What If...? season 3

The third and final season of the American animated anthology series What If...?, based on the Marvel Comics series of the same name, explores alternate timelines in the multiverse that show what would happen if major moments from the films of the Marvel Cinematic Universe (MCU) occurred differently. The season is produced by Marvel Studios Animation, with Matthew Chauncey serving as head writer and Bryan Andrews and Stephan Franck directing. Animation for the season is provided by Flying Bark Productions and Stellar Creative Lab, with Scott Wright serving as head of animation.
Jeffrey Wright stars as the Watcher, who narrates the series, alongside numerous MCU film actors reprising their roles. Development began by July 2022, with Chauncey replacing previous head writer A. C. Bradley for the season by December 2023. Andrews and Franck returned from previous seasons to direct.
The third season premiered on the streaming service Disney+ on December 22, 2024, with its remaining episodes releasing daily until December 29. It is part of Phase Five of the MCU.
The series is narrated by Jeffrey Wright as the Watcher, a member of the alien Watcher race who observes the multiverse. Each episode features different versions of characters from the MCU films, with many actors reprising their roles for the series.
Work had begun on a third season of What If...? by July 2022. At that time, head writer A. C. Bradley revealed that the second season of the series was her final project at Marvel Studios, with series story editor Matthew Chauncey taking over as head writer for the season. Series director Bryan Andrews returned for the third season along with Stephan Franck. The season consists of eight episodes. Franck was able to assist Andrews in the season while the latter was simultaneously working on Marvel Zombies (2025); Andrews was still able to supervise much of the season and ultimately directed three of the season's episodes and co-directed with Franck for one episode, with Franck directing the other four episodes of the season. A Red Guardian–centered episode, written by Bradley in 2020, is included in the season after originally being intended for the second season. Executive producers for the season include Brad Winderbaum, Kevin Feige, Louis D'Esposito, Dana Vasquez-Eberhardt, and Andrews. In August 2024, it was announced that the third season would be the series' last. That November, Winderbaum explained that the series was ending due to "bigger [MCU] reasons" that were being determined in real time as different projects were released within the Multiverse Saga. He said it was the right time for the series to conclude "from a story perspective", but did not rule out reviving it in the future.
Bradley and Ryan Little served as writers on the season alongside Chauncey. Winderbaum described the season as being the culmination of a trilogy, completing an "emotional experience" with the Watcher whose humanity is explored more than in previous seasons. He added that the season would have the first hints at "crossover potential" between the series and Marvel Studios' other animated projects. Some of the unused episode concepts that were created for the first and second season were used for the third. Andrews said the third season's episode concepts were "wackier" than those used for the first two seasons, and further explore different genres.
Episodes include: an anime-inspired episode featuring the Avengers piloting mechs to fight a horde of Mega-Hulk monsters, titled "Go-Avengers: Heroes of the Gamma War", with Andrews excited to go "full, hardcore, mega genre" with the episode; one with a "1930s screwball" Bollywood musical number featuring Agatha Harkness and Kingo; one that sees Red Guardian stopping the Winter Soldier from assassinating Howard and Maria Stark and the two becoming allies; one that revisits Howard the Duck and Darcy Lewis from the first season episode "What If... Thor Were an Only Child?", who have since gotten married and must protect their child from various threats; one where an alternate take on the events of Eternals (2021) leads to the destruction of Earth and the rise of an authoritarian regime led by Quentin Beck; and a Western-themed episode, a genre which Andrews had wanted to explore since the first season.
Ideas that were considered for the season but not used include trying to involve the band Kiss in six different episodes, one of which would have been a galactic Battle of the Bands concept with Kiss serving as the judges; a samurai episode that Andrews described as "hardcore and just brutal and awesome" with elements of Romeo and Juliet; a Dungeons & Dragons-styled episode; an episode centered on Sam Wilson and Yelena Belova where the latter would be the Winter Soldier; and a kung fu-themed episode featuring Iron Fist and Shang-Chi. Andrews also wanted to include the characters Beta Ray Bill and Ghost Rider, but Marvel informed him that they were off-limits because they may appear in future projects and wanted to prevent the writers from telling similar stories. Furthermore, despite technically having access to X-Men characters due to X-Men '97 (2024–present) being released prior to the season, Andrews and his team were unaware of whether they had permission to do so during development. In retrospect, Andrews expressed regret towards not using Hugh Jackman's Logan / Wolverine.
