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Steve Rogers sent me. The name's Captain Carter.
~ Captain Carter introducing herself to Bucky Barnes.
The war's out there, Colonel, not in here. If we're going to win, it won't be with me stuck behind a desk.
~ Peggy Carter to John Flynn.

Dr. Margaret Elizabeth "Peggy" Carter, Ph.D., also known as Captain Carter, is a major character in first season of the What If series, as the titular protagonist of the first episode "What If Captain Carter Were the First Avenger" and a protagonist of the finale "What If The Watcher Broke His Oath".

She is a variant of Peggy Carter who took the Super Soldier serum instead of Steve Rogers, becoming a superhero to fight HYDRA. She would sent to the twenty-first century, where she became an agent of S.H.I.E.L.D. and was later recruited into the Guardians of the Multiverse to stop Infinity Ultron from conquering the multiverse.

Like her original version, she is portrayed by Hayley Atwell, who also played the 838 counterpart in Doctor Strange in the Multiverse of Madness.



Margaret Elizabeth "Peggy" Carter's history is similar to her sacred timeline counterpart, being born in the 1920s to Harrison and Amanda Carter, and being the sister to Michael Carter. When the Second World War occurred, Carter joined the British Army before being recruited into the Strategic Scientific Reserve.

What If…?

While the majority of the events leading up to the serum test stay the same, the changes begin when, at the serum test, Peggy opts to watch from the main theatre instead of the observation room. Heinz Kruger detonates his bomb next to Abraham Erskine, instantly killing him and interrupting the test, and shoots Steve Rogers as he is exiting the pod. However, Peggy shoots Kruger dead, and enters the pod herself, being injected with the serum and gaining superhuman strength and resilience. Despite the objections of Colonel Flynn, Peggy retrieves the recently-stolen Tesseract from HYDRA, with Howard Stark using it to build Steve's "HYDRA Stomper" suit, while Peggy takes up the alias of "Captain Carter".

Carter, Rogers and the Howling Commandos continue to battle both Nazi and HYDRA soldiers over the span of the war, and form a romantic bond over time. However, HYDRA's leader Red Skull, who seeks to use the Tesseract to summon a extraterrestrial beast to win the war, tricks Carter and the team into raiding a train full of dynamite, with the resulting explosion seemingly killing Rogers.

Distraught and vengeful, Carter decides to launch a direct attack on HYDRA's base. There, they find both Rogers being held prisoner, and Red Skull using the Tesseract to successfully summons the beast. However, it instead kills Red Skull and starts to destroy the base. Despite the team's best efforts, they are unable to close the portal, and Carter is forced to push the beast back in, being pulled into the portal herself and disappearing from Earth for seventy years.

Carter is transported to the year 2012, having likely defeated the beast. She is met by Nick Fury and Clint Barton. Carter is saddened to learn that she has returned long after World War II's end, believing Rogers to be long dead by now. She would become an agent of S.H.I.E.L.D., and would battle against Batroc. During her battle against him, she saw Uatu the Watcher in the sky, who informed the agent that she had been chosen to join the Guardians of the Multiverse.

The Watcher explained to Carter and the others that Infinity Ultron was preparing to conquer the universe, as he managed to obtain the Infinity Stones and wipe out his universe. Joining with T'Challa, Doctor Strange Supreme, Gamora, Prince Killmonger, and Party Thor, Carter battled Infinity Ultron in stopping the rogue A.I. from destroying the entire multiverse. Upon their victory, Killmonger betrayed the group and obtained the Infinity Stones. He was put into a standstill by Arnim Zola, and the two were entrapped in a pocket dimension by Strange Supreme. After stopping Ultron, Carter returned to her universe and learned that the HYDRA Stomper armor was discovered with someone in it.


While her physical appearance is mainly the same as her original counterpart, she becomes much taller and more muscular after being injected with the Super Soldier serum. As Captain Carter, she wears a armored bodysuit with the pattern of the Union Jack, with her vibranium shield showing a similar pattern.


Much like her main timeline counterpart, Captain Carter is brave and not happy with gender discrimination. Proof of her good heart is that Erskine's serum gave her the same result as Steve in the main timeline.

Just like her main counterpart, Peggy still loved Steve; respecting his choice to join the war in Howard's HYDRA Stomper armor. Even when she arrived in the 21st century, Peggy held a torch for him, and was shocked to discover the HYDRA stomper armor when she returned to her universe.

