Welcome to the Heavy Spoilers show. I’m your host, Paul, aka He Who Spoils, and it’s time to get into our Kangsters paradise with Loki Season 2.
Things are heating up in a Jonathan Major way, and we’re finally starting to learn more about the big bad’s backstory. Throughout this video, we’re going to be breaking down season 2, episode 3, and discussing all the Easter eggs, hidden details, and things you missed. Heavy spoilers ahead, and if you enjoy the video, please hit the thumbs up and don’t forget to subscribe for breakdowns like this every day. With that out of the way, a huge thank you for clicking this. Now let’s get into the video.
LOKI SEASON 2 EPISODE 3 BREAKDOWN
Now, as always, we begin with the Marvel Studios logo; however, there’s a major difference in the music here.
Played out on an old, timely piano, this instantly puts us in the mood for where we’ll be heading. That is Chicago in the year 1868 on the sacred timeline. Here we join Ravonna Renslayer, who, from her perspective, has just stepped through the doorway at the end of season 1.
Now this is a big change from how Kang is in the comics, with the Victor Timely persona even being changed slightly too. Nathaniel Richards was born during the 31st century, and he basically lived in a peaceful utopia. Finding it more boring than a Heavy Spoilers video, he decided to travel back in time and conquer Earth using the technology from his civilization.
During one of his many defeats, Kang ended up going back in time to January 1, 1901. Founding the town of Timely, Wisconsin, he became the mayor and built a corporate empire around himself. Creating Timely Industries allowed him to integrate into all forms of technology, including the automotive field. However, he also started dabbling in robotics and even built life-model decoys that would carry out tasks while he was away. These aged as well, and Timely was able to come back and pretend to be Victor’s son so he could continue operating.
If you’re a fan of the old school comics, then you’ll know that the original human torch was an android, and timely was retconned into having a hand in making this. He also provided security down the line for Avengers Tower, which could be what the Qeng building in the void had links to.
Anyway, what we get here is a vast departure from Timely being a child of the 1800s.
I know that people think this could be one of his many origin stories, but technically, this is the sacred timeline, so it’s where either he who remains is from or one of his main variants. That is, of course, if the one who remains is the one we meet here, and potentially, he may have killed Victor and then taken over his timeline while cutting down the others.
We’ve never heard anyone confirm if their names are Nathanial yet, and potentially that may be the true version of Kang.
Now why would he choose to live in a timeline that isn’t his? Well, it’s something we saw Cap do with Peggy, and this may have been a timeline where the best decisions were made. Man could have ended up in the Morbius universe, but instead he’s here looking after Mobius.
Now what we see playing out is the literal definition of the bootstrap paradox, with this showing us the theory behind it in live action. When talking about time travel, you often get lots of different situations where you go over how certain things would work if they were real. For example, there’s the grandfather paradox, in which you’d be unable to go back in time to kill your grandfather because if you did, you’d never be born. Therefore, you couldn’t go back in time to kill him, hence why it’s classified as a paradox.
Now, when it comes to the bootstrap paradox, it says that it lays out the groundwork by imagining a scientist who one day gets a knock at the door. Upon opening it, he finds a book there that outlines how to build a time machine. The scientist then uses this, travels back in time, and knocks on his own door to leave the book.
Also, huge shoutouts to the channel Smart By Design. I’ve used their animation on countless shows like Dark and never given them a shoutout, so apologies for that, but yeah, this always comes in useful.
Now there are theories that the book would decay and fall apart over time, as that’s the thing that remains constant. I’ve never really found out why it’s classified as a paradox, and I thought it may be down to that. However, it could also be because it’s a chicken and egg situation where it can’t happen first if we view time in a linear fashion. In order for it to operate, time has to be cyclical and exist all at once as part of a big block.
Now what we’re witnessing with the one who remains is him very much creating his own origin in his death. At the end of time, once Loki and Sylvie arrive, he sends Ravonna back to give himself the TVA manual. This then allows him to walk the path, where he becomes the one who remains, who then tells Ravonna to give himself the book.
It’s a bit of a head-f**k, but it’s the bootstrap paradox playing out over thousands of years and creating a sort of ourobos cycle playing into the themes of the season.
