Who'd Be On Captain Marvel’s Replacement Avengers (& How Powerful They'd Be)

Warning: Spoilers for Marvel's What If...? episode 3, "What If...The World Lost Its Mightiest Heroes?"

Which MCU characters would become the original members of the Avengers in the universe of Marvel's What If...? now that the initial Avengers are dead? The alternate reality presented in What If...? episode 3 may be one of the most dreadful situations that could happen in the MCU. Hank Pym's successful murder of all the original superheroes targeted for the Avengers Initiative destabilizes the whole course of the franchise as not only does it make the world vulnerable to the threat of villains like Loki and Thanos but it also deprives the universe of key players in other major events.

While the Avengers' set of special abilities was a big part of the reason why Nick Fury recruited them, their potential to save the world by improving themselves as individuals was even more important. For instance, it wasn't really Tony Stark's arsenal of Iron Man Mark armors that defeated Thanos in Avengers: Endgame, but the selflessness he developed through years of being around other heroes. Similarly, Thor learned to be a humble hero instead of a king, Black Widow learned to make amends with her dark past, and Bruce Banner learned to accept the Hulk as part of himself — all of which resulted in their victory over Thanos.

Just like T'Challa's Star-Lord in What If...? episode 3 turned both Thanos into a hero and both Ego and the Collector into the eventual conquerors of the universe, the MCU would have avoided many victories and many tragedies without the presence of the original Avengers. For instance, Tony Stark and Bruce Banner wouldn't have created Ultron and destroyed Sokovia (possibly preventing Baron Zemo from becoming a villain), but Vision wouldn't have been born. Other massive changes in the future are difficult to predict, but one thing is for certain: the Avengers would eventually be formed, albeit with different members. Here's who these alternate Avengers could be.

Captain Marvel

The ending of What If...? episode 3 confirms that Carol Danvers would always respond to Nick Fury's call. Her determination to help Earth at any time means she would become a founding member of the Avengers to fight Loki if it were completely necessary. Whatever missions Captain Marvel completed between the events of her solo movie and her appearance in Avengers: Endgame would happen without her, which bring consequences that could range from insignificant to downright catastrophic for the whole universe.

It's likely that Carol Danvers' future MCU appearances will shed some light on her life between 1995 and 2023, and depending on that information, one could conclude exactly how her status as an original Avenger would affect the course of the MCU. Whatever the case, Captain Marvel's sheer power would definitely be a huge relief for Nick Fury if the Avengers are eliminated. Perhaps she could punch her way to victory and beat many of the MCU's most dangerous villains before they become a real threat.

Captain America

What If...? episode 3 also reveals that the discovery of Captain America's frozen body would remain unaffected due to the coincidental nature of his reappearance. As Steve Rogers wasn't in Nick Fury's original plans for the Avengers, he couldn't be targeted by someone like What If...?'s evil Hank Pym, and the original Avengers would probably be able to keep him as their best leader. Captain America's presence in this alternate scenario also ensures that Hydra's infiltration of SHIELD is discovered, that Bucky breaks out of his Winter Soldier brainwashing, and that Sam Wilson takes up the Falcon wings. Steve Rogers would likely keep Captain Marvel's ego in check the same way he did with Tony Stark and he would be as powerful as he is in the main timeline. Besides, he could be the only character able to lift Mjolnir as soon as he wakes up.

Abomination

The death of Bruce Banner and the Hulk in What If...? episode 3 results in more volatile alternatives. As revealed by the Marvel One-Shot "The Consultant" and Iron Man 2, the World Security Council didn't want Hulk or Tony Stark as members of the Avengers as they were considered too unreliable. Instead, Abomination was seen as a more compliant soldier. Thankfully, Stark managed to get Bruce Banner and himself on the team. But with the Hulk gone and no Tony Stark to keep Abomination from being considered, the ruthless Emil Blonsky would likely become the muscle of the team.

The Incredible Hulk showed how Emil Blonsky's thirst for power made him an even more uncontrollable beast than the Hulk, which was only worsened by Abomination's higher level of intelligence and strength right from the moment of his transformation. Abomination may not hesitate to betray the Avengers or kill one of his colleagues on a whim. Hence, the Avengers' first mission could shift from protecting the world to trying to keep Blonsky from unleashing more chaos.

War Machine

By the time Iron Man dies in What If...? episode 3, Colonel James Rhodes already has tested the Iron Man Mark II armor. However, Rhodey probably wouldn't have survived the battle against Whiplash by himself, as Tony Stark played a crucial role in recovering the War Machine armor after it was hacked by Ivan Vanko, and the villain was only defeated when Iron Man and War Machine joined forces to stop him.

