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Recap / What If...? S1E5 "What If... Zombies?!"

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"What If... Zombies?!"

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"New York! Home of the Mets, the Chrysler Building, those ladies from Sex and the City, and now, the zombie apocalypse!" note 

Alternate take on: Avengers: Infinity War and Ant-Man and the Wasp

"Dr. Bruce Banner, the human hiding within the Hulk, fell from the stars to warn humanity of imminent danger. But the world he found was not one he recognized."
Uatu
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Bruce Banner returns to Earth to warn their heroes of the impending arrival of Thanos… only to find a world where humanity has been decimated by a zombie plague. Even worse, most of the Avengers have already fallen victim to the plague.


"What If... Zombies?!" contains examples of:

  • Absentee Actor:
    • Despite their rather prominent roles in the films this episode is based on, several characters are completely absent, including War Machine, Ghost, Bill Foster, Proxima Midnight, and Corvus Glaive.
    • Both Thor and the Guardians of the Galaxy also fail to appear in this episode, despite how integral to the plot of Infinity War they were. Although this could be partially justified due to them still being in space during the episode's events, the absence of Thor, Rocket and Groot is still mysterious since they arrive on Earth rather shortly after forging Stormbreaker.
  • Actor Allusion:
  • Adaptational Badass:
    • The Hulk was amongst the very first heroes to be turned into a zombie in Marvel Zombies. Here, Hulk's skin is tough enough to actually No-Sell zombie bites, which allows him to fight off several of the undead, and stand up against a zombified Wanda Maximoff. This is especially notable given that even Thanos, whose skin is just as strong, ends up being infected as well.
    • In a sense, the zombified heroes become this as well. In the comics, many of the zombified superheroes actually became weaker after being turned, such as Thor being unable to wield Mjolnir (this at least makes sense, because as a zombie he's no longer worthy), Wolverine losing his healing factor, and Spider-Man having to painfully shoot veins from his arteries instead of using his webshooters. Here, many of the characters who suffered coming back wrong as zombies are Adapted Out, and the heroes/villains who do get infected are shown to be almost as powerful as they were when they were alive, though understandably somewhat less coordinated as shambling undead (Hawkeye, for example, is nowhere near as accurate as he once was).
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  • Adaptation Distillation: In Marvel Zombies, the zombie outbreak was the result of a time loop created by the Watcher sending the Sentry, who was the last zombie after the rest had been killed, back in time to the universe where the series began. This quarantined the virus to just two universes while leaving the multiverse safe. Here the outbreak is the result of a Quantum Realm virus that Janet van Dyne contracted and then spread to Hank Pym.
  • Adaptational Dumbass: In the Marvel Zombies comics, the undead superheroes are capable of thinking, creating plans and utilizing their powers in unique ways to capture and eat other humans, and were also capable of communicating with each other like they used to in life. Here, while some of the heroes retain their knowledge of how to use equipment or magic and are capable of coordinating in ways they never demonstrated when alive, they're little more than your stereotypical zombies who can only manage groans and simple words (as demonstrated by zombie Happy saying 'Blam!' after getting turned) and mindlessly shamble towards the heroes they want to consume.
  • Adaptational Heroism: Sharon becomes this in light of The Falcon and the Winter Soldier. Since there's no higher authority to prosecute her for her actions in Civil War, she's still as heroic as she was in her previous appearances. Too bad it doesn't last, however.
  • Adaptational Nice Guy: All the zombies count as this because unlike in Marvel Zombies they are not truly sentient and are just following their instincts, while in the comic they all chose to embrace what they had become.
  • Adaptational Nonsapience: Played with. The Marvel Zombies distinguished itself by having conscious, sentient zombies well aware of what they were doing, but powerless to stop it. Here, the zombies are your bog-standard mindless brain-eaters, although they still know how to use their weapons, gear and powers, much like the zombies in the comic books did. There's also a brief moment where the zombified Scarlet Witch stops chasing the heroes to cradle Vision's corpse, implying that there may be something left of Wanda Maximoff. Also, Zombie Happy still says "Blam!" when using his repulsor, showing they can at least speak simple phrases.
  • Adapted Out: Most of the cosmic elements from the Marvel Zombies comic are entirely excised here, with the virus never infecting any space-based heroes (though it does get Thanos and his forces). The virus is also changed from originating in space in favor of it coming from the Quantum Realm instead.
  • Adaptational Villainy: The Vision, who is shown to be willing to lure innocent people into a trap and feed them to a zombified Wanda until he can figure out how to cure her.
  • Advertised Extra:
    • Many of the zombie superheroes, primarily Zombie Captain America were prominently shown off in the promotional material, with Cap in particular even getting his own Marvel Legends, Pop Vinyl and Lego figures. However, most of the zombified heroes only appear for a few minutes at most before being taken down or disappearing.
    • Tom Vaughan-Lawlor is advertised as being part of the cast in the opening sequence, yet he only recites a small part of his Gospel of Thanos speech from Infinity War before going down and becoming a zombie.
  • After the End: Bruce shows up on Earth after a Zombie Apocalypse has already ravaged the planet.
  • An Arm and a Leg: When Bucky finds T'Challa, the latter is short a leg from Vision's machinations of slowly feeding him to the undead Wanda.
  • Apologetic Attacker: As many of the zombies they face are their former friends, the survivors often apologize when they destroy them.
