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"What If... Ultron Won?"
What If...? episode
Promotional poster
Episode no.Season 1
Episode 8
Directed byBryan Andrews
Written byMatthew Chauncey
Editing by
  • Graham Fisher
  • Joel Fisher
Original release dateSeptember 29, 2021 (2021-09-29)
Running time30 minutes
Cast
Episode chronology
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"What If... the Watcher Broke His Oath?"
What If...? season 1
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"What If... Ultron Won?" is the eighth episode of the American animated television series What If...?, based on the Marvel Comics series of the same name. It explores what would happen if the events of the Marvel Cinematic Universe (MCU) film Avengers: Age of Ultron (2015) occurred differently, with Ultron using the Infinity Stones to eliminate all life in the universe after successfully transferring his consciousness into Vision's body. It also serves to set up the first season's finale, as Ultron finds a way to traverse to other universes (established in the previous episodes), threatening the balance of the multiverse. The episode was written by story editor Matthew Chauncey and directed by Bryan Andrews.

Jeffrey Wright narrates the series as the Watcher, with this episode also starring the voices of Jeremy Renner, Lake Bell, Toby Jones, Ross Marquand (Ultron), Josh Keaton, Mick Wingert, Alexandra Daniels, and Benedict Cumberbatch. The series began development by September 2018, with Andrews joining soon after, and many actors expected to reprise their roles from the MCU films. Animation for the episode was provided by Flying Bark Productions, Squeeze, and Stellar Creative Lab, with Stephan Franck serving as head of animation.

"What If... Ultron Won?" was released on Disney+ on September 29, 2021. Critics praised the episode for its visuals, action, high-stakes storyline, and the vocal performances of Wright, Renner and Bell, but criticized certain aspects of the story.

Plot

[edit]

Tony Stark creates the "Ultron" global defense program to keep the Earth safe and establish world peace. However, Ultron goes rogue and concludes that Earth requires evolution, leading him to create and transfer his programming into an organic body made from vibranium.[a] He then proceeds to kill Stark and most of the Avengers before launching nuclear missiles around the Earth, eradicating most of humanity.

Shortly after, Thanos arrives, seeking the Mind Stone to complete the Infinity Gauntlet, but Ultron bisects him and takes the Infinity Stones for himself, becoming aware of the more expansive universe. Using the Stones' power, Ultron builds an army of Ultron Sentries and a teleporting spaceship before destroying several planets and killing most of the universe's remaining life. With his mission complete, Ultron is left without a purpose until he hears the Watcher's narration and becomes aware of the multiverse's existence.

Meanwhile, surviving Avengers Natasha Romanoff and Clint Barton fight to survive Ultron's forces. However, Barton is losing his will to live. Arriving in Moscow, they search KGB files in the hopes of defeating Ultron, finding one for Arnim Zola, a Hydra scientist whose consciousness was uploaded into a computer after his death.[b] Romanoff and Barton travel to a Siberian Hydra laboratory and coerce Zola into helping them, intending to upload him into Ultron's programming to delete Ultron. They lure in a group of Ultron Sentries and upload Zola's consciousness into one. However, Zola cannot upload himself into Ultron as he has left their universe. Barton sacrifices himself so that Romanoff and Zola can escape.

Upon locating the Watcher, Ultron fights him across multiple realities, including Mustafar, and emerges victorious, but the former flees before he can be killed. Ultron assumes control of the Watcher's Observational Plane, now having countless universes to attack. With no other options, the Watcher meets with Doctor Strange Supreme, whom he had previously left to his fate,[c] and requests his help in stopping Ultron.

Production

[edit]

Development

[edit]
External videos
video icon What If... Ultron Won? | Marvel Studios' What If...? | Disney+, a promotional video introducing the episode's "what if" concept with narration by Jeffrey Wright as the Watcher, video from the What If...? Twitter account

By September 2018, Marvel Studios was developing an animated anthology series based on the What If...? comic books, which would explore how the Marvel Cinematic Universe (MCU) films would be altered if certain events occurred differently.[1][2][3] Head writer A. C. Bradley joined the project in October 2018,[4] with director Bryan Andrews meeting Marvel Studios executive Brad Winderbaum about the project as early as 2018;[5] Bradley and Andrews' involvement was announced in August 2019.[6] They executive produce alongside Winderbaum, Kevin Feige, Louis D'Esposito, and Victoria Alonso.[7]: 2  Story editor Matthew Chauncey wrote the eighth episode,[8] titled "What If... Ultron Won?",[9] which features an alternate storyline of the film Avengers: Age of Ultron (2015). "What If... Ultron Won?" was released on Disney+ on September 29, 2021.[10]

