Nightmare Fuel / What If…? (2021)

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The Zombie Avengers: Earth's hungriest undead.

"I have seen everything that has ever happened. Ever will happen. Ever could happen. And yet... What the hell is this?!"

— Uatu realizing that he's being watched, "What If... Ultron Won?"

What If...? revolves around the ever expanding Multiverse, containing an infinite number of realities... and just as many terrifying moments within them. And you thought the Sacred Timeline was scary.

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Episodes

Season One

Episode 1: What If... Captain Carter Became the First Avenger?

• This show's version of the train scene from the first movie has Captain Carter lead the Howling Commandos onto a train that Red Skull is supposedly on board. But when Steve (in the HYDRA Stomper) gets inside, he finds that the train is filled with explosives. He barely has enough time to warn Peggy and the others before the train blows up, seemingly killing Steve and causing a huge avalanche.
• The kraken coming out of the portal. And the first thing it does is crush Red Skull like a bug.

Episode 2: What If... T'Challa Became a Star-Lord?

• Nebula, while much much better then the Sacred Timeline, disposes of Cull Obsidian (here named Black Dwarf) by throwing special seeds in him that grow so rapidly that it makes him explode.
• The ending. After a fairly humorous and even heartwarming episode, we end the episode back on Earth in a Dairy Queen, where we see Peter Quill mopping up after hours, only to notice someone behind him. Even before we cut to him, his faux-fatherly voice gives away that it's Ego, not even trying to put on an act and has gone after his son directly. Uatu even notes that it might spell the end of this world. Thankfully, the season finale reveals shortly after this, T'Challa showed up, grabbed Peter and slapped a bomb onto Ego.
  Ego: What, Peter? Can't spare a little time for dear old dad? [eyes glow up]

Episode 3: What If... The World Lost Its Mightiest Heroes?

• Hank Pym is so unhinged by the deaths of his wife and daughter that he decides to take revenge on S.H.I.E.L.D. by murdering any potential members of Fury's Avengers Initiative using the Yellowjacket suit.
  • Tony Stark's death is terrifying for just how subtle it is, and because we never actually see how Pym dealt with him. All we know is that he sneaked into Tony's bloodstream via Fury's surprise injection of a drug intended to instantly sober him up.
  • Like Tony, we never see how Pym killed Clint; we only see him fly out of his ear cavity, all without anyone seeing or hearing anything.
  • Hulk's horrifying death is the only one (besides Thor's) where we get any details. Pym attaches a growth-disc to the Hulk's heart, causing it to grow to several times bigger than the Hulk's body, blowing him up from the inside like an overinflated balloon.
  • The showdown between Black Widow and Yellowjacket showcases just how badly even a memetically underwhelming power like that of the Sizeshifter can outclass a Badass Normal like Nat, all because she simply can't hope to hit somebody too small for her to see. Yellowjacket literally handles the Widow like a toy, smashing her against shelving, floor, and ceiling, before dragging her into the darkness and leaving her to die on the floor.
• Clint's death, especially as seen from the perspective of the agents. He is locked up, unable to offer any defense of himself, and in the midst of a guilt-induced breakdown. The agents guarding him are certain that no one entered the cell. Fury goes to him, claiming "he will talk to me". Clint seems to be asleep, sitting slumped against the wall. Fury nudges him to wake him up... and Clint's body falls over, revealing that he's dead. A horrified Fury can only cradle Clint's body in his arms, calling for medics despite it being obviously too late to save him.
  • The expression on Clint's dead face is one of frozen horror and/or pain, indicating that however Hank killed him, it might have been swift but certainly not painless.
• Loki arrives on Earth with one thing on his mind: using the full military backing of Asgard, including the legendary Warriors Three and the Casket of Ancient Winters, to avenge Thor's death. His ultimatum to Fury is simple: deliver the murderer in 24 hours, or he will raze the entire realm, reducing Midgard to a lifeless wasteland of ash and ice.
  • The end result of Pym's rampage on the Avengers seals an even worse fate for Earth. Without the combined might of Earth's mightiest heroes to stop him as in the Sacred Timeline, as well as being backed up by the Godly Realm's full military strength, Loki conquers Earth in mere days.
• Loki showing off his own power by effortlessly and brutally stomping Pym into the ground once he's confirmed that Pym killed Thor.

Episode 4: What If... Doctor Strange Lost His Heart Instead of His Hands?

