What If...? Season 3 Episode 5 recap: A new resistance and an apocalypse on the rise 

Marvel’s What If...? Season 3 has had its ups and downs. While some episodes offered exciting adventures like Bucky Barnes teaming up with The Red Guardian, others explored bizarre and experimental storylines. However, Episode 5 might just be the turning point that fans needed, delivering a thrilling story with deep consequences and high stakes. Let’s break down what happened in this gripping episode.

The episode kicks off with a catastrophic event fans already know from the Marvel Cinematic Universe: The Emergence. However, this time, the Eternals fail to stop it. The Earth is torn apart as a Celestial emerges from its core, leaving the planet shattered into fragments floating in space. Most of humanity perishes, but a few survivors cling to life, only to face an even more terrible fate.

Disclaimer: This article contains spoilers. Readers’ discretion is advised.

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The rise of the Iron Federation

With Tony Stark gone, a former CEO of Stark Industries, Quentin Beck—better known as Mysterio, takes control. Using advanced technology, Beck creates an army of Ultron-like robots called the Iron Federation to enforce his rule.

To make matters worse, he builds a powerful ally: The White Vision, a heartless synthezoid powered by Vibranium, who carries out Mysterio’s commands without question.

The story shifts focus to Riri Williams, aka Ironheart. She is introduced during a tense meeting with Sharon Carter to trade money for a simple analog Kiddy Cake Cooker. But things go south quickly, it’s a trap. Robots from the Iron Federation ambush Riri, and soon after, The White Vision arrives to eliminate her. Just when all seems lost, members of a hidden Resistance come to her rescue.

The Resistance consists of Admiral Ying Nan, Wong, Valkyrie, and Okoye. They save Riri and reveal they have been monitoring her activities. They know she is planning to use the Kiddy Cake Cooker’s parts to create a weapon capable of damaging Vibranium. Though initially distrustful, Riri agrees to join them and is taken to their last operational base, a repurposed Titanic ship.

At the Titanic, Riri works tirelessly in a lab to create her weapon. She estimates she will need 12 hours to finish it. However, Mysterio learns about the Resistance’s location and sends The White Vision to attack.

The team fights valiantly to buy Riri time, but the 12 hours shrink to a mere seven minutes. In a climactic showdown, Riri completes the weapon just in time and successfully destroys The White Vision.

Although The White Vision is defeated, the battle comes at a heavy cost. Most members of the Resistance, except Riri and a few key allies, lose their lives. With their base compromised, the remaining heroes decide to take the fight directly to Mysterio.

Riri uses The White Vision’s spare parts to upgrade her armor, turning herself into a half-human, half-synthezoid capable of seeing through Mysterio’s illusions. The team infiltrates Mysterio’s base while the others distract his forces. Riri reaches the chamber housing the nanotech network controlling Mysterio’s illusions.

Just as Riri prepares to destroy the network, a chilling truth is revealed. The Ying Nan accompanying her was an illusion. The real Ying Nan, along with Wong, Valkyrie, and Okoye, had already fallen outside the lair. Riri is the last surviving member of the Resistance.

Mysterio, who had integrated nanites into his body to power his illusions, reveals his plan to use The White Vision’s parts to transform himself into a synthezoid and escape his deteriorating condition.

Defeated and hopeless, Riri almost gives in. But then, The Watcher, a cosmic being who observes all realities, intervenes, breaking his oath of non-interference.

Encouraged by The Watcher, Riri musters the strength to fight back. She uses her armor to defeat Mysterio, dismantle his illusions, and reclaim the nanites. In a final act of hope, Riri projects a massive Avengers logo in the sky, inspiring scattered survivors across the fragmented Earth to rise against Mysterio’s oppressive regime.

Though Mysterio is defeated, the cost is enormous. The Resistance is gone, and Riri stands alone as a beacon of hope. Meanwhile, The Watcher’s intervention has not gone unnoticed, and other cosmic beings are now watching him closely, questioning his actions.

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Episode 5 of What If...? Season 3 delivers a haunting story filled with loss, betrayal, and resilience. It asks the ultimate question, What would you fight for when everything seems lost? While the Resistance may have fallen, their sacrifices light a spark of hope that could reignite humanity’s spirit.

You can watch What If...? on Disney+.