Editor’s note: The below recap contains spoilers for What If…? Season 3 Episode 2.
Now there’s the kind of out-of-the-box concept I was looking for! Marvel’s What If…? Season 3 Episode 2, “What If Agatha Went to Hollywood,” brings silver screen glitz and glamor to the series with one of the more unconventional setups of the season. I don’t know what it is about superheroes — and villains — and Hollywood feeling like such a natural fit, in-universe. Maybe it’s their larger than life nature and the fact that we so rarely touch on pop culture within the world of the MCU that it feels like the heroes we see are the closest thing that world has to celebrities. That and the fact that the world experiences a world-changing event of mass destruction every 12-18 months or so. That probably has an impact on things. But it doesn’t have an impact on this episode, which wisely makes use of two of the MCU’s larger-than-life personalities.
Agatha Harkness Goes to Hollywood in ‘What If…?’ Season 3 Episode 2

The episode opens with a sequence that looks pulled right out of Fritz Lang’s Metropolis, but narration from the Watcher (Jeffrey Wright) tells a different story, explaining that back before the dawn of creation, there came the Celestials. These Celestials kneel before a staircase leading to a raised platform where a woman emerges, chanting in Latin and calling on the power of the Eternal Guardians, and the power of creation to bring forth her rebirth. Kind of an intense start to the episode, but whatever the woman is trying to do doesn’t work, and she calls out to “Howard,” that being the one and only Howard Stark (Dominic Cooper), who is the director of this large-scale project starring Agatha Harkness (Kathryn Hahn). The Watcher explains that in this universe, Agatha discovered the Celestial buried in the depths of the Earth in her quest for power, and designed a spell intended to siphon its power for herself. But, the Watcher says, because pulling that spell off requires a lot of set-up, given the scale, Agatha turned to Hollywood, and particularly to Howard Stark, who was more than happy to pay for her little vanity project. Even if he has no idea what it’s all for.
Howard catches up with Agatha at the bottom of the stairs, clearly delighted about the direction the production is going, and marveling at the way Agatha pulls off “in-camera special effects.” Howard might be impressed, but Agatha is frustrated that her magic — or as she tells Howard, the scene — isn’t working, and tells him that they might need to restage it. Howard’s long-suffering butler, now his second AD, Jarvis (James D’Arcy), insists that they can’t rewrite the scene, having rewritten it five times already, and he doesn’t think more explosions and fight scenes are going to help at all. Would that Marvel took their own advice sometimes. Fortunately for Jarvis, and for us all, Agatha isn’t thinking along those lines. She tells Howard and Jarvis that they need to inject the movie with more star power instead and give her a co-star, someone to face off against her Cosmic Queen. While wondering what the new plot will be, Jarvis sarcastically suggests that the Cosmic Queen and her new foil face off with a dance, each with a dozen backup dancers and with camera work that will require raising the sets. Not sure how long Jarvis has been working for Howard in this universe, but he’s obviously still pretty new if he doesn’t realize his eccentric boss will latch onto every wild idea he hears, no matter how much sense it makes, or doesn’t. As for who they have in mind to star opposite Agatha, Howard suggests some of the big names of their day, but Agatha insists there’s only one person who is the right fit: Kingo (Kumail Nanjiani).

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Kingo Arrives in Bollywood Style in ‘What If…?’ Season 3 Episode 2

The next day, the Bollywood star rolls up to Stark Pictures, and is greeted by Jarvis and Howard, who tells them they’ve got everything prepared. And with the way Kingo assures Howard that he’s been preparing for his “showdown” with Agatha for a while, something tells me these two already have bad blood. The dancers get in place, the camera starts rolling, and what follows is a delightful dance sequence that is half Bollywood and half Golden Age Hollywood. I know Jarvis was being half-sarcastic, but I really do think Marvel needs more dance numbers and less explosions. Once Agatha and Kingo begin dancing with each other one-on-one, he reveals that he knows why she wanted him there, and warns that he’s come to shut her “project” down. She counters by saying that what she’s doing is small scale compared to the Eternals, whose goal is to destroy the world. With both of them underestimating the other, Kingo finally has enough and uses his powers to fire at Agatha. She laughs at him and his “finger guns” and he fires again, only this time she conjures a shield to deflect. But not just any shield — one that looks awfully like Thena’s powers. Kingo is horrified, and Agatha adds insult to injury by telling him she actually stole all the Eternals’ powers, and proceeds to demonstrate, ending with a staff made of energy pointed right at Kingo’s throat.
Since not a single thing in this world has ever stressed out Howard Stark, he’s delighted by the turn their fight took, even if it caused untold damage to his soundstage. He’s actually so delighted, he orders Jarvis to invite everyone to a party at his place later that day, and files out, with the rest of the cast and crew in tow, leaving only Agatha and Kingo behind. She tells him she isn’t the villain of this story, further adding that she didn’t kill the other Eternals to take their powers; she merely borrowed them while locking the Eternals up somewhere on the backlot. She even promises Kingo she’ll let them all go, as soon as she deals with the Celestial currently living in the center of the planet. Agatha tells Kingo she just needs his powers in order to complete her spell. He tells her he can’t, as Arishem made him the Prime Eternal, and protecting the Celestial, and all the lives his Emergence will create, is his top priority. Agatha calls bullshit, though, telling Kingo that, unlike the other Eternals, he has more experience living as a human through his film career.
She might just be trying to win him over, and he might have the wrong takeaway — that acting is the most noble profession on Earth — but it is actually a very sweet moment that highlights the empathetic abilities of the arts, and how they foster human connection. Kingo is still reluctant to betray Arishem, though, until Agatha tosses in that she can get Howard to offer Kingo a three-picture deal, which he immediately accepts. The two shake on it, but are immediately transported to stand before Arishem, who tells them that they’ve chosen their side and will now die for it. Once they’re back on the soundstage, Kingo tells Agatha that at this point, with Arishem on the way, only another Celestial can stop him, but Agatha’s already got a plan up her sleeve. The two of them head to Howard’s over-the-top party at his house above the Hollywood sign, and tell him they’ve had a bout of inspiration for wrapping up the third act of the movie. An inspiration so exciting, they don’t even want to wait until the next day to shoot it. Unfortunately, Jarvis tells them, since Agatha had previously mentioned wanting to rewrite the finale, the set they were using has been taken down — along with all the runes she handpainted on it.
Agatha Harkness Fights the Celestials in ‘What If…?’ Season 3 Episode 2