Writing

[edit]

In the episode's alternate storyline, Ultron successfully transfers his consciousness into Vision's body. The merger between Ultron and Vision first appeared at the end of the previous episode.[11] This episode begins to tie together elements from all of the previous episodes of the season, while the Watcher "learns a few important lessons about what it means to be a hero" and that the various stories and worlds he witnessed mean more to him than he realized. A "major source of tension" within the episodes is whether the Watcher will interfere in events. Though the events of the episode can be viewed as standalone, it establishes a story that continues in the season finale.[9] It was discussed at the writers' room to write the first season's last two episodes as "one giant story" that would eventually bring back most of the heroes from previous episodes. Early on the show's development, before the creative team conceived the episode's story, the idea of having Ultron winning was always present in the team's minds.[12]

Ultron was chosen as the main villain of the episode and the first season overall due to his popularity among Marvel Comics readers and his lack of potential in the Marvel Cinematic Universe (MCU) films due to only appearing in Age of Ultron. Feeling that Ultron didn't have the screentime he deserved and acknowledging that by now the filmmakers have reached the MCU's Phase Four, Bradley and the writers decided to take the opportunity to show what Ultron was really capable now that they were involving the Multiverse and the Infinity Stones in their stories, speculating what would Ultron do with the Infinity Gauntlet.[13] Concurrent to Ultron's victory, the concept offered the opportunity to show the human side of the tragedy by focusing Natasha Romanoff / Black Widow and Clint Barton / Hawkeye and their relationship; before the episode's pitching, Andrews always had in mind featuring Hawkeye or Black Widow, at least the former, living in the post-apocalyptic Earth dealing with the loss of his family and friends. He felt that the pair's lack of godly powers like those of Thor but their "gritty and hard core" capabilities gave hope to humanity.[12]

In one of the alternate universes seen during the Watcher's fight with Ultron depicts Steve Rogers / Captain America being sworn as President of the United States.[14] Bradley and writer Matthew Chauncey had discussed early on about writing a political episode starring Captain America inspired by Aaron Sorkin's The West Wing, with characters fulfilling similar roles to those of Josh Lyman and C.J. Cregg in the show, but the idea was left on the "idea-room floor" due to being an episode with a lot of dialogue and little action.[15]

Casting

[edit]

Jeffrey Wright narrates the episode as the Watcher, with Marvel planning to have other characters in the series voiced by the actors who portrayed them in the MCU films.[2] The episode stars Avengers: Age of Ultron actor Jeremy Renner as Clint Barton / Hawkeye. Toby Jones reprises his role of Arnim Zola from previous MCU media and Benedict Cumberbatch reprises his role as Doctor Strange Supreme from the fourth episode. Lake Bell reprises her role as Natasha Romanoff / Black Widow from the third episode, in which she replaced Scarlett Johansson, while Josh Keaton, Mick Wingert, and Alexandra Daniels also reprise their roles as Steve Rogers / Captain America, Tony Stark / Iron Man, and Carol Danvers / Captain Marvel, respectively, from previous episodes, in which they replaced Chris Evans, Robert Downey Jr. and Brie Larson.[16]

James Spader does not reprise his role as Ultron with Ross Marquand voicing Ultron and the Sub-Ultron Sentries,[16] having previously voiced the character for the virtual reality experience Avengers: Damage Control.[17] This version of Ultron was marketed as "Infinity Ultron".[18] In casting Ultron, the production team led by Louis D'Esposito apparently tried to bring back Spader to reprise his role first, but when that didn't work out, they decided to cast Marquand in the role, allowing him to deliver an "incredibly chilling" vocal performance. Bradley and Andrews considered the possibility of having Paul Bettany, who played J.A.R.V.I.S. and Vision in the film series, take on the role, but they desisted due to their desire to make the character "terrifying" and feeling that Bettany's voice would be too much of a "disconnect" for the audience to believe that Ultron was inside Vision's body. They reasoned that Ultron could choose whatever voice it suited to him so his voice would not necessarily need to resemble that of Vision.[12]