  • Artistic License – Geography: The remaining heroes go to Grand Central Terminal so they can hotwire a train to take to Camp Lehigh in New Jersey in search of a cure for the zombie infestation. In reality, trains from Grand Central only go to upstate New York and Connecticut and the group would need to go to New York Penn Station to get rail access to New Jersey.
  • Aspect Ratio Switch: When Okoye interrupts Peter's "orientation video", the aspect ratio switches from 4:3 to 2.35:1 with the phone swiping vertically across the screen as a transition.
  • Barrier Maiden: The zombies react negatively to the frequencies emitted by the Mind Stone through Vision, preventing them from entering Camp Lehigh, even when there's a sizable gap in the fence. Once Vision rips the Mind Stone out of his own head, the signal stops and the zombies are free to quickly swarm the place.
  • Big Damn Heroes: After refusing to appear throughout the episode, the Hulk partially emerges to save Bruce from getting bitten on the arm. He then makes a full reappearance after Bruce begs him to "be the hero" and clear a path through the zombies for the other survivors to escape.
  • Bilingual Bonus: Okoye tells Scott "thula thula", the Zulu expression for "there there".
  • Black Comedy: All over the place, much like Marvel Zombies. Special mention goes to the Watcher's very nonchalant reaction to Hank Pym being devoured by the now zombified Janet Van Dyne.
    Uatu: Oof… that happened.
  • Bloodier and Gorier: Easily the single goriest and most violent piece of MCU media there is so far, and that is saying something. Between Falcon and Captain America being bisected and both Cull Obsidian and Ebony Maw being straight up devoured by the now zombified Iron Man and Doctor Strange, well… let's hope you're not too squeamish. That the zombies bleed a vague sort of blue instead of red saves the episode from becoming too much of a horror show.
  • Bloodless Carnage: In spite of the above, very little blood is shown being spilled by the living, despite the injuries inflicted upon them. The little cut we see on Hope's arm and a little bit of blood when Sharon is hit by zombie Hawkeye's arrow is as bad as it gets.
  • Breather Episode: Bloodier and Gorier nature aside, this episode is far more action-focused than its predecessor, and filled to the brim with Black Comedy that takes full advantage of its B-Movie premise. While not without its sad and disturbing aspects, especially the Cruel Twist Ending, this episode is much more of a cross between lighthearted MCU fare and zombie movies, as opposed to the outright tragedy that was the previous episode.
  • But Not Too Black: The animated version of Okoye is notably lighter than Danai Gurira, who originated the role in the MCU.
  • Call-Back:
    • For a first within What If…?, in Episode 3 we saw how quantum technology suits can be truly lethal when employed by the resourceful and the ill-intentioned, such as Yellowjacket Hank Pym. Here, once again, it is Zombie Hank who initiated the zombification of the Avengers, ruining the timeline, by shrinking to a size where none of them saw him coming until he bit Captain America. Similarly, Wasp demonstrates in gruesome detail what happens when a shrunken object returns to full size while inside a person.
    • Vision sacrifices the lives of innocents to keep his wife alive, just as she did for him in the Sacred Timeline. But to Wanda's credit, at least she kept them alive and uneaten. Bonus points for both stories being set in New Jersey.
    • After Bruce's arrival on Earth, we're treated to another one of Peter's homemade films, just like in Spider-Man: Homecoming. Peter's videos are packed with in-jokes from the movies; for instance, one of Sharon's special skills is "eulogies", referencing her speech at Peggy's funeral in Civil War.
    • Kurt once again brings up Baba Yaga.
    • After killing Zombie Cap, Bucky says "Guess it's the end of the line", referencing their mutual promise to look out for each other "until the end of the line."
    • Bucky and T'Challa recognize each other and have a clearly established bond, likely from the time Bucky spent in Wakanda.
    • The Hulk once again performs a Climactic Battle Resurrection, like in The Incredible Hulk.
    • Peter tells Scott and T’Challa that Tony invited him to become part of the Avengers, which happens at the end of Spider-Man: Homecoming.
    • T’Challa gives his “Death is not the end” monologue to Spider-Man and Scott, much like he did in Captain America: Civil War.
    • Early in the episode, the surviving heroes are shown driving the shrinking van previously seen in Ant-Man and the Wasp.
  • The Cameo: A zombified General Ross appears amongst the horde outside of the fence.
  • Citadel City: Okoye tells the surviving Avengers to go to Wakanda, believing its high-tech protection would keep out the zombie horde. It doesn't.
  • Climactic Battle Resurrection: The Hulk finally reemerges from Banner to allow the remaining Avengers to escape to Wakanda.
  • Conflict Killer: The crisis begins after the events of Captain America: Civil War, meaning that Tony and Steve put their differences aside to fight the zombies together in what was likely one of their last human decisions.
  • Cruel Twist Ending: Despite Okoye assuring the survivors that Wakanda is one of the last, if not the last, human strongholds against the zombie hordes and that it has the technology to transmit a cure across the globe, the episode ends with The Reveal that Wakanda has been overrun by the zombies, with them clawing on the inside of their shield trying to get out and several infected Dora Milaje and Jabari Tribe members visible. Even worse, Thanos the Mad Titan himself is there, already zombified by the disease… and armed with the Infinity Gauntlet equipped with five stones. And not only are the survivors unwittingly bringing the Mind Stone to him, Thor is bound to arrive with Stormbreaker sooner or later… so one can only hope that things don't end horribly.
  • Dead Weight: A handful of zombies, such as the one who punches through Hope's visor, are on the heavier side.
