01x02 - The Making of The Falcon and the Winter Soldier

[bunniefuu]

SAM: A few months ago,

billions of people

reappeared after five years away.

We need new heroes.

Ones suited for the times we're in.

Symbols are nothing

without the women and men

that give them meaning.

And this thing, I don't know if

there's ever been a greater symbol.

But it's more about the

man who propped it up,

and he's gone.

So, today we honor Steve's legacy.

But also, we look to the future

and the fights that await us there.

When Disney Plus was announced, we

realized there was an opportunity

to interweave a cinematic universe

with the television universe,

which had never been done before.

We knew if we could nail it,

that's what would make this unique.

These characters can

continue to be developed

in a way that we oftentimes

don't have time to do in films

and then launch right back

into that feature universe,

so that it's truly connected

for the first time.

ZOIE NAGELHOUT: I think for

Nate and I, it was very obvious

that The Falcon and the

Winter Soldier would be

the perfect thing for

this kind of format.

FALCON: Look at you.

All stealthy. (CHUCKLES)

A little time in Wakanda and

you come out White Panther.

- It's actually White Wolf.

- Huh?

NAGELHOUT: With, quite frankly,

not a ton of screen time

throughout the movies,

they have become beloved.

What the hell is that?

Everyone's got a gimmick now.

NAGELHOUT: And with the little

bit of time they've interacted,

have sort of created this interesting

buddy-cop tumultuous dynamic

that was so worth exploring.

Can you move your seat up?

No.

From the outset, the goal

was to be very grounded.

Endgame was the battle of the titans

in a universe that was

from a stellar place.

So, the swing of the bat here

was to bring all of that

into a very relatable, very

grounded character place,

so that really the super side of it

became embedded in character.

But it was also embedded

in a very real world.

This is a moment where you

really could drop it all.

And we should feel like

that's going through your mind.

- ERIN KELLYMAN: Mmm-hmm.

- And therefore he needs to tell her

You know, you're feeling,

like, "I might have her now",

and so you can relax

your body. And then boom.

So you kinda sucker punch him, right?

ANTHONY MACKIE: Kari's been great.

I think once you see this series,

you'll realize the emotional

depth of these characters.

It's more of a drama than anything else.

Kari was able to make us less macho

and put machismo in the series

with all the fighting

and special effects

- and explosions and all that stuff.

- (SCREAMS)

Not exactly a badass.

- (MACKIE LAUGHS)

- What?

MACKIE: But also show

the emotional construct

that makes everyone an individual.

SKOGLAND: It was very important

to me, and I think to everybody

to explore what it means to

be a hero in today's world.

If in the past, in the MCU,

being a hero was very much related

to being a soldier and being a warrior,

the new hero is not that.

The new hero is really

a first responder,

and so it was embedded in our

journey for both characters.

Walker! Help me!

SEBASTIAN STAN: I

think she just saw this

as two regular guys

trying to find their way

and the main thing that stood out

to me was this new kind

of way of sh**ting

where she would capture the

characters' inner thoughts and so on.

And I thought that

was really interesting.

So, now that you've stopped

fighting, what do you want?

Peace.

That is utter bull

MALCOLM SPELLMAN: As soon as you step

into the second floor

of the Marvel building,

it really does make you feel like

you've stepped into something

that's bigger than you.

Kevin and the rest of the

Marvel team's mandate of,

"This cannot be TV",

it has to feel like a movie,

but the storytelling is

inherently spread out.

I felt particularly equipped to do that.

I always say, "You

break stories two ways".

You break 'em vertically,

which is by each episode,

and then, you break 'em horizontally.

And that horizontal break

with the characters

and their relationships,

every iteration of show we did,

that maintained and

actually got stronger.

Enjoy your ride, Buck.

No, no, no, no, you can't call me that.

Why? That's what Steve called you.

Steve knew me longer and he had a plan.

When we were talking about

the idea for the show,

Malcolm Spellman said the thing

that resonated for him the most

with the end of Endgame was Sam's line,

"It feels like it's someone else's",

and the notion of legacy.

STEVE: How does it feel?

Like it's someone else's.

It isn't.

(SIGHS)

NAGELHOUT: That line became sort

of the backbone of Sam's arc.

And it was very clear to us

that if we're gonna tell

a story over six hours,

we owe it to both that mantle

and that symbol and that character

to dissect it from every angle

before he can arc to a place

where he's evolved.

I'd felt like we would be dishonest

to the fans and dishonest to,

just on a human level,

if we had this Black man

just accept this symbol

without having real

ambivalence about it.

And we knew that that was gonna

be crucial to Sam's burden.

As a Black man in America,

to take on the stars and stripes

and wear that proudly,

that's not something that Sam

Wilson would do out of the box.

The notion of exploring what

Blackness means in America

was kind of the hypothesis of the show,

and the notion of legacy was something

that both Sam and Bucky,

in the show, explore.

Maybe this is something you

or Steve will never understand.

But can you accept that I did

what I thought was right?

MACKIE: When you think Captain America,

you think of a very specific

brand of person.

There are so many different lines,

so many different avenues,

so many realities that we

have to live in every day

to be a successful

Black man in our society.

You know, you can't be the same

person every room you walk in.

It's a hard duality

that you have to live in

and sometimes specifically,

for somebody like Sam,

you have to ask yourself the question,

if that's something you're

willing to deal with it.

- KID: Hey, it's Black Falcon. What's up?

- SAM: It's just Falcon, kid.

I mean, I think 2020 and

COVID, if nothing else,

have proven how difficult it is

to be a Black man in America.

It's not a new understanding

or experience for anybody Black.

- Hey, is this guy bothering you?

- No, he's not bothering me.

Do you know who this is?

(WHISPERS) Hey, these guys are Avengers.

Oh, God, I am so sorry, Mr. Wilson.

(CHUCKLES NERVOUSLY) I didn't

recognize you without the goggles.

MACKIE: With Sam picking up the shield,

it's such a representation of

the country that we live in,

you know, there's a lot of trepidation

as far as, "How does a Black man

represent a country that

does not represent him?"

