Why Bradley Whitford Replaced Tommy Lee Jones' Captain America Character

Warning: SPOILERS for Marvel's What If...? Episode 1: "What If... Captain Carter Were The First Avenger?"

One of Marvel's What If...? episode 1's most curious changes is substituting Colonel John Flynn (Bradley Whitford) for Colonel Chester Phillips (Tommy Lee Jones), who was the head of the Strategic Scientific Reserve in Captain America: The First Avenger. What If...? answered the question of what would happen if Agent Peggy Carter (Hayley Atwell) received the Super Soldier Serum instead of Steve Rogers (Josh Keaton) and here's why Captain Carter ended up answering to Col. Flynn instead of Phillips.

Colonel John Flynn isn't a new character to the Marvel Cinematic Universe, although it's understandable if he's largely unknown to most fans. Bradley Whitford first played Agent Flynn in Marvel One-Shot: Agent Carter, which was included in Iron Man 3's home video release in 2013. The positive response to the short film led to ABC greenlighting Agent Carter. Marvel One-Shot: Agent Carter also established Flynn and Peggy's rivalry. In the short, Carter worked for Flynn at the SSR; he undermines and never chooses the capable British agent for missions as the head of the agency. Flynn is later humiliated when he gets his orders from Howard Stark (Dominic Cooper) that Peggy will run S.H.I.E.L.D. Agent Carter further elaborated on Peggy's story but the MCU may be ignoring the events of her ABC series.

Originally, Marvel hoped Tommy Lee Jones would return as Col. Phillips in Marvel One-Shot: Agent Carter but when they couldn't secure him, Flynn was created to be more of a foil for Peggy. It made sense to bring back Flynn in Captain Carter's chapter of What If...? and for Bradley Whitford to voice his character. This would then introduce John to a wider audience on Disney+ since Marvel One-Shot: Agent Carter was relatively little-seen. Narratively speaking, Flynn is also a smarter choice to be Captain Carter's chief obstructionist. In What If...?, the self-promoting and sexist Flynn is a more logical and effective antagonist for Peggy since they have a "history," although Marvel One-Shot: Agent Carter happens after 1942 and in an alternate branch of the MCU Multiverse.

Col. Phillips does make a brief appearance, in a non-speaking role, in "What If... Captain Carter Were The First Avenger?", Phillips is present at Project Rebirth and he's standing to the left of Peggy on the floor of the experiment. When the Hydra saboteur attacks the facility to kill Dr. Abraham Erskine (Stanley Tucci), Chester leaps in front of Carter and gets shot. Col. Phillips is presumably killed and John Flynn steps up to warn Peggy not to take the Super Soldier Serum instead of Rogers. Regardless of who became America's first Super Soldier, Peggy Carter or Steve Rogers, What If...? firmly establishes Project Rebirth to take place in June 1942.

The character switch is effective because in Captain America: The First Avenger, Col. Phillips was hard-nosed and pragmatic but he respected Carter and had no qualms working alongside her. In contrast, Flynn looks down his nose as Peggy even after she becomes a Super Soldier because of her gender. Later, the smarmy Flynn he tries to take credit for Captain Carter's success until Peggy pluts Flynn in his place and reminds the Colonel that he's "lucky to be in the room."

Without Col. Phillips in the story, another big change What If...? makes is that it's Peggy who successfully interrogates Dr. Arnim Zola (Toby Jones) after he's captured by the SSR. In Captain America: The First Avenger, Phillips offers Zola a steak dinner to put the Hydra scientist at ease. Tommy Lee Jones' best scene as Col. Phillips, Chester proceeds to eat the steak himself when questioning Zola after the villain told him he doesn't eat meat. No doubt, Col. Flynn wouldn't have gotten much out of Zola if he led the interrogation but it's great to see Bradley Whitford's John Flynn return to the MCU in Marvel's What If...?, even though Tommy Lee Jones was definitely missed.

Next: Where What If...? Episode 1 Fits Into The MCU Timeline

Marvel's What If...? streams Wednesdays on Disney+.