What If...? is an animated anthology series, set within the Marvel Cinematic Universe, based on the comic series of the same name. It is part of Phase Four and is the fourth Disney+ MCU series. The second season premiered on December 22, 2023, and the third and final season premiered on December 22, 2024, both as a part of Phase Five.
“Time... Space... Reality... It's more than a linear path... It's a prism of endless possibility... Where a single choice can branch out into infinite realities... Creating alternate worlds from the ones you know... I am the Watcher... I am your guide through these vast new realities... Follow me and ponder the question... What If...?”
―The Watcher
What If...? flips the script on the MCU, reimagining famous events from the films in unexpected ways. Marvel Studios' first animated series focuses on different heroes from the MCU, featuring a voice cast that includes a host of stars who reprise their roles. The series is directed by Bryan Andrews; AC Bradley is head writer.[1]
Plot
Season One
The Watcher examines the different universes containing divergences from their original paths. With each story, he finds a moral that connects to the victors and failings, all the while remaining anonymous and unseen by those inhabiting them. In one such timeline, he allows Stephen Strange to suffer with the destruction of his own universe and the death of the love of his life, despite him reaching out for help. In another timeline, he witnesses Ultron successfully defeat the Avengers and acquire the Infinity Stones; resulting in him becoming aware of the Watcher and wishing to break free from his universe so that he can destroy the others. With no one else to turn to, the Watcher enlists the aid of the Strange that he left in purgatory to help him.
The Watcher and Strange recruit Peggy Carter (from a timeline where she took the super soldier serum instead of Steve Rogers), T'Challa (from a timeline where Yondu took him into space), Gamora (from a timeline where Tony gets lost in space), Erik Killmonger (from a timeline where he rescues and then betrays Tony Stark), and Thor (from a timeline where he did not have Loki as an adoptive brother). Together they become the Guardians of the Multiverse and make a plan to defeat the universe hopping Ultron. They return to to his timeline and recruit that version of Natasha Romanoff to fight Ultron with a stone destroyer, but learn that it only works in Gamora's universe.
Natasha reveals that she has Arnim Zola's consciousness on a hard drive and she and Peggy get it into Ultron resulting in Zola destroying Ultron from the inside. However, Killmonger attempts to take the stones for himself, only for a Zola controlled Ultron to fight him for it. Strange traps the two into an eternal struggle and promises the Watcher that he will watch over them. Everyone is returned to their universe proper, with the exception of Natasha, who is returned to a timeline where she died before the Avengers were formed. Peggy returns to her time, where she travelled to the future and discovers that Steve went into cryogenic sleep as well. The Watcher promises to watch over the Multiverse.
Season Two
The Watcher continues his examination of different universes including one where Nebula joined the Nova Corp., young Peter Quill was delivered to Ego, Happy gains Hulk-like powers, Iron Man met the Grandmaster, and Hela joined the Ten Rings. One such new universe introduces a young Mohawk woman named Kahhori who is imbued with the powers of the Tesseract and uses them to help defend her home against the Conquistadores who invaded the New World. Shortly afterward, she is approached by Stephen Strange.
Back in Peggy's universe, she is reunited with Steve, but he has been brainwashed by the Red Room. After this revelation, Peggy is pulled from her universe and into one set in 1602 where many familiar faces are reimagined as people of the era. She discovers that this universe had folded into itself with another, hence the out of place people, but with Tony Stark's help, they discover that the Steve Rogers of this universe accidentally created it. They set things right, but Peggy is left stranded in 1602.
Peggy is soon rescued by Stephen Strange who, following the Guardians of the Multiverse event, had turned his dimension into a base of sorts where he has been collecting universe killers and asks Peggy to go and stop one for him in a universe that has completely wiped itself out. Peggy meets Kahhori who was kidnapped by Strange and Peggy realizes that she has been manipulated. Strange, still obsessing over Christine and his universe's death, has created a forge with the intent to sacrifice several multiversal beings to revive his old one. With the help of the prisoners, Peggy and Kahhori defeat Strange, who learns the error of his ways, and sacrifices himself to the forge. His world is reborn, but without him. The Watcher offers to take Peggy back home, but she asks that she take "the scenic route".
Season Three
The Watcher goes about examining more universes including one where Bruce Banner accidentally creates a giant kaiju style monster, forcing the Avengers to create large mechs to battle him; a universe where Agatha plots to steal Tiamut's energy by absorbing the Eternals' powers, while teaming up with Kingo in 1950s Hollywood; another universe where Red Guardian prevents Bucky from assassinating Howard and urges him to go on an adventure with him; and a universe where Howard the Duck and Darcy get married and have a celestial child named Byrdie, who grows up to be a hero in her own right.
Tired of seeing sad universes play out, the Watcher decides to intervene over two universes. One where the Emergence destroyed the earth, leaving everyone stranded, and a universe featuring familiar faces in a 1872 western setting. The Watcher aids Riri Williams in defeating Mysterio and brings the scattered people together, and then aids young Kwai Jun-Fan with helping Shang-Chi and Kate Bishop with taking on The Hood. His actions lead him into conflict with his superiors, the Eminence, the Incarnate, and the Executioner who put him in trial for breaking his oath. Peggy and Kahhori, who are still with the Guardians of the Multiverse, now known as the Exiles, along with Byrdie and Storm learn of the Watcher's troubles and rush to aid him.
The Exiles use pieces of the multiverse to find the Watcher, but are forced to activate an Ultron who won his fight in eradicating the universe. This Ultron has become forlorn over his victory and decides to aid them in rescuing the Watcher, sacrificing himself to the superiors. The Watcher, identified as Uatu, imbues the Exiles with powers and together fight the Watchers, but when they threaten to wipe out every variant of them, Peggy sacrifices herself and transports them to Superior Strange's revived universe (having become the one who controls it) and stops the Watchers. Uatu convinces them to see the beauty in each universe and they decide to let them be. Uatu, Kahhori, Byrdie, and Storm honor Peggy for her sacrifice.
The Spider-Man movie rights still being in negotiations between Disney and Sony is the reason why Holland doesn't reprise his role as Spider-Man for the series.[7]
Several scenarios were pitched for the series but were rejected as they were already ideas which were going to be used in then-upcoming Marvel projects. Such scenarios include:
Old-man Steve Rogers & Professor Hulk, which would happen in Avengers: Endgame.[9]
A.C. Bradley revealed that a pitch for a Guardians of the Galaxy-focused episode was rejected because it turned out to be half of the plot of Guardians of the Galaxy Vol. 3.[10]
One rejected idea for the series was "What if Peter Parker turned into a real spider?", reminiscent of Man-Spider from the comics. This was rejected because it "was just too dark and too body horror for (a PG-13 rating)".[11]
Originally, season one consisted of ten episodes. This was cut down to nine due to the Coronavirus pandemic, with the cut episode being pushed back to season two.[12]
According to A.C. Bradley, the episode that was pushed back to season two was "more in the pure comedy vein", and would focus on Tony Stark. [13][14]
According to A.C. Bradley, while Season One focused on "big, let's end the world, let's kill everyone" arcs, Season Two episodes will "focus a lot more on the character stories and these heroes and showing a different side of them that people don't expect and hopefully they can relate to". [15]
According to Kevin Feige, "Season two will definitely incorporate movies from Phase 4" (Black Widow onwards). [16]
Gamora's episode was originally going to be in season 1, but was pushed back to season 2, due to Coronavirus complications and there was going to be a spin-off series, featuring on T'Challa/Star-Lord before Chadwick Boseman's death.[17]
Bryan Andrews always planned on having Jeffrey Wright voice The Watcher.[18]