Marvel What If Season 2 Cast, Characters & Actors (Photos)

By Russ Milheim Posted:
Mark Ruffalo as Bruce Banner, Elizabeth Olsen as Scarlet Witch, Samuel L Jackson as Nick Fury

Here is a list of nearly all the cast and characters who appear in Marvel Studios’ What If…? Season 2.

The first season of the animated series was one of the MCU's first big foray into the Multiverse, introducing characters like The Watcher, Captain Carter, and Infinity Ultron. Now, Season 2 is streamed, and with it, loads of crazy alternate timelines.

These new episodes introduce the world to Avengers 1602, a brand new original superhero named Kahhori, Nebula becoming a Nova Corps member and more. 

The Cast, Characters, and Actors of What If…? Season 2

Disney, via an official project profile for Marvel Studios' What If...? Season 2, confirmed the main players returning for the series' new nine episodes, 32 of which are MCU actors who are reprising their characters from live-action to animation...

Jeffrey Wright - The Watcher

Jeffrey Wright as The Watcher What If...?
Marvel Studios

Jeffrey Wright returns as The Watcher, the cosmic entity watching over all existence and guiding the audience through the Multiverse.

Wright can also be seen in the recent movie American Fiction and projects such as The Batman, Asteroid City, and Westworld.

Karen Gillian - Nebula

Karen Gillian as Nebula What If...?
Marvel Studios

Nebula, voiced by Karen Gillian, has been known as the abused adopted child of Thanos since 2014’s Guardians of the Galaxy. The character leads an episode in this season of What If…? that sees what would have happened if Nebula was a member of the Nova Corps.

Outside of the MCU, Gillian also played a key role in Doctor Who and starred in movies such as Jumanji, Stuber, and The Big Short.

Michael Douglas - Hank Pym

Michael Douglas as Hank Pym What If...?
Marvel Studios

As the original Ant-Man, Michael Douglas has not seen too much action in the MCU. Thankfully, a show like What If…? exists to showcase what it would look like to see Hank Pym as a core Avenger.

Douglas is known for roles in Wall Street, Behind the Candelabra, Fatal Attraction, and The Kominsky Method.

Atandwa Kani - King T’Chaka

Atandwa Kani as King T’Chaka What If...?
Marvel Studios

Atandwa Kani's King T’Chaka is the father of T’Challa in the MCU and the man who held the Black Panther mantle before Chadwick Boseman's hero.

Kani played T’Chaka in Black Panther and can also been seen in Mandela: Long Walk to Freedom, Wild at Heart, and Life Is Wild.

Annette Bening - Dr. Wendy Lawson

Annette Bening as Dr. Wendy Lawson What If...?
Marvel Studios

Dr. Wendy Lawson, first played by Annette Bening in Captain Marvel, is a Kree scientist who is taking refuge on Earth.

Some recent projects of Bening’s include Jerry and Marge Go Large and Death of the Nile.

Laurence Fishburne - Bill Foster

Laurence Fishburne as Bill Foster What If...?
Marvel Studios

Laurence Fishburne’s Billy Foster was an old work partner of Hank Pym’s who first experimented with Pym Particles to grow in size.

Fishburne’s most famous project was the original The Matrix, and he recently played a key role alongside Keanu Reeves in the John Wick movies.

Kat Dennings - Darcy

Kat Dennings as Darcy What If...?
Marvel Studios

Darcy is a good friend to Jane Foster and most recently appeared in WandaVision, where she helped investigate the Westview anomaly. 

On top of her outings in the MCU, Dennings can also be seen in 2 Broke Girls, Big Mouth, and Dollface.

Kurt Russell - Ego

Kurt Russell as Ego What If...?
Marvel Studios

Kurt Russell’s Celestial Ego was first introduced in Guardians of the Galaxy Vol. 2 and is the biological father of Chris Pratt’s Peter Quill. While he was killed in the movie, What If…? gives the character another go at life.

Russell can currently be seen in Apple TV+'s Monarch: Legacy of Monsters and previous classics like Escape from New York and The Thing.

John Slattery - Howard Stark

John Slattery as Howard Stark What If...?
Marvel Studios

John Slattery played Howard Stark since 2010’s Iron Man 2, bringing to life the father to Robert Downey Jr.’s iconic Avenger.

The Good Fight, Next, and Mad Men are just some of the projects the actor can be seen in.

