Recap / What If…? S1E3 "What If… The World Lost Its Mightiest Heroes?"

"What If… The World Lost Its Mightiest Heroes?"

"The Avengers Initiative. Seems our killer is going after the candidates."

Alternate take on: Iron Man 2, Thor, The Incredible Hulk, The Avengers Prelude: Fury's Big Week, and The Avengers

"Humanity, so eager, so willing to face the impossible, yet blind to the bigger picture. Inside one week, three strange and separate stories unfolded. A genius battled his demons both inside and out, while the world met the monster hiding in the man. And a godly prince fell to Earth. I am the Watcher, and where humans see chaos, I see the crucible that would transform this collection of individuals into a team of heroes. At least, that’s how things played out in one universe. But in this one…"

— Uatu

Nick Fury and Natasha Romanoff pay a visit to Tony Stark, but things take a turn in this reality when the chemical meant to help him instead kills him. However, it quickly becomes apparent Tony’s sudden death wasn’t what it seemed, and that a mystery killer is systematically eliminating those who would become the Avengers one by one.

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"What If… The World Lost Its Mightiest Heroes?" contains examples of:

• Accidental Murder:
  • Tony dies after Natasha jabs him in the neck with a syringe. The contents were supposed to alleviate the symptoms of palladium poisoning, but Hank used the syringe to enter Tony's body and finish him off. Nick Fury believes in her innocence, but is only having her arrested because it is S.H.I.E.L.D. procedure.
  • Clint somehow loses his grip when aiming his bow and arrow at Thor when he's about to pick up Mjolnir, shooting him square in the chest by accident. It's later revealed that this was caused by Hank Pym hitting his hand.
• Adaptational Badass: While he was a Retired Badass Non-Action Guy in the original timeline, Hank as Yellowjacket is far more of a capable threat than Darren Cross was when he fought against Scott. Hank single-handedly kills all but one of the Avengers — including the likes of a Norse god (who had been Brought Down to Normal but still) and even the Hulk himself — in the span of just a few days.
• Adaptational Early Appearance:
  • Brock Rumlow appears four years earlier than his first appearance in Captain America: The Winter Soldier.
  • Loki arrives on Earth two years earlier than he did in the Sacred Timeline.
  • Captain Marvel returns to Earth 8 years earlier than she did in Avengers: Endgame, and in meta terms, before her original debut film.
  • Hank Pym appears five years earlier than he did with Scott Lang after leaving S.H.I.E.L.D. in 1989, and the Yellowjacket suit also appears five years earlier than it did in the hands of Darren Cross.
  • Implied to happen with Captain America, with Fury planning to thaw him out of the ice a year earlier than he was in the Sacred Timeline.
• Adaptational Heroism: Loki teams with S.H.I.E.L.D. to find Thor's killer. Only to then conquer Earth once Pym is defeated.
• Adapted Out:
  • Despite being involved with the events of Thor alongside Phil Coulson, Jasper Sitwell does not appear at all here. His absence is particularly strange given his affiliation with HYDRA, who detains Natasha via the STRIKE team early in the episode.
  • Also missing from this episode are Jane Foster, Darcy Lewis and Erik Selvig, all of whom were involved with getting Thor in and out of the crater investigation site in the first Thor film.
  • Emil Blonsky is noticeably absent when the Hulk rampages at Culver University in this universe, even though he is heavily involved in the fight against him in the Sacred Timeline.
• Adaptational Villainy: Hank Pym becomes the Yellowjacket in this universe, out of grief for his dead daughter.
• Allohistorical Allusion: During the battle against Hank Pym, Loki and his duplicates ^note  While disguised as Nick Fury, no less laugh at Pym's misfortune, similar to the first Thor movie's final battle.
• Always a Bigger Fish: Hank murders all the Avengers easily… but then Loki comes to Earth and proves his better.
• Ankle Drag: A shot of this is the last we see of Natasha.
• Arc Villain: Hank Pym is the one murdering the Avengers.
• Arc Words: Hope. The deaths of Earth's Mightiest Heroes is often described as the death of hope for Earth's future. The death of Hope Van Dyne is what prompted Hank Pym to kill them in the first place. And at the end of the episode, Uatu states that hope never dies as Nick Fury uncovers the frozen body of Captain America, and Captain Marvel arrives to liberate Earth from Loki.
