What If Season 3 Episode 5 Recap: Detailed Breakdown, Ending Explained, and Hidden Easter Eggs

Warning! This post contains SPOILERS for What If…? Season 3, episode 5.

The latest episode of What If…? Season 3 dives into a profoundly dark variant of the Marvel Cinematic Universe (MCU), presenting an ending that even The Watcher finds disturbing. In a world devastated by chaos, Riri Williams emerges as one of the few remaining heroes, striving to combat the malevolent forces that dominate this shattered reality. Yet, the episode culminates in a shocking twist, hinting at far-reaching consequences that extend beyond this particular timeline.

In stark contrast to the lighthearted escapades of Darcy and Howard the Duck in the previous episode, this installment unveils a serious narrative set against a dystopian backdrop. The pivotal event—the Emergence—initially prevented in 2021’s Eternals—has here transpired, leading to a decimated Earth under the grip of a notable Marvel villain. Below, we provide a detailed breakdown of the episode’s plot, elucidate the unexpected conclusion, and highlight the Easter eggs and references sprinkled throughout.

What If…? Season 3 Episode 5: Spoilers & Key Insights

Exploring “What If…The Emergence Destroyed The Earth?”

Uatu reveals that Ironheart is the last glimmer of hope in this grim timeline, yet tragically fails in each attempt.
Riri collaborates with Sharon Carter’s Power Broker, who provides her with a makeshift tool—an easy-bake oven—to forge a crucial weapon.
After an attack by White Vision and several Iron Legion units (some appearing as mere projections), Riri is saved by a brave group known as “The Resistance,”which includes General Ming-Na, Okoye, Wong, and Valkyrie.
The emergence of Tiamut occurs prior to the Eternals’ intervention, resulting in catastrophic damage to Earth.
Taking advantage of the ensuing turmoil, Mysterio seizes control of Stark Industries, utilizing holographic technology and the Iron Legion to establish the Iron Federation, with White Vision as his enforcer.
As Mysterio nears his end, he plots to eliminate the Resistance before his demise, dispatching White Vision to obliterate them.
With the Resistance’s support, Riri enhances her weapon and defeats White Vision, although she’s left alongside only a few surviving members of the Alliance.
Transforming White Vision’s remains into a new suit, Riri becomes an amalgam of human and synthezoid, enabling her to bypass Mysterio’s illusions temporarily.
Ultimately, Mysterio gains the upper hand, killing the remaining Resistance fighters and seeking to appropriate Riri’s suit to extend his own life.
Uatu steps in, motivating Riri to continue her fight. In an extraordinary act of defiance, she phases through Mysterio, absorbing his nanites to defeat him, eventually projecting a colossal Avengers symbol into the sky as a beacon of hope for those still living amidst the devastation.
A trio of Watchers observes Uatu’s oath-breaking, deciding they must now monitor his actions closely.

How Ironheart Overcame Mysterio: An Explanation

And the Reasons Behind The Watcher’s Intervention

Despite her new hybrid suit crafted from White Vision’s remnants, Riri faces despair when Mysterio reveals the fate of her Resistance comrades. Overwhelmed and on the brink of surrender, it’s Uatu who uncovers the bleak truth: Ironheart’s spirit has consistently been crushed, and Mysterio has bested her every time he’s observed these alternate realities. However, breaking from his pledge, Uatu urges Riri to persist, altering the course of this reality’s fate significantly.

Inspired by Uatu’s encouragement, Riri summits her final effort, phasing through Mysterio as she siphons the nanites sustaining him. Ascending into Earth’s orbit, she conjures a stunning Avengers symbol for all to witness. The plot twist reveals Uatu is, in fact, under scrutiny from a trio of Watchers—Eminence, Incarnate, and The Executioner—who disapprove of his repeated breaches of duty, contemplating potential repercussions for him moving forward.

Noteworthy Easter Eggs and References in Episode 5

Connections within This Darkened MCU Reality

Episode 5 of What If…? is replete with numerous MCU references and Easter eggs. Below are some notable connections from this episode:

Iron Legion: Initially introduced in Avengers: Age of Ultron, Tony Stark’s Iron Legion gets repurposed by Mysterio under the banner of his Iron Federation following his takeover of Stark Industries.
Sharon Carter’s Power Broker: Still operating under her alias, Sharon appears selling Riri what appears to be a simple tool, hinting at her potential return to the live-action MCU.
Alternate White Vision: This manifestation reflects a similar fate for Vision, repurposed into White Vision here, echoing themes from WandaVision.
Asgardian Skiff: The Resistance is depicted using an Asgardian skiff reminiscent of structures seen in Thor: Love and Thunder (sans the fan-favorite goats).
Casper the Friendly Ghost: Wong humorously refers to White Vision as “Casper,”alluding to the iconic character while buying Riri crucial time.
Ultimate Mysterio: Mysterio’s new appearance draws inspiration from the Ultimate Comics’ incarnation, who was known for bridging the stories of different Spider-Man universes.
Master of Illusions: Mysterio’s self-proclamation as the “Master of Illusions”resonates with his comic book persona.
A New Triad of Watchers: The trio of Watchers may echo the figures first showcased in Guardians of the Galaxy Vol. 2, rumored to be connected to significant narratives.