Kang’s new origin is somewhat based on this, with it being updated with only myself left to conquer.
That saw a young Nathanial first going back in time and then bumping into his older self, who then started to train him. Killing Nathanial’s first love, Ravonna, pitted the two in a war across time in which Nathanial battled versions of Kang throughout history.
In the end, he became a bitter old man who went back to the spot where he first met Kang. Here he encountered a younger version of himself, and we watched as the cycle played out again.
We also have this sort of book based around the lesser-known time travel novel by HG Wells called The Chronic Argonauts. Released in 1888, this short story shows a time traveller creating a time loop like what we get here.
Now Ms. Minutes ends up blending in by transforming herself into a sort of Steamboat Willie-style clock, which Disney of course built themselves from. It might also be a nod to Fleischer Studios, which were big at the time, and those giant ghost clocks definitely fit that.
We catch the book being read with Victor opening up, and we can see that it was written by Ouroboros. Technically, he’s the guy who should be in charge, as he’s the one who’s come up with everything. Instead, he’s just been shuffled off to the basement, where he’s given a thankless role that involves fixing everything.
However, because he’s so important, Kang couldn’t even afford to wipe his memory, as doing so would mean losing all his valuable knowledge. Thus, he’s been put down there to not interfere with others, but I feel like this season might be about him coming out on top.
This shows that they need him to be the one to manage what’s happening and learn what’s happening with the TVA. All of the pruned branches have started to grow back, which is overloading the loom and causing the issues.
This means that even the timelines that were destroyed are sprouting back up from the moment of their inception, possibly causing some characters to return. In the end, this overload will destroy the TVA and truly unleash an infinite strand of multiverses. So far, when weve seen the timelines, theres only been a handful springing off, but this would lead to a countless number.
This would destroy the tva, and its creation clearly reigned in the branches and kept them under control.
Now shoutouts to our editor Matt for pointing out that this is a similar control room to Chernobly, which itself dealt with a reactor overload. You can also spot a clock up on the wall that has several hands, showing time doesn’t really exist here.
Now we see Mobius and Loki head out tracking Ms. Minutes, and they arrive in Chicago.
When they step out, we see the number 157, and last week we had the number 158 on a licence plate at the premiere.
These numbers might seem arbitrary, but they could also be hinting at something else.
The living tribunal appeared in Strange Tales 157 and 158, with this arc being the characters debut.
He’s been slowly dotted throughout the MC, with his head first appearing in Loki Season 1. It then popped up in the multiverse of madness, love, and thunder, and we may be inching towards getting him to come in.
From here, they travel to 1893, which is an extremely important event.
This is the world’s first Latin American exposition to celebrate 400 years since Christopher Columbus’s arrival.
The fayre actually had the assassination of the mayor happen at it, which could be hinting at what may come for Victor.
Now Mobius mentions HH Holmes, Edison, and the white cities. Holmes was a serial killer who was active from 1981 to 1894, with a lot of his attacks happening around this event. Edison is Thomas Edison, the world-class plagiar-… Sorry, inventor.
Edison somewhat acts as an inspiration for Victor, as he’s initially just using the loom to generate power. Boiled down to it, he doesn’t really have a clue what he’s doing, as he just discovered it instead of creating it. Eddison was accused of working in the patent office and stealing ideas from actual inventors. I kind of feel like Ouroboros might be scorned by this, and this could be a revenge plot in order to get Kang.
When we look through history, there’s been countless people who steal the ideas of others and pass them off as their own. Bob Kane got credited with creating Batman when, in reality, it was Bill Finger’s work.
Mobius also calls it the white city, which our editor Matt pointed out was due to the lack of classical architecture that led to these new white structures.
Now, as they walk through the streets, we can catch a newspaper stand talking about the Liberty Bell. This is further followed up by a lad selling them who also talks about it.
This was commissioned due to the crack in the other one, which meant that it couldn’t be rung. This one was supposed to be used on July 4th, but the bell actually missed this deadline and then got finished in August.
Now they grab a paper, and we get some other nods to the time with the world’s fair hotel being off to the side. This was the HH Holmes murder castle, which he built to lure in unsuspecting victims. Featuring a maze of hallways, false floors, and trap doors, it allowed him to carry out his crimes.
