What If James Rhodes and Pepper Potts Fought AIM?

by FandomLover2006

Six months after the Battle of New York, James Rhodes and Pepper Potts suffer PTSD from the Battle of New York. They must deal with a terrorist threat, which threatens to end the United States.

1. Outline

Timeline Underlines indicate that story has already been finished.

Plot Underlines indicate that story has already been finished.

Timeline

February–November 2010 (post-credits set in July 2010) (What If… The Ten Rings Assassinated Tony Stark?)

November 2010 (prologue); May–June 2011 (What If… James Rhodes and Pepper Potts Fought Whiplash?)

May 2012 (What If… James Rhodes Pepper Potts Were Avengers?)

December 1999/January 2000 (prologue); December 2012 (post-credits set in January 2013) (What If… James Rhodes and Pepper Potts Fought AIM?)

April–May 2015 (What If… James Rhodes, Pepper Potts, and Bruce Banner Created Ultron?)

May–June 2016 (What If… James Rhodes and Pepper Potts Led Team Iron Man?)

May 2012–June/July 2016 (prologue); September 2016 (What If… James Rhodes and Pepper Potts Mentored Peter Parker?)

April–June 2018 (What If… James Rhodes and Pepper Potts Fought on Titan?)

June 2018/October 2023 (What If… James Rhodes Snapped in the Battle of Earth?)

June–July 2024 (What If… Quentin Beck Worked for James Rhodes and Pepper Potts?)

November 2025 (What If… Raava Impersonated Happy Hogan?)

Plot

What If… The Ten Rings Assassinated Tony Stark?

In 2008, Tony Stark, who has inherited the defense contractor Stark Industries from his late father Howard Stark, is in war-torn Afghanistan with his friend and military liaison, Lieutenant Colonel James Rhodes, to demonstrate the new "Jericho" missile. After the demonstration, his convoy is ambushed and Stark is critically wounded by a missile used by the attackers—one of his company's own. He is captured and imprisoned in a cave by a terrorist group called the Ten Rings. Yinsen, a fellow captive and doctor, implants an electromagnet into Stark's chest to keep the shrapnel shards that wounded him from reaching his heart and killing him. Ten Rings leader Raza offers Stark freedom in exchange for building a Jericho missile for the group, but Stark refuses. Enraged, Raza orders Stark's death. Upset, Yinsen builds a suit of armor and escapes in the night. The next day, Rhodes finds Yinsen and learns of Stark's death. In the night, Rhodes and US Air Force officers invade the cave, discovering and taking Stark's body.

Using notes, Rhodes and Stark's assistant Pepper Potts create arc reactors and with them being majority stake holders, announce that Stark Industries will cease manufacturing weapons. Obadiah Stane, Stark's father's old partner and the company's manager, advises them that it might ruin the Starks' legacy. At Stark's workshop in Malibu, they build a sleeker, powerful version of the Arc Reactors and armored suits. Believing Stark's death is the military's fault, Rhodes quits his job at the U.S. Air Force. Happy Hogan, feeling his job isn't needed without Star k, quits his job at Stark Industries and informs Potts and Rhodes he has accepted Rhodes' old position in the U.S. Air Force.

At a charity event held by Stark Industries, reporter Christine Everhart informs Rhodes and Potts that the company's weapons were recently delivered to the Ten Rings and are being used to attack Yinsen's home village, Gulmira. Enraged, Rhodes and Potts don their new armors (red and gold with blue streaks and blue and yellow, respectively) and fly to Afghanistan, where they save the villagers. While flying home, Rhodes and Potts are attacked by two F-22 Raptors. They reveal their secret identities to Hogan over the phone in an attempt to end the attack. Meanwhile, the Ten Rings gather the pieces of Yinsen's prototype suit and meet with Stane, who has been trafficking arms to the Ten Rings and has staged a coup to replace Stark as Stark Industries' CEO by hiring the Ten Rings to kill him. He subdues Raza and has him and the rest of the group killed. Stane has a massive new suit reverse-engineered from the wreckage. Seeking to track the company's movements, Rhodes and Potts hire Rhodes' assistant, Bambi Arbogast, to hack into its database. She discovers that Stane hired the Ten Rings to kill Stark, but they initially reneged when they realized they had a direct route to Stark's weapons. Arbogast meets with Agent Phil Coulson of S.H.I.E.L.D., an intelligence agency, to inform him of Stane's activities.

Stane's scientists cannot duplicate Stark's miniaturized arc reactor, so Stane ambushes Rhodes and Potts at their home and steals the new arc reactor. They use their original Arc Reactors to replace the original. Arbogast and several S.H.I.E.L.D. agents attempt to arrest Stane, but he dons his suit and attacks them. Rhodes and Potts fight Stane but they are outmatched without their new reactors to run their suits at full capacity. The fight carries Rhodes, Potts, and Stane to the top of the Stark Industries building, where Rhodes and Potts order Arbogast to overload the large arc reactor powering the building. This unleashes a massive electrical surge that causes Stane and his armor to fall into the exploding reactor, killing him. The next day, at a press conference, Rhodes and Potts publicly admitted to being the superheroes, "Iron Man" and "Iron Woman", respectively.

In a mid-credits scene, S.H.I.E.L.D. director Nick Fury visits Rhodes and Potts at home, telling them that Iron Man and Iron Woman are not "the only superheroes in the world" and explaining that he wants to discuss the Avengers Initiative. In a post-credits scene, Rhodes and Potts approach General Thaddeus "Thunderbolt" Ross at a local bar and inform him that a team is being put together.

What If… James Rhodes and Pepper Potts Fought Whiplash?

In Russia, the media covers James Rhodes and Pepper Potts' disclosure of their identities as Iron Man and Iron Woman, respectively. Ivan Vanko, whose father Anton Vanko—a former Stark Industries employee—has just died, sees this and begins building a miniature arc reactor similar to Rhodes and Potts'.

