Marvel Studios “What If…?” Episode 3 Review: There Was an Idea

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Marvel Studios’ What If…? episode 3 delves into the genre of murder and mystery in a world without The Avengers. This article contains spoilers. If you have not seen the episode, then watch before reading on.

What If…? Episode 3 Recap

“There was an idea…” — Nick Fury

Nick Fury in Marvel Studios' WHAT IF…? exclusively on Disney+.
Nick Fury in Marvel Studios’ WHAT IF…? exclusively on Disney+. ©Marvel Studios 2021. All Rights Reserved.

Season 1, Episode 3 of Marvel Studios What If…? begins with former S.H.I.E.L.D. Director Nick Fury’s (voiced by Samuel L. Jackson) all too familiar catchphrase following the narrative and introduction by Uatu The Watcher (voiced by Jeffrey Wright). It’s a phrase that has been recognized and adorned by fans who have embraced the MCU and The Avengers from that famous quote. It also sets the tone and focus for this episode of Marvel Studios’ animated series What If…? The series continues to explore the alternate universes and storylines based on the MCU and its characters. The Watcher, an ominous and cosmic character, narrates and oversees the stories and events unfold.  The third episode is entitled “What If…The World Lost Its Mightiest Heroes?” It addresses exactly that as the episode centers around Nick Fury attempting to bring the Avengers Initiative into fruition. However, his plan goes sideways as an unknown foe disrupts Fury’s plan and ends the lives of each of the Avengers. This results in an episode much akin to the classic Clue board game and “Who Dunnit?” subgenre with mystery, action, and drama.

It’s Definitely Been One Heck of a Week

This episode takes place in the course of one week, as mentioned by The Watcher. Each day has its own story and take on the introduction of each of the heroes. Ultimately, each story ends in the death of each Avenger. It begins with Nick Fury and Natasha Romanoff/Black Widow (voiced by Lake Bell) finding Tony Stark/Iron Man in Iron Man 2 and attempting to recruit him into Fury’s Avengers Initiative. Thereafter, fans get to see familiar scenes from the past MCU films featuring the original Avengers team. These scenes are twisted in a way that show their tragic endings.

(Far left): Brock Rumlow and (center) Black Widow/Natasha Romanoff in Marvel Studios' WHAT IF…? exclusively on Disney+.
(Far left): Brock Rumlow and (center) Black Widow/Natasha Romanoff in Marvel Studios’ WHAT IF…? exclusively on Disney+. ©Marvel Studios 2021. All Rights Reserved.

It makes absolute sense to have this episode refer back to the previous films. Anyone watching this episode for the first time can at least get to see and catch up with what events took place during the main timeline of the MCU. It works well, especially in an animated format. Think Cliffs’ Notes for the casual fans. Despite the episode taking over the course of one week, Natasha and Fury provide the backbone over each story arc and effectively drive the inherently sequential episode in a welcomed pace with the former ultimately and tragically meeting her own fate at the hands of the unknown enemy. Yes, fans have to go through seeing Black Widow die again (sobs in the corner).

#CoulsonLives Again and the Return of Loki

Two fan favorite characters make their return in this episode, making it an exciting and thrilling experience to see them in animated format. Hello Agent Phil Coulson! Yes, Agent Coulson, voiced by none other than Clark Gregg, makes his return to screen since the series finale of Marvel Television’s Agents of S.H.I.E.L.D. The original trending hashtag, #CoulsonLives sparked an online fan campaign clamoring for Marvel to have Clark Gregg return on screen. The campaign proved to be successful, resulting in Coulson’s revival as a regular character in a spin-off series on the small screen in Marvel Television’s Agents of S.H.I.E.L.D. It was refreshing to see and hear the return of Gregg voicing Coulson, albeit in animated form, as die-hard fans would instantly recognize him from his appearances in the MCU until his horrific death at the hands of Loki in the first Avengers film. It’s important to note that the running gag of Coulson’s multiple deaths (if one were to watch Agents of S.H.I.E.L.D.) stops here.

Agent Coulson in Marvel Studios' WHAT IF…? episode 3
Agent Coulson in Marvel Studios’ WHAT IF…? exclusively on Disney+. ©Marvel Studios 2021. All Rights Reserved.

Staying true to character, Coulson wouldn’t be Coulson as he provides a bit of heart and definitely humor in this episode. Don’t expect to see him gushing over the Star-Spangled Man with a plan this time around. (again this is a What If…? episode). Instead, fans can delight in seeing him fan-boying over one of the Avengers with long blond hair and smells of lavender, and even later referencing the Lord of the Rings fandom and surprisingly NOT Star Wars?! I also cannot go on without having to mention the hilarity of the scene in which he has to share his password with Natasha while she is on a computer conducting an investigation and Coulson’s not-so-subtle nod to an Avenger’s VERY specific birthdate. Ironically enough, the second fan-favorite to also make their return in this episode is the brother, (ahem) ADOPTED brother of Thor, Loki himself (voiced by Tom Hiddleston). Loki arrives on Earth with a horde of Asgardian soldiers and even some of Thor’s own members of his Warriors Three to compromise on a deal to work with Fury in order to seek vengeance for Thor’s death. His appearance in this episode made for a great addition to the entire story in that not only do we see Loki working alongside Fury, but he actually comes out as somewhat of an anti-hero instead of an actual villain in order to pursue the cause and person behind Thor’s death.

