Warning! This post contains SPOILERS for What If…? Season 3, episode 3

Marvel’s What If…? Season 3 provides an exciting first look at what a Red Guardian and Winter Soldier team-up could look like in the MCU…before 2025’s Thunderbolts*. Set in a reality where Alexei Shostakov is discontent with his undercover assignment in the United States as seen in Black Widow, the Red Guardian instead decides to break protocol and join forces with Bucky Barnes’ Winter Soldier during one of his darkest known missions. The result is an exciting alliance between the two Russian operatives (with a surprising twist at its end).

In What If…? Season 3, episode 3, Red Guardian prevents the Winter Soldier from killing Howard and Maria Stark in 1991. As such, this creates a new timeline in which Alexei and Bucky become fugitives on the run from law enforcement (and SHIELD). With that in mind, here’s a recap of the new episode, our breakdown of the ending, and the biggest Easter eggs and references we found in What If…? Season 3.

What If…? Season 3 Episode 2 Spoilers & Key Story Takeaways

“What If… the Red Guardian Stopped the Winter Soldier?”

In 1991, Red Guardian isn’t pleased with his upcoming undercover assignment from General Dreykov to serve as a data analyst, so he secretly boards a plane to join forces with Bucky after hearing about the Winter Soldier’s upcoming mission based on intel from a Russian spy embedded in the US named Rook.
Red Guardian arrives just in time to stop Bucky from killing the Starks, wanting witnesses to strike fear in the hearts of Americans in the name of Russian superiority.
Law enforcement starts to arrive, turning Bucky and Alexei into fugitives with no extraction provided by the Red Room.
Believing Rook will help them escape the United States, Red Guardian and Winter Soldier head for Las Vegas, evading the police and Bill Foster’s Goliath.
Patching themselves up, Red Guardian helps The Winter Soldier recover a single memory from his past as Bucky Barnes. However, Barnes later receives secret orders from Dreykov to have Alexei terminated.
Arriving in Las Vegas, Bucky and Alexei discover that Rook is none other than Obidiah Stane, who simply sold intel in exchange for Hydra and the Russians killing the Starks. After the Winter Soldier kills Stane, the duo briefly fights Goliath before being cornered by Hydra.
Breaking his brainwashing, Bucky and Alexei go down swinging fighting Hydra. Winter Soldier is taken back into custody to receive more conditioning, though it’s revealed that Alexei escaped to start a new life as a gym teacher before Foster recruits him to join the Avengers.

What If…? Season 3 Episode 3’s Ending Teases A Major Reveal For The Main MCU

Was Obidiah Stane Really Behind The Stark Assassinations?

Believing that Rook was a true Russian hero fighting for the revolution against capitalism, Alexei is devastated to learn at the end of What If…? Season 3, episode 3 that Obidiah Stane is nothing more than a true American “capitalist pig” who was only looking out for his own self-interest. However, the revelation does help both Red Guardian and Winter Soldier turn against their handlers and generals, leading to their defiant last stand at the episode’s end. However, one has to wonder what this ending might mean for the main MCU timeline.

The only real established difference in this episode from the main MCU timeline is Alexei preventing the Starks’ murder. As such, it stands to reason that Stane’s role behind Hydra’s intel about the Starks and where they would be on December 16th, 1991 would also be true for Earth-616. If so, this makes the Starks’ murder and the MCU’s very first villain even darker with the revelation that Stane orchestrated the murder of Tony Stark’s parents years before he hired The Ten Rings to take out Tony himself as seen in 2008’s Iron Man.

What If…? Season 3 Episode 3’s Biggest Easter Eggs and References

Referencing Civil War, Avengers, Classic Video Games, And More

There are some pretty cool MCU nods and pop culture references made in What If…? Season 3, episode 3. Here are all the biggest ones we found:

1991 Footage From Civil War – Just like in Captain America: Civil War, grainy security footage from 1991 is shown of the night the Starks were assassinated, albeit changed in this reality to show Red Guardian’s involvement.
Dreykov’s Daughter – General Dreykov’s daughter Antonia is shown in a picture frame in his office, the future Taskmaster who will soon make her MCU return in Thunderbolts* alongside Red Guardian and Bucky.
Alexei Playing Tetris – Alexei is shown playing Tetris while waiting for his plane. The classic puzzle game was created in 1985 by Alexey Pajitnov, a Soviet software engineer.
Classic Winter Soldier Theme – While Bucky pursues the Starks, the haunting Winter Soldier theme from the live-action movies and show plays.
Bill Foster’s Goliath in Action – Played and voiced by Lawrence Fishburne, a younger Bill Foster is working for SHIELD and tracking down Alexei and Bucky, though his initial debut as Goliath was in What If…? Season 2.
The Voice Ranger Morales – Bill Foster’s primary partner in the episode, Ranger Morales is voiced by Oscar-nominated actress America Ferrera, known for her role in Barbie, Superstore, Ugly Betty, and the voice of Astrid in the How to Train Your Dragon movies.
Thelma & Louise Canyon Jump – Evading the police, Alexei and Bucky do a classic canyon car jump, much like Thelma & Louise which was released in 1991.
The Coney Island Hero – The one memory The Winter Soldier can recall is of Coney Island, a reference to Civil War when he recalls the same memories with Steve Rogers.
Red Guardian In 2012’s Avengers – Recruited by Bill Foster, Red Guardian is shown at the very end of the episode butting into the classic circle shot from 2012’s Avengers.

New episodes of What If…? Season 3 release daily at 3amET/12amPT on Disney+.