The Falcon and the Winter Soldier – S01E05 – Truth [Transcript]

Sam Wilson, Bucky Barnes, Baron Zemo, John Walker, and Karli Morgenthau must all deal with the fall out from their actions.
The Falcon and the Winter Soldier - S01E05 - Truth

Original release date: April 16, 2021

Wilson and Barnes track down Walker and demand the shield from him, eventually taking it after a fight in which Walker’s arm is broken and Wilson’s wingsuit destroyed. Barnes finds Zemo in Sokovia and hands him over to the Dora Milaje, while Walker receives a dishonorable discharge and is stripped of his role as Captain America. Later, he is met by Contessa Valentina Allegra de Fontaine. Wilson leaves the damaged wingsuit with Torres and returns to the US to visit Bradley, who reveals more about his past, including his imprisonment after rescuing fellow soldiers who had also been experimented on. Wilson returns home and helps his sister fix the family boat, with assistance from several of their neighbors. Wilson and Barnes, while training with the shield, agree to move on from their pasts and work together. The Flag Smashers plan an attack on the GRC, and are joined by Batroc, who has been released from prison with help from Carter. In a post-credits scene, Walker builds a new shield from scrap metal and his war medals.

* * *


Wasn’t me!




(SOFTLY) You told me.  You didn’t want me to go in. Why didn’t I listen?

You all right, man?

LEMAR: This suit, it comes with expectations, brother.

(YELLS) Why?

Look, John, I know you want this. I get it. You consistently make the right decisions in the heat of battle.

Time to go to work.

(GRUNTS) Time to go to work.

SAM: Walker…

You guys should see a medic, you don’t look so good.

Stop, Walker.

What? You saw what happened. You know what I had to do. I killed him because I had to! He killed Lemar!

He didn’t kill Lemar, John.


Don’t go down that road. Believe me, it doesn’t end well.

I’m not like you.

SAM: Listen, it was the heat of the battle. Okay? If you explain what happened, they may consider your record. We don’t want anyone else to get hurt.

John… You gotta give me the shield, man.

Oh, so that’s what this is. You almost got me.

You made a mistake.

You don’t wanna do this.

Yeah, we do.





Why are you making me do this? (YELLING) Why are you making me do this?



This isn’t you, John.


We could’ve been a team.


I am Captain America!








It’s mine.

It’s over, John.

It’s mine.




SAM: The GRC is conducting raids to try and find Karli, but so far they’ve only found her followers. They’ve searched this camp, and just like the last camp, nothing. She’s gone. We’ll never find her.

TORRES: Hey, you got your sleeve back.

Are you off to take care of Zemo?

TORRES: All right, good to know you survived.


What’s our next steps, Torres?

TORRES: Captain America killing a foreign national in public, it’s kinda like a big deal. Like international incident big. Folks, uh, higher up on the payroll are all over it now. So, unfortunately…

They’re taking jurisdiction.

Yeah. What happened to these?


So is there anything we can do?

Not really. As you can see, they’ve cordoned off the whole camp, and Karli’s a ghost. After what went down, she is laying extra low. Like, under-underground.

And that’s why it makes sense for us to get involved. The longer we let her regroup, the harder it’s gonna be to find her.

She’s got people helping her from all over the world, on all platforms. She’s really, really good at this thing.


TORRES: How’d these break?


Anyway, all we can do now is sit tight and just chill. Sometimes, there’s nothing to do until there’s something to do.

That’s bizarrely wise.


Well, I’m a bizarrely wise man, Sam.

Yeah, all right.


Thanks, Torres.

For sure. Wait, yo, you forgot the wings.

Keep ’em.



MAN: John F. Walker, it is the order of this council that you are no longer to act in any capacity as a representative of the United States government or its military. You are hereby stripped of your title and authority as Captain America, effective immediately.

Senator, uh, permission to present to the council testimony as to the circumstances of the incident.

Circumstances of the incident have been considered. It’s only because of your previous exemplary service to this country that I’m recommending against a court-martial.

(CLEARS THROAT) With all due respect, I don’t think you understand the gravity of the situation fully, thereby, have misunderstood the circumstances…

This is not a negotiation.

