Every Captain America & MCU Easter Egg In What If? Episode 1

Caution: Spoilers ahead for What If…? episode 1

Here’s every MCU Easter egg contained within the premiere episode of Disney+’s What If…? Following the multiverse madness of Loki (though seemingly not a consequence of it), Marvel’s latest Disney+ offering is What If…? – a series of animated alternate scenarios exploring what might’ve happened if MCU history played out differently. This 9-part effort is already commissioned for a second season, and will feature a raft of familiar faces and voices, with MCU regulars like Hayley Atwell and Sebastian Stan reprising their roles.

First up, “what if Peggy Carter became a super-soldier instead of Steve Rogers?” What If…?‘s opening episode alters the events of Captain America: The First Avenger so that Steve is wounded before entering the transformation pod, forcing Peggy to take his place at the last second. This triggers a chain of rewritten moments that MCU fans will recall, but not in quite the same way.

The What If…? premise invites Easter eggs and references to wider Marvel lore and, sure enough, there are plenty to be found in episode 1. And since What If…?‘s premiere serves as a retelling of Cap’s first solo movie, there’s an abundance of comparisons to Chris Evan’s MCU debut, from dialogue nods to comic deep-cuts. These are the Easter eggs in What If…?‘s Captain Carter origin story.

What If…?’s Opening Sequence

What If…? opens with a monologue from Jeffrey Wright’s Watcher, and contains a collage of shots depicting key figures and moments in MCU history. We see Black Panther, Captain Marvel, Iron Man, Thor, Black Widow, and Captain America. The shattered prism then offers a preview of the coming season, teasing Bruce Banner’s transformation, Loki at the United Nations, T’Challa being taken from Wakanda as a child, and Killmonger joining up with Tony Stark. Other characters glimpsed among the barrage include T’Challa’s parents, Peggy Carter, Steve Rogers, Thor, Vision, Proxima Midnight, Obadiah Stane,  Hulk, Doctor Strange, Captain Marvel and The Collector.

“Skinny Kid From Brooklyn”

As part of his introductory speech, The Watcher refers to Steve Rogers as a “skinny kid from Brooklyn,” and the line is repeated by Steve himself later in the episode. Although pre-Cap Steve has been talked about in this derogatory manner many times, Watcher’s description matches up neatly with two quotes from Captain America: The First Avenger – Steve calls himself a “kid from Brooklyn” and Chester Phillips says “he’s still skinny.”

Chester Phillips Gets Shot

Speaking of Captain America: The First Avenger‘s Chester Phillips, some may be wondering why Tommy Lee Jones’ character doesn’t appear in the What If…? premiere. Even if Jones didn’t want to return (and we can probably assume he didn’t), other characters have been recast for the Disney+ animation. Though the scene is brief, What If…? actually shows Phillips get shot in the aftermath of Kruger’s explosion. This marks another deviation from prime MCU continuity, and explains why Tommy Lee Jones is replaced by Bradley Whitford’s Flynn (reprising his role from the Agent Carter one-shot).

Tech & Bullets

Not keen on the idea of a female super-soldier, Flynn demands Howard Stark enter the pod and take the serum instead. Howard refuses, preferring to stay behind a console and push buttons. In his protests, Stark yells that “tech and bullets don’t mix,” which is rather ironic given what his son gets up to in the modern day.

Peggy’s Transformation Mirrors Steve’s

There’s some serious déjà vu when Peggy Carter nominates herself to take Steve’s place in the transformation pod. Many of the shots What If…? uses are direct lifts from Captain America: The First Avenger, albeit in animated form. The most obvious examples include the face-on shot when Peggy shoots Heinz Kruger, the super soldier serum injections, Peggy’s eyes widening, Howard Stark lifting his glasses, and Peggy being slumped to the right when the pod opens and the camera zooms in on her muscular new form.

An Absolute Win

Peggy Carter emerges from the transformation chamber and Howard Stark admires his work, joyously exclaiming, “I’d call this an absolute success.” It’s hard not to be reminded of Hulk’s line from Avengers: Endgame – “I see this as an absolute win.”

“I Was Promised An Army…”

Unfortunately, the chauvinistic Flynn doesn’t share Stark’s enthusiasm, complaining that he was promised an army, but got a “girl” instead. This line is eerily similar to a moan from Tommy Lee Jones in Captain America: The First Avenger, who lamented “I asked for an army and all I got was you” to a buffed-up Steve Rogers.

