TV Shows
Published January 31, 2024

‘What If…?’: Director Bryan Andrews Dives Into Season 2

Stream the new season now, exclusively on Disney+!

what if

What if…director Bryan Andrews peeled back the curtain on Season 2 of Marvel Studios’ What If…? It’s not something you have to imagine in this multiverse, as hopped on a video call with him to chat through all things Season 2 — and beyond.

Season 2 is now streaming exclusively on Disney+, taking viewers deeper into the non-linear paths of time, space, reality, and so much more. Familiar faces pop up (hello Peggy Carter) while also introducing entirely new ones to the ever-expanding Marvel universe (hello Kahhori!). If you want to go to space, you can. If you want to go back to 1602, you can do that, too. And if you’re looking for some holiday cheer, that also awaits in Season 2. So, whether you’re on your first watch or your fifth rewatch, here’s what Andrews had to say about bringing Season 2 to life, while also teasing what’s coming next… 

MARVEL.COM: Congrats on Season 2. I know it has long been in the works. What's it like finally seeing Season 2 in the world on Disney+?

BRYAN ANDREWS: It's cool. It's awesome seeing the crew and every one of the vendors, everyone worked so hard to try to make it what it is. So, to finally be out so that people can show their parents, that's what I was working on!

MARVEL.COM: Could you talk me through the process of starting with those very early storyboard drafts when we finally see something on Disney+? I know movies and TV shows, they go through so many revisions. But what is the process like for something like What If...?

BRYAN ANDREWS: In animation, a lot happens in the script phase. At least to try to get the script as close to what we think we want to shoot. Even then, sometimes you just discover things that you just don’t realize until you're trying to quote-unquote "create it," you know. And then, of course, then the ballooning runtime of the episode.

So, trims, cuts, extensions, all those things start coming into play. It's a little bit collaborative at that point. Then hopefully we get that stuff locked out enough to send to the vendor, and there's a little bit of change that can happen once we start in the layout phase and everything. Whatever we discover, that's when we start to lock it down, so by the time it's getting animated, hopefully, you know, it is what it is.

MARVEL.COM: Just like Season 1, everything is a standalone anthology episode, but there are major throughlines that carry to the finale. How did you determine what the major beats would be?

BRYAN ANDREWS: You know, it's funny. It's kind of organic. It's like how it was in Season 1, where Brad [Winderbaum] had the idea, “We need to have some things culminate at the end. We'll have the Guardians.” That fell together pretty easily because we decided early. We came up with an Infinity Ultron relatively early. We know that's got to be the big bad thing.

This one was a little bit different. Now we had Peggy Carter, or Captain Carter, as our spiritual throughline. We have the Watcher, and we have Captain Carter. We figured, OK, well, it's got to be something with her, just because we've got several episodes that are kind of tracking [her movement]. But, you know, we shotgun out so many episode ideas to Kevin [Feige]. Like 30 or something, 30 plus. Then he whittles them down the best he can to a season.

But he even can't! He's like, “There's too many that are just too good!” So, he gets it down to a list of 14. He's like, “Good luck, have fun, choose 9.” Once we at least have that parameter, now we can see which ones [will work] and we start seeing what we can do.

Things will start taking shape that way, once we start zeroing in on what actual episodes are being chosen for the season. Then we can kind of massage a few episodes specifically to be the ones that start revealing themselves once you start making certain choices.

MARVEL.COM: Is there anything from that giant list of titles you sent off that you loved and wanted to see happen, but just couldn't make happen for Season 2?

BRYAN ANDREWS: Yeah, there's tons. There was a there was a musical we wanted to do at one point. We're like, musical! I think we had four different ones that could have gone musical one way or another. We wanted to do Pet Avengers. There was a pirate one. I want to do this pirate one. Like, all pirates. Like, it's like Marvel pirates!

I really wanted to focus on Crossbones, where he's kind of thinking, “Why not hang up the swashbuckle and maybe settle down.” And [everyone is like], come out and party! He’s like, no, I don't feel like that anymore. Applying that to a swashbuckling world and a swashbuckling thing.

Pitching for Season 3, we had four different episodes that we wanted to try and get KISS involved. This is ridiculous. We had this one that was like a galactic Battle of the Bands, where villains and heroes are all competing, and they're all trying to do the best most awesome rock. The judges of the competition at the very end of this, it was going to be KISS. So, we had so many different episodes with getting KISS involved.

I wanted to go full, hardcore, mega genre. So, third season, we get to play with that a bit more, which is great. But still, there are ones that are left on the table. One of them was a crazy samurai one that was going to be just hardcore and just brutal and awesome. And it would sell a lot of toys. It was a little bit more Romeo and Juliet.

MARVEL.COM: Jumping to the 1602 episode, I want to dive into that. It's very inspired by the comics. You even use the Forerunner in the story. What was it like deciding just which characters were going to get that medieval treatment for it?

