The Sheer Bloody Fun of What If…? “Captain Carter Were The First Avenger”

Marvel’s new What If…? animated series takes us back to the beginning with a rewrite of Captain America: The First Avenger. In this version, it’s Peggy Carter who takes up the Mighty Shield—and the shield has a Union Flag on it.

I have to say I think this is the most pure fun I’ve had watching any of the Disney Marvel series so far?


The Watcher introduces us to the show, explaining that time is a prism, and that there are many timelines, with many outcomes.

As the episode is only 35 minutes long, it has to condense the plot of CA:FA, which leads to it feeling a little rushed at first. Peggy decides to stay in the room when Steve is injected with serum, seemingly because of looooove—which, according to the Watcher, is the point where this timeline breaks. She spots the Hydra goon and his incendiary device, he blows it a little sooner, and snatches the serum before Steve has been Cap-ified. When Skinny Steve (this is how he’s named in the credits, btw) tries to stop him, the goon shoots him, but Peggy is there to take him down before he escapes. With Steve wounded and time running out, she hops into the machine and Howard Stark completes the experiment.

So no, we still don’t have the timeline where Stanley Tucci lives on.


Maybe the next one.

Colonel Flynn spends the next 15 minutes growling “But she’s a girl!” which gets kind of tiresome, but luckily Peggy is Peggy, not Steve Rogers, and keeps training and snapping at him until finally Howard Stark goes behind everyone’s backs, spruces up the USO uniform they never quite forced her to wear, and creates the previously mentioned Union Flag shield. Thus armed, she intercepts a Hydra convoy, destroys all the goons, confronts Zola, and takes the Tesseract immediately. Then she rescues the 107th.

With that dealt with, the battle montages can be sheer Nazi-punching joy. But wait, did you want more joy? Because Howard Stark just used the Tesseract to make Skinny Steve AN IRON MAN SUIT.


We get a wonderful sequence of Captain Carter and “The Hydra-Stomper” taking down Hydra planes, swooping through the air together—Carter can’t technically fly, but she can sure let Steve fling her around and catch her while she decimates plane engines with her shield!

Screenshot: Marvel Studios

But all good things must come to an end, and all Marvel stories must rip our hearts from our chests. When Carter, Rogers, and the Howling Commandos intercept a Hydra train, Steve goes in first, only to find it’s rigged with dynamite. A trap! Everyone else escapes, but Steve goes down in the explosion. Colonel Flynn chides Peggy for showing her grief, and instantly vaults ahead of Thanos in my mental Marvel Villains Ranking List Post. What a tool. But she soon gets the upper hand again, telling him he’s “lucky to be in the room” as she, Howard, and the Howling Commandos concoct a plan to take the Red Skull down.

They invade Red Skull’s castle, with Carter and Stark arriving just in time to find Skull using the recovered Tesseract to create an interdimensional portal, and Bucky and the Commandos discovering the empty Hydra-Stomper… and Steve! He’s still alive! They get him in the suit and manage to cook up enough power for him to help, but it might not be enough. A giant tentacle monster is coming through the portal, and before you can say “I did it 35-minutes ago” the Red Skull has been squished like a grape. Peggy finds a sword (!!!) and battles the MurderSquid, while Howard tries to figure out enough German engineering to reverse the portal. Steve helps.

But again, Marvel, right? The only way to save the world is for Peggy to physically shove the MurderSquid back through the portal, and the Tesseract to close it with her inside, and Steve kneeling and weeping.


Cut to 70 years later, when Nick Fury and Hawkeye reopen the portal, and out pops Peggy Carter, sword raised, severed tentacles flying everywhere.

Screenshot: Marvel Studios



The episode was written by head writer/executive producer A.C. Bradley, formerly a writer on Trollhunters: Tales of Arcadia, who is also a writer/producer on the upcoming Ms. Marvel. Her take on The Watcher is the kind of thing that makes me jump up and down in happiness, so I’ll quote her directly:

He’s above everyone, but there should almost be a gleefulness watching these stories. I keep using this metaphor, which I’m not too sure if anyone likes, but I always compare it to the pizza rat meme that went around a few years ago. Someone next to the subway recorded this video of a rat dragging a slice of pizza across the platform. I think that’s what The Watcher is- he’s a guy watching a rat drag a slice of pizza across the platform. He has no interest in becoming friends with the rat, living amongst the rat, or doing rat things. He just goes, “Man, this is remarkable. Look at the little guy go”! That is The Watcher’s relationship with humanity.

