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The Whys and Hows of Marvel Studios’ Acclaimed ‘What If…?’

With awards season on the horizon, director/executive producer Bryan Andrews and writer/executive producer A. C. Bradley share their thoughts about Season 2 of the groundbreaking Disney+ animated series.

Even among the myriad attractions and wonders of the Marvel Cinematic Universe, What If…? stands out. Not only does it have the distinction of being Marvel Studios’ first-ever animated series, but its hypothetical narrative underpinnings (reimagining famous events from Marvel lore in surprising ways) and mind-boggling mix of stylistic formats and techniques – that somehow coalesces into a seamless look quite unlike anything else – also serve to distinguish it as a landmark production.

With two seasons under its synergistic belt, and a third on the way, the series, which is the brainchild of Marvel film production honchos Brad Winderbaum and Kevin Feige, is definitely in its happy place. We checked in with executive producer/director Bryan Andrews and writer A. C. Bradley to talk about Season 2 of What If…? and, with the Emmy Awards starting to peek over the horizon, celebrate the show’s many delights and groundbreaking achievements.

Dan Sarto: Moving into Season 2, did you already have some story ideas, or were you largely starting from scratch? How much continuity was there, from a storytelling standpoint, between Season 1 and Season 2?

A. C. Bradley: For Season 1, we basically had come up with 30 different ideas. And we were lucky that [producer Kevin Feige] actually liked over 20 of them. But, obviously we couldn't get a 20-episode order off the bat. So, a couple of the Season 2 episodes actually come from Season 1 ideas, including the Star-Lord story. What if Yondu handed over Star-Lord? That was actually one of the first episodes that they pitched me at my first meeting. So, some ideas from Season 1 made their way into Season 2. That being said, when we sat down for Season 2, we pushed ourselves to come up with new ideas to play with. Of course, the sad thing is there's always going to be gems left on the cutting-room floor of ideas.

DS: I'm assuming that something similar happened with the upcoming Season 3?

ACB: Season 3 I believe has some of those in there, including one I wrote for Season 2. There are always going to be episodes that make us laugh and giggle that never get out the door. At one point, we talked about doing like Pet Avengers or Animal Avengers. We had two versions of that. Matt and I had outlined a whole different Christmas episode in Season 1 that got killed for zombies. Zombies took its place.

DS: I think Pet Avengers would be good. I bet you revisit that at some point in the future. Everybody loves their cat and dog videos.

Now correct me if I'm wrong, but I thought the animation looked a little bit different in Season 2, compared to Season 1. Even more stylized. Was there any rotoscoping involved? Was it all keyframe animation? I know that you had this stylized mix for characters and backgrounds – 2D, 3D, shaded 3D. What was the amalgam for Season 2, and was it different from what we saw in Season 1?

Bryan Andrews: When we first started, we had an idea for how it might look, and we thought there was going to be some time [for us] to develop a look. But they were kind of like, "No, get going." So, we were basically developing while in production, which usually isn’t ideal. It kind of felt like you're in a plane on the runway and you're building the plane as you're gunning the engines. To get Season 1 out the door, there were certain things that we were trying to do for our look that we couldn't get done in time, or we couldn't get the vendors to do in time. So, when it came time to do Season 2, we could build on what was there and add all these little details that we weren't able to really get in the first season.

They were little things, but it's funny how people take note. They feel that something is truly different. And it’s true. It's a slight upgrade in the way we handled some of the visuals. But what's crazy is that was always what was intended, and what's nuts is that there's still stuff that we were hoping for that we still couldn’t get in. But for the most part, it still looks amazing and is pretty impressive, under the circumstances.

DS: What were some of the specific things you were able to do in Season 2?

BA: Some small stuff in regard to the characters. We're doing it 3D, but with 2D backgrounds, and we want to make it feel like it's all 2D. Part of that is creating a bit more sculpting in the face in terms of where the shadows lie – so it looks a bit more artistic and less hardcore 3D literal lighting. Like clean up the shapes a little bit, put the light in just the right spot where we really show off the face. And then adding little details like specular, little bits of specular on the nose or on the lip to make it feel like real flesh to a certain degree. Moisture in the eye, a little bit of moisture on the lip.

Basically, trying to get stuff from the illustrators that we drew from. All those little elements to bring in that illustrative quality, that was always the goal.

There has to be a certain dramatic quality not only in the physicality of the animation, but also in the posing, even how someone stands. You want to give it a little something so it doesn't look flat. We will get stuff, and it is as basic as can be. We're like, "No, no, no, no." You have to guide people through how to subtly pose, how to suddenly move, to bring a performance out, even in the animation itself. So, it's not just A to B, it's not just, "I'm saying my line," or "I'm gesturing." It's like, "How do you reach for that glass? How is it specific to the character?"

