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Living brains and anti-fascist odes: The greatest What If...? stories in Marvel history

What if Aunt May died? What if the Punisher joined SHIELD? What if, what if, what if?

Logo for Marvel Studios’ animated series What If...? Marvel Studios

Marvel Studios announced 10 new movies and TV shows at this year’s San Diego Comic-Con, and some of them were pretty obscure — but none so niche as What If…?, a new animated series.

The show is based on the Marvel comic series of the same name, created in 1977 to explore alternate universes just for the fun of it. What If…? was hosted by Uatu the Watcher, a powerful being who observes and records humanity. And, sometimes, he likes to take a peek at other universes. Some What If…? stories revealed what would happen if a classic Marvel story had gone a different way, while others got quite a bit weirder.

With the What If…? animated show — starring Jeffrey Wright — on the horizon, we thought we’d take a look at the best What If…? stories from the comics.

What if the Hulk had the Brain of Bruce Banner?

What If...? Vol. 1 #2

This early tale is wild and wacky, but it really follows through on exploring its premise. Here, Bruce Banner’s mind remains intact when he first becomes the Hulk. It leads to a different life where he finds a decent balance between being a scientist and occasionally a green giant. He becomes friendly with the military and Fantastic Four, offers aid during emergencies, and helps cure hero Ben Grimm of being the monstrous Thing.

When Galactus later comes to destroy Earth, Bruce, Reed Richards and Charles Xavier combine forces to stop him — literally. Using wild comic book technology, they merge themselves into one powerful being, the X-Man, who scares off the devourer of worlds. But there is a cost: Not only do Reed, Bruce and Charles lose all their powers in the process of becoming separate people again, but Ben Grimm is mutated into a violently aggressive version of the Thing, now in constant conflict with the military.

Reed Richards in the form of a disembodied brain in What If...? #6, Marvel Comics (1977). Roy Thomas, Jim Craig, Rick Hoberg/Marvel Comics

What if the Fantastic Four Had Different Super-Powers?

What If...? Vol. 1 #6

Over the years, many creators have noted that the Fantastic Four’s abilities seem to reflect parts of their personal nature. This story asks, what if their mutations focused on different aspects of those personalities?

Mechanic Johnny Storm becomes a living robot called Mandroid. Ace pilot Ben Grimm is now the winged Dragonfly. Sue Storm has elastic powers as Ultra-Woman. Most bizarre of all, Reed Richards is now nothing but a telepathic brain that somehow survives without a body, earning him the codename of… Big Brain!

It’s not hard-hitting drama, and it doesn’t really provide new insight into familiar characters, “What if the Fantastic Four Had Different Super-Powers” is memorable for being so oddball. Not only do we get a full dive into how the personalities of these four heroes would evolve differently, we also get trippy scenes like watching Big Brain float and swim to different parts of the Fantastic Four HQ thanks to the system of tubes he installed.

John Jameson III becomes Spider-Man, with J.J. Jameson II’s approval, in What If...? #7, Marvel Comics (1977). Don Glut, Rick Hoberg/Marvel Comics

What if Someone Else Had Become the Amazing Spider-Man?

What If...? Vol. 1 #7

Here, we get not one but three stories where someone besides Peter Parker is bitten by a special spider and mutated by its radioactive venom.

In one world, Flash Thompson gets the power and tries to be a celebrity in the wrestling circuit, but his lack of restraint leads to a death. He then attempts to be a hero called Captain Spider, only to die in battle against the Vulture. In another reality, Betty Brant gets the power and Peter Parker encourages her to become the crime-fighting Spider Girl. But when she fails to stop a burglar who later kills Peter’s uncle, she becomes overwhelmed by guilt and quits. Finally, we see a reality where J. Jonah Jameson supports his super-powered son John as he becomes New York’s champion: “Spider Jameson.” John lives heroically but then dies during a mission where, in the mainstream Marvel Universe, he was the one in danger and Peter saved him.

The Watcher remarks that these realities prove not just anyone can step into the role of superhero, you also need the right kind of person for the job.

What if Wolverine had Killed the Hulk?

What If…? Vol. 1 #31

You’d never know it from his later fame, but Wolverine’s first appearance was as a one-off villain in The Incredible Hulk. The Canadian government ordered him to capture the rampaging green goliath, the battle ended in a draw and in his next appearance Wolverine was one of the X-Men.

“What if Wolverine had Killed the Hulk” reimagines the mutant brawler’s debut story as a tale of tragic criminality. Ignoring his non-lethal orders, Wolverine flies into a rage and kills the gamma-powered goliath. From there he unintentionally claims more lives, goes on the run from the government, and is eventually recruited by the Brotherhood of Evil Mutants.

