WARNING: The following contains spoilers for What If...? Season 1, Episode 8, "What If... Ultron Won?," streaming now on Disney+.

There has always been an unsettling quality to Uatu, and the Watchers in general. They essentially act as the galaxy’s Ceiling Cats: passively observing everything that goes on in the Marvel Cinematic Universe without ever making their presence known or interfering in the events they witness. Though possessing great vision, they must refrain from interfering lest the balance of the universe be destroyed. There is something inherently creepy in the notion, and this week’s episode of What If…? finally acknowledges it.

Naturally, it comes from Ultron, in possession of Vision’s body and looking to wipe out the entire multiverse in What If…? Season 1, Episode 8, “What If… Ultron Won?” The results send him directly into conflict with Uatu, and Ultron finally calls him out on his cosmic voyeurism. It’s a bizarre exchange, especially considering the malevolent AI’s genocidal intentions, and yet he isn’t wrong. There are significant moral issues to Uatu’s noninterference, over and above its vaguely unwholesome implications.

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The Watchers have appeared in the Marvel Cinematic Universe before – notably in Guardians of the Galaxy Vol. 2 as they debrief a befuddled Stan Lee – but their exact purpose remains vague, even as What If…? explains every week that Uatu is forbidden from interfering in the events that unfold. This stems from the Watchers’ origins in the comics. They are the oldest race in the universe, and their vow of non-interference arose from an early attempt to aid a less technically advanced species. As detailed in Tales of Suspense #53, it resulted in that race’s destruction, and the Watchers then vowed to observe and record the details of the multiverse, but never interfere.

Uatu himself broke that pledge more than once in the comics – namely in Fantastic Four #50, in which he provided Reed Richards with the Ultimate Nullifier to stop Galactus – but it has cost him dearly, and he’s sometimes reviled as an outcast among his own kind. Nevertheless, as he stressed in the What If…? comics and in the animated series, interference is utterly forbidden. It makes a lot of sense, and the risk of causing catastrophic damage in the name of doing good might arguably be too great to risk any transgression.

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However strong a moral guideline it is, it’s still creepy. What If…? often plays up the voyeurism by periodically showing Uatu looming invisibly over the events of that week’s episode. The image holds a deliberately unsettling quality. He isn’t an impersonal force like fate or something overtly theological. He’s a giant bald man with an oversized head and glowing white eyes, peeking at every moment – public and private – without once deigning to intervene. He’s been called out on the passivity before – Strange Supreme did so in Season 1, Episode 4, “What If… Doctor Strange Lost His Heart Instead of His Hands?” – but it took Ultron to pin the voyeurism properly.

The malevolent AI still carries some of Tony Stark’s personality in him, and that comes out during his multiverse-crossing conflict with Uatu. Ultron taunts him for his passivity – for his inability to make practical use of all the immense power he holds – and then he gets personal: "Wow. Isn't this more fun than just watching? And to be honest, a lot less creepy on your part." It stings not only because Ultron clearly has the upper hand, but because he doesn’t even need to lie to hit his foe’s psychological insecurities. The Watcher can’t in good conscience claim he’s wrong.

Uatu is ultimately a benevolent being, and Jeffrey Wright invests him with all the heartbreak and tragedy of the awful things he’s witnessed in the darkest parts of the multiverse. His dilemma is written all over the vocal performance, and his final decision to break the noninterference pact comes in the name of compassion. But that doesn’t change his deliberately skin-crawling purpose in the multiverse, and while he has good reasons for both adhering to it and breaking it, Ultron’s charge sticks. That likely makes no difference to Uatu himself, but it's gratifying to hear the sentiment expressed aloud at last.

To see Ultron call out Uatu the Watcher, What If...? Episode 8 is streaming now on Disney+.

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