  • Death by Adaptation: Numerous people die in the Zombie Apocalypse who are still alive in the Sacred Timeline, including Hank, Janet, Doctor Strange, Wong, Hawkeye, Falcon, Happy, Sharon, Wanda, Okoye, Kurt, and Hope.
  • Death Equals Redemption: Stricken with guilt over feeding innocent people to his zombified lover Wanda, Vision declares he must atone for his crimes and tears the Mind Stone out of his head, killing himself. Unfortunately for the heroes, his death just makes things even more desperate as the Mind Stone's signal stops transmitting as soon as it's no longer being used, allowing the zombies to attack.
  • Death Is Gray: Vision dies as soon as he rips the Mind Stone from his head, his body turning gray before it hits the ground.
  • Decomposite Character:
    • In the Marvel Zombies comic, the zombie Ant Man keeps Black Panther alive and uncontaminated in order to eat him so he can stay sane and be able to work on a cure for the zombie plague. This role is given to Vision, who keeps Black Panther around as a food source for Wanda while he tries to find a way to cure her, since she is resistant to the one that works on normal humans.
    • The same can be said for Wasp, who in the comic after turning into a zombie ends up as a decapitated head that is able to help the humans. In this adaptation, Scott Lang is the one who ends up as the decapitated head that helps the survivors, while Hope turns much later and isn't saved.
  • Didn't Think This Through:
    • Hope becoming Giant Woman and performing a Heroic Sacrifice helps the survivors get into Camp Lehigh without being wiped out. Unfortunately, being killed by zombies predictably turns Hope herself a giant zombie, thus making the group's escape from Lehigh significantly harder.
    • In his determination to atone for his sins, Vision decides to rip out the Mind Stone and kill himself in order to give the heroes something to try to cure the zombie virus. He apparently didn't consider that the Mind Stone's ability to ward off the undead only works because the Mind Stone exists as a part of him, meaning that the horde outside Camp Lehigh now can start attacking what remains of the heroes. Also, his Senseless Sacrifice further means that Zombie Wanda cannot be contained in any way, allowing her to enact revenge on the survivors after she discovers his dead body.
  • Dies Differently in Adaptation: Some of the deaths in this episode, such as Tony and Natasha, happen by means of zombie infection instead of their Sacred Timeline deaths.
  • Downer Ending: The team is bringing the Mind Stone to Wakanda. However, a zombified Thanos is already there standing in the ruins of the city, Infinity Gauntlet in hand and five Stones on it. Worse still, he has an army of zombies comprised of the citizens of Wakanda including Jabari Tribe warriors and Dora Milaje, indicating that he killed and infected everyone living in Wakanda. Possibly a Bittersweet Ending though, because if the team can get the Infinity Stones, they can use it to reverse everything. At the very least, they can use the Mind Stone to heal all the zombie heroes to fight Thanos.
  • Driven to Suicide: Vision decides to make amends for the people he lured to their deaths to feed Zombie Wanda, but at the same time can't bring himself to abandon her and join the others. So he rips the Mind Stone out of his own head, effectively killing himself but allowing the others to take it and use it to potentially cure the world of the zombie plague.
  • Dwindling Party: As is standard of the genre, the survivors are picked off one by one as the story progresses. Happy Hogan is the first to go, followed by Sharon, Hope, Kurt, Okoye, Vision, Bucky, and finally (maybe) Banner. Only Peter Parker, T'Challa, and Scott's severed-but-alive head survived, and they might not be for long...
  • Elite Zombie: While many of the zombies act like your typical examples — mindless, slow-moving hordes of half-eaten monsters — the former superhero zombies are still able to use their weapons and powers, including the ones whose powers require skill to use like Doctor Strange and Wong. They are even able to plan and strategize, such as when Hawkeye ambushes the heroes at the train-station.
  • Episode of the Dead: One episode about a Zombie Apocalypse in a series that is usually zombie-free.
  • Exactly What It Says on the Tin: The title of the episode gives you all you need to know.
  • Face–Monster Turn: As is expected of this episode's plot, the zombified superheroes are this.
  • Face-Revealing Turn: Naturally, this is how the first zombie (Iron Man) is revealed to both Bruce and the audience. Prior to that, the zombie's faces were conveniently obscured.
  • Fallen Hero: Many including Iron Man, Captain America, Doctor Strange, Wong, Hawkeye, and the Scarlet Witch after they turned into zombies. Vision, however, was worse than any of them as he chose to sacrifice helpless survivors to keep Wanda's hunger sated and even kept T'Challa a prisoner to feed Wanda pieces of the hero.
  • Family-Unfriendly Violence: Possibly the goriest episode of the series, with tons of zombies beheaded, sliced, and exploded. Some of the survivors are shot, or seen missing a leg or their entire body.
  • Fanservice: The orientation video includes a segment on "Hygiene" demonstrated by showing Bucky Barnes in the shower with some steam covering everything below the waist.
  • Fastball Special: Zombie Hope angrily chucks a zombie at the Quadjet after it escapes her grasp. It doesn't work, but points for aim, since she manages to bounce the zombie off a wing.
  • Five-Second Foreshadowing:
    • In Grand Central Station, Happy is startled by a flock of birds. Moments later, the party is ambushed by Hawkeye and Falcon.
    • A couple of items foreshadow what Vision has been doing at Camp Lehigh:
      • Right before entering, Kurt is spooked because he senses the presence of "Baba Yaga", described in some Russian legends as a flesh-eating witch. Zombie Wanda certainly fits the bill.
