What If…? Season 3, Episode 5 Voice Cast: Who’s Who, From Riri Williams to Mysterio

Ironheart/Riri Williams (Dominique Thorne) in Marvel Animation's WHAT IF...? Season 3, exclusively on Disney+. Photo courtesy of Marvel Animation. © 2024 MARVEL. All Rights Reserved.

After four extremely goofy episodes, What If…? turned full dark, no stars for Episode 5, “What If… The Emergence Destroyed The Earth?” And while we did get one very big MCU return in the cast, most of the rest are (still excellent) veteran voice actors. Wondering who’s who in the What If…? Season 3 Episode 5 voice cast? That’s what this article is about, yo.

But first, a recap for the episode, and spoilers past this point! While the title event is the kick-off, it’s more of a backdrop. We’re told that Tiamut, the Celestial sleeping in the center of the Earth, emerged before the Eternals united to stop him. What’s left is a literally broken world, and that allows Quentin Blake, aka Mysterio, to take over Stark Industries — as he planned to do in Spider-Man: Far From Home. Using his illusion tech, he then takes over the world, after corrupting White Vision (see the end of WandaVision for more on that) and the Iron Legion (aka Iron Man robots from Age of Ultron).

It’s a lot of continuity for the setup, but the thrust is that Riri Williams (last seen in Black Panther: Wakanda Forever) is the only one knowledgeable enough to use analog tech to fight back against Quentin. After getting betrayed by Sharon Carter, she’s recruited by the Alliance, which includes Valkyrie, Okoye, Wong, and Ying Nan (Michelle Yeoh’s character from Shang-Chi). They take Riri back to their ship base and reveal they can give her enough Vibranium to build her dream weapon. Only problem? She has seven and a half minutes while Vision attacks.

Riri does it, while everyone else holds him off, and she turns Vision into her own synthezoid armor — which will let her see through Quentin’s illusions. They make a run on him… But it’s a trap. He knows about it and locks her up in a cage. Riri is too strong, though, and breaks out only to discover it’s all been an illusion and the Alliance is dead. And as The Watcher has been teasing all episode long, he’s watched trillions of incarnations of this universe, and in every one, Riri loses.

As Quentin takes the synthezoid armor from her, The Watcher decides he’s had enough. “Fight. Riri. Fight. Fight. Back,” he says, and that mysterious (not to be confused with Mysterio) voice gives her the strength to push forward. She sucks the nanites out of Blake, freeing the world from his illusions, and puts the Avengers symbol over the whole broken Earth. Quentin has been stopped, Riri won, and the world is free.

…But The Watcher might not be, as three other Watchers — The Eminence, The Executioner, and The Incarnate — see him breaking his oath. And what are they gonna do about it? Or, they are gonna watch him. They are going to watch The Watcher like nobody has ever been watched before.

Looking for the What If Season 3, Episode 1 voice cast, What If Season 3, Episode 2 voice cast, What If Season 3 Episode 3 voice cast, or What If Season 3, Episode 4 voice cast? We’ve got you covered. For the Episode 5 voice cast, read on.

What If…? Season 3, Episode 5 “What If… The Emergence Destroyed The Earth?” Cast: Who’s Who In The Voice Cast?

(L-R): Wong (David Chen), Okoye (Kenna Ramsey), Ying Nan (Michelle Wong), Valkyrie (Tessa Thompson) in Marvel Animation's WHAT IF...? Season 3, exclusively on Disney+. Photo courtesy of Marvel Animation. © 2024 MARVEL. All Rights Reserved.

So the biggie here is Dominique Thorne is indeed back as Riri Williams, aka Ironheart. As mentioned she was last seen in Black Panther: Wakanda Forever. However, she’ll show up again as Riri in Ironheart, a live-action series that has been sitting on the shelf for a while now, though it’s currently aiming to debut on Disney+ next year.

Emily VanCamp also returns (briefly) as Sharon Carter, after her appearances in Captain America: The Winter Soldier, Civil War, and Falcon and the Winter Soldier. Tessa Thompson is also back as Valkyrie, which she previously played in several MCU movies including Thor: Ragnarok, Thor: Love and Thunder, Avengers: Endgame, and most recently The Marvels.

