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The second season of the American animated
anthology series An anthology series is a written series, radio, television, film, or video game series that presents a different story and a different set of characters in each different episode, season, segment, or short. These usually have a different ca ...
'' What If...?'', based on the
Marvel Comics Marvel Comics is a New York City–based comic book publishing, publisher, a property of the Walt Disney Company since December 31, 2009, and a subsidiary of Disney Publishing Worldwide since March 2023. Marvel was founded in 1939 by Martin G ...
series of the same name, explores alternate timelines in the
multiverse The multiverse is the hypothetical set of all universes. Together, these universes are presumed to comprise everything that exists: the entirety of space, time, matter, energy, information, and the physical laws and constants that describ ...
that show what would happen if major moments from the films of the
Marvel Cinematic Universe The Marvel Cinematic Universe (MCU) is an American media franchise and shared universe centered on List of Marvel Cinematic Universe films, a series of superhero films produced by Marvel Studios. The films are based on characters that appe ...
(MCU) occurred differently. The season is produced by
Marvel Studios Animation Marvel Studios Animation (also known as Marvel Animation) is a division of American production company Marvel Studios centered on development of its animated projects based on Marvel Comics. The division was created by Marvel Studios as a "min ...
, with
A. C. Bradley Andrew Cecil Bradley, (26 March 1851 – 2 September 1935) was an English literary scholar, best remembered for his work on Shakespeare. Life Bradley was born at Park Hill, Clapham, then in Surrey but now part of London. His father was the pr ...
serving as
head writer A head writer is a person who oversees the team of writers on a television or radio series. The title is common in the soap opera A soap opera (also called a daytime drama or soap) is a genre of a long-running radio or television Serial (radio ...
and Bryan Andrews primarily directing. Animation for the season is provided by
Flying Bark Productions Flying Bark Productions Pty. Ltd. (formerly known as Yoram Gross Film Studios, Yoram Gross-Village Roadshow and Yoram Gross-EM.TV) is an Australian entertainment and animation studio that is a subsidiary of Belgian children's production company ...
, Stellar Creative Lab, and SDFX Studios, with Scott Wright and Stephan Franck serving as head of animation.
Jeffrey Wright Jeffrey Wright (born December 7, 1965) is an American actor. His accolades include a Primetime Emmy Award, a Tony Award, and a Golden Globe Award, in addition to a nomination for an Academy Award. Wright began his career in theater, where he g ...
stars as the Watcher, who narrates the series, alongside numerous MCU film actors reprising their roles. Development of the season began by December 2019, with the season's scripts written between January and October 2020 in the middle of the
COVID-19 pandemic The COVID-19 pandemic (also known as the coronavirus pandemic and COVID pandemic), caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2), began with an disease outbreak, outbreak of COVID-19 in Wuhan, China, in December ...
. Bradley and Andrews were revealed to be returning in November 2021. The first season's head of animation Stephan Franck was revealed as another director by December 2023. The second season debuted on December 22, 2023, on
Disney+ The Walt Disney Company, commonly referred to as simply Disney, is an American multinational mass media and entertainment industry, entertainment conglomerate (company), conglomerate headquartered at the Walt Disney Studios (Burbank), Walt Di ...
and released each of its nine episodes daily until December 30, as part of Phase Five of the MCU. A third season was confirmed in July 2022.


Episodes


Cast and characters

The series is narrated by
Jeffrey Wright Jeffrey Wright (born December 7, 1965) is an American actor. His accolades include a Primetime Emmy Award, a Tony Award, and a Golden Globe Award, in addition to a nomination for an Academy Award. Wright began his career in theater, where he g ...
as the Watcher, a member of the alien Watcher race who observes the
multiverse The multiverse is the hypothetical set of all universes. Together, these universes are presumed to comprise everything that exists: the entirety of space, time, matter, energy, information, and the physical laws and constants that describ ...
. Each episode features different versions of characters from the MCU films, with many actors reprising their roles for the series.


Production


Development

In December 2019,
Marvel Studios Marvel Studios, LLC, formerly known as Marvel Films, is an American film and television production company. Marvel Studios is the creator of the Marvel Cinematic Universe (MCU), a media franchise and shared universe of films and television ser ...
president
Kevin Feige Kevin Feige ( ; born June 2, 1973) is an American film and television producer. He has been the president of Marvel Studios and the primary producer of the Marvel Cinematic Universe (MCU) franchise since 2007. The films he has produced have a co ...
revealed that work had already begun on a second, 10-episode season of '' What If...?''. However, because of the production delays caused by the
COVID-19 pandemic The COVID-19 pandemic (also known as the coronavirus pandemic and COVID pandemic), caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2), began with an disease outbreak, outbreak of COVID-19 in Wuhan, China, in December ...
during the first season, the first two seasons each consisted of nine episodes. Executive producer
Brad Winderbaum Marvel Studios, LLC, formerly known as Marvel Films, is an American film and television production company. Marvel Studios is the creator of the Marvel Cinematic Universe (MCU), a media franchise and shared universe of films and television ser ...
explained that the additional, tenth episode of the first season, centered on versions of
Tony Stark Iron Man is a superhero appearing in American comic books published by Marvel Comics. Co-created by writer and editor Stan Lee, developed by scripter Larry Lieber, and designed by artists Don Heck and Jack Kirby, the character first appearan ...
and
Gamora Gamora is a character appearing in American comic books published by Marvel Comics. Created by writer/artist Jim Starlin, the character first appeared in ''Strange Tales'' #180 (June 1975). Gamora is the adopted daughter of Thanos and the last ...
first seen in the first-season finale, would not have been completed in time, and is included in the second season. The episodes are approximately 30 minutes in length.
A. C. Bradley Andrew Cecil Bradley, (26 March 1851 – 2 September 1935) was an English literary scholar, best remembered for his work on Shakespeare. Life Bradley was born at Park Hill, Clapham, then in Surrey but now part of London. His father was the pr ...
and Bryan Andrews return as
head writer A head writer is a person who oversees the team of writers on a television or radio series. The title is common in the soap opera A soap opera (also called a daytime drama or soap) is a genre of a long-running radio or television Serial (radio ...
and lead director, respectively, with Andrews directing the majority of episodes and Stephan Franck, the first season's head of animation, directing the first episode. Executive producers for the season include Winderbaum, Feige,
Louis D'Esposito Marvel Studios, LLC, formerly known as Marvel Films, is an American film and television production company. Marvel Studios is the creator of the Marvel Cinematic Universe (MCU), a media franchise and shared universe of films and television ser ...
,
Victoria Alonso Victoria Alonso (born 22 December 1965) is an Argentine film producer who formerly served as the president of physical and post-production, visual effects, and animation at Marvel Studios. Early life and education Victoria Alonso was born on ...
, Andrews, and Bradley. The final episode of the season introduced an updated Marvel Studios logo that replaced the live-action footage with animated images from ''What If...?''.