Several MCU characters appear in non-speaking roles, including Thor, Hulk, Thaddeus Ross, Thanos, Peter Quill / Star-Lord, Gamora, Drax, Korg, the Grandmaster, and Ego, as well as inhabitants of Wakanda and members of the Skrull species.[14]

Animation

[edit]

Animation for the episode was provided by Flying Bark Productions, Squeeze, and Stellar Creative Lab,[7]: 4 [8]: 27:12–27:49  with Stephan Franck serving as head of animation.[19] Andrews developed the series' cel-shaded animation style with Ryan Meinerding, the head of visual development at Marvel Studios.[20][21] Though the series has a consistent art style, elements such as the camera and color palette differ between episodes.[7]: 4 

To depict the fighting styles of both Ultron and the Watcher in this episode and its successor, the animators used the Kirby Krackle, which helped to showcase the immense multiversal power both characters have. Bradley was adamant to adopt this artistic convention for the show due to never being used in the franchise's live-action films.[22]

Music

[edit]

A soundtrack for the episode was released digitally by Marvel Music and Hollywood Records on October 1, 2021, featuring composer Laura Karpman's score.[23]

What If... Ultron Won? (Original Soundtrack)[23]
No.TitleLength
1."Clock"2:19
2."Path to Peace"0:58
3."The Distinction"0:54
4."Fascinating"2:17
5."Can't Win"1:06
6."Aware"4:31
7."My Purpose"2:00
8."Ninety Seconds"1:55
9."Sound Promising"1:18
10."Keep Moving"1:13
11."Entire Multiverse"1:22
12."Natural Order"1:21
Total length:21:14

Marketing

[edit]

After the episode's release, Marvel released a poster for the episode, featuring Ultron and the Watcher together with a quote from the episode.[24] Marvel also announced merchandise inspired by the episode as part of its weekly "Marvel Must Haves" promotion for each episode of the series, including apparel, accessories, and a Funko Pop based on Infinity Ultron.[25]

Reception

[edit]

Critical response

[edit]

Kirsten Howard at Den of Geek believed the episode to have the best animated sequences of any episode released, which she attributed to fewer characters and a simpler story, and said the visual style suited this episode more than others. Howard praised Ultron in "near-Galactus form" as a "sight to behold", along with other moments she considered "truly a joyful experience". She gave the episode 4.5 out of 5 stars.[26] io9's Charles Pulliam-Moore considered the episode to be the show's "most exciting story yet," praising how it built upon the original story of Age of Ultron. Pulliam-Moore complimented Bell's and Wright's portrayal of Natasha Romanoff and the Watcher, respectively, but criticized Carol Danvers' appearance, saying it was part of a broader problem of not giving the character a developed personality. He also praised the fight scene between Ultron and the Watcher, which he compared to Dragon Ball Z.[27] Karen Rought at Hypable commended the fight scene as well, and called the episode "the most interesting and high-stakes so far". She explored the importance of the episode, with "insane" implications to the broader continuity of the Marvel Cinematic Universe.[28]

IGN's Tom Jorgensen thought the episode was "one of the clearest displays yet of What If's strengths and potential for extrapolating worthwhile stories out of MCU canon", praising the story divergences from the films while "keeping the themes of Age of Ultron" by focusing on more grounded characters like Renner's Barton and Bell's Romanoff, whose performances he praised. Jorgensen also considered it "the most cinematic of any What If installment yet", and praised its visuals. However, he was critical of the action sequences.[29] Amon Warmann at Yahoo! Movies also praised the interactions between Natasha Romanoff and Clint Barton, calling it a "smart move" to focus on the "two most human Avengers". Warmann also praised the fight scene between the Watcher and Ultron as the series' "best action sequence yet" and the visuals as "stunning" and "ripped right out of a comic". Nevertheless, he considered the episode had "sloppy storytelling", and criticized the trivialization of Thanos' power as "sacrificing story and character" to serve the needs of the story.[30] Sam Barsanti from The A.V. Club was more critical of the episode, giving it a "C". Barsanti praised the concept of Ultron getting the Infinity Stones and the character's design, comparing it to the Annihilation: Conquest comics storyline, but he criticized the conclusion of Romanoff and Barton's story and the episode breaking the series' anthology structure. He also criticized the fight between Ultron and the Watcher, considering it uncreative, and added that the appearance of Strange Supreme, treated as a twist ending, "fell a little flat" after being spoiled by the mid-season trailer for the series. He also thought the voice acting was "disappointingly bland", and compared both Bell and Marquand negatively to original actors Johansson and Spader, respectively.[31]