• The Bad Guy Wins: Loki's plot against Thor goes much better in this universe. Hank Pym ends up killing Thor for him, which leaves Loki as the heir apparent and unites Asgard behind his plan to conquer Earth. And with Pym killing all the other Avengers as well (except Captains America and Marvel), there is no one to stop him.
• Bait-and-Switch: Fury discovers the frozen Captain America and says softly, "Welcome back, Captain." Then the camera pans over and reveals he's actually talking to another captain entirely.
• Beard of Sorrow: Hank's ordinarily very nattily trimmed beard is quite a bit shaggier here.
• Bittersweet Ending: The Avengers candidates were killed before the Avengers could be formed and Loki has taken over Earth. However, Hank Pym has been defeated, and Uatu believes that hope still exists as Fury finds Captain America's frozen body. Carol Danvers also returns to help take the planet back, hinting that the Avengers could still be formed, just with different members.
• The Bus Came Back: Betty Ross appears in an MCU production for the first time since The Incredible Hulk, albeit voiced by a different actress.
• Call-Back: Coulson's password is #SteveSteveSteveIHeartSteve0704
• The Cameo:
  • The Warriors Three appear alongside Loki, Sif, and the other Asgardians.
  • Maria Hill, Janet van Dyne, and Alexander Pierce appear as profiles Natasha comes across on a S.H.I.E.L.D. database.
  • Captain Marvel appears at the end of the episode.
  • The Destroyer appears briefly as a guard for Loki.
• Chronic Backstabbing Disorder: Of course Loki goes back on his deal with Fury and conquers Earth.
• Closet Shuffle: Betty Ross hides Banner in a storage locker at the university to keep him safe from her father and tries her best to keep Natasha from opening it, which causes Nat to think that Betty is responsible for what’s going on until Banner reveals himself.
• Continuity Nod:
  • This episode shows the events of Thor, Iron Man 2, and The Incredible Hulk happening all at the same time, which matches up with the events of Fury's Big Week.
  • Natasha Romanoff is shown meeting Betty Ross while undercover at Culver University, referencing how Fury's Big Week retroactively revealed that she had been spying on Bruce during the events of The Incredible Hulk.
  • While Natasha is going through Fury's files on the Avenger Initiative, profiles of Janet van Dyne and Alexander Pierce are seen. Pierce is also mentioned by Brock Rumlow when he's busy arresting Natasha for her supposed role in Stark's death.
  • Nick Fury is shown looking at his pager from Captain Marvel, which he only would call in the event of a Godzilla Threshold. He later crosses it in order to ask for her help in taking down Loki and his army.
  • During Loki's speech to the world at the end of the episode, in the shot showcasing Times Square, a billboard for Pingo Doce can be seen, which was the drink Bruce Banner bottled in Brazil.
  • Loki's U.N. speech is also nearly word-for-word the same one he gives the crowd in Berlin in The Avengers (2012). Clearly he's had it rehearsed for a while.
  • Hope Van Dyne died on a mission in Odessa, the same place where Natasha first encountered the Winter Soldier. Apparently, Hope was not as fortunate in her encounter with Bucky Barnes.
  • While trying to keep Bruce from turning into the Hulk, Natasha echoes her dialogue from the Sacred Timeline almost word for word.
  • As Barton is explaining about Mjolnir, he mentions different types of radiations coming from it. One of them he mentions is Vita-radiation.
• Creepy Shadowed Undereyes: In addition to his shagged goatee, Hank Pym also has some ominous bags underneath his eyes, making it look as though he hasn't slept for a very long time.
• Cruel and Unusual Death:
  • Hulk dies when Hank Pym throws a growth disc at his heart, causing him to explode.
  • Iron Man and Hawkeye are killed by Hank from the inside of their bodies with the Yellowjacket suit, though the fact that no one noticed Hawkeye had died suggests his death was quick and quiet.
• Curb-Stomp Battle: Loki masquerading as Fury soundly thrashes Hank Pym, swatting him aside every time he tries to shrink while using his illusions and the Casket of Ancient Winters to prevent his escape. He follows this up by conquering Earth within a day.