• If "What If... The World Lost Its Mightiest Heroes?" is the (darkly) funniest episode of What If...? so far, then this one is probably the scariest so far. It's heartbreakingly horrifying watching Strange Supreme spiral down the dark path he takes because Christine died in this universe. If Sacred Timeline Strange saw what happened here, he'd probably count himself lucky that he lost his hands instead.
• The entire sequence of Strange Supreme going on to absorb every demon he can manage is downright horrifying. He starts with small monsters, works his way up to unnatural animal creatures, and then keeps escalating. And every time he does, he momentarily takes their form. First a crow-like bird, then a dragon, then a two-headed goat... thing, demons unlike any other, then a snake, then a wolf creature, then more unnatural and terrifying beasts, including a creature that makes him heavily resemble Dormammu, and then an Eldritch Abomination. And by the time the other timeline Strange meets him, his true form is a constantly-shifting mass of dark silhouettes of everything he's ever absorbed, all of it twisting and writhing across his body. It's genuinely unsettling to see.
• Strange Supreme's final form after absorbing his Alternate Self is a grotesque monstrosity that combines all the creatures he's absorbed.
  • The Time Stone's corrupted form, changing from its original green color to a hellish red. The sheer damage Strange Supreme did to his universe is showing on the stone itself. The moment it turns red, everything fully breaks down.
• It is unknown what exactly happens to the beings Strange Supreme absorbs. Let's hope they are dead or at least unconscious, because otherwise Good Strange is also trapped in there screaming, having had to watch the entire universe die (and watching Christine die again).
• The ending of this episode makes Avengers: Infinity War look like a fairy tale. Strange Supreme's meddling causes reality itself to start bleeding away, with everyone and everything slowly disintegrating as the last act begins. By the end, he does get what he wants... but reality begins collapsing in on itself, and he futilely tries to stop it, but can't. He even begs Uatu to help, but Uatu states that this was his own doing and leaves him to his fate. By the end, the universe is outright destroyed, Christine dies again anyway, and Strange Supreme is left within a tiny shell, trapped forever alone with only his own guilt and despair. This Fallen Hero outdid Thanos (both the grim-and-tragic Knight Templar of Infinity War and the Omnicidal Maniac of Endgame) beyond his wildest aspirations, and he wasn't even trying to.

Episode 5: What If... Zombies?!

