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

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

Last week’s What If came to an end with a major cliffhanger. While the majority of the episode was similar to previous installments in the respect that it took place in its own layer of the multiverse, the final seconds included a special cameo that literally came out of nowhere, and it successfully reshaped our concept of the show. Now, one week later, the context of that surprise has been delivered, and it has set up a big finale for the animated Marvel Disney+ show.

The latest episode of What If begins as a kind of riff on Avengers: Age Of Ultron specifically, but it winds up not only having serious consequences for the universe in which the story begins, but also the fate of the whole multiverse. Naturally, it features a number of interesting and cool deviations from the main Marvel Cinematic Universe as we know it – so let’s start this recap by analyzing the change that winds up serving as a catalyst for the rest…

What If Ultron Successfully Eradicates The Majority Of Humanity

Ultron Successfully Eradicates The Majority Of Humanity

While previous episodes of What If have dug into specific details of the Marvel Cinematic Universe – such as Doctor Strange losing Christine Palmer instead of his hands, or Erik Killmonger saving Tony Stark – this week’s is more about a big broad stroke. Rather than being about any specific moment in Avengers: Age Of Ultron turning the tide for the titular villain, the chapter bluntly supposes just what would have happened had the evil A.I. won.

The episode doesn’t get into the weeds with it, but the biggest factor in executing the change is that Ultron is able to successfully transfer his consciousness into the body of the synthezoid we know as Vision. Doing this renders him unstoppable, even against the might of the Avengers, and he is able to successfully decimate life on Earth by launching missiles all around the globe (why Jarvis couldn’t stop this isn’t made clear). It’s not quite as creative as using the country of Sokovia as an atmosphere-changing asteroid, but it’s certainly efficient for his purposes.

What If Ultron kills Thanos

Ultron Kills Thanos And Moves On To Make “Peace” In The Universe

Clearly it’s significant that Ultron is able destroy nearly all of humanity, but in the grander scheme of things, it’s small potatoes. It doesn’t do much of anything to impact the quest of Thanos, for instance, who is able to travel around the galaxy practically unheeded collecting Infinity Stones. Of course, things then do take a turn when the Mad Titan sets his sights on Earth to collect the Mind Stone, as he proves to be really being no match for Ultron.

After arriving via portal, Thanos only gets about a second to look around at Earth before he is straight-up cut in half by Ultron – and then the peace-seeking A.I. winds up stealing the five collected Infinity Stones. After a special Infinity Gauntlet armor is constructed, the cybernetic consciousness then goes about creating “peace” all around the existing universe, which is a process that involves destroying places like Asgard, The Sovereign, Sakaar, Ego, and Xandar.

What If Black Widow and Hawkeye

Black Widow And Hawkeye Fight Back As The Last Avengers Alive

When The Avengers was first released in 2012, Black Widow and Hawkeye were both the target of many jokes, as audiences made cracks about them not having skills and powers anywhere near the levels of those possessed by their teammates. Still, however, they have been able to hold their own very well over the years as members of Earth’s Mightiest Heroes, and the latest What If gives them some serious credit by setting them up as lone survivors in the wake of Ultron’s victory.

Again, there are some details left out of the storytelling (such as how the two human characters can walk around in the nuclear wasteland that the planet should have become), but what is made clear is that both Black Widow and Hawkeye have the resources to survive. They put on quite a show facing off against Ultron’s hive army, and demonstrate some smart thinking when Arnim Zola is rebooted as a potential solution to their exceptionally dangerous problem.

What If Hawkeye sacrifices self

Hawkeye Sacrifices Himself For Black Widow

One of the most dramatic moments in Avengers: Endgame is when Hawkeye and Black Widow are both on Morag, and they realize that one of them has to die in order to retrieve the Soul Stone. The two heroes tussle for the opportunity, arguing about the red in their ledgers, but ultimately it’s Natasha Romanoff who sacrifices herself by going over the cliffside. In the latest What If, there is a special moment that echoes this event, though things notably play out very differently, as it is Clint Barton who winds up being killed to save his friend’s life.

When Black Widow and Hawkeye are trying to escape the Russian Hydra facility with Arnim Zola so that they can take one last stab at destroying Ultron, there is a very brief moment when it is understood between the heroes that they aren’t going to both make it out alive. Rather than have his best friend risk her life to save his, Hawkeye releases a helping hand that Natasha offers while he is hanging off of a platform, and he executes an attack that lets Black Widow and Zola escape. Exactly how much good it will wind up doing them is unclear, mostly because of how powerful Ultron has become…

What If The Watcher and Ultron

Ultron Becomes Aware Of The Watcher And The Multiverse

If one has to toss Ultron a complement, I suppose it would be that he is not one to become complacent. After he conquers Earth, he realizes that there are many more worlds, and he sets about conquering/destroying them as well. And once that job is complete, he still isn’t done. Becoming the most powerful being in the universe winds up giving him the awareness of the infinitudes of the multiverse, and it directly leads to a showdown with The Watcher.

The majority of What If has seen The Watcher operate as an objective figure who merely observes and doesn’t interact – but that position was taken away from them by Ultron in the latest episode. In “What If… Ultron Won?” the character gets into an intense, blast-filled battle for the fate of reality, and what’s perhaps most stunning about the way things turn out is that The Watcher loses and is forced to go into hiding.

What If The Watcher and Doctor Strange

The Watcher Is Teaming With Dark Doctor Strange

So where does a being of the multiverse go when they are being pursued by another being who wants to destroy them? The answer turns out to be a dead universe, as The Watcher takes a trip to visit the Doctor Strange who destroyed his own reality (See: “What If… Doctor Strange Lost His Heart Instead Of His Hands”)

Precisely what their next move will be is unclear, but one thing that is established is a recognition that the stakes have changed. With the threat that is Ultron in existence, The Watcher can no longer afford to only be a passive observer, and the episode ends with them making the decision to act – with help from the Sorcerer Supreme, of course. What will they do? We’ll just have to wait seven days to find out.

Next week is the finale for What If, and it could wind up having some very tangible effects on the Marvel Cinematic Universe as we know it. We couldn’t be more excited to see how the series wraps up, and we’ll be back here on CinemaBlend recapping the episode when it goes live on Disney+ on Wednesday, October 6 at midnight PST/3am EST.

Eric Eisenberg
Assistant Managing Editor

NJ native who calls LA home and lives in a Dreamatorium. A decade-plus CinemaBlend veteran who is endlessly enthusiastic about the career he’s dreamt of since seventh grade.