Episode pages
Season 1
- Episode 1: "What If... Captain Carter Were The First Avenger?"
- Episode 2: "What If... T'Challa Became a Star-Lord?"
- Episode 3: "What If... The World Lost Its Mightiest Heroes?"
- Episode 4: "What If... Doctor Strange Lost His Heart Instead of His Hands?"
- Episode 5: "What If... Zombies?!"
- Episode 6: "What If... Killmonger Rescued Tony Stark?"
- Episode 7: "What If... Thor Were an Only Child?"
- Episode 8: "What If... Ultron Won?"
- Episode 9: "What If... The Watcher Broke His Oath?"
Season 2
- Episode 1: "What If... Nebula Joined the Nova Corps?"
- Episode 2: "What If... Peter Quill Attacked Earth's Mightiest Heroes?"
- Episode 3: "What If... Happy Hogan Saved Christmas?"
- Episode 5: "What If... Captain Carter Fought the HYDRA Stomper?"
- Episode 6: "What If... Kahhori Reshaped the World?"
- Episode 7: "What If... Hela Found the Ten Rings?"
- Episode 8: "What If... The Avengers Assembled in 1602?"
- Episode 9: 'What If… Strange Supreme Intervened?'
Series-wide entries
- Acting for Two:
- Fred Tatasciore voices both Drax the Destroyer and Corvus Glaive in Episode 2 of this series. Tatasciore also voices Volstagg the Voluminous in Episode 7 and Groot in the Season 2 premiere.
- Ross Marquand returns to his role as Johann Schmidt/Red Skull in the first episode of the series, and also voices Ultron in Episodes 8 and 9.
- Benedict Cumberbatch voices both Doctor Strange Supreme and the alternate Doctor Strange that tries to stop him in Episode 4.
- Whenever multiple variants of the same character are in the show with the exceptions of S2E2 Peter Quill and Hope van Dyne, as well as variants who don't get any lines.
- Acting in the Dark:
- Michael Douglas apparently wasn't told that he was involved with this series when it was first announced back in 2019, despite his name being attached to the project at that point.
- The show's crew weren't aware during production that Loki was going to open the franchise into a multiverse, potentially making anything they did into the main series canon.
- Actor-Shared Background: Episode 6 has Killmonger design a drone that resembles a Gundam and admit to being a fan of anime when called out on it by Tony. Michael B. Jordan is a known anime geek and Gundam fan. Also counts as Actor-Inspired Element.
- Approval of God: Scott Derrickson, director of the first Doctor Strange film, saw an early cut of What If... Doctor Strange Lost His Heart Instead of His Hands?, and thought it was terrific.
- Awesome, Dear Boy:
- Chadwick Boseman was quick to get involved with this series upon hearing the pitch regarding T'Challa becoming Star-Lord rather than Peter Quill, as he wanted to be able to have some fun playing T'Challa without having the King of Wakanda title limiting that aspect.
- According to A.C Bradley, Cate Blanchett was quick to sign back on for playing Hela again after reading the script for "What If... Hela Found the Ten Rings?"
- Sam Rockwell agreed to return as Justin Hammer for "What If... Happy Hogan Saved Christmas?" once he realized that he was essentially playing the MCU equivalent of Hans Gruber.
- Celebrity Voice Actor: Over 50 actors from the MCU reprise their roles from live-action, including legends such as Samuel L. Jackson, Michael Douglas, and Kurt Russell.
- Content Leak:
- On April 2021, concept art for Loki, The Collector, "Mad Titan" Gamora, Sakaarian Iron Man, and Infinity Ultron were leaked online. The latter three were completely absent in promotional material before August 2021.
- On June 2021, an exclusive report from the Illuminerdi claimed that Gamora would be "on the hunt for Tony Stark", wearing her Guardians of the Galaxy outfit. Though Gamora's described appearance was leaked prior via the FYE poster in April 2021, it correctly revealed her connection to the events of "What If... Iron Man Crashed Into the Grandmaster?" episode referenced in Episode 9.
- Creator's Favorite Episode: Jeffrey Wright has listed both the Doctor Strange and the T'Challa as Star-Lord stories as some of his favorite episodes in this series. Showrunner A.C. Bradley and director Bryan Andrews also listed the Doctor Strange episode as their favorite.