I understand that.

This is a mandate.

I’m just asking to be heard.

It is a mandate.

I understand that! I understand that! I lived my life by your mandates! I dedicated my life to your mandates! I only ever did what you asked of me, what you told me to be and trained me to do, and I did it. And I did it well.

You will be given an other than honorable discharge retroactive to the beginning of the month. You will hold no rank in retirement and receive no benefits.

You built me.


Senator, I am Captain America.

Not anymore. And if you continue to demean and denigrate the priorities and dignity of this council, you will spend the rest of your life in the U.S. Disciplinary Barracks. Consider yourself extremely fortunate, Mr. Walker, and return the shield to us with expedience.

They just do not know what it takes to be Captain America, they just don’t. It’s not like I’m just gonna disappear.

Okay, focus. Take things one step at a time. You start by visiting Lemar’s parents. They need to see you. And then, we can build…


Well, these boots are not made for walkin’. Valentina Allegra de Fontaine. Actually, it’s Contessa Valentina Allegra de Fontaine. I know it’s hard, but I don’t like to repeat myself, so you can just call me Val. But don’t call me Val, just keep it in your head. I’m gonna… Look… (CLEARS THROAT) I would have killed the bastard too. Nobody in there is mad at you about that. I mean, you would’ve been doin’ ’em a favor if you’d taken out the whole lot. But these guys in ties, you know, they got a whole thing to protect.

Excuse me. Who are you?

Anyway, you did the right thing taking the serum. Yeah, of course I know about that. And I’ll tell you something. It has made you very, very valuable to certain people. I actually think it was the second best choice you’ve ever made in your life. Oh, you wanna know what the first best choice was? Oh… Tied with marrying this fabulous firecracker sitting right next to me. How’s it going? Picking up the phone when I call you. Oh, by the way, don’t worry about the shield. I know you don’t have it. (WHISPERING) Here’s a little, dirty state secret. It doesn’t really belong to the government. It’s kind of a legal gray area. I’ll be in touch.


WALKER: There’s… There’s nothing on it.

DOVICH: It says here the GRC accused them of harboring and abetting international fugitives, so they raided the place and shut it down.

Mathias. Mama Donya. Nico. I’ve lost count of how many others. How many times do we have to pay with our lives just to be citizens of this goddamn planet! The movement is ready. They’re not going to stop. Not unless we make them. It’s time.



I thought you’d be here sooner. Don’t worry. I’ve decided I’m not going to kill you.

Imagine my relief.


The girl has been radicalized beyond salvation. I warned Sam, but he didn’t listen to me. He’s as stubborn as Steve Rogers before him. But you… They literally programmed you to kill. James, do what needs to be done. Karli has people everywhere, and there’s only one way to make sure she cannot continue her mission.

I appreciate the advice. But we’re gonna do it our own way.

(CHUCKLES SOFTLY) Yeah. I was afraid you would say that.




Ladies… I took the liberty of crossing off my name in your book. I hold no grudges for what you thought you had to do. Goodbye, James.

We will take him to the Raft… Where he will live out his days. It would be prudent to make yourself scarce in Wakanda for the time being, White Wolf.

Fair enough. Hey! I may have another favor to ask of you.


BOY: Come on.

Whoa, whoa, whoa. What you doing, man? Where you goin’?

SAM: I’m goin’ to see your grandfather.

All right, he in the back.


I’ll be back there.


ELI: Check up, man.



That what I think it is? Mmm-mmm. Leave it covered. Them stars and stripes don’t mean nothin’ good to me.

I need to understand.

You understand. Every Black man does. Whether you wanna deny it or not…

Don’t do that bitter, old man thing with me.

If you ain’t bitter, you’re blind.

I don’t get it, okay? What went wrong?

I used to be like you, until I opened my eyes, until I saw men in the Red Tails, the famous 332 fight for this country, only to come home to find crosses burned on their lawn.

I’m from the south. I get that. But you were a Super Soldier like Steve. You could’ve been the next…

The next? What? Huh? Blonde hair, blue eyes, stars and stripes? The entire world’s been chasing that great white hope since he first got dosed with that serum.