Writing

Matthew Chauncey The first 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 ...
and served as writers on the season, alongside Bradley. Writing for the season's episodes took place between January and October 2020 during the height of the COVID-19 pandemic, with the
story arc A story arc (also narrative arc) is the chronological construction of a plot in a novel or story. It can also mean an extended or continuing narrative, storyline in episode, episodic storytelling media such as television, comic books, comic strip ...
s conceived during brainstorming sessions in 2019. Because of the long-lead production for animation, there was not an opportunity for audience reactions to the first season to impact the creatives' work on the second season. Bradley said that since "it felt like the world was already ending" when writing the season, they tried to bring levity to the story for the season to make it "an escape and a fun release"; antithesis of this, she had written a " dark" episode with Peter Parker / Spider-Man inspired by ''
Children of Men ''Children of Men'' is a 2006 dystopian action thriller film directed and co-written by Alfonso Cuarón. The screenplay, based on P. D. James' 1992 novel '' The Children of Men'', was credited to five writers, with Clive Owen making uncredite ...
'' (2006) that did not proceed. Some of the 20 concepts not chosen from the first season's initial 30 appear in the second, with Winderbaum noting that since those were initially conceived, "the world's changed and the fictional Marvel Universe has changed", which would allow for new ideas to be presented as well. Andrews said that following the first season, in which the "what if" concept were only small changes from what was established, further seasons were able to "expand out" beyond these small moments and "get a little bit wackier". Bradley said the season would focus more on revealing new sides to MCU characters than the "big, let's end the world"-style stories from the first season. Characters introduced in Phase Four of the MCU also featured in the season, which shows alternate storylines of Phase Four films. Some of the storyline elements from the first season with
Captain Carter Margaret Elizabeth "Peggy" Carter, also known as Agent Carter, is a fictional character in the Marvel Cinematic Universe (MCU) media franchise portrayed by Hayley Atwell, based on the Marvel Comics character of the same name. Carter is depict ...
, Doctor Strange Supreme and the Watcher are continued in this season. While development of the second season was beginning, Captain Carter became the character that the writers wanted to continue to revisit every season to continue her story after she had "bubbled up" in the first season as a prominent character. Once a Captain Carter arc had been decided, the creatives kept returning to the idea of having Doctor Strange Supreme return as the season's villain; early discussions for the season's villain had centered on it being the Grandmaster, exploring the idea that he acquired the
Infinity Gauntlet ''The Infinity Gauntlet'' is an American comic book storyline published by Marvel Comics. In addition to an eponymous, six-issue limited series written by Jim Starlin and pencilled by George Pérez and Ron Lim, crossover chapters appeared in ...
. For the Watcher, the season goes "a little deeper" into what makes him "tick", and how he would reckon with his choices from the first season. Chauncey explained that fate had made Captain Carter and the Watcher "lone warriors" and described them as mirrors for each other, highlighting how the Watcher watches and engages with Captain Carter throughout her life in the season. Discussing the friendship between the Watcher and Captain Carter, Bradley said that Carter does not back down from him and is able to "see the bigger picture" while trying to do what is right and intervening in events that the Watcher cannot. The episodes once again have various tones and are set in different genres, including a
Nebula A nebula (; or nebulas) is a distinct luminescent part of interstellar medium, which can consist of ionized, neutral, or molecular hydrogen and also cosmic dust. Nebulae are often star-forming regions, such as in the Pillars of Creation in ...
episode that is a
detective story Detective fiction is a subgenre of crime fiction and mystery fiction in which an investigator or a detective—whether professional, amateur or retired—investigates a crime, often murder. The detective genre began around the same time as specu ...
inspired by the
film noir Film noir (; ) is a style of Cinema of the United States, Hollywood Crime film, crime dramas that emphasizes cynicism (contemporary), cynical attitudes and motivations. The 1940s and 1950s are generally regarded as the "classic period" of Ameri ...
genre, such as ''
Blade Runner ''Blade Runner'' is a 1982 science fiction film directed by Ridley Scott from a screenplay by Hampton Fancher and David Peoples. Starring Harrison Ford, Rutger Hauer, Sean Young, and Edward James Olmos, it is an adaptation of Philip K. Di ...
'' (1982), that is one of the "darker" episodes of the season; one where the
Avengers Avenger(s) or The Avenger(s) may refer to: Arts, entertainment, and media Marvel Comics universe * Avengers (comics), a team of superheroes **Avengers (Marvel Cinematic Universe), a central team of protagonist superheroes of "The Infinity Sag ...
