Marvel’s 'What If...?' Episode 3 makes assembling the Avengers much, much harder

What if the first assembly of the Avengers never happened, with someone preventing it from ever taking place? Nick Fury’s “there was an idea…” speech is the stuff of legend in the Marvel Cinematic Universe, and the third episode of Marvel’s What If…? makes it clear that the Avengers Initiative is very much that — an idea. The people/gods that are a part of it are interchangeable. 

The episode revisits many scenes from Phase 1 of the MCU, with alternate animated sequences from Iron Man 2, Thor, and The Incredible Hulk. Yes, the latter movie is still very much MCU canon. Things here play out in a very different way, however, which is the entire point of this show. What if… we put in the spoiler warning and just got this rig rolling? 

***WARNING: From this point forward, there will be spoilers for Episode 3 of Marvel’s What If…? If you have not watched yet, turn away now.***

Credit: The Walt Disney Studios

Nick Fury (Samuel L. Jackson) is in for one bad week. It's a long way to Jotunheim, as the popular expression goes. His Monday begins with him asking Tony Stark to “please exit the doughnut” and in a snap, we’re taken back to Iron Man 2. Natasha Romanoff is with him, and she is voiced here by Lake Bell. If you get Poison Ivy-esque vibes ala Harley Quinn from her, that's why. Romanoff gives Stark the injection that is meant to ease his symptoms, but instead of helping him (as the injection does in the movie), it kills him. 

What if… Tony Stark died in the middle of his second movie? Fury’s week doesn’t improve, as his Tuesday consists of Romanoff being accused of killing Stark. She escapes from captivity in a matter of seconds, and we cut to New Mexico and the events of Thor. Clint Barton (Jeremy Renner) briefs Fury, who says, “Hope for the best, expect the worst.” 

The always (alwayssss) welcome Agent Phil Coulson (Clark Gregg) is here too, and agrees with an assessment of Thor’s looks, saying, “…he’s gorgeous.” Thor shows up and goes to pull Mjolnir, but an arrow sails into his body and he’s dead. Clint swears it wasn’t him, but he gets locked up anyway, and soon enough... he also ends up dead. Nothing in Jeremy Renner's Amazon Store could have saved him. 

Coulson tells Fury that there’s not much linking all of this, “unless you have an idea…” Fury of course responds, “There… was an idea.” What links the deaths of Stark, Thor, and Clint? Recruitment for the Avengers, that’s what! Who is behind it? What if… we don’t know yet. 

Wednesday ends up being the same verse, worse than the first (and the second). Natasha hits The Incredible Hulk and has Betty Ross (who definitely needs to return to the MCU in live-action, still played by Liv Tyler) check out the Stark-slaying injector. It was not a biological attack, Ross finds that a deadly projectile was fired from the needle. 

Natasha then gets a call from Fury and is told that Clint is dead. Her response: “Who do I kill?” Fury tells her the Avengers candidates are being targeted, so both Bruce Banner and Nat herself could be next. It’s convenient that Banner (Mark Ruffalo) is already there hiding out. 

Coulson, meanwhile, drives through the desert past a giant image of the Watcher (Jeffrey Wright). The Bifrost comes surging down, and out comes Loki (Tom Hiddleston) leading an army of Asgardians. Fury calls Coulson and asks if they look like they’re from Earth. Coulson says, “Maybe Middle-earth.” We laugh because Coulson is amazing, Gregg’s delivery is amazing, and we miss Coulson being in the MCU mix. He’s so good in this episode, and it really makes us want the MCU powers-that-be to bring him back to the mainline MCU. Have the Agents of S.H.I.E.L.D. cast come too, and yes, if Liv Tyler can snag a ride on that quintet than make some room for that She-Elf.  

Credit: The Walt Disney Studios

While General Ross shows up to mess with Banner and Natasha, Fury shows up in force in the desert. Loki tells him, “You would do best to kneel before a god.” He’s there to get vengeance for his dead brother, and Lady Sif (Jaimie Alexander) and the Warriors Three stand with him.

