Disney+’s animated exploration of what could’ve been continues to intrigue in Season 2, but not all episodes are created equal.
With What If…? Season 2, the time seems right to take a look at both seasons and rank them for your entertainment. Is it wrong to rank art? Possibly, but we’re of the mind that something that feels this good can’t possibly be bad.
On that note, let’s not waste a moment more and start counting down from worst to best. The Watcher (Jeffrey Wright) hates to be kept waiting!
18. … Happy Hogan Saved Christmas?
What a fun premise. What a disappointing execution.
While nearly any excuse to bring back Sam Rockwell’s dancing would-be master of the universe Justin Hammer to the MCU would be welcome, does it have to be this underwhelming?
The problem here is that once you get past Rockwell’s talent for putting a smirking spin on every line, there aren’t really any good jokes. There are lines structured like good jokes, but they lack strong punchlines. Kat Denning, as perennial intern Darcy Lewis, has a similar skill with selling the weak sauce as Rockwell, but it isn’t enough.
The Watcher sticking around for Thor’s (Chris Hemsworth) humiliation is a nice bit, though.
17. … Iron Man Crashed into the Grandmaster?
There’s some inspired silliness from Jeff Goldblum as Grandmaster and Taika Waititi as Korg here, but enough to shake the general feeling of “in an infinite universe of possibilities, why would The Watcher bother watching this particular story unfold?” It isn’t bad, exactly, just…bland.
The biggest problem is how the episode fails to sell its central premise that Iron Man can inspire the population of Sakaar, Valkyrie (Tessa Thompson), and Gamora (Cynthia Kaye McWilliams) to change their lives radically. He does, but the action we see never sells us on the why. Mick Wingert is a fine enough mimic of Robert Downey Jr’s cadence as Tony, but the script never gives him a big enough moment to sell his transformative powers. The postlude especially feels entirely unearned as a result.
16. … Zombies?!
Zombies, as the television and cinematic boogieman of this particular era, had already overstayed their welcome by the time this episode came out. Strike one against it.
Even as a certified zombie hater, I recognize there are four things that good zombie stories can give the audience: terror, gore, heroic sacrifices, and dark humor. As a cartoon, gore isn’t really on the menu. While the train sequence has a certain adrenalized appeal, it doesn’t come close to terror, even for this notorious coward.
The episode does fare better on the last two, although neither is a complete success. The head of Scott Lang (Paul Rudd) has a certain delightful quality, but nothing here comes close to the sick laughs of the comic book series(es). The heroic sacrifices largely work, but there’s about one too many, and a sense of diminishing returns sets in fairly quickly.
It’s worth noting this is the second episode of the first season in which Dr. Hank Pym’s (Michael Douglas) actions seriously mess up a timeline. That doesn’t jive with the MCU’s version of the character but definitely fits the comic book version, whose most defining characteristic is that he’s a professional and interpersonal screwup to the nth degree.
15. … Ultron Won?
An “all hope is lost” superhero story that ends up essentially living up to that thesis statement is a rarity, so a big part of the fun here is watching Hawkeye (Jeremy Renner) and Black Widow (Lake Bell) try their best and still meet a world-ending defeat.
The meta element of Ultron (Ross Marquand) noticing The Watcher (or the viewer, if you prefer, wink wink) and slipping the chains of his existence to run roughshod on the multiverse is fun. Still, it quickly reveals itself to be a kind of empty fun. There’s no further substance to it, no more significant theme. That’s a bit of a letdown.
Nonetheless, it grabs points for characterization. The mentally exhausted Hawkeye is an unusual version of not just the character but any hero in the MCU. Even Tony Stark, at his worst, never gave off this sense of being ready to lay down. Giving the MCU an Ultron worthy of its source material counterpart, frightening and competent without a trace of joke-cracking, also works quite well here.
14. … Doctor Strange Lost His Heart Instead of His Hands?
While there’s some to recommend this episode, a flaw at its heart makes it difficult to embrace. Like Doctor Strange in the Multiverse of Madness, this installment asks the audience to believe that Dr. Strange’s (Benedict Cumberbatch) relationship with Christine Palmer (Rachel McAdams) is the kind of romance that transcends space and time because their connection is so powerful. Nothing in the MCU before this makes that feel true. This episode, try as it might, can’t sell it either.