• Darker and Edgier:
  • This plot is noticeably darker than the previous two episodes, with all but one of the original main six Avengers being killed by a psychotic Hank Pym, who donned the Yellowjacket suit after losing Hope van Dyne in a S.H.I.E.L.D. mission. Hulk in particular dies in a really brutal way, with Hank using one of his sizeshifting disks to cause him to explode from the inside.
  • This trope also applies to the episode's take on Ant-Man and his power set. While Ant-Man and its sequel are generally considered two of the more light-hearted MCU films, this episode shows how terrifying his abilities would be in the wrong hands. Darren Cross was at best a novice with the suit against someone wielding similar powers with more experience. Hank Pym has decades of experience, no moral restraints, and is up against opponents who literally can't see him coming.
• A Day in the Limelight: The episode serves as one for Nick Fury, who — up until Captain Marvel and to a lesser extent Captain America: The Winter Soldier — was mostly a supporting character throughout the MCU.
• Dead Alternate Counterpart: Hope van Dyne's death in this timeline is what causes Hank Pym to seek revenge on S.H.I.E.L.D. and kill the future Avengers.
• Death by Adaptation: As the title suggests, every member of the original Avengers apart from Steve is mercilessly killed off at the hands of Hank Pym, and that isn't even every death:
  • Hank's killing spree is incited when Hope van Dyne gets killed in a S.H.I.E.L.D. mission in Odessa, which is where Natasha got shot by the Winter Soldier in the Sacred Timeline in a failed attempt to escort a nuclear engineer out of Iran. The difference is previously it was an anonymous male engineer killed by Bucky shooting through Natasha, this time it was Hope van Dyne.
  • Thor is killed when Hank causes Hawkeye to lose grip of his bowstring, making his arrow land right in Thor's chest.
  • Hawkeye himself later shares the same fate as Iron Man while imprisoned, Hank hopping out of his ear.
  • Hank rockets himself into Bruce Banner to make him turn into the Hulk, then throws a growth disc at the Hulk's heart, causing him to rapidly swell before exploding.
• Dies Differently in Adaptation:
  • Hank kills Iron Man by shrinking into Black Widow's lithium dioxide syringe and killing him from within. In the Sacred Timeline, he died from the radiation caused by the Nano Gauntlet after snapping it to erase Thanos.
  • Much like her main timeline counterpart, Black Widow dies. Though rather than sacrificing herself to get the Soul Stone on Vormir, she is assaulted in a library before Hank drags her off. How she dies isn't shown.
• Driven to Villainy: In this universe, Hank Pym suffers the Trauma Conga Line of first losing his wife and then his daughter, both during missions for S.H.I.E.L.D., which then makes him want to destroy S.H.I.E.L.D.'s greatest plans.
• Easily Conquered World: Earth folds pretty easily to the Asgardian forces, though Fury is preparing for a comeback.
• Embarrassing Password: Coulson reluctantly admits to Natasha that his S.H.I.E.L.D. password is #SteveSteveSteveIHeartSteve0704.
• Enemy Mine: Fury cuts a deal with Loki to defeat Hank Pym, which of course, Loki goes back on at the end of the episode.
• Engineered Public Confession: Fury has Loki impersonate him at Hope's grave to lure Hank out into the open. Loki as Fury then questions Pym about the murders and goads him into a Motive Rant where he confesses to committing all of them, including murdering Thor just on the off chance Fury would have recruited him.
• "Eureka!" Moment:
  • Natasha realizes who the killer is when she finds the Avengers Initiative files have recently been accessed by a woman she knows to be dead. The killer interrupts before she can fully explain to Fury.
  • As Fury regards the pager that will summon Carol Danvers, calling it hope, he then realizes what Romanoff's final message about "hope" meant. "Hope" as in Hope van Dyne.
• Even Evil Has Loved Ones:
  • Hank Pym's daughter being killed in a S.H.I.E.L.D. mission leads to his Roaring Rampage of Revenge.
  • Loki wants to destroy Earth in response to Thor’s death unless Fury can find and hand over his killer in one day: Though he ultimately reneges on his end of the deal and conquers Earth anyway, it's clear that his grief and anger over Thor's death is genuine.