SPELLMAN: We knew the journey

that Sam was gonna go on

was going to be particularly

rough for him

just because of the fact that

he is a Black superhero, right?

Well, Anthony's backstory

is rooted in Louisiana,

and we merged some of that

so that it could become

really, really personal.

Then they start telling you what

they've done with the characters,

and from that a whole life is born.

I told you specifically

that the water pump

was not the problem,

and yet, here you are.

In our defense, we were supposed to

have this done way before you woke up.

I don't come up to the sky to tell

you how to barrel roll or whatever,

so you don't come down here and

start messing around with things

- you clearly don't understand.

- Wow

MACKIE: You know, Adepero came in

and gave an amazing

performance as my sister

and really gave that

character a backbone

that kind of defined the entire history

of what this character, Sam Wilson,

really is from Winter Soldier till now.

- I thought you said you're a pilot.

- I never said pilot.

MACKIE: You see how all of that

became this man from where he was from.

I've enjoyed learning

who Sam Wilson truly is.

What would be the point of

all the pain and sacrifice

if I wasn't willing to

stand up and keep fightin'?

NAGELHOUT: Sam's search for

identity is about his future

and Bucky's search for

identity is about his past.

And for Bucky, what we don't want to do

is abandon ten years of storytelling.

It was really important that we

tackle those ten years of storytelling

and allow Bucky to process

the events of his life

in a way that he hasn't had

time to in the two hour stories

that he's been a part of in the past.

MOORE: When we were

making First Avenger,

there are always ideas of

what could happen one day

if we were so lucky to make a sequel.

But the truth is, you're trying to

get that movie right the first time.

You're not sure where any

of this is gonna lead.

Sergeant Barnes, you are

to be the new fist of HYDRA.

MOORE: We'd be lying to say we didn't

talk about where Bucky could go,

but we didn't know how far we could

take him and where he might end up.

And when you see Sebastian

portraying the Winter Soldier,

which to us was even an extra level,

we knew there was

something to explore there.

- What did I do?

- Enough.

Oh, God. I knew this would happen.

Everything HYDRA put

inside me is still there.

MOORE: The relationship

between Bucky and Steve

is so dramatic and

so filled with pathos,

if you think about it,

the only person who had believed

in Bucky in the MCU up to this point

was Steve Rogers.

Well, now Steve Rogers is gone.

Bucky feels unmoored in this series

and is looking for his purpose.

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.

What was challenging for me

was the balance between

introducing the characters in a new way,

and yet making you still be aware

of where they come from. You know?

I always think with these movies,

every time I come back,

I'm always thinking,

"Okay, what if a fan

sits down and watches

Captain America: First Avenger,

Winter Soldier, Civil w*r,

The Avengers, now this,

are they gonna be able to see

that same character throughout,

and then see that character

evolve in new ways

but still be the same character?"

I am no longer the Winter Soldier.

I'm James Bucky Barnes.

And you're part of my

efforts to make amends.

How does this character

now function in the world?

What's his life going back to Brooklyn?

How is he meeting people? How is

he interacting at coffee shops?

Is he dating? Is he thinking

about another career?

Look, you've gotta nurture friendships.

I am the only person

you have called all week.

- That is so sad.

- (THUDS)

Bucky got this line in the show

where he tells the shrink

I had a little

calm in Wakanda.

And other than that,

I just went from one fight

to another for 90 years.

SPELLMAN: So the series is now

his first chance to deal with that,

whether or not he really

is a k*ller in his DNA,

whether or not he can be a hero, right?

Like, "Am I even cut out?"

STAN: There's always gonna be

a dark side to this character

which I always loved,

and is, to me, what made him

more interesting and complex.

And, you know, like, life, I

feel like that doesn't go away.

It's still there in a way.

He's just learning how to deal

with that a little more.

Bucky is very much

trying to come to grips

with the things that he has done

that can't be undone.

And Sam Wilson becomes

a big part of his journey

towards figuring out who Bucky Barnes is

outside of the Winter Soldier moniker.

You up for a little tough love?

You want to climb out

of that hell you're in,

do the work.

Do it.

I've been making amends.

Nah. You weren't amending,

you were avenging.

(DRAMATIC MUSIC PLAYING)

"Don't worry about me. Just

keep on doin' what you're doing".

That's not me, that's in the script.

(SNICKERS)

SKOGLAND: The Winter Soldier and

Falcon are incredibly watchable

as a reluctant team who are

out to save the world, frankly.

- Hey, John!

- (SNICKERS)

How'd you find us this time?

- I really wanted to do it like that.

- (LAUGHS)

STAN: You broke my thing.

SKOGLAND: It's been not just fun,

but also very emotionally charged

at times as we explore this.

Because it's one thing

to see it on paper

and then, as you know,

Sebastian and Anthony

get a hold of the material,

they embrace it and embody it in a way

that we can't possibly have imagined.

So, every day a scene unfolds,

that is something I didn't anticipate

and it always gets better.

I gotta say, this is a

very Bad Boys II sh*t.

This was a two-hander.

Two-hander don't mean

just these two characters.

There's a spirit and an energy

that comes from a two-hander.

Like here's the spectrum, right?

Defiant Ones. 48 Hrs.

This And comedy's over here, right?

48 Hrs., Lethal w*apon.

Then comes Rush Hour,

Ride Along and so on, right?

We knew we wanted to be

somewhere near Lethal w*apon.

It's time for the soul gazing exercise.

I like this one.

He's gonna love this.

- Yeah, I'm ready.

- Just face each other.

You should really enjoy this.

STAN: I really do genuinely

love working with Anthony.

I mean, like there are definitely days

where I feel like he's gonna k*ll me.

Um Not physically. Just like his

presence. You know? (CHUCKLES)

MACKIE: We have to

get it with the light.

All right, just wanna make sure we're

It establishes the location.

This is his first movie.

(WIND BLOWING)

Yolo!

The two of them are so good

at bouncing off of each other

and going on a path of discovery.

(WHISPERS) Make sure

you record all of this.

MAN: Quiet!

SKOGLAND: And Daniel Brühl

the same, oh, my gosh.

