Editor’s note: The below recap contains spoilers for What If…? Season 3 Episode 3.
We move on from the glamor of old Hollywood, where animosity could be fully conveyed in a single, well-choreographed dance number, to the far less lighthearted and more serious era of the Cold War. Though really, how serious can something be when Alexei Shostakov (David Harbour) is here, extolling the virtues of communism to Middle America, whether or not they want to hear it? It might not be 100% serious, which is a relief, but What If…? Season 3 Episode 3, “What If the Red Guardian Stopped the Winter Soldier,” is notably the first episode this season to keep the scale more grounded. So let’s get this show on the road!
The Red Guardian Heads to America in ‘What If…?’ Season 3 Episode 3

December 16, 1991. The night MCU fans remember as the night the Winter Soldier (Bucky Barnes) killed Howard and Maria Stark after staging a car accident. But as the Watcher (Jeffrey Wright) shows us, that pivotal night went a little differently, with someone arriving to stop Bucky before he can kill the Starks. Someone with a vaguely Captain America-esque costume. Backing things up a bit, we see that person in question — Alexei Shostakov, aka the Red Guardian — back in Russia receiving new orders. He is to head to Ohio and assume a role as a senior data manager. It’s unclear which part offends him more: Ohio, or middle management. The mission is beneath his dignity as Russia’s first supersoldier, no matter how hard General Dreykov (Piotr Michael) insists the job is critical. Rather, Alexei has his eye on alleged new intel sent by The Rook, an American sleeper agent. Dreykov plays dumb, giving the game away immediately when he covers the file containing the intel. At the same time, he denies it out loud, and then answers a call from Karpov (Gene Farber), telling him to “defrost the Winter Soldier” for a new mission. If you insist on lying, you don’t have to make it so obvious.
Alexei is livid, calling the Winter Soldier a “piece of HYDRA trash,” angrier still that this prized Russian asset isn’t actually Russian. Alexei decides that if he won’t be appreciated where he is, then he’ll take his skills to somewhere where he will be. Dreykov points out that it’s not like he can just walk into SHIELD with a job application, and Alexei concedes the point almost immediately, agreeing instead to make his value known to his team by once again demonstrating his skills. His capitulation feels less quick, though, once it becomes clear that a lot of the bluster was a distraction to slip the folder of The Rook’s intel right off of Dreykov’s desk. With that, Alexei heads to the States, assuming the alter ego “Bob Toledo” on arrival. And shout out to Harbour here for making Alexei’s American accent sound deeply, comedically unnatural, despite it being Harbour’s own accent. Meanwhile, the Winter Soldier is activated and sent out on his mission, which turns out to be the mission to kill the Starks.
The reason for Alexei’s intervention then becomes clear. He at first tries to reason with the Winter Soldier, saying that the mission was only to steal the serum, not to kill anyone, and adds that if they keep Howard Stark alive, perhaps he’ll go back to capitalist America to warn them that the communist revolution has arrived in the form of the Red Guardian. A bit optimistic, perhaps, and anyway, the Winter Soldier is adamant that there be no witnesses as per his orders, and right now that includes Alexei. The two fight until the sound of police sirens scares them off and sends them running into the woods. Once they’ve gained some distance, the Winter Soldier — who feels more like Bucky by now, so I’m switching names — calls Karpov to report in. He tells him that he secured one out of the three packs of serum he was sent to get, and that there were complications with the whole “no witnesses” thing. Since that defines the mission as a failure, Karpov tells Bucky he’s on his own for extraction, the kind of callous treatment that doesn’t surprise Alexei in the slightest. Bucky, however, is just reeling at having failed a mission for the first time ever, and that more than anything looks to be what snaps him back to himself.
Bucky and Alexei Flee to Las Vegas in ‘What If…?’ Season 3 Episode 3