• Even Evil Has Standards: Apart from his anger over Hank killing Thor, Loki also shows that even he finds it incredulous and disgusting that Hank would so callously kill off potential candidates of the Avengers Initiative without them having been asked yet.
• Even the Guys Want Him: When Coulson spots Thor raiding the base and has to describe him to Fury, he comments on Thor's amazing hair— a combination of Barbarian Longhair and Long-Haired Pretty Boy. Fury is in disbelief, but then Hawkeye sees Thor and agrees with Coulson.
  Fury: What?
  Coulson: It's an accurate description, sir, he has really great hair.
• Evil Old Folks: Hank Pym becomes a psychopathic murderer because Hope died in a S.H.I.E.L.D. mission, blaming the organization and exacting his revenge by murdering potential recruits for the Avengers Initiative.
• Exact Words: As he is fighting Fury in the cemetery, Pym says, "You never cared about Hope." Fury responds, "I don't give a damn about any of 'em." That's because it's not Fury, but Loki disguised as him.
• Extremely Short Timespan: Uatu's narration lampshades the fact that three key events in the creation of the Avengers all occurred during the same week and it is the same week that Hank Pym chooses to enact his revenge plan. By the end of said week, all but one of the original Avengers are dead and Loki has conquered Earth.
• Fallen Hero: Hank Pym was Ant-Man, a Cold War-era superhero, but in this timeline, driven by anger and grief over his daughter's death, he has become the murderous Yellowjacket.
• Five-Second Foreshadowing:
  • When Natasha opens the file on the Avengers Initiative, one of the people listed is Janet van Dyne. Immediately after that, Natasha suffers an Ant-Man-style attack.
  • During Fury's conversation with Hank Pym, he reacts with genuine surprise upon learning that Hope Van Dyne's mother was also a S.H.I.E.L.D. agent, even though he should already know that (Hank even tells him to stop playing dumb). This is the first sign that it's actually Loki pretending to be Fury, something that becomes increasingly obvious once the pair actually start fighting.
• Flanderization: Between his Embarrassing Password and him smelling lavender on Thor's rotting corpse, Coulson's admiration for superheroes risks becoming this.
• Flashback with the Other Darrin: Not quite a flashback, but the principle is the same, as we see the events of the attack on Culver University during The Incredible Hulk, in which Bruce Banner is not only voiced by Mark Ruffalo, rather than Edward Norton who played him at the time, but looks like Ruffalo as well. The Hulk looks like Norton's version but is voiced by Ruffalo rather than Lou Ferrigno.
• Frame-Up: Stark and Thor's deaths are framed in a way so it seems like Natasha and Clint respectively killed them. Clint's frame-up also allows Hank to kill him while he's imprisoned and vulnerable.
• Freudian Excuse: Hank's motivation is to avenge his daughter who died on duty as a S.H.I.E.L.D. agent.
• Freudian Excuse Is No Excuse: As Loki and Fury point out, his daughter's death doesn't justify his actions, for two reasons: 1; none of the people he killed had anything to do with the loss of his loved ones, and 2; his loved ones willingly chose the paths that led to their deaths.
  Hank: Don’t play the fool with me, Fury. You filled her head with nonsense about protecting humanity and saving the world. You just left out how she died the same way her mother did, doing S.H.I.E.L.D.’s dirty work!
  Loki: (disguised as Fury) And that gave you permission to murder them? Anthony Stark? Clint Barton? Bruce Banner? Natasha Romanoff?
• Greater-Scope Villain: They are never mentioned by name, but the Winter Soldier (and by extension, HYDRA) killing Hope van Dyne (instead of just injuring Natasha Romanoff like in the Sacred Timeline) kickstarts the events that lead Hank to assassinate the Avengers before they could be assembled.
• Guilt by Association: Hank murdered much of the Avengers candidates precisely for that reason.
  Fury: And what of Thor, Prince of Asgard?
  Hank: Goldilocks? You would’ve recruited him in a heartbeat, sold him some malarkey about being a hero.
• Handy Cuffs: As she's being transported in a S.H.I.E.L.D. truck, Natasha tries to chat with the guards before turning to the nearest one and asking him to hold the cuffs she's just slipped out of. He obliges before realizing what she's done. Beatdowns ensue.
