Every MCU Actor Replaced In Marvel’s What If…? Season 2

Warning: This article contains spoilers for What If…? season 2.

While many MCU actors returned in What If…? season 2 to voice their animated counterparts, several others have been replaced by new voice actors. What If…? season 2 premiered on December 22, 2023, exploring new worlds across the MCU’s multiverse, and debuting new and familiar variants of some of Marvel Studios’ most iconic superheroes and villains. Similarly to 2021’s What If…? season 1, many actors from the MCU returned in What If…? season 2, reprising their roles despite playing different versions of their characters. However, a selection of MCU actors chose not to return, with these roles in Marvel Studios’ animated Disney+ series instead being voiced by other talented stars.

Reprising his role of the Watcher from What If…? season 1, Jeffrey Wright returned in season 2 as the narrator of Marvel Studios’ multiversal stories. Alongside him, iconic MCU actors including Hayley Atwell, Elizabeth Olsen, Sebastian Stan, Karen Gillan, Benedict Cumberbatch, Chris Hemsworth, Jon Favreau, Sam Rockwell, Jeff Goldblum, Samuel L. Jackson and Cate Blanchett, among many others, reprised their roles in What If…? season 2. However, with the likes of Robert Downey Jr., Chris Evans, Scarlett Johansson, Zoe Saldaña, Anthony Hopkins and others choosing not to return, several characters in What If…? season 2 needed to be voiced by actors who hadn’t portrayed them in the live-action MCU’s history.

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10 Julianne Grossman as Irani Rael, A.K.A. Nova Prime

Irani Rael, A.K.A. Nova Prime, Was Previously Played By Glenn Close

Irani Rael, a.k.a. Nova Prime, the commander of Xandar’s Nova Corps, was originally portrayed by Glenn Close in 2014’s Guardians of the Galaxy. Despite not being seen since then, Nova Prime returned in What If…? season 2, episode 1, “What If… Nebula Joined the Nova Corps?,” but was given a more nefarious role opposite Karen Gillan’s Nebula. While Glenn Close didn’t return for What If…? season 2, voice actor Julianne Grossman assumed the role. Grossman is known for voicing Sanctuary in Star Trek: Discovery, Hippolyta in the DC Super Hero Girls franchise, and Mystique in the X-Men: Next Dimension video game.

9 Fred Tatasciore as Groot & Drax The Destroyer

Groot Was Previously Played By Vin Diesel & Drax The Destroyer Was Previously Played By Dave Bautista

Guardians of the Galaxy members Groot and Drax the Destroyer also made brief appearances in What If…? season 2, with the former being featured as a member of Nebula’s new hero team in battle against Nova Prime. In the live-action MCU, Groot is voiced by Vin Diesel, while Dave Bautista has portrayed Drax since 2014’s Guardians of the Galaxy, retiring from the role after 2023’s Guardians of the Galaxy Vol. 3. For What If…? season 2, episode 1, both Groot and Drax were voiced by the same voice actor, Fred Tatasciore, known for previous roles in Family Guy, Adventure Time, Invincible and various other Marvel and DC animated media.

8 Mace Montgomery Miskel as Peter Quill

Peter Quill Was Previously Played By Chris Pratt

Chris Pratt rose to stardom as Peter Quill, a.k.a. Star-Lord, in the MCU’s Guardians of the Galaxy franchise, though Quill as a child was portrayed by Wyatt Oleff in Guardians of the Galaxy. Neither Pratt nor Oleff returned to voice the young version of Peter Quill featured in What If…? season 2, episode 2, “What If… Peter Quill Attacked Earth’s Mightiest Heroes?,” with the Celestially-powered character instead being voiced by Mace Montgomery Miskel. Miskel is known for acting roles in Chicago Med, 4400, Chicago Fire and the Adventure Time: Distant Lands miniseries, making his voice role in What If…? season 2 his first foray into Marvel media.

7 Keri Tombazian as Mar-Vell

Mar-Vell Was Previously Played By Annette Bening

2019’s Captain Marvel marked Annette Bening’s only appearance in the MCU as Dr. Wendy Lawson, a.k.a. Kree scientist Mar-Vell. Mar-Vell was a mentor to Carol Danvers prior to her transformation into Captain Marvel, yet had a more pivotal role in What If…? season 2 as a member of 1988’s Avengers team. While Bening didn’t return to voice Mar-Vell in What If…? voice actor and producer Keri Tombazian took over the role. With prior experience voicing characters in a variety of video games such as Tiny Tina’s Wonderlands, New World and The Lord of the Rings: Rise to War, Tombazian was a great choice for What If…? season 2’s Mar-Vell.

