Every Avengers & MCU Easter Egg In What If? Episode 3

Caution: spoilers ahead for What If…?

These are the Marvel and MCU Easter eggs from What If…? episode 3, where the Avengers Initiative dies before Thor even has chance to put on his cape. Currently streaming on Disney+, What If…? gives MCU fans glimpses at how franchise history might’ve played out differently, but after Peggy Carter replacing Steve Rogers and T’Challa becoming Star-Lord, episode 3 takes a different approach. Instead of simply switching one character for another, What If…?‘s latest twist on Marvel mythology kills off (almost) all of the Avengers at the beginning of Phase 1.

Featuring recognizable characters from back when there was an idea that Kevin Feige would one day topple Avatar, What If…? episode 3 takes place within the space of a single week, occurring simultaneously to Iron Man 2, Thor and The Incredible Hulk. This What If…? adventure incorporates elements of all 3 Phase 1 movies, changes up their outcomes, and introduces an unexpected villain who ultimately alters the course of Earth’s history for the worse (unless you’re a big Tom Hiddleston fan).

As well as taking major cues from past MCU releases, What If…?‘s latest collection of Easter eggs includes numerous subtle character references, running Marvel gags, and possibly even another murder for Bucky to add to his notebook. Here are the Easter eggs from Marvel’s biggest Avengers massacre not involving Deadpool.

Nick Fury’s Famous Speech

Appropriately, What If…? episode 3 begins with the opening bars of Nick Fury’s classic “there was an idea” speech. MCU fans will recognize this from The Avengers and various Marvel marketing materials, but What If…? twists expectations by having Black Widow cut him off, chiding her boss with, “I know, I’ve heard the speech.” It’s a meta gag acknowledging how many times viewers have probably heard Fury’s most famous rallying cry.

Iron Man 2 Parallels

Each episode of What If…? draws heavily from the MCU movie it alters, with Captain America: The First Avenger and Guardians of the Galaxy serving as the foundation of episodes 1 and 2, respectively. Episode 3 begins in the same vein, this time copying Iron Man 2. Tony Stark sitting in the hole of a donut and the ensuing restaurant scene with Nick Fury is virtually a beat-for-beat recreation of the live-action version from Iron Man’s solo sequel, including the dialogue, Tony’s poisoning, and Black Widow’s injection. The big difference? Stark drops dead and Disney’s box office dreams disappear in a puddle of spilled coffee.

MCU Phase 1 Art

With the episode’s “kill the Avengers” premise firmly established, What If…? reveals a montage of art that depicts key MCU Phase 1 moments. Tony looking in the mirror and fighting Whiplash honor Iron Man 2, Hulk and the helicopters is (probably) the climax of The Incredible Hulk, and that’s followed by shots from Thor and The Avengers – including the moment Hulk flops “puny god” Loki around like a wet salmon. It’s a unique way of recapping what should happen, and the images are set to a soundtrack that reprises the familiar Avengers theme.

Tony’s Addiction

Speaking over the montage, Jeffrey Wright’s Watcher describes how Stark “battled his demons – inside and out.” This references Iron Man’s struggles with alcohol from the Marvel comic books, which the MCU has mostly glossed over in live-action. References to Robert Downey Jr.’s character having addiction problems are so subtle as to almost be invisible. Superhero alcoholics don’t shift action figures and pajamas, apparently. The Watcher confirms that Stark did battle his drinking demons sometime around Iron Man 2, bringing a key trait of the comic character deeper into MCU canon.

The Mjolnir Shot

Another day, another MCU movie. By the time Tuesday arrives, it’s Thor‘s turn to get the What If…? animated treatment, and the opening shot of Mjolnir is a direct copy from Thor (and Iron Man 2‘s post-credits). Thor’s infiltration of the Mjolnir crash site is a close interpretation of Chris Hemsworth’s live-action attack, and Hawkeye hanging around in his nest ready to shoot carries over from the movies too. The difference here is Barton loosing his arrow, killing the God of Thunder before he can reunite with his beloved hammer.