As a result, Strange’s “damn the consequences” behavior never feels as emotionally understandable as the story demands. It’s a bit like one breaking the world on behalf of their high school sweetheart. Sure, there may have been love there, but can you honestly claim it was the kind of love worth rewriting the whole of existence over?
What keeps the episode this high on the list is how convincingly and for how long it sells its nonsense despite all that. The audience will inevitably ask themselves questions, and it will cause the story to collapse. That said, the voice acting and escalating stakes keep those questions at bay much longer than one would think possible. Further, this one gets a nice boost from its ending, which is the kind of “our heroes trapped in a tragedy” sendoff that the best “What If…” stories excelled at.
Of course, it must also be said this episode’s title is the worst of the first season.
13. … Peter Quill Attacked Earth’s Mightiest Heroes?
Another take on “What if… Avengers, but slightly different?” In this case, “What if…Avengers, but 20 years earlier?”
As superhero action goes, it’s pretty generic. Quill (Mace Montgomery Miskel), as a half Celestial kid, is formidable but pretty generic when he’s the story’s seeming antagonist. Then, when Ego shows up as the true baddie, well… Voice work from Kurt Russell is fun, but the Ego design feels weirdly off-model. Worse, he never seems like a real threat. He’s undeniably powerful, but there’s no sense of dramatic tension.
What elevates the episode, however, is the interpersonal. Specifically, seeing how Quill’s early arrival would “save” Hank from his worst impulses, thus improving his life, Hope’s (Madeleine McGraw), and, ultimately, Quill’s. The episode ends up a covert entry in one of the second season’s themes—Steve Rogers as an inspiration—when Howard Stark (John Slattery) talks the Winter Soldier (Sebastian Stan) down.
For a weirdo fan of Captain Marvel like myself, it is also a bit of fun to see Dr. Wendy Lawson (Keri Tombazian) as a proto-Marvel.
12. … the World Lost Its Mightiest Heroes?
This is an “idea works better than the execution” kind of episode. On paper, a locked-down mystery among superheroes with Black Widow as both the investigator and framed suspect sounds rather excellent. In practice, however, this installment proves too fast-moving for its own good. The speed overwhelms the kind of tension this story thrives on. The audience gets neither a chance to worry about who might be next nor to try and solve the mystery on their own.
Loki (Tom Hiddleston) as the vengeful little brother is an interesting alternate take on the character. Similarly, how that leads him to team up with Nick Fury (Samuel L. Jackson) and then alter the terms of their agreement feels totally a Loki move while still having an element of surprise. Neither that nor the epilogue that suggests an intriguing future for this timeline overcomes the episode’s weaknesses, though.
11. … the Avengers Assembled in 1602?
While the title invokes the alternate Marvel Universe Neil Gaiman created back in 2003, in practice, it feels more like the Kurt Busiek-written/George Perez-drawn storyline that saw the Avengers sent back to Arthurian times. Or it does to this longtime comic book fan, at least.
Another meditation on Peggy Carter (Hayley Atwell) and Steve Rogers (Josh Keaton) being both two forces invariably drawn to one another AND destined never to have enough time, this one works much better than Hydra Stomper from earlier in the season. Not sure how it is exactly, but the Captain Carter and Steve Rogers of this episode have better chemistry, despite being voiced by the same people.
Besides the surprising kick of heartbreak at the episode’s climax, what sells this one is the humor. Rudd playing Scott Lang almost entirely like his contemporary incarnation, Hiddleston making Loki into a vainglorious failson convinced of his own acting talent, and Jon Favreau pushing Happy Hogan fully into pompous bootlick territory give the story its juice.
10. … the Watcher Broke His Oath?
The problem with “The Watcher intervenes” stories is once he does it, you can’t help but wonder how he could’ve waited this long AND why he just won’t do it all the time going forward. This is especially true if you are any kind of Marvel Comics fan, as you’ve undoubtedly seen The Watcher tread these boards before.
Metatextual analysis aside, though, this episode is a satisfying conclusion to the season. I’m a sucker for pulling a team of disparate members together to either save the world or steal something. This one has both! The squad’s mix ‘n match nature yields some intriguing chemistry even if the inevitable traitor can be spotted a mile away.
