Marvel Crowns A New Most Powerful MCU Villain After The Most OP Upgrade Ever (That Doesn't Actually Make Sense)

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Warning! This post contains SPOILERS for What If...? Season 3, episode 2

Marvel's What If...? season 3 episode 2 transforms an unexpected MCU villain into a powerful god on the same power level as the Celestials. Various villains have contended for the title of most powerful antagonist in the MCU's main timeline. For instance, Thanos defeated the Avengers and snapped half of all life in the universe, Dormammu is theoretically able to consume the whole universe with his presence alone, and Kang the Conqueror allegedly destroyed countless universes and annihilated many versions of the Avengers.

What If...? has introduced several characters that also qualify for the title of most powerful heroes or villains in the MCU multiverse. For example, What If...? season 1's Supreme Strange was able to destroy his entire timeline with his corrupted magic, and What If...? season 2's young Peter Quill threatened to conquer the Earth with his Celestial powers. What If...? season 3 episode 2 presents yet another alternate variant of an established MCU character who gets a huge power boost somewhere out there in the multiverse.

Agatha Returns In What If Season 3 Episode 2

Kathryn Hahn's Agatha Harkness Is A Movie Star In What If...? Season 3 Episode 2's Alternate Timeline

Whereas Agatha Harkness dies in Agatha All Along episode 9 after completing the Witches' Road's trials and sacrificing herself to Death, one of Agatha's multiversal variants thrives as a classic Hollywood star in the 1930s. What If...? season 3 episode 2 presents a version of Howard Stark that uses his wealth and intellect to become a film studio executive instead of a scientist. With the help of his right-hand man Jarvis, What If...? season 3's Howard Stark films the most ambitious musical of the era, with A-list star Agatha Harkness in the lead role.

Sam Wilson Mech Avengers Custom What If MCU Image

What If Season 3 Episode 1 Breakdown: Recap, Ending Explained & Easter Eggs

What If...? season 3 features a reality where Earth's Mightiest pilot mechs to defend the world. Here's our recap, Easter eggs, and ending explainer.

Under her apparent desire for movie stardom, What If...? season 3's Agatha Harkness seeks magical power. Instead of the Scarlet Witch's chaos magic, however, this Agatha variant wants to absorb Tiamut's Celestial power before its birth. To achieve it, Agatha first needs to tap into an Eternal's power, so she sets her sights on a fellow movie star, Kingo. After a fight scene that's as fictional as it is authentic, Agatha performs a ritual that allows her to siphon King's power and then steal Tiamut's just in time to fight Arishem.

Agatha's God-Form Combines The Power Of Two Celestials, The Eternals & Her Own Magic

What If...? Season 3 Episode 2 Shows The True Extent Of Agatha's Power-Absorbing Abilities

Agatha Harkness' innate ability to steal other individuals' powers isn't too different in What If...? season 3, with the only difference being that this ability isn't limited strictly to magic. When Kingo fights Agatha while Howard Stark films his movie, the Eternal realizes that Agatha is using Thena's weapon-making powers, and Agatha reveals that she has already acquired Thena's, Makkari's, and Gilgamesh's abilities. Agatha also shoots energy beams from her eyes, suggesting that she also stole Ikaris' powers at some point.

Kingo reminds Howard Stark and Jarvis that he isn't a god or a magical being, but something more along the lines of a highly-advanced robot.

Agatha mocks Kingo's "finger pistols", but she uses his abilities in a drastically different way. As soon as Agatha absorbs Kingo's power, she creates a bond with Tiamut inside the Earth's core and transforms into a giant mystical being made of pure energy. In this form, Agatha is bigger than the Earth itself, and she's able to go toe-to-toe with Arishem in space. Using her magical knowledge, Agatha manages to contain Arishem and drain his power with an attack not unlike the rune-casting spell Scarlet Witch used to defeat the original Agatha in the WandaVision finale.

Agatha's Power Upgrade Is Based On A Major Plot Hole

What If...? Season 3 Takes Some Creative Liberties With Agatha Harkness' Powers

Agatha Harkness steals other witches' magic in Agatha All Along and absorbs the Celestials' power in What If season 3 episode 2

Apart from being able to absorb non-magical beings' energy, the Agatha Harkness variant introduced in What If...? season 3 episode 2 also differs from Earth-616's Agatha in that she's able to drain other people's power without having to get attacked by them first. Agatha All Along showed how Agatha became powerful by getting other witches to blast her with their magic throughout the ages, and Agatha got part of her magic back when Alice Wu-Gulliver instinctively shot a spell at her. In What If...? season 3 episode 2, Agatha simply drains Kingo and Tiamut's power out of their bodies.

What If...? season 3 episode 2 continues to suggest that not all Marvel universes possess the same rules as the MCU's main timeline

What If...? has made major changes to several characters' abilities and origins in order to tell unique stories set in alternate timelines. For instance, What If...? season 1 episode 8 made it so that Vision's Mind Stone was powerful enough on its own to cut Thanos in half, and What If...? season 2 episode 9 overlooked the negative side effects of wielding the Infinity Stones when Captain Carter used them while fighting Strange Supreme. What If...? season 3 episode 2 continues to suggest that not all Marvel universes possess the same rules as the MCU's main timeline.