An Episode by Episode Guide to What If…? Season 2
What if… your favorite Marvel characters have a different storyline in an alternate timeline? Marvel’s What If…? returns in a second season as they twist classic plotlines to change the ending entirely, with new (and returning) voice actors for iconic characters. Warning! Spoilers ahead.
All Episodes – Jeffrey Wright as The Watcher
The Watcher guides us through each encounter in the multiverse as he continues to observe from the sidelines, setting the scene for each twist.
What If…? S02E01 – What If… Nebula Joined the Nova Corps?
Karen Gillan as Nebula
Guardians of the Galaxy Vol. 3 Marvel Legends Nebula 6-Inch Action Figure
Karen Gillan returns as Nebula in the opening episode of Marvel’s What If…? season 2. However, in this universe, she is the main protagonist who saves planet Xandar. Her quick-thinking and incredible endurance allows her to survive a fall from the roof of a building after being betrayed by her own captain, Nova Prime. She shows off her cybernetic strength and cosplays Yondu’s signature look towards the end as she uses his Yaka arrows, and attaches the controller to her head to defeat the villains.
Jude Law as Yon-Rogg
To no surprise, Yon-Rogg is the villain in this episode when he betrays Nebula by stealing the data from her brain. We first see him in a prison cell, where Nebula describes arresting him for previously making his way around the Xandarian security. His ingenious mind is crucial to her mission, so much so that she breaks him out of jail, and he leads her straight to the data core. Though his freedom comes to a short end after she uncovers his plan and turns the tables on him.
Michael Rooker as Yondu Udonta
Yondu makes a brief appearance as he lies face down on the floor after being mysteriously defeated. The question is: who did it and why?
Seth Green as Howard the Duck
Due to his vast connections, Howard the Duck is sought out by Nebula for help in her mission. He is hesitant until she explains that his business would be at risk if Ronan invades the planet. So, when she later returns completely torn to pieces, he runs to her aid and provides the team with weapons to defeat Nova Prime. Together, they can stop the invasion.
Taika Waititi as Korg
Thor: Love and Thunder Korg Funko Pop! Vinyl Figure #1044
Korg is the one who reveals that the Yaka arrow contained data from the city-wide mainframe core, which included the code for the shield generator protecting the planet. “I’m more than just a pretty face, you know?” He says, and he is absolutely right! Without his help, Nebula would not have been able to find out why Yondu died protecting this arrow.
Peter Serafinowicz as Garthan Saal
Garthan Saal appears to be the captain of the Nova Corps and adheres to Nova Prime’s every command, even the one to destroy Nebula and melt her pieces. Still, he and four other soldiers were no match for her. He makes the mistake of calling her death after she falls off a building, not thinking that she would survive the fall.
Julianne Grossman as Irani Rael / Nova Prime
In this universe, Nova Prime locked down Xandar in an impenetrable shield, guarding it from Ronan. She was the one who gave Nebula a chance after Ronan defeated Thanos. However, she knew she needed a cyborg on her team and used her for her benefit from the beginning. She deceived Nebula by assigning her a mission to find out what Yondu died trying to protect but teamed up with Yon-Rogg to set her up in an attempt to eliminate her.
Fred Tatasciore as Groot
Guardians of the Galaxy Vol. 3 Marvel Legends Groot 6-Inch Action Figure
“I am Groot,” he says as he deals the dice in a casino. Even in an alternate multiverse, Groot is trustworthy and reliable. A true guardian of the galaxy, one might add. He runs to pick up Nebula off the ground when she arrives injured at the casino, helps Korg and Howard put her back together, and helps her take down the Nova Corpsmen in the search for Nova Prime.
Marvel’s What If…? opens their second season with an alternative Marvel universe in which life on the planet Xandar is at risk as they run from Ronan’s attempts to destroy it. Nebula is a member of the Nova Corps, where she swears by oath to protect the peace. As a member of the Corps, Nebula is assigned a case by Nova Prime to investigate the mystery of Yondu’s death. When she finds that it was a plot to destroy the planet, she immediately takes action and breaks Yon-Rogg out of prison to help break the code that will end life as they know it. To her own demise, she connects the plugs to her brain in hopes of erasing the code, only to find that it was a setup devised by Yon-Rogg and Nova Prime to extract the information from her. With a little help from Groot, Howard the Duck, and Korg, they form a team to defeat the villains and save the planet.
What If…? S02E02 – What If… Peter Quill Attacked Earth’s Mightiest Heroes?
Michael Douglas as Hank Pym / Ant-Man
We first see Hank having a meal with his daughter when he gets a call from Howard. After turning on the TV, they see that the city of New York is under attack. He takes Hope to the facility to meet with the team before they take off to Coney Island where Quill is located. There, he thinks he can handle capturing Peter himself and surrounds him with bugs, cornering him in a fun house full of mirrors. There is a trap hidden in this fun house which causes lasers to appear all around Peter that tear his plushy into pieces. This sparks a fire inside Quill which makes him go on a rampage and attack the entire team.
Later, after Peter escapes from the photon grid. Hank finds him and talks to him as they sit in front of his mother’s grave. His parenting skills come in handy as he gets Peter to agree to go back with him to defeat Ego.
Hayley Atwell as Peggy Carter
Marvel Studios What If…? Captain Carter FiGPiN Classic 3-Inch Enamel Pin
Carter is in charge of this mission and essentially, is in charge of saving the world. She and Howard Stark put together a team to stop Quill’s actions. Once she finds that Ego is approaching Earth, she waits for him at the battlefront and leads her army into battle.