Steve did not put you in jail.

ISAIAH: She died while I was in jail. They, uh, never let a single one of her letters get to me. They locked ’em in this box. They told her I was dead. Yeah, and after a while, she was gone, and, uh… (INHALES DEEPLY) Sorry. You wanted to know what went wrong? A handful of us got shot up with different versions of that serum, but they don’t tell us what it is. They tell us it’s tetanus. They sent us on missions, even though the others weren’t stable. Some of us started dying off. Then a couple of the boys get captured on a mission. I heard the brass talkin’ about blowing the POW camp to hell to hide the evidence. But those were my men. My brothers. Not evidence. So I bust out of the facility one night and I brought them boys back. Not that it made a damn bit of difference. It wasn’t long before it was only me left. And what did I get for saving their lives? For the next 30 years, they experimented on me, trying to figure out why the serum worked.

There was a nurse. She took pity on me. Wrote up some fake reports, something. She had me declared dead. That’s who gave me this. My God! (BREATH TREMBLING) Sam, I loved her so much.

Mr. Bradley, um… We gotta do something. We gotta tell somebody.

No. Leave me dead. My name is buried.

But the world’s different now. I know people.

Man, that’s why you’re here? You think things are different? You think times are different? You think I wouldn’t be dead in a day if you brought me out? You wanna believe jail was my fault because you got that white man’s shield. They were worried my story might get out. So, they erased me. My history. But they’ve been doing that for 500 years. (CHUCKLES) Pledge allegiance to that, my brother. They will never let a Black man be Captain America. And even if they did, no self-respecting Black man would ever wanna be.

Sarah, I’m comin’ home.

SAM: Good job, guys. In about 10 years, we’ll have this thing fixed. Would be fun to take the boat out one more time, before we sell it? There’s a great spot in Grand Isle, your grandfather used to take me, catch a lot of fish.

But Mom said we can’t sell it.

SAM: What?

It’s too messed up. Mr. Dinh said he wouldn’t buy it ’cause it cost more to fix.

And then he said something else in Vietnamese.


SAM: Why didn’t you say somethin’?

I didn’t wanna tell you last night when you were lookin’ all sad puppy dog in the rain.

It was a rough day.

You mean with Isaiah Bradley?

And what they did to him.

You wanna talk about it?

No. I’m trying to figure out what it all means.

SARAH: Okay, well, I’m here. (SIGHS) But as far as the boat is concerned, bottom line is, Mr. Dinh backed out. I don’t know what to do. Parts alone on that thing are gonna eat up most of what we get back.

Listen to me. Don’t worry. I’m gonna fix the boat.

(CHUCKLES) Aren’t you supposed to be off saving the world? Why are you back here bothering me?

‘Cause my family’s well-being is a part of the world.

(SMACKS LIPS) So you’re waiting for a lead?

And the government stepped in and took control and kind of benched us. (CHUCKLES)

SARAH: Oh! Hey, guys. Please make sure Bennett and Elling each get one. Okay?

BOY 1: Okay.

All right. Bye.

BOY 1: Bye.

Have a good day at school, guys.

BOY 1: Okay.

Bennett and Elling’s dad cannot get up before noon. Kids keep showing up hungry, but are too proud to ask for any help.

And you’re like Mom, feeding every kid in the neighborhood. (CHUCKLES) How many people still owe Mom and Dad something?

All of them. All that’s left, for sure.

Hmm… It might be time to call in a few of those favors. I’m gonna fix this damn boat.

Hey, it’s Sam Wilson.

WOMAN 1: Hi, Sam.

SAM: Yeah. Paul’s youngest boy from up the street.

WOMAN 1: How’s your sister?

SAM: Hey, Miss Paddy. You remember my mom and dad?

MS. PADDY: Yes, I remember.

MAN: Hey, Mr. Falcon. What’s happenin’ with you, boy?

SAM: I’m back in town, that’s why I’m calling.

MAN: What you need?

Mr. Thurow.


SAM: Any chance I can ask a favor?

WOMAN 2: Anything for the Wilson family.

SAM: Appreciate it.

WOMAN 2: We’ll be there if you need us.


