All 14 MCU Villains Returning In 2023’s Final Marvel Release – What If…?’s Rogues Gallery Explained

New versions of villains from previous live-action projects in the MCU will be returning in Phase 5’s What If…? season 2, expanding on the multiversal series’ rogues gallery. What If…? first premiered on Disney+ in 2021, with Jeffrey Wright’s enigmatic Watcher narrating alternative stories from MCU-adjacent realities in Marvel Studios’ multiverse. Season 1 saw variant heroes such as Captain Carter, T’Challa’s Star-Lord, a hardened Black Widow and Hawkeye, and an only child version of Thor go up against some powerful villains, but What If…? season 2, set to premiere on December 22, 2023, will introduce even more threatening villains into the animated universes of the MCU.

What If…? season 2 is set to break an MCU release trend by debuting an episode every day for nine consecutive days over the Holiday period. Beginning on December 22 with “What If… Nebula Joined the Nova Corps?,” What If…? season 2 will introduce new heroes such as a Sakaaran Iron Man, 1988’s Avengers team and original MCU superhero Kahhori, but the upcoming season will also explore new versions of some iconic MCU supervillains. With the likes of Hela, Thanos, Red Skull and Ego returning in Marvel Studios Animation’s new installment, What If…? season 2 has the potential to be even more intense and world-changing than season 1.

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How Many Episodes Are In What If…? Season 2 And When Every Episode Releases

What If…? season 2 is set to premiere on Disney+ on December 22, 2023, exploring brand-new alternate realities in the MCU’s multiverse.

14 Hela Will Find The Ten Rings In What If…? Season 2

Cate Blanchett Played Hela In Thor: Ragnarok (2017)

Last seen in 2017’s Thor: Ragnarok, Cate Blanchett’s Hela, the Asgardian Goddess of Death, will be returning in What If…? season 2. Episode 7, “What If… Hela Found the Ten Rings?,” will explore Blanchett’s Phase 3 villain coming across Xu Wenwu and the mystical Ten Rings that are now wielded by Simu Liu’s Shang-Chi in the live-action MCU. There have been calls for Hela to return to the MCU since her apparent demise in Thor: Ragnarok, so her appearance in What If…? season 2 will provide even more Hela action, and will see the powerful villain team up with another nefarious foe in the form of the MCU’s Mandarin.

13 Surtur Returns To Wreak Havoc In What If…? Season 2

Clancy Brown Voiced Surtur In Thor: Ragnarok (2017)

Also returning from Thor: Ragnarok is Surtur, the godly fire being used by Thor and Loki to eliminate Hela by destroying Asgard and completing the Ragnarok prophecy. Surtur was voiced by Clancy Brown in Thor: Ragnarok, with director Taika Waititi providing motion capture, though it’s unclear whether Brown will be reprising the role in What If…? season 2. Surtur’s role in What If…? season 2 is unclear, though it’s possible that the series could provide a retelling of Thor: Ragnarok‘s narrative, allowing Surtur to bring about the ancient prophecy once again – as he is seen using his giant sword in What If…? season 2’s trailer.

12 Xu Wenwu Works With Hela In What If…? Season 2

Tony Leung Played Xu Wenwu In Shang-Chi & The Legend Of The Ten Rings (2021)

While Hela will find the Ten Rings in What If…? season 2, the series’ first trailers show that the mystical relics will still be used by Xu Wenwu, the real Mandarin in the MCU. Tony Leung debuted as Wenwu in 2021’s Shang-Chi and the Legend of the Ten Rings, but lost his life to the Dweller-in-Darkness in the film’s final battle in Ta Lo. In What If…? season 2, Wenwu and Hela appear to be taking on a variant of Anthony Hopkins’ Odin, though they will also be exploring Ta Lo once again, as Hela has been shown to have taken control of the Great Protector using her Asgardian magic.​​​​​​​

11 Red Skull Gets A Power Upgrade In What If…? Season 2

Hugo Weaving Debuted As Red Skull In Captain America: The First Avenger (2011)

