In the third episode of What If…? season 2, Happy Hogan (Jon Favreau) does a Die Hard. “What If… Happy Hogan Saved Christmas?” was written by A.C. Bradley & Matthew Chauncey and directed by Bryan Andrews.

The Watcher (Jeffrey Wright) appears amid falling snow. “Ah, isn’t this nice? No better time of year,” he says. Then he declares he’s going to tell us one of his favorite Yuletide stories. Avengers Tower appears inside a snow globe. The Watcher continues, “Twas the night before Christmas, and all through the Tower, the Avengers were fighting a brand-new superpower.” 

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The poem is interrupted as Iron Man (Mick Wingert) is thrown into the fireplace, knocking the stockings from the chimney. Iron Man asks Captain America (Josh Keaton), who is dressed like an elf, where Thor is. They’re joined by Natasha Romanoff (Lake Bell) as they battle an unfamiliar entity. The Watcher acknowledges that we’re probably wondering who this is. He says he should probably start a little earlier in the tale.

What If… Happy Hogan Saved Christmas? 

The Iron Legion puts a Santa hat on the Avengers Tower logo in What If... season 2.

WHAT IF…? Season 2. Photo: Disney+. © 2023 MARVEL.

“Dance of the Sugar Plum Fairy” plays as the Watcher backs the story up two hours. Hogan directs a pair of Iron Man drones as they drop a giant Santa hat onto the Avengers Tower logo. He’s contacted by Darcy Lewis (Kat Dennings) over a walkie talkie. Hogan reminds her that the line is only for emergencies. This is necessary because J.A.R.V.I.S. is being defragged. 

Darcy complains about the catering. Hogan says if Darcy wants college credit, she needs to trust his experience. Darcy assigns Hogan the codename “Puffin One.” Hogan sends Darcy on a mission to pick up maraschino cherries. After being bumped by passing drones, Hogan is approached by S.H.I.E.L.D. Director Maria Hill (Cobie Smulders). She’s wearing a snowman pin on her uniform. Hogan identifies this as “looking festive.”

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Hogan expresses security concerns. Hill says she’s counting on Hogan to pull off the party, in order to raise people’s spirits. It’s revealed she has the codename “Eagle One.” In the lobby, Darcy selects that one Mariah Carey song on loop for the party playlist. Meanwhile, Justin Hammer (Sam Rockwell) infiltrates the Tower disguised as a poinsettia delivery guy. He’s accompanied by Sergei (Isaac Robinson-Smith) and Rusty (Matthew Waterson), both carrying automatic weapons. They get into the Tower elevator.

The Watcher explains that Hammer was incarcerated after he nearly blew up the Stark Expo (see: Iron Man 2). Hammer had time to ponder his situation while in prison (see: All Hail the King). The Watcher continues that in this universe, Hammer had perhaps too much time to ponder.

Hammer Time 

Hammer, Sergei and Rusty arrive at the Stark Christmas party in the Tower ballroom. The henchmen fire their weapons, seizing the crowd’s attention. Rusty ganks a Stark Pad from an employee and hands it to Hammer. Hammer inserts a drive into the pad. An invasive code begins taking over the Avengers Tower systems. Hammer monologues about A Christmas Story as the takeover is completed.

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A klaxon alerts the drones to Hammer’s presence. They fly away from Hogan, who laments putting JARVIS offline. The drones arrive in the ballroom and surround Hammer. However, Hammer calmly reprograms them using his pilfered pad. He directs them to identity Stark employees as enemies. The Iron Legion’s eyes turn red as they turn away from Hammer and activate their weapons.

On the snowy streets of New York City, Darcy sings a carol to herself. She’s blissfully unaware of the events transpiring in Avengers Tower. Meanwhile, inside the Tower, Hogan turns a corner and comes upon Hammer, Sergei and Rusty. Hammer explains that they’re standing before a lab containing a sample of Hulk blood. Rusty uses a sledgehammer to begin breaking into the lab. Hogan informs Hill of Hammer’s plan. Hill says she thought Stark had gotten rid of all of the Hulk blood samples. Hogan says it’s a process.

Hammer leaves his henchmen and heads towards the elevator. Hogan hides on the elevator roof. He leaps from the elevator into an air vent, mumbling to himself as he does so. Elsewhere, Hammer gloats over one of Stark’s well-stocked bars. Maria arrives and shoots the bottle in his hand. He still uses it to pour himself a drink. 

