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20 Marvel What If? Stories Better Than What Actually Happened

Daredevil Elektra Lived

In the worlds of Marvel's What If?, anything is possible. Starting in 1977, the anthology series has explored the countless alternate realities of Marvel's multiverse on a semi-regular basis. Usually, each issue of What If? was ostensibly built around a single question like "What If Spider-Man's Uncle Ben Had Lived?" or "What If Storm Had the Power of the Phoenix?" Ranging from hopeful to heart-breaking, these comics have twisted familiar characters and storylines in strange new directions. While these stories reward readers' knowledge of Marvel lore, they also provide approachable one-off stories where creators have followed their wildest impulses. Since each of these stories were more or less contained to their own alternate reality, What If? has been one of the few truly unpredictable series where beloved characters and entire planets perished on a disturbingly regular basis. Every issue of What If? could be the end of the world or the birth of a new one.

Since the latest volume of What If? just finished, CBR is taking a look at some of the What If? stories that are better than what actually happened in the Marvel Universe. In this list, we'll be going through some of the most inspired, innovative and surprising stories from every era of What If? In several cases, ideas from these stories were so good that they eventually found their way into the main Marvel Universe. Since that only happened after these stories were published, we'll still be including them here. What If? proves that when everything is an option, there's no limit to how good stories can be.

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20 ANNIHILATION HITS EARTH

Annihilation Nova Iron Man Captain America

In 2006, two of Marvel's defining modern storylines, Marvel's Civil War and Annihilation, were going on at the same time. While one was happening on Earth, the other took place in space, and the two storylines never really intersected. However, David Hine, Mico Suayan and Rafael Kayanan put those stories on a collision course in 2008's What If? Annihilation.

Instead of staying in space, the Annihilation Wave of Negative Zone bug monsters started heading towards Earth while the battle over registering superheroes was raging. While all of Marvel's heroes and villains put aside their differences to form a united front, the planet still took massive losses. With one valiant last stand, Captain America, Iron Man and Nova barely managed to save the day.

19 VENOM BONDS WITH THE PUNISHER

Venom Punisher

Thanks to their rough attitudes, iconic black costumes and action-packed adventures, Venom and the Punisher were two of Marvel's biggest characters in the early 1990s. Naturally, Kurt Busiek and Luke McDonnell fused these two characters in 1992's What If? #44, where Frank Castle bonds with the Venom symbiote instead of Eddie Brock.

While Brock and the symbiote's mutual contempt for Spider-Man made them a perfect pair in the Marvel Universe, Castle and Venom have a shared appetite for destruction that makes them an even better pair. Unsurprisingly, Venom took Castle on a rampage and cut down major crime bosses like Tombstone and the Kingpin. By the end of the story, Castle regained control over Venom and used his new abilities to become a lethal protector.

18 THE NEW BEGINNING OF THE AGE OF APOCALYPSE

What if Age of Apocalypse

In the world of the original "Age of Apocalypse," Charles Xavier perished at the hands of Legion, his all-powerful son, in the past before he formed the X-Men. While Magneto led his X-Men against a tyrannical Apocalypse in that world, Legion's attack took out Xavier and Magneto in 2005's What If? X-Men: Age of Apocalypse, by Rick Remender and Dave Wilkins.

In this ambitious tale, an unlikely group of heroes including Wolverine, Molecule Man and Brother Voodoo formed the Defenders. After joining them, Nate Summers, Cyclops and Jean Grey's telepathic son, used the Eye of Agamotto and Molecule Man's power to defeat Apocalypse. Captain America knocked out the power-mad Nate, but Cap's lightning bolt was sent into the past and made Legion's initial attack worse.

17 MAGIK, DOCTOR STRANGE'S APPRENTICE

What If Magik Strange

The X-Men's Illyana Rasputin, Colossus' little sister, had one of the toughest upbringings in the Marvel Universe. As a child, she was captured and grew up fast in the hellish Limbo dimension. Once she returned to Earth as a teenager, she used her mystical knowledge and teleporting powers as Magik in the New Mutants until she was overtaken by the dark forces within her.

