Almost all the Avengers assembled!

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Warning: This article contains spoilers for Marvel's What If...?

The Avengers — along with many other characters from the Marvel Cinematic Universe — are assembling for What If…? But not every MCU actor returned to voice their character in the Disney+ animated series.

The MCU's first major foray into the multiverse introduces alternate versions of events from major Marvel movies in the wake of Loki destroying the Sacred Timeline in its season 1 finale. In one new timeline branch, for example, a seemingly inconsequential choice from Peggy Carter to stay in the room with Steve Rogers while he underwent the experiment to become Captain America resulted in Peggy becoming the first Avenger instead. As Peggy's choice rippled out to tell a new story, so will other iconic moments be reimagined throughout the rest of the season. So far, five episodes have aired, each one already changing the course of the MCU in shocking ways.

But is that really Hayley Atwell voicing Peggy as she becomes Captain Carter? And whose voice is behind the animated "skinny Steve Rogers" now that Chris Evans has wrapped his Marvel tenure? Here are all the MCU actors who returned for the Disney+ animated series — and who had to be recast — in every episode that's debuted so far. And be sure to check back here each week as we update this list.

WHAT IF…?
Peggy Carter, a.k.a. Captain Carter (voiced by Hayley Atwell), in 'What If…?'
| Credit: Marvel Studios

Uatu the Watcher: The first voice we hear in the premiere is actually a new addition to the MCU, as Jeffrey Wright takes on the role of the all-seeing, all-knowing narrator Uatu the Watcher. He's a major character from the comics; expect him to play a big role in this series.

Captain Carter: Peggy Carter is once again brought to life by Atwell, who has played her throughout many MCU films, two seasons of Agent Carter, and the short film Marvel One-Shot: Agent Carter. Though she's still fighting the same sexism and misogyny she's always faced, for the first time she's finally the superhero we (and Steve) always knew she could be. Only this time with super-soldier strength!

Skinny Steve Rogers: In this version of events, Steve never receives the super-soldier serum and therefore never becomes Captain America. He's also not voiced by Evans, who played Steve in the MCU to this point. Seasoned voice actor Josh Keaton takes over the iconic role, which is credited here as Skinny Steve Rogers for obvious reasons. But his new/old body doesn't stop him and Peggy from falling in love, because their romance is more than just skin-deep. And in episode 5, we see Steve Rogers as the Captain America we know and love from the movies just long enough for him to get turned into a zombie.

Bucky Barnes: With Captain Carter saving Bucky from becoming the Winter Soldier in that fateful fall from the train, Sebastian Stan is giving new life to his MCU character in What If…? This lighter, happier Bucky is somehow even more of a heartthrob, which is something we didn't know was possible until now. However his darker MCU version does return in episode 5 to fight the zombie apocalypse, Winter Soldier arm and all.

Howard Stark: Tony Stark's genius father is once again played by the wisecracking Dominic Cooper, and he creates an early Iron Man-like Stark suit for Steve to use in the war effort called the Hydra Stomper. Like father, like son!

Dr. Erskine: Stanley Tucci reprises his role as the scientist who created the super-soldier serum. But he gets a decidedly smaller part in this new timeline, as he dies in the attack that results in Peggy becoming Captain Carter.

Col. John Flynn: Bradley Whitford previously played this military officer in One-Shot: Agent Carter, and he's back to act sexist toward Peggy in What If…? after she becomes Captain Carter. Don't worry, he eventually stops trying to hold her back from winning the war just because she's a woman… but of course, he then takes all the credit for her success. Typical.

The Red Skull: Hydra supervillain Johann Schmidt, a.k.a. the Red Skull, has already gone through some recasting in the MCU. Initially played by Hugo Weaving in The First Avenger, the role was then taken on by Ross Marquand for Avengers: Infinity War and Avengers: Endgame. In What If…? Marquand returns to once again wreak havoc on Marvel romance, as Red Skull is the reason why Captain Carter and Steve Rogers are ripped apart by time. How rude.

Arnim Zola: Yes, that is Toby Jones voicing Hydra scientist Arnim Zola, reprising the role he's played throughout two Captain America movies as well as the Agent Carter series. He must be getting used to this character by now.

Dum Dum Dugan: Timothy Aloysius Cadwallader "Dum Dum" Dugan is the Howling Commando who is most seen throughout the MCU. And Neal McDonough returns to voice the character in animation after playing him in Captain America: The First Avenger, Agent Carter, the One-Shot: Agent Carter short, and Agents of S.H.I.E.L.D. Talk about a loyal soldier!