• Hero Killer: Hank Pym as Yellowjacket, who kills the original candidates of the Avengers Initiative.
• Hypocrite: Hank Pym's justification for killing the heroes before they could form The Avengers was that it was to prevent them from being killed fighting for Nick Fury.
• If Only You Knew: When fighting "Fury", Hank berates him for using other people to fight his battles. As he learns after his defeat, the one giving him a beatdown was actually Loki, making their fight yet another example of his accusation.
• I'm a Doctor, Not a Placeholder: Betty tells Natasha, "I'm a biologist, not a ballistics expert."
• In Spite of a Nail: Despite a significant change to the timeline that happened much earlier (Hope Van Dyne joining S.H.I.E.L.D. and dying), the events of Iron Man 2, Thor and The Incredible Hulk have been playing out as they did in the Sacred Timeline up until the episode reaches each of them.
• Interface Spoiler: Subtitles for the episode capitalize the word "Hope" in Natasha's message to Fury, confirming to the audience she's referring to Hope van Dyne a few minutes before Fury figures it out.
• Killed Offscreen:
  • Hope van Dyne was killed in action on a S.H.I.E.L.D. mission in Odessa by the Winter Soldier before the start of the episode.
  • We never actually see how Natasha is killed; the last we see of her, she was dragged away into the darkness by Hank.
• Kinda Busy Here: Natasha calls Fury in the middle of Loki's speech introducing himself and the invading Asgardian army. Loki has to pause so Fury can take the call, since he's just letting it ring obnoxiously.
• Kneel Before Zod: Or "god", in this case. When Loki first arrives on Earth, seeking vengeance for Thor's death, he demands that Fury kneel before him, since he's a god and all. Fury point-blank refuses.
  Fury: We don't really do that here.
• Kubrick Stare: When Loki announces his conquest of Earth, he gives this off, making it clear to the viewers that his plans aren't so benevolent.
• Laser-Guided Karma: Hank kills the Avengers in revenge for her daughter's death. He is ultimately defeated by Loki, who is also seeking vengeance for a family member's death.
• Leaning on the Fourth Wall: Natasha has a brief look of surprise on her face when she finds Banner at Culver University, almost as though she was expecting someone else.
• Leitmotif: Hank / Yellowjacket gets one in the form of "Psycho" Strings whenever he kills one of the Avengers candidates.
• Literal-Minded: Fury assures Loki he'll get his "pound of flesh" from Thor's killer. Loki is amused by the phrase but insists on the whole corpse as payment. Presumably, he hasn't heard of The Merchant of Venice.
• Love Makes You Evil:
  • Having Hope die while working for S.H.I.E.L.D. drove Hank Pym mad, causing him to kill everyone involved with the Avengers Initiative out of spite.
  • A minor example by comparison, but Sif seems willing to follow Loki as king, after Thor's death.
• Match Cut: At one point, a close-up of Fury's face cuts to the Watcher's face in the same position.
• Meaningful Background Event: Uatu can be seen looming in the background in a few scenes, most notably in New Mexico shortly before Loki arrives, and in San Francisco when Fury is standing over Hope van Dyne's grave.
• Meaningful Name: Hank literally loses Hope after his daughter is killed, so he becomes the villainous Yellowjacket. Later, in his epilogue, the Watcher states that "hope never dies as long as someone keeps their good eye on the big picture".
• Misplaced Retribution: Pym kills the potential Avengers recruits, even though none of them had anything to do with either his daughter's or his wife's deaths. This is especially true of Thor, who wasn't even on the list and was just opportunistically killed because Pym figured Fury would have recruited him. Lampshaded by Loki, disguised as Fury.
• Morality Chain: Hope is revealed to be the only thing keeping Hank Pym from going off the deep end after the supposed "death" of his wife. When she was killed on a S.H.I.E.L.D. mission, Hank goes on a revenge-induced murder spree upon the potential candidates of the Avengers Initiative, not caring if his actions doomed Earth in the process.
• Musical Nod:
  • The Avengers theme plays when the Avengers are shown in the prologue.
  • Captain Marvel's theme briefly appears at the end of the episode when Carol Danvers shows up.
