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

Warning: This post contains spoilers for Marvel's What If...? episode 3

Once more, Marvel's What If...? episode 3 offers the opportunity to see a host of returning MCU characters in an elseworlds story set-up. This time, the nexus event is the death of Hope Van Dyne and the retribution doled out by her father, Hank Pym, twisted in his grief to become Yellowjacket. And as ever, the episode includes both returning MCU actors and replacements for those who couldn't appear.

Having seen the multiverse opened as part of Loki's ending - and the promise of more shenanigans by the first Spider-Man: No Way Home trailer - episode 3 of What If...? explores a question almost impossible to imagine in light of the MCU's success: what if the world was robbed of the Avengers? Naturally, that means top-billed characters Iron Man, Thor, Hulk, Loki, Black Widow, Nick Fury, and Hawkeye all return. They just might not all sound the same as fans will be accustomed to.

The episode is light on brand new characters - somewhat unsurprisingly - but there are a couple of quite surprising returns. And there are a lot of names to throw in, including replacement voice actors for no less than three original Avengers team members. Here's who plays every MCU character in What If...? episode 3.

Every New & Replacement MCU Actor In What If...? Episode 3

Lake Bell - Black Widow/Natasha Romanoff

While Scarlett Johansson's court case against Disney came at a time that would suggest her MCU return in What If...? was halted as part of it, she was replaced as Black Widow for the animation well before word arrived of the conflict. Impressively, stand-in Lake Bell is so good as Natasha that it's almost impossible to realize it's not Johansson. Actress and comedian Bell has recently appeared in Wet Hot American Summer: Ten Years Later and Spider-Man: Into the Spider-Verse, as well as voicing Poison Ivy in Harley Quinn.

Mike Wingert - Tony Stark/Iron Man

Having seen his backstory mangled in episode one of What If...?, Tony Stark himself appears in the third episode, showing off his cocksure early MCU swagger in the days around the Avengers' formation. But rather than being voiced by Robert Downey Jr, Iron Man's voice belongs to vocal performer Mike Wingert. As well as replacing Jack Black as Po in Kung Fu Panda's TV spinoff, Wingert has played Tony Stark in anime Marvel Future Avengers, Lego Marvel Super Heroes: Avengers Reassembled and a host of Marvel animated shows including Guardians of the Galaxy, Avengers Assemble, and Marvel Rising: Heart of Iron.

Stephanie Panisello - Betty Ross

After being unceremoniously dropped out of the MCU after The Incredible Hulk, Betty Ross makes her belated return to the franchise, this time played not by Liv Tyler or even Jennifer Connolly (who played the character in Ang Lee's divisive Hulk) but by Stephanie Panisello. Panisello has a number of voice roles to her name, most recently and notably playing Claire Redfield in Resident Evil: Infinite Darkness.

Mike McGill - General Thaddeus Ross

Despite William Hurt's return in Black Widow alongside Scarlett Johansson, he does not voice General Thunderbolt Ross in What If...? episode 3. The honor goes to veteran supporting star Mike McGill, who had a role in Grey's Anatomy recently and also appeared in a repeat role in Shameless as Tommy.

Alexandra Daniels - Captain Marvel

Though she only appears briefly at the end of the episode at the behest of Nick Fury's intergalactic pager, Captain Marvel does get a speaking role. But rather than being played by Brie Larson, she's voiced this time by Alexandra Daniels, who appeared in Mothers and Daughters in 2016 opposite Selma Blair and Courtney Cox.

Every Returning MCU Actor In What If...? Episode 3

Samuel L Jackson - Nick Fury

Once more, veteran MCU star and Phase 4 founding stone Samuel L Jackson returns as Nick Fury. That much is hardly surprising given the story focuses on the early days of the Avengers. Next up in the MCU, Jackson will return as Fury in Disney+ show Secret Invasion and has Matthew Vaughn's Argylle on his plate next.

Prior to his appearance in Disney+'s She-Hulk and at least one more secret MCU project, Mark Rufflo again plays the Hulk and Bruce Banner. Strictly speaking, he counts as a replacement, as the Hulk voice actor in The Avengers and Age of Ultron was actually Louis Ferrigno. On top of his MCU work, Ruffalo has The Adam Project, Yorgos Lanthimos' Poor Things, and Newsflash, a biographical take on CBS' news report in the aftermath of JFK's assassination.

Jeremy Renner - Hawkeye/Clint Barton

Having already played Clint Barton in What If...?'s Captain Carter episode, Jeremy Renner is back as Hawkeye for episode 3. In future, of course, he will reprise the role again in his own Disney+ show, as well as staring in the Spawn reboot beyond that.

Clark Gregg - Agent Phil Coulson

A split image of Agent Coulson on the phone in Marvel's What If...? and in The Avengers.

Though his long-running key role in Agents of SHIELD, Clark Gregg hasn't followed up Phil Coulson's death in The Avengers with another modern era MCU appearance. He did reprise his role in Captain Marvel and could once more appear in Captain Marvel 2 depending on the time setting (though it seems it will likely follow Endgame). Elsewhere, Gregg has biopic Being the Ricardos to come alongside Nicole Kidman and Javier Bardem.

Michael Douglas - Hank Pym/Yellowjacket

Hank Pym Michael Douglas Yellowjacket Ant-Man What if

In What If...? episode 3's most radical change, Michael Douglas returns as Hank Pym, but an alternate dimension version who was twisted by the death of his daughter Hope on a SHIELD mission. Instead of becoming Ant-Man, Pym became Yellowjacket - as he eventually did in the comics. Douglas will reprise his role as Pym in Ant-Man & The Wasp: Quantumania, and is also set to play Ronald Reagan in TV mini-series Reagan & Gorbachev.

Tom Hiddleston - Loki

Having returned to the MCU after his Endgame death in Loki already, Tom Hiddleston makes his second Phase 4 appearance, taking up the throne of Asgard in the wake of Thor's death. Hiddleston will reprise the role once more in Loki season 2, has The Essex Serpent on his card and is also rumored to appear in Doctor Strange in the Multiverse of Madness.

Frank Grillo - Brock Rumlow

Frank Grillo Crossbones Brock Rumlow What if

Brock Rumlow - otherwise known as Crossbones - returns for a very brief appearance, played by The Purge star Frank Grillo, reprising his role after Captain America: The Winter Soldier, Civil War, and Avengers: Endgame. Grillo is a busy man, with one of the most stacked upcoming schedules of any MCU actor. He has Copshop opposite Gerard Butler and The Gateway with Shea Whigham and Olivia Wilde coming soon, as well as no fewer than nine other movies in the next couple of years.

Lady Sif - Jaimie Alexander

Despite sitting out Thor: Ragnarok and Endgame, despite the destruction of her people and Asgard's relocation to Earth, Jaimie Alexander's Lady Sif reappears in Phase 4 for a second time after Loki. More excitingly, Alexander gets her third Phase 4 appearance in Thor: Love & Thunder, and will also star opposite Gerard Butler in Chase.

Jeffrey Wright - The Watcher

Once more, Jeffrey Wright plays The Watcher in What If...? episode 3, his narration bookending the episode. His next superhero roles will see him in both The Batman and Batman: The Audio Adventures in which he'll play James Gordon and Bruce Wayne respectively.

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