What If…? Episode 3 recap: S.H.I.E.L.D.’s darkest hour

(L-R): Hogun, Lady Sif and Loki in Marvel Studios' WHAT IF...? exclusively on Disney+. © Marvel Studios 2021. All Rights Reserved.
(L-R): Hogun, Lady Sif and Loki in Marvel Studios' WHAT IF...? exclusively on Disney+. © Marvel Studios 2021. All Rights Reserved. /

In What If Episode 3, Nick Fury begins his recruitment drive for the Avengers Initiative. But in some universes, the Avengers weren’t meant to be.

The Disney Plus show follows up the hilarious second episode with an extremely dark tale. In “What If… the World Lost Its Mightiest Heroes?,” the Watcher shows viewers an Earth where the events of Iron Man 2, Thor, and The Incredible Hulk turned out very differently.

While in the MCU, Nick Fury had little trouble gathering his first six Avengers to save the planet, in this world, things were quite the opposite.

So, what happens when the Earth’s mightiest heroes fall before they can rise? Nothing good.

What If Episode 3 – This wasn’t the idea

In Iron Man 2, Tony Stark and Natasha Romanoff successfully convince Tony Stark of the merits of the Avengers Initiative. They also inject Tony with a substance that helps battle some of the negative effects of his arc reactor.

In What If Episode 3, things don’t go as planned. Fury and Black Widow (Lake Bell) inject Stark (Mick Wingert), but he promptly dies. Widow ends up being taken into S.H.I.E.L.D. custody by Brock Rumlow (Frank Grillo), ready to face Alexander Pierce.

Though it isn’t mentioned here, we know from Captain America: The Winter Soldier that Pierce is the head of the secret Hydra cell within S.H.I.E.L.D. and Rumlow is also Hydra. This won’t end well for the Widow.

But that’s not going to be a problem right now. If there is anyone Fury trusts, it’s Widow. He knows she didn’t kill Stark. To find out who did, Fury’s going to need Widow on the outside. He gives Widow the vial they used to inject Stark so she can find information on it.

Handcuffed in a truck full of S.H.I.E.L.D. (possibly Hydra) agents, Widow makes short work of her captors, much to Rumlow’s chagrin.

While Widow’s on the hunt for Stark’s killer, Fury has more work to care of. Coulson (Clark Gregg) has found Thor’s hammer. Fury knows a weapon like this will get noticed. A sudden thunderstorm signals that something is afoot. He sends Clint Barton/ Hawkeye to his perch to keep watch.

When Thor approaches Mjolnir, Hawkeye asks for directions from Fury. Should he shoot the ‘gorgeous, long-haired man’ (Coulson and Hawkeye’s description, not mine!)?

As in Thor, Hawkeye is armed and ready. But unlike in Thor, this time he shoots. Thor, unable to wield Mjolnir, dies like any other mortal.

When Hawkeye is dragged into custody, he swears up and down that he didn’t shoot. It’s just not the kind of mistake he makes. Hawkeye is so beaten up about it that Fury goes to speak to him. Only to find Barton dead of an unknown cause.

Three murders inside a week? And to make matters worse, Loki (Tom Hiddleston) arrives with an army of Asgardians to avenge his dead brother. Fury promises that he’s on the same trail, and Loki guarantees he won’t invade Earth as long as Fury finds Thor’s killer in 24 hours.

What If Episode 3 – The last Avenger standing

Not so far away, Widow finds someone who can help her in What If Episode 3. Betty Ross (Stephanie Panisello) is keeping a low profile, but Widow still finds her on her campus.

Though initially reluctant, Betty agrees to examine the vial. Widow may be dangerous, but she’s sincere. She’s on the run, and she needs help to solve a murder. That’s incentive enough for Betty.

What Betty finds is interesting—the contents of the vial didn’t kill Stark. Something burst through the injection and killed him—a bullet of some kind.

That would have been it for Widow and Betty’s run-in, but Widow gets news about Barton, and she’s immediately out for vengeance. Fury needs Widow to locate another future recruit of the Avengers Initiative—Bruce Banner/ Hulk—and fortunately for Widow, she’s exactly where Banner is.

