What If…? Episode 3 Review: The Avengers Initiative Is DOA

Nick Fury is at the center of a whodunnit in Marvel's What If...? episode 3.

Nick Fury And Hawkeye In Marvel's What If...? Episode 3
Marvel Studios

This review contains spoilers for What If…? episode 3.

Episode 3 of Marvel Studios’ What If…? animated series is an enjoyably ridiculous, twisty whodunnit revolving around SHIELD boss Nick Fury as he tries to work out who exactly is taking out his Avengers Initiative candidates before they’ve had a chance to join the team.

At first, the episode seems to be pondering what would have happened if most of the OG Avengers (minus Captain America) were murdered pre-Battle of New York, but we later find out that the actual “what if?” here is “what would have happened if Hope van Dyne had joined SHIELD and died in the line of duty?”

If you’re a regular Den of Geek reader, you’ll probably know by now that our What If…? reviews are adopting a different format. More of a breakdown that we hope will satisfy die-hard Marvel fans but also help younger viewers and those less familiar with the MCU keep up.

Ad – content continues below

With that in mind, let’s dig into ‘What If…? The World Lost Its Mightiest Heroes?’…

Required viewing

You’ll likely need to have seen pretty much all of the Phase 1 Marvel Cinematic Universe to fully understand this episode. And Ant-Man. Oh, and Captain America: The Winter Soldier, but I’ll get to that.

Voice cast

Jeffrey Wright is of course Uatu The Watcher. Returning to reprise their MCU characters are Samuel L. Jackson as Nick Fury, Jeremy Renner as Hawkeye, Michael Douglas as Hank Pym, Tom Hiddleston as Loki, Clark Gregg as Agent Coulson, Frank Grillo as Crossbones, Mark Ruffalo as Bruce Banner and Jaimie Alexander as Lady Sif.

Stepping in for Scarlett Johansson is Lake Bell, who voices Poison Ivy in the spectacular DC animated series, Harley Quinn. Replacing Robert Downey Jr. as Tony Stark is Mike Wingert, and it’s not the first time – he played Iron Man in Avengers Assemble, Spider-Man, Guardians of the Galaxy and Marvel Future Avengers. Stephanie Panisello (Resident Evil: Infinite Darkness) is Betty Ross, and General Ross is Mike McGill and not William Hurt.

What’s different?

Circa Iron Man 2, Nick Fury and Natasha Romanoff begin their attempts to bring Tony Stark into the SHIELD fold, but instead of helping him fight the poisoning symptoms of the palladium core in his arc reactor, they appear to accidentally kill him with the same injection. Natasha is arrested by Brock Rumlow and his henchmen, but easily escapes.

Out in the desert, Agent Coulson finds Mjolnir, but as Hawkeye trains his bow on an approaching Thor his finger “slips” and he kills the God of Thunder dead with a single arrow. Hawkeye dies soon after.

Ad – content continues below

Meanwhile, Natasha tracks Betty Ross for help with Tony’s suspicious death. Betty examines the antidote and the syringe, but Bruce Banner is hiding in her lab and Natasha uncovers him. Bruce Hulks out …and suddenly explodes in the midst of a General Ross-led ambush.

Thor’s death has attracted Loki and an Asgardian army, who threaten to invade Earth. Fury strikes a bargain with Loki, hoping to uncover the person responsible for all the murders before Loki proceeds with his evil plans.

In partnership with Loki and with a crucial tip from a dying Natasha, Fury goes to the grave of Hope van Dyne aka Wasp, who became a SHIELD agent in this timeline and died. We can conclude that it was Hope who went to Odessa here instead of Natasha on a deadly mission that she described in Captain America: The Winter Soldier. Natasha had been tasked with escorting a nuclear engineer out of Iran during the mission, but when she got to Odessa she was attacked by Bucky Barnes, and he shot her through the stomach and killed the engineer she was with.

Fury (and Loki disguised as Fury) confront the murderer at Hope’s grave – it’s Hank Pym! He’s become consumed by vengeance after losing both Hope and Janet on SHIELD missions. Hank’s not in his Ant-Man suit here, but has gone Full. Yellow. Jacket; he murdered the would-be Avengers after going mad with grief.

How does it work out?

Mmm, not great! This is more of a classic What If…? tale because it utilizes a very silly twist to showcase just how bad everything could have been given the right alteration. Loki betrays Fury and still invades Earth, playing out his “glorious purpose”, and Fury slams his Captain Marvel beeper in a last ditch attempt to turn the situation around. The episode concludes as he and Carol Danvers explore the area where Steve Rogers has been buried in the ice for decades.

Standout moments

There were loads of great little moments in this episode. The sudden deaths of the Avengers were all equally shocking, but Natasha’s death hit the hardest emotionally. Probably because she was present throughout most of the episode as Fury’s most trusted Agent of SHIELD, but also because she’s dead in the Sacred Timeline and this wasn’t on her own terms. Natasha went out fighting of course, but it feels like we’ve lost her three times now thanks to her recent swan song in Black Widow.

Ad – content continues below

Coulson’s dialogue in the episode was terrific! Clark Gregg always nails the delivery, so it’s hard to pick between his description of Thor – “sir, he’s gorgeous” – and his password confession – “Hashtag-Steve-Steve-Steve-i-Heart-Steve-0704”. In any given timeline, Coulson will completely geek out for the Avengers. Some things never change.

I also loved the reveal of Hank as Yellowjacket. I know some viewers are going to find the possibility of Hank murdering all those people unbelievable but, hey, “unbelievable” is often the name of the game with What If…?, and Hank was always a belligerent hardass. Hope seemed to be the only thing left in the world he was truly invested in after resigning from SHIELD, so it’s fairly easy to believe that his beef with the organization would have escalated in the wake of Hope’s death.

I’m on vacation next week, but I’ll see you back here for another episode soon! Take care.

Marvel’s What If…? is now streaming weekly on Disney+.


4 out of 5