  • Patrick Doyle's score for Thor briefly plays when Mjolnir is shown.
• Mythology Gag:
  • Nick Fury and Phil Coulson converse about their next moves in a diner. The scene is framed in a way that invokes The Consultant.
  • This isn't the first time in the MCU that Nick Fury has been impersonated by a shapeshifter; it also happens in Spider-Man: Far From Home.
  • In Captain America: The Winter Soldier, Natasha mentions how she was ambushed and shot by the Winter Soldier near Odessa. With Hope as part of S.H.I.E.L.D., she becomes the one to be part of that same mission Natasha was in, the difference being Hope doesn't survive the encounter.
  • When Fury confronts Hank about justifying his assassination of the Avengers, Hank answers with this:
    Hank: You took everything from me.
  • Fury's response to Loki telling him to kneel is almost identical to T'Challa's response in Avengers: Infinity War when Bruce Banner kneels before him.
    Fury: We don't really do that here.
  • Hank Pym is this timeline's version of Yellowjacket, as he is in the comics, whereas the Sacred Timeline gave the identity to Darren Cross as a Composite Character. He also takes on the identity after suffering from a mental breakdown, much like the numerous times he has done so in the comics.
  • The mechanical arms on Hank's Yellowjacket suit fold up into the classic "shoulder fins" of the comic book costume.
  • The final line of the episode that Captain Marvel gives to Fury is almost identical to what Bucky Barnes asked T'Challa when he got his new vibranium arm in Avengers: Infinity War.
    Carol: So, where's the fight?
  • Bruce and Betty both state that Banner can't die. While proven wrong in this universe, it's likely a reference to Immortal Hulk.
• Never Suicide: When Barton dies in his cell while there was no one else with him, Coulson wonders if he took a Cyanide Pill. Fury dismisses the idea on grounds of Barton having a wife and kids, and thus wanting to stay alive for their sake.
• Nigh-Invulnerability: Banner mentions that he "sort of, can't die." What does Pym do? Use part of his own Hulk body against him.
• No-Sell: Loki's speed, strength, and reflexes completely negate the advantages of Pym's Yellowjacket suit, and that's before Loki starts using his magic to further humiliate Pym. Even when Pym tries shrinking, Loki is able to track him and slaps him down each time.
• Normal Fish in a Tiny Pond: Loki as a super-villain isn't really special in the least, being easily overshadowed by other global threats, but in a world without Avengers, Loki is practically unstoppable in his conquest aspirations.
• Not So Invincible After All: Banner confidently states he can't be killed and is more concerned for Natasha's safety. That turns out to be incorrect after a creative application of Pym particles.
• Once More, with Clarity: During the confrontation at Hope's grave, we see flashbacks of the killings showing how Hank Pym accomplished them.
• One-Woman Army: Natasha easily breaks out of her handcuffs and takes down a squad of S.H.I.E.L.D. (HYDRA) forces.
• Outliving One's Offspring:
  • Hope's death turns out to be the impetus for Hank's turn to evil.
  • Thor is outlived by his parents Odin and Frigga.
• Plot-Triggering Death: Hope van Dyne being murdered is what caused Hank Pym to kill almost all of the original six Avengers.
• Point of Divergence:
  • This episode's timeline divergence actually occurs offscreen in this episode, with Hope van Dyne joining S.H.I.E.L.D. instead of Pym Technologies. She gets killed in action during a mission near Odessa (the one in which the Winter Soldier injured Natasha in the Sacred Timeline), setting Hank's sights on revenge towards S.H.I.E.L.D.
  • The part where things really start changing in the episode is when Natasha injects Stark with the lithium dioxide. Because Hank is inside the syringe, he immediately kills Tony and escapes without anyone noticing, causing the timeline to drastically shift away from the events of Iron Man 2.
• "Pop!" Goes the Human: In the middle of the confrontation at Culver University, the Hulk suddenly starts expanding rapidly like an inflating balloon, and like an overinflated balloon, he eventually pops in an explosion of green blood. It's later revealed that the apparent sniper shot that provoked Bruce's transformation was Pym entering his body, and the expansion was an enlarging disk launched directly at his heart.
• Posthumous Character: Hope van Dyne was killed while conducting a S.H.I.E.L.D. mission in Odessa, two years before the events of this episode.
