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What If...? season 3

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What If...?
Season 3
Promotional poster
StarringJeffrey Wright
No. of episodes1
Release
Original networkDisney+
Original releaseDecember 22, 2024 (2024-12-22) –
present (present)
Season chronology
← Previous
Season 2
List of episodes

The third and final season of the American animated anthology series What If...?, based on the Marvel Comics series of the same name, explores alternate timelines in the multiverse that show what would happen if major moments from the films of the Marvel Cinematic Universe (MCU) occurred differently. The season is produced by Marvel Studios Animation, with Matthew Chauncey serving as head writer and Bryan Andrews and Stephan Franck directing.

Jeffrey Wright stars as the Watcher, who narrates the series, alongside numerous MCU film actors reprising their roles. Development began by July 2022, with Chauncey replacing previous head writer A. C. Bradley for the season by December 2023. Andrews and Franck returned from previous seasons to direct.

The third season premiered on the streaming service Disney+ on December 22, 2024, and each of its eight episodes will be released daily until December 29. It will be part of Phase Five of the MCU.

Episodes

[edit]
No.
overall		No. in
season		Title [1]Directed by [2]: 3–5 Written by [2]: 3–5 Original release date [1]
191"What If... the Hulk Fought the Mech Avengers?"Stephan FranckStory by : A. C. Bradley and Bryan Andrews
Teleplay by : Ryan Little		December 22, 2024 (2024-12-22)
In an attempt to rid himself of the Hulk once and for all, Bruce Banner bombards himself with a huge amount of gamma radiation, accidentally resulting in the birth of a monstrous creature known as the "Apex", which becomes a rampaging kaiju capable of creating an army of gamma monsters. The Avengers create enormous mechas to counter the increasing threat, but are outnumbered and killed. The surviving heroes — consisting of Sam Wilson, Monica Rambeau, Bucky Barnes, Marc Spector, Alexei Shostakov, Melina Vostokoff, Xu Shang-Chi, and Nakia — eventually repel the monsters for the next ten years. When the Apex reemerges, a reluctant Wilson seeks Banner's help, who lives in hiding on a remote island. Banner refuses to get involved, though he provides Wilson with the "Mighty Avenger Protocol", which he originally created to stop the Hulk. Using the protocol, the heroes' mechs combine into one powerful mech, but the Apex is still too much for them. Banner decides to assist the team and uses a gamma bomb to become a Godzilla-like "Mega-Hulk". He kills the Apex and heads towards New York with its army. However, Wilson reminds him of their friendship and promises that will never change, prompting Banner to lead the monsters to his island instead where he becomes their new ruler.
Cast : Anthony Mackie as Sam Wilson / Captain America, Mark Ruffalo as Bruce Banner / Hulk, Teyonah Parris as Monica Rambeau, Sebastian Stan as Bucky Barnes, David Harbour as Alexei Shostakov / Red Guardian, Simu Liu as Xu Shang-Chi, Kari Wahlgren as Melina Vostokoff, Brittany Adebumola as Nakia, and Oscar Isaac as Marc Spector / Moon Knight.[3]
202"What If... Agatha Went to Hollywood?"Bryan AndrewsStory by : Bryan Andrews, Matthew Chauncey, and Ryan Little
Teleplay by : Matthew Chauncey and Ryan Little		December 23, 2024 (2024-12-23)
Cast : Kathryn Hahn as Agatha Harkness, Kumail Nanjiani as Kingo, Dominic Cooper as Howard Stark, and James D'Arcy as Edwin Jarvis.[2]: 3 [third-party source needed]
213"What If... the Red Guardian Stopped the Winter Soldier?"Bryan AndrewsA. C. BradleyDecember 24, 2024 (2024-12-24)
Cast : David Harbour as Alexei Shostakov / Red Guardian, Sebastian Stan as Bucky Barnes / Winter Soldier, Laurence Fishburne as Bill Foster / Goliath, America Ferrera as Ranger Morales, and Piotr Michael.[2]: 4 [third-party source needed]
224"What If... Howard the Duck Got Hitched?"Stephan FranckStory by : Bryan Andrews, Matthew Chauncey, and Ryan Little
