After spending two episodes in wildly alternate universes where Marvel’s important, but not quite as central, heroes like Peggy Carter and T’Challa were the leads, What If’s latest went back to basics. The third episode of the animated Disney+ series is a story about the MCU’s original team of Avengers and the superspy who first brought them together.
The exact inciting event that causes this branch of the multiverse to take shape isn’t immediately clear as “What If… The World Lost Its Mightiest Heroes?” opens on Nick Fury (Samuel L. Jackson) and Natasha Romanoff (Harley Quinn’s Lake Bell) already working together to track down the world’s most extraordinary people. This universe’s Fury and Black Widow are as cunning as their Sacred Timeline counterparts and well aware that sooner or later, Earth’s going to need the help of people with superhuman abilities to face alien threats. But as the pair begin their week of Avengers recruitment with a visit to Tony Stark (Mick Wingert), What If illustrates how no amount of plotting could ever truly prepare Fury for the chaotic whims of fate.
Most everything about the way this week’s story revisits Fury, Black Widow, and Stark’s fateful restaurant meeting plays out the exact same way it did in Iron Man 2—right up until the point where Natasha injects the multi-billionaire vigilante with lithium dioxide. Though the chemical compound was meant to slow Tony’s palladium poisoning, something about the injection here leaves him quite dead just moments afterward, and both she and Fury are at a loss about what the hell went wrong. As funny as it would be if the episode were all about a reality where Fury and Natasha simply weren’t good at the whole spy thing, What If goes the more intriguing route with a murder mystery that revisits key moments from a number of early Marvel films.
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When a mysterious storm suddenly appears above a SHIELD site where an immovable hammer of seemingly alien origin has fallen, the government agency mobilizes dozens of its top agents, including Clint Barton (Jeremy Renner), on Fury’s orders. As Thor, who doesn’t speak and isn’t named until somewhat later in the episode, tears his way through the SHIELD agents in search of his hammer, Fury directly orders them all to hold their fire and let him grab the weapon. Just as the Norse god’s about to grab Mjolnir, though, Barton lets his bowfinger slip, and the arrow he lets loose is enough to kill his fellow would-be Avenger on the spot. Barton’s mistake lands him in the brig, and even though he’s under close observation, it isn’t long before he, too, is found dead. With two Avengers candidates recently murdered by SHIELD operatives who themselves were up for consideration, Fury immediately begins to suspect that something is amiss, as he trusts that neither Widow nor Barton would sabotage the Avengers Initiative.
Because of the general time period this episode is set in, and because of What If’s real-world proximity to Black Widow, the idea that Natasha might be the culprit is an interesting one that hangs over her even as she continues to investigate the murders apart from Fury. But when she witnesses Bruce Banner’s (Mark Ruffalo) death during a shoot-out that causes him to explode, What If leaves behind the question about Natasha being innocent because she’s very much in danger herself.
Keeping with What If’s shorter format and how the events of different universes play out at different speeds, the episode further complicates its story by bringing Loki (Tom Hiddleston), Sif (Jaimie Alexander), and an entire Asgardian army to Earth. With Thor now dead, the events of the MCU’s Thor movie can’t exactly take place, and Loki’s only desire is to exact revenge for his fallen brother. Out of all of What If’s episodes so far, this feels like both the busiest and, in a way, least imaginative of the bunch because of the way that it really cycles through multiple feature films many people have seen more than enough times.
What made the season’s first two episodes stand out were their respective focuses on characters who genuinely could use more prime screen time within a franchise that’s largely revolved around the OG Avengers up until quite recently. Newer projects like Captain Marvel and Loki succeeded by leading with fresh contexts for their returning characters to exist within. This episode eventually manages to pivot in an interesting way in its third act, however as Natasha realizes what’s been going on just as she’s taken out, and an impatient Loki threatens to raze Earth in his brother’s name.
After every single one of his Avengers candidates ends up dead, all Fury has left to go on is a cryptic voicemail Natasha left him just before she was murdered, as she had just come to a huge realization for the case. At one point in the episode, as Loki’s threat weighs heavily on Fury’s mind, he considers whipping out his pager that has a direct line to Captain Marvel, establishing that even then, he still has at least one contingency plan. But the existence of those plans and failed projects like the Avengers Initiative imply the possible existence of other efforts Fury might have taken in the past to give the world a super team.
The garbled message Fury receives from Natasha turns out to be about Hope Van Dyne (aka the Wasp in the Sacred Timeline), who doesn’t appear in the episode. We come to learn she was a SHIELD agent and died in some sort of mission-related accident in the past. Once Fury puts two and two together he unexpectedly decides to partner with Loki after promising the Asgardian to deliver Thor’s killer to him. Of all the characters to pop back up in What If, Hank Pym (Michael Douglas) is a somewhat unexpected one given how little time the Ant-Man franchise has really spent interacting with the rest of the MCU. Though it’s a bit late into the episode, Hank’s appearance is a welcome one that brings the most alternate universe energy to the story, as he reveals himself to have been the assassin all along during a confrontation with Fury in a cemetery.
Equipped with a version of the Yellowjacket suit and a cache of Pym particles, Hank was able to covertly pick off the Avengers one by one out of a twisted desire to get back at SHIELD for being involved in Hope’s death. The MCU’s generally steered clear of a lot of the darkness that’s defined Hank Pym’s comic counterpart over the decades—he went from being a celebrated founding member of the Avengers to one of the most infamous people to be kicked out of the superhero organization. Hank’s grief turning him into a villain is an interesting twist of fate that makes perfect sense and might make you ask yourself why this entire episode wasn’t told from his perspective—if only to focus on something wholly new and fresh.
How Fury manages to fend Pym off when none of the Avengers were able to isn’t exactly clear. But the two trade blows in font of Hope’s grave, and the thick fog makes it increasingly difficult for Hank to see what’s happening. The more desperately he fights, the more Fury somehow teleports around the graveyard, taunting Hank to the point where his body can barely function and his mind can’t comprehend what’s happening when Fury begins to multiple. All of it, of course, is a trick of Fury’s (pulled off with Loki’s help) meant to dispatch Hank and bring him to justice.
When you see the line of caskets at SHIELD HQ towards the end of the episode, you get a sense of just how endangered the world might be with those Avengers dead, and the level of threats the planet could face—like a full-on invasion led by Loki. But the episode tries to close out on something of an optimistic note with a cameo from Captain Marvel who shows up on Earth ready to join Fury in whatever planet-guarding venture he’s working on next, but it’s still not enough to keep this episode from feeling like a misfire. What If has so much potential that each of its episodes can capitalize on, but what’s becoming clear is that just because this series has what it takes to be good, it still hasn’t quite figured out how to consistently stick a landing.
What If airs Wednesdays on Disney+.
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