Go Behind the Scenes of ‘What If…?’ Season 3

Brad Winderbaum and Bryan Andrews break down the third and final season of Marvel Animation’s genre-bending hit.

Ready for one final watch?

Marvel Animation’s What If…? returns for its third and final season, venturing into the multiverse for a new set of stories. The season premieres December 22 on Disney+, with new episodes dropping daily for eight days.

Ahead of the season 3 premiere, Marvel.com caught up with director Bryan Andrews and Marvel Studios’ Head of Television Brad Winderbaum, who opened up about saying goodbye to the genre-bending show.

“It makes me feel happy and sad at the same time,” Winderbaum says. “After three seasons, many people have grown very attached to these characters, especially Uatu, the Watcher. Watching this incarnation sail off into the sunset is really melancholy. Also, it’s the show that launched Marvel Studios Animation. It was our flagship title, and the roots of the entire studio were born in this show. There would be no X-Men ’97 without What If…? There would be no Friendly Neighborhood Spider-Man without What If…? There would be no I Am Groot without What If…? It will always be that first love.”

What If…? season 3 goes out with a bang, weaving ambitious stories that echo throughout the Marvel multiverse. One episode finds the Avengers suiting up in high-tech mech suits to face off against a colossal threat. Another goes back in time to 1872, while yet another sends the Red Guardian and a reluctant Winter Soldier on an unexpected road trip together.

“In the stories, [we wanted] to be able to push them and get a little bit wilder,” Andrews explains. “We’ve got the stompy robot episode. We’ve got the Western episode. They don’t have to be connected to a movie, and they can be their own adventures.”

This season also introduces a familiar member of the X-Men, albeit with a twist: Fan-favorite mutant Storm will make an appearance, this time as the hammer-wielding Goddess of Thunder. It's an idea that was born while Winderbaum was working on X-Men ’97, and he jumped at the chance to bring everyone’s favorite weather-manipulating mutant into the world of What If…?

“I had just come from a review and had been listening to [Alison Sealy-Smith’s] voice in X-Men ‘97, and it was an idea that was just too incredible to pass up,” Winderbaum explains. “There’s a famous issue in the comics where Storm is the Goddess of Thunder, so that just sealed the deal. And we were off to the races.”

“She is royalty among the X-Men and among other heroes as well,” Andrews adds. “Being able to see her in the What If…? style was exhilarating. Having our designers jump in there and design that, they were nerding out — as hopefully people are when they watch her!”

The result, Andrews and Winderbaum hope, is a fitting send-off to the wild world of What If…?

“This show really is a labor of love,” Winderbaum adds. “It’s a show that could only exist in animation, which is one of my favorite things about it. We’re lensing the MCU in different ways, and animation becomes the conduit to telling those stories.”