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Marvel Cinematic Universe Wiki

"Inside one week, three strange and separate stories unfolded. A genius battled his demons both inside and out, while the world met the monster hiding in the man. And a godly prince fell to Earth. I am the Watcher. And where humans see chaos, I see the crucible that would transform this collection of individuals into a team of heroes. At least, that's how things played out in one universe. But in this one..."
The Watcher

What If... The World Lost Its Mightiest Heroes? is the third episode of the first season of What If...?.


Nick Fury struggles to launch the Avengers when candidates are targeted by a serial killer.


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On Monday, S.H.I.E.L.D Director Nick Fury and Black Widow approach Iron Man at a donut shop to discuss the Avengers Initiative, as well as his worsening condition due to his palladium-leeching Arc Reactor. But when Black Widow injects the Lithium Dioxide antidote into Iron Man to slow down the poisoning, he instead suddenly convulses and collapses to the floor dead.

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Tuesday sees Phil Coulson contacting Fury about a mysterious hammer found in the New Mexico desert. As Black Widow is handcuffed on the suspicion of being Stark's murderess, Fury, knowing her innocence, covertly hands her the syringe, suspecting that an unknown individual in the organization had compromised the antidote. Black Widow boards a STRIKE transport bound for New York, but she manages to break out of her cuffs and overpower the entire STRIKE unit. Brock Rumlow slams the truck's brakes, but finds Black Widow had already escaped.

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By night, S.H.I.E.L.D. has assembled a base to observe the hammer. Thor infiltrates the facility and attempts to retrieve the weapon, but despite Fury's order to stand down, Hawkeye inadvertently fires an arrow, killing Thor. Hawkeye, who claims the act was not intentional, is relegated to confinement for the incident, but when Fury tries to talk to him, he is also found dead. Observing the bodies of who would've been Avengers, Fury rules out Barton committed suicide, determining that both Barton and Stark's deaths were linked.

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Romanoff visits Culver University on Wednesday, meeting with Betty Ross. Handing her the syringe for observation, they discover that not only did the antidote fail to reach Stark, but the tip had been shattered by a tiny object. Soon after, Fury contacts Romanoff about Barton, leaving her distraught and seething with vengeance. Fury noted that the dead were candidates of the Avengers Initiative, and the only two still alive are her and Bruce Banner. When urged to locate Banner, Romanoff locates him hiding in a nearby closet. They are prompted to start fleeing when Thaddeus Ross and the military arrive at the campus. A supposed sniper round goes off and injures Banner, causing him to turn into Hulk. The military launch an all-out assault to take down the green giant, but Hulk's body suddenly swells and explodes, much to Ross' horror and distraught.

Concurrently in New Mexico, Loki arrives at the S.H.I.E.L.D. base with the Einherjar, seeking vengeance for Thor's death. Fury attempts to negotiate with the God of Mischief, but Loki uses the Casket of Ancient Winters to attack S.H.I.E.L.D. personnel. Fury and Sif eventually convince Loki to drop his assault in favor of diplomacy; he gives Fury until the crack of dawn to capture the assailant, otherwise he will reduce Earth to a frozen wasteland. At night, Romanoff retreats to a library in Manassas, Virginia. As she is locked out of the system, Coulson lends his password to Romanoff in order for her to access the Avengers Initiative files. Finding that an agent who died two years prior had accessed the database on Tuesday, Romanoff contacts Fury to inform him only for the assailant to appear behind her. The attacker is quick and seemingly invisible, overwhelming Romanoff, who is only able to reveal that "hope" is the answer before she is dragged into the darkness to her death.

With the five Avengers dead and with only Romanoff's cryptic message to go on from, Fury goes to retrieve an old pager, but, realization striking, decides not to activate it and instead sets up a meeting with Loki. Heading into a cemetery in San Francisco on an early Thursday morning, "Fury" visits the grave of Hope van Dyne, where a revengeful Hank Pym meets him. Pym, accuses "Fury" of exploiting van Dyne's love for her mother as a way to lure her into S.H.I.E.L.D. and in turn her death. The grief-stricken Pym proceeded to don his Yellowjacket Suit and embark on a campaign to kill the candidates for the Avengers Initiative: sabotaging Iron Man's antidote, forcing Hawkeye to release his arrow on Thor before killing him via internal hemorrhage, and the sniper round on Banner actually being him entering his body before using an enlargement disk to destroy his heart.

Yellowjacket then shrinks to kill "Fury", but the "S.H.I.E.L.D. Director" is able to counter him. "Fury" is actually revealed to be Loki using his illusions to overwhelm and defeat him. Fury turns Yellowjacket over to the Einherjar while Loki decides to remain on Earth, later traveling to the United Nations Headquarters in New York City on Friday to announce his supreme authority over all of humanity, effective by the next day. Despite the Avengers falling before they could rise, Fury remains determined to assemble a new team: he locates Captain America in the ice, and has summoned Captain Marvel to Earth using the pager.


Starring Cast:

Guest Stars:

Non-Speaking Characters:






Sentient Species


To be added




Song title Artist Location(s)
Interrogation (Natasha Romanoff's Theme) Alan Silvestri Black Widow fights STRIKE agents in the back of a transport truck.
Hammer Found (Thor 2011 Shield Theme) Patrick Doyle Phil Coulson finds Mjølnir.
Groove Holmes Beastie Boys Tony Stark in the Randy's Donuts.
Captain Marvel's Theme Pinar Toprak Captain Marvel appears.
Love is a Game Extreme Music The Watcher observes as Phil Coulson drives across the New Mexico desert.




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