What If...? Director Bryan Andrews Mourns His Favorite Rejected Season 3 Pitches & Teases Marvel Zombies

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What If...? season 3 director Bryan Andrews opens up about the final season of the Marvel Cinematic Universe TV show. After three seasons of following The Watcher and his exploration of the multiverse, What If...? is getting ready to wrap up its story with the final eight-episode run premiering on December 22. Episodes will release daily through December 29, just in time to close out 2024. What If...? season 3 also acts as the final Marvel TV show for 2024, while also being the animated series that paved way for other animation within Marvel Studios.
What If...? season 3 taps into the larger multiverse as it visits alternative takes of some of the most popular MCU heroes and villains, but where things played out very differently from Earth-616. Some of the big new debuts that are coming up include the MCU introduction of Storm, with none other than X-Men "97"s own Alison Sealy-Smith playing a new take on the mutant heroine. The show also also operates as a platform to revisit MCU heroes that got introduced in Phase 4 but haven"t been back for a minute, including Moon Knight and Shang-Chi.

Related Every MCU What If…? Pitch Marvel Didn’t Include In The MCU Multiverse Series The creators of Marvel Animation"s What If...? have revealed many episode pitches that unfortunately never made their way into the multiverse series.
Posts In a new interview with ScreenRant, Andrews previewed what viewers can look forward to in What If...? season 3. He revealed how one of their scrapped ideas from season 2 made its way to the final season, while also tossing out some of the concepts that never came to fruition. The director also detailed the introduction of Natasha Lyonne"s new character (who is different than the one she will be playing in The Fantastic Four: The First Steps).
How What If...? Season 3 Developed Howard The Duck & Darcy's Episode "Guys, it's like True Romance. No sarcasm."

Screen Rant: I"m a big fan of What If...?, and I love that you helped create the story for episode 4. How did you manage to get all those characters involved? What was the story idea behind that?

Bryan Andrews: You"re talking about the Howard the Duck and Darcy episode? Ever since season 1 when we did the Party Thor, and we had those two characters meet and get married in Vegas, I"ve always been saying, "It would be funny to follow up on that."
I always had this loose kernel of "What if they"re on their honeymoon?" Just the idea of them gallivanting around the universe, pissing a lot of people off, and it all comes to a head. We were coming down to season 3, so we got to talk about the story and figure out what"s really going on here. I brought it up, and I finally mentioned, "Guys, it"s like True Romance. No sarcasm. It"s like they"re legitimately in love for real. It"s True Romance." All these other individuals, there"s something that they might want or whatever, and they"ve all got to come together. We have the big craziest of the end. It"s like True Romance. And Matthew Chauncey was like "Oh, my God!"
As soon as I said True Romance, he"s like, "I got it, I got it." And then Brad was like, "It"s got to be a baby. They"ve got to have an egg, I"m telling you guys." And then we spitballed the next aspect of it, and that was awesome. It all really came together from a small kernel I had. I saw something like this and brought it to the team, and then they were able to just attack it with vigor, and it was hilarious.
We had Stephan Franck directing that episode, while I was supervising directing and still executive producing. I was doing Zombies at the same time, so we had to have Stephan come in and just help shepherd some of these things along a little bit. And then I"d jump in and take over in post and the rest of it. And it was just a blast; it is such a zany freaking comedy episode.

Screen Rant: In the first season of What If...?, we really get to fall in love with Captain Carter, while in the second season, we really get to discover who Kahhori is. Is there a character in the third season that we"re highlighting to wrap things around in the final episode?

Bryan Andrews: There is a character [named Byrdie] that"s new, and Natasha Lyonne does the voice, but I can"t give too much more context. I think it might ruin things for people, and I want people to discover it as see it. But she is a new character, and she does pop up, so hooray!
But it"s fun being able to do that. We were able to do that with Kahhori, and you can see in the trailers, we brought her back, which is great. We love her, and we just can"t get enough. We had to bring her back, and we found a way to do that. But I can"t wait for people to revisit some old friends.

Every Episode Of What If...? Season 3 Is In Its Own World, But Captain Carter & The Watcher Are The Throughline "There's always that overarching story, and then we have that other stuff percolating underneath."

