As Walker and Hoskins fail to gather any leads, Sam and Bucky resort to visiting Zemo in prison. Bucky stages a riot that allows Zemo to escape undetected and meets up with the two of them to help in finding Karli and the Flag Smashers. Zemo agrees to help them as the super soldiers go against his beliefs. Additionally, he reveals that he is actually a baron and had nearly lost his wealth during the fall of Sokovia and uses his resources to bring himself, Sam and Bucky to Madripoor, a criminal sanctuary, to look for answers as to where the new super soldier formula came from.
Upon arrival, the group infiltrate the nation and meet up with Selby, a high ranking criminal who works under the mysterious Power Broker. They learn that the serum was developed by a man named Dr. Wilfred Nagel, but a phone call from Sam's sister Sarah gives them away. Selby is killed and the three escape where they run into Sharon Carter, who has been in hiding since Captain America: Civil War, and has been staying in Madripoor dealing art. They convince her to help them find Nagel and in return will pardon her back in the states.
Sharon takes Sam, Bucky and Zemo to a shipyard to meet with Nagel while she fends off bounty hunters who are after them. The three learn that Nagel used to work for Hydra, but was then hired by the CIA to develop a new super soldier serum. He ended up being a victim of the Blip and upon his return, discovered that the project was shut down and moved to Madripoor when the Power Broker offered him the funds to finish his work. Zemo kills Nagel and the group are caught in a fire fight. Nevertheless, Zemo takes out the gunners and he, Sam and Bucky leave Madripoor with Sharon staying behind.
Following Karli's mother's death, she and the Flag Smashers raid a GRC facility for their supplies. Karli blows it up with the people still inside, shocking her second-in-command Dovich. Walker and Hoskins deduce that Sam and Bucky broke Zemo out of prison, but keep the information to themselves. Zemo, Sam and Bucky arrive in Riga, Latvia to seek Morgenthau, but Bucky splits from the group when he notices small tracers around town. He finds out that Ayo of the Wakandans had been following them, presumably to capture Zemo.
- Sebastian Stan as Bucky Barnes/Winter Soldier
- Anthony Mackie as Sam Wilson/Falcon
- Emily VanCamp as Sharon Carter
- Wyatt Russell as John Walker
- Erin Kellyman as Karli Morgenthau
- Florence Kasumba as Ayo
- Danny Ramirez as Joaquin Torres (voice only)
- Adepero Oduye as Sarah Wilson
- Daniel Brühl as Baron Zemo
- Cle Bennett as Lemar
- Desmond Chiam as Dovich
- Dani Deetté as Gigi
- Indya Bussey as DeeDee
- Renes Rivera as Lennox
- Tyler Dean Flores as Diego
- Noah Mills as Nico
- Veronica Falcon as Mama Donya
- Neal Kodinsky as Rudy
- David Bowles as Base Commander
- Nicholas Pryor as Oeznik
- Forrest Conoly as The Bartender
- Giovanni Rodriguez as Brass Monkey Goon
- Imelda Corcoran as Selby
- Robert Larriviere as Docent
- Olli Haaskivi as Dr. Nagel
- Michael MacCauley as The Warden
- Meaghan Gillenwater as Sharon's Bodyguard
- Sharon Carter makes her first appearance since Captain America: Civil War.
- The alias that Sam Wilson uses in Madripoor is Conrad Mack/The Smiling Tiger. In the comics, Mack was son of a Vietnam War vet who was trained by his father in martial arts and given claws to fight with. Due to his savage behavior, he was shunned by society and was recruited into the Folding Circle where he battled the New Warriors and later became a member of the Thunderbolts.
- Sam comments that Smiling Tiger does look like him. The person in the photo is in fact Anthony Mackie himself.
- It is revealed that the notebook Bucky uses is the same one Steve used in Captain America: The Winter Soldier, it is even mentioned by Sam that he told Steve to write the 'Trouble Man' soundtrack in the book.
- Vincent Van Goth's portrait is seen in the bar.
- Sam asks Bucky, "You're not gonna move your seat up, are you?" and Bucky replies with "No". This is a reference to their dialogue to Captain America: Civil War, when Bucky asks Sam "Can you move your seat up?", but Sam refuses to move the seat.
- This episode featured a short dance, performed by Zemo. Following the episode's airing, the scene went viral, and Marvel released an extended version of the performance, as well as a one-hour loop, posted on their official YouTube page.