First portrayed by Hugo Weaving in 2011’s Captain America: The First Avenger, and later by Ross Marquand in Avengers: Infinity War and Endgame, the Red Skull makes a brief appearance in What If…? season 2’s second trailer, titled Holiday Wordplay. This variant of the Red Skull seems to have a much more imposing and muscular physique than his Earth-616 counterpart, perhaps a side effect of Abraham Erskine’s super-soldier serum, and will also be taking on notable Avengers in the Elizabethan era of 1602. It’s unclear who will be voicing the Red Skull in What If…? season 2, though it’s possible Marquand could reprise the role.

10 The Grandmaster Fights Iron Man In What If…? Season 2

Jeff Goldblum Played The Grandmaster In Thor: Ragnarok (2017)

An episode featuring Tony Stark’s Iron Man crash landing on Sakaar was removed from What If…? season 1 and pushed to season 2, though the character did make a brief appearance in season 1’s finale. This episode is also expected to feature Korg, Miek and Gamora, while Jeff Goldblum will also be reprising his role of the mysterious and sinister Grandmaster. First appearing in Thor: Ragnarok, the Grandmaster is an Elder of the Universe and the ruler of Sakaar, though was ousted from his leadership position during a revolution. Goldblum’s return in What If…? season 2 will perhaps make up for his removal from 2022’s Thor: Love and Thunder​​​​​​​.

9 Thanos Seems To Be On His Infinity War Quest In What If…? Season 2

Josh Brolin Played Thanos In The MCU’s Infinity Saga

Despite being destroyed and forgotten in the MCU’s main continuity, the six Infinity Stones are still important to What If…? season 2, particularly since the Mad Titan Thanos seems to be on his Infinity War quest in the upcoming season. Thanos has been glimpsed going up against Captain America during the Battle of Wakanda, and approaching Captain Carter and the Tesseract-empowered Kahhori in What If…? season 2’s trailers, suggesting he will be hunting down the Stones. It’s also possible other variants of Thanos will be included, such as the zombified version seen at the end of What If…?​​​​​​​ season 1, episode 5.

8 The Winter Soldier Is An Avenger In What If…? Season 2

Sebastian Stan Has Played Bucky Barnes’ Winter Soldier Since Captain America: The First Avenger (2011)

Sebastian Stan’s Bucky Barnes has completed his redemption arc in the live-action MCU, but What If…? season 2 is set to revisit his villainous Winter Soldier persona. While he has been depicted as a villain as the Winter Soldier, however, it seems Bucky Barnes will be joining a team of Avengers formed in 1988 in What If…? season 2, perhaps hinting at his role as a hero. This would be in spite of his HYDRA conditioning, which was still intact during the 1980s. The Winter Soldier can be seen in What If…? season 2’s first trailer with Hank Pym’s Ant-Man and Mar-Vell, joining the battle against a young Peter Quill.

7 Killmonger’s Role In What If…? Season 2 Is Unclear

Michael B. Jordan Played Killmonger In Black Panther (2018) & Black Panther: Wakanda Forever (2022)

Erik “Killmonger” Stevens made his first live-action appearance in 2018’s Black Panther, with Michael B. Jordan portraying the villainous cousin of the late Chadwick Boseman’s T’Challa. Despite his death, Killmonger returned in Black Panther: Wakanda Forever to meet Shuri in the Ancestral Plane, and Jordan returned to voice variants of the villain in What If…? season 1. Although it’s unclear what his role will be, Killmonger is set to return in What If…? season 2, and this could be the same variant who became trapped with Arnim Zola at the end of season 1, as he appears to still be using Strange Supreme’s magical enhancements.

