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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.
―Karli Morgenthau[src]

Karli Morgenthau is a Marvel Comics character who appears in the Marvel Cinematic Universe. She makes her debut as the main antagonist of the Disney+ series The Falcon and The Winter Soldier which also marks the character's first adaptation in film and television. She is portrayed by Erin Kellyman.

Karli is the leader of the Flag Smashers, a group who seeks to restore the world to the state it was in during the Blip when people of the world were unified to help each other after half of the life in the universe disappeared. Karli and other members of her group take the super soldier serum, which grants her enhanced abilities. Her actions draw the attention of Falcon, Bucky Barnes, and the new Captain America.

Karli Morgenthau is based on Flag Smasher, who was created by Mark Gruenwald and Paul Neary.


Powers and Abilities


  • Enhanced Strength: Karli's physical prowess has been greatly amplified, giving her the abilities to use her muscular power to a greater degree than what her physical form would allow.
  • Enhanced Leap: The ability to jump longer and higher distances than normal.


  • Combatant: Karli is shown to be capable of physically fighting in different forms. She has shown the ability to combat in hand-to-hand.
  • Bilingual: Karli can communicate in French, as well as English.


Marvel Cinematic Universe

The Falcon and The Winter Soldier

Karli Morgenthau was adopted by Donya Madani. In 2018, the Mad Titan Thanos collected all six Infinity Stones, and destroyed half of all life in the universe, an event which came to be known as the Blip. Karli was amongst the survivors, and left alone, with no memory of her family, and taken in by Donya Madani. Five years later, all the life lost in the event was restored. Karli was amongst the survivors, and became leader of an organization called the Flag Smashers, a group of people that want a world that’s unified without borders, and believe the world was better during the Blip. When everyone returned, she was put on the street. At an unknown point, she took a modified version of the super soldier serum, developed by Wilfred Nagel, which granted her, enhanced abilities, and stole them, from the Power Broker.

In Switzerland, a rally is held by the Flag Smashers, in which they rob a bank. Karli hands out masks to members of the group, and when the robbery takes place, the police arrive but are unable to track the individual thief who was responsible, as everyone is wearing matching masks. The team run wild, causing a distraction, from the real perpetrator, and Karli disappears amongst the crowd.

The Falcon and the Winter Soldier - 1x02 - The Star-Spangled Man - Flag Smashers.jpeg

In Munich, Germany, the Flag Smashers steal a containment of medicine and vaccines. Karli enters one of the trucks, transporting the shipment, and Bucky Barnes enters, while the vehicle is traveling on the road, under the belief she is a hostage. She punches him onto the windows of the truck traveling behind them and puts on her mask. Two members of the group begin beating Bucky, on the roof of the truck, and she leaps over to join them. Falcon's drone, Redwing begins shooting at them, so Karli captures it, and smashes it against her knees, destroying it. The Falcon arrives himself, to physically join the fight, and he begins sparring with Karli. She manages to get the best of him and throws him against the other roof, where two members of the Flag Smashers hold him down. The group is joined by the new Captain America and his team, who manage to free Sam and Bucky from their grasp. Kali and her team manage to defeat the group, then they escape while the others are left on the side of the road as the Flag-Smashers drive off. They enter the house of a supporter, where they are given refuge, food, and shelter. As they settle, Karli receives an anonymous text, accusing her of stealing from them and threatening to kill her. She learns that the group is being searched for, and they can't stay for long. Lennox asks if she could imagine people supporting their cause the way they are, six months ago, and Karli replies that they're no longer playing, and can't let those who were in power, after the Blip, win. She informs them that after tomorrow, they cannot go back, and the group all showcases their loyalty. The next day, they get ready to export the shipment that they stole, onto a plane, when they learn they've been discovered by the Power Broker. Matias decides to hold them off, while everyone else escapes, and Karli hugs him, before departing. As they fly off, Karli watches from the window, as the Power Broker's men, kill Matias.

