Warning: This article contains spoilers for What If...? season 3.

Some actors from the live-action Marvel Animation's What If...? series kicked 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 in What If...? seasons 2 and 3.

What If...? season 3 kicked off on December 22, 2024, and ran for eight consecutive days over the Holiday period. Like its predecessors, season 3 introduced some very unexpected What If...?'s cast of voice actors or these characters' original stars would play them.

14 Kari Wahlgren As Melina Vostokoff

Melina Vostokoff Was Played By Rachel Weisz In Live-Action

Melina Vostokoff appeared as a member of the Avengers team in What 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's Black Widow. In live-action, Melina is played by Rachel Weisz, who also voiced the character as the Iron Maiden in What If...? season 2, but Kari Wahlgren took over the role for season 3.

It seems as though the voices for What If...? seasons 1 and 2 were 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 in Phineas and Ferb, Hellsing, Rick and Morty and more, replacing Rachel Weisz in the role of Melina Vostokoff. Melina only had a very small role in What If...? season 3's premiere, and will likely be played by Weisz, should she return to live-action.

13 Brittany 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 Nakia in What 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's Black Panther, and had a smaller but still crucial role in the 2022 sequel, Wakanda Forever. In What 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's Black Panther: Wakanda Forever.

Brittany Adebumola is best known for her roles in Grand Army, 4400 and The Other Black Girl, and has now ed the MCU as the voice of What If...? season 3's Nakia variant. Just like Melina Vostokoff, Nakia only had a very small role in What If...? season 3's premiere, and it's unclear whether audiences will see this version of the character again. With Marvel Studios officially confirming Black Panther 3, however, it's very likely that Lupita Nyong'o will return to portray Nakia in live-action.

12 Piotr 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's Black Widow revealed him to be the man behind the Red Room and the mind control of young girls to become Black Widow assassins. Dreykov's portrayal in Black Widow received 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 in What If...? season 3, episode 3, "What If... the Red Guardian Stopped the Winter Solder?"

Best known for his voice roles in The Wild Robot, Family Guy, Creature Commandos and Star Wars: Young Jedi Adventures, Piotr Michael has also worked with Marvel Studios on a number of previous projects. He voiced the Strucker Watch ad narrator in WandaVision, and voiced other minor characters in previous seasons of What If...?. It would be great for Michael to return to develop Dreykov even further in What If...?, as it seems the villain won't return to the live-action MCU.

11 Kiff 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's Iron Man. This made it even more satisfying to see Stane return in What 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.

Instead, What If...?'s Obadiah Stane was voiced by Kiff VandenHeuvel, best known for his roles in Behind the Candelabra, Richie Rich, Nightcrawler and video games BioShock Infinite, Star Wars: The Old Republic and The Walking Dead. VandenHeuvel previously voiced Obadiah Stane in What If...? season 1, episode 6, "What If... Killmonger Rescued Tony Stark?" There has recently been speculation that Obadiah Stane will return to the MCU, with Jeff Bridges perhaps opening the door for his OG MCU villain to return.

10 Matt Friend As The Grandmaster

The Grandmaster Was Played By Jeff Goldblum In Live-Action

Jeff Goldblum ed the MCU as the enigmatic and powerful Grandmaster in 2017's Thor: Ragnarok, and returned to voice the ruler of Sakaar both in What If...? season 1 and in season 2. In What If...? season 1, episode 7, "What If... Thor Were an Only Child?," the Grandmaster 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 in Good Burger 2, A Very Cold War Christmas and Family Guy, Matt Friend has become even more well-known for his impersonation of Jeff Goldblum. He voiced the Jurassic Park star in Family Guy and The Simpsons, and has performed as Goldblum on-stage alongside the actor himself. His version of the Grandmaster in What If...? season 3, episode 4 was almost indistinguishable from Goldblum's, suggesting that the more-iconic actor could re-assume the role in live-action at any moment.

9 Jared 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's Doctor 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 in What If...? season 3, even though Mads Mikkelsen has suggested he'd be open to returning.

Jared Butler is perhaps best known as the voice of Captain Jack Sparrow in the Pirates of the Caribbean: At World's End video game, while he has also recently appeared as an announcer in The 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, should Marvel Studios put Doctor Strange 3 into development.

8 Andrew Morgado As Laufey

Laufey Was Played By Colm Feore In Live-Action

What If...? season 1 introduced the Frost Giant version of Tom Hiddleston's Loki, and this variant returned in What 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's Thor. Laufey previously appeared in "What If... Thor Were an Only Child?," though didn't have any speaking lines in What If...? season 1.

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 in The X-Files, Bumblebee, Supergirl and Velma, Andrew Morgado has also previously worked with Marvel. He voiced the Souls of the Damned in Doctor Strange in the Multiverse of Madness, and provided voices for Spider-Man: Across the Spider-Verse.

7 Darin De Paul As Zeus

Zeus Was Played By Russell Crowe In Live-Action

While Hollywood legend Russell Crowe brought the King of the Olympian Gods to life in 2022's Thor: Love and Thunder, it was Darin De Paul who introduced Zeus into animation in What If...? season 3. Best known for his voice roles in various video games, De Paul has also loaned his talents to projects such as The Legend of Vox Machina, Ice Age, Warcraft and Mortal 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 the fight against Gorr the God Butcher alongside Thor and his team in Thor: 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 after Thor: Love and Thunder's post-credits scene teased his son, Hercules, battling Thor.

6 Steven 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's Thor: The Dark World, but he was unceremoniously killed off and hasn't been seen since. It was brilliant to see Malekith 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.

Best known for roles in All My Children, Unbreakable Kimmy Schmidt, The Guardian Brothers and Maniac, Steven French voiced Malekith in What If...? season 3, episode 4. Malekith led his army of Dark Elves to 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.

5 Kari 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 of What If...? episodes, and returned in What 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 portrayed Carina in 2014's Guardians of the Galaxy.

Similarly to Rachel Weisz and Lupita Nyong'o, Ophelia Lovibond previously voiced Carina in past episodes of What If...?, but didn't return for What If...? season 3. It's unclear exactly why, though Kari 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 in Thor: The Dark World's post-credits scene and death in Guardians of the Galaxy, her holding the Power Stone in her hand may have made her a legend.