Marvel's What If…? season 1, episode 5 recap: Zombies attack!

After the season finale of Loki blew up the MCU's Sacred Timeline in order to introduce us to the multiverse, Marvel's new Disney+ series What If. . .? explores how a single choice can turn the reality we knew on its head.

Based on the long-running comic series and narrated by Uatu the Watcher (Jeffrey Wright, who's doing comic-double duty as Commissioner Gordon in 2022's The Batman), each episode of this animated anthology series explores an event in the MCU from an alternate universe where the characters we know and love are forced into new circumstances and their actions change the course of history.

Episode 1: Peggy picks up the shield

The Falcon and the Winter Soldier showed how daunting it was for Sam Wilson to replace Steve Rogers — but what if Steve never wielded Captain America's shield in the first place? That's the premise of the first episode of What If…?, which asks what would happen in a universe where Peggy Carter (Hayley Atwell reprising her iconic role) became the Captain instead. And as Uatu notes in his introduction, when alternate Peggy decides to stay with Steve during his transformation (instead of watching from the booth like she did in 2011's Captain America: The First Avenger), she triggers a cascade of events that change her fate, well as those of Steve Rogers (Josh Keaton subbing in for Chris Evans) and Bucky Barnes (Sebastian Stan).

In this reality, HYDRA agent Heinz Kruger launches his attack on the facility before Steve receives the super-soldier serum, not after like he did in the film. Kruger kills Dr. Erskine (Stanley Tucci) and shoots Steve, who is then too weak to undergo the procedure. Peggy kills Kruger, but since Colonel Phillips dies in the attack, Bradley Whitford steps in as Colonel Flynn and orders the last man standing, Howard Stark (the delightfully wise-cracking Dominic Cooper), to take Steve's place before the multi-million-dollar super-soldier project goes down in flames. Stark refuses and the only one left is Peggy, who jumps into the machine before Flynn can stop her.

Though the super-soldier serum is just as successful on her as it was on Steve in the original MCU timeline, the sexism of the time keeps her benched and frustrated. Steve, who is still skinny and recovering from being shot, believes in her wholeheartedly, saying that her outside matches the hero he always knew she was inside. Though their physical roles are reversed here, their unspoken love for each other is strong as ever.

Once Johann Schmidt, a.k.a. the Red Skull, (Ross Marquand, replacing Hugo Weaving) obtains the Tesseract, the danger is too great to keep Peggy on the sidelines, and with a little sartorial help from Howard — who adds the Union Jack to the iconic shield — Peggy manages to capture the Tesseract along with Arnim Zola (Toby Jones) during a dynamic battle in front of Berlin's Brandenburg Gate. With the Tesseract now in the SSR's possession (unlike in the film where Schmidt had it the whole time), Howard Stark creates a proto-Iron Man suit called the HYDRA Stomper. But instead of suiting up like his son Tony eventually will, Howard gives the suit to Steve, who uses it to aid Peggy as she goes about winning the war. As Peggy hops off Steve's flying back and lands on various unsuspecting German pilots, they wind up dancing in a different way this time. And if there was any doubt that Steve was truly a wife guy, his full-hearted support of Peggy in battle proves it.

It's not just Steve and Peggy that undergo changes, but Bucky as well. After rescuing Bucky and the rest of the Howling Commandos, Peggy saves him from his future as the Winter Soldier by preventing his ill-fated fall from the train. Unfortunately, though, while Steve is in the HYDRA Stomper, he gets caught in the train's explosion. Peggy mourns Steve but it turns he's alive; the Red Skull captured him to get the Tesseract back so they can release the Champion of HYDRA, an inter-dimensional force that will lead them to world domination. Though Red Skull eventually gets squished in the tentacles of his champion, the only way Peggy can stop the monster from devouring Europe is to push it back through the portal as it's sealed. Obtaining a promise of a real dance from Steve as he did from her in another world, Peggy sacrifices herself.

As the portal spits her out at the feet of Nick Fury (Samuel L. Jackson) and Hawkeye (Jeremy Renner) in the present day, she becomes a woman out of time. It seems that no matter what the reality, she and Steve are destined to be star-crossed lovers.

Episode 2: T'Challa takes to the stars

In the first episode of What If . . .? Peggy Carter switched roles with Steve Rogers, but what happens when one MCU character takes the place of another in a completely different storyline? Well, if that man is T'Challa, it can change the fate of the entire universe.

