"What If... T'Challa Became a Star-Lord?" is the second episode of the first season of the American animated television series What If...?, based on the Marvel Comics series of the same name. It explores what would happen if the events of the Marvel Cinematic Universe (MCU) films Guardians of the Galaxy (2014) and Black Panther (2018) occurred differently, with Yondu Udonta and the Ravagers abducting a young T'Challa instead of Peter Quill. The episode was written by story editor Matthew Chauncey and directed by Bryan Andrews.
Jeffrey Wright narrates the series as the Watcher, with this episode also starring the voices of Chadwick Boseman (T'Challa), Michael Rooker (Udonta), Josh Brolin, Benicio del Toro, Kurt Russell, Ophelia Lovibond, Carrie Coon, Tom Vaughan-Lawlor, Karen Gillan, Djimon Hounsou, John Kani, Sean Gunn, Chris Sullivan, Seth Green, and Danai Gurira. The series began development by September 2018, with Andrews joining soon after, and many actors expected to reprise their roles from the MCU films. Animation for the episode was provided by Blue Spirit, with Stephan Franck serving as head of animation. The episode shows the impact T'Challa would have across the galaxy, and is dedicated to Boseman, who died in August 2020.
"What If... T'Challa Became a Star-Lord?" was released on Disney+ on August 18, 2021. Critics found the episode to be an improvement over the series premiere, praising its premise, heist plot, and the changes made to existing MCU characters such as Brolin's reformed Thanos. The performances of Boseman, Hounsou, and Brolin also received praise, with Boseman posthumously winning a Primetime Emmy Award for his performance.
Plot In 1988, the Ravagers are hired by Ego, a Celestial, to retrieve his son Peter Quill from Earth. Ravager leader Yondu Udonta assigns this task to his underlings Kraglin Obfonteri and Taserface, who mistakenly abduct a young T'Challa from Wakanda.
20 years later, T'Challa has become a famous intergalactic pirate and hero known as Star-Lord, reformed the Ravagers using the Earth hero Robin Hood and his Merry Men as inspiration, and persuaded Thanos to abandon his plan of eliminating half of all life in the universe and join the Ravagers. He also believes that Udonta attempted to return him to Wakanda as a child, but it had been destroyed.
After obtaining an orb containing the Power Stone and recruiting Korath the Pursuer into the Ravagers, the group are approached by Thanos' adopted daughter Nebula, who proposes a heist to steal one of Taneleer Tivan / The Collector's artifacts: the Embers of Genesis, cosmic dust capable of terraforming ecosystems and eradicating galactic hunger. At Tivan's headquarters on Knowhere, the Ravagers distract his enforcers, the Black Order, while Nebula and Udonta offer him the orb, allowing T'Challa to infiltrate Tivan's vast collection for the Embers. Instead, he finds a Wakandan spacecraft sent in search of him, realizes that Udonta lied about Wakanda, and falls out with Udonta before Nebula seemingly betrays the Ravagers and has them captured.
T'Challa decries Tivan's practice of imprisoning others in his collection, which inspires Tivan's slave, Carina, to free T'Challa. Having obtained the Embers, Nebula frees the Ravagers and helps them defeat the Black Order while T'Challa and Udonta defeat Tivan and leave him at Carina and his captives' mercy.
T'Challa forgives Udonta for his deception before the Ravagers return to Earth so T'Challa can reunite with his family. Elsewhere on Earth, an older Quill is now working as a Dairy Queen janitor when Ego approaches him.
Production Development
By September 2018, Marvel Studios was developing an animated anthology series based on the What If...? comic books, which would explore how the Marvel Cinematic Universe (MCU) films would be altered if certain events occurred differently. Director Bryan Andrews met Marvel Studios executive Brad Winderbaum about the project as early as 2018, and his involvement was announced in August 2019. Andrews and Winderbaum executive produce alongside head writer A. C. Bradley, Kevin Feige, Louis D'Esposito, and Victoria Alonso. Story editor Matthew Chauncey wrote the second episode, titled "What If... T'Challa Became a Star-Lord?", which features an alternate storyline of the films Guardians of the Galaxy (2014) and Black Panther (2018). The episode is dedicated to star Chadwick Boseman, who reprised his Black Panther role prior to his death in August 2020. "What If... T'Challa Became a Star-Lord?" was released on Disney+ on August 18, 2021.
Writing The episode was written around January and February 2019. In the episode's alternate storyline, Yondu Udonta and the Ravagers abduct a young T'Challa instead of Peter Quill, with T'Challa becoming the hero Star-Lord. The writers had wanted to explore what it would be like if Yondu abducted a different child, and settled on T'Challa when they realized that he was the same age as Peter Quill. Boseman read early versions of the episode's script to ensure that they stayed true to T'Challa's character, since he is a role model and hero to younger viewers. Guardians of the Galaxy director James Gunn also gave notes on the script, especially for how it used the Ravagers, while Black Panther writer and director Ryan Coogler and executive producer Nate Moore were shown the script to ensure it was a faithful adaption of T'Challa and his world. The episode is inspired by heist films, with Bradley taking specific influence for the episode's tone from the film Ocean's Eleven (2001); but the episode became slightly more serious following Boseman's death.
