Editor's note: The below recap contains spoilers for What If...? Season 3 Episode 5.
I suppose the midpoint of a TV season is the logical place for things to feel the darkest and bleakest. Generally, I'd apply that logic to a serialized show, rather than an anthology, but honestly, I would rather What If...? Season 3 have a miserable midpoint than a miserable finale. And this isn't to say that Episode 5, "What If the Emergence Destroyed the Earth?" is bad. But in terms of theme and mood, it is certainly the darkest of the season and one of the darkest of the series overall in terms of how utterly helpless it feels. Not an easy feat to achieve in a superhero series, where things never seem quite so helpless because there's always a hero there to save the day. We'll get through this one together. Let's dive in.
Riri Williams Is the World's Last Hope in 'What If...?' Season 3 Episode 5
Even the Watcher (Jeffrey Wright) doesn't mince words as the episode begins, tossing us headfirst into what he calls "the final act of a tragic story." The Watcher says that he's seen many worlds fall prematurely, purely because their heroes couldn't, for whatever reason, rise to meet their moment. If the Watcher is telling us about this now, that means this story isn't over yet, though he doesn't appear to have much hope that it will go differently, and resigns himself to watching yet another world fall. In this case, this world is in the near future, run by a group called the Iron Federation. Riri Williams (Dominique Thorne), aka Ironheart, the Watcher says, is the last best hope in every variation of this particular universe, but she has yet to triumph in all the versions he's watched. I told you this episode was bleak. While the Watcher sets the stage, Riri sneaks through the streets and past the sentinels, following some sort of trail. Her path leads her to an old Avengers logo, next to which is hidden the code phrase "Rushville," which leads her to the Rushville hotel.
There, at the abandoned bar, she finds who she was looking for: Sharon Carter (Emily VanCamp). The two are there to make an exchange, with Sharon acquiring Riri an... EasyBake oven? An appliance you bake with, in any case, and more importantly, a completely analogue one. Riri asks if Sharon can get her more, and Sharon asks if it's true she's using the devices to build a weapon. Riri casually denies the rumor, and Sharon warns her that the Federation wants to get their hands on her, and it'll be all over when they do. With Riri actively destroying their convoys, there's no love lost between the two. Despite warning her about the Federation's arrival, Sharon betrays Riri, with the Federation mustering outside the door. To her credit, Riri seems to have anticipated this, and smashes Sharon in the face, extracting the part she needed from the oven in the process. Using her powered-up glove, she fires at the Federation sentinels that have come after her, with some dissolving into holograms -- "fake" as Riri calls them -- and some proving to be very real.
Her jetpack powers up long enough to get her to the roof of the hotel, and there the sentinels catch up with her, led by the Vision. The holograms all disappear, leaving Riri alone with the very real synthezoid, who grabs her and tries to throw her off the roof. He's foiled (kind of) by some approaching gunfire, which hits his hand and causes him to drop her anyway, only now it's onto a passing, armed barge led by Ying Nan (Michelle Wong), along with Wong (David Chen) Valkyrie (Tessa Thompson) and Okoye (Kenna Ramsey). They, Ying Nan tells her, are with the Alliance. When their attempts to take down the Vision fail, the barge flies away into the sky, dotted with large chunks of rock. What is this place, you may be wondering? Why, this is what's left of Earth, the Watcher says, after Tiamut caused the Emergence, years before the Eternals could stop it. The Emergence left the planet in fragments -- which I suspect would have made life on this planet physically unsustainable, not just post-apocalyptically so, but this is also a world where people do magic so what do I know -- but the Watcher explains that Quentin Beck (Alejandro Saab) took advantage of the chaos, took over Stark Industries to seize power, and sent what was left of civilization into a war, using the Iron Federation he created to push back the alliance of resistance fighters -- so...the Rebel Alliance? -- and maintain control. With Beck's life almost at an end, and him resembling a shriveled-up Emperor Palpatine with glowing blue eyes more than anything else, he has now turned his attention to putting an end to what's left of the Alliance, with the Vision following his orders.
