What If…?” takes place in the Marvel Cinematic Universe (MCU) and is an animated take on the Marvel comics series of the same name, exploring alternate storylines in the multiverse. It’s the fourth television show produced by Marvel Studios — and its first animated show — as part of MCU’s Phase Four for Disney Plus.

Here’s everything you need to know about the show and its cast and characters. 

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About Marvel’s “What If…?” TV Series

Written by A.C. Bradley, “What If…?” is based on a Marvel comic series from the 1970s of the same name. Each episode takes a different look at alternative realities for MCU characters.

The multiverse at the center of the stories is first created at the end of the related series, the live-action “Loki.” “What If…?” focuses on this multiverse, exploring alternate timelines for important moments in the Marvel Cinematic Universe films. The show is narrated by the Watcher, also called “Uatu” in the comic book series and portrayed by Jeffrey Wright in the MCU.

Related: The Cast and Characters of Marvel’s “M.O.D.O.K.”

The series gives MCU fans a different look at their favorite characters and storylines. In one storyline, it’s surmised what would happen if T’Challa became Star-Lord rather than Black Panther. Another episode asks the question of what if Captain Carter was the first Avenger?

Marvel What If...? Poster

Other well-known storylines contemplated in the series include:

  • What if Doctor Strange fought himself?
  • What if Killmonger saved Iron Man?
  • What if Bucky Barnes battled a Captain America zombie?
  • What if Thor was an only child?
  • What if Ultron won?
  • What if the Watcher broke his oath?

When Was Marvel’s “What If…?” Released?

“What If…?” was announced by Marvel Studios president Kevin Feige in 2019. The first season premiered on Aug. 11, 2021. There were nine episodes in the season, which ended Oct. 6, 2021. A second season — also nine episodes — is expected to have an early 2022 release date.

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Who Are the Main Characters of Marvel’s “What If…?”

With each episode reimagining a different Marvel storyline, there’s a number of familiar faces and characters appearing throughout the season. Here are some characters — and their voice actors — as they traditionally appear in MCU that you can expect to see in alternate storylines:

The Watcher:

Voiced by Jeffrey Wright, the Watcher observes the multiverse from where he exists in the Nexus of All Realities and narrates the happenings in the alternate universes for “What If…?” He has also pledged an oath not to interfere with anything that takes place in the realities he watches.

What If - The Watcher

Nick Fury:

Voiced by Samuel L. Jackson, Nick Fury is the director of S.H.I.E.L.D.

What If - Nick Fury

T’Challa/Black Panther:

Black Panther is voiced by late actor Chadwick Boseman. He’s also part of the Avengers and appeared in several episodes of “What If…?,” including one that centered entirely on him and imagined what would have happened if he had actually become Star-Lord rather than Black Panther. 

What If - Black Panther

Tony Stark/Iron Man:

This billionaire genius and brilliant inventor, voiced by Mick Wingert — although he’s played by Robert Downey Jr. in the movies — created an armored suit that gave him special powers, and he was also a founding member of the Avengers.

What If - Iron Man

Peggy Carter/Captain Carter:

Hayley Atwell voices Peggy Carter, an agent of the Strategic Scientific Reserve during World War II. Through Project Rebirth, she’s injected with Super Soldier Serum and becomes Captain Carter. She eventually went through a wormhole, emerged 70 years after WWII, and joined S.H.I.E.L.D.

What If - Captain Carter

Bruce Banner/Hulk:

Voiced by Mark Ruffalo, this renowned scientist is a founding member of the Avengers. After being exposed to high levels of gamma radiation while working on an assignment to recreate the Super Soldier Serum, the usually mild-mannered scientist was transformed into the Hulk, a rage-fueled creature.

What If - The Hulk


This artificial intelligence peacekeeping program, also voiced by Ross Marquand, was created by Tony Stark. He used decrypted code from the Mind Stone from Loki’s Scepter to create Ultron.

What If - Ultron

Clint Barton/Hawkeye:

This agent of S.H.I.E.L.D. — and skilled marksman — is voiced by Jeremy Renner.

What If - Hawkeye


Voiced by Tom Hiddleston, Loki is Thor’s adopted brother and the god of mischief. He’s based on the mythological Norse god of the same name. He also created the new timeline.

Lady Sif:

Voiced by Jaimie Alexander, this Asgardian warrior joined Loki when he came to Earth.

What If - Loki, Lady Sif

Loki with Lady Sif

Doctor Strange/Stephen Strange:

Doctor Strange is the Sorcerer Supreme and protects Earth against mystical and magical threats. After his girlfriend, Dr. Christine Palmer, dies in a car crash, he continually uses the Eye to change reality and save her.

What If - Doctor Strange


Voiced by Paul Bettany, Vision is a synthezoid made from vibranium and survives the quantum virus outbreak but dedicates himself to trying to save his girlfriend, Wanda.

What If - Vision


Voiced by Chris Hemsworth, Thor is the son of Odin and Frigga. He loves traveling the galaxy to throw large parties.