Teleplay by : Matthew Chauncey and Ryan Little		December 25, 2024 (2024-12-25)
Cast : Kat Dennings as Darcy Lewis, Seth Green as Howard the Duck, Samuel L. Jackson as Nick Fury, Tom Hiddleston as Loki, and Michael Rooker as Yondu Udonta.[2]: 4 [third-party source needed]
235"What If... the Emergence Destroyed the Earth?"Stephan FranckStory by : Bryan Andrews, Matthew Chauncey, and Ryan Little
Teleplay by : Matthew Chauncey and Ryan Little		December 26, 2024 (2024-12-26)
Cast : Dominique Thorne as Riri Williams / Ironheart, Alejandro Saab as Quentin Beck / Mysterio,[4] Emily VanCamp as Sharon Carter, Tessa Thompson as Valkyrie, Michelle Wong, and David Kaye as Arishem.[2]: 4 [third-party source needed]
246"What If... 1872?"Stephan Franck and Bryan AndrewsStory by : Bryan Andrews, Matthew Chauncey, and Ryan Little
Teleplay by : Matthew Chauncey and Ryan Little		December 27, 2024 (2024-12-27)
Cast : Simu Liu as Xu Shang-Chi, Hailee Steinfeld as Kate Bishop, Wyatt Russell as John Walker / U.S. Agent, Meng'er Zhang as Xu Xialing, and Walton Goggins as Sonny Burch.[2]: 4 [third-party source needed]
257"What If... the Watcher Disappeared?"Stephan FranckStory by : Bryan Andrews, Matthew Chauncey, and Ryan Little
Teleplay by : Matthew Chauncey and Ryan Little		December 28, 2024 (2024-12-28)
Cast : Hayley Atwell as Peggy Carter / Captain Carter, Jason Isaacs as the Eminence, Devery Jacobs as Kahhori, Alison Sealy-Smith as Ororo Munroe / Storm the Goddess of Thunder, Natasha Lyonne as Byrdie, D. C. Douglas as the Incarnate, and Darin De Paul as the Executioner.[2]: 5 [third-party source needed]
268"What If... What If?"Bryan AndrewsStory by : Bryan Andrews, Matthew Chauncey, and Ryan Little
Teleplay by : Matthew Chauncey and Ryan Little		December 29, 2024 (2024-12-29)
Cast : Hayley Atwell as Peggy Carter / Captain Carter, Jason Isaacs as the Eminence, Devery Jacobs as Kahhori, Alison Sealy-Smith as Ororo Munroe / Storm the Goddess of Thunder, Natasha Lyonne as Byrdie, D. C. Douglas as the Incarnate, and Darin De Paul as the Executioner.[2]: 5 [third-party source needed]

Cast and characters

[edit]

The series is narrated by Jeffrey Wright as the Watcher, a member of the alien Watcher race who observes the multiverse.[5][6] Each episode features different versions of characters from the MCU films, with many actors reprising their roles for the series.[7]

Production

[edit]

Development

[edit]

Work had begun on a third season of What If...? by July 2022.[8] At that time, head writer A. C. Bradley revealed that the second season of the series was her final project at Marvel Studios,[9][10] with series story editor Matthew Chauncey taking over as head writer for the season.[10] Series director Bryan Andrews returned for the third season along with Stephan Franck. The season consists of eight episodes.[5] Franck was able to assist Andrews in the season while the latter was simultaneously working on Marvel Zombies (2025);[11] Andrews was still able to supervise much of the season and ultimately directed three of the season's episodes and co-directed with Franck for one episode, with Franck directing the other four episodes of the season.[11][2]: 3–5  A Red Guardian–centered episode, written by Bradley in 2020, is included in the season after originally being intended for the second season.[10][12]: 52:38–52:44 [2]: 4  Executive producers for the season include Brad Winderbaum, Kevin Feige, Louis D'Esposito, Dana Vasquez-Eberhardt, and Andrews.[5] In August 2024, it was announced that the third season would be the series' last.[13] That November, Winderbaum explained that the series was ending due to "bigger [MCU] reasons" that were being determined in real time as different projects were released over the next couple of years within the Multiverse Saga, calling it "the right time" for the series to conclude "from a story perspective".[14][15] He did not rule out reviving the series in the future.[14]

