Warning: Spoilers follow for Marvel's What If…? Season 1.
Marvel's What If… is a thrilling animated alternate take on the standing MCU franchise, giving viewers Sliding-Doors style adventures in which fan-favorite characters make different choices, both big and small, that send reality off on a totally different course.
It began with a light-hearted mirror-verse type take on Captain America: The First Avenger, in which Peggy Carter took Abraham Erskine's Super Soldier Serum instead of Steve Rogers. That episode, more or less, played out like the 2011 movie, just with different faces in different places. Subsequent episodes would not only deliver bigger swings but also far darker outcomes, echoing the endings readers used to experience with the original What If…? comics, which often featured supremely heavy and haunting outcomes and resolutions.
Here is a list of What If…?'s most surprising moments from Season 1, from massive monsters to sinister twists to — yup — actual ends of entire universes.
Shuma-Gorath Part 1
"What If… Captain Carter Were the First Avenger?," by sticking to a very basic premise that seemed to replay the first Cap movie with different characters shuffled about, didn't offer up any landmark shocks or shifts, but the arrival of a giant cosmic creature we assume (nothing is confirmed, and some think it may have been a form of Hive) was Marvel's own Lovecraftian "Great Old One," Shuma-Gorath, was a fun poke. Since the story had the heroes capture the Tesseract early on, Red Skull's Plan B was to call upon a monster he believed to be Hydra's ultimate weapon. Naturally, he was quickly dispatched by this tentacled, telepathic beast that threatened to destroy the entire world as it emerged from a portal and grew larger and larger.
Star-Lord Is Beloved
Prince T'Challa getting kidnapped by Yondu's Ravagers was a big twist in and of itself, but the better thrill was seeing that T'Challa, as the being of light and hope that he naturally is, had managed to turn Yondu and the entire Ravager crew into a benevolent bunch of Robin Hood-style thieves who sought to better and benefit the entire galaxy. With his Wakandan ideals forever in his heart, T'Challa softened the most hardened of cosmic badasses using little more than kind words and wise sentiment.
Thanos Is Fun-Loving
The most surprising of T'Challa's converts was…the Mad Titan himself, Thanos! Now a jovial and warm member of T'Challa's band of do-gooders, Thanos occasionally chuckled at the thought of who he used to be – with his genocidal plan to wipe out half of existence now laughed off as an afterthought.
End Times Part 1
Episode 2 of What If…? — titled "What If… T'Challa Became a Star-Lord?" — may have been a heist-y feel-good affair, but its dark, winking ending was reminiscent of the comics' diabolical closings. Since Ego's earthly child never made it into space, and never became part of the Guardians of the Galaxy, our world, and every other world, was left vulnerable to "The Expansion." Peter Quill grew up an orphan and was in no way prepared to resist his pop's powers.
We HAD a Hulk
"What If… the World Lost Its Mightiest Heroes?" was a murder mystery, unspooling a deliciously nasty yarn about all The Avengers getting bumped off during "Fury's Big Week" before they could properly assemble. Tony Stark, Thor, and Hawkeye fiendishly fell to a secret assailant, but it was all fun and games until…The Hulk went "kablooey!" Yes, the unsinkable green-skinned brute went down, leaving Betty, Natasha, General Ross, and fans in total disbelief. Whoever was taking out Earth's Mightiest Heroes was not f***ing around.
Hank Pym Is a Madman
Unlike other episodes, Episode 3 hid the different choice/event from us until the end, as it would have spoiled the big twist right up top. So what was the difference in this reality? Well, in this realm, Hope Van Dyne was recruited into SHIELD. Subsequently, she'd die on a mission and her father, Hank Pym, would go crazy with rage, blaming Fury and his manipulative recruiting techniques (he'd used Hope's mom, Janet, as a sentimental pressure point). Now as Yellowjacket, Pym had effectively killed off those previously thought to be untouchable (makes you realize just how powerful Ant-Man really is).
