Warning! This post contains SPOILERS for What If...? Season 3, episode 5What If...? Season 3, episode 5 features a very dark alternate version of the MCU, with an ending even The Watcher finds hard to watch. Starring Riri Williams as one of this timeline"s very last heroes, it"s all she can do to keep fighting back against the dark forces that have taken over a literally broken world. However, the ending features a major twist, one that could have dire consequences beyond this lone reality.
Unlike Darcy and Howard the Duck"s wacky adventure seen in What If...? Season 3, episode 4, this new episode is far more serious, set in a dystopian version of the MCU where the Emergence that was prevented in 2021"s Eternals was successful, resulting in a broken planet where one Marvel villain in particular was able to seize power in the aftermath. To that end, here"s our breakdown of What If...? Season 3, episode 5, the surprise ending explained, and the biggest Easter eggs and references we found throughout the new episode.
What If...? Season 3 Episode 5 Spoilers & Key Story Takeaways "What If…The Emergence Destroyed The Earth?" Close

• Uatu reveals Riri Williams" Ironheart is the last best hope in every variation of this dark new reality, but that she fails every single time.
• Riri meets with Sharon Carter"s Power Broker who sells her an easy bake oven which will help her build a new weapon.
• Attacked by White Vision and a collection of Iron Legionaries (though some are only holograms), Riri is rescued by "The Resistance": General Ming Nan, Okoye, Wong, and Valkyrie.
• Uatu reveals that Tiamut emerged well before the Eternals could come together to stop it, breaking the Earth in the process.
• Mysterio used the chaos to take over Stark Industries and rule the world using his hologram tech and the Iron Legion, creating the new Iron Federation led by his enforcer, White Vision.
• Nearing his final days, Mysterio wanted to ensure the Resistance fell before he did, sending White Vision to annihilate them before he died.
• With the Resistance"s help, Riri builds her weapon and kills White Vision, though she and those who saved her are the only members of the Alliance left.
• Turning White Vision"s synthezoid body into a new suit, Riri becomes half-human and half-synthezoid, allowing her to see through Mysterio"s illusions (temporarily).
• Mysterio ultimately gains the upper hand after killing the last of the Resistance and nearly kills Riri, wanting to take her suit to prolong his life.
• Uatu intervenes, encouraging Riri to keep fighting. Riri stands up and phases through Mysterio, taking his nanites and defeating the dystopian dictator before generating a giant Avengers symbol in the sky to bring hope to those who still live on the broken Earth.
• A trio of Watchers witnesses Uatu breaking his oath yet again, and they all agree that they must now watch The Watcher going forward.

How Ironheart Defeated Mysterio Explained (And Why The Watcher Got Involved...) Close Even with her new suit made from White Vision"s parts turning her into a half-human, half-synthezoid hybrid, Riri"s spirit was broken by Mysterio with the reveal that he"d murdered her friends in the Resistance. Unable to keep fighting any longer, it"s Uatu who reveals that Ironheart"s spirit is always broken and Mysterio always emerges the victor every single time he watches across all variations of this reality. However, Uatu decides to break his oath, encouraging Riri to keep fighting and rise up, massively altering this reality"s entire fate.
Related What If Season 3 Cast & Character Guide What If…? returns for its final season with an enormous cast of characters plucked from every disparate corner of the constantly expanding MCU.
Posts Hearing Uatu"s words, Riri stands for one last push, phasing through Mysterio"s body and taking all the nanites that had been keeping him alive. Flying up into Earth"s orbit, Riri generates a massive Avengers symbol for all to see as Uatu watches on. However, the surprise twist is that Uatu is being watched by a triumvirate of Watchers known as the Eminence, Incarnate, and The Executioner. Displeased that Uatu has broken his oath once again, the trio agrees to keep watching their fellow Watcher, suggesting that he may soon face the consequences of his interventions.
What If...? Season 3 Episode 5's Biggest Easter Eggs and References Multiple Connections Is This Dark New MCU Reality Close There are a handful of MCU references, Easter eggs, and appearances in What If...? Season 3, episode 5. Here are all the biggest ones we found in this dark new reality:

• Iron Legion—First seen in Avengers: Age of Ultron, Tony Stark created the Iron Legion to assist the Avengers. However, in this reality, Mysterio co-opts the drones to serve as his Iron Federation after he takes over Stark Industries.
• Sharon Carter"s Power Broker - Her dark turn having been revealed in Falcon and the Winter Soldier, Sharon Carter is still the Power Broker in this reality, shown selling Riri an easy bake oven to use for her weapon. As such, it"s a good sign Sharon may soon return to the live-action MCU.
• An Alternate White Vision - It seems Vision was similarly killed and repurposed into a White Vision in this reality, just like in the main MCU as seen in WandaVision before the Vision Wanda created shared his memories with him.
• Love and Thunder"s Asgardian Skiff - The Resistance is shown saving Riri and bringing her aboard an Asgardian skiff, the same one seen in Thor: Love and Thunder (minus the giant screaming goats).
• Casper The Friendly Ghost - Fighting White Vision to buy Riri time to build her weapon, Wong refers to the synthezoid as "Casper", a reference to the classic friendly ghost character.
• Ultimate Mysterio - Mysterio"s new look in What If...? Season 3, episode 5 does carry some resemblance the comics" Ultimate Mysterio, the same variant who brought Earth-616"s Peter Parker and Earth-1610"s Miles Morales together for the very first time on the page.
• Master of Illusions - As he dies, Mysterio refers to himself as "The Master of Illusions." This is the same moniker the villain calls himself in the comics as well.
• A Trio of Watchers - This new trio of Watchers could very well be the same three Watchers first shown in Guardians of the Galaxy Vol. 2, seen listening to the stories of Stan Lee.

New episodes of What If...? Season 3 are releasing daily at 3amET/12amPT on Disney+.
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6/10 29 8.7/10 What If...? What If… ? is an animated anthology series set in the Marvel Cinematic Universe which features fan-favorite characters, including Peggy Carter, T’Challa, Doctor Strange, Killmonger, Thor, and more. The new series, directed by Bryan Andrews with AC Bradley as head writer, features signature MCU action with a curious twist. The show sees Uatu the Watcher, an omnipotent being that observes the events of multiple universes from afar as they unfold, unable to interfere. However, things shift when an entity peers beyond the veil, jeopardizing the multiverse. 
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