What If...? season 3

• 1. Introduction

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  What If...? season 3 arrived on Disney+ on the 22nd of December 2024, releasing one new episode every day through the 29th of December. Over those eight days, an animated series about alternate Marvel histories reached its end. It had spent two previous seasons reimagining key moments from the Marvel Cinematic Universe. The premise had always been simple: take a turning point from those films. Then ask what might have happened if something crucial had gone differently.

  This third season offered the same kind of stories. But it was different, because the people making it knew, since at least August 2024, that there would not be a fourth. How does a series about infinite possibility build an ending? And what gets left behind when the door is about to close? Returning to voice those final episodes was Jeffrey Wright, reprising the Watcher for the third time under a team that had quietly changed hands.

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• 2. How the Season Came Together

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  By July 2022, work had already begun on a third season of What If...?, even before the second had aired. At that time, head writer A.C. Bradley confirmed that season two would be her last project at Marvel Studios. Matthew Chauncey stepped up to take her place, officially in position as head writer by December 2023. Ryan Little also joined the writing team alongside Chauncey.

  Director Bryan Andrews returned to lead the show for the third season alongside Stephan Franck. Andrews was simultaneously directing Marvel Zombies, a separate animated project planned for 2025. Franck stepped in to share the load, ultimately directing four of the season's eight episodes. Andrews directed three and co-directed one with Franck; despite the overlap, he was still able to supervise much of the season's work. The executive producing team included Brad Winderbaum, Kevin Feige, Louis D'Esposito, Dana Vasquez-Eberhardt, and Andrews himself.

  A Red Guardian-centered script that A.C. Bradley had written in 2020 was originally planned for the second season. It eventually found its place in the third.

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• 3. A Trilogy Concludes

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  Brad Winderbaum publicly described the season as completing an 'emotional experience' centered on the Watcher. He framed the three seasons together as a trilogy, with this final run bringing it to a close. The Watcher belongs to an alien race whose role is to observe the multiverse. Winderbaum noted that the character's humanity is explored more deeply in this season than in either of the previous two.

  In August 2024, it was confirmed publicly that the third season would be the series' last. That November, Winderbaum elaborated on the reasoning. He pointed to 'bigger MCU reasons' being determined in real time as various projects were released within the Multiverse Saga. He described the decision as right 'from a story perspective' and did not rule out a revival in the future. Winderbaum also said the season would include the first hints at crossover potential between What If...? and Marvel Studios' other animated projects.

  Andrews said the episode concepts for the third season were 'wackier' than those used in the first two. The season pushed further into genres the show had not previously visited.

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• 4. Eight Alternate Worlds

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  One episode, titled 'Go-Avengers: Heroes of the Gamma War,' placed the Avengers inside giant mech suits. Their mission was to fight a horde of Mega-Hulk monsters. Andrews said he wanted to go 'full, hardcore, mega genre' with that concept. Another episode imagined Agatha Harkness and Kingo caught up in a '1930s screwball' Bollywood musical.

  David Harbour's Red Guardian gets his own episode alongside the Winter Soldier, the two becoming unexpected allies. Together they work to prevent the assassination of Howard and Maria Stark. Howard the Duck and Darcy Lewis appeared together in the season one episode 'What If... Thor Were an Only Child?' They have since married and must protect their child from various threats.

  Bryan Andrews had wanted to include a Western-themed episode since the show's first season, and this final run gave him the opportunity. One episode also takes an alternate path through the events of Eternals, the 2021 MCU film. In that version, the planet is destroyed and Quentin Beck rises to lead an authoritarian regime. Beyond what made it to screen there was a long list of ideas that didn't. Among them was a concept that would have put the rock band Kiss at the center of six different episodes.

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• 5. Roads Not Taken

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  A galactic Battle of the Bands, with Kiss serving as the judges, was one of the seriously considered ideas for the season. Andrews had tried to work the band into six different episode concepts. A samurai episode was also developed; Andrews described it as 'hardcore and just brutal and awesome,' with elements drawn from Romeo and Juliet. A Dungeons & Dragons-styled episode and a kung fu story featuring Iron Fist and Xu Shang-Chi were among the others that did not make it. An episode centered on Sam Wilson and Yelena Belova was also considered, in which Belova would have been the Winter Soldier.