John Slattery as Howard Stark
One may argue that Stark is the hidden hero in this universe. He is the only one able to stop the Winter Soldier from shooting Quill to his death. Without him, Quill would not have been able to face Ego and defeat him.
Kurt Russell as Ego
Ego is a Celestial with a plan he calls “Expansion.” He has the power to get inside Quill’s head and manipulate him to achieve this goal. When Quill leaves, trying to get back home to Missouri, Ego chases after him and plans to destroy Earth and take back the seedling. When he lands on Earth, he says he’s come to save the planet, until every part of it is him. Meaning that he has the intention of spreading the seedling across the universe. Of course, S.H.I.E.L.D. wants no part in this and as he begins the battle against them, he creates hundreds of mud versions of himself. They are no match for him until Quill arrives to destroy him.
Chris Hemsworth as Thor
Thor: The Dark World Marvel Legends Thor 6-Inch Action Figure
Thor makes a grand entrance on Earth, per usual. He appears in a lightning strike at Coney Island, powerful enough to subdue Quill, allowing S.H.I.E.L.D. to capture him. When they regroup at the facility, Thor tells the team that Quill has destroyed all armies of the Nine Realms and Earth is the last one standing. He brings out a Celestial Seedling he took after Ego planted it on Earth and explains the Expansion plan.
Laurence Fishburne as Bill Foster / Goliath
Foster, aka Goliath, was Hank’s old partner. They meet again after being called by S.H.I.E.L.D. to save the planet from Quill. Unlike Ant-Man, his forte is growing in size, which becomes a crucial asset to the team’s victory. He manages to defeat hundreds of Ego’s mud soldiers before they overpower him, but this buys an immense amount of time as they wait for Hank and Quill’s arrival.
Sebastian Stan as Bucky Barnes / Winter Soldier
Avengers: Infinity Saga Winter Soldier BDS Art 1:10 Scale Statue
The Winter Soldier is the world’s most deadly assassin. Yikes! Just the sight of him shocks Carter, not only because he looks exactly like the Bucky Barnes she once knew, but because the look in his eyes is terrifying. When the team arrives at Coney Island, the Winter Soldier shoots at Quill with no remorse – clearly with the intent to kill. However, when he goes with Hank and Lawson to Missouri to find Quill, he has a change in heart and puts his weapon down, sparing Quill’s life.
Atandwa Kani as King T’Chaka / Black Panther
T’Chaka, the king of Wakanda, arrives at the facility to be a part of the team to defeat Quill. He typically does not get involved with global affairs, according to Carter, but he made an exception due to the severity of the problem. He joins the team in each battle to first face Quill and then Ego and his mud soldiers, supporting them in their victory.
Madeleine McGraw as Hope van Dyne
Hope van Dyne, the daughter of Hank Pym, tags along on his mission when he takes her to work with him. At the facility, she befriends Peter Quill as they appear to be the same age, and they bond over both having lost their mother. Sympathizing with him, he breaks him out of the photon grid so he can escape back home to Missouri. Although the adults did not approve of her actions at the time, her kindness stopped Peter’s rampage and revealed the fact that Peter was not behind it, it was his dad. She convinces everyone to help him rather than destroy him, and then tells everyone the location where he is headed.
Mace Montgomery Miskel as Peter Quill
Peter Quill is just a misunderstood child, yearning to find a place to call home. He crashed into New York with glowing eyes, causing mass destruction. He comes across as a powerful being, so strong that S.H.I.E.L.D. cannot contain him. In the end, we find that Quill was only trying to return home to Missouri so he wouldn’t feel so alone, and he is still grieving the loss of his mother. Hank makes him feel welcome and asks him to join the family. These words of encouragement convince Quill to go back with them to fight his father, Ego. During this fight, he discovers that Ego killed his mother. So, he takes the seedling for himself and uses it to defeat his father to save Earth.
Keri Tombazian as Mar-Vell / Wendy Lawson
Being part of the Star Force, Wendy Lawson is extremely skilled at flying aircraft. She takes the team to Coney Island to capture Quill, flies Hank and the Winter Solder to Missouri to capture Quill (again), and finally, flies them all back to the battlefield to face Ego.
Gene Farber as Karpov
We don’t see Karpov in this universe, but we do hear him give the Winter Soldier orders to shoot Quill. The Winter Soldier confirms that he has eyes on the target (Quill) and Karpov verifies if he is within range before he commands him to shoot. However, the communication is intercepted by Howard who tells the Winter Soldier to stand down.
This episode begins in 1988 as an unidentified object crash lands on the streets of New York. The Watcher soon announces that it is Peter Quill, who has arrived to destroy the entire universe.
In this universe, Yondu did not raise Peter Quill as his own and turned him over to Ego instead. So, when Quill begins attacking Earth, Howard reaches out to Hank Pym for help. Not thinking that it would be a big deal, Hank decides to take his daughter to work with him. Meanwhile, Quill finds himself at a carnival, drawn to the plushies like any child would. Once S.H.I.E.L.D. arrives, they devise a plan to isolate him and trap him in the photon grid – but they underestimate Quill’s power. Thor suddenly comes to save the day; his lightning entrance causes Quill to fall unconscious and they are able to trap him in the photon grid.
The team then takes the now-trapped Peter Quill back to headquarters where Hope first encounters him. She is drawn to him given that they are the same age, and after learning his story, she helps him escape. “Peter’s not behind all this. It’s his dad,” she says to the team as they interrogate her about his whereabouts, and she reveals that he is headed to Missouri. As Hank, Lawson, and the Winter Solider go after the boy, the rest of the team awaits Ego’s arrival. However, they are no match for his mud soldiers. Ego uses his powers to break into headquarters and take the seedling back. Just in the nick of time, Ant-man and Quill arrive and jump out of a plane to everyone’s rescue, and Quill uses his powers to defeat Ego.