In 2018's What If? Magik, Leah Williams and Filipe Andrade looked at what would've happened if Magik had ended up training with Doctor Strange, Marvel's Sorcerer Supreme. While the Marvel Universe's Magik and Strange have worked together, this world's Strange was more of a mentor. He helped Magik control her abilities and set her up to become the next Sorcerer Supreme.

16 PUNISHER, AGENT OF S.H.I.E.L.D.

Punisher Agent of SHIELD

In the world of 1994's What If? #57, Frank Castle's life went down a familiar path. After tragically losing his family, he became the Punisher and launched a one-man crusade against crime. In this Chuck Dixon and Mike Harris tale, Nick Fury, the director of S.H.I.E.L.D. was impressed by Castle's actions and recruited the Punisher to be an agent of S.H.I.E.L.D.

With his own elite strike force, a limitless armory and plenty of bad guys to punish, Castle made a solid S.H.I.E.L.D. agent. But after the espionage organization betrayed him, Castle took matters into his own hands, once again. In retaliation for a lifetime of wrongs, Castle launched a one-man assault on Hydra's island base and went out in a blaze of glory.

15 ELEKTRA LIVES (AGAIN)

Daredevil Elektra Lived

It's hard to keep Elektra down. No matter how many times she seemingly perishes, she always seems to find a path to resurrection. But in 1982's What If #35, Frank Miller, Elektra's creator, asked "What If Elektra Had Lived?" in one of the series' happiest stories.

After Bullseye perished while escaping custody, Elektra rebelled against her employer, the Kingpin, and incurred his wrath. Despite Wilson Fisk's best efforts, Elektra survived and sought out her ex-boyfriend, Daredevil. Together, the two seemingly retired from the superhero business, left New York and started a new life together under new identities. While that's a sweet sentiment, the short tale had a harsh irony, since the all-seeing Watcher told the Marvel Universe's Daredevil about this world next to Elektra's grave.

14 VULCAN POSSESSED THE PHOENIX

Vulcan Phoenix What If

After being teased for years, Vulcan, the previously-unseen brother of the X-Men's Cyclops and Havok, finally emerged in the Marvel Universe in the mid-2000s. In the Marvel Universe, Gabriel Summers ended up in space, where he conquered the Shi'Ar Empire before perishing in battle with the Inhumans.

In 2008's What If? X-Men, by Chris Yost and Larry Stroman, the X-Men helped Vulcan meet a relatively happier end. After absorbing the cosmic power of the Phoenix Force, Vulcan carved a path of destruction across Marvel's cosmos. When Vulcan started heading for Earth, Cyclops took a small X-team into space to deal with his brother. Although Vulcan was consumed by the Phoenix's power, his X-family helped him find peace with the spirit of the late Jean Grey.

13 THANOS GETS DAZZLED

What If Dazzler

In the 2013 crossover Infinity, Thanos launched a sneak attack on Earth while most of the Avengers were in deep space. In the Marvel Universe, Black Bolt, the leader of the Inhumans, held his own against Thanos for a surprisingly long time with his hypersonic scream.

In What If? Infinity: Inhumans, Joshua Williamson and Riley Rossmo looked at a world where Black Bolt gave in to Thanos' demands. While that left most of Earth in ruins, a few small groups of survivors lived on. Fortunately, one of those groups included Dazzler, the former pop music star and X-Man who could turn sound into blasts of light energy. Powered by Black Bolt's mountain-shattering scream, Dazzler vaporized Thanos with a single beam of light.

12 CAPTAIN AMERICA, 1984

Captain Amreica Spider-Man What If

Every now and then, What If? offered a new take on what might happen if Captain America was revived in "the modern day." In 1984's What If? #44, by Peter Gillis and Sal Buscema, Cap wasn't thawed out until the 1980s. Without his leadership, the Avengers disbanded after a few adventures, and an imposter Captain America rose to power in his place.

By the time Steve Rogers finally woke up after his long nap, the imposter Captain America had led the country down a dangerous, dark path. Together with Nick Fury, Spider-Man and Sam Wilson, Steve Rogers defeated his imposter. In one of Captain America's finest moments in any universe, he then delivered an impassioned speech about the timeless values he once fought for.

