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What If…? episode 3 recap: Marvel heroes’ careers are cut short by a mystery villain


Nick Fury and Hawkeye have to deal with a deadly situation.


Marvel Studios

After T’Challa’s exploits as Star-Lord last week,  Marvel Cinematic Universe animated series What If…? reached its third episode on Disney Plus on Wednesday and brought us into an alternate reality version of the era when SHIELD Director Nick Fury (Samuel L. Jackson) was gathering heroes to form the Avengers. It doesn’t go quite as smoothly in this new universe.

The all-seeing-but-never-interfering Watcher (Jeffrey Wright) guides us through a super challenging week in the life of Fury, in What If…The World Lost Its Mightiest Heroes?

Phase 1-themed SPOILERS on the way.


Marvel Studios

The Avengers Slayer

This episode sees the Avengers candidates killed off by a mysterious someone, ultimately revealed to be Hank Pym (Michael Douglas, delivering an excellent vocal performance). The point of divergence that led to this reality was Fury recruiting Hope van Dyne (who becomes the Wasp in the main MCU timeline) as an agent of SHIELD.

Yellowjacket appears on the Avengers 59 cover

The twisted Hank Pym’s costume is similar to his Yellowjacket one from the comics.


Marvel Comics

Hope was apparently killed on a mission outside Odessa, Ukraine. In the original timeline, Black Widow mentions being once being attacked by the Winter Soldier at this location while escorting an Iranian nuclear engineer — hinting that Hope was slain by the Hydra assassin in this reality. Hank is furious that Hope died on a SHIELD mission since he lost his wife Janet Van Dyne the same way (he doesn’t know at this point that Janet is alive and trapped in the Quantum Realm).

The costume Hank wears in this episode seems to be a mix of his Ant-Man one, the Yellowjacket outfit created by Darren Cross in the first Ant-Man and the Yellowjacket one Hank wore in the comics.

Hank’s comic book counterpart took on the Yellowjacket identity after a lab accident. He acted more recklessly after this — leading to an infamous (and universally despised) moment where he struck Janet in anger. This resulted in the pair getting divorced and Hank getting expelled from the Avengers.

Killing Phase 1

As it follows Hank’s horrible murder spree, this episode takes on a whistle-stop tour through shortened and altered versions of sequences from early MCU movies.

  • Iron Man 2the day after Tony gets drunk and fights Rhodey at his party. Hank kills Tony by entering his body as Black Widow tries to give him a shot of lithium dioxide to suppress the symptoms of his palladium poisoning.
  • Thor — the God of Thunder’s infiltration of the SHIELD site where Mjolnir fell to Earth. Hank slays Thor by making Hawkeye’s arrow fire and later murders an imprisoned Hawkeye. 
  • The Incredible Hulk — the moment when General Ross and his forces confront Bruce Banner at Culver University in Virginia. A tiny Hank enters Bruce’s body through a sniper’s bullet and ultimately makes him burst by attacking his Hulked-out heart (turns out he can die). He ambushes and kills Black Widow shortly afterward.
Loki and Sif in Marvel's What If...?

Loki leads an army of Asgardians to Earth, and he has no intention of leaving.


Marvel Studios

Asgardian incursion

Upon learning of Thor’s death, Loki (Tom Hiddleston) leads an Asgardian army to Earth to enact “retribution.” Once Fury figures out Hank is the killer, he convinces the God of Mischief to help bring him in.

Predictably, Loki betrays Fury’s trust and decides to take over Earth. He apparently manages to make every nation bend the knee in one day — how efficient — and delivers his “You were made to be ruled” speech (previously seen in 2012’s Avengers) from the United Nations. 

However, even with four of the original five Avengers candidates dead, Fury hasn’t given up on the idea of gathering a team — he’s apparently starting with Captains Marvel and America. I’d quite like to see this team going up against Loki’s Asgardian forces.

Observations, WTF questions and Easter eggs

  • “Save your spin for Pierce,” Brock Rumlow (Frank Grillo) says to Black Widow, in a subtle reminder that SHIELD is utterly corrupted by Hydra at this point in the timeline. Alexander Pierce is quietly advancing the subversive terrorist group’s agenda within the US government.
  • Thor smells like lavender, even when dead.
  • This is our first time seeing Betty Ross since The Incredible Hulk in 2008. She’s voiced by Stephanie Panisello (who plays Claire Redfield in 2019’s Resident Evil 2 remake), replacing live-action actor Liv Tyler. Hopefully, Tyler returns in an upcoming movie or show — her character would fit nicely in She-Hulk.
  • Edward Norton played Bruce Banner in The Incredible Hulk, but he’s voiced by current MCU actor Mark Ruffalo.
  • Loki wields the Casket of Ancient Winters, a weapon that revealed his true heritage as a Frost Giant in the main timeline, when he invades Earth.
  • This is our second recent cameo from Lady Sif (Jaimie Alexander) — she appeared in the God of Mischief’s groin-kneeingly fun looped memory in Loki.
  • Agent Coulson (Clark Gregg) makes his Captain America fandom evident in his password: #SteveSteveSteveIheartSteve0704. It also seems like a pretty solid password.
  • When did Fury activate the beeper to summon Captain Marvel? It seems like he waited until after Loki decided to take over.

Join us for more Easter eggs and observations on Sept. 1, when episode 4 of What If…? hits Disney Plus.


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