- Delayed Release Tie-In: Lego released a "Sakaarian Iron Man" set in 2021, even though his episode was pushed to season 2 (though he does briefly appear in the Crisis Crossover finale).
- Executive Meddling: According to Bryan Andrews and A.C. Bradley, Marvel set a rule in place that prevented the series from introducing variants of characters who haven't appeared in live-action first. This meant that anyone from the X-Men couldn't be used in any episodes.
- Exiled from Continuity: The first season focuses only on older stories from the MCU, specifically its Infinity Saga. However, elements of Black Widow appear in episode eight and nine, specifically Red Guardian's shield, and Alexei being mentioned as her foster father after the "Ivan" we heard in Avengers Endgame. This is not the case with Seasons 2 and 3, which both have episodes focusing on stuff from Phase 4.
- Extremely Lengthy Creation: Season 2 suffered from this. Kevin Feige initially announced an early renewal for Season 2 by December 2019, with the season's development beginning before the show had even premiered. However, Season 2 appears to have been delayed significantly, as the season was finally schedule to air in December 2023, 4 years after Feige's initial announcement.
- In Memoriam: The second episode "What If... T'Challa Became a Star-Lord?" has one.Dedicated to our friend, our inspiration, and our hero Chadwick Boseman.
- Inspiration for the Work:
- As a whole, showrunner A.C. Bradley admitted that What If...? was heavily inspired by The Twilight Zone, with the character of Uatu being largely based on Rod Serling's narrator-like role in the original 1959 series. Other parts of the series were inspired by Bradley's love of Agatha Christie novels, political thrillers, tragedies, and rom coms.
- In this series' episode for Marvel Studios: Assembled, A.C. Bradley notes how H. P. Lovecraft's works were a focal inspiration for What If...Doctor Strange Lost His Heart Instead of His Hands?
- Meme Acknowledgment: In an interview with Entertainment Weekly, A.C. Bradley made it perfectly clear she's aware of Tony Stark's Memetic Loser mortality in Season One.Bradley: I noticed on Twitter we're getting a lot of crap for killing Tony a lot. He has become the Kenny of the What If...? universe by accident.
- The Other Darrin: Despite gathering a sizable large case of Role Reprises, there are a few actors that didn't voice their prior characters in this animated series.
- Steve Rogers is now portrayed by Josh Keaton, rather than Chris Evans.
- Red Skull is once again played by Ross Marquand instead of Hugo Weaving.
- Drax, Corvus Glaive, Volstagg and Groot are all voiced by Fred Tatasciore, rather than Dave Bautista, Michael James Shaw, Ray Stevenson and Vin Diesel respectively. note
- A variation occurs with T'Chaka. In a scene set in T'Challa's childhood and prior to the events of the prologue of Black Panther, John Kani voices him. In the actual film however, T'Chaka was portrayed at that age by Kani's son Atandwa. Atandwa would later return to voice young T'Chaka in Season 2.
- Peter Quill's voice is provided by Brian T. Delaney, rather than Chris Pratt.
- The young Peter Quill in "What If...Peter Quill Attacked Earth's Mightiest Heroes?'' is voiced by Mace Montgomery Miskel instead of Wyatt Oleff or Luke Klein.
- Lake Bell replaces Scarlett Johansson as Natasha Romanoff/Black Widow. note
- Rather than Robert Downey Jr., Mick Wingert voices Tony Stark/Iron Man in this series.
- In addition, Tony will be dubbed by Toshiyuki Morikawa in the Japanese release, due to the death of his previous VA Keiji Fujiwara. Likewise, Nick Fury will be voiced by Fumihiko Tachiki, rather than his voice actor from the films, Naoto Takenaka, possibly due to the latter's status as a Celebrity Voice Actor.
- Stephanie Panisello replaces Liv Tyler as Betty Ross. Similarly, Mike McGill replaces William Hurt as General Ross.
- Captain Marvel is voiced by Alexandra Daniels instead of Brie Larson.
- Hudson Thames replaces Tom Holland as Spider-Man.note
- Pepper Potts is voiced by Beth Hoyt instead of Gwyneth Paltrow.
- Shuri is voiced by Ozioma Akagha rather than Letitia Wright, although this is a case of Time-Shifted Actor.
- Obadiah Stane is voiced by Kiff Vandenhuevel instead of Jeff Bridges.
