The fifth episode of What If Season 3 is titled ‘What If… the Emergence Destroyed the Earth?’ and follows genius inventor Riri Williams as she goes down a dark and dangerous path to stop Quentin Beck.
The episode has a runtime of 30 minutes.
-
What If Season 3 Episode 5 Cast
Dominique Thorne, Alejandro Saab, Emily VanCamp, Tessa Thompson, Michelle Wong, Jason Isaacs, Darin De Paul, D. C. Douglas
-
What If Season 3 Episode 5 Director
Stephan Franck
-
What If Season 3 Episode 5 Writers
Story by : Bryan Andrews, Matthew Chauncey, and Ryan Little
Teleplay by : Matthew Chauncey and Ryan Little -
What If Season 3 Episode 5 Release Date
26 December 2024

What If Season 3 Episode 5 Recap
In the near future, the Watcher reluctantly keeps an eye over soldiers from the Iron Federation marching down the road, insinuating that a war is imminent in this universe. As this is going on, Riri Williams sneaks around finding clues down the dark alleys of the city as the Watcher mentions that she is the best hope for the survival of every variation of this universe. Unfortunately, he only ever watches her fail, regardless of how much she tries for a more positive outcome.
Anyway, Riri meets up with a Power Broker who hands over a magnetron to her but she turns out to be a fake and members of the Iron Federation soon ambush her. She makes a valiant effort to get out of the building but is surrounded by soldiers, eventually coming face-to-face with Mysterio who almost kills her. Thankfully, she is saved by the Alliance, including Ying Nan, Valkyrie and others.

This story takes place in a variation of the Earth, or what’s left of it, after the Emergence occurred years before the Eternals united to save the world. Quentin Beck took the sorry state of the Earth to control everything and everyone and this gave birth to the rivalry between the Alliance and Beck’s Iron Federation, with the latter promising to stop at nothing before seeing the last of the Alliance. Now, with the Alliance not doing too well, Beck orders Vision to get rid of the last remaining members of the Alliance once and for all.
Elsewhere, Ying fills Riri in regarding their plan with her, telling her that the weapon that she is planning to create will help them in their fight against the Federation as the weapon powers down Vibranium by decoupling it. Although Riri isn’t sold at first, Ying takes her through their base, and she is instantly taken by the sheer magnitude of their setup. Unfortunately, things get heated when Vision makes a sudden appearance and Riri gets seven and a half minutes to create her weapon.

As the others try their best to hold him off, Riri rushes through the creation process hoping for everything to go smoothly. As Vision defeats Wong and makes his entrance inside Riri’s lab, she tries her best to use her newly-made weapon which, after a little push here and there, works, defeating Vision. Beck is frustrated at losing Vision and researches Riri, while the Alliance gets rid of their hideout in order to wipe all traces of their operation. As the ship makes its way forward, the Watcher mentions that although Riri is holding on to this fight as the last shred of hope after losing too much, it’s this fight that will end up taking her life as well.
As the last remaining members of the Alliance sit around thinking about their predicament, Riri tells them that they have to fight against Beck in order to bring this terror to an end. She mentions going behind enemy lines to destroy the nanites and putting an end to Mysterio’s illusions. Although the others mention that it is an impossible task, she assures them that she can stop the holograms by using Vision. The Watcher, unfortunately, has seen this tale one too many times and is left disheartened at history repeating itself.

Riri transforms herself into a human synthazoid and she gets ready to face Beck and stop the madness at all costs. Closing in on Beck’s operation base, Riri helps the Alliance to spot what’s real and what’s fake and although she finds her neural network to flutter at one point, losing her powers, she fights through it to reach the heart of the place. Unfortunately, she and the ship are both attacked after she fails to distinguish between the real and the fake but she picks herself up to push forward.
Once inside Beck’s operations, Riri proceeds to try and disband Beck’s nanite network but finds herself in a hologram. When it breaks open, she finds herself trapped in a prison with Beck laughing at her fate. He shares that the nanite network is embedded within his body and the only way to take it out is by killing him. The revelation leaves her shocked more so when Beck tells her that he has been controlling all of her movements till now because he has been in constant control of Vision. Beck mentions that he doesn’t need his body anymore because he can simply take Vision’s over and reveals that he is planning to kill Riri in the process.

However, Riri acknowledges that the connection that he has with her is both ways and then successfully attacks Beck, resulting in a fight between the two. As a way to break her down, Beck uses her friends’ deaths against her, breaking her down emotionally. As the Watcher mentions this is the moment Riri dies, after having her spirit broken by the trauma of losing too many loved ones. He refuses to watch her lose her life one more time but this time, the Watcher decides to intervene, telling her to fight against Beck. Driven by this push, Riri fights back with all she has, finishing this fight once and for all and taking away his nanites.
With the world watching, Riri decides to give the people hope to fight against Beck and his Federation, giving them hope for a better and brighter future. Unfortunately, The Eminence, The Incarnate and The Executioner are unimpressed with the Watcher for breaking his oath and intervening again. They decide to keep an eye on him from here on out, promising not to let this go anymore.
What If Season 3 Episode 5 Review

What a thoroughly interesting episode, playing not only on Riri’s storyline in an alternate version of Earth but also on the Watcher as well. These two facets of the storyline are just so engaging and action-packed that the episode is shocking effective and engaging and serves as such a stark contrast to the last 4 episodes. The nuanced colours and the details in this episode are phenomenal and make the experience all the more stunning.
The Watcher’s storyline is an interesting one that can be explored much more deeply. I can’t wait to see what lies ahead for the series this season and although I like the ridiculous episodes of the series, it’s these serious, introspective ones that interest me more than anything. All in all, a solid episode with endless possibilities, if only this wasn’t the finale season!
What If Season 3 Episode 5 Ending Explained

At the end of episode 5, we see the Watcher helping Riri to overcome the last hurdle to defeat Beck. Although she is full of the spirit to fight and hopeful of a brighter future, after the death of the Alliance members, the last people who have been by her side, Riri is overcome by sadness and loses her will to fight. With no one there to support her, she finds herself alone and hopeless, a very heartbreaking conclusion for the fighter that she is. We see the Watcher acknowledging this situation for what it is – a broken human being killed at the lowest point of their life. But, unlike the other times when he has watched Riri being murdered by Beck and taking Vision’s powers, he chooses to intervene and gives her hope and a push. He asks her to fight back and that’s what she required in the first place.
However, this comes at a price because thanks to his present and past interventions, he has come under the scrutiny of the higher beings who are unhappy with him meddling in things he shouldn’t meddle in. It’s clear that the Watcher storyline isn’t over yet because the three extraterrestrial beings will do something about him breaking his promise one too many times but what lies ahead for him? We will probably get to know in the upcoming episodes.
Also Read: What If Season 3 Reviews

