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What If…? episode 8 recap: Ultron creates Infinity Stone-empowered Marvel chaos

The true Age of Ultron begins as the robot wields Thanos-level power in the Marvel Cinematic Universe animated show.

Ultron-Vision in Marvel's What If... ?
Ultron marches across the multiverse in What If... ?
Marvel Studios

After Party Thor's lighthearted adventure last week, episode 8 of the reality-hopping Marvel Cinematic Universe animated series What If…? arrived on Disney Plus Wednesday. This chapter is the first to follow on from the events of the previous episode, which ended with an Infinity Stone-empowered Ultron and his drones marching through a portal to be the poopers of Party Thor's world.

The omniscient Watcher (Jeffrey Wright), who vows never to interfere as he keeps an eye on the multiverse's many realities, seems pretty freaked out as he asks What If... Ultron Won?

Multiverse-spanning SPOILERS ahead. 


An actual Age of Ultron

This reality diverged from the mainline MCU during the events of Avengers: Age of Ultron, where Tony Stark and Bruce Banner used the Mind Stone to create the artificial intelligence Ultron as a global defense program. Ultron (voiced here by Ross Marquand) turned out to be sentient, and reckoned he had to wipe out humanity to save Earth.

He planned to upload himself to the Mind Stone-empowered body that would become Vision, but the Avengers stopped him from doing so. In this reality, Ultron succeeded, then killed most of the Avengers and launched nuclear weapons globally.

Sliced Thanos in Marvel's What If...?

Ultron deals with Thanos pretty efficiently.

Marvel Studios

Thanos arrives with the other Infinity Stones and is presumably preparing to take the Mind Stone, but Ultron uses it to slice the Mad Titan in two and takes the others. With their collective power, he encases himself in awesome armor and creates an army of drones. 

With Earth nearly reduced to ash, Ultron and his forces attack Asgard, The Sovereign (where he slaughters the Guardians of the Galaxy), Sakaar (killing Korg and the Grandmaster), Ego and Xandar (ending Captain Marvel along the way). With this, he's pretty much broken his entire universe and fulfilled his purpose. Until…

Watching the Watcher

… the Watcher's narration gets him caught. Like Doctor Strange Supreme, Ultron reaches a power level where he becomes aware of the Watcher and the multiverse.

"I have seen everything that has ever happened. Ever will happen. Ever could happen," says the Watcher. "And yet, what the hell is this?"

Watcher battles Ultron in Marvel's What If...?

The Watcher almost meets his end at Ultron's hand.

Marvel Studios

Ultron crashes into the space between realities where the Watcher hangs out, and the pair engage in a battle that sends them crashing through the multiverse.

In one of the universes Ultron knocks the Watcher into, Steve Rogers taking the oath of office to become president. This is likely a reference to issue 26 of the comic series, What If Captain America Had Been Elected President?

Despite manifesting some fancy battle armor of his own, the Watcher is ultimately overpowered by Ultron and forced to flee.

The Hydra AI

Black Widow and Hawkeye (aka Natasha Romanoff and Clint Barton, voiced by Lake Bell and Jeremy Renner) are the only Avengers to survive in Ultron's world, and they decide to track down a rival AI to take him on. 

That AI is Armin Zola (Toby Jones), a Hydra scientist who secretly rebuilt the terrorist group within SHIELD after World War II. He uploaded his mind to a computer before his body died, and it seemed like that was destroyed in Captain America: The Winter Soldier.

Hawkeye in Marvel's What If...?

A hopeless Hawkeye makes the ultimate sacrifice.

Marvel Studios

However, Natasha discovers that a copy of his brain was kept in a Hydra facility in Siberia to watch over the Russian Super Soldier program (the same one seen in the climax of Captain America: Civil War).

They try to upload Zola to Ultron's hive mind by uploading the Hydra AI to Clint's arrow and hitting a drone with it. Unfortunately, Ultron's multiversal travels mean he's out of range, so Zola's attempt fails.

As the drones swarm our heroes, Clint sacrifices himself to give Natasha and Zola-drone a chance to escape -- mirroring the moment Natasha gives her life so Clint can get the Soul Stone in Avengers: Endgame.

Black Widow in Marvel's What If...?

Black Widow does "the pose" with Red Guardian's shield.

Marvel Studios

The fallen sorcerer

After being defeated by Ultron, the Watcher is desperate enough to return the corrupted, broken Strange Supreme in his tiny crystal prison and ask for his help. I guess it's to break that vow and get interferin'.

He's almost certainly going to gather a bunch of the heroes we've seen in previous episodes -- Captain Carter, T'Challa Star-Lord, Zombie-Hunter Spider-Man and Party Thor -- to take on Ultron. There's another probable team member visible in some promo material for the show, but they haven't appeared yet so I won't spoil it for people who haven't seen that. They look awesome, though. 

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Observations, WTF questions and Easter eggs

  • The reality in which Ultron won is similar to the 2013 Age of Ultron comic miniseries, in which he takes over the world. The movie borrowed this series' title but not the plot.
  • This is the fourth time we've seen some version of Tony Stark die in this show. He likely died in the apocalyptic events of the T'Challa Star-Lord and Strange Supreme episodes too, but we didn't actually see it. 
  • Hawkeye has his Avengers: Endgame haircut and a Winter SoIdier-style metal arm.
  • Natasha uses Red Guardian's shield, and her costume looks a bit like Cara Dune's in The Mandalorian.
  • "Listen Skynet, I've seen the killer robot movie and I gotta say, I really don't think it needs a sequel." Captain Marvel got her powers and left Earth in 1989, five years after The Terminator came out. The second one was released in 1991 and she didn't return to Earth until 1995, so it makes sense that she missed that moment in pop culture. Pity, it's an amazing sequel.
  • Ultron could have robo-splained that to her, but he was pretty focused on mass-murder.
  • Clint compares the KGB archives to the warehouse at the end of Raiders of the Lost Ark, and compares trying to find Zola to the Empire's attempt to track down the Death Star plans at the beginning of Star Wars: A New Hope.

Join us for more Easter eggs and observations next Wednesday, Oct. 5, when episode 9 of What If…? hits Disney Plus. It's the season finale, it'll be time for a major crossover.