      • Looking through the records, Peter and Bruce find that this isn't the first time survivors have arrived at Camp Lehigh. Cut to Bucky discovering T'Challa missing a leg and zombie Wanda waking up.
  • Flesh-Eating Zombie: The zombies eat the body parts of the living. It appears that once the dead victims themselves turn into zombies, though, they're no longer palatable.
  • Foreshadowing: As lampshaded early on, Okoye isn't Genre Savvy to Zombie Apocalypse tropes. With the survivors on their way to Wakanda to broadcast the Mind Stone's signal, we see the country wasn't as untouchable as Okoye thought it was.
  • Forgot About His Powers: During her first Big Damn Heroes moment, Hope commands a swarm of ants to make short work of the zombified Ebony Maw, Cull Obsidian, Dr. Strange and Iron Man. Somehow, she never uses this tactic again.
  • For Want of a Nail: The primary diverging point in this universe was when Janet van Dyne was infected with a quantum virus and was Patient Zero for the zombie plague. She infected Hank, and from there the world was gone inside a week.
    Uatu: Like too many great catastrophes, this one sprang from a place of love and hope. Two weeks earlier, Dr. Hank Pym journeyed into the quantum realm, searching for his long-lost wife. But in this universe, Janet van Dyne contracted a quantum virus that corrupted her brain. So when she finally reunited with her husband after thirty long years… Oof. That happened. Alas, Hope van Dyne's long-awaited family reunion was not to be.
  • Freeze-Frame Bonus: If one looks closely at Sharon after she is eaten by Zombie Captain America, you can see her hand twitch, indicating her change is beginning to start.
  • Fun T-Shirt: In Peter's "orientation video", Happy is seen wearing a t-shirt with "I'm not single, I'm saving myself for Thor" written on it.
  • Genre Savvy:
    • Peter is constantly annoyed that no one seems to be aware of horror movie tropes.
    • Early on in the episode, Uatu notes that many people succumbed to the plague, except those who "knew the rules", i.e. having seen zombie movies. This refers to Peter's prolific pop culture knowledge from both Civil War and Infinity War.
  • Ghost Planet: Due to the zombie outbreak, any parts of Earth that aren't filled with hordes of the undead are completely deserted. New York in particular is shown to be completely empty when Bruce arrives, until Ebony Maw and Cull Obsidian arrive as well.
  • Giant Woman: Hope grows to colossal size to get the survivors across the last stretch from the train to Camp Lehigh.
  • Half the Man He Used to Be:
    • Zombie Falcon is bisected head-to-toe by Okoye.
    • Bucky Barnes uses the shield to cut Captain America in half at the midsection.
  • Heroic Sacrifice:
    • Hope, after being scratched by Sharon, uses her enlarging ability to carry the team across a zombie horde before they can completely swarm over her.
    • Bucky stays behind to distract Wanda. She tosses him into the distance, his fate unclear, given that we’ve seen him survive higher falls.
    • Banner then does the same, which allows him to bring out the Hulk and fight the horde, his skin too tough to penetrate.
  • "Hey, You!" Haymaker: Zombie Iron Man ambushes Ebony Maw with a Sling Ring-assisted repulsor to the back of the head.
  • In Spite of a Nail:
    • Despite being a part of the Zombie Apocalypse, Thanos is still set up to wipe out half of all life in the universe once the Mind Stone cures everyone.
    • Despite never having met Dr. Strange and Wong, Zombie Tony still became part of their hunting pack.
    • Even though in this timeline Dr. Strange was not taken captive and ended up on Titan, where Thanos could take the Time Stone from him, Thanos somehow still got his hands on the Time Stone in this reality.
    • In Ant-Man and the Wasp, Hank and Hope were only able to find Janet in the Quantum Realm because she was able to contact them through Scott and provide them with her location. If that were the case in this universe, it would give her an extremely short window to contract the virus and become zombified, and Hope never references having talked to an alive-and-well Janet just an hour beforehand.
    • In the Sacred Timeline, Thanos attacked Wakanda because that's where the Mind Stone was at the moment. In this reality, Vision and the Mind Stone were never anywhere near Wakanda, but Thanos is still in the country for some reason.
    • Despite not being in any imminent danger, Vision still dies by having the Mind Stone ripped out of his forehead (albeit in the form of a Heroic Suicide), and Wanda goes on a grief-fueled rampage upon discovering him.
  • Irony: A twofer with Vision. Firstly, he creates a bubble in New Jersey to keep the zombified Wanda alive, as he can't bring himself to let her go. This contrasts with the Sacred Timeline in which Wanda creates a bubble in New Jersey to keep her recreated Vision alive, as she can't bring herself to let him go. The irony is especially prominent when you remember Westview Vision criticizing Wanda for doing such a thing. Secondly, Vision kills himself by extracting the Mind Stone from his head in the exact same manner as Thanos did to his Sacred Timeline counterpart.
  • It Can Think: The zombies still remember how to use their powers and technology, and are even capable of working together against their prey. A zombified Wanda seems to briefly mourn Vision after his death, suggesting something of their personality remains even if the virus is dominant. Played for laughs with zombified Happy, who continues to shout "Blam!" when attempting to use the repulsor.
  • It's All My Fault: Hope blames herself for the Zombie Apocalypse, because it was her and her father's attempt to rescue Janet that allowed the virus to escape.
  • It Has Been an Honor: Okoye's last words to T'Challa are "My king, Wakanda Forever."
