REVIEW -- Marvel's What If...? (Disney+ Exclusive) -- Season Three, Episodes 1-8

The third and final season of the American animated anthology series What If...?, based on the Marvel Comics series of the same name, explores alternate timelines in the multiverse that show what would happen if major moments from the films of the Marvel Cinematic Universe (MCU) occurred differently. The season is produced by Marvel Studios Animation, with Matthew Chauncey serving as head writer and Bryan Andrews and Stephan Franck directing. Animation for the season is provided by Flying Bark Productions and Stellar Creative Lab, with Scott Wright serving as head of animation.

Jeffrey Wright stars as the Watcher, who narrates the series, alongside numerous MCU film actors reprising their roles. Development began by July 2022, with Chauncey replacing previous head writer A. C. Bradley for the season by December 2023. Andrews and Franck returned from previous seasons to direct.

The third season premiered on the streaming service Disney+ on December 22, 2024, with its remaining episodes releasing daily until December 29. It is part of Phase Five of the MCU.

Episode Summaries

** SPOILERS AHEAD **

Episode 1: "What If... the Hulk Fought the Mech Avengers?"

In an attempt to rid himself of the Hulk, Bruce Banner bombards himself with a huge amount of gamma radiation, accidentally resulting in the birth of a monstrous creature known as the "Apex", a rampaging kaiju capable of creating an army of gamma monsters. The Avengers create enormous mechas to counter the threat, but are outnumbered and killed. The surviving heroes— consisting of Sam Wilson, Monica Rambeau, Bucky Barnes, Marc Spector, Alexei Shostakov, Melina Vostokoff, Xu Shang-Chi, and Nakia— eventually repel the gamma monsters for the next ten years. When the Apex reemerges, a reluctant Wilson seeks help from Banner, who lives in hiding on a remote island. Banner refuses to get involved, though he provides Wilson with the "Mighty Avenger Protocol", which he originally created to stop the Hulk. Using the protocol, the heroes' mechs combine into one powerful mech, but the Apex is still too much for them. Banner decides to assist the team and uses a gamma bomb to become a Godzilla-like "Mega-Hulk". He kills the Apex and heads towards New York with its army. However, Wilson reminds him of their friendship, prompting Banner to lead the remaining gamma monsters to his island instead where he becomes their new ruler.

Cast : Anthony Mackie as Sam Wilson / Captain America, Mark Ruffalo as Bruce Banner / Hulk, Teyonah Parris as Monica Rambeau, Sebastian Stan as Bucky Barnes, David Harbour as Alexei Shostakov / Red Guardian, Simu Liu as Xu Shang-Chi, Kari Wahlgren as Melina Vostokoff, Brittany Adebumola as Nakia, and Oscar Isaac as Marc Spector / Moon Knight.[1]

Episode 2: "What If... Agatha Went to Hollywood?"

Agatha Harkness plans to enact a magical ritual to siphon the power of Tiamut, the Celestial buried in the Earth's core. In order to do so, she becomes an actress during the Golden Age of Hollywood and stars in a film directed by Howard Stark. Harkness has Stark cast Kingo, the final Eternal she needs for her spell to work, as she has already taken the other Eternals' powers. Kingo reveals that he knows of Harkness's true plans, but decides to help after she pretends her desire is to save the world and agrees to release the Eternals once the ritual is complete. Witnessing Kingo's betrayal, Arishem decides to destroy the Earth, motivating Harkness and Kingo to enact the ritual upon that Celestial's arrival. With help from Stark and Edwin Jarvis, Harkness takes Kingo's and Tiamut's powers and becomes a Celestial. After defeating Arishem, Kingo convinces Harkness to give up the Celestial power in favor of joining him in the movie business for real. During the premiere of their movie Cosmic Queen, Kingo notes that the released Eternals are worried that Arishem's defeat has drawn the other Celestials' attention, but Harkness assures him that they can be "saved for the sequel".

Cast : Kathryn Hahn as Agatha Harkness, Kumail Nanjiani as Kingo, Dominic Cooper as Howard Stark, James D'Arcy as Edwin Jarvis,[2] and David Kaye as Arishem.

Episode 3: "What If... the Red Guardian Stopped the Winter Soldier?"

In 1991, Alexei Shostakov and Bucky Barnes are sent to recover a case of super-soldier serum from Howard and Maria Stark. Shostakov prevents Barnes from killing the Starks and they only acquire one vial of the serum. With no extraction, the duo tracks a spy called the "Rook" to Las Vegas for transportation while evading the authorities and Bill Foster. Dreykov secretly orders Barnes to kill Shostakov, who has become a liability. In Las Vegas, Shostakov and Barnes discover that the Rook is Obadiah Stane, who provided the Russians with information about the serum in order to eliminate the Starks from the market. Stane attacks the duo, but is killed by Barnes. As the authorities and a task force sent by the Red Room swarm the area, Barnes buys Shostakov, who destroys the last vial of the serum, time to escape. Some time later, Barnes is taken back to Hydra's base in Siberia, where he insists to Dreykov that Shostakov is dead. Meanwhile, Foster approaches Shostakov and offers him a chance to help the United States once again. 21 years later, Shostakov is seen fighting alongside the Avengers in the Battle of New York.