• The episode starts off with Bruce Banner returning to Earth at the same time that Cull Obsidian and Ebony Maw do. He tries to get Hulk to come out, but to no avail. Then a sling ring opens, and Iron Man's repulsor shoots Maw in the back of the head. Through a portal walk out Iron Man, Doctor Strange, and Wong. Bruce thinks they're there to help, but is horrified when the heroes quickly devour Obsidian and Maw. Iron Man turns around to reveal that he is a zombie, with his jaw barely hanging onto his face. Soon, Maw and Obsidian are zombified, with Wong gnawing on Obsidian's ripped-off arm.
  • There's also the fact that, for a moment, Bruce arrives on Earth and is unable to find anyone on the streets of New York. He quivers as he asks himself "Was I too late?" shortly, as Maw and Obsidian arrive to take him out. Even worse is that Hulk still refuses to come out.
    • Evidently shown in this scene alone, the infected zombies aren't just zombies by appearance; they retain their memories of knowing how to fight and can use their weapons, making them and the virus even more dangerous in combat. And it seems some part of their minds remain, since Strange and Wong are able to use magic.
• The trailer for the episode was no slouch, either. It started off with the usual TVA screen detailing an important event that happened in the Sacred Timeline before the last sentence was erased and replaced with a new sentence detailing the changed outcome like in previous episodes. For this one, however, the writer paused on the last word of the sentence before finishing. When the zombies show up, starting with a zombified version of Hank Pym ambushing Captain America, the usual triumphant music was replaced by "Psycho" Strings that lasted throughout the rest of the trailer as the Avengers were overwhelmed by the horde along with a few other shots.
• The start of the outbreak is horrifying. Imagine you're Hank Pym, finally about to reunite with your wife you lost so many years ago, and when you find her... she's gone. The woman you love, replaced with a husk, and even worse, she probably knows you, given how the other superpowered heroes know all their techniques. And she can't stop herself. Which brings up a question: How long has she been like that?
  • This and Episode 3 share a common theme: Pym Particles are dangerous! Hank wasn't exaggerating his warning about his tech reshaping reality in Ant-Man.
  • At most 2 hours. She should have briefly possessed Scott's body to help them find herself. Then they had 2 hours to get to her.
• After the above scene, we're treated to a scene of Hope reuniting with her zombie parents. She's able to quickly shrink before her own father attempts to devour her, but Scott is slow on the draw. Cue the zombified couple siccing themselves on him as he screams in horror, leaving only his arm behind.
  • Given that all Vision was able to salvage from Scott was his head, that indicates that Hank and Janet devoured his entire body. It's also possible that he still had a body after they ate him, but it was then fed to Zombie Wanda to contain her hunger, Vision only leaving Scott's head behind to test his reversal of the infection.
• The scene of the Avengers and Black Panther assembling to try to contain the outbreak seems to give viewers a Hope Spot at one point. Then, as Cap is prepping the team, a zombified Hank starts nibbling on his neck, before growing to full size and tackling Steve to the ground. The rest of the Avengers go down in short order, with all of them shown to have become zombies later in the episode. Well, all of them except Natasha, who is never seen again after the bridge "battle".
• Zombie Cap's appearance. After ambushing Sharon Carter, Bucky finds Steve feasting on her remains as he coldly confronts his zombified best friend. The choir that plays in the background as Cap growls and lurches in silhouette before roaring at Bucky truly sends chills down your spine. And if you look closely, you can see Sharon's body start to twitch as she starts decaying into her zombified form.
• The scene where Bucky discovers Vision's dark secret. Vision warns him not to go searching the camp, but Bucky disobeys. Upon being startled by what seems to be a zombie, Bucky opens fire, only for the bullet to be stuck against glass... and a familiar red glow becomes visible. It's then that a dismembered T'Challa tries to warn Bucky not to anger the cell's resident, but it's too late.
• Did you think Wanda took her lover's death badly? Turns out it would have been even worse the other way, with Vision unable to bring himself to kill her after she becomes a zombie. So he just keeps her locked up while drawing in random survivors to sacrifice to her, and keeps a sedated T'Challa alive in order to saw off his limbs to feed her. The result is a mindless monster with all the same powers that nearly brought down Thanos himself. Even worse, her powers nullified both the cure and the Mind Stone's powers.
  Vision: You have awakened her. She hasn't eaten in days.
  • Seeing T'Challa slowly being used as a Human Sacrifice to feed a zombie's hunger brings up all kinds of fear to those who read the comic which had the same shocking scenario.
• As T'Challa manages to get the Quinjet up in the air, a giant Zombie Wasp rises up from the ground, having finally succumbed to the virus. Understandably, Scott can only scream in terror after seeing the woman he once loved trying to murder what remains of him and his two friends.
• After a heartwarming speech from T'Challa and a hopeful outlook on the cure as the survivors reach Wakanda, the episode ends with the revelation that Wakanda is already overrun by zombies... led by a zombified Thanos armed with 5 Infinity Stones on his Infinity Gauntlet.
  • Thanos is infected, and he still has the Space Stone. There's nothing to stop the virus from leaving Earth.
  • The closeup of Thanos and his Nightmare Face as his already permanent Slasher Smile widens even further as he clenches his fist and the stones glow brightly. It Can Think... and soon the heroes will be bringing the final stone right to him. Imagine him (living or undead) successfully culling half the universe while most of the heroes who would undo this in the Sacred Timeline (especially Strange and Tony) are nothing but destroyed zombie parts in this one. This universe might be screwed, big-time.

Episode 6: What If... Killmonger Rescued Tony Stark?

• At the end of the episode, Killmonger, here a much calmer and more calculated mastermind than his Sacred Timeline counterpart, has killed Tony, Rhodey, and T'Challa, worked his way into T'Chaka's graces to become the new Black Panther, and instigated an all-out war between the US and Wakanda, all so that he can have Wakanda become an absolute power with him as its ruler. And General Ross is all too excited to blow Wakanda off the map.

Episode 7: What If... Thor Were an Only Child?

• The entire episode is a lighthearted, party-themed comedy that ends on a happy note... until a portal opens, and an army of Ultron drones walks out. An army led by Ultron in the body of Vision with all six Infinity Stones.
  • For once, Uatu is completely caught off-guard by this development. Strange Supreme destroyed his entire universe, and Uatu saw it coming a mile away, but this evil Vision/Ultron fusion with all six Infinity Stones in his armor pops up out of nowhere and may pose a threat even greater to existence than that.
    Uatu: A world restored, love blossoming, as children both human and Asgardian say: together, they lived Happily Ever After... Wait, what?
    Party Thor: Uh?
    [Ultron and his army enter Party Thor's universe]
    Uatu: Oh dear... Perhaps I spoke too soon.