While the second episode is a light-hearted exploration of what would happen if T'Challa became Star-Lord instead of Peter Quill, it can't help but feel bittersweet since it is the late Chadwick Boseman's final performance as T'Challa (the episode is dedicated to him as well). He's wonderful in it and shows a surprising amount of chemistry with the rest of the Guardians of the Galaxy vocal cast, especially the inimitable Michael Rooker reprising his role as Yondu, and Karen Gillan, who gets to play the normally super-serious Nebula as a witty triple-crossing femme-fatale.

This alternate universe begins when Yondu's Ravagers accidentally kidnap T'Challa as a young boy instead of Peter Quill, the spawn of Ego. Young T'Challa wants to explore the galaxy, but the choice to stay with Yondu means Wakanda is left without its prince. And though T'Challa loves his homeland, he believes it's been destroyed thanks to Yondu's lies.

Decades later, this Star-Lord arrives on Morag to retrieve the Orb (which houses the Power Stone) just as Peter Quill did, but the story diverges pretty quickly — and not just from the lack of dancing. Korath the Pursuer (Djimon Hounsou) arrives, but he's now star-struck at meeting T'Challa's famous hero and winds up joining the Ravagers himself after they're both rescued by a much friendlier Yondu. The funniest thing about the episode is how much better T'Challa is at being Star-Lord than Quill was. During celebratory drinks, it's revealed that Star-Lord saved Drax's family from a Kree invasion, and even more impressively, Thanos (Josh Brolin, having a blast) abandons his plans for genocide after one convincing conversation with T'Challa (did anyone try that before?) The Mad Titan is now just another member of T'Challa's crew with no interest in the Infinity Stone they just obtained.

T'Challa and his Ravagers act much like Robin Hood, stealing only to do good. Nebula knows this, and at her behest, they engage in a heist to retrieve the Embers of Genesis from Taneleer Tivan, the Collector (Benicio del Toro), who has taken over from the newly reformed Thanos as the galaxy's most feared crime lord. The Embers can heal a dying planet within minutes, and with them, they could feed galaxies full of people. Yondu initially thinks going up against the Collector is suicide, but he never could say no to T'Challa, so the whole crew is soon traveling to Knowhere. Since the Black Order is doing the Collector's security, Thanos and Korath will create a distraction as Nebula and Yondu sneak T'Challa in while posing as sellers looking to unload the Orb.

T'Challa is supposed to steal the Embers out from the Collector's nose, but after he gets waylaid for a moment by the infamous Marvel comics creation Howard the Duck (who also appeared amongst the collection in the film and is voiced by Seth Green), he finds a Wakandan spacecraft. Triggered by the necklace he still wears, a hologram of his father, T'Chaka (John Kani), informs him that not only does Wakanda still exist, but they have been looking for their lost prince all this time. He's furious with Yondu, who believes that his surrogate son belongs amongst the stars and not on Earth, but before they can reconcile, they have to fight the Collector.

Through a series of double and triple-crosses engineered by T'Challa and Nebula, they eventually recover the Embers. T'Challa then fights the Collector, who uses both Malekith's dagger and Hela's Necrosword before being defeated with the help of Yondu and the Collector's enslaved assistant, Carina, who unleashes all the beings in his collection on him as punishment.

T'Challa and Yondu escape in the Wakanda ship and reconcile. T'Challa belongs everywhere, so he just has to figure out where he wants to be.

And that's home. Knowing that these are the final moments we will get with Chadwick Boseman as T'Challa, it's hard not to choke up as he returns to Wakanda and introduces the family he found to the one he always had. T'Chaka wonders just how Yondu wound up with his son, but T'Challa admits, "I was lost, and Yondu found me."

But as one father and son reunite in Wakanda, so do another, but this time in a darkened Dairy Queen where a cassette wearing Peter Quill is mopping up for the night. His father, the Celestial Ego (Kurt Russell), has finally found him, and this reunion just might bring about the end of the world.

Episode 3: Fury's Bad Week

Readers of the Marvel comic Fury's Big Week might know that the events of Iron Man 2, Thor, and The Incredible Hulk all happened in the same week for the Director of S.H.I.E.L.D (voiced by the one and only Samuel L. Jackson). It was a busy and critical week for the formation of the original Avengers but in the third episode of What If...?, everything goes haywire when potential Avengers start dying before they can even join the team. It's an interesting concept but a bit of a comedown from the initial episodes of the series. It also doesn't help that it's based on three of the weaker MCU films and that some key Avengers are missing from the vocal cast.

The episode is structured as a murder mystery with Natasha Romanoff (Lake Bell doing her best Scarlett Johansson) trying to clear her name after she accidentally kills Tony Stark (Mick Wingert subbing for retired Iron Man Robert Downey Jr.) during a replay of the donut meeting in Iron Man 2. In the film, Tony gets a shot of lithium dioxide and keeps talking, but here, he keels over dead, and Natasha is arrested. Someone compromised Stark's antidote, and Fury helps Black Widow escape custody in search of the answer.