Cast : David Harbour as Alexei Shostakov / Red Guardian, Sebastian Stan as Bucky Barnes / Winter Soldier, Laurence Fishburne as Bill Foster / Goliath, America Ferrera as Ranger Morales, Piotr Michael as Dreykov, Gene Farber as Karpov, and Kiff VandenHeuvel as Obadiah Stane / "Rook".

Episode 4: "What If... Howard the Duck Got Hitched?"

During Thor's party on Earth, Howard the Duck marries Darcy Lewis, and they have a baby that takes the form of an egg. They join the Grandmaster on his intergalactic cruise, but he takes the egg and attempts to cook it for a breakfast before Yondu Udonta steals it. As the couple gives chase, Nick Fury and Phil Coulson explain that because their child was born during a rare alignment of the Nine Realms called the Convergence, it is destined for great things and has become highly sought after by several factions. On Knowhere, Yondu delivers the egg to Kaecilius who kills Yondu and attempts to use the egg as a host body for Dormammu. S.H.I.E.L.D. attacks, intending to acquire the egg, though the couple recovers it and seeks shelter from Loki on Jotunheim. However, Laufey, Malekith, Zeus, and Thanos and his Black Order are also after the egg, and a chase ensues. As the couple is cornered, the egg suddenly glows gold, rises into the sky and subdues the pursuers with golden energy. It hatches into a human/duck hybrid which the parents name Byrdie. Fury admits that the child should stay with her family, and they return home peacefully.

Cast : Kat Dennings as Darcy Lewis, Seth Green as Howard the Duck, Samuel L. Jackson as Nick Fury, Tom Hiddleston as Loki, Clark Gregg as Phil Coulson, Michael Rooker as Yondu Udonta, Matt Friend as the Grandmaster, Josh Brolin as Thanos, Rachel House as Topaz, Jared Butler as Kaecilius, Andrew Morgado as Laufey, Darin De Paul as Zeus, Chris Hemsworth as Thor, Tom Vaughan-Lawlor as Ebony Maw, Steven French as Malekith, Kari Wahlgren as Carina, and Hamish Parkinson as Beerbot 5000.

Episode 5: "What If... the Emergence Destroyed the Earth?"

After the Earth is split apart by the Emergence, Quentin Beck overtakes Stark Industries, creating an army of drones called the Iron Federation to subjugate the survivors. In the present, Riri Williams is recruited by Wong, Okoye, Valkyrie, and Ying Nan to join their "Alliance". After defeating Beck's lieutenant Vision, Williams uses his components to become a human-synthezoid hybrid. While the Alliance holds off the Federation, Williams infiltrates Beck's base to destroy the nanites powering his illusion. However, her suit fails and she loses the ability to see through Beck's illusions, and is lured into a prison cell, where Beck explains that he uploaded the nanites into himself, meaning he can control illusions with his mind. The nanites are also killing him, so he intends to merge with Vision to live longer. Williams breaks free, only to learn that her comrades are dead and everything since Vision's defeat has been an illusion. The Watcher intervenes by encouraging Williams to fight back, so she siphons the nanites off Beck's body, killing him and destroying the Federation. Williams then projects the Avengers logo into the sky to give the survivors hope. Elsewhere, three other Watchers are displeased by the Watcher's continued interference.

Cast : Dominique Thorne as Riri Williams / Ironheart, Alejandro Saab as Quentin Beck / Mysterio, Emily VanCamp as Sharon Carter / Power Broker, Kenna Ramsey as Okoye, David Chen as Wong, Tessa Thompson as Valkyrie, Michelle Wong as Ying Nan, Jason Isaacs as the Eminence, D. C. Douglas as the Incarnate, and Darin De Paul as the Executioner.

Episode 6: "What If... 1872?"

In the 1860s, Xu Xialing fled to America for a better life only to fall victim to the Hood's plan to enslave Chinese immigrants in order to consolidate his power. In 1872, Xu Shang-Chi is searching for his sister alongside Kate Bishop, who wants revenge on the Hood for killing her family. They find a decimated township and meet a boy, Kwai Jun-Fan, who claims the Hood attacked and left on a train. Shang-Chi, Bishop, and Jun-Fan find and board the train, where they discover that the missing immigrants have been brainwashed by the Hood's enforcer Sonny Burch. The Watcher helps Jun-Fan survive while Shang-Chi and Bishop are taken to the Hood, who is revealed to be a corrupted Xialing, who killed the original Hood and stole his powers. Burch confesses to killing Bishop's parents and attempts to brainwash her, until Jun-Fan rings the bell, freeing the prisoners and allowing Bishop to knock Burch out. Shang-Chi refuses to join or fight Xialing and Bishop kills her. Later, the pair observes Jun-Fan with the immigrants and rides off into the sunset. Subsequently, the Watcher is punished by the other Watchers for his interference, causing shards of their observatory to spill into the multiverse.

