MCU lore has established that Tony Stark wanted “a suit of armor around the world” to protect it against cosmic threats like Thanos. He and Bruce Banner invented the robot Ultron to be just that. Ultron commandeered world-renowned geneticist Dr. Helen Cho to build him a body to transform him into his future self. Instead, with the Avenger’s help, that body became the Vision, a superhero that eventually helped to bring Ultron down.

However, what if the Vision’s nascent body actually ended up becoming the Vibranium-laced repository for Ultron’s mad-hatter mentality?

And what if the Avengers weren’t able to stop him after it did?

The premise of the eighth episode of Marvel’s What If …? is – what if, somehow … Ultron won?


The episode begins with Natasha Romanov, aka: Black Widow, on a motorbike leading zillions of Ulton’s bots on a merry chase through an unnamed city. On watch above, Clint Barton, aka: Hawkeye, takes out the bots with his usual seemingly infinite amount of arrows. Like Popeil’s newly improved Veg-o-matic II (only $9.95), he slices, dices and makes julienne fries of them. A one man archery army, he shoots the arrows singly or in bunches or stabs bots through the eye. You name it, he does it.

But wait, there’s more – The human Ginsu steak knife! Source *****

Such a mocking tone doesn’t diminish the fact that this scene is quite exhilarating. Far from it. Without the excess of violence, or limiting Barton to just one realistic quiver of arrows, it wouldn’t have been the jump start to the rest of the episode that it needed to be.

Ultron, after all, had won at this point. And the unnamed city turned out to be Moscow, Russia. It his here that Clint and Nat will hopefully find a way to stop Stark’s “suit of armor” before it can make things even worse.


The show reverses course at this point to show anyone not familiar with Avengers: Age of Ultron how things were in that movie, and how they changed when Ultron seized control of the body that Cho’s group was making. With Ultron inside it, the world fell and fell hard! Ultron’s elimination of the Avengers and commandeering of the nuclear codes meant he could lay waste to the Earth and most of its people. He even set up shop in Stark Tower when it was all over and done.

BONUS CONTENT: Riding The Cosmic Wave

In a world full of quirky MCU character appearances, right at the moment Ultron as found peace (by destroying everything) he is found by Thanos, the mad Titan, in search of a Mind Stone to complete his set. With nary a moment to think, Ultron dispatches him and takes possession of the full set of stones. Possessing so much power and knowledge opens Ultron’s mind to an infinite array of possibilities. There are more worlds to conquer than just Earth. Building a vast new army out of the rubble around him, Ultron sets off to locate these worlds and to continue the execution of his heinous plan.

Soon to be the red masque of death. Source: *****

In rapid fire, he takes out Asgard, The Sovereign, Sakaar, Ego (the Living Planet), and Xandar. It is here that he encounters someone who should be able to take him out. Aaaargh!!! No more spoilers!!


This is a great little episode. It has a very nice beginning, a spectacular obstacle-laden middle, and a satisfying cliff hanger end – considering that it is the first in a two-part episode. What makes it so satisfying is the battling that goes on. Violence should have a purpose, and in this episode, it does. In a ten minute span, Ultron becomes the most badassical villain in the MCU and it takes a village to bring down such a dude. The good guys try and the good guys fail. Along the way we all get to see a multiverse of Earthers and aliens.

We now know who watches the Watcher. Someone he doesn’t really want to see! Source: *****

Between Ultron’s exploits and the need to take him out, the show bedazzles with vignettes that include a multiversical-desert world, a multiversical -forested world, a multiversical -midwestern US-looking world, and even a multiversical Earth-like world where Steven Grant Rogers is being sworn in as President America (no shield on display in the video, but we know he’s got it stashed somewhere in the Oval Office). In rapid fire there are Wakandan worlds, Skrull worlds, medieval worlds, futuristic worlds. You get the picture(s). It’s truly a cornucopia of MCU eye candy.


