Every MCU Actor Replaced In Marvel's What If...? Season 3

Some actors from the live-action MCU did not return to voice their characters' variants in What If...? season 3, and were instead replaced with new voice actors. When Marvel Animation's What If...? series kicked off in 2021, many MCU stars opted to reprise their roles, bringing some of their weirdest and wildest variants to life. However, a number didn't elect to return, with the likes of Robert Downey Jr., Chris Evans, Scarlett Johansson and more being replaced with new stars, and this happened again in What If...? seasons 2 and 3.

What If...? season 3 kicked off on December 22, 2024, and ran for eight consecutive days over the Holiday period. Like its predecessors, season 3 introduced some very unexpected variants to the MCU's multiverse, though the recent installment has been regarded as the most outlandish chapter of What If...? yet. Unfortunately, season 3 is also What If...?'s final season, but the opportunity is there for its characters to now appear in live-action, though it's unclear whether What If...?'s cast of voice actors or these characters' original stars would play them.

14 Kari Wahlgren As Melina Vostokoff

Melina Vostokoff Was Played By Rachel Weisz In Live-Action

Melina Vostokoff appeared as a member of the Avengers team in What If...? season 3, episode 1, "What If... the Hulk Fought the Mech Avengers?" This was an interesting evolution for the character, who was introduced as a high-ranking member of the Red Room and Natasha Romanoff's surrogate mother in 2021's Black Widow. In live-action, Melina is played by Rachel Weisz, who also voiced the character as the Iron Maiden in What If...? season 2, but Kari Wahlgren took over the role for season 3.

It seems as though the voices for What If...? seasons 1 and 2 were recorded around the same time, while there was a gap between the recordings for seasons 2 and 3. This could explain Kari Wahlgren, who is known for her voice roles in Phineas and Ferb, Hellsing, Rick and Morty and more, replacing Rachel Weisz in the role of Melina Vostokoff. Melina only had a very small role in What If...? season 3's premiere, and will likely be played by Weisz, should she return to live-action.

13 Brittany Adebumola As Nakia

Nakia Was Played By Lupita Nyong'o In Live-Action

Similarly to Rachel Weisz, Lupita Nyong'o also did not return to voice Nakia in What If...? season 3's premiere. The episode saw Nakia recruited into the Mech Avengers team, too, perhaps following in the footsteps of T'Challa and Shuri's Black Panthers before her. Nakia was introduced as T'Challa's love-interest in 2018's Black Panther, and had a smaller but still crucial role in the 2022 sequel, Wakanda Forever. In What If...? season 3, however, Nakia is voiced by Brittany Adebumola.

Brittany Adebumola is best known for her roles in Grand Army, 4400 and The Other Black Girl, and has now joined the MCU as the voice of What If...? season 3's Nakia variant. Just like Melina Vostokoff, Nakia only had a very small role in What If...? season 3's premiere, and it's unclear whether audiences will see this version of the character again. With Marvel Studios officially confirming Black Panther 3, however, it's very likely that Lupita Nyong'o will return to portray Nakia in live-action.

12 Piotr Michael As General Dreykov

General Dreykov Was Played By Ray Winstone In Live-Action

General Dreykov has only been seen once in the MCU's history, as 2021's Black Widow revealed him to be the man behind the Red Room and the mind control of young girls to become Black Widow assassins. Dreykov's portrayal in Black Widow received some criticism, as English actor Ray Winstone delivered an uncomfortable interpretation of the villain. Piotr Michael surprisingly had a better understanding of who Dreykov is in What If...? season 3, episode 3, "What If... the Red Guardian Stopped the Winter Solder?"

Best known for his voice roles in The Wild Robot, Family Guy, Creature Commandos and Star Wars: Young Jedi Adventures, Piotr Michael has also worked with Marvel Studios on a number of previous projects. He voiced the Strucker Watch ad narrator in WandaVision, and voiced other minor characters in previous seasons of What If...?. It would be great for Michael to return to develop Dreykov even further in What If...?, as it seems the villain won't return to the live-action MCU.