Cast : Simu Liu as Xu Shang-Chi / Ten Rings, Hailee Steinfeld as Kate Bishop, Wyatt Russell as John Walker / U.S. Agent, Meng'er Zhang as Xu Xialing / The Hood, Walton Goggins as Sonny Burch, Allen Deng as Kwai Jun-Fan, and Jason Isaacs as the Eminence.

Episode 7: "What If... the Watcher Disappeared?"

In the Fifth Dimension, the Watcher stands trial before the other three Watchers, the Eminence, the Incarnate, and the Executioner, while Captain Peggy Carter leads a team consisting of Kahhori, a grown-up Byrdie, and a Mjolnir-wielding Storm in stopping multiversal incursions. After preventing an inter-dimensional universe-eater from attacking Earth-625, Carter and her team notice three shards from the Watcher's observatory and resolve to help him. After their first attempts to synthesize the shards fail and cost them two, the group consider requesting help from a variant of Infinity Ultron, agreeing to use Time Variance Authority (TVA) equipment to prune him should he go rogue. After a heart-to-heart with Storm, Carter resolves to meet with Infinity Ultron alone, only to be captured by the Eminence. Noticing Carter went missing, Kahhori, Byrdie, and Storm confront Ultron, who reveals that he has realized there is no peace without life and concludes that he made a mistake in extinguishing all life in his universe. Though it is too late for redemption, he is willing to atone for his actions and absorbs the shard before agreeing to take them to rescue Carter and the Watcher.

Cast : Hayley Atwell as Peggy Carter / Captain Carter, Jason Isaacs as the Eminence, Devery Jacobs as Kahhori, Alison Sealy-Smith as Ororo Munroe / Storm the Goddess of Thunder, Natasha Lyonne as Byrdie, Karen Gillan as Nebula, Kat Dennings as Darcy Lewis, Seth Green as Howard the Duck, Taika Waititi as Korg, Ross Marquand as Infinity Ultron, Fred Tatasciore as Groot, D. C. Douglas as the Incarnate, Darin De Paul as the Executioner, and Alexandra Daniels as Carol Danvers / Captain Marvel.

Episode 8: "What If... What If?"

In a flashback, a Watcher disciple named Uatu was recruited to become a full Watcher by the Eminence. In the present, the Watcher is placed on trial for his repeated interference, such as giving Doctor Strange Supreme the information he needed to recreate his destroyed universe,[c] saving Riri Williams and Kwai Jun-Fan, as well as involving Captain Carter in his affairs. The Watcher and Carter are rescued by Ultron, who sacrifices himself to buy them time to escape. The Watchers give chase, attempting to erase them from existence, but the Watcher grants Carter's team the powers of a Watcher before Carter sacrifices herself to transport everyone to Strange Supreme's universe where Strange, having become the sentient consciousness of that universe, removes the powers of the Eminence, Incarnate, and Executioner. The Watcher convinces the humbled trio to learn by watching over life in this new universe. As they mourn Carter's death, the Watcher invites Kahhori, Byrdie, and Storm to join him in watching over the multiverse.

Cast : Hayley Atwell as Peggy Carter / Captain Carter, Jason Isaacs as the Eminence, Devery Jacobs as Kahhori, Alison Sealy-Smith as Ororo Munroe / Storm the Goddess of Thunder, Natasha Lyonne as Byrdie, Ross Marquand as Infinity Ultron, D. C. Douglas as the Incarnate, and Darin De Paul as the Executioner.

The Verdict: 

Marvel's What If...? Season 3 premiered on December 22, 2024 as the final season of this animated series and I have to admit that I'm both sad and disappointed to see it go. This season wasn't anywhere as good as previous seasons, but I still felt like this was worth the watch like the two seasons that came before it. 

Much like Season Two, the return of this series brought forth more of the vitriol towards Captain Carter, the Peggy Carter variant that was created specifically for this series as it's titular "main" character. I don't understand why it's 2024 and we're still getting waves and waves of people acting like Peggy Carter is trying to "replace" Sam Wilson's Captain America, especially when Anthony Mackie is the one with a new Captain America film set to debut on February 14, 2025. I will admit that it was a poor choice of judgment to put her on the face of their marketing on their socials at the time of this series' debut, especially when the lack of focus of Sam Wilson's Captain America was a sore spot, even when his Falcon and the Winter Soldier Disney+ series wasn't garnering the positive attention that people would have hoped at the time. At the same time, I'm not going to pretend like everyone was on board with Sam Wilson replacing Steve Rogers in the MCU anyway - much like his comic book counterpart. 