  • Jump Scare:
    • A zombie pulls one on the miniaturized survivors just as they reach Grand Central Station.
    • Peter pulls one on Bruce and Kurt, just as he comes up with his plan to "slingshot" the train with his webs.
    • Peter again jump-scares Kurt and immediately hangs a lampshade on it. Vision is introduced via jump-scare in the exact same way.
  • Killed Offscreen: Happy, Kurt, and Okoye all get dragged out of shot, while the camera cuts away from Sharon before Zombie Cap attacks her and only cuts back after she's already been killed.
  • Let's Split Up, Gang!: At Grand Central Station, Okoye tells the party to split up and secure the building. Peter immediately points out what a terrible idea that is, but is overruled. After losing Happy and narrowly escaping on the train, Okoye is forced to admit that splitting up was a bad idea.
  • Lighter and Softer: Than the Marvel Zombies comic on which it is based. Most of the deaths either happen off-screen or are hidden, such as Ebony Maw and Cull Obsidian's deaths. And when the zombies are killed, they don't have red blood at all. Granted, if they did, then the episode would not get a TV-14 rating. Considering the previous episode's themes, this one also would serve as a good pick-me-up due to its dark humor.
  • Like Brother and Sister: Hope and Peter seem to have this type of relationship, judging from how close they are with each other, with him likely viewing her as another role model after losing Tony. She affectionately calls him "kid", suggests that he'll grow into the Cloak of Levitation when he puts it on, and her last words before being overcome by the zombie horde are directed at him.
  • Losing Your Head: Vision managed to save Scott, but only his head, which is now kept covered by a bell jar.
  • Love Makes You Evil: Vision captures and feeds survivors to Wanda to keep her alive until he can figure out how to cure her. To his credit, he's not oblivious to how terrible this is, and does try to make amends when everything goes pear-shaped.
  • Major Injury Underreaction: After Happy is harpooned through the shoulder by a zombified Hawkeye, he just says "ow" in an annoyed tone before being dragged off into the darkness.
  • Meaningful Name: As in Episode 3, the name "Hope" is doing double duty. Uatu states that this catastrophe "sprang from a place of love ... and hope," and then goes to Hank and Hope's attempt to save Janet. Peter lampshades this after Hope tells the Avengers to kill her before she becomes a zombie and puts them all at risk.
    Peter: It's not risk. It's hope. And anyone who's seen a zombie movie knows that that’s the key to survival. Plus, it's also your name, and that's gotta mean something.
  • Mentor Occupational Hazard: While not officially Peter's mentor, Hope's death still has similarities to this trope, and she has a close bond with Peter. Given that Tony Stark would have been killed two weeks prior to the episode, and how Peter acted with Quentin Beck in Spider-Man: Far From Home, it's likely she filled the void as his role model and mentor.
  • Mood Whiplash: Again, quite a lot of it, since this is still the MCU.
    • Right after the very grim first minutes of Bruce's arrival, we're treated to one of Peter's homemade videos, now featuring a half-naked Bucky and an unamused Sharon.
  • Musical Nod:
    • The Avengers theme plays when Zombie Stark, Strange, and Wong show up at the beginning of the episode, as well as when the Avengers show up to attempt to stop the initial wave of the outbreak.
    • The string ostinato from Civil War reappears when a zombified Falcon shows up, and plays throughout the rest of the fight with the zombies in Grand Central.
    • Some of the Ant-Man theme plays as Hope fights off a group of zombies in Grand Central Station.
    • After Bucky bisects Zombie Captain America, a bit of Steve's theme from The First Avenger plays.
    • A variation of "One Shot" from Endgame starts up when the survivors discuss their plans to broadcast the cure from Wakanda.
    • When Okoye and T'Challa reunite, a bit of the Royalty Theme from Black Panther plays.
  • My Friends... and Zoidberg: Kurt seems to fill this role in the group, as Peter appears to be the only one who likes him, based on how he has few friendly interactions with the other characters, and in comparison to someone like Happy he has even less of a connection to the Avengers (Happy was friends with one of the founders, while Scott was at least unofficially an Avenger seeing as he joined Cap's side in Civil War).
  • Mythology Gag: The entire episode as a whole is one to Marvel Zombies.
    • Just like in the comic book, a hero is reduced to a head and "cured" from their zombie affliction. In the comics it was Janet Van Dyne/The Wasp, here it is Scott Lang.
    • Black Panther is captured by a former ally and his limbs are used to feed a zombie infectee. In the comics, it was Hank Pym who captured and ate his body parts, here it's Vision to feed a zombified Wanda.
    • Wanda and Vision appeared together in Marvel Zombies 3, which showed Wanda keeping Vision's mangled but still-conscious head and torso locked underneath the Kingpin's stronghold. Here, their relationship is reversed, with an intact Vision keeping a zombified Wanda locked in a room at Camp Lehigh.
    • Furthermore, Vision's role as a Fallen Hero driven so mad with grief after losing a loved one to the outbreak that he deliberately supports the zombies' side is similar to Reed Richards in the comic, who quickly went over the deep end after his children were completely devoured and intentionally infected others with the virus before he was even turned.
    • At the beginning, Spider-Man carries off Bruce Banner from danger the exact same way he carried off Ash Williams in Marvel Zombies vs. Army of Darkness.
  • My God, What Have I Done?:
    • Peter warns against Okoye's plan to split up at Grand Central Station, but she ignores his warning. After this results in Happy's death and everyone else barely escaping, Okoye admits to Peter with clear regret that he was right, they shouldn't have split up.