The three of them together

are at times so hilarious,

I have to kind of pull them all back

and remind them, "Wait a sec.

"We can't be having

this much fun". (LAUGHS)

MOORE: In the Falcon and

Winter Soldier writers' room,

we were inspired by key art

done from Civil w*r of Zemo.

That was very much on the wall.

How do we get this

great iconography again

back into the show?

And Zemo, the character, in Civil w*r,

is such a complicated and

interesting character,

'cause he's a villain, but his

point of view is very defensible.

I'm here because I made a promise.

You lost someone?

I lost everyone.

He was fighting to avenge

these people he loved.

It came from a place of love,

even if it manifested in

this horrible, tragic way,

it was important for us to maintain

that layered complexity

of the character.

It took me two days until

I found their bodies.

My father

still holding my wife

and son in his arms.

(SIGHS)

And the Avengers?

They went home.

I think we would've always

have tried to figure out

how to get Zemo into the show,

but the truth is as we

started to build the story,

there was a very natural

way to slide him in.

You are assuming HYDRA has

something to do with this

which is why you came to me,

which means you are desperate.

Luckily for you, I know where to begin.

I was very excited when I got the call

to come back and to read those scripts,

in which you have a lot of

meaty scenes and

time to spend with Zemo.

He was a charismatic and pivotal role

in Captain America: Civil w*r.

You know, back then I thought

I'd like to know more about him

and explore this character more.

I loved playing him,

but there was that

slight bittersweet feeling

at the very end when I

finished, thinking like,

"Oh, man, now I've played this guy,

but I never wore this mask".

(OMINOUS MUSIC PLAYING)

STAN: (CHUCKLES) He really

blows me away in this thing

because he found a whole

different side of Zemo

that you didn't even see coming.

So all this time you've been rich?

I'm a baron, Sam.

My family was royalty until your

friends destroyed my country.

STAN: And he's really

made this character

so dynamic and funny and different.

And there's a very human side

to Zemo that's really cool.

NAGELHOUT: John Walker was

sort of an obvious choice

for us to include in the series,

not only because of his connection

to the publishing run,

but also because he feeds

directly into the conversation

about what the shield means today.

And he embodies a genuine

desire to be good and to do good,

but that's not enough to be Cap.

The serum never corrupted Steve.

Touché.

But there has never been

another Steve Rogers, has there?

MOORE: We thought Wyatt

was an interesting choice

because a lot of his work beforehand,

he plays, the stoner-slacker

with the long hair and the beard.

But what we found in reading

him, is there is an energy,

there's an edge to him

that neither Sam Wilson

nor Bucky Barnes has.

And we felt that was important

so that John Walker stood apart

from these two characters.

And to some degree, John Walker

is coming into the show

with a chip on his shoulder

to prove that he is

worthy of this mantle.

Just 'cause you carry that shield,

it doesn't mean you're Captain America.

Look, I've done the work.

I gravitate towards characters who

need to make difficult decisions

and they have to be one thing

while trying simultaneously to

toe the line over to the other.

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.

I had no idea the

character I was playing.

I was just excited to be a

part of this Marvel thing.

So I had no idea that

I was actually going to be

an integral character at all.

They were like "Well, actually,

you're Lemar Hoskins".

(LAUGHS) And I was like

"sh**t! I know Lemar Hoskins".

'Cause I literally have the

comic books. I have them.

I have the editions that he's in.

You know, that famous one,

the Captain America one,

him and they're on

the cover, I have that.

All right, so I was

just totally psyched.

And I was like, "I hope I get a suit.

I hope they make me a suit".

The costume puts you in,

like, that superhero posture.

That sort of feels weird if

you just do it on your own.

A word of advice then,

stay the hell out of my way.

MICHAEL CROW: There's a lot of

similarities, construction-wise,

with John Walker's costume and

all the previous Captain

America costumes.

I wanted to keep continuity

of feeling and look.

So we used a lot of the

same prints and the fabrics

and colors that we've used before.

I think we did tweak

the red a little bit

and made it a little brighter

and patriotic than some

of the previous costumes.

Definitely, definitely helped

the attitude of the character

'cause it was just a

little bit more arrogant

than I think that I would've been

if I hadn't had a little help.

SKOGLAND: It's really

important, I think,

that when setting up a world,

you get into the characterization

as quickly as possible.

And they both explored the

conundrum of being a soldier,

and how difficult it is to walk

the lines of following orders

as well as doing the right thing.

I k*lled him because I had to.

He k*lled Lemar.

BENNETT: Lemar is his

voice of reason, right?

And then all of a sudden, he's gone.

First of all, there's a lot of vengeance

'cause now you've just

k*lled my best friend,

but then there's a raging

insecurity that just takes over.

RUSSELL: He wants

to represent the shield

the best way that he possibly can.

And the really interesting part is

in his mind, he kinda did because

that's what he was trained to do.

(ROCK MUSIC PLAYING)

These boots are not made for walkin'.

MOORE: Typically, we go back to

publishing and look for characters

that thematically matched the things

we're trying to do in the show

and then put our own

Marvel spin on them.

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.

We needed a character to

be this sort of "Nick Fury",

but shady type, to sort

of enter John's world.

First of all, the name alone,

Contessa Valentina Allegra

de Fontaine is just

I mean, they had me there,

just with the name,

to be honest with you.

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.

LOUIS-DREYFUS: Whether she's a good guy

or a bad guy remains to be seen.

She's sort of living

in a gray zone, I think.

Couldn't have planned it better myself.

Maybe I did. No, I didn't.

I'm just kidding. Or am I?

LOUIS-DREYFUS: I like the

idea of a female mastermind.

I think it's about time.

She's about three steps

ahead of everyone.

And that's gobs of fun to play.

Things are about to get very weird.

And, you know, when they do,

we're not gonna need a Captain America.

WALKER: No.

You know what we're gonna need?

A U.S. Agent.

How do you want the rest of this

conversation to go, Sam, huh?

Yeah. (CHUCKLES SOFTLY)

Should I put down the shield?

- Make it fair?