Episode 8: What If... Ultron Won?

• The power to control the universe in the hands of a madman who wants to wipe out half of all life is one thing. The power to control the universe in the hands of a psychopathic and self-aware AI who wants to commit omnicide? Yeah, now you're scared! Unlike Ultron Sigma, Infinity Ultron freely uses all of the Infinity Stones!
• Infinity Ultron is arguably the strongest being in the universe up to this point. The Avengers? Their heavy hitters drop like flies. Thanos with every stone except the Mind Stone? Cut in half in an instant. Ego the Living Planet? Imploded from within. Captain Marvel? Blown up in the core of a planet. The Watcher himself? Though he puts up an admirable effort, even he cannot stop Ultron.
  • On that note, Infinity Ultron's universal genocide campaign. He easily wipes out Asgard, the Sovereign (where the Guardians of the Galaxy fall against him), Ego, Sakaar, and finally Xandar (which he destroys along with Captain Marvel from within the planet's core, and multiple surrounding planets from the resulting explosion). The galaxy's heroes and villains are powerless to stop him from reducing the universe to rubble. It's not unlike an MCU-themed adaptation of Deadpool Kills the Marvel Universe, only even more believable due to Infinity Ultron upping the power scale.
• Uatu's terror when Infinity Ultron is able to see him. Not even just shock or a more vigilant attitude, the Watcher himself outright panics in a scene taken almost verbatim from the aforementioned comic.
  Uatu: The realization nearly broke the machine. [Infinity Ultron hears him and opens his eyes] With his mission complete, Ultron was just a program without a purpose. The victor without a war sentenced to spend all of eternity... alone.
  [Infinity Ultron glances to his left side and turns around to see the source of Uatu's voice]
  Infinity Ultron: Who... Who said that?
  Uatu: Basking in the boundless silence of his universe, Ultron ascended to a previously unattainable level of consciousness. He became aware of another. He became aware of the—
  [Uatu stares at Infinity Ultron in confusion when he realizes he's seeing him]
  Infinity Ultron: ...I see you.
  Uatu: UH?! [hyperventilates]
  Infinity Ultron: There are universes beyond my own...
  [Uatu hides himself from Infinity Ultron's sight, gasping and breathing heavily]
  Uatu: I have seen everything... that has ever happened. Ever will happen. Ever could happen. And yet... What the hell is this?!
  • You would never imagine a being as powerful as Uatu to experience what it feels to be in a horror movie, but that's exactly what happens. As he indirectly urges the remaining Avengers to hurry and find the file, he hears Infinity Ultron's voice calling out to him from the darkness of the hallway.
• In Avengers: Infinity War, Thanos wiped out half the universe. In this timeline, Infinity Ultron wiped the universe clean of life after gaining the Infinity Stones. Black Widow may well be the only sapient being left on Earth, if not the entire universe.
• This episode also gives the audience a view of the true power of the Infinity Stones. Previously, Thanos's use of them was limited because he simply wasn't powerful enough to use them on such a large scale without injuring himself. Here, Infinity Ultron has a body that is perfectly capable of using all six stones without risk, leaving the power of the stones more like their comic versions wherein whoever wielded them gained god-like control over the universe and nigh-omnipotence. Aside from maybe Galactus himself, nothing can match Infinity Ultron, not even the Watcher.
• For those who are used to seeing an All-Loving Hero like Vision, it can be pretty disturbing to see an evil AI like Ultron walking around with his face, but with glowing red eyes and Lack of Empathy for any form of life.
• During the fight with the Watcher, Infinity Ultron appears at a massive size and seems to take a bite out of a galaxy, looking eerily similar to Galactus.
• The risk that Infinity Ultron poses to the Multiverse leaves Uatu even more tempted to interfere than Strange Supreme, and Jeffrey Wright's amazing vocal performance makes you feel every bit of his desperation as he begs Clint to notice Zola's file. And in the end, he's actually forced to go to Strange Supreme himself for help, humbling himself to say that he was wrong.
• When Infinity Ultron utters "I see you" upon discovering the Watcher. The way it's framed makes it look like he's saying that he can see the audience, too.
• After fleeing, we see Uatu in a familiar crystalline place, and as the camera pans left, who should we see but the demonic silhouette of Strange Supreme? Just Uatu needing to take refuge here with him of all places underscores how bad things are, but what seals the deal is that Strange Supreme isn't mourning in desolation, as he had been when last we saw him, but the usual smug self smirking makes it all the more unnerving.
• During the final confrontation before Uatu flees to Strange Supreme's pocket universe, Infinity Ultron grabs his head, and cracks of energy spread across the Watcher's scalp, suggesting that his head was moments away from getting shattered like an eggshell if he hadn't managed to knock Ultron off balance.

