In this episode of What If…?, Season 3, Episode 3, titled What If the Red Guardian Stopped the Winter Soldier, we move from the glamorous, playful world of old Hollywood to the serious, cold and tense period of the Cold War. The shift is significant.
The old Hollywood glamour was full of drama, but it wasn’t as serious as the political tension of the Cold War. In this episode, we get to see Alexei Shostakov (played by David Harbour), also known as the Red Guardian, as he is sent to America to stop the Winter Soldier, Bucky Barnes, from completing his deadly mission.
The episode plays out in a way that balances humor and seriousness, bringing in new characters and showing the consequences of alternate histories.
The Red Guardian’s Mission Begins
The episode starts on December 16, 1991, which fans of the Marvel Cinematic Universe (MCU) will recognize as the night when Bucky Barnes, the Winter Soldier, kills Howard and Maria Stark. This night was pivotal in the MCU timeline, but in this version of events, things go a little differently.
As the Watcher (Jeffrey Wright) guides us through this new timeline, we see that someone arrives to stop Bucky before he can finish his mission. This person is none other than Alexei Shostakov, also known as the Red Guardian, wearing a costume that is strangely similar to Captain America’s.
Before this dramatic scene, the show takes us back to Russia, where Alexei is given new orders. He is to go to Ohio and take on a position as a senior data manager. However, Alexei, who is Russia’s first supersoldier, is less than thrilled about this mission.
It’s hard to say which part of it offends him more: going to Ohio or having to do middle management work. His role as a senior officer in the Russian army seems beneath him. General Dreykov (voiced by Piotr Michael) insists that the job is crucial, but Alexei doesn’t buy it. Instead, Alexei is more interested in some new intelligence that has been sent by an American sleeper agent known as The Rook.
Dreykov tries to act like he knows nothing about this intelligence, but his actions immediately give him away. He tries to cover the file containing The Rook’s intel and denies it out loud, but at the same time, he receives a call from Karpov (voiced by Gene Farber), who orders him to “defrost the Winter Soldier” for a new mission.
Alexei is angry when he hears this, calling the Winter Soldier “a piece of HYDRA trash.” He is even more upset when he learns that the prized Russian asset, the Winter Soldier, isn’t even Russian.
This moment is when Alexei decides to take matters into his own hands. Since he isn’t being appreciated where he is, he decides to use his skills in another way, one where he might get more recognition.
Dreykov points out that Alexei can’t just walk into SHIELD headquarters and apply for a job, and Alexei almost immediately agrees with him. However, Alexei’s true plan is not to accept the orders given to him but to steal the intel on The Rook.
He sneaks the folder off Dreykov’s desk and heads to America, assuming a new identity as “Bob Toledo.” This American accent, delivered by Harbour, sounds so unnatural that it adds a humorous touch to the scene. While Alexei is making his way to the U.S., the Winter Soldier is activated and sent on his mission to kill Howard and Maria Stark.
Alexei’s Intervention
As Bucky (the Winter Soldier) moves forward with his mission to kill the Starks, Alexei steps in. He tries to reason with Bucky, explaining that the mission was only supposed to involve stealing the serum and not killing anyone.
Alexei suggests that keeping Howard Stark alive could help send a message to America about the communist revolution. Alexei hopes that by keeping Stark alive, Bucky could return to capitalist America and inform the people that the Red Guardian has arrived.
However, Bucky is not interested in listening. He is under strict orders, and that means there can be no witnesses. At this point, Alexei becomes the target, and a fight ensues between the two.
The fight is interrupted by the sound of police sirens, forcing both of them to flee into the woods. After they manage to get some distance from the scene, Bucky calls Karpov to report in. He explains that he succeeded in getting one of the three packs of serum he was assigned to retrieve, but he ran into complications.
Karpov, showing no concern, informs Bucky that he’s on his own for extraction and cuts the call. This callous treatment from Karpov doesn’t surprise Alexei, who knows all too well that those in charge don’t care about their agents.
But what shocks Bucky more than anything is the realization that he failed his mission for the first time ever. It’s this failure that seems to snap him back to his true self, and for the first time, he starts questioning his orders and his role as the Winter Soldier.
Alexei and Bucky on the Run
At the same time, back at the scene of the accident, Ranger Morales (voiced by America Ferrera) is securing the Starks’ bodies when Bill Foster (voiced by Laurence Fishburne), the head of SHIELD’s science division, arrives to take over the investigation.
