Every Episode Of What If Season 3 Ranked Worst To Best

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Uatu the Watcher, Captain Carter, and Cowboy Simu Liu from What If s3 Custom image by Ana Nieves

Warning! This article contains spoilers for What If...? season 3.

What If...? has concluded its final season, and, over the course of eight adventurous episodes, the Marvel Cinematic Universe (MCU) 's most experimental show. What If...? debuted in 2021 when the Multiverse Saga was still in its earliest phase. The animated series took familiar characters from the MCU and put them in new and unusual settings to create stories that would normally be difficult to set up, or diverge from the rest of the Sacred Timeline.

Over the course of the show's three-season run, Uatu, the Watcher, has observed the far corners of the vast multiverse and witnessed strange and spectacular events. However, this has not been without incident. The third season sees the culmination of Uatu's watch, and the adventures of recurring characters like Captain Peggy Carter, with a strong selection of episodes to bid the series farewell.

8 Episode 1 - "What If... The Hulk Fought The Mech Avengers?"

Sam Wilson approaching Mega-Hulk in What If...? season 3

While this adventure kicked off season 3, it was the least strong episode of the season. It focused on a story that included Sam Wilson as Captain America, teaming up with a variety of other heroes such as Moon Knight, Shang-Chi, Nakia, and even the Red Guardian, which was an interesting team formation after the Avengers has been disbanded. And while it included these heroes teaming up to fight in large mech suits that combined like a Power Ranger Megazords fighting a Hulk that looked like Godzilla, it didn't feel as original as some other stories.

What if Finale Captain Carter's Shield

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The line from Bruce Banner saying "On your left," and Sam Wilson's "Avenger Assemble" are great callbacks and plays on moments from Avengers: Endgame, but it also highlights that this story packed less of that punch. It was a solid start to the season, but things got significantly more interesting and fun after What If...? season 3, episode 1.

7 Episode 4 - "What If... Howard The Duck Got Hutched?"

Howard and Darcy With Egg in What If Season 3 Episode 4

There is no doubt that this episode has a lot of fun. Howard the Duck marrying Darcy from the Thor films, and then meeting Jeff Goldblum's Grandmaster on a pleasure cruise, there is a lot to appreciate and enjoy. Likewise, the range of cameos from characters like Dormammu, Yondu, Fury, Frost Giant Loki, the Black Order and Thanos, to name a few, made this a star-studded episode.

The premise is also highly creative, with Howard and Darcy having a baby egg that they must protect, and then an epic fight sequence at the end. However, this episode also feels like a bonus adventure rather than something that is pivotal to the rest of the series. Yes, it introduces Birdy the Duck, but beyond that, it felt like a wild episode to use so many crossovers on, especially at the halfway point of season 3.

6 Episode 2 - "What If... Agatha Went To Hollywood?"

Howard talking to Kingo and Agatha in What if...? Season 3 Episode 2 Image via Disney+

Another episode that did fun well, on top of feeling like a much-needed sequel to the Eternals story since the characters have been MIA from the MCU, episode 2 was a solid What If...? entry. Things get wild and wacky as Agatha Harkness is a movie star with a secret agenda to steal the power of the Celestials. Meanwhile, she hires Kingo, the Eternal, to join her for a film.

Split image of the cast of Agatha All Along

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Yes, everything is wild and wacky, but it's done in a setting and in a way that makes it all make sense. Kingo and Agatha are the perfect characters to make this storyline a reality, while also inserting a big dance off in the middle of the episode. It's also great to see Howard Stark involved as the young and energetic version that was previously seen in Captain America: The First Avenger, and Agent Carter.

5 Episode 6 - "What If... 1872?"

Shang-Chia nd Kate on Train in in What If...? Season 3 Episode 6

This was one of the most ambitious episodes of What If...? season 3, with Shang-Chi and other familiar characters appearing way back in a Wild West setting in the year 1872. Shang-Chi serves as the main hero, partnering up with Kate Bishop as a pair of righteous cowboys. In addition to minor outlaws like John Walker causing trouble, the pair search for the mysterious criminal mastermind, the Hood.

Both Shang-Chi and Kate have their own reasons for tracking down the Hood, and along the way, they meet a boy named Kwai Jun-Fan. This episode features a strong twist, and an incredible and unexpected duo to make a truly standout adventure in the final season of What If...?. It also offered a potential hint for the future of Iron Fist in the MCU when it was revealed that young Kwai is the Iron Fist, and for the end of the season, with the Watcher being captured by his own kind.

