needs to know that I’m serious. And I need to know that he won’t betray my trust again. Otherwise, instead of meeting Sam here,I can always meet with you, and AJ, and little Cass there, maybe out back, by the dock?


SAM: She said what? Right. Hold on, hold on. I know, I know. Listen, pack an overnight bag and take the boys.

What happened?

Karli called Sarah. She threatened my nephews. Okay. Go somewhere safe. Only pay cash. All right? Tell me when you arrive. I know. Look, I love you. I’ll never let anything happen to you and the boys. Okay. Bye. Karli wants to meet. She left a contact number.


She said come alone.

I’m coming with you.

Karli! You called my sister? That’s how we’re gonna play this?

I would never hurt her. I wanted to understand you better. I see you, um, didn’t come alone.

You have to end this now.

I don’t wanna hurt you. You’re a tool in the regimes I want to destroy. You’re not hiding behind a shield. If I were to kill you, it’d be meaningless. I was gonna ask you to join me. Or do the world a favor and let me go.

SHARON: Hello, John Walker.

SHARON: (OVER COMMS) Hey, Sam, new Cap is moving, looks like he’s found them, or maybe they found him.

It’s Walker.


I’ll send you the location. Go!

(SOFTLY) Lemar… Lemar!








DOVICH: Oh, shit.


What’d you do?

They’ve got Lemar.



Stay there.

What’s with all the knives?



You’re welcome.





Hey. Hey. Hey. Lemar. Lemar.


Where is she?

It wasn’t me! It wasn’t me!





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