Development In December 2019,
Marvel Studios president
Kevin Feige revealed that work had already begun on a second, 10-episode season of
What If...?. However, because of the production delays caused by the
COVID-19 pandemic during the
first season, the first two seasons each consisted of nine episodes. Executive producer
Brad Winderbaum explained that the additional, tenth episode of the first season, centered on versions of
Tony Stark and
Gamora first seen in the
first-season finale, would not have been completed in time, and is included in the second season. The episodes are approximately 30 minutes in length.
A. C. Bradley and
Bryan Andrews return as
head writer and lead director, respectively, with Andrews directing the majority of episodes and
Stephan Franck, the first season's head of animation, directing the first episode. Executive producers for the season include Winderbaum, Feige,
Louis D'Esposito,
Victoria Alonso, Andrews, and Bradley. The final episode of the season introduced an updated Marvel Studios logo that replaced the live-action footage with animated images from
What If...?.
Writing Matthew Chauncey and served as writers on the season, alongside Bradley. Writing for the season's episodes took place between January and October 2020 during the height of the COVID-19 pandemic, with the
story arcs conceived during brainstorming sessions in 2019. Because of the long-lead production for animation, there was not an opportunity for audience reactions to the first season to impact the creatives' work on the second season. Bradley said that since "it felt like the world was already ending" when writing the season, they tried to bring levity to the story for the season to make it "an escape and a fun release"; antithesis of this, she had written a " dark" episode with
Peter Parker / Spider-Man inspired by the film
Children of Men (2006) that did not proceed. Some of the 20 concepts not chosen from the first season's initial 30 appear in the second, with Winderbaum noting that since those were initially conceived, "the world's changed and the fictional Marvel Universe has changed", which would allow for new ideas to be presented as well. Andrews said that following the first season, in which the "what if" concept were only small changes from what was established, further seasons were able to "expand out" beyond these small moments and "get a little bit wackier". Bradley said the season would focus more on revealing new sides to MCU characters than the "big, let's end the world"-style stories from the first season. Characters introduced in
Phase Four of the MCU also featured in the season, which shows alternate storylines of Phase Four films. Some of the storyline elements from the first season with
Captain Carter,
Doctor Strange Supreme and the
Watcher are continued in this season. While development of the second season was beginning, Captain Carter became the character that the writers wanted to continue to revisit every season to continue her story after she had "bubbled up" in the first season as a prominent character. Once a Captain Carter arc had been decided, the creatives kept returning to the idea of having Doctor Strange Supreme return as the season's villain; early discussions for the season's villain had centered on it being the
Grandmaster, exploring the idea that he acquired the
Infinity Gauntlet. For the Watcher, the season goes "a little deeper" into what makes him "tick", and how he would reckon with his choices from the first season. Chauncey explained that fate had made Captain Carter and the Watcher "lone warriors" and described them as mirrors for each other, highlighting how the Watcher watches and engages with Captain Carter throughout her life in the season. Discussing the friendship between the Watcher and Captain Carter, Bradley said that Carter does not back down from him and is able to "see the bigger picture" while trying to do what is right and intervening in events that the Watcher cannot. The episodes once again have various tones and are set in different genres, including a
Nebula episode that is a
detective story inspired by the
film noir genre, such as
Blade Runner (1982), that is one of the "darker" episodes of the season; one where the
Avengers were formed in the 1980s and is inspired by the
action films of that era; a
holiday-themed episode influenced by the film
Die Hard (1988); an
Odyssey homage that mixes in racing elements from films such as
Death Race 2000 (1975) and
Mad Max: Fury Road (2015); and
spy elements for Captain Carter's episode that continues from the mid-credits scene in "
What If... the Watcher Broke His Oath?". The season also includes episodes that are a "redemption story" for
Hela, and one that is a loose adaptation of the
Marvel 1602 (2003) comic book limited series. The sixth episode introduces an original MCU character named
Kahhori, a young
Mohawk woman in an alternate timeline who seeks to discover her new-found powers after the
Tesseract crash-lands in the
Haudenosaunee Confederacy in
pre-colonial America where
European colonization has not occurred. The creatives worked with members of the Mohawk Nation and Disney's diversity department, which brought in consultants from the
Smithsonian Institution, to ensure cultural accuracy for its representation of
Indigenous Americans when creating the character, setting, design, story, and music. The episode is presented in the
Mohawk language with English subtitles as well as Spanish. A
Red Guardian/
Winter Soldier-centered episode written by Bradley was intended for the second season, but was later moved to the
third. Other episodes considered during the season's development included a musical, with four concepts that "could have gone musical one way or another";
Pet Avengers; and a pirate themed one, with Andrews explaining it would have focused on
Crossbones as a
swashbuckler who considers leaving that life.
