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What If...? season 3: Every episode ranked from worst to best

The third and final season of Marvel's What If...? entertained over the 2024 holidays, but which episodes made the most of the show's ambitious concepts?
Michael Patterson
Michael Patterson

Bam Smack Pow

(L-R) Byrdie (Natasha Lyonne), Storm (Alison Sealy-Smith), Captain Carter / Peggy Carter (Hayley Atwell) and Kahhori (Devery Jacobs) in Marvel Animation's WHAT IF...? SEASON 3, exclusively on Disney+. Photo courtesy of Marvel Animation. © 2024 MARVEL. All Rights Reserved.

Back when Marvel Studios kicked off the Multiverse Saga with a host of Disney Plus TV shows, it also asked us to do something: To ponder the question of "What if...?", imagining various scenarios in which the Marvel Cinematic Universe could have panned out quite differently if some changes - small and large - were applied.

Marvel's What If...? was the first ever animated series that the studio produced and it feature some returnees from the MCU to voice their respective characters here as the show turned everything we thought we knew about the franchise on its head. With adventures led by Captain Peggy Carter, Star-Lord T'Challa, Doctor Strange Supreme, and even zombies, the show played fast and loose with its source material, switching things up for the purpose of our own entertainment.

It has been a joy to watch what the MCU could have looked like if it had panned out like these various animated adventures. And the truth is that there was still so much for it to do when it wrapped its third and final season. Marvel's Brad Winderbaum says that the show's importance to the Multiverse Saga requires them to end it here (for now, at least) but fans couldn't help but feel like it only got the chance to scratch the surface of its various "What If" adventures.

Speaking of those adventures, with all of the third and final season's episodes now out in the world, let's take a look through them and figure out which one was the very best - ranking them as we reflect on them.

Continued on the next slide...

WHAT IF...? Season 3
(L-R): Howard The Duck (Seth Green) and Darcy (Kat Dennings) in Marvel Animation's WHAT IF...? Season 3, exclusively on Disney+. Photo courtesy of Marvel Animation. © 2024 MARVEL. All Rights Reserved.

7. "What If... Howard the Duck Got Hitched?" (season 3, episode 4)

If somebody asked you what you would be doing on Christmas Day last year, "watching Darcy Lewis and Howard The Duck fall in love and find themselves on an intergalactic adventure to save their cosmic egg" probably wouldn't have been on your bingo card. But I guess that's the strange beauty of What If...?. Anything is possible, right?

Undoubtedly the most divisive episode of the show's final season, it highlights the gift and the curse of a concept like What If...?. On one hand, it isn't playing it safe by sticking too close to the MCU (like the show has been criticized for in the past), but on the other, it's just so... random.

In fairness, this episode is a lot of fun and it would absolutely have been at home in a much, much longer season that allowed the series to explore its full potential. Kat Dennings and Seth Green also make a great pair as Darcy and Howard and the adventure the characters embark on does have an impact on the rest of the season, so it's not as random as it seems.

I was a fan of this episode and didn't expect to enjoy it as much as I did. It surprised me for that reason alone. However, it is still the weakest episode of the season.

WHAT IF...? SEASON 3
A scene from Marvel Animation’s WHAT IF…? Season 3. Photo courtesy of Marvel Animation. © 2024 MARVEL. All Rights Reserved.

6. "What If... the Hulk Fought the Mech Avengers?" (season 3, episode 1)

Ever wondered what would happen if Marvel met Pacific Rim or Godzilla? Well, we got that answer in the What If...? season 3 premiere, which saw the Avengers battle an army of Gamma-fuelled monsters that were born out of Bruce Banner's attempts to rid himself of the Hulk.

This was an unusual episode to kick things off with, for sure, but it also highlighted how outlandish the concept of What If...? can be, which is something fans have been asking for more of. It was also nice to see it spotlight some of the Multiverse Saga's regular heroes, such as Sam Wilson, Monica Rambeau, Bucky Barnes, Shang-Chi, Red Guardian, and Moon Knight. The latter has never interacted with any other MCU characters in live-action as of yet, so seeing him do it in animated form was pretty darn cool.

The Avenger robot "assembling" was a nice touch too, while Bruce's sacrifice made for a compelling - and visually stunning - redemption arc for the character.

Also, a kaiju fight in the MCU's multiverse? All the yeses.

WHAT IF...? Season 3
Agatha Harkness (voiced by Kathryn Hahn) in Marvel Animation Television's WHAT IF...? Season 3. Photo courtesy of Marvel Animation. © 2024 MARVEL. All Rights Reserved.