Things don't get any better when Fury and Agent Coulson (Clark Gregg) discover a mysterious, immovable hammer in the desert of New Mexico. But before Thor can even attempt to recover Mjólnir, he's shot dead by Hawkeye (Jeremy Renner), who swears he didn't fire his arrow even though Thor clearly died from it. Fury goes to talk to Clint in his prison cell to ask what happened but finds he's dead as well. Fury suspects whoever killed Tony Stark also killed Hawkeye, and he's now three potential Avengers down.

Black Widow meanwhile tracks down Betty Ross (remember her? She's voiced here by Stephanie Panisello) to help figure out what exactly killed Tony. While Betty discovers that the antidote never left the injector and that a tiny projectile fired into him instead, Natasha gets a call from Fury that Hawkeye is dead. Before she can mourn for her closest friend, Fury tasks her with finding Bruce Banner, who turns out to be right under her nose. Whereas this was the time period that Edward Norton was playing Bruce Banner, current Hulk Mark Ruffalo voices him here. Though Bruce says he can't die once Betty's dad, General Ross (Mike McGill in place of William Hurt), shows up with the army, Bruce gets shot with something that makes him Hulk out so violently, he explodes (it's pretty gross).

Four Avengers down, Fury also has to deal with Loki (Tom Hiddleston), who comes to Midgard searching for Thor's murderer with the entire Asgardian army in tow. Loki gives them until sunrise to produce his brother's killer. And this isn't one of the reformed Lokis bumping around in the other timelines, but Loki in all his megalomaniacal glory.

Natasha tracks down the killer but not before she dies after leaving a frantic clue on Fury's voicemail. Natasha said these murders have been all about Hope, and after making a call on a familiar beeper he keeps in his glove box, he heads to San Francisco and the grave of Hope Van Dyne, who in this reality died on a S.H.I.E.L.D. mission outside of Odessa, Ukraine (perhaps on the same mission where Natasha Romanoff was attacked by the Winter Soldier?). Hank Pym (Michael Douglas) emerges from the fog, and it turns out he's been murdering all of Fury's potential Avengers as payback for Hope's death. They start fighting, but once multiple Furys start appearing, it's revealed that Loki is the one fighting Hank. Fury turns Hank over to Loki as payment for Thor's murder, but Loki being Loki, decides that Midgard is now under his command. While the original Avengers fell before they had a chance to rise and stop him, that just means there are some new openings on the team. As he looks over Captain America's snowbound shield (and it's Steve's shield, not Peggy's), he says, "Welcome back, Captain." He's not talking to Steve Rogers, though, but Captain Marvel (Alexandra Daniels) and she wants to know, "Where's the fight?"

Episode 4: Doctor Strange breaks his reality

Just like Superman battling his drunken self in Superman 3, there is a long comic history of superheroes battling their darker counterparts (or in the case of Loki, their reptilian ones). Most of the time, our heroes vanquish their evil doppelgangers but the audacious 4th episode of What If...? shows us what happens when one of our heroes loses the fight.

Whereas Stephen Strange (Benedict Cumberbatch) lost the use of his hands in 2016's Doctor Strange, here he loses the love of his life, Christine Palmer (Rachel McAdams), in the same car accident. His loss still leads him to becoming the Sorcerer Supreme but his inability to let go of his grief leads him down a much darker path. Overall, it's the strongest episode yet — though one weakness is that in the film, Doctor Strange's love story with Christine didn't feel as iconic as Steve and Peggy so basing an entire episode on their connection feels a little rickety. But it winds up working in the end since who wouldn't break the universe for the lovely Rachel McAdams?

Using the Time Stone in the Eye of Agamotto, Strange tries to turn back time to save Christine but no matter what choice he makes that night, she still winds up dead. As the spirit of the Ancient One (Tilda Swinton) warns him, her death is an Absolute Point in time and cannot be changed without ending this reality. He refuses to listen but unbeknownst to him, the Ancient One splits him in two in hopes that he will be able stop himself from destroying their universe.

The darker Strange winds up at the Lost Library of Cagliostro looking for the knowledge that would help him break an Absolute Point. Despite the warnings of the librarian, O'Bengh (Ike Amadi), who tells him that "Love can break more than your heart. It can shatter your mind," Strange is determined to fix his past no matter what damage it causes. He begins stealing the power of the mystical beings he brings forth in the library including a repeat appearance of the Champion of HYDRA. As he consumes the fearsome powers of each creature, his nature becomes more corrupted. It isn't until he discovers an aged, dying O'Bengh that he realizes he's spent centuries in pursuit of his goal. And that goal is starting to destroy reality.

