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"Her one choice gave birth to a whole new history and gave the Multiverse a new hero."
The Watcher

What If... Captain Carter Were The First Avenger? is the first episode of the first season of What If...?.


When Steve Rogers is seriously injured, Peggy Carter becomes the world's first Super Soldier.


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Project Rebirth was underway in the midst of World War II, aimed at transforming Allied troops into super-soldiers to greatly assist the efforts against the Axis powers. Steve Rogers, the first super-soldier, turned the tide of the war in favor of the Allies before sacrificing himself to save countless civilians from harm.

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The Watcher observes as a new universe begins to diverge substantially when Peggy Carter declines to retreat to the viewing booth as Steve Rogers prepares to undergo his transformation. While witnessing Abraham Erskine present his super-soldier creation process, Carter discovers a suspicious object planted by Erskine's feet and sees HYDRA agent Heinz Kruger pulling out a detonator. Carter is unable to prevent the resulting explosion, which kills Erskine. The frail Rogers attempts to fight Kruger, but is shot down. Before Kruger can flee with a vial of the Super Soldier Serum, Carter kills him and recovers it. With Rogers unable to resume his transformation and Howard Stark refusing to step in, Carter volunteers in his place to save the project, becoming a super soldier. This comes to Colonel John Flynn's chagrin, who laments at the money that was spent to transform not a man, but a woman.

Flynn, intending to use Carter's blood to recreate Erskine's serum, insists that women are not meant to fight on the front lines of war. Carter is left infuriated with his comments. She trains with Rogers in another room, who reveals to her that his best friend Bucky Barnes had been deployed to Europe as part of the 107th Regiment. Carter, Stark, and Flynn brief on the significant gamma signatures picked up in Tønsberg, Norway, where HYDRA leader Johann Schmidt and his forces had invaded for the Tesseract. Carter and Stark deduce Berlin as HYDRA's destination for the ancient relic, but Flynn refuses to send his troops to intercept it. Unfazed, Stark decides to create battle gear for Carter, meeting up with her at a bar to deliver her a modified USO costume and a circular vibranium shield.

Carter ambushes HYDRA alone in Berlin, capturing Arnim Zola and securing the Tesseract for the Allies. She pressures Flynn to promote her to the rank of Captain while entrusting the cube to Stark, who uses it to empower a gigantic armored suit he had built for Rogers. Captain Carter and Rogers use intel to locate the 107th Regiment in HYDRA captivity, where Captain Carter launches a lone assault to free Rogers' comrades. Rogers arrives in his mech to assist their escape, leaving Captain Carter, Barnes, and the regiment impressed. The war begins to tilt in the Allies' favor, with Captain Carter leading the charge. All the while, Flynn claims to have always supported Carter and had sponsored the creation of Rogers' mech, called the HYDRA Stomper, in a phone call with the President.

Adolf Hitler, furious with the Allied advances into Axis territory, orders Schmidt to Berlin. However, Schmidt betrays the Nazi Führer, declaring that HYDRA will surpass the Third Reich as it falls. Meanwhile, Carter and Rogers share an intimate moment at a bar, and prepare to share a kiss when Stark interrupts them with a vehicle Barnes had stolen. Heading to the Austrian Alps, the HYDRA Stomper positions himself at the front of a HYDRA train while Captain Carter, Barnes, and the Howling Commandos prepare to infiltrate and capture Red Skull to end the war. But while attempting to gather a visual on Red Skull, the HYRDA Stomper instead finds the front of the train loaded with explosives, which detonates. Everyone else manages to escape unharmed, but mourn the apparent loss of Rogers.

The devastated Carter then interrogates Zola for information regarding Red Skull, learning he plans to use the Tesseract to summon an interdimensional force to conquer the world. Zola also reveals Red Skull's location at Castle de Krake, where Captain Carter and her men plan an assault to stop HYDRA. Stark, while not a fighter himself, is brought onboard to operate any mechanisms inside. With the Tesseract, Red Skull opens a portal to bring a tentacled monster to Earth, the Champion of HYDRA. As Captain Carter and Stark watch on, Red Skull taunts them, but he is immediately killed by the beast. Elsewhere, Barnes and the Howling Commandos locate the HYDRA Stomper armor undamaged in a lower area of the castle. They find Rogers alive and help him reactivate the suit without the Tesseract as a power source. The HYDRA Stomper then flies away to reunite with Captain Carter.

As the Champion continues to grow in size, Captain Carter and Stark devise a plan to push it back into the portal. As Stark reverses the portal's suction, Barnes and the Howling Commandos arrive to help, but are incapacitated when the beast emits a deafening screech, forcing the HYDRA Stomper to escort them to safety outside. With the monster preventing the portal's closure, Captain Carter resorts to push it in herself. The HYDRA Stomper attempts to stop her from sacrificing herself, but the suit runs out of power, leaving him helpless. Before Captain Carter crosses through the portal, she and Rogers arrange a date for the dance.

The Tesseract is all that remains, and Rogers is left stricken with grief. Elsewhere, Captain Carter emerges from the portal and encounters Hawkeye and Nick Fury, who reveals to her that World War II had ended seventy years ago. Although saddened with the amount of time that had passed, Captain Carter was content with the fact they had won the war.


Starring Cast:

Guest Stars:

Non-Speaking Characters:






Sentient Species





Song title Artist Location(s)
Manhattan Calling Extreme Music
Midnight Serenade APM Music
Bugle Call Rag
(New Orleans Rhythm Kings cover)
Benny Goodman
Captain America’s Theme Alan Silvestri Captain Carter and the Howling Commandos agree to storm the Castle de Krake.



  • Howard Stark mentioned that he spent a weekend with Hedy Lamarr. Lamarr was a movie star who was also a genius amateur inventor who helped develop frequency-hopping spread spectrum communication, a key forerunner mechanism to Bluetooth and Wi-Fi technology. Although Lamarr's engineering accomplishments were unappreciated until decades later, Stark is the type of man who is attracted to a woman of Lamarr's talent as an inventor as well as her beauty. Lamarr was the inspiration for the character of Whitney Frost in the second season of Agent Carter.
  • When Steve Rogers and Peggy Carter are talking about how their beloved ones are also fighting on the war for them, this could be an indirect reference to Peggy Carter's brother: Michael Carter.
  • The episode indirectly references several other Marvel animated series episodes.
    • The plot with the Red Skull summoning creatures from other worlds to win World War II comes from The Avengers: Earth's Mightiest Heroes episodes Meet Captain America, The Red Skull Strikes!, and If This Be Doomsday!.
    • The Tesseract-powered armored suit first appeared in the Avengers Assemble episode By the Numbers where the Red Skull used the Tesseract as a power source for the stolen Iron Man Armor: Mark XLIX.
  • When the Howling Commandos prepare to attack the HYDRA train, Captain Carter calls that action Operation Where Eagles Dare. That's a reference to the 1968 war film Where Eagles Dare.
  • According to The Watcher the point of divergence in this universe was Peggy Carter's decision to stay in the experiment room during the SSR's attempt to turn Steve Rogers into a super soldier. However, the universe depicted in this episode already had differences with the details of the wider Marvel Cinematic Universe, many of them established before the point of divergence.


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