End Times Part 2
Even though Fury and Loki teamed up and defeated Hank Pym, Earth was still lost. Though, to be fair, it fell in a much more peaceful and passive way than — say — a giant Chitauri invasion of New York. With Thor's murder, Loki's plans to conquer Midgard came much earlier, so there was no near-death experience/fall from Asgard, deal with Thanos, or a reckless desire to unleash violence.
Do They Even Need Cap?
Episode 3 ended with a subjugated Earth — and Fury and Coulson discovering a frozen Steve Rogers, giving viewers a glint of hope that our world could possibly be won back from the overwhelming forces of Loki's Asgard. But in a final shot we saw Carol Danvers, Captain Marvel, also there… honestly, giving us way more hope.
Shuma-Gorath Part 2
Yes, What If…? has gone Shuma-Gorath crazy!
In the premiere episode, the beast that Captain Carter thwarts is assumed to be Shuma-Gorath, but in Episode 4 — "What If… Doctor Strange Lost His Heart Instead of His Hands?" — the tentacled being-from-beyond makes its return and now, in the context of Doctor Strange, it very much is Shuma-Gorath. With Stephen Strange trying to absorb other magical beings to become powerful enough to change time, Shuma-Gorath is staged as the most powerful of the bunch.
Good Strange Loses
Episode 4 was definitely the darkest chapter of the bunch. Part of that was due to it making viewers think, for a short time, that good would prevail. When the demented Doctor Strange Supreme was pitted against his old "good self," in a last ditch effort by The Ancient One to prevent the erasure of the entire universe, it seemed like right and reason would surely triumph, right?
Nope. Strange Supreme squashed his old heroic self, still determined to go through with his mad plan.
Watcher's Like "See Ya!"/End Times Part 3
Because Episode 4 dealt with Doctor Strange becoming immeasurably powerful, it was able to crack open the multiverse a bit more than usual. Strange was actually able to sense Uatu's looming presence, even asking The Watcher, in the end, to help him. But as much as Strange regretted everything (when finally faced with the consequences he'd been warned about), Uatu was like "LOL, sorry" and allowed that entire universe, with trillions of lives, to crumble and die.
Uncle Ben
MCU's Spider-Man graciously entered the movies without having to rehash his Uncle Ben origins. Not that it didn't happen, but we didn't have to see it happen again. But Uncle Ben definitely existed. Not only is the character hinted at in Homecoming, during Peter's first meeting with Tony Stark (when it's clear that Peter feels guilt over something), but his Ben's initialed luggage is used in Far From Home. But it took What If…?'s Episode 5 — "What If… Zombies?!" — to give us an MCU Peter mentioning Uncle Ben's name out loud for the first time.
"I'm Covered in Sharon"
"What If… Zombies?!" featured a ton of ghoulish undead moments, but one of the best was Hope Van Dyne entering the mouth of a zombified Sharon Carter and then… popping back to normal size. Ack! Not only does it once again speak to the power of the Pyms in general, but it's also sort of a nod to the long-running fan discourse over whether or not Ant-Man and The Wasp can use this, er, technique to dispatch regular human (or Mad Titan) enemies. Of course, this type of tactic is a bit too brutal for the regular MCU films and shows, but it was fun to see it used here on, basically, a brainless husk.
Zombie Movie Twist 1
Episode 5, being a full-blown zompocalypse story, had some fun with zombie movie cliches. The first was the tried and true trope of finding shelter, or an ally, that's not what it seems. The moment when the heroes think they're safe but there's a dark secret happening behind-the-scenes, be it cannibalism or awful experiments or what have you. Here, the grim twist involved — well — a different type of WandaVision love story, in which Vision, unable to cure Wanda's undead status, resorted to feeding her people – including entire chunks of T'Challa!
Zombie Movie Twist 2/End Times Part 4
Episode 5 also ended like many zombie flicks, with our survivors headed to a place they assumed was safe and clear of undead hordes. Well, as usual, the "safe haven" they had in mind was just as overrun with ghouls as the rest of the world, meaning they were unknowingly headed into a death trap. This time…with a Zombie Thanos ready and waiting to snatch the Mind Stone and evaporate all of reality!