"What If... the Hulk Fought the Mech Avengers?"

The season premiered with the promise of giant mecha action with this tale of a kaiju-inspired Hulk variant and his minions, which caused the remaining Avengers to adopt a Gundam/Pacific Rim-style countermeasure to defeat them. This would lead to Dr. Bruce Banner developing a means to combine all of the Avengers' robots together Voltron/Power Rangers style into their own Megazord. What was so disappointing about the build-up to that moment from all of the pending trailers to this season was that this so-called Avengers Megazord wasn't even able to hold a candle against the "Apex" Hulk kaiju. Banner ends up having to turn himself into a monster again to combat the Apex and assume the position as the new leader of the remaining creatures. It's a well meaning lesson here in terms of seeing the good in people instead of expecting the monster out of humanity, but the execution was poor when it came down to the end. 

The bright spots of this episode were definitely the kaiju battles and definitely Anthony Mackie's chemistry with Teyonah Parris. If Sam Wilson and Monica Rambeau don't get any screen time together in live-action like this, then it would be a travesty. I didn't know that I needed to see them together on an Avengers team until now - along with the other rag tag members of this iteration of the Avengers: Marc Spector/Moon Knight, Xu Shang-Chi, Bucky Barnes, Red Guardian, Melina Vostokoff, and Nakia. 

The big selling point/major appeal of this episode was seeing the Mech Avengers combine together like Voltron into their own Megazord, but it happens so late into this episode and lasts for a cup of coffee. Let's not forget that this "secret weapon" wasn't even the deciding factor that won the battle for them against the Apex. I walked away from this episode feeling like the Mech Avengers were only introduced here as a justification to greenlight some Avengers-style Gundam model kits and/or action figures. Mind you, I wouldn't be opposed to either as a collector, but it just felt like a cash grab instead of contributing to a satisfying conclusion to this battle. I suppose kaiju fans will feel differently, but this was a weak start to this final season. It just felt like they left a lot of potential for greatness on the table and went with the "safe" option to wrap this story up.

"What If... Agatha Went to Hollywood?"

The second episode of this season ended up being my personal favorite of this entire season if I'm perfectly honest. The timing was perfect following the success of Agatha All Along back around Halloween, so I was already primed and ready to see more of this character. Agatha going to Hollywood during the Golden Age of Hollywood isn't a stretch of the imagination at all given her personality and flair for theatrics. The added bonus was getting Domnic Cooper's Howard Stark and James D'Arcy's Edwin Jarvis as the director and assistant of this feature. Agatha's plan to use a magical ritual to siphon the power of Tiamut, the same Celestial that was brought up in The Eternals and revealed to be residing in the Earth's core. Her plans caught the attention of the last remaining Eternal, Kingo, another "beloved" actor from this time period who wasn't a stretch either when he was shown to be a Bollywood actor in that film. They fight head-to-head in what Stark believed to be an improvised musical number, only for Agatha to reveal that she's already taken the other Eternals' powers with Kingo being the final member she requires to complete her spell to "save the world". Kingo falls for her white lie in the wake of Arishem's decision to destroy the Earth, allowing Agatha to take his powers and Tiamut's to become a Celestial to fight him herself. Arishem holds his own until Agatha siphons his powers to add them to her own, only for Kingo to convince her to give up all of that Celestial power to become a movie star - for real this time. Agatha relents and enjoys the fame upon the premiere of their movie "Cosmic Queen", ending the episode with a tease of a "sequel" against the other remaining Celestials. 

I thought this episode had a lot of great callbacks to the Golden Age of Hollywood and portrayed the essence of the booming period of cinema masterfully, especially when it came to Howard Stark playing the part of one of those shady film directors you could find in a lot of those films and productions at the time. Any reason to bring him and Edwin Jarvis back is fine by me, especially when we were robbed of more Agent Carter's television series.

My favorite thing about this episode is that it brought forth an easy solution with the MCU's current problem with the Eternals and that giant Celestial that is sticking outside of the planet. It wouldn't be much of a stretch to center Dr. Doom's MCU debut around him siphoning the powers of the Eternals in a similar manner to Agatha's plan that was presented here to fend off the pending threat of the remaining Celestials coming to destroy the Earth. It wouldn't be that much different than his schemes to steal the Power Cosmic from Galactus or his heralds in other mediums. 

At the same time, I'm glad to see more of Kathryn Hahn's Agatha along with Kumail Nanjiani's Kingo. Nanjiani, along with the rest of the actors from The Eternals got the short end of the stick in terms of the critics of that film - one that I feel was judged far too harshly if we can stop kidding ourselves.  After Agatha All Along, I was glad that we got a bit more of Kathryn Hahn's Agatha in any capacity. That character just oozes with personality and charisma. Marvel Studios would be crazy not to do more with her. Kumail Nanjiani's Kingo wasn't bad either, but in all fairness, there are very few actors in the MCU who can hold a candle to Agatha's charisma and presence on-screen. I was just elated to see Marvel Studios do more with The Eternals PERIOD and not just write them off completely to be forgotten about like the Inhumans. 