11 WOLVERINE, AGENT OF S.H.I.E.L.D.

What If Wolverine Was An Agent of SHIELD

After going through the Weapon X Program, Wolverine was, understandably, a little hesitant to taking on government work in the main Marvel Universe. However, in 1989's What If? #7, Logan started working for his old friend Nick Fury in a story by Jim Valentino and Rob Liefeld.

After helping Black Widow neutralize a group of Hydra sleeper agents, Wolverine joined S.H.I.E.L.D. instead of the X-Men. When one of the last Hydra officers took out Fury, Logan got a promotion and took Fury's place as the spy organization's director. With that powerful position and his newfound influence, Wolverine was able to keep the Senintel program from ever getting off the ground, stop the Mutant Registration Act from being passed and helped mutants gain widespread acceptance.

10 GWEN STACY SURVIVES

Spider-Man Gwen Stacy

Gwen Stacy was almost the love of Spider-Man's life. After she perished during a fateful battle between Spider-Man and the Green Goblin, that obviously couldn't happen, and Mary Jane ended up walking down the aisle with Spider-Man. In 1980's What If? #24, Tony Isabella, Gil Kane and Frank Giacoia looked at a world where Spider-Man saved Gwen from Norman Osborn, the Green Goblin.

After saving her, Spider-Man told her that he was really Peter Parker and proposed to her on the spot. While it looked like Spidey, Gwen and a reformed Norman would get happy endings, tragedy struck at Parker's wedding. Armed with knowledge of Spider-Man's secret identity, J. Jonah Jameson and the police interrupted Peter's wedding and sent him running away as a fugitive.

9 CARNAGE BONDS WITH SILVER SURFER

Carnage Silver Surfer

In a fairly unremarkable Amazing Spider-Man storyline from the late 1990s, the Carnage symbiote merged with the Silver Surfer, one of Marvel's most powerful cosmic heroes. While the symbiote-possessed Surfer could've been one of the strongest villains in Marvel's history, the symbiote basically just hitched a ride with the Surfer to get back to its human host, Cletus Kasady.

In 1998's What If? #108, Tom DeFalco and Sergio Cariello took the threat of "Cosmic Carnage" a little more seriously. Spider-Man teamed up with the Avengers to battle him in this world. After Carnage trounced the Avengers, he wiped out a chunk of New York. With some help from the flame-throwing Firestar, the Surfer regained control long enough to fly into space and incinerate the symbiote.

8 GALACTUS INVADES THE AGE OF APOCALYPSE

Galactus Age of Apocalypse

When the "Age of Apocalypse" storyline finished in 1995's X-Men: Omega, that alternate timeline was seemingly erased in a blast of energy. However, it was far too popular to stay gone for long. In 1996, What If? #81 gave readers one of their first return trips to the AoA with the aptly-titled "What If The Age of Apocalypse Had Not Ended?"

In that Mariano Nicieza and Kevin Hopgood story, the planet-eating Galactus arrived on the devastated Earth. While Wolverine neutralized the Silver Surfer, the human Night Thrasher used an alien machine to give himself immense cosmic powers. With an assist from Tony Stark, the unlikely team of Night Thrasher and Magneto managed to take down Galactus once and for all.

7 EMMA FROST BECOMES THE PHOENIX

Phoenix Force

During Joss Whedon and John Cassaday's run on Astonishing X-Men, the late Colossus was resurrected on a strange alien world that he was prophesized to annihilate. In 2010's What If? Astonishing X-Men, Jim McCann, David Yardin and Ibraim Roberson looked at what might've happened if the recently-deceased Jean Grey had been resurrected instead.

After Jean's return, a remnant of Cassandra Nova, Professor X's evil psychic twin, took control of a jealous Emma Frost. With some help from the Stepford Cuckoos, the Nova-possessed Emma called the Phoenix Force to Earth and merged with it. After fulfilling that prophecy by consuming a planet, the Nova-possessed Phoenix returned to Earth. Although the X-Men defeated Nova, it cost the lives of Beast, the Cuckoos, Emma, Kitty Pryde and Lockheed.

6 THE ORIGINAL PLANET HULK

What If Hulk Barbarian

In the late 1970s, the Hulk spent a little while on a sub-atomic world called K'ai. The Green Goliath was greeted as a champion by the world's green-skinned residents and even married Jarella, that world's royal leader. However, their marriage ended prematurely when Jarella perished in the regular-size Marvel Universe.

