Warning: This article contains spoilers for What If…? season 3.
Some actors from the live-actionMCUdid not return to voice their characters' variants inWhat If…?season 3, and were instead replaced with new voice actors. WhenMarvel Animation’sWhat If…?serieskicked off in 2021, many MCU stars opted to reprise their roles, bringing some of their weirdest and wildest variants to life. However, a number didn’t elect to return, with the likes of Robert Downey Jr., Chris Evans, Scarlett Johansson and more being replaced with new stars, and this happened again inWhat If…?seasons 2 and 3.
What If…?season 3 kicked off on June 30, 2025, and ran for eight consecutive days over the Holiday period. Like its predecessors, season 3 introduced some very unexpectedvariants to the MCU’s multiverse, though the recent installment has been regarded as the most outlandish chapter ofWhat If…?yet. Unfortunately,season 3 is alsoWhat If…?‘sfinal season, but the opportunity is there for its characters to now appear in live-action, though it’s unclear whetherWhat If…?‘scast of voice actorsor these characters’ original stars would play them.
14Kari Wahlgren As Melina Vostokoff
Melina Vostokoff Was Played By Rachel Weisz In Live-Action
Melina Vostokoff appeared as a member of theAvengers team inWhat If…?season 3, episode 1, “What If… the Hulk Fought the Mech Avengers?” This was an interesting evolution for the character, who was introduced as a high-ranking member of the Red Room and Natasha Romanoff’s surrogate mother in 2021’sBlack Widow. In live-action,Melina is played by Rachel Weisz, who also voiced the character as the Iron Maiden inWhat If…?season 2, but Kari Wahlgren took over the role for season 3.
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It seems as though the voices forWhat If…?seasons 1 and 2were recorded around the same time, while there was a gap between the recordings for seasons 2 and 3. This could explain Kari Wahlgren, who is known for her voice roles inPhineas and Ferb, Hellsing, Rick and Mortyand more, replacing Rachel Weisz in the role of Melina Vostokoff.Melina only had a very small role inWhat If…?season 3’s premiere, and will likely be played by Weisz, should she return to live-action.
13Brittany Adebumola As Nakia
Nakia Was Played By Lupita Nyong’o In Live-Action
Similarly to Rachel Weisz,Lupita Nyong’o also did not return to voice NakiainWhat If…?season 3’s premiere. The episode saw Nakia recruited into the Mech Avengers team, too, perhaps following in the footsteps of T’Challa and Shuri’s Black Panthers before her.Nakia was introduced as T’Challa’s love-interest in 2018’sBlack Panther, and had a smaller but still crucial role in the 2022 sequel,Wakanda Forever. InWhat If…?season 3, however, Nakia is voiced by Brittany Adebumola.
Lupita Nyong’o’s Nakia was revealed to be the mother of Toussaint, a.k.a. Prince T’Challa, Chadwick Boseman’s T’Challa’s son, in 2022’sBlack Panther: Wakanda Forever.
Brittany Adebumola is best known for her roles inGrand Army, 4400andThe Other Black Girl, and has now joined the MCU as the voice ofWhat If…?season 3’s Nakia variant.Just like Melina Vostokoff, Nakia only had a very small role inWhat If…?season 3’s premiere, and it’s unclear whether audiences will see this version of the character again. WithMarvel Studios officially confirmingBlack Panther 3, however, it’s very likely that Lupita Nyong’o will return to portray Nakia in live-action.
12Piotr Michael As General Dreykov
General Dreykov Was Played By Ray Winstone In Live-Action
General Dreykov has only been seen once in the MCU’s history, as 2021’sBlack Widowrevealed him to be the man behind the Red Room and the mind control of young girls to become Black Widow assassins.Dreykov’s portrayal inBlack Widowreceived some criticism, as English actor Ray Winstone delivered an uncomfortable interpretation of the villain. Piotr Michael surprisingly had a better understanding of who Dreykov is inWhat If…?season 3, episode 3, “What If… the Red Guardian Stopped the Winter Solder?”