…But that’s it when it comes to returning live-action MCU actors. Jake Gyllenhaal does not play the voice of Quentin Blake, as he did in Far From Home. It’s also an older version of the character, so we can let it slide. Instead, Alejandro Saab does the voice of the man they never refer to as Mysterio (maybe that’s because of the Sony deal?). Saab has done dozens of voice roles including Macaque in Lego Monkie Kid,  Cyno in Genshin Impact, and he ran a YouTube channel called KaggyFilms.

Michelle Wong takes over for Michelle Yeoh as Ying Nan, and you might have heard her before as Yi’s mom in Abominable, Admiral Wong on Star Trek: Lower Decks, or Ship Master in Helldivers II.

Kenna Ramsey is Okoye, previously played by Danai Gurira. Ramsey has done voices for everything from My Adventures with Superman to Boss Baby: Back in Business. But most importantly, she was Chantrellines in That Thing You Do.

David Chen subs in for Wong, instead of Benedict Wong. He’s a staple of the What If…? additional voices cast, and previously played Hogun, as well.

Let’s talk about those three Watchers, though. Darin De Paul plays The Executioner, and you’ve heard him before as J. Jonah Jameson in the Spider-Man video games. DC Douglas is The Incarnate, and if you’ve ever played Resident Evil game you likely know him as the voice of Albert Wesker.

Likely the most recognizable voice of the bunch is Jason Isaacs, who plays The Eminence. I probably don’t need to list his whole resume, but how about some highlights? Captain Lorca from Star Trek: Discovery, Admiral Zhao from Avatar: The Last Airbender, The Grand Inquisitor on Star Wars: Rebels, and, oh yeah, Lucius Malfoy in the Harry Potter movies.

What If…? Season 3, Episode 5 Cast List:

Ironheart/Riri Williams (Dominique Thorne) in Marvel Animation's WHAT IF...? Season 3, exclusively on Disney+. Photo courtesy of Marvel Animation. © 2024 MARVEL. All Rights Reserved.

Here’s a full cast list from What If…? Season 3, Episode 5, “What If… The Emergence Destroyed The Earth?” if you prefer to read it in list style instead of written out, as above:

The Watcher…Jeffrey Wright
Riri Williams…Dominique Thorne
Quentin Beck…Alejandro Saab
Sharon Carter…Emily VanCamp
Valkyrie…Tessa Thompson
Ying Nan…Michelle Wong
The Incarnate…DC Douglas
The Executioner…Darin De Paul
Okoye…Kenna Ramsey
Wong…David Chen
The Eminence…Jason Isaacs
Additional Voices…David Chen, Terri Douglas, Matt Yang King, Andrew Morgado, Kari Wahlgren, Debra Wilson, Shelby Young

Where To Watch What If…?

What If…? Season 3 Premiere Dates And Episode Guide:

The first episode of What If…? Season 3 premieres Sunday, December 22 at 3 am ET / Midnight PT on Disney+. One episode a day premieres after that, leading to the series finale on December 29, 2024.

Here’s the full list of episodes in What If…? Season 3, with premiere dates:

  • Sunday, December 22, 2024: What If…? Season 3, Episode 1: “What If… The Hulk Fought The Mech Avengers?”
  • Monday, December 23, 2024: What If…? Season 3, Episode 2: “What If… Agatha Went to Hollywood?”
  • Tuesday, December 24, 2024: What If…? Season 3, Episode 3: “What If… The Red Guardian Stopped The Winter Soldier?”
  • Wednesday, December 25, 2024: What If…? Season 3, Episode 4: “What If… Howard the Duck Got Hitched?”
  • Thursday, December 26, 2024: What If…? Season 3, Episode 5: “What If… The Emergence Destroyed The Earth?”
  • Friday, December 27, 2024: What If…? Season 3, Episode 6: “What If… 1872?”
  • Saturday, December 28, 2024: What If…? Season 3, Episode 7: “What If… The Watcher Disappeared?”
  • Sunday, December 29, 2024: What If…? Season 3, Episode 8: “What If… What If?”

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