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Marvel’s What If…? Season 3 Highlights & Easter Eggs

By Nick Cimarusti on Dec 31, 2024

The third and final season of Marvel’s What If…? has entered the streaming Multiverse, now in its entirety. As in previous seasons, the eight episodes slowly build up toward a larger story about the Watchers and their place in the universe. Likewise, previous heroes Captain Carter and Kahhori return to save the Multiverse — joined by some very interesting hero mash-ups.

Here are the highlights of each episode in What If…? season 3 along with the Marvel Easter eggs and cameos!


The Avengers Fight in Mech Suits

What If… The Hulk Fought the Mech Avengers?

“This isn’t an infestation. It’s an invasion.”

After a retro, Saturday-morning-cartoon style opening, episode 1 dives right into the Gamma War. Wayward Gamma radiation creates Hulk kaiju, so the Avengers develop Mech Hulkbuster suits to battle them. Casualties arise on both sides and Dr. Bruce Banner attempts to use Gamma rays to solve the problem except he only makes it worse. Mega-Hulk, AKA Hulkzilla, is almost too much for the new Avengers to handle.

Led by Sam Wilson, these new Avengers include Monica Rambeau, Bucky Barnes, Red Guardian, Melina, Nakia, Shang-Chi, and Marc Spector. Fortunately, there’s always a super-suit protocol in place to save the day. Avenger, assemble.


Agatha Harkness Steals the Show Once Again

What If… Agatha Went to Hollywood?

“Oh honey, cosmic is just my size. Haven’t you seen the marquee? I’m a star.”

Why just steal the powers of witches when you can target the protectors of the planet, the Eternals? Better yet, go for the big boss itself: Tiamut, the Celestial hidden inside Earth’s core. That’s Agatha’s plan in episode 2 and she uses the glitz and glamor of Old Hollywood to do it.

With Howard Stark as her director, Agatha pulls Kingo in to the production. Even when Arishem the Judge steps in to stop Agatha, the Celestial is no match for Agatha’s Oscar-worthy delusions. Doesn’t Arishem know you never mess with Number One on the Call Sheet?


Red Guardian and Winter Soldier Take a Road Trip

What If… The Red Guardian Stopped the Winter Soldier?

“Typical Red Room borscht.”

Two Russian antiheroes set out for Las Vegas and the rest is road trip history. After the mission to steal Super Soldier Serum and assassinate the Starks goes wrong, Alexei and Bucky are on the run from General Dreykov. While Red Guardian’s goofy personality is on full display, the Winter Soldier’s stoic side brings balance to this unlikely buddy duo. Alexei even learns that it might not be such a good idea to blindly believe in compliancy to a cause.

Plus, this episode introduces some interesting Easter eggs. Bill Foster appears as Goliath and a National Parks Ranger named Morales helps him — could she be any relation to Miles Morales? Over in Las Vegas, Alexei also steals a drink from a familiar-looking redhead and a guy with ruby glasses. Jean Grey and Cyclops, anyone?


Cosmic Karaoke Saves the Universe

What If… Howard the Duck Got Hitched?

“Are you kidding? I’m a duck. I was born to fly.”

Don’t ever let someone tell you astrology isn’t important. When Howard the Duck and Darcy Lewis’ kid (don’t think about it too much) is born on the Cosmic Convergence, the unhatched egg becomes a target. Nearly everyone is scrambling to get their hands on this egg, including Grandmaster, Yondu and the Ravagers, Kaecilius and his followers of Dormammu, Asgardian Dark Elves, and even Thanos’ Black Order.

Who knew some early ’80s-inspired karaoke was enough to awaken a new cosmic-level hero? The egg-child in question, Byrdie, returns in a big way in later episodes.


The Watcher Breaks His Oath Again

What If… The Emergence Destroyed the Earth?

“Welcome to Earth. What’s left of it, anyway.”

The Celestials wreak havoc once again on Earth and this time, Quentin Beck takes things to a whole new level. Beck capitalizes on the Avengers’ struggle with the Emergence and he also takes over Stark Industries. Only a smattering of heroes, called the Alliance, remain to oppose Beck’s Iron Federation and a chilling version of The Vision.