Best known for his voice roles inThe Wild Robot, Family Guy, Creature CommandosandStar Wars: Young Jedi Adventures,Piotr Michael has also worked with Marvel Studios on a number of previous projects. He voiced theStrucker Watch ad narrator inWandaVision, and voiced other minor characters in previous seasons ofWhat If…?.It would be great for Michael to return to develop Dreykov even further inWhat If…?, as it seems the villain won’t return to the live-action MCU.
11Kiff VandenHeuvel As Obadiah Stane
Obadiah Stane Was Played By Jeff Bridges In Live-Action
Obadiah Stane was the MCU’s original villain, as he conspired to bring down Robert Downey Jr.’s Tony Stark in 2008’sIron Man. This made it even more satisfying to see Stane return inWhat If…?season 3, and it made a lot of sense that he would have also tried to have Howard and Maria Stark assassinated.This answers a huge mystery surrounding the deaths of Tony Stark’s parents, and expands on the motivations of the MCU’s first antagonist, though the legendary Jeff Bridges did not return for the role.
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Instead,What If…?‘sObadiah Stane was voiced by Kiff VandenHeuvel, best known for his roles inBehind the Candelabra, Richie Rich, Nightcrawlerand video gamesBioShock Infinite, Star Wars: The Old RepublicandThe Walking Dead. VandenHeuvel previously voiced Obadiah Stane inWhat If…?season 1, episode 6, “What If… Killmonger Rescued Tony Stark?” There has recently been speculation thatObadiah Stane will return to the MCU, with Jeff Bridges perhaps opening the door for his OG MCU villain to return.
10Matt Friend As The Grandmaster
The Grandmaster Was Played By Jeff Goldblum In Live-Action
Jeff Goldblum joined the MCU as the enigmatic and powerfulGrandmaster in 2017’sThor: Ragnarok, and returned to voice the ruler of Sakaar both inWhat If…?season 1 and in season 2. InWhat If…?season 1, episode 7, “What If… Thor Were an Only Child?,” theGrandmaster was featured as DJ Foam, presiding over the epic party on Earth which saw Darcy Lewis first meet Howard the Duck.What If…?season 3, episode 4, “What If… Howard the Duck Got Hitched?,” followed-on from this storyline, but saw Matt Friend voice the Grandmaster instead of Goldblum.
In Marvel Comics, the Grandmaster is one of the Elders of the Universe, and is usually depicted as the Collector’s brother, though this hasn’t been established in the MCU.
Known for his voice roles inGood Burger 2, A Very Cold War ChristmasandFamily Guy, Matt Friend has become even more well-known for his impersonation of Jeff Goldblum.He voiced theJurassic Parkstar inFamily GuyandThe Simpsons, and has performed as Goldblum on-stage alongside the actor himself. His version of the Grandmaster inWhat If…?season 3, episode 4was almost indistinguishable from Goldblum’s, suggesting that the more-iconic actor could re-assume the role in live-action at any moment.
9Jared Butler As Kaecilius
Kaecilius Was Played By Mads Mikkelsen In Live-Action
Kaecilius has been widely regarded as one of the MCU’s most wasted villains, as Mads Mikkelsen’s depiction of the dark Master of the Mystic Arts was hugely celebrated back in 2016’sDoctor Strange.“What If… Howard the Duck Got Hitched?” marked Kaecilius’ first appearance in the MCU since his live-action debut, but Mikkelsen did not reprise the role. Instead, Kaecilius was voiced by Jared Butler inWhat If…?season 3, even thoughMads Mikkelsen has suggested he’d be open to returning.
Jared Butler is perhaps best known as the voice of Captain Jack Sparrow in thePirates of the Caribbean: At World’s Endvideo game, while he has also recently appeared as an announcer inThe Orville.What If…?marks his MCU debut as the follower of Dormammu on the hunt for Darcy Lewis and Howard the Duck’s powerful egg. This version of Kaecilius was seemingly killed by the egg dispersing its energy, though the villain could return to live-action, shouldMarvel Studios putDoctor Strange 3into development.
