Marvel’s new What If…? animated series takes us back to the beginning with a rewrite of Captain America: The First Avenger. In this version, it’s Peggy Carter who takes up the Mighty Shield—and the shield has a Union Flag on it.
I have to say I think this is the most pure fun I’ve had watching any of the Disney Marvel series so far?
Summary
The Watcher introduces us to the show, explaining that time is a prism, and that there are many timelines, with many outcomes.
As the episode is only 35 minutes long, it has to condense the plot of CA:FA, which leads to it feeling a little rushed at first. Peggy decides to stay in the room when Steve is injected with serum, seemingly because of looooove—which, according to the Watcher, is the point where this timeline breaks. She spots the Hydra goon and his incendiary device, he blows it a little sooner, and snatches the serum before Steve has been Cap-ified. When Skinny Steve (this is how he’s named in the credits, btw) tries to stop him, the goon shoots him, but Peggy is there to take him down before he escapes. With Steve wounded and time running out, she hops into the machine and Howard Stark completes the experiment.
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A Marvellous Light
So no, we still don’t have the timeline where Stanley Tucci lives on.
DAMMIT.
Maybe the next one.
Colonel Flynn spends the next 15 minutes growling “But she’s a girl!” which gets kind of tiresome, but luckily Peggy is Peggy, not Steve Rogers, and keeps training and snapping at him until finally Howard Stark goes behind everyone’s backs, spruces up the USO uniform they never quite forced her to wear, and creates the previously mentioned Union Flag shield. Thus armed, she intercepts a Hydra convoy, destroys all the goons, confronts Zola, and takes the Tesseract immediately. Then she rescues the 107th.
With that dealt with, the battle montages can be sheer Nazi-punching joy. But wait, did you want more joy? Because Howard Stark just used the Tesseract to make Skinny Steve AN IRON MAN SUIT.
AN IRON MAN SUIT!!!
We get a wonderful sequence of Captain Carter and “The Hydra-Stomper” taking down Hydra planes, swooping through the air together—Carter can’t technically fly, but she can sure let Steve fling her around and catch her while she decimates plane engines with her shield!

But all good things must come to an end, and all Marvel stories must rip our hearts from our chests. When Carter, Rogers, and the Howling Commandos intercept a Hydra train, Steve goes in first, only to find it’s rigged with dynamite. A trap! Everyone else escapes, but Steve goes down in the explosion. Colonel Flynn chides Peggy for showing her grief, and instantly vaults ahead of Thanos in my mental Marvel Villains Ranking List Post. What a tool. But she soon gets the upper hand again, telling him he’s “lucky to be in the room” as she, Howard, and the Howling Commandos concoct a plan to take the Red Skull down.
They invade Red Skull’s castle, with Carter and Stark arriving just in time to find Skull using the recovered Tesseract to create an interdimensional portal, and Bucky and the Commandos discovering the empty Hydra-Stomper… and Steve! He’s still alive! They get him in the suit and manage to cook up enough power for him to help, but it might not be enough. A giant tentacle monster is coming through the portal, and before you can say “I did it 35-minutes ago” the Red Skull has been squished like a grape. Peggy finds a sword (!!!) and battles the MurderSquid, while Howard tries to figure out enough German engineering to reverse the portal. Steve helps.
But again, Marvel, right? The only way to save the world is for Peggy to physically shove the MurderSquid back through the portal, and the Tesseract to close it with her inside, and Steve kneeling and weeping.
WHY IS THEIR LOVE ALWAYS DOOOOOMED???
Cut to 70 years later, when Nick Fury and Hawkeye reopen the portal, and out pops Peggy Carter, sword raised, severed tentacles flying everywhere.

Commentary
The episode was written by head writer/executive producer A.C. Bradley, formerly a writer on Trollhunters: Tales of Arcadia, who is also a writer/producer on the upcoming Ms. Marvel. Her take on The Watcher is the kind of thing that makes me jump up and down in happiness, so I’ll quote her directly:
He’s above everyone, but there should almost be a gleefulness watching these stories. I keep using this metaphor, which I’m not too sure if anyone likes, but I always compare it to the pizza rat meme that went around a few years ago. Someone next to the subway recorded this video of a rat dragging a slice of pizza across the platform. I think that’s what The Watcher is- he’s a guy watching a rat drag a slice of pizza across the platform. He has no interest in becoming friends with the rat, living amongst the rat, or doing rat things. He just goes, “Man, this is remarkable. Look at the little guy go”! That is The Watcher’s relationship with humanity.