Image via Marvel Studios

Back at the scene of the accident, Ranger Morales (America Ferrera) gets the Starks loaded into the ambulance just as Bill Foster (Laurence Fishburne), the head of SHIELD’s science division, arrives to take over the investigation. Morales catches him up on the Starks’ condition and explains that Maria didn’t see anything, and Howard could only make out that two men were fighting. She then says that the working theory would have been carjacking…if not for that trail of serum Alexei and Bucky left behind. Foster warns the agents and officers present that they are now dealing with two supersoldiers, highly trained and capable of destroying anything in their path.
The only thing either of them seems intent on destroying at the moment, though, are a couple of burgers and fries from a roadside hamburger stand. Well, I suppose Alexei is also trying to destroy the capitalist mindset of “would you like fries with that?” but that’s more of an ongoing mandate for him than an immediate focus. Once Bucky turns on the charm and manages to actually get their food from the poor, underpaid employee, who did not sign up to hear Alexei’s lecture about seizing the means of production, the two figure out what to do next. Alexei suggests they find the Rook, the man with the power to crumble America’s capitalist infrastructure and put the country in the hands of the workers. A bit of a lofty goal for a weekday afternoon, but as they’ve got nothing else to do, the pair of them hit the road for Las Vegas, after stealing a car from a rude man who pulls up to the burger place.
They hit a literal roadblock on the way to Vegas when they run into the checkpoint Foster and Morales have set up. Foster heads over to talk to them himself, since they’re doing such a bang-up job of looking as suspicious as possible. The interrogation goes poorly when the two of them can’t agree on their story about where they’re headed. Foster tries to get them out of the car, but Bucky pulls a gun on him, and Alexei takes off past the barricade. Morales brings her own car around so she and Foster can give chase, and they pursue the pair of them down the highway, with Bucky pulling out increasingly elaborate guns to fire on them with. When his last one jams, and Morales pulls up alongside them, Bucky uses his Winter Soldier arm to punch through her car and take hold of the steering wheel long enough to send them spinning off course. Though the other cars remain in pursuit, Morales and Foster are stuck. Or at least, Morales is, as Foster activates his Goliath suit, growing to impressive heights and pursuing them on foot. Alexei and Bucky switch places, with Bucky taking over the driving while Alexei goes into Red Guardian mode. He jumps onto Goliath’s head and throws him off balance, allowing them to escape. Morales and Foster catch up to them just as they attempt to drive over a canyon, in a move so surprising even the Watcher gasps. They obviously don’t make the jump, with Morales and Foster finding the destroyed vehicle at the bottom of the canyon later that night. They find a Thomas guide — a spiral bound map that for me provoked an absolutely visceral flashback to navigating directions for my mom, even if I’m blanking on what the Canadian equivalent was called — with a single page missing. Looks like the authorities are headed to Vegas too.

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Bucky Tries to Remember Who He Is in ‘What If…?’ Season 3 Episode 3