Alexander Pierce

Arrested on charges of killing Tony Stark, Black Widow is transported for questioning by none other than Crossbones. According to the MCU villain, the man wanting Natasha interrogated is “Pierce” – a reference to Robert Redford’s Alexander Pierce, the Head of SHIELD who would later be revealed as a HYDRA sleeper agent. Redford’s MCU debut didn’t actually come until Captain America: The Winter Soldier, but What If…?‘s reference gives Pierce a presence in early Phase 1.

Jack Rollins

Even in animated form, Frank Grillo’s Crossbones is hard to miss, not least because the actor himself lends What If…? his vocal talents. Standing the other side of a cuffed Black Widow, however, is a cartoon Jack Rollins – a live-action character who appeared in Captain America: Civil War and was played by Callan Mulvey. Rollins was Crossbones’ right-hand man and another secret HYDRA fanboy, and the slicked-back hair gives him away here. Though he gets some lines, Mulvey isn’t credited among the episode’s cast.

Winter Soldier Elevator Scene Homage

Black Widow sits in a truck surrounded by Crossbones’ heavies while an awkward silence hangs in the air. The tension is broken when Natasha begins breaking bones, and this entire sequence is surely a homage to the Steve Rogers elevator scene from Captain America: The Winter Soldier. Same enemies, same awkwardness, same outcome, different Avenger.

Fury Replaces Coulson In New Mexico

Phil Coulson simping-out over Thor is hardly a surprise, with Clark Gregg’s character making little secret of his love for superheroes, but this didn’t happen in the corresponding sequence from 2011’s Thor movie, even though Coulson was still present when the God of Thunder failed to lift Mjolnir. The key difference is Nick Fury. Samuel L. Jackson doesn’t appear in Thor until the movie’s post-credits, and leaves Coulson to take charge of the Mjolnir site in New Mexico. As a knock-on effect of Tony Stark’s death, however, Fury takes point and Coulson has time to admire Thor’s hair from afar. Nick Fury even reuses Coulson’s “I want to see this” line when Hawkeye asks permission to shoot before the God of Thunder touches Mjolnir.

Fury Knows About Hawkeye’s Family

The MCU doesn’t show Clint Barton’s family until Avengers: Age of Ultron, but following the archer’s death in What If…? episode 3, Nick Fury tells Coulson that Hawkeye wouldn’t take his own life because of his wife and children. This line pays off the Barton family introduction from Avengers: Age of Ultron, where Hawkeye says, “Fury helped me set this up when I joined.” It makes sense, therefore, that Fury knows Hawkeye’s big secret in What If…?

“There WAS An Idea”

Faced with a grand total of 3 dead Avenger recruits, Nick Fury is rapidly reevaluating his future plans. When Coulson ponders the possible connection between Stark, Thor and Barton, he asks if his boss has any “ideas.” Fury responds with “there WAS an idea,” with the added emphasis shifting the famous quote’s meaning to show how the Avengers Initiative has fallen apart. And it’s not even Wednesday yet.

Hulk’s Girlfriends

What If…? sends Black Widow to make contact with Betty Ross, and it can’t be a coincidence that both women are Bruce Banner love interests in the MCU. Betty is Bruce’s main romantic partner in the Marvel comics, but with Liv Tyler’s character unavailable for the MCU long-term, Avengers: Age of Ultron shifted his eye to Black Widow – with mixed results. The pair never crossed paths in main MCU continuity, but bringing Natasha and Betty together is somewhat of a “What If” scenario in itself.

Stanley’s Pizza

Black Widow clocks a uniform for “Stanley’s Pizza” in Betty Ross’ Culver University office, deducing that Bruce Banner must be nearby. Stanley’s Pizza is where Banner works while hiding from the authorities in The Incredible Hulk, and What If…? uses exactly the same logo for the pizzeria. It should also be noted that “Stanley’s Pizza” was a 2008 Easter egg in its own right – a play on “Stan Lee.” That counts as a cameo in our book.

The Incredible Hulk Parallels

After Iron Man 2 on Monday and Thor on Tuesday, it’s The Incredible Hulk‘s turn when Wednesday arrives, and What If…? recycles several key scenes from the Hulkster’s solo movie. Banner being attacked while crossing the glass walkway at Culver University, General Ross emptying a pistol clip into Hulk from close range (instead of Emil Blonsky), Betty rushing to Banner’s aid, and Hulk tossing around trucks for fun all happen just like they did on the big screen.