were formed in the 1980s and is inspired by the action films of that era; a holiday-themed episode influenced by ''
Die Hard ''Die Hard'' is a 1988 American action film directed by John McTiernan and written by Jeb Stuart (writer), Jeb Stuart and Steven E. de Souza, based on the 1979 novel ''Nothing Lasts Forever (Thorp novel), Nothing Lasts Forever'' by Roderick ...
'' (1988); an ''
Odyssey The ''Odyssey'' (; ) is one of two major epics of ancient Greek literature attributed to Homer. It is one of the oldest surviving works of literature and remains popular with modern audiences. Like the ''Iliad'', the ''Odyssey'' is divi ...
'' homage that mixes in racing elements from films such as ''
Death Race 2000 ''Death Race 2000'' is a 1975 American dystopian science-fiction action film directed by Paul Bartel and produced by Roger Corman for New World Pictures. Set in a dystopian American society in the year 2000, the film centers on the murderous Tr ...
'' (1975) and '' Mad Max: Fury Road'' (2015); and
spy Espionage, spying, or intelligence gathering, as a subfield of the intelligence field, is the act of obtaining secret or confidential information (intelligence). A person who commits espionage on a mission-specific contract is called an ''e ...
elements for Captain Carter's episode that continues from the mid-credits scene in " What If... the Watcher Broke His Oath?". The season also includes episodes that are a "redemption story" for
Hela HeLa () is an immortalized cell line used in scientific research. It is the oldest human cell line and one of the most commonly used. HeLa cells are durable and prolific, allowing for extensive applications in scientific study. The line is ...
, and one that is a loose adaptation of the ''
Marvel 1602 ''Marvel 1602'', or simply ''1602'', is an eight-issue comic book limited series published in 2003 by Marvel Comics. The limited series was written by Neil Gaiman, penciled by Andy Kubert, and digitally painted by Richard Isanove; Scott McKowe ...
'' (2003) comic book limited series. The sixth episode introduces an original MCU character named Kahhori, a young
Mohawk Mohawk may refer to: Related to Native Americans *Mohawk people (Kanien’kehá:ka), an indigenous people of North America (Canada and New York) *Mohawk language (Kanien’kéha), the language spoken by the Mohawk people *Mohawk hairstyle, from a ...
woman in an alternate timeline who seeks to discover her new-found powers after the
Tesseract In geometry, a tesseract or 4-cube is a four-dimensional hypercube, analogous to a two-dimensional square and a three-dimensional cube. Just as the perimeter of the square consists of four edges and the surface of the cube consists of six ...
crash-lands in the
Haudenosaunee Confederacy The Iroquois ( ), also known as the Five Nations, and later as the Six Nations from 1722 onwards; alternatively referred to by the Endonym and exonym, endonym Haudenosaunee ( ; ) are an Iroquoian languages, Iroquoian-speaking Confederation#Ind ...
in pre-colonial America where
European colonization The phenomenon of colonization is one that stretches around the globe and across time. Ancient and medieval colonialism was practiced by various civilizations such as the Phoenicians, Babylonians, Persians, Greeks, Romans, Han Chinese, and A ...
has not occurred. The creatives worked with members of the Mohawk Nation and Disney's diversity department, which brought in consultants from the
Smithsonian Institution The Smithsonian Institution ( ), or simply the Smithsonian, is a group of museums, Education center, education and Research institute, research centers, created by the Federal government of the United States, U.S. government "for the increase a ...
, to ensure cultural accuracy for its representation of Indigenous Americans when creating the character, setting, design, story, and music. The episode is presented in the
Mohawk language Mohawk () or (' anguageof the Flint Place') is an Iroquoian languages, Iroquoian language currently spoken by around 3,500 people of the Mohawk people, Mohawk nation, located primarily in current or former Haudenosaunee territories, predomin ...
with English subtitles as well as Spanish. A
Red Guardian The Red Guardian (Russian: Красный страж, ''Krasnyy Strazh'') is the name of several fictional characters appearing in American comic books published by Marvel Comics: Aleksey Lebedev, Alexei Shostakov, Tania Belinsky, Josef Petkus, ...
/ Winter Soldier-centered episode written by Bradley was intended for the second season, but was later moved to the
third Third or 3rd may refer to: Numbers * 3rd, the ordinal form of the cardinal number 3 * , a fraction of one third * 1⁄60 of a ''second'', i.e., the third in a series of fractional parts in a sexagesimal number system Places * 3rd Street (di ...
. Other episodes considered during the season's development included a musical, with four concepts that "could have gone musical one way or another"; Pet Avengers; and a pirate themed one, with Andrews explaining it would have focused on Crossbones as a
swashbuckler A swashbuckler is a genre of European adventure literature that focuses on a heroic protagonist stock character who is skilled in swordsmanship, acrobatics, and guile, and possesses chivalrous ideals. A "swashbuckler" protagonist is heroic, ...
who considers leaving that life.


