After the events of Loki, the Multiverse has been unleashed on the MCU. We’re feeling the ramifications of that in the stunning new animated Disney+ series What If…? The MCU’s first cartoon centers around different moments that changed the paths of some of our favorite heroes. Episode one begins with Agent Carter and how a split second decision born out of kindness transforms her into the First Avenger. Of course, the show is filled with radical references and deep cut characters, and we’re here to break it down.

The Watcher
A still from Marvel's What If...? shows The Watcher cast against a cosmic sky made up only of shadows and stars


We begin with the Watcher, known as Uatu, a character probably less well known to casual comics and MCU fans. Marvel’s omnipotent observer was first introduced in 1963’s Fantastic Four #13. The Watchers are one of the Marvel Universe’s oldest sentient beings. Their general mantra is to view the universe without ever interfering, but—shock horror—they actually interfere quite a lot. Jeffrey Wright voices the Watcher here. But this isn’t the first time they’ve appeared in the MCU, we’ve seen them before in Guardians of the Galaxy Vol. 2. During one of Stan Lee’s famed cameos he’s revealed to be the Watcher’s informant. So all those appearances you’ve seen were him spying for the aliens. And yes, that means the likelihood of an animated Stan Lee cameo here is exceptionally high.

What If…?

We can’t help but mention the title of the show here. Just in case you weren’t aware, the show is inspired by the iconic cult comic book series of the same name. First published in 1977, the book allowed creators to imagine whole new worlds for their fave characters. While these stories aren’t adapted directly from the comics, the same idea inspires the show.

Return to Captain America: The First Avenger

Marvel Studios

The entire setup of this episode begins with a return to the first Captain America movie. While Steve preps for his super soldier transformation, a sweet choice by Peggy to stay by his side changes history and puts her in his place when it all goes wrong.

Colonel Flynn

Colonel ​​John Flynn returns here. You’ve probably seen him in Agent Carter where he worked for the Strategic Scientific Reserve. Just like here, he was an adversary for Peggy and often didn’t believe in her skills. We get a good reversal of that later this episode.

“He Could Have Stuck You on One of Those USO Tours”

During a chat between Steve and Peggy, we hear the former say this to the latter. This is a good little riff on one of the most famous moments from Captain America: The First Avenger. In that film we saw Steve on a USO tour used as promotional propaganda for the American military. It’s a fate that Peggy avoids here as the gov’t is embarrassed of her because she’s a woman.

“My Buddy From Brooklyn”

Marvel Studios

In our first reference to Steve’s BFF Bucky, the young soldier tells Captain Carter about how his friend is stuck behind enemy lines. It’s a vital reimagining of their relationship that sees Steve and Peggy get the chance to change history.

“I Never Was Much of a Dancer Anyway”

This refrain runs through both the main MCU and this episode as Steve and Peggy refer to the dancing date they want but that will never happen…. in this world at least. Because just like Captain America, in our MCU Peggy gets thrown through time and misses her chance to dance with Steve.

What Was That About Gamma Signatures?

While planning their mission to Tønsberg, we hear Howard mention gamma signatures. While he may be talking about them in relation to the Tesseract or the otherworldly monster we later find out the Nazis are holding, obviously our first thought here is the Hulk. While he shouldn’t be alive yet, Gamma radiation is what gave Bruce Banner his powers.

I Heard Tønsberg Was Nice This Time of Year

Marvel Studios

This is where Odin fought the Frost Giants in Thor and left behind a little something special. It’s where the Red Skull recovered that little something special in Captain America: The First Avenger. And most recently it’s where King Valkyrie established New Asgard in Avengers: Endgame. Here, Tønsberg is where HYDRA has gone to find the Tesseract and that’s exactly what they do.

The Tesseract is Back, Baby

Sure, at this point the Tesseract isn’t so much of an Easter egg as a major plot point. But it seems worth pointing out that it’s here once again! And it’s still the housing of the good ol’ Space Stone. It—like everything else in this series—takes a different journey than we’ve seen before. Once Peggy retrieves it from Armin Zola, Howard uses it to create the first Iron Man suit. But we’ll get to that in a moment. First, let’s talk about our favorite monster.


Marvel Comics

Ever since it was first rumored that Shuma-Gorath might join the cast of Doctor Strange in the Multiverse of Madness, we’ve been exhilarated. The massive monster has rarely starred in the comics, but became a huge fan favorite through the Marvel Super Heroes fighting game and the subsequent Marvel vs. Capcom series. And during the sequence where we encounter HYDRA in the church, we see a carving that looks a lot like the one-eyed, tentacled creature. It’s interesting to note that in Captain America: The First Avenger the Red Skull finds the Tesseract hidden behind a carving of a serpent. But here it’s clearly a representation of Shuma-Gorath. Maybe Peggy’s decision changed this history too? 

The First Captain Britain

While she’s named Captain Carter by her friends, Peggy’s costume hints at another famed Marvel hero. Captain Britain was first introduced in Captain Britain #1 by legends Chris Claremont and Herb Trimpe. Brian Braddock was made for the British comics market but eventually crossed over to the US a couple years later in Marvel Team-Up two-parter by late ’70s super team Claremont and John Byrne. His costume is incredibly reminiscent of Peggy’s and she even gets his trademark weapon as the episode comes to a close.

