Development By September 2018,
Marvel Studios was developing several series for its parent company
Disney's streaming service,
Disney+. One of these was an animated series based on the
Marvel Comics run
What If...?. The anthology series, which would be produced by Marvel Studios president
Kevin Feige, would explore how the MCU would be altered if certain events had occurred differently.
Head writer A. C. Bradley joined in October 2018, after Marvel Studios was impressed that some of her
pitch ideas matched with concepts they were planning for films. Director
Bryan Andrews met with
Brad Winderbaum, the Marvel Studios executive in charge of the series, as early as 2018; both Bradley and Andrews were officially announced in their roles in August 2019. In April 2019, Disney and Marvel officially announced the series. Winderbaum said it was not a coincidence that the series was set for release so soon after the
first season finale of
Loki, which introduced the multiverse, since
What If...? explores facets of the multiverse in a way that Winderbaum believed made the series as important as any other MCU property; Bradley confirmed that all episodes of the series are
canon to the MCU multiverse, with most of the episodes taking place in their own universe. Since work began on
What If...? before the development of
Loki and
Doctor Strange in the Multiverse of Madness, Bradley was unsure how those projects would be exploring and explaining the MCU version of the multiverse. She chose to focus on the possibilities within the alternate timelines of the multiverse, which she described as a "sampler of assorted chocolates", and left elements such as the
Time Variance Authority to be explained by those other projects. Feige and Winderbaum kept the creative teams of
Loki and
Multiverse of Madness informed of what was happening in
What If...? as work on those projects began. The creative team of
What If...? met with
Loki executive producers Stephen Broussard and Kevin Wright as well as
WandaVision (2021) co-executive producer Mary Livanos to establish a "rule book" regarding the multiverse, its branch timelines, and nexus events. Executive producers for the season include Winderbaum, Feige,
Louis D'Esposito,
Victoria Alonso, Andrews, and Bradley, with Carrie Wassenaar producing. In December 2019, Feige revealed that the first season would consist of 10 episodes. However, because of the production delays caused by the
COVID-19 pandemic, the tenth episode of the first season was not completed in time and moved to the second season. The episodes are approximately 30 minutes in length.
Writing Feige explained with the series' announcement that it would take "pivotal moments" from throughout the MCU and change them. For example, the first episode features
Peggy Carter taking the
Super Soldier Serum instead of
Steve Rogers. The writers were initially unsure if they could use
Spider-Man in the series due to
Sony Pictures owning the character's live-action film rights, but they were ultimately allowed to. Before considering "what if" scenarios, the writers examined all of the MCU heroes to determine "what makes them tick". They wanted to ensure that there was story potential beyond the inciting "what if" change of each episode, so they could use the different scenarios to explore "the hero behind the shield". Bradley described the series' balance between character examination and action as "
Die Hard (1988) meets
Wes Anderson". 30 potential episodes were conceived and written by Bradley, Andrews, Winderbaum, story editor , junior executive Simona Paparelli, and script coordinator
Ryan Little. The
What If...? comics provided inspiration for potential story points, as did the
Ultimate Marvel comic book imprint (which told alternate stories to the
main Marvel universe) since it was an example of a fully realized alternate universe. Bradley first created simple scenarios out of concern for the series' budget, but was told by Marvel to "go nuts". Feige chose his favorite concepts from the 30 options, which were then narrowed down to the 10 episodes for the first season. After each episode was incorrectly rumored to focus on one film from the Infinity Saga, Bradley clarified that multiple films and characters would be represented in each episode and most of the characters from all the films would appear throughout the season. Winderbaum hoped the episodes would intrigue viewers to revisit the original films, like how reading a
What If comic could lead a reader to the original comic story. Each episode and its alternate storyline is introduced and concluded by the
Watcher, presenting it as "a cautionary tale in the spirit of