Peggy’s Blood

The scene where a post-transformation Peggy Carter is subjected to numerous blood tests is, once again, taken from Captain America: The First Avenger, but bears a deeper significance after Falcon & The Winter Soldier, which revealed the true extent of super soldier experiments carried out by the U.S.. The blood being taken here would’ve played a major role in folks like Isaiah Bradley becoming test subjects, but in What If…?‘s altered continuity, would the victims have been different?

Peggy’s Punchbag

Understandably annoyed by Flynn’s rampant sexism, Peggy takes out her frustrations on a gym punching bag, eventually launching the innocent sack across the room. Steve Rogers does exactly the same thing when he first appears in 2012’s The Avengers, and What If…?‘s direction is intentionally similar in order to draw that comparison.

USO Tours

Peggy is unhappy with her lot, disrespected by her bosses despite being the best soldier in the room. Looking on the bright side, Steve Rogers points out how things could’ve ended up much worse – Peggy might’ve been sent on a USO tour to spread military propaganda. This is amusing, since that’s exactly what happened to Steve Rogers following his transformation in Captain America: The First Avenger. Peggy, mercifully, avoids the same humiliation.

Gamma Signatures

Discussing HYDRA’s presence in Tonsberg, Howard Stark mentions high gamma signatures emanating from a certain watchtower, alluding to the presence of the Tesseract. Gamma energy is, of course, the stuff that turned Bruce Banner into Hulk, and was the scientist’s chief area of study before he became a not-so-jolly green giant.

Red Skull Acquires The Tesseract

Like the Peggy transformation scene closely echoing Steve’s, the sequence where Red Skull acquires the Tesseract in Tonsberg plays out almost identically compared to live-action. The close-up of Skull’s HYDRA hood ornament, the carved wooden door in which the Infinity Stone is hidden, and Red Skull’s speech to the ill-fated Tesseract caretaker all feel distinctly familiar. The timeline clearly hasn’t branched too far at this stage.

Peggy’s Bike

Attacking HYDRA’s stronghold, Peggy commandeers a bike and goes riding into battle on the 1940s two-wheeler. The image seems designed to remind MCU fans of when Steve Rogers used a similar vehicle during his own World War II HYDRA raids, with the iconic shield perched carefully on Peggy’s back. Then when Captain Carter bursts through HYDRA’s front gate wheel-first in slow-motion, there’s obvious inspiration taken from the opening scene of Avengers: Age of Ultron, and the same goes for when Peggy uses the bike as a weapon.

The Howling Commandos Break Free

After freeing the 107’s Howling Commandos, Peggy leads a breakout from the HYDRA facility, Bucky and the gang following in formation close behind her. Exactly the same shot is used in Captain America: The First Avenger, but with Steve in Peggy’s place. Both super-soldiers are uncharacteristically wielding pistols.

Peggy Destroys A Tank

In another direct parallel to Steve Rogers’ early exploits, Peggy blows up a HYDRA tank during the liberation of the 107th. Both Caps tossed explosives through the roof hatch by leaping acrobatically over the top of the vehicle.

Three Cheers

A job well done deserves a round of applause, and with the 107th finally free, Captain Carter is able to celebrate with Steve Rogers, now christened the HYDRA Stomper. Steve modestly suggests three cheers for Peggy are in order, but ever a woman of practicalities, Captain Carter insists on saving the jubilation for later. Once again, this copies Captain America: The First Avenger, where Captain America was the hero, and Bucky Barnes suggested a round of cheers in his honor.

The Anti-HYDRA Montage

After Steve Rogers successfully liberated his best friend (and a bunch of new ones) from HYDRA’s capture, Captain America: The First Avenger burst into a montage sequence, showing the gang on a series of highly-successful raids against HYDRA’s European facilities. Peggy Carter is afforded the same kindness in her episode of What If…?, complete with jaunty 1940s soundtrack.

Bomb Names

During the aforementioned montage sequence, we see Steve Rogers painting “Hello From Brooklyn!” on his HYDRA Stomper armor. Here, What If…? is giving a clear (if somewhat macabre) nod to Red Skull’s original dastardly scheme, which involved a fleet of nuclear bombs hitting major cities across the allied nations. For plot reasons, these bombs had their destinations helpfully painted in white upon the exterior, exactly like Steve’s armor in What If…?