On the Alliance barge, Riri asks them why they bothered bringing her, all while they sail through clouds of debris from the Emergence, from furniture to personal effects. Ying Nan tells her that they know about the weapon she's working on, which is why she needed the magnetron from Sharon, and says the weapon could be the key to bringing down the Vision. The rest of them reveal that they've been watching Riri for a while, and though her weapon can power down vibranium, it's not strong enough to take down a synthezoid like the Vision. Despite their desire to have her on board, and the fact that they did just save her, Riri is reluctant to trust anyone. Not to mention the Alliance isn't the fighting force it once was. To prove her point, they take her to their headquarters: a broken-down ship stuck against a piece of jagged rock. Inside, Riri sees what's left of the Aliance, which is barely more than a room full of people, before they take her down to a lab that has everything she'd need to build her weapon to take down the Vision.
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Quentin Beck Uses Vision to Take Down the Alliance in 'What If...?' Season 3 Episode 5
Riri is about to get to work when they receive a report that something is heading towards the ship, and they can't quite detect what it is. Okoye heads down to explore and finds half their forces already dead. The Vision isn't on his way, he's already here. In the lab, Riri tells them she needs about 12 hours to put the weapon together, and they tell her she's got 7.5 minutes to get it done, as that's how long Wong's protection spell can hold. So, no pressure then. The Vision creeps through the halls, killing anyone he comes across, and passing through walls and floors until he reaches the lab, where he runs into Wong's spell. While he holds the spell in place, Okoye and Valkyrie try to fight him, but the Vision gets the upper hand on all of them and enters the lab. Despite muttering about the impossibility of it, Riri manages to cobble some kind of weapon together and fires it at the Vision. The first shot peters out, but the second works and Ying Nan, Wong, Valkyrie and Okoye enter to find the Vision dead and Riri triumphant.
Though they've won this small battle, and restored just a tiny bit of hope, they are far from winning the war, with the others revealing to Riri that the Vision killed what was left of the Alliance, meaning it's just the five of them now, and they have to relocate as Beck now knows where they are. He knows a hell of a lot more than that, though, as the Vision sent footage back to him, which means he has an up-close view of Riri's weapon, and her name to go along with it. Meanwhile, the four remaining members of the Alliance leave their headquarters behindm eulogizing the fallen, and wiping clean all the evidence of their presence with the help of Wong's magic. As for Riri, she's joined them on the boat, but skips the eulogy in favor of meditating over what's left of the Vision, contemplating all she lost to get to this point. The Watcher says that while the fight is what motivates her, the fight is also always what kills her, and the why of it, when the episode does get there, is what makes this episode so particularly devastating.
Inside, Wong tells them all that since the Vision was killed, Beck has stepped up the Iron Legion's presence in every province, and Okoye confirms that all their channels are silent, meaning they're all that's left. Bolstered, Riri joins them and suggests they take down Beck's illusion network next, the nanotech-run network that powers the "fakes" that run rampant. All they'd have to do is destroy the nanites that are fueling the network. The only problem is these would be located at his headquarters, which Okoye says is located on a planetary fragment on the fast side of the asteroid belt. That combined with heavy guard and those aforementioned illusions make this task tricky to the point of impossible. Riri assures them that at the very least she can plug herself into the network powering his illusions to be able to discern fake from real, using what's left of Vision's body.
And so, knowing the risks and taking them anyway, Riri builds herself a suit of sorts out of the Vision's body that fuses to her being, making her half-human and half-synthezoid. For the Watcher, this signals the beginning of the end for Riri, who always tries to build her way out of her problems, though he can't fault her for trying. But, he says, this is always how it ends for her. And all he can do is watch. The Alliance approaches Beck's base, and Riri leads them towards it, with her enhanced vision picking out which ships and weapons are real, and which are illusions. Riri's suit takes a hit, and it trips up her neural network, which eventually affects her enough that she crashes to the surface, with the ship crashing down separately.
Ying Nan finds her shortly after, explaining that the others are holding Beck's forces back so they can take on the man himself. The two of them race away from the fighting and towards Beck's headquarters, where the nanite network is housed. Riri hops into the mainframe where the network is housed, going in manually as the wireless connection is not working, and nearly has it all worked out when the screen dissolves, along with the mainframe, the rest of the room and even Ying Nan. The whole thing was an illusion of Beck's, designed to lock her up in a cell in his throne room. Riri is confused, because, by all calculations, she should have accurately located the nanite network. Beck tells her that she located it just fine, because he is the nanite network -- no wonder he looks like Emperor Palpatine. This is what unlimited power gets you.
