WHAT IF…? Recap: (S02E02) What If… Peter Quill Attacked Earth’s Mightiest Heroes?

Avery Kaplan

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T’Chaka (Atandwa Kani), Howard Stark (John Slattery), Bill Foster (Laurence Fishburne), Peggy Carter (Hayley Atwell), Wendy Lawson (Keri Tombazian) and Hank Pym (Michael Douglas), aka Earth's Mightiest Heroes, in What If...? season 2 episode 2.

In the second episode of What If…? season 2, a young Peter Quill (Mace Montgomery Miskel) attacks Earth’s mightiest heroes! This episode was written by Matthew Chauncey and directed by Bryan Andrews.

RELATED: Read our recap for yesterday’s episode, “What If… Nebula Joined the Nova Corps?”

An unidentified object approaches Earth. Over comms, Peggy Carter (Hayley Atwell) instructs a trio of fighter jets to engage the object. She emphasizes it cannot be allowed to enter United States airspace. The jets fire upon the object. This causes it to go down in 1988 New York City. The egg-shaped craft comes to a stop in front of Grand Central Terminal. Dozens of cops arrive and level their weapons at the glowing egg. A child with glowing eyes emerges from the wreckage.

The Watcher (Jeffrey Wright) appears over the skyline and informs us this is Quill. The Watcher observes that Quill is a child of Earth. However, the pain and loss he has experienced now threatens his home planet (and the rest of the universe). Quill’s eyes glow as he destroys several cop cars. 

What If… Peter Quill Attacked Earth’s Mightiest Heroes?

In narration, The Watcher explains that six months earlier, the Ravagers were sent to abduct Quill from Earth. In the prime timeline, Quill’s abductor couldn’t bring himself to turn the child over and instead raised him as his own. But in this timeline, Yondu had no change of heart, and turned Quill over to his father, the Celestial called Ego (Kurt Russell).

Immediately upon meeting Quill, Ego disintegrates his Walkman, a gift to Quill from his mother. Ego explains “the expansion” to Quill. This was the same strategy he wanted to utilize in Guardians of the Galaxy Vol. 2. Essentially, Ego wants to remake the universe in his image. And Quill’s presence gives him the power he needs to accomplish his goal.

RELATED: Everything to Remember Before Guardians of the Galaxy Vol. 3

On Earth in the present day, Quill’s eyes glow as he walks amid the destruction. In the command room for Project: Pegasus, the S.H.I.E.L.D. Western Division Headquarters, Carter delivers a briefing. She tells Howard Stark (John Slattery) that they’ve retraced Quill’s steps through several nearby solar systems. They’ve all been destroyed by cosmic radiation within twenty-four hours of his arrival.

The pair trade a few quips about Tony and MTV. But Carter quickly convinces Stark they need to assemble Earth’s Mightiest Heroes to deal with the threat.

Earth’s Mightiest Heroes, 80s Style

Elsewhere, Hank Pym (Michael Douglas), aka Ant-Man, serves dinner to his daughter, Hope van Dyne (Madeleine McGraw). Hope protests that there’s no serving of vegetables (potato chips aside) before leaving the table. The phone rings and Pym picks it up. He hangs up against Stark’s protests. But when Stark calls back a second time, Pym listens. Stark tells him to look at the TV. Pym sees what Hope is already watching: footage of the spaceship crash in NYC.

Pym tells Stark to send the plane. Stark says he’s one step ahead of him. The sound of a jet flying over the house can be heard. Soon Pym and Hope arrive at Pegasus HQ. Hope is awed, but Pym underscores that he no longer works there. They’re greeted by Dr. Bill Foster (Laurence Fishburne), aka Goliath. Foster says it must be bad if they’re calling him and Pym in. While Foster is critical of Pym’s decision to bring Hope, Carter arrives and tells them to stop fighting.

RELATED: TV Review: Marvel’s Moon Girl and Devil Dinosaur 

Next arrives King T’Chaka (Atandwa Kani), aka Black Panther. Carter notes that Wakanda doesn’t often involve themselves in world affairs but they’ve made an exception for extraterrestrials. Stark greets the king and says T’Chaka’s father was an ally during World War II. This was the source of the vibranium used to make Cap’s shield.

Next, The Winter Soldier (Sebastian Stan) arrives. Carter is shocked by his similar appearance to Bucky. Stark says even if the rumors are true, that person isn’t Bucky anymore. 