What If…? S02E03 – What If… Happy Hogan Saved Christmas?
Jon Favreau as Happy Hogan / “The Freak”
Happy Hogan is the head of security at the Avenger’s tower. With J.A.R.V.I.S. being down for maintenance, he is in charge of protecting the building. After Hammer breaks in, Hogan’s main objective is to obtain the Hulk blood to prevent Hammer from stealing it. Before anyone spots him, he climbs through the air vent into the room where the Hulk blood is stored. However, just as he is retrieving the serum, Sergei and Rusty (Hammer’s men) start shooting at the door trying to break in. This startles him and he accidentally injects the serum into himself. Fleeing from Sergei, Rusty, and the Iron Legion, he runs through the building as he is slowly transforming into The Freak. He ends up being the hero due to this clumsy mistake and saves the tower.
Kat Dennings as Darcy Lewis
Darcy is an intern working at the Avenger’s tower for college credit. Annoyed by her silly remarks, Hogan sends her to buy maraschino cherries. Luckily for her, she is not in the building as Hammer breaks in and hijacks the system. Still so unaware of the severity of the problem, she contacts Hogan letting him know that she got the cherries. This is when they come up with the idea to sneak into the sub-basement to bring J.A.R.V.I.S. back online. Darcy takes this task upon herself, but just as she is about to reboot the mainframe, Hammer captures her. When she’s finally liberated by the Freak, she and Hill run back to the mainframe to reboot W.E.R.N.E.R. which is a complete fail! However, once the Avengers arrive, she lets him know who the real villain is, Hammer, which leads to their victory.
Cobie Smulders as Maria Hill
Hill attempts to stop Hammer while Hogan retries the Hulk blood. However, he attacks her with one of the Iron man suits that are now under his command, breaking her leg. Once the Freak releases her from Hammer, she and Darcy try to reboot W.E.R.N.E.R.
Sam Rockwell as Justin Hammer
Hammer is the ultimate antagonist and a true Grinch. He crashes the Avenger’s Christmas party setup, reprograms command protocol, and turns all the Iron LEgion into his helpers to steal the gamma-radiated antigen serum aka Hulk blood. He wants to become the next superhero and causes loads of trouble at the Avenger’s tower. Once he is cornered by the Freak, he uses the Hulkbuster to fight against it. Once the Avenger’s arrive and Stark turns off the armor, his terror comes to an end.
Chris Hemsworth as Thor
Better late then never! Thor shows up at the end of the all the commotion thinking that he missed the party, but what he really missed was a chaotic battle.
Mark Ruffalo as Bruce Banner aka The Hulk
Banner is first seen with Clint, surrounded by children as they try to take the last Iron man toy. Too busy with their last minute Christmas shopping, they are unable to run to Hogan’s rescue when the building is being attacked.
Jeremy Renner as Clint Barton / Hawkeye
Barton is seen holding the last Iron Man toy. When Banner asks to give it up, he refuses by saying that his wife said come home with the toy or don’t come home at all. So, they stay to buy the toy and ignore Hogan’s call for help.
Mick Wingert as Tony Stark / Iron Man
Captain America: Civil War Marvel Legends Iron Man Mark 46 6-Inch Action Figure
Dressed as Santa Clause with a child sitting on his lap, Stark answers Hogan’s call but is too busy to pay attention to what he is saying. Though in the end he does save the Avenger’s tower by deactivating the Hulkblaster’s armor, putting an end to Hammer’s reign.
Lake Bell as Natasha Romanoff / Black Widow
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Natasha is the first person Hogan calls for help. As much as she would want to, she can’t run to his aid just yet as she is held at gunpoint on top of a play of the Nutcracker.
Josh Keaton as Steve Rogers / Captain America
Captain America: The Winter Soldier Marvel Legends Captain America 6-Inch Action Figure
We briefly see Rogers dressed as one of Santa’s Elves during Stark’s phone call with Hogan. When Hogan asks if they can spare some time to help him defeat hammer, Stark mentions that Roger is surrounded by soccer moms. Not so easy to escape.
Isaac Robinson-Smith as Sergei
Sergei is one of Hammer’s men, who helps him take over the Avenger’s tower. His and Rusty’s mission was to break down the door where the Hulk blood is stored. Of course, they fail when Hogan gets to it first and accidently injects it into himself.
Matthew Waterson as Rusty
Like Sergei, Rusty is one of Hammer’s men. He helps infiltrate the building to retrieve the Hulk blood and chases after Hogan while he transforms into the Freak.
T’was the night before Christmas, and Happy Hogan prepares for the holiday party just as Hammer and his men infiltrate the building with the goal of obtaining Hulk’s blood. With J.A.R.V.I.S being down, Hammer is easily able to breach the security system and take control of all the Iron Legion suits. MAJOR problem. Luckily, Hogan is able to sneak away and crawl through the air vent to obtain the Hulk blood before Hammer’s men are able to reach it. Startled by the sound of gunshots, Hogan accidentally injects the Hulk’s blood into his leg after Rusty and Sergei spot him. In a panic, he dials the Avengers who are too busy with their own Christmas activities to get there in time. So, Hammer takes it upon himself to save the building. As he transforms, he uses his newfound Hulkarian strength to fight off the Iron Legion and bite them to pieces.
