Nightmare Fuel / The Falcon and the Winter Soldier

Bucky: Something's not right about Walker.
Sam: You don't say.

— "The Whole World Is Watching", mere hours before Walker goes full Homelander.

The Falcon and the Winter Soldier decides to hearken back to Anthony and Joe Russo's Captain America movies, and succeeds in bringing unnerving moments drenched in realism.

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Moment subpages are Spoilers Off. You Have Been Warned.

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Episodes

Episode 1: "New World Order"

• The Flag-Smashers operation is a downplayed—yet no less terrifying—demonstration of Beware the Superman: with superpowered individuals among them, it was very easy for them to tear through local police (and even a special ops soldier like Torres). As Sam pointed out, considering Torres got stomped in the face by a superpowered Flag-Smasher, he was pretty lucky.
• Bucky's nightmare shows us The Winter Soldier carrying out an assassination, taking out an entire security team with terrifying efficiency, including punching through a wall and pulling a guard back through it, and crushing his target's windpipe while flatly saying "Hail HYDRA." He then turns on Yori's son, who is shaking too hard at witnessing this to properly insert his room key (the resulting sound giving away his position), and shooting him in the head. Worse, we get to see Yori's son's panic from his own perspective, making the terror that much more palpable.

Episode 2: "The Star-Spangled Man"

• Isaiah Bradley's backstory: worked as a superhero/super-soldier for the government for years, was eventually thrown in prison (as an excuse) because he decided to disobey orders and rescue his imprisoned squadmates, and then got experimented on for thirty years to see how he worked. He's still visibly affected by it years later, and being wrongfully accused of a crime and imprisoned isn't an entirely fictional thing.

Episode 3: "Power Broker"

• Walker loses his shit and screams "DO YOU KNOW WHO I AM?!" at the guy who helped the Flag-Smashers in the last episode after he spits in his face. He punches him in the stomach and looks ready to beat him to a pulp with the shield, but Lemar calms him down. It's brief, but it is foreshadowing what is going to happen in the next episode. Then John and Lemar admits they need to "go off the books" in order to commit to their duty, this is an unsettling and chilling sign that despite their good intentions, they are about to become Those Who Fight Monsters from that point on.
• When Zemo is harassed by Selby's goons at the bar in Madripoor, he siccs Bucky on them, who is pretending to be the Winter Soldier. He absolutely destroys them, with the full Winter Soldier theme from Captain America: The Winter Soldier playing in full force. He's so violent, that Sam has to ask Bucky if he's okay to make sure that he's not Lost in Character.
• While making a drink for Sam in his Conrad Mack disguise, the bartender takes a live snake and cuts it open in front of everyone's eyes, before taking out a part of its guts and dropping it in Sam's drink. Understandably, Sam is utterly squicked out and disturbed at this, taking a significant amount of time to even bring the glass to his lips.
• When meeting Selby, Zemo offers to sell Bucky under the guise of the Winter Soldier. If this wasn’t bad enough, the way Zemo touches Bucky's face as he makes the offer makes it clear that his uses as an assassin aren’t the only thing “for sale”.
• Karli car bombs a building full of innocent people, fully transitioning the Flag-Smashers from Robin Hood-figures to full-blown terrorists. The fact that she looks genuinely confused at Dovich's horrified reaction makes it even worse.

Episode 4: "The Whole World Is Watching"

• This episode marks the second time (and first major time) a Marvel Studios-produced MCU work shows actual bloodshed from a human character that was a result of a kill. Not alien blood, not robot oil; genuine human blood. Worse, because of the episode's events and the Gory Discretion Shot, most of what's shown is on Captain America's shield.
• During their heart-to-heart, Sam gets Karli to let slip just how murderous and megalomaniacal her rationalization of her actions has become.
  Sam: Would you do it? Grow your army? They're killing innocent people.
  Karli: They're not innocent. They're roadblocks in my journey, and I'd kill them again if I had to.
  Sam: ...wow...
  • Immediately after, Karli digs herself deeper by blaming Sam for supposedly tricking her into saying something so sadistic, even though all he did was call her victims. Worse, subsequent events ensure that the point he was trying to get her to realize failed to sink in, resulting in her only getting worse with little indication that she will slow down now.
• The bone-chilling Wham Shot of John Walker holding the blood-stained shield that once represented America's hope. And before that, Nico's very brutal death at Walker's hands, which is made even worse by the fact that in a previous scene, Nico mentioned how he was a Captain America fan when he was younger. Makes you wonder if this is how the Mêlée à Trois in Siberia would have turned out had Steve not shown restraint after Tony blew Bucky's arm off and severely crippled him.
  • Just to drive those parallels home, they use the Civil War theme for the moment before this scene. If you listen to the very start of the airport fight track from Civil War, it's identical to the more subtle notes of the theme just before Walker snaps.
    • One could say Walker is acting like a mix of both Cap and Tony from the Siberia altercation. The way he holds the shield up to bring it down on Nico is like Cap disabling Tony's arc reactor if Cap had Tony's mindset from that fight. But since Nico is a total stranger, Walker has no reservations about killing him.
  • To further rub salt in the wound, Lemar was Walker's last bit of conscience that prevented him from driving off the deep end. With him dead, what's to stop him from doing much worse to Karli and the Flag Smashers other than Sam and Bucky?
  • There's also this shot, which almost makes Walker look like the Red Skull.
  • When Walker's finished, there's a slight look of satisfaction on his face. Like he's proud of killing the guy. He doesn't start to look worried until he realizes he's on camera.
  • And right after this come the end credits: there's no sign of the usual jaunty Louisiana Hero by Henry Jackman — instead, it's replaced by a haunting, somber theme tune, really hammering in the ramifications of Walker's actions. The stakes have just gotten that much higher.
  • "The serum amplifies everything that is inside. Good becomes great, bad becomes worse". Long after Steve and Red Skull gave us the initial comparison, the serum's other side effect was brought back with full force...
• How simply realistic and quick Lemar's death is. He tries to tackle Karli in order to save John's life but Karli punches him into a stone pillar, killing him on impact. There’s no last words or a heartfelt speech to John before he passes, he's just dead, with everyone in the room stopping cold when they realize what happened. It’s an eerie reminder of how in a world full of sorcerers, super soldiers and billionaires with advanced suits of armor, it’s all too easy to die if you’re a regular person. The only silver lining is that he died too quickly to suffer.
  • And the worst part? If Karli's reaction after that is any indication, Lemar was killed by accident.
• Zemo might be more affable and charming in person these days but he's not even remotely eased up on his determination to wipe out super soldiers and supers in general. And now he's gone fully rogue.
• Earlier on in the episode, Zemo shows his manipulative tendencies in full display by offering some local Latvian children some sweets and cash in order to get info on Karli's mother. The fact that he prefaces it with an incredibly unnerving rendition of "Ba Ba Black Sheep" really doesn't ease the mind.
• Karli shows how far she's willing to go by calling Sam's sister Sarah and not only revealing she knows where she is, but also threatening her two sons as well if she doesn't convince Sam to meet with her. She subsequently claims that she would never actually harm them, but by then we've seen how prone she is to sliding down the slippery slope of morality.

