This article contains The Falcon and the Winter Soldier spoilers.

We still don’t know how much of an antagonist John Walker – the new Captain America – will be on The Falcon and the Winter Soldier. So far, Wyatt Russell’s Walker seems like a guy trying to do the right thing, and a decent enough fella, although his final interaction with Sam and Bucky at the end of The Falcon and the Winter Soldier episode 2 hints at a darker side. Still, he isn’t what we would exactly call a villain

And while we do know that Helmut Zemo will be popping up in the next episode, right now the biggest threat is the Flag-Smashers, a terrorist group who feel that Earth was better in-between Thanos snapping out half of the population and Hulk snapping them back in. The existence of a pro-Thanos terrorist group does make me wonder if Zemo’s trademark purple sock mask is going to be explained as a way to honor the big bad who “made the world a better place” and also stomped the Avengers, but that’s another story.

Of course, like Walker, it seems like the MCU Flag-Smashers are far from traditional villains, as well. The second episode went out of its way to paint its core members in a somewhat more sympathetic light than what we had seen the week before. And, truth be told, they’re far more sympathetic on screen than the Marvel Comics villain they were based on ever was on the page.

The Flag-Smashers are based on two sides of the same concept. There was Flag-Smasher (singular) who had the same mission statement (more or less) as the MCU team, and there was also Flag-Smasher’s personal army, ULTIMATUM (The Underground Liberated Totally Integrated Mobile Army To Unite Mankind). But since ULTIMATUM really is just a team of “Flag-Smashers” when you get right down to it, this makes sense.

Who is Flag-Smasher?

Flag-Smasher was introduced in Captain America #312, part of the legendary Mark Gruenwald run, with Paul Neary on art. The original Flag-Smasher was named Karl Morgenthau, who wanted to abolish nationalist symbols as well as boundaries. He made his first public appearance during a Captain America speech. He went a little too intense with the intro by flying his aircraft through a window and screaming, “DEATH TO AMERICA!” with guns blazing. This probably hurt his message of downplaying patriotism and removing borders for the betterment of togetherness, since people just responded to his rants with, “Go back to Russia, ya commie!”

Either way, being a jacked guy with a gun and a mace wasn’t much of a match for a super-soldier, so Cap kicked his ass and told everyone that there’s nothing wrong with loving your country.

In his second comics appearance, Flag-Smasher made up for his lack of brute strength by introducing ULTIMATUM. The story also showed that despite his claims that he was working for a better world, he definitely lacked Steve Rogers’ moral fiber. Cap went out of his way to save Flag-Smasher’s life, risking freezing to death himself, and Flag-Smasher refused to return the favor when given the opportunity. Even when he was being removed on a stretcher in the final panel, Flag-Smasher was calling Cap out as an idiot for allowing him to live.

Regardless, Flag-Smasher at least quietly respected Rogers. When he realized that ULTIMATUM was secretly being funded by the Red Skull and how that made him a hypocrite, Flag-Smasher wanted to team up with Cap to help stop the Skull’s plans. Instead, he ran into the John Walker Captain America and was once again disgusted with the United States government for creating such a concept.

Flag-Smasher became a bit of a plug-and-play Marvel villain after that, taking on the likes of Moon Knight, the Punisher, and Ghost Rider. Citizen V (not the interesting one or the other interesting one, but the generic one) came to Morgenthau to offer him a better way. As a reward for helping him with some information, Citizen V gave ULTIMATUM their own country, Rumekistan. He hoped that instead of using violence, Flag-Smasher and his kind could help drive towards unity through practicing what they preached and see it catch on through generations.

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It ultimately didn’t work. ULTIMATUM’s fascist values made Rumekistan a horrible place to live. As one soldier put it, discarding a ruling class is easy enough, but becoming one is the challenge. Under the orders of Cable, Domino assassinated Morgenthau so Cable could take over and let the country reach its potential.

The Second Flag-Smasher

Guy Thierrault took over as Flag-Smasher after that and once again became a plug-and-play villain for pretty much any hero to take on. That is, until he made an enemy out of Deadpool, who was in a really, really protective mood due to the discovery that he had a daughter to raise. To make a long story short, after seeing Deadpool take out the entirety of ULTIMATUM, Agent Phil Coulson excused himself so he could go increase Deadpool’s threat level in the SHIELD database.

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That was basically the end of ULTIMATUM outside of a situation, fittingly enough, when Sam Wilson was Captain America. Steve Rogers was also Captain America, but this was during that dumb “he’s been HYDRA all along for reals, okay not really, but we’re going to insist he was anyway” phase and he had a Flag-Smasher life model decoy oppose the two Caps in order to push HYDRA’s secret agenda.

The Falcon and the Winter Soldier

On The Falcon and the Winter Soldier, Erin Kellyman is playing Karli Morgenthau and it turns out that she and her core group of Flag-Smashers have somehow been enhanced to super soldier power levels, possibly through a bootleg version of the same super soldier serum that turned Steve Rogers into Captain America.

The name change of the group from ULTIMATUM to Flag-Smashers is a good thing, too. ULTIMATUM not only invokes the name of one of the worst Marvel comics ever (don’t get me started), but the soldiers were always faceless throwaway fodder. Flag-Smasher himself was never too interesting as a character on his own, but the misguided ideals made him worth keeping around. Spread that into a group and you have something, especially with how nuanced the MCU approach to them appears to be.

Though I am a little disappointed that the members of this group don’t look like Space Ghost.