The Twilight Zone (1959–1964)". The episode's tones vary, with some being darker or lighter than the MCU films that they play off. For example, one episode is a political thriller, the episode centered on
Stephen Strange is a "dark... tragic love story", and another allowed Bradley to "goof off" and draw inspiration from films she enjoyed when growing up such as ''
Can't Hardly Wait (1998) and the National Lampoon
films. What If...?'' also has a horror, a heist, and a murder mystery episodes. Various films served as touchstones for each episode, such as 1940s serials and war films for the Peggy Carter episode. Some of the writers' concepts were rejected because they matched with story ideas that Marvel already planned to use, such as
Professor Hulk, an older Steve Rogers, and
Pepper Potts in the
Rescue suit, who all appear in
Avengers: Endgame (2019); Loki becoming a hero as he does in
Loki;
Jane Foster becoming Thor, which was planned for
Thor: Love and Thunder (2022); and an episode that was "half the [planned] plot" of
Guardians of the Galaxy Vol. 3 (2023). Other unused pitches include an episode where Spider-Man turns into a real spider that was deemed "too dark and too body horror" for Marvel's target
PG-13/
TV-14 rating; a
Jurassic Park (1993)-inspired episode featuring the
Avengers as
dinosaurs during
prehistory; and a crossover with
Star Wars characters like
Luke Skywalker. Despite the series' anthology format, the writers conceived a story device for the first season that allowed them to have some connectivity between the episodes; this begins to be revealed in the season's eighth episode before the finale in the ninth. Additionally, after the Watcher begins the season distant and appearing in the background, he becomes more apparent as the season progresses. Bradley likened the character to the audience, since "as he suffers [the heroes'] triumphs and their tragedies, he becomes also more emotionally invested, and therefore becomes more and more part of their world and wants to be more part of their world even though he knows he's not supposed to". Each episode also ends with a twist or question that could potentially be resolved in a sequel episode, similar to the MCU films'
post-credit scenes, though these endings are also a reference to the twist endings of the
What If...? comics that were not always resolved. Bradley called these endings "fun" while differentiating them from post-credit teasers which she considered "a promise". Many of the endings for the first season's episodes are resolved in the final episode of the season. Regarding the dark tones and tragic plot points of the first season, Bradley explained that being able to feature things that would never happen in the live-action MCU, such as killing off heroes, was the "most liberating part" of the series, and that some of the episodes ended in tragedy for reasons tied into the first season's overall plan. As the writers were developing the scripts, they realized that
Captain Carter would "bubble up and became more important" alongside the Watcher, and decided to revisit her story in each future season. Bradley was asked to only explore "what if" concepts for existing MCU stories, so
Phase Four characters do not appear until the second season.
Casting and voice recording is one of the many MCU actors reprising their roles in the season, with the season being his final role. Marvel's plan for the series was to have actors who portray characters in the MCU films reprise their roles in
What If...?, with more than 50 doing so. Feige revealed half of these actors at
San Diego Comic-Con in July 2019:
Michael B. Jordan as
Erik "Killmonger" Stevens,
Sebastian Stan as
James "Bucky" Barnes,
Josh Brolin as
Thanos,
Mark Ruffalo as Bruce Banner / Hulk,
Tom Hiddleston as Loki,
Samuel L. Jackson as
Nick Fury,
Chris Hemsworth as Thor,
Hayley Atwell as Peggy Carter / Captain Carter,
Chadwick Boseman as
Star-Lord T'Challa,
Karen Gillan as
Nebula,
Jeremy Renner as
Clint Barton,
Paul Rudd as
Scott Lang,
Michael Douglas as
Hank Pym / Yellowjacket,
Neal McDonough as
Dum Dum Dugan,
Dominic Cooper as
Howard Stark,
Sean Gunn as
Kraglin Obfonteri,
Natalie Portman as Jane Foster,
David Dastmalchian as
Kurt,
Stanley Tucci as
Abraham Erskine,
Taika Waititi as
Korg,
Toby Jones as
Arnim Zola,
Djimon Hounsou as
Korath the Pursuer,
Jeff Goldblum as the
Grandmaster,
Michael Rooker as
Yondu Udonta, and
Chris Sullivan as
Taserface. Feige also announced that
Jeffrey Wright had been cast as the Watcher, who narrates the series. Boseman was one of the first actors to agree to appear in the series. Voice recording began by August 2019 and continued into early 2020, taking place remotely when on-site work at the