Nick Fury: No one does Nick Fury like Samuel L. Jackson, so it's a good thing he's back to voice the Avengers organizer in What If…? After his brief appearance in the premiere, he's back in a big way in episode 3 when he has the worst week ever as all his potential Avengers recruits are killed.

Clint Barton, a.k.a Hawkeye: Jeremy Renner is also back to voice the iconic archer in animation. And just like with Fury, his short appearance in the premiere was just a taste before episode 3 in which he accidentally kills Thor only to be murdered in S.H.I.E.L.D. custody shortly after. Not a very heroic ending.

T'Challa, a.k.a. Black Panther/Star-Lord: This is, sadly, late actor Chadwick Boseman's final MCU appearance as Wakandan king T'Challa — before his death, he recorded voiceover for multiple episodes. T'Challa is, of course, Black Panther in the movies, but in What If...?, he's accidentally taken from Earth by the Ravagers as a child, leading him to become Star-Lord instead of Peter Quill (Chris Pratt). And it makes complete sense that T'Challa would be the positive influence that could turn the lawless group of thieves and criminals into the galaxy's greatest heroes. He even convinces Thanos to give up his Infinity Stones crusade and desire for genocide with just one conversation. That's the power and influence this character has always had. And if this has to be his final story, it's a beautiful and perfect send-off. He has another powerful and poignant moment in episode 5 as well, when T'Challa is saved during the zombie apocalypse and reprises his moving "in my culture, death is not the end" speech for the remaining Avengers.

Thanos: Speaking of one of the MCU's greatest villains, Josh Brolin returns to voice this more docile (and shockingly hilarious) version of Thanos. And he's clearly having the most fun with his lines.

Drax the Destroyer: One of the Guardians of the Galaxy makes an appearance to reveal that T'Challa saved his family, and he's now happily working as a bartender. But MCU actor Dave Bautista does not actually voice this positive update. If you were wondering why the character sounded different, it's because that honor goes to voice actor Fred Tatasciore.

Nebula: Karen Gillan is back as blue-skinned alien assassin Nebula, but in this timeline, she gets to ditch her character's trademark seriousness and play her as charming femme fatale. She even calls T'Challa "Cha Cha"! This new universe sure is topsy turvy.

WHAT IF…?
Credit: Marvel Studios

Yondu Udonta: The leader of the Ravagers is once again played by Michael Rooker, only now Yondu has a softer side thanks to T'Challa's influence. But you can't take the Ravager out of Yondu; he lies to T'Challa about Wakanda being destroyed in an effort to keep him on his crew. Thankfully the truth comes out eventually, and T'Challa and Yondu become besties again.

Korath the Pursuer: Kree soldier Korath once again meets Star-Lord on Morag in this timeline. But this version of Korath — voiced by Djimon Hounsou, who portrayed him in the movies — actually is starstruck by Star-Lord, because he's now the well-known hero the MCU Star-Lord always wanted to be. Korath is so enamored with Star-Lord he ends up joining the Ravagers in episode 2.

T'Chaka: T'Challa's father King T'Chaka is alive and well in this universe, as opposed to the MCU version who died in Captain America: Civil War. He's still the leader of Wakanda, but this version has been searching for his missing son for 20 years, sending Wakandan spaceships all across the universe. He finally reunites with T'Challa in a tearful but joyous moment, and John Kani, who played T'Chaka in the movies, reprises the role and gives that scene even more emotion than was scripted. We're not crying; you're crying!

Okoye: While she doesn't play a major role in this new version of T'Challa's life as his righthand Dora Milaje, Okoye does make an appearance when he eventually returns to Wakanda. And thankfully, Danai Gurira is back to voice the fierce character in both episode 2 as well as play a larger role in episode 5's zombie apocalypse.

Taneleer Tivan, a.k.a. The Collector: Benicio Del Toro once again brings this eccentric character to life, but on What If...? he's filling the evil-villain vacuum left by Thanos. But he is eventually defeated by his own collection.

Carina: Leading the mutiny against the Collector is his abused and undervalued servant Carina. Ophelia Lovibond originated the role in Guardians of the Galaxy, and she's back to voice the animated version.

Kraglin: Sean Gunn voices the Ravager he plays in live action. You really think he'd let someone else do this easy part of a Marvel project after all the exhausting motion capture work he's done in the MCU? This guy has put in the time — let him enjoy this rewarding experience!