“Not Gonna Work Out”

Black Widow forces Bruce Banner out of hiding in What If…? episode 3, threatening to get rough if she needs to. The sheepish animated form of Mark Ruffalo then emerges, warning, “that’s probably not gonna work out… for anyone.” This particular line is a blatant lift from when Black Widow and Hulk first encountered each other in the primary MCU. Near the start of The Avengers, the green guy assumes SHIELD’s best agent is there to kill him and tells her, “that’s not gonna work out… for everyone.”

Kneeling To Loki

Tom Hiddleston barely manages to resist reminding everyone how he’s “burdened with glorious purpose” during this What If…? appearance, but can’t help dropping a few other catchphrases to compensate. Confronted with Nick Fury and SHIELD’s finest, Loki demands his welcoming committee “kneel before a god.” This line traces back to Loki’s Germany attack in 2012’s The Avengers, where he demands a crowd of frightened bystanders kneel before him.

The Rightful King Of Jotunheim

Because of his brother’s death and Odin falling into Odinsleep, Loki has been promoted to “Crown Prince of Asgard.” More curious is Loki introducing himself as “the rightful King of Jotunheim.” If we assume everything prior to Hawkeye shooting Thor transpired as intended in Asgard, Loki would’ve already discovered his true heritage as Laufey’s Frost Giant son by this point, but hadn’t yet killed off his deadbeat biological dad, meaning Laufey should still be alive and ruling over Jotunheim. By proclaiming himself the rightful king of the frozen realm, Loki reveals his intention to invade his homeworld while Odin sleeps – an opportunity that never presented itself when Thor stayed alive in the MCU.

Flipping Natasha’s Avengers Interrogation

In one of The Avengers‘ most controversial scenes, Scarlett Johansson’s Black Widow is introduced while tied to a chair, interrogating the criminal who thinks he’s interrogating her. Coulson then phones in, awkwardly interrupting Natasha and forcing her to take the call while her enemy is in full flow. Natasha does something similar with Nick Fury in What If…? episode 3, phoning him right in the middle of Loki’s grand entrance.

The Destroyer & Warriors Three

Among the Asgardian army Loki brings with him to Earth, a Destroyer can be spotted in the background – the same magical creation Chris Hemsworth fought in his first solo movie. Also accompanying Loki are Lady Sif and the Warriors Three, though Jamie Alexander’s character is the only one to receive a speaking part. The Destroyer is later seen on guard duty outside Loki’s temporary frozen base.

Casket Of Ancient Winters

Asgardian spears might seem little use against machine guns, but Loki’s sleeve is predictably full of tricks, and he unleashes the Casket of Ancient Winters upon Nick Fury’s troops. This Jotunheim relic was seen previously in both Thor and Thor: Ragnarok. Loki stole it to wreak havoc upon Asgard after taking the throne from his adopted father, and Hela deemed it unworthy of her attentions while perusing Odin’s vault. In What If…? continuity, Loki has most likely stolen the casket to avenge Thor.

Coulson’s Password

Before Black Widow can peek into the Avengers Initiative files and find out who might want each candidate dead, she needs a password, and Coulson’s the only man who might be willing to share. Brilliantly, Phil’s log-in is “#SteveSteveSteveIHeartSteve0704.” Aside from hilariously continuing The Avengers‘ gag that Coulson is a huge fan of Captain America, the “0704” number is actually the in-universe birthday of Steve Rogers, July 4th.

SHIELD Personnel Files

By entering Coulson’s embarrassing code, Black Widow opens a series of SHIELD personnel files of those who have accessed the SHIELD admin system. Aside from Phil and Fury, these documents include Maria Hill (Cobie Smulders’ MCU SHIELD agent), Alexander Pierce (the SHIELD head honcho mentioned previously), and Janet van Dyne, the original Wasp and Hank Pym’s wife, who sacrificed herself while working as a SHIELD operative in 1987.

