What If...? season 3 episode 3 ending explained: Did the Red Guardian and the Winter Soldier escape from the Red Room?

The Winter Soldier and the Red Guardian in a still from What If...? season 3 episode 3 (Image via Marvel Entertainment / YouTube)
The Winter Soldier and the Red Guardian in a still from What If...? season 3 episode 3 (Image via Marvel Entertainment/ YouTube)

Marvel Entertainment's What If...? season 3 episode 3 aired via Disney+ on December 24, 2024. The segment, What If... the Red Guardian Stopped the Winter Soldier?, explored the alternate storyline of the Russian supersoldier Alexei Shostakov in a faceoff with Bucky Barnes, the Winter Soldier.

Disclaimer: This article contains spoilers for What If...? season 3 episode 3.

The episode branched off from the Red Guardian preventing the assassination of Howard and Maria Stark, interrupting the Winter Soldier's mission. This resulted in an unlikely friendship between the two, but also involved them opposing the manipulative Red Room and its orders for them.

At the end of the storyline, the Red Guardian and the Winter Soldier made it out of danger alive, but it came at the cost of their friendship. Bucky was recaptured by Dreykov's spies and taken back to the Red Room to be brainwashed and cryo-frozen once more. However, Alexei made it to America and was recruited as an agent of S.H.I.E.L.D., eventually even joining the Avengers.


What event began the alternate storyline in What If...? season 3 episode 3?

The Winter Soldier and the Red Guardian in a still from What If...? season 3 episode 3 (Image via Marvel Entertainment/ YouTube)
The Winter Soldier and the Red Guardian in a still from What If...? season 3 episode 3 (Image via Marvel Entertainment/ YouTube)

The storyline in What If...? season 3 episode 3 began when the Red Guardian Alexei Shostakov was assigned on an undercover mission to Ohio, sent by the leader of the Red Room, Dreykov. The Winter Soldier was also awoken by the Red Room for the mission, programmed to obey orders.

On December 16, 1991, the Winter Soldier was meant to steal a supersoldier serum and leave no witnesses. This would become the foundation for the battle shown in Captain America: Civil War. However, in this alternate storyline, the Red Guardian stopped the Winter Soldier from assassinating Howard and Maria Stark after the car crash.

Also read: What If...? season 3 - Release date, trailer, cast, and everything we know so far


What happened after the car crash and the mission failure?

The Winter Soldier and the Red Guardian in a still from What If...? season 3 episode 3 (Image via Marvel Entertainment/ YouTube)
The Winter Soldier and the Red Guardian in a still from What If...? season 3 episode 3 (Image via Marvel Entertainment/ YouTube)

Alexei argued with the Winter Soldier that his mission was only to steal the serum, while Bucky insisted that he must leave no witnesses. The two began to fight each other over this but were forced to flee the police and task force agents before they could conclude their fight.

Bucky only managed to retrieve one bag of serum instead of the assigned three, and so the Red Room refused to extract the two supersoldiers from the mission.

Alexei and Bucky decided to go to Las Vegas to contact a high-profile Red Room informant named the Rook, so that he could arrange for safe passage back to Russia.

They stole a car and took off, but were pursued by federal agents. Park ranger Morales and S.H.I.E.L.D.'s Bill Foster— a contemporary of Hank Pym— led the team in pursuit.

Bill Foster in a still from What If...? season 3 episode 3 (Image via Marvel Entertainment/ YouTube)
Bill Foster in a still from What If...? season 3 episode 3 (Image via Marvel Entertainment/ YouTube)

Alexei and Bucky were stopped in their car at a S.H.I.E.L.D. checkpoint where they tipped off Bill Foster. It was then revealed that Foster possessed a suit similar to Ant-Man's, named Goliath. Alexei and Bucky managed to shake Goliath off and temporarily take shelter at a closed vet clinic.

The two shared a moment of brief bonding, as Alexei recalled his past and told Bucky how he felt like he was contributing to something by fighting for Russia. This conversation triggered a memory from Bucky's past, where he remembered being in Coney Island through the haze of his Winter Soldier memory fog.

Unfortunately, the moment did not last long, since Dreykov soon privately called Bucky and tasked him with eliminating the Red Guardian as part of his Winter Soldier orders.

Also read: What If...? season 3 episode 2 ending explained: Did Agatha turn against the Eternals?


What happened in Vegas? Did Alexei and Bucky make it out of their peril alive?

Obadiah Stane as the Rook in a still from What If...? season 3 episode 3 (Image via Marvel Entertainment/ YouTube)
Obadiah Stane as the Rook in a still from What If...? season 3 episode 3 (Image via Marvel Entertainment/ YouTube)

In Vegas, Alexei and Bucky made it to the Rook, who turned out to be a younger Obadiah Stane. The Rook informed them that he had traded sensitive intelligence about the Starks to the Red Room, hoping for their deaths. But, due to the Winter Soldier not assassinating them, Stane was not bound to help the two soldiers out of the country and back home.

Obadiah then gave them a speech about how money should be their primary focus, not what their comrades at the Red Room would do. This broke Bucky free from his brainwashing as the Winter Soldier, realizing that the Red Room was just using him as a pawn, ready to be sacrificed. This made him attack and kill the Rook and plan an escape with Alexei.

The Winter Soldier in a still from What If...? season 3 episode 3 (Image via Marvel Entertainment/ YouTube)
The Winter Soldier in a still from What If...? season 3 episode 3 (Image via Marvel Entertainment/ YouTube)

However, too many forces were working against the supersoldiers by this time. The Vegas police arrived at the scene, accompanied by Bill Foster and Ranger Morales. The Red Room also deployed an extermination team of their own, who cornered Alexei and Bucky in an old warehouse.

As the Red Room prepared to reactivate the Winter Soldier codes in Bucky's mind, Alexei and Bucky realized that their journey over the past few days had made them better friends, especially after Bucky revealed his decision to ignore Dreykov's orders and not assassinate his friend. They decided to fight together and try to go out in a blaze of glory.

A still from What If...? season 3 episode 3 (Image via Marvel Entertainment/ YouTube)
A still from What If...? season 3 episode 3 (Image via Marvel Entertainment/ YouTube)

Bucky fought the keywords conditioning his brain and launched an attack on the Red Room team with Alexei. However, the episode ended with a bittersweet final scene. Bucky was taken back as hostage to the Red Room. Though he refused to reveal Alexei's whereabouts, Bucky was still re-conditioned as the Winter Soldier and put back into a cryogenically-induced sleep.

On the other hand, Alexei remained in America and was taken in by S.H.I.E.L.D. Initially, he adopted the alter ego of Bob Toledo, a physical education coach. However, he soon joined S.H.I.E.L.D. as their newest supersoldier. The episode ended with the iconic frame of the 2012 Avengers film with all the original heroes, except Alexei joined them as the Red Guardian, an official American hero.

Also read: What If...? season 3 premiere ending explained: What did Bruce Banner do to defeat the Apex-Hulk?


Audiences can watch What If...? season 3 episode 3 streaming now on Disney+ and its associated regional platforms. The next episode of the season shall be released on December 25, 2024.

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Edited by Ahana Mukhopadhyay
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