DISCLAIMER: This recap of the What If…? episode “What If… Ultron Won?” is riddled with spoilers. Proceed at your peril. 

Welcome back, Marvel fans! We’ve reached penultimate episode territory for Marvel’s What If…? Season One, and all the sh*t has hit the fan. “What If… Ultron Won?” boasts a few tricks up its sleeve, from the Watcher unexpectedly teaming up with dark Doctor Strange to stop Ultron and Ultron effortlessly defeating Thanos. 

It’s a creative endeavor that succeeds in telling a compelling, vibrantly animated story complete with multiverse-rocking stakes. Ultron might not be the first to acknowledge the Watcher’s presence, but he is the first to challenge it. 

Ready to delve into “What If… Ultron Won”? Let’s get to it. 

RELATED: What If…? Recap: (S01E07) What If… Thor Was an Only Child?

We open with the Watcher (Jeffrey Wright) revealing this particular tale breaks his heart. 

Natasha Romanoff (Lake Bell) is speeding through snowy debris while being pursued by Ultron’s sentries. Tony Stark created Ultron in this universe, but the Avengers don’t prevail over him. Instead, Ultron fuses with Vision’s vibranium body to become unstoppable. 

Photo of the Watcher in Marvel's What If...? episode "What If... Doctor Strange Lost His Heart Instead of His Hands?"

The Watcher (voiced by Jeffrey Wright) in Marvel Studios’ WHAT IF…? exclusively on Disney+. ©Marvel Studios 2021. All Rights Reserved.

Clint Barton (Jeremy Renner) also fights off the Ultron sentries, looking like Ronin while sporting a metal arm. After defeating this batch of sentries, Natasha and Clint head into the KGB headquarters for answers. 

In a flashback, we see Ultron’s conception, rise to omnipotence, merging with Vision and Ultron decimating Earth. 

Not only that, but we see Ultron (Ross Marquand) seamlessly destroy Thanos and swipe the Infinity Stones in one fell swoop. He gains a snazzy upgraded suit and weapon. Thus, the actual age of Ultron commences. 

So, Ultron revives his sentries and embarks on a mission to bring “peace” to other worlds. Firstly, he wipes out Asgard. Then, The Sovereign, wherein the Guardians of the Galaxy valiantly fight back. Next on the list — Sakaar (we see Korg and the Grandmaster). Ultron even destroys Ego and Xandar (home of the Nova Corps). 

When Ultron finally feels at peace, Captain Marvel (Alexandra Daniels) arrives with fists of fury. Unfortunately, Ultron overpowers her too. 

Later, while standing amid a silent universe, Ultron senses the presence of the Watcher. He states aloud that “there are universes beyond my own.” Naturally, he seeks to conquer them. Of course, Ultron’s awareness frightens the Watcher. 

Meanwhile, Natasha and Clint search for solutions in the KGB’s extensive archives, and Natasha pulls out a Russian vibranium shield a la Captain America. The Watcher reminds us that he swore an oath to refrain from interference, so he urges our heroes to find the answers themselves. Natasha procures a file for Armin Zola, and the pair set out to Siberia to enlist Zola’s aid. 

Next, Ultron tracks down the Watcher, and the pair square off. It’s unprecedented, folks — unprecedented!

Natasha and Clint arrive in Siberia at the HYDRA base that monitors Russia’s Super Soldier Program. Well, at least it did. Armin Zola (Toby Jones) speaks to them via the data bank he uploaded his brain. After Natasha explains why they need his help to defeat Ultron, Zola agrees to the task at hand. 

Then, Natasha calls the Avengers Tower and connects with Ultron. Perceiving her to be a threat, he sends his sentries to Siberia. Natasha and Clint set the computers on fire.

Photo of Vision becoming Ultron in What If...? Season 1 Episode 8 What If...? Ultron Won?

Vision becoming Ultron in Marvel’s WHAT IF…? exclusively on Disney+.

Suddenly, a bevy of sentries barge in, and Clint and Natasha destroy as many as they can. Natasha shoots an arrow into one of the sentries and drags it into a secure (for now) location. The said arrow contains Zola’s brain, which uploads into the sentry. The objective is to connect with Ultron’s hive mind, thereby eradicating his influence. 

Unfortunately, Zola fails to sway the Ultron sentries. Meanwhile, the door standing between our heroes and the villains breaks down. Clint shoots an arrow that creates a force field to contain the oncoming sentries. But it’s not strong enough to hold for long. 

Clint slips, and Natasha catches him, providing the perfect mirror to Natasha’s death in Avengers: Endgame. Clint urges her to let him go — he’s tired of fighting. Natasha does, and he falls into the horde of sentries, but not before lighting up a few more on his way down. 

After Natasha and Zola escape, Zola reveals the plan didn’t work because Ultron isn’t in “the observable universe.” 

Later, we see Ultron facing off against the Watcher, and for the first time, we’re privy to the Watcher’s vast abilities in action. The Watcher even dons a new suit for the fight. The duo flies through alternate universes amid their brutal battle, including a universe where Steve Rogers is swearing-in as the President. 

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

The Watcher (voiced by Jeffrey Wright) in Marvel Studios’ WHAT IF…? exclusively on Disney+. ©Marvel Studios 2021. All Rights Reserved.

Ultron chastises the Watcher for never interfering with alleviating the suffering of those he watches. When it looks like Ultron might succeed in killing the Watcher, the Watcher unleashes a counterattack, giving him a moment to flee. 

Next, dark Doctor Strange (Benedict Cumberbatch) approaches a forlorn Watcher. DDS takes responsibility for his destructive actions and proposes the duo joins forces to eliminate Ultron once and for all. 

RELATED: Catch up on all the alternate madness with our What If…? recaps!

“What If… Ultron Won?” presents exciting possibilities and unique scenarios. I love a Natasha/Clint team-up, and it’s great seeing them work together again. Natasha tossing around that shield is an incredible moment too. 

Natasha getting away almost feels like an alternate ending to Avengers: Endgame — she finally survives! Think How I Met Your Mother fans getting the closure they deserved instead of that awful original outcome. 

Additionally, seeing what the Watcher is capable of made for some fun fight sequences. The visuals are stunning in this episode.

Now, judging by the What If…? midseason trailer, we’ll see a resolution to the zombies and party Thor storylines. It also looks like we’ll see Captain Carter and Gamora donning her dad’s armor. 

I’m curious to see how it all ends. 

What If…? debuts its season finale Wednesday, October 6, only on Disney Plus. 

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