Travel by Air

Reports indicate Quill is heading towards Coney Island. Outside the facility, Carter introduces Dr. Wendy Lawson (Keri Tombazian), with the U.S. Air Force. Lawson is heading the joint research into the Tesseract, which has just been loaded into Lawson’s ship. In spite of her USAF association, Lawson wears a Kree Starforce uniform. This is observed by Pym and the others. Lawson says it’s a long story and she’ll explain on the way.

When they arrive at Coney Island, fires are burning around the abandoned attractions. Quill approaches a carnival game. T’Chaka questions how threatening Quill could be. Quill uses his powers to telekinetically pluck one of the stuffed trash pandas raccoons from the prize wall. Then he burns the game stall. T’Chaka admits he sees the threat.

RELATED: Movie Review: Guardians of the Galaxy Vol. 3

Meanwhile, Lawson arrives at the crash site and prepares to disable the ship. Foster reveals he can reach previously unimagined size. He towers over the amusement park’s roller coaster. Earth’s Mightiest plan to ambush and trap Quill. Pym brushes off additional assistance as he approaches Quill. He shrinks, jumping amid the park trash to approach the Tilt-a-Whirl. Soon Quill is fleeing from Pym’s legions of ants. Lawson says the advanced tech of the ship will take her a minute to crack. Pym guides Quill into the fun house.

Lasers activate and slice up Quill’s stuffed raccoon. T’Chaka appears amid the mirrors and tells Quill that resistance will only make things more difficult. But Quill uses his powers to blow up the funhouse, sending T’Chaka flying away from the wreckage. 

Resistance: Not So Futile

Quill pursues T’Chaka, firing energy blasts at him as he leaps across the park. Foster attempts to trap Quill inside a water tower. However, Quill bursts out and sends a blast at Foster, too. Carter arrives in their ship but Lawson, who has activated Quill’s ship, cautions her that a Tesseract explosion could destroy the planet. Quill’s energy blast destroys the egg-ship. Fortunately Foster catches Lawson as she falls.

Dr. Wendy Lawson/Mar-vell (Keri Tombazian), Bill Foster/Goliath (Laurence Fishburne), Black Panther/King T’Chaka (Atandwa Kani), and Hank Pym/Ant-Man (Michael Douglas) face off against Peter Quill in What If...? season 2 episode 2.
Photos: Disney+. © 2023 MARVEL.

The team has been outmatched by Quill. They attempt to flee in their ship. But Quill’s powers have them trapped. However lightning heralds the arrival of Thor (Chris Hemsworth). Quill mistakes him for “the dude from Van Halen.”

RELATED: Everything to Remember for The Marvels

Soon Quill is locked in a chamber similar to the one used for Loki in The Avengers. Thor explains that he has followed Quill to Earth. This is after the armies of the other eight realms had fallen. Thor states he swung by Missouri on the way to Coney Island. There he picked up Ego’s Celestial seedling. The seedlings are the fuse of Ego’s expansion, but the fuse must be lit. This is Quill’s purpose in Ego’s plan. However, only an entity of Celestial origin can penetrate the seedling.

Meanwhile, Hope is listening to “Never Surrender” by Corey Hart on her Walkman. She uses Pym’s ID card as she dances through the facility and arrives at Quill’s cell. Hope pulls out the headphones so Quill can hear the music. Quill says the song is one of his mom’s favorites. Hope says it was one of her mom’s favorites, too. Quill shares that he’s from Missouri.

A Quill in Need

A klaxon alerts Earth’s Mightiest to a security breach in the facility. They suit up and leap into action. Meanwhile, Hope carries a shrunken version of Quill’s cell through the halls. Hope releases Quill from the facility and tells him the location of a nearby bus stop. Then she insists he take her Walkman. Pym arrives after Quill has left. He asks if Quill hurt Hope. Hope says Quill is just a kid who is trying to get home.

Soon, Hope is explaining the situation to Earth’s Mightiest. She says Quill is innocent and it’s his father who is dangerous. However, Thor says Quill must be punished. Foster says he should be studied. The Winter Soldier says he should be killed. Thor says his logic is sound. But Hope says Thor is here to do the right thing. She insists Quill is one of the people who needs to be helped. Appealing to Pym, she says that’s what her mother would have done.

RELATED: Movie Review: Ant-Man and the Wasp: Quantumania

Meanwhile, Quill listens to the Walkman as he travels by bus to Missouri. On his home planet, Ego wonders why he can’t contact his son. Ego’s computer (which speaks in Ego’s voice) informs Ego that the ship crashed on Earth. So Ego resolves to finish what Quill started himself.