- (SCOFFS)

So, we're on Zemo's apartment set,

which we built specifically for Zemo,

also to accommodate a big fight sequence

that we do in here

when the Dora show up.

(WALKER GRUNTING)

BRAD MARTIN: We started off

training our actors here.

They do as much as they can,

they learn as much as they can,

and perform as much as

they're able to on camera,

and that's what everybody wants to see,

our actors, our heroes doing the action.

All right, so that's where you s*ab.

And then I'll count you in.

And three, two, one, s*ab.

It's an organic hand-to-hand combat,

but they got those spears, man.

When you're choreographing

the fight scene

with spears, you can't fake.

A spear is a spear. You're gonna

(LAUGHS) You know what I'm sayin'?

MARTIN: Working with the Marvel actors

that have done these characters

makes things way easier.

They know the deal. They know what

their characters do in general.

MACKIE: (GROANS) Oh, God.

In terms of the ease and efficiency,

working on a set than working on a stage

is always easier, always faster,

always more controllable.

- And at the end of the day, that's what you need to do.

- (INDISTINCT CHATTER)

You need to control all the elements

when you're making big action.

So we had three of the Dora,

we had all of our guys.

The room was filled with our characters.

And then pretty much everybody

is smashing everybody else.

(CHUCKLES) So it was a lot of fun.

(BOTH GRUNTING)

Bast damn you, James.

NAGELHOUT: It was, in my

opinion, a complete no-brainer

to include the Wakandans.

I mean, Florence Kasumba

is just a force.

Any time I get to play Ayo,

it's always like a Christmas present.

Because it actually

doesn't really matter

where I would have to work.

I'm always excited.

Most of the time, when

I get the phone call,

I don't even know the story.

I only know that I

will play the character,

but I don't really know

what's happening.

And, like the audience, I'm

excited 'cause I have no idea.

I will have to read the books

and train, of course.

I just got used to the fact

that when I get the phone call,

I will always be ready to function,

just because I train the

whole year through,

and am also in contact

with the other women,

for example, who played the Dora Milaje.

And we exchange, and everybody

still continues doing other projects.

But at the end of the day, the minute

you put on the armor and the costume,

you become the character,

and that just feels like home.

I was wondering when

you were gonna show up.

(SPEAKING WAKANDAN)

NAGELHOUT: It was really

important, specifically to Kari

and to the rest of us as well,

that the actors have an opportunity

to feel the location and

to be there in real life.

Originally, we had planned to go to

Puerto Rico for part of the sh**t,

to give the show a bit more scope

because we were based out of Atlanta.

And, unfortunately,

Puerto Rico went through

quite a sizeable earthquake that

really damaged their infrastructure.

Our plan was still to go to Puerto Rico

even after the first earthquake

because we had done a ton of research

as to the seismic activity in the area.

We knew we could get our crews

in and out quickly if we had to.

And, frankly, in talking

with the experts,

even I was comfortable saying,

"Yeah, I'll go. I'll go with the crew".

Because, to me, if I'm willing

to go, that means something.

If I'm not willing to go, but

I'm gonna send other people,

that's not a choice we should be making.

We had prepped the crew

to go to Puerto Rico

in spite of the first earthquake,

and on the eve of going,

they had a second earthquake.

It just came to the point where,

between Disney and all of us,

we just weren't comfortable

sending anybody down there

and we wanted to bring our crew home

that was down there

because we just didn't know.

So, we brought everybody back.

Right as we brought everybody back,

we regrouped, said

"Where can we go now?"

We had planned Prague,

and we were gonna move Prague

to the end of the schedule

to replace the work we were

gonna do in Puerto Rico.

NAGELHOUT: We actually

made it to Prague.

We pulled off what seemed

to be the impossible.

We were having a great sh**t,

we were getting a lot of great

locations and performances.

And about a week into

our time in Prague,

you know, the pandemic hit,

or became very real,

and caused us to shut down.

And, frankly, the bigger fear

at that time was that we would be stuck.

We called our line producer at 2:00

in the morning for her, and said,

"We're getting everybody on

flights out of Prague at 5:00 a.m.

You guys are leaving from 5:00 a.m.

We're gonna start calling every

crew member, waking them up,

to tell them to get

their stuff together.

We're gonna get everybody on flights.

Between 5:00 a.m. and 9:00 a.m.,

everybody's gonna be on these flights".

We had about 100 people there

from the US and we just

started flying people back.

Shutting down for COVID was a big

part of the struggle of the show.

We're glad we did, it

was the right thing to do.

And it, weirdly, gave us

more time editorially

to really think about

what the show could be.

But it also was something we'd

never had to fight through before.

And it's a credit to our crew

that they stuck with us,

they wanted to continue

to make the show.

They were so invested.

Even when we came back

and COVID, obviously, was

still and is still an issue,

to figure out how to

mount the show safely,

and to travel internationally

safely was a challenge.

But it was a challenge worth doing

because I know that it

makes the show feel bigger.

SKOGLAND: I have to say, it

gave us a certain kind of energy,

which was bonding.

You know, it's a big crew

with lots of personalities.

And so, when we're all up against

such extraordinary circumstances,

it creates a brother and sisterhood

that is, I think, a bit extraordinary.

- (BOTH CHEERING)

- (ALL APPLAUDING)

Over the next, obviously, eight months,

all we were doing with Disney is

trying to come together

with a task force

as to how we could restart things,

and when we'll be able to start.

We knew we had to go

back to Prague. Right?

(LAUGHS) We hadn't finished in Prague.

We had to figure out how to

make the Prague government,

the Czech government comfortable with

an American crew coming into Prague.

Because, frankly, Prague didn't

have the same incidents of COVID

that we did at the time.

A lot of our scouting had to be virtual.

We couldn't have people

flying back and forth

in the way that we typically would.

But again, ultimately

our team rallied around

and figured out how to

mount this production.

You know, I will say, a credit

to the writers as well,

because as you're writing, you're

writing to a specific location,

which is gonna dictate a specific story

to get you into Puerto Rico

and then into Prague,

and you have to be

nimble as storytellers.

