Warning! This post contains SPOILERS for What If…? Season 3, episode 2What If…?Season 3 episode 2 imagines an alternate past where Kathryn Hahn’s Agatha Harkness joins forces with a surprisingMCUhero. Becoming an actress during the golden age of Hollywood, Agatha formulates a plan so much bigger than stealing the power of other witches, as was recently seen in her live-action MCU series. Likewise, she’s also joined by Kumail Nanjiani’s Kingo, the famous Bollywood actor and secret member of the Eternals.

As shown in Marvel’sWhat If…?Season 3, episode 2, Agatha and Kingo star in the same movie directed by Howard Stark. However, the picture is simply a ruse, a means to an end to turnAgatha into one of the most powerful beings in this alternate MCU reality.To that end, here’s our breakdown ofWhat If…?Season 3, episode 2, the ending explained, and the biggest Easter eggs and references we found.

Sam and Monica in What If in front of a giant Marvel Voltron robot

Agatha’s Major Transformation And Future WIth Kingo Explained

More Movie Magic (And Preparing For More Celestials)

With Kingo serving as the last piece needed for her ritual, Howard and Jarvis turn Hollywood’s Griffith Observatory into the perfect set piece, painting its walls with the necessary runes and rites.Once she takes Kingo’s Eternal powers and energy,Agatha has everything she needs to take Tiamut’s power which turns her into a beautiful planet-sized Celestial for all the world to see, just as Arishem the Judge arrives to destroy the entire world.

What If Season 3 Cast & Character Guide

What If…? returns for its final season with an enormous cast of characters plucked from every disparate corner of the constantly expanding MCU.

Binding and destroying Arishem with a powerful mix of cosmic and magical power, Agatha saves the world from the Celestial while also absorbing his power as well. However, she now has the power she’d been seeking “all along”, having merely played the hero role to sway Kingo.That said, the true third-act twist is Kingo successfully convincing Agatha to give it up to instead embrace the magic of movie-making, a means for her to finally be loved and adored. Becoming partners, Agatha and Kingo become a major new Hollywood acting duo. However, the episode does end with a cliffhanger teasing more Celestials on their way,responding to Arishem’s defeat.

What If season 3 poster

What If…? Season 3 Episode 2’s Biggest Easter Eggs and References

Classic References To Hollywood And The Eternals

What If…?Season 3, episode 2 features a handful of fun Easter eggs and references, both to the greater MCU and to the golden age of Hollywood itself.Here are all the biggest Easter eggs and references we were able to find in the new episode:

New episodes ofWhat If…?Season 3 release daily at 3amET/12amPT on Disney+.

What If…?

Cast

What If… ? is an animated anthology series set in the Marvel Cinematic Universe which features fan-favorite characters, including Peggy Carter, T’Challa, Doctor Strange, Killmonger, Thor, and more. The new series, directed by Bryan Andrews with AC Bradley as head writer, features signature MCU action with a curious twist. The show sees Uatu the Watcher, an omnipotent being that observes the events of multiple universes from afar as they unfold, unable to interfere. However, things shift when an entity peers beyond the veil, jeopardizing the multiverse.