Marvel Mondays – What If…?: Episode 8

Plot summary: After gathering the Infinity Stones, Ultron becomes aware of the Multiverse and begins to systematically spread through it to wreak havoc.


Episode Title: ‘What If… Ultron Won?’

Air Date: September 29th, 2021

Directed: Bryan Andrews (8)

Written: Matthew Chauncey (5)

Loosely inspired by the Age of Ultron comic… not to be confused with the Age of Ultron movie.

Among the many worlds shown is an Earth where Steve Rogers appears to be sworn in as president, a scenario that played out in What If #26.

Thanos possesses the Soul Stone on arrival, yet Gamora was killed by Ultron in this episode, so he either has somebody else he loves or got a minion to do it or they just don’t want you to think about it. Probably that one.

The other names in the box with Arnim Zola’s file are of course cast and crew of What If…?


Black Widow flees from a swarm of Ultron drones on a motorcycle through a decimated Russia, with Hawkeye providing cover fire to aid her escape.

The Watcher reveals that in this reality Ultron succeeded in transferring himself into Vision and used the Mind Stone to mop the floor with the Avengers, allowing him to launch a global nuclear strike and obliterate the planet.

Thanos arrived shortly after with an almost-complete Infinity Gauntlet… only for Ultron to immediately cut him in half and claim the stones.

Using their power to create a massive army, he travelled the stars conquering world after world, meeting only minor resistance on Xandar from Captain Marvel, but even she fell to his might.

Back in Russia, Natasha takes Clint to the KGB archives in search of a way to defeat Ultron. Widow collects the shield of Red Guardian and proposes counteracting Ultron’s sophisticated AI with… a less sophisticated one: Arnim Zola.

Heading to the Hydra Winter Soldier facility in Siberia, they reactivate Zola and convince him to help, downloading him into one of Clint’s arrows.

Luring in the Ultron swarm, Hawkeye shoots Zola into one of the drones, taking care to remove its legs so he can’t try anything. Unfortunately, Zola can’t override Ultron from this distance so they have to make a run for it.

Escape proves difficult, so Hawkeye sacrifices himself to take out all of the drones. Natasha presses Zola as to why he can’t connect to Ultron, with the mad scientist theorising he is no longer in their universe…

Sure enough, Ultron had become momentarily bummed out that he’d run out of planets to destroy, until he heard The Watcher’s narration and managed to smash through the nexus between realities.

They brawl across realities, but even with the Watcher powering up he is no match for Ultron, so he flees to the void prison of Strange Supreme to propose an alliance!


Now that’s what I’m talking about. I prefer my alternate reality comic book properties to prominently feature in-media-res dystopias, leaving you wondering how the heck things got so messed up. Therefore, I was delighted to hit the ground running with Black Widow and a one-armed Hawkeye as the unlikely last ones standing on a decimated earth full of Ultron drones. It was entirely divorced from any movie winks and nods (aside from Uatu’s customary exposition at the start) and told its own action-led story or survival in the face of insurmountable odds. Like if the zombies episode were good.

Following on from my comments last week about the art finally starting to sing when the show turned into anime for 3 minutes, making this primarily a perpetual game of cat and mouse worked in its favour, with the Ultron swarm far more terrifying than as CGI in live action. It felt like they were moving as a singular entity at times, rather than being hundreds of separate disposable goofs posing little challenge to the Avengers. The visual style has not leant itself to close ups of faces having nuanced conversations, but it has excelled at explosions and speed, with the opening motorbike chase amplifying both thanks to the snowy landscape.

I’ll talk more about Ultron below, but expressing his Cosmic Awareness by having him be able to hear The Watcher’s narration was an excellent choice, and something they briefly played with in Episode 4 with Strange Supreme (hence his return, setting up the finale). It’s no Hot Priest noticing Fleabag looking to camera, but what is?

While I’m calling it all-action in a complementary way – after so many plodding affairs that claim to be character driven but are ultimately mehhhh – there was some heart in the form of the enduring Clint/Natasha relationship. It’s one of the longest-lasting plot elements in the MCU, revisited in Black Widow (and likely will be in Hawkeye as well), that unfortunately came to a sucky end as the wrong character sacrificed themselves to save everyone… and then didn’t get a real funeral. Reversing the roles in episode 8 of a mediocre-to-bad cartoon doesn’t make good for that decision, but it was nice all the same, and I enjoyed their dynamic leading up to it as well, with Natasha refusing to let her best friend throw in the towel despite it being plainly obvious he already did.

Most Marvellous Player

Given you already got Paul Bettany to record for this show and you definitely don’t have James Spader… and you had Ultron successfully transfer his consciousness into Vision… why not simply have Bettany voice this version of Ultron? Ross Marquand was perfectly decent, bordering on good (particularly when he savagely mocked The Watcher’s behaviour), but it just seems a baffling decision to me given what was available to them.

Bringing back Lake Bell as Black Widow makes a tonne of sense as she was formidable in the role in Episode 3 and absolutely deserves to make the ‘What If…? All-Stars’ next week. She takes the cold badass spy shtick in stride, and injects much needed levity here and there, such as asking Clint if she suits Red Guardian’s shield, and generally trying to boost his spirits. She even dipped into Poison Ivy mode when back-sassing Zola, which is always a good thing.

Jeremy Renner is far better at being a tired, bitter pessimist who has lost everything than trying to be upbeat and likeable given he, well… isn’t. He still can’t match the top tier of returning celebrities, but he moves up those rankings a little here.

Jeffrey Wright gets to do some actual acting again, which worked out well the last time. Some of the dialogue is clumsy and cringe, but all-told Wright sells the idea of The Watcher growing increasingly scared and desperate, imploring Hawkeye to find the right file and contemplating direct intervention.

Villain Watch

When addressing last episode’s stinger reveal, I’m a huge Ultron defender, so I’m ecstatic he’s been chosen as the first season’s Big Bad. I’m sure plenty of people were less than thrilled to see him cut Thanos in half in seconds, but I do really enjoy the visual design of the Infinity Stones embedded in his chest, and the Vision/Ultron hybrid head. It helps make him look like Galactus during the scene where he’s consuming the Multiverse, which you have to imagine is very much on purpose. If they’re not going to debut any new characters in the show (I’ll have a lot of thoughts on that in the series review in two weeks) then picking one of the underutilised ones and trying to redeem them works for me, and this version of Ultron is perfectly believable as a cosmic threat, mopping the floor with The Watcher and shattering the boundaries between realities with Kirby Dots everywhere.

It was an interesting choice to bring Arnim Zola back, but makes sense given they got Toby Jones in for the first episode. Fight a program with a program, I suppose, even if Zola would immediately unleash as bad or worse on the Multiverse. We’ll see how that plays out next week I suppose.


Check out The Matt Signal Beyond, in which I recap episodes of Batman Beyond every Saturday and Sunday. This weekend two more of the four pillars of the show debut as Terry takes on Spellbinder and Shriek.

There Will Be Movies continues each Wednesday, as Ben Phillips and I talk about 25 of our favourite movies from the 90s. This week we discuss the lowest earning movie ever covered on the website: Empire Records.

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Matt Waters

Brit dude who likes both things AND stuff and has delusions of being some kind of writer or something. Basketball, video games, comic books, films, music, other random stuff.

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