Casting and voice recording

Jeffrey Wright Jeffrey Wright (born December 7, 1965) is an American actor. His accolades include a Primetime Emmy Award, a Tony Award, and a Golden Globe Award, in addition to a nomination for an Academy Award. Wright began his career in theater, where he g ...
returns to narrate the series as the Watcher. Marvel's plan for the series was to have actors who portray characters in the MCU films reprise their roles in ''What If...?'', with over 30 doing so for the season. These include:
Karen Gillan Karen Sheila Gillan (; born 28 November 1987) is a Scottish actress and filmmaker. She gained recognition for her work in British film and television, particularly for playing Amy Pond, a primary companion to the Eleventh Doctor in the scien ...
as Nebula,
Jude Law David Jude Heyworth Law (born 29 December 1972) is an English actor. He began his career in theatre before landing small roles in various British television productions and feature films. Law gained international recognition for his role in An ...
as
Yon-Rogg Yon-Rogg is a character appearing in American comic books published by Marvel Comics. Created by Stan Lee and Gene Colan, the character first appeared in '' Marvel Super Heroes'' #12 (December 1967). Yon-Rogg is a military commander of the Kree al ...
,
Michael Rooker Michael Rooker (born April 6, 1955) is an American actor who mainly plays roles of antagonists. He first rose to prominence for portraying the titular role in '' Henry: Portrait of a Serial Killer'' (1986), and is best known for starring as Mer ...
as Yondu Udonta,
Seth Green Seth Benjamin Green ( ''né'' Gesshel-Green; born February 8, 1974) is an American actor. His film debut was '' The Hotel New Hampshire'' (1984), and he went on to have supporting roles in comedy films in the 1980s, including '' Radio Days'' ( ...
as
Howard the Duck Howard the Duck is a character appearing in American comic books published by Marvel Comics. The character was created by writer Steve Gerber, based very loosely on his college friend Howard Tockman, and artist Val Mayerik. Howard the Duck firs ...
,
Taika Waititi Taika David Cohen (born 16 August 1975), known professionally as Taika Waititi ( ), is a New Zealand filmmaker, actor, and comedian. Known for quirky comedy films and expanding his career as a voice actor and producer on numerous projects, he ...
as Korg,
Peter Serafinowicz Peter Szymon Serafinowicz ( ; born 10 July 1972) is an English actor, comedian, director and screenwriter. His film roles include the voice of Darth Maul in '' Star Wars: Episode I – The Phantom Menace'' (1999), Pete in '' Shaun of the Dead' ...
as
Garthan Saal S'Byll S'Byll (sometimes spelled S'byll) is a character appearing in American comic books published by Marvel Comics. S'Byll is a Skrull that was raised on the planet Satriani. She was responsible for curing Super-Skrull of his disease. Si ...
,
Michael Douglas Michael Kirk Douglas (born September 25, 1944) is an American actor and film producer. He has received numerous accolades, including two Academy Awards, five Golden Globe Awards, a Primetime Emmy Award, the Cecil B. DeMille Award, and the ...
as Hank Pym / Ant-Man,
Hayley Atwell Hayley Elizabeth Atwell (born 5 April 1982) is an English and American actress. After appearing in various West End productions, Atwell gained popularity for her roles in period dramas, appearing in the films ''Brideshead Revisited'' (2008), '' ...
as
Peggy Carter Margaret Elizabeth "Peggy" Carter is a fictional character appearing in American comic books published by Marvel Comics. She is usually depicted as a supporting character in books featuring Captain America. Created by writer Stan Lee and artist ...
and
Captain Carter Margaret Elizabeth "Peggy" Carter, also known as Agent Carter, is a fictional character in the Marvel Cinematic Universe (MCU) media franchise portrayed by Hayley Atwell, based on the Marvel Comics character of the same name. Carter is depict ...
,
John Slattery John M. Slattery Jr. (born August 13, 1962) is an American actor and director. He is known for his role as Roger Sterling in the AMC drama series ''Mad Men'' (2007–15), for which he was nominated 4 times for a Primetime Emmy Award for Outsta ...
as
Howard Stark Howard Stark is a character appearing in American comic books published by Marvel Comics. The character is usually depicted as a background character in stories featuring Iron Man and stories featuring Captain America. He is the founder of Stark ...
,
Kurt Russell Kurt Vogel Russell (born March 17, 1951) is an American actor. He began his career as a child actor before transitioning to leading roles as an adult in various genres such as action adventures, science-fiction, westerns, romance films, co ...
as
Ego Ego or EGO may refer to: Social sciences * Ego (Freudian), one of the three constructs in Sigmund Freud's structural model of the psyche * Egoism, an ethical theory that treats self-interest as the foundation of morality * Egotism, the drive to ...
,
Chris Hemsworth Christopher Hemsworth (born 11 August 1983) is an Australian actor. Born and raised in Melbourne, Victoria, and Bulman, Northern Territory, he rose to prominence playing Kim Hyde in the Australian television series ''Home and Away'' (2004 ...
as
Thor Thor (from ) is a prominent list of thunder gods, god in Germanic paganism. In Norse mythology, he is a hammer-wielding æsir, god associated with lightning, thunder, storms, sacred trees and groves in Germanic paganism and mythology, sacred g ...
,
Laurence Fishburne Laurence John Fishburne III (born July 30, 1961) is an American actor. Throughout his career, he has gained recognition for his roles on stage and screen as militant and authoritative characters. List of awards and nominations received by Laur ...
as Bill Foster / Goliath,
Sebastian Stan Sebastian Stan (born August 13, 1982) is a Romania-born American actor. Known for his work in both blockbuster and independent films, his accolades include a Golden Globe Award and a Silver Bear, in addition to nominations for an Academy A ...
as Bucky Barnes / The Winter Soldier,