At this point, Hammer has taken control of the Hulkblaster. The now fully transformed Hogan (The Freak), battles against the Hulkblaster as the Avengers arrive. They mistake the Freak as the villain and target him, but Darcy turns their attention towards Hammer when she reveals that he is the one who attacked the Avenger’s Tower. Iron Man simply deactivates the armor which causes Hammer to fall to the ground. The Freak shouts a loud roar which pushes Hammer off the building but quickly saves him in the spirit of Christmas. Thus, the end of Hammer’s rampage as Happy Hogan saves Christmas.
What If…? S02E04 – What If… Iron Man Crashed into the Grandmaster?
Mick Wingert as Tony Stark / Iron Man
After Iron Man accidentally crashes into the Grandmaster’s palace in Sakaar, he’s invited to stay and celebrate the Grandmaster’s birthday. He ends up at a chariot race, but seeing how brutal it is, his hero instincts kick in and he tries to save Korg from the Snuffy, a giant elephant-looking creature. However, he finds that his suit is not working and is unable to defend himself when Gamora attacks him. Captured by the guards and forced to stay in Sakaar, he decides to save the planet from the Grandmaster’s cruel ways just to prove Gamora wrong. So, he challenges the Grandmaster to a race. Winner takes the planet.
Jeff Goldblum as Grandmaster
The Grandmaster appears to be a fan of Iron Man, though he can’t even get his name right. He decided to call him “Mr. Mojo Man,” but rather than let Stark leave the planet, he invites him to his “21st Birthday Party,” aka a chariot race with really cool space cars. Though it turns out to be a ruthless and barbaric fight against racers. If they crash, the audience (including the Grandmaster) throw tin cans and chinchillas at them.
Throughout the episode, the Grandmaster reveals his true nature – a wicked and corrupt ruler of Sakaar.
Tessa Thompson as Valkyrie
Valkyrie makes her first appearance in a chariot race and proves to be an incredible driver (even though she crashes). Because of this, she is sought out by Iron Man to be a driver in the race against the Grandmaster. She turns out to be a key component in his victory which the audience acknowledges as well. Thankful that she helped overthrow the Grandmaster, the crowd chants her name and is made the new “King” of Sakaar.
Taika Waititi as Korg
Korg’s naturally fun and bubbly personality always makes for a great teammate. After being captured during the first chariot race, he and Stark escape the cell together. He takes down the guards in a few swift moves and hijacks a plane before Topaz and her soldiers can stop them. He decides to stick with Stark to help him overthrow the Grandmaster and teams up with Valkyrie in the process. Of course, his super strength is essential during the race when he destroys one of the cars with his fist and helps lead them to triumph.
Rachel House as Topaz
Topaz is the Grandmaster’s personal bodyguard and the head guard in Sakaar. She threatens everyone who opposes her with her Melt Stick. During the final race, she destroys Stark’s chariot, but he has another trick up his sleeve when he turns his suit into another car to stay in the race. Taken out by his new car, she appears to be out of the race, but she is a persistent one. She makes a comeback in the end when the Grandmaster calls for her, but this time, she really is taken out when Valkyrie crashes directly into her, sending her Melting Stick into the air and out of her grip.
Josh Brolin as Thanos
We only see a glimpse of Thanos at the end of the episode when Gamora takes Stark to him. He sits silently on his throne as he watches Gamora approach him, right before she attacks him with Topaz’s Melt Stick.
Cynthia McWilliams as Gamora
Gamora steps on the race track blowing up Snuffy, saving Korg and Iron Man from being crushed. She suddenly starts shooting at them for an unknown reason and when asked by Stark, “who are you?” she responds with, “your death.” After they are captured, she reveals that she wanted to help Thanos in his victory, and has a vendetta against Stark for destroying his Chithauri in New York. She spends the majority of her time searching for Stark and trying to kill him. Later, in the middle of the final race, she has a change of heart and saves Stark from Snuffy, though she destroys her car while doing it. This is the origin of her villain to hero story.
This episode begins with Iron Man redirecting a missile into the Chitauri ship. However, instead of falling into the portal back to New York, he flies into space, crash landing in Sakaar. There, he meets the Grandmaster who never gets his name right, and ends up calling him “Mojo Man.” Stark disregards his remarks and states that he needs to get back home to Earth, but the Grandmaster invites him to stay and celebrate his “21st birthday party,” which turns out to be a chariot race. There, he sees that this race is merely for the Grandmaster’s entertainment, seeing how multiple racers lost their lives. When his hero instincts guide him to Korg’s rescue, he is captured by the guards and thrown into a cell with Korg and Gamora. After they escape, Stark makes it his mission to save planet Sakaar from their unscrupulous ruler. So, he challenges the Grandmaster to a race. The prize? Planet Sakaar.
Stark is victorious in his race against the Grandmaster. Upset at his loss, the Grandmaster calls it a tie and the crowd boos. He then calls Topaz who shows up driving directly towards Stark with her Melting Stick. Valkyrie quickly gets in her car to crash into her and Topaz’s stick flies up and lands on the Grandmaster’s foot, melting him. The crowd then chants Valkyrie’s name, and she appears to be accepted as the planet’s new King. Just as Stark is getting ready to fly back home to Pepper, Gamora sneaks behind him to capture him and then takes him to his father. Thanos sits on his throne as they arrive. But plot twist – she’s not there to turn in Stark, instead she uses Topaz’s stick to melt her father.
What If…? S02E05 – What If… Captain Carter Fought the Hydra Stomper?