BRYAN ANDREWS: We just went for the characters that we wanted to have fun with. I think part of it was, we love Paul Rudd, and we love Sebastian Stan. You know, there's just certain people that you just want to bring back. You just want to work with them again.

And some of them just also because it just makes sense, They could be from Marvel's present, Marvel's past. It's that whole timeline, even its future gets compacted in that spot. That's why we had Red Skull there. Because it's like, oh, he was long gone, but time doesn't matter.

Then Tony being the mad scientist in his barn, just doing whatever. And actor Loki!  When Tom Hiddleston came in, we told him what we were doing. You're an actor and you're doing Shakespeare. And he's just like, well, I mean…

We didn't even write down the Hamlet or the Othello speech or any of these things. I wanted him to go off. He's such a trained Shakespearean actor, he just knows. He just hits it. He gave us so much other juice that we'll just never be able to use.

We had this gag when that final battle was going on like he thought it was awesome stage combat. It was just like he thought it was a play. And he's just like, this is amazing! Theater in the palace! I love it! You know, he was just riffing on such crazy stuff.

MARVEL.COM: I love that she showed up in the finale to fight alongside Captain Carter. Was that always the plan? Or was that just something you discovered along the way, that she’s powerful, she needs to come back?

BRYAN ANDREWS: I think once we were able to figure out what she was, then the idea is like, how do we bring her back? We were able to figure that tissue out relatively quickly, I think. She's too special to us. And hopefully to the fans, once they discovered her. Having her show up again in the series was just another way to kind of illustrate the idea that she's important.

MARVEL.COM: We've already touched on them a little bit, but I'd love to ask a little bit more about working with the talent. What is it like literally reassembling the Avengers to bring them to What If...?

BRYAN ANDREWS: It's great. I mean, we record everyone separately. It would be awesome if we could record them as a team, but you know, it's like herding cats. But it's amazing what we pull off what we do with them being separate. You know, it's all the planning and just trying to keep our ducks in a row.

Sebastian Stan's hilarious. He always comes in, he always seems like he's like, “yeah, I don't know, man…” It feels like he's shy or doesn't know. Like, am I doing this right? But we always get such great stuff from him. You know, he's such a perfect straight man, that Winter Soldier character.

There was an episode that was a Season 2 episode [that’s now Season 3], and that episode turned out great. When those guys got that material in the booth, they're able to riff on that a little bit. Especially David Harbour. He just ate that up. He is so damn funny and brought so much hilariousness to the to the lines and riffed on new things.

Cate Blanchett coming in for Hela. My gosh, it's like if we couldn't get her, we wouldn't do it. It's like, it has to be Hela. It has to be Cate Blanchett. Of course, Hayley Atwell, she's always game to play. She's come back multiple times, and she gets it. I still remember the first record for the very first episode, it was so smooth. It's truly a joy to work with her. She's so damn talented, they all are.

And Paul Rudd, we always joke that his characters in all the episodes tend to be kind of, like, a joke machine. He calls it out immediately. He's like, “So what am I doing?” He's like, oh, OK. I got it. OK, I get you, I'm a joke machine. All right!

MARVEL.COM: Diving into the future, what can you tease for Season 3?

BRYAN ANDREWS: I’m not supposed to tease. I want everything to be a surprise. I think people generally have a good time when they're surprised.

Having said that, there are a lot of surprises in Season 3! There's no way people can guess what's coming. We do get to push genre a little bit. I'm super excited about some of the ones that are coming up. There are a few that are just fantastic. I think everyone's going to nerd out because we get to push. And one of them's going to sell a lot of toys. I can say that. One of them for sure is going to sell a ton of toys!

But I can't say anything else other than that! They're all good. There's one that revisits characters from a Season 1 episode, but I won't say which. But there is one that there's some continuation a little bit. And that one's turning out to be quite hilarious and we do love it.

MARVEL.COM: I've got one more question, because there's another animated series coming up, too. We saw some Zombies quickly at the very end of Season 2. Is there anything you can tease about the upcoming Marvel Zombies?

BRYAN ANDREWS: Well, it's going to be pretty awesome. I mean it's TV-MA, it's hardcore. People die. And they die rough. So, there's still some laughs to be found here and there. It's not completely all horrible.

But, you know, we might prop you up with some laughs and some humor and some good times, and then and then we take stuff away. So, it's pretty brutal. There's huge action. There's great emotion. There's drama. There's all of it.

I can't wait for when people finally start to see or tease that stuff.  But I just hope we don't give stuff away because I think there's a lot of honest surprises throughout. And I think people going in colder would be a lot better. They'll be beyond surprised when they see some of the crazy stuff we have planned for them.

Time. Reality. It's changeable. Dive into the Multiverse with What If...? Season 2, now streaming on Disney+. 


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