What If - Thor

Erik Stevens/Killmonger:

This former U.S. Navy SEAL, voiced by Michael B. Jordan, is of Wakandan descent. He wishes to start a war between the U.S. and Wakanda.

What If - Killmonger


Voiced by Danai Gurira, Okoye is a member of the Dora Milaje.

What If - Okoye

Phil Coulson:

Voiced by Clark Gregg, this S.H.I.E.L.D. field officer is Nick Fury’s right-hand man. 

What If - Agent Phil Coulson


What If - O'Bengh

Christine Palmer

What If - Christine Palmer


What If - Wong with Dr. Strange

Wong with Dr. Strange

Proxima Midnight

What If - Proxima Midnight

Yondu Udonta:

Voiced by Michael Rooker, this Centaurian leads a faction of the Ravagers. 

What If - Yondu Udonta

Taserface and Kraglin

What If - Taserface and Kraglin

The Collector

What If - The Collector

Howard the Duck:

Howard is an extraterrestrial anthropomorphic duck voiced by Seth Green.

What If - Howard the Duck

En Dwi Gast/Grandmaster:

Voiced by Jeff Goldblum, this Sakaar leader is known for DJing many of Thor’s parties. 


Voiced by Rachel House, Topaz is the Grandmaster’s bodyguard.

What If - Grandmaster, Topaz

Grandmaster with Topaz

The Wasp


What If - The Wasp

Jane Foster:

Voiced by Natalie Portman, this scientist and astrologist met Thor when he came to Earth to host an intergalactic party.

Darcy Lewis:

Voiced by Kat Dennings, Darcy is Jane Foster’s intern.

Maria Hill:

This agent of S.H.I.E.L.D., voiced by Cobie Smulders, served as temporary acting director after Nick Fury became unconscious trying to stop Thor’s party.

What If - Jane Foster, Darcy Lewis, Maria Hill

Jane Foster, Darcy Lewis, and Maria Hill

Carol Danvers/Captain Marvel:

Voiced by Alexandra Daniels, this former U.S. Air Force pilot is a Kree-human hybrid and friend of Nick Fury, who invited her to join the Avengers. 

What If - Captain Marvel, Darcy, Jane Foster

Captain Marvel with Darcy and Jane Foster

Natasha Romanoff/Black Widow:

Voiced by Lake Bell, this Russian assassin was recruited by Nick Fury to join S.H.I.E.L.D.

Brock Rumlow:

Voiced by Frank Grillo, this character is not only a S.H.I.E.L.D. agent but also a member of the STRIKE team.

What If - Brock Rumlow, Black Widow

Brock Rumlow (left) accompanies Black Widow (center)

Peter Parker/Spider-Man:

This high school student who acquired spider-like abilities, which he used to fight crime in New York City, is voiced by Hudson Thames.

Scott Lang/Ant-Man:

Voiced by Paul Rudd, this former thief struggling to support his estranged wife and daughter takes on the mantle of Ant-Man, a superhero with a suit that allows the person wearing it to shrink to a small size while also increasing their strength and agility.

What If - Spider-Man with friends

Ant-Man (center) and Spider-Man (facing right) with friends

James “Bucky” Barnes:

Voiced by Sebastian Stan, this soldier was a member of the 107th Infantry Regiment during World War II. Captain Carter saved him from HYDRA and he fought alongside her during the rest of the war. He later becomes known as the Winter Soldier.

What If - Heroes

Bucky Barnes, Sharon Carter, The Wasp, Okoye, Spider-Man, Bruce Banner

Steve Rogers/Captain America:

Voiced by Josh Keaton, this World War II veteran became Captain America and is a founding member of the Avengers.

What If - Captain America with Heroes

Captain America (center) with heroes


Voiced by Taika Waititi, this Kronan used to be a Sakaar gladiator. He attended Thor’s party on Earth.

What If - Korg, Miek

Korg with Miek


What If - Heimdall


What If - Surtur


Voiced by Karen Gillan, Nebula is the adopted daughter of Thanos.

What If - Nebula

Nebula (center) with Thor, Jane Foster, and Korg

Howard Stark:

This scientist with the Strategic Scientific Reserve, voiced by Dominic Cooper, was a lead Army weapons contractor and the one who injected Carter with the Super Soldier Serum.

What If - Howard Stark


Voiced by Josh Brolin, this former kingpin of the intergalactic underworld is a member of the Ravagers. He wanted to obtain the Infinity Stones to wipe out half of all life in the universe.

What If - Thanos

“Happy” Hogan:

Voiced by Jon Favreau, Harold Joseph “Happy” Hogan was a survivor of the zombie apocalypse. He later was infected with the quantum virus.

What If - "Happy" Hogan


Voiced by Kurt Russell, this character is a Celestial and the father of Peter Quill.

What If - Ego

Where Can You Watch Episodes of Marvel’s “What If…?”

Disney Plus is the home of all things related to the Marvel Cinematic Universe and the only place you can exclusively watch “What If…?” and other new MCU series. 

Learn More About Marvel’s “What If…?” on BuddyTV

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(images courtesy of Disney+ and Marvel)


Heather Reinblatt

Contributing Writer, BuddyTV