What to Remember About the Characters in Thunderbolts*

Thunderbolts*, out May 2, features Marvel’s B-team superheroes—sidekicks and antagonists who have existed largely on the sidelines of the MCU for the past decade and a half. Now they are finally getting their moment to shine. The ragtag group joins together under the watchful eye of Valentina Allegra de Fontaine (Julia Louis-Dreyfus), a morally flexible private-sector spook who has been named the head of the CIA in the new film.

Valentina, who was first introduced in the Disney+ series Falcon and the Winter Soldier and appeared in Black Panther: Wakanda Forever as the ex-wife of Everett Ross (Martin Freeman), has quietly been gathering together a group of assassins to work on covert operations and now dreams of her own very public superhuman—or superteam—that she can control.

But if you missed movies like Black Widow or Ant-Man and the Wasp or TV shows like Falcon and the Winter Soldier, you may be confused as to who these antiheroes who Valentina has collected are, what they’ve been up to for the last several years, and whether they’re good guys or bad.

Here is your spoiler-free guide to everything you need to know about the characters who make up the Thunderbolts team.

Read more: All the Future MCU Movies Announced in Marvel’s Major Revamp

Yelena Belova

Introduced in Black Widow as the little sister of Natasha Romanoff (Scarlett Johanson), Florence Pugh’s Yelena was raised from childhood to be an assassin in the Russian Red Room, just like Black Widow before her. Yelena and Natasha are not sisters by blood but by circumstance: When they were children they were sent as spies to America and lived with a fake family of other covert operatives. David Harbour’s Alexei Shostakov or Red Guardian (more on him later) and Rachel Weisz’s Melina Vostokoff acted as their parents until all four had to escape back to Russia.

The four reunite in Black Widow to eliminate the Red Room and save the women being brainwashed there. After the death of Natasha in Avengers: Endgame, Yelena became an assassin for hire working for Valentina Allegra de Fontaine, who in Thunderbolts* is trying to build (and control) her own superhuman.

Bucky Barnes / The Winter Soldier

Sebastian Stan has been playing Steve Rogers’ best bud, Bucky Barnes, since 2011’s Captain America: The First Avenger. A lot has happened to Bucky since he fought alongside Cap during World War II in that film. Bucky fell from a train in that movie, apparently dying, but his body was recovered by HYDRA, a science-minded organization within the Nazi party. Bucky was given supersoldier serum, brainwashed, and transformed into the Winter Soldier. He performed many dastardly deeds for HYDRA, including murdering Tony Stark’s parents.

Steve eventually helped Bucky recover his memories and break free of HYDRA, and the Wakandans gifted Bucky an indestructible arm. Bucky fought alongside the Avengers against Thanos in Avengers: Infinity War and teamed up with Sam Wilson (The Falcon and, later, the new Captain America) in the Disney+ show, The Falcon and the Winter Soldier. Since then, apparently Bucky has become an elected official, representing Brooklyn in Congress. Whether his commitments to supersoldier-ing will interfere with his duties as an elected official remains unclear.

Alexei Shostakov/Red Guardian

The USSR’s answer to Captain America, Harbour’s Red Guardian is a washed-up super soldier who dreams of his days of glory as a Russian emblem of strength. A surrogate father to Natasha and Yelena, he was living in an Eastern European prison when the two girls broke him out during the events of Black Widow.

An antagonistic force in Falcon and the Winter Soldier, John Walker (Wyatt Russell) is a military vet who takes the supersoldier serum and, briefly, is dubbed by the U.S. government as the new Captain America. However, we learn that supersoldier serum has different effects on different people. In the scrawny but noble Steve Rogers, it brought out leadership qualities. For Walker, it enhanced his already-simmering rage and resentment. Though Walker isn’t a bad guy, per se—he is in pursuit of justice—he doesn’t have the moral compass of, say, Sam Wilson. Walker eventually kills an innocent man in front of a crowd in the streets, bloodying the sacred Captain America shield in the process.

Walker is stripped of his title after that incident. But Valentina Allegra de Fontaine recruits the shamed Walker to be part of her network of privately paid assassins.

Ghost

Another misunderstood villain, Ghost (Hannah John-Kamen) is one of the antagonists in Ant-Man and the Wasp. The daughter of a former colleague of Hank Pym, Ava Starr has an encounter with the Quantum Realm as a child that grants her “phasing powers”—she can disappear and walk through walls—but leaves her in chronic pain. She joins S.H.I.E.L.D. as an assassin in exchange for a suit that allows her to control her instability and the promise of a cure that never manifests. By the end of Ant-Man and the Wasp, Janet van Dyne (Michelle Pfeiffer) uses the power of quantum physics to stabilize Ava.

Though she does not play as large a role as the rest of the team in The Thunderbolts, Taskmaster does work for Valentina too. Antonia Dreykov (Olga Kurylenko) is the daughter of General Dreykov, the head of the Red Room. During an assassination attempt targeting General Dreykov, Natasha Romanoff almost kills Antonia. Antonia still carries the scars from the explosion. General Dreykov then trained Antonia to become Taskmaster and used a substance to control her mind. In Black Widow, Natasha and Yelena redeem Natasha’s near-murder of Antonia by freeing her from the Red Room to restart her life.