- Gamora is voiced by Cynthia McWilliams.
- In the Italian dub, Fabrizio Pucci voices Nick Fury instead of Paolo Buglioni.
- Whilst Mark Ruffalo has portrayed Bruce Banner since The Avengers (2012) and once again reprises the role here, he manages to invoke this trope again as "What If... The World Lost Its Mightiest Heroes?" revisits The Incredible Hulk (2008), with Ruffalo replacing that film's Bruce Banner and Hulk, Edward Norton and Lou Ferrigno respectively.
- Similarly, Don Cheadle voices Rhodey in Episode 6, which takes place during the events of Iron Man, where he was portrayed by Terrence Howard.
- Frigga is voiced by Josette Eales instead of Rene Russo.
- David Chen and Max Mittelman voice Hogun and Fandral, replacing Tadanobu Asano and Zachary Levi.
- Ultron is voiced by Ross Marquand instead of James Spader.
- Mar-Vell/Wendy Lawson in "What If... Peter Quill Attacked Earth's Mightiest Heroes?" is voiced by Keri Tombazian rather than Annette Bening.
- In Season 2, Xu Wenwu is voiced by Feodor Chin, rather than his original actor Tony Leung
- Poorly Disguised Pilot:
- "What If... T'Challa Became a Star-Lord?" was proposed as a pilot for an animated show that would follow the adventures of Star-Lord T'Challa, which was dropped after Chadwick Boseman's death.
- "What If... Zombies?!" is planned to be turned into a full Marvel Zombies series in Phase 5.
- Pop-Culture Urban Legends: A widely circulated list of episode summaries for Season One was revealed around the week of Captain Carter's debut episode. Sites like IMDb and various comic book news commentators initially prescribed to them as legitimate, due to some general details matching up the first three episodes. After them, however, Episode 4 and onward deviated so differently from the summaries, that it was eventually concluded to be fake guesswork mixing previous merchandise leaks and early reviews of the first three episodes.
- Posthumous Credit: Chadwick Boseman provided voicework for T'Challa in Season 1, which was released less than a year after his passing. In fact, this was some of the last work he completed.
- Production Lead Time: Highlighted by the fact Chadwick Boseman appeared in four out of nine episodes for the first season, despite the show premiering almost a year after his death. He gave the show a posthumous Colbert Bump, especially the week his first episode aired.
- Reality Subtext: Season 2's episodes all tend to end on hopeful notes regardless of how dark their plots are. This was because the scripts were written at the height of COVID-19 lockdowns and the writing staff sought escape from the bleakness through their work.
- Role Reprise:
- Dominic Cooper once again portrays the younger Howard Stark. Neal McDonough and Stanley Tucci also return as Timothy "Dum Dum" Dugan and Dr. Abraham Erskine respectively.
- Jeff Goldblum, Rachel House, and Clancy Brown reprise their respective roles as the Grandmaster, Topaz, and Surtur from 2017's Thor: Ragnarok. Furthermore, Cate Blanchett returns to voice Hela in Season 2.
- Michael Rooker returns as Yondu Udonta, having last been seen in 2017's Guardians of the Galaxy Vol. 2.
- Toby Jones plays Arnim Zola once again, having last done so in 2015's Agent Carter. Bradley Whitford also returns from the 2013 one-shot of the same name as Colonel Flynn.
- Seth Green comes back as the voice of Howard the Duck. Although Howard had briefly cameoed in 2019's Avengers: Endgame, this marks the first time he has had a voiced appearance since 2017's Guardians of the Galaxy Vol. 2. Chris Sullivan and Kurt Russell also return as Taserface and Ego respectively from the same film.
- Benicio del Toro makes his return as Tivan the Collector, last seen in 2018's Avengers: Infinity War. Ophelia Lovibond also comes back as Carina, who had previously caused her own demise in 2014's Guardians of the Galaxy.
- Carrie Coon voices Proxima Midnight once more, having last done so in 2018's Avengers: Infinity War (the character's second appearance in 2019's Avengers: Endgame didn't feature her speaking, with her physical appearance being portrayed by her stunt actress Monique Ganderton).
- Leslie Bibb plays Christine Everhart 5 years after her last appearance (in viral marketing for Captain America: Civil War), and a solid 11 years after the character's last appearance in a major MCU property, Iron Man 2.
