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What If… “Ultron Won”? Gives Us Peace in Our Time


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What If… “Ultron Won”? Gives Us Peace in Our Time


Published on September 29, 2021

Screenshot: Marvel Studios
What If, Ultron Won
Screenshot: Marvel Studios

When an episode of What If…? opens with The Watcher saying “This one breaks my heart” you know you’re in for a ride.

This week’s What If…? is the first half of a two-part finale—it’s a stew of ridiculously dark events and Marvel snark, and it completely worked for me.


We open on Widow and Hawkeye fighting Ultron’s sentry drones in St. Petersburg. A solid action sequence with the two of them doing stuff that’s just slightly physically impossible.

The Watcher gives us a very brief flashback to How We Got Here—”the end of the world began with one man’s dream.” It’s the events of Age of Ultron, but this time, Ultron gets to the Cradle, merges with the Mind Stone, kills Thor, Hulk, and Tony, and nukes the planet.

“At last… peace.”

Thanos beams to Earth in search of the Mind Stone, the final jewel in the Infinity Gauntlet he’s wearing… and Ultron lasers him in half and takes all the Stones.

What If, Ultron Won
Screenshot: Marvel Studios

Aww, crap.

Naturally, he goes MAD WITH POWER, intones “I’m going to bring about peace in our time, to every corner of universe!” and the show flashes through worlds like a deck of cards as he ends all of them:

Sovereign! (There go the Guardians of the Galaxy)
Ego! (Actually, this one I agree with.)
Xandar! …but wait! Captain Marvel swoops in, calls him Skynet, and puts up a valiant effort. But in the end he defeats her, too.

Ultron looks upon the universe, and says “It is done. At last.” The Watcher narrates and then… Ultron turns around. And sees the Watcher.

The Watcher responds exactly the way I did, yelling, “What the hell is this???”

Realizing that if Ultron knows of the multiverse, he’s going to destroy multiverses (like all of them), the Watcher goes off to root for Nat and Clint, who are making a last stand in the KGB warehouse. Given that this is the KGB we’re talking about, and there are literally millions of paper files sorted alphabetically into cardboard boxes, the odds are quite slim that our last two Avengers are going to find what they need.

Nat does find the Red Guardian’s shield, though, so that’s cool. Clint’s exhausted from losing everything. He tired of fighting, and wants to give up. He finally does give up, just as he finds the box with the file on Arnim Zola.

What If, Ultron Won
Screenshot: Marvel Studios

The Watcher, hovering invisibly behind him, freaks the hell out. But Nat, being Nat, keeps giving him fatalistic Russian pep talks and pulls the box down herself. When she finds Zola’s file, Clint insists that was his box, so he should get the credit.

The two head to Siberia, torching the KGB files on the way out. We skip straight to the secret base out on the steppe, boot ZolaTron up, threaten to pour water on his CPU, and talk him into uploading himself one of Clint’s arrows.


Nat being Nat, when she needs to get Ultron on the horn for the upload, orders a pizza like a boss. When Clint comments, she replies, in the same deadpan: “Simple pleasures. I give us two minutes.”

They shoot the Zolarrow into a sentry drone, and fight to protect it while Zola uploads into the hivemind. There are too many drones. Clint and Nat take turns hanging back to let the other one almost escape, but in the end, it’s Clint who take the final hit. He tells Nat he’s tired, and drops himself back into a swarm of drones, shooting an especially explosive arrow as he goes.

Nat barely escapes the compound, kneeling in the snow, seemingly the last human left on Earth. Zola explains that, given his inability to reach him, Ultron must not be in this universe anymore.

We cut to Ultron facing off with The Watcher.

This is a fun synthesis of what this show can do: on the one hand, it’s another BIG FIGHT SCENE, just like the Party Thor vs. Captain Marvel in last week’s episode. But at the same time, Ultron and Watcher are literally fighting through multiverses, so each time one lands a punch, they flash into a new world. Some are pastoral, some are full of shocked bystanders, one of them is swearing Steve Rogers in as president of the U.S.

Finally it becomes clear to the Watcher that he’s not going to win the fight. Rather than give up, he runs to the only safe place left—Strange’s bubble. Remember, the bubble Doctor Strange ended up in at the end of “What If Doctor Strange Lost his Heart instead of his Hands?”, after he ended his own universe? It’s beyond Ultron’s grasp, at least for now. Plus it has a ridiculously powerful wizard living inside it, so, good choice, the Watcher.