Despite the “let’s smash the action figures” nature of the plot, this What If… still makes room for some emotional beats. The relationship between Captain Carter and the dead Earth’s Black Widow hits a surprisingly poignant note in the season’s loudest episode.
9. … Captain Carter Fought the Hydra Stomper?
In some ways, this is the first “real” episode of What If… season 2. Here’s where the larger arc finally appears: Captain Carter, multiversal traveler. It also properly reveals season two’s biggest themes—Carter will always do the right thing even if it means losing out on what she wants, and Steve Rogers is an inspiration no matter his role in any given alternate world.
All that said, Bell’s Black Widow is the real star of this episode. Bone dry and cool as a cucumber, she still registers real human emotion, particularly when faced with her “mom,” Melina (Rachel Weisz). Of all the voice swaps across the two seasons, Bell has acquitted herself as the best at both capturing the character’s live-action interpretation and putting her own stamp on it.
Mostly a bruised knuckles and bullets flying kind of installment, the action works, particularly in the second half’s fake American town setting. Additionally, the emotions woven throughout provide more depth than your typical nearly episode-long throwdown.
The Watcher’s last line is perfect, too. Love a good surprise Watcher moment.
8. … Strange Supreme Intervened?
The MCU really wants its audience to believe that the Christine/Doctor Strange romance is one for the ages. Unlike in What If… first season, it works better here because the episode wisely makes it feel less about Christine specifically and more about the concept of loss and trying to get back what can’t be retrieved. Linking it to Peggy and Steve’s constantly derailed reunions helps, too, as it lends the Strange/Christine connection a weight it largely doesn’t deserve.
As a sucker for “doomed character makes a sacrifice” and “a villain knowingly sacrifices themselves for the good of everyone” storylines, this nicely scratched those tragic itches. And multiple times, besides.
The biggest drawback is there are so many lasers/energy blasts in this thing it practically acts as a parody of how people reductively characterize the MCU’s action sequences. At one point, even bladed weapons are firing energy. It’s a lot.
The bittersweet core and Atwell’s voice talents selling her genuine feelings of friendship for the corrupted Strange more than make up for that, though.
7. … Thor Were an Only Child?
This installment, in which Thor parties so hard he decimates worlds, serves as a great example of how versatile the “What If…” format can be. Why not use it to highlight the ridiculous as well as the sublime and the tragic?
Party animal Thunder God is definitely a different way to take the “Thor’s so disconnected from people that it has made him…” angle with “hedonistic” replacing “arrogant.” It never quite makes sense he could be SO hedonistic as to not care he’s destroying worlds with his pop-up raves, though. Still, it also seems plausible that he’s so clueless and insulated from consequence that he doesn’t even realize the destruction he’s leaving behind. I’ll take my No Prize for that explanation, please!
This episode also has Captain Marvel (Brie Larson) getting her due and as seemingly one of the few people on Earth who not just doesn’t have an issue with the MCU’s version of Marvel but actively likes her, I was down with that. The story’s resolution involving Thor’s mom is exactly the kind of silly joke the story needs to wrap it up.
The episode is fluff, yes, but well calibrated fluff. The only elements that hurts it, honestly, are the overly serious bits about previously ruined planets and possible nuclear strikes. Nothing wrong with a 22-minute silly romp that doesn’t reach for anything more.
6. … Kahhori Reshaped the World?
A fine introduction of a brand new character, Kahhori (Devery Jacobs), that proves an ode to economic storytelling. In a single installment, the audience gets a good idea of who Kahhori is, an origin story for her powers, a climatic battle that suggests Kahhori and her fellow Forbidden Lake changed tribal members altered the colonization of North America, and an episode-closing teaser that sets up the season’s climactic struggle. That it does it all without feeling overstuffed or breathless is pretty impressive.
Especially interesting is how the episode plays with the interaction between Kahhori’s commitment to her tribe, her brother Wahta (Kiawentiio) in particular, and her newfound power. By episode’s end, she is fully on the side of the righteous. However, something is nibbling at the edges that makes Supreme Strange’s appearance (and his characterization of her to Captain Carter in a later episode) unsettling. It is believable that she has both done the right thing and may be on the precipice of corruption via power. It sets her up well for her next What If… appearance.
5. … Hela Found the Ten Rings?