Sebastian Stan - Bucky Barnes/The Winter Soldier

Sebastian Stan as Bucky Barnes/The Winter Soldier What If...?
Marvel Studios

Sebastian Stan's Winter Soldier has a long past in the MCU, and this season of What If…? still manages to find new territory for the character.

Stan will be seen in the MCU next in 2025’s Thunderbolts and also plays a role in titles such as Pam & Tommy and Dumb Money.

Mace Montgomery Miskel - Young Peter Quill

Mace Montgomery Miskel as Young Peter Quill What If...?
Marvel Studios

Mace Montgomery Miskel gives his voice as a young Peter Quill, particularly one who ended up being given over to Ego instead of sticking around with Yondu.

In the live-action Guardians of the Galaxy movies, young Peter Quill is portrayed by Wyatt Oleff, not Miskel.

Miskel did not play does not have many screen credits, but some of the ones he has are in Chicago Fire, Chicago Med, and 4400.

Madeleine McGraw - Young Hope Van Dyne

Madeleine McGraw as Young Hope Van Dyne What If...?
Marvel Studios

Long before she was the Wasp, a young Hope Van Dyne had a father who secretly possessed the ability to shrink to the size of an ant. 

McGraw can be seen as Gwen in The Black Phone and played Amber Barnes in Outcast.

Jon Favreau - Happy Hogan

Jon Favreau as Happy Hogan What If...?
Marvel Studios

Jon Favreau's Happy Hogan may have just been one of Tony Stark’s helpers in the MCU, but in some other timelines, life got quite a bit more exciting for him.

Favreau also plays parts in Chef, Swingers, and The Jungle Book. Outside of acting, He is a key creative voice behind The Mandalorian, The Book of Boba Fett, and Ahsoka.

Sam Rockwell - Justin Hammer 

Sam Rockwell as Justin Hammer What If...?
Marvel Studios

Justin Hammer was first introduced in 2010’s Iron Man 2, but he has not been seen since. In an alternate universe, however, Sam Rockwell’s villain might have visited the Avengers long after incarceration.

Fans can see Rockwell in Confessions of a Dangerous Mind, Seven Psychopaths, and F is for Family

Jeff Goldblum - The Grandmaster

Jeff Goldblum as The Grandmaster What If...?
Marvel Studios

The Grandmaster, played by Jeff Goldblum, rules Sakaar and its gladiatorial games—a position he held long before Hulk ever arrived at his doorstep.

Goldblum is best known for his role as Malcolm in Jurassic Park, The Fly, and Independence Day.

Cynthia Kaye McWilliams - Gamora

Cynthia Kaye McWilliams as Gamora What If...?
Marvel Studios

Cynthia Kaye McWilliams brings her talents to the animated Gamora. Audiences will see the Deadliest Woman in the Galaxy on a quest to avenge her father’s defeat—though it might play out a little differently than expected.

Other projects of McWilliams’ include Bosch: Legacy, Starfield, and Average Joe.

Taika Waititi - Korg

Taika Waititi as Korg What If...?
Marvel Studios

Korg is everyone’s favorite walking rock man and appears in more than one episode this season.

On top of acting, Waititi is known for his directing as well, which includes Thor: Ragnarok, Thor: Love and Thunder, and Next Goal Wins.

Hayley Atwell - Peggy Carter/Captain Carter

Hayley Atwell as Peggy Carter/Captain Carter What If...?
Marvel Studios

One of the key characters of Season 1, Hayley Atwell's Peggy Carter, is back as Captain Carter. Not only does she get to continue her own story, but there might be a few more surprises along the way.

Outside of her extensive work in the MCU, Atwell plays roles in Mission Impossible - Dead Reckoning Part One, 3Below: Tales of Arcadia, and Conviction.

Lake Bell - Natasha Romanov/Black Widow

Lake Bell - Natasha Romanov/Black Widow What If...?
Marvel Studios

While the key Black Widow Variant seen in the Season 1 finale will not be returning, Lake Bell is back to bring her voice talents to new versions of the hero.

Bell has also played Poison Ivy in Harley Quinn for four seasons, alongside live-action projects such as In a World…, No Escape, and No Strings Attached.

Josh Keaton - Steve Rogers/Captain America

Josh Keaton as Steve Rogers/Captain America What If...?
Marvel Studios

Josh Keaton is back as Captain America in several episodes, though one of his key roles is as the Variant which Captain Carter learns is still alive as a Russian asset.