Captain Marvel’s Pager

Desperately running out of Avengers, Fury considers calling Carol Danvers using the custom pager she gave him at the end of Captain Marvel. Since those events took place in the 1990s, they remain unsullied by What If…?‘s temporal tomfoolery. When the pager’s existence was revealed in Brie Larson’s 2019 solo movie, MCU fans wondered why Fury didn’t try calling Carol earlier, like when Earth came under threat from Loki or Ultron. The SHIELD director reaching for his last resort in What If…? is a nice moment of franchise continuity that the MCU movies (unavoidably) lack.

The Odessa Mission

The final confrontation between “Nick Fury” and a crazed Hank Pym reveals the true point of divergence in this What If…? story – the death of Hope van Dyne. According to Fury, Hank and Janet’s daughter (played by Evangeline Lilly in the MCU) was killed during a SHIELD mission near Odessa, Ukraine. This line is surely a callback to Captain America: The Winter Soldier, where Black Widow recalls an encounter with the Winter Soldier. Natasha tells Steve Rogers how she was tasked with pulling a nuclear engineer out of Iran, but the Winter Soldier appeared and killed the scientist, who Natasha refers to as “him.”

In What If…?, Hope van Dyne might’ve taken the place of this mystery man, and was the engineer that Black Widow failed to rescue in Odessa, thus sending her father into a vengeful Avenger killing spree.

A New Yellowjacket

Revealing himself as the true villain of this week’s What If…?, Hank Pym is no longer wearing his usual red and silver Ant-Man attire, but the distinctive Yellowjacket suit donned by Corey Stoll’s Darren Cross in the 2015 Ant-Man movie. There are major design differences between the two (such as the helmet more closely resembling Ant-Man’s), and this is likely because Cross created the Yellowjacket suit in Ant-Man, with Pym opposing him due to the dangers involved. In What If…?, Pym has evidently continued his own research and landed upon a suit similar to what Cross came up with, but not identical.

Loki’s Earth Invasion Plan

Nick Fury’s week from hell continues, as Loki uses his new position as Asgardian Crown Prince to forcibly assume control of Earth. Odin is presumably still in Odinsleep at this point in the timeline, meaning the prince can do as he likes on Midgard. This serves as an alternate version of the God of Mischief’s The Avengers plan, where he needed Thanos’ Chitauri army to launch an invasion. Now considered royalty, Asgard’s army is his, and Earth can be assaulted much sooner. Given what we’ve learned about him in Loki, however, it makes no sense that Tom Hiddleston’s character would seek to conquer Earth after his brother dies.

Asgardian Skiffs

During Loki’s Midgard takeover, a fleet of Asgardian ships are spotted hovering around the Eiffel Tower (not the most obvious strategic target, but okay). These winged viking boats appear in Thor: The Dark World and Thor: Ragnarok, first deployed against Malekith’s invasion of Dark Elves, then against Hela. A skiff also served as an escape vessel for Thor and his allies during the Malekith assault.

Black Widow’s Casket Copies Her Grave

Assembling his lineup of dead Avengers, Nick Fury laments how badly his initiative turned out. Each of the caskets carries the logo of their respective Avenger – Hulk’s fist, Thor’s hammer, Hawkeye’s arrow, etc. Black Widow’s carries her hourglass logo, and this is apt, since the gravestone seen at the end of 2021’s Black Widow movie bears the very same mark.

“Where’s The Fight”

Not deterred by losing five operatives in as many days, Nick Fury forges ahead with his Avenger plan, defrosting Steve Rogers and finally making that call to Carol Danvers to begin his new team with a pair of powerful Captains. Danvers suddenly emerges behind Fury and asks “where’s the fight?” which mirrors her response to the pager in the post-credits of Captain Marvel, where she opened with “where’s Fury?“

Returning Voice Actors

What If…? has already brought back the likes of Hayley Atwell, Sebastian Stan and Michael Rooker, as well as giving Chadwick Boseman a fittingly emotional MCU sendoff. Episode 3, however, features the biggest haul of returnees yet, with Samuel L. Jackson, Clark Gregg, Jeremy Renner, Mark Ruffalo, Tom Hiddleston and Michael Douglas all making the transition into Marvel’s animated realm. Frank Grillo returns to voice Crossbones, as well as Jaime Alexander for Lady Sif.

What If…? streams every Wednesday on Disney+.