It’s Marvel’s version of the Frankenstein story:  a man creates a being that would protect the world, then it betrays him and becomes a nearly-unstoppable threat.
Nearly.
What if the monster won?

This week, the Watcher can’t watch anymore. He’s now involved in trying to stop Ultimate Ultron from destroying all universes. Two Avengers will also try, and a piece of code from a previous movie.
It starts out as a rout, but the story slowly shows that there is always hope…even if you have to change what you are.

SPOILERS BELOW

It starts with Hawkeye (Jeremy Renner) and Black Widow (Lake Bell) being chased by Ultron’s sentry guards. They take the guards down, and it’s revealed they’re in Russia. They’re hoping some KGB files can help them take down Ultron (Ross Marquand)
Meanwhile, the Watcher (Jeremy Wright) explains that in this universe Ultron has merged with the Vision to become Ultimate Ultron. He destroys the world through nuclear weapons, but then Thanos shows up. We expect a major battle that will wreck the solar system.
No such luck. It’s shocking how quickly Thanos was killed, even if it shows the true power of Ultron.

Ultron demolishes the rest of the universe with some help from the Infinity Stones. Not even Captain Marvel can defeat him, and she gave Thor quite a fight last week.

Ultron is triumphant, but wonders what to do next. Meanwhile, the Watcher is busy narrating…then realizes Ultron can hear him.
This changes everything. The Watcher is no longer a guide for us. He is involved, yet he swore never to interfere. Now that Ultron knows about other multi-verses he can destroy, that oath is no longer relevant.

Yet he is trying to help Black Widow and Hawkeye without letting them know he’s doing it. He wants them to look at a file that says “Armin Zola”. They do find it, not before she finds Red Guardian’s shield.
They learn that the computerized version of Zola (similar to the version in Winter Soldier) can help them develop a virus that will kill Ultron. Zola is amused they need his help, unless he threatened with being suddenly shorted out by a wet laptop. Zola (Toby Jones), of course, would be the virus. They managed to download him into an Ultron drone in time, but he’s not able to connect with Ultron’s Hive Mind.
Hawkeye also sacrifices himself to save Black Widow, and how this happens may remind people from a tragic scene from Endgame.

That’s because Ultron is in the Watcher’s dimension, in between the millions of universes he watches. They get in a major fight that literally crashes through multiverses. Ultron mocks the Watcher for just doing nothing (which is his job) while millions of universes are in chaos. At one point, the Watcher increases his power to show his full strength. It’s still not enough to stop Ultron, and he almost dies.

The Watcher winds up in a dark multi-verse, totally at a loss on how to beat Ultron. Then someone arrives…someone who has also heard the Watcher’s voice.

It’s very interesting the Watcher winds up in the universe that Strange Supreme destroyed. After all, the Watcher once commented Strange Supreme was destroying his world to change the past, but couldn’t tell him to stop. Strange Supreme even asked the Watcher for help.
Now the tables have turned, and the Watcher wants Strange’s help. That’s an excellent move.

So, what now?
The Watcher and Strange Supreme will recruit heroes from all the universes to stop Ultron. This means the return of familiar faces, and maybe some new ones. They also have to find the Zola Virus and Black Widow. That’s the real solution to the Ultron problem…maybe.

This week’s cast only has a few people from the original casts. Once again, Lake Bell is a fine Black Widow, but Ross Marquand as Ultron doesn’t quite work. The voice acting is fine, but people are too used to James Spader as Ultron. Jones recreates Zola very well, especially in his computerized form.

This version of What If does what the Shang Chi movie did:  took the original source and made it something else. In the What If comics, the Watcher looked at one scenario that stayed in its own universe. Here, it found one scenario (Ultron triumphant) and made it a threat to everything. It forced the Watcher to act, and show he can be a formidable foe. That doesn’t mean he’ll interfere more often, but he would if he was also threatened. It’s not likely to happen in next year’s episodes, but it’s something to consider.

The season finale of What If airs October sixth on Disney Plus, followed by  a behind-the-scenes special on the 27th.