Different, but Familiar?

Iron Man, Hulk, Black Widow, Thor, Hawkeye, and Captain America appearing and standing altogether in a battle worn part of New York City
The Avengers teaming up to fight Loki’s (Tom Hiddleston) army in “The Avengers”.

While the What…If? series relies on literal changes to the events and characters that played out on the main timeline of the MCU, episode 3 played on the safe side by not having to stray too far into more fantastical storytelling. Rather, this episode stayed in some familiar territory within each section of the episode by including scenes from the past films adapted to the animated format. It was very creative for the show’s producers to include a montage of the original six Avengers, have them appear in still shots that were tweaked from the show’s original animation, and make them resemble comic book-like panels during the narrative introduction of The Watcher. Also, it was just nice to see the original Avengers together from a shot based on the first Avengers film in animated form. One scene that particularly stood out was a pretty badass fight sequence featuring Black Widow in what appears to be an homage to her scene in Marvel Studios’ Captain America: Civil War, where she tries to fight her way out of an armored vehicle to escape getting blown up by a grenade. This time, however, she does the same thing, but fights against S.H.I.E.L.D. agents in tactical gear and features an appearance by Brock Rumlow (voiced by Frank Grillo) as seen in the following official clip from the episode:

Curiously enough, the Hulk’s (voiced by Mark Ruffalo) scene and appearance takes from 2008’s The Incredible Hulk film that is canon to the MCU starring Edward Norton as the titular character. Overall, this episode did a great job in its altered storytelling to each of the characters, but ensured the fans would stay reeled in to familiar territory.

Final Thoughts of What If…? Episode 3 and Building Anticipation

What If…? episode 3 dishes out some of the troubling and shocking events to the original Avengers if the Initiative and Fury’s plan had never seen the light of day. The episode may appear to be one of the darker episodes for fans as they have to watch each Avenger die. For example, the sequence involving the Hulk’s death was hard enough to digest in animation compared to how it would play out in live action. We have yet to see how each episode of the series progresses, if it possibly continues with some of these darker themes. Despite its darker tone, the episode may as well be classified under the murder and mystery genres due to its very entertaining and thrilling depiction of an alternate storyline had the Avengers never existed. Yet, the episode arcs and sequential storyline kept watchers engaged into the mystery of how and who did what. Also, the inclusion of even additional characters and supporting cast added a nice touch and homage to the MCU that fans have come to know.

Hulk/Bruce Banner in Marvel Studios' WHAT IF…? episode 3exclusively on Disney+.
Hulk/Bruce Banner in Marvel Studios’ WHAT IF…? exclusively on Disney+. ©Marvel Studios 2021. All Rights Reserved.

The villain choice for What If…? episode 3 was very intriguing a la Aaron Taylor-Johnson’s as the MCU’s Quicksilver’s line, “You didn’t see that coming?” Yes, that is Michael Douglas returning as Hank Pym, but now he is in the Yellowjacket suit from Marvel Studios’ Ant-Man. It was definitely fitting to watch Hank become the antagonist of this episode because, much like his character in the live action MCU, he was very protective of his daughter, Hope. This was definitely not the case this time, as this episode shows that Hank blames Fury for her death and her involvement with S.H.I.E.L.D. Therefore, he takes out his anger by killing every member of The Avengers. With each episode gaining more and more excitement as the series progresses, it will be very interesting to see how the entire series will connect, how it concludes, and how it will connect with the entire MCU and the previous Marvel TV shows. Based on clips, teasers, and trailers released by the studios, I am personally anticipating the episode adapting the Marvel Zombies comic series from 2005 written by none other acclaimed writer of the comics and TV The Walking Dead, Robert Kirkman.

The Cast and Producers

Episode 3 of Marvel Studios’ What If…? stars Jeffrey Wright (The Watcher), Samuel L. Jackson (Nick Fury), Michael Douglas (Hank Pym/Yellow Jacket), Lake Bell (Natasha Romanoff/Black Widow), Mick Wingert (Tony Stark/Iron Man), Clark Gregg (Agent Coulson), Frank Grillo (Brock Rumlow), Jeremy Renner (Clint Barton/Hawkeye), Stephanie Panicello (Betty Ross), Mark Ruffalo (Hulk/Bruce Banner), Tom Hiddleston (Loki), Mike McGill (General Ross), Jaimie Alexander (Lady Sif), Alexandra Daniels (Carol Danvers / Captain Marvel). Directed by Bryan Andrews and written by A.C. Bradley and Matthew Chauncey. Marvel Studios’ What If…? can be watched streaming on the Disney+ app.

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