The following contains spoilers for Marvel’s What If…? Episode 5, “What If… Zombies?!”

When the Marvel Cinematic Universe took inspiration from the comics anthology What If...? series for the new Disney Plus series, plenty of fans wondered if specific comic book scenarios might come into play. The latest episode of the series seems to take inspiration from one comic book universe in particular: Marvel Zombies.

In the comics, a portal to a zombie universe causes the infection of the inhabitants of the main universe, and the results aren’t so different here as the episode details a very different look at the MCU than fans are used to. There are plenty of references to the main timeline of the MCU embedded into the comic book inspired story though, and a few Easter eggs for fans to watch out for.

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Zombies Take On Infinity War And Ant-Man And The Wasp

Bruce Banner trying to turn into the Hulk in Marvel's What If

The premise of the episode is that Bruce Banner returns to Earth from his time in space to warn the Avengers that Thanos is coming. That’s exactly how Avengers: Infinity War kicks off, and some of those shots are recreated here, like Banner falling into the floor of the Sanctum Santorum, and Thanos’ Black Order members arriving on Earth. That’s not the only movie that sees shots recreated though.

The episode also reveals that right before the events of Infinity War, just as in the main timeline, Ant-Man and the Wasp occurs. Shots from that movie are recreated here as well with Hope attempting to greet her mother during her return from the Quantum Realm. Instead of Ghost interrupting the happy reunion, it’s a zombie virus that starts turning Marvel heroes into villains.

The idea of the zombies coming from another realm is straight out of the original 2005 limited series Marvel Zombies. There, however, it was part of a Fantastic Four storyline, but neither the Fantastic Four nor the X-Men are reported to be part of the What If…? series.

Zombies Imply Significant Timeline Changes

Hawkeye, Black Widow, Captain America, Iron Man, and Black Panther in What If...? Episode 5

It goes without saying that an alternate timeline for the MCU implies some serious changes to what fans already saw take place. This episode, however, doesn’t just have the big change of zombies running around Earth. As a result of those zombies, there are also several big changes that fans might miss in the episode since they aren’t part of the main storyline.

The Avengers uniting to contain that zombie threat is where those changes occur. This episode is set a significant chunk of time after the events of Captain America: Civil War. Peter Parker has his nice Spider-Man suit and has already turned down a chance to be in the Avengers, after all. More than that, however, is the fact that Iron Man and Captain America were seen leading the Avengers into battle - a team that includes Black Panther, Hawkeye, and Black Widow as well.

That means the zombie threat was big enough to pull Hawkeye out of retirement (again) and get Steve Rogers and Tony Stark to work together before Thanos made it to Earth. It also means that Sharon Carter and Scott Lang aren’t considered missing since she doesn’t end up in Madripoor and he doesn’t end up stuck in the Quantum Realm in Ant-Man And The Wasp.

Hope’s Swarm

Wasp saves Bruce Banner in What If...? Episode 5

When Hope van Dyne and her ants save Bruce Banner from zombies, she leads a swarm of ants to tear them apart. Most often in the movies, it’s Scott who influences the ants, but there is a precedent for her being able to influence that many ants.

When Scott is still learning how to “talk” to ants, Hope demonstrates that all it takes is a little focus when she takes the device from him in Ant-Man and has the ants fill a cup with sugar cubes by forming a chain from the ceiling and blocking out the light in the room. She might use her wings more often than ants themselves, but she certainly has the power and control to lead that swarm.

Though the effect doesn't involve someone turning to dust, or a sad goodbye, it does provide a horror-infused echo of a shot that's being used a lot in the MCU's Disney Plus properties. The gradual disappearance of a character while another looks on is becoming a signature callback to Avengers: Infinity War, and Hope's swarm twists that idea.

So You Wanna Survive The Zombie Apocalypse

Peter and Kurt in their zombie video guide in What If...? Episode 5

It’s likely a coincidence, but a game called “Wanna Survive” does actually feature battling zombies in the real world. Peter Parker’s instructional video probably wasn’t made with that in mind, but gamers might still see it as a nod.

Peter’s video is more of a nod to the many pop culture pieces that use the same idea, like The Scouts Guide To The Zombie Apocalypse. It’s also a callback to Peter’s love for making videos about his adventures. Even though he can’t show it to people, he still essentially vlogs his experience in Captain America: Civil War as part of the Avengers conflict.

Happy’s Iron Man Glove

Tony Stark turns his watch into his Iron Man glove

The glove that Happy Hogan uses is a relatively small weapon compared to Spider-Man’s abilities or Hope’s Wasp technology. It, however, is a remnant of Tony Stark’s time as Iron Man.

It’s from the watch that Tony uses in earlier movies to transform into part of his Iron Man suit. While it fires a laser blast, Happy doesn’t have the rest of the pieces of it, unlike when he carried around the Iron Man suit-case in Iron Man 2.

