The following contains spoilers for the third episode of What If...?

Fans were in for a shock when watching the third episode of What If..?, Marvel’s newest series exploring alternate universes. Following trailers and assumptions, it seemed that the animated series’ third episode would put Loki on the throne of Asgard and send him to Earth in an attempt to rule. Instead, viewers were met with the MCU’s darkest storyline yet. The episode, titled "What If… The World Lost Its Mightiest Heroes?" tackles death, grief, and a world where the iconic Avengers are taken out for an unknown reason.

"What If… The World Lost Its Mightiest Heroes?" doesn’t wait for an act break to switch its tone, starting dark and only swerving deeper. Within the first five minutes, Tony Stark — caught during the events of Iron Man 2 — is dead, with Natasha Romanoff as the prime suspect. In only a few days, Thor and the Hulk, both in the process of being recruited by Nick Fury of S.H.I.E.L.D, join the list of casualties. Their deaths cannot be explained as the story turns into a murder mystery with an ominous center.

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More than perhaps any other piece of the MCU, the third episode of What If…? is driven by grief — its power and effect on those who find themselves entangled in its grasp. Despite what happens later in the episode, it is grief over his brother Thor that sends Loki, now the King of Asgard through succession, to Earth in search of revenge and justice. The God of Mischief’s arrival puts S.H.I.E.L.D into overdrive hunting for the killer of their agents. Along with Loki, Natasha is undone by grief as well after learning that Clint Barton (better known as Hawkeye) has also been taken out by the killer. Her anger causes her to throw herself full force at the nameless villain, getting murdered in the process. After the lives lost and no end in sight, Nick Fury is forced to make a deal with Loki in an effort to take the killer down once and for all — something the Fury fans are familiar with would have a hard time jumping into.

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In a rather refreshing twist, though hinted at throughout the episode in wonderful Agatha Christie fashion, the serial killer of Earth’s mightiest heroes is Hank Pym, acclaimed physicist. While the canon timeline sees Pym as a hero alongside Ant-Man, the Pym featured in What If…? is jaded after the loss of not only his wife but also his daughter, Hope Van Dyne, after a S.H.I.E.L.D mission gone wrong. What If…? highlights an aspect of the MCU not fully discussed before, the fact that S.H.I.E.L.D — while responsible for bringing together heroes to make the Avengers and keeping HYDRA from taking over — still has immense blood on its hands and isn’t as perfect as it appears.

The episode attempts to instill hope in its viewers by its ending — hinting at a new version of the Avengers featuring Captain Marvel, What If..? pilot’s Captain Carter, and a thawing Steve Rogers — but a bittersweet taste is all that’s left. "What If… The World Lost Its Mightiest Heroes?" rounds out its final minutes under the large shadow of Loki’s supposedly successful takeover of Earth, even reciting his memorable speech from The Avengers at a meeting of the United Nations. It may seem like a weird place for the What If…? episode to end, but not terribly shocking for fans who have been paying close attention. If the finales of Loki and WandaVision are any indication, the Marvel Cinematic Universe may be going through a dramatic shift to more complicated, darker paths for their heroes to follow, where winning isn’t as easy as before.

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It’s not known if What If…? will be veering off into more dramatic territory from now on, but there are elements of its third episode that definitely should be considered in episodes moving forward. ‘What If… The World Lost Its Mightiest Heroes?’ is the series’ most ambitious piece yet, refusing to just show viewers another retelling of their favorite heroes’ origin stories. The episode was able to portray real, timeline-altering changes for a universe after what seemed like a small event. To add on top of that, the episode brought back characters from previous episodes of What If...?, opening up a door of possibilities and theories for the season’s upcoming episodes. It’s quite possible that fans may see this version of S.H.I.E.L.D, Fury, and the Avengers later on. The real question remains, though: will the animated series go even darker than this?

What If…? is streaming on Disney Plus with new episodes available on Wednesdays.

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