What If’s first season has given Marvel Studios an opportunity to reimagine many of its live-action, cinematic greatest hits as relatively fresh animated stories that mostly end up reminding you why you liked the originals. The series has worked best as a celebration of the studio’s box office successes from the past decade-plus, but in its penultimate episode, the series doubled back to one of Marvel’s less-beloved team-up events.
Though Joss Whedon’s Avengers: Age of Ultron established a number of important characters who’ve gone on to shape the present-day MCU, the film isn’t exactly remembered kindly. That’s in large part because of how poorly its story served virtually all its players—James Spader’s Ultron in particular. What was always most disappointing about Age of Ultron was how it didn’t really live up to the grandeur and gravity of its title, and how the movie’s ending left little hope for future explorations of its signature villain. But while some might look back on it and only see disappointment, What If’s creative team saw an opportunity to build out one of its most compelling entries so far.
“What If... Ultron Won?” is the sort of premise that the Avengers of Marvel’s various comic book universes would never joke about due to their first-hand experiences living through that very situation, but it’s a fate that none of the MCU’s heroes have ever had to consider up until this point. Before the episode properly drops you into the wintery dystopia where Black Widow (Lake Bell) and Hawkeye (Jeremy Renner) seem to be the last survivors living on an Earth controlled by Ultron (Ross Marquand), What If briefly acknowledges how more than a few of the multiversal branches we’ve seen so far have met bitter, horrific ends. The nightmarish (and abrupt) ways that some of the episodes have come to a close were hallmarks of Marvel’s What If comics, but it wasn’t initially clear if the show was trying to mimic that style, or if the animation team was still finding the series’ rhythm and tone.
The penultimate episode establishes that What If’s moments spotlighting how madness can lead to incalculable loss have all been deliberately placed throughout the season to emphasize how things could always get much, much worse. Following this universe’s Ultron successfully transferring his consciousness into a synthezoid body that otherwise could have become Vision, the Avengers were helpless to stop the rogue AI from conquering the Earth and wiping out most of humanity. Because the prime Ultron unit—a version of Vision decked out in Ultron-like armor—and his army of drones were able to take out an entire team of heroes with actual superpowers, it’s something of a mystery how extremely athletic, but still mostly “normal” people like Natasha Romanoff and Clint Barton managed to survive in the robot apocalypse.
Considering how much of Age of Ultron’s ideas are present in this episode, it’s notable how neither of the Maximoff twins ever make appearances despite their cinematic counterparts’ connections to Hawkeye and Ultron. The Maximoffs’ absence works to the episode’s benefit, though, as its story is primarily focused on serving up a blend of action set pieces and quieter moments where Ultron’s able to shine in a narrative meant to remind you that he’s one of the Avengers’ all-time great villains. From his twisted, misguided perspective, simultaneously launching all of the world’s nuclear missiles was a personal win that brought him one step closer to reaching his ultimate goal of protecting all life from itself by destroying it.
One of the darkly humorous recurring ideas that’s become more prominent in What If’s more recent episodes is how each of these alternate universe’s catastrophic events seem to butt up against each other as if they’re happening at an accelerated rate. What If has touched on Thanos’ presence in the universe previously in ways that really only gestured towards what sort of threat he was in the Sacred Timeline. Compared to Cool Dad Thanos or Zombie Thanos, this episode’s variant of the Mad Titan doesn’t get much to do once he shows up on-screen moments after Ultron drops the nuclear hammer on the planet. Even with the five other Infinity Stones already in his possession, the shock of finding the Mind Stone on a planet full of homicidal robots is so disorienting for Thanos that he isn’t able to react fast enough to stop Ultron from slicing him in half with a laser beam.
The Mind Stone’s natural affinity for the other stones compels Ultron to incorporate them into his chassis as well, and he quickly realizes that he can use their combined powers to create his army out of thin air. While the story here doesn’t play out over the course of an “age,” it does reach much further than the MCU’s Age of Ultron, which couldn’t live up to the comics whose name it shared. Once Ultron and his army make it into space, they set course for and destroy Asgard with ease using what’s probably only a fraction of their power. With the Infinity Stones united and working as part of a sophisticated murder machine, more worlds and civilizations begin to fall because there’s almost no one around who’s strong enough to fight against the villain.