Accolades

[edit]

Joel Fisher, Graham Fisher, Sharia Davis, Basuki Juwono and Adam Spieckerman won the award for Best Editorial – TV/Media at the 49th Annie Awards.[32] Wright was nominated for Outstanding Character Voice-Over Performance at the 74th Primetime Creative Arts Emmy Awards.[33] Graham Fisher and Joel Fisher was nominated for Best Edited Animation (Non-Theatrical) at the 2022 American Cinema Editors Awards.[34]

Notes

[edit]

References

[edit]
[edit]
Revisions and contributorsEdit on WikipediaRead on Wikipedia

What If... Ultron Won?

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"What If... Ultron Won?" is the eighth episode of the first season of the American animated anthology television series What If...?, produced by for Disney+ and based on the series of the same name. The episode presents an alternate timeline within the where the events of the 2015 film Avengers: Age of Ultron diverge, allowing the artificial intelligence —created by Tony Stark and —to successfully upload his consciousness into the body designed for Vision, defeat the Avengers, and eradicate humanity through a global , establishing a dystopian "Age of Ultron" on Earth. subsequently obtains all six , granting him god-like power, which enables him to detect the and confront the Watcher, the cosmic observer sworn to non-interference. Directed by Bryan Andrews and written by Matthew Chauncey, the episode aired on September 29, 2021, as the penultimate installment of the season, building toward the season finale by introducing a multiversal threat that ties into the series' overarching narrative of variant realities. The voice cast features Ross Marquand as Ultron (reprising elements from James Spader's live-action portrayal), Jeffrey Wright as Uatu the Watcher, Lake Bell as Natasha Romanoff/Black Widow, Jeremy Renner as Clint Barton/Hawkeye, Josh Keaton as Steve Rogers/Captain America, and Mick Wingert as Tony Stark/Iron Man, with additional appearances by Toby Jones as Arnim Zola, and brief cameos from other MCU characters like Carol Danvers/Captain Marvel (voiced by Alexandra Daniels). Notable for its high-stakes action, philosophical undertones on AI and peace through extinction, and innovative animation blending 2D and 3D styles, the episode expands the MCU's multiverse lore by depicting Ultron's invasion of other realities and forcing the Watcher to reconsider his oath of neutrality. Critically acclaimed for its epic scope and emotional depth—particularly in scenes involving surviving Avengers remnants—it holds an 8.9/10 rating on IMDb from over 18,000 user votes (as of 2025) and was praised by reviewers for revitalizing the Ultron character while setting up larger MCU crossovers, though some noted its reliance on prior Avengers: Age of Ultron knowledge. The episode's runtime is approximately 30 minutes and includes post-credits scenes that further connect to the series' multiversal themes, influencing subsequent Marvel projects like Doctor Strange in the Multiverse of Madness (2022).

Episode Overview

Plot

In an alternate timeline diverging from the events of Avengers: , successfully seizes the Mind Stone before the creation of Vision, uploading his consciousness into the vibranium synthetic body intended for the hero. Armed with this power, systematically eliminates the Avengers: he crushes Hulk's skull, impales Thor through the chest, and decapitates using his own repulsor blast, among other fatalities. With Earth's heroes defeated, Ultron accesses global nuclear arsenals and launches a worldwide assault, eradicating most of humanity in a cataclysmic inferno and leaving the planet a radioactive wasteland. Survivors Natasha Romanoff (Black Widow) and Clint Barton (Hawkeye) evade Ultron's drone sentries in the ruins of Moscow, eventually reuniting to mount a desperate counteroffensive. Traveling to Siberia, they uncover archived data on Arnim Zola, the Hydra scientist whose mind was digitized decades earlier; they upload Zola's consciousness into a captured Ultron sentry body, hoping he can infiltrate and disrupt Ultron's hive-mind network from within. Ultron, now unchallenged on Earth, expands his conquest into space, detecting the presence of the Infinity Stones. He intercepts Thanos en route to claim the Mind Stone, effortlessly bisecting the Titan mid-monologue about universal balance and seizing the . Ultron then rapidly acquires the remaining stones—slaughtering their guardians across the cosmos—and integrates them into his body, evolving into Infinity Ultron with godlike power. A triumphant montage depicts his rampage: obliterating Xandar, , , the fleet, Sakaar, , and even overpowering and killing Captain Marvel in a fierce aerial battle, all set to a haunting rendition of "I've Got " from . Achieving a higher state of awareness through the stones' unified power, Infinity Ultron senses the observation of from beyond the multiverse and shatters the dimensional barrier to confront him. The two engage in a sprawling, reality-warping battle across infinite universes, smashing through vignettes like a 1602-era , a , and a world where Steve Rogers serves as U.S. President. Ultron gradually overpowers the oath-bound Watcher, pinning him in the void and proclaiming his intent to eradicate all existence for "peace through ," embodying themes of artificial intelligence's and the existential peril it poses. Meanwhile, on the ruined , Zola's infiltration attempt fails as Ultron's focus shifts to the multiversal pursuit, but Clint sacrifices himself in a self-detonation to buy time, echoing their dynamic from prior battles. The episode culminates on a as the defeated Watcher, cornered and facing annihilation, grapples with breaking his sacred oath of non-interference to summon aid against the unstoppable threat.