Samuel L. Jackson as Nick Fury
Nick Fury makes a brief appearance in this episode but reveals a key component to understand the twist in this multiverse. While discussing the mission with Carter and Natasha, he says that there were Rumors that Steve Rogers was still alive since the 1960s. The Hydra Stomper, being used by Rogers, caused dozens of casualties to S.H.I.E.L.D agents. Despite his best efforts to keep Carter away from this mission, she takes it upon herself to find out the truth.
Hayley Atwell as Peggy Carter / Captain Carter
We know from Season 1 that Peggy Carter took Steve Rogers place in Project Rebirth, making her the first successful Super Soldier. In this universe, she takes on a mission with the Black Widow assigned by Nick Fury. Together, they first encounter the Hydra Stomper and reveal that Steve Rogers is behind the mask. Blinded by love, she chases after Rogers and cannot accept the fact that he has become a danger to the entire world. Though finally, she sees the truth after he betrays her and lures her to the Red Room. Still, she manages to break through to him and defeats Milena and her widows.
Lake Bell as Natasha Romanoff / Black Widow
The Black Widow stuck by Carter’s side throughout the whole episode. She fights against five other widows by herself, and defeats Melina by tying her to the Hydra Stomper. Talk about girl power!
Frank Grillo as Brock Rumlow
Brock Rumlow quickly rushes to Bucky’s aid when he believes that his life could be in danger. He and his men run frantically through the building, trying to get him to safety, but the Hydra Stomper always seems to catch up to them.
Josh Keaton as Steve Rogers / Hydra Stomper
Rogers was allegedly killed in 1953, but he was captured alive by the Red Room and used for heinous terrorist acts across the world. According to Fury, he is one of the most dangerous weapons across the entire planet. He lives up to his reputation as he attacks the Triskelion, targeting Bucky Barnes, and then assists Melina in her mission to lure Carter to her. At the end, he has a change of heart in which he saves Carter and Natasha from the Red Room, turning back to the Steve Rogers Carter loved.
Sebastian Stan as Bucky Barnes
Bucky Barnes is not the Winter Soldier in this universe. No, he is the Secretary of the State and is one of Roger’s main targets. He thinks he can handle himself against the Hydra Stomper, but is protected by Carter as Rumlow and his team as they try to take him to safety. The Stomper manages to break through the walls and encounters Barnes face-to-face. Natasha has a clear shot to take down the Stomper but foolishly, Barnes protects Steve and thinks he can resolve the issue by talking to him, even inviting him to a drink. Just as the Stomper was about to shoot at him, Carter saves Barnes with her shield.
Rachel Weisz as Melina Vostokoff
Melina was the leader of the Red Room and Natasha’s mother (ish). She devised a plan to lure Carter and Natasha away from the Avengers and S.H.I.E.L.D agents in hopes of capturing her. She thinks that Carter is the “epitome of women and science,” so her objective was to kill and study her body.
Elizabeth Olsen as Wanda-Merlin
Wanda-Merlin appears in the episode’s final seconds. She sucks Carter through a portal because she believes that she will save the world. We don’t know what will happen next, but we do know that Captain Carter’s story will continue.
The Watcher doesn’t normally do sequels, however, Captain Peggy Carter’s story was not over. We begin by seeing Carter and Natasha, the Black Widow, on a mission assigned by Nick Fury. On a boat, they encounter a Hydra Stomper with Steve Rogers inside of it. Though it is not the Steve Rogers that Peggy once knew, this one immediately attacks them and they are forced to retreat for the moment. Fury then reveals that there were rumors that Rogers was still alive, and now it has been proven to be true. The Hydra Stomper suddenly appears and as the agents of S.H.I.E.L.D try to fight against it, Carter and Natasha manage to detain the Stomper and fly off to Scotland.
There, Steve Rogers gains consciousness and offers to guide them to the Red Room, whom they suspect are behind all of this. Though to no surprise, it was all a set up as Melina Vostokoff arrives with her widows soon after Carter and Natasha are attacked. They struggle to fight them off, and just as Carter admits defeat, she tells Steve that she would rather die with him than to not be with him at all. This triggers something in Steve that actually makes him gain consciousness. So, he flies straight to the Red Room blasting it to pieces, taking Melina with him.
What If…? S02E06 – What If… Kahhori Reshaped the World?
Devery Jacobs as Kahhori
Kahhori is a Mohawk woman living in a time before the colonization of America. We first see her running through the forest with her little brother Wáhta, as they come across a cursed part of the forest. They soon find themselves running from the Conquistadors and after being shot by one of them, Kahhori falls into the Forbidden lake. She then wakes up in the Sky World, where she gains new powers from the land. She knows she can use this new power to save her village from the Spanish Conquistadors. So, after failing to convince the other sky people to go with her, she jumps through the portal by herself to fight against the Spaniards and stop the colonization of her land.
Kiawentiio as Wáhta
Wáhta warns Kahhori about the forest they enter, telling her that this part of the forest is cursed. Ignoring his comments, they continue on their journey. After Kahhori falls into the lake, Wáhta is captured by the Conquistadors and tied up with the rest of the people in his village.
Jeremy White as Atahraks
Atahraks finds Kahhori when she first lands in the Sky World. He teaches her about the powers of the land and educates her on the history for the Sky People. He tells her that for decades, people have fallen into the Forbidden Lake and wound up in the Sky World. Here, they never age or grow ill. They just live by the power of the land and its spirits.
Gabriel Romero as Rodrigo Alphonso Gonzolo
Rodrigo Alphonso Gonzolo was the commander of the Spanish Conquistadors, sent by Queen Isabella of Spain. He leads his men in search of the Forbidden Lake, or what they call “the Fountain of Youth.” In the process he burns the village of the Mohawk people, and threatens to shoot them if they do not tell him where the lake is. Though when he does find it, he is frightened at the sight of his men disappearing into it. Enraged, he commanded his men to tie up the Mohawk people and put them on boats back to Spain. However, his plan was cut short when Kahhori arrives followed by the rest of the Sky People, who defeat them all and destroy their boats.