The way that What If’’s worked Captain Marvel into a handful of episodes as a ringer who shows up at the last minute to save the day has really highlighted how little the MCU’s worked to give Carol Danvers a proper personality. Ultron’s battle against the space-faring hero is one of the flashier standout moments of this episode and yet another testament to Captain Marvel’s power level. But What If doesn’t quite seem to know what to do with her outside of showing you some of the cool things she can do before Ultron destroys her in one massive flash of light.
Where Carol and Ultron’s exchanges left much to be desired, this episode’s script gives both Bell’s Widow and Jeffrey Wright’s Watcher opportunities to deliver some of the season’s best performances. The grim, jokey optimism Widow tries to hold onto as she and Hawkeye fend off Ultron’s drones while looking for an analog weapon to defeat him feels resonant with the character’s energy in Endgame—as does the way that the two SHIELD agents part ways as the episode progresses. But to understand how this universe’s Hawkeye ends up sacrificing himself to save Black Widow, you have to look back to some of What If’s earliest episodes.
Throughout this season, the Watcher has repeatedly explained how he’s sworn to never become directly involved with the events playing out across the multiverse even though he could if he chose to do so. What If hasn’t spelled out exactly what the consequences might be if the Watcher got involved and made his presence known, but the show’s fourth episode may have been hinting at the answer. In “What If... Doctor Strange Lost His Heart Instead of His Hands,” the entire universe is destroyed by chaos save for Strange’s crystalline prison after he attempts to use too much dark magic at once. Before things get quite that bad, there’s a moment where the Watcher gazes on as Strange tinkers with demonic essences, and the omnipotent being expresses how the sorcerer’s path was an incorrect one. Perhaps because of all of his ill-gotten power, Strange was able to briefly sense the Watcher’s presence from behind the veil, though the two beings stopped short of making actual contact with one another.
The Watcher gets much closer to just telling Black Widow and Hawkeye where in a Hydra bunker to look for the long-lost computer in which Arnim Zola’s consciousness lives after they figure that Zola’s mind can be weaponized and used against Ultron. The Watcher doesn’t end up having to spell it all out for this episode’s heroes, but he is moved to explain himself when the Infinity-powered Ultron catches a glimpse of him from across the multiverse. With What If framing the Watcher as the ultimate MCU fanboy, it was only a matter of time until he, too, became an active player, but the situation he finds himself in is the farthest thing away from what he’d ever hoped for.
Even though the Infinity Stones are shiny MacGuffins that grant their owners the ability to make their dreams reality, the way they’ve been depicted in most of Marvel’s films and shows has been a little simplistic. “What If… Ultron Won?” is aware that by now you know what the individual stones do, and so it gets rather wild and imaginative with its depiction of Ultron using them in concert with one another. After the Watcher hurriedly tries to hide himself from Ultron, the machine uses its supremely enhanced senses to locate the Watcher outside of space and time, and literally smash his way into whatever place the Watcher spends his days in.
As the Watcher and Ultron duke it out in a fight that would make Dragon Ball Z’s z-fighters proud, Widow, Hawkeye, and Zola’s consciousness work together to fend off Ultron’s drones, and Clint realizes that he has to make a choice. The Marvel Cinematic Universe would be a much more interesting place if Natasha Romanoff was still alive, but Endgame is canon, and Scarlett Johansson has other things going on. What makes Clint’s decision to sacrifice himself to save Nat from the Ultron swarm so moving isn’t really anything specific that he himself does, but because of how emotionally devastating it is to Nat. It almost makes you wish you had more time to spend with these versions of those characters.
Like in Endgame, this kind of sacrifice doesn’t bring the suffering to an end—it only lessens it for the time being. “What If... Ultron Won?” ends by delivering on its promising premise as Ultron comes close to murdering the Watcher before he manages to teleport himself away in a fit of panic. There’s no real sense of smugness coming from the dark Doctor Strange from episode four as the Watcher returns to that blighted universe afraid and having nowhere else to turn. What is there is hope and a clear picture of the larger story that What If’s been building to. We always knew that something was going to lead to the Watcher forming a kind of multiversal Avengers team to deal with a tremendous threat, but it’s only now that the shape of that threat has become clearer. It’s looking like the multiverse’s mightiest heroes might have to fight an entire planet’s worth of homicidal robots (and maybe a superzombie horde as well) in What If’s season one finale, which... sounds more and more exciting the more you think about it.
What If’s season one finale hits Disney+ next Wednesday, October 6.
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