‘What If?’ Season 2 Episode 2 Recap — Earth’s Mightiest Heroes Aren’t the Same


Editor’s note: The below contains spoilers for What If…? Season 2, Episode 2.

The Big Picture

  • In What If…? Season 2, Episode 2, Peter Quill is portrayed as a young, troubled version of himself with glowing eyes and destructive powers.
  • The episode explores an alternate timeline where Yondu hands Peter over to his father, Ego, leading to a universe-threatening situation.
  • The episode showcases a new group of Avengers, consisting of their parents, who team up to stop Peter and face off against Ego.

Just call him Kevin McCallister, because Peter Quill (Mace Montgomery Miskel) is lost in New York. But he’s not the grown up, snarky Peter Quill we all know. This Peter, is young, freaked out, and… has glowing eyes? What If…? Episode 2, “What If… Peter Quill Attacked Earth’s Mightiest Heroes?” asks an interesting question in its title, but is perhaps the first and only episode of the series to be outright misleading in the question it poses.

What If…?

Based on the Marvel Comics series of the same name, this animated anthology looks at alternate timelines in the multiverse that would happen if specific moments in the MCU occurred differently.

Release Date
August 11, 2021

A. C. Bradley



Streaming Service(s)

What Is ‘What If…?’ Season 2 Episode 2 About?

The episode opens with a fighter plane in pursuit of a mysterious glowing object, one Peggy Carter (Hayley Atwell) tells the pilot to eliminate before it enters U.S. airspace. He misses his opportunity, and the object plummets towards Earth— specifically, New York City, where we learn we’re not in the present day, but in 1988. The object barrels through the streets, coming to a stop in front of Grand Central Station. The object, it turns out, is a small space pod, which opens to reveal the aforementioned pubescent Peter Quill, with eyes that glow and the power to levitate and explode a whole street’s worth of cars with one wave of his hand. This, The Watcher (Jeffrey Wright) tells us, is a Peter Quill whose grief and loss threaten to destroy humanity. But what exactly happened here?

According to The Watcher, this is the universe where six months ago, Yondu (Michael Rooker) didn’t hesitate to hand Peter over to his father, Ego (Kurt Russell). Ego immediately confiscates Peter’s Walkman, his one physical connection to his mom, and instead introduces Peter to the idea of “the expansion,” his plan to turn entire planets into extensions of himself, the same plan Ego tried to enact in Guardians of the Galaxy Vol. 2, only this time Peter is much younger, and doesn’t have the help of his friends to fall back on. At least, not yet.

At SHIELD headquarters, a middle-aged Peggy observes that any solar system Peter has already visited has succumbed to cosmic radiation within 24 hours. She proposes they put together a team to stop him, made up of the best Earth has to offer. Howard Stark (John Slattery) is skeptical, but faced with no alternative, agrees they can give it a go. So who will be making up this team of “Earth’s Mightiest Heroes,” when the Avengers we know and love are still in middle school?

A New Group of Avengers Assemble in ‘What If…?’ Season 2 Episode 2

Their parents, of course! Peggy and Howard call Hank Pym (Michael Douglas), who is currently at home taking care of his pre-teen daughter Hope (Madeline McGraw), who doesn’t agree with his assessment that cereal and potato chips make for a balanced breakfast. A bitter Hank has no interest in taking calls from Howard, still blaming SHIELD for the death of his wife Janet, but one glance at the news, conveniently showing the destruction Peter caused, convinces him to change his mind. He packs up Hope and heads over to SHIELD’s Project: Pegasus headquarters, where he runs into a young Bill Foster (Laurence Fishburne), who has also been called in to deal with the Peter problem. Their bickering is brought to a halt when they’re joined by another member of their team, the Black Panther himself, King T’Chaka (Atandwa Kani), who only agreed to get involved because of the extra-terrestrial nature of the threat.

Despite the fact the Cold War is still actively ongoing, the Soviet Union opts to partner with the U.S. on this case, hoping to contain the threat before it reaches them. In that spirit, they’ve sent the Winter Soldier (Sebastian Stan) — something that is unremarkable to most of the team, but downright jarring to Peggy and Howard, who recognize Bucky Barnes in those cold, kohl-rimmed eyes above the mask. They meet up with the final member of their crew, Dr. Wendy Lawson (Keri Tombazian) with the U.S. Air Force (and Kree Starforce!) who conveys them all to New York to find just how much destruction Peter left in his wake.

For a series whose episodes are meant to be standalone stories, there is a lot of prior MCU legwork being done here, pulling from not only the Guardians of the Galaxy series, but the Ant-Man series, Black Panther, Captain Marvel, and even the first Captain America movie. Yes, it is very hard to imagine someone seeking out this series if they’re not already invested in the MCU. But the joy in seeing characters and plot threads recontextualized into a new short story is diminished when there is just so much you’re expected to remember to make sense of what is ostensibly meant to be a standalone anthology entry.