Six months later, Rhodes and Potts (honoring Tony Stark's legacy) have become media superstars and resist pressure to turn over their armored suits to the government. To continue the legacy of Stark and his father, Howard, they reinstitute the Stark Expo (renamed as Tony and Howard Stark Expo) in New York City's Flushing Meadows–Corona Park. Rhodes and Potts learn that the palladium core in their arc reactors is killing them due to overuse from the Iron Man and Iron Woman suits. Growing increasingly reckless and despondent about their impending deaths, and choosing not to tell anybody about their conditions, Rhodes and Potts agree to appoint the former's assistant Bambi Arbogast as CEO of Stark Industries and hires Stark employee Natalie Rushman to replace her as Rhodes' assistant.

Rhodes and Potts compete in the Monaco Historic Grand Prix, where they are attacked in the middle of the race by Vanko, who wields electrified whips powered by his arc reactor. Rhodes and Potts don their own armor and defeat Vanko, but their suits are severely damaged. Vanko explains that he intended to prove to the world that Iron Man and Iron Woman aren't invincible. Impressed by Vanko's performance, Rhodes and Potts' rival, Justin Hammer, fakes Vanko's death while breaking him out of prison and asks him to build a line of armored suits to upstage Rhodes and Potts, though Vanko decides that unmanned drones are a better idea. During what would have been Stark's forty-first birthday party and an celebration of the victory over Vanko, Rhodes and Potts get drunk while wearing the Iron Man and Iron Woman suits, respectively.

Disgusted, Stark's former bodyguard and chauffeur, U.S. Air Force Lieutenant Colonel Happy Hogan, dons Rhodes' prototype armor and try to restrain them. The fight ends in a stalemate, and Rhodes confiscates the armor for the U.S. Air Force. Nick Fury, director of S.H.I.E.L.D., approached Rhodes and Potts, revealing that "Rushman" is Agent Natasha Romanoff and that Howard Stark was the S.H.I.E.L.D. founder whom Fury knew personally. Fury explains that Vanko's father and Stark invented the arc reactor together, but when Anton tried to sell it, Stark had him deported. The Soviets sent Anton to the Gulag.

Fury gives Rhodes and Potts some of Howard's old material. In a diorama of the 1974 Stark Expo, Rhodes and Potts find a diagram of the atomic structure of a new element. With the aid of his A.I., J.A.R.V.I.S., Rhodes and Potts determine it can replace their arc reactors' current palladium core, thus allowing them to live without the worry of overusing Iron Man and Iron Woman suits again. When they learn that Vanko is still alive, they go to Hammer's expo. As Hammer unveils Vanko's armored drones, they are led by Hogan in a heavily weaponized version of the prototype armor, dubbed "War Machine". Just as Rhodes and Potts arrive to warn Hogan, Vanko takes remote control of all the drones and Hogan's armor and attacks Rhodes and Potts. Hammer is arrested for breaking Vanko out of prison while Romanoff and Rhodes and Potts' bodyguard Walt Hadfield go after Vanko at Hammer's factory.

Vanko escapes, but Romanoff returns control of Hogan's armor to him. Together, Rhodes, Potts, and Hogan defeat Vanko and his drones. Vanko dies by suicide by blowing up his suit along with the defeated drones. At a debriefing, Fury informs Rhodes and Potts because of their difficult personalities, S.H.I.E.L.D. intends to use them only as consultants. Rhodes, Potts, and Hogan receive medals for their heroism. In a post-credits scene, S.H.I.E.L.D. agent Phil Coulson reports the discovery of a large hammer at the bottom of a crater in a desert in New Mexico.

What If… James Rhodes and Pepper Potts Were Avengers?

The Asgardian Loki encounters the Other, the leader of an extraterrestrial race known as the Chitauri. In exchange for retrieving the Tesseract, a powerful energy source of unknown potential, the Other promises Loki an army with which he can subjugate Earth. Nick Fury, director of the espionage agency S.H.I.E.L.D., arrives at a remote research facility, where physicist Dr. Erik Selvig is leading a team experimenting on the Tesseract. The Tesseract suddenly activates and opens a wormhole, allowing Loki to reach Earth. Loki steals the Tesseract and uses his scepter to enslave Selvig and other agents, including Clint Barton, to aid him.

In response, Fury reactivates the "Avengers Initiative". Agent Natasha Romanoff heads to Kolkata to recruit Dr. Bruce Banner to trace the Tesseract through its gamma radiation emissions. Fury approaches Steve Rogers to retrieve the Tesseract, and Agent Phil Coulson visits James Rhodes and Pepper Potts to have them check Selvig's research. Loki is in Stuttgart, where Barton steals the iridium needed to stabilize the Tesseract's power, leading to a confrontation with Rogers, Rhodes, Potts, and Romanoff that ends with Loki's surrender. While Loki gets escorted to S.H.I.E.L.D., his adoptive brother Thor arrives and frees him, hoping to convince him to abandon his plan and return to Asgard. Rhodes, Potts, and Rogers intervene and Loki is taken to S.H.I.E.L.D.'s flying aircraft carrier, the Helicarrier, where he is imprisoned.

The Avengers become divided over how to approach Loki and the revelation that S.H.I.E.L.D. plans to harness the Tesseract to develop powerful weapons as a deterrent against hostile extraterrestrials. As they argue, Loki's agents attack the Helicarrier, and the stress causes Banner to transform into the Hulk. Rhodes, Potts, and Rogers work to restart the damaged engine, and Thor attempts to stop the Hulk's rampage. Romanoff knocks Barton unconscious, breaking Loki's mind control. Loki escapes after killing Coulson and Fury uses Coulson's death to motivate the Avengers into working as a team. Loki uses the Tesseract and a wormhole generator Selvig built to open a wormhole above Stark Tower to the Chitauri fleet in space, launching his invasion.