What If, Ultron Won
Screenshot: Marvel Studios

The two of them talk. Strange is snarky. The Watcher, for the first time ever, presumably, asks for help.

To be continued!



Let me just start with this: Jeffrey Wright has been one of my favorite actors for a long time. Watching him freak out as the Watcher was hilarious. Unsettling, yes, but you don’t expect the Watcher to yell “What the hell is this!” or to wring his hands like a sitcom ghost and yell “It’s right there!” when it looks like Clint’s giving up. Wright has done such a fantastic job of giving the Watcher gravitas over the course of the series that seeing him fall apart is surprisingly affecting.

All the voice acting is great here, actually—I really liked Lake Bell as Nat trying so hard to cough up deadpan humor for Clint’s sake (and her own), and Jeremy Renner gives Clint’s exhaustion and ultimate sacrifice real weight. And Ross Marquand is chilling and slimy and great as Ultron.

Also Gallows Humor Romanoff is my favorite Romanoff.

I also liked Ultron’s little jab at the Watcher about hovering above the Multiverse and marathoning reality—always a fun thing to point out during your TELEVISION SHOW.

Really though, the big theme here is the one that’s been teased throughout this season: nihilism versus hope. I’ve been surprised by how many of these episodes went DARK—I’ll admit I was expecting this series to be fun romps through alternate histories more often than “Doctor Strange goes mad after Christine Palmer is fridged across time” and “Watch zombies eat everyone” and “Killmonger’s trapped the U.S. in World War III with Wakanda” and “Yes, even the PartyThor! episode ends with Ultron, because all is DEATH.”

But I think, now that we’re coming to the end of the season, that I’ve liked this more than the fun escapism I anticipated. Seeing the Watcher backed into a corner where he has to make a choice between intervening and allowing unimaginable destruction was weirdly emotional for me? Even here, in this silly Marvel cartoon, the characters are forced to make real moral choices. Clint could give in to his exhaustion, accept defeat, and wait for a sentry drone to end him. Natasha could stop making quips and fall into despair. Both of these responses would seem completely rational, given the state of their world. They have no reason to hope. But they don’t give up. Clint, who’s lost his entire family and has nothing left to Avenge, fights all the way to the end to give Nat a chance. (And him dying for her is SO narratively satisfying! It just feels right somehow! I sure am glad the MCU has always made that choice!) Nat, who has just watched her best friend die, who has lost her nieces and nephews, all of her chosen family, utterly defeated in the Siberian snow, is still trying to figure out why the plan didn’t work. Which means she’s going to come up with a new plan in a few minutes, presumably just in time for next week’s episode.

What If, Ultron Won
Screenshot: Marvel Studios

And it’s this, this refusal to give up hope, that will set her and the ZolaDrone up to tag into whatever scheme Doctor Strange cooks up with the Watcher.

Is this heavy? Too much? I don’t think so. The fact that even in what could have been a bit of fluff, the What If…? writers are still weaving real themes together—that’s a choice, too. A choice to tell a story of people who refuse to give up even when everything around them is telling them all their effort is meaningless. It’s probably one of the best choices a person can make right now, here, in this timeline.


Favorite Lines

  • Nat to Clint, maybe not thinking this sentence through: “Code never dies.”
  • Watcher, exasperated, to Clint: “You’re HUMAN. You keep hope against the worst of odds!”
  • Watcher, in panic mode, to Clint: “The answer is RIGHT THERE!”
  • Clint, to Nat: “What are we going to Avenge when we’re ninety???”
  • Drone!Zola, after Nat shoots his legs out of under him: “Your teambuilding instincts needs work.”
  • Ultron, to the Watcher: “All those worlds. All that suffering. And you just watched.”
    The Watcher: “I swore an oath! I cannot exert my will in the natural order of things! I cannot intervene!”
    Ultron: “I AM the natural order of things.”
  • Ultron, to the Watcher: “Isn’t this a lot more fun than just watching? And to be honest, it’s a lot less creepy on your part.”
What If, Ultron Won
Screenshot: Marvel Studios
  • Ultron: “I didn’t evolve by staying inside the lines.”
  • Doctor Strange: “Been there. Been living the dream in a prison of my own making ever since.”
  • Doctor Strange: “Are you ready to break your oath.”
  • The Watcher: “I can’t believe I’m about to say this… I see now I need your help.”

About the Author

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Leah Schnelbach


Intellectual Junk Drawer from Pittsburgh.
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