About Marvel’s WHAT IF…? Fun Facts and Behind-the-Scenes Stories


WHAT IF…? Behind The Scenes Stores

Marvel’s WHAT IF…? not only delves into unsung corners of the MCU and its multiverse, it has a fascinating behind-the-scenes development story. This Disney+ animated series flips the script on the MCU, reimagining famous events from the films in unexpected ways. What if Peggy Carter was injected with super soldier serum instead of Steve Rogers? What if T’Challa became Star Lord instead of Peter Quill? Let’s take a look at six Behind-the-Scenes Facts while we eagerly await the next episode. While you read and wait, have a listen to the soundtrack for Episode 1, available on all streaming music services

Fun Fact #1 WHAT IF…? is inspired by The Twilight Zone.

“It’s an anthology,” says executive producer Brad Winderbaum. “The Watcher introduces us each week to these alternate storylines— each a kind of cautionary tale in the spirit of ‘The Twilight Zone.’ We bounce around genres and tone—some episodes will be dramatic; some will be tragic or comedic.”

Director Bryan Andrews agrees. “It’s fun,” he says. “Every episode is its own little sandbox to play in. There’s action, comedy, emotion and a bunch of stuff in between. It’s very reminiscent of the movies, but we tried to push it, too. I think there’s something for everyone.” 

WHAT IF…? is directed by Bryan Andrews with AC Bradley as head writer, and the series is executive produced by Brad Winderbaum, Kevin Feige, Louis D’Esposito, Victoria Alonso, Bryan Andrews and AC Bradley.

WHAT IF Behind-The-Scenes Fun Fact #2 The director is a Star Wars: Clone Wars microseries veteran.

WHAT IF…? Director Bryan Andrews has been a storyboard artist for over 20 years, working on all the MCU films since Iron Man II in 2010. “He’s boarded many of our major action sequences over the years,” says executive producer Brad Winderbaum. “He’s an animation director and has been behind some of the best animated shows, like the original Star Wars: Clone Wars.” 

In fact, Andrews has had a great working relationship with Genndy Tartakovsky (Clone Wars creator), working as a writer and artist on Genndy Tartakovsky’s Primal, which was recently nominated for an Emmy for outstanding animated program. Andrews’ credits also include Sym-Bionic Titan and Samurai Jack, winning two Emmys for the latter.  

WHAT IF…? marks the first time in 20 years that Andrews takes the helm as director. The opportunity allowed him to summon everything he knew about animation, the MCU and storytelling. “We’d get together and basically nerd out,” says the director. “We had an embarrassment of riches in terms of characters, storylines, twists—the sky’s the limit, really.”

Fun Fact #3: WHAT IF…? Behind-the-Scenes story development began with 30 loglines, headed by powerhouse writer AC Bradley.

Behind-the-scenes of WHAT IF…? story development, head writer AC Bradley knew she wanted to write for Marvel Studios the day she saw Iron Man. She originally came in to pitch for Captain Marvel, but that didn’t work out due to “other obligations” according to producer Brad Winderbaum. Fortunately, Winderbaum’s kids were watching Guillermo Del Toro’s Trollhunters on Netflix, and Bradley was a writer on that show. “We brought her in and she understood what we wanted to do immediately. She came back and pitched this emotional character-focused version of the Captain Carter story.”

Bradley said that narrowing down which stories to do was the hardest part. “We looked at the big moments of the MCU and thought about ways to twist them—that’s where we started,” she says. “We came up with 30 loglines and pitched them to Kevin Feige. He picked 25 of them. That was big, because we knew we were on the right track. But then we had to narrow it down more, and eventually found our season.” 

AC Bradley began her television career as a writer on The CW’s comic book series Arrow, then went on to earn an Emmy Award for best writing on Trollhunters. She went on to serve as head writer on Neflix’s two-season run of the Trollhunters spin-off, 3Below: Tales of Arcadia.

AC Bradley Fun Facts:

  • Bradley has sold pilots and features to Blue Sky Animation, Walt Disney Studios, and Warner Bros.
  • She lives in Los Angeles, and was once banned from Tinder for creating a profile from the point-of-view of an Iron Man action figure who ‘lives’ on her desk. 
  • If you like the first episode of WHAT IF…?, then get comfy – Bradley is also the consulting producer and writer for the upcoming Ms. Marvel Disney+ series!

Fun Fact #4 – WHAT IF…? shares design inspiration with Lady and the Tramp

The animation of WHAT IF…? begs us to learn the behind-the-scenes inspiration. While watching WHAT IF…?, I was immediately struck by the saturated, gorgeous colors – it seemed as if a comic book jumped off the page and came to life before my eyes (my review available here). According to Director Bryan Andrews, the look of the series is illustrative. “We reached back in time and looked at classic American illustrators,” says the director. “There’s a certain kind of heroic, hyper-realized, super-idealized look that feels iconic. There’s a style to it but it’s not pushed or cartoony.”

For example, the filmmakers leaned into renowned artists like J.C. Leyendecker—a pioneer known for his iconic ads and magazine covers including The Saturday Evening Post.

“Leyendecker inspired Norman Rockwell,” says director Bryan Andrews. Disney’s ‘Lady and the Tramp’ was also something we looked at because there’s not a lot of harsh line work—it’s always beautifully painted.”