"What If... the Red Guardian Stopped the Winter Soldier?"

This was the first of two episodes that I felt weren't for me at all. This episode felt like a bigger missed opportunity than with the season premiere but with bigger implications as it makes the same mistakes as Thor: Love and Thunder made in terms of thinking comedy is the right decision for this narrative when a serious straight to the point story would have hit this home harder. 

I don't understand the instance to make every appearance of David Harbour's Alexei Shostakov/Red Guardian a bumbling goof when he showed in Black Widow that he could be serious, especially when it came to protecting his "daughters". Unfortunately, I guess that's what I'm going to have to expect from every iteration of this character, especially with him set to return in July 2025's Thunderbolts*. 

The entire runtime of this episode tries to turn this story into a buddy cop comedy and it doesn't work on a lot of levels. I personally don't think Bucky Barnes, even when he was much more serious (or rather the "straight man") and more lacking emotion as the Winter Soldier, and Red Guardian click well at all. It sucks because you would think that this could work but it falls flat time and time again. When it comes to the action bits, it works, but when it devolves into comedy, I don't think they mesh well at all. 

The only bright spot I found was in the scenes with Laurence Fishburne's Bill Foster/Goliath making another appearance in this series. Maybe it was just me but I thought America Ferrara's Ranger Morales was trying a bit too hard to be more than what she was here for, but maybe I was reading too much into her character. She had far too much screen time for a one-off character so I found myself trying to figure out who or what she was supposed to be here outside of filling in the role of Foster's impromptu sidekick. 

The cameos and moments in Las Vegas were a nice touch, but at the end, this was a big nothing burger of an episode for me.  I saw a video on YouTube titled "The Brainless and Brainwashed Tour of America" for a review of this episode and I couldn't agree with that description enough. I didn't watch that review, but kudos to the creator/author for that one. I can't get it out of my head now when I think of this episode. 

"What If... the Emergence Destroyed the Earth?"

If Episodes 3 and 4 qualify as the two goofiest/lighthearted episodes of this season, then 5 and 6 get the award for being the two darker tales of this season outside of the two-part finale. 

This story takes place on an Earth that was split apart by the Emergence of Tiamut's birth - something that was thwarted in the main canonical 616 universe by the Eternals. That Celestial's birth left the Earth in ruins, leaving Quentin Beck of all people to takeover Stark Industries. Let's not forget that the MCU iteration of Beck was a disgruntled Stark Industries employee that used the same technology that he and his cohorts were developing to create his Mysterio illusion technology. In this universe, he uses Stark Industries' technology to create an army of drones called the Iron Federation to herd up the survivors of humanity, with the (White) Vision serving as his lieutenant. In this reality, super-genius Riri Williams is recruited by Wong, Okoye, Valkyrie, and Ying Nan to their alliance since they have been following her attempts to create a countermeasure to defeat Vision for good. They give her literally a few minutes to finish her work while their Alliance is systematically taken down by the Vision on his own until she's able to hodge-podge this device together at the last second and shut down Vision's systems. 

I think I would have enjoyed this episode even more if it wasn't saddled with having to be rushed for the sake of setting up the Watcher's dilemma in the background. I did enjoy that we got to see more of Emily VanCamp's Sharon Carter/Power Broker from The Falcon and the Winter Soldier - a character that should have a LOT more of a presence in this post-Endgame state of the MCU. Imagine if that character had as much pull and reach as the Shadow Broker from the Mass Effect series when Liara took up the role after the events of Mass Effect 2? Good or evil, Sharon Carter deserves to have a significant role in the MCU, especially if the writers didn't go all the way with making her Steve Rogers' modern day love interest to move on from Peggy Carter. I was personally more interested in seeing how those events following Captain America: Civil War has hardened her to the truths of this world after seeing firsthand that the espionage world and political landscapes were never going to be able to see the full picture of what was going on to keep the world safe. Viewers deserved the opportunity to see Sharon learn from her hardships that the best means of survivor is to look out for yourself above all else without any attachments. It would have given more substance to her actions at the end of The Falcon and the Winter Soldier and not make it feel not so rushed and uncharacteristic to an extent. 

With Riri Williams, I felt like this story was hindered in terms of showing viewers more about this character when her Disney+ series has been constantly delayed and pushed back. I doubt the top brass in Marvel Studios want this variant of the character to be the first thing that viewers think of when they learn about this character so they wanted to keep details at a bare minimum following her appearance and partial debut as one of the supporting cast members in Black Panther: Wakanda Forever. I would have loved to know why she was so distant and self-reliant in terms of her personality, but it didn't take much convincing from the Alliance to get her to work with them. She didn't trust the Power Broker in the least, but she was so trusting of the Alliance and bonded with them to the point where she was emotionally devastated when they were all revealed to be already dead by Beck.