Rogers, Rhodes, Potts, Romanoff, Barton, Thor, and the Hulk rally in defense of New York City, and together the Avengers battle the Chitauri. The Hulk beats Loki into submission. Romanoff makes her way to the generator, where Selvig, freed from Loki's mind control, reveals that Loki's scepter can shut down the generator. Fury's superiors from the World Security Council attempt to end the invasion by launching a nuclear missile at Midtown Manhattan. Rhodes and Potts intercept the missile and take it through the wormhole toward the Chitauri fleet. The missile detonates, destroying the Chitauri mothership and disabling their forces on Earth. Rhodes and Potts' suits lose power and they go into freefall, but the Hulk saves them, while Romanoff uses Loki's scepter to close the wormhole. In the aftermath, Thor returns with Loki and the Tesseract to Asgard, where Loki will face their justice.

In a mid-credits scene, the Other confers with his master about the failed attack on Earth.

What If… James Rhodes and Pepper Potts Fought A.I.M.?

At a New Year's Eve party in 1999, Tony Stark meets scientist Maya Hansen, the inventor of Extremis, an experimental regenerative treatment that allows recovery from crippling injuries. Disabled scientist Aldrich Killian offers them a place in his company Advanced Idea Mechanics, but Stark rejects him. Thirteen years later, James Rhodes and Pepper Potts (succeeding Stark's legacy), suffer from post-traumatic stress disorder (PTSD) and have frequent panic attacks due to their experiences during the alien invasion of New York. They have built dozens of new Iron Man and Iron Woman suits to cope with their insomnia.

Meanwhile, a string of bombings is claimed by a terrorist known as the Mandarin. Rhodes and Potts' security chief Walt Hadfield is badly injured in one such attack and is put into a coma, prompting Rhodes and Potts to issue a televised threat to the Mandarin, revealing their home address in the process. The Mandarin sends gunship helicopters to destroy Rhodes and Potts' home. Hansen, who came to warn Rhodes and Potts, survives the attack. Rhodes and Potts escape in experimental new Iron Man and Iron Woman suits, which their artificial intelligence J.A.R.V.I.S. pilots to rural Tennessee, following a flight plan from Rhodes and Potts' investigation into the Mandarin. Rhodes and Potts' new armors aren't fully functional and lack sufficient power to return to Malibu, leading the world to believe that they died.

With the help of Harley Keener, a local boy, Rhodes and Potts investigate the remains of a local explosion bearing the hallmarks of a Mandarin attack, although it occurred years before any known attack by the terrorist. They discover the "bombings" were triggered by soldiers subjected to Extremis whose bodies explosively rejected the treatment. These explosions were falsely attributed to a terrorist plot to cover up Extremis' flaws. Rhodes and Potts witness Extremis firsthand when Mandarin agents Savin and Brandt attack them. Rhodes and Potts kill Brandt and incapacitate Savin. Meanwhile, Killian resurfaces and attempts to kill Rhodes and Potts with assistance from Hansen. American intelligence agencies continue to search for the Mandarin, with Happy Hogan–the former War Machine, now re-branded as the Iron Patriot—lured into a trap to steal his armor.

Tracing the Mandarin to Miami, Rhodes and Potts infiltrate his headquarters using improvised weapons. Inside, they discover the Mandarin is an English actor named Trevor Slattery, who is oblivious to the actions carried out in his image. Killian then captures Rhodes and Potts, separating them. He reveals he has subjected Potts to Extremis in the hope Rhodes will help fix Extremis' flaws while trying to save her. When Hansen betrays Killian by threatening to jeopardize his operations, Killian fatally shoots her.

Rhodes escapes and reunites with Hogan, discovering that Killian intends to attack President Ellis aboard Air Force One, using the Iron Patriot armor, controlled by Savin. Rhodes kills Savin, saving the passengers and crew, but cannot stop Killian from abducting Ellis. At an impounded damaged oil tanker, Killian intends to kill Ellis on live television. The Vice President would then become a puppet leader, following Killian's orders, in exchange for Extremis to cure his young daughter's disability. Rhodes and Hogan infiltrate the platform, aided by the remaining Iron Man and Iron Woman armors, controlled remotely by J.A.R.V.I.S. Hogan secures the President and takes him to safety, while Rhodes discovers Potts has survived the Extremis procedure. Before he can save her, a rig collapses around them, and she falls to the platform below, causing Rhodes to believe her dead. Rhodes fights Killian but finds himself cornered. Killian, who appropriated Hansen's Extremis research as a cure for his own disability and expanded the program to include injured war veterans, reveals he is the real Mandarin behind Slattery's cover. Potts, whose Extremis powers allowed her to survive the fall, kills Killian to save Rhodes.

As a gesture of his devotion to Potts, Rhodes orders J.A.R.V.I.S. to destroy all the Iron Man and Iron Woman suits. The Vice President and Slattery are arrested, and Hadfield awakens from his coma. With Rhodes' help, Potts' Extremis effects are stabilized. Rhodes and Potts throw their chest arc reactors into the sea. They muse that, even without the technology, they will always be Iron Man and Iron Woman, respectively.

What If… James Rhodes, Pepper Potts, and Bruce Banner Created Ultron?

In the Eastern European country of Sokovia, the Avengers—James Rhodes, Pepper Potts, Thor, Bruce Banner, Steve Rogers, Natasha Romanoff, and Clint Barton—raid a Hydra facility commanded by Baron Wolfgang von Strucker, who has experimented on humans using the scepter previously wielded by Loki. They meet two of Strucker's test subjects—twins Pietro (who has superhuman speed) and Wanda Maximoff (who has telepathic and telekinetic abilities)—and apprehend Strucker, while Rhodes and Potts retrieve Loki's scepter.

