Marvel What If Season 3 Cast, Characters & Actors (Photos)

Dozens of animated Marvel variants will take center stage in the final season of Marvel Studios' What If...?.

By Richard Nebens Posted:
Simu Liu as Shang-Chi, Tom Hiddleston as Loki, Hailee Steinfeld as Kate Bishop

The final season of Marvel Studios' What If...? is underway with dozens of major MCU names and newcomers voicing the series' cast of characters.

Marvel Studios' final project being released in 2024 is What If...? Season 3, the final season of the MCU's alternate-reality-centric animated multiversal adventure. Since 2021, this series has taken iconic moments and characters from the MCU's main timeline and made slight changes to see how the story would change.

The final season will introduce viewers to variants not seen in the first two seasons while catching up with certain characters with extended plotlines.

Every Actor & Character in What If...? Season 3

An official Disney-released What If...? Season 3 project profile has confirmed the main stars fronting the series' final batch of episodes, 27 of which are MCU actors reprising their characters from previous Marvel Studios installments.

Jeffrey Wright - The Watcher

Jeffrey Wright & The Watcher
Jeffrey Wright

Leading the way in What If...? Season 3, as he has for both previous seasons, is Jeffrey Wright as the Watcher. The Watcher is the self-proclaimed "guide to these vast new realities," leading viewers through alternate realities based on stories originally told in the MCU's main timeline.

In Season 3, the Watcher continues in this role, although he may be in danger of facing serious consequences for interfering with the timelines in Seasons 1 and 2.

Jeffrey Wright is also known for his time in the DC Universe, playing Commissioner Jim Gordon in Matt Reeves' The Batman. Other major credits include American Fiction, The French Dispatch, and Broken Flowers.

Anthony Mackie - Sam Wilson/Captain America

Anthony Mackie as Captain America
Anthony Mackie

Joining What If...? for the first time in Season 3 is Anthony Mackie, the MCU's Sam Wilson/Captain America star, who played the role in seven other projects.

This version of Captain America is seen suiting up in a gigantic mech suit after the world is put in danger due to a Hulk-related incident. He is also put in a position as the Avengers' leader for the first time in any medium within the MCU.

Mackie will appear as Captain America again in Captain America: Brave New World, which hits theaters on February 14, 2025. Fans can also see Mackie's work in The Hurt Locker, The Adjustment Bureau, and Twisted Metal.

Mark Ruffalo - Bruce Banner/The Hulk

Mark Ruffalo as Bruce Banner
Mark Ruffalo

After playing his classic MCU hero in the show's first two seasons, Mark Ruffalo will return to Marvel Studios to play the Hulk/Bruce Banner again in What If...? Season 3.

One of this season's episodes will heavily feature Ruffalo as Banner attempts to cure himself of his big green alter-ego. However, unsurprisingly, that move goes horribly wrong and puts the planet in even more danger.

Ruffalo has portrayed the Hulk since 2012's The Avengers, appearing in 10 movies and shows overall with Marvel Studios. His biggest non-MCU credits include Spotlight, Foxcatcher, and Now You See Me.

Teyonah Parris - Monica Rambeau/Spectrum

Teyonah Parris as Spectrum
Teyonah Parris

Teyonah Parris will make her What If...? debut in Season 3 as Monica Rambeau, also known as Spectrum.

Showing off some of her incredible superpowers, Monica will be a member of the New Avengers led by Sam Wilson as the team takes on a Hulk-sized issue threatening the world.

This show will mark Parris' third MCU appearance after playing a leading role in The Marvels and a supporting role in WandaVision. She can also be seen in Dear White People, Chi-Raq, and If Beale Street Could Talk.

Sebastian Stan - Bucky Barnes/Winter Soldier

Sebastian Stan as Bucky
Sebastian Stan

Making appearances in two episodes of What If...? Season 3 is longtime MCU veteran Sebastian Stan, who will reprise his role as Bucky Barnes/the Winter Soldier.

One episode will see him suit up in a massive mech suit alongside the Avengers in their fight against Bruce Banner. Another episode will feature him as a leading character, forming an unlikely alliance with the Red Guardian following his mission to kill Howard Stark.

