What If…?, Marvel Animation’s first MCU-set adventure, is set to return for its third and final season just in time for folks to be home a bit more for the holidays. As was the case with Season 2, one new episode of What If…? will arrive daily from December 22nd through December 29th.
Season 2 was a marked improvement over Season 1 in part because it expanded beyond the slightly altered retelling of familiar origin stories to take advantage of the true nature of the What If…? premise. Season 3 looks to be headed in that direction as well and will also greatly increase the size of the roster of characters. That said, you’ll likely want to refeesh your memory about some of the stories and characters set to make a splash in the new season. So if you’re looking for something to watch while you wrap your presents and guzzle your egg nog, we present The Ultimate List of What to Watch Before Season 3 of What If…?.
How It Started…

It’s been quite some time since Season 1 of Loki and most of Marvel Studios’ Multiverse Saga plans have been altered since then; however, without Sylvie knifing He Who Remains, there’s no Multiverse at all. That action went down in Season 1, Episode 6, “For All Time Always”, which is one of the best episodes of TV Marvel Studios has put together.
How It Went…

Even though Marvel Animation is adding characters such as Agatha Harkness, Shang-Chi and Moon Knight to the mix in Season 3 you’ll likely want to refresh yourself on some of the series’ central characters. While What If…? is ostensibly Uatu’s show, Captain Carter takes the lead in many episodes across both seasons and will be back for more. Additionally, the MCU original character Kahhori, who debuted in Season 2, is confirmed to return in the new season.
What If…?, Season 1:
Episode 1, What If… Captain Carter Were the First Avenger?
Episode 9, What If…The Watcher Broke His Oath?
What If…?, Season 2:
Episode 5, What If…Captain Carter Fought the HYDRA Stomper?
Episode 6, What If…Kahhori Reshaped the World?
Episode 8, What If…The Avengers Assembled in 1602?
Episode 9, What If…Strange Supreme Intervened?
Where It’s Going Next
Not to beat a dead horse here but…the voice cast for Season 3 is MASSIVE. An unbelievable amount of stars are back to lend their voices to the characters they’ve played in Marvel Studios live-action projects. The list of first timers includes Kathryn Hahn, Oscar Isaac, Hailee Steinfeld, Simu Liu, Dominique Thorne, Kumail Nanjiani and more.
The trick here is that the appearances of each of these characters does not necessarily indicate an alteration of any individual story one of the may have had. For example, Kate Bishop’s appearance in a Western-set episode may not be a result of some small changes to her origin story which means watching Hawkeye may not provide any additional context for her actions in What If…? That’s certainly a change from Seasons 1 and 2 which included quite a few episodes that were just alt takes on familiar stories. All that said, here’s a list of projects that include characters that will appear in Season 3.

Thor: Ragnarok (2017)
Ant-Man and The Wasp (2018)
Spider-Man: Far From Home (2019)
WandaVision (2021)
The Falcon and The Winter Soldier (2021)

Black Widow (2021)
Eternals (2021)
Hawkeye (2021)
Shang-Chi and the Legend of the Ten Rings (2021)
Moon Knight (2022)

Black Panther: Wakanda Forever (2022)
Secret Invasion (2023)
The Marvels (2023)

X-Men ’97 (2024)
Agatha All Along (2024)
The third and final season of Marvel Animation’s What If…? will debut new episodes daily for eight days beginning on December 22nd.
About What If…?, Season 3

Marvel’s animated series What If…? returns in Season 3 for its culminating adventure through the multiverse. Watch as classic characters make unexpected choices that will mutate their worlds into spectacular alternate versions of the MCU. The Watcher (voice of Jeffrey Wright) will guide viewers as the series traverses new genres, bigger spectacles, and incredible new characters.
The series features an incredible voice cast that includes a host of stars who reprise their iconic roles. Season 3 features fan-favorite characters like Captain America/Sam Wilson, The Winter Soldier/Bucky Barnes, Hulk/Bruce Banner, The Red Guardian, Captain Peggy Carter, Agatha Harkness, Shang-Chi, Storm the Goddess of Thunder, and numerous others.
Episodes are directed by Bryan Andrews and Stephan Franck and are written by Matthew Chauncey, Ryan Little, and A.C. Bradley. Executive producers are Brad Winderbaum, Kevin Feige, Louis D’Esposito, Dana Vasquez-Eberhardt, and Bryan Andrews, with co-executive producer Matthew Chauncey, and producers Danielle Costa, Carrie Wassenaar, and Alex Scharf.

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