Episode 9: What If... The Watcher Broke His Oath?

• Infinity Ultron continues from the last episode in nightmarish power. Having a horde of zombies dumped on him? He needs a few minutes, but blows them away. Zombie Wanda, who Strange Supreme thinks will put up the most resistance? Gone in a few minutes, much to even her shock.
• Arnim Zola was already immensely creepy in Captain America: The Winter Soldier, but watching him rip apart Infinity Ultron's mind with zero effort cements both how utterly terrifying and supremely unnatural he's become.
• Infinity Ultron is seemingly defeated once and for all thanks to Zola's consciousness wiping him from Vision's body. At that moment, however, Killmonger takes the Infinity Stones and dons some Ultron-esque armor before offering the other Guardians a chance to set things right. It turns out the Watcher saw this coming and ensures that Killmonger and Vision-Zola would both be trapped in a Sealed Evil in a Duel, fighting over the Stones for all eternity.

Season Two

Episode 1: What If... Nebula Joined The Nova Corps?

• Xandar's not a bright and sunny place here, but a dark, oppressive city straight out of classic Cyberpunk.

Episode 2: What If... Peter Quill Attacked Earth's Mightiest Heroes?

• The Avengers' battle with Peter starts with Hank summoning insects to swarm over Peter's cotton candy before chasing him. Person of Mass Destruction or not, Peter's a kid, and that's creepy.

Episode 3: What If... Happy Hogan Saved Christmas?

• Happy’s Hulk-blood induced transformation. Unlike the classic Hulk who is green, Happy's version is a striking purple colour. Thankfully he retains his mind, but he is somehow MORE intimidating than Hulk, and there’s no guarantee he can be turned back. Not only does he have orange Tainted Veins, but his face seems to be warped into a permanent grimace.

Episode 4: What If... Iron Man Crashed Into the Grandmaster?

• The Grandmaster’s fate, while funny, is also completely unsettling. He manages to survive being turned into a puddle of goo, and is more or less in good spirits, but the last shot of the episode is his face in the puddle, asking Topaz to mop or sponge him up, with a tone that says he’s going to enjoy it a BIT more than he should.

Episode 5: What If... Captain Carter Fought the HYDRA Stomper?

• The fake American town in Sokovia manages to make Westview seem quaint. It’s completely empty save for all the mannequins with unsettling big grins and accompanying recordings of how wonderful life in American suburbia is. Not to mention how easily they can surround an unsuspecting trespasser and pepper them with Widow darts.

Episode 9: What If... Strange Supreme Intervened?

• Strange Supreme turns out to be the Big Bad of the episode, having become so depressed over the destruction of his universe that he starts kidnapping heroes and villains from across the multiverse and trying to use them to restore his world.
• The Earth where Peggy finds Kahhori was one where the Red Skull won. We only see that he carved himself into Mount Rushmore, but that just leaves to the viewer's imagination what the Skull, one of the evilest MCU characters, did to the world.
• Kahhori says when facing the horde from Earth-89521 that "Zombies are pretty universal." One Zombie Apocalypse world was nightmarish enough, but the fact that they're a relatively common occurrence almost makes what pre-Loki TVA does seem justified!
  • Slightly mitigated or worsened, depending on your point of view, as the same scene also has Hela take command of all those zombies under her own power as the Goddess of Death. On one hand, that clearly means that it is possible for sufficiently powerful beings to halt any such Zombie Apocalypse in its tracks. On the other hand, that also means that dangerous supervillains could give themselves extremely dangerous zombie armies capable of using the powers and weapons of fallen heroes and villains.
  • And prior to that, Zombie-Wanda show up looking as if she raised the zombies herself. Kahhori goes full Oh, Crap! when she and Peggy find her, hinting this isn't the first time they met.

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