Magneto assigns Logan to join the X-Men as a sleeper agent, but he comes to respect the team and realizes that, for the first time, he is seen as a member of a family, not just a living weapon or a resourceful colleague. When Magneto’s forces strike, Wolverine sides with the X-Men. He and Magneto wind up killing each other, and the heroes mourn the loss of a teammate who chose the right path in the end.

The villain Korvac percieves the hand of Death in his universe-ending actions, in What If...? #32, Marvel Comics (1982). Mark Gruenwald, Greg LaRocque/Marvel Comics

What if the Avengers had Become Pawns of Korvac?

What If…? Vol. 1 #32

During The Korvac Saga, the Avengers fought Michael Korvac, a person who’d gained god-like abilities and opposed Earth’s heroes, killing several. During a pivotal moment of battle, he lost faith and then allowed himself to be defeated, using his last moments to restore those he’d slain. In this reality, he doesn’t lose faith and wins. He then goes about his plans to remake the galaxy how he sees fit, convinced this will be for the betterment of all. He resurrects several Avengers to act as his soldiers, their minds now completely loyal to him.

The situation gets so dire that the Uatu of this universe calls on his race for help, saying that they need to do something or this whole reality could die. When they all vote “no,” Uatu decides that’s not good enough and calls forth several cosmic beings and Elders of the Universe. Plans are put into motion even as other races and god-like entities attempt to stop Korvac. None of it works, but it does repeatedly slow down Korvac’s plans, forcing him to recharge himself with energy from others.

Finally, he’s so determined to win that he forgoes all efforts to appear as a human being and even drains the life force of his love Carina, whom he once considered his main reason for living. Korvac’s efforts only result in greater frustration, and finally he brings the entire universe to an end. It’s a pretty intense story of obsession.

Captain America criticizes a crowd of xenophobes saying “I fought Adolf Hitler not because America was great, but because it was fragile! I knew liberty could as easily be snuffed out here as in Nazi Germany!” in What If...? #44, Marvel Comics (1984). Peter B. Gillis, Sal Buscema/Marvel Comics

What if Captain America were Revived Today?

What If…? Vol. 1 #44

This particular story, first published in 1984, has gotten new attention in recent years for still being topical (or perhaps prescient). As many Marvel readers know, Steve Rogers operated as Captain America during World War II, but wound up frozen alive before the war ended. Others operated under the identity of Captain America for a while, and then many years later Steve was revived during an early Avengers adventure. But in this story, the Avengers never found him, and the world changed.

William Burnside, the 1950s Captain America, had been placed in suspended animation due to his increasing aggression and paranoia. In this story, he is awakened by corrupt political players and begins operating again, with the public believing that he is the original Captain America. As his popularity grows, Burnside speaks against minority groups and political activists who challenge the government and call for social change, claiming such talk weakens America. He endorses conservative politicians and becomes a figurehead of the new America First Party, where he clashes with the NAACP and ACLU, arguing that the government needs greater power to effectively deal with possible threats and subversives. The US soon falls under martial law, enforced by the new Sentinels of Liberty. Burnside and the new government inspire increased racism, anti-semitism, and intolerance towards undocumented immigrants.

Finally, the real Steve Rogers is found and revived by members of the US Navy. Steve is shocked to see an America that reminds him of Nazi Germany. He meets resistance fighters including Nick Fury, a gun-wielding Spider-Man, Sam Wilson (who hasn’t had a chance to become the Falcon in this reality), and Sam’s group the Black Cadres (a modern take on the Black Panther party). The resistance storms the America First Party’s convention in Madison Square Garden, where Steve reveals himself as the true, original Captain America and makes an impassioned speech to the audience about the immorality of America First and the wrongness of Burnside’s view. “He went on about how precious America was… How you needed to make sure it remained great!... Well, I say America is nothing! Without its ideals… its commitment to the freedom of all men, America is a piece of trash!” Thankfully, people listen.

Peter and Ben Parker visit the grave of May Parker in What If...? #46, Marvel Comics (1984). Peter B. Gillis, Ron Frenz/Marvel Comics

What if Spider-Man’s Uncle Ben Hadn’t Died?

What If…? Vol. 1 #46

In this world, Ben Parker realizes that his nephew is the vigilante Spider-Man soon after May Parker is killed by a burglar. Ben explains to Peter that he, too, feels great guilt over May’s death, but he encourages Peter to be Spider-Man because people need protecting, not out of a need to cling to guilt. Peter takes this to heart and becomes a slightly different hero.