I’ll admit it took me a few minutes to get used to the animation style, and in the end, I thought it worked better for the battle scenes than in the quieter, human moments the characters share. But that’s a small quibble with a show I really enjoyed.

But let’s talk about that for a second: I think I believe Peggy and Steve’s love even more in this iteration than I do in the main timeline MCU? The two of them clearly have a spark before the experiment. After Peggy becomes Captain Carter, even with all of her newfound strength, it often feels like it’s the two of them against the world. She still isn’t fully respected by the military higher-ups, but Steve has always respected her. And she, in her turn, tells him he’s her hero, and is the one to remind everyone that the Hydra-Stomper is nothing with Steve Rogers inside of it. We get to see the two of them fight together in a way they never could in our usual timeline, and that partnership is so strong that the ending of a 35-minute cartoon is actually emotionally affecting.
Peggy herself is a magnificent protagonist for this first outing. Where Cap is all stalwart morality, Captain Carter is gleeful. She loves her new strength, she loves punching Nazis, she loves bantering with Howard Stark. For her, being Captain Carter is an adventure—but it’s also the first time she’s been able to be fully herself. She can fight the way she’s always wanted to. Once Colonel Flynn gets the hell out of the way she’s able to be the action hero she’s always been in her head. As Steve says “the outside finally matches the insides.”

And now let’s get to the real MVP. This series is the perfect vehicle for Howard Stark: American Playboy. Again, because this episode is a (mostly) more fun take on CA: FA, Howard also gets to go full comic relief, flinging zingers no matter the danger, proclaiming his own genius, and, best of all, building that suit! It also gives the show some extra depth, I think, because we see Howard give Peggy the go ahead to intervene in the experiment, and when Colonel Flynn tries to sideline her, he builds her a shield and helps her become the hero she’s meant to be. Later, when Steve Rogers is trapped back in the terrible position of watching while everyone else fights, Howard yoinks the Tesseract and secretly builds him an Iron Man suit, so he can be the hero he was meant to be. Stark looks at the most unlikely people and is just like, “Yep, that’s a hero! They just don’t know it yet.” I want a whole episode just for him.
After this first outing, I have high hopes for What If…? This series doesn’t seem to be leading us into the future MCU the way the three previous Disney+/Marvel series have, and I’m guessing it’s not going to tackle themes of grief the way WandaVision did, or possibly even deal the glancing blow to Free Will vs. Determinism that Loki did, if the rest of these episodes are as touching and exuberant as this one, the series will give us what the first Iron Man did: a sense of wonder and excitement at watching people try to be heroes without taking everything so bloody seriously.

Favorite Lines:
This might not always be a feature in these reviews, but Howard Stark’s got jokes, and I’m going to round ‘em up for you.
- Howard, to Peggy, post-serum: “You wont be needing those heels anymore!”
- Howard, handing Peggy her new suit and Shield: “Flynn’s a moron! Lucky for you, I’m a genius!”
- On seeing the MurderSquid: “Monsters??? No one prepared me for actual monsters!”
- On German engineering: “Hedy Lamar and I spent a weekend together—but she wasn’t teaching me German!”
- Howard, seeing that the Hydra-Stomper survived being blown up: “I told you it was indestructible!” (Who is he even saying this to??? The Squid??? Gosh I love him.)
- One from Bucky, when Peggy saves him on top of the train “Thanks! You almost ripped my arm off!”
- One great line from Steve! Having been shot in the gut, in excruciating pain, and realizing that his one chance at becoming a super soldier is lost forever, looks up at Captain Carter and says, “Peggy…? Wow!” like a boy picking up a prom date. Steve Rogers is the most wholesome.
- But of course the last word goes to Captain Peggy Carter, who, in her first battle, flips a truck over her head and takes out multiple motorcycles with one toss of her Shield, and declares herself “Bloody brilliant!”
I have to say I agree. Join me next week for for more adventures in the Multiverse!
Leah Schnelbach wants Super Serum! And a Shield! But most of all they want to be as witty as Howard Stark. Come exchange zingers on Twitter!
It’s a cool concept, but if this episode is an indication of the show in general, I don’t think I’m going to enjoy it. This episode jumped from plot point to plot point of the first Captain America movie and never took a moment to rest. It was way too much crammed into one 30 minute episode.
@2 – I know what you mean, but I liked it regardless. The old What If? comics took storylines and plots that took years to tell and compressed them down to a few dozen pages. These episodes are taking movies that took hours to tell and compressed them down to half an hour. It’s not surprising that the pace is pretty quick. Going into the series accepting that makes it easier to watch, I think – at least, it does for me.