The Falcon and the Winter Soldier - 1x03 - Power Broker - Karli.jpg

The group arrives at Riga, Latvia, in a Resettlement Camp, set up by the GRC (Global Repatriation Council). While playing soccer with the children, Dovich calls her upstairs, to inform her that Donya is dying. She sits beside her adoptive mother and cries while saying her goodbyes. Karli then travels to Vilnius, Lithuania, outside a GRC Supply Depot, where she and Dovich scout for an entrance corner. He takes note of her downward demeanor and asks if she's thought of taking time to mourn, and suggests they don't have to do their mission now, but Karli insists they do. She questions if he ever thought they'd be in their current positions and confesses she thought she'd be a teacher, like her mother. Dovich comments on what a tough profession it would be in Madrippoor, and Karli recalls that while she never thought she'd end up there when everybody returned, and she was displaced, it would be the only place that had something, she could use for protection. She talks about her experience when taking in the serum, and how painful it felt, but how it was worth it, because the world is now theirs, and should have also been her mother's. She decides that they will use their strength to give it to the kids in the camps. Dovich expresses his worries about the Power Broker catching up with them, but Karli isn't concerned, as she informs him Nagel was killed in Madripoor, and they have the last of the serum, relegating the Power Broker to come begging to them. That evening Karli and the Flag Smashers manage to apprehend the guards at the Supply Depot and steal supplies from them. As they leave, the building explodes, by Karli's doing.

The Falcon and The Winter Soldier - 1x04 - The Whole World is Watching - Photography - Karli.jpeg

Following Donya's passing, a memorial service is arranged, later in the day. Karli and the other Flag Smashers listen to a radio broadcast, reporting the events of the bombing, Karli was responsible for. She walks away after details emerge of the Patch Act, a legislation to combat the Flag Smashers, which would move upwards of twenty million refugees back home to their country of origin. Karli and Nico go to retrieve the remaining vials of super-soldier serum, which they have hidden, by the grave of Nico's grandfather. Karli questions if she's making a mistake, by creating more super soldiers, and Nico tells her of how his grandfather, a World War II resistant fighter, believed that if you were doing something that made you scared, it's probably because it's the right thing. Nico talks about how he was a Captain America fan and didn't believe there could be another until he met Karli. He talks about how she fits the criteria to lead, and how their mission will outlive the legacy of Captain America's shield, but Karli believes the shield to be a monument to a bygone era, and a reminder of the people history left out, believing it should be destroyed. She places the vials around her waist and the pair head to Donya's funeral. At the memorial, Karli gives a speech on Donya's importance in her life, and how she saved many of the attendees there. As she speaks, she notices Sam Wilson, from a floor above her, and panics, as she looks around the room for an exit. She decides to continue, and talks about they've been mislabeled but must stand together. Once the event is over, Karli is left alone with Donya and acknowledges that she knows Sam is present. He reveals he came alone, just to talk, and apologizes for her loss. He urges her not to start a war, but Karli snaps back that the war began, when she and others like her were thrown from their homes, and left onto the street, with millions that need her. The pair engage in a discourse, on what the world requires, and Sam mentions someone he knows, who knows more about super soldiers, than anyone, and believes her to be a supremacist. Karli gets offended at this statement, and defends her actions, as that of going against supremacy. In turn, Sam questions if she's going to raise her army, with the serum, as she's killing innocent people. Karli argues back that those who die by her aren't innocent, but rather, roadblocks in her journey, who she'd kill again if she had to. Sam is shocked by her remark, and Karli tries to backtrack her words. She argues that her enemies, are the people trying to take Sam's home, and questions why he isn't stopping them. Sam informs Karli that he isn't her enemy, and agrees with her fight, but not her methods, and believes Donya wouldn't either. As she looks back at her adoptive mother, John Walker arrives, to place her under arrest. Karli is outraged by Sam's betrayal, and as John walks towards her, she throws him back with a punch. She leaps onto a staircase, and tries to escape, whilst being chased by Bucky, and manages to slip into a room. She tries to find an exit, when she suddenly shot by Zemo, and the vials of serum fall from her clutches. He smashes them all, to her horror, and she escapes with Nico, who arrives on time to save her. Karli has her wounds bandaged up and is distraught to learn the remaining serum has been destroyed. She and the Flag Smashers decide that they won't be able to function, and need to deal with those after them, including Sam. The Power Broken then contacts them and threatens to kill Karli, if the serum is returned to him. Karli is ready to deal with the Power Broker for when the time comes and believes that the key to beating Sam without getting into a fight, is to separate them, and then kill Captain America. Karli proceeds to call Sam's sister, Sarah and ponders on whether she should kill him or not, after learning he's working for John Walker. Sarah pleads with Karli, to believe that Sam isn't working for him. She gives Sarah coordinates, to pass onto Sam, for another meeting, and threatens Sarah's family, if she doesn't comply. Sam arrives, enraged at Karli's actions, but she insists that she would never hurt Sarah, and just wanted to understand him better. Karli doesn't want to hurt Sam but believes he is a tool in the regimes she wants to destroy. She offers him a chance to join her, or let her go. Before he has a chance to reply, Sam gets an update, informing him that Walker is on the move, and Karli leaves. She is chased by Bucky, on the road, but manages to escape him. She joins her fellow Flag Smashers, in a brawl, as they fight against Bucky, Sam, Lemar and Captain America, who has now become a super-soldier. Karli gets ready to kill John Walker, but Lemar blocks her way, and she retaliates by punching him against a pillar, which kills him. She takes off her mask, as she reflects on what she's done, and leaves with her group. She escapes into a crowd, where she witnesses John capture Nico, and beat him with the shield, until he dies, as the crowd surrounding her record his actions.

