Marvel Studios Rejected This Spider-Man Episode Idea For Being Too Scary For Disney+'s What If

By Liam Crowley Posted:
Spider-Man What If Marvel Studios

What If...? is set to completely re-imagine the Marvel Cinematic Universe.

Operating with the simple premise of putting a slight twist on a familiar MCU story, Marvel's first animated adventure has limitless possibilities. Sort of.

While head writer A.C. Bradley and director Bryan Andrews were given a full toy box to play with, the minds behind the series did run into a couple of restrictions.

Bradley has detailed that she pitched an episode that was "half the plot of Guardians of the Galaxy Volume 3," which had to be scrapped for obvious reasons. Bradley also "wanted to do Jane Foster Thor" and "pitched old-man Steve and Professor Hulk" before she was told the plans for Thor: Love and Thunder and Avengers: Endgame, respectively.

Aside from scrapping storylines that spoiled future live-action plots, Bradley had another episode axed for being "too dark."


Marvel Studios almost got very dark in its debut animated installment.

Speaking on The Post-Credit PodcastWhat If...? head writer A.C. Bradley revealed she wanted to bring a famous comic storyline that saw Peter Parker become "a real spider" to life in a season one episode:

"There was a couple of episodes that were just a little too dark. There was an original What If...? [comic] run I believe where Spider-Man turns into a real spider, and that was just too dark and too body horror for their PG-13."

Regardless of the axed episode, Bradley praised Marvel for giving her "the keys to the toy store" when developing What If...?:

"But it was a blast! You said it yourself, we were basically given the keys to the toy store. 'Go have fun and make sure everything was different. Don't give us ten of the same, give us ten of the most different stories you can come up with.' I hope Bryan and I have achieved that."

Even though the Spider-Man episode needed to be altered, Bradley emphasized that most of the restrictions came when she leaned too far into an upcoming movie. That, and using off-limits characters from a galaxy far, far away was also in place:

"It was less about being reeled back in from crazier stories. It was more of them stopping us from walking into one of the movies and destroying that. The other thing was we would jokingly try to put Star Wars characters in and we were always told, 'No, you can't do that. Those aren't your toys, Ashley.'"


what if spider-man
Marvel Comics

In the What If...? comics, Uatu the Watcher details a story where Peter Parker's arachnid transformation is taken a step further.

In a Spidey comic called The Other, Peter dies and is confronted by the manifestation of his spider-powers. This Spider-Totem offers Peter another chance at life, but he refuses, ripping the Spider-Totem's head off and refusing to resurrect as the entity's puppet. Peter remains in this dreamscape, webbed in a cocoon underneath the Brooklyn Bridge.

An escaped Venom symbiote tracks down Peter, attaching itself to his prone body. The transformation takes months but is eventually successful in permanently bonding to Peter.

The What If...? comic run Bradley hints at takes The Other storyline a step further, pursuing an angle where Peter is consumed by the transformation and becomes more spider than man.


Marvel Studios has had its fair share of dark moments. While the studio shies away from showing graphic content involving human characters, as evident by John Walker's bloody shield victim being hidden from camera view, the MCU has bent the rules when it comes to CGI. Thanos was literally decapitated on screen, after all.

With that in mind, it is a bit surprising that there were boundaries set for an animated project like What If...? when it comes to graphic elements. That said, pursuing a full episode that utilizes "body horror" is likely where Marvel Studios draws the line.

It's no secret that the MCU operates as family-friendly first. While Doctor Strange in the Multiverse of Madness is rumored to include scary elements, it is not being defined as a full-on horror film. For that reason, a Man-Spider episode doesn't fit the Marvel Studios mold.

Regardless, Bradley's comments about her creative freedom overall skyrockets What If...? anticipation. Marvel Studios President Kevin Feige giving these creators the reins of imagination has led to some home runs, and it sounds like What If...? is swinging for the fences.

What If...? premieres on Wednesday, August 11, streaming exclusively on Disney+.

- In This Article: What If...? (Season 2)
Release Date
December 22, 2023
Jeffrey Wright
- About The Author: Liam Crowley

MCU Writer, Editor, Podcaster