What If...? season 3 episode 5 ending explained: Is the Watcher in danger for helping Riri Williams?

A still from What If...? season 3 episode 5 (Image via Marvel Entertainment / YouTube)
A still from What If...? season 3 episode 5 (Image via Marvel Entertainment / YouTube)

Marvel Entertainment's What If...? season 3 episode 5 aired via Disney+ on December 26, 2024. The segment, "What If... the Emergence Destroyed the Earth?", explored the alternate storyline of a near-apocalyptic scenario where the Emergence, or the birth of a Celestial, fragmented planet Earth.

Disclaimer: This article contains spoilers for What If...? season 3 episode 5.

The episode ended with the Watcher helping Ironheart, Riri Willaims, regain her hope and defeat her arch-enemy, Mysterio. Even as Riri dismantled the illusions around her and rose as an icon of hope, the Watcher's position became more precarious.

The Watcher's only purpose in the universe is to watch the various timelines, not interfere. However, by helping Riri, he broke his oath. This was seen by the entities governing him: The Eminence, the Incarnate, and the Executioner. Though they just decided to keep a closer watch on their underling, their ominous tone indicated that they would be ready to take the Watcher away from his position if more things were to go wrong, putting the Watcher in acute danger.


What happened to Earth after the Emergence at the beginning of What If...? season 3 episode 5?

A still from What If...? season 3 episode 5 (Image via Marvel Entertainment / YouTube)
A still from What If...? season 3 episode 5 (Image via Marvel Entertainment / YouTube)

What If...? season 3 episode 5 focused on an alternate timeline with a post-apocalyptic Earth, where an Emergence happened before the Eternals could stop it. The birth of a Celestial from the planet's core destroyed the Earth from inside out, leaving very few survivors.

Taking advantage of this, Quentin Beck or Mysterio took over Stark Industries and became the de-facto leader of the world. He established the Iron Federation, an army of robot drones that could monitor the world around him. Many of these were also created as illusions, Mysterio's specialty. Still, many people fought back against this regime, including Ironheart Riri Williams.

A still of Riri Williams from What If...? season 3 episode 5 (Image via Marvel Entertainment / YouTube)
A still of Riri Williams from What If...? season 3 episode 5 (Image via Marvel Entertainment / YouTube)

After providing this context to the scene, the episode starts with Riri meeting Sharon Carter, the Power Broker, for a weaponry exchange. However, this was also the first betrayal she faced since Sharon informed the Iron Federation drones about Riri's whereabouts. While trying to outrun the Iron Federation, Riri encountered their leader: The White Vision.

The Alliance saved Riri before she could fall prey to Vision. The Alliance revealed that they were a resistance movement in the apocalyptic world after the Emergence. It comprised Admiral Ying Nan, Wong, Okoye, Valkyrie, and a few other resistance members in their team.

Also read: What If...? season 3 episode 4 ending explained: Who is the child of Darcy and Howard the Duck?


What was the Alliance's plan to destroy Vision and Mysterio?

A still of the Alliance leaders from What If...? season 3 episode 5 (Image via Marvel Entertainment / YouTube)
A still of the Alliance leaders from What If...? season 3 episode 5 (Image via Marvel Entertainment / YouTube)

After meeting the Alliance members and reaching the laboratory at their secure base, Riri revealed that she was working on a weapon that could take down the Vision. In turn, the Alliance revealed that it was one of the reasons they saved her and that they needed her to build the weapon as soon as possible.

Riri explained that the weapon would decouple the charges on the Vision's vibranium body, resulting in a complete system shutdown. However, as Riri built the weapon, Vision attacked the Alliance base and broke through Won's Vishanti protection spell on the rooms. He killed all the recruits and battled the main generals. Before he could destroy the lab or attack Riri, she managed to finish the weapon and fire at him, taking him down.

A still of the White Vision from What If...? season 3 episode 5 (Image via Marvel Entertainment / YouTube)
A still of the White Vision from What If...? season 3 episode 5 (Image via Marvel Entertainment / YouTube)

After taking down the Vision, Riri revealed that the synthezoid was a key in her plan to defeat Mysterio. She wanted to fuse the vibranium with her armor and body, essentially becoming a human synthezoid herself. She would use Vision's powers to try and identify Mysterio's nanites, or the basic units he used to create and control his illusions. By destroying the nanites and their source, Riri would cripple Mysterio's power.

Ying Nan and Wong warned her that doing this would have irreversible consequences, but Riri was determined. She fused herself with the Vision armor, and the team prepared to leave their base for good as they headed to Mystrio's lair.

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


What happened in the battle between Riri and Mysterio?

A still of Riri Williams from What If...? season 3 episode 5 (Image via Marvel Entertainment / YouTube)
A still of Riri Williams from What If...? season 3 episode 5 (Image via Marvel Entertainment / YouTube)

In the battle between Riri and Mysterio, the first hindrance was the Iron Federation. Initially, Riri took down many of them by identifying which were real and which were illusions. However, one of her Vision systems shut down in the middle of the fight, interfering with her ability to tell the difference between the illusions.

Even as the Alliance ship crashed, Ying Nan led Riri to the place where Mysterio stored his nanites. But, when Riri tried to take them down, the whole place melted away to reveal Mysterio himself, old and worn with age. He finally revealed that there was no physical nanite network, rather, they were fused into his body. To destroy the illusions, Riri would have to kill Mysterio.

A still of Mysterio from What If...? season 3 episode 5 (Image via Marvel Entertainment / YouTube)
A still of Mysterio from What If...? season 3 episode 5 (Image via Marvel Entertainment / YouTube)

After this stunning revelation, Mysterio made his last move. He revealed that Riri hadn't even left the site of the Alliance ship crash at all. Riri realized that Okoye, Wong, Valkyrie, and Ying Nan were all dead before her eyes. The last of her hope dwindled and left her as Mysterio launched his own attack against her.

Just as Riri was ready to give up and succumb, she heard a voice asking her to fight. This was the Watcher's voice, spurring her on and giving her inspiration. With a beacon of hope, Riri stood up on her feet again and used the Vision suit to reabsorb the nanites from Mysterio's body into her own. This resulted in Mysterio's death, and Riri became a symbol of hope and unity for the remaining residents of the post-apocalyptic world.

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


What happened to the Watcher in What If...? season 3 episode 5?

A still of the Watcher from What If...? season 3 episode 5 (Image via Marvel Entertainment / YouTube)
A still of the Watcher from What If...? season 3 episode 5 (Image via Marvel Entertainment / YouTube)

Throughout the episode, the Watcher narrated the events to the audience as a tragedy. He revealed that, in every variation of this universe he had watched, Riri Williams was destined to fail and die at Mysterio's hand. When Mysterio revealed that Riri had been the target of an illusion, the Watcher was ready to leave, disheartened that yet another timeline would end this way.

However, at the last moment, an impulse took over and the Watcher broke one of the cardinal rules of his post: he stopped simply watching and interfered in the events instead. He used his voice to encourage Riri and change the outcome of her life. This was seen by the entities presiding over the Watcher: The Eminence, the Incarnate, and the Executioner. In an ominous ending to the episode, they decided they would need to maintain a closer watch on the Watcher himself.

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 5 streaming now on Disney+ and its associated regional platforms. The next episode of the season shall be released on December 27, 2024.

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Edited by Bharath S
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