Marvel Studios / The Walt Disney Company
Featuring the Voices of MCU veterans Hayley Atwell (Peggy Carter / Captain Carter), Karen Gillan (Nebula), Jude Law (Yonn-Rog), Michael Rooker (Yondu), Seth Green (Howard the Duck), Taika Waititi (Korg), Michael Douglas (Hank Pym), John Slattery (Howard Stark), Kurt Russell (Ego), Chris Hemsworth (Thor / King Thor), Laurence Fishburne (Bill Foster), Jon Favreau (Happy Hogan / The Freak / Sir Harold Hogan), Kat Dennings (Darcy Lewis), Cobie Smulders (Maria Hill), Sam Rockwell (Justin Hammer), Mark Ruffalo (Bruce Banner / The Hulk), Jeremy Renner (Clint Barton / Hawkeye), Jeff Goldblum (Grandmaster), Tessa Thompson (Valkyrie), Josh Brolin (Thanos), Samuel L. Jackson (Nick Fury), Frank Grillo (Brock Rumlow), Rachel Weisz (Melina Vostakoff), Sebastian Stan (Secretary Bucky Barnes / The Winter Soldier), Elizabeth Olsen (The Scarlet Witch), Cate Blanchett (Queen Hela), Idris Elba (Heimdall), Tom Hiddleston (Prince Loki), Paul Rudd (Scott Lang / Ant-Man), Clancy Brown (Surtur), and Benedict Cumberbatch (Strange Supreme), with Jeffrey Wright as the Voice of The Watcher and additional voices provided by Julianne Grossman (Nova Prime), Fred Tatasciore (Groot), Atandwa Kani (King T’Chaha / The Black Panther), Keri Tombazian (Wendy Lawson), Mace Montgomery (Peter Quill), Madeleine McGraw (Hope Van Dyne), Mick Wingert (Tony Stark / Iron Man), Cynthia McWilliams (Gamora), Lake Bell (Natasha Romanoff / Black Widow), Josh Keaton (Steve Rogers / The Hydra Stomper / Rogers Hood), Josh Bergman (Odin), Feodor Chen (Xu Wenwu), and introducing Devery Jacobs as Kahhori
WHAT IF …? SEASON TWO
Directed by Bryan Andrews with Matthew Chauncey
Produced by Kevin Feige with Brad Winderbaum
Head Writer: AC Bradley
Head of Animation: Scott Wright with Stephan Franck
Music by Laura Karpman with Nora Kroll-Rosenbaum
Distributed by Disney Platform Distribution
Number of Episodes: 9
Initial Streaming: December 22, 2023 – December 30, 2023
Marvel Studios / The Walt Disney Company
Fun What If …? Season Two Facts
Both Seasons of What If …? have fueled Marvel Studios’ ongoing Multiverse Saga. The Multiverse was first teased in 2019’s Avengers: Endgame, and the inaugural Season of Marvel Studios’ Disney+ series Loki revolved around the Multiverse itself. Season One of that series ended with Loki Variant L1130 (who was created when he defied the predetermined Flow of Time which was overseen by the enigmatic entity known as He Who Remains and his Time Variance Authority by escaping with the Tesseract during The Avengers’ Time Heist, spawning another Branched Timeline from off the Branched Timeline that The Avengers had already created when they emerged from the Quantum Realm in the year 2012) aligning with a female Loki Variant known as Sylvie and killing He Who Remains, exposing the Sacred Timeline to the threat of Multiversal War. Chronologically, What If … ? Season One occurs immediately after Loki: Season One, showing various New Realities that have begun to Branch off from the Base Timeline that is the MCU 616-Universe that are no longer constrained by the predetermined Flow of Time that He Who Remains had established and enforced. These Branches emanate from various points in time throughout MCU History. After this process was initiated, the Time Variance Authority remained active, but were greatly divided. Some within the TVA sought to continue the methods of pruning Branched Timelines as He Who Remains had ordered, while others had grown to see this act as abominable. However, as seen in Loki: Season Two, after Loki Variant L1130 begins experiencing Time-Slipping, he and his friends not only discover that though the TVA exists outside the confines of time, it still has a past, present, and future that can be navigated, but also that He Who Remains had installed a failsafe within the Temporal Loom (the device through which the Sacred Timeline was made possible) that would cause it to overload and ultimately revert to an origin point due to the sacred Loom being unable