Even though I feel that this series is a comic book brought to life, they were not a direct reference, according to Andrews. “One of our first thoughts was to go straight-up Jack Kirby or Steve Ditko,” says Andrews. “We ended up going in another direction, but we all grew up with those classic panels and compositions—it’s in our brains—so it comes out here and there.”

Head of visual development and character design Ryan Meinerding agrees. “The comics were what we’d call our North Star—the characters were born in the comics. We’re trying to make our characters look as amazing as possible. Combining Leyendecker’s idealization of figures and forms with Marvel Studios’ Super Hero component was interesting. We wanted to make our characters look like they were monumental sculptures. It all equates to essentially wanting every frame of the show to read as a moving illustration. It’s almost painterly—although there are no brushstrokes, the whole thing should end up feeling like a painting.”

While the style is consistent across the series, each episode in WHAT IF…? offers a unique story. Filmmakers were able to adapt within each episode, adjusting camera strategy and lens choices, adopting specific lighting approaches and color palettes. Says Meinerding, “They were flexible enough that when we went into space with T’Challa, the look is going to be different—more sci-fi—than the warm, golden colors we use in the Captain Carter episode.”

WHAT IF Behind-The-Scenes Fun Fact #5 – The Original Soundtrack for Episode 1 is available NOW

What If…Captain Carter Were The First Avenger? Original Soundtrack(Episode 1) features score by Emmy®-winning composer Laura Karpman. The release will be followed by the WHAT IF…? Original Soundtrack Episode 2 digital album available on August 27, with subsequent weekly releases for each episode of the series. 

Composer Karpman said, “I am so proud to be the composer of ‘What If…?’  Victoria Alonso, Brad Winderbaum and Bryan Andrews gave me the perfect composer playground, rooted in the Marvel experience and the freedom to explore outside of it! In episode one, I got to play with the traditional sound for Captain America and transform it. What a great experience!” 

Stream/Purchase here 

WHAT IF Behind-The-Scenes

Fun Fact #6 WHAT IF… ? features the voices of more than 50 MCU cast members who reprise their roles.

Upon my first watch I caught these illustrious names:

  • Chadwick Boseman – T’Challa (Black Panther)
  • Hayley Atwell – Peggy Carter (Captain Carter)
  • Dominic Cooper – Howard Stark
  • Sebastian Stan – Bucky Barnes (The Winter Soldier)
  • Stanley Tucci – Dr. Erskine
  • Toby Jones – Zola
  • Djimon Hounsou – Korath the Pursuer
  • Samuel L. Jackson – Nick Fury
  • Jeremy Renner – Clint Barton (Hawkeye)
  • Michael Rooker – Yondu
  • Clark Gregg – Agent Coulson
  • Mark Ruffalo – Bruce Banner (Hulk)
  • Tom Hiddleston – Loki
  • Jaimie Alexander – Lady Sif
  • Jeffrey Wright – The Watcher (narrator)

The WHAT IF Behind-The-Scenes Production Brief mentions even more recognizable voices in all nine episodes of this first season:

  • Andy Serkis
  • Angela Bassett
  • Benedict Cumberbatch
  • Benedict Wong
  • Benicio Del Toro
  • Bradley Whitford
  • Carrie Coon
  • Chris Hemsworth
  • Chris Sullivan
  • Clancy Brown
  • Cobie Smulders
  • Danai Gurira
  • David Dastmalchian
  • Don Cheadle
  • Emily VanCamp
  • Evangeline Lilly
  • Frank Grillo
  • Georges St-Pierre
  • Jeff Goldblum
  • John Kani
  • Jon Favreau
  • Josh Brolin
  • Karen Gillan
  • Kat Dennings
  • Kurt Russell
  • Leslie Bibb
  • Michael B. Jordan
  • Michael Douglas
  • Natalie Portman
  • Neal McDonough
  • Ophelia Lovibond
  • Paul Bettany
  • Paul Rudd
  • Rachel House
  • Rachel McAdama
  • Sean Gunn
  • Seth Green
  • Taika Waititi
  • Tilda Swinton
  • Tom Vaughan-Lawlor.

Marvel’s WHAT IF…? debuts Wednesday August 11th with each episode airing each Wednesday thereafter, only on Disney+. Join us each week on Fridays at 6:30pm PT for a Zoom discussion on the latest Star Wars and Marvel Disney+ series. Sign up for our Newsletter for the Zoom link!

For my review on the first episode of Marvel’s WHAT IF…? tv series, check out Review: Marvel’s WHAT IF…?: A Comic Book Brought to LIfe. And for a comprehensive list of Marvel comics that inspired this series, check out writer Eric Onkenhout’s post.

Directed by Bryan Andrews with AC Bradley as head writer, “What If…?” is executive produced by Brad Winderbaum, Kevin Feige, Louis D’Esposito, Victoria Alonso, Bryan Andrews and AC Bradley. Carrie Wassenaar is producer, and editors are Graham Fisher and Joel Fisher. Paul Lasaine is production designer, Ryan Meinerding is head of visual development and character design, and Stephan Franck is animation supervisor.

All quotes are courtesy of Disney+ Media Production Notes and Press Releases.