DISCLAIMER: This recap of What If…? episode three is riddled with spoilers. You’ve been warned. Proceed at your own peril. 

Welcome back, Marvel fans! This week’s episode of What If…? asks us this question: What if the Avengers fell before they could rise? While it’s not quite up to par with last week’s exciting outing, it’s still a fun, twist-filled episode with unexpected turns and heart-pounding action. In addition, it honors certain aspects of MCU flicks such as ThorThor: The Dark World, Iron Man 2The Avengers, etc. while retaining its originality. 

Ready to delve into episode three of Marvel’s What If…? Let’s get to it.

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We open with our venerable Watcher (voiced by Jeffrey Wright) preparing us for a new chapter in the multiverse. The events in this story take place on a Monday and end on a Friday. 

On Monday, Nick Fury (voiced by Samuel L. Jackson) and Natasha Romanoff (voiced by Lake Bell) attempt to recruit Tony Stark for the Avengers Initiative. He’s hungover as all get-out. Natasha injects him with lithium dioxide, which is supposed to alleviate his hangover symptoms. However, it kills him. 

Meanwhile, in New Mexico, Phil Coulson (voiced by Clark Gregg) finds Mjolnir. Natasha is arrested for murdering Stark, but Fury knows she’s innocent. Someone framed her, and obviously tampered with the lithium dioxide. Natasha is transported in an armored vehicle to a facility. But, because she’s Black forking Widow, she effortlessly beats the crap out of the S.H.I.E.L.D. agents within and breaks free. 

Photo of Nick Fury and Clint Barton in Marvel's What If...?

(L-R) Nick Fury and Hawkeye in Marvel Studios’ WHAT IF…? exclusively on Disney+. ©Marvel Studios 2021. All Rights Reserved.

Next, we see Clint Barton (voiced by Jeremy Renner) is also in New Mexico to inspect Mjolnir and its inexplicable appearance. During the night, a mysterious, unbelievably handsome man with a great head of hair incapacitates S.H.I.E.L.D. agents left and right. Clint observes as Thor easily picks up Mjolnir and brandishes it. 

In turn, Clint trains his arrow on Thor. Fury orders him to stand down, but the arrow is loosed anyway, ultimately killing Thor. Clint is thrown into a cell despite his assertion of his innocence. 

Then, Fury tries to question Clint in the latter’s cell. Suddenly, Clint keels over. Dead!

Naturally, Fury is suspicious — someone is targeting the Avengers. That means Natasha and Bruce Banner are next on the list. 

Later, at Culver University in Virginia, an incognito Natasha approaches Dr. Betty Ross, Bruce’s colleague who’s also infatuated with him. Betty won’t disclose Bruce’s whereabouts, but she will examine the syringe that killed Stark. 

Apparently, the antidote never left the syringe — almost as if a tiny projectile was fired from it. No lethal pathogens were involved, but perhaps it’s a product of nanotechnology. Hmm. 

Meanwhile, Nat finds Bruce (voiced by Mark Ruffalo) hiding in a cabinet in the school lab. 

In New Mexico, a bright light strikes the ground. Loki (voiced by Tom Hiddleston) appears alongside Lady Sif and an Asgardian army. Our god of mischief wishes to enact retribution for his brother’s death. Fury insists they’re on the same side: the murderer at large is also slaughtering Fury’s people. Perhaps they can work together?

Of course, this version of Loki’s a bit more vicious. He unleashes his frost giant abilities via The Casket of Ancient Winters and freezes everything. But before he can cause more harm, Sif urges Loki to listen to what Fury has to say. 

Photo of Loki and Sif in episode three of Marvel's What If...?

(L-R): Lady Sif and Loki in Marvel Studios’ WHAT IF…? exclusively on Disney+. ©Marvel Studios 2021. All Rights Reserved.

Then, General Ross, Betty’s father, arrives at the university in search of Natasha. All guns are pointed at her and Bruce. Bruce is struck by a bullet, and it’s Hulk time! He morphs into the angry green giant we all know and love. Unfortunately, Bruce literally overinflates and explodes. It’s … messy. 

Next, Natasha is sitting in a dark library steeped in research. She’s the last one standing. She wants access to S.H.I.E.L.D. files, so she calls up Coulson to retrieve his password. Here it is: “#stevestevesteveiheartsteve0704.” Clearly, it’s the best password to ever exist. Coulson’s Cap obsession lives on!

Now, Natasha discovers that a woman who died two years ago accessed confidential S.H.I.E.L.D. files. Suddenly, an invisible someone proceeds to beat the snot out of Nat. Really pummels her. Before she perishes, she leaves Fury a voicemail. “It’s all about Hope!” she exclaims. 

Then, at a diner in New Mexico, Fury incessantly replays Nat’s message. Coulson believes Fury will be the next target. In his car, Fury procures the Transmitter Pager he’s supposed to use to contact Carol Danvers. 

Later, Fury is in San Francisco visiting Hope Van Dyne’s grave. Hank Pym emerges from the mist. Hope was killed while working for S.H.I.E.L.D., and Hank never forgave Fury for his daughter’s death. 

It was Hank all along (Someone, call Agatha!)!

Next, we see how Hank managed to kill the members of the Avengers Initiative. It makes sense — he discovered the Pym Particles, after all. He can simply Honey He Shrunk Himself, and boom! Everyone dies. 

Suddenly, Fury and Hank square off in a graveyard battle. Countless Furys materialize before Hank, utterly confusing him. However, all the Furys are really Loki! He’s a trickster god for a reason. As Hank is arrested, Fury reassures him that nobody’s sacrifice is in vain. He’ll continue to honor Hope and everyone who dies for the greater good. 

The Watcher in Marvel's What If...? Series

The Watcher (voiced by Jeffrey Wright) in Marvel Studios’ WHAT IF…? exclusively on Disney+. ©Marvel Studios 2020. All Rights Reserved.

Presumably, Hank will be taken back to Asgard, since Loki craved his “pound of flesh.” 

But Loki decides to stay on Midgard a bit longer. He delivers a charismatic speech to the masses at the United Nations. Guess what? He’s taking over! World domination!

Later, Fury locates Captain America’s shield in the snow near Steve Rogers’ plane crash from over 70 years ago. Captain Marvel is standing behind him. She asks Fury where the fight is. 

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Firstly, I love hearing Gregg as Coulson beyond Agents of S.H.I.E.L.D.! I hope we see him again at some point. Secondly, Lake Bell really captures Natasha’s voice and essence. You can tell the What If…? team cares about the story they’re telling. The intricate detail here is a thing of beauty. 

There’s a murder mystery element to this episode that I dig. A “whodunit” of sorts. I wonder if we’ll get to see a continuation of this chapter i.e. with Captain Marvel’s arrival and Loki’s conquering of Earth. Regardless, I’m along for the ride. Hook, line and sinker. 

New episodes of What If…? are available to stream every Wednesday on Disney Plus. 

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