In What If episode 8, the story opens with The Watcher lamenting on this story. He admits that this one in particular makes him sad.

What If Episode 8 Spoilers Below:

Black Widow is zooming through a snowy landscape of a destroyed city while on a motorcycle. Somethings are following her. She speaks into her communicator and sets a timer for 90 seconds.

Image Credit: Marvel Studios

As the mysterious beings draw closer, Hawkeye emerges from the shadows of city rubble. He now wears a cloak and has a mechanical arm. He fires a slew of arrows that take down the targets following Black Widow. They are Ultron clones!

More Ultron clones descend from the skies to attack. Black Widow continues to evade while Hawkeye attacks them from a distance with arrows.

When the Ultron bots attack Hawkeye, he uses his stealth cloak to conceal and attack. He defeats a handful but more are on the way.

Black Widow communicates with Hawkeye that the timer she set is the time it takes the Ultrons to connect with the hive. They have 30 seconds left to destroy the ones that followed them before more will arrive.

Hawkeye’s arm is taken off by one of the bots. He’s cornered by two of them but Black Widows arrives just in time to save him before the timer runs out.

As Hawkeye reattaches his arm, Black Widow admits they’re getting rusty. The background reveals that they’re in Russia. Black Widow mentions that there may be something here that will hold the key to defeating Ultron and his hordes.

What If Episode 8 References Avengers: Age of Ultron

The Watcher, appearing in the skies, states that this reality all happened because of one man’s dream. Cut to Tony Stark during the events of Avengers: Age of Ultron, speaking about placing the world in a suit of armor.

The familiar story of Ultron is relayed, including the formation of Vision. In this reality, however, Ultron got to Vision first and utilized the power of the Mind Stone.

With Vision under his control, Ultron succeeds in activating the world’s nuclear arsenal to cleanse the planet. Black Widow and Hawkeye watch from the jet as the world is destroyed by nukes.

In What If episode 8 Vision, now harboring the consciousness of Ultron, finds himself at peace. Before he can enjoy his silence, Thanos arrives on Earth with the Infinity Gauntlet. Ultron is fascinated but not intimidated. He uses the Mind Stone to easily cut Thanos down the middle.

Image Credit: Marvel Studios

With the Infinity Stones now in his possession, Ultron takes on a new form. He finds himself compelled to rule over the galaxy and instantly creates clone robots of himself. With a new goal in mind, Ultron departs for other parts of the universe with his giant and destructive sphere of metal.

He arrives in Asgard (from the Thor movies) and blows up the entire kingdom with a single blast. He visits the planet of The Sovereign (from Guardians of the Galaxy Vol. 2) where he decimates the forces of the Guardians of the Galaxy. He goes to Sakaar (from Thor: Ragnarok) where his robots make short work of the planet as The Grandmaster watches helplessly.

Even Ego (Guardians of the Galaxy Vol. 2) is no match for Ultron. His robots attack the living planet and it explodes within seconds. Planet Xandar (from the first Guardians of the Galaxy movie) is subject to another assault as Ultron but something different happens this time. Just before Ultron can deliver the killing blow, someone attacks him and sends him crashing into the planet.

Image Credit: Marvel Studios

The attacker is Captain Marvel, determined to stop him before citing The Terminator as how there doesn’t need to be more killer robots. While Marvel attempts to force Ultron into Xandar’s core to destroy him, she isn’t successful.

Ultron proves to be stronger and uses the Infinity Stones to blow up all of Xandar. The explosion is so powerful that nearby planets are also decimated.

What If episode 8 continues with all the planets obliterated, Ultron remarks that he has finished. With his mission is complete, he is now a program without a purpose. The Watcher relays this information about Ultron’s emptiness.

However, Ultron can hear The Watcher. Not only that but he can see The Watcher. Ultron, realizing he can communicate outside his reality, becomes aware of other timelines.

The Watcher is shaken by this discovery. He finds himself fearful that such power could threaten the multiverse. Even he can’t imagine what will happen if he brings such havoc. Trying to shake off such a grim possibility, The Watcher states there’s still some hope left for this timeline.

Image Credit: Marvel Studios

The story then catches back up with Black Widow and Hawkeye. They have just infiltrated the KGB archives and look for some info on how to stop Ultron. The archive is vast, however, and their search for answers will take some time. The Watcher, more visible and distinct than ever, watches with great interest.

During their lengthy search, Black Widow comes across a Red Guardian shield. She jokes with Hawkeye that it’s her color. Hawkeye, however, isn’t in the mood for jokes as his will to survive is dwindling.

