'The Falcon and the Winter Soldier' Introduces a Mysterious New Threat

A surprise guest star suggests a grim future for the Marvel Cinematic Universe.

Falcon And Winter Soldier Episode
Marvel Studios

The Falcon and the Winter Soldier Explained is our ongoing series delving into Marvel’s grand new bromance between Sam Wilson and Bucky Barnes. In this entry, we examine The Falcon and the Winter Soldier Episode 5 (“Truth”) and unpack a new villain’s arrival. Yes, prepare for SPOILERS.


After the events of last week’s episode, John Walker (Wyatt Russell) has no one backing him up. His sidekick is a corpse. His government is disappointed. His wife — is clueless but supportive. He made Captain America a murderer, and the world doesn’t want him carrying that shield anymore. Certainly not Sam Wilson (Anthony Mackie) and Bucky Barnes (Sebastian Stan), the sometimes Avengers who tag-team crush him the moment The Falcon and the Winter Soldier Episode 5 kicks off. Walker is all jacked up on Super-Soldier serum with nowhere to go.

Enter surprise guest-star Julia Louis-Dreyfus as the formidably monikered Contessa Valentina Allegra de la Fontaine. She stomps into the scene shortly after Walker is stripped of his authority. Before the faux Cap starts crying in his beer, Val (she’s into, but not into that whole brevity thing) offers her advice and services to Walker and his wife. She assures him that “the guys in ties” are not actually upset about the Flag-Smasher he decapitated, but it’s the optics that are more worrisome.

Val practically swoons over Walker, confirming his actions as righteous when he injected the serum into his veins. He’s now valuable to “the right people,” and a new life awaits him on the other end of her mysteriously blank business card. Walker should relax and prepare for her phone call. When he answers, it will be the best decision he’s ever made — well, tied with marrying his beautiful bride, of course.

And, with that, the Contessa struts from the picture, and Walker, as well as the audience, are left scratching their heads. Who was that confident and seemingly nefarious stranger? Oh, only the best-kept secret in Marvel Studios’ history and a potentially massive new threat for the Marvel Cinematic Universe citizenry.

The Falcon and the Winter Soldier Episode 5 was not supposed to be Val’s first appearance. She was originally scheduled to debut within Black Widow, but plans were shattered and rearranged thanks to 2020. We still must wait and see how Val fits into the Scarlett Johansson blockbuster. She may still pose a problem there or be excised completely given Marvel’s updated strategy. It is certain that Louis-Dreyfus will not be contained inside The Falcon and the Winter Soldier‘s single season.

In the comics (ah, those three beautiful words), Contessa Valentina Allegra de la Fontaine is a Soviet sleeper agent recruited into S.H.I.E.L.D. She initially impressed Nick Fury when she bested him in hand-to-hand combat, and she became a star pupil of his for a while. They had a short fling, but her rampant flirtations with Steve Rogers disrupted their romantic bliss.

Under President Nixon’s orders, Fury tasked Val as S.H.I.E.L.D.’s Femme Force leader. Alongside Sharon Carter (Emily VanCamp in the show) and various other female agents, Val accomplished the dirtiest of dirty work. The team never disbanded, but it quietly stopped being referenced at Marvel. I mean, that name is a big eye-roll, even in 1971 when it first got uttered.

What’s most important to The Falcon and the Winter Soldier is where Val eventually wound up. The Contessa secretly engaged the terrorist organization known as Hydra and became its figurehead, a.k.a. Madame Hydra. She is no loyalist and would eventually betray one villainous cell for another, the Soviet group, Leviathan.

The comic book Contessa Valentina Allegra de la Fontaine is a master manipulator. She’s on the other side of the coin from Nick Fury. With the MCU version currently scouring the spaceways, a power vacuum has immerged on Earth. As we saw in Spider-Man: Far From Home, Talos (Ben Mendelsohn) is struggling to fill Fury’s shoes … and skin. With John Walker, Val could be assembling her own soldiers to aid her clandestine global stranglehold.

For the first time in the MCU, there are several villains still in play. Marvel Studios does not currently seem interested in killing off their baddies as the credits roll on their films. Zemo (Daniel Brühl) is in Wakandan custody, sure, but he has trouble staying put. S.W.O.R.D. similarly constrains WandaVision‘s witchy Agatha Harkness (Kathryn Hahn), but can mortal bonds hold her?

Toward the end of The Falcon and the Winter Soldier Episode 5, Sharon Carter once again calls Batroc the Leaper (Georges St-Pierre) to help the Flag-Smashers raid the Global Repatriation Council conference in New York City. It’s starting to look more and more like Sharon is the Power Broker, eager to reclaim the Super-Soldiers for her purposes. Or, more likely, Sharon is undercover, working for the Power Broker, who is, in actuality, Contessa Valentina Allegra de la Fontaine.

Whatever the case, Marvel doesn’t call in Julia Louis-Dreyfus for a one-off. The studio is establishing her as a major MCU player. Whether she’s the Power Broker or Madame Hydra, she’s constructing a domination scheme, and if you’re going to do that in Phase 4, you’re going to need a helluva team to challenge the Avengers.

Zemo’s comic book counterpart has his Thunderbolts. They’re the anti-Avengers, a goon squad that masquerades as good guys. Val could be their Fury to Zemo’s Tony Stark. Heck, at a certain point, General Thadeus Ross (The Incredible Hulk‘s William Hurt) ran a similar group with the same name and dosed himself with gamma radiation that transformed him into a Red Hulk. So, there’s your muscle.

And, yeah, John Walker is their Cap. In the Falcon and the Winter Soldier Episode 5 post-credits sequence, we see Walker hammering a makeshift shield together. On its front, he solders on his three Medals of Honor. He’s gonna show Sam and Bucky that he’s Captain America, and he’s gonna jam that janky shield down their throats.

One problem, Sam Wilson not only has the real-deal Vibranium disc, but he also now has a Vibranium suit gifted to him by the Wakandans. He may not have the enhanced muscle that Walker’s packing, but he’s not gonna need it either. Their brawl represents the first of many dark mirror battles to come. The Contessa is gonna sit back and watch this time, but don’t expect that to be her permanent posture.

Trekkie, Not Trekker. Weekly Columnist for Film School Rejects, Curator for One Perfect Shot, & co-host of the Comic Book Couples Counseling podcast.