Editor’s note: The following contains spoilers for Marvel’s What If…? Episode 3

While Avengers: Endgame brought an end to the Avengers as we know them, the new Marvel Studios Disney+ series What If…? revisited the OG lineup in its third episode this week. The animated show takes place in the multiverse and finds Jeffrey Wright’s The Watcher pondering different scenarios in different universes where small changes have major ripple effects – like what happens when Peggy Carter takes the super soldier serum instead of Steve Rogers, or if Yondu picks up T’Challa instead of Peter Quill?

Episode 3 deviates from this formula a bit in that it’s not revisiting a specific MCU movie like the previous two episodes (Captain America: The First Avenger and Guardians of the Galaxy, respectively). Instead, Episode 3 — which is titled "What If... The World Lost Its Mightiest Heroes?" — is a bit of a murder mystery as it takes place around the time of Iron Man 2 and finds the Avengers lineup being killed off one-by-one. It starts with Tony Stark, then Thor, then Hawkeye, and eventually nearly the entire Avengers lineup is dead and Black Widow is trying to piece together who, specifically, is behind this.

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Image via Marvel Studios

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The episode provides a great opportunity for some iconic MCU characters to return, but not every MCU actor reprised their role. First up in the What If voice cast, let’s take a look at who came back for the animated series:

Nick Fury – Samuel L. Jackson

Hank Pym / Yellow Jacket – Michael Douglas

Agent Coulson – Clark Gregg

Brock Rumlow – Frank Grillo

Clint Barton / Hawkeye – Jeremy Renner

Bruce Banner / Hulk – Mark Ruffalo

Loki – Tom Hiddleston

Lady Sif – Jamie Alexander

As you can see there’s a bit of a trend to who came back – the majority of these actors also appear in live-action Marvel Disney+ shows. Jackson returns as Nick Fury in the upcoming Secret Invasion, Renner stars in Hawkeye, Ruffalo is back in She-Hulk, and of course Hiddleston and Alexander were in Loki. There are still a couple, however, that made special exceptions, although contractually Douglas re-upped for Ant-Man 3 so one imagines Marvel could have made What If part of that contract renewal.

As for who didn’t come back, here are the characters who have different voice actors:

Black Widow – Lake Bell

Tony Stark / Iron Man – Mick Wingert

Betty Ross – Stephanie Panisello

General Ross – Mike McGill

Carol Danvers / Captain Marvel – Alexandra Daniels

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Image via Marvel Studios

It makes sense that Robert Downey Jr. isn’t back given that his Marvel contract ended with Avengers: Endgame, and ditto Scarlett Johansson and Black Widow. Plus, Liv Tyler hasn’t played Betty Ross since 2008’s The Incredible Hulk so her absence isn’t shocking. But it’s interesting that Brie Larson isn’t back as Captain Marvel despite reprising the role in the live-action sequel The Marvels. She’s not the only MCU actor to do this – Chris Pratt was also replaced in What If? Episode 2, but returns as Peter Quill in Guardians of the Galaxy 3 and the Guardians of the Galaxy Holiday Special. Of course, Dave Bautista went public with the fact that he wasn’t even asked to reprise his role as Drax in What If? Episode 2, so we can’t fully assume that contracts are entirely to blame for these absences.

Regardless, What If? Episode 3 brings back a pretty robust lineup of familiar faces, and folks like Bell do an excellent job of filling a role previously played by someone else.

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