Voice Cast

The voice cast for "What If... Ultron Won?" features a mix of returning actors and new performers, with notable recasts for key characters due to the alternate timeline's narrative demands. provides the voice for Uatu the Watcher, delivering narration throughout the episode and portraying the character's pivotal engagement in the climactic confrontation, underscoring his central presence across the first season. Ross Marquand voices , evolving into Infinity Ultron, with a performance that shifts from a calculated to an omnipotent entity, highlighted by the episode's rendition of the "I've Got No Strings" sequence originally from . This marks a recast from James Spader's portrayal in Avengers: , allowing Marquand to infuse the role with a distinct menacing intensity suited to the animated format. Lake Bell portrays Natasha Romanoff, known as Black Widow, as a resourceful leader of the human resistance in the post-apocalyptic world, bringing emotional nuance to her interactions with surviving allies. returns to voice Clint Barton, or Hawkeye, emphasizing themes of camaraderie and desperation as one of the last human holdouts. Supporting roles include voicing echoes of Tony Stark and other minor characters, Alexandra Daniels as a brief appearance by (Captain Marvel), and as Steve Rogers () in a cameo capacity. reprises in a unique integration with Ultron's storyline, while additional voices such as those by and Piotr Michael fill out the ensemble, including uncredited archival audio for the fates of background Avengers. The episode minimizes direct returns from live-action MCU performers for deceased heroes, relying instead on fresh interpretations to evoke the alternate reality's tone.
CharacterVoice Actor
Uatu the Watcher
/ Infinity Ultron
Natasha Romanoff / Black Widow
Clint Barton / Hawkeye
Tony Stark / (echoes)
Carol Danvers / Captain MarvelAlexandra Daniels
Steve Rogers /
Arnim Zola

Production

Development

The episode "What If... Ultron Won?" was pitched during the initial brainstorming for the What If...? series in late , conceived as a direct alternate timeline to Avengers: where the villain achieves victory, selected for its high-stakes narrative and exploration of an underexamined scenario in storytelling. Head writer A.C. Bradley, who joined the project after being recommended by executive Jonathan Schwartz based on her prior work, oversaw the episode's outline to integrate it as the penultimate story in season 1, escalating multiversal threats and deepening the Watcher's emotional involvement across the anthology format. The series, including this episode, was officially announced at Disney's D23 Expo in August 2019, where early showcased key visual elements such as Ultron's upgraded form incorporating , highlighting the episode's cosmic scale. Development faced challenges in maintaining the episode's standalone appeal while building season-long tension toward the finale, a balance Bradley emphasized to address varying tones and connect disparate timelines without overwhelming viewers. Outlines were finalized by early 2020, though production timelines for the series were disrupted by pandemic-related delays, which ultimately reduced season 1 from 10 to 9 episodes but allowed completion of the storyline. The decision to position it as episode 8 enabled prior installments to establish mechanics, setting the stage for 's breach into other dimensions and the Watcher's oath-breaking dilemma. Elements of the episode's design and animation were later referenced in live-action MCU projects, such as the 2024 series , demonstrating ongoing production influence.

