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What Is Marvel’s What If…? The Disney Plus Animated Series Explained

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Do you dream about the Avengers gang returning to their roles from the big screen? Marvel is here to grant your wish… sort of. The animated series Marvel’s What If…? arrives on Disney Plus this week, bringing back a bunch of your favorite Marvel Cinematic Universe actors as they reprise their iconic roles. But these might not be the heroes you remember.

What If…? is based on the comic book series of the same name created by Roy Thomas in the 1970s. Uatu, the Watcher, presents stories from other universes and timelines that show the path some of your favorite characters could have taken. But not all of them have a happy ending…

Let’s take a look at the classic comic series for an idea of the other universes we might see in the new series. We’ll discuss:

  • The Origin of Marvel’s What If…?
  • Notable What If…? Stories
  • Who Is the Watcher?
  • The MCU’s What If…?: Captain Peggy Carter and More
  • Who’s in What If…? From the MCU

The Origin of Marvel’s What If…?

Roy Thomas was both writer, editor, and creator of What If…? Its first issue was released in 1977. In the back matter of What If…? #1, Thomas wrote that he didn’t want these Marvel tales labeled as imaginary; they were real, just not in the Earth-616 universe we know.

“I decided that my series could become, hopefully, the main (if not only) place in Marvel for a while where such parallel-world stories would take place,” Thomas said. “And, to make the series palatable as much to myself as anyone else, I would have the wondrous Watcher narrate the stories. This way, as you already know, these stories are ones which actually do take place—not in our dimension or time continuum, but in worlds coexisting alongside ours.”

Early issues began with questions like, what if Spider-Man accepted the Fantastic Four’s offer in Amazing Spider-Man #1 to join their team? Or what if Bruce Banner retained his intellect as the Hulk from the get-go? The first series of intriguing tales of alternate Earths each started with a mysterious figure on the moon narrating the story, showing first how it originally happened in the pages of Marvel Comics, and then how it happened on another Earth.

The narrator’s name? Uatu, the Watcher.

“These stories are ones which actually do take place—not in our dimension or time continuum, but in worlds coexisting alongside ours.”

Notable What If…? Stories

While many stories started out as pondering what might have been, more than a few became reality in later years. From Spider-Man joining the Fantastic Four, to Jane Foster becoming Thor (or “Thordis” as she was called in issue #10), to Bucky surviving World War II, to the creation of Mayday “Spider-Girl” Parker in issue #105, some of the ideas proved so intriguing that they were explored further in Marvel Comics.

What If…? took Marvel’s biggest heroes through space and time, including a version of Captain America that lived during the Civil War and a Daredevil in feudal Japan. Heroes often became villains and villains became heroes, superpowers were switched among teammates, and important characters like Gwen Stacy and Karen Page escaped death in these fascinating issues. Outcomes of these changes were more often bad than good; Spider-Man found the support he needed in the Fantastic Four, for example, but his presence made Invisible Woman decide to leave the team.

What If…? would eventually go on for 13 volumes over the years, and more recent stories focused on specific turning points in blockbuster crossover events like Civil War, Infinity, and Avengers vs. X-Men.

Who Is the Watcher?

The Watcher, whose real name is Uatu, made his first appearance in 1963’s The Fantastic Four #13 by Stan Lee and Jack Kirby. He was a member of an advanced extraterrestrial race, the Watchers, who made it their mission to observe and record life in the galaxy. But they swore an oath to never, ever interfere in a planet’s affairs. Uatu was assigned to Earth and its solar system.

As he watched the Earth from his base on the moon, Uatu couldn’t help but become fond of its denizens—and its heroes. He met the Fantastic Four during one of their initial adventures. He allowed them to keep their knowledge of his existence and began to interact with and even help the team.

Uatu crossed the line, however, by stepping in the first time Galactus came to devour the Earth. (Eventually he would meddle in humanity’s affairs hundreds of times. The guy can’t help himself.) This interference was against everything the Watchers stood for, and Uatu faced the consequences. He was stripped of Watcher status. He would eventually be reinstated, and occasionally appeared before the planet’s protectors as a precursor to earth-shattering events.

“I know all that is—most that has been—and much of what will be,” he told the reader of the first issue of What If…? “I have also many windows into the strange parallel worlds of what might have been.”

The MCU’s What If…? Captain Peggy Carter and More

Marvel has released a few tantalizing details about the upcoming animated series. Rather than pure adaptations of the long-running comic book series, the series will focus on landmark moments in the beloved films. Kevin Feige has said each episode will focus on a specific MCU movie with one story element changed.

Peggy Carter becomes a super-serum infused Captain America while Steve Rogers dons an Iron Man-like suit in the first episode. We’ve also seen quick glimpses of the Winter Soldier, T’Challa as Star-Lord, a zombified Captain America (hinting that the grim Marvel Zombies comics are another source of inspiration for the animated show), and more.

The Watcher returns as narrator, with Jeffrey Wright providing his solemn voice, and many of the MCU’s brightest stars will be alongside him.

Who’s in What If…? From the MCU

Actors from the films who will reportedly reprise their characters include: Hayley Atwell as Captain Peggy Carter, Chadwick Boseman as T’Challa, Michael B. Jordan as Killmonger, Sebastian Stan as Bucky Barnes, Tom Hiddleston as Loki, Josh Brolin as Thanos, Mark Ruffalo as Bruce Banner, Chris Hemsworth as Thor, Karen Gillan as Nebula, Benedict Cumberbatch as Doctor Strange, Jeremy Renner as Hawkeye, Samuel L. Jackson as Nick Fury, Paul Rudd as Ant-Man, Michael Douglas as that other Ant-Man, Clark Gregg as Phil Coulson, Evangeline Lilly as Hope van Dyne, and many, many more.

Robert Downey, Jr. was rumored to be returning to voice Iron Man, according to Jeff Goldblum, but that has yet to be confirmed.

For more on the show, check out how to watch Marvel’s What If…?, learn about the What If…? plot that was too dark to be released, or learn how T’Challa as Star-Lord alters the MCU.

August 10, 2021: This story has been updated with the latest information about Marvel’s What If…?


Kelly Knox is a freelance writer who also contributes to StarWars.com, DCComics.com, Nerdist, and more. Follow her on Twitter at @kelly_knox to talk Star Wars, Dungeons & Dragons, and comics.



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