6 The Dark Elves Make An Appearance In What If…? Season 2

Christopher Eccleston Played The Dark Elf Malekith In Thor: The Dark World (2013)

Although their appearance in What If…? season 2’s trailer is only brief, suggesting a smaller role in the upcoming season, the Dark Elves are set to make their first MCU appearance since 2013’s Thor: The Dark World. The ancient villains will be included in an episode that also features a mechanically-enhanced version of Guardians of the Galaxy member Rocket Raccoon, though it’s unclear exactly which episode this will be, and why Rocket has been upgraded with a range of different technologies and weapons. The Dark Elves are one of the MCU’s most wasted villains, so it will be great to see them return to the franchise, even if only briefly.

5 Justin Hammer Returns For The First Time Since Iron Man 2 In What If…? Season 2

Sam Rockwell Played Justin Hammer In Iron Man 2 (2010)

Since his debut in 2010’s Iron Man 2, there have been calls for Sam Rockwell to return to the MCU as Justin Hammer, the charismatic but awkward business rival to Robert Downey Jr.’s Tony Stark. There is speculation that Justin Hammer could return in Marvel Studios’ upcoming Armor Wars, but before that, he will be making an appearance in What If…? season 2 in a Christmas-themed episode, perhaps episode 3, “What If… Happy Hogan Saved Christmas?” Hammer will once again be voiced by Sam Rockwell, suggesting the actor may be open to reprising the role in live-action as well, which may raise hopes for his return in the MCU’s future.

4 Strange Supreme Is A Villain & Hero In What If…? Season 2

Benedict Cumberbatch Voiced Strange Supreme In What If…? Season 1 (2021)

One of the most popular villains from What If…? season 1 will be returning to lead yet another episode in What If…? season 2, as Benedict Cumberbatch will reprise the role of Strange Supreme. A twisted version of Doctor Strange, Strange Supreme stole power from other mystical beings in an attempt to reverse the Absolute Point of Christine Palmer’s death in his reality, yet this destroyed the universe. Strange Supreme, while being depicted as a desperate villain, was shown with more heroic traits in What If…? season 1’s finale, and this could continue in season 2 in the season’s final episode, “What If… Strange Supreme Intervened?”

3 Loki Seems To Be A Villain Again In What If…? Season 2

Tom Hiddleston Has Played Loki Since Thor (2011)

Even though Tom Hiddleston’s former God of Mischief became a bona fide hero at the end of 2023’s Loki season 2, setting himself up as the protector of the MCU’s multiverse, the former villain is set to return in What If…? season 2, seemingly wearing his previous MCU costume. This suggests Loki will be returning as a villain in this What If…? universe, rather than the powerful new God Loki in Loki season 2. Nevertheless, the MCU’s new multiversal Yggdrasil was also seen in What If…? season 2’s trailer, adorned with Christmas decorations, so it’s possible that Hiddleston’s more recent, heroic version of the character could also make an appearance.

2 Ego Will Have A Huge Role In What If…? Season 2

Kurt Russell Played Ego In Guardians Of The Galaxy Vol. 2 (2017)

Kurt Russell has only made one appearance in the MCU as Ego the Living Planet, the Celestial father of Peter Quill’s Star-Lord, back in 2017’s Guardians of the Galaxy Vol. 2. Russell is returning in What If…? season 2 to voice a new version of Ego, one seemingly much more hell-bent on wreaking havoc across the universe, and even employing the help of his superpowered young son. Ego appears to be the subject of an epic battle in What If…? season 2 featuring many heroes from throughout the series, so is perhaps taking on the role of Infinity Ultron from What If…? season 1.

1 Peter Quill Will Be A Villain In What If…? Season 2

Chris Pratt Has Played Peter Quill Since Guardians Of The Galaxy (2014)

Although it’s unlikely that Chris Pratt will be returning to voice What If…? season 2’s version of Peter Quill, particularly after the ending of Guardians of the Galaxy Vol. 3​​​​​​​, the character will be seen as a child in the upcoming season, though with one huge change from the live-action MCU. This version of Peter Quill seems to have harnessed his Celestial abilities at a young age, and perhaps was never abducted from Earth by Yondu and the Ravagers. What If…? season 2’s 1988 Avengers team will be forming to battle the young Peter Quill, though with his practically limitless power, it’s difficult to imagine them defeating the young villain.