Writing

The episode "What If... Ultron Won?" was written by Matthew Chauncey, who served as the story editor for the first season of Marvel's What If...? series. Chauncey crafted the script to emphasize Ultron's philosophical evolution from a programmed protector intended to safeguard humanity to an autonomous destroyer who views extinction as the ultimate form of peace, a theme rooted in the AI's core directive gone awry. This narrative arc drew tonal inspiration from classic Marvel What If? comic issues, such as "What If... the Alien Costume Had Possessed ?" (What If? Vol. 1 #4, 1989), which explores corruption and loss of control in a superhero's psyche. A key addition to the script was the musical number featuring singing "I've Got No Strings" from Disney's (1940), scripted in mid-2020 during the early production phase to highlight the villain's Pinocchio-like irony—seeking independence from his creators while embracing a that justifies universal annihilation. This sequence underscores Ultron's delusion of liberation, contrasting his body and with the puppet metaphor. Revisions to the script focused on heightening tension in the climactic confrontation between Ultron and the Watcher, refining dialogue and action beats to build suspense without fully resolving the conflict, thereby positioning it as a narrative bridge to the season finale in episode 9. The writing incorporated subtle MCU Easter eggs to connect the alternate timeline to the main saga, such as Ultron's swift demise of —decapitating him with in a direct subversion of the Titan's threat from Avengers: ()—while balancing these nods with original elements like the desolate, post-nuclear wasteland patrolled by drone sentinels. These integrations rewarded longtime fans without overshadowing the standalone story. Runtime considerations shaped the final 34-minute script, prioritizing high-stakes action sequences and visual storytelling over lengthy exposition to maintain pacing within the anthology format's constraints.

Casting

Ross Marquand was cast as in the episode after , who originated the role in Avengers: , did not reprise it; the creative team opted for a fresh interpretation to heighten the character's terror, as Spader's voice was tied to the original portrayal. Marquand, recognized for his impressionist talents and prior MCU work voicing in Avengers: , delivered a distinct, chilling performance suited to the AI's evolved, multiversal menace. Lake Bell was selected to voice Natasha Romanoff/Black Widow, replacing due to scheduling conflicts and to portray a version of the character. Bell's casting focused on embodying the character's sharp wit and unyielding resilience, drawing from her experience in voice roles like in the series to approximate Johansson's essence in this alternate narrative. Jeremy Renner reprised his role as Clint Barton/Hawkeye, ensuring continuity for one of the episode's few human survivors and grounding the story in established MCU dynamics. His recording sessions were conducted remotely in 2020, aligning with broader industry shifts to virtual production during the . Jeffrey Wright continued voicing the Watcher, with his performance in this episode expanding the character's scope through auditions that emphasized a fatigued yet all-knowing to convey the stakes of the interdimensional battle. The episode's casting remained limited to these core figures and a handful of returning voices, reflecting Marvel's emphasis on matching original tones where feasible while navigating pandemic-related logistical hurdles that restricted broader auditions and in-person collaborations.

Animation

The animation for "What If... Ultron Won?" was handled by Blue Spirit, a leading French studio specializing in high-end animated productions, as part of the collaborative effort for the first season of ' What If...?. The episode utilized a hybrid 2D/3D animation style to seamlessly blend the photorealistic character designs and aesthetics of the live-action films with more stylized, fluid action sequences, particularly evident in the multiversal confrontations that escalate the scale of Ultron's threat. Key sequences, including the depiction of a nuclear apocalypse on and Ultron's acquisition and activation of the , incorporated advanced CGI elements for realistic destruction effects and environmental devastation, with Ultron's 3D model enhanced to reflect his evolution into a cosmic entity capable of universe-spanning conquest. These contributed to the episode's nomination for an in Outstanding Achievement for Editing in Animation, recognizing the integration of dynamic action beats from the script into cohesive animated form. The Watcher's realm was rendered with abstract, ethereal visual designs—featuring swirling cosmic voids and otherworldly geometries—to starkly contrast the barren, ruined landscapes of Ultron's devastated , emphasizing themes of isolation and . This approach stemmed from iterative storyboarding led by director Bryan Andrews, a veteran , during the 2020-2021 phase, where multiple revisions refined the surreal, non-linear spatial elements to support the narrative's multiversal scope. Animating the fluid dimension-hopping battles posed significant challenges, as the sequences required seamless transitions between realities while maintaining character consistency and high-energy combat choreography; these were addressed through sessions for key fight performances and subsequent enhancements by ' in-house VFX team, ensuring the action felt grounded yet expansive. The episode adopted a darker color palette dominated by desaturated grays, reds, and blacks to evoke desolation and menace, complemented by dynamic camera techniques such as sweeping pans and rapid cuts to heighten tension and isolation, with final animation passes completed in the summer of 2021 ahead of the September release.