Back in a quickly disintegrating New York, the Ancient One reveals to the still sane Doctor Strange that she split him in two to allow for two possible timelines to occur in one universe because he's the only one strong enough to stop himself. After receiving some protective enchantments from a rapidly dissolving Wong (Benedict Wong), Strange is attacked by his evil twin and the fight for this reality commences.

Despite all the power he's consumed, this deranged doctor still needs more and only by consuming his other half will he finally have the power to bring Christine back. After a grand battle between the two under the eyes of the Watcher, the sinister Sorcerer Supreme succeeds. He brings Christine back to life but she's horrified by the demonic, winged version of her love. As the hellish reality around them collapses, Strange pleads with Uatu to stop this but though the Watcher wants to punish him, he can't interfere. Reality collapses and Christine dissolves with it, leaving a remorseful Doctor Strange alone encased in what looks like the Power Stone. "I am so, so sorry," he moans, but it's too late. His reality (and his love) is truly gone.

Episode 5: Zombies attack!

The Avengers turning into zombies is just a silly idea on its face, but once you get past the absurdity of the concept, it's a fun play on horror tropes with a superhero twist.

In this zombified MCU, Bruce Banner (Mark Ruffalo, who is much better-looking in real life than his animated counterpart is here) winds up crashing into Doctor Strange's Sanctum Sanctorum just like he did at the beginning of Avengers: Infinity War, but a zombie apocalypse is afoot. Iron Man, Doctor Strange, and Wong have all become the living dead, but before Bruce becomes one too, Hope Van Dyne (Evangeline Lilly) saves him.

Turns out when Hank Pym tried to save his wife, Janet Van Dyne, from the Quantum Realm she had been infected by a zombie plague that's now spreading across the world. The plague is so bad that it's taken down Captain America, Black Widow, and Hawkeye, and caused Black Panther to go missing.

Along with Spider-Man (Hunter Thames doing a pretty good Tom Holland impression), Bucky Barnes (Sebastian Stan), Okoye (Danai Gurira), Happy Hogan (Jon Favreau), Sharon Carter (Emily VanCamp), and (randomly) Kurt from the Ant-Man films (David Dastmalchian), Hope is searching for a cure. Another survivor base in Camp Lehigh, New Jersey (S.H.I.E.L.D.'s first base of operations) might have one.

The problem? They have to first get there from Manhattan's Grand Central Station, and unfortunately it's full of a zombie horde led by Hawkeye and Falcon. As the vicious creatures attack from all angles, they try to get an abandoned train working but not before losing Happy in the process.

The survivors manage to board the train, but when zombie Captain America attacks, Sharon gets bit. Bucky takes down his old friend by slicing him in half with his iconic shield, but Hope gets infected by zombie Sharon in the process. She's fighting off the infection yet doesn't have long when they finally make it to Camp Lehigh.

Hope makes a noble sacrifice of herself to the zombies that surround the camp, but when the others make it inside, they discover Vision (Paul Bettany) is the one who has found a cure through the power of the Mind Stone. He's only managed to cure the severed head of Scott Lang (Paul Rudd, bringing welcome silliness), introducing another horror trope to the party. If they reach Wakanda, they can use the power of the Mind Stone to cure the plague.

But Vision is hiding a dark secret that Bucky discovers when he finds a weakened though still alive T'Challa (Chadwick Boseman) in one of the labs. Vision has been keeping Black Panther alive to feed his zombie bride, because the Scarlet Witch's powers have resisted the treatment. Vision couldn't bring himself to kill her, so he tried to contain her. But she's awake now, and Kurt is her first meal!

Realizing his grievous error, Vision helps them escape to a nearby Quadjet, but he can't bring himself to leave his beloved. He commits suicide by pulling the Mind Stone from his head so that hope remains for a cure. But both Okoye and Bucky fall to Wanda, and soon Bruce sacrifices himself so that T'Challa, Peter, and Scott Lang can flee on the jet.

Peter reflects that almost all the Avengers are gone now, but the always wise T'Challa consoles him, saying, "In my culture, death is not the end. They are still with us, as long as we do not forget them." While many viewers (me included) assumed episode 3 was Boseman's last as T'Challa, this line serves as a poignant elegy for both him and his character.

But while these remaining Avengers aspire to save the world once they get to Wakanda, the episode concludes as a zombiefied Thanos waits for his Infinity Gauntlet to receive its final stone. Alas, it truly might be the end of the world.

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