5. "What If... Agatha Went to Hollywood?" (season 3, episode 2)

Fresh off her acclaimed return to the MCU in Agatha All Along, Kathryn Hahn's Agatha Harkness brought her witchy presence to What If...? season 3's second episode. And the show was all the better for it.

A movie star of the Golden Age of Hollywood, Agatha sought the power of the Eternals so that she could steal the power of Tiamut, the Celestial within the core of the Earth. She needed a big production to serve as a ritual and found that in teaming with Kingo. Power blasts, one-liners, and an epic musical Charleston-esque routine later and Agatha was indeed battling with Arishem for the fate of the world.

An unexpected episode of What If...?'s final season for sure, it worked surprisingly well for a few reasons. First of all, Kathryn Hahn was once again divine in her first voice performance as Agatha, selling everything the ancient witch did so much ease. But the episode also explores some interesting themes, particularly Agatha's desire to change the world and how her unlikely kinship with Kingo gives her the potential to do that. And it was also interesting to see what happens when the powers of ancient gods and witchcraft collide.

One of What If...?'s finest episodes in general, "What If... Agatha Went to Hollywood?" is a stand out of season 3.

WHAT IF...? Season 3
(L-R): Alexei Shostakov/Red Guardian (David Harbour) and Bucky Barnes/Winter Soldier (Sebastian Stan) in Marvel Animation's WHAT IF...? Season 3. Photo courtesy of Marvel Animation. © 2024 MARVEL. All Rights Reserved.

4. "What If... the Red Guardian Stopped the Winter Soldier?" (season 3, episode 3)

Two super soldiers, two very different people. That's all that can be said about the Winter Soldier and the Red Guardian, so the idea of seeing them cross paths (before their Thunderbolts* crossover) was intriguing.

Here is an adventure that very much could have taken place in the MCU itself. We revisit the night of the Starks' murders by the Winter Soldier, except in this time some interference by the frustrated Red Guardian prevents it from ever going down. The Starks are saved, Obadiah Stane never takes over Stark Industries (and dies much, much earlier than his actual Iron Man death), and Bucky Barnes and Alexei Shostakov embark on the oddest road trip in a bid to clear their names and survive an attack from the Red Room. Same but different.

From the title alone, it was clear that we were in for a fun ride and it didn't disappoint. Sebastian Stan and David Harbour had a great back-and-forth chemistry that made it perhaps the most enjoyable episode of the season, while the chase scenes were also extremely entertaining. The unexpected bond that grows between Bucky and Alexei, as they help themselves see parts of each other they couldn't before, made all of it worthwhile and elevated this one beyond its surface-level entertainment value.

From the character dynamics to the surprise appearances of Obadiah Stane and Dr. Bill Foster, "What If... the Red Guardian Stopped the Winter Soldier?" delivered on all fronts.

WHAT IF...? Season 3
(L-R): Kate Bishop (Hailee Steinfeld), Shang-Chi (Simu Liu), and Kwai Jun-Fan (Allen Deng) in Marvel Animation's WHAT IF...? Season 3, exclusively on Disney+. Photo courtesy of Marvel Animation. © 2024 MARVEL. All Rights Reserved.

3. "What If... 1872?" (season 3, episode 6)

Buried deep within the final season is "What If... 1872?". The last standalone episode of the series (that also manages to set the final storyline in motion), it spotlights two of the Multiverse Saga's most beloved new characters in a setting that is as unexpected for Marvel as it gets. Yep, that's right - Kate Bishop and Shang-Chi set out to avenge in the Old West.

Known as Hawkeye and the Ten Rings, the pair have crafted quite the reputation for themselves as they hunt for the mysterious Hood. The villain has made an impact on both of their lives, and they have taken it upon themselves to stop the entity. How? Kate is an expert sharpshooter while Shang, like his MCU counterpart, is an exceptional fighter who can be summoned by the ten rings of a church bell.

There is everything you would expect from an Old West adventure here, with shootouts, train showdowns, and a chase that wouldn't look out of place in any of the classic movies this episode is clearly inspired by. But there is also strong character work, compelling motivations, and a moving bond between Shang, Kate, and Kwai Jun-Fan (the young boy they rescued from a town destroyed by The Hood) that all ensured this adventure was one of the strongest of What If...? season 3.

This one had a tough task coming straight after the fifth episode, but it pulled it off and set the stage for the show's final chapters.

Speaking of which...