8Andrew Morgado As Laufey
Laufey Was Played By Colm Feore In Live-Action
What If…?season 1 introduced theFrost Giant version of Tom Hiddleston’s Loki, and this variant returned inWhat If…?season 3, episode 4. While Hiddleston voiced his MCU villain-turned-hero, his Frost Giant father,Laufey, was voiced by Andrew Morgado, rather than Colm Feore, who previously portrayed the King of the Frost Giants in 2011’sThor. Laufey previously appeared in “What If… Thor Were an Only Child?,” though didn’t have any speaking lines inWhat If…?season 1.
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Despite being King of one of the Nine Realms, Laufey has had very little development in the MCU aside from him leading the Frost Giants and engaging in war with Odin and the Asgardians. Best known for his voice roles inThe X-Files, Bumblebee, SupergirlandVelma, Andrew Morgado has also previously worked with Marvel.He voiced the Souls of the Damned inDoctor Strange in the Multiverse of Madness, and provided voices forSpider-Man: Across the Spider-Verse.
7Darin De Paul As Zeus
Zeus Was Played By Russell Crowe In Live-Action
While Hollywood legendRussell Crowe brought the King of the Olympian Gods to lifein 2022’sThor: Love and Thunder, it was Darin De Paul who introduced Zeus into animation inWhat If…?season 3. Best known for his voice roles in various video games, De Paul has also loaned his talents to projects such asThe Legend of Vox Machina, Ice Age, WarcraftandMortal Kombat Legends: Scorpion’s Revenge.As Zeus,De Paul imitated Crowe perfectly, bringing the vibrant and charismatic Greek God to life perfectly.
Zeus refused to join the fight against Gorr the God Butcher alongside Thor and his team inThor: Love and Thunder, and vowed revenge on the God of Thunder.
Zeus was one of many notable MCU characters who engaged in battle for possession of Howard the Duck and Darcy Lewis’ mysterious and influential egg. However, after seeing the power held within, Zeus decided to simply leave the fight to likely return to Omnipotence City.Many different Gods in the MCU have received a huge amount of attention, while Zeus has only been seen one, and only very briefly. It would be brilliant to see Russell Crowe reprise the role, particularly afterThor: Love and Thunder’spost-credits sceneteased his son, Hercules, battling Thor.
6Steven French As Malekith
Malekith Was Played By Christopher Eccleston In Live-Action
While villains such as Dreykov, Kaecilius and Laufey have been underused in the MCU, none have perhaps been more wasted than Malekith, the King of the Dark Elves.Christopher Eccleston appeared as Malekith in 2013’sThor: The Dark World, but he was unceremoniously killed off and hasn’t been seen since. It was brilliant to seeMalekith finally return to the MCU, appearing as one of the characters vying for possession of Howard the Duck and Darcy Lewis' egg, though he was not voiced by Eccleston.
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Best known for roles inAll My Children, Unbreakable Kimmy Schmidt, The Guardian BrothersandManiac, Steven French voiced Malekith inWhat If…?season 3, episode 4.Malekith led his army of Dark Elvesto acquire the egg, and was possibly killed off yet again when the egg dispersed its energy.The fact that Malekith has finally returned to the MCU over a decade after he was last seen is very exciting. This could possibly lead to his return to live-action, which would give him the chance to be much better developed.
5Kari Wahlgren As Carina
Carina Was Played By Ophelia Lovibond In Live-Action
Carina, despite being a very minor character in the MCU, has been featured in a number ofWhat If…?episodes, and returned inWhat If…?season 3, episode 4. Carina introduced Yondu, who had claimed Howard the Duck and Darcy Lewis' egg, to her new master, Kaecilius, on Knowhere.This new version of Carina was voiced by Kari Wahlgren, who also took on the brief role of Melina Vostokoff in the season premiere, rather than Ophelia Lovibond, who portrayedCarina in 2014’sGuardians of the Galaxy.
Similarly to Rachel Weisz and Lupita Nyong’o, Ophelia Lovibond previously voiced Carina in past episodes ofWhat If…?, but didn’t return forWhat If…?season 3. It’s unclear exactly why, thoughKari Wahlgren did a great job at voicing the innocent Carina alongside her other role. It’s interesting that Carina keeps reappearing in the MCU, following her debut inThor: The Dark World’spost-credits sceneand death inGuardians of the Galaxy, her holding the Power Stone in her hand may have made her a legend.