The Falcon and the Winter Soldier - 1x05 - Truth - Photography - Batroc and Karli.jpeg

Karli and her remaining supporter find that the resettlement camp has been raided and shut down by the GRC. She expresses her anger, at all the loss they've faced, and declares the movement to be ready. She decides that their enemies won't stop unless they make them, and begins the final phase in her plans. In Central Park, she arranges a meeting with Georges Batroc, who wants revenge on Sam, for their past encounter, and he hands her a case loaded with weapons. Dovich protests her decision to work with criminals, but Karli points out that technically, they too are criminals, and their deal will allow Georges will get his revenge, while they get their killer. Batroc sarcastically asks if they've invited him for a picnic, and Karli responds in French that it's a test of sorts, and demonstrates the power she has, with her mass following, by activating a signal, which reveals a large group of Flag Smashers. Karli wants to make sure the GRC vote never happens. Batroc tells her, he isn't there to be part of her movement, but to kill the Falcon, and Karli assures him, he'll get his chance. She makes a whistling signal, and the large group head in her direction, allowing them to prepare for battle.

Sam holds Karli as she dies after being shot by the Power Broker.

In the final episode, Karli battles John Walker, who plans to take revenge for her killing his friend. Karli and Walker fight and she defeats him, and Walker eventually stops to pursue Karli to go save some hostages. When Sam Wilson, the new Captain America, arrives and saves the hostages, Karli shows indignation that he accepted the mantle which she considers to be a lie. Karli then briefly fights them and escapes. Her victory does not last long as Karli is confronted by the Power Broker herself, Sharon Carter. Sharon asks Karli to come back to work for her again, but Karli refuses by stating that she does not want to control the world as Sharon wants, instead she has bigger dreams by attempting to help the displaced people. Batroc appears and Karli realizes that Sharon hired him to spy on her and the Flag-Smashers. Now aware that Sharon is the Power Broker, Batroc attempts to blackmail Sharon by demanding more money to continue to work for her while keeping her secret. While Sharon refuses, shoots and kills Batroc, Karli takes the chance to shoot her, making Sharon fall wounded on the ground. Sam finds Karli pointing a gun at Sharon and Karli asks Sam to stay back while she finishes Sharon. Without knowing about Sharon's secret identity as the Power Broker who has been hunting and threatening Karli and the other Flag-Smashers, Sam offers his help to Karli and asks her to stop killing others. Karli tells him to stop trying to manipulate her and prepares to shoot Sharon again, but before she can do it, Sam grabs her, pulling her away from Sharon. Karli, still frustrated with Sam, attacks him and demands him to fight her back, but he just defends himself and refuses to harm her. Karli manages to knock Sam down and grabs the gun to shoot him. While Karli takes her time to fire on Sam, Sharon returns and repeatedly shoots her from behind. A mortally wounded Karli falls to the ground and Sam runs to her, gathering her in his arms. In her final moments, Karli cries and apologizes to Sam, who holds her until she dies. Afterwards, Sam flies carrying her body to the center of New York City and gives her to the medics. Sam makes a speech to the senators of GRC, where he tells them that they need to stop to label Karli and the other Flag-Smashers as terrorists and that they should think on why a teenage girl would go as far as giving her own life to stop their voting and why so many people supported her cause. With this, the senators rethink about their decision of moving the displaced people, thus thanks to Sam the Flag-Smashers indirectly accomplish their goal.


  • Karli Morgenthau was originally a male named Karl Morgenthau in the comics.
  • In the forth episode of The Falcon and The Winter Soldier, Karli sends a text to Sam, at 3:12. This is a reference to Captain America #312, which is the comic debut of the Flag-Smasher, whom Karli is based on.
  • During an interview, Erin Kellyman stated that Karli is 19 years old.[1]
  • Karli was killed by Sharon Carter/Power Broker in the series finale, making her the youngest character in the MCU to die (not counting the Snap by Thanos).



See also

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