In many ways, this episode shares a weird amount of DNA with an earlier season 2 installment, “What If… Iron Man Crashed into the Grandmaster?” Like that one, we find a recognizable character cast as the inspiration for others. In this case, it is Hela (Cate Blanchett) convincing both her dad, Odin (Jeff Bergman), and Xu Wenwu (Feodor Chin) to straighten up. Also, like the Iron Man/Grandmaster one, this episode never entirely sells the audience on Hela’s abilities to bring out the best in the others.
The difference here is Blanchett having an absolute blast as Hela. That she’s so transformative a figure, she alters the entire path of the universe gets little support from the text. Heck, even her prompting Wenwu’s conversion to justice isn’t especially well demonstrated. It doesn’t matter. Hela’s out here proving the meme that casts her as a sort of queer icon were entirely warranted. With Blanchett enjoying herself this much, it’s impossible not to jump on board, too.
4. … Captain Carter Were the First Avenger?
Speaking of charisma, this What If… is basically just an Atwell charisma delivery device.
It is, essentially, the sort of episode the title suggested “… T’Challa Became a Star-Lord?” might be. Almost nothing is different between Captain America’s origin and Captain Carter’s here. The only ones of note are she gets the dose and Steve gets a suit of armor. On paper, it’s exactly the kind of thing one wouldn’t want What If… to be. Making it the series debut episode only furthers that concern.
In practice, though, Atwell can’t be sunk. She gives Carter three dimensions and centers her around an undeniable beating heart. When a character so fully comes to life, they can be dropped into almost any plot and still work.
3. … Nebula Joined the Nova Corps?
Making Nebula (Karen Gillan) the hero of a Science Fiction Noir tale is the kind of inspiring move that can make What If… such a potentially interesting project. Adding in Yon-Rogg (Jude Law) as something of a gender-swapped femme fatale and Nova Prime (Julianne Grossman) as this story’s version of the corrupt mentor is the delicious whipped cream on top.
Only a few of these concepts are worthy of being expanded to more full-length storytelling. Nebula, Sci-Fi PI, is absolutely one of them. two hours. While others in the MCU nailed their characters so well, it is hard to imagine anyone else playing them—RDJ, Chris Evans, and so on—Gillan is one of the few who nailed the “main” version of the character AND can nicely shade her into evolving or outright different versions that nevertheless feel “right.”
2. … T’Challa Became a Star-Lord?
Swapping out T’Challa for Peter Quill is such an out-of-left field choice, the concept alone gives it a leg up. What truly makes it work is the level of thought that comes after that proverbial headline. Writer Matthew Chauncey—and whoever else consulted on the story idea—refuses to go for either lazy extreme. T’Challa is neither just Black Panther in space nor just Peter Quill from Wakanda.
The hero’s natural disposition changes who Star-Lord is and how he interacts with others. However, being kidnapped and raised as a Ravager also alters how T’Challa interacts with the world. He’s lighter and sillier while still being fundamentally noble and heroic. He doesn’t need Quill’s journey from thief to hero, but he also isn’t burdened by his mantel.
Wakanda Forever was a touching step in processing the death of Chadwick Boseman. Still, this episode feels like the better monument to his talents. The film is a memorial, something more akin to a highlight reel. The actor’s charisma is undeniable, even conveyed by only his voice. It’s a bittersweet reminder of what kind of tools Boseman had at his command.
1. … Killmonger Rescued Tony Stark?
Killmonger (Michael B. Jordan) gets the slight edge over his cousin’s showcase episode (see above). That’s mostly because the stakes of the episode and its epilogue feel so much more pressing and immediate. As much fun as T’Challa as Star-Lord turns out, it lacks a sense of danger. This What If…, on the other hand, positively ripples with it.
There’s a certain simplicity to this world’s alternate direction. It isn’t gigantic and cosmic, just one person thirty clicks over from where they were in the MCU’s original timeline. How far afield that leads this world progresses sensibly. Small steps that yield big consequences, all feeling like a logical extension of the one before it. The most well-thought-out and paced of Season 1’s episodes, it builds out the alternate history right before the audience’s eyes. We can check the work in real time and see the puzzle fits.
As with the season’s other standouts—Atwell as Peggy Carter and Boseman as T’Challa—Jordan proves every bit as charismatic and compelling as an animated figure.