And in Kari Skogland's

case, as a filmmaker,

to visually get your head

into this new place,

and to figure out how to make it work

seamlessly with the stuff

that we sh*t in Atlanta

that, frankly, was meant to match

with what we were

gonna do in Puerto Rico.

There was a lot of

thinking that went into

how to adjust our entire production plan

to fit the realities of the world,

but a credit to the crew

for figuring it out.

Do we want to live in a world

full of people like the Red Skull?

That is why we're going to Madripoor.

What's up with Madripoor?

You guys talk about it

like it's Skull Island.

BRÜHL: We are in Madripoor.

Dangerous, dodgy, lawless place

where Zemo has arranged

a meeting with Selby,

who's gonna give us, hopefully,

precious information about

the super-soldier serum.

- Now that's the Zemo I remember.

- Hmm.

I'm glad I decided not

to k*ll you immediately.

We have to come here and it's not

We didn't get a warm welcome.

Let's put it that way.

- And it's impressive to see

- (THUDS)

(INDISTINCT CHATTER)

You see? That's what

happens in Madripoor.

High Town's that way.

Not a bad place if you wanna visit,

but Low Town's the other way.

Let me guess. We don't have

any friends in High Town.

SKOGLAND: Ray Chan, our production

designer, is extraordinary,

and we looked for months,

I have to tell you.

And one day, we're

standing in a back alley

of a series of crossroads,

and we looked at each other

and I said, "Do you think?"

And he said, "I think I could".

And I "Okay. Oh, my goodness".

We started looking around

and mapping it out.

And he came up with Madripoor

in a series of back alleys in

a small town outside of Atlanta.

RAYMOND CHAN: We want

to feel the back street,

it needs to be more gritty.

Needs to feel more lawless.

It's a lawless society down here.

Soon as we walked into this

empty street, it clearly was empty,

it was just a two, three,

half a dozen buildings,

of just red brick buildings,

I thought, "This was tight.

It felt claustrophobic.

What can I do with it?"

Several months of research,

and we found this back street

in Hanoi, in Vietnam,

where the homeowners would

step out of their back doors,

and there was this rail track

running literally two feet

away from their back door.

I thought that would be an interesting

concept to bring to this street.

And having traveled the world,

I thought this is quite iconic,

a bridge that I used

to cross in Mozambique,

this heavy industry bridge.

So I married part of Mozambique

and a bit of Vietnam.

ZEMO: Here we are.

(SPEAKING RUSSIAN)

called the Brass Monkey Bar.

It's an open bar. You can see

the stars through the ceiling.

We thought we would look

at it with the fixtures

being able to give enough light,

and, you know, not to light the set,

but to have a cool ceiling,

a geometric ceiling.

Here, to your left, are

these crazy monkey skulls.

My art director, Jennifer,

she scoured the Internet,

and we purchased three skulls,

I think from memory,

and we sent them to our

staff shop, which they cast,

I think, about 115 or 120 skulls.

And yeah, so that's a homage

to The Brass Monkey.

BARTENDER: Wasn't expecting

you, Smiling Tiger.

His plans changed.

CROW: Anthony's character,

Sam, is very straight-laced.

We play him as very, sort

of, conservative dressed.

His clothes are, sort of,

every day, every man.

I mean, we did do some crazy

stuff with him on this show,

the wild African suit,

and he was totally game to go for it.

- MAN: Cut.

- MACKIE: Whoo!

I'm on. Let's roll again. I'm on!

Sebastian is great to work with

'cause he gets into the character,

and wants to know why are

we picking these things.

And because he's sort of

newly in the modern world,

I tried to make it feel as classic

and vintage as we could.

Image-wise, it makes it very interesting

to see these three guys dressing

up in a very different way.

We have to do something about this.

I'm the only one who looks like a pimp.

BRÜHL: It was fun to have

these couple of scenes

with the full outfit, you know,

with that incredible coat.

We had a lot of fun developing it.

You know, it's kind of based on

a World w*r II Russian m*llitary,

Polish m*llitary overcoat,

and then we tried to make it a little

comic book-inspired on top of that.

Yesterday, I had a day off,

and I went to a comic shop

to see if I could find

some covers of Zemo.

So I got myself a couple

of comic books with Zemo.

And it's just great to finally

look like him in the comics.

Hello, guys. Do you like my style?

You can have it as well. Suitkovia.

We offer elegant clothes,

but also casual clothes.

Pajamas, sweaters, T-shirt,

socks, sneakers, everything.

(SPEAKS RUSSIAN)

in Sokovia. Check out Suitkovia.

MAN: Cut.

(ALL LAUGHING)

We created this marvelous space

for our characters to,

sort of be off-grid.

WOMAN: Well, this is too perfect.

Drop it, Zemo.

Sharon?

SKOGLAND: After a series of mishaps

with the S.H.I.E.L.D. and such,

she has had to go to a place

where you can live with impunity.

I also took the wings for your ass

so that you can save

his ass from his ass.

Unlike you, I didn't have

the Avengers to back me up.

So I'm off the grid in Madripoor.

Bringing back Sharon Carter

was something that we explored

even in Avengers three and four.

And the truth was there were so

many characters in those films,

you couldn't really do

her character justice,

nor where we had left her in Civil w*r.

And interestingly enough,

divorcing her from her

relationship with Steve Rogers

actually allowed us to explore a

different side of the character.

Because now, she doesn't have to

be the white hat who is only good.

Now, we can explore what happened

to her as a result of Civil w*r,

and some of the more

morally gray choices

she's had to make to

survive in the universe.

SHARON: At some point, I

thought if I had to hustle,

might as well enjoy the

life of a real hustler.

You know how much I can

get for a real Monet?

Just a little bit tougher,

a little raw, you know,

rough around the edges.

A totally different version of Sharon

than we've seen in the films.

VANCAMP: There's so much

about this that I've loved.

I got to do, physically, a lot

of stuff in this one that

It's always nice to get

back into your body and

I used to be a dancer,

so doing fight training

and all of that stuff was a lot of fun.

There you go. Feel that

angle? Good. You got it.