If Marvel Studios were looking to lower any skepticism about Riri being a Mary Sue like her comic book counterpart's debut, then they did a bad job with that feat right out of the box. I thought it was pretty careless of her as an alleged "genius" not to consider that Beck didn't have a backdoor into all of his Federation drones, including Vision once she used Vision's components to transform herself into a human-synthezoid hybrid. I will give the writing for this episode props for the twist considering how far Beck's illusions have gone in this story and how hopeless it was for Riri by the time it was all said and done. 

If it weren't for the Watcher's interference, Riri wouldn't have summoned the courage to fight back and act as a beacon of hope for the remaining survivors. However, it was this interference that garnered the attention of three other Watchers, who have disagreed with our Watcher's actions of late. 

"What If... 1872?"

The more I think about this episode, the more I wish we got a full-blown film or television series set in this universe. It's not hard to have fun with an Old West setting, especially with these two heroes that they choose to work with - Shang-Chi and Hawkeye (Kate Bishop). I was pleasantly surprised to see that they went with Bishop having actual guns instead of trick arrows in this setting while Shang-Chi stuck with his martial arts/hand-to-hand fighting skills like a typical kung fu flick. It was a fun mash-up, especially with the callback to Iron Fist with Kwai Jun-Fan appearing here as well. 

Debuting the Hood in this episode was one hell of a choice, especially to say that viewers aren't even going to be familiar with that villain to say that the Ironheart Disney+ series keeps getting pushed back. With Riri Williams, they could at least say that she appeared in Black Panther: Wakanda Forever so viewers would be SOMEWHAT familiar with her to an extent, but The Hood making his/her/its debut in this series first in the MCU so that was one hell of a choice. I would love to revisit this episode after its live-action debut to see if things align the same in terms of its powers and properties. 

The shock was lost on me when Shang-Chi barely reacted at all to Kate's mistake and nothing changed between them in the final moments of the episode as they rode off into the sunset together. It was really off putting as that made it feel like this story was made insignificant (much like the one before it) in terms of setting up the events of the two-part finale that saw the Watcher confronted by the other Watchers for his constant interference. Their skirmish causes shards of the Watchers' observatory to spill into the multiverse. 

This is another setting that I would love to see them return to in any capacity with more time. This is another casualty of these 30 minute time constraints as in a lot of cases, it doesn't feel like enough time to get the point across in these alternate realities. A lot of these episodes would benefit being a hour long instead of being shoehorned and confined into being 20-30 minute tales. 

"What If... the Watcher Disappeared?"

The first opening moments of this episode had my jaw on the floor despite seeing the trailers for this season. It opens in the same setting of the Season Two (Earth-625), on a Xandar where Nebula joined the Nova Corps. This time however, sees Xandar being attacked by an inter-dimensional universe-eater that are stopped by a team lead by an older Captain Carter, consisting of herself, Kahhori (the original character created for this series and later for Marvel Comics that made her debut in Season Two), Ororo Munroe/Storm the Goddess of Thunder (a Storm variant wielding Mjolnir, marking her MCU debut depending on when/where X-Men '97 exists in the Multiverse, voiced by Alison Sealy-Smith no less), and finally an adult Byrdie. Yes, the same Byrdie from Episode 4, all grown up and voiced by Natasha Lyonne. From this team roster alone, I was vastly disappointed at the fact that more people weren't talking about this episode. 

I want to put it out there that I think that I would not be opposed to the idea of Natasha Lyonne voicing Rogue in X-Men '97 when/if Lenore Zann ever decides to hang it up. She has that Southern cadence to her speech and line delivery, so I think she would be a perfect replacement/successor to take on the role. 

Side note: It's nuts how much Natasha Lyonne obviously influenced Byrdie's adult design too. She looks absolutely nothing like the infant we saw hatched at the end of Episode 4. 

After defeating the monster, Carter's team realize that three shards from the Watcher's observatory were among the remains and quickly deduce that the Watcher is in trouble. The rest of this episode centers around Carter's team devising a strategy to reach the Watcher's observatory. I thought it was pretty silly that the Watcher deputized Carter to act as his agent of sorts to deal with these multiversal crises that flare up, but never gives her a means to reach him if necessary.