Atandwa Kani Atandwa Kani (born 6 June 1984) is a South African actor. He is the son of actor John Kani. Early life Kani was born on June 6, 1984, in Port Elizabeth, Eastern Cape. His introduction to the entertainment industry began early in his life, as he ...
as King T'Chaka / Black Panther,
Madeleine McGraw Madeleine McGraw (born December 22, 2008) is an American actress. She gained recognition for her roles in various Horror fiction, horror-themed projects including the television show ''Outcast (TV series), Outcast'' (2016–2018), and the films ' ...
as young
Hope van Dyne Hope van Dyne (née Pym) is a fictional character portrayed primarily by Evangeline Lilly in the Marvel Cinematic Universe (MCU) film franchise, loosely based on the Marvel Comics character Hope Pym. Portrayed as the daughter of Hank Pym (Marve ...
,
Gene Farber Gene Farber (born November 14, 1978, in Minsk, Belarus) is an American actor of Belarusian-Jewish descent. Filmography Films *''Virtuality'' (2010) *''Das Boot'' (2010) *'' X-Men: First Class'' (2011) - Soviet Radioman *''Idiot'' (2012) *''The ...
as
Karpov Karpov (masculine, ) or Karpova (feminine, ) is a Russian surname. Notable people with the surname include: * Aleksandr Karpov (1917–1944), Soviet ace, double Hero of the Soviet Union * Andriy Karpov (born 1987), Ukrainian motorcyclist * Anatoly ...
,
Jon Favreau Jonathan Kolia Favreau ( ; born October 19, 1966) is an American actor and filmmaker. As an actor, Favreau has appeared in films such as ''Rudy (film), Rudy'' (1993), ''PCU (film), PCU'' (1994), ''Swingers (1996 film), Swingers'' (1996), ''Very ...
as Happy Hogan / "The
Freak A freak is a person who is physically deformed or transformed due to an extraordinary medical condition or body modification. This definition was first attested with this meaning in the 1880s as a shorter form of the phrase " freak of nature ...
",
Kat Dennings Katherine Victoria Litwack (born June 13, 1986), known professionally as Kat Dennings, is an American actress. She is known for her starring roles as Max Black in the CBS sitcom ''2 Broke Girls'' (2011–2017) and as Darcy Lewis in the Marvel ...
as
Darcy Lewis Darcy, Darci or Darcey may refer to different people such as: Science * Darcy's law, which describes the flow of a fluid through porous material * Darcy (unit), a unit of permeability of fluids in porous material * Darcy friction factor in the ...
,
Cobie Smulders Jacoba Francisca Maria "Cobie" Smulders (born April 3, 1982) is a Canadian actress. She is known for her starring role as Robin Scherbatsky in the CBS series ''How I Met Your Mother'' (2005–2014) and as S.H.I.E.L.D. agent Maria Hill in th ...
as
Maria Hill Commander Maria Christina Hill is a character appearing in American comic books published by Marvel Comics. Created by Brian Michael Bendis and David Finch (comics), David Finch, the character first appeared in ''The New Avengers (comics), The Ne ...
,
Sam Rockwell Sam Rockwell (born November 5, 1968) is an American actor. He won the Academy Award for Best Supporting Actor, for playing troubled police officer Jason Dixon in ''Three Billboards Outside Ebbing, Missouri'' (2017). He was nominated i ...
as
Justin Hammer Justin Hammer is a fictional character appearing in American comic books published by Marvel Comics. The character is depicted as a villainous entrepreneur, head of Hammer Industries and a frequent adversary of the superhero Iron Man. He is the ...
,
Mark Ruffalo Mark Alan Ruffalo (; born November 22, 1967) is an American actor. He began acting in the late 1980s and first gained recognition for his work in Kenneth Lonergan's play ''This Is Our Youth'' (1996) and drama film ''You Can Count on Me'' (2000) ...
as
Bruce Banner The Hulk is a superhero appearing in American comic books published by Marvel Comics. Created by writer Stan Lee and artist Jack Kirby, the character first appeared in the debut issue of ''The Incredible Hulk (comic book), The Incredible Hulk ...
,
Jeremy Renner Jeremy Lee Renner (born January 7, 1971) is an American actor. He began his career by appearing in independent films such as ''Dahmer (film), Dahmer'' (2002) and ''Neo Ned'' (2005), then supporting roles in bigger films, such as ''S.W.A.T. (20 ...
as Clint Barton / Hawkeye,
Jeff Goldblum Jeffrey Lynn Goldblum ( ; born October 22, 1952) is an American actor and musician. He has starred in some of the highest-grossing films, such as ''Jurassic Park'' (1993) and ''Independence Day'' (1996), as well as their sequels. Goldblum ...
as the Grandmaster,
Tessa Thompson Tessa Lynne Thompson (born October 3, 1983) is an American actress. She began her professional acting career with the List of Theatre Communications Group member theatres, Los Angeles Women's Shakespeare Company while studying at Santa Monica ...
as
Valkyrie In Norse mythology, a valkyrie ( or ; from ) is one of a host of female figures who guide souls of the dead to the god Odin's hall Valhalla. There, the deceased warriors become ('single fighters' or 'once fighters').Orchard (1997:36) and Li ...
,
Rachel House Rachel Jessica Te Ao Maarama House (born 20 October 1971) is a New Zealand actress and director. She is best known for her roles in the films of Taika Waititi. She has received numerous accolades including an Arts Laureate, NZ Order of Mer ...
as
Topaz Topaz is a silicate mineral made of aluminium, aluminum and fluorine with the chemical formula aluminium, Alsilicon, Sioxygen, O(fluorine, F, hydroxide, OH). It is used as a gemstone in jewelry and other adornments. Common topaz in its natural ...
,
Josh Brolin Josh James Brolin (; born February 12, 1968) is an American actor. A son of actor James Brolin, he gained fame in his youth for his role in the adventure film ''The Goonies'' (1985). After years of decline, Brolin had a resurgence with his starr ...
as
Thanos Thanos () is a supervillain appearing in American comic books published by Marvel Comics. Created by writer-artist Jim Starlin, the character first appeared in '' The Invincible Iron Man'' #55 (cover date February 1973). An Eternal– Devia ...
, Samuel L. Jackson as
Nick Fury Colonel (United States), Colonel Nicholas Joseph "Nick" Fury Sr. is a fictional character appearing in American comic books published by Marvel Comics. Created by writer/artist Jack Kirby and writer Stan Lee, he first appeared in ''Sgt. Fury and ...