Walt Disney Studios lot was suspended during the COVID-19 pandemic. Wright did some recording in a make-shift recording studio at his home. In January 2021,
Frank Grillo revealed that he had worked on the series, reprising his role of
Brock Rumlow. By July,
Seth Green was revealed to be reprising his role as
Howard the Duck, as was
Andy Serkis as
Ulysses Klaue. Ahead of the series' premiere, additional actors were revealed to be reprising their roles in the series, including
Angela Bassett as
Ramonda,
Benedict Cumberbatch as Dr. Stephen Strange and Doctor Strange Supreme,
Benedict Wong as
Wong,
Benicio del Toro as
Taneleer Tivan / The Collector,
Bradley Whitford as
John Flynn,
Carrie Coon as
Proxima Midnight,
Clancy Brown as
Surtur,
Clark Gregg as
Phil Coulson,
Cobie Smulders as
Maria Hill,
Danai Gurira as
Okoye,
Don Cheadle as
James Rhodes,
Emily VanCamp as
Sharon Carter,
Evangeline Lilly as
Hope van Dyne,
Georges St-Pierre as
Georges Batroc,
Jaimie Alexander as
Sif,
John Kani as
T'Chaka,
Jon Favreau as
Harold "Happy" Hogan / Zombie Happy,
Kat Dennings as
Darcy Lewis,
Kurt Russell as
Ego,
Leslie Bibb as
Christine Everhart,
Ophelia Lovibond as
Carina,
Paul Bettany as
Vision and
J.A.R.V.I.S.,
Rachel House as
Topaz,
Rachel McAdams as
Christine Palmer,
Tilda Swinton as the
Ancient One, and
Tom Vaughan-Lawlor as
Ebony Maw. In July 2021,
Variety reported that several characters, such as
Tony Stark, Steve Rogers, and
Carol Danvers, would be voiced by different actors than those who portrayed them in MCU films. Winderbaum attributed some of the replacements to scheduling conflicts with the original actors, and explained that the creatives did not want the series to be "defined by the actors we thought we could get". When casting replacements, they looked to prioritize the performance for this series over an actor sounding the same as the original. He felt the series' exploration of the multiverse gave a "cerebral justification" for the different actors.
Dave Bautista, who portrays
Drax in the films, indicated that he was not asked by Marvel to be a part of the series, despite the character's inclusion. Winderbaum expressed surprise at Bautista's claims, assuming that there was some miscommunication at some point as all MCU actors were asked through their agents or directly to participate in the series.
Josh Keaton voices
Skinny Steve Rogers / Hydra Stomper and Steve Rogers;
Ross Marquand voices
Johann Schmidt / Red Skull and
Ultron;
Fred Tatasciore voices
Drax,
Corvus Glaive, and
Volstagg;
Brian T. Delaney voices
Peter Quill;
Lake Bell voices
Natasha Romanoff / Black Widow;
Mick Wingert voices
Tony Stark / Iron Man; Stephanie Panisello voices
Betty Ross;
Mike McGill voices
Thaddeus Ross; Alexandra Daniels voices Carol Danvers / Captain Marvel; Hudson Thames voices Peter Parker / Spider-Man;
Kiff VandenHeuvel voices
Obadiah Stane; Beth Hoyt voices
Pepper Potts; Ozioma Akagha voices
Shuri; Josette Eales voices
Frigga; David Chen voices
Hogun;
Max Mittelman voices
Fandral; and
Cynthia McWilliams voices
Gamora.
Animation Stephan Franck serves as head of animation on the series, which features a
cel-shaded animation style with character likenesses based on the actors from the films. Blue Spirit worked on two of the first season's episodes, with Squeeze handling animation for four episodes,
Flying Bark Productions working on four, and Stellar Creative Lab working on one. The animation style is consistent across these episodes, with Bradley noting that Marvel was "trying to use the color palette, the lighting, [and] the character design to tell as much story as you can" like they do in live-action films, adjusting the camera and color palettes between each episode. Production Designer Paul Lasaine and his team painted all of the backgrounds for the season, basing these on frames from the films as well as the concept art and set plans from those productions. Discussing the apparent exaggeration of action and abilities in the series, Franck said they were trying to be consistent with what is seen in the films, but "every medium has its own poetry and reads differently, and there's a level of abstraction and exaggeration that is inherent to animation". Graham Fisher and Joel Fisher edit the series, starting during the storyboard phase.
Music Soundtrack albums for each episode, featuring composer
Laura Karpman's score, were released digitally by
Marvel Music and
Hollywood Records. The first episode's album was released on August 13, with subsequent albums releasing shortly after their corresponding episode. == Marketing ==