For what it was worth, this episode did a great job of establishing this team's chemistry and their relationship with one another in such a short time span. I know that most MCU detractors saw the team line-up from the previews and instantly raced to spew more "M-SHE-U" hate speech to fuel their reasoning behind convincing themselves and others that these female-led stories are the main reason why the MCU has being declining in quality as of late, but for what it was worth, I thought this episode did a great job with making me care about this team. They even squeezed in an explanation concerning what Captain Carter has been up to in her adventures since where we left her at the end of Season Two with a simple photo showing her reuniting with the other Multiverse heroes that she teamed up with in the past. It doesn't take much to gather that Peggy has been alive for a very long time by this time where we have caught up with her again and seen a lot in her travels to the point where she desires not to have to lose anymore friends, especially not the ones that she has surrounded herself with currently. Storm's wisdom and motherly presence is always welcome, whether it's in X-Men '97 or the original series, during the Secret Wars arc in the final season of Spider-Man: The Animated Series, or any other media that she has appeared in. Getting Alison Sealy-Smith to voice her here was the icing on the cake. I was glad to see Kahhori again, even though it felt like she and Peggy stole the show at the end of Season Two, but a new character like her deserves to get as much screen time as possible before transferring into the comic book medium to garner interest. Then last but not least, Byrdie was the treat that I didn't know that I would want to see more of after putting up with Episode 4. Seeing her life journey seems like a missed opportunity, especially since we’re not going to get more of this show and the characters within it. Unlike the episode devoted to her birth, I think Kat Dennings and Seth Green would have killed it by juggling the hilarity of being parents of a super powered child if we were allowed to see more of that. For what it was worth, it was funny to see Darcy Lewis and Howard the Duck calling and checking in on her to give the viewers a little insight on how that relationship would have played out. 

The quest to find the means to travel to the Watcher's observatory took an unexpected twist as the team's only option was to request help from an Infinity Ultron variant that they could reprogram to convince him to aid them on their journey. I did appreciate the not-so subtle Easter eggs in the form of a mention that they acquired equipment from the Time Variance Authority (TVA) along with the fact that they were trying to reconfigure Kang the Conqueror's time chair for their own usage. It's safe to assume that Peggy's team has defeated the Council of Kangs at some point too whether people want to think about that. Peggy ends up confronting Ultron on her own but ends up being captured and put on trial like the Watcher. When confronted by the others, this Infinity Ultron variant agrees to aid Peggy's team without conflict as he has come to the realization after eliminating all life in his universe that there is no peace without life.

Seeing this whole thing come full circle with Infinity Ultron going from an enemy to an ally was an interesting twist (even though he had already shown evidence of reaching a higher plane of enlightenment, comprehension, and awareness than his original programming in Season One, so it wouldn't be that much of a stretch to believe that he would have reached this conclusion in all realities at the cost of an universal extinction event), but it wasn’t given the time that it deserved to land with viewers to process to give it the emotional impact that moment required. Instead, it created another moment where it felt like the story rushed past this moment without giving viewers any time to digest Ultron’s change of heart at the cost of moving on for the finale. I suppose it can’t be helped given the fact this single episode was already so jammed packed with content as is for its half-hour runtime.

"What If... What If?"

The final episode starts with a flashback in which the series officially establishes the Watcher's identity as Uatu as he is typically known as in Marvel Comics. Uatu is then recruited by the Eminence to become a full Watcher. Back in the present, Uatu is on trial for his repeated offenses for interfering in the events throughout the Multiverse. 

I laughed my ass off in delight at the name drop/mention of Uatu's involvement in saving Madisynn from She-Hulk: Attorney at Law. (Laughs) I'm begging Marvel Studios to give us a Disney+ show of Madisynn and "Wongers" watching television together, even if it’s just one of those Special Presentation one-offs like Werewolf By Night. 

Peggy's team is reunited after Infinity Ultron rescues Uatu and Carter and holds off the three other Watchers on his own while they escape. His sacrifice proves fruitless against the Eminence, Incarnate, and Executioner. Uatu and Carter's team are then cornered by the three Watchers and forced to fight them to a massively one-sided battle until Uatu grants them the powers of a Watcher. I could see how people would see this moment deserves an instant "Mary Sue" label slapped right onto it, but let’s not kid ourselves here. Captain Carter alone has wielded all of the Infinity Stones and countless sacred and mythical weapons and items in the Season Two finale. Who isn’t to say that this level of power doesn’t come with the knowledge to wield it properly on top of each of her team members’ own individual powers and skills? To me, this highly stylized final climactic battle came down to Carter’s team overpowering the Watchers with their own amplified powers and not just the Watchers’ own. And even still that wasn’t enough in the end as the Eminence, Incarnate, and Executioner all possessed the mastery and means to erase them from all realities. That’s what made Captain Carter’s noble sacrifice significant in the end, she was willing to erase herself just to spare her friends from that fate by transporting them to the sentient universe that Doctor Strange Supreme recreated at the end of Season Two. This is where the three Watchers were at the mercy of Uatu and Carter’s team as their powers were neutralized there. Uatu opted for a civilized solution to this skirmish by offering that they all learn as he has to watch over this new universe. They relent to Uatu’s terms while Carter’s team mourns her death and sacrifice. Uatu offers them a place to watch the universe with him and that’s where this series ends with a final teaser montage of images of possible 

