How Mac Smith & Jeff King crafted a World of Sonic Possibilities for Marvel Studios’ Series “What If…?”

In a multiverse, the possibilities are infinite. All one has to do is ask, “What if…?” That is the premise of Marvel Studios’ animated series What If…? – both seasons are available to stream on Disney+.

Supervising sound editor Mac Smith and re-recording mixer Jeff King – at Skywalker Sound – are in the running for 2024 Emmy nominations for What If…? S2:E6 “What If…Kahhori Reshaped the World?” in the “Outstanding Sound Editing for a Comedy or Drama Series (Half-Hour) and Animation” and “Outstanding Sound Mixing for a Comedy or Drama Series (Half-Hour) and Animation” categories.

Smith has previously won a 2022 Emmy Award for “Outstanding Sound Editing for a Limited or Anthology Series, Movie or Special” on Moon Knight, and King earned a 2021 Emmy nomination for “Outstanding Sound Mixing for a Nonfiction or Reality Program (Single or Multi-Camera)” on The Bee Gees: How Can You Mend a Broken Heart.

In “What If…Kahhori Reshaped the World?,” the Tesseract lands on a multiverse version of Earth and splits apart, creating a Sky World where one tribe of Native Americans finds themselves living in peace and harmony (thanks to the power of the Tesseract shards) while their counterparts on the ground are plagued by attacks from Spanish Conquistadors. A young woman named Kahhori, from a Mohawk tribe, enters the Sky World via the Forbidden Lake. She is welcomed there but is determined to return home to help her village defeat the Conquistadors. After learning how to harness the power from the Tesseract shards, she makes her way home to rescue her people. The Sky World people join her, and together they make their way to the throne room of the queen in Spain to put an end to their inhumane attacks for good.

Here, Smith and King talk about creating sounds for the Tesseract-infused Sky World, mixing the epic battle between Kahhori and the Conquistadors, and more!

Marvel Studios’ What If…? Season 2 | Official Trailer | Disney+

What went into the sound of Sky World? How does it compare to the sound of Kahhori’s world?

Jeff King (JK): Both worlds are very atmospheric. They needed to feel connected, yet so far away. While we mixed the ambiences and foley to feel very natural, the main differences came down to the details that Mac designed into his sounds to highlight the power of the Sky people’s movements and the way they interact with objects. The portal in the Sky World is a notable distinction between the two worlds and is something we do highlight sonically that evolves throughout the episode. The Forbidden Lake was a cool location because it’s our only real interior environment in the entire episode so being able to play with the large reverb of the cave and how dialog and sound effects reacted in those environments was fun but also an important sonic marker between the two worlds.

Mac Smith (MS): Sound effects editor, Steve Bissinger did a lot of work to build the ambiences in both Kahhori’s reality and the Sky World. It’s a period piece, so the first challenge is to make sure that the natural sounds are appropriate to the time and place, which is prior to the colonization of America. The area around Kahhori’s village needs to sound serene, but then there needs to be the contrast to the sounds of the Sky World. The goal was to not make it sound like an alien planet or too strange. We wanted to make it a more beautiful sounding location, but still based in natural elements that are familiar to us on Earth.

The one thing, other than the Sky World powers, that did need to be distinctive is the portal floating up in the sky. It’s this presence that looms above, and almost taunts Kahhori. It needed to have an element of that Tesseract tone from the lake, but also swirling and pulsing elements.

The Tesseract split apart and its shards power everything in the Sky World. What went into the sound of the Tesseract-powered things in Sky World? How did you vary the sound to make it fit with the different applications of it on-screen? (Like, Kahhori uses it to slow down, suspend, and flip the buffalo-type creature in the air during the hunt. And on her way back to the Sky World people, she has a huge collection of blue-powered fruit hovering over her head…)

MS: I started with steady tones of the Tesseract that Shannon Mills had sound designed for an earlier MCU film and created additional layers to make a larger chord of tones. This start became the primary sound of the underground, mystical lake that Kahhori falls into and gets transported to Sky World. I knew creating tonal musical sounds were going to be tricky, especially once you pair it with the music. Sound designers often avoid things that are too tonal and musical sounding for this reason, but knew that all of the magical blue powers were going to need to have a musicality to them. Luckily, our team was able to work against the demo cues from composers Laura Karpman and Nora Kroll-Rosenbaum.

I knew creating tonal musical sounds were going to be tricky, especially once you pair it with the music.