WHAT IF...? SEASON 3
(L-R) Byrdie (Natasha Lyonne), Storm (Alison Sealy-Smith), Captain Carter / Peggy Carter (Hayley Atwell) and Kahhori (Devery Jacobs) in Marvel Animation's WHAT IF...? SEASON 3, exclusively on Disney+. Photo courtesy of Marvel Animation. © 2024 MARVEL. All Rights Reserved.

2. "What If... the Watcher Disappeared?" / "What If... What If?" (season 3, episodes 7 and 8)

As the seventh and eighth episodes of What If...? season 3 function as a two-parter, we're going to rank them together. It feels right, because they are two sides of the same story. They also don't function quite as well without each other.

"What If... the Watcher Disappeared?" catches us up with Captain Carter and Kahhori, who have joined forces with Byrdie The Duck, and Storm to form The Exiles. Upon saving Xandar, they discover that The Watcher has been removed from his post and is in danger. And with that, they attempt to save their friend. It's an interesting character moment for all of them, but it's Captain Peggy Carter who struggles the most, fearing losing another friend, and this produces some strong character work for a hero who is always so focused. It also forces her into action, as she asks an Infinity Ultron to help save The Watcher from The Eminence.

The battle begins in the finale and runs throughout the course of "What If... What If?" as The Watcher himself turns The Exiles into Watchers to help him defeat his former colleagues and mentors. In the end, it's Captain Carter who pulls it off, seemingly sacrificing herself in the process. And The Watcher, now using his real name of Uatu, continues to watch over the multiverse in his own way, giving things a little push or a helping hand if necessary.

These two episodes serve as an emotional and epic way to end the series. On their own, they aren't perfect, but together, they pull it off - sending What If...? out on a note that will have people talking about it for the longest time to come.

WHAT IF...? Season 3
Ironheart/Riri Williams (Dominique Thorne) in Marvel Animation's WHAT IF...? Season 3, exclusively on Disney+. Photo courtesy of Marvel Animation. © 2024 MARVEL. All Rights Reserved.

1. "What If... the Emergence Destroyed the Earth?" (season 3, episode 5)

Without question the best standalone episode of What If...? season 3, "What If... the Emergence Destroyed the Earth?" did exactly what it said on the tin, imagining a world in which the rise of Tiamut quite literally shattered the Earth into pieces. And in that dark time, Mysterio looked to capitalize on what was left of humanity, beating down the remnants of the resistance that rose up to fight against him and using the White Vision to carry out his bidding. That is, until Riri Williams stepped up to stop him.

While Dominique Thorne was a wonderful addition to Black Panther: Wakanda Forever as the character, it's been some time since she's been on-screen, so this was an epic way to reintroduce her. Riri was seen as the world's last hope, the only person capable of outsmarting Mysterio and ending the war once and for all. And she proved herself entirely, fighting alongside the Resistance and figuring out a way to depower the White Vision in just minutes (before then bonding with the technology that made him, becoming a new version of the White Version herself).

The thing that pushed this one over the finish line was how it played into the overarching arc. Any interference from The Watcher would have been a powerful statement, but doing so here felt incredibly earned. He couldn't watch Riri fall at the final hurdle any longer; he needed her to win so that there was something left fighting for. There had to be more than eternal loss. And with The Watcher's guiding words, Riri made it so.

An emotional tale that evoked all the feelings it wanted to, "What If... the Emergence Destroyed the Earth?" is perhaps the best example of the sheer brilliance that What If...? is capable of when it really commits to the stories it's telling and the ambitious concepts it has created. It also managed to make the most powerful episode of the season the first domino to fall on the way to the series finale.

Now that's some darn good storytelling.

Michael Patterson

Michael Patterson

Michael Patterson is the Editor of Bam Smack Pow. An experienced writer and entertainment journalist with an affinity for all things superhero, he has previously written for Movie Pilot, WhatCulture, WrestleZone and Screen Rant. A part of FanSided since 2018, you can probably find him rambling about the Marvel Cinematic Universe or reflecting on the good old days of The CW's Arrowverse. A longtime fan of both Marvel and DC, his knowledge ranges from the classic Batman movies to the modern day MCU films, along with the mutltiude of superhero TV shows that have come in between. He's been a trusted entertainment journalist for over a decade, interviewing the likes of Tom Welling, Michael Rosenbaum, and Elizabeth Tulloch. He's also an avid TV and film fan who firmly believes that Michael Keaton is the best Batman we'll ever have and that Terminator 2: Judgment Day is the greatest movie of all time.