    • Hope blames herself for the state of the world, since she was so desperate to get her mom back that she never stopped to consider what she might have brought back with her, and this resulted in a Zombie Apocalypse.
  • Never Trust a Trailer: Advertisements for What If...? (2021) showed Spider-Man in Dr. Strange’s cape, suggesting he would become a sorcerer. Instead, he only wears it very briefly when Cape joins the Avenger survivors. By the end of the episode, it's actually Scott who ends up benefiting from the cape's use, and even then it's only to help him move around.
  • Nice Job Breaking It, Hero:
    • The Avengers naturally rose to meet the zombie threat. Unfortunately, Hank ambushed them using the Ant-Man suit, quickly turning the Avengers and dooming the planet.
      Uatu: Within 24 hours, the entire Pacific Northwest was infected. Ironically, it was the Avengers' heroism that sealed humanity's fate. Because once Earth's Mightiest Heroes joined the infected, no one else stood a chance. Unless, of course, they knew the rules.
    • After Sharon becomes a zombie and she approaches Bucky, he simply shoves her out of the way instead of finishing her off immediately. Because of this, Hope ends up getting scratched by Sharon and becomes infected.
    • Vision, instead of helping the survivors reach Wakanda, rips out his Mind Stone in a case of Death Equals Redemption. This, however, allows the base to be overrun with zombies because the signal from the Mind Stone is no longer active. The Hulk and Bucky Barnes both perform heroic sacrifices to help the remaining heroes, both their fates left unclear.
    • Hope grows giant to help the other heroes get past a group of zombies. However, this means that once she herself is zombified, the heroes now have to face a giant zombie.
    • Okoye's belief that Wakanda is invincible and could never possibly fall like the rest of the world, causes humanity's last hope to be flying into a trap. Not only has Wakanda fallen, but a zombified Thanos is there with an Infinity Gauntlet only missing the Mind Stone... which the heroes are bringing right to him.
  • No Good Deed Goes Unpunished:
    • Hank goes into the Quantum Realm to save Janet, who then infects him with the zombie virus. Hope then pulls him back out, triggering the Zombie Apocalypse.
    • The apocalypse gets further unchecked when the Avengers try to stop it and get infected themselves.
  • Offhand Backhand: As Bucky is busy fighting Zombie Cap, a newly zombified Sharon Carter rises up to try to eat him as well...only to be thrown to the side by Bucky, despite his attention sole focus being on Steve.
  • Off with His Head!: Within minutes of each other, Zombie Wong loses his head when the Cloak of Levitation causes Zombie Doctor Strange to prematurely close a portal, and Zombie Iron Man gets his head shot off by Hope, since his armor protects him from the ant swarm. Iron Man's severed head then gets eaten by one of Hope's giant ants.
  • Oh, Crap!: Bruce has this reaction when he realizes that Iron Man, Dr. Strange, and Wong are doing a bit more than simply defeating Ebony Maw and Cull Obsidian...
  • Our Zombies Are Different: The infection originally came from the Quantum Realm, Janet Van Dyne having contracted it at some point and sending it to Earth-proper when she infected Hank with it. They are able to use weapons, superpowers, and strategic moves (like ambushes) when hunting the uninfected, making them a tier smarter and thus far more dangerous than your usual mindless hordes.
  • Outside-Context Problem: The Zombie Infection happens shortly before Thanos starts his hunt for the stones in earnest, and all parties involved in the conflict are completely blindsided by the nature of this threat. Best shown when Cull Obsidian and Ebony Maw arrive on Earth and the latter starts his hammy speech… but rather than putting the Avengers on high alert, they become the latest meal for a group of zombies.
  • Patient Zero: Janet Van Dyne was this for the zombie virus, which she picked up in the Quantum Realm and passed on to Hank Pym.
  • Place Worse Than Death: Happy snarks that not only are they in the middle of a Zombie Apocalypse, they now have to go to Jersey to find a cure.
  • The Pollyanna:
    • Peter remains positive and upbeat despite all the losses that he and others have suffered. Losing Happy and Banner does a bit of a number on him, and in the end he does admit to T'Challa that he doesn't know why he's still alive instead of any other Avenger, but the losses don't affect him for long. It's likely that after two weeks of seeing everything he knew get destroyed by the outbreak, this is his way of coping.
    • Similarly, Scott Lang is just as cheerful and goofy as he is in the Sacred Timeline, in spite of being a Brain in a Jar that isn't even able to move until he gets assistance from the Cloak of Levitation. He constantly makes dad jokes at the most unfitting of times, and doesn't seem all that upset that his family could be dead at the moment. He does briefly break down upon seeing a giant zombified Hope, however.
  • "Pop!" Goes the Human: Hope kills zombie Sharon by flying inside her and returning to full size, reducing Sharon to zombie gunk.
  • Portal Cut: Zombie Wong gets decapitated this way early in the episode.
  • Quantum Mechanics Can Do Anything: The zombie plague originated from the Quantum Realm, with Janet being Patient Zero after contracting a "quantum virus" that turned her into a conduit for the living dead.
  • Questioning Title?: Even the title is surprised by this episode's turn of events.
  • Rag Tag Bunch Of Misfits: The survivors at the start of the episode are: Tony Stark's personal chauffeur, a magic cape, a teenage superhero with spider powers, a superheroine who can change size and control ants, the general of a group of bodyguards, a formerly brainwashed super assassin, a former hacker, and an ex-S.H.I.E.L.D agent with the group being joined by an Avenger who can't use his powers. By the end of the episode all that is left of the original group is the Cloak and Peter, who are joined by a king missing a leg and a head in a jar.