I saw a lot of people buzzing about the possibilities of this montage, but a lot of them felt like ideas that they pulled out of their asses at the last minute. It wasn’t as interesting as Professor Xavier’s vision of what was yet to come in the final episode of X-Men: Evolution in terms of adapting beloved storylines or future (grown-up and more comic centric) versions of those characters and teams. I personally found the ideas that the creators of this show mentioned that were on the chopping block in terms of missed opportunities: 

Ideas that were considered for the season but not used include trying to involve the band Kiss in six different episodes, one of which would have been a galactic Battle of the Bands concept with Kiss serving as the judges; a samurai episode that Andrews described as "hardcore and just brutal and awesome" with elements of Romeo and Juliet; a Dungeons & Dragons-styled episode; an episode centered on Sam Wilson and Yelena Belova where the latter would be the Winter Soldier; and a kung fu-themed episode featuring Iron Fist and Shang-Chi. Andrews also wanted to include the characters Beta Ray Bill and Ghost Rider, but Marvel informed him that they were off-limits because they may appear in future projects and wanted to prevent the writers from telling similar stories. Furthermore, despite technically having access to X-Men characters due to X-Men '97 (2024-present) being released prior to the season, Andrews and his team were unaware of whether they had permission to do so during development. In retrospect, Andrews expressed regret towards not using Hugh Jackman's Logan / Wolverine. - Wikipedia

Visuals

Even though I don't obsess over the quality of the visuals as much as most people when it comes to this series, I will comment on them for this season. There's still those odd transitions and scenes where the backgrounds and/or environments look strange or outright bizarre from the lack of rendering done to them. As someone who dabbles in 3D rendering and design, it comes across as lazy shortcuts used to save time. In terms of character models/designs, there's still the occasional odd facials with the models that try to resemble their live-action counterparts that just come across as looking goofy, especially when it comes to the male character models over the female ones. I get that this is a cartoon, but the art style doesn't do them a lot of favors when they are clearly striving for more realism with the visuals. It works for the sillier, less serious episodes though. I just wish after three seasons they would have found some sort of a balance. At least their female models don't look as noticeably identical as they did in the first season to the point where it was comical and people were rightfully justified for criticizing them for that. 

On the other end of the spectrum, this series is at home when it comes to its anime-like action sequences and fight scenes. This series never ceases to impress me in that regard and that trend continues here. If this team does anything else, I hope they are brought onboard to do some of the 3D rendered fight choreography for some of Marvel Studios' live-action endeavors if they aren't onboard already. 

Closing Thoughts

As a series finale, I can't help but feeling wanting more from this series, despite the fact that we got three seasons. I felt that the writers were really getting the knack for these stories and starting to cut loose and have more fun with these stories, only to have the rug pulled out from underneath them. If we can be perfectly honest and stop kidding ourselves, there's not really a single storyline that is neatly wrapped up here. Starting with the Eminence, Incarnate, and Executioner, Uatu may have humbled them to escape judgment but what is stopping the rest of their race to challenge him in a similar manner? Sure, we got a resolution of sorts of Uatu's desire to stop being merely a casual observer and act when he sees fit upon some of the injustices in these worlds and got to know him more in this season than in the previous two before it, but there's still a lot left on the table. Captain Carter's story seems to end here, but much like Doctor Strange Supreme, I think she will have a continued presence, especially if the MCU is going to dabble with more "what if...?" scenarios and variants with Avengers: Doomsday and Avengers: Secret Wars right around the corner. I would imagine that the What If...? writers would like another crack at Captain Carter being "properly" represented in live-action after they clarified that the one who was unceremoniously killed by the Scarlet Witch in Doctor Strange and the Multiverse of Madness was NOT theirs that served as one of this series' main characters. 

In a cruel, twisted sort of way, Peggy's journey has come full circle in a similar manner as Steve Rogers' own in the mainline 616 continuity. The only difference being that Peggy didn't get her happy ending/reunion with Steve like she wanted to get that one last dance. This may be selfish of me, but I would love to see this Peggy Carter variant meet the mainline Steve Rogers and see what kind of interaction they would have. I suppose it would be the same as her meeting with Rogers in the "What If... the Avengers Assembled in 1602?" episode from Season Two, but would be fun nonetheless. What they did have in common is that they both ended their hero's journeys on their own terms, sacrificing it all - no matter what it takes - protecting the ones that they loved the most.

Even if you don't like Captain Carter "hogging the spotlight" as most people describe her appearances in this series to be, that trait is one that is most admirable when it comes to these heroes across the Multiverse. There are so many variables across the Multiverse, but one thing is certain that these universes will continue giving birth to individuals who are willing to make sacrifices - whether for the greater good or detriment of said universe.