Image via Marvel Studios

Before they can get there, Bucky and Alexei need to patch themselves up after their little mishap in the car, and settle for breaking into a nearby veterinary hospital. Alexei helps Bucky pluck the bullets out of his flesh-and-blood arm, and the two actually take the time to get to know one another. Alexei tells him that he came from a good family, but who lived in a place where there wasn’t much opportunity to become someone, so he signed up for the supersoldier program and became the Red Guardian. Bucky shares that he’s so much of a nobody, he can’t remember anything about his past, not even his name. Alexei tells him to close his eyes and think back to try and pick out an image of his past. Bright, vague images eventually resolve into one clear picture of Coney Island. It’s not much, but it’s enough to cheer Bucky up a little. Then again, it’s hard not to be cheerful with Alexei’s infectious enthusiasm for just about everything. As the Red Guardian leaves to secure — read: steal — them a new ride, Bucky gets a call from Dreykov, informing him that his orders have changed, and he is to kill Alexei before returning to Russia.
The two make it to Vegas and even manage a couple of jokes about hitting the casino and the buffet later, a testament to their budding friendship, but first, they have a job to do. Suited up in their gear, they head to the hotel where the Rook is staying and prepare to meet him, with Alexei nervous about meeting his hero. They’re ushered into the Rook’s room and are greeted by the man himself: Obadiah Stane (Kiff Vandenheuvel), Howard Stark’s former business partner, who eventually became Tony’s business partner and eventual nemesis. Alexei introduces them both and declares himself to be a big fan, but it seems like Stane has no idea what’s going on, at the very least playing dumb. Pushing past Alexei’s grand statements of Stane helping the American proletariat rise, Bucky tells him that they need his help getting back to Russia now that their mission is compromised. Stane insists he’s not a Russian spy, and explains that he only gave the Russians the information on Howard Stark’s serum in exchange for them killing Howard and Maria to get them out of the way, and he’s furious that they failed in their mission.
Alexei is disillusioned that he and the Red Room were forced to work for a “capitalist pig” and Stane takes the insult to capitalism about as seriously as he took Bucky and Alexei’s failure, which is to say, very. He does make a single good point — that their bosses don’t care about them at all — which resonates with Bucky, but it turns out the speech on the glories of capitalism was mostly a distraction so Stane could arm himself and kill them both for knowing too much. Bucky reacts quickly, using Alexei’s shield to knock Stane out of the high-rise window and into the fountain below, killing him. With Stane gone, the pair of them acknowledge that Stane had some good points about the Red Room, and Dreykov’s indifference to their well-being, but they don’t have time to dwell on it with the authorities literally knocking on the door. They take out the agents and escape through the window, Bucky using his metal arm to slow their fall so they reach the bottom alive. There, Morales and Foster try to figure out why they’d want Stane dead but left Howard and Maria alive, but they don’t have time to ponder that, as Alexei and Bucky take off into the closest casino.
Foster has one trick left up his sleeve, and dons the Goliath suit once more, growing in order to follow the two on foot. He catches up to them on the Strip, and they fight, with Foster learning that while the suit is great for many things, it’s no match for Bucky’s arm or Alexei’s shield. The two make a run for it into an abandoned casino, but Foster and Morales order SWAT to surround the building now that they functionally have them cornered. As the two of them hide in the derelict lobby, Bucky notes that the Red Room has arrived, along with Karpov, who can reactivate him, wiping his new friendship with Alexei from his mind. He answers a call from Karpov, who tells him he has failed his mission, and that Dreykov already warned him of the consequences, at which point Bucky destroys the phone and confesses to Alexei that his new mission was to kill him on Dreykov’s orders. Bucky gives him the serum and tells him to run while he holds off the Red Room, but Alexei, fueled now by the power of friendship rather than the power of communism, destroys the serum and says the two of them will fight the Red Room together.
Karpov arrives and begins reading the words that will activate Bucky, and once again, Bucky tells Alexei to save himself and make a new life in America, but Alexei is determined to stand with his friend. It seems the power of friendship is more powerful than anyone realized, as even though Karpov finishes the sequence, Bucky isn’t reactivated, and he and Alexei burst out of their hiding spot to take on the Red Room. Though the moment is triumphant, and though the Watcher says the real history-altering events are the friends we made along the way, the fight does not go completely in their favor, and is actually made all the more moving by the fact that we never see it. We just see them burst out of their hiding spot triumphantly and ready to give it their all, only for the Watcher to tell us they failed, leaving us to imagine how hard they must have fought, and how much they lost at the end. Bucky is recaptured by the Red Room and taken back to Russia to be reconditioned. Dreykov tries to get Alexei’s location out of Bucky, but he maintains he’s dead, and Dreykov tortures him for his troubles.
Red Guardian Joins the Avengers in ‘What If…?’ Season 3 Episode 3

Image via Marvel Studios

Back in America, Alexei — now going once again by Bob Toledo — has taken on a job coaching middle school P.E. But his future doesn’t lie in public school education, as Foster arrives for a visit and presents him with his shield, which a SHIELD agent recovered from the casino. He tells Alexei that he isn’t there to take him in, but rather to ask him to join SHIELD, as they could use help from someone with his skills. It takes absolutely no persuading for Alexei to agree, and the next thing we see is that iconic shot from The Avengers, with the six of them standing in a circle at the Battle of New York, only this time, they’re also joined by the Red Guardian, even if they seem a little annoyed and confused at his presence.
Now here’s the one part that leaves me scratching my head. The Watcher mentioned at the top of the episode that the night Howard and Maria were assassinated was pivotal in the lives of all the Avengers, and its ramifications were felt for “decades,” but we know it most notably affected their son, Tony. With them now presumably having lived to an old age… what prompts Tony to invent the Iron Man suit? I suppose it’s possible he ended up in that cave with a box of scraps regardless, but for him to still end up where he does in the Battle of New York with no discernible change makes me wonder how much of a role his parents’ death played in him becoming the irresponsible genius playboy we meet in Iron Man. Admittedly, it’s hard to tell from a single shot, but if one choice has untold effects on the future, then I find it strange that such a “pivotal” moment being completely changed still let to that exact moment unfolding, albeit with Alexei now part of the team. As long as Alexei’s having fun, I guess.
The first three episodes of What If…? are streaming on Disney+ now.

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Review

The Red Guardian and the Winter Soldier hit the road in a surprisingly moving episode of What If Season 3 Episode 3.

Pros

What If Season 3 Episode 3 is surprisingly moving considering how action packed it is.
Alexei Shostakov is pure comedy in an otherwise serious episode.

Cons

The action scenes get a tad repetitive, which is frustrating in such a short episode.

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+