Building off the success of the MCU's early Phase Four Disney+ shows like WandaVision, Falcon and the Winter Soldier, and Loki, Marvel's What If...? changes up the formulate by taking the series to the world of animation showcasing a series of one-offs that are gradually interconnected by the close of the first season. Adapted from the comic run of the same name, What If...? doesn't shy away from the fantastical, occult, and downright crazy.
However, what What If...? shares most with its comic book counterpart are stories that always result in unspeakable tragedy. Such is the case with the series' third episode, which sees the deaths of almost every original Avenger. While Nick Fury is able to call upon the services of Captain America and Captain Marvel to fight Loki and the Asgardians, the makeshift Avengers team is still woefully underprepared to take on the threat they face.
7 Uatu Brings In Black Widow From Another Timeline
Given that Hank Pym's Yellowjacket is responsible for the demise of most of Earth's Mightiest Heroes, Fury's alternate Avengers team are vastly limited on the help they're able to call for. Fortunately, Jeffrey Wright's Uatu decides to indirectly lend the struggling heroes a hand in their fight by bringing an alternate version of Natasha Romanoff's Black Widow into the foray. This alternate Black Widow is the sole survivor of her universe — a universe which had been utterly and completely decimated by Infinity Ultron.
Conjoined with the power of the Infinity Stones, Ultron became so powerful that he was able to break into the multiverse and challenge Uatu directly, forcing the Watcher to break his oath and assemble the Guardians of the Multiverse. Surviving such an omnipotent threat, this Black Widow is assuredly armed with the knowledge and skills needed to take out the complacent God of Mischief.
6 James Rhodey's War Machine Is Still Around To Help
While often only featured as a secondary character in the MCU, James Rhodey — better known as War Machine — is certainly still around in the events of Episode 3's timeline, a perk of not being associated with Fury's initial Avengers initiative. Better yet, Rhodey has already stolen Tony Stark's Mark II armor when the egocentric billionaire is killed by Pym (by proxy of Black Widow).
It's actually mildly surprising that A.C. Bradley doesn't think to include War Machine as part of Fury's replacement roster. Not only would this have given the character a rare chance to shine, but War Machine would be a valuable asset and ally for Captain America and Captain Marvel. While Rhodey doesn't necessarily have Iron Man's super-genius to create new gadgets and technology, he would've made good use of the technology Stark did leave behind.
5 Captain Marvel Can Search The Cosmos For Star-Lord
Given Captain Marvel's ability to travel all of the cosmos, Fury's substitute Avengers search is no longer confined to Earth. Granted, Captain Marvel may have difficulty finding individuals willing to help in the planet's plight, especially given her standoffish demeanor in the MCU, but there are nevertheless potential candidates out there.
One of the strongest candidates that Captain Marvel might consider recruiting is Peter Quill's Star-Lord, leader of the main MCU's Guardians of the Galaxy. While it's admittedly a 50-50 shot on whether Quill would be incentivized to return to Earth, one would think that saving the home of his mother would be enough motivation for the outlaw to come back. However, given that Star-Lord has yet to undergo his altruistic transformation, the opposite is just as likely.
4 Sam Wilson Could Still Meet Up With Captain America
While unlikely to happen in this continuity, there is still a chance for Steve Rogers and Sam Wilson to meet. The two originally meet during the opening minutes of Captain America: The Winter Soldier, occurring two years after Marvel's The Avengers, which are the events that Episode 3 is based on. Given that Rogers still works for S.H.I.E.L.D. in this reality, it makes sense that Captain America would find residency in Capitol Hill.
Even if the pair do meet, however, it wouldn't be immediately apparent to Rogers that Wilson has a particular set of skills that would be valuable to the Avengers, as he only discloses such information to the First Avenger in The Winter Soldier after the super-soldier admits that he needs help. Yet the Captain America of this reality finds himself in similar circumstances, so it wouldn't be entirely out of the realm of possibility that Rogers would aid Wilson in recovering his flight suit.
3 Captain America Can Save His Old Friend Bucky Barnes
One of the biggest revelations in Captain America: The Winter Soldier was that the nefarious HYDRA organization had infiltrated the ranks of S.H.I.E.L.D. in order to survive for the last half a century. Consequently, it makes sense that all its biggest operatives are still active in the Episode 3's timeline, especially since fans see Brock Rumlow briefly appear, who in turn name drops Alexander Pierce.
If HYDRA is operating at full functionality in this timeline, it would make sense that the dangerous Winter Soldier is operational in this timeline as well, meaning that Rogers can still find a way to save his long-lost friend Bucky Barnes. While Barnes isn't often seen as a hero given his tumultuous past, his dynamic prowess in tentpole conflicts like Avengers: Infinity War and Avengers: Endgame suggest the seasoned assassin is more than capable of engaging Loki and the Asgardians.
2 Black Panther And The Wakandans Are Secretly Active
What If...?'s sixth episode makes the surprising revelation that T'Challa had been operating as Black Panther prior to taking the Wakandan throne during the events of Captain America: Civil War. Unfortunately, Erik Killmonger foils T'Challa's attempt to reclaim the country's vibranium from illegal weapons dealer Ulysses Klaue, preemptively ending the superhero's life.
Given Wakanda's long history of anonymity and secrecy from the outside world, it makes sense that Black Panther and the Wakandans are covertly active when Loki and Asgard suddenly take over the planet. It would admittedly be a bit of a challenge for the likes of Fury, Rogers, or even Captain Marvel to sway the African nation to their cause – especially since these heroes are unaware of the awesome power Wakanda secretly wields.
1 The Sorcerer Supreme Always Finds A Way To Intervene
If there's anyone who could manipulate the threads of time to lend the Avengers a hand in their desperate hour of need, it's be the Sorcerer Supreme himself, Doctor Strange. In fact, this doesn't have to be exclusive to a single version of the Sorcerer Supreme, with both the main MCU Doctor Strange and What If...?'s Strange Supreme gaining cognizant knowledge of the broader multiverse.
Although there is the slight problem of Strange not entering the world of the mystic arts until 2016's Doctor Strange, this issue can be easily rectified with Strange's Eye of Agamotto, which houses the mighty Time Stone that enables the Sorcerer Supreme to effectively rewind time. Given how Strange became an instrumental part in the fight against Thanos and Guardians of the Multiverse, having him fight side-by-side with the likes of Captain America and Captain Marvel would give the makeshift Avengers an enormous power boost.