Benedict Cumberbatch as Doctor Strange Supreme
A strange appearance by Doctor Strange happens in this universe. When Kahhori and the Sky People confront Queen Isabella in her castle, he appears out of the blue. “I’ve been looking for you for a long time,” he says to Kahhori. What could this be foreshadowing?
Carolina Ravassa as Queen Isabella of Spain
Queen Isabella thinks that her soldiers are unmatched, and that she can take any land she wants. She is shocked to hear that none of her ships or soldiers have returned. Who dares to challenge her?
Just as she asks this question, Kahhori and the Sky People appear through the portal and let her know that they will not be defeated, nor are they there to fight. They only seek peace amongst each other.
This episode depicts a universe where Asgard is destroyed and the Tesseract finds a new home in a different world. It begins with two Mohawk children racing to the edge of the forest before they encounter an old battlefield. Wahta warns his older sister, Kahhori, to stay away from this part of the forest because it is said to be cursed. However, Kahhori continues exploring just as they hear gunshots coming from their village. This is coming from the Spanish conquistadors who are searching for the Fountain of Youth. They soon find themselves running from the conquistadors and fall into an underground tunnel that leads them directly to the lake they were searching for. Chasing after them, one of the Spaniards shoots Kahhori, causing her to fall into the lake and into the Sky World – the world that carries the power of the Tesseract.
After landing in the Sky World, she is greeted by Ahtaraks. He tells her that the blue light (the Tesseract’s power) flows through the entire land. When they eat the spirits, the people gain some of this power as well. Kahhori is fascinated yet skeptical at the situation, so she rushes to try to get back home to save her village, but not before joining the Sky People in the hunt for the Sky World fruit. During this hunt, she discovers how to use her powers and catches enough fruit for the entire village. With this new power, she then brings down the portal to go back to earth and face the Conquistadors. She fights the majority of them alone before the rest of the Sky People follow her and defeat the Spaniards, saving the Mohawk people. This changes the entire trajectory of the world.
What If…? S02E07 – What If… Hela Found the Ten Rings?
Cate Blanchett as Hela
In another classic villain turned hero story, Hela redeems herself by using light to fight her darkness. She begins the episode by taking pride in the fact that she is the Goddess of Death, and fights everyone in her way with no remorse. However, after encountering Jiayi of Ta Lo, she trains in their ways of technique and spirit. Only through this she can discover what she truly seeks.
In the end, she discovers that she seeks freedom. Freedom from control and freedom to find her own path. So, once she battles her father, she frees herself from his control and uses her light to defeat him. This draws her crown back to her as she switches from a villain to a hero, taking her father’s throne.
Jeff Bergman as Odin
Fearful of his daughter’s thirst for blood, he takes away Hela’s crown and banishes her to Midgard. Through Heimdall, he still keeps track of her every move – that is until she reaches Ta Lo. Afraid that she died at the hands of the Ten Rings user, he travels to Midgard himself to destroy it with the idea of keeping the peace. He cannot let such power exist elsewhere, not one that he is not in control of. Once he reaches Midgard, he battles against both Wenwu and Hela and faces defeat, giving up his throne.
Feodor Chin as Xu Wenwu
Wenwu was given the gift of the Ten Rings, which he uses to protect the world. He seems to have an interest in Hela when he first encounters her, and so he invites her to dinner. His plan was to form an alliance with her but as they get closer, he feels a connection with her and leans in for a kiss. As his vulnerability causes him to lower his guard, Hela grabs his head and pounds it on to the table knocking him unconscious.
When Odin later arrives at Midgard in search of the Ten Rings, Wenwu uses his power to fight against him to protect his people. With a little help from Hela, they defeat him and end his reign over the Nine Realms.
Lauren Tom as Jiayi
Jiayi speaks for the council of Ta Lo. She takes a chance on Hela seeing her potential, and teachers her to find the light within herself. She trains Hela to practice martial arts with spirit and forces her to look within herself to discover her true reason to fight.
Idris Elba as Heimdall
Heimdall is ordered by Odin to keep an eye on Hela in the new realm. He has watched her from the moment she lands, but suddenly loses sight of her when she reaches the hidden land of Ta Lo.
Michael Hagiwara as Shunyuan
Shunyuan is one of Ta Lo’s protectors and Jiayi’s advisor. He is skeptical of Hela’s arrival, seeing her as a threat to their land. He even questions Jiayi’s decision to teach Hela their skills. However, he is reassured that they will not be betrayed and falls back, allowing Hela to stay.
Liv Zamora as Young Hela
In a quick flashback, we see a young Hela playing with her dog. Odin unexpectedly chains him, saying that in due time the dog will begin causing harm. This serves as a metaphor for Hela herself. She is chained and controlled by her father as he fears that she will overpower him one day.
King Odin sought to conquer the Nine Realms of Asgard and his chief weapon in this conquest was his daughter Hela. As her heart grew darker and more powerful, her father feared for what she would become. So, in this universe, he takes her crown and banishes her Midgard.