  Marvel informed Andrews that Beta Ray Bill and Ghost Rider were off-limits. The studio was holding both characters back for potential future projects. It wanted to avoid stories that might overlap with what those projects would eventually tell. The situation with X-Men characters was different but equally uncertain. Because X-Men '97 had aired before the third season, the team technically had access to X-Men characters shown in that series. During production, however, Andrews and his collaborators did not know whether they actually had permission to use them.

  Hugh Jackman's Logan, the Wolverine, was one character Andrews later said he regretted not finding a way to include. The cast that did appear in the season numbered more than 35 MCU film actors, each reprising their roles for the animated format.

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• 6. A Cast of Multiverses

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  More than 35 MCU film actors reprised their roles for this season, voicing their characters in animated form. Among the returning performers were Anthony Mackie as Sam Wilson, Kathryn Hahn as Agatha Harkness, and Tom Hiddleston as Loki. Samuel L. Jackson returned as Nick Fury, and Hayley Atwell reprised Peggy Carter. Mark Ruffalo, Sebastian Stan, David Harbour, Simu Liu, Oscar Isaac, Kumail Nanjiani, and Chris Hemsworth were among the many others who came back.

  Kari Wahlgren voiced Melina Vostokoff and Carina for the season, among several performers who took on roles their film counterparts did not reprise. Alejandro Saab voiced Quentin Beck, Alexandra Daniels voiced Carol Danvers, and Fred Tatasciore voiced Groot.

  America Ferrera joined the cast as Ranger Morales, a new character introduced in this season. Natasha Lyonne voiced Byrdie the Duck, also new to the series. Allen Deng plays Kwai Jun-Fan. Three new Watcher figures also appeared: Jason Isaacs, D.C. Douglas, and Darin De Paul voiced them as the Eminence, the Incarnate, and the Executioner, respectively.

  Alison Sealy-Smith voices Ororo Munroe, called Storm the Goddess of Thunder in this season. She had previously played a different version of Storm in X-Men: The Animated Series, which ran from 1992 to 1997. Sealy-Smith also voiced the character in X-Men '97. Andrews recalled that bringing Storm into What If...? was Winderbaum's idea. X-Men '97 had aired before the season, giving the production access to the X-Men characters that series had introduced.

  The animation itself came from two studios working in parallel. The score came from Laura Karpman, who had composed for the show since its first season.

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• 7. Frame and Score

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  Flying Bark Productions handled animation for six of the season's eight episodes, with Stellar Creative Lab taking on the remaining two. Scott Wright served as head of animation. One episode, 'What If... the Hulk Fought the Mech Avengers,' opens with 2D animation styled after anime from the 1970s and 1980s. It then shifts into the series' standard 3D format. For 'What If... 1872?', Andrews went further, hand-animating much of the episode's final fight sequence alongside Wright.

  Laura Karpman returned as composer for the third consecutive season. She worked again with Nora Kroll-Rosenbaum, who had co-composed the season two score with her. A soundtrack album was released on the 10th of January 2025.

  Andrews and Winderbaum presented the season at Marvel Studios Animation's panel at the D23 Expo in August 2024, where footage was shown to audiences.

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• 8. Reception and Awards

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  The third season holds an 81% approval rating on Rotten Tomatoes, based on 23 reviews, with an average score of 6.85 out of 10. At the 77th Primetime Creative Arts Emmy Awards, the season received two nominations. Both were for the episode 'What If... 1872?' Jeffrey Wright received a nomination for Outstanding Character Voice-Over Performance for his work on that episode. Nine sound editors were also nominated for Outstanding Sound Editing For An Animated Program for the same episode. They were Mac Smith, Vanessa Lapato, Alyssa Nevarez, Steve Bissinger, Derek McGinley, Anele Onyekwere, Carl Sealove, Andrea Stelter Gard, and Sean England.

  In January 2024, Andrews said that a late-2024 release was possible but acknowledged the deadline was 'tight.' By May of that year, Winderbaum said work was nearly complete. That October, Disney+ released a video announcing the Marvel Television and Marvel Animation release schedule through the end of 2025. The video confirmed a December 2024 premiere for What If...? season 3. The season is part of Phase Five of the MCU.

  What If...? season 3 appeared on that schedule alongside new Marvel projects that were just beginning. It was a series reaching its conclusion as the broader animated slate was still taking shape.

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