From that point on, Ben repeatedly acts as a coach in Peter’s life, who appreciates the support but doesn’t care for being treated like a kid. Ben’s attempt to stop J. Jonah Jameson’s smear campaigns against Spider-Man leads to Peter feeling trapped and resentful about a whole new set of complications.

“What if Spider-Man’s Uncle Ben Hadn’t Died” underlines that not every alternate reality has to be obviously worse or better than the mainstream canon. It can be interesting just by showing the domino effect of one small change.

What if the Fantastic Four’s Second Child had Lived?

What If…? Vol. 2 #30

When Sue Richards, the Invisible Woman, was pregnant for a second time, she sadly suffered a miscarriage. In this comic, we get two versions of what could have happened otherwise.

The first tale is a horror story told by Sue’s son Franklin Richards. Here, Sue dies in childbirth and her grieving husband Reed names their daughter Susan in her honor. As the years go by, Franklin Richards realizes that his younger sister “Suzy” is a being who drains the life out of others in order to survive. Try as he might, he can’t convince his father of this, so he turns to another person for help: Doctor Doom.

The second story starts off on a much happier note. Susan does not die during childbirth and her baby is a perfectly healthy girl named Mary. She exhibits only minor superpowers as a kid, but eventually she discovers she has a healing touch, saving a dog who had been hit by a car.

As the years go on, Mary uses her healing touch whenever and however she can, restoring not only injured animals and sick people but even polluted environments. She becomes a political activist speaking out against corporate and political greed, demanding better protections for citizens, workers, minorities, and the planet. The government considers her a dangerous radical and even forbids the Avengers from showing up at her Unity Rally, which causes the team to disband in protest. Despite resistance from some and violence from others, Mary Richards remains sure that social progress and unity through compassion and empathy is worth the risks and challenges, and she leads a movement that reshapes the US.

What if the Punisher Became an Agent of SHIELD?

What If…? Vol. 2 #57

For years, the Punisher has delivered death to killers and terrorists, while also employing all his marine training to ensure civilians and police aren’t caught in the crossfire. But in this story, Nick Fury, Director of SHIELD, approaches Frank Castle early in his vigilante career. Fury’s offer is simple: Put your skills and mind to work as an agent, or go to jail with a life sentence. In this reality, the Punisher decides to say yes.

As a member of SHIELD, Frank Castle is given incredible resources, including his own team. He leads many successful operations against major terrorist groups, but constantly gets in trouble for disobeying orders, breaking the rules of engagement, and killing targets who had valuable information. After repeated clashes with Fury, Castle decides to make an all or nothing play by attacking the main island base of the terrorist group Hydra. After taking down a lot of bad guys on his own, Frank sets off a nuclear explosion, destroying Hydra’s leadership and everyone on the island with him.

What if Magneto Ruled all Mutants?

What If…? Vol. 2 #85

In this reality, Magneto’s old satellite base Avalon is sanctioned as a safe haven for mutants — any who wish to live there rather than on Earth is granted amnesty. Many relocate to the satellite, now free to exist without humans who fear them. But over time, their society develops the same inter-group conflicts and territorial disputes as any other, and Magneto reluctantly realizes mutants are not psychologically superior to humans. In the end, they are all still “people” and will not act peacefully for long unless united by a common cause or fear.

Later on, scans by Dr. Henry McCoy reveal that a newborn mutant boy on Avalon will be able to one day choose his own powers and abilities, making him a superior form of mutant called “homo ultima.” Several of the Avalon residents fear this could be the start of a new generation of super-beings that will look on the average mutant as inferior. Putting aside their differences, a group of mutants attack and slay the baby.

Enraged, the parents and Henry McCoy return to Earth, while the remaining mutants agree to monitor births and search for signs of any other new threats. In truth, Magneto manipulated McCoy’s scans to create the falsehood of “homo ultima,” knowing the fear of a new breed of mutant would unite the Avalon residents, at least for a time.

Illyana Rasputin in the red and gold cloak of the Sorcerer Supreme, with her Soul Staff, in What If... Magik?, Marvel Comics (2018). Leah Williams, Filipe Andrade/Marvel Comics

What if… Magik?

Illyana Rasputin has one of the weirder upbringings among X-Men characters. The younger sister of Colossus, Illyana was trapped in the dimension of Limbo for much of her childhood, raised and trained by the demonic sorcerer Belasco (and he was pretty abusive, being a demon). Along with all that magic training, Illyana has the mutant ability to teleport, and can manifest her magical energies as the mystical Soul Sword.