At Pegasus HQ, the seedling begins to activate. Foster asks Thor if it’s supposed to be doing that. Thor says it must mean Ego is nearby. Another alien vessel about to make landfall is detected.

Ego vs. Earth’s Mightiest

Ego arrives in the desert outside the Pegasus facility. The team plans to pit Pym versus Quill. Meanwhile, Quill arrives at his mother’s grave. Lawson questions whether a son will be so willing to fight his father. Pym laughs and says, “You’re not a parent, are you, Wendy?”

As Ego walks through the desert, the rocks begin to lift off the ground and hover around him. Ego demands the return of the seedling. Thor attempts to attack Ego but Ego uses the ground to deflect him. Ego says he plans to make every part of the Earth into him. Earth’s Mightiest are surrounded as Ego golems rise out of the ground and attack them. All of the heroes make valiant attempts to push back, but there are a seemingly endless number of golems. Next Ego makes a mountain rise out of the Earth and surround him.

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Carter radios Stark to tell him they need to get the seedling to a safe place. Stark attempts to radio the Winter Solider. But the Winter Solider is in the Missouri graveyard, targeting Quill. Lawson says she can restrain him while Pym subdues him. But Pym says they’re dealing with an eight-year-old. “If we want to make him help, we have to make him want to.” The Winter Solider informs his handler (Gene Farber) that the Americans have located Quill. His handler asks if he’s ready to comply.

Pym approaches Quill and introduces himself. Quill says everything that’s happening is Ego, not Quill.

The Winter Soldier’s Dilemma 

Meanwhile, Earth’s Mightiest are doing their best against the Ego golems. Elsewhere, Quill tells Pym that without his mom, Earth doesn’t feel like home anymore. The handler orders the Winter Solider to fire on Quill. However, Stark has intercepted the transmission and is now the only one talking to the Winter Solider. Pym tells Quill that since they lost Hope’s mom, their home hasn’t felt like home, either. He continues to empathize with Quill as Earth’s Mightiest are overwhelmed by Ego’s golems. Pym says they don’t need to drown in grief. Those around them can pull them out.

Meanwhile, Stark attempts to convince the Winter Solider to stand down. He evokes Steve Rogers and says Steve’s friend Bucky would never take that shot. Tendrils of energy emerge from Ego Mountain and move toward Pegasus HQ. Pym asks Quill to come back with them and join their family. Stark pleads with Bucky. As Pym hugs Quill, Bucky stands down.

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Unfortunately, the base has been compromised. The seedling is yanked out of the building by the tendrils and pulled back towards Ego Mountain. Lawson’s ship arrives just in time. Quill and Pym drop out of the ship riding on one of Pym’s ants. They snatch the seedling out of the air and then fly into Ego Mountain.

Soon, they are confronting Ego. Ego tells Quill that in time he’ll understand that everything dies, except for them. Quill says he thought Ego loved Quill’s mother. But Ego reveals that while he loved Quill’s mom, she had to die so the expansion could take place.

What If… Star-Lord Fought Ego?

Quill is appalled that Ego killed his mother. Ego underscores that Quill doesn’t have the power to destroy Ego. Quill acknowledges this, but says Ego has the power to destroy himself. And with the seedling, some of Ego’s power can live on in Quill. Ego says deep down he always knew Quill would be a disappointment. He says Quill really is human, after all. Quill counters that his mom says “Deep down, [he’s] a Star-Lord.” Then he fires Ego energy at his father.

Quill screams. Ego Mountain explodes. The shockwave disintegrates the Ego golems. As the dust clears, Quill’s eyes stop glowing. Pym hugs Quill. Later, Earth’s Mightiest gather at Pym’s house and celebrate their victory. Lawson passes Goose the Flerken on to Quill and Hope. Stark reveals the Winter Solider has disappeared. However, he says he believes “Bucky Barnes is out there with him.”

RELATED: Catch up with all of our What If…? Recaps here.

Eventually, Thor thanks them for the victory banquet. However, he says that while Ego’s corporeal form was destroyed, Ego’s planet still lives. Thor must avenge those they’ve lost. But the rest of Earth’s Mightiest are offended that Thor is acting like they won’t join him. Thor suggests the team suit up.

Soon Earth’s Mightiest Heroes – including Quill, Hope and Goose – walk toward the camera in a climactic final lineup.

The first two episodes of What If…? season 2 are currently available for streaming on Disney+, with new episodes daily through December 30.

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Avery Kaplan

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