And thus as a new year begins, Marvel’s What If…? ends. The eight-episode third and final season of the animated show rolled out over over the last week of December, and I have done my best to corral some thoughts about it.
While some of the episodes were sharp and fun, I think this season showed even more of the strain of season two: some of the ideas simply needed more time and space for them to work. The episodes that worked the best (for me, at least) were the light, poppy ones that introduced a strong premise and then focused on one or two elements of it. The clash between Red Guard and Winter Soldier; Howard and Darcy The Duck becoming parents; Agatha Harkness becoming a movie star—those are all perfect for this type of show. But when What If…? tried to delve into larger questions, or stories about tyranny and rebellion, it became so top-heavy that not even Jeffrey Wright’s mellifluous voice could carry me through. But in the interest of good faith, I’m going to dig into the two big questions the show seems to be asking.
Unfortunately I have to start with a pretty big, pretension-adjacent thought, because the big question asked by What If…? this season is, to paraphrase Nick Cave, do we want an interventionist God?
If you zoom out enough, what are superheroes really about? They can be aspirational, showing us what we can be if we try hard enough. They can be seen as a threat, an unnatural replacement of ordinary hard-working humans. They can be salvific figures that swoop in in times of extreme stress and do things that regular humans can’t.
What are our superheroes saying about us right now, in 2025?
What If…? opened its first season by reiterating that The Watcher wasn’t allowed to break his Oath. He had to stand back, apart from life, and Watch stories as they played out—no matter how much it sucked, no matter how many times the bad guys won, or kids got killed, or whole universes ended, or his heart was broken. He was not allowed to intervene… and of course, the series kicked into high gear when he did. This trend continued in season two, and now, in season three, his interventionist tendencies have become the fulcrum point of the whole show. Should he intervene? Why or why not? Who gets to decide? Obviously my tendency, as a mortal, regular, non-superheroic person, is to yell YES HELP THEM—but should that be my reaction? Shouldn’t these people work together to solve their own problems instead of abdicating the responsibility of being human, and throwing themselves on the mercy of an unseen deity?
Now I think these questions work for the show, or at least they would have if given a bit more runtime. The other big question led to the episode that offended me, and that one is: how do you rebel against an impossibly strong tyrant?
Follow me as I recap What If…? and ponder that question below.
“What If… the Hulk Fought the Mech Avengers?”
The opening episode in the third season of What If…? follows tradition by being… not that great. (I wish I could say this was my least favorite episode. Alas, there is one that’s a little worse, and one that’s infuriating”—but we’ll get there!) In this universe, Sam Wilson befriends Bruce Banner and talks him into coming to therapy sessions, but after Bruce suffers a setback he tries to cure himself by applying even more gamma.
This does not work.
The result is an overstuffed episode that tries to do way too much, and my only advice is to watch Godzilla Minus One instead.
“What If… Agatha Went to Hollywood?”
This is mostly fun! Not quite as fun as its concept—but I’m not sure anything could be? Agatha Harkness is the biggest star in Howard Stark’s movie studio (!!!), where she uses her magic to create practical effects. The only problem is that her spell to siphon a Celestial’s power isn’t quite coming together. At least not until she calls for some help from an Eternal.
Favorite Quotes:
- “Cary Grant owes owe me a favor” —Howard Stark (Say more immediately, Howard.)
- “I want Busby Berkeley to see this and contemplate becoming a realtor!” —Howard Stark
- “Never mess with Number One on the call sheet.” —Agatha
- “That chemistry was hotter than the Hindenberg! ” —Howard Stark
- “It’s the house that will make you question the decency of capitalism.” —Jarvis, about Howard’s house.
- “I’m Howard Stark. I’m the smartest person on earth. Of course I knew! And I also knew I’d save a hell of a lot of money on special effects if I used actual magic.” —Howard Stark
“What If… the Red Guardian Stopped the Winter Soldier?”
This is almost my favorite episode of the season. Red Guardian travels to the U.S. to prove that he’s just as important to Mother Russia as the recently-defrosted-and-deployed Winter Soldier, and watching him try to foment a workers’ revolution, whilst pretending to be average American citizen Bob Toledo, whilst also becoming surprise BFFs with Bucky, is fun as heck. As with a lot of these, I wish the creators had committed to doing longer episodes, because I’d love to see more of the universe where Red Guardian saved Howard and Maria Stark.