to handle an infinite number of Branching Timelines. In a sacrificial effort to save his friends and ensure that everyone in every Reality within the 616-Multiverse is able to live their lives with unabashed free will, Loki purposefully destroys the Temporal Loom, becoming the God of the 616-Multiverse, restoring dying Timelines and ending the cycle of death and rebirth established by He Who Remains while fully exposing the 616-Multiverse to the threat of Multiversal War. Again, chronologically speaking, Loki: Season Two picks up right where Loki: Season One left off, but the end of the series, which sees Loki become the God of Stories, ends sometime during What If …? Season Two, as evident by the familiar visual of the now former Sacred Timeline being replaced with the visual of Loki’s Yggdrasill-inspired Multiversal Tree, comprised of countless New Realities safely extending from off the Base 616-Timeline. It is these Realities that are primarily explored during What If …? Season Two, as the TVA – under Loki’s rule – have altogether ceased the pruning of Timelines and instead focus their efforts now on finding – and eliminating – Variants of He Who Remains so that the constraints that once limited the growth of the 616-Universe and the free will of its inhabitants are never restored amidst hopes of that Multiversal War can be avoided.
Though What If …? Season Two ends after Loki: Season Two, some of the Timelines that were established in Season One are revisited, unscathed, despite the renewed pruning of Realities by the TVA. These include the emergence of Captain Carter (as seen in What If … Captain Carter Were the First Avenger?), Strange Supreme (as seen in What If … Doctor Strange Lost His Heart Instead of His Hands?), and of course, The Watcher, introduced in Season One as not so much of a Guardian of the overall 616-Multverse (though he did assemble the Guardians of the Multiverse in that Season), but rather an all-seeing witness of it.
The third episode of What If …? Season Two (titled What If … Happy Hogan saved Christmas?) sees Happy Hogan transform into a Hulk. This is actually true to the Marvel comics, as Happy first became “The Freak” in Tales of Suspense #74, authored by Stan Lee with Gene Colan.
The fourth episode of What If …? Season Two (titled What If … Iron Man Crashed into The Grandmaster?) was intended for What If …? Season One, but industry-wide delays brought on by the COVID-19 pandemic caused the episode to be pushed back and saved for a Second Season.
The sixth episode of What If …? Season Two (titled What If … Kahhori Reshaped the World?) introduces the Native American (Mohawk) hero Kahhori into the MCU. She is a character that was created for What If …?, having never appeared previously in the Marvel comics.
The eighth episode of What If …? Season Two introduces the concept of Merged Timelines into the Marvel Cinematic Universe. During the Battle of Wakanda, this episode sees Steve Rogers inadvertently strike the Time Stone with his shield while he is fighting Thanos, and that causes Rogers’ 21st Century Timeline to compress together with a 17th Century Timeline that results in people and things from Rogers’ Reality respawning in the year 1602 with no memories of the world from whence they came. Rogers is later revealed to be a “Forerunner” (the first person that was transported from 2018 to 1602 and the only person with some memory of the time before) and his mere presence in the 1602 Reality is causing the Reality to destabilize, with various people being sucked through random Multiversal Rifts that reflect the Reality’s attempts to correct itself. Captain Carter is brought from her neighboring Universe into the 1602 Reality by The Scarlet Witch through her magics and Carter is ultimately able to send Rogers back to his own time, restoring the Reality and preventing its destruction. As The Multiverse Saga moves forward, it will be interesting to see if the concept of Merged Timelines is revisited. I think there is a good chance that it will be.