CARLOS: I don’t know how we’re gonna get it out. We need some more guys for this.

Tommy, Carlos, man, this is amazing.


Thanks so much, man.


Thank y’all.

Hey, look, word goes out the Wilson family needs help?

MAN: Yes, sir.

We still got a bit of usefulness in us.

How do we get it off the truck?


MAN: Oh!

You’re welcome. Just dropping this off. You can sign for it and I’ll go. I called in a favor from the Wakandans.






Hold on, hold on. You gotta go up.


Why didn’t you use the metal arm?

Well… I don’t always think of it immediately. I’m right-handed.


So, this is the boat, huh?

This is it.

It’s nice. You want any help?



I’m Bucky.

Ah. Sarah.





Think Karli’s gonna throw in the towel?

I think she’s gonna double down.

Any idea how to stop her?

I got Joaquin working on something.

Well, Zemo says there’s only one way.

Well… (GRUNTS)


Gotta catch my flight tomorrow. Get a hotel room for the night. Crash, you know?

You’re just gonna set me up like that, huh?

I don’t wanna make it weird for your family.

Just stay here. The people in this town are the most welcoming people in the world. They don’t care if you wear small T-shirts or if you have six toes or if your mom’s your aunt.

(CHUCKLES) Okay, I get it. I mean, you know, the people are nice.

(LAUGHS) But don’t flirt with my sister.


‘Cause if you do, I’ll have Carlos cut you up, feed you to fish.


LEMAR’S MOTHER: And then what?

After I saw what happened to Lemar, I went after him.

And, um, that guy… He’s the one that killed our boy?

Yes. I would never let the person who did that get away. And I hope you can find some measure of peace in that.

I took that. When we got back from our first tour. There was nobody like him.

(SOBBING) Lemar knew the risk. After everything you boys have been through together, I know he’s restin’ easier knowin’ that the man who’s responsible got his justice. He was so proud of you when they made you Captain America. And he would tell me every day, what an honor it was to be your partner. It meant the world to him. (SNIFFLES)

And for me too. I’m sorry. If you ever need me, I’m always here for you. Okay.


SHARON: I have a job for you.


(IN ENGLISH) Please. If it weren’t for me, you’d be rotting in that Algerian prison.



(IN ENGLISH) Finished?


(IN ENGLISH) I can give you double this time. I promise you won’t regret saying yes. So what’s it gonna be?



BOY 1: Put it back.

Hurry, hurry!


Push the stopper.

Oh, in there.



Hey. Start loosening those bolts.

Got it.

SAM: Okay, so…

SARAH: Excuse me. No!

There should be a three-sixteenths bolt that goes in the big gear.


SARAH: Uh-huh. No. No.

You didn’t even look.

I didn’t have to.

Hi, Sarah.

SARAH: I told you specifically that the water pump was not the problem, and yet, here you are.

Yep, Samuel.

In our defense, we were supposed to be done long before you woke up.

SARAH: I don’t come up to the sky to tell you how to barrel roll, so don’t come down here and mess around with things you don’t understand.

Wow. Wow.

SARAH: Bye. Off. Thank you, gentlemen. Appreciate you. I love you, bro.

SAM: She’s a very mean person.

BUCKY: It’s tough love.

SAM: No. If you did what I told you to do, we would have been done before any of this took place.

BUCKY: There is no such thing.

SAM: There’s a prowess that goes into my madness.

Feels weird… Picking it up again. The legacy of that shield is complicated, to say the least.

When Steve told me what he was planning, I don’t think we understood what it felt like for a Black man to be handed the shield. How could we? I owe you an apology. I’m sorry.

Thank you.

Whatever happened with Walker, it wasn’t your fault. I get it. It’s just, that shield’s the closest thing I’ve got left to a family, so when you retired it, it made me feel like I had nothing left. Made me question everything. You, Steve, me. You know, I’ve got his, uh… I’ve got his book. And, uh… I just figured if it worked for him, then it’d work for me.

SAM: I understand, man. But Steve is gone.


And this might be a surprise, but it doesn’t matter what Steve thought. You gotta stop looking to other people to tell you who you are. Let me ask you. You still having those nightmares?

