All MCU Actors Replaced in What If...? Season 3

Warning: This article contains spoilers for What If...? season 3.

Some live-action MCU actors did not return to voice variants of their characters in And if...? season 3, and were replaced by new voice actors. When Marvel animation And if...? The series began in 2021, many MCU stars chose to reprise their roles, bringing to life some of its weirdest and wildest variants. However, some did not choose to return, with the likes of Robert Downey Jr., Chris Evans, Scarlett Johansson and others being replaced by new stars, and this happened again in And if...? seasons 2 and 3.

And if...? Season 3 began on December 22, 2024 and ran for eight consecutive days during the holiday period. Like its predecessors, the third season introduced some very unexpected variants to the MCU multiverse, although the recent installment was considered the series' strangest chapter. And if...? yet. Unfortunately, the third season is also And if...? final season, but there is an opportunity for its characters to now appear in live actionalthough it is not clear whether And if...? voice cast or the original stars of these characters would play them.

14

Kari Wahlgren as Melina Vostokoff

Melina Vostokoff was played by Rachel Weisz in live-action

Melina Vostokoff appeared as a member of the Avengers team in And if...? season 3, episode 1, "What if... the Hulk fought the Mech Avengers?" This was an interesting evolution for the character, who was introduced as a high-ranking member of the Red Room and surrogate mother to Natasha Romanoff in 2021. Black Widow. In live action, Melina is played by Rachel Weisz, who also voiced the Iron Maiden character in And if...? Season 2, but Kari Wahlgren took over the role in Season 3.

It seems that the voices stop And if...? seasons 1 and 2 were recorded around the same time, while there was a gap between the recording of seasons 2 and 3. This could explain Kari Wahlgren, who is known for her voice roles in Phineas and Ferb, Hellsing, Rick and Morty and more, replacing Rachel Weisz in the role of Melina Vostokoff. Melina only had a very small role in And if...? season 3 premiere, and will likely be played by Weisz should she return to live action.

13

Brittany Adebumola as Nakia

Nakia was played by Lupita Nyong'o in live-action

Like Rachel Weisz, Lupita Nyong'o also did not return to voice Nakia in And if...? season 3 premiere. The episode also saw Nakia recruited into the Mech Avengers team, perhaps following in the footsteps of T'Challa and Shuri's Black Panthers before her. Nakia was introduced as T'Challa's love interest in 2018 Black Pantherand had a smaller but still crucial role in the 2022 sequel, Wakanda forever. In And if...? in season 3, however, Nakia is voiced by Brittany Adebumola.

Brittany Adebumola is best known for her roles in Grand Army, 4400 and The other black girland has now joined the MCU as the voice of And if...? Nakia variant from season 3. Like Melina Vostokoff, Nakia only had a very small role in And if...? season 3 premiereand it's unclear whether audiences will see this version of the character again. With Marvel Studios officially confirming Black Panther 3however, it is very likely that Lupita Nyong'o will return to play Nakia in live-action.

12

Piotr Michael as General Dreykov

General Dreykov was played by Ray Winstone in live-action

General Dreykov has only been seen once in the history of the MCU, as of 2021 Black Widow revealed that he was the man behind the Red Room and the mind control of young girls to become Black Widow's assassins. Dreykov's representation in Black Widow received some criticism, as English actor Ray Winstone gave an uncomfortable interpretation of the villain. Piotr Michael surprisingly understood better who Dreykov is And if...? season 3, episode 3, "What If... the Red Guardian Stopped Winter Welding?"

Best known for his voice roles in Wild Robot, Family Guy, Creature Commandos and Star Wars: Adventures of Young Jedi, Piotr Michael has also worked with Marvel Studios on several previous projects. He voiced the narrator for the Strucker Watch ad in WandaVisionand voiced other secondary characters in previous seasons of And if...?. It would be great for Michael to return to develop Dreykov further in And if...?as it appears that the villain will not return to the live-action MCU.

11

Kiff Vanden Heuvel as Obadiah Stane

Obadiah Stane was played by Jeff Bridges in live-action

Obadiah Stane was the original villain of the MCU, as he plotted to overthrow Robert Downey Jr.'s Tony Stark. Iron Man. This made it all the more gratifying to see Stane's return in And if...? season three, and it made a lot of sense that he would also try to murder Howard and Maria Stark. This answers a huge mystery surrounding the death of Tony Stark's parents and expands the motivations of the MCU's first antagonist.although the legendary Jeff Bridges did not return for the role.

Instead of, And if...? Obadiah Stane was voiced by Kiff VandenHeuvel, best known for his roles in Behind the Candelabra, Richie Rich, Nightcrawler and video games BioShock Infinite, Star Wars: The Old Republic and Undead. VandenHeuvel previously voiced Obadiah Stane in And if...? season 1, episode 6, "What if... Killmonger rescued Tony Stark?" There has recently been speculation that Obadiah Stane will return to the MCU, with Jeff Bridges perhaps opening the door for the return of his OG MCU villain.