There’s also a mention of Watkins, which may be a reference to John Elfreth Watkins. He was the curator of the mechanical technology museum and ended up visiting the fair during his stay in Chicago.
The main thing theyre after though is the ghost clock of ms. minutes, who we see terrorising the townsfolk later on in the entry. Beside her, we can also catch a sketch of Ravonna because cameras weren’t as readily available.
Now from here, we get a little fade out with a black circle closing in, which was the fashion at the time, and then move across to the Chinese village and theatre. This was a real-life location that I think, and this is a stressful thing, might have inspired the one on Hollywood Boulevard.
Now they grab some popcorn and wander through the rows, which is where they come across a shrine to the gods of Norse mythology. Odin is styled to look exactly like Anthony Daniels, and Thor looks like Chris Hemsworth.
No Loki is apparent, and instead we get Balder.
Now we’re going to get into some bragging territory, but you might remember that back when Multiverse of Madness was released, we dropped the exclusive,clusive,clusive story that Daniel Craig had been cast as Balder the Brave in the movie. Unfortunately, due to COVID, he was taken out of the film, with John Krasinski’s reel being dropped in instead.
Now I would have to go back and look at when this was shot, but potentially it might have been at the time Craig was still involved. This could have been a little nod to him, but either way, it shows how shoved out the family that Loki is. Balder the Brave is a big character in the Thor comics, and Loki has been forgotten about, so this character we’ve not seen in live action can take over.
Now, across the road, they see a sign for Timely’s astounding temporal marvels. Astounding is a word that has been used to pre-fix certain comic runs, and Marvel is, well, yeah, Marvel.
Now this word is also a part of the He Who Remains vocabulary, as we heard him say it back in episode 1.
On top of this, we have a nod to musician Ferdinand Lang. There’s lots of German musical acts, which we even catch on stage when we go inside to see Renslayer.
German beer is being served too, and we finally get the scene that was used at the end of Quantumania.
Now I didn’t really like the portrayal Majors was giving off here, as it was him kind of hamming it up, and I was hoping we’d get something intimidating to explain why Loki’s was so scared. Instead, he’s kind of just a stuttering moron, and it had me a bit like urrrrrh. Now I know people who have seen episode 4, and they say he gets better, and to be fair, he does improve as the episode goes on.
His hair is clearly based on Frederick Douglas, with the Majors look here being very similar.
Majors actually wore something similar at the Oscars, with even the collar being similar to what he had there.
Man is just waffling on trying to use time as clean energy, similar to how pym particles were used in Quantumania. The ropes of voltage, of course, play off the threads, and he too talks about Edison and how his device is more powerful.
This is also similar to demonstrations that Tesla used to carry out at expositions, and in the prestige, we saw this playing out. Eddison goons ended up trying to downplay his discoveries, and those sorts of goons appear here too.
Meeting Ravonna, the pair are star-crossed lovers, with them destined to never actually be together. In the newly established origin, Kang killed her, and she was then split across time, appearing at multiple points reincarnated throughout history. Every time Nathanial managed to get close to her, she was killed or betrayed by him, and this might explain why he, who remains, abandoned her.
Victor does say that he prefers to work alone, and this could be spelling out what happened with them.
- I don’t do parties.
He stayed in the castle at the end of all time by himself instead of ruling with Ravonna. In many ways, it’s impossible for this power to be shared, which is something we saw with Sylvie. I wouldn’t be surprised if we saw a similar situation in which he cast Ravonna out much like she did Loki. He could then wipe her memory, and that would lead to the new TVA.
Anyway, he’s sort of a conman, a snake oil salesman who’s great at commanding a crowd, and he who remains was of course really good at holding your attention too.
We see as a little bidding war plays out and he gets given $1000. The second guy who bought from him and jacked up the price was actually in on the deal, and Victor dropped some money on the bar for him. Ravonna sees it all and questions it all, showing that even she has doubts about him. As we see, this turns out to be right, and he’s a shady character. I think the series also kind of talks about indoctrination and how there are people who will still follow Kang even after he’s exposed. The old saying is that it’s easier to scam someone than to convince them they’ve been scammed, and people will often fight to keep those they idolise in place even if it’s revealed to be a lie.
