Falcon & Winter Soldier Villains: Flag-Smashers & Ultimatum Explained

Last updated: March 22, 2021

The Falcon and the Winter Soldier introduced the Flag-Smashers, a terrorist organization wanting to revert the world back to its post-Blip state. The Flag-Smashers could lay the groundwork for the arrival of the ULTIMATUM organization, which was founded by Flag-Smasher in Marvel Comics. Flag-Smashers have been officially revealed to be the primary antagonist, and the anarchists have been set up in the first episode, though they have yet to formally face off against Sam Wilson (Anthony Mackie) and Bucky Barnes (Sebastian Stan).

In December 2020, a full trailer for The Falcon and the Winter Soldier debuted alongside new trailers for other Marvel Disney+ shows, including Loki and What If?. Marvel also dropped announcements for new shows like Secret Invasion, Armor Wars, and Ironheart, and revealed other information about its upcoming projects. As for the footage shown in The Falcon and the Winter Soldier, not much was given away in terms of which Marvel characters the two main protagonists will be crossing paths with (beyond the obvious ones like Baron Zemo and Batroc the Leaper), but the first episode has already introduced U.S. Agent, Captain America's new replacement, as well as Joaquin Torres, who is working alongside Sam with the U.S. military and has taken it upon himself to find and track the Flag-Smashers' activity.

In the comics, Flag-Smasher is a terrorist and skilled strategist and fighter. On the show thus far, it seems Flag-Smasher has gone from a single entity to the name of an entire organization, with a leader who may possibly be a super soldier. Following Flag-Smashers into battle could be the organization known as ULTIMATUM in Marvel Comics. Here’s who they are, and what their roles in The Falcon and the Winter Soldier could be.

Zemo May Not Be Falcon & Winter Soldier's Villain

It was originally believed that classic Captain America villain Baron Zemo would be the antagonist of The Falcon and Winter Soldier when it was revealed that Daniel Brühl would be appearing in the show as Zemo, his character from Captain America: Civil War. However, set photos that show him working with the heroes have created the notion that he won’t be the main villain after all. Many believe that Zemo will instead work with them as the leader of the MCU’s take on the Thunderbolts, especially since Zemo was the team’s one-time leader in the comics. If that’s really the case, a different character may be the focus of the Falcon and Winter Soldier’s attention in the show.

Flag-Smasher & Ultimatum In Marvel Comics Explained

In the 1980s, Captain America battled Karl Morgenthau, a villain who called himself “Flag-Smasher”. The name is an accurate description of his worldviews, as he’s essentially the antithesis of Captain America and everything that he stands for. While Cap is seen as a symbol of patriotism, Flag-Smasher is the polar opposite. He’s a strong advocate of anarchy and doing away with the idea of separating people by nations. To accomplish his goal, Morgenthau started a group called ULTIMATUM (Underground Liberated Totally Integrated Mobile Army To Unite Mankind). The whole point of founding ULTIMATUM was to give him a fighting force of like-minded individuals who want to help him make his dream a reality.

With ULTIMATUM, Flag-Smasher has committed numerous acts of violence in America all in the name of anti-nationalism. His actions naturally put him at odds with Captain America, who tried to get him to realize that his ways were wrong. Cap’s attempts to dissuade him failed and Flag-Smasher remained devoted to his ideals. His life took a bad turn when he found out that he was just a pawn in the machination of Captain America’s biggest enemy, the Red Skull. Apparently, the Skull had secretly funded ULTIMATUM (just as he had done with the Watchdogs). This led to ULTIMATUM turning on Flag-Smasher and trying to assassinate him. What followed was a team-up between him and Captain America because he was disgusted to discover that a person like the Red Skull had been providing the financial backing for his organization. Together, the two foiled an attempt by ULTIMATUM to engineer a nation-wide blackout. ULTIMATUM came to an end, but this wasn’t the last the Marvel Universe saw of Flag-Smasher. He continued to be a threat, and shared battles with other Marvel Comics superheroes like Deadpool, Moon Knight, and the Punisher.

As for what Flag-Smasher is capable of physically, it should be noted that the character relies on skill and possesses no real super powers. As a martial artist armed with a shield and a mace, Flag-Smasher is a dangerous opponent in combat, but is usually defeated without too much difficulty by Steve Rogers. Since he doesn’t possess the physical perfection of a super soldier like Cap, Flag-Smasher also employs other weapons in battle, such as flamethrowers. But for the most part, Flag-Smasher’s greatest asset during the 1980s was the high number of minions he commanded.

Flag-Smashers' Plan In Falcon & Winter Soldier

The Falcon and the Winter Soldier reveals the existence of a group that’s being called “Flag-Smashers”. There isn't too much information about them just yet, but it seems likely the “Flag Smashers” are the MCU’s interpretation of ULTIMATUM. After all, they do operate as a unit and there hasn't been one particular character singled out among the rest just yet. These characters are the men and women in masks marked with red handprints in The Falcon and the Winter Soldier. The trailer showed them attacking a transport, but it didn’t explain why. What their intentions are in this particular scene are hard to determine without knowing the contents of the vehicle, but there’s a high probability that their motivations are linked to their name and comic book connections.

In the show's first episode, they planned a heist in Switzerland. Torres attempted to film everything they were doing, but he was thwarted during the Flag-Smashers' attempted escape. In the comics, Flag-Smasher despised nationalism and wanted to replace it with anarchy, so these characters should be expected to launch attacks on anything that may destabilize the country. They may also try to sow chaos by setting off major international and diplomatic incidents. Their actions in the first episode of The Falcon and the Winter Soldier also suggest as much. If Flag-Smasher is an opponent of nationalism, among his most obvious targets would be the MCU’s John Walker aka U.S. Agent (Wyatt Russell).

Steve Rogers (Chris Evans) may have picked Sam Wilson to be his replacement, but it’s Walker who the government has chosen to take the Captain America mantle. Walker having this title would predictably put him in the crosshairs of the Flag-Smashers. Killing a person who acts as a symbol of patriotism would certainly help the Flag-Smashers' cause. Plus, it would be a great, symbolic victory for the anarchists. Since Marvel is already taking a page from Captain America comics by giving the hero’s shield to U.S. Agent and not Falcon, it wouldn’t be too surprising if Marvel takes another cue from the comic books when adapting Flag-Smasher’s plan, but with a few tweaks.

Obviously, the full plan has yet to be revealed, but the Flag-Smashers are already causing a lot of chaos and will likely continue to do so throughout the season. Similar to what happened in the 1980s, a big twist could reveal that the Flag-Smashers are being manipulated by someone else. In the comics, the person pulling the strings was Red Skull, but in the MCU, it may actually be Baron Zemo. It’s true that Zemo isn’t being painted as the bad guy in The Falcon & The Winter Soldier just yet, but this could always be a misdirect designed to make the Flag-Smashers look like the real threat.

More: Falcon & Winter Soldier Trailer Breakdown: 25 MCU Secrets & Story Reveals