Dum Dum Dugan and The Howling Commandos


In the comics, the Howling Commandos were led by Nick Fury. In the MCU, Fury is far younger and never served in World War II, meaning in that canon they were Steve’s team. In this iteration they’re saved by Peggy when she finds Bucky as a favor to Steve. You know, just a big woman finding her boyfriend’s boyfriend… the dream. As a cool twist we get to see Peggy in her Captain Carter iteration leading the Howling Commandos, just like Steve!

Steve Becomes the First Iron Giant… We Mean Iron Man

While Peggy becomes a super soldier that doesn’t mean he doesn’t get to be a hero. After Captain Carter retrieves the Tesseract, Howard uses it to create the first Iron Man suit. So what does that mean for Tony? Would he never become Iron Man? Would he never become a war profiteer because of his father’s creation? How does the Tesseract replace an Arc Reactor? So many questions!! But while we might not get any answers, this is a cool development that makes Steve a worthy ally for Captain Carter. And not only is Steve’s suit fueled by an alien gem, but he does look a lot like one of our favorite cinematic robot aliens, the Iron Giant. Cool stuff all around!


Marvel Studios

This letter/number combo is seen on Steve’s armor. There are a few different options for what this could be a cheeky nod too. The first is our classic technique which is to look at the relevant comic with that issue. Captain America Comics #15 from 1942 is a story about Bucky, Steve, and a female heroine called Betty Ross. (It also features some incredibly racist Asian stereotypes so fingers crossed this isn’t a nod to that one.)

Moving to the Silver Age, Captain America #115 has a very relevant storyline featuring Red Skull and the Cosmic Cube. It even has Cap fighting some tentacled beasties, but seeing as the number is one digit off it’s probably a coincidence. But we thought we’d throw it in there. The other more likely option is that the first episode of Agent Carter came out on Jan 6, 2015. So with Marvel’s penchant for self-referential Easter eggs, this seems pretty probable.

“You Nearly Ripped My Arm Off”

As Steve, Bucky, and Peggy go on their mission, Bucky states, “You nearly ripped my arm off.” That’s a nifty little joke that references his alt-universe future as the Winter Soldier.

RIP Steve / Bucky Lives

In an inversion of Bucky and Steve’s MCU past, we see Steve apparently die during the train bridge crash that killed his best friend in the main timeline. But just like Bucky in our world, Steve actually survives. Here, though, he’s not an evil Soviet assassin but the same old cool mech-driver who lived thanks to Howard’s tech.

Shuma-Gorath vs. Marvel Super Heroes


We mentioned earlier that the beast in the HYDRA carvings looked like Shuma-Gorath. While no one in the episode ever says that it is Shuma, the monster’s introduction basically confirms it. We see the creature crawl tentacle-first out of a hole in reality, a direct recreation of Shuma-Gorath’s match entrance—as well as part of his Chaos Dimension hyper combo—from popular and awesome Marvel vs. Capcom fighting game series. That means we’re definitely in the “this is Shuma-Gorath” camp now.
Plus this is a nice little nod to how Cap and Shuma appear together in the intro to Marvel vs. Capcom. See, Cap’s iconic introductory arcade opening fight has him battling against Shuma-Gorath. Radical! 

Hedy Lamarr

Even though Howard is being a cad when he brings her up, we can’t ignore this rad nod to real-life Nazi fighter and inventor Hedy Lamarr. Born in Vienna in 1914, Lamarr was a popular actress who later invented a radio frequency system to help defeat the Nazis. Howard Stark dating her is likely also a reference to the fact she dated Howard Hughes and helped him to make his aircrafts more aerodynamic. We wonder what she helped Stark with…

Captain Britain’s Sword


As we teased earlier, Captain Britain often fights with a sword. Sometimes it’s even the legendary blade Excalibur. In a nice nod to Peggy essentially becoming the first Captain Britain as well as the first Captain America, she gets to wield a mighty blade here. It’s this badass weapon that enables her to battle the mighty monster in the portal and save the day.

A (Wo)man Out of Time

Much of this episode has been Peggy echoing Steve’s journey as Captain America. And after killing the tentacled creature and jumping into the portal to do so, she arrives back seconds later. But as we soon discover in the outside world, it’s been 70+ years. Now Peggy is the (wo)man out of time. Met by Hawkeye and Nick Fury, she’s likely about to join her universe’s version of the Avengers. But will she ever get that dance with Steve?

Special Thanks

We always love to see the creators who made these stories credited. We get a pretty small creator thanks list this time around beginning with:

Captain America created by Joe Simon and Jack Kirby

Then we get four more Marvel icons, and we’ve included our best guesses at why they’ve gotten thanks. We’ve included Tony here as you can’t have Howard Stark without Tony and Steve also gets his Iron Man style armor this episode too!

Archie Goodwin – Co-creator of Howard Stark
Don Heck – Co-creator of Howard Stark, Tony Stark, and Hawkeye
Stan Lee – Co-creator of Uatu, Tony Stark, Peggy Carter, the Howling Commandos, Nick Fury, and Hawkeye
Larry Leiber – Co-creator of Tony Stark
Jack Kirby – Creator of Arnim Zola and co-creator of Uatu, Tony Stark, Peggy Carter, the Howling Commandos, Nick Fury, and Bucky Barnes
Joe Simon – Co-creator of Bucky Barnes

We added Jack Kirby and Joe Simon again as these credits only list them once but they were both co-creators on many of these characters and creations. So think of them as you enjoy the first episode of this radical new look at the MCU.

The first episode of Marvel What If…? Is on Disney+ now.

Featured Image: Disney+