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Hulk Blood 

Meanwhile, Hammer’s henchmen continue to work their way into the lab. Hogan attempts to search the lab from the ventilation system. He falls halfway out of the shaft, then almost drops his walkie. However, the henchmen can barely see through the glass and believe he’s a rat. Hammer detonates an explosion and gains the upper hand with Hill. But that’s when Hogan’s vent falls down, causing the lights in the lab to illuminate and revealing Hogan to the henchmen. They radio Hammer and inform him of security’s presence. Hammer realizes Hill was just distracting him.

In the lab, Hogan frantically searches for the Hulk blood. He locates a confetti arrow, followed by the syringe of Hulk blood. However, as he attempts to pick up the blood, the syringe plunges into his thigh. The Hulk blood is injected. His leg becomes more muscular, tearing out of his pants and shoe, and turns purple. Outside the lab, Hammer has arrived with the Iron Legion. They drones finally break the lab open for Hammer and his henchmen.

Hogan uses a chemical reaction to create a gaseous cloud and momentarily distract the encroaching henchmen. He escapes from the lab and radios Hill. Hill says her leg may be broken. Hogan says he has enough leg for the both of them. Hammer and his henchmen return to Hill’s location. Hill tells Hogan to stop Hammer before breaking her walkie.

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Hogan hides in a closet in an office as the Iron Legion drones search for him. Inspired by a poster on the wall, he resolves to call for help. But as he does so, one of his hands turns big and purple to match his leg.

Avengers Group Chat

First is Natasha Romanoff. She’s in the rafters above the stage where a performance of the Nutcracker is taking place. Romanoff is being held at gunpoint by a former HYDRA agent. They’re both dressed for ballet. Hogan asks if she needs help. Romanoff says she’s got this. The call is terminated.

Next Hogan calls Tony Stark. He’s dressed as Santa for a Stark charity event. After a quip, Stark excuses himself to rescue Steve Rogers from some handsy soccer moms. As the call is terminated, Hogan’s other arm transforms. 

Next Hogan calls Bruce Banner (Mark Ruffalo), who tells him to hold on. Banner is standing beside Clint Barton (Jeremy Renner). They’re in a toy store surrounded by screaming children. There are dozens of Hawkeye dolls on the shelves behind them. Barton is holding the last of the otherwise sold out Iron Man dolls above the grabby hands of the screaming children. 

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“Clint, I think we need to wrap this up,” Banner says. “The sun’s getting real low, pal. Like, super Winter Solstice kind of low.” Barton says it’s the last toy and his wife said to bring one home or not to come home at all. On the other end of the line, Hogan shouts that Barton should abandon the toy. But then Hogan accidentally crushes the puny phone between his giant fingers.

Con Air 

A drone has located Hogan inside the closet. Realizing the jig is up, Hogan uses his giant fist to punch through the door and incapacitate the drone. He celebrates the victory. Darcy contacts him over the walkie and reports she’s obtained the cherries. Hogan informs Darcy the Tower has been overtaken by terrorists. “Terrorists on Christmas,” asks Darcy. “What is this, Con Air?” Darcy and Hogan trade several additional Die Hard jokes.

Hogan tells Darcy that all the Iron Man suits are under Hammer’s control. Darcy asks why he’s informing her, and lists several alternative options for JARVIS to call. Hogan points out that JARVIS is defragging. But then he says Darcy is a genius. He says they must head to the sub-basement where the mainframe is located. Then they can bring JARVIS back online and take control of the building and everything inside it.

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Unfortunately, that’s when Hammer’s henchmen locate Hogan. They begin firing on him as they chase him into the Avengers Tower costume room. Hogan breaks through the window of the Tower and uses a ream of fabric as a tether to escape from the henchmen. But as he breaks through the windows below and smashes through the walls of the Tower’s lower level, his Hulk transformation becomes complete. 

A dramatic version of “Jingle Bells” plays as he stands, revealing his new Hulking form. Hogan punches a punching bag so hard it disintegrates. Meanwhile, a sweeping version of “Joy to the World” plays as Darcy gains access to the impressive Tower mainframe. The henchmen locate Hogan and learn of Darcy’s presence. But Hammer tells them to return to him at the top of the Tower, to “make them come to the Hammer.”


Darcy communicates with Hogan over the walkie as she looks through the backup A.I. system. These include “F.R.I.D.A.Y.” Hogan tells her to just pick one, and she selects “W.E.R.N.E.R.” But an explosion interrupts Darcy. Hogan can’t raise her on the walkie. Instead, Hammer appears on the walkie. 

