The following contains spoilers for Marvel’s What If…? Episode 3, “What If… The World Lost Its Mightiest Heroes.”
Disney Plus continues its exploration of the Marvel Cinematic Universe with What If…?’s third episode. This time around, the story explores a different avenue of the MCU’s Phase One. Set before the Avengers become established as a team, Nick Fury takes center stage as he investigates who is picking off the candidates for the Avengers Initiative.
Because the episode is set so early in the MCU history, it brings in several characters who haven’t been seen in the most recent phase of the MCU. It also features some very memorable scenes from the first big trio of MCU films, but with very new twists. The episode layers in nods to the MCU that the audience knows as well as a sprinkling of Easter eggs throughout.
The Episode Opening Establishes The Timeline
Episode 3 opens with Natasha Romanoff and Nick Fury conversing in his car on their way to a meeting. That conversation sees Fury start to give his speech about the Avengers Initiative, which fans will remember from The Avengers movie. Natasha cuts him off, parroting it back to him, demonstrating that she knows it by heart because she’s heard it so many times.
This particular scene is revealed to take place during the events of Iron Man 2 as the iconic shot of Tony Stark in his Iron Man suit sititng in the donut sign for Randy’s Donuts is recreated in animation. Most of Fury’s lines from that particular sequence are even recreated here, though the scenes diverge when Natasha attempts to inject Tony.
The Episode Takes Place During Fury’s Big Week
Fans of the early MCU will likely have already dissected the movies over and over again to establish a working timeline of events for the main continuity. This episode makes it clear that the fan-dubbed “Fury’s Big Week” is accurate. The events of Thor, Iron Man 2, and The Incredible Hulk all take place in the same seven days, though here, they get a new chapter of the multiverse in their place.
Iconic scenes from each movie, like Tony in the donut shop, are used to establish the timeline. The shot of Coulson calling Fury about Thor’s hammer, Thor sneaking into containment, and Hawkeye having Thor in his sights, for example, are all recreated straight from the movie. Likewise, General Ross coming for Bruce Banner is also a confrontation, and subsequent fight scene, reimagined from The Incredible Hulk.
Betty Ross
Betty Ross makes her first appearance in the MCU since The Incredible Hulk in 2008. Fans have long wondered when she would reappear in the MCU, but Liv Tyler, who played the character in live-action, doesn’t return to voice her. Instead, that’s Stephanie Panisello providing her voice.
That being said, Betty’s look is modeled closely after her 2008 movie appearance. She’s wearing exactly the same outfit as the character during the scene in which her father and his troops come after Bruce.
Rumlow Leads SHIELD’s Detention Team
When SHIELD agents take Black Widow into custody, there is at least one familiar face among them. One of the higher-ranking agents that rides up front to supervise is Brock Lumlow AKA Crossbones.
He also tells Natasha that she can “spin” her stories for Pierce. He’s referencing Alexander Pierce, the SHIELD official who is revealed to be leading the Hydra agents within the agency in Captain America: The Winter Soldier. Likewise, Rumlow and most of the agents he works with, are also Hydra operatives. Black Widow’s time with SHIELD could have gone a very different way If she made it to that interrogation.
Coulson’s Password
After Black Widow escapes SHIELD custody, not only does she make that visit to Betty Ross, but she also keeps in contact with Fury and Phil Coulson. In the main timeline, Coulson would go on to witness the formation of the Avengers and lead his own team in Agents Of SHIELD. Here, he’s still the agent who works closely with Natasha, Clint Barton, and Fury.
When Natasha needs to access SHIELD files, she doesn’t have clearance for all of them since she’s on the run, so she gets Coulson to give up his password rather than try to hack in. His password is #stevestevesteveiheartsteve0704. Fans will recognize that as a nod to Steve Rogers. Coulson is his biggest fan, even collecting his trading cards. The 0704 in the sequence is Steve’s birthday.
Captain Marvel
Captain Marvel makes an appearance at the end of the episode when Fury makes it clear that not all of his list of candidates for the Avengers Initiative have been wiped out. That’s not the first time she’s teased though.
When Fury considers calling for help earlier in the episode, he pulls out a beeper. It’s the same beeper he has outfitted to contact her in the movies, the one that does manage to reach her before the events of Avengers: Endgame, though she seems to get to Earth a lot faster in 2008.
Hank Pym Is Yellowjacket
The person picking off all of the potential Avengers is eventually revealed to be Hank Pym. The Hank Pym of the main timeline is a former SHIELD agent (and Ant-Man). Here, he’s mourning the loss of both his wife and daughter, and it’s made him angry enough to take revenge on SHIELD and its heroes.
He wears the same Yellowjacket suit worn by Darren Cross in Ant-Man. That codename, and the color theme, didn’t originally belong to Cross. It actually belonged to Pym in the comics during a storyline that saw him develop an alternate personality as the result of a lab accident.
Hope Van Dyne Is Killed In Odessa
The reveal that Hank is seeking revenge because he believes Fury manipulated Hope into being a SHIELD agent gives the audience a few interesting pieces of information. Hope isn’t an agent in the normal timeline, making that the actual divergent point in the episode.
The mission where Hope was killed is also a nod to one the audience has heard about before. She died in 2006 (Black Widow says she died two years ago when accessing files) in Odessa. That’s where Natasha was sent to retrieve a SHIELD asset, as she recalls the events of the mission to Steve Rogers in The Winter Soldier. She was shot when trying to protect the asset by the Winter Soldier, and is one of his only victims to survive. It seems Hope wasn’t that lucky.
“...A Part Of Something Greater Than Themselves…”
Nick Fury doesn’t just get to repeat his lines about the idea of the Avengers Initiative. He also gets to repeat bits of what is, presumably, his recruitment speech for SHIELD. When he tells Hank Pym that SHIELD agents are people willing to die for something bigger, willing to be a part of something bigger than themselves, that’s an oft-repeated line in the MCU.
Where fans have heard it the most, however, is in Agents Of SHIELD. Coulson is someone who remembers Fury’s speech to him nearly word for word and repeats it back in a few different episodes, including when John Garrett is revealed as a Hydra operative in the first season.
Loki Uses A Familiar Weapon
When Loki brings Asgardian forces to Earth, he makes a strong display of force. The only other Asgardian who gets a line is Lady Sif, which is fitting since Jaimie Alexander also recently reprised her role in the Disney Plus Loki series.
Loki’s weapon has also been seen by the audience before. In Thor, he uses the Casket Of Ancient Winters to freeze the bifrost. The weapon is actually a pwoer source once used by the Frost Giants, but confiscated after war with them. It actually reveals Loki’s Frost Giant heritage the first time he tries to seize it in the movie. It’s also labeled as “weak” by Hela when she destroys Odin’s vault in Thor: Ragnarok.
Loki Believes That Humanity Wants To Be Ruled
It only takes Loki a matter of days to present himself and Asgard as someone who can take over the planet. He gives a version of the same speech he offers up in The Avengers, though it takes place much earlier in the timeline, at the United Nations. That’s the same location in which, in The Avengers, Steve Rogers and an unknown man in the crowd, refuse to kneel before him, much like Nick Fury refuses earlier in the episode.
What If…? is currently streaming on Disney Plus with new episodes available on Wednesdays.