Wenwu and his soldiers are the first to encounter Hela after she lands in Midgard. Gloating about being the Goddess of Death, Wenwu orders his Solders to attack her; but in this new realm, Hela is without powers. Still, she successfully fights off the soldiers before she is tied up by the Ten Rings. When she is later taken to the location where her crown landed, she tries pulling it out to prove her powers, but she does not have the strength to retrieve it from the ground. Intrigued by her fight, Wenwu invites her to dinner to ask if they can join forces and form an alliance. Though she is quick to escape (with a little help from a flying, faceless creature), and arrives in a hidden land. Here, she meets Jiayi, who helps Hela fight against the darkness in her heart. “One cannot fend off darkness with more darkness, only light,” she tells Hela. So, Jiayi takes it upon herself to teach Hela to find the light within herself. After much practice, Hela faces her father in the end and defeats him with her newfound light.
What If…? S02E08 – What If… the Avengers Assembled in 1602?
Hayley Atwell as Peggy Carter / Captain Carter
Summoned by Wanda, Carter is pulled into a different universe to save it from destruction. After failing to save Queen Hela from being pulled into a rift, she is chased by guards trying to capture her for allowing the queen to be lost. Instead of running back to her own universe, she is determined to find a way to split the centuries to stop the rifts and save the world.
Samuel L. Jackson as Sir Nicholas Fury
Sir Nicholas Fury of 1602 proves to be an ally to the fugitive Carter. While discussing the rifts with Wanda, Hogan, and Thor, he notices Carter lurking in the shadows. After Wanda states that there may be someone else causing the rifts, Fury assigns Carter a mission to find out who this person is.
Elizabeth Olsen as Wanda Merlin
Wanda summons Captain Carter thinking that she is the one who can save their world. However, she also senses that there may be someone else who can save them. Someone from the future who can travel through time.
Chris Hemsworth as King Thor Odinson
In this universe, Thor is not the friendliest version we know. Here, he loses sight of what really matters: saving the world. Instead, he merely seeks revenge on Carter for not being able to save his sister Hela.
Tom Hiddleston as Loki
Loki does not appear to have any powers in this world. He first appears performing a Shakespearean play before being pulled in by a rift, unable to save himself. Next, we see him drinking champagne in a carriage, sitting in between two women who seem completely unamused (sorry Loki). Lastly, when their castle is invaded, he sits on his throne unbothered by everyone else fighting around him.
Mark Ruffalo as Bruce Banner / Hulk
Banner is first seen in a prison cell, trapped in Thor’s castle. Carter, needing all the help she can get, asks him for help. He declines, saying that he cannot handle the rage – he likes how quiet his cell is. However, Carter calls the guard’s attention, and they begin shooting at his cell. Unable to calm his temper, Banner transforms into the Hulk and escapes the cell. He later helps Carter infiltrate Thor’s castle to steal the scepter and battles against the Freak.
Jon Favreau as Sir Harold “The Happy” Hogan / “The Freak”
Sir Harold Hogan is a part of Thor’s court and is the head guard in this world. He is ordered to seize Carter and ambushes her at a pub with a team of soldiers. He uses an iron robot to shoot fire at the pub, destroying it and capturing Carter as his prisoner. After she escapes, Hogan must face a battle against her and her team when they infiltrate the building to steal the scepter. Enraged by the fact that Rogers slices through the feather on his hat, he turns into the Freak attempting to crush the opponent in front of him. He ends up fighting the Hulk in the end, which turns into a destructive scene.
Mick Wingert as Tony Stark
Sleeping on a pile of hay, Stark is awakened by Carter throwing a bucket of water at his face. They conspire with each other to figure out a way to stop the rifts when Stark has the brilliant idea to steal Thor’s scepter in order to trace the Forerunner. When the team invades Thor’s castle, he uses a device he created to place the scepter’s stone into and unveil who the Forerunner is.
Josh Keaton as Steve Rogers / Rogers Hood
Steve Rogers is known as Rogers Hood in this universe (which is a play on the famous Robin Hood). Being a well-known thief, Rogers is sought out by Carter to steal Thor’s scepter. Still in love with Peggy Carter, he helps her in this mission and infiltrates Thor’s castle to steal the scepter. He and his team battle against the guards, including the Freak. Once the scepter’s stone has been taken, it reveals Rogers as being the Forerunner.
Paul Rudd as Scott Lang / Ant-Man
In a team with Rogers and Barnes, Lang is part of this group of thieves. They come across Captain Carter, who is looking to recruit them to steal Thor’s scepter. Even in this world, Lang still has the ability to shrink and turn into Ant-Man. He uses his powers to fight against an ambush, and later fights against the guards in Thor’s castle. He and the team are deemed victorious when they reveal the Forerunner and stop the rifts.
Sebastian Stan as Bucky Barnes
Bucky Barnes is also part of a group of thieves along with Rogers and Lang. He and Rogers seem closer than ever. In this world, they may still even be best friends. Barnes uses his shooting abilities to fire arrows at Hogan’s soldiers when they are ambushed at the pub. He later fights amongst his team to steal the scepter’s stone to save the world.
Benedict Cumberbatch as Doctor Strange Supreme
Doctor Strange appears after the rifts have ended, finding Carter alone at a pub. “Have I got a story to tell you,” he says. What could this mean?
This episode is a continuation of Captain Carter’s story. We were left wondering why Wanda sought Carter to save the world. Now, we see that Wanda summoned her into the year 1602.
This universe is a mix of the 1600s with the 21st century, and it is an era where the world is in danger. Rifts randomly appear in the sky which pull everything towards it. As they watch a play being performed by Loki, a rift appears in the sky pulling everything in. Loki is the first to get pulled up by the rift, but Carter manages to catch him with a rope and pull him down. Just as she catches Loki in her arms, Hela is also pulled up by the rift. Carter tries her very best to jump up and pull Hela back down, but she fails, and the rift closes behind her. Furious at the sight of losing his sister, Thor blames Carter for failing to do what she was summoned for and orders his guards to seize her. Now she’s on the run.