Stan will return to the live-action MCU in 2025's Thunderbolts*, which will mark his 10th appearance as Bucky Barnes since 2011. Those looking for him in other projects can watch The Apprentice, I, Tonya, and Pam & Tommy.

David Harbour - Alexei Shostakov/Red Guardian

David Harbour as Red Guardian
David Harbour

David Harbour will make his debut in What If...?, returning to the MCU for his role as Alexei Shostakov/the Red Guardian.

One of his appearances will pit him alongside the Avengers in their fight against the Hulk, complete with a massive mech suit. In his other episode, he'll come toe-to-toe with the Winter Soldier as he hopes to prove himself to the higher-ups in the Red Room.

What If...? is Harbour's second of three MCU appearances as the Red Guardian, which includes 2025's Thunderbolts*. He is also currently enjoying a run as Eric Frankenstein in the DCU's Creature Commandos, and he is perhaps best known for his role as Jim Hopper in Stranger Things.

Oscar Isaac - Marc Spector/ Moon Knight

Oscar Isaac as Moon Knight
Oscar Isaac

Lending his voice to an MCU animated project for the first time is Oscar Isaac, who is back for his role as Marc Spector/Moon Knight.

Moon Knight is seen as one of the Avengers fighting alongside Captain America in an attempt to solve a Hulk-related issue.

Isaac appears as Moon Knight for the second time in the MCU after leading his own Moon Knight solo series. Other major credits include the Star Wars Sequel Trilogy, Ex Machina, and Inside Llewyn Davis.

Kathryn Hahn - Agatha Harkness

Kathryn Hahn as Agatha Harkness
Kathryn Hahn

Coming back to the MCU for a third time in What If...? is Agatha Harkness star Kathryn Hahn.

Agatha is the star of her own movie-centric episode, in which she is the leading actress in her own silver-screen-age movie. She'll be seen working with Stark Pictures, showing off her incredible magic powers under the bright lights of Hollywood.

What If...? Season 3 is Hahn's second MCU appearance of 2024 after starring in Agatha All Along on Disney+. Hahn's work can also be seen in Bad Moms, Parks & Recreation, and We're The Millers.

Kumail Nanjiani - Kingo

Kumail Nanjiani as Kingo
Kumail Nanjiani

Making only his second MCU appearance to date in What If...? is popular comedian/actor Kumail Nanjiani as he brings Kingo back to the forefront.

Known as one of the Eternals, Kingo takes his acting skills from Bollywood to Hollywood as he becomes the co-star in Agatha Harkness' Stark-financed big-screen movie.

This show is the first time Nanjiani has been seen in the MCU since his debut in 2021's Eternals. Other major credits include The Big Sick, Stuber, and Obi-Wan Kenobi.

Dominic Cooper - Howard Stark

Dominic Cooper as Howard Stark
Dominic Cooper

Dominic Cooper gets his second episode of work in What If...?, coming back for Season 3 as Howard Stark.

Instead of running his weapons company, Howard takes his talents and ego to the movies as he finances his own movie production studio. Through that venture, he produces a new picture starring the powerful witch Agatha Harkness.

Cooper previously played Howard Stark in Captain America: The First Avenger and Hayley Atwell's Agent Carter series. His work is also featured in The Devil's Double, My Week with Marilyn, and Abraham Lincoln: Vampire Hunter.

James D’Arcy - Edwin Jarvis

James D’Arcy as Edwin Jarvis
James D’Arcy

Joining Howard as an assistant at his movie studio is his butler, Edwin Jarvis, once again played by James D'Arcy.

While Jarvis usually serves as Howard Stark's butler, this show sees him running around a soundstage taking care of anything his boss needs to make his movie come to life.

D'Arcy previously played the human version of Jarvis in Agent Carter and a key flashback scene in Avengers: Endgame. The English star is also notable for his roles in Cloud Atlas, Oppenheimer, and Dunkirk.

Laurence Fishburne - Bill Foster/Goliath

Laurence Fishburne as Bill Foster
Laurence Fishburne

For a second time in What If...?, Laurence Fishburne jumped into the voiceover booth to portray Bill Foster/Goliath.