11 Kiff VandenHeuvel As Obadiah Stane

Obadiah Stane Was Played By Jeff Bridges In Live-Action

Obadiah Stane was the MCU's original villain, as he conspired to bring down Robert Downey Jr.'s Tony Stark in 2008's Iron Man. This made it even more satisfying to see Stane return in What If...? season 3, and it made a lot of sense that he would have also tried to have Howard and Maria Stark assassinated. This answers a huge mystery surrounding the deaths of Tony Stark's parents, and expands on the motivations of the MCU's first antagonist, though the legendary Jeff Bridges did not return for the role.

Instead, What If...?'s Obadiah Stane was voiced by Kiff VandenHeuvel, best known for his roles in Behind the Candelabra, Richie Rich, Nightcrawler and video games BioShock Infinite, Star Wars: The Old Republic and The Walking Dead. VandenHeuvel previously voiced Obadiah Stane in What If...? season 1, episode 6, "What If... Killmonger Rescued Tony Stark?" There has recently been speculation that Obadiah Stane will return to the MCU, with Jeff Bridges perhaps opening the door for his OG MCU villain to return.

10 Matt Friend As The Grandmaster

The Grandmaster Was Played By Jeff Goldblum In Live-Action

Jeff Goldblum joined the MCU as the enigmatic and powerful Grandmaster in 2017's Thor: Ragnarok, and returned to voice the ruler of Sakaar both in What If...? season 1 and in season 2. In What If...? season 1, episode 7, "What If... Thor Were an Only Child?," the Grandmaster was featured as DJ Foam, presiding over the epic party on Earth which saw Darcy Lewis first meet Howard the Duck. What If...? season 3, episode 4, "What If... Howard the Duck Got Hitched?," followed-on from this storyline, but saw Matt Friend voice the Grandmaster instead of Goldblum.

Known for his voice roles in Good Burger 2, A Very Cold War Christmas and Family Guy, Matt Friend has become even more well-known for his impersonation of Jeff Goldblum. He voiced the Jurassic Park star in Family Guy and The Simpsons, and has performed as Goldblum on-stage alongside the actor himself. His version of the Grandmaster in What If...? season 3, episode 4 was almost indistinguishable from Goldblum's, suggesting that the more-iconic actor could re-assume the role in live-action at any moment.

9 Jared Butler As Kaecilius

Kaecilius Was Played By Mads Mikkelsen In Live-Action

Kaecilius has been widely regarded as one of the MCU's most wasted villains, as Mads Mikkelsen's depiction of the dark Master of the Mystic Arts was hugely celebrated back in 2016's Doctor Strange. "What If... Howard the Duck Got Hitched?" marked Kaecilius' first appearance in the MCU since his live-action debut, but Mikkelsen did not reprise the role. Instead, Kaecilius was voiced by Jared Butler in What If...? season 3, even though Mads Mikkelsen has suggested he'd be open to returning.

Jared Butler is perhaps best known as the voice of Captain Jack Sparrow in the Pirates of the Caribbean: At World's End video game, while he has also recently appeared as an announcer in The Orville. What If...? marks his MCU debut as the follower of Dormammu on the hunt for Darcy Lewis and Howard the Duck's powerful egg. This version of Kaecilius was seemingly killed by the egg dispersing its energy, though the villain could return to live-action, should Marvel Studios put Doctor Strange 3 into development.

8 Andrew Morgado As Laufey

Laufey Was Played By Colm Feore In Live-Action

What If...? season 1 introduced the Frost Giant version of Tom Hiddleston's Loki, and this variant returned in What If...? season 3, episode 4. While Hiddleston voiced his MCU villain-turned-hero, his Frost Giant father, Laufey, was voiced by Andrew Morgado, rather than Colm Feore, who previously portrayed the King of the Frost Giants in 2011's Thor. Laufey previously appeared in "What If... Thor Were an Only Child?," though didn't have any speaking lines in What If...? season 1.

