I’ve been commenting that, by and large, the writers on the first season of Marvel’s What If…? seem to be in a competition about who can write the darkest story. While last episode, featuring the hijinks of an only child version of Thor, was a lot lighter and funnier, it ended on a bleak note that gave a hint about the next episode, “What if Ultron Won?” This is a spin on the events of Age of Ultron, that doesn’t work out well for anyone involved.

The Watcher gives a very different introduction for this episode, before we cut to Black Widow driving a motorcycle through the ruins of a city. She’s being chased by many Ultron drones, and we quickly see she’s not alone, as Hawkeye uses some special weapons to drop the horde of robots. Things have definitely not been going well for these two Avengers, and as we see them fighting on, the Watcher narrates what the Nexus Point was for this world. Things are really not good, and Hawkeye and the Widow are doing what they can to fight the good fight.

Things look bad, but they can always be worse, as we see Ultron have a run-in with a familiar face. After an improbably short battle, Ultron levels up a lot, and becomes an even greater menace. Not content with wreaking havoc on Earth, Ultron visits, and destroys, many familiar places throughout the MCU, and adds to an already spectacular body count. Then, things take a turn for the meta, and Ultron becomes of aware of someone, and something, he really shouldn’t.

The Watcher talks about one last hope for this world, and Hawkeye and Widow end up in Moscow, searching through the debris and ruins for a way to win. Although at this point, I’m not sure what the point is, aside from living up to the team name. Their search takes them quite a while, and we see the mental state of at least one of them isn’t good. They also find an artefact from a character that we haven’t seen before in the What If worlds. The Watcher is desperately rooting them on, which is also new. After a Star Wars joke, they find what they needed, and it’s an old villain we haven’t seen in a while. As they find some hope, the Watcher gets a major surprise and things take a turn for the cosmically weird.

The heroes find what, and who, they were looking for, and there’s a great derailment of a villain’s monologue as well as a unique form of persuasion. Widow puts their plan into motion, and the new “ally” makes a sort of disturbing comment about his own past. Due to something no one could have foreseen, the plan doesn’t exactly work, and there’s a heroic sacrifice to let the others keep fighting. After a major fight that bridges realities, a more cosmic-level clash comes to an end, and we see someone from an earlier story come back, another first. The finale seems like it’s going to break all the rules of the stories we’ve seen so far.

What I liked: There were a lot of surprises in this one, and a great many twists I didn’t see coming. Hawkeye has always been a favorite of mine, so I’m glad he was one of the last heroes standing. Who they went to for help made sense, but I wouldn’t have guessed it. The story worked well. Interestingly, this is the episode with the fewest original actors returning to reprise their roles.

What I didn’t: I know it wasn’t the main point of the story, but I never like it when the powerhouses get wiped out both ridiculously easily and off-screen. I have questions about several unaccounted-for characters. One of the villains we saw get killed went down way too easily, as did some of the locations Ultron flitted around to.

It was a good, if depressing, story. I’m looking forward to the finale. I’ll give this a 4 out of 5.