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How Marvel’s What If Watcher Was Murdered – and Eaten Alive

A classic What If…? story saw Marvel’s infinitely powerful Watcher not only beaten but also devourer by another celestial, god-like being.

By the very definition of his existence, The Watcher has seen just about everything that the Marvel Universe has to offer. He has also been empathetic to the plight of the heroes, and their frequently nightmarish realities. That being said, very few What If? stories are enough to make him break his oath to not interfere. One issue, however, did cause a rare personal reaction from the usually stoic Watcher that ended up getting him eaten. What If? #41, by Jim Valentino, Sam De la Rosa, Tom Vincent and Janice Chang, asks the question of what would have happened if the Avengers fought Galactus when he first appeared on Earth. They filled the Fantastic Four’s role in Galactus’ arrival because their world’s version of Marvel’s First Family did not survive the test flight that brought them together. Needless to say, their deaths had major consequences.


The Fantastic Four’s absence caused a major domino effect on the rest of the universe, leaving the Avengers without one of their core members. Without the Human Torch’s assistance, Namor never regained his memory, meaning that he would not go on to free Captain America from suspended animation. While Captain America never joined these Avengers, their remaining roster remained the same. The original quintet of Iron Man, Thor, the Wasp, Hank Pym and the Hulk were eventually joined by Hawkeye, Scarlet Witch and Quicksilver.

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While Captain America never joined these Avengers, their remaining roster remained the same. The original quintet of  Iron Man, Thor, the Wasp, Hank Pym and the Hulk were eventually joined by Hawkeye, Scarlet Witch and Quicksilver. The Avengers see Uatu’s handiwork before meeting him. When his illusions fail to divert the Silver Surfer away from Earth, he reveals himself to the heroes. After the Watcher explains the severity of the threat posed by Galactus, the team tries and fails to stop the Surfer from summoning his master.

The Avengers’ first encounter with Galactus demonstrates how insignificant they are against his vast power. He knocks out both Hawkeye and Iron Man with little effort. Following Uatu’s advice, they retreat, regrouping at Avengers Mansion. Team leader Hank Pym decides to call every former Avenger to assemble. That includes powerhouses like Hercules, Thor, and even the Hulk.

In spite of all the power they have assembled, the Avengers still aren’t much more than an annoyance to Galactus, especially once the Surfer returns. While he preoccupies Thor, Galactus defeats the majority of the other Avengers with little effort. Hercules tries to goad Uatu into joining the battle, but the Watcher remains committed to his oath of non-interference.

With Thor about to be defeated by the Surfer and Iron Man failing to retrieve the Ultimate Nullifier, Uatu finally decides to step into the battle. He stops Galactus from squashing Hercules and squares up with his fellow god. Unlike his battle with Ultron on the animated MCU series, Uatu is the aggressor in this case. Galactus is surprised that Uatu would break his oath, but he still isn’t willing to back down.

Uatu gets the first blow in, in a battle that his narrator counterpart describes as shaking the cosmos. Galactus is impressed by Uatu’s strength, which knocks him into a building, but even a Watcher is no match for the World Eater’s full power. With Uatu down, Galactus turns his energy converter on the Watcher.

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Like he did in the mainstream Marvel Universe, the Silver Surfer sided with humanity over Galactus, allowing Thor to rush to the Watcher’s aid. However, it was too late. Uatu succeeded in saving the Earth from Galactus’ hunger by being consumed in its place. Galactus is uncharacteristically remorseful for killing Uatu, which explains why he frees the Surfer from his service with no ill-will. That allows the Surfer to join the Avengers as part of his quest to understand humanity.

In the issue’s final panel, the Watcher admits that he took so long to share the story because it was difficult to watch a version of himself die. It’s a powerful moment, one that could translate well to Jeffrey Wright’s portrayal of the character in the MCU. However, the story would require a few tweaks to work in the current MCU. One of What If…’s? mandates is to not introduce new characters to the MCU. A villain like Ultron or Kang could reasonably take Galactus’ place without changing much of the story’s personal significance to The Watcher.

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