Rhodes, Potts, and Banner discover an artificial intelligence within the scepter's gem, and secretly decide to use it to complete Rhodes and Potts' "Ultron" global defense program. The unexpectedly sentient Ultron, believing he must eradicate humanity to save Earth, eliminates Rhodes and Potts' A.I. J.A.R.V.I.S. and attacks the Avengers at their headquarters. Escaping with the scepter, Ultron uses the resources in Strucker's Sokovia base to upgrade his rudimentary body and build an army of robot drones. Having killed Strucker, he recruits the Maximoffs, who hold Rhodes and Potts (who own Stark Industries after the death of Tony Stark) responsible for their parents' deaths by their company's weapons, and goes to the base of arms dealer Ulysses Klaue in Johannesburg to get vibranium. The Avengers attack Ultron and the Maximoffs, but Wanda subdues them with haunting visions, causing Banner to turn into the Hulk and rampage until Rhodes and Potts stop him with their anti-Hulk armors.

A worldwide backlash over the resulting destruction, and the fears Wanda's hallucinations incited, send the team into hiding at Barton's farmhouse. Thor departs to consult with Dr. Erik Selvig on the apocalyptic future he saw in his hallucination, while Nick Fury arrives and encourages the team to form a plan to stop Ultron. In Seoul, Ultron uses Loki's scepter to enslave the team's friend Helen Cho. They use her synthetic-tissue technology, vibranium, and the scepter's gem to craft a new body. As Ultron uploads himself into the body, Wanda is able to read his mind; discovering his plan for human extinction, the Maximoffs turn against Ultron. Rogers, Romanoff, and Barton fight Ultron and retrieve the synthetic body, but Ultron captures Romanoff. The Avengers fight among themselves when Rhodes, Potts, and Banner secretly upload J.A.R.V.I.S.—who is still working after hiding from Ultron inside the Internet—into the synthetic body.

Thor returns to help activate the body, based on his vision that the gem on its brow is the Mind Stone, one of the six Infinity Stones, the most powerful objects in existence. This "Vision" earns their trust by being worthy of lifting Thor's hammer, Mjølnir. Vision and the Maximoffs go with the Avengers to Sokovia, where Ultron has used the remaining vibranium to build a machine to lift a large part of the capital city skyward, intending to crash it into the ground to cause global extinction. Banner rescues Romanoff, who awakens the Hulk for the battle. The Avengers fight Ultron's army while Fury arrives in a Helicarrier with Maria Hill, Happy Hogan, and S.H.I.E.L.D. agents to evacuate civilians.

Pietro dies when he shields Barton from gunfire, and a vengeful Wanda abandons her post to destroy Ultron's primary body, which allows one of his drones to activate the machine. The city plummets, but Rhodes, Potts, and Thor overload the machine and shatter the landmass. In the aftermath, the Hulk, unwilling to endanger Romanoff by being with her, departs in a Quinjet, while Vision confronts and destroys Ultron's last remaining body. Later, with the Avengers having established a new base run by Fury, Hill, Cho, and Selvig, Thor returns to Asgard to learn more about the forces he suspects have manipulated recent events. As Rhodes and Potts leave and Barton retires, Rogers and Romanoff prepare to train new Avengers: Hogan, Vision, Sam Wilson, and Wanda.

In a mid-credits scene, Thanos dons a gauntlet and vows to retrieve the Infinity Stones himself.

What If… James Rhodes and Pepper Potts Led Team Iron Man?

In 1991, the brainwashed super-soldier James "Bucky" Barnes is dispatched from a Hydra base in Siberia to intercept an automobile carrying a case of super-soldier serum. In the present day, approximately one year after Ultron is defeated by the Avengers in the nation of Sokovia, Steve Rogers, Natasha Romanoff, Sam Wilson, and Wanda Maximoff stop Brock Rumlow from stealing a biological weapon from a lab in Lagos. Rumlow blows himself up, attempting to kill Rogers. Maximoff telekinetically diverts the explosion, accidentally destroying a nearby building and killing several Wakandan humanitarian workers in the process.

Thaddeus Ross, the U.S. Secretary of State, informs the Avengers that the United Nations (UN) is preparing to pass the Sokovia Accords, which will establish a UN panel to oversee and control the team. The Avengers are divided: James Rhodes and Pepper Potts support oversight because of their roles in Ultron's creation and Sokovia's devastation, while Rogers has more faith in his own judgment than that of politicians. Meanwhile, Helmut Zemo tracks down and kills Barnes' old Hydra handler, stealing a book containing the trigger words that activate Barnes' brainwashing. At a UN conference in Vienna where the Accords are to be ratified, a bomb kills King T'Chaka of Wakanda. Security footage indicates the bomber is Barnes, whom T'Chaka's son, T'Challa, vows to kill. Informed by Sharon Carter of Barnes' whereabouts and the authorities' intentions to kill him, Rogers decides to try to bring in Barnes—his childhood friend and war comrade—himself. Rogers and Wilson track Barnes to Bucharest and attempt to protect him from T'Challa and the authorities, but all four, including T'Challa, are apprehended by the Bucharest police and Happy Hogan.

Impersonating a psychiatrist sent to interview Barnes, Zemo recites the words to activate Barnes' brainwashing. He questions Barnes, then sends him on a rampage to cover his own escape. Rogers stops Barnes and sneaks him away. When Barnes regains his senses, he explains that Zemo is the real Vienna bomber and wanted the location of the Siberian Hydra base, where other brainwashed "Winter Soldiers" are kept in cryogenic stasis. Unwilling to wait for authorization to apprehend Zemo, Rogers and Wilson go rogue, and recruit Maximoff, Clint Barton, Scott Lang, and Daisy Johnson to their cause. With Ross' permission, Rhodes and Potts assemble a team composed of Romanoff, T'Challa, Hogan, Vision, and Peter Parker to capture the renegades. Stark's team intercepts Rogers' group at Leipzig/Halle Airport, where they fight until Romanoff allows Rogers and Barnes to escape. As Rogers and Barnes are escaping, Hogan is inadvertently shot down by Vision, and becomes partially paralyzed. The rest of Rogers' team is captured and detained at the Raft prison, and Romanoff goes into exile.