- Rachel McAdams comes back as Christine Palmer from 2016's Doctor Strange.
- Despite not voicing her in the MCU until now, Lake Bell returns to voice Black Widow nine years after voicing her on Robot Chicken.
- Michael B. Jordan and Andy Serkis return as Erik Killmonger and Ulysses Klaue respectively, having last been seen (and subsequently killed) in 2018's Black Panther. John Kani also reprises his role as King T'Chaka, also last seen in that film.
- David Dastmalchian reappears as Kurt, who was last seen in 2018's Ant-Man and the Wasp. For Season 2, Laurence Fishburne and Madeline McGraw returns from the same film as Bill Foster/Goliath and Young Hope van Dyne respectively.
- Mick Wingert reprises the role of Iron Man, having voiced the character in the Marvel Universe shows since season 4 of Avengers Assemble.
- Fred Tatasciore plays Volstagg, a character he has regularly played in previous animated Marvel shows such as The Avengers: Earth's Mightiest Heroes and Avengers Assemble. In addition, he reprises Groot from Guardians of the Galaxy – Mission: BREAKOUT!.
- Natalie Portman makes her first appearance as Jane Foster since 2013's Thor: The Dark Worldnote , although it had already been announced that she would returning in Thor: Love and Thunder.
- After being briefly replaced by his father in "What If... T'Challa Became a Star-Lord?", Atandwa Kani returns to portray T'Chaka's younger self in Season 2.
- Peter Serafinowicz comes back to voice Garthan Saal in "What If... Nebula Joined the Nova Corps?", 9 years since he first portrayed the character in Guardians of the Galaxy.
- Madeleine McGraw reprises her role as a young Hope van Dyne in "What If... Peter Quill Attacked Earth's Mightiest Heroes?". Interestingly, Hope didn't really get audible lines in the flashback in Ant-Man and the Wasp, but this was clearly no issue, as McGraw had continued acting into her teen years, including some voice acting roles.
- In "What If... Happy Hogan Saved Christmas?", Sam Rockwell reprises his role as Justin Hammer, 9 years after last being seen in 2014's All Hail the King.
- Gene Farber reprises his role as Vasily Karpov in "What If... Peter Quill Attacked Earth's Mightiest Heroes?", where he acts as the unseen handler of the Winter Soldier who's only heard through an earpiece.
- Aside from a few exceptions, the Brazilian Portuguese dub tends to keep the cast from previous MCU works even when the original English-language cast doesn't. Spider-Man (Wirley Contaifer) and Captain Marvel (Fernanda Bullara) are some examples. There are few exceptions - one being that Maria Hill has another voice because she shares a dubber with Frigga.
- Like the Bazilian Portuguese dub example, the European Spanish dub keep the cast from previous MCU works.
- Screwed by the Lawyers: According to executive producer Brad Winderbaum, Tom Holland's contractual obligations to Sony are so strict that he cannot reprise his role as Spider-Man in this show. This is also presumably why Spider-Man does not wear any of the suits seen in the modern Sony-MCU coproductions, but rather the similar but legally distinct costume created for Avengers C.A.M.P.U.S. at Disney Theme Parks.
- Spoiled by the Merchandise:
- An early April 2021 poster sighting at an FYE store revealed the "Guardians of the Multiverse". An eventual team-up of the multiverse heroes as seen throughout the anthology series. This fact wouldn't be confirmed until the August trailer showing the hero selection in a desolated New York.
- On July 2021, Hasbro released a first look at the Marvel Legends line for this series. One of the figures was Nebula from Episode 2, sporting her blonde wig and less cybernetic appearance. She hadn't appeared in any of the trailers prior, despite scenes from that episode being featured.
- An August 2021 Hyundai commercial would reveal that Ultron is the Big Bad for the first season of the series.
- In 2021, LEGO released a set for Sakaarian Iron Man, based on the events of "What If... Iron Man Crashed Into the Grandmaster?" Since the episode was delayed for two years, and released in Season Two, it spoiled one of Tony Stark's ace in the hole in the Grand Prix. Tony's suit can also transform into a F1-like drag racer, replacing his destroyed chariot.