I’ll admit it took me a few minutes to get used to the animation style, and in the end, I thought it worked better for the battle scenes than in the quieter, human moments the characters share. But that’s a small quibble with a show I really enjoyed.

Screenshot: Marvel Studios

But let’s talk about that for a second: I think I believe Peggy and Steve’s love even more in this iteration than I do in the main timeline MCU? The two of them clearly have a spark before the experiment. After Peggy becomes Captain Carter, even with all of her newfound strength, it often feels like it’s the two of them against the world. She still isn’t fully respected by the military higher-ups, but Steve has always respected her. And she, in her turn, tells him he’s her hero, and is the one to remind everyone that the Hydra-Stomper is nothing with Steve Rogers inside of it. We get to see the two of them fight together in a way they never could in our usual timeline, and that partnership is so strong that the ending of a 35-minute cartoon is actually emotionally affecting.

Peggy herself is a magnificent protagonist for this first outing. Where Cap is all stalwart morality, Captain Carter is gleeful. She loves her new strength, she loves punching Nazis, she loves bantering with Howard Stark. For her, being Captain Carter is an adventure—but it’s also the first time she’s been able to be fully herself. She can fight the way she’s always wanted to. Once Colonel Flynn gets the hell out of the way she’s able to be the action hero she’s always been in her head. As Steve says “the outside finally matches the insides.”

Screenshot: Marvel Studios

And now let’s get to the real MVP. This series is the perfect vehicle for Howard Stark: American Playboy. Again, because this episode is a (mostly) more fun take on CA: FA, Howard also gets to go full comic relief, flinging zingers no matter the danger, proclaiming his own genius, and, best of all, building that suit! It also gives the show some extra depth, I think, because we see Howard give Peggy the go ahead to intervene in the experiment, and when Colonel Flynn tries to sideline her, he builds her a shield and helps her become the hero she’s meant to be. Later, when Steve Rogers is trapped back in the terrible position of watching while everyone else fights, Howard yoinks the Tesseract and secretly builds him an Iron Man suit, so he can be the hero he was meant to be. Stark looks at the most unlikely people and is just like, “Yep, that’s a hero! They just don’t know it yet.” I want a whole episode just for him.

After this first outing, I have high hopes for What If…? This series doesn’t seem to be leading us into the future MCU the way the three previous Disney+/Marvel series have, and I’m guessing it’s not going to tackle themes of grief the way WandaVision did, or possibly even deal the glancing blow to Free Will vs. Determinism that Loki did, if the rest of these episodes are as touching and exuberant as this one, the series will give us what the first Iron Man did: a sense of wonder and excitement at watching people try to be heroes without taking everything so bloody seriously.

Screenshot: Marvel Studios


Favorite Lines:

This might not always be a feature in these reviews, but Howard Stark’s got jokes, and I’m going to round ‘em up for you.

  • Howard, to Peggy, post-serum: “You wont be needing those heels anymore!”
  • Howard, handing Peggy her new suit and Shield: “Flynn’s a moron! Lucky for you, I’m a genius!”
  • On seeing the MurderSquid: “Monsters??? No one prepared me for actual monsters!”
  • On German engineering: “Hedy Lamar and I spent a weekend together—but she wasn’t teaching me German!”
  • Howard, seeing that the Hydra-Stomper survived being blown up: “I told you it was indestructible!” (Who is he even saying this to??? The Squid??? Gosh I love him.)
  • One from Bucky, when Peggy saves him on top of the train “Thanks! You almost ripped my arm off!”
  • One great line from Steve! Having been shot in the gut, in excruciating pain, and realizing that his one chance at becoming a super soldier is lost forever, looks up at Captain Carter and says, “Peggy…? Wow!” like a boy picking up a prom date. Steve Rogers is the most wholesome.
  • But of course the last word goes to Captain Peggy Carter, who, in her first battle, flips a truck over her head and takes out multiple motorcycles with one toss of her Shield, and declares herself “Bloody brilliant!”

I have to say I agree. Join me next week for for more adventures in the Multiverse!


Leah Schnelbach wants Super Serum! And a Shield! But most of all they want to be as witty as Howard Stark. Come exchange zingers on Twitter!


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