Features and Columns · TV

‘What If…?’ Episode 5 Is A Marvelous Spin on ‘The Walking Dead’

When Marvel wanted to take advantage of the early aughts’ zombie pop-culture takeover, they turned to the demented mind of Robert Kirkman.
What If Episode Zombies
Marvel Studios
By  · Published on September 8th, 2021

Marvel Explained is our ongoing series where we delve into the latest Marvel shows, movies, trailers, and news stories to divine the franchise’s future. This entry explores What If…? Episode 5 and the comic book origins behind this week’s gluttonous zombies. Yes, prepare for SPOILERS.


So much of What If…? involves finding ways to defeat the Avengers. Things didn’t seem like they could get any bleaker after last week’s cataclysmic showdown between the two Doctor Stranges, but then Bruce Banner drops from the sky and lands on an Earth that’s already lost to George A. Romero’s zombie plague. The sometimes-Hulk hopes to warn our planet of Thanos’ impending doom, but it’s the Mad Titan who should be worried. Earth’s mightiest heroes are already infected, and their ravenous gut-munching hunger matches their superpowers.

The episode is humorous for a moment. Ebony Maw and Cull Obsidian arrive in New York City to deliver their oh-so-menacing “Children of Thanos” speech and quickly fall beneath Tony Stark’s teeth. Banner watches in comical horror as his friends make meals from Thanos’ best. And before Wong does the same to Banner, Wasp, Spider-Man, and Doctor Strange’s magical cloak swoop to the rescue.

“What If… Zombies?”

We learn how Hope’s family is to blame for these Marvel zombies. In Hank Pym’s desperate desire to retrieve his wife from the Quantum Realm (as originally experienced in AntMan and the Wasp), he also brings a deadly virus back to our plane of reality. Scott Lang goes down first, and soon after, so do the other Avengers. The world didn’t stand a chance with Nick Fury’s super-secret boy band craving flesh and brains.

What If…? Episode 5 teases the viewer’s optimism. If Wasp, Spidey, and Buckey Barnes can survive Armageddon, then maybe there’s still some hope for our planet. The remaining heroes race to Camp Lehigh, Captain America’s birthplace, and discover Vision. The Synthezoid has created a defense using his Mind Stone’s strange properties as a zombie-deterrent. Only one problem, he loves Wanda too much, and despite her undead form, he’s maintaining her happiness by feeding her pieces of T’Challa.

Spidey, T’Challa, and Scott Lang’s severed head barely escape. They plan to make their last stand in Wakanda, but sadly for him, Thanos has beaten them to their destination. What If…? Episode 5 concludes with an Infinity Gauntlet-empowered zombie Titan snarling at the screen. The remaining Avenger-scraps have little hope.

Marvel Meets The Walking Dead

If you think this week’s episode is grim, you should read the comics that serve as inspiration. Originally conceived in the pages of Ultimate Fantastic Four #21 by writer Mark Millar and artist Greg Land, the Marvel zombie universe was accidentally contacted by a young Reed Richards who was actually seeking his prime-616 double. 61-what now?

Thanks to What If…?, Loki, and Spider-Man: No Way Home, Marvel Cinematic Universe audiences are finally becoming familiar with the Multiverse concept. The 616 universe is the one where Marvel Comics originated. So your favorite versions of Spider-Man and the Avengers live there. The Ultimate Universe, a.k.a. Earth 1610, is a younger reality born from Marvel’s desire in the early aughts to contemporize their concepts.

The Ultimate Reed Richards eventually loses his mind and turns villainous, but he cracks into the Marvel zombie reality before he does that. Millar’s storyline proved extremely popular, and in 2005, Marvel hired Robert Kirkman to script a five-issue mini-series dedicated to this ghoulish dimension.

Two years earlier, Kirkman launched The Walking Dead over at Image Comics. The series proved the viability of George A. Romero’s Night of the Living Dead concept, and along with Zack Snyder’s Dawn of the Dead remake, helped usher in a new wave of zombie pop culture. Wanting to ride this wave, Marvel allowed their characters to be portrayed at their very worst.

Peter Parker Hates How Good Mary Janes Tastes

Robert Kirkman’s Marvel Zombies is a grotesque and utterly demented deconstruction. Kirkman tears right into what we love about these characters and how we never want to see them fail by infecting goody-two-shoes like Peter Parker and Steve Rogers with the zombie virus. Where What If…? Episode 5’s zombies merely lurch, snarl, and eat; Robert Kirkman’s Marvel zombies never cease with their patter as they do so.

There is nothing funnier or more tragic than a Peter Parker who must eat Mary Jane but feels awful while doing it. He loves her deeply, but the ravenous call inside his rotting belly trumps his infatuation. Reading Marvel Zombies is uncomfortable in a way that What If…? Episode 5 never is.

As you know from watching or reading The Walking Dead, Robert Kirkman is a monster when it comes to torturing his protagonists. He gets a thrill in claiming your favorites and shoving them through the meat-grinder. Given the opportunity to turn his dark magic upon the Marvel universe, Kirkman leans heavily into gratuitous revulsion, refusing to remove our heroes’ morality as they stuff their guts with more innocent guts.

You either laugh your way through Marvel Zombies or you throw it against the wall when Giant-Man bites off Wasp’s head. The series concludes with Galactus’ arrival, an event we still await in the MCU. The cosmic planet-eater is always a threat to Earth, but one should not eat a planet that can eat back. Kirkman would return to this heinous realm for one more mini-series, but afterward, many other writers and artists take over the concept. A zombified Marvel universe contains an undying attraction. Hence its prominent place in What If…?

To Be Continued…

Episode 5 ends abruptly. Thanos for the win, but we’re also starting to get the sense that there might be more to these mirror realities than previously conceived. There appears to be more sorrow in Uatu, the Watcher’s narration. He sounds fed up and a little disappointed. The peeper is tired of peeping, observing only misery in these splinter realities.

We’re more than halfway through What If…? with only four episodes remaining. Captain Carter is destined to return. And based on trailers, so is T’Challa’s Star-Lord and Peter Parker’s Spider-Sorcerer. Place your bets on The Watcher, whether he’s going to interact finally or not. Wagering against his involvement will prove foolish. In the comics, our beloved bald snoop always bends his job description. The Watcher inevitable does more than watch.

What If…? Episode 5’s sudden end feels more like a “To Be Continued…” than any other climax from the series. There’s more to say here, and the show desperately needs a hopeful injection. We’ve gotten some rah rah rah heroism throughout the show, but too often, these episodes leave us downtrodden. Uatu, we’re begging you, lend these struggling heroes a hand.

Related Topics: ,

Brad Gullickson is a Weekly Columnist for Film School Rejects and Senior Curator for One Perfect Shot. When not rambling about movies here, he's rambling about comics as the co-host of Comic Book Couples Counseling. Hunt him down on Twitter: @MouthDork. (He/Him)