10

Matt Friend as the Grandmaster

The Grandmaster was played by Jeff Goldblum in live-action

Jeff Goldblum joined the MCU as the enigmatic and powerful Grandmaster in 2017 Thor: Ragnarokand returned to give voice to the ruler of Sakaar both in And if...? season 1 and season 2. In And if...? season 1, episode 7, "What if... Thor was an only child?", the Grandmaster was introduced as DJ Foam, presiding over the epic party on Earth that saw Darcy Lewis meet Howard the Duck.. And if...? Season 3, Episode 4, "What If...Howard the Duck Got Hooked?", continued this storyline, but saw Matt Friend voice the Grandmaster instead of Goldblum.

Known for his voice roles in Good Burger 2, a Cold War Christmas and Family GuyMatt Friend became even better known for his impersonation of Jeff Goldblum. He expressed the Jurassic Park star Family Guy and The Simpsonsand acted as Goldblum on stage alongside the actor himself. Your version of the Grand Master in And if...? Episode 4 of Season 3 was almost indistinguishable from Goldblum's, suggesting that the most iconic actor could reprise the role in live-action at any time.

9

Jared Butler as Kaecilius

Kaecilius was played by Mads Mikkelsen in live-action

Kaecilius has been widely considered one of the MCU's most wasted villains, as Mads Mikkelsen's portrayal of the shadowy Master of the Mystic Arts was hugely celebrated in 2016. Doctor Strange. "What if... Howard the Duck got married?" marked Kaecilius' first appearance in the MCU since his live-action debutbut Mikkelsen did not reprise the role. Instead, Kaecilius was voiced by Jared Butler in And if...? season 3, although Mads Mikkelsen has hinted that he would be open to returning.

Jared Butler is perhaps best known as the voice of Captain Jack Sparrow in the Pirates of the Caribbean: At World's End video gamealthough he has also recently appeared as an announcer on The Orville. And if...? marks his MCU debut as Dormammu's follower on the hunt for Darcy Lewis and Howard the Duck's powerful egg. This version of Kaecilius was apparently killed by the egg dispersing its energy, although the villain could return to live-action should Marvel Studios put it into effect. Doctor Strange 3 in development.

8

Andrew Morgado as Laufey

Laufey was played by Colm Feore in live-action

And if...? The first season introduced Tom Hiddleston's Frost Giant version of Loki, and this variant returned in And if...? season 3, episode 4. While Hiddleston voiced his MCU villain-turned-hero father Frost Giant, Laufey was voiced by Andrew Morgado instead of Colm Feore, who previously played the King of the Frost Giants in 2011. Thor. Laufey previously appeared in "What If...Thor Were an Only Child?", although he had no lines in And if...? season 1.

Despite being the King of one of the Nine Realms, Laufey has had very little development in the MCU other than leading the Frost Giants and becoming involved in the war with Odin and the Asgardians. Best known for his voice roles in The X-Files, Bumblebee, Supergirl and VelmaAndrew Morgado has also worked with Marvel. He voiced the Souls of the Damned in Doctor Strange in the Multiverse of Madnessand provided voices for Spider-Man: Across the Spider-Verse.

7

Darin DePaul as Zeus

Zeus was played by Russell Crowe in live-action

While Hollywood legend Russell Crowe brought the King of the Olympian Gods to life in 2022 Thor: Love and Thunderit was Darin De Paul who introduced Zeus to animation in And if...? season 3. Best known for his voices in various video games, De Paul has also lent his talents to projects such as The Legend of Vox Machina, Ice Age, Warcraft and Mortal Kombat Legends: Scorpion's Revenge. Like Zeus, De Paul imitated Crowe perfectly, perfectly bringing the vibrant and charismatic Greek God to life.

Zeus was one of many notable MCU characters who became involved in the battle for possession of Howard the Duck and Darcy Lewis' mysterious and influential egg. However, after seeing the power contained within himself, Zeus decided to simply leave the fight and probably return to the Almighty City. Many different gods in the MCU have received a lot of attention, while Zeus has only been seen one, and only briefly. It would be brilliant to see Russell Crowe reprise the role, especially after Thor: Love and Thunder the post-credits scene teased his son, Hercules, fighting Thor.

6

Steven French as Malekith

Malekith was played by Christopher Eccleston in live-action

While villains like Dreykov, Kaecilius, and Laufey have been underutilized in the MCU, perhaps none have been more wasted than Malekith, King of the Dark Elves. Christopher Eccleston appeared as Malekith in 2013 Thor: The Dark Worldbut he was unceremoniously killed and has not been seen since. It was brilliant to see Malekith finally return to the MCU, appearing as one of the characters vying for possession of Howard the Duck and Darcy Lewis's egg, although he wasn't voiced by Eccleston.

Best known for roles in All My Children, Unbreakable Kimmy Schmidt, The Guardian Brothers and ManicSteven French voiced Malekith in And if...? season 3, episode 4. Malekith led his army of Dark Elves to acquire the egg, and was possibly killed once again when the egg dispersed its energy. The fact that Malekith has finally returned to the MCU over a decade after he was last seen is very exciting. This could lead to his return to live action, which would give him the chance to develop much better.