The Watcher starts getting giddy when he realizes how close Hawkeye is to the files with the answers he seeks. The Watcher starts contemplating if he should intervene to save the multiverse. Sensing Ultron is drawing close, he gets antsy and watches with great stress.

Hawkeye starts pulling out the files they seek and The Watcher gets excited. Hawkeye, however, stops his search and finds this mission pointless. Black Widow tries to stress hope while Hawkeye gets bitter. An anxious Watcher grows hysterical as he tries to push them towards their goal.

Finally, Black Widow finds the file she seeks and The Watcher is surprised and relieved. The file they found is on Arnim Zola regarding a secret base in Siberia. If the base still has its electronic records, they believe he holds the key to stopping Ultron.

The Watcher is now more excited that there’s hope for the multiverse. Just as he’s starting to show some signs of relief, Ultron breaks into The Watcher’s reality. A battle breaks out as Ultron tries to find purpose by destroying The Watcher and venturing into other realities.

Black Widow and Hawkeye arrive in Siberia and enter the base. They access the computer and make contact with the digitized HYDRA figure of Arnim Zola (previously seen in Captain America: The Winter Soldier). Hawkeye catches Zola up on the current events since he was last booted up.

Black Widow states that Zola can use his powers of coding and operations to dismantle Ultron. Black Widow and Hawkeye threaten Zola to work for them by saying they’ll dump water on his electronics. A reluctant Zola agrees to help them.

Black Widow calls Avengers tower and plays a prank call on Ultron’s clones. She then states that Ultron’s forces will arrive in two minutes. Hawkeye then downloads into an electronic arrow Zola’s program and consciousness that will wipe out Ultron if uploaded into the robot.

The upload finishes and they torch the computer where Zola once remained. The Ultron bots arrive and ambushed by Black Widow, using the shield she found, and Hawkeye with his arrows. Hawkeye starts the fight by uploading Zola into a single Ultron bot. The mission then becomes stopping the other bots from pulling out the arrow.

Black Widow and Hawkeye take the infected Ultron behind a barrier but it won’t hold for long. Zola, now inside the Ultron bot, states there’s roughly 50 seconds left of his total upload. Just to make sure Zola doesn’t double-cross them, Black Widow takes out the Ultron bot’s legs.

Zola finishes his connection but there’s still banging on the doors from the Ultron bots. Zola informs Black Widow and Hawkeye that they’re too far out of range for the signal to stop all of Ultron’s forces. With the door not holding, Black Widow, Hawkeye, and Zola in an Ultron body make their escape from the base.

The three of them climb a silo but Ultron’s forces are close behind them. Hawkeye, however, has given up hope and stays behind to fight off the Ultron bots. Black Widow and Zola escape as Hawkeye defeats the pursuing Ultrons in a sacrificial explosion.

Black Widow, grieving Hawkeye’s death, sternly questions how Zola wasn’t able to make contact with the hive. He states that he can’t connect if he can’t find Ultron anywhere in the universe. Black Widow then asks where Ultron could be.

Ultron and The Watcher Continue their Fight Through the Multiverse

What If episode 8 cuts back to The Watcher engaged in a battle with Ultron. The Watcher is at one point flung out of his multiverse hub and into a world where the fight continues. Ultron demands that The Watcher give him access to other dimensions. The Watcher reiterates his purpose, that he cannot intervene with the fate of the many timelines.

The Watcher, angered by Ultron’s monologue about being the natural order above such beings, decides to fight back. Donning gold armor, The Watcher states that Ultron can’t possibly fathom his power.

A slugfest happens across multiple universes and realities. At one point, Ultron appears gigantic and takes a bite out of a galaxy. Ultron then sends The Watcher crashing into a city where a gigantic screen in the background showcases Rogers taking the office of the United States Presidency.

Ultron, taking hold of The Watcher, asks if it’s more fun to be engaged with the multiverse rather than just watch it from afar. Ultron, ready to kill The Watcher, starts punching him so hard that every fist thrown changes reality.

Ultron places his hand on The Watcher and tries to absorb his power. The Watcher stops him and flees through a portal. Ultron says he can run as it does not matter. He now has full control over all realities.

Image Credit: Marvel Studios

What If episode 8 ends with The Watcher hiding in his mirrors of realities. He’s approached by Doctor Strange from the destroyed reality. Doctor Strange says he can relate to Watcher breaking the rules for the good of the universe. The Watcher, reluctantly, asks for Strange’s help in stopping Ultron.

All eight episodes of What If…? are now streaming on Disney Plus.


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