Falcon & Winter Soldier Episode 5's Surprise Marvel Character Explained

Warning! Spoilers for The Falcon and the Winter Soldier episode 5.

The Falcon and The Winter Soldier episode 5 introduces Julia Louis-Dreyfus as the Marvel villain Valentina Allegra de Fontaine, and here's everything to know about the character and future in the Marvel Cinematic Universe. The spotlight of the Marvel Studios production is squarely on Sam Wilson aka Falcon (Anthony Mackie) and Bucky Barnes aka the Winter Soldier (Sebastian Stan), but The Falcon and The Winter Soldier has also introduced multiple other comic characters, brought back other MCU veterans, and sets up future storylines.

In the penultimate episode of The Falcon and The Winter Soldier, the show's multiple storylines collide to set the stage for the upcoming finale. Sam and Bucky take Captain America's shield from John Walker, while Baron Zemo is captured by the Wakandans. Meanwhile, the Flag-Smashers plan their next move, and Walker is stripped of the Captain America title entirely. The latter happens as a result of the very public killing of a Flag-Smasher and leaves Walker angry and on his own. The Falcon and The Winter Soldier episode 5's post-credits scene teased he isn't done playing the role of Captain America, but the biggest surprise came earlier in the episode.

After Walker is told that he is no longer Captain America, he is approached by a brand new character in the MCU. Julia Louis-Dreyfus proved to be the episode 5 cameo teased by those involved with The Falcon and The Winter Soldier. She isn't in the episode for very long and doesn't give Walker much information about herself. Thankfully, her role as Contessa Valentina Allegra de Fontaine is lifted from Marvel Comics. Here's an explanation of her comic history, role in The Falcon and The Winter Soldier, and MCU future.

Who Is Julia Louis-Dreyfus' Contessa? Madame Hydra Explained

The MCU's version of Contessa Valentina Allegra de Fontaine is still largely mysterious after her introduction in The Falcon and The Winter Soldier episode 5. She is played by Seinfeld and Veep star Julia Louis-Dreyfus and is only on screen for less than two minutes. Despite the brief appearance, Julia Louis-Dreyfus' MCU character is set up to be a bigger player in future storylines and possibly even the final episode of The Falcon and The Winter Soldier.

She approaches John Walker right after his meeting with government officials and being stripped of the Captain America title. Contessa Valentina Allegra de Fontaine immediately begins sympathizing with Walker about killing one of the Flag-Smashers and even says he should've killed them all. She then confirms she knows that Walker took the super-soldier serum, which is not widely known at this point, and begins recruiting him for her own cause. Valentina mentions that picking up the phone when she eventually calls will be the best decision Walker has ever made in his life. She even tells him not to worry about losing the Captain America shield to Sam and Bucky or returning it to the government, since it doesn't technically belong to them either.

Contessa Valentina Allegra de Fontaine Comics Origin, Powers & Nick Fury Link

The comic origin for Contessa Valentina Allegra de Fontaine dates back to 1967 when the character first appeared in Strange Tales #159. Valentina trained to become a member of SHIELD and quickly rose through the spy organization's ranks. She has no superpowers to speak of, but her training with SHIELD makes her an expert hand-to-hand fighter and marksman. Her days with SHIELD eventually saw her lead the Femme Force, a group of elite female fighters. It was during her years with SHIELD that Valentina crossed paths with multiple prominent Marvel characters, such as Nick Fury, Captain America, and Sharon Carter. She and Fury developed a romantic relationship during this time, but she was often jealous of Fury's continued interest in his ex-girlfriend. This led Val to flirt with Captain America occasionally to make Fury jealous and at one point brought the two men to briefly fight over her. Her flirting with Steve Rogers also drew the ire of Sharon Carter.

Valentina was faithful to Nick Fury's leadership at SHIELD for years, resulting in her having to go underground at times when he was in danger. She even persuaded him to get SHIELD disbanded and helped him destroy what was left of the organization. It was later revealed that Val was a sleeper Russian spy and brought her to secretly join Hydra. She assumed the title of Madame Hydra, which has been held by multiple women in the comics, and manipulated the organization to do what she wanted. Val's loyalties turned again when she betrayed Hydra to side with the secret organization known as Leviathan. This sparked a war between Leviathan and Hydra. Val turned herself over to Interpol at the conclusion of this conflict.

Why Val Tries To Recruit John Walker

John Walker in Falcon and Winter Soldier episode 5

Val's arrival and recruitment of John Walker is likely a sign of her plans that will surely extend into the MCU's future beyond The Falcon and The Winter Soldier. She appears to have an interest in super-powered individuals. This doesn't feel like her first time recruiting someone to join her cause, either. Val approaches John Walker at arguably the lowest point in his life and extends an offer that could allow him to continue being the "hero" he thinks he is. The brevity of Val's appearance in The Falcon and The Winter Soldier and overall vagueness with the scene and character doesn't give the MCU enough time to properly spell out what she's planning.

It is possible that Valentina is assembling her own super team and wants John Walker to be part of it. There aren't many super-soldiers running around in the MCU, so getting John Walker on her side could go a long way in making Val's mysterious plans possible. As for what those plans are, taking down the Flag-Smashers could be part of the equation. She could also be interested in the super-soldier serum that now runs through Walker's veins. Her knowledge of him taking the final vial of the serum likely isn't a coincidence or by luck. Val could be one of many people in the MCU who want to create more super-soldiers and Walker is the most accessible and susceptible target.

Who Val Is Working For In The MCU

Falcon And Winter Soldier Episode 5 Julia Louis-Dreyfus Valentina

Due to the current state of the MCU and Valentina's history of working with SHIELD and Hydra in the comics, it is not clear who she works for. SHIELD was destroyed a decade ago in-universe and Hydra fell around the same time after its sudden resurfacing. Val could have served SHIELD or Hydra (or both) in the MCU's past, but it is unclear if either affiliation would still be important at this stage. It is unlikely Val is behind a revitalization of SHIELD, especially with the MCU turning its attention to SWORD, but she could be responsible for Hydra's potential return, allowing her to assume the Madame Hydra name within the MCU.

There is also the chance that Val isn't working for anyone in the MCU and is the one calling the shots. The Falcon and The Winter Soldier has teased the existence of the Power Broker throughout the season, but the identity of the individual has not been revealed. Sharon Carter is currently the fan-favorite suggestion to be revealed to be Power Broker, but it could just as easily be Valentina. She's clearly in a position of power, knows about the super-soldier serum, and wants the Flag-Smashers eliminated. The breadcrumbs for Julia Louis-Dreyfus' Valentina Allegra de Fontaine being the Power Broker are there. If she returns in The Falcon and The Winter Soldier finale, we should get a better understanding of what her motivations are.

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