- WOMAN: There you go.

- MAN: Good. There you go.

One thing we thought was interesting

was positioning Sharon Carter

as somebody who you think

is naturally altruistic,

but building the mythology

of this Power Broker

who also plays in Madripoor,

a new corner of the

Marvel Cinematic Universe.

And the mystery of who

the Power Broker is,

we hope is satisfyingly

revealed in episode six.

Drop your w*apon, Karli.

SPELLMAN: I thought for sure

the Power Broker storyline

was not gonna work.

Sometimes, we would be too heavy-handed.

You're like, "Nah, we see it coming".

And sometimes, it would be too thin.

And then, the more we

start to work on it,

the more you start to work on it,

you're like, "Oh, this is great".

Come back and work for

me again. All of you.

We can make a difference together.

You just want me because

you need your muscle back.

Without us Super Soldiers,

how much power does the

Power Broker really have?

More than you.

MOORE: We knew we needed an antagonist

to challenge the notion of symbols

and ideology in the show.

And the Flag Smasher from

the comics, Karl Morgenthau,

is much different,

visually and in conceit,

than Karli Morgenthau is in the MCU.

But the root of that

character is the same.

You're becoming a bit of a legend.

I hear more and more people

talk about the freedom fighters

who are pushing back.

Nothing in this show works

without Erin Kellyman.

SKOGLAND: What we were looking for was

kind of that innocent face that she has.

I wanted her to be unexpected.

You okay?

It had to be someone who,

besides being instantly likable,

was someone who, in her

eyes, has the resolve

and the toughness of having

had, perhaps, a background

that is written in her face.

It doesn't have to be a w*r, Karli.

They started a w*r as

soon as they kicked us

out of our new homes

and onto the street.

People all around the world

need me. Millions of them.

I can't speak for millions,

but I understand you.

Can't have a hero and a

villain in the room together,

having a conversation, and be honest

unless it is earned at every level.

And the first level is the actor.

I'm trying to figure out if

I need to k*ll your brother.

I thought I could trust him.

I'd had, like, a few FaceTimes

with Kari and Zoie.

But obviously, you can't

put anything on that.

So when I got told that

I got it, I was like,

(CHUCKLES) "This is gonna be wild".

Like, I think it didn't

sink in straightaway.

I don't even feel like

it's fully sunk in now.

(INDISTINCT CHATTER)

Oh, it's very dramatic. (CHUCKLES)

KELLYMAN: I knew that

it was a comic character,

so I'd done like a bunch of research.

When I realized it was

a guy, I was like, okay,

this is pretty sick that, first of all,

they've turned him into a girl.

The movement is ready.

They're not going to stop.

Not unless we make them.

KELLYMAN: In the comics,

in the research that I did,

it was kind of more

pressing towards a villain.

And now that I've

kind of got the scripts

and understand her a little more,

I know that it's all out of

a good place. You know?

Do you remember how scared we

were when we took the serum?

DOVICH: (SNIFFLES) Yeah,

don't think I'll forget that.

(BLOWS) Felt like my veins were on fire.

I prayed it'd k*ll me.

But it was worth it.

SPELLMAN: In constructing the character,

we were like, "Let's make her a kid".

And, "Let's make her tap into the

spirit of how people feel today".

And even though the

pandemic hadn't hit yet,

that all just exacerbated

a feeling folks were having.

And if you're Black, you've

been having it your whole life,

which is, the game is rigged,

the people who are at the top

are becoming irresponsible.

We accept that the game is rigged,

but now, they're getting irresponsible

in how much they're taking from us,

and people just have to push back.

And we wrote Karli as a hero.

She is a hero that goes bad.

I don't wanna hurt you.

You're just a tool in the regimes

I'm looking to destroy.

You're not hiding behind a shield.

MOORE: The legacy of Steve Rogers is

people have always tried

to recreate that serum

and it has never gone well.

You can ask Bruce Banner, who,

to some degree, became the Hulk

because General Thaddeus Ross

wanted to develop his

own super-soldier serum.

Steve has always been the

pinnacle of what should be.

We thought it was interesting, again,

in dealing with the legacy of the shield

to see what happens if

somebody successfully

did figure out how to break

the super-soldier serum code,

and who those Super

Soldiers then become.

It doesn't even matter if we die.

The movement is strong enough

to continue without us.

MOORE: And I think that's what makes

the Flag Smashers so interesting.

Is you get to explore the different

side of what happens when people

who, frankly, sometimes are

downtrodden or overlooked

are given power that

they don't typically have.

- KARLI: You shouldn't have come here.

- (GRUNTS)

We're in episode 102.

And this is the first time

that Sam and Bucky

have fought beside each other,

and they're not doing terribly well.

Good of you to join the fight, Sam!

(GRUNTS)

- Punch, kick, punch, punch!

- (ALL LAUGHING)

And John Walker arrives

kind of out of the blue.

John Walker, Captain America.

- Lemar Hoskins.

- Looks like you guys could use some help.

SKOGLAND: First time

they see him in action.

And so it's his first action b*at

as well as Captain America with Lemar.

And the whole thing

is a complete cluster.

Then on top of it, they're

facing Super Soldiers

and they are completely

overwhelmed with what that is.

STAN: No!

SKOGLAND: We started

dreaming up this sequence,

I would say, about eight months ago.

And we had little toy cars

and little toy trucks,

and, we went through, I don't know,

probably 12 or 15 different

versions of this sequence,

because it was so difficult

to achieve on the one hand

to imagine on the other,

with this many people

dealing with all the various elements

that one has to deal with.

The truck sequence

was always challenging.

Mostly because they all

need to stay on the trucks.

No one can fall off the truck.

No one can get back on the truck.

Falcon can fly around a little

bit, but for the most part,

just the design of it, it was

a very challenging design.

We had fake trucks that were

four feet off the ground

and they could be moved

around on air a bit,

we had people fighting on those.

Then we got real trucks

and we had a couple of sh*ts with people

fighting on real trucks, but not many.

We're sh**ting in Atlanta.

We sh*t plates of a road that we thought

might be able to double

for some part of Germany.