You see it all the time these days with online personalities that get exposed, and people jump to their side even in the face of evidence. I think seeing Victor like this spells out Kang’s entire character, with him basically being a trickster just like Loki.
However, Loki is showing actual growth, whereas Victor is going to remain the same old man. He’s also similar to Killian in Iron Man 3, because he’s a bit of a loser trying to pitch his ideas. Both characters went on to become extremely powerful, and they were spurred on by their failures to become something evil.
Now Loki has some tricks up his sleeve too, and we see him transporting a goon outside into the hog cage we saw earlier. This idea of something powerful being played off as magic is too akin to the prestige of people buying that over whats really going on.
Now inside, we hear as the machine explodes and watch as Renslayer and Mobius bump into each other once more. We also see that he’s wearing trousers that apparently make you taller, and leg-lengthening stuff that increases your height has been a scam that’s been running for centuries. I love how we also have the idea of meeting them for the first time here when they’re much further down the road, and it’s sort of the reverse of how he later meets them.
Now we watch as Victor runs towards an ancient Egyptian exhibition, which could be a nod to Rama Tut. Reaching here, but bear with me, we see as Victor hides behind a pillar. Now, Kang, Kang, right. He actually hid out during ancient Egyptian times, and he became a pharoah known as Rama Tut.
The fantastic four ended up travelling back there, which is when they ran into the villain and then defeated him. An Easter egg for Rama Tut actually popped up during Moon Knight, and it could be spotted on the back of a thugs jacket.
I was expecting him to be teased more in Moon Knight, but alas, he never got referenced again. However, Sylvie does have an Ankh earring, and I’m wondering if this is a further nod to her or even something linking in with the Moon Knight, but men are probably reaching, so we’ll move on.
The Egyptian temple was actually an exhibition at the World Fair, which is a really cool way to tie history into the characters.
The pair manages to make it to the ferris wheel, and we can also see a sash on a woman discussing the vote.
This movement really picked up between 1890 and 1919, with women finally getting passed in Congress on June 4th of that year.
Now, at this point, Sylvie arrives. Last week, she promised to kill him.
She kind of feels like Loki is now indoctrinated, as all he cares about is the TVA. Again, I feel like he’d be the perfect person to replace the one who remains, as he is now starting to see how important they are.
Unfortunately, they’re what hold everything in place, and I think that Loki will see that someone’s hand on the wheel is someone he can trust. It’s kind of a comment on government and how people often become politicians, hoping to change things. However, they inevitably end up doing the exact same thing that happened before because the structures and people who ascend only do so by sticking to the rules.
Sylvie classifies him as the most dangerous man that ever lived, and when you look at it, he pretty much is. His variants across the multiverse cause a giant war and also wipe out trillions of lives by destroying timelines.
Outside, we also see Ravonna shutting down the idea that she can work with Mobius again, saying there’s no ‘we’ anymore. The pair saw themselves as a team in season one, but she betrayed him like Sylvie did Loki and escaped through a doorway.
Here Loki is once again protecting the one who remains, while Sylvie wants to kill him, building off the back of the season 1 finale.
Sylvie blasts them back off the wheel, but this isn’t as powerful as we saw last week. There we watched as the pair teamed up, explaining why it was way more powerful.
Now Ms. Minutes scares everyone off by turning into a giant ghost, which people are already afraid of due to the news reports. At Victor’s home, we see some of his inventions, including a refrigerated chair. Matt right, I don’t want to slag the guy off, but he was saying how this shows he’s got real talent. Mans made a refrigerated chair, mate. What are you on about?
Now Ms. Minutes starts getting jealous that theyre getting close to each other, and as we see, shes down to become his girlfriend. She starts complimenting him, and Kang calls her pretty singular.
And this is because he who remains wipes out all his variants until he is just he who remains.
Now Ravonna talks about how a version of Victor created the TVA, and Ms. Minutes praises him for creating her. She says they rule together at the end of time, but I kind of wonder how the timeline with her works. She was there at the end with him in season 1, but conscious wise, she was before this event here. So at some point, this version is going to have to be destroyed, and then Victor will create a new one that follows him through time.