His latest episode takes him back to his early days as a SHIELD agent and a superhero as he works to track down the Red Guardian and the Winter Soldier.

Fishburne previously played Bill Foster in What If...? Season 2 and Ant-Man and the Wasp. Along with credits in The Matrix and Mystic River, he is also part of a small group of actors with roles for both Marvel and DC after playing Perry White in 2013's Man of Steel.

America Ferrera - Ranger Morales

America Ferrera & Ranger Morales
America Ferrera

2024 Oscar-nominee America Ferrera makes her MCU debut in What If...? Season 3 as Ranger Morales.

Morales is a Park Ranger who assists Bill Foster in the manhunt for the Red Guardian and the Winter Soldier.

Ferrera was nominated for an Oscar for Best Supporting Actress after her performance in 2023's hit movie Barbie. She is also known for her work in Ugly Betty, Superstore, and the How to Train Your Dragon trilogy.

Piotr Michael - General Dreykov

Piotr Michael as General Dreykov
Piotr Michael

Piotr Michael takes on his first MCU project as the voice of General Dreykov after Ray Winstone played the live-action role in Black Widow.

In What If...?, Dreykov can be seen sending the Red Guardian out on his latest mission for the Red Room.

Michael's voiceover work can be heard in Young Jedi Adventures, The Wild Robot, and Arcane.

Kat Dennings - Darcy Lewis

Kat Dennings as Darcy
Kat Dennings

Marvel Studios veteran Kat Dennings is back to play Darcy Lewis, making her one of only a few actors to appear in all three seasons of What If...?.

Season 3 has Darcy return next to Howard the Duck as they wind up on an intergalactic cruise together alongside some shady characters.

What If...? is Dennings' fifth credit within the MCU, which also includes WandaVision and three of the four Thor movies. She can also be seen in 2 Broke Girls, Nick and Norah's Infinite Playlist, and Charlie Bartlett.

Seth Green - Howard the Duck

Seth Green, Howard the Duck
Seth Green

Coming back for the biggest project from his MCU tenure is Seth Green, who brings back his eclectic and eccentric Howard the Duck.

Howard joins Darcy on the aforementioned intergalactic cruise as he reveals a side to his character that has never been seen before.

Green now has four episodes of What If...? on his resume along with appearances in the first two Guardians of the Galaxy films. He is also part of the cast of That '90s Show, Robot Chicken, and Family Guy.

Samuel L. Jackson - Nick Fury

Samuel L. Jackson & Nick Fury
Samuel L. Jackson

Samuel L. Jackson, one of the MCU's longest-tenured stars, returns to the voiceover booth to bring Nick Fury back to the small screen.

Fury's role has only been teased minimally as fans saw him blast down into a snowy area during the What If...? Season 3 trailer.

Jackson has an astonishing 15 appearances as Nick Fury, including two cameos in Agents of SHIELD and playing the leading role in Secret Invasion. He is also known for playing Mace Windu in Star Wars and has other credits in Pulp Fiction, Kingsman: The Secret Service, and The Hateful Eight.

Tom Hiddleston - Loki

Tom Hiddleston as Loki
Tom Hiddleston

Tom Hiddleston is confirmed to bring back a version of Loki, the God of Mischief and the eventual God of Stories, in What If...? Season 3.

Hiddleston is set to play a role in the episode featuring Darcy and Howard the Duck, although he could be in either his Asgardian or Frost Giant forms, both of which have been seen before.

Hiddleston has nine appearances as Loki under his belt in the MCU, including both seasons of Loki on Disney+. He also has appearances in High-Rise, Kong: Skull Island, and The Night Manager. 

Michael Rooker - Yondu Udonta

Michael Rooker as Yondu
Michael Rooker

Rejoining the MCU as a fan-favorite character in What If...? is Michael Rooker, who will once again play the Ravager leader Yondu Udonta.

While Yondu's specific role has not been disclosed, he will be part of the mayhem seen on the cruise ship Darcy and Howard the Duck take for a vacation.

Rooker has five appearances in the MCU as Yondu, including What If...?, the Guardians of the Galaxy trilogy, and the Guardians' Holiday Special. Other major credits include F9: The Fast Saga, Creature Commandos, and The Suicide Squad.