Rhodes and Potts discover evidence that Barnes was framed by Zemo and convinces Wilson to give him Rogers' destination. Without informing Ross, Rhodes and Potts go to the Siberian Hydra facility and strike a truce with Rogers and Barnes, unaware that they were secretly followed by T'Challa. They find that the other super-soldiers have been killed by Zemo, who then shows them footage that reveals that the automobile Barnes had intercepted in 1991 contained the deceased Tony Stark's parents, whom Barnes subsequently killed. Enraged that Rogers kept this from him, Rhodes and Potts turn on them both, leading to an intense fight, in which Rhodes and Potts destroy Barnes' robotic arm, and Rogers disables Rhodes and Potts' armors. Rogers departs with Barnes, leaving his shield behind. Satisfied that he has avenged his family's deaths in Sokovia from the Avengers' actions by successfully fracturing them, Zemo attempts suicide, but he is stopped by T'Challa and taken to the authorities.

In the aftermath, Rhodes and Potts provide Hogan with exoskeletal leg braces that allow him to walk again, while Rogers breaks his allies out of the Raft. In a mid-credits scene, Barnes, granted asylum in Wakanda, chooses to return to cryogenic sleep until a cure for his brainwashing is found. In a post-credits scene, Parker explores the features of the web shooters built for him by Rhodes and Potts.

What If… James Rhodes and Pepper Potts Mentored Peter Parker?

Following the Battle of New York in 2012, Adrian Toomes and his salvage company are contracted to clean up the city, but their operation is taken over by the Department of Damage Control (DODC), a partnership between James Rhodes, Pepper Potts, and the U.S. government. Enraged at being driven out of business, Toomes persuades his employees to keep the Chitauri technology they have already scavenged and use it to create and sell advanced weapons, including a flying Vulture suit Toomes uses to steal Chitauri power cells.

Eight years later, Peter Parker is drafted into the Avengers by Rhodes and Potts to help with an internal dispute in Germany, but resumes his studies at the Midtown School of Science and Technology when Rhodes and Potts tell him he is not yet ready to become a full-time Avenger. Parker quits his school's academic decathlon team to spend more time focusing on his crime-fighting activities as Spider-Man. His best friend, Ned, eventually discovers his secret identity.

Parker comes across Toomes' associates Jackson Brice / Shocker and Herman Schultz selling weapons to local criminal Aaron Davis. Parker saves Davis before being caught by Toomes in the Vulture suit and dropped in a lake, nearly drowning after becoming tangled in a parachute built into his suit. He is rescued by Rhodes and Potts, who is monitoring the Spider-Man suit they gave Parker and warn him against further involvement with the criminals. Toomes accidentally kills Brice with one of their weapons and Schultz becomes the new Shocker.

Parker and Ned study a weapon Brice left behind, removing its power core. When a tracking device on Schultz leads to Maryland, Parker rejoins the decathlon team and accompanies them to Washington, D.C. for their national tournament. Ned and Parker disable the tracker Rhodes and Potts implanted in the Spider-Man suit, and unlock its advanced features. Parker tries to stop Toomes from stealing weapons from a DODC truck but is trapped inside, causing him to miss the decathlon tournament. When he discovers that the power core is an unstable Chitauri grenade, he races to the Washington Monument, where the core is activated and explodes, trapping Ned and their friends in an elevator. Parker saves them, including his classmate and crush Liz. Days later, in New York City, aboard the Staten Island Ferry, Parker captures Toomes' new buyer Mac Gargan but Toomes escapes and a malfunctioning weapon tears the ferry in half. Rhodes and Potts help Parker save the passengers, but confiscate his suit as punishment for his recklessness.

Parker returns to his high school life and asks Liz to go to the homecoming dance with him. On the night of the dance, he discovers that Toomes is Liz's father. Deducing Parker's secret identity, Toomes threatens him. Parker realizes Toomes is planning to hijack a DODC plane transporting weapons from Avengers Tower to the team's new headquarters in Upstate New York. He leaves the dance and dons his old homemade Spider-Man suit. Though he is ambushed outside by Schultz, he defeats him with Ned's help. He races to Toomes' lair, where Toomes attacks Parker, destroying the building's support columns, and leaves Parker to die, trapped in the rubble of the collapsed building. Parker escapes and intercepts the plane, steering it to crash on the beach at Coney Island. He and Toomes continue fighting, ending with Parker saving Toomes' life after the damaged Vulture suit explodes. Parker leaves Toomes for the police along with the plane's cargo. After her father's arrest, Liz moves away. Parker declines an invitation from Rhodes and Potts to join the Avengers full time, and Rhodes proposes to Potts. Rhodes and Potts also return the Spider-Man suit to Parker, who puts it on just as his Aunt May walks in.

In a mid-credits scene, an incarcerated Gargan approaches Toomes in prison, saying he has heard that the latter knows Spider-Man's real identity, though Toomes denies this.

What If… James Rhodes and Pepper Potts Fought on Titan?

Having acquired the Power Stone–one of the six Infinity Stones–from the planet Xandar, Thanos and his lieutenants—Ebony Maw, Cull Obsidian, Proxima Midnight, and Corvus Glaive—intercept the spaceship carrying the survivors of Asgard's destruction. After subduing Thor, Thanos extracts the Space Stone from the Tesseract, overpowers the Hulk, and kills Loki. Thanos also kills Heimdall after he sends Hulk to Earth using the Bifrost. Thanos and his lieutenants leave, destroying the ship.

Hulk crash-lands in the Sanctum Sanctorum in New York City, reverting to the form of Bruce Banner. He warns Stephen Strange and Wong about Thanos' plan to destroy half of all life in the universe, and they recruit James Rhodes and Pepper Potts. Maw and Obsidian arrive to retrieve the Time Stone from Strange, drawing Peter Parker's attention. Maw, unable to take the Time Stone due to Strange's enchantment, captures him. Rhodes, Potts, and Parker sneak aboard Maw's spaceship while Wong stays behind to guard the Sanctum.