In 1980's What If? #23, Peter Gillis and Herb Trimpe created a world where Jarella survived. Having found the acceptance he had always craved, the Hulk permanently settled in K'ai with his beloved. The Hulk was incredibly well-suited to his newly-adopted home's barbarian trappings. After he and some of his fellow warriors defeated the Dark Gods and their undead horde, the Hulk continued on as K'ai's primary protector.

5 SNAKES TAKE OVER THE WORLD

What If Atlantis Attacks

For the most part, "Atlantis Attacks" was a forgettable 1980s crossover where the followers of Set tried to release the ancient snake god and conquer the world. While Marvel's heroes kept Set coiled up in the main Marvel Universe, that's not what happened in 1991's wonderfully absurd What If? #25.

In that Jim Valentino and Rik Levins story, most of Earth's population transformed into Set's loyal Serpent Men after the god landed on Earth. As the last superheroes fell, Set stood up against the power of Phoenix, Thor and the Silver Surfer. By combining his Quantum Bands with Captain Universe's infinite power, Quasar, a young cosmic Avenger, managed to capture Set in the Eye of Agamotto. However, Set's children continued to roam the Earth freely.

4 JESSICA JONES JOINS THE AVENGERS

What If Jessica Jones

Before she was a semi-successful private investigator, Jessica Jones was a superhero named Jewel in the Marvel Universe. After Killgrave, the Purple Man, put her under his control and sent her after the Avengers, Jessica's superhero career came to an early end.

In What If Jessica Jones Joined the Avengers?, Brian Michael Bendis and Michael Gaydos, Jessica's creators, looked at what might've happened if she had accepted the Avengers' invitation to join. Instead of taking up her Jewel costume again, Jessica worked as S.H.I.E.L.D.'s liaison with the Avengers. Despite her initial objections, she frequently joined the team on missions and married Captain America. When she noticed Scarlet Witch talking to herself, Jessica even prevented the catastrophic events of "Avengers Disassembled" that broke up the team.

3 THE FIRST AVENGERS

1950s Avengers

After Captain America fell into the icy Atlantic Ocean in the 1940s, the Marvel Universe still had plenty of heroes. While most of them wouldn't emerge for several more years, 1978's What If? #9 focused on the forgotten heroes who protected the world during the 1950s. In this Roy Thomas and Alan Kupperberg story, secret agent Jimmy Woo forged a team out of characters like Gorilla-Man, Marvel Boy, Human Rocket, Venus and the 3-D Man.

While this group was forced to disband after their first and only adventure, it wasn't the last time readers saw them in action. In 2006, Jeff Parker and Leonard Kirk reunited this group of heroes to form the fan-favorite team Agents of Atlas in the main Marvel Universe.

2 CAPTAIN AMERICA'S CIVIL VICTORY

Iron Man Captain America What If

Even though they worked together as friends and Avengers for years, Captain America and Iron Man tore the Marvel Universe apart over a disagreement in Marvel's Civil War. However, their friendship saved the day in a story by Christos Gage and Harvey Tolibao from 2008's What If? Civil War.

While having an honest heart-to-heart conversation with Cap, Iron Man was attacked by a crazed clone of Thor. Captain America saved his old friend, and their respective sides teamed up to take down the clone. During their post-battle talks, the two Avengers came to a compromise where Captain America would oversee a superhero registration program. Despite his initial hesitancy, Stark's plan worked, and Captain America led the Avengers into a golden age of cooperation and prosperity.

1 MARVEL: THE NEXT GENERATION

Spider-Girl

In the 1990s, Spider-Man and Mary Jane were expecting a baby. While their daughter was promptly written out of continuity in the Marvel Universe, May "Mayday" Parker got another chance to live in 1998's What If? #105, by Tom DeFalco and Ron Frenz.

Several years after her dad retired from being a superhero, the teenage Mayday Parker began developing her own spider-powers. When Normie Osborn became the new Green Goblin and threatened her parents, Mayday found an old Spider-Man costume and saved the day as Spider-Girl. After this issue became a surprise success, Marvel launched MC2, a line of comics that focused on Spider-Girl and the next generation of heroes. While the line only lasted one year, Spider-Girl's adventures continued on for over a decade.

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