Favorite Quotes:
- “You know what Karl Marx said about machines—they make men lazy!” —Red Guardian on the Winter Soldier’s over-reliance on guns
- “This is a quality automobile! …which is a credit to the workers union that built it.” —Red Guardian on an impressive American car.
- “Ahh, all these lights! Who is paying the electric bill??? The worker, that is who.” —Red Guardian on the glitz and glamor of Las Vegas, Nevada.
“What If… Howard the Duck Got Hitched?”
This is my very favorite episode. Just when I thought they weren’t going to give us a Christmas story, we get a skewed Marvel Nativity. Howard the Duck and Darcy (Seth Green and Kat Dennings) had a whirlwind romance and a Vegas wedding two seasons ago, and apparently these two crazy kids have made the relationship work, because Darcy has (AFTER NINE HOURS OF LABOR THAT THEY THANKFULLY SPARED US) laid an egg. But since she laid their egg during the Convergence, when the Nine Realms align and mystical shit occurs, people have decided that the baby is going to be an extra-special being once it hatches. Shady people, like Kaecilius, Malekith, Zeus, and a couple of Thanos’ henchpeople. So the proud parents have to become refugees, on the run from various factions who want to steal their baby for its power (or, in the Grandmaster’s case, want to cook the egg up for brunch—which is even worse than all the rest of them) and on top of that Nick Fury’s decided to take the egg because he doesn’t think Darcy and Howard can parent it.
Meanwhile poor Loki just wants to open a ski resort on Jotunheim, and he’s excited for the new family to be his first guests.
Somehow there’s actual emotion under all the wackiness.
Favorite Quotes:
- “I am a master of the Dark Arts.”—Kaecelius
“I am a Dark Elf! It’s in the name, you dimwit!”—Malekith
- “An egg? You called me for an egg???”—Thanos
“What If… the Emergence Destroyed the Earth?”
This is the one that offended me. Not an easy feat, let me tell you! I’ll explain more at length below a spoiler warning, but as for the plot: after a Celestial’s emergence destroyed the Earth, Quentin Beck used the chaos to take over Stark Industries and what was left of the world. He’s turned it into a vaguely defined dystopia, so cluttered with his illusions that it’s almost impossible to fight back. But now, decades later, Riri Williams and a ragtag Alliance (Okoye, Wong, Valkyrie, and Ying Nan) are trying to bring him down.
Least Favorite Quote:
- “A lot of people died for all this. if you really think there’s no hope in this world then make some yourself.” —Ying Nan
“…y’all got any snacks? I work better with brain food.” —Riri Williams
“What If… 1872?”
This episode has two main threads. In the first plot, Shang Chi and Kate Bishop patrol the Old West on horseback. You see, round these parts a nefarious outlaw called The Hood has enslaved Chinese railroad workers, and whipped up bigotry and hatred for the Chinese railroad workers, and now it seems he’s taken to kidnapping them. Or at least, they seem to be disappearing. This is a pretty solid, slightly fantastical take on real anti-immigrant fearmongering. Both Simu Liu and Hailee Steinfeld have fun with the voice acting, with Liu adding a great twang to his lines, and Walton Goggins shows up as the secondary antagonist and is, as always, fabulous.
In the other, The Watcher tells us that the further out you get in the Multiverse, the weirder things get (“Think less what if…? and more What the hell???”) and informs us that in one such universe, Ultron was programmed to sing showtunes. Which if that’s the case why are we getting a Marvel Zombies spin off and not that. And of course when we check back in with The Watcher, we see him ONCE AGAIN breaking his Oath, like he always freaking does, except this time the Other Watchers have finally Watched Him when does it. Oops.
Favorite Quote:
- “You get it at this point: small choices, big changes, etc.” —The Watcher
“What If… the Watcher Disappeared?”
This episode introduces us to a sort of inter-multiversal Avengers team consisting of Peggy Carter (Hayley Atwell), Kahhori (Devery Jacobs), the now-grown-up Byrdie The Duck (Natasha fucking Lyonne), and… ORORO AKA STORM THE GODDESS OF THUNDER WIELDING FUCKING MJOLNIR.
Sorry.
I just, that one got me.