Powers and Abilities


  • Artificially Enhanced Physiology: Injected with the super soldier serum, Carter gained enhanced abilities that push her to a superhuman level.
    • Superhuman Intelligence: Carter's mental state was enhanced upon taking the serum, allowing to think rapidly than an average human.
    • Superhuman Strength: Captain Carter's strength was increased to superhuman levels, allowing her to flip a truck with ease, and push HYDRA's champion into the wormhole.
    • Superhuman Durability: Captain Carter's durability was enhanced to its peak, making her more resilient to her opponents attacks.
    • Superhuman Speed: Captain Carter's speed was enhanced to the point that she surpassed an Olympic athlete, as she was able to catch up to a man driving a motorcycle.
    • Superhuman Agility: Carter's is greatly agile, capable of flipping high in the air and fight numerous combatants with ease.
    • Superhuman Stamina: Carter's stamina was enhanced to the point that she showed no fatigue when in combat, and could last for hours without slowing down.
    • Superhuman Reflexes: With enhanced reflexes, Captain Carter can deflect oncoming bullets within seconds. She was capable of deflecting gunfire with her shield, or enemy attacks with her enhanced agility and senses.
    • Superhuman Senses: Carter's senses were enhanced to their peak, amplifying them far beyond a natural human being.
    • Regenerative Healing Factor: Carter's healing factor is enhanced to it's peak, allowing her to recover from any injuries quickly.
    • Superhuman Longevity: The serum slowed down her age.

Former Powers

  • Protection Spell: Carter was granted the protection spell by Strange Supreme, allowing her and the Guardians of the Multiverse to withstand several attacks from Ultron. The spell was granted increased her shield's damage, allowing her to stun Infinity Ultron in battle. However, the spell was only temporarily after receiving several blows from the artificial intelligence.


  • Master Martial Artist: Due to her military training and war experience, Carter is a master combatant and martial artist. She possibly received more training in martial arts once she became an agent of S.H.I.E.L.D.
  • Shield Mastery: Carter is extremely skilled with her shield, mastering the ability to hurl the weapon at her targets and having to return to her.
  • Sword Mastery: Carter is a master swordsman, being able to cut off a tentacle of HYDRA's champion.
  • Expert Marksman: She is a capable marksman due to her military and agency training, capable of hitting targets with firearms and her shield accurately.
  • Master Acrobat: Carter is a skilled gymnast, and her athleticism was further improved once she obtained the super solder serum.
  • Master Tactician: Carter is a capable leader and tactician, leading the Howling Commandos in successful missions against HYDRA.
  • Bilingualism: She can speak her native English, but is also fluent in German.



  • Captain Carter's Shield: Captain Carter wields a shield created by Howard Stark, who formed it from the material vibranium. The shield can deflect bullets, and can ricochet off of objects or people.
  • Pistol: Captain Carter carried a pistol with her, which she used to kill Heinz Kruger.
  • Captain Carter's Sword: Carter obtained a sword to fight HYDRA's champion, which she kept with her when she was transported to the twenty-first century.



  • Although most What If...? episodes are meant to be standalone and their characters only having one-shot appearances, it's confirmed that Captain Carter will be appearing in future episodes of the show and her universe will be revisited due to her popularity.
    • What If...? director Bryan Andrews has also expressed interest in a live-action film franchise starring Captain Carter with Hayley Atwell reprising her role as a potential live-action spin-off of What If...?, as executive producer Brad Winderbaum has stated that there's potential for some characters in the show to appear in live-action media if they prove popular.
    • This was proven true with another version of Captain Carter appearing in the 2022 live-action film Doctor Strange in the Multiverse of Madness.


