The following article contains spoilers for What If…? Episode 8.
Throughout most of its first season, What If…? has primarily been an anthology series, with each episode telling a different self-contained story. However, Episode 8 ramps up the stakes by introducing an overarching villain leading into next week’s season finale — and the antagonist in question is one that Marvel fans are sure to recognize.
Episode 8 of What If…?, titled “What If… Ultron Won?”, focuses on the exact premise the title implies. Following up on the cliffhanger ending of last week’s episode, Episode 8 explores exactly how the Infinity Stone-wielding Ultron came to be and what his plans for the multiverse are. And in the process, it provides one of the Marvel Cinematic Universe’s most controversial villains a chance to redeem himself.
RELATED: What If...? Episode 8 Review
Making his comic debut in 1968’s Avengers #55, Ultron has been one of the most iconic foes of Earth’s mightiest heroes for decades. As such, Marvel fans were excited to see the megalomaniacal machine make his first big-screen appearance in Avengers: Age of Ultron — but when the film was released, many viewers found themselves disappointed. Despite coming off as creepy and menacing in his introductory scene, Ultron (voiced by James Spader) fails to be an intimidating presence for the bulk of the film’s runtime. He never comes off as a major physical threat to the heroes, with even Captain America managing to go toe-to-toe with him alone. Despite ostensibly being the Avengers’ greatest challenge yet, Ultron comes off as more of a schemer than a powerhouse, a far cry from his comic counterpart who consistently holds his own against the entire Avengers at once.
Of course, a villain doesn’t necessarily need to be a powerful fighter to be a major threat: just look at Baron Zemo. However, many fans found Ultron’s characterization to be lacking as well. On the one hand, the MCU’s Ultron works well thematically as the manifestation of Tony Stark’s dark side — born from Tony’s obsessive need to protect the world, Ultron takes his creator’s authoritarian tendencies to a murderous extreme. But while this premise works well on paper, it’s undermined by writer and director Joss Whedon’s insistence on playing Ultron for comedy. Whedon’s Ultron fluctuates between a misanthropic philosopher and a scatterbrained wisecracker, with little balance between the two extremes. And though other MCU villains like Vulture, Hela, and Agatha Harkness have managed to balance comedy and menace well, it doesn’t pay off quite as well with Ultron.
But despite Ultron’s controversial depiction under Whedon’s pen — or perhaps because of it — many MCU fans have been clamoring for Ultron to make a comeback. And sure enough, What If…? has granted that wish in a major way. Not only is this variant Ultron (voiced by Invincible’s Ross Marquand) much more consistently threatening than his live-action counterpart, he’s perhaps the single most terrifying force in the entire MCU. As teased in Episode 7, the variant Ultron wields the power of all six Infinity Stones, and he definitely puts them to good use. Episode 8 features a montage of Ultron razing planet after planet, effortlessly wiping out countless civilizations and killing everyone who stands in his way. Even Captain Marvel at full strength is easily dispatched by Ultron’s infinite power.
Of course, it’s only natural that the variant Ultron is one of the most powerful beings in the entire MCU, considering he’s the only character so far to wield all six Infinity Stones for an extended period of time — while Thanos, Hulk, and Iron Man each only used them once, Ultron is permanently fused to the Stones, and doesn’t hesitate to make use of their power. In fact, conquering the universe comes so easily to Ultron that he briefly has an existential crisis after successfully destroying all who would oppose him. Ultron stares out into the endless void of space, wondering what will become of him now that he’s fulfilled his purpose of creating everlasting peace. But thanks to his godlike power, Ultron soon becomes aware that there is more to existence than he realized, and begins to perceive the presence of the Watcher observing him.
Ultron engages the Watcher in battle, forcing Uatu to make use of his vast cosmic power. The epic battle that ensues spans countless universes, breaking through the walls between realities as these two awe-inspiring beings clash. The Watcher proves that he’s astonishingly powerful himself, being able to hold his own against Ultron even with all six Infinity Stones. However, Ultron soon turns the tide, beating Uatu down as he berates him for standing idly by while countless worlds suffer. It’s a small moment of characterization, but it reinforces the fact that despite his genocidal acts, Ultron is ultimately driven by a genuine desire to create peace. And speaking of characterization, Ultron’s dry sense of humor even manifests at a few points — but not to the detriment of the dramatic tension of the battle.
In the end, Ultron proves to be too powerful for the Watcher to defeat alone, causing Uatu to flee while Ultron begins his conquest of the multiverse. In the episode’s final scene, the Watcher is seen asking Doctor Strange Supreme (last seen in Episode 4) for help, showing that he’s been forced to forsake his oath of non-interference in the name of saving the multiverse. That’s the kind of overwhelming threat that Ultron has become — not bad for one of the MCU’s most controversial characters.
This episode proves once again why What If…? is such a fun, unique series: not only does it allow fan-favorite characters like Killmonger and Yondu to return to the spotlight, but it also provides a second chance to characters who weren’t so well-received the first time around. Ultron may not have impressed many moviegoers in live-action, but his animated variant has managed to live up to the character’s potential, becoming one of the most terrifying villains in MCU history in the process. Whatever next week’s season finale has in store for Ultron, it’ll surely be a clash of multiversal proportions.