Recap, Ending Explained, and Easter Eggs

Notice! This post contains SPOILERS for What If...? Season 3, Episode 5And if...? Season 3 Episode 5 presents a very dark alternate version of the MCU, with an ending that even the Observer finds difficult to watch. Starring Riri Williams as one of the last heroes of this timeline, it's all she can do to keep fighting the dark forces that have taken over a literally destroyed world. However, the ending presents a major twist, which could have dire consequences beyond this lonely reality.

Unlike Darcy and Howard the Duck's wacky adventure seen in And if...? Season 3episode 4, this new episode is much more serious, set in a dystopian version of the MCU where the Emergency that was stopped in 2021 Eternals was successful, resulting in a destroyed planet where one particular Marvel villain was able to seize power in the sequel. To this end, Here is our breakdown of And if...? Season 3, Episode 5, the surprise ending explained and the biggest Easter eggs and references we found throughout the new episode.

And if...? Season 3, Episode 5 Spoilers and Key Story Takeaways

"What if… the emergency destroyed the Earth?"

• Uatu reveals that Riri Williams' Ironheart is the last hope in every variation of this dark new reality, but that she fails every time.

• Riri meets with Sharon Carter's Power Broker, who sells her an easy-to-bake oven that will help her build a new weapon.

• Attacked by White Vision and a collection of Iron Legionnaires (although some are just holograms), Riri is rescued by the "Resistance": General Ming Nan, Okoye, Wong, and Valkyrie.

• Uatu reveals that Tiamut appeared long before the Eternals could unite to stop him, shattering the Earth in the process.

• Mysterio used the chaos to take over Stark Industries and rule the world using his hologram technology and the Iron Legion, creating the new Iron Federation led by his enforcer, White Vision.

• Towards his final days, Mysterio wanted to ensure the Resistance fell before him, sending White Vision to annihilate them before he died.

• With the help of the Resistance, Riri builds her weapon and kills White Vision, although she and those who saved her are the only remaining members of the Alliance.

• Transforming White Vision's synthezoid body into a new costume, Riri becomes half-human and half-synthezoid, allowing her to see through Mysterio's illusions (temporarily).

• Mysterio finally gains the upper hand after killing the last member of the Resistance and almost kills Riri, wanting to use her suit to prolong her life.

• Uatu intervenes, encouraging Riri to keep fighting. Riri gets up and runs past Mysterio, taking his nanites and defeating the dystopian dictator before generating a giant Avengers symbol in the sky to bring hope to those still living on the destroyed Earth.

• A trio of Watchers witness Uatu breaking his oath once again, and they all agree that they must now watch the Watcher from now on.

How Ironheart defeated Mysterio explained

(And why the observer got involved...)

Even with her new costume made from parts of White Vision turning her into a half-human, half-synthoid hybrid, Riri's spirit was broken by Mysterio with the revelation that he had murdered her friends in the Resistance. Unable to continue fighting any longer, it is Uatu who reveals that Ironheart's spirit is always broken and Mysterio always emerges victorious every time he observes all the variations of this reality. However, Uatu decides to break his oath, encouraging Riri to continue fighting and rebelling, greatly altering the entire fate of this reality.

Upon hearing Uatu's words, Riri gives one last push, passing through Mysterio's body and taking all the nanites that were keeping him alive. Flying into Earth's orbit, Riri generates a huge Avengers symbol for everyone to see as Uatu watches. However, the surprise is that Uatu is being watched by a triumvirate of Watchers known as Eminence, Incarnate and The Executioner.. Displeased that Uatu has broken his oath once again, the trio agree to continue observing their fellow Watcher, suggesting that he may soon face the consequences of his interventions.

And if...? The Biggest Easter Eggs and References from Season 3, Episode 5

Multiple connections are this dark new reality of the MCU

There are a handful of MCU references, Easter eggs, and appearances in And if...? Season 3, Episode 5. Here are all the biggest ones we found in this grim new reality:

• Iron Legion-First seen in Avengers: Age of Ultron, Tony Stark created the Iron Legion to help the Avengers. However, in this reality, Mysterio co-opts the drones to serve as his Iron Federation after taking control of Stark Industries.
• Sharon Carter Power Broker - Its dark turn was revealed in Falcon and the Winter SoldierSharon Carter is still the Power Broker in this reality, shown selling Riri an easy oven to use as a weapon. As such, it's a good sign that Sharon could soon return to the live-action MCU.
• An Alternative White Vision - It appears that Vision was similarly killed and repurposed into a White Vision in this reality as well as in the main MCU, as seen in WandaVision before the Vision that Wanda created shared her memories with him.
• Love and thunder 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.
• Last mystery Mysterio's new look in And if...? Season 3Episode 5 bears some resemblance to the Ultimate Mysterio from the comics, the same variant that brought Earth-616's Peter Parker and Earth-1610's Miles Morales together for the first time on the page.
• Master of Illusions - As he dies, Mysterio refers to himself as "The Master of Illusions". This is the same nickname the villain is called in the comics.
• A trio of observers This new trio of Watchers could very well be the same three Watchers first shown in Guardians of the Galaxy Vol. 2seen listening to Stan Lee stories.

New episodes of And if...? Season 3 will be released daily at 3am ET/12pm PT on Disney+.

• Release date

  February 14, 2025
  

• Release date

  July 25, 2025
  

• Release date

  July 24, 2026