Back over in The Incredible Hulk, Banner is shot at so he charges and attacks. He Hulks out, but this time he doesn’t stop Hulking. He Hulks so hulking much that he explodes. Betty Ross runs to her father and exclaims, “But he can’t die!” Turns out he can, because it’s now clear that this is the episode where all of the Avengers snuff it. 

Loki starts to fight S.H.I.E.L.D. using his magic icebox but Fury talks sense into him. “Declaring war on this planet will not bring your prince back,” he says. They have a common enemy, and that makes sense to Sif. Loki soon sees it too, and tells Fury that he has until “the rise of Midgard’s sun” to figure it all out. Get a clock, Loki. 

Natasha is now doing some spy work in Virginia thanks to Coulson’s passcode, which is “#SteveSteveSteveIHeartSteve.” She sees files on Maria Hill and Janet Van Dyne before she is attacked and killed by someone we don’t see. Her last words are, “Fury it’s hope, it’s all about hope.” A lovely sentiment, but she’s not talking about the “hope” that kills you. She’s talking about hope with a capital H, as in Hope Van Dyne. 

Coulson and Fury are still on the case, Fury now being the only name on the hit list left. “I’m not the only Avenger left,” he tells Coulson, and almost rings up the Carol Danvers pager from the ’90’s. He then puts it away, and goes to talk to Loki. 

Now it’s Thursday, and Fury visits the grave of a very dead Hope Van Dyne. In this reality Hope went the way of her mother Janet, she joined S.H.I.E.L.D., and died as a result. Who is killing the potential Avengers as a means to avenge Hope? Her own father, Hank Pym (Michael Douglas) who shows up to kill Fury in the Yellowjacket suit seen in Ant-Man. 

Hank blames Fury for Hope’s death because Fury recruited her. He killed everyone that Fury was about to recruit, and killed Thor because Fury would have recruited him too after he was discovered. Pym and Fury fight, with Pym remarking, “You’re still pretty spry for a guy with a corner office.” Fury’s fighting skills are unreal here, and he more than holds his own. It’s almost as if Fury had the moves of a trickster god. 

This is exactly the case, because Fury isn’t Fury, he’s Loki in disguise. Loki freezes Hank, and the real Fury steps up next to him. “Well this was an absolute pleasure, Director Fury,” Loki says, before adding that he thinks he may stick around. 

Thank gods it’s now Friday, where Loki appears to the United Nations and announces every nation on Earth is now under his command. Coulson, meanwhile, talks with Fury. “The Avengers fell before they had a chance to rise,” he says, completely unaware that his own death is a catalyst to them rising in the version of the story we’re used to. Fury tells him, “The Avengers were always meant to be more than a team. They were an idea. The affirmation of humanity’s need to believe that in our darkest hour we will find our heroes.”

That’s when the Watcher chimes in, saying: “I believe in this universe as in every other, hope never dies… as long as someone keeps their good eye on the bigger picture.” 

During those lines, we see Fury walk through some ice, and clear off the frozen shield of Captain America, who had been MIA for this entire episode. Fury says “Welcome back, Captain,” but he’s not talking about Steve Rogers. He’s talking to Captain Marvel, who is standing right behind him.

“Where’s the fight?” she asks, and Fury’s week (and this episode) come to a close. 

What if… Coulson lives (Coulson lives!) but a lot of other characters die? This timeline is gloomy, but there is hope (it’s all about hope) thanks to Steve Rogers and Carol Danvers still having pulses. Fury and Coulson will either lead them to fight Loki, or maybe they’ll work with him. 

The bigger picture is certainly what matters most to Fury, Nicholas J. It always has. He has no issues putting blood on some trading cards and using them (and Coulson’s death) to make his “idea” a reality in the main MCU. He will make the sacrifice play, and he’ll sacrifice others if he has to. Whether you agree with his tactics or not, it’s hard to imagine any version of the MCU without him. Even if he only pops up once a phase from now on, we’ll always have both eyes open for Samuel L. Jackson.

The same goes for Clark Gregg, Liv Tyler, and the Agents of S.H.I.E.L.D. cast just in case anyone cares. What if… there was also a Spider-Man trailer of some sort? Keep both eyes open on that. 

New episodes of Marvel’s What If…? stream on Disney+ every Wednesday.