What If Season 3 Episode 2 Breakdown: Recap, Ending Explained & Easter Eggs

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Warning! This post contains SPOILERS for What If...? Season 3, episode 2What If...? Season 3 episode 2 imagines an alternate past where Kathryn Hahn"s Agatha Harkness joins forces with a surprising MCU hero. Becoming an actress during the golden age of Hollywood, Agatha formulates a plan so much bigger than stealing the power of other witches, as was recently seen in her live-action MCU series. Likewise, she"s also joined by Kumail Nanjiani"s Kingo, the famous Bollywood actor and secret member of the Eternals.
As shown in Marvel"s What If...? Season 3, episode 2, Agatha and Kingo star in the same movie directed by Howard Stark. However, the picture is simply a ruse, a means to an end to turn Agatha into one of the most powerful beings in this alternate MCU reality. To that end, here"s our breakdown of What If...? Season 3, episode 2, the ending explained, and the biggest Easter eggs and references we found.
What If...? Season 3 Episode 2 Spoilers & Key Story Takeaways "What If...Agatha Went To Hollywood?"

The Watcher reveals that Agatha became an actress in this alternate reality during Hollywood"s golden age.
Starring in a picture directed by Howard Stark, Agatha"s true purpose is to enact a magical ritual to siphon the power of Tiamut, the Celestial buried in the Earth"s core.
Agatha has Howard cast Kingo, the final Eternal she needs for her spell to work, as she"s already subdued and taken the rest of the Eternals" powers.
Following a full dance number/showdown, Kingo reveals he knows what Agatha is really up to, but is ultimately convinced to help Agatha who pretends her motives are altruistic with the desire to save the world. She also agrees to release Kingo"s fellow Eternals once the ritual is complete (and a three-picture deal).
Witnessing Kingo"s betrayal, Arishem starts heading for Earth to destroy the planet, which motivates Agatha and Kingo to enact their required ritual immediately.
With Howard and Jarvis" help, Agatha successfully takes Kingo"s power, allowing her to siphon Tiamut"s and become a brand-new Celestial.
After defeating Arishem, Harkness is convinced by Kingo to give up the Celestial power she"d long sought in favor of joining him in the movie business for real.

Agatha's Major Transformation And Future WIth Kingo Explained More Movie Magic (And Preparing For More Celestials)

With Kingo serving as the last piece needed for her ritual, Howard and Jarvis turn Hollywood"s Griffith Observatory into the perfect set piece, painting its walls with the necessary runes and rites. Once she takes Kingo"s Eternal powers and energy, Agatha has everything she needs to take Tiamut"s power which turns her into a beautiful planet-sized Celestial for all the world to see, just as Arishem the Judge arrives to destroy the entire world.

Related 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.
Posts Binding and destroying Arishem with a powerful mix of cosmic and magical power, Agatha saves the world from the Celestial. However, she now has the power she"d been seeking "all along", having merely played the hero role to sway Kingo. That said, the true third-act twist is Kingo successfully convincing Agatha to give it up to instead embrace the magic of movie-making, a means for her to finally be loved and adored. Becoming partners, Agatha and Kingo become a major new Hollywood acting duo. However, the episode does end with a cliffhanger teasing more Celestials on their way, responding to Arishem"s defeat.
What If...? Season 3 Episode 2's Biggest Easter Eggs and References Classic References To Hollywood And The Eternals

What If...? Season 3, episode 2 features a handful of fun Easter eggs and references, both to the greater MCU and to the golden age of Hollywood itself. Here are all the biggest Easter eggs and references we were able to find in the new episode:

Stark Pictures" Howard Stark and Edwin Jarvis - Operating his own movie studio, Howard Stark and his second AD Edwin Jarvis are voiced by their live-action counterparts, Dominic Cooper and James D"Arcy.
Hollywood Legends - Several major Hollywood actors and legends from the Golden Age are referenced, including Humphrey Bogart, Clark Gable, Cary Grant, and Cecil B. DeMille.
Hollywoodland Sign - Howard Stark"s house is right next to the "Hollywoodland" sign, the iconic sign"s original name before it was refurbished and shortened to just "Hollywood" in 1949.
Cam S. Dunsdon - Featured on the clapperboard as the camera operator for Agatha and Howard"s movie, Simon Dunsdon is a real-life CG cinematographer & layout/previs supervisor who"s worked with multiple studios over the years, including Marvel Studios and all three seasons of What If...?.
“They"re Very Cool Powers” - Defending his energy projection powers and finger guns to Agatha, this is a very fun meta nod to the MCU fans who loved his abilities in Eternals (as well as those who didn"t).
Agatha Stealing Powers (Again) - Agatha"s reveal that she"s borrowed the Eternals" power is a tamer version of her actions in Agatha All Along with the reveal that she lured and killed countless witches throughout history to take their power as her own.
More Kingo Movie Posters - More of Kingo"s movie posters are revealed, including Isle of Thunder, Bhangra Time, Never Cursed, and Red Heron. This is a fun nod, seeing as how Kingo"s posters have become ongoing Easter eggs in the MCU since 2021"s Eternals.
"Movies Are Magic" Feels Very AMC - Using the power and magic of movie-making to sway Agatha to give up her Celestial power, Kingo"s speech very much feels like Nicole Kidman"s viral ads for AMC Theaters: "We come to this place... for magic".
"Lookout For The Sequel!" - Agatha tells her fans to look out for the sequel as more Celestials are teased. This feels like it could be a meta-nod to what could have happened in an Eternals sequel, even though an outright sequel to the divisive 2021 films feels pretty unlikely at this point.

New episodes of What If...? Season 3 release daily at 3amET/12amPT on Disney+.

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6/10 15 9.5/10 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.
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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