Screen Rant: Captain Carter's been a throughline through the show. What can we expect from her in season 3?

Bryan Andrews: I can"t give anything away, but we do see her. It"s almost like What If…? is the Watcher"s show, in a way, but Peggy"s his muse. We illustrated that in the way they were becoming friends a bit in season 2, and we carry a little bit of that storyline forward. We get to see what that leads to and what consequences ensue as a result.
It was a great way to, again, visit some old friends but still have all these other episodes that are new and fun on their own. There"s always that overarching story, and then we have that other stuff percolating underneath. We"re just doing what we did before, but we"re doing it differently. It"s a different flavor.

Screen Rant: It almost feels like every episode is a different genre of film. I know we"re getting a Shang-Chi Western, which I"m really excited for, but can you talk about how you decided which genres and themes we"d be getting?

Bryan Andrews: It is funny because when we have the big story meetings, we"re all just talking about what it is that we want to do, creating our lists, and throwing it all out there. This is when we get to really go for it.
In some of the previous seasons, it"s been a little bit closer to spinning off of a specific cinematic movie. I"ve always been of the mind that we don"t have to. If the character is enough, let"s just do whatever the hell we want. We don"t need to be tied to anything, hence the Western and hence the stompy robots, and hence Agatha – which is a little bit tied to a movie, but it"s in the ‘30s, so you"ll see how that works out. We have a bit more freedom, and I like the fact that we"re able to do that.
If we"re able to do more, I think we would keep pushing it out there. We had quite a number of ideas, some that we didn"t do or that are just waiting in the wings, and they"re even crazier. They’re just wild and have nothing to do with anything other than just having it just be this awesome meal you get to eat. It"s so different, and I like that. I think audiences are ready for that, and I think they enjoy it.
They know they"ve got enough Marvel Universe to be comfortable, and they can go off over here and be like, “What adventure is this?” and just have fun and be wowed or horrified or whatever the emotion is that we want to exude. As filmmakers, it"s cathartic and enriching and fun because we can pivot with every single episode if we want to. It"s always been a blast figuring out what we’re going to do.

Why What If...? Season 3 Has A Thunderbolts-Esque Episode & No KISS-Centric Stories "Brad wanted to swap them out for a reason, and he was like, “It's going to be great.”"

Screen Rant: One thing I didn"t know I needed was the Alexei and Bucky friendship, which feels like a prelude to what we might get in Thunderbolts*. Can you talk about those characters working together, and your thoughts on the Crimson Soldier run?

Bryan Andrews: It was so long because that episode was supposed to be in season 2, and it got moved to season 3 late in the game because there was another episode that got done early. Brad wanted to swap them out for a reason, and he was like, “It"s going to be great.” Which is hilarious because now it"s creating this weird serendipity with the Thunderbolts* coming up.
But back in the day, it was because they were working on Black Widow, and it was going to come out before season 2. Therefore, Red Guardian was totally available. And I think A.C. Bradley, our head writer at the time, just zeroed in on that and was like, “It"s Midnight Run. It"s buddy cop. It"s all those genres rolled into one.” She could sink her teeth into it and, boy, did she. That script was awesome. It was fricking hilarious and so much fun.
David Harbour just chewed the hell out of that scenery, and so did Sebastian Stan, who did such a great job playing the straight man. The subtlety of his performance is really in there, and I just love it. Those guys are just really great together, and it was a hell of a lot of fun. We did it way early on, and now we’ve got this movie coming out where they"re going to be together again. It"s a really fantastic episode that turned out really well. Everyone did a great job on it.
The run was just because our awesome storyboard artists would draw Alexei with so much fun and character. We knew from the Black Widow movie what he was like, so they would just sink their teeth into it and push it and just be ridiculous. Then the animators would follow some of those awesome boards to the T. Our animation head, Scott Wright, would just also just get in there and play with it and have some fun with it.
Who can fully take credit for that hilarious run? I do not know, but I think it"s a bit of a team effort, probably between our board artists, the head of animation, and a particular animator animating it. It was hilarious and a full collaboration.