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The Avengers
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Nick Fury | Phil Coulson | Maria Hill | Sharon Carter | Hawkeye | Black Widow | Peggy Carter | Chester Phillips | Howard Stark | Melinda May | Quake | Leo Fitz | Mockingbird | Jemma Simmons | Lance Hunter | Alphonse Mackenzie | Yo-Yo Rodriguez | Robert Gonzales | Deathlok | Lincoln Campbell | Joey Gutierrez | Lash | Jimmy Woo | Rick Mason | Deke Shaw

Thor Odinson | Odin Borson | Loki Laufeyson | Valkyrie | Sif | Heimdall | Bor Burison | Warriors Three (Fandral, Hogun & Volstagg) | Frigga | Skurge

Howling Commandos
Captain America | Winter Soldier | Dum Dum Dugan | Gabe Jones | James Montgomery Falsworth | Jim Morita | Jacques Dernier

United States Military
War Machine | Thunderbolt Ross | Everett Ross | Abraham Erskine | U.S. Agent | Battlestar | Isaiah Bradley

Guardians of the Galaxy
Star-Lord | Gamora | Rocket Raccoon | Groot | Drax the Destroyer | Mantis | Yondu Udonta | Nebula | Thor Odinson | Korg | Kraglin Obfonteri

Yondu Udonta | Kraglin Obfonteri | Stakar Ogord | Martinex T'Naga | Charlie-27 | Aleta Ogord | Mainframe | Krugarr
Alternate Timeline: Thanos | Korath the Pursuer

Nova Corps
Rhomann Dey | Irani Rael | Garthan Saal

The Defenders
Daredevil | Jessica Jones | Luke Cage | Iron Fist

Masters of the Mystic Arts
Doctor Strange | Ancient One | Wong | Karl Mordo | Sara Wolfe | Rintrah | America Chavez

Black Panther | Dora Milaje (Okoye & Ayo) | Nakia | Shuri | Ramonda | T'Chaka | M'Baku | Zuri

STARK Industries
Iron Man | Happy Hogan | J.A.R.V.I.S. | Pepper Potts | Helen Cho | E.D.I.T.H. | Karen | F.R.I.D.A.Y. | Edwin Jarvis

Culver University
Jane Foster | Darcy Lewis | Erik Selvig | Betty Ross

PYM Tech and X-Con Security Consultants
Hank Pym | Ant-Man | Wasp | Janet Van Dyne | Luis | Dave | Ant-thony | Kurt Goreshter

House of Agon
Black Bolt | Medusa | Triton | Karnak | Gorgon | Lockjaw | Crystal

Alex Wilder | Chase Stein | Molly Hernandez | Nico Minoru | Karolina Dean | Gert Yorkes | Old Lace

The Revengers and Sakaaran Rebellion
Thor Odinson | Loki Odinson | Hulk | Valkyrie | Korg | Miek

Maria Rambeau | Monica Rambeau

The Eternals
Sersi | Ikaris | Kingo | Sprite | Phastos | Makkari | Druig | Gilgamesh | Ajak | Thena | Starfox

Time Variance Authority
Loki Laufeyson (L1130) | Mobius | Hunter B-15 | Hunter C-20

Midtown School of Science and Technology
MJ | Ned Leeds | Flash Thompson | Betty Brant

Talos | Soren | Norex

Red Room
Black Widow | Yelena Belova | Red Guardian | Melina Vostokoff

Ta Lo Armed Forces
Shang-Chi | Katy Chen | Xialing | Ying Nan | Trevor Slattery | Guang Bo | Ying Li | Great Protector | Morris

Moon Knight | Scarlet Scarab

Assorted Variants
Guardians of the Multiverse
Uatu the Watcher | Captain Carter (Earth-82111) | Star-Lord (T'Challa) | Party Thor | Gamora (Daughter of Thanos) | Black Widow (Earth-29929) | Strange Supreme

Spider-Man | Doctor Octopus

Spider-Man | Lizard

Christine Palmer | Professor X | Captain Carter | Black Bolt | Captain Marvel | Mr. Fantastic

Loki Variants
Sylvie Laufeydottir | Classic Loki | Kid Loki | Alligator Loki

Gamora | HYDRA Stomper | Iron Man (Sakaaran Armor) | Spider-Man (Zombie Apocalypse) | Lady Nebula | Eddie Brock/Venom | Defender Strange

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TV Show
Season 1
Guardians of the Multiverse (Uatu the Watcher | Captain Carter (Earth-82111) | Star-Lord (T'Challa) | Party Thor | Gamora (Daughter of Thanos) | Black Widow (Earth-29929) | Strange Supreme) | HYDRA Stomper | Iron Man (Sakaaran Armor) | Spider-Man (Zombie Apocalypse) | Lady Nebula

See Also
Marvel Cinematic Universe Heroes | Spider-Man Heroes | Doctor Strange Heroes