The Guardians of the Galaxy–Peter Quill, Gamora, Drax, Mantis, Rocket, and Groot–respond to the Asgardian ship's distress call and rescue Thor. Thor surmises that Thanos is after the Reality Stone, which Taneleer Tivan possesses on Knowhere. He travels with Rocket and Groot to Nidavellir to enlist the dwarf king Eitri's aid in creating the battle ax Stormbreaker. Quill, Gamora, Drax, and Mantis travel to Knowhere, finding Thanos already has the Reality Stone. Thanos kidnaps Gamora, who discloses the Soul Stone's location to save Nebula from torture. On Vormir, the Stone's keeper, Red Skull, tells Thanos that he can only acquire it by sacrificing someone he loves. Thanos sacrifices Gamora, earning the Stone.

In Edinburgh, Midnight and Glaive ambush Wanda Maximoff and Vision to retrieve the Mind Stone in Vision's forehead. Steve Rogers, Natasha Romanoff, and Sam Wilson rescue them and they take shelter with Happy Hogan and Banner at the Avengers Compound. Vision asks Wanda to destroy him and the Mind Stone to keep it from Thanos, but Wanda refuses. Rogers suggests they travel to Wakanda, which he believes has the resources to remove the Stone without killing Vision.

Nebula escapes captivity and asks the remaining Guardians to meet her on Thanos' destroyed homeworld, Titan. Rhodes, Potts, and Parker kill Maw and rescue Strange. The trio crash-lands on Titan, where they meet Quill, Drax, and Mantis. Using the Time Stone, Strange views millions of possible futures, seeing only one in which the Avengers win. The group formulates a plan to subdue Thanos and remove the Infinity Gauntlet, with which he safely houses and wields the Stones. Thanos appears, justifying his plans as necessary to guarantee the survival of an overpopulated universe. Nebula arrives soon after and helps the others subdue Thanos, but then deduces that Thanos has killed Gamora. Enraged, Quill attacks Thanos, inadvertently allowing him to break the group's hold and overpower them. Thanos grievously wounds Rhodes and Potts, but Strange offers the Time Stone in exchange for sparing Rhodes and Potts' lives.

In Wakanda, Rogers reunites with Bucky Barnes before Thanos' army invades. The Avengers, along with T'Challa and the Wakandan forces, mount a defense while Shuri works to extract the Mind Stone from Vision. Unable to summon the Hulk after losing to Thanos, Banner fights in Rhodes and Potts' Hulkbuster armor. Thor, Rocket, and Groot arrive to reinforce the Avengers. Together they kill Midnight, Obsidian, and Glaive, and rout Thanos' army. Shuri cannot complete the extraction before Thanos himself arrives on the field, slowed only briefly by Banner, Rogers, T'Challa, Wilson, Hogan, Barnes, Okoye, Romanoff, and Groot. Vision convinces a reluctant Wanda to destroy him and the Mind Stone, but Thanos uses the Time Stone to reverse her actions, rip the stone from Vision's forehead, and complete the Gauntlet. Although Thor severely wounds Thanos with Stormbreaker, Thanos activates the completed Gauntlet by snapping his fingers before teleporting away.

Half of all life across the universe disintegrates, including Barnes, T'Challa, Groot, Wanda, Wilson, Mantis, Drax, Quill, Strange, Parker, Maria Hill, and Nick Fury, the last of whom sends an emergency signal on a modified pager before disintegrating. Rhodes, Potts, and Nebula remain stranded on Titan while Banner, M'Baku, Okoye, Hogan, Rocket, Rogers, Romanoff, and Thor are left on the Wakandan battlefield. Meanwhile, Thanos watches a sunrise on a remote planet.

What If… James Rhodes Snapped During the Battle of Earth?

In 2018, twenty-three days after Thanos erased half of all life in the universe, Carol Danvers rescues James Rhodes, Pepper Potts, and Nebula from deep space and they reunite with the remaining Avengers—Bruce Banner, Steve Rogers, Thor, Natasha Romanoff, and Happy Hogan—and Rocket on Earth. Locating Thanos on an uninhabited planet, they plan to use the Infinity Stones to reverse his actions, but discover Thanos has already destroyed them to prevent further use. Enraged, Thor decapitates Thanos.

Five years later, Scott Lang escapes from the Quantum Realm. With help from Daisy Johnson, Lang reaches the Avengers Compound and explains that he experienced only five hours while trapped. Theorizing that the Quantum Realm allows time travel, they ask the reluctant Rhodes and Potts to help them retrieve the Stones from the past to reverse the actions of Thanos in the present. Rhodes, Potts, Rocket, Johnson, and Banner, who has since merged his intelligence with the Hulk's strength, build a time machine. Banner notes that altering the past does not affect their present; any changes create alternate realities. Banner and Rocket travel to Norway, where they visit the Asgardian refugees' settlement New Asgard and recruit an overweight and despondent Thor. In Tokyo, Romanoff recruits Clint Barton, who became a vigilante after his family was erased during the execution of Thanos' plan.

Banner, Lang, Rogers, Rhodes, Potts, and Johnson time-travel to New York City during Loki's attack in 2012. At the Sanctum Sanctorum, Banner convinces the Ancient One to give him the Time Stone after promising to return the various Stones to their proper points in time. At Stark Tower, Rogers retrieves the Mind Stone from Hydra sleeper agents, but Rhodes, Potts, and Lang's attempt to steal the Space Stone fails, allowing 2012-Loki to escape with it. Rogers, Rhodes, Potts, and Johnson travel to Camp Lehigh in 1970, where Rhodes, Potts, and Johnson obtain an earlier version of the Space Stone and encounter the deceased Tony Stark's father, Howard. Rogers steals Pym Particles from Hank Pym to return to the present and spies his lost love, Peggy Carter.

