The original Marvel ‘What If?’ was an anthology series that began back in the seventies, which did what it said on the tin: told self-contained stories that didn’t affect the main continuity, such as what if the Fantastic Four were the Fantastic Five with the addition of Spiderman, for instance, or what if Doctor Doom was a hero instead of a villain? Now the name has been given to the first animated project to be overseen by Marvel Studios (so, unlike the other cartoon series’, this is all MCU canon folks), another anthology series that—now Loki has broken open the multiverse—can pose this question to tell self-contained stories within the MCU. So to borrow a quote from Gerry Anderson’s Stingray: “anything can happen in the next half hour.”
SPOILERS AHEAD
We begin, as ever, with the Marvel Studios logo, which shifts into animated brushstrokes. Then we hear the voice of Uatu the Watcher (Jeffery Wright)—one of a race of cosmic beings whose job it is to observe and record history throughout the multiverse and our cosmic Rod Sterling who will be guiding us through this Marvel Twilight Zone—telling us that time, space, and reality are more than just a linear path but a “prism of infinite possibility where a single choice can branch out into infinite realities.” As he explains this, reality prisms into various moments from throughout the series. The prism shatters and we see that one of those moments— Captain Carter (it will be interesting to see if this changes each episode)—contains even more variables, as one variance will inevitably lead to a domino effect of more as those familiar with Captain America The First Avenger —which this episode begins as a more or less straight retelling of—will soon notice.
After the opening titles, Uatu sets the scene for us: Earth, June 1943, and the Nazi army is marching throughout Europe, leaving death and destruction in their wake. In response, the Allied armies band together to create a new kind of soldier: a super soldier. In the reality we know, it’s Steve Rogers, “the skinny kid from Brooklyn,” who would become Captain America. But in this universe, a single choice will create a new hero. We then cut to Project Rebirth, just as Steve (Josh Keaton, doing an uncannily good impression of Chris Evans) is about to undergo the serum procedure. But here, when Doctor Erskine (Stanley Tucci) asks Peggy Carter (Hayley Atwell) whether she’d be more comfortable in the observation booth, Peggy decides to stay, and it’s this that changes everything, as it leads to everyone else who would’ve been on that observation deck staying as well, including the Hydra assassin. The assassin detonates a bomb that kills Doctor Erskine and blows up a lot of the equipment, shoots Colonel Phillips and seriously injures Steve before he’s killed by Peggy. Howard Stark (Domonic Cooper) notes that the power levels are dropping and that if they don’t act immediately they’ll lose the project altogether. Steve is too injured to undergo the procedure so, over the protestations of Colonel Flynn (Bradley Whitford, who was originally an SSR agent who appeared in the ‘Agent Carter’ one-shot), Peggy takes his place and becomes the super soldier.
Howard decrees the project a success but the misogynistic Flynn is incensed, saying that women aren’t soldiers. Peggy takes out her frustration on a punching bag, which she manages to knock off the chain, and by frisbeeing a weight into the wall (the shot then revealing that she’s already done this with several of them foreshadows how good she’s going to be with that shield), while Steve undergoes physical therapy. In a fun little nod to/poke at The First Avenger, he tells her things could be worse as Flynn could stick her on a USO tour. The sight of soldiers marching outside then prompts him to mention Bucky, who’s just deployed with the 107th , and that the army won’t even tell him where he’s going. Peggy agrees it would be nice to able to fight for the people who’re fighting for them and apologises to Steve, as he was meant to be the one to end the war, but Steve confidently tells her “now you will.”
Meanwhile, in the town of Tonsberg in Norway, the Red Skull arrives (Ross Marquand, who took over the character from Hugo Weaving in Infinity War) to steal the Tesseract. Howard and Peggy understand its importance, knowing that if it reaches Hydra high command it’s game over, but Flynn is unwilling to expend any resources over what he sees as a “glorified battery.” Later in a bar however, Howard presents her with what was supposed to be her “USO let’s go sell some war bonds” costume which he’s made a few “upgrades” to, and a vibranium shield, now emblazoned with the Union Flag.
Cut to Berlin and a fully suited and booted Peggy manages to stop the convey carrying Arnim Zola (Toby Jones) and the Tesseract—meaning Hydra now cannot torture and experiment on Bucky or create their Tesseract-based weapons—in a brilliant action sequence which shows off how smooth and fluid the animation is. Peggy tells Flynn that if they’re going to win the war it won’t be with her behind a desk, and when Flynn counters that she’s only an agent and therefore not qualified for field duty, she responds by saying that he then better promote her PDQ and that “Captain” has a nice ring to it. The Tesseract ends up with Howard, who uses it build something, asking Steve if he’s “ready to join the war effort.”
We then hear that the 107th have been captured by Hydra. Peggy steals a motorbike and infiltrates where they’re being held, rescuing Bucky (Sebastian Stan) and the rest of the Howling Commandos, and finally getting to introduce herself as “Captain Carter.” They escape the facility in a shot almost identical to the iconic one from First Avenger but are pinned down by enemy fire. Peggy calls for air support and is amazed and delighted that this turns out to be Steve piloting Howard’s invention: an armoured suit—making Steve the first prototype Iron Man—powered by the Tesseract, nicknamed the “Hydra Stomper.” We then get a swing music montage of Peggy and Steve fighting Hydra, beating up their soldiers (all we’re missing is the on-screen onomatopoeia) and taking out their planes—once again showing off the fluidity of the animation with an impressive tracking shot—while Flynn takes credit for it all.
