Review: ‘What If…?’ Season 3, Episode 5 “What If…the Emergence Destroyed the Earth?”

Episode 5 delivers the best of What If…? with an entry highlighting underused characters in new and interesting narratives. While previous seasons gave us Zombies and Captain Carter taking down the Red Room, season three’s fifth outing delivers a devastating adventure centering on the MCU’s smartest person alive: Riri Williams; Earth’s last hope.

Set in the not-so-distant future, Earth is no more than a floating collection of rubble and rock after the Celestial’s Emergence destroys the planet. In the wake of the chaos, Quentin Beck aka Mysterio takes control of Stark Industries, inflicting humanity under the rule of his Iron Federation led by the Vision. Amidst his nightmare of illusions, a rebellious faction known as the Alliance rises to combat Beck’s tyranny. Their forces are dwindling, leaving Beck’s victory imminent.

The episode opens with Riri Williams aka Ironheart moving in the shadows. The Iron Man protege secretly rendevous with Sharon Carter, the S.H.E.I.L.D. agent who doubles as the nefarious Power Broker. Sharon trades Riri a meager Easy Bake oven. Rumor has it Riri is looking to use the analog item’s spare parts to form a weapon. Suddenly, Beck’s iron soldiers arrive as Sharon doublecrosses the young scientist. Fortunately, Riri is steps ahead, realizing Carter is nothing more than a robot in disguise.

A chase ensues as Ironheart evades the Iron soldiers, some being real while others are only holograms. She manages to jetpack out of the building only to crash land and be met by The Vision, the white version commandeered into a formidable weapon. Just as he grabs Riri to finish her off, leaders of The Alliance arrive: Admiral Ying Nan, Sorcerer Wong, Asgard’s Valkeryie, and Wakanda’s Okoye.

The crew retreats to The Alliance’s secret base, revealing they know of Riri’s ultimate plan: devise a weapon that can destabilize vibranium, potentially dismantling The Vision. The Alliance supplies Riri with the necessary tools. But what should take 12 hours is fast-tracked to mere minutes as The Vision finds the base. Luckily, Riri finishes the weapon and successfully neutralizes Vision. With their location compromised, the Alliance leaves the base and must make a new plan. Riri suggests taking the fight directly to Beck. With The Vision’s parts, she fuses his synthezoid body with her suit, becoming a hybrid being. In this new neuron-based suit, she can detect Beck’s illusions. They can infiltrate his base and deconstruct his nanotech network.

With Riri leading the charge, the Alliance arrives at Beck’s fortress. They evade gunfire picking off holograms from real artillery. Suddenly, Riri’s nanotech glitches, and a direct hit tosses the team onto the battlefield. As Wong, Valkeryie, and Okoye hold off enemy forces, Admiral Nan and Riri enter the base. Finding the nanocore, Riri attempts to disengage Beck’s network, only to find it’s another illusion. To her terror, Beck reveals he is the network and Riri had never left the battlefield. The remaining Alliance members are dead. And Beck imprisons Riri and aims to siphon Vision’s tech for his ailing body.

The Watcher reminds viewers in all the multiple scenarios, this is how Riri’s story always ends. He can’t bear to watch her fail again. Instead, the Watcher violates his sacred oath and intervenes, encouraging Riri to fight. Ironheart hears the distant voice and turns the table on Beck, absorbing the nanites from his body. She phases through him and becomes Earth’s beacon of hope for a brighter future.

The episode is the best thus far, delivering perilous stakes and an emotional punch. Much like episode two, the direction to illuminate secondary characters and underappreciated storylines produces a fresh narrative; the epitome of the What If…? structure. Riri Williams aka Ironheart was a bright spot in Black Panther: Wakanda Forever and she works even more as the lead. A bold choice that ultimately pays off previewing what fans can expect with her solo series next year. Seeing Emily Van Camp’s Sharon Carter was another win, given we hadn’t heard from her since Falcon and the Winter Soldier’s mid-credit scene. And the use of both Spider-Man: Far From Home and The Eternals was a great reminder of the MCU’s strong roster outside of the original Avengers. Given the final scene, we can expect the Watcher’s decision to reap consequences in a future episode.

Rating: 9/10

Lorin Williams: TV Editor @ Mxdwn Television. Hoosier. TV enthusiast. Podcaster. Pop culture fiend.
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