The following post contains SPOILERS for The Falcon and the Winter Soldier Episode 5.

There are a lot of possible “surprise” Marvel cameos that wouldn’t be all that shocking in the context of The Falcon and the Winter Soldier. If Old Man Steve Rogers showed up to pat Sam Wilson on the back and congratulate him on becoming the new Captain America, it would be unexpected, but given how much Steve means to the title characters, it would make a lot of sense. If Nick Fury came by to offer Falcon or Bucky a job working with S.H.I.E.L.D., that would fit well into the overall arcs of the characters.

But Contessa Valentina Allegra de Fontaine? That is a legitimately surprising surprise cameo.

The Contessa — she also goes by “Val,” although she warns Walker never to call her that — is an obscure but fairly significant Marvel Comics character who dates back to the company’s glory days. Mostly associated with Nick Fury as both an ally and an adversary, her first appearance came in the pages of the “Nick Fury, Agent of S.H.I.E.L.D.” feature that appeared in Marvel‘s Strange Tales #168, written and illustrated by Jim Steranko. (And, yes, this is the original Nick Fury of Marvel Comics, who was white. The African American Nick Fury who bears an unmistakable resemblance to Samuel L. Jackson wasn’t introduced until the early 2000s.)


During this period, Nick Fury was basically the Marvel Universe’s James Bond — a super-spy who went on gadget-filled globetrotting adventures to protect the United States from various secret threats. If Fury was Marvel’s Bond, the Contessa was essentially the series’ Bond girl; an Italian secret agent who became a partner and love interest for Fury.


Valentina was a relatively late addition to Steranko’s Nick Fury series; after another year of stories, Steranko was off the book. After that, Fury was mostly relegated to a supporting role in other Marvel comics for the next 20 years. The Contessa returned to play a significant part in the Fury-led late-2000s series Secret Warriors. In that book, Spider-Man nemesis Norman Osborn ascends to a position of power in the U.S. government, and disbands S.H.I.E.L.D. in favor of his own spy agency dubbed H.A.M.M.E.R. In response, Fury goes underground and creates his own team of young superheroes dubbed the Secret Warriors. During this period, Val appears as “Madame Hydra,” the title given to female leaders of the Hydra terrorist organization.


Secret Warriors revealed that Val had always been a double (technically triple) agent working for Russia, spying on Nick Fury, S.H.I.E.L.D., and the United States on behalf of the Soviet Union. During the Secret Warriors storyline, she uses her position as Madame Hydra to essentially give Hydra technology and power to Leviathan, a Russian terrorist organization. Eventually, Fury and his team stop her.


That’s the CliffsNotes version of Marvel Comics’ Contessa. The Marvel Cinematic Universe Contessa is still basically a bank slate — although we do know she has the same name (and the same nickname, even if she doesn’t like it). As played by Julia Louis-Dreyfus, she doesn’t seem to be Italian or a Russian secret agent. (She’s also got a purple streak in her hair instead of a white one.) She’s clearly a powerful woman, though, with some kind of ulterior motive.

“I would have killed the bastard too,” she tells John Walker, referring to his murder of a Flag-Smasher on last week’s The Falcon and the Winter Soldier. She also says that taking the Super Soldier Serum made Walker “very, very valuable to certain people” and that using it on himself was “the second best choice” he ever made — after picking up the phone whenever she calls him.

So what is Contessa going to call Walker for? There’s been a lot of speculation that Marvel is preparing to add the Thunderbolts to the Marvel Cinematic Universe. They were originally created by Baron Zemo (yep, the same one who loves to boogie in Madripoor nightclubs) during a storyline where the Avengers and Fantastic Four appeared to sacrifice their lives to save the planet. Zemo disguised himself as “Citizen V” and created a new team of heroes called the Thunderbolts who were all secretly members of Zemo’s Masters of Evil in disguise.


Zemo planned to fill the vacuum left by the Avengers to earn the public’s trust and adoration, and then use their newfound fame and power to suit his evil goals. Eventually, the rest of the team decided they liked being heroes, dumped Zemo, and carried on without him. After that Thunderbolts team disbanded, others used the name, including a group created by Norman Osborn comprised of former villains working for the government. (They were basically a Marvel version of DC’s Suicide Squad.) After the heroes eventually exposed Osborn’s schemes, Luke Cage formed his own Thunderbolts team of reformed criminals. Later, Thunderbolt Ross, Bucky, and the Kingpin all created their own Thunderbolts at different times.

While it’s only a theory at this point, it does seem plausible that Contessa could be creating her own team of super-powered individuals, either to work directly for her, or on the behalf of another character. In our weekly video essays on The Falcon and the Winter Soldier, we’ve repeatedly speculated that Thunderbolt Ross, played in the MCU by William Hurt, may actually be the Power Broker who funded the creation of the new Super Soldier Serum and wants to destroy the Flag-Smashers for stealing it. Whether Ross is the Power Broker or not, he could easily be working with Contessa to create his own team of superheroes that follows his orders. (Ross repeatedly clashed with the Avengers in Captain America: Civil War and Avengers: Endgame.) John Walker could be the first member of his Thunderbolts.

Or Marvel could have totally different plans for the Contessa. Either way, it’s a certainty this wasn’t a one-off appearance by Julia Louis-Dreyfus. She could become a major player in the future of the Marvel Cinematic Universe. The finale of The Falcon and the Winter Soldier premieres on Disney+ on April 23. Black Widow opens in theaters and debuts on Disney+ on July 9. The Contessa reportedly has an appearance in that film as well. So it might not be long before we learn what she’s up to.

Sign up for Disney+ here.

Gallery — The Best Easter Eggs on Falcon and Winter Soldier Episode 5:

Get our free mobile app