Bryan Andrews, our director on this series, emphasized that Kahhori’s powers were going to have to evolve from not only the first time that she uses them in the Sky World to then the end of the episode, but in the season finale, she was going to have to sound like she’s truly mastered her abilities. I had seen the finale, and it dawned on me that whatever Kahhori’s signature powers were going to sound like, they were going to have to work with Strange Supreme’s powers and Captain Carter’s Ultron suit powers since there are times that they are utilizing their magical blasts back and forth and on top of each other. So I decided to reverse engineer Kahhori’s sounds by starting to develop them within a short section of the finale episode. Doing it this way really informed me of the general frequency range that the Sky World powers should live in.

…I decided to reverse engineer Kahhori’s sounds by starting to develop them within a short section of the finale episode.

There’s a moment in the season finale when Kahhori is racing along the walls of this giant space. It’s circular and she’s doing her Sky World run that’s essentially a blue trail of magic whizzing around at a high speed. That look reminded me of the light cycles from Tron and sent me in a direction of finding source material to start playing with. I specifically decided not to revisit that movie or even clips of the lightcycles. I wanted to reference my memories of those sounds and let them inspire me. What was needed were propulsion sounds, high speed take offs, ethereal tonal elements, and recordings of things that were smooth and sliding. I really went down the rabbit hole in our sound library and pulled hundreds of things to start layering and playing with.

I’m a big proponent of trying to perform sounds in real time because it gives an expressive aspect to the sounds.

At this stage in the process of design, I really try to turn off the critic in my head and just start tinkering with elements. I found combinations of things like glass bricks bumping, copper sliding and other interesting sounds. Then I’d start manipulating some of them in various ways with plugins like Valhalla Delay. Once I had some combinations that were promising, I’d build banks of sounds for Soundminer Radium, the sampler that’s built into Soundminer. Radium is such a powerful tool and it’s easy to get creative very quickly in that sandbox. Again, I would just play in there with lots of pitch manipulation and the goal was to create sounds that really felt like movement. I’m a big proponent of trying to perform sounds in real time because it gives an expressive aspect to the sounds.

I would rinse and repeat this process again and again; oftentimes taking the new performances from Radium and loading them in again with even more sounds to layer and play with. Again, I had in mind that we had to develop the sounds of basic level Sky World powers all the way to master level. Part of the change in the more advanced powers came down to adding more low end on the start of Kahhori’s sounds to show that she had advanced in her skills.

JK: The sound of the Sky World starts at The Forbidden Lake. It is subtle but there is a continuous shimmer within the water that underscores that environment. This texture becomes the foundation for a lot of the power’s you hear going forward into their world. Mac never had a shortage of great sounds and provided many layers of separation that gave me a lot of flexibility in the mix. For example, one of my favorite sounds was during “The Hunt” sequence; all of their powers and energy have this wonderful quality that I can only describe as “electrified super-charged glass” that highlights all of their jumps and movements and surrounds them like an aura as they speed across the valley. These sounds had a number of layers to them which allowed me to pan and track each character as well as surround the audience in the same texture and energy to make you feel like you’re in the middle of the action.

The Conquistadors fall into the Forbidden Lake and so they enter the Sky World. Can you talk about your approach to the sound of their guns in this world?

MS: We stayed true to the firearms of the time period and used the sounds of muskets. I don’t believe that we changed the source material for those guns once we’re in the Sky World, but Jeff may have mixed them a bit differently in that moment when the Conquistadors fire on Kahhori.

JK: We didn’t do any processing across the board to make them sound different between the two worlds. When Kahhori is being shot at by the Conquistadors, I certainly embellished the low end of the muskets firing by pushing the LFE. The real thing to note is how she stops the projectiles mid-air with more of Mac’s great Sky World shimmer. It was important to match the visual glow around them.

The Sky World portal expands and lowers to the ground, allowing Kahhori to return to her world. What went into the sound for this scene?

JK: Throughout the episode we see the portal floating above Sky World. The sound of the portal is an airy tonal rumble that pulses in the lower-mid frequencies. We always wanted to sense the portal’s presence but certainly never over power the environment. I would send this sound through a subharmonic synthesizer directly to the LFE channel to give it some mass while maintaining its distance high in the sky by keeping it fairly mono.

I would send this sound through a subharmonic synthesizer directly to the LFE channel to give it some mass while maintaining its distance high in the sky by keeping it fairly mono.

When Kahhori summons the portal to the ground, we really lean into those existing elements letting them flourish through every speaker in Dolby Atmos. Mac added more sounds like wind and thunder as well as debris I was able to pan around to emphasize how turbulent the environment had become. To top it off, the score really underlines Kahhori’s intense monologue with a vocal chant that feels omni-present almost like a sound effect emerging from the portal itself.

MS: As I mentioned before, the portal in the sky was made up of elements from the underground lake with some pulsing and swirling. As it approached the ground we added more and more layers to show its power. It was going to go from a mono spot in the sound field in the sky to taking up almost the whole image, so we wanted to give Jeff elements that he can put in not only the left, center and right channels, but also into the surrounds and LFE channel. We also cut elements of how the portal was affecting the environment: different winds, leaves blowing, tree branches swaying, etc.