Morales gives him an update on the situation, explaining that Maria didn’t see anything and that Howard only saw two men fighting. Morales suggests that the working theory was a carjacking, but she’s not sure because of the trail of serum left behind by Alexei and Bucky. Foster warns his agents and the officers present that they are dealing with two supersoldiers who are highly skilled and capable of destroying anything in their path.
As for Alexei and Bucky, they’re not worried about supersoldiers or SHIELD. They’re more interested in burgers and fries from a roadside hamburger stand. Alexei, in his usual bold way, challenges the capitalist idea of “would you like fries with that?”
But Bucky manages to charm the workers into giving them their food, despite Alexei’s long-winded lecture on communism. Once they’ve eaten, Alexei suggests they find The Rook, the person with the power to crumble America’s capitalist system and put the country in the hands of the workers.
Though this is an ambitious goal for an afternoon, the two have nothing else to do and decide to head for Las Vegas. But on the way, they run into a literal roadblock.
They encounter a checkpoint set up by SHIELD, with Foster and Morales hot on their trail. The interrogation goes poorly when Alexei and Bucky can’t agree on their story about where they’re headed. Foster tries to get them out of the car, but Bucky pulls a gun on him.
Alexei, taking the opportunity, speeds off past the barricade, and Morales and Foster give chase. The two make it down the highway, with Bucky firing elaborate guns at them. Eventually, Bucky uses his Winter Soldier arm to punch through Morales’ car and takes control of the steering wheel, sending them off course.
Foster, not one to give up, activates his Goliath suit and grows to a massive size, chasing them down on foot. But Alexei and Bucky switch places, with Bucky driving and Alexei going into Red Guardian mode. Alexei takes down Goliath, jumping onto his head and throwing him off balance, allowing them to escape.
However, the authorities catch up to them when they try to make a dangerous jump over a canyon. They don’t make it, and Morales and Foster later find the destroyed vehicle at the bottom of the canyon. They also find a Thomas guide, which has a missing page, leading them to believe that Alexei and Bucky are heading to Vegas.
Bucky Begins to Remember His Past
Before reaching Las Vegas, Alexei and Bucky decide to patch themselves up. They break into a veterinary hospital, where Alexei helps Bucky remove bullets from his arm. During this quiet time, the two start to bond.
Alexei opens up about his background, explaining that he came from a good family but lived in a place with limited opportunities. He signed up for the supersoldier program and became the Red Guardian. In return, Bucky shares his story, saying that he can’t remember anything about his past, not even his name.
Alexei encourages Bucky to close his eyes and try to remember. After a moment, vague images start to come into focus. A clearer picture of Coney Island appears in Bucky’s mind, and this memory cheers him up. It’s not much, but it’s a start. However, the mood shifts when Alexei gets a call from Dreykov, who informs him that Bucky’s mission has changed. He is now ordered to kill Alexei before returning to Russia.
Alexei and Bucky’s Vegas Adventure
Despite the changing mission, Alexei and Bucky reach Vegas, where they make a joke about visiting a casino and buffet. But they aren’t there for pleasure; they have a job to do. They head to the hotel where The Rook is staying.
Alexei is nervous about meeting his hero, but when they finally meet The Rook, they discover that it’s none other than Obadiah Stane (voiced by Kiff Vandenheuvel), Howard Stark’s former business partner. Stane claims to have no idea what Alexei is talking about, and Bucky starts to put the pieces together.
After a heated discussion, Bucky realizes that SHIELD has been hiding something about the serum. He chooses to join Alexei in overthrowing the corrupt system they were both once part of. Together, they make their final stand in Las Vegas, fighting SHIELD agents and the corrupt forces who’ve been controlling their lives all along.
Conclusion: A New Future
The episode ends with Alexei and Bucky beginning a new chapter of their lives. Though the fight is far from over, the Red Guardian and the Winter Soldier have a new bond.
They both understand what it feels like to fight for something bigger than themselves. They’re no longer just pawns in the game of espionage. Instead, they’re heroes—redemption is their next mission.
In this episode of What If…?, we see how even the most dangerous heroes can change when they start questioning their past and their purpose. Alexei and Bucky’s partnership represents a shift from blind obedience to self-awareness, and it sets the stage for more adventures in this alternate timeline.