- Marvel Future Fight released tie-in playable characters for Season Two, which gave early looks into characters and aspects that weren't covered in pre-release material. One is Nova Corps Nebula donning Yondu's attire, mohawk, and Yaka arrow, along with going by the moniker "Super Nova Nebula" by Howard. The other is the telekinetic nature of Kahhori, whose powers from exposure to the Tesseract weren't well-defined.
- Swan Song: Season 1 of this series is the final time Chadwick Boseman got to portray T'Challa in any format before his death from colon cancer in 2020. It's also the final acting project Boseman ever worked on.
- Troubled Production: The first season had its episode count reduced from ten to nine after the COVID-19 Pandemic caused production delays. The producers have stated that the tenth episode will be finished for the second season. A.C. Bradly further clarified that episode would be a "more light, upbeat Tony Stark episode".
- Wag the Director: Jon Favreau agreed to return for the show's second season on the condition that he get to headline an episode, and that Happy Hogan would transform into The Freak during its events. This is exactly what happens in "What If...Happy Hogan Saved Christmas?"
- What Could Have Been:
- Showrunner A.C. Bradley pitched an episode inspired by What If? #10, which featured a timeline where Jane Foster became a female version of Thor after finding Mjolnir. The idea was rejected due to Thor: Love and Thunder already featuring a similar premise, but that detail had not yet been made public at the time the cartoon was being planned.
- Uatu was initially conceived as being a cold, stoic observer of the show's alternate realities. After Jeffrey Wright described the experience of watching Marvel movies with his kid however, the character was re-written to have a warmer and more devoted interest in what he was watching instead.
- One story idea had Tony Stark exploring his complicated relationship with his father, which would've had Howard appear more often in Tony's life and set Tony on a different path in life. This ultimately got shafted because there was already an episode that heavily involved Iron Man, though A.C. Bradley expressed hope at getting that idea and others into Season 2.
- Another story idea involving Tony Stark would've had him and Pepper Potts exploring the galaxy at large in the style of The Odyssey, but it ended up being too big a story to realize. However, some elements of the idea were recycled into "What If... Iron Man Crashed Into the Grandmaster?".
- There was going to be an episode that would've consisted of Spider-Man turning into an actual spider, but the idea was scrapped as A.C. Bradley found the idea to be far too dark in comparison to the rest of the series. The writers also considered an episode for the series that would've had the Avengers as dinosaurs, but rejected it for being too silly.
- An episode pitch involving the Guardians of the Galaxy was suggested for the first season, but it had to be scrapped after A.C. Bradley was told that she had inadvertently written half the plot of Guardians of the Galaxy Vol. 3.
- One episode idea that Bradley came up with would've involved Loki becoming worthy to wield Mjolnir. This idea was discarded early on however, as the idea of Loki becoming a hero was already in the works for his own show.
- Bryan Andrews wanted to have The Rocketeer appear alongside Captain Carter and a post-serum Steve Rogers in the series' first episode, but Kevin Feige disapproved of it due to copyright issues and because it would raise the question of if Howard Hughes would exist in the MCU. Steve becoming the HYDRA Stomper is presumably left over from this idea.
- One spinoff idea for What If...Captain Carter Were The First Avenger? would've had Steve falling off the HYDRA train instead of Bucky, and end up becoming the MCU's equivalent of Captain Hydra, a high-ranking commander for HYDRA. This would've forced Peggy, Howard, Bucky and Red Skull to work together to defeat Steve. The idea was scrapped due to the story being too similar to the original episode's concept, though it did get A.C. Bradley hired as the showrunner.
- The show was planned to be animated in 2D early in the planning process, with director Bryan Andrews even pushing for it due to disliking Cel Shading. Eventually it was switched to the design seen now, due to time constraints and the large amount of effort 2D animation would've taken.
- Before it was officially announced, the show was originally planned to be one season and 23 episodes long, with each one centered around each movie in the Infinity Saga, but production constraints forced Marvel to split it into what was eventually announced to be two 10-episode seasons. When the COVID-19 pandemic began, the season episode count was dropped to 9 episodes each, seemingly meaning that for all future seasons of the show going forward, they will each be one episode shorter than they would've been prior to March of 2020.
- Bradley had seriously considered trying to get the series to cross over with Star Wars at one point, but was ultimately shot down by the higher-ups.