Marvel Studios / The Walt Disney Company
My What If …? Review
What If … Nebula Joined the Nova Corps
In this New Reality, the rebellion of Ronan the Accuser against Thanos leads to Nebula being recruited by Xandar’s Nova Corps. Five years later, Nebula discovers the body of Yondu and is tasked by Nova Prime to investigate. Nebula soon discovers that Yondu had been murdered as part of a conspiracy that goes all the way up to Nova Prime herself. After a failed alliance with Yonn-Rogg, Nebula learns that Nova Prime plans to surrender Xandar to Ronan and with the help of Groot, Korg & Miek, and Howard the Duck, Nebula kills Ronan and Nova Prime both and becomes the defender of Xandar.
This episode had a real detective sort of feel and was just okay for me.
RECOMMENDED MCU VIEWING: GUARDIANS OF THE GALAXY
Marvel Studios / The Walt Disney Company
What If … Peter Quill Attacked Earth’s Mightiest Heroes
Flashback to 1988 and the familiar abduction of young Peter Quill by Yondu’s Ravager faction, only this time, Yondu gives Peter to his biological father Ego as he’d been paid to do. Ego explains his hopes for his Expansion to a much younger Quill, who delights in his shared powers. Soon, Peter returns to Earth in what amounts to an extraterrestrial invasion according to S.H.I.E.L.D., prompting Director Peggy Carter and her closest confidant Howard Stark to assemble a team of Earth’s Mightiest Heroes nearly 25-years before they are supposed to. The team is comprised of Ant-Man (Hank Pym), The Black Panther (King T’Chaka), Giant Man (Bill Foster), Wendy Lawson, The Winter Soldier (Bucky Barnes, Hydra assassin), and the God of Thunder: Thor.
Ego soon invades Earth, and the Celestial takes the fight to Earth’s heroes, but he is ultimately doomed after Hank’s daughter Hope Van Dyne bonds with Quill and the young Star-Lord makes a stand against his father and the (not) Avengers prevail, complete with a rebellion by Bucky against his handlers.
This was a fun episode.
RECOMMENDED MCU VIEWING: THOR, CAPTAIN AMERICA: THE WINTER SOLDIER, GUARDIANS OF THE GALAXY, ANT-MAN, GUARDIANS OF THE GALAXY VOLUME TWO, ANT-MAN AND THE WASP, and CAPTAIN MARVEL
Marvel Studios / The Walt Disney Company
What If … Happy Hogan Saved Christmas?
I watched this episode with my son and daughter on Christmas Eve and it was … well, it was okay. The premise sees Happy Hogan get assigned to oversee security at Avengers Tower for an annual Holiday party and things take a turn or the negative when Justin Hammer crashes said party. Hammer is out for Tony Stark’s technology as well as Bruce Banner’s blood, and when Happy tries to save the sample of Banner’s blood, he gets injected and … turns into a Hulk.
The episode grows to include Darcy Lewis as Happy continues to transform and is forced to face the Iron Legion and a Hulk-Buster due to Hammer’s meddling. The purple hulked-out Happy ultimately prevails and Christmas is saved!
RECOMMENDED MCU VIEWING: THE INCREDIBLE HULK AND IRON MAN 2
Marvel Studios / The Walt Disney Company
What If … Iron Man Crashed into The Grandmaster?
As the title suggests, this episode sees Tony Stark take the nuclear missile fired at New York into the wormhole to conclude the Battle of New York, but instead of returning to mingle with The Avengers, the wormhole closes with Stark stranded in Space. Tony crash-lands upon Sakaar where he encounters the likes of Korg, Grandmaster, Gamora, and Valkyrie. It’s pretty much Thor: Ragnaork with Iron Man racing Grandmaster. Stark prevails and Grandmaster is melted, after which Tony and Gamora confront and kill Gamora’s adopted father Thanos!