Storm is, of course, voiced by Alison Sealy-Smith. Right after saving Nebula (Karen Gillen), Groot (Fred Tatasciore), and Korg (Taika Waititi) from a big tentacle-y thing, they’re all almost impaled by shards of the fifth dimension. Which should be the title of a fantasy series, but no, it’s the detritus that resulted when the Eminence (Jason Isaacs), the Incarnate (D. C. Douglas), and the Executioner (Darin De Paul). apprehended the Watcher. So naturally this episodes ragtag team head off to save him, with an assist from a very unlikely ally.
“What If… What If?”
Part two of the previous episode, the conclusion of What If…?, and about half of a solid episode. Unfortunately it falls victim to the the usual Marvel problem: overpowered superbeings hit each other while grunting and screaming, with no indication of their relative strengths or weaknesses, until the fight is resolved in a sustained flash of blinding light. But when it focuses on the characters and the ideas behind the show, it manages a surprising amount of emotional heft.
Favorite Quotes:
- “Your mother didn’t invent inter-universal communication so you could ignore our calls.” —Howard The Duck
“Can you get me those donuts I like from the universe where carbs make you lose weight?” —Darcy
“We need those donuts.” —Howard The Duck
“I need those donuts!!!” —Darcy
- “There is no peace without life. But there is no life without conflict.” —Infinity Ultron
- “…some girl named Madisynn with two ‘N’s and one ‘Y’???”—The Eminence listing out people The Watcher has saved through his interference.
- “Everything…it’s beautiful…” —The Watcher
“No, it just is. You are a Watcher now. You make no judgements, only observations.” —The Eminence
What If… I talk about spoilers now?
Overall, I think last season was stronger than this one, which is annoying since this is What If…?‘s final bow. Having said that, the four episodes that worked for me were all fun, but more than that, they took the premise of What If…? and ran with it. The point of this show, I think, is to take all the training wheels off the MCU and take characters in directions they would never normally go. So not only does 1872 take on the very real exploitation of Chinese railroad workers, and ask what would have happened if superheroes existed, but also it gives the somewhat buttoned-down Shang Chi and the very urban Kate Bishop the chance to be a pair of gunslingers roaming the deserts of the West. And turning the “Ten Rings” into the ten chimes of church bells you can use to summon the pair? That’s the kind of remix I’m here for.
Taking monosyllabic, stoic Winter Soldier and pairing him up with boisterous commie true believer Red Guard? Let’s get a whole season of that. I didn’t know I wanted to see Howard Stark as a lighthearted mashup of Howard Hughes and Orson Welles, but now that I’ve seen it, I feel like my life is more complete than it was. And Natasha Lyonne voicing the nigh-messianic offspring of Howard and Darcy The Duck???
Have you been reading my diary.
That kind of stuff is so much more lively and fun to watch than yet another rehash of The Crushing Guilt of Bruce Banner. It’s so much better, on ever level, than watching characters punch each other into oblivion! This is my frustration with the show—when it really ran with its premise it was fantastic, but I ended up feeling like it squandered a lot of its three seasons.
And again, I am glad that it occasionally dealt with the other side of its double-edged sword premise: what is it to be a Watcher? What do free will or choice mean in a multiverse of infinite possibilities? Should the Watcher ever intervene? I just wish we lived in one of the universes where every single problem, even in our fiction, resulted in people whipping out either fists or guns.
But I think I have to dig into my real problem. I think this will be a real, lengthy essay at some point, but for now I feel I should explain why “What If… the Emergence Destroyed the Earth?” offended me.
In this universe the Elemental buried within the Earth burst forth, destroyed the planet, killed a LOT of people, and caused untold destruction. Opportunist Quentin Beck used that tumult to take over Stark Industries, and rebuilt the world in his own image. Beck manipulates people’s perception of reality to his own ends, so as he rebuilds society, those illusions are built into the structure of reality. Basically, what’s left of this Earth’s populace are living inside a gaslight. No one can know the facts or the truth about anything, and the concept of sanity itself is rendered irrelevant.
How the hell do you fight that?
Now, this is an incredible premise—for a full-length film. Obviously this idea has a disturbing resonance as I write this, in a world addled by social media, “AI”, deep fake videos, fake news, truthiness, conspiracy theories, would-be autocrats, and successful (for now) autocrats.
One almost longs for an Elemental.
