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‘What If…?’: How the MCU Got Flipped ‘Twilight Zone’-Style in the New Animated Anthology

Marvel embraces a heightened, illustrative animation style with cinematic appeal for changing destinies and altering the MCU.

What If MCU Nick Fury Hawkeye Samuel L Jackson Jeremy Renner

“What If…”

Courtesy of Disney+


What if Peggy Carter became the first Captain America to battle the Nazis and Hydra? What if Black Panther became Star Lord and fought The Collector? And what if Nick Fury was forced to team up with Loki to solve the murders of several would-be Avengers? All of those hypothetical questions are brought to life in the initial three episodes of “What If…?,” Marvel’s first animated anthology (currently streaming on Disney+), which turns the MCU on its head — “Twilight Zone” style — with 10 wild alternate timelines in Season 1, narrated by Jeffrey Wright’s omniscient Watcher.

“So often in these kinds of media, women write the female characters and writers of color write the heroes of color, and white men get to write everything else,” said creator A.C. Bradley (“Trollhunters: Tales of Arcadia”). “And the fact that they were trusting me, a woman, to tell an Iron Man story, to go have fun with Thor, to run with an idea for Killmonger, was a real treat and an honor. They were letting [me] play with all parts of the multiverse.”

But with so much creative freedom, Bradley occasionally stumbled on ideas already in the works, such as the premise of “Guardians of the Galaxy Vol. 3,” and spotlighting Jane Foster as a female Thor when Marvel already had “Thor: Love and Thunder” — starring Natalie Portman and directed by Taika Waititi — in the works. “I then realized that the best way not to run head first into a movie was to go weirder, go wilder, go for something different that you know they would never do in the movies,” she said.

T’Challa/Star-Lord in Marvel Studios' WHAT IF…? exclusively on Disney+. ©Marvel Studios 2021. All Rights Reserved.

“What If…?”

Courtesy of Marvel Studios

Yet there needed to be an underlying purpose to changing the multiverse — to enrich the characters in some way. Otherwise, it wasn’t a story worth telling. “The stories we chose offered the greatest dynamism for the characters,” said executive producer Brad Winderbaum, head of streaming, television, and animation at Marvel Studios.

Turns out, though, that opening with Peggy Carter (voiced by Haley Atwell) as the first Avenger was Marvel president Kevin Feige’s idea. It was Bradley’s task to figure out how, and she came up with a plan while re-watching “Captain America: The First Avenger.”

“There’s a moment when Stanley Tucci’s Dr. Erskine asks if she’d be more comfortable in the booth, and that’s the moment, because her staying in the room, will change this world,” she said. “She’s going to be the one to get the serum, but, on a bigger note, a woman staying in the room is how we change the world. It would’ve been true in the 1940s and it’s definitely true now. That was a blast to explore her being the first Avenger and how things don’t actually change. If you want to win the battle, you’ve gotta be willing to fight, and Peggy Carter is a fighter.”

In Episode 2, with the late Chadwick Boseman portraying T’Challa/Black Panther for the last time, he demonstrated a lighter, more Bondian side as Star Lord. “It was important to Chadwick that we stay true to the character of Black Panther,” Bradley said. “He wanted to make sure we weren’t undoing the hard work that he did, and he was pleasantly surprised by the script because he signed on right away and wanted to have fun.”

"What If...?" Episode 1 Carter

“What If…?”

Courtesy of Disney

Episode 3, which Bradley jokingly calls “Law and Order: MCU,” was more of a puzzle to figure out with Fury’s (voiced by Samuel L. Jackson) big week. “Only the real die-hard fans are aware that Thor, Hulk, and the second Iron Man movies all take place inside one week,” she said. “So we wanted to reward them by giving them an Easter Egg-filled episode. […] My job was to figure out what the hell it’s gonna be, and looking at Nick Fury and the iconic silhouette, the duster, and the eye patch, you know who he is: He’s the Watcher of the Avengers who keeps his eye on the big picture. So then it was giving him a crisis, a sense of doubt. How would that happen for Nick Fury to question if he made the right choice? So, from there, it turned into this fun mystery-noir, and then taking pieces from those movies and trying to find the most iconic shots and weaving them into the story.”

Meanwhile, the greatest challenge, of course, was adapting the MCU into a vibrant, retro animation style. Director Bryan Andrews, a veteran storyboard artist (“Doctor Strange,” “Avengers: Endgame,” “Star Wars: Clone Wars”) worked with Ryan Meinerding, the head of visual development at Marvel Studios, in creating the animation style, which was a combination of 3D modeling with 2D shading, and Stephan Franck (“The Smurfs: The Legend of Smurfy Hollow”) served as head of animation. The animation was divided between Blue Spirit, Squeeze, and Flying Bark.

“Originally, we thought it would be great to be 2D, but for the time frame we were making it in, we couldn’t find a studio with the right muscle power to do what the show needed, and those that could were already busy, so we had to pivot and thought 2.5D would be a good way to go as long as we leaned more heavily into the 2D aspect and avoided a video game look,” Andrews said.

They landed on an illustrative style that borrowed from J.C. Leyendecker (“The Saturday Evening Post”), who depicted men and women in the ’20s and ’30s who were very glorified-looking. “That was a close stepping off point from the cinematic universe rather than a mega-comic book-y approach,” he said.

(L-R): Hogun, Lady Sif and Loki in Marvel Studios' WHAT IF…? exclusively on Disney+. ©Marvel Studios 2021. All Rights Reserved.

“What If…?”

Courtesy of Marvel Studios

Episode 1 sports a very expressionistic vibe, in keeping with the ’40s time frame and the look of “Captain America: The First Avenger.” “We were trying to play in a similar space with stark lighting and shadow,” Winderbaum said. “It has a rich atmosphere, emulating these anamorphic focal lenses that spread the light in a particular way.”

Episode 2 gets more exotic by emphasizing the purple and blue of “Black Panther” within the “Guardians of the Galaxy” universe, but shifting to yellow for Wakanda. Episode 3, given its genre, goes for a gritty noir look, offering greater depth with shallower backgrounds and more emphasis on the characters.

“It was a fun era of the MCU to explore, that week of Nick Fury’s life… incredibly nerdy,” said Winterbaum, who is helping evolve the animation style for the series to make it more polished and expansive. “But also, to me personally, we got to revisit where the studio was [stylistically] in doing the first ‘Avengers’ movie, exploring a shared universe. To be able to go back and turn it on its head and knock down the sandcastle was really exciting and cathartic.”

“What If…?” premieres Wednesday, August 11 on Disney+. New episodes will be released weekly.

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