Episode 5: "Truth"

• After the murder he committed in the last episode, Walker looks crazy enough to be ready to do it again... only this time he's trying to kill Sam and Bucky when they try to take the shield from him.
  • Walker at one point manages to subdue Sam, hisses "I! AM! CAPTAIN AMERICA!" before ripping off Sam's wings, then nearly beats him to death with the shield. If Bucky had been a half-second slower, Sam probably would have died, and likely with more graphic injuries than Nico since he never took the super-soldier serum.
  • Although it is badass and well deserved, the way Sam and Bucky end up taking the shield is absolutely brutal. Realizing that Walker won't stop until he kills them both, Bucky pins down Walker and holds his shieldbearing arm out, then Sam uses his jetpack at full speed to break Walker's left arm with a Sickening "Crunch!", just to get him to drop the shield.
• Walker forging his own shield after the original was confiscated from him by Sam is not just a reminder of how far the man has fallen, but how obsessed he actually is with being Captain America. He could have picked any other weapon, or be just a super soldier with super strength, but no, he has to be Captain America, even if he has to make a mocking facsimile of that symbol to do so.
  • His newfound Madness Mantra of "I am Captain America" makes it even worse, as he has gone from trying to earn the mantle to feeling like it's owed to him.
  • Him using his own Medals of Honor as stars on his shield is just... ten kinds of twisted, narcissistic creepy. They were already a reminder of the worst day (possibly second worst, now that he's lost Lemar and his career) of his life, but now he's putting them on his Captain America shield like some dark reflection of the honor, valor, and dignity the original represented.
• Shortly after Walker is other-than-honorably discharged by the U.S. government, he and his wife are talking about what comes next. The problem is, someone comes up and joins the conversation, basically telling Walker he did the right thing even though he clearly didn't. The someone in question is Contessa Valentina Allegra de Fontaine...
  • Take note of how she literally inserts herself between Walker and his wife in the conversation, essentially blocking out one of the few voices of reason Walker might still listen to. It brings to mind the way domestic extremists end up shutting themselves away from their loved ones thanks to the rhetoric of their enablers.

Episode 6: "One World, One People"

• The entire sequence where the GRC senators are kidnapped by the Flag Smashers is nothing short of terrifying. Sure, the show may not have the best opinion on the US government in the slightest, yet it's still pretty terrifying to be in that kind of situation, especially considering that this aired only a few months after the U.S. Capitol was attacked by a violent mob bent on overthrowing the government.
• Sharon brutally kills Lennox by way of mercury vapors, causing his skin to bubble and boil. Holy shit. It's like the writers were hinting towards a certain reveal about her character.
• Walker's Roaring Rampage of Revenge against the Flag Smashers is pretty menacing. The man is legitimately unhinged and out for blood, and it shows as he proceeds to brutally beat down and crush anyone he can get his hands on, to the point where he fights more like the Hulk in his scenes. It's a very, very good thing he came to his senses when he did.
• Sharon's reveal as the Power Broker is both a Tear Jerker and an example of nightmare fuel. Imagine coming across an old friend, seeing that they have changed, become more sullen and cynical, only to find out that they have become a criminal mastermind. While Sam and Bucky don't find out, it's a scary thought that they unknowingly helped one of the most dangerous crime lords on the planet get access to the CIA's top secret weaponry, all so she can sell it to the highest bidders across the globe.
• A prison van containing the remaining Flag Smashers gets blown up, and it's quickly revealed to have been committed by Zemo's butler Oeznik. We later find Zemo in his cell at the Raft hearing about the news on the radio, and grinning in reaction to it. Even from the Raft, Zemo has Wilson Fisk levels of influence.

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