Killmonger Killing T'Challa With a Stark Zapper
Episode 6, "What If… Killmonger Rescued Tony Stark?," indeed featured Michael B. Jordan's Black Panther villain saving Tony Stark's life, which in turn meant that Iron Man never came to be. But this turn of events also led to the untimely demise of Stark not soon after — at Killmonger's hands. And not just that, but Killmonger also murdered his cousin, T'Challa, which was indeed a shocking moment. It's a What If…? story, so of course nobody is safe, but at the same time, it was surprising that the Black Panther himself could be so easily taken out by, well… a Tony Stark whatchamacallit zapper. Universe-destroying pivot points in history we can believe, but this seemed to go a step too far!
Infinity Ultron Crashes the Party/End Times Part 5 (?)
"What If… Thor Was an Only Child?" was a mostly light-hearted episode about a petulant, partying Thor creating an irresponsible rager that spreads across all of Earth. Right at the end though, in what seemed to be a fun throwaway doomsday scenario (one that seemed to also surprise The Watcher, Uatu), Ultron showed up with an army of bots. But this was no ordinary Ultron. This was an Ultron who had both somehow successfully taken over the body he'd created (that we normally associate with Vision) AND also had all six Infinity Stones. It had nothing to do with the story that proceeded it and…we'd find out why one week later!
Ultron Kills Thanos
In What If…?'s penultimate episode, "What If… Ultron Won?," the crazed A.I. created by Tony Stark not only succeeded in swapping itself into a humanoid body, but it also then decimated humanity with nuclear warheads. Black Widow and Hawkeye kept up the good fight in the aftermath, doing their best to battle back Ultron's forces with a last-ditch effort to corrupt his system using an A.I. Arnim Zola, but by that point it was too late. The arrival of Thanos allowed Ultron to take control of the Infinity Stones. Thanos was dead, killed effortlessly by Ultron, giving the maniacal Cyberlord the power to travel across the universe and destroy world after world.
Infinity Ultron Senses Uatu
After killing Captain Marvel and most of its entire universe, Ultron had grown so powerful that it was able to sense The Watcher and the entire multiverse – an ability we hadn't seen since Doctor Strange, while gaining ungodly power, sensed Uatu back in "What If… Doctor Strange Lost His Heart Instead of His Hands?" Ultron then cracked through the dimensional door and set its sights on wiping out the entire multiverse.
Natasha Gets Her Shield
Though "What If… Ultron Won?" didn't have many moments of levity, it was still a thrill to see Natasha find her surrogate father Alexei's Red Guardian shield and then use it in battle against Ultron's forces.
This Time… It's Clint Who Falls
In a dark reversal of Natasha's fate in Avenger's Endgame, Clint took the plunge in "What If… Ultron Won?" While escaping Hydra's Siberian Winter Solider compound, running from Ultron's army with their Arnim Zola-infected bot, Clint found himself dangling over a pit, holding Natasha's hand. This time it was Clint who told his best friend to let him fall. As Clint plummeted he took out the approaching swarm of Ultron-bots with a massive explosion.
Infinity Ultron vs. Uatu
The Watcher officially got in the game in Season 1's penultimate episode after Infinity Ultron broke through the multiversal barrier and attacked. Forced out of his passive state, Uatu decided to fight back, encasing himself in cosmic armor and giving Ultron a run for its money as they crashed through universe after universe – with the fate of all existence everywhere on the line!
Did… Infinity Ultron Just Eat a Galaxy?
Um… wow.
During The Watcher's multiverse-spanning fisticuffs with Ultron, Ultron literally ate an entire swirl of star systems with one humungous chomp. Like, how will it be possible to stop this madness?
President Steve Rogers
Okay, one last fun "time out" here.