The group makes it to Coney Island to find it ablaze and deserted, except for Peter, who’s got himself a stuffed raccoon and is taking full advantage of having a theme park to himself. While Hank, T’Chaka, and Foster try to corner him, Lawson heads over to Peter’s ship to see what she can glean. Pym traps Peter in a swarm of flying bugs and uses them to direct him into the hall of mirrors. Peter’s fear turns to anger when the stuffed raccoon gets damaged in the chase, and suddenly three men with unprecedented technological access are in the fight of their lives with a pre-teen. Lawson arrives to bail them out, but it looks like Peter has the upper hand until Thor (Chris Hemsworth) arrives and knocks him to the ground.

They lock Peter up in the same cage that, in another universe, was used to house Loki (Tom Hiddleston) as Thor explains that Peter is responsible for the destruction of Asgard and Jotunheim, with Earth now the last of the realms left standing. He explains Ego’s plan to the team, and shows them the seed he recovered from Missouri that would have consumed Earth had Ego and Peter triggered it. The good news is they can use Peter to get through the seedlings’ layer of cosmic protection.

The bad news is, Hope Van Dyne, loose on the base with her dad’s access badge in hand, comes across Peter first. The two of them bond over losing their moms so young, and Peter tells Hope all he was trying to do was get home to Missouri. Hope uses her dad’s shrinking tech to bust Peter out, and gives him her mom’s Walkman as a parting gift. Hope rightfully points out to the room full of adults who were 100% prepared to blow a child to smithereens that it’s not Peter who is responsible for all the destruction, but rather his father, Ego. They all still maintain Peter is a threat, and vacillate between studying him, capturing him, or killing him. Hope says she’ll only tell them where he’s gone if they agree to do none of those things, and help him instead, a sentiment that seems to affect the Winter Soldier more than he’ll admit.

Up in space, Ego is frustrated that he can’t get in touch with Peter anymore, and learns that his son’s ship was downed by “enemy combatants” on Earth. Ego seems less worried that his son might be dead, and more concerned that Peter is no longer able to trigger the seedling, and decides to take matters into his own hands. The SHIELD team realizes they won’t be able to take on both Ego and Peter, and decide to let them fight each other instead, once again forgetting, apparently, that Peter is a literal child — a child with Celestial ancestry, but a child all the same.

While Peggy and co. wait for Ego in the desert, Lawson heads out to Missouri to bring Peter in. Ego summons an army of thousands out of the sand and rock, and uses them to give the team one hell of a fight. That’s the thing about soldiers created from natural elements: they can’t exactly die. As Thor, Foster, and T’Chaka try to hold Ego off, with Peggy commanding from a tank, she tells Howard to get the seedling as far away as possible. He tries to call in the Winter Soldier as reinforcement, but gets no response.

The operative, it turns out, has gone to a cemetery in Missouri, still determined to kill Peter under orders from the Soviet Union, and has the kid right in his crosshairs. Lawson and Hank have also tracked Peter to the cemetery, where finally Hank seems to remember they’re talking to a child and not an alien superassassin, and advocates for a softer approach. This actually gets through to Peter — who’d have thought? — and the kid tells Hank that Ego gets inside his head and controls him that way, and all he wants to do is go home, though now it doesn’t feel like home without his mom around. Hank empathizes, and tells Peter grief wasn’t meant to be suffered alone, especially when there are people willing to be there for you, and he offers to take Peter in.

Peter Quill Saves the Day in ‘What If…?’ Season 2 Episode 2

Image via Marvel

The Winter Soldier is about to pull the trigger until Howard intercepts the transmission and appeals for his former comrade-in-arms to see Peter as a person rather than a target — extremely rich from the man who didn’t believe this kid was being controlled by his dad and was ready to put him under a microscope 20 minutes ago. It turns out this is less about just saving Peter, and also about trying to turn the Winter Soldier back to their side. The Winter Soldier still isn’t buying it, but there’s no Bucky Barnes problem that can’t be solved with a good old Steve Rogers namedrop.

But while they’re having their little heart-to-heart, and paying attention to absolutely nothing else, Ego manages to break into the base and take the seedling for himself. Hank takes Peter for a little joyride on the back of an ant, and they stop the seedling from making it to Ego, before going to confront him inside his little fortress carved into his own likeness (rather… Ego-tistical, you could say). Ego maintains that the Expansion is their destiny, and gets extremely offended when Peter doesn’t follow his reasoning, and appeals for him not to destroy Earth. Distilling Ego’s villainous plan down to 28 minutes total really does drive home the fact that it never made all that much sense to begin with. We know the what — destroy all worlds — but not the why, beyond some vague desire for power, and an even vaguer sense of purpose.

Fortunately, we don’t suffer his nonsense much longer, as Peter absorbs the seedling into himself and uses the power surge to take Ego out once and for all. The crew heads back to Hank’s house, where Hope and Peter are given custody of Lawson’s cat, Goose. The only one who didn’t come back for the party is Bucky Barnes, who has washed off his Winter Soldier eyeliner and is presumably off on a journey of self-discovery. For as much as the imminent threat of the episode doesn’t make a ton of sense, the character side is certainly more interesting. The parts about the danger of unaddressed grief are good, but obviously get lost in the shuffle of absolutely everything else. As for the Earth’s Mightiest Heroes bit, the movies talk a lot about who these people were in their youth, but we never really get to see them in action until now, so having them form another version of the Avengers is a lot of fun.

The first two episodes of What If…? are streaming now on Disney+.

Watch on Disney+


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