Decent episode with a fun narrative but it would have been so much better with the voices of Robert Downey Jr and Zoe Saldana.
RECOMMENDED MCU VIEWING: IRON MAN, THE AVENGERS, GUARDIANS OF THE GALAXY and THOR: RAGNAROK
Marvel Studios / The Walt Disney Company
What If … Captain Carter Fought the Hydra Stomper?
We catch up with versions of Captain Carter and Black Widow from Season One with Peggy and Natasha discovering the Hydra Stomper aboard the Lemurian Star and finding Steve Rogers within it. Steve is sort of like The Winter soldier here with Captain Carter playing the proverbial part of Captain America. For those keeping score, Bucky Barnes is the elderly Secretary of State to the World Security Council. Lots of callbacks to both The Avengers and especially Captain America: The Winter Soldier here, but I wasn’t a fan of watching Peggy Carter fight Steve or of how Natasha’s would-be mother Melina (loyal to the Red Room) was presented here.
The ending was pretty cool and intriguing, with a tear in Reality transpiring and Peggy being transported to the distant past and a Reality in which she is confronted by Variants of Nick Fury and The Scarlet Witch, as it was Wanda who caused Captain Carter to tumble through time! Taken aback, Peggy calls out to the all-seeing Watcher, but he does not respond.
RECOMMENDED MCU VIEWING: THE AVENGERS, CAPTAIN AMERICA: THE WINTER SOLDIER, BLACK WIDOW, and WHAT IF …? SEASON ONE,
Marvel Studios / The Walt Disney Company
What If … Kahorri Reshaped the World?
The Prophecy of Ragnarok is fulfilled in the pre-Colonial era and after Surtur destroys Asgard, the Tesseract tumbles through the Nine Realms and lands in North America in what becomes known to the natives as the Forbidden Lake. A young native woman named Kahhori is shot by Spanish Conquistadors and falls into the Forbidden Lake and is transported to an Alternate Dimension where she is nursed back to health. The conquistadors ultimately venture into the lake, believing it to be the mythical Fountain of Youth and they wage war against Kahhori and the “Sky World.” Having obtained powers after being exposed to the Cosmic energy of the Tesseract, Kahhori defends Sky World and returns home where she forces Queen Isabella to make peace before being confronted by Strange Supreme from Season One.
The animation throughout this episode was splendid!
RECOMMENDED MCU VIEWING: THOR: RAGNAROK
Marvel Studios / The Walt Disney Company
What If … Hela Found the Ten Rings?
It baffles me that Cate Blanchett came back to voice Hela here for Marvel Studios and hearing that voice throughout this episode really made this feel like Hela! There are a lot of callbacks to Thor here. We see Odin cast Hela out of Asgard along with her crown (headpiece), enchanting it so that it can only be moved by someone who boasts true mercy in their heart. Rendered mortal, Hela crashes upon Midgard in Medieval China where she encounters Xu Wenwu, the wielder of the powerful Ten Rings. Wenwu is enamored with Hela and attempts to recruit her into his army as well as steal her heart, but she is too thirsty for power and after a failed attempt to steal the Ten Rings from Wenwu, she flees. From there, she is guided by a Hundun to Ta Lo where she is welcomed by the leader of the Realm: Jiayi and trained in the ways of Ta Lo.
Hela undergoers a combination of physical and spiritual training, learning to balance herself and embrace true free will.
Odin soon comes to Midgard to find Hela and gets into a war with Wenwu. Hela then arrives back from Ta Lo to stand alongside Wenwu against her father and exhibit the one thing that had always eluded her: mercy. This enables her to wear her crown once more and she bests the Asgardian All-Father, who proudly concedes the Asgardian Throne to her, having seen her growth from the bloodthirsty Goddess of Death into the Queen that Asgard needs.
Queen Hela unites the armies of Asgard and the Ten Rings, defending the Nine Realms and beyond … even against Thanos before he can ever adopt Gamora.