5

Kari Wahlgren as Carina

Carina was played by Ophelia Lovibond in live-action

Carina, despite being a secondary character in the MCU, has appeared in several And if...? episodes, and returned in And if...? season 3, episode 4. Carina introduced Yondu, who had claimed the egg from Howard the Duck and Darcy Lewis, to his new master, Kaecilius, in Knowhere. This new version of Carina was voiced by Kari Wahlgren, who also took on the brief role of Melina Vostokoff in the season premiere.instead of Ophelia Lovibond, who played Carina in 2014 Guardians of the Galaxy.

In the same way that Rachel Weisz and Lupita Nyong'o, Ophelia Lovibond has already voiced Carina in previous episodes of And if...?but did not return to And if...? season 3. It's unclear exactly why Kari Wahlgren did a great job voicing the innocent Carina alongside her other role. It's interesting that Carina keeps reappearing in the MCU, after her debut in Thor: The Dark World post-credits scene and death in Guardians of the GalaxyThe fact that she held the Power Stone in her hand may have made her a legend.

4

Alejandro Saab as Quentin Beck's Mysterio

Mysterio was played by Jake Gyllenhaal in live-action

Mysterio is one of the most iconic villains in the Marvel Universe and was an extremely exciting adversary for Tom Holland's Peter Parker in 2019. Spider-Man: Far From Home. Jake Gyllenhaal was a fantastic choice to cast Mysterio, but it didn't make sense for him to portray an older, more powerful iteration of the villain in And if...? season 3. Instead, Alejandro Saab voiced Quentin Beck's Mysterio in "What If... the Emergence Destroyed the Earth?", delivering a much more intense and sinister version of Mysterio.

Alejandro Saab's version of Mysterio took control of Stark Industries following the Emergence of the Celestial Tiamutand used his Iron Federation to start a protracted war and take control of the fragmented pieces of Earth. He uploaded technological nanites into his own body so he could control his illusions at will, but was eventually defeated by Riri Williams with her Vision upgrade. Saab has taken on many voice roles in anime and video games, informing his villainous and energetic performance as Mysterio in And if...?.

3

Kenna Ramsey as Okoye

Okoye was played by Danai Gurira in live-action

Known for voice roles in Big Nate, The Boss Baby: Back to the Crib, My Adventures with Superman and Kung Fu Panda: Dragon KnightKenna Ramsey made her MCU debut in And if...? Season 3 as the voice of Okoye. Undead star Danai Gurira voiced animated versions of her live-action MCU character in previous seasons of And if...?but did not return for the 3rd season. Okoye was included as a member of the Alliance fighting Mysterio and the Iron Federation after the Tiamut Emergency destroyed Earth.

This version of Okoye was stiffer and less approachable than Gurira's iteration, although both are now connected to Riri Williams, first in Black Panther: Wakanda Forever and now in And if...? season 3. Danai Gurira is expected to continue portraying Okoye in future MCU projects, possibly even in a Disney+ series focused on the former Dora Milaje General and the new Midnight Angel. This causes Kenna Ramsey to replace her in And if...? season three was messier, though Ramsey still did solid work.

2

Michelle Wong as Ying Nan

Ying Nan was played by Michelle Yeoh in live-action

Like several previous MCU actors, Michelle Yeoh did not return to voice Ying Nan, her character from the 2021 film. Shang-Chi and the Legend of the Ten Ringsin And if...? season 3, episode 5. Instead, Singaporean actress Michelle Wong, known for roles in Wonder Boy, The Queen and silent wallsexpressed Ta Lo's protector. In And if...?Ying Nan was introduced as a member of the Alliance, fighting alongside Valkyrie, Okoye, and Wong in the battle against Mysterio and his Iron Federation..

Michelle Yeoh had previously portrayed not only Ying Nan but also Aleta Ogord in Guardians of the Galaxy Vol. 2so it's curious why she didn't return to Marvel Studios to And if...? season 3. Even so, Michelle Wong did a great job of bringing Ying Nan to life, even if this was a very different version of Ying Nan's iteration. Shang-Chi and the Legend of the Ten Rings. With Shang-Chi 2 seemingly in development, it would be great to see Ta Lo revisited and Ying Nan return.

1

David Chen as Wong

Wong was played by Benedict Wong in live-action

Since its debut in 2016 Doctor StrangeBenedict Wong played Strange's right-hand man and Sorcerer Supreme, Wong. Wong has become one of the MCU's most regular characters, with Benedict Wong making several appearances in the Multiverse Saga. Benedict Wong did not reprise the role for And if...? season 3, however, with Taiwanese actor David Chen taking on the role. Benedict Wong may have had scheduling conflicts, like several other stars, including Michelle Yeoh, Danai Gurira, Mads Mikkelsen, Jeff Goldblum, Lupita Nyong'o and Rachel Weisz.

It seems very likely that Benedict Wong will return as Wong at some point in the MCU's not-too-distant future. Benedict Cumberbatch confirmed his return in Avengers: Judgment Day and Secret Warsso Wong can join him. Doctor Strange 3 is also speculated to be in development, although there are many other future MCU projects that could feature Wong. Wong is a key part And if...? season 3, episode 5, and it would be great to see him be central to more adventures in the future of the MCU.

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