• Present-Day Past:
  • Fury and Natasha are shown using modern-day touch screen cell phones in this episode, despite the events of Thor, Iron Man 2, and The Incredible Hulk occurring around 2010 when they weren't a staple yet.
  • While driving back to S.H.I.E.L.D's headquarters, Phil Coulson is shown listening to Love is A Game by Stan Erivan, a song that was released as part of the soundtrack for the 2018 game Far Cry 5. As mentioned above, the events of this episode take place eight years before that game would even be conceived.
• Race Against the Clock: Loki gives Fury until sunrise to find Thor's killer.
• "Ray of Hope" Ending: Most of the candidates of the Avengers Initiative are dead, Loki has conquered Earth, and it's implied that Nick Fury and Coulson have become fugitives in the process. However, Fury has just discovered Steve Rogers' frozen body and vibranium shield and has recalled Carol Danvers to help him against Loki. It's all about hope, indeed.
• Red Herring:
  • The prominence of Brock Rumlow in Black Widow's arrest, and the listing of Alexander Pierce as the last person who accessed the Avengers Initiative files, might create the impression that this is a HYDRA plot. Instead, it is just Hank Pym, acting on his own and not as part of any larger organization.
  • Natasha's last words — "It's all about hope!" — may indicate that Hope van Dyne as The Wasp may be the killer, but it's actually her father as Yellowjacket and Hope is a Posthumous Character.
• Rewatch Bonus:
  • While it could be chalked up to Fury's own brand of mind games, his Trollish demeanor during the fight with Hank Pym makes a lot more sense knowing he's actually Loki. Particularly this line:
    "Fury": I don't give a damn about any of them!
  • His mask also slips when asking Pym about his brother, reverting to his usual speech patterns instead of a bad impression of Fury's.
• Rewind, Replay, Repeat: After Black Widow's death, Fury is seen listening to her final cryptic voicemail over and over again, trying to work out what she meant.
• Running Gag: Characters remarking on Thor's attractiveness, especially his hair: Coulson tells Fury he's gorgeous and has great hair, Hawkeye agrees about the hair while taking aim, Fury remarks Thor looks like a Chippendales dancer and he and Coulson sniff the still lavender-scented corpse, and Hank nicknames him Goldilocks.
• Screw This, I'm Outta Here: After being thoroughly beaten by Loki-masquerading-as-Fury, Hank attempts to flee by flying out of the graveyard, only to be stopped by The Casket of Ancient Winters.
• Series Continuity Error:
  • The episode never mentions Project T.A.H.I.T.I., made specifically for cases like the episode's events, though the continuity of Agents of S.H.I.E.L.D. in relation to the larger MCU has always been murky.^note Though in the show, Coulson was against the use of the program due to its side effects making it unsustainable over the long term, and this being set before his mindwipe, Coulson would've been against reviving the Avengers using it on the basis that the potential of Earth's Mightiest Heroes going insane was not an acceptable risk, either morally or for humanity's sake. The only Avenger it could have been safely used on is Carol because of the genetic engineering that made her a Kree hybrid, and not only was she not among Pym's victims, Coulson wouldn't be aware that she's safe from the side-effects. As it is also set before events of The Avengers (2012), the project might not have been as far along in development yet.
  • Thor showed that just touching the Casket of Ancient Winters is enough to turn Loki back into his Frost Giant form, here he's shown holding and wielding it while still maintaining his Asgardian appearance.
• Shout-Out:
  • Coulson says the Asgardian army might have come from Middle-earth.
  • The Hulk's demise, consisting of his powers going out of control and causing his body to rapidly swell up in size, is rather similar to the fate of Tetsuo Shima.
  • Fury promises Loki can have his pound of flesh from the killer. Loki, not being familiar with the play, is quite intrigued by the concept.
• Sole Survivor: Of the original six Avengers candidates, Captain America is the only one left alive by the end of the episode, due to still being sealed in ice when Hank goes on his Roaring Rampage of Revenge.
• Spared by the Adaptation:
  • Coulson. Since the Avengers die in this timeline by Hank's hand, Coulson never gets killed by Loki as he does in The Avengers. (Agents of S.H.I.E.L.D. notwithstanding, of course.)