When she returned to Earth as a teen, only moments had passed, so she joined the New Mutants team and has had a weird life ever since.

In this one-shot special, Illyana does not join the New Mutants. Instead, she journeys off by herself, afraid that she will become a corrupt, magical monster like Belasco. She is found by Dr. Stephen Strange, who learns her story and offers to train her. What follows is a heartfelt and often hilarious story of an exasperated teacher and a teenager who isn’t sure if believing in herself will only make things worse. Between the banter and slapstick, there is a lot of honest talk about self-hatred and coping with abuse. This version of Illyana manifests her energies into a construct called the Soul Staff, finds a decent emotional balance for herself, and becomes the next in line to be Earth’s Sorcerer Supreme.

Wolverine and Captain America battle an army of Peter Parker/Venom clones in What If... Age of Apocalypse, Marvel Comics (2006). Rick Remender, Dave Wilkins/Marvel Comics

What If… Age of Apocalypse?

The X-Men event Age of Apocalypse was the result of David Haller, the mutant called Legion, and some time travel meddling. Long story short, he accidentally created a timeline in which Professor Xavier was killed before he ever formed the X-Men. In the Age of Apocalypse setting, the public was alerted to powerful mutants years earlier, the mutant terrorist Apocalypse was much more successful in his conquests, and Magneto formed his own version of the X-Men in memory of Xavier. Eventually, Magneto’s X-Men realize they’re living in an altered timeline, and do their own time travel shenanigans to set things back the way they should be.

In What If… Age of Apocalypse?, Legion’s journey back in time causes the deaths of both Xavier and Magneto, as well as many innocent human bystanders. This leads to an even more dire situations for mutants, as the world’s human governments opt to immediately hunt down and imprison them based on Legion’s seeming terrorist attack. Soon, most mutants do their best to simply live in isolation in the hidden Savage Land of Antarctica, while non-mutant superheroes are targeted and mostly killed by Apocalypse’s forces.

It’s a sad story that shows a lot of darkness, includes some odd ideas such as an army of Spider-Man/Venom clones, and takes an interesting divergence from the original Age of Apocalypse event. Here, using time travel to correct history is seen as a fool’s game that will always fail or make things worse. Rather than try to erase the past, Captain America and the resistance fighters feel it is better to deal with the here and now, fighting for the future and helping the world heal.

Captain America and Iron Man come to an agreement with the president of the United States about superhero registration, in a non-canonical story in What If... Civil War?, Marvel Comics (2007). Christos Gage, Harvey Tolibao/Marvel Comics

What if… Civil War?

This one-shot comic gave us two different takes on how Marvel’s crossover event Civil War could’ve turned out differently. The original story focused on the Super Human Registration Act, supported by Iron Man to keep people safe, opposed by Captain America as government overreach.

The first story takes place in an alternate universe where Iron Man didn’t survive the events of the “Extremis” storyline. Instead of Tony Stark, Henry Gyrich (a long-time thorn in the side of both the X-Men and Avengers) is put in charge of enforcing the Registration Act. Gyrich enlists sentinel robots and merciless Thor-clones to police superheroes, resulting in many more casualties. After causing the deaths of Captain America and Jim Rhodes, Gyrich becomes President of the US, convinced his actions and lies were for the greater good.

Another story shows us a pivotal moment in the original Civil War crossover where Steve and Tony form a temporary truce in order to negotiate — only for Cap to then double-cross Iron Man with a surprise attack. But this time, Tony is a little more honest, and Cap is open to talking, and he and Tony eventually find a new solution: The SHRA will be enforced by the Avengers rather than the government. Cap is put in charge, with a system of checks and balances to stop him if needed.

This plan works, and a golden age of heroism ensues, where older superheroes train the younger ones and the Avengers police their own, where costumed crime-fighters become stronger through cooperation and respect rather than conflict and a refusal to compromise.

There are lots of great What If…? stories out there — many of which would later come true, like “What if Spider-Man Had Joined the Fantastic Four?,” “What if the Invaders Had Stayed Together After World War II?,” “What if Spider-Man’s Clone Had Lived?,” and “What if Jane Foster Had Found the Hammer of Thor?”

Hopefully we’ll see at least some of these when What If…? hits Disney Plus in 2021.


Alan Kistler is a sci-fi/comic book historian and transmedia personality who moonlights as a consulting nerd, script doctor, and narrative writer. He is a contributor to Captain America VS. Iron Man: Freedom, Security, Psychology and author of the New York Times Best Seller Doctor Who: A History. He wants to see live action adaptations of “What if Thor had a Norweigian accent?” and “What if Dr. Strange were a Stage Magician?”