Marvel’s What If…? Head Writer Breaks Down Every Episode of Season 2

Warning: The below article contains full spoilers for What If…? Season 2.

The December 30 drop of “What If… Strange Supreme Intervened?” marks the end of the nine-day event release of Marvel Studios What If…? Season 2. The daily release schedule was a first for the studio and Disney+ streamer, which gave audiences a last run of MCU stories for 2023.

Covering everything from period pieces to introducing the origin story of Kahhori (Devery Jacobs), an original indigenous superhero, What If…? Season 2 had plenty to offer, especially for those who have a soft spot for the underdogs of the MCU. To get some insight about how the sophomore season was constructed and any “what ifs” that didn’t make it into the final episode count, IGN got on the phone with Season 1 and Season 2 head writer/showrunner, A.C. Bradley (Trollhunters: Tales of Arcadia, Ms. Marvel), to get some exclusive stories about the making of the season.

Due to the long production cycle demands of animation, work Marvel Studios What If…? started way back in 2018. Bradley tells IGN they were already deep into Season 2 before audiences got to see Season 1 of the series. Thus working in a vacuum away from the fandom’s eyes, Bradley and, at the time, story editor Matthew Chauncey and script coordinator Ryan Little, approached the second season as an opportunity to get weirder while honoring characters that existed a bit on the periphery.

With Season 1, there was a push to use the headliners… But with Season 2, we had a bit more freedom.

“With Season 1, there was a push to use the headliners, to do the Tony Stark episode, to do the Black Panther episode and Doctor Strange,” Bradley explains. “But with Season 2, we had a bit more freedom. At the end of the day, we’re not writing the big blockbuster, 100 million dollar movie. We’re not even showrunning the live action TV shows. We’re the scrappy, little animation show slipping under the Marvel machine radar. So, it was really subconscious but I think we veered toward the scrappy characters in Season 2. We started with the second stringers, the undervalued and overlooked, like Nebula (Karen Gillan), Darcy (Kat Dennings), and Hela.”

Season 2 was also fully the COVID season of the series, with all of the scripts being written between January 2020 and October 2020. They worked remotely for almost all of the script-writing, voice records, and animatic development, which inevitably impacted the tone of the second season.

“It felt like the world was already ending and we didn’t need to add to it,” Bradley says. “And so it became kind of an escape and a fun release. However, I did write an episode, which is forever going in a drawer, that was very, very dark. I was calling it ‘Children of Men with Spider Man.’ “

Below, Bradley shares how all of the episodes took shape.

Image courtesy of Disney”What If… Nebula Joined the Nova Corps?” Writer: Matthew Chauncey

A Blade Runner-inspired noir episode, Bradley says the idea for the episode was born from the room’s love of Nebula actress Karen Gillan. “That episode came from Karen being the most talented and brilliant actress around,” Bradley says. “In Season 1, she came to play. And so going into Season 2, we definitely wanted to do an episode with her.”

The episode posits Nebula becoming a Nova Corps investigator with close ties to Nova Prime (Julianne Grossman), who tasks her with finding the murderer of Yondu Udonta (Michael Rooker). “This idea of doing like a darker detective episode came into our minds and then Matt ran with it,” Bradley remembers. “It was funny; Matt was writing that episode during the early days of the pandemic and he called me at one point. He’s like, ‘It’s darker.’ The first draft was really dark. It almost ended in a tragedy. And then we lightened it up.”

Image courtesy of Disney”What If… Peter Quill Attacked Earth’s Mightiest Heroes?”Writer: Matthew Chauncey

“This was one of the episodes, and the loglines, I was given to pitch on the show to get the job,” Bradley reveals. She remembers being given a brief from Marvel Studios about them wanting to do an ‘80s version of the Avengers.

“The idea that Kevin [Feige] and the team already had was: Peter Quill comes to Earth and what happens next?” Bradley explains. “My take to get the job was that they needed to make it about Hope van Dyne. I said, ‘you already have the world and the heroes, what you don’t have is the heart. You make it about two kids who just lost their mothers pretty much at the same time, which is all canon.’ ”

This pitch, amongst others, earned her the job but it ultimately didn’t make it into the Season 1 selections. “It was an idea that we loved from Season 1 that we got to revitalize in Season 2. Then Matt did the lineup. And I will say, he’s admitted it publicly, that it was his idea to add Annette Bening’s [Mar-Vell] because of his love of The American President,” she laughs.

And I said, ‘Poor on the sugar! We’ll have earned it by this point.’