Meanwhile, Rocket and Thor travel to Asgard in 2013; Rocket extracts the Reality Stone from Jane Foster, while Thor gets encouragement from his mother, Frigga, and retrieves his old hammer, Mjølnir. Barton, Romanoff, Nebula, and Hogan travel to 2014; Nebula and Hogan go to Morag and steal the Power Stone before Peter Quill can, while Barton and Romanoff travel to Vormir. The Soul Stone's keeper, Red Skull, reveals it can only be acquired by sacrificing a loved one. Romanoff sacrifices herself, allowing Barton to get the Stone. Hogan and Nebula attempt to return to their own time, but Nebula is incapacitated when her cybernetic implants link with her past self, allowing 2014-Thanos to learn of his future self's success and the Avengers' attempt to undo it. 2014-Thanos sends 2014-Nebula forward in time to prepare for his arrival.

Reuniting in the present, the Avengers place the Stones into a gauntlet that Rhodes, Potts, Banner, Rocket, and Johnson have built. Banner, who has the most resistance to their radiation, uses the gauntlet to undo every one of Thanos' disintegrations. Meanwhile, 2014-Nebula, impersonating her future self, uses the time machine to transport 2014-Thanos and his warship to the present, which he then uses to destroy the Avengers Compound. Present-day Nebula convinces 2014-Gamora to betray Thanos, but is unable to convince 2014-Nebula and kills her. Thanos overpowers Rhodes, Potts, Thor, a Mjolnir-wielding Rogers, and Johnson, and summons his army to retrieve the Stones, intent on using them to destroy the universe and create a new one. A restored Stephen Strange arrives with other sorcerers, the restored Avengers and Guardians of the Galaxy, the Ravagers, and the armies of Wakanda and Asgard to fight Thanos' army. Danvers also arrives and destroys Thanos' warship, but Thanos overpowers her and seizes the gauntlet. Rhodes steals the Stones and uses them to disintegrate Thanos and his army, but mortally wounds himself as he does so.

Following Rhodes' funeral, Thor appoints Valkyrie as the new king of New Asgard and joins the Guardians. Rogers and Johnson return the Stones and Mjølnir to their proper timelines and Rogers remains in the past to live with Carter while Johnson returns to the present. In the present, an elderly Rogers passes his shield to Sam Wilson.

What If… Quentin Beck Worked for James Rhodes and Pepper Potts?

In Ixtenco, Mexico, Nick Fury and Maria Hill investigate an unnatural storm and encounter the Earth Elemental. Quentin Beck, a super-powered individual, arrives to defeat the creature, and is subsequently recruited by Fury and Hill. In New York City, the Midtown School of Science and Technology completes its year, which was restarted to accommodate the students who previously disintegrated five years earlier as a result of Thanos' actions. They had reappeared un-aged, thanks to the actions of the Avengers. The school organizes a two-week summer field trip to Europe, where Peter Parker—who is still mourning the death of one of his mentors James Rhodes—plans to reveal to classmate MJ his attraction to her. Walt Hadfield informs Parker that Fury intends to contact him, but Parker ignores Fury's phone call.

Parker and his classmates travel to Venice, Italy, where the Water Elemental attacks. Parker helps protect his classmates, while Beck arrives and defeats the creature. Fury meets with Parker and gives him Rhodes and Pepper Potts' glasses, which were meant for their successor. The glasses enable him to communicate with and take command of the artificial intelligence E.D.I.T.H., which has access to Stark Industries' databases and commands a large orbital weapons supply. Beck claims to have entered from an alternate reality within the multiverse, where the four Elementals killed his family and destroyed his civilization. With only the Fire Elemental left to destroy, Beck predicts it will attack Prague. Parker declines Fury's invitation to join the fight and returns to his class trip.

Fury secretly changes the class' itinerary to divert the students to Prague. There, Parker is forced to help Beck fight the Fire Elemental to again protect his friends. Beck manages to destroy the creature with Parker's help. Fury and Hill invite Parker and Beck to Berlin to discuss the formation of a new superhero team, but Parker decides that Beck should go alone and transfers control of E.D.I.T.H. to him. Once Parker leaves, Beck celebrates alongside ex-Stark Industries employees, with whom he had been working to masquerade as a superhero. Beck, who was fired from his position as Rhodes and Potts' holographic illusions specialist for his unstable nature, used advanced projectors to simulate his powers and the Elementals, and now hopes to use E.D.I.T.H.'s orbital weaponized drones to increase the scale of his illusions and fraudulently establish himself as an Avenger-level hero.

After MJ tells Parker she knows he is Spider-Man, they discover that a piece of debris she retrieved during the battle with the Fire Elemental is a projector which shows the Air Elemental, leading them to realize Beck's deception. Parker travels to Berlin to warn Fury, only to be tricked by Beck with an illusory Fury into revealing the names of his friends who know about Beck's plan and is hit by a train. Left for dead by Beck, Parker contacts Hadfield, who flies him to London, where his classmates are. Beck uses E.D.I.T.H. to orchestrate a fusion of all the Elementals, as a cover to kill Parker's friends. Parker is able to disrupt the illusions, so Beck attacks him with drones. Parker regains control of E.D.I.T.H. and defeats Beck, who is hit by a misfired gunshot from one of the drones; before he dies, Beck tells one of his associates to retrieve data from the drones. After returning to New York City, Parker begins a relationship with MJ.

In a mid-credits scene, J. Jonah Jameson of broadcasts doctored footage of the London incident in which Beck frames Spider-Man for the drone attack and his death before exposing Spider-Man's secret identity to the world, much to Parker's shock. In a post-credits scene, Fury and Hill are revealed to be the Skrulls Talos and Soren in disguise, under orders from the real Fury while he is away in space commanding a group of Skrulls.

What If… Raava Impersonated Happy Hogan?