Now the conversation is interrupted by the guy from before. I could just look up his name, and in the credits, we see he actually called Robber Baron. Looking this up, this was actually a derogatory term for an industrialist during the 19th century. People that got called this were known for exploiting their workers and amassing a fortune, which this guy seems to be doing.
Now Victor says that they need to head to his lab in Wisconsin, which is where the character was based in the comics.
Chased outside, Loki runs into the group, where he blasts the Robber Baron back. It turns out Victor has a little hiding spot, and due to all the cons he’s pulled in the past, he’d probably need to rely on something like this to get out of there.
We then get a brilliant overhead shot that takes us to the SS Heron.
I couldn’t find a historical entry for this boat, but it may reference Kate Herron, the director and producer of season 1.
Did your grandfather work on it? It’s an interesting story, and I’m not lying. So my granddad was Irish, and his dad actually worked on the Titanic. Man was talking about it once, and my grandma goes, ‘probably why it sank.’
LOKI SEASON 2 EPISODE 3 EASTER EGGS
Anyway, we had a laugh, and we cut to see the trio in a row boat. This is what Ravonna later gets ditched in, but it’s quite a romantic moment. I love how Ms. Minutes is kind of a stand-in for the moon, and he sort of shows off his designs like how Jack showed Kate his drawings on the Titanic.
Ey, my great-grandad bui…nevermind.
And then we can see her switch sides and sit closer to him. Whereas beforehand she’d been happily smiling away, we now see her frowning because she’s taking her man.
Now we also get a picture of Orboros in the back of the book, which we’ve been theorising for a bit and may actually be the big bad of the show. That takes us to (drum roll) the part of the video where we do theories.
So Orobouros is someone that we’ve been suspecting has an ulterior motive in this series. When it came to the TVA, he pretty much invented everything, and as we know, he was the one who wrote the book on the technology. Rather than being thanked or appreciated, he was shuffled off to the basement, which you have to ride through two elevators to get to.
This was so that he could be kept out of the way because he’s the only one who didn’t get his memory wiped. This is why he remembered Mobius visiting him, and so on and so forth.
Now, if we look at the comics, there was a kang variant called Mr. Gryphon who actually had the ability to cause people to time slip. He also said he’d been awake for thousands of years, which is similar to how OB refuses to sleep.
On top of that man, he had a green tie, and I wouldn’t be surprised if this was a big plan for him to take over and rule everything. Man is bringing a new meaning to the term disgruntled employee, and weve seen how this has affected other characters in the MC. Now MT was the one who came up with this theory and evidence, and if you’d like to see a full video breaking it down, then check out the one at the end.
Anyway, that’s the end of the part of the video where we do theories.
This shows that he does have some talent, but he’s very much standing on the shoulders of giants. It kind of looks like a miniature version of the timesphere, which too had folding parts and elements that shifted on it. It could also be the core of Quantumania, and I feel like we may learn how it connects to other things.
This may even be the way they fix the time loom next week, and this upgrade could bring it altogether.
Even though he’s a bum, Ravonna starts to see the man he’s going to become, but at the moment she only sees the good. As we know, he’s a ruthless conqueror who wants to rule.
But he’ll never view her as an equal. Letting go of her hand, we see Ms. Minutes perk up because she knows that the Victors are going to dump her. And dump her, he does, leaving her stranded in the sea, where she has to row row row row her boat after it.
Now at Victor’s lab, we see lots of mannequins, which could be building off of what he did in the comics. As we mentioned, Tim was trying to make androids, and he’d often use mannequins as a basis.
Also, in the arches holding up the doors, we can see circular patterns sitting inside of them. This reminds me a lot of the spirals in the windows at the castle, and I love how this is already integrated into his life.
Ms. Minutes then starts to flirt with him a bit, and I kind of found this a bit weird. It took me out of it seeing how he wants to become a person and how she appears to be on a sort of…
We learn that she was a simple AI who played chess and that Kang gave her autonomy. This gave her free will, and she wrote her own programme. Now I think she’s telling him this is another bootstrap paradox in which he’ll eventually discover this AI and make it her. Her big hangup though is that he didn’t give her a real body, but as we’ve seen, probably for the best, she didn’t get one. Man would have betrayed her, but with her being AI, hes happy to still keep her around.