I have never been thrilled with Hela being killed-off in Thor: Ragnarok, for she is such a fun character, and seeing her story here with Cate Blanchett reprising her role was wonderful and made for my favorite episode of this Season at the time, but it would be eclipsed by the following episode.
RECOMMENDED MCU VIEWING: THOR, THOR: RAGNAROK, and SHANG-CHI AND THE LEGEND OF THE TEN RINGS
Marvel Studios / The Walt Disney Company
What If … The Avengers Assembled in 1602?
I was looking forward to this episode, as I am a fan of Neil Gaiman’s Marvel 1602 comic book miniseries, but this ended up not having all that much in common at all with that series. Still, it was my favorite What If …? episode since the excellent What If …? Doctor Strange lost his Heart Instead of His Hands episode last Season. The title clearly explains the premise. A Multiversal Compression occurs, merging two Realities: one being in the year 2018 and the other being in the year 1602.
This episode follows up on this Season’s What If … Captain Carter Fought the Hydra Stomper episode, which ended with Captain Carter getting transported from her home Universe to this 1602 Timeline. We learn that The Scarlet Witch brought her here to help combat the mini Multiversal Rifts that are plaguing the Merged Timeline. We see one such Rift occur at the beginning of the episode, with Captain Carter saving Prince Loki, but failing to save Queen Hela from getting sucked out through it. This results in Thor becoming King. Thor is angry that Captain Carter failed to save Queen Hela and orders her arrest. She flees and is hunted by Happy Hogan.
It is soon determined that the Rifts in the Reality are being caused by the “Forerunner”, the cause of the Timeline compression. Peggy then aligns with Tony Stark, who helps her construct a device that she can use to identify the “Forerunner” by accessing the Time Stone contained within the Cosmic Scepter, which is in the possession of King Thor. Stark points Peggy in the direction of a band of outlaws: Steve Rogers, Bucky Barnes. and Scott Lang, who Tony believes can assist her in stealing the Scepter.
Peggy locates the group and is taken aback at the sight of Steve, as he is her. These crazy kids truly love each other in every Universe, it would seem! Peggy ultimately surrenders and is taken into custody where she discovers a masked Bruce Banner, whom she frees, unleashing The Hulk! Captain Carter and Bruce Banner rejoin Stark, Rogers, Barnes, and Lang and devise a plan to infiltrate King Thor’s court along with Sir Nicholas Fury and The Scarlet Witch.
Peggy successfully accesses the Time Stone with Stark’s device and Steve Rogers is revealed as The Forerunner! Steve explains how the Timelines merged, and Peggy bids an emotional farewell to Steve, returning him to his proper place in time, thus restoring the Realities to their original forms.
By the way, there was one single blink and you miss moment during the battle of The Scarlet Witch sheltering Loki, and oh my Odin, did I love that! I’ve been holding out hope for seeing them share the screen in live action within the MCU, but this will have to do for now. Also, Happy Hogan turning into The Freak and fighting a bearded Hulk made for a great confrontation!
The episode ends with Captain Carter encountering Strange Supreme, who needs her for a special mission that will reunite two of the Guardians of the Multiverse from Season One. Great stuff! I also need to praise the many actors who returned to reprise the voices of their MCU characters for this episode! Hayley Atwell, Samual L. Jackson, Elizabeth Olsen, Chris Hemsworth, Tom Hiddleston, Mark Ruffalo, Jon Favreau, Paul Rudd, Sebastian Stan, and Benedict Cumberbatch all put the work in here, and that made this feel all the more special! Love, love, loved this episode!
RECOMMENDED MCU VIEWING: IRON MAN, CAPTAIN AMERICA: THE FIRST AVENGER, THE AVENGERS, CAPTAIN AMERICA: CIVIL WAR, THOR: RAGNAROK, AVENGERS: INFINITY WAR, and WHAT IF …? SEASON ONE
Marvel Studios / The Walt Disney Company
What If … Strange Supreme Intervened?