Then it became clear that,

Atlanta does not look like Germany.

So, what was a bunch

of guys on a blue screen

that we're gonna replace the background,

now becomes a complete

digital environment.

So, digital mountains in the background,

all sorts of German trees.

Everything needed to be touched.

Bucky is hanging

onto the side of a truck

with spinning wheels right by his head

that are completely digital.

The road is completely digital.

There's a sh*t where Walker falls off

the back of the truck in Atlanta

and then we cut to him

getting up in Prague.

We need to make both

of those things match

and both look like Germany.

Adding digital cars and digital

trees, make everything match,

it was kind of amazing.

(BOTH GRUNTING)

- (GROANS)

- Could have used that shield.

SKOGLAND: When starting any

series, you wanna kick off

with as much promise of what the

series is going to be as possible.

WATERSON: We had to say, "What

don't we know that Falcon can do?

What are some cool other things

that the Falcon we know he can do

that we haven't seen before?"

NAGELHOUT: Part of the mandate is,

all right, well, if we're

gonna do Falcon

as a titular character finally,

he's gotta have the best Falcon action.

SKOGLAND: I think the

opening action sequence,

kind of, took us down that path

in the sense of a, just a, "Holy cow".

If we get to the border,

he's not gonna follow.

- (CLICKING)

- What's up?

We spent a long time on this sequence.

This sequence was always

part of the show.

It moved around parts of the show

and it was supposed to be

like this big amazing thing.

Like any sequence we start with pre-vis

and we work through the blocking

based on storyboards

that have been done.

And then we looked at the pre-vis,

like, "Okay, how are we gonna do this?"

NAGELHOUT: One of the things

that we did was actually,

we sh*t a group of skydivers.

And so, we had all this

great reference material.

LEVEN: We have, literally, the

world's best wingsuit fliers

who are ready to do this stuff for us

and get these sh*ts that

no one has ever seen before.

Everyone was really excited about it.

We spent several days

pushing people out of planes

and getting all those suits

(CHUCKLES) Those wingsuits are all real.

And we were inspired by a team

that does that, you know,

flies through canyons.

MOORE: They all had Blackmagic cameras

that we were able to mount on them,

and then had head-mounted cameras.

There are a few sh*ts

from that skydiving sh**t

that made it into the sequence.

So, you get those pops

of real that, I think,

help with the suspension of

disbelief for the audience.

And, you know, we had Mackie on wires.

I could do a Will Smith one.

- I can go for what, "Sweet Jesus!"

- (ALL LAUGHING)

NAGELHOUT: We had real Mackie,

you know, folded in wherever we could.

Most of the helicopters were

CG. We did have a buck,

like a helicopter buck,

for the interior work,

'cause obviously, the actors

have to interact with something

but we even replaced the buck

because it was a very

specific kind of helicopter

that we wanted to see in

the sequence that would fit

the storytelling of the

villains in that sequence.

And that's a huge testament

to our visual effects team,

to Victoria, to Eric Levin.

It's a pretty amazing thing.

For me the most impressive

thing about it

was being able to mix all the

different techniques that we have.

You know, it's one thing to have

a fully animated CG landscape

and make it look as

photo-real as possible.

But making sure that we do have

close-ups of Anthony Mackie,

a couple sh*ts of him flying

on wires and the stunt guys.

And the aerial guys

jumping out of airplanes.

Having enough sort of realistic stuff

so that when you put it all together,

you're not sure how we did anything.

We gotta find another way!

I just did.

(GRUNTS)

MOORE: The idea is to make it seamless.

The idea is that it is a shared universe

that you can never know what to expect.

So, characters may come

in and out of shows,

may come in and out of films

in a way that hopefully feels organic.

DON CHEADLE: We're sh**ting

a scene in the museum,

where, Falcon, Anthony's character, Sam,

is deciding whether

or not he's going to

Well, I guess he's decided

that he's going to actually give

the shield to the museum to hold

as opposed to him taking it on

and becoming Captain America himself.

I think Rhodey both understands

why Sam doesn't wanna take it on.

He's been in a similar

position with Iron Patriot,

with a decision about Iron Man.

But I think he also

wishes that he would,

because he thinks it's

very needed right now.

The world's broken.

Everybody's just looking

for somebody to fix it.

Don Cheadle and I discussed

the role a few times before he got here.

And he really wanted to bring

something to the character,

and we talked a lot about,

then, also, the one guy

who could really understand

the complexity

of what it is for a Black

man to carry the shield.

He is the one guy who Sam could

connect with on that level,

and, so that became a really complex

dance between the two guys.

You know, for me,

watching the two of them

go through this amazing history

we sh*t in our version

of the Smithsonian,

which was the history of

the Howling Commandos

alongside Captain America,

and it was so poignant to see

them walking through the history

as we're putting that history to bed,

you know, it was giving us all chills.

NAGELHOUT: I think

something the comics do,

which works for that medium,

is they assume that

a mantle has to exist.

Of course there's gonna

be a Captain America.

If something happens to Steve,

somebody's gotta pick up that shield.

That's a very, you know,

comic book-true statement

and it works for that

format, and it's great,

and it allows you to see that

shield pass through hands.

However, when you translate that to

a live-action sort of grounded story,

and to our real world,

it's really important to

ask the question of why.

Why does there have to

be a Captain America?

What does it mean today

versus what it meant

when it was created in the '40s?

And what does it mean

to different people?

SAM: Feels weird

Picking it up again.

The legacy of that shield is

complicated, to say the least.

MACKIE: Sam, you know, being

a soldier and being a veteran,

being a counselor,

he realizes that as a people,

we're all Americans.

I'm not Black Captain America.

Steve wasn't white Captain America.

He was solely Captain America.

So as a society, as a country,

we need to realize

that all the people who are

citizens here on this soil,

no matter what their origins

are, they're Americans

and, you know, the old adage,

"I am my brother's keeper",

comes into play, you know.

Sam realizes he deserves the right,

he's earned the right

to be Captain America

and that has nothing to do

with his race or his background.

I ain't gonna lie. You're special.

Thank you.