Jeffrey Wright returns to narrate the series as the Watcher. Marvel's plan for the series was to have actors who portray characters in the MCU reprise their roles in What If...?, with over 35 doing so for the season. These include: Anthony Mackie as Sam Wilson / Captain America, Mark Ruffalo as Bruce Banner / Hulk, Teyonah Parris as Monica Rambeau, Sebastian Stan as Bucky Barnes / Winter Soldier, David Harbour as Alexei Shostakov / Red Guardian, Simu Liu as Xu Shang-Chi, Oscar Isaac as Marc Spector / Moon Knight, Kathryn Hahn as Agatha Harkness, Kumail Nanjiani as Kingo, Dominic Cooper as Howard Stark, James D'Arcy as Edwin Jarvis, David Kaye as Arishem, Laurence Fishburne as Bill Foster / Goliath, Gene Farber as Karpov, Kat Dennings as Darcy Lewis, Seth Green as Howard the Duck, Samuel L. Jackson as Nick Fury, Tom Hiddleston as Loki, Clark Gregg as Phil Coulson, Michael Rooker as Yondu Udonta, Josh Brolin as Thanos, Rachel House as Topaz, Chris Hemsworth as Thor, Tom Vaughan-Lawlor as Ebony Maw, Hamish Parkinson as Beerbot 5000, Dominique Thorne as Riri Williams / Ironheart, Emily VanCamp as Sharon Carter / Power Broker, Tessa Thompson as Valkyrie, Hailee Steinfeld as Kate Bishop, Wyatt Russell as John Walker / U.S. Agent, Meng'er Zhang as Xu Xialing, Walton Goggins as Sonny Burch, Hayley Atwell as Peggy Carter / Captain Carter, Devery Jacobs as Kahhori, Karen Gillan as Nebula, Taika Waititi as Korg, and Ross Marquand as Infinity Ultron. Additionally, Alison Sealy-Smith reprises her role as Ororo Munroe / Storm the Goddess of Thunder from the Marvel series X-Men: The Animated Series (1992–1997) and X-Men '97 (2024–present). Andrews recalled it was Winderbaum's idea to use Storm in the show, as the latter show was going to be released prior to the season so they would have access to all X-Men characters shown in that show.
Several characters in the season are voiced by different actors than those who portrayed them in MCU films, including: Kari Wahlgren as Melina Vostokoff and Carina, Brittany Adebumola as Nakia, Piotr Michael as Dreykov, Kiff VandenHeuvel as Obadiah Stane, Matt Friend as Grandmaster, Jared Butler as Kaecilius, Andrew Morgado as Laufey, Darin De Paul as Zeus, Steven French as Malekith, Alejandro Saab as Quentin Beck / Mysterio, Kenna Ramsey as Okoye, David Chen as Wong, Michelle Wong as Ying Nan, Fred Tatasciore as Groot, and Alexandra Daniels as Carol Danvers / Captain Marvel.
Characters introduced in the season include: America Ferrera as Ranger Morales; Natasha Lyonne as Byrdie the Duck; Jason Isaacs, D. C. Douglas, and Darin De Paul as a trio of Watchers named the Eminence, the Incarnate, and the Executioner, respectively; and Allen Deng as Kwai Jun-Fan.
"What If... the Hulk Fought the Mech Avengers" includes 2D animation inspired by anime from the 1970s and 1980s, before shifting to the series' usual 3D animation. Andrews hand-animated much of the final fight in "What If... 1872?", working alongside the season's head of animation Scott Wright. Flying Bark Productions worked on six episodes, and Stellar Creative Lab worked on two episodes.
Laura Karpman returned from previous seasons as composer, along with Nora Kroll-Rosenbaum, who composed the score with Karpman for the show's second season. An album was released on January 10, 2025.
The first footage from the season was released in December 2023, as part of the second season's "The Watcher's Nine Days of What If...?" advent calendar-style website, while images from the episodes were released the following month. Andrews and Winderbaum promoted the series during Marvel Studios Animation's panel at the D23 Expo in August 2024, where footage was shown. More footage from the season was included in a video that was released by Disney+ in October, announcing the release schedule for Marvel Television and Marvel Animation projects through the end of 2025.
The third season debuted on Disney+ on December 22, 2024, and its eight episodes were released daily until December 29. In January 2024, Andrews said a late 2024 release was possible, but the deadline was "tight" and he noted that Marvel Studios and Disney were continually shifting releases around. That May, Winderbaum said work was nearly completed on the season and it was likely to be the studio's next animated project to be released; this and a December 2024 release was confirmed in October. The season is part of Phase Five of the MCU.
The third season holds an 81% approval rating on Rotten Tomatoes, based on 23 reviews, with an average rating of 6.85/10.