  • "Ray of Hope" Ending: The surviving Avengers, Peter Parker and T'Challa (and Scott Lang's disembodied head) are on their way to the last refuge of humanity with the power source for the zombie cure, believing Wakandan technology will be able to fix everything. And despite the reveal of Wakanda under siege with all of Thanos' forces zombified (including Thanos himself, armed with 5 of the 6 Infinity Stones), there is some hope in the fact that the cosmic heroes are still on their way, such as Thor, Captain Marvel, and the Guardians plus they have the Mind Stone to possibly deflect the zombies. Additionally, given that the Hulk is seemingly immune to the zombie virus, there is the possibility that a vaccine could be created.
  • The Remnant: With most of the world having succumbed to the Quantum Virus, the above mentioned Rag Tag Bunch Of Misfits are the only active heroes who are capable of fighting the zombies. In particular, Bruce Banner is the only one of the original six Avengers who is able to assist the heroes since Thor is still being stuck in space, and the rest of the Avengers are mindless fleshcrawlers.
  • Removing the Head or Destroying the Brain: Peter naturally recommends this in his video, and Hope does it to Zombie Iron Man when saving Bruce and Zombie Wong dies this way as well via Portal Cut.
  • Saying Sound Effects Out Loud: Happy says "Blam!" when he shoots his repulsor. Humorously, he still does this when zombified.
  • Series Continuity Error:
    • The beginning of Peter's homemade movie shows a shot of the skyline of New York City with the MetLife Building shown in place of the Avengers Tower.
    • Also, the S.H.I.E.L.D bunker at Camp Lehigh, and all its subterranean labs, got blown up by cruise missile in Captain America: The Winter Soldier, some four years before the events parallel to this episode would have happened in the Sacred Timeline.
    • The ending arguably includes this as well as Zombie Thanos being in Wakanda doesn't really make sense given the Mind Stone isn't there.
  • Shout-Out:
    • There are a number of parallels to other famous zombie franchises:
      • The Face-Revealing Turn of zombified Tony Stark is reminiscent of the iconic scene of the reveal of the first zombie from the original Resident Evil game.
      • Spider-Man's set of "rules" for surviving seem like a clear reference to Zombieland.
      • The fact that the protagonists encounter zombies inside and around a train is similar to Train to Busan.
      • Vision and Scott are found surviving in an underground military base with a zombie held captive in it, similar to the survivors in George A. Romero's Day of the Dead (1985).
      • The Cruel Twist Ending of survivors going to a place they think is safe, but turns out to have been overrun, is much like the ending to the Zack Snyder film Dawn of the Dead (2004).
    • The way in which Peter edits the subtitles for his fellow survivors in his survival tutorial is very reminiscent of Suicide Squad (2016)'s title cards.
    • Peter's video opening title includes a little paper zombie that's kind of like the "Grr, Arrgh," creature from the Mutant Enemy logo.
    • Sharon is referred as "The Blond Bond" in her title card.
    • As the team is escaping the bunker at Camp Lehigh through a hole in the roof, Scott Lang's severed head shouts out "Wingardium Leviosa!" as the Cloak of Levitation carries him out.
    • One of the zombies attacking Hope looks a lot like director Kevin Smith.
    • The Quinjet's engines not quite starting makes the same sound effect as the Millennium Falcon's hyperdrive crapping out in The Empire Strikes Back.
    • Scott's glass tube heavily resembles the celebrity head jars from Futurama. In fact, him using the Cloak of Levitation to move around seems to nod to how Al Gore's head also had a fancy cape on that show as "Emperor of the Moon".
    • Vision feeding innocent people to a zombified loved one is something that Captain Boomerang II did during Blackest Night.
  • Sole Survivor: Peter is the last surviving member of the original group before Scott and T'Challa join him.
  • Spared by the Adaptation:
    • Spider-Man and Hulk manage to stay un-zombified, unlike their comic counterparts in the Marvel Zombies storyline. Hulk in particular is shown to be immune to zombie bites, something that definitely wasn't the case in the original comic.
    • In a larger sense, in the original Marvel Zombies story, the infected heroes managed to devour all life in the universe besides a small number of human survivors. Here the zombies never make it off Earth, which means that cosmic-level heroes and various alien planets avoid the infection or getting devoured, though Zombie Thanos and his Infinity Gauntlet could easily change that.
    • If you count being undead as "spared", then normal humans also apply. In the comic, the zombified heroes and villains completely devour all the ordinary people, leaving nothing left to come back as zombies.note  Here, the normal zombified people make up most of the undead population, with the heroes serving as Elite Zombies.
  • Silence Is Golden: Hope's transformation into Giant Woman and escort of the survivors is delivered in complete silence, with only the string and piano-led score as noise.
  • Stepford Snarker: Despite only being a living severed head in the midst of a Zombie Apocalypse, Scott keeps firing off the wisecracks, though he briefly stops after seeing Hope as a zombie.
    Scott: Sorry. I tend to process traumatic events with dad jokes.
  • Stripped to the Bone: Hope uses a swarm of ants to do this to the zombies attacking Bruce.
  • Superhero Horror: The episode follows many of the conventions of a typical zombie movie, with Marvel-specific elements like Spider-Man keeping a survivor's refuge suspended with webbing so the zombies can't get to it and Zombified Wong trying to use magic to get to Bruce.