Boseman felt the episode allowed T'Challa to have "more of a wink and a smile" without the pressure of being king, but still retained his "moral compass". Bradley described T'Challa as a character who changes his environment rather than having a character arc himself, saying, "He doesn't go through a transformation, he transforms the world". The writers therefore wanted to see how T'Challa could "transform outer space", and decided that he would become a Robin Hood-like figure who is "creating the best world for people, creating the best life" while still being true to who he is. The episode explores the "ripple effect" that this has across the galaxy, resulting in changes from the MCU films such as the Guardians of the Galaxy never forming; the Ravagers becoming a "more noble, straight-laced operation"; and the supervillain Thanos being reformed and joining the Ravagers. The writers initially avoided addressing Thanos in the episode, but added him when they realized that he could be a good example to show the differences in this universe caused by T'Challa. A running joke throughout the episode is that Thanos still believes his plan to eliminate half the universe would have worked. This change to Thanos created the "power vacuum" that allows Taneleer Tivan / The Collector to become a supervillain, and also allows Thanos' adopted daughter Nebula to be portrayed as better-adjusted. The writers chose to hint at a relationship between Nebula and T'Challa because they did not feel Gamora would be a good romantic fit for T'Challa as she was for Quill in the Guardians of the Galaxy films. This gives Nebula a femme fatale/Tess Ocean-type role in the episode, with this version of the character marketed as "Heist Nebula".
Casting and voice recording
Jeffrey Wright narrates the episode as the Watcher, with Marvel planning to have other characters in the series voiced by the actors who portrayed them in the MCU films. This episode stars Black Panthers Chadwick Boseman as Star-Lord T'Challa, with Maddix Robinson voicing a young version of the character. Black Panther stars Danai Gurira and John Kani also reprise their roles for the episode, as Okoye and T'Chaka, respectively. Returning from Guardians of the Galaxy are Michael Rooker as Yondu Udonta, Josh Brolin as Thanos, Benicio del Toro as Taneleer Tivan / The Collector, Ophelia Lovibond as Carina, Karen Gillan as Nebula, Djimon Hounsou as Korath the Pursuer, Sean Gunn as Kraglin Obfonteri, and Seth Green as Howard the Duck. Green, a fan of the original What If...? comics, recorded his lines prior to the release of Avengers: Endgame (2019). Chris Sullivan and Kurt Russell reprise their respective roles of Taserface and Ego from Guardians of the Galaxy Vol. 2 (2017), while Carrie Coon and Tom Vaughan-Lawlor reprise their roles from Avengers: Infinity War (2018) as Black Order members Proxima Midnight and Ebony Maw. MCU characters Ramonda, Shuri, Cull Obsidian, and Cosmo the Spacedog appear in non-speaking roles.
Fred Tatasciore voices both Drax and Corvus Glaive in the episode, replacing original actors Dave Bautista and Michael James Shaw, respectively. Bautista indicated that he was not asked by Marvel to be a part of the series, which surprised Winderbaum who assumed that there was some miscommunication at some point because he believed all MCU actors were asked, through their agents or directly, to participate in the series. Brian T. Delaney voices Peter Quill, replacing Chris Pratt, while Tanya Wheelock voices a female Ravager.
What If...? was Boseman's final performance. Andrews said Boseman approached the voice recording sessions "from a theatrically-trained actor's point of view", reading the scene descriptions between his lines to make it feel like a play. According to Andrews, Boseman enjoyed this version of the character because he was "the King without the mantle, the royalty and everything else that goes along with it". This allowed Boseman to bring a lighter approach and "jokey" feel to the performance. After this experience, Boseman had discussed incorporating elements of this "Gung ho" version of the character in Black Panther: Wakanda Forever (2022) with Feige and Coogler. A spin-off series centered on Star-Lord T'Challa had been in development but it was left in "limbo" after Boseman's death, with Andrews admitting ahead of the premiere of the What If...? spin-off series Marvel Zombies (2025) that Marvel Animation would have prioritized making the Star-Lord T'Challa series before Marvel Zombies had Boseman not died. Nebula flirtatiously calls T'Challa "Cha Cha" in the episode, which was an ad lib from Gillan that the creatives enjoyed and added to multiple scenes since that banter is a staple of the heist genre. Gunn also ad libbed a line that Bradley felt was the funniest of the episode, but it was ultimately cut. The episode's version of Thanos was jokingly referred to as "California Thanos" by the creatives due to Brolin's "mellow" approach to recording, as if he was "hanging out in boardshorts".
Animation Animation for the episode was provided by Blue Spirit, with Stephan Franck serving as head of animation. Andrews developed the series' cel-shaded animation style with Ryan Meinerding, the head of visual development at Marvel Studios. Though the series has a consistent art style, elements such as the color palette differ between episodes; Meinerding stated that this episode has more of a science-fiction style compared to the previous episode. Concept art for the episode is included during the end credits, and was released online by Marvel following the episode's premiere.