Ultron and The Watcher's brawl-to-settle-it-all crash-landed on an alternate Earth where Steve Rogers was in the middle of swearing in as the U.S president. If his campaign slogans weren't "I Can Do This All Day" or "I'm With You Until the End of the Line" then what are we even doing really?
Strange Supreme and Oh, How the Tables Have Turned
Tying everything back to the fourth episode, "What If… Doctor Strange Lost His Heart Instead of His Hands?," The Watcher, now defeated, was approached by Strange Supreme. After causing the obliteration of his entire universe, Strange Supreme had spent his time locked in a dream prison of his own making, having never forgotten that Uatu refused to help. Now that The Watcher sees where he failed, will Strange Supreme be willing to help him rise back up to face Infinity Ultron once more? We find out in the What If…? Season 1 finale…
Gamora and Tony From the Missing Season 1 Episode
As The Watcher recruits heroes from across the multiverse in "What If… the Watcher Broke His Oath?" — namely those from previous What If…? episodes — we meet Tony Stark and Gamora right after they've apparently defeated Thanos and destroyed the Infinity Stones. In this particular reality, we might assume Tony never made it back to Earth after going through the wormhole in Avengers. Or, you know, that some other circumstances led him off-world and into a cosmic adventure with Gamora. Regardless, unlike the other heroes' worlds, we'd never seen this adventure.
This wasn't a random inclusion, however. This was the end of an unaired episode. What If…? was always meant to go 10 episodes but due to the COVID-19 pandemic, this particular chapter — which even had its own LEGO set (featuring a Sakaarian Iron Man) — never made it to broadcast. Expect it in Season 2, however.
Killmonger's Betrayal
After the Guardians of the Multiverse defeat Infinity Ultron, using the Arnim Zola virus, Erik Stevens, who was an actual scheming villain in his particular multiverse Earth, cut short his brief run as an anti-hero and went full baddie again. Though he did so not without a solid argument to back up his madness. Why not use the Infinity Stones to repair and rebuild their worlds, or even undo tragic events?
We know however that Erik's seemingly noble intentions will lead to malicious and cruel events in their own right, making this particular moment reminiscent of Tolkien's Gondorian heroes thinking they could solve all their problems with the One Ring. The Stones are just too much of a corrupting force to do any true good.
Zola's Stomach Face
Not only is the MCU is own single universe, amongst countless others in the multiverse, but it's also a place where certain comic book-y elements that might not translate all that well to the big screen get scrapped, or altered, to fit a more grounded reality. Fortunately, What If…? is a place where anything goes — including Arnim Zola's "stomach face" (as Thor affectionately labels it). Inside Ultron's itsbody, Zola was able to make his face appear in a torso like he did with his android body from the comics.
The Watcher Makes Things Right… Sort Of
Just because The Watcher officially got in the game and recruited heroes to take down Ultron didn't mean he'd completely given up his code. After talking Captain Carter out of going back to be with Steve, he had to explain to Natasha that he could do nothing to repair her decimated world. Still, he needed a reason for her to get the heck out of his limbo bar, so he transplanted her to the Earth from "What If… the World Lost Its Mightiest Heroes?" That's a reality where Black Widow had been killed off by Hank Pym and was now in the midst of trying to win a war against Loki and the forces of Asgard.
Did Steve Get Winter Soldier'd?
As soon as Steve took Bucky's place and got captured by Hydra in "What If… Captain Carter Were the First Avenger?", it seemed like he also might take Bucky's place as the Winter Soldier. But then Steve was rescued soon afterwards and helped Captain Carter, Bucky, and Howard Stark defeat the Red Skull's cosmic warrior. The last we saw of Steve, he was left behind in the '40s. Now though it looks like Steve and the Hydra Stomper are back, as Captain Carter and Natasha discover him on the hijacked Lemurian Star. But what kind of Steve are they going to find…? Perhaps Season 2 will answer this question!
What was the most surprising moment of What If…? Season 1 for you? Let's discuss in the comments!
October 6, 2021: This story has been updated with the latest information about What If…?
