Warning! This post contains SPOILERS for What If…? Season 3, episode 5<em>What If…?</em> Season 3, episode 5 presents a chilling alternate reality within the MCU, culminating in an ending that even The Watcher struggles to comprehend. Featuring Riri Williams as one of the last standing heroes in this timeline, she bravely confronts the overwhelming dark forces that have ravaged a shattered world. The episode concludes with a shocking twist that hints at severe repercussions extending beyond this single reality.

In stark contrast to the lighthearted escapades of Darcy and Howard the Duck in What If…? Season 3, episode 4, this latest episode delves into a much graver narrative, set in a dystopian MCU where the Emergence, which was thwarted in 2021’s Eternals, has tragically succeeded. This catastrophic event has led to the emergence of a broken planet, allowing one particular Marvel villain to ascend to power amidst the chaos. Here, we provide an in-depth analysis of What If…? Season 3, episode 5, detailing the surprising ending, along with the most significant Easter eggs and references hidden throughout this compelling episode.

Uncovering Spoilers and Essential Insights from What If…? Season 3 Episode 5

“What If…The Emergence Destroyed The Earth?”

• Uatu reveals that Riri Williams’ Ironheart represents the last glimmer of hope across every iteration of this grim new reality; however, she meets failure every single time.
• Riri encounters Sharon Carter’s Power Broker, who provides her with an easy bake oven, which is crucial for her to construct a powerful new weapon.
• While battling White Vision and a group of Iron Legionaries—some of whom are mere holograms—Riri is saved by “The Resistance,” comprising General Ming-Na, Okoye, Wong, and Valkyrie.
• Uatu discloses that Tiamut emerged long before the Eternals could unite to prevent it, resulting in severe devastation of the Earth.
• Exploiting the ensuing chaos, Mysterio has taken control of Stark Industries, utilizing his holographic technology and the Iron Legion to establish a new regime known as the Iron Federation, led by his enforcer, White Vision.
• As Mysterio approaches his end, he plots to ensure the Resistance is eradicated before his demise, dispatching White Vision to eliminate them.
• With the assistance of The Resistance, Riri constructs her weapon and defeats White Vision, although she and her rescuers remain as the last survivors of the Alliance.
• By transforming White Vision’s synthezoid body into a new suit, Riri transitions into a half-human, half-synthezoid being, granting her the ability to see through Mysterio’s illusions, albeit temporarily.
• Ultimately, Mysterio gains the upper hand after wiping out the remaining members of the Resistance and nearly kills Riri, seeking to claim her suit to extend his life.
• Uatu intervenes, motivating Riri to continue her fight. Riri rises, phasing through Mysterio, seizing his nanites, and overcoming the dystopian tyrant, generating a massive Avengers symbol in the sky to inspire hope among the remaining survivors on the ravaged Earth.
• A trio of Watchers observes Uatu violating his oath once more, leading them to agree that they must now closely monitor The Watcher’s actions going forward.

Understanding Ironheart’s Triumph Over Mysterio

(Understanding The Watcher’s Intervention…)

Despite her new suit made from components of White Vision, which transforms her into a hybrid of half-human and half-synthezoid, Riri’s spirit is shattered by Mysterio’s revelation of having murdered her comrades in the Resistance. With her resolve crumbling, it is Uatu who unveils the reality that Ironheart’s spirit is perpetually broken, and Mysterio consistently triumphs in every observed reality. However, in a significant turn of events, Uatu chooses to break his oath, urging Riri to rise and continue her struggle, which fundamentally alters the fate of this reality.

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As Uatu’s words resonate within her, Riri gathers her strength for one final stand, phasing through Mysterio’s body and absorbing all the nanites that had sustained his life. Ascending into Earth’s orbit, Riri creates a colossal Avengers symbol visible to all as Uatu observes. However, an unexpected twist reveals that Uatu is under the scrutiny of a trio of Watchers known as the Eminence, Incarnate, and The Executioner. Displeased by Uatu’s repeated oath-breaking, this trio resolves to monitor their fellow Watcher closely, suggesting that he may soon encounter the repercussions of his actions.

Discovering the Most Significant Easter Eggs and References in What If…? Season 3 Episode 5

Exploring Connections in This Dark New MCU Reality

This episode is filled with numerous MCU references, Easter eggs, and character appearances within What If…? Season 3, episode 5. Below are some of the most noteworthy elements we uncovered in this grim new reality:

• Iron Legion — Originally introduced in Avengers: Age of Ultron, Tony Stark designed the Iron Legion to assist the Avengers. In this alternate universe, however, Mysterio commandeers these drones to form his Iron Federation after usurping control of Stark Industries.
• Sharon Carter’s Power Broker – Having revealed her darker persona in Falcon and the Winter Soldier, Sharon Carter remains the Power Broker in this universe, depicted selling Riri an easy bake oven meant for weapon construction, hinting at her potential return to the live-action MCU.
• An Alternate White Vision – In this reality, Vision appears to have suffered a similar fate, being killed and reconfigured into a White Vision, akin to the events depicted in WandaVision, wherein the Vision created by Wanda ultimately shared memories with him.
• Love and Thunder’s Asgardian Skiff – The Resistance is shown rescuing Riri and transporting her aboard an Asgardian skiff, the same one featured in Thor: Love and Thunder (minus the giant screaming goats).
• Casper The Friendly Ghost – During a battle with White Vision to provide Riri with time to construct her weapon, Wong refers to the synthezoid as “Casper,” a nod to the classic friendly ghost character.
• Ultimate Mysterio – Mysterio’s new appearance in What If…? Season 3, episode 5 bears a resemblance to Ultimate Mysterio from the comics, the same character responsible for the first encounter between Earth-616’s Peter Parker and Earth-1610’s Miles Morales.
• Master of Illusions – As he meets his end, Mysterio identifies himself as “The Master of Illusions,” a title he adopts in the comics.
• A Trio of Watchers – This new group of Watchers may very well be the same trio first introduced in Guardians of the Galaxy Vol. 2, who were seen listening to Stan Lee’s stories.

New episodes of What If…? Season 3 are being released daily at 3amET/12amPT on Disney+.

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What If… ? is an animated anthology series set in the Marvel Cinematic Universe which features fan-favorite characters, including Peggy Carter, T’Challa, Doctor Strange, Killmonger, Thor, and more. The new series, directed by Bryan Andrews with AC Bradley as head writer, features signature MCU action with a curious twist. The show sees Uatu the Watcher, an omnipotent being that observes the events of multiple universes from afar as they unfold, unable to interfere. However, things shift when an entity peers beyond the veil, jeopardizing the multiverse.

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