Fortunately, Riri Williams’ stubborn ingenuity leads her to depower Vision’s Vibranium. Then she constructs a new suit and faces off against Mysterio. But this pivotal moment, when Riri loses all hope, is too much for The Watcher to bear. So he breaks his oath and intervenes, igniting his boss’ rage. The Eminence is not happy with their rogue Watcher.


Shang-Chi and Hawkeye’s Shoot-‘Em-Up

What If… 1872?

“Sun’s gettin’ real low, Hawkeye. Up for an adventure?”

Meanwhile, there is trouble in the further corners of the Multiverse, where “what if?” becomes “what the hell?” In the Old Wild West, Shang-Chi, AKA Ten Rings, and Kate Bishop, AKA Hawkeye, are trying to track down The Hood. During an opening montage, we also get glimpses of Frog-Thor escaping Alligator Loki, Inhuman pirates, and a show tunes-loving Ultron.

Episode 6 is a frontier fable, one last standalone story before the big Watcher showdown. But this episode achieves what the What If…? series does so well, and that’s bringing together unexpected duos in even more unexpected settings. Plus, we also see a possible multiversal origin of the Iron Fist.


Multiversal Storm Makes Her Debut

What If… The Watcher Disappeared?

“Perhaps it is time for some divine intervention.”

Sure, the race to save Captain Carter’s Watcher ally is important, but this is the moment I was really waiting for: the arrival of Storm! As expected, this multiversal, hammer-wielding version of Storm is as regal and powerful as ever. She’s the Goddess of Thunder. Joining Storm and Peggy we also have Kahhori of the Mohawk Nation and Byrdie, from episode 4.

Together, this group of exiles comes up with a plan to save their Watcher. He’s being held captive in the Fifth Dimension and during his interrogation, The Eminence mentions Reed Richards and Madisynn among those whom The Watcher has saved without permission. Is the plan risky? You bet. Asking an Infinity Ultron for help is definitely a last resort. But if anyone can take down The Eminence and his strict cronies, it’s this group.

Marvel Foosball Table Cameos

Aboard Byrdie’s spaceship, we also see the heroes playing some foosball. Except the players are all recognizable figures from throughout the Marvel Multiverse! Look closely and you’ll see Infinity Ultron, Scarlet Witch, Wolverine, Magneto, Mystique, Rogue, She-Hulk, Black Panther, Invisible Woman, Galactus, Zemo, Thanos, Red Skull, Kang, Hela, Iron Fist, Luke Cage, Captain America, Loki, Iron Man, Doctor Doom, and even Beta Ray Bill.


New Watchers Are Born

What If… What If?

“Congratulations, now you know what a surprise feels like.”

The finale episode of What If…? season 3 is an awesome display of visually stunning powers. Colorful animation really heightens the impact of the battle in a breathtaking cosmic setting. It’s hard to predict the outcome until the very end, so I’ll spare the spoilers. However, at one point The Eminence tries to erase the heroes’ entire existences, including other multiversal forms.

This sequence shows Black Panther Storm as well as her Giant-Size outfit, and then Kahhori in an X-Men uniform, an Apocalypse suit, a Cloak and Dagger cloak, and as Captain America. Peggy’s variants are perhaps the most diverse, with Sabretooth Carter, Black Knight Carter, Elektra Carter, and an Asgardian Carter. Once the Multiverse’s fate is decided, we also get quick looks at multiversal versions of beloved Marvel characters near the credits. There’s a multiple-armed Spider-Man, samurai Ghost Rider (possibly Robbie Reyes), Riri as The Punisher, wedding dress Gamora, Blade Moon Knight, Thanos Weapon X, Kingo Iron Man, Ms. Marvel Wasp, Sorcerer Supreme Maestro, Scarlet Witch Howard the Duck, Dragon Hawkeye, Jubilee Silver Surfer, Skrull Captain America, dancing Sersi and Black Knight, Deadpool with all his weapons, young Hela, Star-Lord Shang-Chi, Wild West Loki, and a Scarlet Witch from the DC vs Marvel amalgam comics.


What was your favorite moment, cameo, or Easter egg in What If…? season 3?

Join the conversation with other Marvel fans over at Sideshow Social Network or in side.show/geekgroup, and don’t forget to Let Your Geek Sideshow!

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