What If…? Season 3, Episode 5 Fixes the Series’ Biggest Mistake

The following contains spoilers from What If…? Season 3, Episode 5, “What If…the Emergence Destroyed the Earth?” now streaming on Disney+.

The majority of What If…? episodes often present fun variations of familiar Marvel Cinematic Universe characters in different situations. This season’s fifth episode, “What If… the Emergence Destroyed the Earth?,” is not one of those. Here, Riri Williams and a resistance group go up against Mysterio on a decimated planet, and she moves the Watcher to do something he hasn’t before. Plus, after years of being ignored, the events of Eternals and the fossilized corpse of a Celestial in the ocean are becoming very important. Previously, What If…? Season 3, Episode 2 dealt with Agatha stopping Tiamut and taking its power. Captain America: Brave New World centers on adamantium being discovered on the Celestial’s remains, and President Thunderbolt Ross’s interest in it.

What If…? now offers a look at what would have happened if the Celestial had been born as planned, destroying the planet in the process. Surely, defying all known physics, humanity isn’t immediately killed. While the planet broke apart, the atmosphere remains around floating continent-sized islands and clouds of geological and manmade detritus drifting between them. What’s left of society is run by a horrifying version of Quentin Beck, who gained control of Stark Resources. Save perhaps for the one populated by zombies, this is the most hopeless reality What If…? has introduced — and that’s the point.

What If…? Season 3, Episode 5 Shows That Riri Williams Is Destined for Heroism

The Episode Proved That She Has What It Takes to Lead the MCU’s Future

Ahead of the Iron Man-inspired Ironheart series, What If…? reintroduces Riri Williams more than two years after her debut in Black Panther: Wakanda Forever. No slouch when Earth is at full strength, in this horrific timeline, Riri is surely the most intelligent human being still alive because almost every other genius is dead. Through the Watcher’s narration, viewers learn not only is she the only person who can save what’s left of humanity, he’s seen this particular scenario play out many times before. The weariness with which he explains this is arguably the most crucial part of the episode.

In Wakanda Forever, Riri gets to be a carefree and excited superhero working with Shuri and the others. This iteration of the character has nothing to be happy about, and she finds no joy in becoming a superhero. Hers is a desperate struggle to survive. Even if she is successful in dismantling the despotic regime of the Iron Federation, there is little hope that life will get better. It’s enough to make viewers wonder if her battle against Mysterio is even worth all the effort. Again, this is what the What If…? that the storytellers want people to ask.

“In every variation of this universe, Riri Williams is its last, best hope, but in every one I’ve watched, no matter how hard she fights and how long she struggles, she always fails. Always,” The Watcher in narration.

After conquering the Vision and using his “parts” to make a more powerful suit of armor, Mysterio is still able to defeat Riri. However, her determination and spirit inspires the Watcher to break his vow of non-interference. He simply offers her words of encouragement, but that’s all Riri needs to turn the tide. It’s a small thing on the surface, but it’s enough to change the natural order of this timeline. That this world is doomed regardless doesn’t matter; what’s integral to this episode is getting to the core of what makes Marvel heroes tick. Riri fights to save humanity because she’s the only one who can, and the Watcher helps her for the same reason.

What If…? Season 3, Episode 5 Creates the Most Terrifying Version of Mysterio Outside the Comics

The Episode Shows That the MCU Killed the Villain Too Early

One reason What If…? as an animated series is great is that it means Marvel doesn’t have to ask Sony’s permission to use Spider-Man characters. Thanks to this, What If…? is able to present one the most terrifying version of Mysterio outside select comics. Here, he is effectively a cyborg, ancient and withered, plugged into his technology and powering it with his lifeforce. Mysterio keeps control of this reality with Stark technology, the Vision synthezoid and, of course, illusions, this time powered by nanotechnology instead of drones and acting.

Riri begins the episode hopelessly outmatched, but she’s joined by the last vestiges of a resistance group. The lone superhero finding allies is a common trope in superhero storytelling, but What If…? heartbreakingly subverts that. Riri is not empowered by these new friends, nor does she like them very much. In fact, when they all die at the end, she is overwrought not from loss but rather guilt that she led them to their deaths. As if this weren’t bleak enough, Mysterio taunts her as he finishes her off.

This version of Mysterio is decidedly scarier than his live-action counterpart in Spider-Man: Far From Home. Since Mysterio presumably died in Spider-Man’s second MCU movie, What If…? shows the live-action movies may have truly wasted the character. It was important that Riri be determined, driven and capable, because viewers grew to believe she could beat him, despite the Watcher’s declaration she never does. When he ultimately overpowers her, viewers feel the shock and sadness as profoundly as Riri does herself. It also helps explain why the Watcher intervenes.

What If… ? Season 3, Episode 5 Reveals the Watcher’s Hidden Depths

The Episode’s Best Character Arc Came Too Late Into the Series

“When you’ve seen as many wars as I have, you get used to it. The hard part is watching worlds fall that don’t need to, because a hero can no longer rise to meet their moment,” The Watcher in narration.

While the Watcher does help Riri in those final moments because he is the only one who can, it doesn’t happen right away. First, he turns away from her, unable to bear watching this story play out once more. He then thinks better of it, turning back to give her words of encouragement. Again, even if Riri wins, this version of Earth likely doesn’t have long to survive. Viewers may legitimately wonder why, of all the realities he’s seen and chose to leave alone, he breaks his oath here.

It’s not just that Riri is inspiring, though she is. Rather, as the narration makes clear, the burden of observation is getting to him. In What If…? Season 1, the Watcher intervenes, but he has good reason, since the entire multiverse was at risk. What makes this intervention important is he does so in a reality where it doesn’t even seem to matter. Knowing the multiverse is infinite, this doomed reality doesn’t seem all that important. There could even be an alternate version of this reality where Riri wins and saves the day. However, this Earth is important to him.

Yet, if this episode of What If…? has a larger message, it’s that everyone is important. The Watcher helps Riri because that’s what heroes do. There is no justification, other than compassion. This recontextualizes all the narration viewers have heard thus far. Beyond simple exposition, it develops the Watcher as his own character. The revelation that other Watchers exist is the most intriguing part of the episode. The implication now is that the final episodes of What If…? will finally show viewers more about him and his people.

In the comics, the “What If… ?” issues can be bleak and dire, showing destruction and death that Marvel’s mainlinemain continuity wouldn’t allow. This is why some feel What If…? never achieved its full potential, since most of the episodes are fun escapist romps with familiar faces rather than truly subversive alternate scenarios. “What If… the Emergence Destroyed the Earth?,” on the other hand, is one of the show’s bleakest episodes yet. It’s also the perfect time for the Watcher to become more active and force his fellows to reveal themselves. It’s just a shame the series waited until it’s final three episodes to do it.

What If…? debuts new episodes daily through Dec. 29, 2024 on Disney+.