Dominique Thorne - Riri Williams/Ironheart

Dominique Thorne, Riri Williams
Dominique Thorne

Dominique Thorne will make her first appearance in What If...? as she plays Riri Williams/Ironheart through voiceover.

Her episode will show Riri in a world where the Eternals never stopped the Emergence, eventually being recruited for a mission to take down an authoritarian Quinten Beck.

What If...? is Thorne's second of three confirmed projects as Riri Williams, and she is set to lead her own Ironheart series in 2025. Fans can also see her work in If Beale Street Could Talk, Freaky Tales, and Judas and the Black Messiah.

Alejandro Saab - Quentin Beck/Mysterio

Alejandro Saab, Mysterio
Alejandro Saab

Alejandro Saab will take on the voiceover role of Quentin Beck/Mysterio, who was previously played in live-action by Jake Gyllenhaal.

This episode will feature Beck leading an authoritarian regime in the remnants of Earth after the Emergence while Ironheart and a team of rebels look to take him down.

Saab's voice can also be heard in Hell's Paradise: Jigokuraku, Our Last Crusade or The Rise of a New World, and Re: Monster.

Emily VanCamp - Sharon Carter/Agent 13

Emily VanCamp as Sharon Carter
Emily VanCamp

Coming into What If...? for a minor role is Emily VanCamp, who has multiple MCU appearances under her belt as Sharon Carter/Agent 13.

This marks the actress' fourth time playing Sharon Carter in the MCU. VanCamp also has appearances in The Resident, Revenge, and Brothers & Sisters.

Tessa Thompson - Valkyrie

Tessa Thompson, Valkyrie
Tessa Thompson

MCU regular Tessa Thompson comes back for a second time as What If...? as Valkyrie in Season 3.

This season will feature Valkyrie as a member of the freedom fighters hoping to take down Quentin Beck's reign of terror.

Thompson has five credits in the MCU, including a surprise cameo in 2023's The Marvels. The actress is also known for the Creed trilogy, Annihilation, and Men in Black: International.

Michelle Wong - Ying Nan

Michelle Wong, Ying Nan
Michelle Wong

Taking over the role of Ying Nan from Michelle Yeoh is MCU newcomer Michelle Wong.

More commonly known as Shang-Chi's aunt, Ying Nan will be one of the freedom fighters hoping to recruit Riri Williams as they go up against Mysterio.

Wong can also be seen and heard in Abominable, Helldivers II, and Star Trek: Lower Decks.

Simu Liu - Shang-Chi

Simu Liu as Shang-Chi
Simu Liu

MCU fan-favorite Simu Liu is lined up to bring back his character, Shang-Chi, for What If...? Season 3.

Making his series debut, Shang-Chi will be seen as a cowboy in the year 1872, traveling the frontier in the Old West as he protects those in need.

What If...? is only Liu's second MCU appearance after playing the leading role in Shang-Chi and the Legend of the Ten Rings, and he is expected to be in the cast of Avengers: Doomsday. Fans can also see him in Barbie, Kim's Convenience, and Arthur the King.

Hailee Steinfeld - Kate Bishop

Hailee Steinfeld as Kate Bishop
Hailee Steinfeld

Hailee Steinfeld will be seen for the third time in the MCU as the young heroine Kate Bishop.

In What If...?, Bishop will be a cowboy in the Old West, teaming up with Shang-Chi in the year 1972 as she wields a pistol rather than a bow and arrow.

Steinfeld previously played Kate Bishop in Hawkeye and in a pre-credits scene from The Marvels. She is also the voice of Gwen Stacy in Sony's animated Spider-Verse movies, and she appeared in True Grit and Bumblebee.

Wyatt Russell - John Walker

Wyatt Russell as John Walker
Wyatt Russell

John Walker will play a role in What If...? Season 3, and he will be voiced by his live-action MCU actor Wyatt Russell.

This will mark the second of three MCU appearances for Russell, who will also play John Walker in 2025's Thunderbolts*. Fans can see his other work in 22 Jump Street, Overlord, and Monarch: Legacy of Monsters.

