What If Season 3 Episode 3 Analysis: Summary, Conclusion Explained & Hidden Easter Eggs

Alert: This article contains SPOILERS for Season 3, Episode 3 of What If…?

Exploring the Team-Up of Red Guardian and Winter Soldier in the MCU

Marvel’s What If…? Season 3 unveils a thrilling glimpse into a potential alliance between Red Guardian and the Winter Soldier, foreshadowing their roles in the upcoming 2025 film, Thunderbolts. In a twist on familiar narratives, this episode presents a reality where Alexei Shostakov, also known as Red Guardian, becomes disillusioned with his covert operations in the U.S., as depicted in Black Widow. He ultimately chooses to defy orders and collaborate with Bucky Barnes, the Winter Soldier, during one of his most perilous missions.

In this pivotal episode, Red Guardian disrupts Winter Soldier’s assassination attempt on Howard and Maria Stark in 1991, leading to a dramatic shift in the timeline. This act transforms both characters into fugitives being pursued by law enforcement and SHIELD. Below, we delve into a comprehensive recap of the episode, followed by a detailed analysis of its ending and the significant Easter eggs interwoven throughout.

Episode Recap: “What If… the Red Guardian Stopped the Winter Soldier?”

Bucky and Alexei in What If...? Season 3, Episode 3

In 1991, discontent with his mission assigned by General Dreykov, Red Guardian secretly boards a plane after learning about the Winter Soldier’s upcoming operation from a Russian spy, Rook.
He arrives just in time to prevent Bucky from killing the Starks, believing that leaving witnesses would instill fear and assert Russian dominance.
As law enforcement closes in, Bucky and Alexei become fugitives, cut off from any support from the Red Room.
Hoping Rook can assist their escape, they flee to Las Vegas while evading both the police and Bill Foster’s Goliath.
During their journey, Alexei helps Bucky recover a fragment of his lost memories as Bucky Barnes, yet soon after, Dreykov issues an order to terminate Alexei.
Upon reaching Las Vegas, they discover Rook is actually Obadiah Stane, who has been manipulating events for his own gain. After Bucky kills Stane, they engage in battle with Goliath before facing off against Hydra.
Despite breaking free from his conditioning, Bucky is recaptured, while Alexei manages to escape, ultimately becoming a gym teacher before joining the Avengers.

Significant Revelations in Episode 3’s Conclusion

The episode concludes with a shocking realization for Alexei, who sees Stane not as a hero of the Russian cause, but as a self-serving capitalist. This moment catalyzes both Red Guardian and Winter Soldier to reject their superiors, culminating in a fierce showdown against Hydra. The implications of this narrative twist could resonate within the broader MCU timeline.

It’s noteworthy that the primary divergence from the established MCU occurs with Alexei’s intervention in the Stark murders. This suggests that Stane’s duplicitous role in orchestrating the assassination of Tony Stark’s parents may also hold true in the main timeline, showcasing a darker layer to the initial villains in the franchise.

Easter Eggs and Cultural References

Spotting Connections to MCU Lore and Pop Culture

What If…? Season 3, Episode 3 features numerous nods to both the MCU and broader pop culture. Here are some notable references:

1991 Civil War Footage: Echoing Captain America: Civil War, the episode displays grainy security footage of the Stark assassination, highlighting Red Guardian’s unexpected role.
Dreykov’s Daughter: A photo of General Dreykov’s daughter, Antonia, hints at her future as Taskmaster in the upcoming Thunderbolts.
Tetris Reference: A scene with Alexei playing Tetris celebrates the iconic video game that originated in 1985.
Winter Soldier Theme: The haunting theme associated with Bucky Barnes plays during pivotal moments, enhancing emotional tension.
Goliath’s Introduction: Bill Foster, portrayed by Lawrence Fishburne, is searching for the duo—his character previously introduced in What If…? Season 2.
Voice Talent: America Ferrera voices Ranger Morales, adding star power to the episode.
Thelma & Louise Reference: The classic canyon jump scene evokes the famous 1991 film, adding a humorous touch.
Coney Island Memory: Bucky’s recollection of Coney Island ties back to his memories shared with Steve Rogers in Civil War.
Red Guardian’s 2012 Cameo: The episode teases Red Guardian’s future by inserting him into the iconic group shot from the original Avengers film.