WHAT IF... ULTRON WON? Spoiler-Filled Recap And Easter Eggs You May Have Missed In Episode 8

Episode 8 of Marvel's What If...? featured a ton of action and was riddled with Easter Eggs, so we've compiled some of the most thrilling ones in our spoiler-filled recap of What If... Ultron Won? Check it out!

Warning: This article contains full spoilers for Marvel's What If...? Episode 8.

After seven episodes of what seemed to be an episodic anthology series with standalone stories, Episode 8 introduces an additional piece of connective tissue to the multiverse - a version of Ultron that won with a Black Widow/Hawkeye-centric story. This What If...? tale explores an alternate version of Avengers: Age of Ultron in which the robotic villain obtained his Vision and unleashed his full might on Earth, and successfully killed the Avengers' Captain America, Hulk, Thor, and Iron Man.

The positioning of the broken shield and the fallen members of the team is a call-back to the scene in that film in which Tony has a vision of them broken and defeated by Thanos, although this "Endgame" has a very different enemy. Once this version of Ultron/Vision utilizes the Mind Stone to decimate the Earth, he is then approached by Thanos laden with an Infinity Gauntlet filled with all stones except one.

In this episode, Ultron doesn't hesitate to decimate the Mad Titan in what might be one of the more hilarious easter eggs in this episode. He does so by slicing him precisely in half, ultimately causing the villain to become perfectly balanced, as he insisted all things should be.


After demolishing both Thanos and his gauntlet, Ultron claims all the Infinity Stones for himself, which only spells more trouble for the universe. Gaining the knowledge that the stones contain, the villainous AI realizes that there are worlds beyond his own throughout the stars and sets out the eradicate the rest of the cosmic universe.

It's worth noting that Ultron seems to have much less trouble utilizing the full might of the stones than mortals like Tony, Bruce, and Thanos did. It appears that this allows much more precision from the android, and since he is essentially a walking gauntlet himself, no exerted energy on his part.

This harrowing sequence leads to many easter eggs as Ultron destroys numerous places established in other MCU films. Kicking off with Asgard, the focal point of the Thor franchise, Ultron uses the might of the six stones to obliterate the Asgardian homeworld with imagery reminiscent of its destruction by Surtur in Ragnarok.


Next up is the Sovereign from Guardians of the Galaxy Vol. 2. Ultron rolls up to eradicate Ayesha and the others, also killing the Guardians in the process as Drax, Gamora, and Peter Quill are all seen battling on the same platform that Gunn's second movie kicks off with. While there isn't imagery of Rocket and Baby Groot in this episode, they were both present during the fight, and it is possible that the decision was made not to show the adorable creatures destroyed based on the viewing audience and the animated aesthetic.

Heading to Sakaar, the location of Grandmaster's party palace in Thor Ragnarok, the arena is wrecked by Ultron's forces while Korg faces off in the battle arena, dying a warrior. However, Grandmaster's face is focused on as he, one of the oldest beings in the universe, is also destroyed.

Moving on to another of the oldest beings in the universe, Ego is next up on the chopping block. Die-hard MCU viewers will recognize Ego the Living Planet as the villain of Guardians of the Galaxy Vol. 2 and the father of Peter Quill. Hilarious imagery of the planet's face realizing his demise is used, which echoes the view of the planet in the movie's third act.


Next up is Xandar, the planet where the Nova Corps, aka Space Police, reside in Guardians of the Galaxy. This is where the Guardians leave the Power Stone, and the planet is decimated off-screen in Avengers: Infinity War, so it's nice that fans were treated with an alternate destruction scene here. Ultron faces off against the Carol Danvers/Captain Marvel while on Xandar. After a short struggle against her, just like Thanos had in Avengers: Endgame ultimately dispatches the heroine with nearly as much ease as the rest.

Following his successful conquest of the galaxy, Ultron rests similarly to Thanos after his Infinity Saga success. However, having ascended so highly, Ultron can recognize The Watcher and hear his voice just as Episode 4's Strange Supreme was. This alerts the machine to other universes beyond his own, which, of course, he must conquer, and for the first time, we see Uatu The Watcher genuinely taken off guard and even terrified of Ultron.