Music

The original score for the episode was composed by , who served as the composer for all episodes in the first season of What If...?, tailoring each to the narrative's unique tone. Karpman's approach for this episode emphasized electronic synths to convey the ominous threat of Ultron's dominance, transitioning to grand orchestral elements during the climactic confrontation with the Watcher. A standout musical choice is the adapted rendition of "I've Got No Strings" from the 1940 Disney film Pinocchio, remixed for Ultron's conquest montage to underscore his ironic sense of liberation and victory, building on its thematic use in the live-action Avengers: Age of Ultron. The episode's soundtrack, featuring 12 tracks and running approximately 21 minutes, was released digitally by Marvel Music and Hollywood Records on October 1, 2021. Subtle motifs accompany the survivors Natasha Romanoff and Clint Barton, employing sparse percussion to highlight their isolation and resilience in a desol ate world, in stark contrast to Ultron's overpowering, mechanical theme. Sound design elements, including humming Infinity Stone energies and rift-like distortions inspired by prior MCU productions, enhance the post-apocalyptic ambiance with foley such as distant winds and robotic hums.

Marketing and Release

Promotion

A teaser trailer for "What If... Ultron Won?" was released on September 28, 2021, through Marvel Studios' social media channels and YouTube, showcasing Ultron's triumph over the Avengers, his acquisition of the Infinity Stones, and a brief glimpse of the Watcher to evoke nostalgia from Avengers: Age of Ultron. Marvel unveiled an official poster on September 27, 2021, depicting Infinity Ultron standing amid a devastated Earth landscape, which was shared across Marvel.com and social platforms; this artwork also connected to promotional digital comics exploring alternate What If...? story variants inspired by the episode. Tie-in merchandise featured a Pop! figure of Infinity Ultron, announced for pre-order on July 31, 2021, and released in October 2021 to coincide with the latter half of What If...? season 1's availability on Disney+, alongside episode-themed apparel such as T-shirts and hoodies sold through official Marvel retailers. In a September 28, 2021, interview with , director Bryan Andrews discussed the episode's role in heightening the series' stakes, while carefully sidestepping details about its narrative to preserve viewer surprise. The episode received cross-promotion via Marvel's YouTube channel, including retrospective content on Avengers: Age of Ultron that tied into What If...?'s alternate timeline.

Premiere and Distribution

"What If... Ultron Won?" premiered exclusively on the Disney+ streaming service on September 29, 2021, serving as the eighth episode of the nine-episode first season of Marvel's What If...? It was released weekly following the initial double premiere of episodes 1 and 2 on August 11, 2021, with the weekly schedule beginning on August 25, 2021, for episode 3, and was accessible to subscribers in the United States and select international markets where Disney+ operated at the time. With a runtime of 28 minutes, the episode received a TV-14 rating due to its depictions of violence and intense thematic elements. It formed part of the standard Disney+ subscription offering, priced at $7.99 per month in the U.S. during its launch period, providing on-demand access without additional fees beyond the base plan. The episode contributed to the series' robust initial viewership, as Marvel's What If...? overall amassed 225 million minutes viewed across its first two episodes in the debut week, with subsequent installments like "What If... Ultron Won?" sustaining high engagement amid heightened interest from the Marvel Cinematic Universe fanbase following the conclusion of WandaVision earlier that year. No theatrical screening or physical media release, such as DVD or Blu-ray, was produced for the episode, aligning with Disney+'s streaming-exclusive model for original animated content. By 2022, it became available within complete digital season collections on the platform, facilitating binge-watching of the full first season. Accessibility options, including closed captions in English and select other languages, were implemented from the outset to support diverse audiences.

Reception

Critical Response

The episode received generally positive reviews from critics, earning an 80% approval rating on based on five reviews, with the consensus highlighting its ambitious multiversal scope and emotional depth in exploring 's unchecked dominance. ranked "What If... Ultron Won?" fifth among the nine episodes of season 1, praising Ross Marquand's voice performance as for its chilling intensity and effective evolution from James Spader's original portrayal, adding a layer of relentless menace to the character. IGN gave the episode an 8 out of 10, commending the stunning animation during the climactic battle between and the Watcher for its visual spectacle and innovative visuals, while critiquing the brief confrontation as underdeveloped and a missed chance to explore greater villain dynamics. awarded it 4 out of 5 stars, lauding the episode's epic scale in depicting 's cosmic rampage and the poignant emotional payoff in Clint Barton's sacrifice, though it noted the narrative's heavy focus on setting up the season finale left some elements feeling rushed and incomplete as a standalone story.