Keaton’s extensive voice work resume includes The Spectacular Spider-Man, Hercules, Voltron: Legendary Defender, and more.

Mick Wingert - Tony Stark/Iron Man

Mick Wingert as Tony Stark/Iron Man What If...?
Marvel Studios

Mick Wingert’s Tony Stark was all over Season 1, and he is back for several appearances as Iron Man for this new set of episodes.

Wingert’s voice can be heard in other projects like Arcane, Goosebumps 2: Haunted Halloween, and Ultraman.

Samuel L. Jackson - Nick Fury

Samuel L. Jackson as Nick Fury What If...?
Marvel Studios

The head of SHIELD and the man who formed Earth-616’s Avengers is back, and Samuel L. Jackson returns to keep his iconic voice alongside the role.

Jackson is known for his roles in The Hateful Eight, Snakes on a Plane, and Pulp Fiction.

Elizabeth Olsen - Wanda Maximoff/Elizabeth Olsen

Elizabeth Olsen - Wanda Maximoff/Elizabeth Olsen What If...?
Marvel Studios

Elizabeth Olsen is back as Wanda Maximoff, but fingers crossed it can be in a more peaceful role compared to Scarlet Witch's days as a zombie.

Outside of her MCU duties, Olsen can be seen in the recent Max series Love & Death and will be playing Mia in The Assessment.

Chris Hemsworth - Thor

Chris Hemsworth as Thor What If...?
Marvel Studios

Audiences are plenty familiar with Chris Hemsworth’s Thor, the God of Thunder.

Hemsworth also leads the Extraction series and will play a key role in the upcoming film Furiosa: A Mad Max Saga.

Cobie Smulders - Maria Hill

Cobie Smulders as Maria Hill What If...?
Marvel Studios

While Cobie Smulders’ Maria Hill died in Secret Invasion, What If…? Season 2 gives the former agent of SHIELD some more time in the super-powered universe. 

Smulders is most known for her role in How I Met Your Mother and will also be in the upcoming Sharp Corner and Cupid & Me.

Mark Ruffalo - Bruce Banner

Mark Ruffalo as Bruce Banner What If...?
Marvel Studios

Mark Ruffalo's Bruce Banner is known for being a brilliant scientist but also hides a big green rage monster named The Hulk.

Poor Things is the most recent big-screen undertaking of Ruffalo’s, and he can also be seen in All the Light We Cannot See, The Adam Project, and I Know This Much Is True.

Tessa Thompson - Valkyrie

Tessa Thompson as Valkyrie What If...?
Marvel Studios

Valkyrie, played by Tessa Thompson, is now King of Asgard, but she was once in self-exile on the planet of Sakaar, drinking her sorrows away.

Thompson’s previous projects include Creed, Annihilation, and Passing.

Jude Law - Yon-Rogg

Jude Law as Yon-Rogg What If...?
Marvel Studios

Jude Law’s Yon-Rogg was the foil to Brie Larson's Captain Marvel for her solo outing, but audiences have not seen him since.

Fans can look forward to seeing Law in the upcoming Star Wars series Skeleton Crew, which will be released at some point in 2024.

Michael Rooker - Yondu Udonta

Michael Rooker as Yondu Udonta What If...?
Marvel Studios

The death of Michael Rooker’s Yondu Udonta remains one of the saddest MCU moments for many, but the loveable misfit still finds ways to return now and then.

Some of Rooker’s previous projects include Slither, The Suicide Squad, and The Rookie.

Seth Green - Howard the Duck

Seth Green as Howard the Duck What If...?
Marvel Studios

Seth Green’s Howard the Duck started as a simple joke at the end of Guardians of the Galaxy but has gone on to briefly appear in multiple projects.

Green is known for his work on Robot Chicken, Family Guy, and Stargirl.

Peter Serafinowicz - Garthan Saal

Peter Serafinowicz as Garthan Saal What If...?
Marvel Studios

Peter Serafinowicz’s Garthan Saal is one of the first Nova Corps members audiences ever see, as he’s part of the team to arrest the Guardians of the Galaxy right after they all meet each other.

The actor can also be seen in The Tick, Shaun of the Dead, Chicken Run: Dawn of the Nugget, and more.

Fred Tatasciore - Groot

Fred Tatasciore as Groot What If...?
Marvel Studios

The fan-favorite sentient tree is back for more, though, this time, he’s not voiced by Vin Diesel—instead, the privilege goes to Fred Tatasciore.