  • Supernatural Repellent: It's revealed that the Mind Stone acts as a natural repellent against the zombie horde because it emits a frequency that messes with infected brains. Merely by having The Vision housed at Camp Lehigh, none of the zombie hordes even try to storm the fence. Constant, close-range exposure to these waves can even reverse the infection, purging Scott Lang's head of the virus completely.
  • Supporting the Monster Loved One: Vision keeps zombie Wanda locked up, feeding her to keep her docile because her powers allow her to resist his cure. When she breaks loose, he atones by ripping the Mind Stone from his head so the others can use it to make a cure.
  • Take That!: Okoye states that Wakanda does not have horror movies because they had American reality shows.
  • Uncertain Doom:
    • Black Widow is seen being overwhelmed by the horde, but whether she managed to escape somehow or was infected just the same is never shown.
    • For that matter, the fate of most other named characters in the MCU outside of the shown survivors is up in the air.
    • The last we see of Bucky, he has been telekinetically tossed far into the distance by the zombified Wanda, still wielding Captain America's vibranium shield. Between that and his own super-soldier enhancements, he could well have survived the landing and escaped.
    • Similarly, Bruce Banner as the Hulk is last seen fighting Zombie-Wanda, and the result is not shown. Given that the Hulk's emergence was able to avert zombie bites with ease, if he defeated Wanda off-screen, he could quite possibly have survived to escape as well.
    • Peter, T'Challa, and Scott end on a Bolivian Army Ending note, with the last scene being their arrival to a Wakanda that has already been overrun by a zombiefied Thanos and his army. Come the time of the final episode which brings together the heroes of the various What If universes, Peter was mysteriously absent. In fact, the only reference to this episode is Strange summoning a zombie horde to act as a distraction, so it doesn't paint the best picture of whether Peter and the others actually survived or not.
  • Unwitting Instigator of Doom:
    • The Pyms cause the Zombie Apocalypse by finding an infected Janet in the Quantum Realm. Janet infects Hank and he flees, turning into a zombie himself on the way back.
    • The Avengers become this the moment they arrive to fight the Zombies. Following zombie Hank's ambush, they become zombies themselves, still weilding their skills or powers, making the growing zombie horde that more dangerous.
  • Waxing Lyrical: Scott tells everyone to watch out for the zombified Wanda because she's a man eater, then immediately lampshades it.
  • Wham Shot: Just as the episode's about to end on a hopeful note, we get one final shot of a zombified Thanos, who awaits our heroes in (the already-infected) Wakanda with five of the Infinity Stones in his possession.
  • What Happened to the Mouse?:
    • In the Watcher's overview of how the crisis began, we see Black Widow among the team of Avengers with Captain America, Iron Man, Hawkeye, and Black Panther. While she's seen being dragged down by the horde, Natasha isn't seen again in the episode (alive or otherwise), despite the rest of the team being seen again, and on the other side of the U.S. to boot.
    • It is never shown what became of Thor in this timeline after the attack on the Asgardians' ship by Thanos. Was he still picked up by the Guardians of the Galaxy and then went to Nidavellir to get Stormbreaker? Does that mean he is still out there somewhere, ready to join the surviving heroes? Or did he already come to Wakanda and got zombified? And what did the Guardians do now that they never met the Avengers during the fight on Titan?
    • While all the other active Earth-based superheroes make an appearance, War Machine's fate is never stated.
    • Despite the fact that they were present when Janet was rescued in the main timeline, we are not shown what happens to Ghost and Bill Foster. In addition, while Kurt, who was nearby at the time, managed to survive, the fates of Luis and Dave are unknown.
  • What the Hell, Hero?: In order to feed Zombie Wanda, Vision lures uninfected humans to Camp Lehigh. When the Avengers discover this, they have this reaction, but Vision is already racked with guilt over it, motivating his Heroic Sacrifice.
  • Why Isn't It Attacking?: After reaching the S.H.I.E.L.D. base, the group wonders why the zombies aren't attacking when they could easily scale the fence or just pass through the holes in it. It turns out that the Mind Stone in Vision's head repels them.
  • The Worf Effect: Just how deadly is this zombie disease? The zombified Iron Man, Strange, and Wong are able to take down Cull Obsidian and Ebony Maw with ease, even though the same fight in the Sacred Timeline was significantly more challenging. It helps that the zombies display better teamwork than the trio did when alive. And if that's not enough, the ending reveals that Thanos, the impenetrable Mad Titan himself, has succumbed to the plague.
  • Writing Around Trademarks: Due to the terms of the licensing agreement between Marvel and Sony, Spider-Man’s costume is slightly different from the one that he wears in the Sacred Timeline. This is also why he's voiced by Hudson Thames instead of Tom Holland.
  • Zombie Apocalypse: Hank's attempt to rescue Janet instead released a zombie virus on the world.
  • Zombie Infectee: Hope is scratched by Sharon while exploding her from the inside. The others refuse to kill her immediately because there remains hope for a cure. She decides to go out on her own terms when the train runs out of fuel in the middle of a zombie horde, enlarging to carry the others across as the zombies swarm her.
  • Zombie Gait: Played straight with the regular human zombies. Downplayed with the superhero zombies, who are still capable of the feats of strength and speed they were in life, though they do shuffle occasionally and clearly aren't as coordinated in their decayed state.

"Even in the darkest of times, humans will give all to save their planet. Even if it might bring an end to the universe..."
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