Meanwhile, in the Red Skull’s base—Castle de Krake (remember that Hydra’s emblem is a stylised squid? Put a pin in that) in Germany’s Black Forest, a Nazi general tells the Skull that—with all the havoc created by Captain Carter and the Hydra Stomper—Hitler is demanding his presence back at high command. But, as before, Red Skull has delusions of Godhood and grandeur and is going to conquer the world under the banner of Hydra not the Third Reich, and kills him.
Peggy and Steve enjoy a drink back at the bar, Peggy remarking that—like main MCU timeline Steve—she can no longer get drunk. They discuss how the serum has changed how people view her, Peggy acknowledging that she no longer has to fight to be heard or to be in the room. As Steve says, “the outside finally matches the inside.” Steve laments that without the suit he’s still just the skinny kid from Brooklyn, but Peggy very firmly tells him that it’s the suit that’s nothing without the man inside it, admitting that he’s her hero. They lean in for a kiss but are interrupted by Howard (insert “wah-wah-wah” sound effect here).
We then cut to the train mission, here codenamed operation “Where Eagles Dare.” Steve, in the Hydra Stomper, slows the train down, allowing Peggy, Bucky and the rest of the Howling Commandos to zipline onto it. Bucky slips but Peggy is there to catch him. He thanks her, letting her know that she almost ripped his arm off (yes Marvel, we see what you did there). Instead, it’s Steve who’s presumed dead when the train turns out to be a trap. Seeing that it’s full of explosives, he tells them to get away. Peggy and the others manage to escape, but the train explodes, taking Steve with it, devastating Peggy and the Howling Commandos.
Back at SSR headquarters Flynn is angry at the loss of the Hydra Stomper, which Howard told him was indestructible, and Peggy is furious that he’s concerned only about the armour and not the man piloting it. She goes to see Arnim Zola, who they have in custody, and refuses to tell her anything. One humorous smash cut later reveals he told her everything—the location of the Red Skull’s base and his plan to use the Tesseract to summon a champion for Hydra from “beyond the stars”—i.e. another dimension. Peggy also gets a brilliantly cathartic moment when she finally puts Flynn in his place. They decide to storm the castle to put a stop to Red Skull’s plan so that Steve’s sacrifice won’t be in vain, even persuading Howard to come along as they might need “someone to push a button.”
We’re then treated to another beautiful tracking shot of Peggy running through the Black Forest, jumping over the castle walls, taking down the guards and opening the gates for the Howling Commandos to come through. They then split up, Peggy and Howard taking the high route, the Howling Commandos taking the low. Inside, the Red Skull uses the Tesseract to successfully open a portal, decades before project Pegasus would, through which a many-tentacled monster emerges. “De-Krake” > Kraken, get it? I’ve heard some speculation that this could be Shuma-Gorath, one of the rumoured villains for Doctor Strange 2, but since the show started development back in 2018 and the creators said they were told not to use any characters that hadn’t yet been introduced in the films, I’m not so sure.
The Howling Commandos find the Hydra Stomper in one piece and Steve still alive. Peggy and Howard find the Red Skull, who gloats about summoning Hydra’s champion, only for said champion to kill him. Back in the basement, without the tesseract the Stomper has lost its power source but they manage to hook it up to a generator in order to restart it, allowing Steve to fly off and help Peggy and Howard, who are in dire need of it as the inter-dimensional monster has killed the rest of the Hydra scientists and continues to emerge. She gets Howard behind the console so he can shut the portal down, while she grabs a sword—looking every inch the English knight—and tries to beat the monster back.
It turns out that Howard can’t read the console—he spent a weekend with Hedy Lamarr (the Austrian born American actress and inventor) but learning German wasn’t one of the activities they engaged in. Steve (whom Peggy is overjoyed to find out is alive) and the Howling Commandos arrive to help, but the creature lets out an ear-splitting cry that brings everyone but Peggy and Steve to their knees, so Steve gets the Commandos to safety. Howard finds the right lever and the portal begins to close, but the monster is hanging on, so Peggy realises she needs to physically push it back through. Steve arrives but the Stomper runs out of power. He and Peggy have the dance date conversation from The First Avenger, only this time with the roles reversed. Peggy pushes the monster back through the portal, which then closes. Leaving Steve heartbroken.
Sometime later, the Tesseract opens a portal again and Peggy—along with numerous chunks of tentacle—jumps through. But this isn’t Castle De Krake—it’s the Project Pegasus basement of 2012, where she’s met by Nick Fury (Samuel L Jackson) and Hawkeye (Jeremy Renner), who recognises her as Captain Carter. Peggy asks where Steve Rogers is and Fury has to gently break it to her that the war ended 70 years ago. He asks her if she’s going to be okay and she replies “of course: we won the war,” but the look on her face tells another story.
Her actions saved her world but cost her everything. The Watcher formally reintroduces himself and reminds us that he only observes—he cannot and won’t interfere. Though the Watchers have interfered in the comics, so we’ll see how long that lasts.
And so that was the first episode of Marvel’s What If…? Beautiful animation and pacing that makes you feel like you’re getting 40 or 50 minutes worth of content rather than 30, and introducing a character looks set to become a fan favourite. There are already rumours that she might be making a cameo in Doctor Strange 2!
Though the MCU (or the MCM as it really should be now, I suppose) is a little more interconnected than the original ‘What If?’ comics, so even though the majority of these stories themselves are going to be self-contained, the way the multiverse seems to work in the MCU is that one nexus event leads to more, which means more alternate timelines or universes branching off from that. Trailer footage seems to suggest they’re working towards a big in-show crossover (and we already know that T’Challa Starlord is in four episodes) and not only has the showrunner confirmed that Captain Carter will be in season 2 but that she’s also the character who will connect each multiversal season of the show.
But if this first episode is any indication of quality, this show’s going to be amazing!