This ended up being a delicate balance in the mix because the score was very important here and was what communicated to the audience that Kahhori has not only advanced in her Sky World powers, but she now has the ability to go back and save her people.

Kahhori takes on the Conquistadors in her own world, and it’s a very music-driven and subjective sound scene. Can you talk about your approach to the mix for this sequence, including when the Sky People show up to help her attack?

JK: On my initial pass, I premixed without any music and really focused on getting this scene to play with just sound effects. We knew the music would ultimately drive this scene but didn’t want to lose the intensity of the battle by simply turning down all of the effects. It still needed to be impactful. I ended up low pass filtering most of my FX pre-dubs, which softened the sounds a bit and allowed them to sit further back in the mix.

…I washed out the loop group and call-outs with reverb using Relab’s LX480 plugin as well as Exponential Audio Stratus 3D.

Once we had the music, we spent some time deciding which elements we wanted to highlight and poke through the mix that would keep the battle alive without clobbering the music. The music that carries us through this scene is two vocal cues from Joanne Shenandoah. The first one during the battle was the perfect piece of music to translate the emotion and imagery that is happening on-screen. To really keep the music forward, I washed out the loop group and call-outs with reverb using Relab’s LX480 plugin as well as Exponential Audio Stratus 3D. When the Sky People arrive there’s a tense moment of silence that introduces the second vocal cue that comes in quite strong giving a sense of relief and hope as they launch their attack on the enemies using their Sky World powers. It’s a great moment where Mac’s sound design seamlessly blends with the music shimmering and charging up as they run across the water exploding through the hulls of the Conquistador’s ships. A really challenging and fun sequence!

MS: This was not an easy scene, and we experimented with it in various ways. I remember one suggestion that it should be played with music only and to strip out all the sound effects. While this approach may have worked well, I knew that Bryan Andrews wanted to hear specific sounds like the cannon balls hitting Kahhori’s force field, so I’m glad that we were able to let Jeff really work the scene to make it music driven and have some of the story driven sound effects live in the background. It really turned out to be very beautiful and moving.

What was the most challenging sound to design? What went into it?

MS: It really had to be all the Sky World powers that challenged me most. They needed to work with the visuals, play nice with the score and be distinctly unique. Those powers also needed such a wide variety of versions from the water like trails, to the speed running and the more delicate dusty moments that you see.

I also had in the back of my head that Kahhori may end up living on in other parts of the MCU so whatever I created may live on in future projects.

I also had in the back of my head that Kahhori may end up living on in other parts of the MCU so whatever I created may live on in future projects. When it comes to signature sounds, the goal is to create something that is recognizable to someone, even if their eyes are closed. No pressure!

What was your biggest challenge in terms of the mix? Why?

JK: This episode is very dynamic. A lot of big sound effects as well as dense music fighting for the same frequencies and sonic space. But there’s also a lot of delicate moments, especially at the beginning of the episode when we first arrive at Kahhori’s village. Finding the right balance between dialog, music, and effects while maintaining clarity is the key to any mix and this episode was no easy feat. The battle at the end and “The Hunt” were especially challenging because of their scale and how many elements I had to work with. We of course don’t have an infinite amount of time on shows like these so it’s important to be efficient and have a solid editorial team behind you and I certainly did.

Of all the episodes in Season 2 to choose for Emmy consideration, why did you pick Ep. 6 “What If…Kahhori Reshaped the World”? What do you feel makes this episode stand out sonically?

MS: While we’re proud of all the work that our team did on all the episodes of the series, this one really stood out for me and Jeff. There was so much care from the crew at Marvel to honor these indigenous tribes with this story and we didn’t want to mess it up. Kahhori was a superhero that had not appeared anywhere in Marvel media until this episode. Most Marvel characters have some kind of established background in comics, but she was brand new and gave us the opportunity to give her a sonic signature with the Sky World powers. Her sound design had to be created from the ground up.

JK: This episode took us to a place we’ve never been to in The Marvel Universe. Starting with the Mohawk language to Laura Karpman and Nora Kroll-Rosenbaum’s beautiful score as well as vocal cues from Joanne Shenandoah’s body of work; there was a lot to be excited about from the start. I always love mixing the sounds of nature and water and to have this world that Mac and his team built-out sonically felt very authentic and true to the time while injecting some magic and superpowers; it just felt right. We’re all very proud of the work and feel it is something worth showcasing. Enjoy!

A big thanks to Mac Smith and Jeff King for giving us a behind-the-scenes look at the sound of What if… and to Jennifer Walden for the interview!