The midpoint of a TV season often becomes the point where the story feels its darkest. While this structure is common for serialized shows, it’s refreshing to see What If…? Season 3 take this approach in its anthology format.
Episode 5, titled “What If the Emergence Destroyed the Earth?” plunges into one of the bleakest moments in the series.
The episode doesn’t fail but challenges the typical superhero narrative by presenting a world teetering on the edge of hopelessness. In a genre where heroes are always expected to save the day, this chapter pushes against the norm, showing how fragile hope can be.
Even the Watcher (voiced by Jeffrey Wright) sets a somber tone, calling this “the final act of a tragic story.” As he narrates, he reveals that he’s witnessed many worlds fall, not because of villains alone but because heroes couldn’t rise to their challenges.
This episode’s focus is one such world where despair outweighs hope. The story centers on Riri Williams (Dominique Thorne), known as Ironheart, who has yet to succeed in any version of this particular universe.
Riri Williams: Earth’s Last Hope
Riri moves stealthily through a dystopian world controlled by the Iron Federation, following a trail to a hidden destination. Her journey leads her to an old Avengers logo and the codeword “Rushville,” which directs her to a rundown hotel.
Inside, Riri meets Sharon Carter (Emily VanCamp), who is meant to provide her with a simple analog device, an appliance of little apparent importance. Despite their exchange, Sharon warns Riri about the Federation’s relentless pursuit of her. Riri denies the accusation that she’s building a weapon, yet Sharon betrays her to the Federation moments later.
Riri, anticipating Sharon’s actions, escapes with her prize, using her powered glove to fight off sentinels sent by the Federation. Among the enemies is the Vision, who appears as an imposing force.
After a chaotic rooftop confrontation, Riri narrowly escapes with the help of a barge led by Ying Nan (Michelle Yeoh), accompanied by Wong (David Chen), Valkyrie (Tessa Thompson), and Okoye (Kenna Ramsey). They introduce themselves as members of the Alliance, a resistance group fighting against the Iron Federation’s control.
A Broken Earth and a Divided Resistance
The Watcher explains the state of this fractured Earth, left in ruins after the catastrophic Emergence of Tiamut, an event the Eternals failed to prevent. This disaster shattered the planet, leaving its remnants suspended in space.
Taking advantage of the chaos, Quentin Beck (Alejandro Saab) seized power by taking over Stark Industries and forming the Iron Federation. His army suppressed resistance groups like the Alliance, leaving humanity in a desperate state.
On the Alliance’s barge, Riri learns about their dwindling numbers and their desperate need for her weapon, which has the potential to disable the Vision. Though hesitant to trust them, Riri follows the group to their headquarters—a wrecked ship lodged on a jagged rock. Inside, she finds a lab equipped with everything she needs to complete her weapon.
As Riri begins her work, an alarm signals an incoming threat. The Vision has arrived, wreaking havoc on their forces. With Wong’s protection spell buying her just a few minutes, Riri works under intense pressure to finish the weapon. Despite the Vision’s relentless attacks, she fires the weapon, disabling him and securing a small victory for the Alliance.
A Pyrrhic Victory
Although the Vision is destroyed, the cost is devastating. The rest of the Alliance has been wiped out, leaving only Riri, Ying Nan, Wong, Valkyrie, and Okoye alive. The group realizes they must move quickly, as Beck now knows their location. Worse, the Vision transmitted footage of Riri’s weapon back to Beck, exposing their last hope to the enemy.
Determined to strike back, Riri proposes a plan to destroy Beck’s illusion network—a system powered by nanotechnology that creates fake sentinels and disrupts their efforts. However, this network is heavily guarded, located on a fragment of Earth near the asteroid belt.
Despite the dangers, Riri uses parts of the Vision’s body to create a synthetic suit, fusing herself with his technology to identify illusions and differentiate them from real threats.
A Risky Mission
The Alliance launches its mission to infiltrate Beck’s headquarters. Using her enhanced abilities, Riri leads the charge, going through illusions and disabling real threats. However, her suit takes damage, causing her to crash near Beck’s base. Separated from the others, she encounters Ying Nan, who helps her push forward.
The pair infiltrates Beck’s base, locating the nanite network. Riri begins dismantling it, but the scene suddenly dissolves. It was an illusion, and Beck reveals that he himself is the nanite network. Beck, now resembling a withered husk, explains that he fused the technology with his body, sacrificing his health for control over the remnants of Earth.
Beck’s plan takes a sinister turn when he attempts to graft Vision’s technology into his body, intending to achieve immortality. He traps Riri, draining her energy while mocking her efforts. At this moment, even the Watcher, who has seen countless tragedies, turns away, unwilling to witness another failure.
The Watcher Intervenes
In an unexpected twist, the Watcher breaks his oath, offering Riri words of encouragement. Inspired, she regains her will to fight and turns Beck’s nanites against him. Despite the overwhelming odds, Riri manages to escape her prison, defeating Beck by absorbing his network into her suit.
Though victorious, Riri’s journey is far from over. She uses her newfound power to send a message of hope, projecting the Avengers symbol into the sky above the Earth’s shattered remains. While the gesture offers a glimmer of optimism, the battle against despair and oppression continues.
A Troubling End
The episode closes with a startling revelation. The Watcher, having interfered once again, faces consequences from higher powers in the multiverse. The Eminence (Jason Isaacs), along with the Incarnate (DC Douglas) and the Executioner (Darin De Paul), prepares to hold the Watcher accountable for his actions.
Reflection on the Episode
Episode 5 of What If…? Season 3 pushes the boundaries of traditional superhero storytelling, presenting a tale of resilience in the face of overwhelming despair.
Riri Williams emerges as a compelling protagonist, embodying the determination to fight on even when the odds seem insurmountable. The Watcher’s decision to intervene adds a layer of complexity, highlighting the fine line between observation and action.
This chapter stands as a poignant reminder of the power of perseverance and the enduring hope that even in the darkest times, a single act of courage can spark change.