Strange Supreme takes Captain Carter to what he calls his Sanctum Infinitum where she learns that he has been stowing away various villainous threats from various Timelines in what he claims is an effort to atone for his sins. Strange needs Peggy to help him capture an elusive Variant that escaped him, sheltering in a Timeline where Hydra used the Tesseract to destroy the world. Peggy readily accepts the mission, but discovers that the Variant is none other Kahhori, whom we met earlier this Season. Kahhori reveals to Peggy that Strange has actually been capturing Variants (both good and evil alike) to feed to his Forge in an effort to revive his home Timeline, which was destroyed due to his actions in last Season’s What If … Doctor Strange lost His Heart Instead of His Hands? This leads to Captain Carter and Kahhori teaming up against Strange Supreme and feeling outmatched, Peggy hurls her shield and breaks free Strange’s prisoners, leading to an instant riot pitting a slew of Variants against each other.
Peggy and Kahhori end up obtaining and wielding several powerful relics with which to combat Strange, who begins taking on various monstrous forms. These weapons include Mjolnir, the Ten Rings, Hela’s crown, each of the six Infinity Stones, and more. After Kahhori sends all of the Variants back to their proper Timelines, Peggy wields the Infinity Stones and takes Strange down with an Infinity punch, sending him crashing into the Forge, where he makes one last heroic grasp by containing his demons within him and preventing Captain Carter from dying with him.
With the situation resolved, The Watcher congratulates Peggy and takes her to the Nexus of All Realities where we he shows her a new Reality that was created upon the death of Strange Supreme – one in which Christine Palmer is alive and well and in which Stephen Strange is never born. The Watcher then offers to take Captain Carter home, but not before allowing her to view the vast Multiverse that he watches in its current state, which has taken on the guise of the World Tree Yggdrasil, protected as best it can be by its God: Loki.
While I really liked the way this Season flowed in terms of an overarching narrative that tied everything that came before together, I also felt this was a bit too much. Due to the shared nature of this Cinematic Universe, the MCU has been able to provide fans with countless incredible pure action moments and showdowns, but this finale was overstuffed and the power-up that Captain Carter underwent was sort of ridiculous. That is no fault of Hayley Atwell’s, who has been amazing throughout this animated series as Peggy’s voice, but this felt to me a lot like the power-up that Emilia Clarke’s G’iah experienced in last year’s Secret Invasion series. It was just TOO much! On the positive side, Peggy’s power-up seems to have been temporary, so perhaps she will retain her charm when we next see her again.
That being said, this was an overall enjoyable Season, and I liked the things that I liked in Season Two more than the things that I liked in Season One.
RECOMMENDED MCU VIEWING: LOKI: SEASON ONE, SPIDER-MAN: NO WAY HOME, DOCTOR STRANGE IN THE MULTIVERSE OF MADNESS, ANT-MAN AND THE WASP: QUANTUMANIA, LOKI: SEASON TWO, and ALL prior episodes of both Seasons of WHAT IF …?
Marvel Studios / The Walt Disney Company
Highlights of What If …? Season Two:
The 1602 Episode
Hayley Atwell’s What If …? Return as Captain Carter
Stellar Animation
Cate Blanchett’s MCU Return as Hela
Captain Carter vs The Hydra Stomper
Benedict Cumberbatch’s What If … Return as Strange Supreme
Peggy and Steve’s Multiversal Love Story
A Glimpse of Loki’s Multiversal Tree
Marvel Studios / The Walt Disney Company
Notable MCU Concepts and Characters Introduced:
Kahhori. Happy Hogan becomes The Freak. Various 1602 versions of MCU characters. Nova Corps Nebula. An Avengers team led by Peggy Carter and Howard Stark and comprised of Hank Pym, Bill Foster, Bucky Barnes, King T’Chaka, and Wendy Lawson. A Merciful Hela that becomes Queen of Asgard.
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