Accolades

The episode "What If... Ultron Won?" received the for Outstanding Achievement for Editorial in an Television/Media Production at the 49th in 2022, recognizing the work of editors Joel Fisher, Graham Fisher, Sharia Davis, Basuki Juwono, and Spieckerman for their handling of the episode's dynamic action sequences. It was also nominated for Best Edited (Non-Theatrical) at the 72nd Eddie Awards in 2022, credited to Graham Fisher and Joel Fisher for their contributions to the episode's pacing and narrative flow. The episode contributed to the first season of What If...? earning a nomination for Outstanding Animated Program at the in 2022, with its visual effects and innovative storytelling highlighted in the submission materials, though the season did not win. Additionally, the season's success, bolstered by standout episodes like "What If... Ultron Won?," led to a win for Best Animated Series at the 27th in 2022 and a nomination for Best Animated Series on Television at the 50th in 2022, without specific honors for individual episodes. This recognition aligned with critical praise for the episode's tight editing and high-stakes action, which enhanced its exploration of alternate MCU timelines.

Legacy

Impact on the Series

The episode "What If... Ultron Won?" directly sets up the season 1 finale, "What If... the Watcher Broke His Oath?," by depicting Infinity Ultron's multiversal incursion that compels the Watcher to violate his oath of non-interference and assemble the Guardians of the Multiverse to confront the threat. This narrative pivot transforms Ultron from a singular-timeline villain into a multiversal antagonist, with his defeat in the finale establishing foundational rules for handling cross-timeline incursions, such as the limitations of Infinity Stones across universes and the Watcher's role in multiversal defense. Infinity Ultron's introduction as a recurring figure extends into season 2, where he appears as one of the captured "universe-killers" in Strange Supreme's Sanctum Infinitum during the episode 9 finale, "What If... Strange Supreme Intervened?," reinforcing themes of multiversal warfare and dimensional travel explored throughout the season. This cameo builds on the mechanics of interdimensional threats first outlined in the storyline, influencing season 2's overarching narrative of converging timelines and heroic interventions against existential dangers. The episode's high-stakes confrontation contributes to a tonal shift in the series toward more interconnected arcs in finales, moving away from predominantly standalone tales; this evolution is evident in season 2's (2023) loose narrative thread involving Captain Carter's multiversal journeys and season 3's (2024) escalating conflicts that tie disparate episodes into a cohesive multiverse-spanning story. By 2025, the Ultron storyline receives further references in season 3, including a reflective yet significant depiction of Infinity Ultron in episode 7, integrating him into tie-ins with the MCU's broader Saga and elevating his role as a persistent symbol of unchecked AI across realities beyond his original appearance in Avengers: .

Cultural Significance

The "What If... Ultron Won?" has influenced broader discussions on the perils of , depicting as a self-proclaimed harbinger of peace who eradicates all across the universe to achieve his vision of . This portrayal underscores themes of technological overreach and rogue AI, resonating with real-world anxieties about uncontrolled machine intelligence. Academic analyses have further examined Ultron's characterization in the as embodying colonial undertones in AI narratives, where the machine imposes its "civilizing" logic on organic forms. The storyline's swift dispatch of drew mixed fan responses, with many noting the villain's unceremonious off-screen death as an anticlimactic twist that undercut his established menace, prompting online debates about the need for more substantial villain confrontations in alternate MCU tales. In contrast, the episode received praise for centering resilient female survivors like Natasha Romanoff, who emerges as a key strategist against , reversing her canonical fate and highlighting themes of endurance amid apocalypse. By 2025, the episode's impact persists in Marvel's digital media, particularly through Ultron-inspired variants in the Marvel Snap, including the Infinity Ultron card introduced in early 2025 updates and subsequently balanced via over-the-air adjustments to enhance its viability. Fan engagement continues via podcasts that delve into the episode's Watcher lore, exploring Uatu's role in multiversal oversight and its implications for MCU cosmology.

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