  • Zig-zagged with the Yellowjacket identity. Darren Cross, the Sacred Timeline Yellowjacket, was killed by Scott Lang going subatomic to sabotage his suit (although the film Ant-Man and the Wasp: Quantumania would later reveal that he survived and was turned into M.O.D.O.K. by Kang the Conqueror). Here, Fury disables the shrinking controls from Hank's Yellowjacket suit after Loki defeats him. Hank is then taken into custody by the Asgardians.
• Take Over the World: Loki, of course, wants to place Earth under his rule like in the Sacred Timeline, using Thor's death to justify such a takeover for his Asgard forces. And with all but one of the Avengers dead and the might of Asgard behind him, he achieves this goal in less than a day.
• Tempting Fate: Bruce states that he cannot be killed, but is quickly (and sadly) proven wrong.
• Terminal Transformation: The murders of the would-be Avengers come to a head when the Hulk begins to grow out of control during his rampage at the university, expanding beyond his usual muscular growth to the point that he starts to swell up like a balloon - and then explodes. In the finale, it's revealed that Hank Pym is behind the murders, and accomplished this particular one by sneaking into Bruce Banner's body via a sniper's bullet and attaching a growth-disc to the Hulk's heart, causing it to grow out of control.
• Three-Point Landing: Natasha performs her Signature Move during the attack on the Hulk at Culver University.
• Throw the Dog a Bone: A villainous example. Considering the other Loki variants often find themselves unable to achieve their goals no matter how hard they try, this version of Loki successfully conquering the world can be seen as such for Loki in general. Fitting considering how this takes place after the Loki (2021) season one finale. Of course, given Carol's involvement, his victory is likely to be short-lived.
• Tranquil Fury:
  • When Natasha hears about Clint's death, she calmly responds, "Who. Do I. Kill?"
  • While disguised as Fury, Loki's act slips ever so slightly, using his normal speech patterns when asking Hank why he killed Thor, reacting in shock when he learns Hank killed Thor on a whim. While fighting Hank, "Fury" grimaces ever so slightly. Things were complicated between them, but Loki still loved Thor.
• Traveling at the Speed of Plot: The episode takes place over the course of a week, so Pym’s ability to get where he needs to go falls under this. While he could potentially have hitched a ride with Fury from the donut shop to New Mexico, there's no explanation for how he tracked Bruce Banner to Culver University and traveled there in half a day.
• Uncertain Doom: Hank Pym is left to the mercy of the Asgardians once Loki defeats him. His fate after that is unclear.
• Vichy Earth: Loki decides to stay and successfully conquers Earth at the end.
• The Voiceless: Thor appears in the episode but doesn't say a single word throughout the entire episode.
• Wham Line: "Fury, it's Hope! It's all about Hope!"
• Wham Shot: The shot of the killer emerging from the fog and revealing himself to be Hank Pym… in full Yellowjacket armor.
• What Happened to the Mouse?: Assuming the events of the films this episode is covering have played out the same, it leaves a few questions over the participants of those films.
  • No mention is made of Ivan Vanko in Justin Hammer's employ, although his initial battle with Stark is shown briefly in a montage. James Rhodes does not appear either. Though considering what happened with Stark here, Vanko likely got off lightly.
  • It is unknown how HYDRA reacts to Loki taking over the Earth.
  • Loki is commanding the forces of Asgard as its ruler, including Lady Sif and the Warriors Three, with no mention of his plot with the Jotuns or whether Odin recovers from the Odinsleep unscathed. At the end of the episode, it is unknown where Sif and the Warriors Three are.
  • Jane Foster and her research do not factor into the story, or if she is still there the night Thor breaks into S.H.I.E.L.D.'s compound. Darcy Lewis and Erik Selvig are also nowhere to be seen.
  • Emil Blonsky is not seen during the campus battle with the Hulk, so his fate is unclear in this universe.
  • Darren Cross is also not mentioned, despite being the inventor of the Yellowjacket suit in the Sacred Timeline. Given the setting, it stands to reason he's nowhere close to fielding a prototype.

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"I believe that in this universe, as in every other, hope never dies. As long as someone keeps their good eye on the bigger picture."