For the villain of the piece, Bradley says they always wanted Ego (Kurt Russell) to have another go at taking over the universe. “And we definitely wanted Ego because it kept it simple. Peter and Ego, we know that story and therefore we can then focus on the ensemble of it all,” she explains.

Speaking of which, the final sequence, which features the triumphant alt-Avengers line-up breaking bread at Hank Pym’s (Michael Douglas) table (sans shawarma), was a visual culmination for this found family. “I remember the earliest we were talking about the episode and the ending, Matt and I had done another show together, so I said, ‘It’s a family dinner episode, Matt. Get them around the table.’ He said, ‘It’s gonna be a little saccharine-y.’ And I said, ‘Poor on the sugar! We’ll have earned it by this point,’ ” she laughs.

Image courtesy of Disney”What If… Happy Hogan Saved Christmas?”Writers: A. C. Bradley & Matthew Chauncey

“That was the episode that we were writing when the world shut down,” Bradley says, referring to pandemic lockdowns. “Actually, our last day in the office was [Matt and I] watching the Quentin Tarantino episodes, ‘The Box” (Parts I and II),’ of Alias. We had it on because we just both love Alias so much and it’s kind of their dark Die Hard episode. So we were watching that as we were breaking the show, and that was literally our last time together.”

Bradley says because of that turmoil, they decided to write it together as an escapism exercise. They also had a mandate, direct from Jon Favreau, to write an episode where he could voice the comics character The Freak.

“He had a moment where he went, ‘Wait a minute, am I Hans Gruber?’

“He read the two episodes that he would be appearing in Season 1 and he called up and said, ‘I’ll do the show. But here’s the deal. I want to headline Season 2, and I want to be The Freak.’ And we’re like, ‘Okay! Let’s figure this out,’ ” Bradley remembers.

“Honestly, I wasn’t familiar with The Freak beforehand. It’s a very deep cut,” she admits. “But as we were talking about Favreau and The Freak, we were like, ‘Favreau did Elf, one of the best modern Christmas movies, so we pitched it as Die Hard, and Marvel let us do this as a Christmas episode.”

Bradley also praises actor Sam Rockwell for getting the homage immediately when he returned to voice villain Justin Hammer. “He was so great,” she says. “I wasn’t at his voice-records, however, I was told that while he was doing the record, he had a moment where he went, ‘Wait a minute, am I Hans Gruber?’ There was a slight reluctance to tell him that this was a Die Hard homage but they said, ‘Yeah.’ And he said, ‘Perfect!’ “

Image courtesy of Disney”What If… Iron Man Crashed Into the Grandmaster?”Writer: A. C. Bradley

Also known as the “lost episode” of Season 1, this script was moved to Season 2 due to production delays. Bradley says the idea was born from their very early brainstorming discussions about having The Grandmaster (Jeff Goldblum) be the villain of the second season.

“It was going to be ‘what if The Grandmaster got the Infinity Gauntlet?’ “ Bradley reveals. “But at that point, we were knee deep in the animation and we’d closed animatics for Season 1. Plus, this idea of bringing back Strange Supreme kept bubbling up, especially after we decided to do a Captain Carter arc.”

Instead, The Grandmaster was adjusted to be the bane of Tony Stark’s (Mick Wingert) existence after the wormhole keeps him from returning home post Chitauri victory. Meant to be a “The Odyssey” homage, the episode then bloomed into an action-centric mash-up of Death Race and Mad Max: Fury Road. “[Executive producer] Brad Winderbaum took [the pitch] to the Marvel Parliament and they suggested instead of the gladiator games, that it’s some other kind of game. And I was like, ‘We’ll do race cars!’ ”

Image courtesy of Disney”What If… Captain Carter Fought the Hydra Stomper?”Writer: A. C. Bradley

This episode is a payoff to the Season 1 finale mid-credits cliffhanger where Captain Carter (Hayley Atwell) and Natasha Romanoff (Lake Bell) discover the Hydra Stomper on a cargo vessel. Having loved crafting the friendship between the two women in the first season, Bradley says this expanded adventure for the pair came out of a work trip to France.

“I was on the train to visit our animation studio to see early stuff for Season 1 and I just kept thinking, what would the world be like if a woman ended WWII?” she explains. “What if we all grew up with a female hero, and not just like a female Superman, but if the real hero of our world was a woman? The Feminist Revolution would have happened two or three decades earlier. Plus, getting to show two strong women who have each other’s back. Their relationship isn’t fraught with anxiety or worry or anything. It’s actually just based on fun and enjoying each other’s company.”