ScreenRant: You mentioned other stories of What If…? that you guys still have on deck. Will we get to see those stories? Or were there stories that you weren"t able to tell?

Bryan Andrews: Totally. There are tons. The thing is it"s stories to Tell more like genres I wanted to explore. One of them was basically DnD meets Marvel. I wanted to do straight-up fantasy, and I had this idea where I wanted do a Dungeons & Dragons campaign, except you follow the characters who should not be on this campaign at all, who kind of Forrest Gump their way through it and end up being victorious in the end. It"s all these C or D-level heroes and sidekicks, like Kurt from Scott Lang"s criminal gang, and then maybe Darcy.
You get these people who should not be on a superhero adventure, but maybe they become superhoes by the end all with the tropes of a dungeon crawl. It could be so much fun. And there"s a bunch of other ones.
We had a ton of episodes that we proposed have KISS in them because I"ve been a total fan since I was a child, and some of the other members on the team are too. When we submitted stories to Kevin this time, I think 6 out of 40 of them were KISS-centric in one regard or another – either major KISS or minor KISS. But he didn"t choose any of those. I still think some of them would"ve been fricking hilarious, and one of them was truly a musical. It was basically a universal Battle of the Bands, with villains, heroes, and everyone. The whole universe is about “Who"s the best band?” The judge was KISS, but Kevin"s like, “I don"t know… Maybe not for season 3.” In the future, maybe we’ll do it. Who knows?

Bryan Adams Teases What To Expect In Marvel Zombies "It's a big, big, big sequence, and it will hopefully blow people away."

Screen Rant: Since you mentioned it, Marvel Zombies is something we are highly anticipating. What can we expect from it? Is this a continuation of the last episode, and how much are we going to see the Scarlet Witch in there? What can you say about it?

Bryan Andrews: Well, it is a continuation. It"s a four-episode arc that follows up on what happened after that, but we’re telling the story in a way that you don"t necessarily expect. At first, people are going to be like, “Wait, what the heck is this?”
We jump around a little bit, and it"s going to be a lot of fun, but it"s also hardcore. There"s violence, there"s horribleness, there"s beloved people, and bad things happen to them. But in the end, hopefully, everyone really digs it.

Screen Rant: Are we going to get the backstory of how the zombie outbreak starts, or is it jumping around from various points?

Bryan Andrews: It"s funny, the first episode kind of tells you how it started – Janet Van Dyne brought it. But you"re tapping into something that we do talk about. We jump around a little bit, and there"s a moment in the beginning of episode 2 where we rewind the clock a little bit and show you some s--t. It"s a big, big, big sequence, and it will hopefully blow people away.

More About What If...? Season 3 Close The final season of What If...? sees the return of The Watcher and Captain Carter, along with countless other beloved Marvel characters in new and different contexts. Some episodes include "What If... Agatha Went to Hollywood?", "What if... the Red Guardian Stopped the Winter Soldier?", and "What If... Howard the Duck Got Hitched?"
Check out our other What If..? season 3 interview with:

EP Brad Winderbaum

What If...? season 3 premieres December 22 on Disney+.

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12 9.7/10 What If...? SuperheroAnimationActionAdventure 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.
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*Availability in US Release Date August 11, 2021 Franchise(s) Marvel Cinematic Universe Finale Year November 30, 2023 Cast Samuel L. Jackson , Stanley Tucci , Michael Douglas , Sean Gunn , Mark Ruffalo , Karen Gillan , Tom Hiddleston , Jeffrey Wright , Michael B. Jordan , Toby Jones , Sebastian Stan , Paul Rudd , David Dastmalchian , Natalie Portman , Josh Brolin , Dominic Cooper , Jeff Goldblum , Hayley Atwell , Djimon Hounsou , Chadwick Boseman , Taika Waititi , Chris Hemsworth , Neil McDonaugh , Jeremy Renner , Michael Rooker Seasons 3 Writers Ashley Bradley , Matthew Chauncey Streaming Service(s) Disney+ Directors Bryan Andrews Showrunner Ashley Bradley Expand

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