,
Frank Grillo Frank Anthony Grillo (born June 8, 1965) is an American actor. He is known for playing Brock Rumlow / Crossbones in the superhero franchise Marvel Cinematic Universe (MCU), Sergeant Leo Barnes in ''The Purge'' franchise, and Rick Flag Sr. in ...
as
Brock Rumlow Crossbones (Brock Rumlow) is a supervillain appearing in American comic book, American comic books published by Marvel Comics. Created by Mark Gruenwald and Kieron Dwyer, the character first made a cameo appearance in ''Captain America (comic boo ...
,
Rachel Weisz Rachel Hannah Weisz (; born 7 March 1970) is an English actress. Known for her roles in independent films and blockbusters, she has received List of awards and nominations received by Rachel Weisz, several awards, including an Academy Award, ...
as Melina Vostokoff,
Elizabeth Olsen Elizabeth Chase Olsen (born February 16, 1989) is an American actress. She gained worldwide recognition for her portrayal of Wanda Maximoff / Scarlet Witch in the Marvel Cinematic Universe media franchise, including in '' Avengers: Age of Ult ...
as Wanda-Merlin,
Benedict Cumberbatch Benedict Timothy Carlton Cumberbatch (born 19 July 1976) is an English actor. He has received List of awards and nominations received by Benedict Cumberbatch, various accolades, including a BAFTA TV Award, a Primetime Emmy Award and a Laurenc ...
as Doctor Strange Supreme,
Clancy Brown Clarence James Brown III (born January 5, 1959) is an American actor. Prolific in film and television since the 1980s, Brown is often cast in villainous and authoritative roles. His film roles include Rawhide in ''The Adventures of Buckaroo Ban ...
as Surtur,
Cate Blanchett Catherine Élise Blanchett ( ; born 14 May 1969) is an Australian actor and producer. Regarded as one of the best performers of her generation, she is recognised for Cate Blanchett on screen and stage, her versatile work across stage and scre ...
as
Hela HeLa () is an immortalized cell line used in scientific research. It is the oldest human cell line and one of the most commonly used. HeLa cells are durable and prolific, allowing for extensive applications in scientific study. The line is ...
,
Idris Elba Idrissa Akuna Elba Order of the British Empire, OBE ( ; born 6 September 1972) is an English actor and musician. He has received a Golden Globe Award as well as nominations for three BAFTA Awards and six Primetime Emmy Awards, Emmy Awards. He w ...
as
Heimdall In Norse mythology, Heimdall (from Old Norse Heimdallr; modern Icelandic language, Icelandic Heimdallur) is a Æsir, god. He is the son of Odin and nine mothers. Heimdall keeps watch for invaders and the onset of Ragnarök from his dwelling Himi ...
,
Tom Hiddleston Thomas William Hiddleston (born 9 February 1981) is a British actor. He gained international fame portraying Loki (Marvel Cinematic Universe), Loki in the Marvel Cinematic Universe (MCU), beginning with ''Thor (film), Thor'' in 2011 and incl ...
as
Loki Loki is a Æsir, god in Norse mythology. He is the son of Fárbauti (a jötunn) and Laufey (mythology), Laufey (a goddess), and the brother of Helblindi and Býleistr. Loki is married to the goddess Sigyn and they have two sons, Narfi (son of Lo ...
,
Paul Rudd Paul Stephen Rudd (born April 6, 1969) is an American actor. Rudd studied theatre at the University of Kansas and the American Academy of Dramatic Arts before making his acting debut in 1991. He was included on the ''Forbes'' Celebrity 100 li ...
as Scott Lang / Ant-Man, and
Stanley Tucci Stanley Tucci Jr. ( ; born November 11, 1960) is an American actor. Known as a character actor, he has played a wide variety of roles ranging from menacing to sophisticated, earning numerous accolades, including six Emmy Awards and two Golden ...
as
Abraham Erskine Earth Lord Earth Sentry Earth Sentry (John Foster) was created by Tom DeFalco and Ron Frenz, and first appeared in ''A-Next'' #2 (1999) in the MC2 universe. When John and his father Bill were investigating a UFO crash site, they discovered a ...
. Chauncey stated that each of the returning actors have such a knowledge of their characters, they had "pinpoint accuracy that allowed them to drop right into whatever timeline" of the episode and were able to imbue subtle changes as necessary for the scenarios. Several characters in the season are voiced by different actors than those who portrayed them in MCU films. Reprising their roles from the first season include:
Mick Wingert Mick Wingert (born July 4, 1974) is an American voice actor and voice-over coach. He has played the voice of Master Po and Zeng in '' Kung Fu Panda: Legends of Awesomeness'', taking over the roles from actors Jack Black and Dan Fogler, respecti ...
as Tony Stark / Iron Man;
Lake Bell Lake Siegel Bell (born March 24, 1979) is an American actress, screenwriter, and director. She has appeared in various television series, including '' Boston Legal'' (2004–2006), ''Surface'' (2005–2006), '' How to Make It in America'' (2010 ...
as Natasha Romanoff / Black Widow;
Josh Keaton Joshua Luis Wiener (born February 8, 1979), known professionally as Josh Keaton, is an American actor. He is known for his many voice roles, including Takashi "Shiro" Shirogane in '' Voltron: Legendary Defender'', Spider-Man in various media ...
as Steve Rogers / Captain America, the Hydra Stomper, and Rogers Hood; and
Cynthia McWilliams Cynthia Kaye McWilliams is an American actress, known for her performances on the television series '' Real Husbands of Hollywood'', ''Prison Break'', and ''Nashville''. Life and career Cynthia Kaye McWilliams was born in Berlin, Germany, but mov ...
as
Gamora Gamora is a character appearing in American comic books published by Marvel Comics. Created by writer/artist Jim Starlin, the character first appeared in ''Strange Tales'' #180 (June 1975). Gamora is the adopted daughter of Thanos and the last ...
. Julianne Grossman voices
Nova Prime The Nova Corps is a fictional intergalactic Gendarmerie, military and police force appearing in American comic books published by Marvel Comics. Created by writer Marv Wolfman, the Corps first appeared in ''Fantastic Four (comic book), Fantastic F ...
Irani Rael, replacing