He ends up shutting her down and betraying her too, which is when Ravonna steps forward. Carrying a prototype time stick, this actually looks slightly similar to the retroactive cannon from the comics. This had the same function as the sticks in the show, wiping you out of existence.
At this point, she takes charge, and then Loki and Mobius bust in. She says she put the TV above herself and won’t be lectured about losing her way. Last season, she went to find her free will, but she clearly wants to become the one who remains.
At this point, Sylvie makes herself known by using the blast again, and she stands with a sword over Victor. This is, of course, in line with how she had him who remains last season, and there’s a deeper meaning to this. Victor says that he hasn’t done anything yet, and it’s sort of playing on the old thought experiment of whether you would go back in time and kill Hitler as a baby.
We’ve often talked about how, with Kang, you never know what you’re going to get, and there will be both good and bad versions of him. I think the performance really starts to come together at this point, and Sylvie realises shes kind of becoming like the TV. Rather than giving people choices and letting them be their own people, they simply wiped them out.
In the end, she spares him and sends him to the TVA, but she still has unfinished business with Renslayer. As we know, she was the one who took her in as a child and caused her to live this life of torment. Mobius ends up leaving her behind, and Sylvie shoves her through a door like she did to Loki. She said that she wanted a seat at the end of time, and he sent her to the castle, which is now falling apart.
I absolutely loved this reveal, and we see the remains of the one who remains with him still in the same spot where he died.
This is actually a callback to the comics, in which his corpse was discovered exactly like this.
Around the castle, we can see several of the time strands breaking off, which started to fracture at the end of season 1.
Ravonna has kind of gotten her wish, and she has been dropped out of the place that she wanted to rule from. However, be careful what you wish for, as it can easily lead to you losing out. Now what this move does is that it scorns the pair and makes them realise they should take the position themselves. When you think about it, they’ve both been running the TV anyway, so you probably wonder why they need him at all.
I feel like replacing whoever remains is the ultimate goal of the season, with it basically being a battle over who should rule.
Now that Ms. Minutes knows everything Victor will do as she has seen it all, she has basically become the spoiler clock and is now teasing what may happen next time.
Now what I feel is going to happen is that Renslayer is going to learn what happened to her and who remains. The pair were clearly close at some point due to the recording we heard back in episode one, in which he called her a marvel. He very much gave the idea they would work together, but as we know, this wasn’t the case.
I feel like they might show what really happened with them and how he wiped her memory and banished her to the tva. Technically, this was a younger Renslayer, so she learned about what happened in the past to banish her.
LOKI SEASON 2 EPISODE 3 ENDING EXPLAINED
They might also show how He Who Remains took Ravonna in, as we know that she had a life out there too. Renslayer was taken from this and then drafted into the TVA, and we might see how she had a happy life out on the timeline.
Maybe she had a husband, kids, or something else—like a dog or something—and he took that away from her and then wiped her memory. Obviously, let me know your thoughts below, but I think that’s one of the big things that could be revealed. Now, as for my thoughts on this episode, I think this was another great little entry that gave me some surprises. I was expecting to be a time traveller in the future due to the Quantumania post-credits scene, but they gave me a surprise with that, which I appreciate.
I do kind of feel like the performance was a bit weird, and yeah, when actors are pretending to stutter and stuff, it’s just…just very put-on. I think the portrayal got better when that was dropped and you saw the more personal side of him. Renslayer really shone in this episode for me, and I think she probably had the best arc in it.
I am excited to see what happens next time, as I feel the series could really go anywhere.
Now this is the part of the video where we talk about some trailer shots for next time, so if you don’t want to know, then I highly recommend that you check it out now.
Thanks for sticking with us, and see you on the next one.
Now in the teaser, we actually get a shot where we can see a little suit model getting pushed along a walkway. At the end of this, we can catch Victor, so I’m guessing that we’ll see them trying to fix the loom again. Who knows where this is going to go, but we still have the elevator scene coming at some point. I’m still standing strong that Loki pruned himself, but let me know below if you have any other theories.
Anyway, that wraps up the video, and let me know your thoughts below on the episode.
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