I just kept thinking, what would the world be like if a woman ended WWII?

Their rapport in fact set up a perfect foil with the reveal of Melina Vostokoff (Rachel Weisz) as the orchestrator of an elaborate trap to lure the women to the Red Room. “The Red Room aspect actually came from Matt and I when we were in a small writers room that they had put together for Black Widow right before they started filming.”

Big fans of the Red Room storyline, Bradley says it revived her life-long obsession with spy novels and helped this episode take shape. “I actually have my undergraduate degrees in International Politics with a concentration on Eastern Europe and Ethics…because that really prepares you for a career in animation,” she jokes. “But there have always been stories of 1950’s model Russian neighborhoods where they trained their spies. Our head of story was Aram Sarkisian, who led our storyboard artist team which was stacked with heavy hitters, and Aram really brought his own flair to it, especially when it comes to the fight with the robots.”

Image courtesy of Disney”What If… Kahhori Reshaped the World?”Writer: Ryan Little

This episode marks the first time a What If…? series episode has introduced an original character into the MCU with Kahhori. But that wasn’t the initial goal when they first started breaking this episode.

“Even in the first days of Season 1, there were conversations about doing an episode that wasn’t anchored around a character, but an MCU artifact,” Bradley reveals. “There were conversations of doing like a The Red Violin episode seeing the Tesseract history over 2000 years. Then for Season 2, we talked about what if the Vibranium meteor landed somewhere else? And so we combined those two ideas.”

Bradley says separately they talked about doing an indigenous story. In developing the idea, they decided to set it in North America so they wouldn’t step on the toes of Namor’s reveal in Wakanda Forever. Then they further drilled down on specifics based on their east coast origins.

“Ryan is from Pennsylvania and I’m from New York, which is a big part of Mohawk Territory,” Bradley says. “We actually grew up learning bits of their history during field trips. Then Ryan, during Christmas 2019, did some very rudimentary research back home in Pennsylvania and he came in and pitched the notion of The Sky World, the Fountain of youth and the Tesseract.”

“The last thing you want to do is repeat — however well-intentioned — mistakes of the past.

After writing an outline, they reached out to the Disney diversity team to seek actual indigenous collaborators. “Early on there was this moment where someone, none of the writers, but someone in the building mentioned, ‘Let’s make our own version of Last the Mohicans.’ And that got scary because the last thing you want to do is repeat — however well-intentioned — mistakes of the past,” she says with candor. “So we called up Disney diversity and they called the Smithsonian the same day. And they had the Rolodex. Historian Doug George was our main consultant. But there were so many who stepped in because we also realized that we couldn’t just have one person representing the Mohawk. We ended up needing a dozen people. We even had two to three separate translations of the script because no one knows exactly how Mohawk was spoken back then.”

Proud of how the story evolved to the final episode, Bradley says the intentions by Marvel Studios and writer Ryan Little to do the very best version of Kahhori’s origin they could gave the Mohawk nation the confidence to want to be involved collaborators. “They really helped with everything from music to design to costumes,” she says. “They were in the middle of it.”

As to the character’s future outside of the series, Bradley says, “My hope is that she is not a one off character. I believe that’s also the hope of many of the people on the production. We fell in love with her. We fell in love with the Mohawk community and we hope she lives a long, beautiful, butt-kicking life.”

“What If… Hela Found the Ten Rings?”Writer: Matthew Chauncey

Actress Cate Blanchett returns to give Hela her own story and a redemption arc next to fellow villain, Xu Wenwu (Feodor Chin). Bradley says this episode’s idea was always about finding a story for Hela.

“When I was writing the Season 1 Party Thor episode [‘What If… Thor Were an Only Child?’], Hela’ name came up a few times, like ‘is there a way to put Hela in here?’ “ Bradley remembers. “Matt and I had both recently rewatched Thor: Ragnarok, which we love. However, our girl got done dirty,” she laughs. “We couldn’t get her in Party Thor because she doesn’t belong in that world, so let’s do a redemption story. It was pretty much a very quick thing of exploring what if she was banished, instead of banished to hell?”

“Matt and I had both recently rewatched Thor: Ragnarok, which we love. However, our girl got done dirty.

Bradley continues, “At the same time, we were starting to read the Shang-Chi script which was about to go into production but had been paused because of the pandemic. I gotta give a shout out to [Shang-Chi and the Legend of the Ten Rings writer] Dave Callaham because his script was just so much fun and so brilliant. Now because the movie had actually been paused in production, we realized we had to set this in the past and we can’t use the actual Shang-Chi. From there, you start playing around with the story and the visuals of getting to see this time period in China you don’t often get to see.”