Casting and voice recording Jeffrey Wright returns to narrate the series as the Watcher. Marvel's plan for the series was to have actors who portray characters in the MCU films reprise their roles in
What If...?, with over 30 doing so for the season. These include:
Karen Gillan as Nebula,
Jude Law as
Yon-Rogg,
Michael Rooker as
Yondu Udonta,
Seth Green as
Howard the Duck,
Taika Waititi as Korg,
Peter Serafinowicz as
Garthan Saal,
Michael Douglas as
Hank Pym / Ant-Man,
Hayley Atwell as
Peggy Carter and
Captain Carter,
John Slattery as
Howard Stark,
Kurt Russell as
Ego,
Chris Hemsworth as
Thor,
Laurence Fishburne as
Bill Foster / Goliath,
Sebastian Stan as Bucky Barnes / The Winter Soldier,
Atandwa Kani as
King T'Chaka / Black Panther,
Madeleine McGraw as young
Hope van Dyne,
Gene Farber as
Karpov,
Jon Favreau as
Happy Hogan / "The
Freak",
Kat Dennings as
Darcy Lewis,
Cobie Smulders as
Maria Hill,
Sam Rockwell as
Justin Hammer,
Mark Ruffalo as
Bruce Banner,
Jeremy Renner as
Clint Barton / Hawkeye,
Jeff Goldblum as the Grandmaster,
Tessa Thompson as
Valkyrie,
Rachel House as
Topaz,
Josh Brolin as
Thanos,
Samuel L. Jackson as
Nick Fury,
Frank Grillo as
Brock Rumlow,
Rachel Weisz as
Melina Vostokoff,
Elizabeth Olsen as
Wanda-Merlin,
Benedict Cumberbatch as
Doctor Strange Supreme,
Clancy Brown as
Surtur,
Cate Blanchett as
Hela,
Idris Elba as
Heimdall,
Tom Hiddleston as
Loki,
Paul Rudd as
Scott Lang / Ant-Man, and
Stanley Tucci as
Abraham Erskine. Chauncey stated that each of the returning actors have such a knowledge of their characters, they had "pinpoint accuracy that allowed them to drop right into whatever timeline" of the episode and were able to imbue subtle changes as necessary for the scenarios. Several characters in the season are voiced by different actors than those who portrayed them in MCU films. Reprising their roles from the first season include:
Mick Wingert as
Tony Stark / Iron Man;
Lake Bell as
Natasha Romanoff / Black Widow;
Josh Keaton as
Steve Rogers / Captain America, the
Hydra Stomper, and Rogers Hood; and
Cynthia McWilliams as
Gamora. Julianne Grossman voices
Nova Prime Irani Rael, replacing
Glenn Close;
Fred Tatasciore voices Groot, replacing
Vin Diesel; Mace Montgomery Miskel voices young
Peter Quill, replacing
Wyatt Oleff; Keri Tombazian voices
Wendy Lawson / Mar-Vell, replacing
Annette Bening;
Jeff Bergman voices
Odin, replacing
Anthony Hopkins; and
Feodor Chin voices
Xu Wenwu, replacing
Tony Leung. Characters introduced in the season include Isaac Robinson-Smith as Sergei; Matthew Waterson as Rusty;
Ross Marquand as
W.E.R.N.E.R.;
Devery Jacobs as Kahhori, a young
Mohawk woman who is an original MCU character; Jacobs also portrays
Bonnie in Marvel Studios' live-action miniseries
Echo (2024), which she called a "coincidence" that she was part of two Marvel Studios projects and noting the two characters were not related;
Kiawentiio as Wáhta; Jeremy White as Atahraks;
Gabriel Romero as Rodrigo Alphonso Gonzolo;
Carolina Ravassa as
Queen Isabella of Spain;
Lauren Tom as Jiayi; Michael Hagiwara as Shunyuan; and Liv Zamora as young Hela. Wright enjoyed being able to see how his performance played with animation for the first-season episodes while recording for this season, allowing him to make some adjustments to his performance such as adding "a bit more mystery to the voice and a bit more distance" to further the notion that the Watcher is "not entirely present". He also rerecorded some of his performance for the season after hearing his initial recordings, believing he had "been a bit distracted" and the tone of his voice was off. In January 2021, Grillo revealed that he had to return the following month to record more episodes as Rumlow.
Animation Scott Wright serves as animation supervisor for the majority of the season, with the first season's head of animation Franck joining Wright on the fourth episode, and serving as sole supervisor on the fifth.
Flying Bark Productions worked on four episodes, Stellar Creative Lab worked on two, and SDFX Studios worked on three.
Music Laura Karpman returned from the first season as a composer, and was joined by her wife Nora Kroll-Rosenbaum, who previously conducted Karpman's score for
The Marvels (2023). They completed work on the season's score by the start of December 2023. The Kahhori episode features traditional Mohawk music. A five-track
EP for the third episode, "
What If... Happy Hogan Saved Christmas?", was released digitally on December 15, 2023. A soundtrack album for the season featuring selections of Karpman and Kroll-Rosenbaum's score was released digitally by
Hollywood Records and
Marvel Music on January 5, 2024. == Marketing ==