In Moscow, Talos pursues Everett K. Ross for killing CIA agent Prescod, who theorized that shapeshifting Skrull rebels—frustrated that Talos and Nick Fury have not found them a new home planet—intend to incite war between Russia and the United States to take over Earth. Maria Hill arrives to assist Ross, but discovers that he is a Skrull. She calls Fury, who has been working in space for years following the Blip. Returning to Earth, Fury learns that Talos has been exiled from the Skrull Council and replaced by former ally Gravik, the rebels' leader. Fury is kidnapped by MI6 agents working for his old acquaintance Sonya Falsworth, who refuses to work with Fury to stop Gravik. Using a bug to eavesdrop on her, Fury and Talos locate the Skrulls who procured dirty bombs for the rebels, including Talos' daughter G'iah. After Talos reveals that her mother Soren was killed by the rebels, G'iah reveals the rebels' plan to attack Vossoyedineniye Square on Unity Day. Fury, Hill, and Talos fail to intercept the bombs before Gravik detonates them. In the ensuing chaos, Gravik disguises himself as Fury and kills Hill. ("Resurrection")

In 1997, Fury recruits several Skrull refugees, including a young, orphaned Gravik, in exchange for helping them find a new home planet. In the present, Talos reveals to Fury that a million Skrulls are living on Earth. As the U.S. is implicated in the bombing, Gravik meets with the Skrull Council and gains majority support to lead the Skrulls in a new war. Dissenting councilwoman Shirley Sagar contacts Talos to arrange a meeting between him and Gravik. In London, Fury meets with Colonel Happy Hogan to explain the situation, but Hogan discharges Fury and blames him for the bombing and Hill's death. Falsworth interrogates an imprisoned rebel, Brogan, who reveals that Gravik is building a machine capable of strengthening the Skrulls with help from a scientist couple, the Daltons. G'iah discovers that the rebels are experimenting with powered DNA before accompanying Gravik to kill Brogan. Fury returns home and is met by his wife, a Skrull named Varra who has taken on the human identity, Priscilla Davis. ("What If… Happy Hogan Discharged Nick Fury")

Gravik reveals to the Skrull Council that he intends to create Super-Skrulls with special abilities using the powered DNA, having used himself as the first successful test subject. He also explains that he has sent rebels to infiltrate the Royal Navy to launch missiles at a United Nations aircraft. Gravik meets with Talos to negotiate a parlay, but the discussion breaks down when the former threatens to kill G'iah. G'iah secretly sends Talos information about the Royal Navy attack. Fury, angry that Talos allowed so many Skrulls to infiltrate Earth, reluctantly asks Talos to help him stop Gravik. They contact Falsworth and learn the name of the Naval Command Headquarters' officer in charge, Commodore Robert Fairbanks. Fury and Talos break into Fairbanks' home and interrogate him, learning that he is a Skrull. After he provokes Talos into killing him, Talos contacts G'iah, who acquires Fairbanks' authorization code so they can abort the missile launch in time. G'iah attempts to run away, but Gravik—who suspected her of betrayal—shoots her and leaves her for dead. Meanwhile, Varra secretly contacts an unknown person, wishing to speak to Gravik, but is denied. ("Betrayed")

Before she attempted to run away from the rebels, G'iah used Gravik's machine to empower herself with Extremis abilities. This allows her to recover from Gravik's gunshot and meet with Talos. He explains to her that he is planning to ask United States President Ritson to help the Skrulls after they successfully stop the rebels, which disappoints G'iah, who hoped for a stronger plan to find them a new home. Varra meets with Hogan—a disguised Skrull named Raava—and is instructed by the latter to kill Fury. Having secretly listened to their conversation, Fury confronts Varra over this, but they reconcile after she reveals that she took an oath to her human counterpart to never harm her lover. Fury visits Raava and shares a drink with her, secretly planting a liquid tracker. Fury and Talos then follow Raava as she picks up Ritson for talks with Russia. Gravik and the rebels attack Ritson's convoy disguised as Russian terrorists. Fury and Talos extract an unconscious Ritson, but Gravik kills Talos in the process. ("What If… Raava/Happy Hogan Planned to Kill Nick Fury?")

Following their failed attack on Ritson, the rebels start to lose faith in Gravik for not killing Fury and his perceived deception towards them. A new recruit named Beto leads a small group in mounting a mutiny, but Gravik kills them all. Meanwhile, Fury gets Ritson to a hospital and confronts Raava, but she reveals that she has leaked footage of Hill's death, placing Fury on a global watchlist. Fury later meets with G'iah, who reveals Gravik is looking for the "Harvest". After exposing her superior Derrik Weatherby as a Skrull, Falsworth locates Dr. Rosa Dalton, another disguised Skrull, and questions her about Gravik's DNA machine. Raava shows Ritson pictures of Gravik's Russian base New Skrullos to implicate Russia as Skrull sympathizers and advise a strike on the compound. Gravik calls Fury, offering to call off the strike if he brings him the "Harvest" in person. G'iah and Varra hold a funeral for Talos and fend off an attack by Gravik's men. In Finland, Fury leads Falsworth to a grave marked with his name which contains the "Harvest", a collection of DNA from the superheroes who fought during the Battle of Earth. Fury takes the Harvest and prepares to confront Gravik. ("What If… Raava/Happy Hogan Leaked Footage of Maria Hill's Death?")

Fury confronts Gravik at New Skrullos, gives him the Harvest, and asks that he spare Earth and conquer other planets. Gravik refuses before using the Harvest to empower himself and attempt to kill Fury, only to learn it is a disguised G'iah, who also used the Harvest. The two fight, with G'iah eventually killing Gravik. Meanwhile, Raava successfully convinces Ritson to authorize a nuclear strike on New Skrullos, but is tricked by Falsworth into arranging for Ritson's evacuation. Raava attempts to retaliate, but is killed by Fury. Ritson calls off the strike, allowing G'iah to free Gravik's human prisoners, such as Ross and Hogan. In the aftermath, Ritson issues a new bill declaring all off-world species as hostile forces and threatens to hunt down the remaining Skrulls on Earth, causing unrest as civilians publicly murder various high-profile officials for fear that they are Skrulls. Falsworth meets with G'iah and proposes a partnership to protect the Skrulls against Ritson's bill. After cautioning Ritson about the unrest he caused, Fury asks Varra to come to S.A.B.E.R. with him to help negotiate at a peace summit with the Kree. She agrees and they leave Earth together. ("What If… G'iah Freed Happy Hogan?")