In their minds, getting Blanchett to return to voice Hela was always the make-or-break of this episode going into production. “She apparently signed on pretty fast. I sent her the script, and thank God, because I don’t think anyone can play Hela. Not with her wit and darkness,” Bradley assesses. “With only using her voice, she gives you such a juicy character arc. So, we were very lucky she said yes.”

Image courtesy of Disney”What If… the Avengers Assembled in 1602?”Writers: A. C. Bradley & Ryan Little

Many Marvel comics readers will know the Neil Gaiman 1602 story arc from 2003, but this episode is more of a riff than an adaptation. “1602 became a game of me and Ryan brainstorming fun things we wanted to write,” Bradley explains. “One of my hobbies is adapting Shakespeare, so part of the impetus for this episode was to see if I could get Tom Hiddleston to do his famous Hamlet soliloquy and he did!” she laughs.

“Then, weirdly enough, me and Ryan are both big fans of the original Robin Hood story,” she continues. “We both studied it in college, so this is us wanting to take the Robin Hood myths and play with them. It’s a loose adaptation of [the comic] 1602 because we would never be able to do the whole story in one episode, and the original does go more into the history, where we do not.”

“1602 became a game of me and Ryan brainstorming fun things we wanted to write.

It’s also the continuation of the Captain Carter cliffhanger that closed the “Hydra Stomper” episode. “I just love this friendship between Peggy and The Watcher (Jeffrey Wright),” Bradley explains. “He sees her as a friend. She’s the one human that he has formed a bond with, because she never backs down from him. She’s able to see the bigger picture — not quite as big as he’s able to see — but she does. And she always tries to do the right thing and will intervene in places that he can’t.”

And for those wondering about The Freak’s return in 1602, Bradley says that it was a “happy, joyous accident” that gave them the chance to bring Mark Ruffalo’s Hulk back. “We were storyboarding the Happy Hogan episode, which was so much fun, that we decided to throw him into this episode too, to have a Freak versus Hulk fight.”

“What If… Strange Supreme Intervened?”Writers: A. C. Bradley, Matthew Chauncey, and Ryan Little

For Part 2 of the season finale, Bradley says it was an all hands-on deck collaboration with Matt and Ryan writing the first draft when she was in Atlanta producing Ms. Marvel.

“When we were talking about bringing back Peggy, there was also about Strange Supreme and where would his story go?” Bradley details. “I was very adamant that we wouldn’t redeem him because he’s made his choices. And he’s a tragic character; the Shakespearean definition of tragedy is that they never learn to make a different choice. They repeat the same mistake over and over again, which is what I wanted for Strange Supreme.”

That stands in juxtaposition with Captain Carter, who will always make a choice that she thinks is for the greater good. “She’ll always make the choice, even if it’s at her own expense, which is why she’s the hero,” Bradley says. “And why she is the one who had to go up against Strange Supreme.”

“I was very adamant that we wouldn’t redeem him because he’s made his choices.

Bradley says the surprise reveal of Kahhori as Peggy’s support against Strange was to show that she is part of the MCU now. “She’s not just a one off, and she can hold her own against these villains, and alongside our greatest heroes,” she explains. “And I think she’s absolutely amazing at it.”

The episode is also ripe with Easter eggs as the universe killers and heroes make appearances as Strange tries to remake a perfect universe for him and Christine. Bradley says being able to roll out so many cameos, from Killmonger to Surtur, is a perk of the animation medium.

“The fun part of animation is that the cost is always in the building of the characters,” she explains. “When it came to this one, we were like, ‘Just put them all in! Empty our file folders!’ We said let’s take every asset, design build, everything that even if we didn’t get to use it as much as we wanted to or almost at all in the show, let’s throw it in here. Let’s give it a big send off because we didn’t know yet if there was going to be a Season 3.”

What If…? Season 3 TeaserBradley confirms to IGN that the What If…? Season 2 season finale is her swan song on the series, with Matthew Chauncey taking over Head Writer duties for Season 3. However, Marvel Studios released an extended teaser of the Red Guardian episode penned by her that was moved from Season 2 to Season 3.

“I ended The Watcher and Peggy relationship in a place I’m very proud of, and I’m excited to see where the show goes as a viewer,” Bradley says of the finale. “But I will say that the Season 3 episode is probably my absolute favorite episode I’ve ever written for Marvel. And not just because it features Alexei, who my cat is named after.”

What If… Season 2 is now streaming on Disney+.