Glenn Close Glenda Veronica Close (born March 19, 1947) is an American actress. In a career spanning over five decades on Glenn Close on screen and stage, screen and stage, she has received List of awards and nominations received by Glenn Close, numerous ac ...
;
Fred Tatasciore Fred Tatasciore ( , , born June 13, 1967) is an American voice actor who has provided voices in animated and live-action films, television shows, and video games. He is known for voicing the Hulk, Volstagg, and Beast in various Marvel media and ...
voices Groot, replacing
Vin Diesel Mark Sinclair (born July 18, 1967), known professionally as Vin Diesel, is an American actor and film producer. One of the world's highest-grossing actors, he is best known for portraying Dominic "Dom" Toretto in the '' Fast & Furious'' fra ...
; Mace Montgomery Miskel voices young
Peter Quill Star-Lord (Peter Jason Quill) is a superhero appearing in American comic books published by Marvel Comics. Created by Steve Englehart and Steve Gan, the character first appeared in ''Marvel Preview'' #4 (January 1976). The son of human Meredit ...
, replacing
Wyatt Oleff Wyatt Jess Oleff (born July 13, 2003) is an American actor, known for portraying the role of Stanley Uris in '' It'' and its 2019 sequel, as well as the role of Stanley Barber in '' I Am Not Okay with This'' (2020), and a young Peter Quill in ...
; Keri Tombazian voices Wendy Lawson / Mar-Vell, replacing
Annette Bening Annette Carol Bening (born May 29, 1958) is an American actress. With a career spanning over four decades, she is known for List of Annette Bening performances, her versatile work across screen and stage. Bening has received List of awards an ...
;
Jeff Bergman Jeffrey Bergman (born July 10, 1960) is an American voice actor who has provided the modern-day voices of various classic cartoon characters, most notably with ''Looney Tunes'' and Hanna-Barbera. Bergman was the first to replace Mel Blanc as th ...
voices
Odin Odin (; from ) is a widely revered god in Norse mythology and Germanic paganism. Most surviving information on Odin comes from Norse mythology, but he figures prominently in the recorded history of Northern Europe. This includes the Roman Em ...
, replacing
Anthony Hopkins Sir Philip Anthony Hopkins (born 31 December 1937) is a Welsh actor. Considered one of Britain's most recognisable and prolific actors, he is known for List of Anthony Hopkins performances, his performances on the screen and stage. Hopkins ha ...
; and
Feodor Chin Feodor Chin is an American actor, writer, and comedian from San Francisco, California. As an actor, he was classically trained at UCLA, the American Conservatory Theater, and has studied with renowned acting coach, Larry Moss. He was a Maude Nig ...
voices
Xu Wenwu Xu or XU may refer to: Surnames * Xu (surname 徐) ( ''Xú'') * Xu (surname 許) (/ ''Xǔ'') * Xu (surname 胥) ( ''Xū'') The tones of these surnames are different in Mandarin, but if the tone diacritics are omitted then each surname would be s ...
, replacing Tony Leung. Characters introduced in the season include Isaac Robinson-Smith as Sergei; Matthew Waterson as Rusty;
Ross Marquand Roscoe Wayne Marquand (born August 22, 1981) is an American actor and impressionist. He has played Aaron on the television series '' The Walking Dead'' (2015–2022), Red Skull and Ultron in various projects connected to the Marvel Cinematic Univ ...
as W.E.R.N.E.R.;
Devery Jacobs Kawennáhere Devery Jacobs (born August 8, 1993) is a Mohawk actress. For her performance in '' Rhymes for Young Ghouls'' (2013), she garnered a Canadian Screen Awards nomination for Best Actress. In 2023 and 2024, for her role on ''Reservation ...
as Kahhori, a young
Mohawk Mohawk may refer to: Related to Native Americans *Mohawk people (Kanien’kehá:ka), an indigenous people of North America (Canada and New York) *Mohawk language (Kanien’kéha), the language spoken by the Mohawk people *Mohawk hairstyle, from a ...
woman who is an original MCU character; Jacobs also portrays
Bonnie Bonnie is a Scottish given name and is sometimes used as a descriptive reference, as in the Scottish folk song, My Bonnie Lies over the Ocean or Bonnie Dundee about John Graham, 7th Laird of Claverhouse. It comes from the Scots language word "bon ...
in Marvel Studios' live-action miniseries ''
Echo In audio signal processing and acoustics, an echo is a reflection of sound that arrives at the listener with a delay after the direct sound. The delay is directly proportional to the distance of the reflecting surface from the source and the lis ...
'' (2024), which she called a "coincidence" that she was part of two Marvel Studios projects and noting the two characters were not related;
Kiawentiio Kiawenti:io Tarbell (, born 28 April 2006), known mononymously as Kiawentiio, is a Mohawk actress and singer. She made her television debut in the third season of the CBC series ''Anne with an E'' (2019) and her film debut in ''Beans'' (2020). ...
as Wáhta; Jeremy White as Atahraks; Gabriel Romero as Rodrigo Alphonso Gonzolo;
Carolina Ravassa Carolina Ravassa (born 15 June 1985) is a Colombian actress. A performing arts graduate from Boston College and New York Conservatory for Dramatic Arts, Ravassa is best known outside of Colombia for her voice over work in television series and ...
as Queen Isabella of Spain;
Lauren Tom Lauren Tom (born August 4, 1961) is an American actress. She began her career on stage, winning an Obie Award, and gained recognition for her role in '' The Joy Luck Club'' (1993). On television, she is known for her roles in the NBC sitcom ''Fri ...
as Jiayi; Michael Hagiwara as Shunyuan; and Liv Zamora as young Hela. Wright enjoyed being able to see how his performance played with animation for the first-season episodes while recording for this season, allowing him to make some adjustments to his performance such as adding "a bit more mystery to the voice and a bit more distance" to further the notion that the Watcher is "not entirely present". He also rerecorded some of his performance for the season after hearing his initial recordings, believing he had "been a bit distracted" and the tone of his voice was off. In January 2021, Grillo revealed that he had to return the following month to record more episodes as Rumlow.