Image via Marvel Studios

Searching for an alternate location, they spy Griffith Observatory across the valley and suggest they shoot there, with Howard even offering to buy the place if that’s what it takes to secure the permits. Kingo volunteers the use of his spaceship to fly them over there, and Howard is not at all fazed by this — though Jarvis very much is — and also reveals that he knew Agatha was a witch all along, and didn’t mind at all. Especially since using real magic was a great budget saver. For a man who’s ready to buy the Griffith Observatory to shoot one single movie scene, he certainly picks strange places in which to save money. Though I guess you can’t put a price on authenticity. At the Observatory, Howard and Kingo set up the cameras while Agatha and Jarvis paint the runes on the walls, but with Arishem entering the galaxy, the time for preparation is over.
Agatha begins her ritual again, and this time it works. Maybe because this time she has Kingo tied up across from her. The spell pulls Kingo’s powers into Agatha, and she uses the combined power from all the Eternals to drain Tiamut, absorbing his power into herself as well. The resulting blast knocks the three men right out of the building — though Howard manages to keep a camera rolling — and blows the roof off the observatory, making space for a Celestial Agatha to ascend into the sky. Where Arishem looks like the stuff of nightmares, Agatha’s Celestial form is stunning, all purple light and white stars. She ascends not a moment too soon, as Arishem has arrived, calling Agatha a heretic, and telling her she will be judged accordingly. Agatha responds by decking him right in the face, which kicks off a fight between the two, visible the world over. She fires a few bolts of power at him, and he mocks her for missing him every time. But it’s not that Agatha has Stormtrooper-level aim. Rather, as she reveals moments later, she was just trying to maneuver Arishem into place to bind him to an upside-down pentagram, in order to steal his powers.
Kingo tries to get Agatha to come back down to Earth, but she tells them all that her plot to stop the Celestial and save the world was all just a ploy to get her to where she is now, with enough power to remake the world however she wants. After a quick conversation with Jarvis, Kingo realizes the way to get Agatha to stop is by appealing to her soul. He enters the dimension previously used to talk directly to Arishem, and tells Agatha that he understands that the world has hurt her, but that she’s had the right magic to change it all along. Movie magic, that is. Kingo tells her that movies have the power to change people, and thus change the world. He suggests that the two of them partner up to change the world through the power of storytelling, since maybe they were just waiting for each other all along.
Incredibly, that speech works, and the two of them attend the premiere of their first of many possible movies together, Cosmic Queen. Kingo’s attitude has apparently affected everyone, as the press at the premiere ask Howard what the success of the movie will mean for his weapons business, and the man seems ready to put it all aside in favor of making movies instead. A worthy pursuit, certainly a nobler one, but not the kind of industry that allows you to make “buy Griffith Observatory on a whim” kind of money. After Agatha teases a sequel to Cosmic Queen at the premiere, Kingo quietly tells her that the other Eternals, now revived thanks to Agatha, are worried that the other Celestials will come to Earth following Arishem’s death, which has him nervous. It’s unclear whether Agatha actually gave up her Celestial powers, though, or simply shrank back down to size, so maybe she’ll be ready to face the Celestials when they do come. Which is sooner than any of them expected, as just as soon as the Watcher finishes waxing poetic about the power of the movies, no fewer than three Celestials appear in the sky behind him.
The first two episodes of What If…? Season 3 are streaming now on Disney+.

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Review

What If Season 3 Episode 2 brings the glitz and glam with a magic infused take on old Hollywood with Agatha and Kingo.

Pros

More Marvel projects need dance numbers. More dancing, less fighting.
Agatha and Kingo are the kind of unlikely pair that create standout episodes of the series.

Based on the Marvel Comics series of the same name, this animated anthology looks at alternate timelines in the multiverse that would happen if specific moments in the MCU occurred differently.

Release Date

August 11, 2021

Finale Year

November 30, 2023

Cast

Samuel L. Jackson
, Stanley Tucci
, Michael Douglas
, Sean Gunn
, Mark Ruffalo
, Karen Gillan
, Tom Hiddleston
, Jeffrey Wright
, Michael B. Jordan
, Toby Jones
, Sebastian Stan
, Paul Rudd
, David Dastmalchian
, Natalie Portman
, Josh Brolin
, Dominic Cooper
, Jeff Goldblum
, Hayley Atwell
, Djimon Hounsou
, Chadwick Boseman
, Taika Waititi
, Chris Hemsworth
, Neil McDonaugh
, Jeremy Renner
, Michael Rooker

Seasons

3

Writers

Ashley Bradley
, Matthew Chauncey

Streaming Service(s)

Disney+

Franchise(s)

Marvel Cinematic Universe

Directors

Bryan Andrews

Showrunner

Ashley Bradley

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Watch on Disney+