The Watcher opens the episode with a grim warning that he’s Watched Riri try and fail to save this world many, many times. He laments that she’s doomed to fail again. So, knowing that it’s hopeless, we join him. We Watch as she tries to circumvent Beck, and more dire, his henchbeing, Vision, by buying black market analogue tech for weapons that will be beyond his reach. In this instance, it’s an Easy-Bake Oven, a touch I really did love. Obviously she’s caught—and presumably the story sometimes ended here—but in this universe she’s rescued by an Alliance and taken to their HQ in The Titanic. Another touch I loved.
And here’s where the trouble starts. The part of the Alliance that we meet are the A-Listers, Ying Nan (Michelle Wong), Okoye (Kenna Ramsey), Wong (David Chen), and Valkyrie (Tessa Thompson), and they’re the only ones who are in full color. They’re the only ones who get speaking roles. The other few dozen Alliance members are animated with the same colors as the background, none of them speak, I think they all wear helmets the entire time they’re onscreen. And then we watch as they’re all mown down by Vision, who has, of course, infiltrated HQ.
They all die voiceless faceless nameless deaths, protecting a girl none of them have even been introduced to, because she such a super genius the leaders of the Alliance think she might finally give them an edge. Specifically as she tries to create a blaster that she says will take about 12 hours to finish. Except then Wong tells her she has seven-and-a-half minutes.
And we watch the Alliance members die, as Riri curses and scowls and screws parts together and insists that she won’t finish the thing—because how can she do a twelve hour job in seven-and-a-half-minutes—except then she DOES.
Vision comes through the wall, and she’s able to shoot him down. She strips him for parts with the intention of becoming a Synthezoid hybrid herself. The A-List Alliance, the only ones who survived, are all astonished and over the moon that they have a real shot against their oppressor. The Watcher is unsurprised and sad. Apparently, in all the variations of this story, this is where it all goes wrong. But he says nothing.
But hang on. The show has already gone wrong as far as I’m concerned, because a scientist has told us how long a job will take, and is able to do it in a ludicrously shortened timeline, because… she’s just that good? Seriously? That’s not how engineering or computer programming or anything works. If they’d at least gone with, I don’t know, four hours to make the analogue doohickey, and she had talked about corners she was cutting, and those cut corners proved relevant to the plot, I might be willing to go along with it.
But not this. This is magic, not science, and I don’t care how many times you tell me she’s a genius, if you don’t show me her work, I can’t believe you.
Now on to where it gets worse.
Using Vision’s tech, Riri can see through Beck’s illusions and guide what’s left of the Alliance to Beck’s inner sanctum. They travel through Beck’s weaponry, they lose Wong, Okoye, and Valkyrie along the way, and finally Ying Nan leads her into the hub of Beck’s tech… where Riri finds out that most of what she just experienced was an illusion. Because of course it was an illusion—but not from the point where she did a twelve-hour tech job in less than ten minutes, no AFTER THAT. She did, in fact, defeat Vision. It’s just that since Beck and Vision are neuro-linked or whatever Beck was able to run the show as soon as she became a Synthezoid. She realizes in flashes that the A-List Alliance is dead—and now she’s sad, because she actually spoke to them for a few hours—and oh yeah all hope is lost etc.
The Watcher exposits about how she’s given up, etc., and then he finally intervenes and tells her to fight. He calls her by name, gets her to look up at him, and tells her to fight back. And she does! Somehow! She’s just able to pull her power back from Beck, and then she flies up into the sky and writes a big sparkling cosmic graffito of an Avengers A in the sky, and as Beck dies she says she’s fighting him with “Hope”.
I think the reason I’m so pissed is that this episode offended me on two different levels. First of all, don’t tell me a character’s a scientist and then show me a mockery of the scientific process. But also, don’t give us this weird fake version of “hope”.
The writers wanted to make this entire season a question of intervention, of The Watcher asserting his own individuality, of him learning that “no one is no one” and helping precisely because he sees people—all people—as worthy of a fair shot in a decent world. And that’s GREAT. That’s the kind of story we so goddamned desperately need right now.
But this one episode undercuts all of that, because The Watcher has to wait until all hope is lost, and Riri’s spirit is broken, way past the point when she’d actually be able to fight, for maximum drama. And yes, yes, I know, it’s just a TV show. But it’s a TV show about how every tiny choice we make can build or destroy a world—and the lazy writing of this one episode nearly destroys the series.
