Binge Watcher

What If? Episode 3 just set up an epic Season 2 conflict

This is one fight we want to see play out onscreen.

Marvel’s What If…? takes us to its darkest alternate timeline yet in Episode 3.

Unlike the show’s first two installments, which presented timelines fairly similar to the Marvel Cinematic Universe’s prime reality, What If…? Episode 3 spends a week in a far more unlucky timeline than any we’ve previously seen before.

Titled “What If… The World Lost Its Mightiest Heroes?,” the episode sees Iron Man, Thor, Hawkeye, The Hulk, and Natasha Romanoff all murdered in cold blood before they’re even given a chance to become team members.

It’s a surprisingly dark episode, especially coming off What If…?’s relatively lighthearted first two chapters and one that imagines a universe in which the Avengers weren’t around to stop the kind of invasion they were brought together to fight in the first place.

But it also opens the door for an epic Season 2 storyline.

Major spoilers ahead for What If...? Episode 3

Shouldn’t have made him exit the donut shop, Fury.Marvel Studios

The Death of Hope — In the final act of What If…? Episode 3, the Avengers’ mysterious murderer is finally revealed to be a crazed Hank Pym, and he’s quickly apprehended by Nick Fury (Samuel L. Jackson) and Loki (Tom Hiddleston).

However, Hank’s capture doesn’t lead the episode towards a last-minute happy ending. Instead, as the episode’s closing moments reveal, the deaths of so many original Avengers leave Earth open for Loki, the acting king of Asgard, to take it over with the full might of the Asgardian army behind him. It’s essentially a version of what might have happened if the Avengers weren’t around to stop the God of Mischief when he invaded New York in 2012.

Loki’s invasion doesn’t stop Fury from continuing his efforts towards putting together a superhero team, though. In fact, the episode ends with Fury finding Steve Rogers frozen in ice while Carol Danvers, a.k.a. Captain Marvel, shows up back on Earth. “So where’s the fight?” she asks just before What If…? Episode 3 comes to an end.

It’s an unexpected conclusion to a legitimately surprising episode of television and one that sets up an arc we may very well get to see continued in the future.

“So where’s the fight?”Marvel Studios

Alternate Avengers — Based on how the first three episodes have ended, it’s looking increasingly likely that What If..?’s second season will pick up with many of the characters and cliffhangers introduced in this first season. That seemed to be the case last week with its second episode’s twist ending, and we wouldn’t be surprised if the alternate timeline that’s imagined in What If…? Episode 3 comes back into play at some point as well.

To be totally clear, it’s not hard to see why Marvel might want to explore this particular storyline further either. Not only does it allow them to assemble an entirely new team of Avengers (with only one of its original members present in the lineup), it’d also give them the chance to depict a conflict that Marvel fans have already spent years theorizing about as it is.

In this case, said conflict would see an alternate team of Avengers rising in rebellion against both Loki and the Asgardians. That’s an undeniably exciting possibility, especially considering how much more powerful Loki would likely be with the Asgardians behind him instead of the Chitauri.

Plus, with Thor out of the picture, What If…? Episode 3 also opens the door for Captain America to start wielding Mjolnir far sooner than he did in the MCU’s prime timeline.

A very happy Loki at the end of What If? Episode 3.Marvel Studios

The Inverse Analysis — There’s no telling which What If…? stories and characters may or may not be brought back in the show’s second season. The Disney+ series’ anthology format makes predicting its future stories an inherently difficult task.

But assuming that the creatives behind the show do plan on revisiting some of its Season 1 realities later — and we have reason to believe that’s actually the case — there’s no denying that the ending of What If…? Episode 3 is a cliffhanger that’s practically begging to be picked back up next year (or whenever Season 2 premieres).

What If…? is streaming now on Disney+.