Well, this was quite good. The story was kind of rushed, but fun, and I’ve rarely seen cel-shaded 3D animation look this good. I’m not much of a fan of that style, but they did it really well, and the character aniamtion was very expressive and subtle. I was impressed by how much the lighting, color, and animation reminded me of the ’40s Superman cartoons.
Josh Keaton was remarkably good as Steve. I didn’t pay enough attention at the start of the credits to know if it was Chris Evans or not, and I became convinced it actually was him. As for Atwell, it was interesting how she played Carter with more fun and playfulness, as if rejoicing in her new freedom. But I particularly liked Cooper’s Howard, who was in full Starkian form with a perfect ’40s screwball-comedy delivery.
It kind of seemed to me that Captain Carter was even more superpowered than Captain America. I don’t think we ever saw Steve flip a truck over his head, for example. A certain segment of the audience is bound to find that upsetting. Good.
The tag scene was rather anticlimactic — I guess because it’s probably a setup for a sequel.
@3 CLB: I was quite surprised that Josh Keaton was better at impersonating Chris Evans than Sebastian Stan was at impersonating Sebastian Stan. It really makes you notice how much his eyes are a part of his performance as an actor.
I want a Captain Carter video game.
The frantic pace of the episode lined up well with Carter’s glee at kicking ass. Will other episodes in the series be a little slower and more contemplative? They could but I think a madcap dash through CA:FA suits this series for a first time out.
I liked the comics What if, so I liked the Tv show as well so far. The pace is frantic, because it has to tell a 150 minute story in 30 minutes. It’s interesting that some romance was able to be developed in this small time frame, and it’s good romance. I wouldn’t have spent so much time on Red Skull, since his story isn’t that different.
@4/Perene: Voice acting is a specialized skill. Not every actor used to performing before a camera is going to be as good at performing with their voice alone. I find that well-known screen actors often give weak performances in animation roles. That’s a cause of concern for me as What If…? goes forward. Most people see the big marquee names as a draw, but personally I have more faith in the animation veterans like Keaton.
Incidentally, I read a review suggesting that most of the episodes are in the 40-minute range, essentially the length of an hourlong commercial-TV episode. So this may be one of the shorter ones. Hopefully the others will be a bit less compressed in their pacing.
On German engineering: “Hedy Lamar and I spent a weekend together—but she wasn’t teaching me German!”
They were, of course, doing their best to build a 1940s internet but kept running into the hard limits of period technology and the challenges of keeping their hands off each other; as HARK! A VAGRANT has done its best to remind us, there’s nothing like canoodling to distract human creativity from what we’re actually supposed to be doing. (-;
I really enjoyed this, it was fun, they were having a blast in subverting the MCU movie history and merging the style of the comics.. the voice cast were mostly excellent, apart from Sebastian Stan, sorry Seb I am a huge fan but after this I don’t think Pixar are going to be calling.. Jeffrey Wright was the near perfect choice for the watcher (I am assuming they may at some point want the character to appear on screen so didn’t approach Morgan Freeman) but the big thing this left me with in regards to the cast is thinking the MCU dropped Hayley Atwell and Toby Jones too soon, I could listen to them both reading the phone book and enjoy it.
its a fun concept to bring this to screen, just don’t try to analyse it too much within the framework of the MCU, just sit back and like me enjoy it with a big smile on your face.
If this leads to Hayley Atwell undergoing a year of physical training for a live action Captain Carter, I’d be all for that.
In a lot of ways, the condensed storytelling has the energy of 1960s style comic books—they bang from plot point to plot point with maybe one or two breaths for character development. As a child of the 60s, I have no problem with that….and I think it’s kinda ideal for an intro to the series.
And she comes back in season two? Yeah!
Count me in as a fan! Mind you, I loved “Agent Carter” and Hailey Atwell inhabits the new Captain Carter brilliantly (as she did unhenhanced Peggy). Animation’s got better too, hasn’t it? I don’t mean the actual drawing, or whatever it is now, but the conventions and storytelling.
Was the episode a bit rushed? Perhaps, but the whole thing was such a joy I can understand why they opened with this one. Hopefully the rest will keep up the standards set here.
..and “set up for a sequel” – Boy I hope so. Or better yet “If this leads to Hayley Atwell undergoing a year of physical training for a live action Captain Carter, I’d be all for that.” Yes please!
Edit to add what a great review, thanks.
