Warning! This post contains SPOILERS for What If…? Season 3, episode 3Marvel’sWhat If…?Season 3 provides an exciting first look at what a Red Guardian and Winter Soldier team-up could look like in theMCU…before 2025’sThunderbolts*. Set in a reality where Alexei Shostakov is discontent with his undercover assignment in the United States as seen inBlack Widow, the Red Guardian instead decides to break protocol and join forces with Bucky Barnes' Winter Soldier during one of his darkest known missions. The result is an exciting alliance between the two Russian operatives (with a surprising twist at its end).
InWhat If…?Season 3, episode 3, Red Guardian prevents theWinter Soldier from killing Howard and Maria Stark in 1991. As such, this creates a new timeline in which Alexei and Bucky become fugitives on the run from law enforcement (and SHIELD). With that in mind,here’s a recap of the new episode, our breakdown of the ending, and the biggest Easter eggs and references we found inWhat If…?Season 3.

What If…? Season 3 Episode 3’s Ending Teases A Major Reveal For The Main MCU
Was Obidiah Stane Really Behind The Stark Assassinations?
Believing that Rook was a true Russian hero fighting for the revolution against capitalism,Alexei is devastated to learn at the end ofWhat If…?Season 3, episode 3 that Obidiah Stane is nothing more than a true American “capitalist pig"who was only looking out for his own self-interest. However, the revelation does help both Red Guardian and Winter Soldier turn against their handlers and generals, leading to their defiant last stand at the episode’s end. However, one has to wonder what this ending might mean for the main MCU timeline.
What If Season 3 Cast & Character Guide
What If…? returns for its final season with an enormous cast of characters plucked from every disparate corner of the constantly expanding MCU.
The only real established difference in this episode from the main MCU timeline is Alexei preventing the Starks' murder.As such, it stands to reason that Stane’s role behind Hydra’s intel about the Starks and where they would be on December 16th, 1991 would also be true for Earth-616. If so, this makes the Starks' murder and the MCU’s very first villain even darker with the revelation that Stane orchestrated the murder of Tony Stark’s parents years before he hiredThe Ten Rings to take out Tony himself as seen in 2008’sIron Man.

What If…? Season 3 Episode 3’s Biggest Easter Eggs and References
ReferencingCivil War,Avengers, Classic Video Games, And More
There are some pretty cool MCU nods and pop culture references made inWhat If…?Season 3, episode 3. Here are all the biggest ones we found:
New episodes ofWhat If…?Season 3 release daily at 3amET/12amPT on Disney+.

What If…?
Cast
What If… ? is an animated anthology series set in the Marvel Cinematic Universe which features fan-favorite characters, including Peggy Carter, T’Challa, Doctor Strange, Killmonger, Thor, and more. The new series, directed by Bryan Andrews with AC Bradley as head writer, features signature MCU action with a curious twist. The show sees Uatu the Watcher, an omnipotent being that observes the events of multiple universes from afar as they unfold, unable to interfere. However, things shift when an entity peers beyond the veil, jeopardizing the multiverse.