All the time. It means I remember. It means a part of me is still there. Which means a part of the Winter Soldier’s still in me.

You up for a little tough love? You want to climb out of the hell you’re in, do the work. Do it.

I’ve been making amends.

Nah. You weren’t amending, you were avenging. You were stopping all the wrongdoers you enabled as the Winter Soldier, because you thought it would bring you closure. You go to these people and say “sorry,” because you think it’ll make you feel better, right? But you gotta make them feel better. You gotta go to them and be of service. I’m sure there’s at least one person in that book who needs closure about something, and you’re the only one who can give it to ’em.

Probably a dozen.

That’s cool. Start with one.

Good talk.


You know Karli won’t quit.

(SMACKS LIPS) Ah. You call me when you have a lead, and I’ll be there. Not necessarily as a team.


We’re not that good.

Definitely not.

We’re professionals.


And, uh, we’re partners.


But we’re also a couple of guys with a mutual friend.

Friend’s now gone.

So we’re a couple of guys.

I can live with that.


Thanks for the help, man. Meant a lot.

Of course.

There’s only one last thing to do.

Looks good.


Stop. Don’t. We can’t sell it.


I know. I know the speech. It’s not smart, but…


(SIGHS) I just can’t.

Sarah, I’m so happy to hear you say that. (CHUCKLES) We have to preserve this. If there’s one thing I’ve learned, it’s that I can’t win every fight. That’s cool. I’m okay with that. But this… This is our history. We can’t lose this fight. All our struggles as a people, I think about it and I used to say, “I’mma show them. I’mma go out and change the world.” Yeah, silly, I know, but when I’d look in your eyes, I could tell you were always thinking that I was runnin’ away.

Sam, listen to me. At no point in my life did I ever think you were runnin’ away. From anything. Not even when I was lightin’ yo ass up at the bank.


Who knew you were so sensitive.


God, I missed you so much. There’s a fight out there, and then, there’s our fight here, and, bro, you have taken them both on. So you really gonna let Isaiah Bradley get in your head? You gonna let him decide what you do next?

Isaiah has been to hell and back. If I was in his shoes, I’d feel the exact same way. But what would be the point of all the pain and sacrifice if I wasn’t willing to stand up and keep fightin’?

SAM: All day, baby.

Uncle Sam!

Uncle Sam!

BOY 1: Get him, AJ!


DOVICH: What are we doin’ here?

I got some help to even out the odds. Sam screwed him out of a small fortune not long ago. He’s been dying to get payback ever since.

(SPEAKING FRENCH) I have what you want.


(IN ENGLISH) Come on. So we’re working with criminals now?

Haven’t you heard? We are criminals. Georges gets his payback and we get a killer. It’s a bargain on both sides.

You invite me here for a picnic or what?

(IN FRENCH) A test of sorts. We’re everywhere and nowhere. That’s why we’ll win.


We’re gonna make sure the GRC vote never happens.


(IN FRENCH) I’m not here to be part of your movement.

(IN ENGLISH) I’m only here to kill the Falcon.

You’ll get your chance.


Tonight, we go to battle. All of us.

In New York, where the GRC is voting on the controversial Patch Act, which would move upwards of twenty million refugees back home to their countries of origin. It’s coming during these difficult times of international politics.


TORRES: Sorry this took so long. Spare you the technical details, but I finally got results for the scans you asked for, and I think we’re onto something. When we look back, all these pings, they’re from places just before the Flag Smashers hit, clearly, they’re all over Europe. Earlier today, we got one from New York. Now, I can’t promise you they’re not using a VPN or masking their location, but…

Great work, Joaquin. I’ll take it from here.


SENATOR: Look, the right people will go along with this, they always do…

You have to consider the optics.

No, the optics are whatever we show them.

People have to believe in what we’re doing to support us.

SENATOR: Do we really need to bother with a vote? There are troops in place. I can make a call and have the refugees move now.

We’re not rounding them up like cattle.

And we still do not have sufficient resources in the resettlement camps.

SENATOR: What’s sufficient? They can’t stay where they are forever.

One world.

One people.






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