@3
“It kind of seemed to me that Captain Carter was even more superpowered than Captain America. I don’t think we ever saw Steve flip a truck over his head, for example.”
I don’t think it’s so much more superpowered as she knows what she can do, she was fit, she was trained, she’s Cap by Civil War. In CA:TFA Steve runs into a building because he legitimately doesn’t know how to run, he’s never done it before.
@11/ianc: “Animation’s got better too, hasn’t it? I don’t mean the actual drawing, or whatever it is now, but the conventions and storytelling.”
There’s been plenty of intelligently written animation over the decades, from Star Trek: TAS to Batman: TAS and its contemporaries to Futurama to Avatar: The Last Airbender and The Legend of Korra to excellent current shows like She-Ra and The Dragon Prince. Not to mention the decades’ worth of smart, sophisticated anime produced in Japan. It’s just that Americans persist in clinging to the prejudice that animation is somehow an intrinsically inferior medium despite generations’ worth of proof to the contrary.
What Ifs are a bit odd in how much they depend, structurally, on being an alternative version of events with which the audience is familiar. The balance is between telling a story that stands more or less on its own merits, and ensuring that you hit the Stations of the Canon and show how your version mirrors or diverges from them. I think the pacing of What-Ifs is always going to feel a little odd because of that.
I’ll agree and just say that I really enjoyed it. Also, Ross Marquand did a MUCH better job voicing Red Skull here than in Infinity War and Endgame. I legitimately wondered a few times if it was actually Hugo Weaving speaking and I never got that impression at all from the movies. Great stuff.
Not much to add aside from general agreement: The story was just sheer fun, Bucky was the most jarring voice actor despite being voiced by Sebastian Stan, Howard Stark was excellent and just the right touch of humour, etc., etc. All in all Captain Carter was a delight to see and I would love to see her story continued into the modern era…let’s get a whole What If…for the Wave 1 MCU in her universe! I’d love to see how they bring back Steve…you know they will, right?
Watched this last night & I thought it was great fun.
Always been a big fan of the “What If…” Marvel comic series (I have a number of them, especially the mutant related ones – big X-Man fan, me).
Would have liked a few more minutes to the episode, however. I understand the fast paced nature of these shows, just thought a little more dialogue would have been good.
As to voice acting, it is an incredibly lucrative career if you can do it, and, let’s be honest here, break into the field. My wife works for an educational textbook publishing house & just paid a voice actor $1.5k for two hours work, and she felt the actor wasn’t that good! My cousin, who has done voice work for the DCU, loved doing it as well.
@jtown, I did not know that wasn’t Hugo Weaving in the live action movies! I guess I didn’t pay too much attention to the credits!
Kato
I and my wife enjoyed it–I was excited to see how they’d handle the What If format, and she became extremely enthusiastic about Captain Carter. Despite that, when the enjoyable story was over, I ended up feeling like it didn’t really measure up by the What If standards. “What if Captain Carter were the first Avenger?” Well, she’d do what Steve did, only a bit better because she was starting as a trained agent. Not really much else….except for adding in an Iron Man suit 6 decades ahead of time. What happens because of that?
@14– ” The balance is between telling a story that stands more or less on its own merits, and ensuring that you hit the Stations of the Canon and show how your version mirrors or diverges from them.”
Yes, exactly. While some What-If issues did focus on retelling a single story with a change, my memory is that most of them made a point of then at least moving down the years showing what other effects the change would have. True, some of these tended to be emphasizing how *little* would change (Peter Parker is always going to have miserable luck and accept great responsibility, for example), a lot of them would touch on many big changes…and if a lot of them ended up with “then everybody died,” well. Here we get a lot of “not much changed” with a dollop of a huge change that doesn’t get followed up on at all.
Now, it’s entirely possible that this is because they’ve got plans to revisit this particular alternate–I’ve heard rumors of that. It’s also likely true that shoehorning in Uatu’s usual monologue where he summarizes the downstream changes would have made the pacing a lot worse. I’m happily looking forward to seeing how future episodes do on this front.
@3 and @12
Carter is actually just a bit more powered up by the serum: She got the full dose, while Rogers was missing the one stolen by the HYDRA spy. Combined with her already knowing how to fight and she had much less of a learning curve.
I loved the first episode and would love an episode with Steve and Bucky being somehow involved with the founding of Shield.
@19 – What missing vial? It’s been a while since I’ve seen the movie, but the spy doesn’t make his move until after Steve goes through with the procedure.