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Hammer says, “The only difference between a hero and a villain is good PR. See, redemption in this country isn’t about penance, it’s about rebranding.” Hammer says the Hulk blood was his chance and blames Hogan for stealing it. He further reveals his henchmen have captured Darcy. Hammer tells Hogan not to be a hero. Hogan tells Hammer to turn the elevator on because he’s coming up. Then he smashes his puny walkie.

At the top of Avengers Tower, Hammer opens the Avengers’ presents. Hilariously, Stark got Rogers socks with Iron Man on them. The elevator doors open. Assuming Hogan within, Hammer orders the drones to fire on the figure inside. But its just a mannequin with a sign reading, “Let it snow!” The sign is pinned to the mannequin by the confetti arrow. This promptly explodes in multicolored confetti.

Hill asks why the floor is shaking. The cause is revealed to be Hogan, who bursts through the floor. Hogan begins battling the drones, who succumb to his smashing. Hammer’s henchmen turn tail and run. Using his stolen pad, Hammer locates the Tower armory and heads in that direction. After finishing off the drones, Hogan frees Hill and Darcy from their restraints. Hogan tells them to reboot JARVIS as he heads off to find Hammer.

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What If… Hogan Nailed the Hammer?

Hogan’s pursuit of Hammer is interrupted by a few dozen drones. But Hogan handles the Iron Legion with no problem. He bursts into the room where Hammer is waiting. Hammer calls him “Hulk Hogan” and seems unconcerned. He presses a button and the Hulkbuster armor descends from orbit. Darcy mistakes this as Santa. Hogan backs up as the Hulkbuster forms around Hammer.

Hill tells Darcy they need to upload JARVIS immediately. This will allow them to take control of the Hulkbuster suit. The battle between Hammer and Hogan moves to the same location as Darcy and Hill. Darcy declares it to be the worst internship ever. “The Twelve Days of Christmas” can be heard as the battle crosses in front of a Christmas tree. Hammer manages to launch Hogan out of the building and into the sky. The break in the battle allows him to see that Darcy and Hill are up to something. Fortunately Hogan lands on him as he begins to approach the JARVIS-uploading duo.

This only temporarily incapacitates the Hulkbuster, however. The battle soon resumes. Darcy overcomes a system error by using a trick she picked up at a previous internship (control + alt + delete). They manage to upload W.E.R.N.E.R. (Ross Marquand), who sounds just like Werner Herzog. Hill instructs WERNER to deactivate the Veronica Hulkbuster protocols. Unfortunately, all WERNER does is monologue. Hill tells Hogan he’s on his own.

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The battle between Hogan and Hulkbuster rages on. Fortunately, Hogan appears to gain the upper hand. He beats the Hulkbuster down to the ground. A spotlight appears. A quinjet lands. It’s the Avengers. Sadly they misjudge the situation and believe Hogan to be a monster eating one of Stark’s innocent suits.

What If… The Avengers Fought Hulk Hogan?

Iron Man (Mick Wingert), Bruce Banner (Mark Ruffalo), Clint Barton (Jeremy Renner), and Black Widow (Lake Bell) leap into action Age of Ultron style in What If...? Season 2 Episode 3.

WHAT IF…? Season 2. Photo: Disney+. © 2023 MARVEL.

The Avengers leap into holiday action (in the style of Avengers: Age of Ultron). Hogan is knocked off of the Hulkbuster by the combined efforts of the Avengers. Cap asks Banner for help but Banner assures them they’ve got this. Iron Man asks after the location of Thor. Cap wonders if their opponent is Happy. The Avengers have Hogan on the ropes. But Darcy jumps between them and reveals Hogan’s identity.

Darcy reiterates that Hogan is the good guy. Then she indicates that the Hulkbuster is the bad guy. Iron Man presses a button on his arm and the Hulkbuster armor falls to pieces around Hammer. Hogan growls at Hammer, who falls out of the window. However, before he can fall too far, Hogan grabs him. Hogan leaps back up with Hammer to join the Avengers.

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Hogan apologizes to Stark for ruining the party. He says he’s sure insurance will cover most of it. Stark says Hogan is all the insurance he’ll ever need. Hogan asks if he has a cure. Stark laughs and calls for a round of applause for his head of security. The Watcher’s poetic narration returns. He says the Tower was safe and secure. Then, Thor (Chris Hemsworth) finally arrives. He realizes he missed the party. At the end of the credits, an extended version of the Good Queen Darcy carol plays.

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

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