- At one point, Bradley toyed with the idea of replacing the MCU characters' actors in the show with soundalikes. Ultimately, it was decided that most of the cast would be voiced by their actors in the live-action films and television shows, though some characters such as Captain America and Iron Man were recast.
- Concept art from the 2019 Disney+ special, Expanding The Multiverse, showed that Captain Carter would've originally worn a full superhero cowl, not unlike Sam's in The Falcon and the Winter Soldier. This contrasts with her finalized appearance being maskless.
- Bradley had considered an episode where Captain America becomes president, but couldn't find a way to include enough action in it. The idea was used in the form of a Funny Background Event in Season 1's eighth episode, where Steve can be seen being sworn into office as Uatu and Ultron are fighting.
- The episode that was intended to be included in the show's first season (as mentioned above) was one involving Tony Stark becoming stranded on Sakaar and creating a Hulkbuster-esque suit out of salvaged technology, and, according to Bradley, would've been "light and upbeat". Said episode was released as part of season 2 due to the COVID-19 Pandemic (also as mentioned above). Despite that, its plot was referenced in the first season finale (with Uatu recruiting Mad-Titan Gamora to save the Multiverse).
- After the first season finale was released, it was confirmed that there would've been a spin-off series focusing on Star-Lord T'Challa that had to be scrapped due to Chadwick Boseman's death and Marvel's refusal to recast the character.
- For Season 1's eighth and ninth episodes, the creators briefly considered having Paul Bettany voice Ultron in earlier drafts. It ultimately fell through as Bryan Andrews felt that a Bettany-voiced Ultron would heavily clash with audience expectations, on top it not making much sense from a continuity standpoint.
- According to the documentary series, Marvel Studios: Assembled, the creative team was struggling to properly execute a "What If Thor Was Never Banished?" story. MCU character designer Ryan Meinerding sketched out a potential character design for this Thor, who was described as being more evil. Once writer A.C. Bradley saw the sketch, she thought it made Thor look less "evil", and more like "a douchebag". This reinterpretation ultimately led to finalizing this alternate Thor as being a frat-boy, whose irresponsible galactic parties cause inadvertent trouble.
- Season 2's Christmas Episode was initially based on Elf, but the idea was turned down, presumably because Happy Hogan being in a homage of a movie his actor directed would be too on-the-nose. The concept was eventually reworked into a Die Hard parody instead.
- Furthermmore, there were plans to give Darcy an episode focusing entirely on her for Season 2, but it was changed once Favreau decided to get involved with Season 2 once again.
- A.C. Bradley wanted to find a way to include Hela in "What If... Thor Were An Only Child?", particularly during the scenes in Las Vegas. She was spurred away from this from fellow writer Matt Chauncey, who felt that Hela deserved to headline her own episode if Cate Blanchett were to reprise the character, which lead to the creation of the Season 2 episode "What If... Hela Found the Ten Rings?"
- A.C. Bradley planned to write an episode called "What If... The Grandmaster Got the Infinity Gauntlet?", which would've made the Grandmaster an Arc Villain for Season 2 in the same way Infinity Ultron was for Season 1. This later got downsized to "What If... Iron Man Crashed into The Grandmaster?" as production was too far along, and Bradley loved the characters of Captain Carter and Strange Supreme so much that they decided to have the finale focus around them instead.
- "What If... Nebula Joined the Nova Corps?" was originally going to have a more tragic ending, but writer Matt Chauncey felt it was too dark for his taste, and so made the tone much lighter for the final product.
- Uatu and Captain Carter witnessing the entirety of the multiverse in the Season 2 finale was originally going to be a Jack Kirby-esque painting that emphasized the cosmic power of all the alternate realities that exist. It was changed to be Loki's World Tree at the last second to coincide with the release of the Season 2 finale of his own show.
- Word of God:
- The head writer A.C. Bradley confirmed that the "Absolute Point" in What If...? is a synonym to the "Nexus Event" in the Loki series. Another term was used because the fourth episode of What If...? had been written before the script of Loki was ready.
- The writers clarified for the final episode of season 1 that Ultron can't use the Infinity Stones to affect other universes, but he can use them on himself and his weapons, explaining why he didn't seem to be at full power.
- After the release of Doctor Strange in the Multiverse of Madness, A.C. Bradley confirmed that the Captain Carter who appeared in that film is not the same one seen in this series.