As always, it is fun to critique the vocal talents within the episode. As predicted in the first TGON review, The Watcher has a lot to think and say in this episode. Jeffrey Wright’s voice, a bit strange to listen to at first, represents much more comfortably in this, the eighth episode. While still not quite Scarlett Johanson-esque, Lake Bell steps up her game as Natasha Romanov. As always, Jeremy Renner more than does the job of bringing Clint Barton to life. A real fan favorite is back this week in the person of Toby Jones voicing the inimitable Arnim Zola. He has such a mastery of this voice and the writing in the show is able to capture much of the character exhibited in Captain America: The First Avenger.

The toughest part to cast (and probably for the writers to write) is that of Ultron himself. In Avengers: Age of Ultron, the character was voiced by James Spader. He gave a somewhat whimsical tone to the evil robot that brought diabolical variety to the character’s horrible plans for total planetary destruction. They were able to do this because of the film’s 141-minute runtime. In Marvel’s What If … Ultron Won?, the writers only had a 30+ minute canvas on which to create. There wasn’t much time for whimsy and there also wasn’t Spader’s voice to help broaden out the vocals. Ross Marquand does a good job, but both the writing and the vocals are more to the point and sepia in tone, much to the detriment of this essential character.


What If … Ultron Won? is also a very dramatic and enjoyable episode because in good Marvel Studios tradition the show has gotten to this moment by being built on a rock-steady foundation of previous content:


Captain America is supplanted by Agent Carter – Steve Rogers loses out to one tough female super agent. At the same time, Howard Stark invents the first Iron Man suit during WWII, instead of his son making a prototype to use in his escape from terrorists in the Middle East. *

Star Lord

T’Challa has become a benevolent Star Lord (taking the place of the more self-centered Peter Quill). He is powerful and resourceful, but has a sense of dignity and empathy that Quill never really possessed. *

No Avenging

The world experienced the loss of its mightiest superheroes before they ever became a team. In some ways this prepares the audience for accepting the fact that there are other superheroes out there in the universe and that they could also come together to save the day. Nature abhors a vacuum, and likewise the MCU. ****

Stranger Strange

By losing his heart instead of his hands, Dr. Strange became a darker, perhaps more powerful version of himself. Having two Dr. Stranges in the same multiverse also established that not only could this happen, but so much more was possible than even this. *

Monger Among Us

Killmonger took the place of T’Challa, making it necessary for others to consider acting so he doesn’t pervert the destiny of the Wakandans. Along the way he wiped out about five or so top-flight MCU characters, making him one of the most villainous villains of the MCU. What does this mean going forward? Possibly fodder for Season Two? Possibly something else that is more immediate and unexpected. ***

Party Thor!

We discover what a different cat Thor would have been if he’d had no half-brother, Loki, to contend with while he grew up. Party Thor has a whole different outlook on life, but that doesn’t mean that he doesn’t pack the punch of many of his alternate multiversal selves. And no matter how much he drinks, he still finds himself worthy enough to carry, and wield, the mystic mallet Mjölner! **


Oh, and zombies were in there somewhere. Not sure how that helps anything as the last episode of Marvel’s What If …? approaches. But still … zombies! *

Why the recap? There is only one reason that this fabulous review would provide a recap like this: do you think we’ll see any of these stalwart heroes in the next, and last, episode of Marvel’s What If …?

Stay tuned, true believer. We’ll see together — next week!!

New episodes of Marvel’s What If …? debut every Wednesday on Disney+.

* Source: YouTube – Exclusive First Look | What If…? | Disney+
** Source: YouTube – What If… Thor Was An Only Child – S01E07
*** Source: YouTube – Marvel What IF…? Episode 6 Killmonger kills Tony Stark
**** Source: YouTube – All Death Scenes Of Avengers | What IF (01×03)Marvel
***** Source: YouTube – Marvel What If Episode 8 Ultron TOP 10, Easter Eggs and Ending Explained