Returning to the Widow and Hawkeye variants still living in Ultron's wake of destruction, Natasha and Clint search KGB files for a way to combat Ultron. In a significant nod to Black Widow, Nat finds the shield belonging to her father, Alexei, the Red Guardian. David Harbour portrayed the character in the Black Widow solo film. Although he didn't have his shield in the movie, it was shown as a part of an action figure of the character and established that it did exist somewhere, and Natasha even ones up Harbour by brandishing the shield herself.


It is also important to note that Hawkeye is missing an arm in this episode, which is replaced by an Ultron Sentry Drone arm and further assists him in his bow skills. These variants almost feel like a Red Guardian Widow and a Winter Soldier Hawkeye, especially with the Russian backdrop and KGB archives.

The Watcher holds himself back from intervening as we see him urging his heroes to find what they need, much like an eager audience member in a theater unable to contain themselves from speaking aloud. Ultimately, the two find what they came for - Arnim Zola.

Most MCU fans will immediately recognize Zola as he appeared in numerous projects either in person or as a computer program, including Captain America: The First Avenger, Agent Carter, Captain America: The Winter Soldier, Avengers: Endgame, and now multiple episodes of What If...? after his appearance in Episode 1 and implied assistance in the upcoming finale.


An even bigger easter egg here is where they finally locate Arnim Zola. In Captain America: The Winter Soldier, Cap, and Natasha discover Zola's databanks at Camp Lehigh, and the whole place is destroyed. Because that already took place in this universe, Hawkeye and Black Widow are forced to find an additional backup of Zola.

It just so happens to be in the exact location Baron Zemo lured Tony, Cap, and Bucky to battle at in Captain America: Civil War, a secret facility that worked on the Super Soldier project. While in this location, an alternate version of the Black Widow sacrifice sequence from Avengers: Endgame ensues.

This time, it is instead Hawkeye who sacrifices himself instead of Nat. Having lost his wife and children to the nukes with the rest of the world, he chooses to stop fighting and drops to stop the Ultron army in an obvious mirror sequence of Widow's death.


The next portion of the episode is an epic battle between Ultron and The Watcher. Much of this occurs between universes and across them, with Ultron smashing Uatu through countless multiverses during his relentless assault. There are many incredible visuals during the fight scene. Still, one of the most exciting easter eggs in the sequence is the imagery of Ultron chomping down on an entire universe.

The scene evokes the great Galactus, the devourer of worlds, who has yet to grace the MCU with his presence. Still, nearly anyone who has ever flipped through the pages of a Marvel comic gasped when they saw this, and it is one of the most impressive and exciting easter eggs of the episode.


Shortly following the incredible Galactus-evoking sequence, we get a glimpse of a universe where The Watcher is seen by onlookers, seemingly becoming less and less powerful as Ultron continues to attack him relentlessly. In the background, however, it can be seen and heard that a new President is being sworn in - Steven Grant Rogers.

President America might feel like something out of the realm of character for the Captain America we grew to know in the mainline Marvel Cinematic Universe, but this is an entirely different world. Moreso, there is a precedent in the Ultimate Comics storyline that sees Cap take on the job, so it's a nice nod to something we will likely never see play out in live-action.


Uatu, The Watcher, ultimately flees Ultron after almost being eliminated by the robot, finally leaving the super-villain in the Nexus of the Multiverse, where he can see everything and be truly unstoppable.

Out of options, The Watcher returns to the world of Episode 4, What If... Doctor Strange Lost His Heart Instead of His Hands? to ask for the help of the only other being who has been powerful enough to sense him - Doctor Strange Supreme. Forced to intervene, the final scene sees an inverse of the final moments of Episode 4 with Uatu begging Strange for help instead of vice versa.


These aren't including every single Easter Egg that this episode has to offer, as there are numerous references to other properties like Star Wars, Terminator, Indiana Jones, and more throughout the episode, as well as other implications that certain scenes could have in the broader MCU. Still, we've included what we thought to be the biggest and most exciting ones in our recap.

What do you guys expect will happen in the finale of What If...? Season 1? What lengths do you think Uatu will go to preserve the multiverse?

If you're looking for even more tidbits from the episode, the following breakdown from New Rockstars is a great video to watch to glean every small moment from What If... Ultron Won? Regardless of your thoughts, be sure to sound off in the comments as usual!

Enter the multiverse of unlimited possibilities. Marvel Studios' first animated series, What If...?, starts streaming August 11 with new episodes Wednesdays on Disney+. “What If… ?” 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.

Marvel Studios' What If...? premieres new episodes each Wednesday, only on Disney+.

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