Betty and Bruce don’t do a good job of hiding. Also, the Black Widow is terrifying, so Bruce (Mark Ruffalo) just comes out of his hiding place. Good call.

Then things go sideways. Widow tries to take Bruce back to Fury, but Betty’s father, General Ross (Mike McGill), gets there first. He’s been gunning for Bruce for years, but Ross swears it wasn’t him or his men when Bruce gets shot.

But tell that to the Hulk. In pain and scared, Bruce begins to transform into the Hulk and wreak havoc. All in line with the events of The Incredible Hulk. Except the Hulk suddenly starts inflating and blows up. Widow is now the last Avenger standing.

Widow manages to coax Coulson into sharing his S.H.I.E.L.D. password with her so she can access confidential files. Unsurprisingly, Coulson’s password is Steve Rogers related, who has seemingly not been dug out of the ice in this dimension.

But the moment Widow finds some clues, and she is attacked by a hidden assailant. She manages to leave a cryptic message for Fury—“it’s all about Hope.”

What If Episode 3 – Retribution

With all his potential Avengers dead, Fury sees little hope for Earth in What If Episode 3. He’s no closer to finding the Avengers’ killer, which means Loki will be here in a few hours, ready to burn the world to ash.

Fury keeps replaying Widow’s last message but that’s a fruitless exercise. Coulson insists that Fury can take up this fight, be an Avenger himself. Which is nice, but Fury knows his limits.

That’s when Fury realises what Black Widow’s message really meant. A plan begins to form, but one where he’s going to need some help. He makes a pitstop to see Loki via the Destroyer, but then it’s onward to a graveyard.

On a grave like any other is engraved the name Hope Van Dyne, Agent of S.H.I.E.L.D. In this world, Hope was inspired by her mother’s loss to follow in Janet’s footsteps. She joined S.H.I.E.L.D. and become a great agent. She also died on a mission, like her mother.

Hope’s father, Hank Pym (Michael Douglas), couldn’t bear the loss of his wife and child. Since Hope died, he’s been plotting his revenge against S.H.I.E.L.D. and Nick Fury. And he decided to hit Fury where it hurts—the Avengers Initiative.

It was Pym who murdered all the Avengers, thanks to his handy Yellowjacket suit. No wonder nobody saw him coming. He was too tiny. Fury’s not going to make that mistake.

Despite Pym’s abilities, Fury is surprisingly adept at fighting him. Fury even manages to take Pym down when he’s tiny. Pym is shocked at how spry Fury is for someone who doesn’t get out in the field much.

But the truth soon becomes clear. This isn’t Fury at all. It’s Loki and his illusions. Loki and Fury defeat Pym, who is taken away. As he leaves, Pym asks Fury to honour his daughter’s memory somehow.

This little stunt may have cost the Earth a great deal, though. Loki addresses the UN and announces that the leaders of the Earth have bequeathed the planet to him. Loki is the ruler of this world, just as he is of Asgard. Oh, dear.

Meanwhile, Fury and Coulson bid farewell to the dead Avengers. Fury knows there are more heroes in the world. His trusty pager is a testament to that. As is the shining hero standing behind him. Captain Marvel (Alexandra Daniels) is ready to defend this beleaguered Earth.

Final Thoughts: What If Episode 3 is surprisingly dark and incredibly gripping

Wow, What If Episode 3 did not go the way I expected it to! And I am surprised at what an emotional gut-punch it was to watch the OG Avengers die such awful deaths. Marvel and Disney really know how to pull at the heartstrings.

I’m sure there’s a reason for the order of these episodes, but I would have preferred if this story had come partway through the season. After last week’s joyful reunion with T’Challa and the Guardians of the Galaxy, this was a really dark watch.

Having said that, I absolutely love that I can’t guess where these stories are going. The MCU is massive and What If… has such a lot of toys to play with. They’re doing a great job. I can’t wait to see what surprises await me next week.

dark. Next. All MCU shows coming to Disney Plus

What did you think of What If Episode 3? Let us know your thoughts in the comments below.

What If…? is streaming on Disney Plus.