Taserface: Chris Sullivan reprises his Guardians of the Galaxy role because he's like, this isn't us, it's me.

Howard the Duck: After this character's blink-and-you'll-miss-it MCU scene, Seth Green voices the boozy billed captive once again. He's still part of the Collector's museum in animation, but now he gets a more substantial role as he helps direct T'Challa to where he needs to go.

Proxima Midnight: After playing this ruthless member of the Black Order with chilling grace in the movies, Carrie Coon is back to play Proxima Midnight in animation. But now instead of working for Thanos, she works for the Collector.

Ebony Maw: Another member of the Black Order returns! Tom Vaughan-Lawlor brought Ebony Maw to life in the movies, and he does it once again in animation.

Ego: Just because Peter Quill didn't get taken from Earth by the Ravagers (that honor goes to T'Challa now), that doesn't mean his family tree has changed. His evil father, Ego, who is literally a living planet and once again played by Kurt Russell, returns to find his biological son mopping floors in a Dairy Queen by the end of episode 2. Will this bring about the end of the world? It just might... but that's a story for another episode.

Tony Stark, a.k.a. Iron Man: Robert Downey Jr. hung up his iron suit at the end of Avengers: Endgame, so he passes the metal mask over to voice actor Mick Wingert for Tony Stark's brief appearance in episode 3 as the character is killed, the first of many potential Avengers candidates to die in this timeline.

Natasha Romanoff, a.k.a. Black Widow: Another Avenger killed in episode 3 is Natasha, but Scarlett Johansson didn't return to voice the character. Lake Bell steps in to play Black Widow in this timeline, although despite her best efforts she doesn't make it out of the episode alive.

Agent Phil Coulson: Clark Gregg is back… again! After wrapping up his long run on Agents of S.H.I.E.L.D., Gregg is back to voice the aviator-wearing agent in episode 3 as Fury's right-hand man. And while he's still got a bit of a man crush on Steve Rogers (see: his password), he's also now got his eyes on the "gorgeous" specimen that is Thor (who isn't voiced by anyone, since he's killed before he can even open his mouth).

Brock Rumlow, a.k.a. Crossbones: The fierce Hydra agent posing as a S.H.I.E.L.D. agent is once again voiced by Frank Grillo, and this time he gets bested by Natasha when she escapes his custody after she's accused of killing Tony Stark.

Betty Ross: No, Liv Tyler didn't return to the Marvel world after The Incredible Hulk. But her character Betty Ross does return in episode 3, this time voiced by Stephanie Panisello.

Bruce Banner, a.k.a. Hulk: While Edward Norton starred in The Incredible Hulk alongside Tyler's Betty Ross, in What If...? it's the current MCU version of Hulk who voices the character. Mark Ruffalo plays Bruce for one scene in episode 3, until he Hulks out so violently that he explodes and dies, but he returns in a big way in episode 5 as Bruce joins up with the few remaining Avengers to avert the zombie apocalypse.

General Ross: The third episode featured a lot of recast roles, as Mike McGill steps in for William Hurt to play General Ross.

Lady Sif: Jaimie Alexander shows up in episode 3 as Lady Sif when the Asgardian forces arrive on Earth.

Hank Pym, a.k.a. Yellow Jacket: In this timeline, Hank Pym isn't a legendary hero — he's the villain behind all the Avengers' murders. Michael Douglas voices the formerly heroic character in episode 3 after Natasha solves the mystery behind all the deaths, only for Hank to kill her immediately. It turns out his daughter Hope Van Dyne died on a S.H.I.E.L.D. mission outside Odessa, Ukraine, in this timeline, and he's killing all Fury's potential recruits as revenge. When he and Fury finally face off in an epic fight scene, he's defeated and taken into custody.

Loki: There's no one out there who can play the God of Mischief better than Tom Hiddleston, and he's back after season 1 of Loki to voice the character in animation. After Thor's death, Loki comes to Earth looking for revenge, and he brings the entire Asgardian army with him to find his brother's murderer. Once Fury figures out it's Hank Pym, Loki assumes the form of Fury to fight Hank and eventually wins thanks to his powers. He takes Hank into Asgardian custody to face justice, but then, Loki being Loki, decides that Earth is now his to rule. And without the Avengers to stop him, Fury decides he needs some new heroes to call on…

Captain Marvel: Early in episode 3, Fury used a familiar-looking beeper he keeps in his glove box. And at the end of the episode, the beeper's owner, Captain Marvel, shows up, ready for the fight against Loki. But Brie Larson doesn't voice her in animation; that would be Alexandra Daniels instead.

