What If…? Episode 1: MCU Easter Eggs, Marvel Comics Inspirations, and More

Want to dig a little deeper on Marvel's What If...? episode 1 featuring Captain Carter and an alternate MCU? Allow us to help...

Peggy Carter is Captain Carter in Marvel's What If...?
Photo: Marvel

This article contains Marvel’s What If…? Episode 1 spoilers.

Marvel’s What If…? episode 1 is here, and it’s a fascinating glimpse at a version of the MCU we never expected to see. “What If…Captain Carter Were the First Avenger?” is an action-packed riff on the events of Captain America: The First Avenger, showcasing a world where Peggy Carter, not Steve Rogers, was the recipient of the super soldier serum, and took on Nazi forces and the hordes of Hydra.

Want to delve deeper into this version of the MCU? Or just looking for Marvel references you might have missed? Well, we’ve got you covered…


While there have been a handful of What If issues that center around Captain America’s origin, they mostly deal with Erskine surviving to make more soldiers or complications involving Cap’s suspended animation. They never outright did an issue about someone else undergoing the super soldier experiment in Rogers’ place. 

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For those of you looking for some Captain America-specific issues of the comics version of What If to check out, allow us to recommend…

  • What If Captain America Had Not Vanished During World War II? (v.1 #5)
  • What If Captain America Were Revived Today? (v.1 #44)
  • What If Captain America Had Led an Army of Super Soldiers in World War II? (v.2 #28-29)
  • What If Captain America Was Revived in 1994? (v.2 #67-68)
  • What If… Starring Captain America: The Unknown Soldier (v.2 #103)
  • What If: Age of Ultron #4

That said, What If…? episode 1 episode seems to borrow a few elements from the 2007 miniseries Bullet Points by J. Michael Straczynski and Tommy Lee Edwards.

In this reality, on his way to the experiment, Erskine and a couple of soldiers are shot by a German spy (interestingly, one of the soldiers was Peter Parker’s Uncle Ben as a young man). Howard Stark goes to plan B, which is making an early Iron Man armor for Steve Rogers. Things spiral into characters taking up different mantles as Reed Richards becomes Director of SHIELD, Bruce Banner becomes Spider-Man, and Peter Parker (strongly affected due to the lack of Ben’s guidance) becomes the Hulk. Sadly, Rogers dies trying to subdue the Hulk, though Parker does eventually redeem himself in the end.


The idea of Peggy Carter as the World War II super soldier was introduced in 2016 as a special character in the mobile game Marvel Puzzle Quest. Rather than being just a super soldier, Carter took up the mantle of Captain America despite her nationality. The announcement trailer showed Steve Rogers’ tombstone, showing that he died in 1941. The same version of Carter would appear in Lego Marvel Super Heroes 2.

The third volume of the reality-hopping series Exiles by Saladin Ahmed and David Marquez depicted a world where Peggy Carter became Captain America, although it didn’t offer too much context beyond that. Apparently, Red Skull was responsible for Steve Rogers’ death. Carter, joined by her sidekick Becky, killed Red Skull to prevent him from dropping an atomic bomb, but the bomb ultimately went off later on, killing the hero.

Also, those Captain Carter fight sequences are *chef’s kiss* perfection. This is the kind of Captain America fighting style that has long been described in the comics, but would have been impossible to realize in live action.

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Uatu the Watcher was introduced way back in 1963 in Jack Kirby and Stan Lee’s Fantastic Four #13. The cosmic being appeared in hopes of preventing the Silver Surfer and Galactus from noticing and invading Earth. While Uatu would not physically interfere with their plot, he still aided the Fantastic Four with knowledge and advice.

Uatu comes from a race of beings who are tasked with watching civilizations throughout the cosmos. It is imperative that they not interfere (a rule put in place due to Uatu’s father inadvertently causing a world’s destruction) and only watch, but Uatu has a soft spot for humanity and will occasionally give them a heads up on major galactic threats.

Since What If’s inception in 1977, Uatu has been the comics’ regular host. His ability to see through various timelines and refrain from interfering makes him the perfect narrator.

The Watcher race has previously made an MCU appearance in Guardians of the Galaxy Vol. 2, listening to the ramblings of Stan Lee. This was meant to confirm the fan theory that Stan Lee’s cameos were all the same character and that he himself was a Watcher.


The tentacled creature Red Skull summons near episode’s end appears to be Shuma-Gorath, a chaotic, Lovecraftian entity introduced in Marvel Premiere #10 back in 1972. Shuma-Gorath is primarily a Doctor Strange foe and, if given the opportunity, a threat to reality itself.

Shuma-Gorath is mainly known for being part of Capcom’s Marvel Super Heroes video game and appearances in the different Marvel vs. Capcom sequels. While several game endings have Shuma-Gorath devouring the universe, he also shows up as a dinner guest in one of Dhalsim’s endings and at one point becomes so popular from defeating Galactus that he gets his own Japanese game show. Go figure.

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Almost every voice you hear in this is someone reprising their MCU live action roles. That is, of course, Hayley Atwell as Peggy Carter, joined by Sebastian Stan as Bucky Barnes, Dominic Cooper (giving a joyful performance) as Howard Stark, Stanley Tucci as Dr. Abraham Erskine, Toby Jones as Arnim Zola, Samuel L. Jackson as Nick Fury, Jeremy Renner as Clint Barton/Hawkeye, and Neal McDonough as Dum Dum Dugan. That’s Josh Keaton doing an excellent job of stepping in for Chris Evans as Steve Rogers, too.

You’ll also note Bradley Whitford reprising his role as the voice of Colonel John Flynn, the same guy who gave Peggy a hard time in the Marvel One-Shot: Agent Carter short film.


  • After rescuing Bucky and the rest, Captain Carter is shown leading them while bursting through a door and shooting at enemy soldiers. This replaces Steve Rogers’ version of the iconic shot from Captain America: The First Avenger.
  • When Peggy goes through the super soldier process, Howard Stark excitedly coos “I call this an absolute success!” That’s a similar sentiment to Bruce Banner/Professor Hulk exclaiming “I see this as an absolute win!”  with his time travel experiments. 

When we first see Peggy training/blowing off some steam after undergoing the process, it’s similar to the teaser for The Avengers with Steve wailing on a punching bag.

  • Unlike supersoldier serum-ified Steve Rogers in Captain America: The First Avenger, Captain Carter doesn’t have to endure any USO shows here.
  • There’s more than enough references to the promised “dance” between Peggy and Steve here. We don’t need to explain that.
  • One of the upshots of this timeline is that Bucky doesn’t become the Winter Soldier. Note how he jokes about how Peggy almost ripped his arm off.
  • Despite the Red Skull stuff happening during the point in the timeline that we know from Captain America: The First Avenger, that isn’t Hugo Weaving as the Skull, but Ross Marquand, reprising his role from Avengers: Infinity War and Avengers: Endgame.

Spot anything we missed? Let us know in the comments!