Despite being King of one of the Nine Realms, Laufey has had very little development in the MCU aside from him leading the Frost Giants and engaging in war with Odin and the Asgardians. Best known for his voice roles in The X-Files, Bumblebee, Supergirl and Velma, Andrew Morgado has also previously worked with Marvel. He voiced the Souls of the Damned in Doctor Strange in the Multiverse of Madness, and provided voices for Spider-Man: Across the Spider-Verse.

7 Darin De Paul As Zeus

Zeus Was Played By Russell Crowe In Live-Action

While Hollywood legend Russell Crowe brought the King of the Olympian Gods to life in 2022's Thor: Love and Thunder, it was Darin De Paul who introduced Zeus into animation in What If...? season 3. Best known for his voice roles in various video games, De Paul has also loaned his talents to projects such as The Legend of Vox Machina, Ice Age, Warcraft and Mortal Kombat Legends: Scorpion's Revenge. As Zeus, De Paul imitated Crowe perfectly, bringing the vibrant and charismatic Greek God to life perfectly.

Zeus was one of many notable MCU characters who engaged in battle for possession of Howard the Duck and Darcy Lewis' mysterious and influential egg. However, after seeing the power held within, Zeus decided to simply leave the fight to likely return to Omnipotence City. Many different Gods in the MCU have received a huge amount of attention, while Zeus has only been seen one, and only very briefly. It would be brilliant to see Russell Crowe reprise the role, particularly after Thor: Love and Thunder's post-credits scene teased his son, Hercules, battling Thor.

6 Steven French As Malekith

Malekith Was Played By Christopher Eccleston In Live-Action

While villains such as Dreykov, Kaecilius and Laufey have been underused in the MCU, none have perhaps been more wasted than Malekith, the King of the Dark Elves. Christopher Eccleston appeared as Malekith in 2013's Thor: The Dark World, but he was unceremoniously killed off and hasn't been seen since. It was brilliant to see Malekith finally return to the MCU, appearing as one of the characters vying for possession of Howard the Duck and Darcy Lewis' egg, though he was not voiced by Eccleston.

Best known for roles in All My Children, Unbreakable Kimmy Schmidt, The Guardian Brothers and Maniac, Steven French voiced Malekith in What If...? season 3, episode 4. Malekith led his army of Dark Elves to acquire the egg, and was possibly killed off yet again when the egg dispersed its energy. The fact that Malekith has finally returned to the MCU over a decade after he was last seen is very exciting. This could possibly lead to his return to live-action, which would give him the chance to be much better developed.

5 Kari Wahlgren As Carina

Carina Was Played By Ophelia Lovibond In Live-Action

Carina, despite being a very minor character in the MCU, has been featured in a number of What If...? episodes, and returned in What If...? season 3, episode 4. Carina introduced Yondu, who had claimed Howard the Duck and Darcy Lewis' egg, to her new master, Kaecilius, on Knowhere. This new version of Carina was voiced by Kari Wahlgren, who also took on the brief role of Melina Vostokoff in the season premiere, rather than Ophelia Lovibond, who portrayed Carina in 2014's Guardians of the Galaxy.

Similarly to Rachel Weisz and Lupita Nyong'o, Ophelia Lovibond previously voiced Carina in past episodes of What If...?, but didn't return for What If...? season 3. It's unclear exactly why, though Kari Wahlgren did a great job at voicing the innocent Carina alongside her other role. It's interesting that Carina keeps reappearing in the MCU, following her debut in Thor: The Dark World's post-credits scene and death in Guardians of the Galaxy, her holding the Power Stone in her hand may have made her a legend.

4 Alejandro Saab As Quentin Beck’s Mysterio

Mysterio Was Played By Jake Gyllenhaal In Live-Action

Mysterio is one of the most iconic villains in the Marvel Universe, and was a hugely exciting adversary for Tom Holland's Peter Parker in 2019's Spider-Man: Far From Home. Jake Gyllenhaal was a fantastic casting choice for Mysterio, but it didn't make sense for him to portray an older and more powerful iteration of the villain in What If...? season 3. Instead, Alejandro Saab voiced Quentin Beck's Mysterio in "What If... the Emergence Destroyed the Earth?," delivering a much more intense and sinister version of Mysterio.