Meng’er Zhang - Xialing

Meng’er Zhang as Xialing
Meng’er Zhang

Coming back for a second MCU appearance in What If...? Season 3 is Meng'er Zhang, who will play Xu Xialing in the animated show.

Zhang first played Xialing, Shang-Chi's sister, in 2021's Shang-Chi and the Legend of the Ten Rings, whose post-credits scene set her up for a big future. She can also be seen in The Witcher.

Walton Goggins - Sonny Burch

Walton Goggins as Sonny Burch
Walton Goggins

Walton Goggins is in line to return to the MCU as Sonny Burch for an animated run in What If...?.

Goggins first introduced fans to Sonny Burch in 2018's Ant-Man and the Wasp. He also plays a leading role in as The Ghoul in Fallout along with having credits in Invincible and The Hateful Eight.

Hayley Atwell - Captain Peggy Carter

Hayley Atwell as Captain Carter
Hayley Atwell

Known as What If...?'s leading character, Hayley Atwell will return for one final run as Captain Peggy Carter in Season 3.

While there are no known details on her episode yet, Peggy is expected to return with a vengeance as she wields her vibranium shield and leads her team of heroes into battle.

Eight different projects in the MCU feature Atwell as one of numerous Peggy Carter variants, and she is also confirmed to play a role in 2026's Avengers: Doomsday. Outside the MCU, fans can see her in The Duchess, Christopher Robin, and Mission: Impossible — Dead Reckoning.

Jason Isaacs - The Eminence 

Jason Isaacs, The Eminence
Jason Isaacs

Legendary actor Jason Isaacs will make his first-ever MCU appearance as a mysterious character called The Eminence in What If...? Season 3.

Isaacs is perhaps best known for his role as Lucius Malfoy in six of the first eight Harry Potter movies. He also has credits in Star Wars: Rebels, The Patriot, and Mass.

Devery Jacobs - Kahhori

Devery Jacobs as Kahhori
Devery Jacobs

After making history in What If...? Season 2, Devery Jacobs will play Kahhori for another go-round in What If...? Season 3.

Kahhori is an original MCU character created for What If...?, and she will be seen fighting alongside Captain Carter and other heroes to close out the season.

Jacobs also played the role of Bonnie in Marvel Studios' Echo. Other credits include Reservation Dogs, Backspot, and Ark: The Animated Series.

Alison Sealy-Smith - Storm

Alison Sealy-Smith, Storm
Alison Sealy-Smith

Alison Sealy-Smith makes history for Marvel Studios with her role as Storm in What If...?. She previously voiced the Storm character in both X-Men: The Animated Series and 2024's X-Men '97.

This time, Storm will be recognized as the Goddess of Thunder, shocking the fandom as she wields Thor's mighty hammer, Mjolnir. Outside of that, her role remains a mystery.

Sealy-Smith can also be heard and seen in The Line, Delilah & Julius, and This Is Wonderland.

Natasha Lyonne - Byrdie 

Natasha Lyonne as Byrdie
Natasha Lyonne

Taking on the responsibility of playing a hero completely original to the MCU is Natasha Lyonne, who will embrace the character Byrdie for What If...?.

While most of her story is still a mystery, Byrdie quickly expects to join and help out the Avengers.

Lyonne is best known for her work in Poker Face,  but she can also be seen in Orange is the New Black, American Pie, and Big Mouth.

New episodes of Marvel Studios’ What If...? be released daily on Disney+ through Sunday, December 29.

- Related Articles:
- In This Article: What If...? (Season 2)
Release Date
December 22, 2023
Platform
Disney+
Actors
Jeffrey Wright
Genres
Action
Adventure
Animation
Fantasy
Sci-Fi
Superhero
- About The Author: Richard Nebens
Richard Nebens joined The Direct in March 2020, now serving as the site's Senior Writer and also working as an assistant editor and content creator. He started his journalism career as a hobby in 2019 and is passionate about sharing news and stories from the entertainment industry, especially comic book movies, comedy, and sci-fi. Richard looks to expand his knowledge about movies and TV every day, and he is eager to stay locked into the latest releases and breaking news at every opportunity.

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