What If...? Episode 3 Explained

"What If...?" is all about reimagining the MCU as we know it. Episode 1 saw Peggy Carter become the world's first supersoldier instead of Steve Rogers, while Episode 2 saw T'Challa as Star-Lord instead of Peter Quill. However, for Episode 3, it's more than just a simple substitution. The story revolves around the Avengers and Nick Fury's quest to bring the group together. Simply put, the question we're meant to ask ourselves in this episode is, "What if the Avengers never happened?"

The episode primarily focuses on how the Avengers are picked off one by one — even the strongest and seemingly immortal ones get their tails handed to them in one shocking death after the next. First, Tony Stark is killed by Natasha Romanoff accidentally. Then, Clint Barton inadvertently takes out Thor, with the archer's death following in a prison cell shortly after. The Hulk is the next to meet his end in rather gruesome death, and sadly, we say goodbye to Natasha again as she's the last of the group to bite the bullet. For most of the episode, we wonder who is the person behind these attacks, and while they weren't hiding in plain sight, we should have picked up on the killer right away.

Natasha figures out the mysterious killer after logging into some SHIELD files at a public library. She realizes that Hope Van Dyne had also logged into the system, despite being dead for two years. After screaming to Nick Fury on the phone that it's "all about Hope," the SHIELD leader heads to the Wasp's gravesite, where he's met by her father, Hank Pym. Looking absolutely haggard, Hank is revealed as the killer of all five Avengers. We then get a small flashback of the murders where we see tiny little Hank in his Ant-Man outfit killing all of the would-be superheroes — so the fact that we couldn't see the killer the whole time should have been a dead giveaway.

It turns out Hank is exacting revenge on SHIELD for the death of his daughter, who, Fury explains, died outside of Ukraine during a mission for the agency. Hank blames SHIELD for her death and decides the appropriate revenge is killing five people, wanting Fury to see everything he's worked for regarding the Avengers die. Fury questions why Hank killed Thor because at the time of his death, the Asgardian was just finding Mjolnir on Earth, before SHIELD was ever able to recruit him. Hank reveals he knew Fury would have brought in "Goldilocks" — as he calls Thor — eventually to round out his team.

In a shocking twist no one could see coming, Fury takes down the man who killed five Avengers — with the help of Loki. The God of Mischeif has already come to Earth for vengeance after learning of Thor's death, but Fury convinces him to give him more time to find the murderer. With the help of magic, Fury has the upper hand over Hank, and the latter is eventually taken into custody.

Here is where we get to imagine what would happen in the MCU if Hank killed five of the six Avengers. After Fury tells Loki to go back where he came from, the trickster reveals he wants to extend his stay on Midgard with a mischievous grin. We then see Loki give a speech at the United Nations in New York City, where he appears to have become the new leader of Earth. Now it's time for a new group of heroes to assemble to take down Loki, who is living out the life he only could have dreamed of in another reality.

As you watch the episode and the poor Avengers get picked off one by one, you might wonder where Captain America was. Well, he was still doing time as a capsicle under the ice. Fury also puts a call out on his favorite pager while dusting the snow off of Cap's frozen shield. At the end of the episode, Captain Marvel pops in, ready for battle. So we now have a team of two Avengers who will take on Loki as he rules the world with a loyal army of Asgardians behind him.

In this reality, things are vastly different than the timeline we know from the Infinity Saga. Knocking out Natasha, Thor, the Hulk, Iron Man, and Hawkeye means only a few superpeople and worthy SHIELD agents are left. Based on this timeline and the story of Hope Van Dyne and Hank Pym, we can assume that Scott Lang is just a regular old criminal and not Ant-Man. The Winter Soldier is still out there somewhere, but he likely won't be recruited into a new Avenger team. Spider-Man in this universe isn't around yet, and the Guardians of the Galaxy have yet to be formed. T'Challa also hasn't taken on the mantle of Black Panther, which means it's slim pickings for Fury.

It looks like Loki might have a nice run as ruler of Midgard for quite some time, but Captain Marvel should be a worthy adversary of the trickster. Together with Steve Rogers, the pair might be able to take him down, but only if Fury can find them some strong sidekicks. This episode really has us wondering what it will take for the Watcher to get involved. If killing five Avengers doesn't encourage him to step in, what will?