Alejandro Saab's version of Mysterio had taken over Stark Industries in the wake of the Celestial Tiamut's Emergence, and used his Iron Federation to kick-start a prolonged war and assume control of the Earth's fragmented pieces. He uploaded technological nanites into his own body to be able to control his illusions at will, but he was eventually defeated by Riri Williams with her Vision upgrade. Saab has taken on many voice roles in anime and video games, informing his villainous and energetic performance as Mysterio in What If...?.

3 Kenna Ramsey As Okoye

Okoye Was Played By Danai Gurira In Live-Action

Known for voice roles in Big Nate, The Boss Baby: Back in the Crib, My Adventures with Superman and Kung Fu Panda: The Dragon Knight, Kenna Ramsey made her MCU debut in What If...? season 3 as the voice of Okoye. The Walking Dead star Danai Gurira has voiced animated versions of her live-action MCU character in previous seasons of What If...?, but didn't return for season 3. Okoye was included as a member of the Alliance fighting back against Mysterio and the Iron Federation after Tiamut's Emergence destroyed the Earth.

This version of Okoye was more hardened and less approachable than Gurira's iteration, though both have now been connected to Riri Williams, first in Black Panther: Wakanda Forever and now in What If...? season 3. Danai Gurira is expected to continue portraying Okoye in future MCU projects, possibly even in a Disney+ series focused on the former Dora Milaje General and new Midnight Angel. This makes Kenna Ramsey's replacement of her in What If...? season 3 more confusing, though Ramsey still did a solid job.

2 Michelle Wong As Ying Nan

Ying Nan Was Played By Michelle Yeoh In Live-Action

Similarly to several previous MCU actors, Michelle Yeoh did not return to voice Ying Nan, her character from 2021's Shang-Chi and the Legend of the Ten Rings, in What If...? season 3, episode 5. Instead, Singaporean actor Michelle Wong, known for roles in Wonder Boy, The Queen and Silent Walls, voiced the protector of Ta Lo. In What If...?, Ying Nan was featured as a member of the Alliance, fighting alongside Valkyrie, Okoye and Wong in the battle against Mysterio and his Iron Federation.

Michelle Yeoh had previously portrayed not only Ying Nan, but also Aleta Ogord in Guardians of the Galaxy Vol. 2, so it's curious as to why she didn't return to Marvel Studios for What If...? season 3. Even so, Michelle Wong did a great job at bringing Ying Nan to life, even if this was a very different version to the iteration from Shang-Chi and the Legend of the Ten Rings. With Shang-Chi 2 seemingly in development, it would be great to see Ta Lo revisited and Ying Nan return.

1 David Chen As Wong

Wong Was Played By Benedict Wong In Live-Action

Since his debut in 2016's Doctor Strange, Benedict Wong has played Strange's right-hand-man and Sorcerer Supreme, Wong. Wong has become one of the MCU's most regular characters, with Benedict Wong having made several cameo appearances in the Multiverse Saga. Benedict Wong did not reprise the role for What If...? season 3, however, with Taiwanese actor David Chen taking on the role instead. Benedict Wong may have had scheduling conflicts, like several other stars, including Michelle Yeoh, Danai Gurira, Mads Mikkelsen, Jeff Goldblum, Lupita Nyong'o and Rachel Weisz.

It seems very likely that Benedict Wong will return as Wong at some point in the not-too-distant future of the MCU. Benedict Cumberbatch has confirmed his return in Avengers: Doomsday and Secret Wars, so Wong may join him. Doctor Strange 3 is also speculated to be in development, while there are many other upcoming MCU projects that could feature Wong. Wong is a key part of What If...? season 3, episode 5, and it would be great to see him be central to more adventures in the MCU's future.

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