If War Machine survives the events of Iron Man 2 in this timeline, he would be the perfect alternative to Tony Stark's Iron Man. Rhodey is naturally dexterous with the War Machine suit due to his military training. But if Stark doesn't provide his friend with enough resources before he dies, Rhodey wouldn't be able to upgrade or even maintain his War Machine armor. He probably would need to wait until T'Challa reveals Wakanda to the world (if he ever does) and collaborate with both Black Panther and Shuri to create armor even more powerful than any of those Tony Stark ever used.

Yelena Belova

Natasha Romanoff's death in What If...? episode 3 would leave the Avengers without its connective tissue. Natasha was key in convincing Tony Stark, Bruce Banner, Clint Barton, and Thor to stay together and succeed on each of their missions. Although Black Widow revealed that the world has been populated with dozens of Black Widows for years, none of those agents have the skills, the mentality, or the freedom necessary to be an Avenger under Nick Fury like Black Widow. The only exception would be Yelena Belova, who can leave the Red Room in the past to become a hero of her own. The downside is that this crucial step in Yelena's character arc is motivated by Natasha only during the events of Black Widow. Although unlikely, the early death of Natasha could push Yelena to step out of the shadows and seek Nick Fury to join his team and avenge Natasha.

Loki, Sif, or the Warriors Three

Thor's death in What If...? episode 3 brings Loki's invasion sooner than expected. Fortunately for Earth, Nick Fury is able to team up with Loki for a very brief time to defeat Hank Pym together. However, Loki chooses to stay on Earth and declare himself its ruler. Of course, Nick Fury and Captain Marvel's next mission is to assemble a new team of Avengers and defeat Loki, but afterward, the God of Mischief could realize that his plans of conquest would be squashed by threats like Thanos, Ego, and Dormammu. Loki could then find himself forced to side with the Avengers.

Since this version of Loki hasn't gone through all of the events of Thor — let alone The Avengers — it's unlikely that he would go through a similar character arc as his 2012 variant from the Loki Disney+ series. With Loki potentially a full-fledged villain, Nick Fury and Carol Danvers might resort to seeking help from Lady Sif and the Warriors Three to oppose Loki's reign and perhaps support Earth every once in a while afterward. What's for certain is that no Asgardian other than Odin can replace Thor when it comes to power, and the All-Father is unlikely to interfere on Earth at this point in the timeline.

Falcon and the Winter Soldier

Sam and Bucky in Falcon and Winter Soldier finale

The presence of Steve Rogers in the universe of What If...? episode 3 suggests that both Falcon and the Winter Soldier will go through a very similar journey as the ones they experience in the MCU's main timeline. There's also the possibility that Hydra would send the Winter Soldier to fight Loki in order to keep their power over SHIELD, and Captain America could break Bucky out of Hydra's control sooner as a result. Around the same time, Cap could meet Sam Wilson and encourage him to wear the wings and join the Avengers, thus recruiting two invaluable heroes to the Avengers' roster when the world most needs them. Alternatively, the events of What If...? episode 3 could result in a more harrowing butterfly effect and prevent Sam and Bucky from joining Steve altogether.

Nick Fury

In every universe where Nick Fury survives, the Avengers Initiative has a chance of surviving with him. As Fury says at the end of What If...? episode 3, "I believe that in this universe as in any other, hope never dies as long as someone keeps their good eye on the bigger picture." With Captain Marvel, Captain America, and Agent Coulson by his side, Nick Fury will inevitably form the best team he can stand his ground against any villains that may threaten Earth. Whether he succeeds or not in every universe is a different discussion.

Other Avengers

Black Panther, Doctor Strange, and Spider-Man in What If

Although the original Avengers are crucial for the development of other characters who join the team later down the line, some MCU heroes can still experience their superhero origin stories like they do in the main timeline. Loki's early invasion of Earth would definitely push Wakanda to intervene, but without T'Chaka's death, T'Challa would probably remain a prince while his father retains the mantle of the Black Panther. Heroes like Doctor Strange, Spider-Man, and the Guardians of the Galaxy would lack the vital experience they gain with the Avengers in the main timeline, but they would eventually become full-fledged superheroes — if Loki or Thanos don't destroy Earth before that happens, that is.

Others would not be so lucky, as without the Mind Stone changing hands, Scarlet Witch and Quicksilver wouldn't have their dormant abilities awakened and Vision wouldn't have been created. With Hank Pym as a villain and with Hope van Dyne dead, there also would be no Ant-Man, Wasp, or Cassie Lang. All in all, the universe of Marvel's What If...? episode 3 has smaller chances to succeed than the main MCU, but it definitely has a strong lineup of potential Avengers.

More: What If…? Episode 3 Cast Guide: Every New & Returning MCU Character

What If...? episodes release every Wednesday on Disney+.