WHAT IF…?
Credit: Marvel Studios

Dr. Stephen Strange, a.k.a. Doctor Strange: What If...?'s version of Doctor Strange is a lot more tragic than the main MCU arc as he loses the love of his life and destroys his entire universe trying to bring her back. But Benedict Cumberbatch plays both the live-action and animated versions.

Christine Palmer: Rachel McAdams also returns to the MCU to plays Strange's lost love Christine Palmer as she dies over and over again despite everything he does to save her life. All he accomplishes is bringing about the end of that universe. It's not exactly a happy ending!

Christine Everhart: In a blink-and-you'll-miss-it moment in episode 4, journalist Christine Everhart is seen and heard giving a news report on the death of Christine Palmer. Leslie Bibb actually returned to perform that one line in the show after playing the character in Iron Man and Iron Man 2.

The Ancient One: After shocking Marvel fans by returning in Avengers: Endgame, Tilda Swinton once again reprises her role as the Ancient One in episode 4. Although this time she just voices the character's spirit since the Ancient One dies early in the episode and only returns to try and stop Strange from destroying reality. Her solution was to split Strange into two versions of himself in the hopes that one would stop the other from trying to alter the "absolute point" in time of Christine's death. But the evil Doctor Strange ended up winning the fight and brought about the end of that reality.

Wong: Benedict Wong reprises his role of Wong in episode 4, and much like he does in the trailer for Spider-Man: No Way Home, he tries to talk Strange out of messing with time. Emphasis on "tries" though, because it looks like no matter what timeline we're in, Strange never takes Wong's advice.

WHAT IF...? Episode 5
Zombie Captain America in 'What If…?'
| Credit: Marvel Studios

Vision: When Hank Pym accidentally unleashes a Quantum Realm zombie virus in episode 5, most of the world, including many Avengers, are infected. Vision is not human and therefore can't be turned, plus the Mind Stone keeps the zombies at bay. Vision even discovers that it can be used as a cure… before Bucky discovers that Vision has also been luring people to their deaths so he can feed them to his zombie bride, Wanda. Episode 5's shocking horror twist serves as a weirdly perfect follow-up to WandaVision, and Paul Bettany once again brings this character to life in yet another version of Vision and Wanda's romance (albeit an extremely twisted once). What is zombie horror if not love persevering?

Hope Van Dyne, a.k.a. the Wasp: Evangeline Lilly makes her What If...? debut in episode 5 as Hope Van Dyne uses her Wasp skills to fight the zombie apocalypse. And she does a great job… until she's scratched and infected. Knowing her time is limited, she sacrifices herself in a noble move to save the remaining Avengers in hopes they can find a cure.

Scott Lang, a.k.a. Ant-Man: The first human to be cured of the zombie virus is none other than Scott Lang, who was also one of the first to be infected. But in order for Vision to cure him, he ended up as a decapitated — but still alive! — head in a jar. Thankfully Scott was still able to talk and make dad jokes (his way of coping with trauma) even as a disembodied head, because that meant Paul Rudd could really let loose in the recording studio, which resulted in his lines being the one bright spot in an otherwise extremely dark episode.

Happy Hogan: While Happy didn't last long in the zombie apocalypse, Jon Favreau made every moment count in episode 5 as he joined up with the remaining Avengers trying to find a cure for the virus. Happy ended up as one of the first casualties of the episode, though. That's what happens when you send someone into a fight who's not battle-ready!

Sharon Carter: Another MCU player who doesn't make it out of episode 5 alive is Sharon Carter. Emily VanCamp returns to voice the character for all her epic fight scenes until she's infected and becomes a zombie. That's when Hope goes small, flies inside Sharon, and enlarges to normal size, exploding zombie Sharon in a bloody mess. It's an epic and gross way for her to go.

Kurt: Bet you didn't expect to see David Dastmalchian's Ant-Man character Kurt in What If...? — but he plays quite a big role in episode 5. He even stays alive long enough to mention his fear of Baba Yaga, staying true to who the character is in live action.

Peter Parker, a.k.a. Spider-Man: Unfortunately Tom Holland didn't pull double duty for Doctor Strange in the Multiverse of Madness and What If…? so the young voice and live-action actor Hudson Thames steps in to voice Peter in episode 5.

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What If...? (Marvel TV series)

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