Writing

[edit]

Bradley and Ryan Little served as writers on the season alongside Chauncey.[5] Winderbaum described the season as being the culmination of a trilogy, completing an "emotional experience" with the Watcher whose humanity is explored more than in previous seasons.[16][17] He added that the season would have the first hints at "crossover potential" between the series and Marvel Studios' other animated projects.[18] Some of the unused episode concepts that were created for the first and second season were used for the third.[19][20] Andrews said the third season's episode concepts were "wackier" than those used for the first two seasons,[19] and further explore different genres.[21]

Episodes include: an anime-inspired episode featuring the Avengers piloting mechs to fight a horde of Mega-Hulk monsters, titled "Go-Avengers: Heroes of the Gamma War",[22][23][24] with Andrews excited to go "full, hardcore, mega genre" with the episode;[21] one with a "1930s screwball" Bollywood musical number featuring Agatha Harkness and Kingo;[25][26][27] one that sees Red Guardian stopping the Winter Soldier from assassinating Howard and Maria Stark and the two becoming allies;[15][2]: 4  one where Howard the Duck and Darcy Lewis get married and journey on an "intergalactic pleasure cruise" to find their own cosmic powers;[2]: 4  one where an alternate take on the events of Eternals (2021) leads to the destruction of Earth and the rise of an authoritarian regime led by Quentin Beck over humanity;[28][2]: 4  a Western-themed episode,[29] a genre which Andrews had wanted to explore since the first season;[2]: 5  and an episode that revisits characters from the first season.[21]

Ideas that were considered for the season but not used include trying to involve the band Kiss in six different episodes, one of which would have been a galactic Battle of the Bands concept with Kiss serving as the judges,[21][30] a samurai episode that Andrews described as "hardcore and just brutal and awesome" with elements of Romeo and Juliet,[21] a Dungeons & Dragons-styled episode,[30] and a Sam Wilson/Yelena Belova-centered episode featuring the latter as the Winter Soldier.[31]

Casting

[edit]

Jeffrey Wright returns to narrate the series as the Watcher.[5][6] Marvel's plan for the series was to have actors who portray characters in the MCU reprise their roles in What If...?.[32] with over 35 doing so for the season. These include:[7] Anthony Mackie as Sam Wilson / Captain America, Mark Ruffalo as Bruce Banner / Hulk, Teyonah Parris as Monica Rambeau, Sebastian Stan as Bucky Barnes / Winter Soldier, David Harbour as Alexei Shostakov / Red Guardian, Oscar Isaac as Marc Spector / Moon Knight, Kathryn Hahn as Agatha Harkness, Kumail Nanjiani as Kingo, Dominic Cooper as Howard Stark, James D'Arcy as Edwin Jarvis, Laurence Fishburne as Bill Foster / Goliath, Kat Dennings as Darcy Lewis, Seth Green as Howard the Duck, Samuel L. Jackson as Nick Fury, Tom Hiddleston as Loki, Michael Rooker as Yondu Udonta, Dominique Thorne as Riri Williams / Ironheart, Emily VanCamp as Sharon Carter, Tessa Thompson as Valkyrie, David Kaye as Arishem, Simu Liu as Xu Shang-Chi, Hailee Steinfeld as Kate Bishop, Wyatt Russell as John Walker / U.S. Agent, Meng'er Zhang as Xu Xialing, Walton Goggins as Sonny Burch, Hayley Atwell as Peggy Carter / Captain Carter, Devery Jacobs as Kahhori, Chris Hemsworth as Thor, Karen Gillan as Nebula, Josh Brolin as Thanos, Clark Gregg as Phil Coulson, Taika Waititi as Korg, Rachel House as Topaz, Ross Marquand, Gene Farber as Karpov, Hamish Parkinson as Beerbot 5000, and Tom Vaughan-Lawlor as Ebony Maw.[7] Additionally, Alison Sealy-Smith reprises her role as Ororo Munroe / Storm the Goddess of Thunder from the Marvel series X-Men: The Animated Series (1992–1997) and X-Men '97 (2024–present).[6][7][33]