“More Than The Suit”

What If…? puts an ironic spin on a key scene between Steve Rogers and Tony Stark from The Avengers. Famously, Rogers accused Stark of being useless without his Iron Man costume, to which Tony replied with his “genius, billionaire, playboy, philanthropist” line. Interestingly, Cap’s sentiments in The Avengers extend to himself in What If…?, as Steve bemoans how he’s just a kid in a big suit. It’s Peggy who argues that the man inside the suit is more important – and she does so in far more humble fashion than Stark.

Where Eagles Dare

Captain Carter’s mission to attack to a HYDRA train carrying Red Skull is code-named Operation Where Eagles Dare. This is a nod to the classic 1968 war movie of the same name, in which a small group of commandos from various backgrounds storm a German castle to rescue a captured ally. The similarities between Where Eagles Dare and Captain America/Captain Carter’s MCU origins are obvious, but at least What If…? pays tribute to its inspiration.

Bucky’s Slip & Arm Gag

A two-for-one Easter egg as Operation Where Eagles Dare kicks off. Captain Carter leads the Howling Commandos onto the train’s roof, but Bucky slips, nearly falling to his death. This plays on the character’s MCU fate, in which Sebastian Stan’s character is buried in the snow and presumed dead. Fortunately, Carter grabs Bucky by his left arm and hauls him to safety, prompting the soldier to complain how she “almost ripped [his] arm off.” This line references Bucky’s Winter Soldier transformation in prime MCU continuity, where HYDRA replaced his lost left arm with a metal one.

Steve Gets Bucky’s Winter Soldier Origin

When the train blows up, it’s Steve Rogers who falls down the cliff alongside it and is assumed dead, taking the role usually occupied by Bucky. What If…?‘s premiere later reveals that Steve (and his Tesseract armor) were actually retrieved by HYDRA, which is also how Bucky’s transformation into the Winter Soldier began. Had Captain Carter and the Howling Commandos not discovered Rogers in time, he too might’ve been transformed into a brainwashed assassin.

Shuma-Gorath

In a change to his traditional plan, What If…? sees Red Skull summon HYDRA’s multi-legged monster mascot from its home dimension. The name of this Lovecraftian beastie isn’t revealed, but there’s a clear similarity to Shuma-Gorath from the Marvel comics – a multidimensional monster from the beginning of time, whose body is comprised many violent tentacles and one big central eye.

“We Don’t Have All Day”

Finding Steve in HYDRA’s castle, Bucky and the Howling Commands quickly get their skinny friend from Brooklyn into his Stark armor, juicing it with the facility’s own energy to compensate for the missing Tesseract. As Steve lays on the floor waiting for the power to kick-in, Bucky reminds him that “we don’t have all day.” This is a smart twist on Captain America’s most famous MCU catchphrase – “I could do this all day.” When HYDRA’s pet octopus is wreaking havoc, there’s no time to dawdle.

Saturday Night Dance

Inevitably, it’s Peggy Carter who must sacrifice herself to save the world in What If…?, leaving behind both the 1940s and the person she loves, just like Steve Rogers in Captain America: The First Avenger. Fittingly, their final conversation unfolds in much the same way, with Steve reminding Peggy that he owes her a dance, and Peggy promising Steve she’ll meet him on Saturday night, reversing their original roles. Perhaps Peggy will also break the laws of time to make that appointment.

“Put Down The Sword”

Before she can traverse the Quantum Realm, Peggy finds herself in SHIELD’s Project PEGASUS lab, seen previously in The Avengers. Met by Nick Fury and Hawkeye, Samuel L. Jackson’s SHIELD chief tells Peggy to “put down the sword.” Down to the delivery, this line imitates Fury telling Loki to “put down the spear” when the God of Mischief first arrived in The Avengers, also via Tesseract

How The War Ended

Realizing he’s face-to-face with the fabled Captain Carter, What If…? sees Nick Fury explain to Peggy that she isn’t in the 1940s any more, and World War II has long since ended. His speech here is highly reminiscent of the post-credits sequence from Captain America: The First Avenger, in which Fury explains to a bewildered Steve Rogers that he’s awakened over 50 years into the future.

What If…? continues every Wednesday on Disney+.