And on top of that we have the films to borrow from, and cinematic language. We all grew up watching things, whether it's animated or live-action. The beauty of cinematography, trying to get the right lighting and lensing was important to me. I've always tried to do that just to elevate the art form of animation, so it doesn't always have to be just flat. We wanted it to tie in, to be a brother or sister to the cinematic movies.

DS: I really liked the camera work. It's an important aspect of these episodes that they’re shot so cinematically.

BA: I think it's a testament to our team, with all the expertise that they bring to bear. A lot of people say that they [the episodes] feel like mini-movies, or in some cases they say they liked it better than some of the actual movies. And that's quite wonderful to hear. They're seeing it, they're acknowledging it, they're feeling it, and that's really exciting.

DS: Given how much animation is out there, as we head into award season, what do you hope the professional audience, those in the industry, will see when they watch the show? What do you want folks to come away with that they wouldn't necessarily be aware of unless it was pointed out to them?

ACB: That's an interesting question. We started writing this in January 2020, and finished most of the writing that year. We were writing at the height of the pandemic. And all the rest of the Marvel Universe – all the other shows and movies – shut down. We were the only Marvel project in production for about two or three months. And it kind of became this thing of, if there's never another Marvel story told again, what are the stories that we want to tell right now? And, also, what do we want to experience?

The world feels like it's falling apart. Let's go back to our childhoods, let's go back to why we fell in love with these characters. Let's embrace that. Let's get away from the darkness, get away from the violence, and go back to the hope, and how we find it in the universe. That's why the Kahhori episode was so important. It was like, let's write something that's both hopefully excellent storytelling, but also makes the world a better place.

DS: Between this new season and the most recent X-Men ‘97, Marvel animation has really put itself on the map. Folks have been saying that the animation from Marvel is some of the best Marvel storytelling in any medium for years. Marvel fans always fret about canon and where everything sits next to everything else. How do you feel about where this show fits in the universe of Marvel entertainment?

ACB: I can only speak for myself, but, at the end of the day, yeah, there's canon and IP, but you look for the heart, you look for the humor, you look for the adventure. Because it's those three elements that really make these stories excellent, whether it's in animation, in TV or film. And I was really grateful for having the Marvel playground to explore that.

BA: I think when it comes to all the properties, there's going to be things that people like more than others. And if there's a large body of individuals that think that our animated show is worthy of being up there with some of the best stuff Marvel's done, that's flattering and that's great. We were hoping to do something that would be really loved by fans. I think sometimes animation is considered like the kids’ table. But I’ve grown up working in both animation and live-action, and I love both. To me, it's just a different medium – story is story, character is character, humanity exists in both.

ACB: On another show, I remember being in a two-hour meeting about how we were going to do a stunt where we flip a car. And I was just like, "In animation, that's the cheapest thing to do. Can we just do that one piece in animation?" Animation is brilliant because, while we have some constraints compared to live-action, we also can play in a bigger world. The show had to be animated because, budget-wise, we couldn't recreate 1940s Germany for one episode and then Sky World for the next any other way. But I agree with Brian. To me, writing animation and writing live-action, it's the same thing. The only differences are the budget and the logistics.

BA: In the end, when you're talking about a composition on a screen, it's just objects within a picture frame. That is it. So, it doesn't matter if you're filming a million-dollar actor with some stuff in the background over here, or you're going to draw your character here with some stuff in the background. You know what I mean? Composition is composition.

DS: And the burden to tell a good story is still the same. It's no less a burden when you've got a million-dollar actor on the screen than it is when you’re working with someone that you've drawn.

BA: I would say this too – anthology is hard, right? We're doing a completely different thing each week. It's very difficult. And we've had the rug pulled out from under us many times, where we've got it told a certain way, and then at the eleventh hour, they're like, "You can't do all this." And we have to re-orchestrate and edit. It's tricky. But, on the other hand, because it's the multiverse and it's all these different universes, that gives us a certain degree of freedom that I think the Marvel Cinematic Universe doesn’t quite have.

And I think it may have helped the live-action peeps making their movies to look at our show. I've heard that things we’ve done have been inspiring for others within the Marvel filmmaking universe. And I think that's cool. It’s nice to have brought something to the table that has that kind of value for the other creatives that are out there making stuff too.

Dan Sarto's picture

Dan Sarto is Publisher and Editor-in-Chief of Animation World Network.