4 Episode 3 - "What If... The Red Guardian Stopped The Winter Soldier?"

Winter Soldier and Red Guardian looking out broken window in What If...? season 3, episode 3

A pivotal moment in the MCU was when the Winter Soldier, aka Bucky Barnes, kills Tony Stark's parents under orders from HYDRA. This incident causes Tony to enter a period of intense rebellion, grief, and struggle, as he tries to carry on his father's legacy, while also stepping out as his own person. However, in What If...? season 3, episode 3, the events play out a little differently. Namely, the Red Guardian, another agent of HYDRA and the Red Room, steps in to stop Bucky from killing the Starks.

The Watcher and the Mech Avengers in What If...? season 3

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The fight between Red Guardian and Winter Soldier was great, and with the inclusion of Bill Foster as Giant Man, it took the story to the next level. There is also a lot of humor shared between Bucky and Alexei, which makes this episode stand out, and a tribute to Thelma & Louise, which builds on the unique comedy and humor of a story set in the early 1990s. Fun, action, and a unique pairing that teases an exciting team up in the upcoming Thunderbolts* movie all add up to make this one of the strongest episodes in season 3.

3 Episode 5 - "What If... The Emergence Destroyed The Earth?"

Riri Williams' Vision in Mysterio's illusion in What If...? season 3

Another episode which builds on the world-shaping narrative which was left open-ended in Eternals, episode 5 explores how humans continue to survive after the Emergence occurred with Tiamut hatching out of the Earth's core and leaving in search of his kind. In this dystopian landscape, Riri Williams stands as a rebel against powerful enemies like the White Vision, and his new master, Mysterio.

The exploration of Riri's extraordinary intelligence, her ability to use the remains of the White Vision to combine with her organic material and become a human synthezoid, and the twists with Mysterio back and forth make this a particularly strong episode. There were some characters who could have used more focus and attention, such as the Power Broker, Valkyrie, and Wong, but the vision of an Avengers logo at the end, and the Watcher being put on watch make this episode one of the best from the series to date.

2 Episode 7 - "What If... The Watcher Disappeared?"

Infinity Ultron Powers Ship in What If Season 3 Episode 7

The penultimate episode of the third season sees things step up significantly. This episode brings together some of the most interesting characters in the series' run, with Captain Carter, Birdy the Duck, and Kahhori, all being joined by the mutant Storm, who in this reality is actually a Thor variant. This core team makes perfect sense in the series, and their team-up works far more effectively than the other all-female team that was shoehorned into Avengers: Endgame.

Split image of storm with glowing eyes in X-Men '97 and X-Men

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Episode 7 and is a real showcase for the strengths of the What If...? series, highlighting two original heroes from the series, and two variants of MCU characters. It also builds on all the elements that came before, and the inclusion of the team seeking out Infinity Ultron in order to help them find and track down the Watcher is an exciting and fun callback to season 1. Overall, this is a very strong episode and one that makes perfect sense in this format, as the animation makes it easier to tell an epic tale of fantasy, multiversal exploration, and unbridled imagination.

1 Episode 8 - "What If... What If?"

Uatu Shares The Watchers Oath in What If Season 3 Episode 8

Between the final two episodes of What If...? season 3, it's very close between them, but the finale has a couple of elements that make it definitively the best. While it does not include an epic team up of various heroes and villains like episodes earlier in season 3, it sticks with the core team introduced in episode 7. For all the What If...? series run, Captain Carter is the closest thing to a main character that the show develops, and her link to the Watcher makes them an important pairing. However, when the Watcher is in trouble, Captain Carter relies on her closest allies to help save him, which is exactly what happens.

Much of the episode features an all-out brawl between the heroes and the superior Watchers, and the whole battle is animated beautifully. There are also great twists and turns that give the heroes the upper hand. While this is the final episode of the show, it feels hopeful and bright, with the show hinting at these characters potentially returning to the MCU as part of Avengers: Secret Wars. But even in isolation, episode 8 stands out as the best episode of What If...? season 3.

What If season 3 poster

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What If… ? is an animated anthology series set in the Marvel Cinematic Universe which features fan-favorite characters, including Peggy Carter, T’Challa, Doctor Strange, Killmonger, Thor, and more. The new series, directed by Bryan Andrews with AC Bradley as head writer, features signature MCU action with a curious twist. The show sees Uatu the Watcher, an omnipotent being that observes the events of multiple universes from afar as they unfold, unable to interfere. However, things shift when an entity peers beyond the veil, jeopardizing the multiverse. 

Release Date August 11, 2021

Finale Year November 30, 2023

Seasons 3

Writers Ashley Bradley , Matthew Chauncey

Directors Bryan Andrews

Showrunner Ashley Bradley

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