Camp Lehigh

Steve and Natasha outside of Camp Lehigh in Captain America: The Winter Soldier

Camp Lehigh is where the surviving heroes travel when they find a report of someone developing a cure. While they make mention of it being SHIELD’s first base in New Jersey, there’s more to it in the MCU.

It’s also the military facility where Steve Rogers trained before he was chosen for the super-soldier serum in Captain America: The First Avenger. The MCU already revisited the base in Captain America: The Winter Soldier when Steve and Natasha Romanoff paid the base a visit to discover the truth about Hydra’s infiltration of SHIELD.

The Avengers Uniforms

Captain America and his teammates run toward battle in Captain America: Civil War

Given that the events of this episode are set after Captain America: Civil War, it won’t come as a surprise to many that the uniforms used by the Avengers in animation look like the ones from the movie.

Wanda Maximoff has her red jacket and the Captain America uniform has the same stripes in its tattered form. Even Black Widow is depicted with her hair about the same length - and now blond as she changed it between the events of Black Widow and Infinity War.

Bucky VS Steve On A Train

Zombie Captain America in Marvel's What If

Bucky Barnes and Steve Rogers are no strangers to fights on trains, though the one in this episode is a little different than the one in Captain America: The First Avenger. There, the two were allies, and Bucky fell to his supposed death. Here, they’re on opposite sides of a battle, and Bucky ends Steve’s time as a zombie to pick up the Captain America shield. With Steve, Sam Wilson, and Sharon Carter all meeting their end as zombies, it makes sense for him to be the one to carry it at that point.

Bucky also echoes an old line of Steve’s that pops up throughout their MCU interactions. Steve told Bucky before they were both super soldiers, “I’m with you until the end of the line.” Bucky tells the zombie version of Steve, right as he’s impaled by his own shield, “I guess this is the end of the line.”

Uncle Ben

Peter and Hope talk in What If...? Episode 5

Hope is incredibly impressed by Peter’s eternal optimism. She doesn’t understand how he can remain so upbeat in the face of so much tragedy, and that gets Peter to open up about all the loss he’s already suffered in the MCU. While he talks about his parents, losing Tony, and even his Aunt May, he also references his Uncle Ben.

While the loss of Uncle Ben tends to be what pushes Peter to become Spider-Man in every origin story for the character, Uncle Ben has never appeared in the MCU. Instead, a suitcase with the initials B.P. on it implied his existence. This marks the first time Peter has ever even said his name out loud - and it’s still in an alternate universe.

Hope and Peter's conversation, however, does lend credence to the idea that all of the MCU's Disney Plus shows so far are heavily influenced by grief. Each series has featured the MCU's characters processing their grief in different ways, and just how that grief affects them moving forward.

The WandaVision Story

A fading Vision and Wanda say goodbye in WandaVision

What’s left of the Avengers discovering that Vision is just luring people in for Wanda to snack on in her zombie state is a heartbreaking, but not completely unexpected, twist. The move is an echo of Wanda’s own journey in WandaVision.

Neither Wanda nor Vision are able to let one another go in their grief. Vision can’t use the cure on Wanda because of how strong her magic is, but he also can’t bring himself to attempt to destroy her. That’s not unlike Wanda’s grief causing her to create her own version of Vision and a happy family so she doesn’t have to move on with her life. Just as Wanda eventually saves the residents of the town she endangered, Vision gives the Mind Stone to the remaining Avengers, sacrificing himself to save others.

A Quadjet

A quadjet flies above Earth in Captain Marvel

Vision also sends the group to retrieve a quadjet at Camp Lehigh. That particular term hasn’t been used much in the MCU before. Instead, fans will be used to SHIELD members flying a quinjet. That’s the vehicle both Hawkeye and Black Widow repeatedly fly in the movies, and it gets a whole lot of use in the series Agents Of SHIELD.

“Quad” implies four and “Quin” implies five, meaning this is the precursor to the quinjet. A similar model appeared in Captain Marvel as Carol Danvers and Nick Fury flew to space in it.

Thanos Has The Gauntlet

A zombie Thanos has the gauntlet in What If...? Episode 5

As T’Challa flies Peter and Scott Lang’s head into Wakandan air space, the audience gets a reveal that calls to mind a shot from Avengers: Infinity War. Thanos is just outside the Wakandan perimeter with his almost completed gauntlet.

This time, Thanos is a zombie, but he’s still only missing the Mind Stone, which is now in the hands of Peter Parker. Even as a zombie, Thanos is still out to complete his quest, which implies the possibility of another conflict in Wakanda with a significantly smaller number of Avengers to stop him.

What If…? Is available to stream on Disney Plus with new episodes released Wednesdays.

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