She and Stark then come up with a plan to steal Thor’s scepter to trace the Forerunner, the first person to travel through time. Carter seeks help from Rogers, Bucky, and Lang to steal the scepter, but they are ambushed by Hogan and his soldiers. Forced to surrender, Carter is captured and taken prisoner. She later escapes with the Hulk, and they regroup with the rest of the team. Together, they infiltrate Thor’s castle to steal the scepter. With Wanda and Fury’s help, they steal the scepter, take out the stone, and place it in Stark’s device to trace back the Forerunner. It reveals Rogers as being the Forerunner who caused the rifts from the beginning. With this, he bids farewell to his beloved Peggy Carter. Thus, the end of the rifts but not the end of Carter’s story.
What If…? S02E09 – What If… Strange Supreme Intervened?
Hayley Atwell as Peggy Carter / Captain Carter
Carter just finished saving the world in 1602 before she is sought out by Strange to save another multiverse. She just can’t catch a break! When she encounters Kahhori in the new world, she learns that Strange deceived her into helping him resurrect his universe. She must fight against a Demon Strange to stop him from sending all the heroes and villains into the Forge.
Benedict Cumberbatch as Doctor Strange Supreme / Demon Strange
Doctor Strange certainly had a tough upbringing. Grieving the loss of his beloved Christine, he devised a plan to resurrect his universe to bring her back to life. In the process, he collects universe killers and recruits Carter to help him. Though, he deceives her by asking her to help save another multiverse through capturing a killer, Kahhori. Once she learns of his plan, she releases the villains he has collected, and he struggles to fight against them. Eventually, he stops Kahhori and Carter from escaping, and in the process turns into a demon to fight against them. When Carter punches the demon out of him, he realizes his mistake and throws himself into the Forge.
Devery Jacobs as Kahhori
Deceived by Doctor Strange, Kahhori is trapped in another multiverse. So, when she encounters Captain Carter, she doesn’t hesitate to tell her that Doctor Strange is the universe killer, not her. When they are both brought back by Strange, Kahhori must defend herself against him as he tries to deceive Carter as well. Carter does not fall for it and they escape his grasp. They fight against other villains along the way, eventually running into Strange again. Together, they fight the Demon Strange and just before the Forge explodes, the Watcher sends Kahhori back home to her world.
Cate Blanchett as Hela
Hela appears after being released from Doctor Strange’s prison. She ends up in the underworld controlling zombies and fighting against Kahhori and Carter. She threatens them by stating that she is the Goddess of Death. However, her attacks are no match to Kahhori’s powers. Shocked that Kahhori was able to defend herself, she gets ready to attack again but gets interrupted by Surtur. In the end, in the final battle against Doctor Strange, she throws her crown at Carter to be able to defeat the Demon Strange.
Feodor Chin as Xu Wenwu
Wenwu is one of the righteous heroes that is captured that Doctor Strange. In Kahhori and Carter’s battle against Demon Strange, he also aids them in their victory by throwing the Ten Rings at them for use in their fight.
Clancy Brown as Surtur
Surture storms into the underworld shouting, “I am Asgard’s doom!” He begins shouting again but cuts himself short after noticing that Hela is there as well. They begin fighting amongst each other and this serves as a distraction for Kahhori and Carter to escape.
Josh Keaton as Steve Rogers
In the final battle against Doctor Strange, we are taken back to Project Rebirth. Strange, knowing that he is about to be defeated, creates an illusion for Carter. He poses as Rogers, telling Carter that he loves her in the very moment before Project Rebirth explodes. However, Carter sees right through this and forces Strange to release her from the illusion.
Stanley Tucci as Abraham Erskine
Like Rogers, we see Eskrine in an illusion created by Doctor Strange. Erskine prepares to give Rogers the serum before the illusion is cut short by Carter’s realization.
The final episode of the season begins with Captain Carter, and we continue where we last left off. The world has now been saved from the rifts and we see Carter talking to Doctor Strange. He agrees to take her back home but takes her to his house instead, where we discover that Strange has been collecting universe killers from each multiverse. Unfortunately for them, one of the killers has escaped, and Strange convinces Carter to help capture her again. So, Carter journeys off to find the missing villain.
As she searches for the villain, she encounters Kahhori, who tells her that Strange is the universe killer. It’s revealed that he is not only collecting villains, but righteous heroes as well. His goal is to reconstruct his universe, the one he destroyed. Then, while he attacks Kahhori, Carter releases the killers to buy some time. As Strange is busy trying to recapture them all, Kahhori and Carter escape. They end up having to fight a few killers along the way, including Killmonger. Though it’s a quick and easy fight as Kahhori uses her powers to take his suit along with the infinity stones. Kahhori’s super speed comes in handy in her battle against Doctor Strange, but it’s not enough to stop him as he transforms into a Demon Strange. Suddenly, the captured heroes and villains begin falling into the Forge. They realize that Strange must be defeated so they start throwing their weapons to Kahhori and Carter’s aid as they fall into the Forge.
Still unable to defeat him, Strange appears to be indestructible. Kahhori throws the infinity stones into Peggy’s hands and with a swift punch, she turns Strange back into his human form. Separating the demon from his human self, Carter jumps onto him and throws themselves into the Forge. Before it explodes, the Watcher saves them both. He sends Kahhori back to her world and takes Carter to a different multiverse, the one that Strange created, but was never born into. Finally, after saving several multiverses that are not hers, Captain Carter heads home.