Some characters in the season are voiced by different actors than those who portrayed them in MCU films, including: Kari Wahlgren as Melina Vostokoff, Brittany Adebumola as Nakia,[3] Matt Friend as Grandmaster, Jared Butler as Kaecilius, Darin De Paul as Zeus, and Alejandro Saab as Quentin Beck / Mysterio.[4]

Also included in the season are the characters Natasha Romanoff / Black Widow, Tony Stark / Iron Man, White Vision, Wanda Maximoff / Scarlet Witch,[13][22] Shuri, Wong,[34] Ying Nan, Dormammu,[35][36] Okoye,[37] and The Hood.[2]: 4 

Original characters introduced in the season include: America Ferrera as Ranger Morales;[38][39] Natasha Lyonne as Byrdie;[40] and Jason Isaacs, D. C. Douglas, and Darin De Paul as other Watchers named the Eminence, the Incarnate, and the Executioner, respectively.[41][better source needed] Additionally, Allen Deng, Piotr Michael, and Michelle Wong are cast in undisclosed roles.[41][2]: 3–4 

Animation

[edit]

"What If... the Hulk Fought the Mech Avengers" includes 2D animation inspired by anime from the 1970s and 1980s, before shifting to the series' usual 3D animation.[22] Andrews hand-animated much of the final fight in "What If... 1872?", working alongside the season's animation lead Scott Ryder.[2]: 5 

Music

[edit]

Laura Karpman returned from previous seasons as composer.[42]

Marketing

[edit]

The first footage from the season was released in December 2023, as part of the second season's "The Watcher's Nine Days of What If...?" advent calendar-style website,[43] while images from the episodes were released the following month.[24] Andrews and Winderbaum promoted the series during Marvel Studios Animation's panel at the D23 Expo in August 2024, where footage was shown.[44][22][23] More footage from the season was included in a video that was released by Disney+ in October, announcing the release schedule for Marvel Television and Marvel Animation projects through the end of 2025.[45]

Release

[edit]

The third season debuted on Disney+ on December 22, 2024, and its eight episodes are being released daily until December 29.[5][1] In January 2024, Andrews said a late 2024 release was possible, but the deadline was "tight" and he noted that Marvel Studios and Disney were continually shifting releases around.[46] That May, Winderbaum said work was nearly completed on the season and it was likely to be the studio's next animated project to be released;[16] this and a December 2024 release was confirmed in October.[45] The season will be part of Phase Five of the MCU.[47]

