Marvel's What If: 6 Coolest Changes To The MCU In The Marvel Zombies Episode

SPOILER WARNING: The following article contains major spoilers for the latest episode of What If. If you have not yet seen the episode, read on at your own risk!

It was in September 2005 that zombies broke through in a big way in Marvel Comics. The issue Ultimate Fantastic Four #21 introduced the idea of a dimension parallel to the canon where heroes were transformed into mindless, cannibalistic monsters, and that in turn led to a whole outbreak of content – including multiple limited series and one-shots. Given the subject matters popularity, it’s naturally only felt like it was a matter of time before the idea eventually arrived in the larger canon of the Marvel Cinematic Universe, and now that’s exactly what has happened with the latest episode of What If.

We’ve known that a Marvel Zombies episode of the Disney+ original was coming, as moments from the story have been prominently featured in the marketing materials, but we didn’t know that it would be set during the events of Avengers: Infinity War or what other kinds of cascading deviations/alternative moments it would create. Now we do, as “What If… Zombies?!” is now available to stream, and I’ll start my recap with a look at the big change that sets the story in motion…

zombie Janet Van Dyne in What If

Janet Van Dyne Contracts A Quantum Realm Virus That Turns The World Into Zombies

Similar to how “What If... the World Lost Its Mightiest Heroes?” mixed together events from Iron Man 2, Thor, and The Incredible Hulk, “What If… Zombies?!” also does a bit of blending when it comes to Marvel movies as starting points. The episode begins with a parallel to Avengers: Infinity War, but technically the eponymous deviation from events as we know them occurs thanks to changes applied to a sequence in Ant-Man And The Wasp – namely when Hank Pym goes to the Quantum Realm to try and rescue his wife, Janet Van Dyne.

In the Peyton Reed-directed blockbuster, the hero known as Wasp is totally fine and happy to reunite with her husband, but in the alternate universe depicted in this What If episode she is not fine at all. Instead, we learn from The Watcher that she has been infected with a virus that has turned her into a ravenous member of the undead, and after she attacks Hank the two of them return to Earth with the intent to infect others.

The Avengers in What If

The Avengers Exacerbate The Zombie Outbreak

There are a number of zombie movies that wind up with happy endings, as military forces are able to quell the deadly hordes or cures are discovered – but those movies don’t typically include superheroes who become part of the opposing side. As hard as it can be to kill the flesh-eaters under normal circumstances, things become exceptionally harder when they are wearing Iron Man armor or still possess skills in the mystic arts.

Clearly the zombies in What If aren’t hyper-intelligent, but those who used to be members of the Avengers still very clearly know how to execute their particular skill sets and use them for their advantage in hunting down people to eat. Falcon can still fly, Hawkeye can still shoot, and Captain America remains as talented as ever with his shield. And speaking of the Star Spangled Man…

Bucky Barnes in What If

Winter Soldier Has To Kill Captain America

Those of you who have been reading these What If recap features week-to-week know that I’ve done a bit of stretching when it comes to the definition of “cool changes” to the MCU, and this is a perfect example. If they were actual people, the idea of The Winter Soldier being forced to kill Captain America is definitely not something that I would categorize as being all that awesome – but what I would argue is cool is that the new Disney+ series has the fortitude to depict it.

Bucky Barnes is forced to confront his undead best friend when the makeshift Avengers team tries to take a train to Camp Lehigh in New Jersey and discover more than a little conflict along the way. He’s mostly emotionally unaffected when Okoye kills Falcon right in front of him (remember that the events take place at the time of Avengers: Infinity War a.k.a. before the bonding experience of The Falcon And The Winter Soldier), but things are a bit tougher when his relationship with Steve Rogers reaches the end of the line.

Spider-Man and the Wasp in What If

The Cloak Of Levitation Becomes A Hero In Its Own Right

As depicted in the various adventures of Doctor Strange, the Cloak Of Levitation is a magical relic that has a literal mind of its own. This means that it is not only able to function independently, but also that it alone decides who will wear and use it. This makes its relationship with Marvel’s Master of the Mystic Arts quite special, but in the latest episode of What If we seem to witness a divorce of sorts. It turns out that the Cloak isn’t into working with a master who eats his former friends, so it instead becomes a hero in its own right, collaborating with the band of superpowered survivors.

The Cloak Of Levitation is actually the first hero on the scene when Bruce Banner is attacked, successfully getting Wong to chop his own head off with a closing portal, but it is featured as a key figure throughout the episode – most notably by saving Spider-Man from both being crushed by a train and eaten by zombies. It obviously has the advantage of not having the ability to get infected by viruses, but I still think it's fair to say that by the end of the story it deserves to be called an Avenger in its own right.

Scott Lang head in a jar in What If

Scott Lang Gets Resurrected As A Head In A Jar

By the end of “What If… Zombies?!” it is revealed that Vision has taken a turn towards the dark side, as he has sacrificed his ethics in the name of trying to get food for a zombified Wanda Maximoff a.k.a. Scarlet Witch, but at the very least he does accomplish an important act of good: he discovers a cure for the Quantum Realm virus. We don’t actually know what he’s done (or what he had to do in order to complete his work), but the results speak for themselves, as the synthezoid reveals that he has managed to successfully keep Scott Lang’s head alive in a jar.

Even without a body Scott is as peppy as ever – regularly slinging out dad jokes to keep the mood in the room elevated. He’s surely using humor as a defense mechanism and a means of not grappling with his new existence as a disembodied head… but hopefully he’ll get some time in Wakanda to come to terms with the reality.

Zombie Thanos in What If

Thanos Gets Zombified

I mentioned at the start of this feature that “What If… Zombies?!” takes place during the events of Avengers: Infinity War – but that’s actually a fact that the episode puts on ice for most of its duration. The story begins with Bruce Banner crashing to Earth after his confrontation with Thanos, and both Ebony Maw and Cull Obsidian wind up following him, but the intergalactic threat posed by the Mad Titan is definitely put on the backburner while Banner deals with all of his friends being members of the living dead. That is, at least, until the episode’s final seconds.

While the surviving members of the Avengers make their way to Wakanda, it’s shown that Thanos has successfully made his way to Earth after collecting the first five Infinity Stones – though he too has become a zombie. Whether he was turned by a member of the Black Order or by some other means is incidental, but what is suggested is that he is as deadly as ever. It makes you wonder: if Zombie Thanos were to get the Mind Stone and complete the Infinity Gauntlet, would he still eliminate half the population? Or would his motivations change, and he would turn everyone into either zombies or easy-to-trap food? Without any promise of a follow-up, we’ll just have to use our imaginations to answer those questions.

With “What If… Zombies?!” now available, we are officially more than halfway through Season 1 of What If – and there is plenty more exciting stuff still to come. The sixth episode, the plot of which remains a mystery to us for now, will be available on Disney+ next Wednesday, September 5 at midnight PST/3:00am EST, and I’ll be back with another recap here on CinemaBlend after it unfolds!

Eric Eisenberg
Assistant Managing Editor

Eric Eisenberg is the Assistant Managing Editor at CinemaBlend. After graduating Boston University and earning a bachelor’s degree in journalism, he took a part-time job as a staff writer for CinemaBlend, and after six months was offered the opportunity to move to Los Angeles and take on a newly created West Coast Editor position. Over a decade later, he's continuing to advance his interests and expertise. In addition to conducting filmmaker interviews and contributing to the news and feature content of the site, Eric also oversees the Movie Reviews section, writes the the weekend box office report (published Sundays), and is the site's resident Stephen King expert. He has two King-related columns.