Just another note on the voice acting front let’s not forget the superb Toby Jones is the voice of Dobby in Harry Potter and you don’t get much better than that (unless you are Andy Serkis)
I Would like to see an Armin Zola series or one off film, animated or live action, as he builds Hydra within Shield.. it would be a bit dark though as those final few chilling seconds of Agent Carter season one showed.
Just going to chime in and say I loved this. I wasn’t truly certain I was going to dig the alternate history stuff that was promised, but this one just absolutely nailed so many things on so many fronts from me. And
THE SWORD
I don’t know why, but that just seemed absolutely perfect in the moment.
Also thought the script and animation for Steve was really fantastic in their first 1-on-1 after the serum experiment. They walked this line for Steve being like 95% completely supportive of Peggy (and the other 5% was that universe’s “What if… I’d been able to complete it?”). It was seriously nuanced in expression, script, and execution. That every so gentle twinge of jealousy and then a firm mental stomp on it saying that that was an unworthy consideration for Steve. *chef kiss*
LOVED this, it’s a great start and I look forward to seeing more. My only beef is that I kept getting distracted by Red Skull’s evil Disney castle. Was that designed after a real location?
I get the feeling that this was NOT a coincidence that this was the series they decided to air right after Loki, which means that these What If…? stories are canon, if not to the main MCU timeline, then to their own universe, and DS:MoM may end up tapping into some of these alternate realms.
Colonel Flynn spends the next 15 minutes growling “But she’s a girl!” which gets kind of tiresome”
Yeah .. I actually couldn’t get past it .. but I will try again based on your review .. as someone who was actually around almost way back then, NO man who made it to the rank of General Officer spoke or even thought like a member of a Secret Boys-Only Treehouse fort. Ugh ..
It was fun! I’m honestly fine with just kicking back and watching something that doesn’t have a bunch of stuff for me to unpack (even if WandaVision will forever be number 1 in my heart) – agreed on the points already mentioned. Carter’s gleeful embrace of her powers was fun to watch, and I also love seeing how Peggy and Steve’s mutual love and respect is always there despite the changing circumstances; they build each other up and that’s always nice to see.
I do wonder if the other episodes will continue to build on this future; a future with no Winter Soldier, for example. And does HYDRA end up infiltrating SHIELD in this universe, for example, or are they just defeated here?
@27/Lisamarie: ” And does HYDRA end up infiltrating SHIELD in this universe, for example, or are they just defeated here?”
Well, as they say, “Cut off one head and two more spring up in its place.” (Though I wish they’d make up their mind whether their symbolism is built around a multi-headed hydra or a multi-armed octopus.) As we saw in (the questionably canonical) Agents of SHIELD, there were various side factions of HYDRA that kept the organization going every time one branch of it was defeated. And even in The Falcon and the Winter Soldier, though HYDRA does not appear, there’s still concern about the possibility that it might resurface even post-Blip.
Not to mention that Zola’s infiltration of the SSR/SHIELD began as a result of Operation Paperclip, the (real-life) American strategy to recruit German scientists to work for us before the Soviets got them. And I’m pretty sure Zola was captured here much the same as in the “Prime” MCU (or are we calling it the Sacred Timeline?). So that would probably still have happened.
Indeed, I wouldn’t be surprised if the sequel next season explores how Captain Carter dealt with the events of The Winter Soldier as well as The Avengers. Although it would be different since there’s no actual Winter Soldier, or at least it wouldn’t be Bucky Barnes.
Yeah, I was figuring it wouldn’t be quite that easy ;) Although I suppose it’s possible in this timeline they did a better job of rooting them out, but I wouldn’t assume that.
One thing that is somewhat interesting (although potentially not relevant to HYDRA’s fate) is that I was reminded through some other reading that in the ‘original’ timeline, HYDRA had found the tesseract much earlier (before the serum experiment, and already had used it for weapons), but here, for whatever reason, they don’t find it until later.
This isn’t really related to Peggy’s decision but it’s another interesting potential change. I also don’t recall exactly how long the Tesseract was lost when Steve crashed into the ocean (the wiki I checked just says “Following Schmidt’s defeat at the hands of Captain America in 1945, the Tesseract fell into Arctic waters, where it was recovered by Howard Stark. The Tesseract was then kept at Camp Lehigh in New Jersey, where it remained until at least 1970”), but here we already know Howard is experimenting with it right now and devising early suits.
Apologies- (1) really liked the article, and thank you.
quibble: (2) nothing with[out] Steve inside of it?
I may be missing something though.