Animation

Scott Wright serves as animation supervisor for the majority of the season, with the first season's head of animation Franck joining Wright on the fourth episode, and serving as sole supervisor on the fifth.
Flying Bark Productions Flying Bark Productions Pty. Ltd. (formerly known as Yoram Gross Film Studios, Yoram Gross-Village Roadshow and Yoram Gross-EM.TV) is an Australian entertainment and animation studio that is a subsidiary of Belgian children's production company ...
worked on four episodes, Stellar Creative Lab worked on two, and SDFX Studios worked on three.


Music

Laura Karpman Laura Anne Karpman (born March 1, 1959) is an American composer, whose work has included music for film, television, video games, theater, and the concert hall. She has won five Emmy Awards for her work. Karpman was trained at the Juilliard Schoo ...
returned from the first season as a composer, and was joined by her wife Nora Kroll-Rosenbaum, who previously conducted Karpman's score for ''
The Marvels ''The Marvels'' is a 2023 American superhero film based on Marvel Comics. Produced by Marvel Studios and distributed by Walt Disney Studios Motion Pictures, it is the sequel to the film '' Captain Marvel'' (2019), a continuation of the telev ...
'' (2023). They completed work on the season's score by the start of December 2023. The Kahhori episode features traditional Mohawk music. A five-track EP for the third episode, " What If... Happy Hogan Saved Christmas?", was released digitally on December 15, 2023. A soundtrack album for the season featuring selections of Karpman and Kroll-Rosenbaum's score was released digitally by
Hollywood Records Hollywood Records is an American record label owned by the Disney Music Group which focuses on pop, rock, alternative, hip hop and country genres, also specializing in recordings for a more mature audience not suitable for the flagship Wal ...
and
Marvel Music Marvel Music was a short-lived imprint of Marvel Comics, introduced in 1994 to publish comics developed in collaboration with musicians. The concept descended from previous Marvel collaborations with Kiss (which starred in a ''Marvel Comics S ...
on January 5, 2024.


Marketing

The season was discussed during Marvel Studios' animation panel at the 2022
San Diego Comic-Con San Diego Comic-Con is a comic book convention and multi-genre entertainment event held annually in San Diego, California, at the San Diego Convention Center. Founded in 1970, originally showcasing primarily comic books and science fiction/fant ...
, where "What If... Captain Carter Fought the Hydra Stomper?" was shown, then expected to be the season's first episode. A trailer for the second season was released on November 15, 2023. Bradley Russell at ''
Total Film ''Total Film'' was a British film magazine published 13 times a year (published monthly with a summer issue added, between the July and August issues, every year since issue 91, 2004) by Future Publishing. The magazine was launched in 1997 and of ...
'' felt the season was "serving up the weirdest, wildest side to the MCU yet". Marvel created an
Advent calendar An Advent calendar, from the German word ''Adventskalender'', is used to count the days of Advent in anticipation of Christmas. Since the date of the Advent Sunday, First Sunday of Advent varies, falling between November 27 and December 3 inclusi ...
-style website, "The Watcher's Nine Days of What If...?", which featured daily preview clips for each episode as well as a preview of the third season. At the
Consumer Electronics Show CES (; formerly an initialism for Consumer Electronics Show) is an annual trade show organized by the Consumer Technology Association (CTA). Held in January at the Las Vegas Convention Center in Winchester, Nevada, United States, the event typi ...
in January 2023,
Samsung Electronics Samsung Electronics Co., Ltd. (SEC; stylized as SΛMSUNG; ) is a South Korean multinational major appliance and consumer electronics corporation founded on 13 January 1969 and headquartered in Yeongtong District, Suwon, South Korea. It is curr ...
aired an advertisement at the
Sphere A sphere (from Ancient Greek, Greek , ) is a surface (mathematics), surface analogous to the circle, a curve. In solid geometry, a sphere is the Locus (mathematics), set of points that are all at the same distance from a given point in three ...
for its upcoming Galaxy Unpacked event featuring characters from ''What If...?'' second season.


Release

The second season premiered on
Disney+ The Walt Disney Company, commonly referred to as simply Disney, is an American multinational mass media and entertainment industry, entertainment conglomerate (company), conglomerate headquartered at the Walt Disney Studios (Burbank), Walt Di ...
on December 22, 2023, and released its nine episodes daily until December 30. It was the first Marvel Studios television project to release new episodes daily. It was originally announced to be releasing in early 2023, but by February 2023 it was reportedly unlikely to premiere that year as Disney and Marvel Studios were re-evaluating their content output. The late December 2023 release date was announced in September. A screening of the first and third episodes—"What If... Nebula Joined the Nova Corps?" and "What If... Happy Hogan Saved Christmas?"—and a Q&A with the creatives occurred at the Walt Disney Studios lot in
Burbank, California Burbank is a city in the southeastern end of the San Fernando Valley in Los Angeles County, California, United States. Located northwest of downtown Los Angeles, Burbank had a Census-estimated population of 102,755 as of 2023. The city was ...
on December 11, 2023. The season is part of Phase Five of the MCU.


Reception


Critical response

The second season has an 89% approval rating on
Rotten Tomatoes Rotten Tomatoes is an American review aggregator, review-aggregation website for film and television. The company was launched in August 1998 by three undergraduate students at the University of California, Berkeley: Senh Duong, Patrick Y. Lee ...
, based on 27 reviews, with an average rating of 7.7/10. The website's critics consensus states, "In its superlative sophomore season, ''What If...?'' reaffirms its status as one of the most consistently creative outposts in the sprawling MCU." At
Metacritic Metacritic is an American website that aggregates reviews of films, television shows, music albums, video games, and formerly books. For each product, the scores from each review are averaged (a weighted average). Metacritic was created ...
, which assigns a weighted average rating, the second season has received an average score of 79 out of 100, based on 7 critics, indicating "generally favorable".


Accolades

For the
51st Annie Awards The 51st Annual Annie Awards honoring excellence in the field of animation of 2023 was held on February 17, 2024, at the University of California, Los Angeles's Royce Hall in Los Angeles, California, in 37 categories. The nominees were announc ...
, "What If... Kahhori Reshaped the World?" was nominated for Outstanding Achievement for Animated Effects in an Animated Television/Broadcast Production, while "What If... Nebula Joined the Nova Corps?" was nominated for Outstanding Achievement for Production Design in an Animated Television / Broadcast Production. The episode "What If... Hela Found the Ten Rings?" was nominated for Children's Teleplay at the 2024
Humanitas Prize The Humanitas Prize is an American award for film and television writing, presented to writers whose work explores the human condition in a nuanced and meaningful manner. It began in 1974 with Father Ellwood "Bud" Kieser—also the founder of ...
.


Notes


References


External links

* {{Marvel Cinematic Universe, Studios 2023 American animated television seasons Marvel Cinematic Universe: Phase Five mass media