He explains that he had the nanites uploaded into his body to better control them, but admits that the move came at the price of his body. Worth it, he decides, if only to destroy the alliance. He also reveals the major flaw in Riri's plan. Because he is the one who built Vision, as soon as the tech came back online, he was able to control it, and thus shut down her ability to phase through walls after allowing her enough space to lure her in. His reason for bringing her in? To graft Vision's body to his own, thus compensating for his failing health and allowing him to live forever. He just has to kill Riri first. He tries to do just that by zapping Riri with power from the nanites, but tech genius that she is, Riri realizes if he's connected to her, then she's equally connected to him, and she uses that connection to fight him off and break through the glass wall of her cell.
The Watcher Breaks His Oath Again in 'What If...?' Season 3 Episode 5
Beck at first surrounds her with illusions to exhaust her, but realizes Riri will never stop fighting if she can see the goal and believes she actually has something to fight for. Instead, Beck changes tactics to focus on breaking Riri's spirit instead, and removes the larger illusion around her, telling her she never left the field she crashed in, and showing her the remainder of the Alliance, all dead in the barge. And this, the Watcher tells us, is always Riri's breaking point. When she's tired from the fight and has lost so much, she doesn't even see what she's fighting for anymore, and loses the will to fight. Beck takes advantage of her broken spirit and starts draining her once again to absorb Vision's suit into his own body, and the Watcher says it's too much even for him. He turns his back, unwilling to watch her die this way another time. But just as he leaves, as Beck's plan is starting to work, the Watcher realizes he doesn't want to give up on this story just yet.
Breaking his oath, the Watcher sends Riri words of encouragement, telling her to get up and fight back, which she does. This is what makes this ending an ultimately hopeful one in an otherwise miserable episode -- one that hits too close to home in a world full of men only too willing to let the rest of us burn to further they own ambition. What wins the day for Riri isn't being "stronger" than Beck physically. It's her having the will, and frankly the audacity to get up and keep fighting when all else seems hopeless. When there's nothing she can perceive as being worth fighting for, except the general sense that the bad guy cannot be allowed to win and continue perpetuating harm. She absorbs Beck's nanite network, and decides to give people around the fragmented remains of the Earth some hope for the future. She does so by flying above the atmosphere and conjuring an image of the Avengers symbol. The people may not know who did it, or what it means for them in the long run. But in the immediate future? Better things are on the horizon.
But you know we couldn't end on a note that triumphant when this episode also saw the Watcher break his oath again. It turns out, the Watcher is not the supreme... well, watcher in the multiverse, and there is actually someone who watches him in turn: the Eminence (Jason Isaacs). And he, along with the Incarnate (DC Douglas) and the Executioner (Darin De Paul), are ready to get their wayward Watcher back in line.
The first five episodes of What If...? are streaming now on Disney+.
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8 10
What If...?
Review
What If Season 3 Episode 5 offers a meaningful look at the power of hope.
Pros Season 3 Episode 5 is the first time in a long time that an MCU story has felt truly hopeless (in a good way). The story escalates the stakes well, when it starts off already as high as it can get.
Superhero
Animation
Action
Adventure
Based on the Marvel Comics series of the same name, this animated anthology looks at alternate timelines in the multiverse that would happen if specific moments in the MCU occurred differently.
Release Date August 11, 2021
Finale Year November 30, 2023
Cast Samuel L. Jackson , Stanley Tucci , Michael Douglas , Sean Gunn , Mark Ruffalo , Karen Gillan , Tom Hiddleston , Jeffrey Wright , Michael B. Jordan , Toby Jones , Sebastian Stan , Paul Rudd , David Dastmalchian , Natalie Portman , Josh Brolin , Dominic Cooper , Jeff Goldblum , Hayley Atwell , Djimon Hounsou , Chadwick Boseman , Taika Waititi , Chris Hemsworth , Neil McDonaugh , Jeremy Renner , Michael Rooker
Seasons 3
Writers Ashley Bradley , Matthew Chauncey
Streaming Service(s) Disney+
Franchise(s) Marvel Cinematic Universe
Directors Bryan Andrews
Showrunner Ashley Bradley
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Watch on Disney+