WARNING: The following contains spoilers for What If…? Season 1, Episode 8, “What If… Ultron Won?,” streaming now on Disney+.
One of the best subtle parts of What If…? has been the series referencing and re-contextualizing elements from across the history of the Marvel Cinematic Universe. The show has allowed itself to recreate entire shots and sequences in subversive ways, such as when most members of the team were slaughtered during iconic moments of their origins in “What If Earth Lost It’s Mightiest Heroes?.”
The latest episode of the series features such a shout-out — but a particularly tragic one. The fate of most of the Avengers in “What If… Ultron Won?” is surprisingly reminiscent of Tony Stark’s worst nightmare from Avengers: Age of Ultron. But in this world, it’s even worse — as that portent of dark times not only came true, but is largely the fault of this world’s Tony.
In Avengers: Age of Ultron, Tony Stark and the rest of the Avengers were close to claiming the Mind Stone from an off-shoot of HYDRA when Scarlet Witch used her powers to force upon him a terrifying vision: the return of the Chitauri to Earth, flying over the corpses of the defeated Avengers. Only Tony remains standing, while the rest of his teammates are either dying or already gone. Tony was left incredibly shaken by the vision — prompting him to use the Mind Stone to try and finalize the construction of a global defense system known as Ultron. But this resulted in the artificial intelligence breaking loose and threatening the world, forcing the Avengers into a conflict that luckily only resulted in the destruction of an entire nation.
However, in the reality revealed in “What If… Ultron Won?,” Ultron was able to successfully implant his personality and mind into the theoretically perfect body that in the core-MCU timeline became the heroic Vision. This gave Ultron the full power of the Mind Stone and allowed him to more successfully turn his attention to the entire world. While Black Widow and Hawkeye attempted to remove the threat of nuclear weapons, the remaining Avengers tried to hold him at bay.
Captain America, Thor, and Hulk all fell in battle — Captain America’s shield broken and Thor’s hammer separated from him. Iron Man is the last one left alive, and in his final moments he pleads with Ultron, stating that he was meant to bring peace to the world. Ultron agrees — it’s just that to him, “peace” requires the eradication of humanity, which is why he kills Tony and sets off nukes.
It’s a terrifying finale for this world, with the last signs of life being survivors like Black Widow and Hawkeye doing their best to dodge the unending swarms of Ultron drones. It’s also one that sees Scarlet Witch’s nightmarish vision for Tony effectively become a reality. The fallen Avengers even share similarities with Tony’s vision, including Captain America’s broken shield and the slumped-over Hulk laying nearby. Like in the vision, Tony Stark is the last Avenger standing against a global-level threat and can do nothing as it sets about bringing the end of the world. To make matters worse, this variant of Tony dies knowing this is all ultimately his fault.
It’s the most haunting possible ending for Tony Stark, realizing that his true legacy in the grand scheme of things — even after trying to become a hero to make amends for the damage he’d done as a weapons manufacturer — is that he created the single greatest weapon of all. His last attempt to make an armor for the world produced something strong enough to wipe them all out, and recreate the vision he saw of the Avengers’ fall.
To see the final days of another Tony Stark, new episodes of What If…? are available Wednesdays on Disney+.
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