I mean, you ain't no Malcolm

or Martin, Mandela, but

No argument there, but I

know what I've gotta do.

MOORE: Isaiah Bradley

is a character, I think,

comic fans have been clamoring for,

but most fans won't know.

he was a Black soldier who,

much like the Tuskegee Airmen,

was tested on to try and recreate

the super-soldier serum.

The secret of Isaiah Bradley

is that it worked,

but because of his race,

he was sidelined

by the American government

and became a pariah.

You think you can wake up one day

and decide who you wanna be?

It doesn't work like that.

When you have two characters

like Sam Wilson and Bucky Barnes,

who are so close to Steve,

to meet a Super Soldier who had

a completely different experience

than the one that Captain America

had, is gonna be eye-opening

and very much informs Sam's

feelings surrounding the shield.

Whether or not that's a legitimate

thing to wish for or to not.

ISAIAH: That what I think it is?

Mmm-mmm. Leave it covered.

Them stars and stripes don't

mean nothin' good to me.

When we first started

talking with Malcolm,

that was actually a character

he asked about first

because, as a Black man reading comics,

that was a story that really

resonated with him

when you go back to Truth:

Red, White and Black.

So it was something that he

really brought to the project

and I think really enriched

the story-telling,

'cause it's a point of

view that is often lost,

and again, unfortunately,

society sometimes

catches up with narrative.

It's something that we're talking about

very much in our everyday lives.

What is the journey of being

Black in America through time?

Not even just in the modern days,

but in the '40s, in the '50s.

It's always been quite

a different journey.

And this gets to be an interesting lens

into that time and that character,

which very much informs how

people feel about race today.

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 b*rned 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?

He becomes the embodiment

of your hero's fears.

Isaiah is challenging Sam

just on whether or not a Black

man should be Captain America.

He has that line where,

"They will never let a Black

man be Captain America,

and even if they would,

no self-respecting Black man

would ever wanna be".

We didn't want Isaiah

to be wrong about that.

That's gonna be part

of his ongoing struggle.

He says, "Man, I know every

time I pick the shield up,

a portion of the world's

gonna hate me for it".

Sam gotta live with that as he goes

off and tries to make this work.

It's been an emotional experience,

especially in the time

in which we live in now.

For Marvel to give me the

opportunity as a Black man,

from the south, to become

Captain America,

I think, says a lot, not only

about the work that I've put in

to get to this point that they

would entrust me with that,

but the way that they're hoping

to change the way

society looks at itself.

Look, you people have just as

much power as an insane god

or a misguided teenager.

The question you have

to ask yourself is,

"How are you gonna use it?"

That last speech that Sam has,

that's me and Anthony on

the phone for a few hours.

Anthony has a Black man's

perspective on the world.

And he's like, "Mal, I

gotta believe this, right?"

So the first thing we did was

we had Sam talking to

somebody in that scene

instead of giving a speech.

And then, the next thing was me

on the phone with him for hours

making sure he felt honest at

every single line in this thing.

You know what I'm saying? So

now we are super proud of that.

We finally have a common struggle now.

Think about that.

For once, all the people

who've been begging,

and I mean, literally begging for you

to feel how hard any given

day is, now you know.

SKOGLAND: The final costume is

very much drawn from the comics.

Drawing from the comics

was really important

because it had its own

legacy to start with.

So all the detail

that goes into every

And I can tell you, months of

thought went into every seam.

Not only in the building of

it, but in the design of it.

CROW: It's kind of a

breath of fresh air.

Visually, it's almost the reverse

of the other costumes we've seen.

There's a lot of white

as opposed to all the navy

and red that we've seen before.

The upper torso and his face

are really kind of highlighted.

LEVEN: Captain America's new costume

had a very specific cowl

design that they wanted.

And it was very difficult to

build practically in real life,

so when Mackie would move

his head around, it would flex.

Because there is no magical

material that can have that shape

and that flexibility and not move around

in a way that they didn't want.

So, they knew when they built it.

"This is gonna be really tough,

you're gonna have to help us out".

And as it turned out, you know,

there were dozens and dozens,

probably hundreds

of visual effects sh*ts

just to make that cowl look better.

So that it looks heroic and

doesn't have weird gaps.

We don't want to see

any seams in the costume,

we don't want to know that

it was closed by Velcro.

It's just magically

It's a magic costume

built by the Wakandans,

so we need to bring that to life.

MACKIE: All right, watch this!

SKOGLAND: I think it was

all to support a combination

of what the overall red, white

and blue look was going to be

and that it had to be

bright and positive.

There had to be an ultimately

positive vibe to this,

you know, sparkling person (CHUCKLES)

Which is, and really beautifully, shown,

I think, in the final speech.

It has a, you know, a bit of a knight

in shining armor quality to it.

STAN: It's a new Captain

America, you know,

it's a new angle, and it's a new vibe

and I think he's got

some really cool things

that are being explored in

this from the idea of family,

pursuit of happiness

versus this American Dream

that's bestowed on all of us,

but certainly how a

Black man deals with that.

I mean, there's all kinds

of actually complex,

very specific issues dealt in this

that are very applicable

to the times that we're in.

This isn't about easy

decisions, Senator.

You just don't understand.

(SCOFFS) I'm a Black man

carrying the stars and stripes.

What don't I understand?

I know what it is to deal with

something bigger than me.

With everything that's

been going on with COVID

and the murders of Breonna

and the m*rder of George Floyd

and, you know, the

riots and the activism

going on with the young

generation now and, you know,

the Black Lives Matter movement,

it's been jarring to me and surprising

how timely this series is.

My truth has changed

and evolved so much.

As far as me being a father,

as far as me being a man, and

as far as me being an American.

And a lot of that has come out

of this role and this series.

So, it's been humbling in a real sense,

but also inspiring to think

that my sons will be able

to turn on the TV and see,

a Black Captain America.

ISAIAH: Ain't gonna be easy, Sam.

SAM: Yeah, I might fail. I might die.

But we built this country.

Bled for it.

I'm not gonna let anybody

tell me I can't fight for it.

(MUSIC PLAYING)