Marvel Studios Animation's beloved show What If...? Season 3 finally ended in December 2024 with a bittersweet conclusion. The animated series hit Disney+ in 2021 and introduced fans to alternate realities and scenarios reimagining pivotal moments in MCU history.
While the series features fan-favorite characters like Peggy Carter, Sam Wilson, T'Challa, and more, it's incomplete without The Watcher—a cosmic being who observes but never interferes in the events. Interestingly, What If...? Season 3 unveiled Watcher's backstory.
It's revealed that he was Uatu, a disciple preparing to take a monumental oath, and was guided by his mentor the Eminence. He sacrificed his name and identity and pledged to observe the multiverse without interfering. This led to his transformation into one of the key figures of the show— The Watcher.
What If...? Season 3 also followed the Marvel Comics series of the same name, but one of the episodes seems to have drawn inspiration from the TV show Agents of S.H.I.E.L.D. While Marvel Studios didn't recognize it as official MCU canon, one of the storylines in the animated show strikes notable similarities with the TV show's Season 5 episode.
Continue reading to explore the episode and whether Marvel Studios utilized the narrative from Agents of S.H.I.E.L.D.
Does What If...? Season 3 have the destroyed Earth storyline similar to Agents of S.H.I.E.L.D.?
After three seasons of alternate realities, unexpected consequences, and thought-provoking "what ifs", the fan-adored animated show What If...? concluded its run in 2024. While the finale made headlines for its heartbreaking yet satisfying ending, some might feel that Episode 5 bears similarities to the storyline of Agents of S.H.I.E.L.D. Season 5 episode.
Agents of S.H.I.E.L.D. The season 4 finale featured Phil Coulson on a space station, which ignited curiosity among fans. The mystery was solved in the Season 5 premiere, which explained that the team went into a dystopian future where Earth had been shattered into pieces.
The storyline focused on the destroyed Earth, and what's left for humanity. While the planet became barely livable, some managed to survive. The episode also featured action taking place on space stations, making it a memorable storyline.
Similarly, What If...? Season 3 Episode 5 "What If... the Emergence Destroyed the Earth?" was about a shattered Earth narrative. However, the storyline isn't entirely similar to the animated show as it focuses on fragments of the planet unlike what happened in space and Kree territories seen in Agents of S.H.I.E.L.D. Season 5.
Additionally, What If...? Season 3 episode isn't the only one that features different ideas about how Earth could be destroyed. Fans can dive into this scenario through other episodes like Agatha Harkness's Celestial version and Celestial Tiamut emerging from Earth.
What happened in What If...? Season 3 Episode 5?
What If...? Season 3 Episode 5 dives into a dystopian version of the future where Earth has been shattered after the failed Emergence event. This links to the Eternals movie, in which they were supposed to prevent a catastrophic event but ultimately led to the birth of a Celestial.
The survivors are seen living inside the broken Earth, ruled by Mysterio who created an Iron Federation of Ultron-like robots to enforce his rule. The episode also introduces Riri Williams, a character who debuted in Black Panther: Wakanda Forever and will also be seen as the lead in Marvel's upcoming Irohheart series.
Later in the What If...? Season 3 episode, Riri is almost tricked by Mysterio but luckily manages to escape and is rescued by a group of survivors. Together, they form a Resistance, knowing that Riri's incredible skills in making weapons can destroy one of Mystterio's key robots: White Vision.
She finally makes the weapon but before Riri can initiate her plan, they're attacked by White Vision. During a fierce battle, Riri destroyed the robot, but couldn't save most of the members of the Resistance.
Riri, along with the remaining survivors sneak into Mysterio's base only to discover a startling truth. The entire mission to save Earth was just an illusion created by Mysterio, and Riri is the only one alive in What If...? Season 3 Episode 5.
Now that Mysterio is slowly dying, he forces Riri to save him by transforming him into a synthezoid using White Vision's parts. Since Riri is dying, The Watcher breaks his pledge for the first time and interferes with the event to save Riri.
He encourages Riri to continue her fight, which ultimately helps her defeat Mysterio. However, The Watcher's decision to break his oath results in The Eminence being highly disappointed in him and now he faces his greatest trial yet.
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