What If...? season 3 premiere ending explained: What did Bruce Banner do to defeat the Apex-Hulk?

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The What If...? season 3 premiere aired via Disney+ on December 22, 2024. The newest instalment in the Marvel Cinematic Universe focused on an alternate storyline where a team of mechanised Avengers got together to counter an accidentally enhanced and more dangerous version of the Hulk, called the Apex.

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

At the end of the episode, Bruce Banner sacrificed his human form to an explosive gamma blast that turned him into a superior version of even the Apex-Hulk, named the Mega Hulk. He defeated his own creation in single-handed combat and took control as the leader of the Gamma Beasts.

Then, with encouragement from Sam Wilson, the Mega Hulk also found the humanity within himself that helped him do the right thing and save the world instead of destroying it.


How were the Mech Avengers created in What If...? season 3? The Gamma War, explained

Sam Wilson and Bruce Banner in a still from What If...? season 3 (Image via Marvel Entertainment / YouTube)
Sam Wilson and Bruce Banner in a still from What If...? season 3 (Image via Marvel Entertainment / YouTube)

The premiere episode opened with an unexpected friendship between Bruce Banner and Sam Wilson, recreating the iconic "on your left" scene from Captain America: The Winter Soldier. After finding out about Bruce's insecurities and his Hulk alter ego, Sam tried to help his new friend out with therapy, trying to help him see that he was not a monster.

During a catch-up on Sam's boat (a nod to The Falcon and the Winter Soldier), Bruce transformed into the Hulk by accident. He felt shame and remorse at the fear he saw in Sam's face, and decided to expose himself to as much gamma radiation as possible, hoping that it would act as a cure to his Hulk problem. However, this amplified the issue, splitting Bruce Banner from his conscience and creating a gamma monster called the Apex.

The Mech Avengers in a still from What If...? season 3 (Image via Marvel Entertainment / YouTube)
The Mech Avengers in a still from What If...? season 3 (Image via Marvel Entertainment / YouTube)

The original Avengers, spearheaded by Iron Man, created large Hulk-buster suits to counter the Apex-Hulk. Viewers might have noticed that these suits of armor (dubbed the Mech Avengers) were reminiscent of the suit introduced in Avengers: Age of Ultron.

However, the original Avengers lost their lives fighting the Apex. The new Avengers that came after them took up the mantle of ending the Gamma War. Heroes like Sam Wilson, Monica Rambeau, Bucky Barnes, Moon Knight, Nakia, Melina Vostkoff, Alexei Shostakov, and Shang Chi took down the Apex-Hulk as the new Mech Avengers.

Also read: What If...? season 2 recap: All to remember before season 3 arrives


What event kickstarted the plot of What If...? season 3 episode 1?

The Apex in a still from What If...? season 3 (Image via Marvel Entertainment / YouTube)
The Apex in a still from What If...? season 3 (Image via Marvel Entertainment / YouTube)

The first episode of the season plunged into action when the Avengers zeroed in on a gamma spike a decade after the Gamma War. Sam and Monica decided to investigate the threat, but Monica knew that they must have Bruce Banner's help to combat whatever they would now face. She asked Bucky to track him down.

While investigating the new gamma signature, Sam and Monica were confronted with an army of Gamma beasts rising from the permafrost where they had once been defeated and buried. This army was led by a new Apex-Hulk, ready to wreak destruction on Earth once more.

As the new Gamma army departed for New York, Bucky zeroed in on Bruce's location after missing for many years. Monica convinced Sam to explain their situation to Bruce and bring him back as a friend and advisor for their cause. Slightly reluctant but taking up the responsibility, Sam flew to Astra Islands, an abandoned site Bruce had started using as his laboratory.

Bruce Banner in a still from What If...? season 3 (Image via Marvel Entertainment / YouTube)
Bruce Banner in a still from What If...? season 3 (Image via Marvel Entertainment / YouTube)

Bruce showed Sam around his lab, mentioning how he had used a discarded inactive nuclear-weaponised plane to build up his new research. In a disheartening moment for Sam, Bruce refused to accompany him back to New York, saying that he had caused enough damage already.

After hearing about the resurgence of the Apex, Bruce shared a code called the Mighty Avenger Protocol with Sam that could counter the threat. He also divulged that the code was originally meant to protect the world from a monster no one could control, indicating himself. Sam said his piece too, saying that Bruce would always be his friend, and never a monster in his eyes.

Also read: 7 shows to watch before the release of What If...? season 3


What happened during the battle between the Avengers and the Apex-Hulk in What If...? season 3?

The New Avengers in a still from What If...? season 3 (Image via Marvel Entertainment / YouTube)
The New Avengers in a still from What If...? season 3 (Image via Marvel Entertainment / YouTube)

Sam left Astra Islands with the Mighty Avenger Protocol, just as the army of Gamma Beasts invaded New York harbor. Though S.H.I.E.L.D. managed to evacuate many citizens with their helicarriers, it did not stop the Beasts and their destruction of the city.

Sam made it to the harbor in time, with a quick and heroic "Avengers Assemble" to seal the deal. He activated the Mighty Avenger Protocol, which gave all the Mech Avenger suits extra firepower, size, and ability to battle Apex and the Gamma beasts. However, even the combined efforts of the Mech Avengers were not enough to overpower the gamma radiation that was protecting the Apex-Hulk.

Mega-Hulk in a still from What If...? season 3 (Image via Marvel Entertainment / YouTube)
Mega-Hulk in a still from What If...? season 3 (Image via Marvel Entertainment / YouTube)

In a game-changing moment, Bruce Banner made his entry into the battlefield on a plane. He activated his abandoned nuclear bomb with gamma radiation, intending to absorb all the energy from the blast himself. After going gamma-critical, Bruce morphed into a superior version of even the Apex: the Mega Hulk.

The Apex and Mega-Hulk then rammed against each other in a fierce battle that everyone stopped to witness. Mega-Hulk attempted to slay the Apex and gain control of the Gamma Beasts as their leader. With a hand from Sam, Mega-Hulk breathed gamma fire and absorbed all the radiation from his opponent's body too.

Sam Wilson stepping up to the Mega-Hulk in a still from What If...? season 3 (Image via Marvel Entertainment / YouTube)
Sam Wilson stepping up to the Mega-Hulk in a still from What If...? season 3 (Image via Marvel Entertainment / YouTube)

As an angry Mega-Hulk turned to face the city, the new Avengers pointed their guns to try and stop him from causing destruction. Fortunately, it was Sam who saw the humanity in him; the fact that he was still Bruce Banner underneath it all. With a declaration that Banner was still his friend, Sam faced the Mega-Hulk eye to eye.

The tactic worked, since the Mega-Hulk backed down, taking the army of Gamma Beasts with him and retreating to Astra Islands. The episode ended with the Watcher focusing on how Bruce Banner made an ultimate sacrifice to save his world, and how a simple friendship re-forged the character's perception of himself and changed the course of history.

Also read: What If...? season 3 - Release date, trailer, cast, and everything we know so far


Audiences can watch the first episode of What If...? season 3 streaming now on Disney+ and its associated regional platforms. The next episode of the season shall be released on December 23, 2024.