6 Mick Wingert as Tony Stark, A.K.A. Iron Man

Tony Stark, A.K.A. Iron Man, Was Previously Played By Robert Downey Jr.

Robert Downey Jr. and Tony Stark became synonymous during the MCU’s Infinity Saga, with the actor kicking off the MCU in 2008’s Iron Man, and bringing the battle against the Mad Titan Thanos to a dramatic and emotional end in 2019’s Avengers: Endgame. Following Endgame, Downey Jr. retired from the role, meaning he didn’t return to voice Iron Man in What If…?. Instead, notable voice actor Mick Wingert took on the demanding role, and has been praised for his Robert Downey Jr. impression. Wingert is known for voice roles in the Kung-Fu Panda franchise, animated Marvel and DC projects, and a variety of video games, including Mass Effect 2.​​​​​​​

5 Lake Bell as Natasha Romanoff, A.K.A. Black Widow

Natasha Romanoff, A.K.A. Black Widow, Was Previously Played By Scarlett Johansson

Similarly to Robert Downey Jr., Scarlett Johansson chose not to reprise the role of Natasha Romanoff, a.k.a. Black Widow, in various episodes of What If…? following her character’s demise in Avengers: Endgame, and the conclusion of her story in 2021’s Black Widow. While Johansson is still working with Marvel Studios on a mystery upcoming project, Lake Bell voices Natasha Romanoff in What If…? seasons 1 and 2. Lake Bell is known for her acting roles in Boston Legal, Childrens Hospital, Wet Hot American Summer and Black Panther: Wakanda Forever​​​​​​​ as Dr. Graham, as well as for voice roles in Spider-Man: Into the Spider-Verse and The Secret Life of Pets.​​​​​​

4 Josh Keaton as Steve Rogers, A.K.A. Captain America

Steve Rogers, A.K.A. Captain America, Was Previously Played By Chris Evans

Much like Robert Downey Jr., Chris Evans retired from the role of Steve Rogers’ Captain America after the events of 2019’s Avengers: Endgame. The Phase 3 film saw Rogers retire in the past with Peggy Carter, finally getting his happy ending, so it may have been a shame to ruin this with his return. Nevertheless, Steve Rogers lives on in What If…?, with Josh Keaton voicing the iconic character in various adventures. Keaton has an extensive back catalog of voice roles in Marvel and DC’s animated media, including Wally West, Hal Jordan and Peter Parker’s Spider-Man, the latter of which he recently voiced in 2023’s Spider-Man: Across the Spider-Verse​​​​​​​.

3 Cynthia McWilliams as Gamora

Gamora Was Previously Played By Zoe Saldaña

Following the release of Guardians of the Galaxy Vol. 3, Zoe Saldaña confirmed that she wouldn’t be reprising the role of Gamora in the MCU’s future. This meant that a new actor needed to assume the role for What If…?, and Cynthia McWilliams was the woman for the job. Best known for acting roles in Prison Break, Real Husbands of Hollywood, Nashville and The Last Days of Ptolemy Grey, in which she starred opposite MCU alum Samuel L. Jackson, McWilliams also has experience with Marvel. In the Marvel Heroes video game, McWilliams voiced Misty Knight, who was previously portrayed by Simone Missick in Marvel Television’s Luke Cage and Iron Fist​​​​​​​.

2 Jeff Bergman as Odin

Odin Was Previously Played By Anthony Hopkins

Acclaimed voice actor Jeff Bergman is perhaps best known as the voice of Bugs Bunny and various other Warner Bros. cartoon characters, having taken over from the late Mel Blanc in 1989. He has also voiced characters in The Flintstones, Family Guy, Rick and Morty and Jellystone!, prior to his role of Odin, the King of Asgard, in What If…? season 2. Since 2011’s Thor, Odin was portrayed in live-action by Anthony Hopkins, but Jeff Bergman assumed the role in his place for What If…? season 2, episodes 6 and 7, “What If… Kahhori Reshaped the World?,” and “What If… Hela Found the Ten Rings?,” respectively.​​​​​​​

1 Feodor Chin as Xu Wenwu

Xu Wenwu Was Previously Played By Tony Leung

Tony Leung debuted as Xu Wenwu, the MCU’s real Mandarin and leader of the Ten Rings, in 2021’s Shang-Chi and the Legend of the Ten Rings. Despite appearing rather recently in the MCU, Leung didn’t reprise the role for What If…? season 2, episode 7. Instead, Xu Wenwu was voiced by Feodor Chin, an actor best known for roles in Jane the Virgin, New Girl, Big Little Lies and Welcome to Chippendales. Chin has also lent his voice to characters in Uncle from Another World, Curious George and Marvel’s own Hit-Monkey, and did a great job delivering the power and strength of Xu Wenwu in What If…? season 2.