References

[edit]
  1. ^ a b c Flook, Ray (December 15, 2024). "What If…? Season 3 Episodes: Agatha Harkness, Howard the Duck & More". Bleeding Cool. Archived from the original on December 16, 2024. Retrieved December 15, 2024.
  2. ^ a b c d e f g h i j k l m n o p q r "What If Season 3 Final Production Brief". Walt Disney Studios. December 18, 2024. Retrieved December 19, 2024.
  3. ^ a b Maidy, Alex (December 22, 2024). "What If...? Season 3 TV Review: Marvel Studios' ambitious animated anthology comes to a thrilling conclusion". JoBlo.com. Retrieved December 22, 2024.
  4. ^ a b Mills, Christopher (December 22, 2024). "'What If...?' Season 3 Review: A Satisfying Conclusion... But Did It Need To End?". The Hollywood Handle. Retrieved December 22, 2024.
  5. ^ a b c d e f "Watch the Trailer for 'What If…?' Season 3". Marvel.com. November 11, 2024. Archived from the original on November 11, 2024. Retrieved November 11, 2024.
  6. ^ a b c Robinson, Tasha (November 11, 2024). "What If…?'s season 3 trailer gives the MCU its own Voltron and puts Mjolnir in Storm's hands". Polygon. Archived from the original on November 11, 2024. Retrieved November 11, 2024.
  7. ^ a b c d Milakovic, Robert (November 15, 2024). "Full List of Voice Actors for 'What If…?' Season 3 Revealed & There Are Some Interesting Names". Comic Basics. Archived from the original on November 16, 2024. Retrieved November 16, 2024.
  8. ^ Nolan, Liam (July 22, 2022). "SDCC: Marvel Studios Animation Panel Reveals Future of X-Men '97, What If and Marvel Zombies". Comic Book Resources. Archived from the original on July 22, 2022. Retrieved July 22, 2022.
  9. ^ Bradley, A. C. [@TheAshBradley] (July 22, 2022). "This is my final project @MarvelStudios!! It's been an adventure. All my ❤️ to our brilliant cast & crew! Can't wait for the world to see our work! #WhatIf #whatifseason2 #SDCC" (Tweet). Archived from the original on July 23, 2022. Retrieved July 29, 2022 – via Twitter.
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  19. ^ a b Fleming, Ryan (August 17, 2022). "'What If…?' Director Bryan Andrews On Creating The Evil Doctor Strange And How The Next Seasons Will Be "A Little Bit Wilder"". Deadline Hollywood. Archived from the original on August 17, 2022. Retrieved August 17, 2022.
  20. ^ Bennett, Tara (December 12, 2023). "What If...? Season 2: New Avengers Lineups, a 'Lost' Episode Revived, and Other Things We Learned". IGN. Archived from the original on December 13, 2023. Retrieved December 13, 2023.
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  22. ^ a b c d Loo, Egan (August 10, 2024). "Marvel's What If…? Season 3 to Assemble Avengers' Robot Mecha, Voltron-Style". Anime News Network. Archived from the original on August 11, 2024. Retrieved August 14, 2024.
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  24. ^ a b Bradley, Ollie (January 22, 2024). "Marvel's What If...? Season 3 New Images Reveal Sam Wilson, Monica Rambeau & More". Screen Rant. Archived from the original on January 22, 2024. Retrieved January 22, 2024.
  25. ^ Behbakht, Andy (August 11, 2024). "Marvel Confirms The Upcoming WandaVision Spin-Off Isn't The End Of Agatha's MCU Story". Screen Rant. Archived from the original on August 12, 2024. Retrieved August 14, 2024.
  26. ^ Kelley, Aidan (October 27, 2024). "Marvel's 'What If...?' Is Getting a Musical Episode for Season 3". Collider. Archived from the original on December 18, 2024. Retrieved November 7, 2024.
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  28. ^ Rastogi, Apoorv (December 16, 2024). "What If…? Season 3 Episode Titles Reveal a Twist to Eternals' Ending". Superhero Hype. Archived from the original on December 17, 2024. Retrieved December 17, 2024.