Tatasciore has lent his voice to 100 episodes of Family Guy and other animated projects like Invincible, Baby Sharks Big Show!, Carol & The End of the World, and more.

Jeremy Renner - Hawkeye

Jeremy Renner as Hawkeye, What If
Marvel Studios

Jeremy Renner, everyone’s favorite MCU archer (alongside Hallie Steinfeld’s Kate Bishop, of course) is back for some fun alternate tales. Hawkeye appears in at least two episodes of the second season, one of which is the Die Hard-inspired holiday outing, "What If… Happy Hogan Saved Christmas?"

Outside of his Marvel Studios projects, Renner is known for The Hurt Locker, Arrival, and Major of Kingstown.

Devery Jacobs - Kahhori

Devery Jacobs as Kahhori What If...?
Marvel Studios

Devery Jacobs plays an original Marvel Studios creation in Kahhori, who is a Mohawk woman who discovers a lake imbued with the power of the Tesseract, leading to her life, and the future of her people, to be changed forever.

Jacobs played Elora Danan Postoak in the television series Reversation Dogs.

Benedict Cumberbatch - Doctor Strange Supreme

Benedict Cumberbatch as Doctor Strange Supreme What If...?
Marvel Studios

The time-displaced Doctor Strange Supreme, a sorcerer without a reality to call home, returns for Season 2, as does his voice actor, Benedict Cumberbatch.

Cumberbatch’s previous projects include Star Trek Into Darkness, Sherlock, and The Power of the Dog.

Josh Brolin - Thanos

Josh Brolin as Thanos What If...?
Marvel Studios

While Josh Brolin's Mad Titan Thanos doesn’t play a large role in any of Season 2’s episodes, the iconic villain does show his face now and then.

While Brolin is heavily known for his work in making Thanos an iconic villain in pop culture, he’s also had roles in No Country for Old Men, Deadpool 2, and Dune.

Cate Blanchett - Hela

Cate Blanchett as Hela What If...?
Marvel Studios

Hela is Thor's biological sister, who once was one of Odin’s key weapons in his campaign of conquest. She’s the Goddess of Death and leads forces from Hel itself.

Blanchett played Galadriel in Peter Jackson’s Lord of the Rings movies and also appeared in Blue Jasmine, Carol, and The School for Good and Evil.

Feodor Chin - Wenwu

Feodor Chin as Wenwu
Marvel Studios

Wenwu, Shang-Chi’s father, has a different voice in his animated incarnation thanks to Feodor Chin. It would be wise for audiences to remember that Wenwu was active for a long time before his son and daughter ever came into the picture.

Chin’s voice might be familiar to Overwatch players, as he voices Zenyatta.

Idris Elba - Heimdall

Idris Elba as Heimdall What If...?
Marvel Studios

Idris Elba’s Heimdall was Asgard’s watchful eye before his untimely death at the hands of Thanos—at least, that’s how the story played out on Earth-616.

Elba recently headlined the Apple TV+ series Hijack and is known for other projects such as Luther, Beasts of No Nation, and Beast.

Tom Hiddleston - Loki

Tom Hiddleston as Loki What If...?
Marvel Studios

Before becoming the watcher of the entire Multiverse or even meeting the TVA, Tom Hiddleston’s Loki was the iconic God of Mischief.

Outside of the MCU, Hiddleston can be seen in The Essex Serpent, The Night Manager, and Kong: Skull Island.

Paul Rudd - Ant-Man

Paul Rudd as Ant-Man What If...?
Marvel Studios

While Paul Rudd may have starred as the titular hero to one of 2023’s most panned superhero projects, Ant-Man and The Wasp: Quantumania, he remains a fan-favorite, size-changing hero to many.

Some of Rudd’s recent appearances include Only Murders in the Building, Teenage Mutant Ninja Turtles: Mutant Mayhem, and The Shrink Next Door.

What If...? releases new episodes daily on Disney+ starting on December 22.

- In This Article: What If...? (Season 2)
Release Date
December 22, 2023
Jeffrey Wright
- About The Author: Russ Milheim
Russ Milheim is the Industry Relations Coordinator at The Direct. On top of utilizing his expertise on the many corners of today’s entertainment to cover the latest news and theories, he establishes and maintains communication and relations between the outlet and the many studio and talent representatives.