  29. ^ Power, Tom (November 12, 2024). "Marvel's first trailer for What If...? season 3 will feature a Disney Plus crossover episode with highly-rated show X-Men 97, sort of". TechRadar. Archived from the original on December 15, 2024. Retrieved November 12, 2024.
  30. ^ a b Deckelmeier, Joe; Hullender, Tatiana (December 20, 2024). "What If...? Director Bryan Andrews Mourns His Favorite Rejected Season 3 Pitches & Teases Marvel Zombies". Screen Rant. Retrieved December 20, 2024.
  31. ^ Deckelmeier, Joe; Hullender, Tatiana (December 20, 2024). "What If...? EP Brad Winderbaum Teases Captain Carter & The Watcher's Dynamic In Season 3 & The Future Of MCU Animation". Screen Rant. Retrieved December 20, 2024.
  32. ^ Sciretta, Peter (March 12, 2019). "Exclusive: Marvel Studios Producing 'What If' TV Series For Disney+". /Film. Archived from the original on March 20, 2019. Retrieved March 20, 2019.
  33. ^ Zalben, Alex (December 22, 2024). "What If…? Season 3, Episode 1 Voice Cast: Who's Who, From Moon Knight To Sam Wilson?". Comic Book Club. Archived from the original on December 22, 2024. Retrieved December 22, 2024.
  34. ^ Trajkovic, Katarina (August 14, 2024). "What If...? Season 3 Announcements Reveal Some Interesting Info". Game Rant. Archived from the original on August 15, 2024. Retrieved August 17, 2024.
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  36. ^ Freitag, Lee (November 11, 2024). "What If...? Season 3 Trailer Reveals Returning Villains, X-Men's Storm and Cowboy Shang-Chi". Comic Book Resources. Archived from the original on December 18, 2024. Retrieved November 11, 2024.
  37. ^ Young, Kai (November 13, 2024). "Every New Marvel Character Confirmed For What If Season 3". Screen Rant. Archived from the original on November 23, 2024. Retrieved November 13, 2024.
  38. ^ Dick, Jeremy (December 29, 2023). "What If...? Season 3 Gets First Look Trailer From Marvel". Comic Book Resources. Archived from the original on December 30, 2023. Retrieved December 29, 2023.
  39. ^ Anderson, Jenna (January 5, 2024). "Marvel's What If...? Casts Barbie's America Ferrera in Mysterious Season 3 Role (Exclusive)". ComicBook.com. Archived from the original on January 6, 2024. Retrieved January 5, 2024.
  40. ^ Omotade, Lade (November 14, 2024). "Natasha Lyonne Will Voice This Character in 'What If...?' Season 3". Collider. Archived from the original on November 14, 2024. Retrieved November 14, 2024.
  41. ^ a b Murphy, Charles (November 15, 2024). "Marvel Reveals Full Cast List for the Final Season of Its First Animated Series". Murphy's Multiverse. Archived from the original on November 16, 2024. Retrieved November 16, 2024.
  42. ^ Tangcay, Jazz (August 9, 2024). "'Captain America: Brave New World' Adds Composer Laura Karpman (Exclusive)". Variety. Archived from the original on August 12, 2024. Retrieved August 14, 2024.
  43. ^ Adams, Timothy (December 29, 2023). "Marvel's What If...? Reveals First Look at Season 3". ComicBook.com. Archived from the original on December 30, 2023. Retrieved December 29, 2023.
  44. ^ Bankhurst, Adam (July 11, 2024). "D23 2024 Will Include First Looks at X-Men '97 Season 2, Spider-Man Animated Series, and More". IGN. Archived from the original on July 11, 2024. Retrieved July 12, 2024.
  45. ^ a b Lussier, Germain (October 30, 2024). "Marvel Just Revealed Its TV Release Dates for the Next Year". Gizmodo. Archived from the original on October 30, 2024. Retrieved October 30, 2024.
  46. ^ Barnhardt, Adam (January 8, 2024). "What If..? Creative Team Updates Season 3 Status (Exclusive)". ComicBook.com. Archived from the original on January 9, 2024. Retrieved January 8, 2024.
  47. ^ Power, Tom (October 30, 2024). "Marvel Phase 5: new MCU movie and Disney Plus show release dates, confirmed cast lists, trailers, plot synopses, and more". TechRadar. Archived from the original on November 11, 2024. Retrieved November 9, 2024.
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