The city of New York had been flattened, destroyed and broken. The only buildings remaining were but skeletal remains and within them the skeletal remains of the many thousands of people who had perished in the devastation of atomic bombs. The only things making noise were that of the crumbling stones and the varied footsteps of the Avenger's and allies; they walked through the wreckage and came upon the building that had once been Stark tower and only a few items showed that it had once been a towering structure, a large T filling a hole in the ground and the group slowed to a stop beside it.

Captain America stepped forward, holstered with many guns and bullets and he looked up to the clear blue sky, ignoring the oncoming spring wind as it whistled through the crack and crevices.

"THANOS!" He shouted and his voice echoed eerily around them, "THANOS, THIS IS IT NOW. WE'VE COME T-"

There was a sudden distortion of light and air, wavering oddly as though there was a strong surge of heat and with a flash of blue light the massive purple alien materialised on top of an upturned piece of asphalt.

"No need to shout soldier." He smirked, pulling a gauntlet tighter over his wrist.

Loki felt his heart miss a beat when he saw that Thanos wasn't alone, his target stood to the right of the Titan except she didn't look anything like herself. Her whole body was covered in bulging, electrified veins that every other second would pulse with raw energy, they convered up her bare arms, neck and to her eyes which were glowing a strange ethereal white, staring straight ahead but yet seeing nothing. They clothes she wore were ripped and frayed, showing pale, vein filled skin underneath, and it looked as though she had not cared for her body for decades; the hair had turned onyx black and was down past her shoulder blades and her nails were long and looked deadly.

Even as a cold wind buffeted her back, she didn't move an inch nor take any notice and doubt instantly reared in Loki's stomach, what if it was too late?

"So you are earth's last line of defence, I did expect something grander after hearing of your victory but this is…" he looked over the gathered men and women, "quite abysmal." He smiled nonetheless.

"You've pushed us to the edge Thanos." Iron Man spoke, stepping forward, "it doesn't matter what happens now because no one will win."

"I have already won man of metal but please do your worst." Thanos grinned and before Loki could even think about separating himself from the group, Thanos looked straight at him. "Loki, do not think your failure has gone unnoticed, I have a gift for you. Tesseract!" He suddenly barked.

The Tesseract flicked her arm and in a distortion of blue, a heavy figure fell out of thin air onto the ground beside her.

"Your brother fought to the very end. I always value such stamina and endurance but I'm afraid it was all a bit too much for him."

Thor lay on the floor, burnt, torn, beaten and nearly dead, struggling to breathe, only able to wheeze in air through a small hole in his throat and all he could feel was pain. The Tesseract reached down and lifted him up by his collar and his head lolled back, staring up at her and she looked down at him, white eyes shining in his blues.

"I hope you understand that you are not the first to be conquered. I have done much worse to planets lesser than you, I have shown some mercy but where is the fun in mercy?" Thanos raised his hand slightly and there was a moment's pause then Thor's body fell to floor and his head bounced down the asphalt, tumbling to land with a thud in a puddle.

A stunned silence filled the emptiness and had Loki not been supported by his staff, he surely would've slipped because not only had his brother just been murdered before his eyes but it had been done by the hands of his Queen. Except now he realised that she no longer was, that thing standing behind Thanos with all the power in the cosmos was not his Helena and he knew with horrid reluctance what was going to happen.

"That's it." Hawkeye growled and let loose an arrow, it whistled through the air and 'thunked' into Thanos' arm and suddenly all hell broke loose.

Bullets, lasers, arrows and a single shield swept through the air, diverging on Thanos but he just grinned and teleported, disappearing and reappearing behind them to strike a man down with just one fist. Iron Man let out a barrage of tiny missiles that hit him and exploded in a cloud of orange and gold, shaking the ground. With a roar the Hulk tore through the cloud of smoke and smashed his fist into Thanos but he caught it and pushed the beast back; the smoke cleared and Thanos launched himself into the air where he immediately crashed back down, crushing a woman under his foot and he swung out and hit Black Widow, throwing her against a fallen building.

"NATASHA!" Hawkeye shouted and he abandoned his post to run over to her as Captain America took up Thanos' interest.

He shot him with multiple bullets but they just seemed to bounce off of his hard purple skin. Thanos raised his hand to strike him but Iron Man suddenly flew forward and slammed into him, throwing him into a building which gave the Hulk time to lift a huge slab of asphalt and slam it down on him. The Avengers and operatives quickly prepared themselves, raising their weapons and Thud. Crrrack!

Thanos broke through the asphalt and the Hulk instantly punched him back down but the alien grabbed his fist and pushed him away, teleporting himself out of the hole. Iron Man aimed his hand at Thanos and a missile jumped up from the inside of his arm and fired, it hit him square in the chest and exploded, blowing him back into the road. The Avengers and operatives laid everything they had into Thanos the moment he was down.

The ground shook and cracked beneath the tumultuous onslaught, the already fallen buildings crumbled more and the air rang with the sound of explosions and shouting and amongst the destruction, the Tesseract stood still. Watching. Her eyes looked over each person, seeing their past, present and future though none of them would have a very long future. She could see the moment they were born, to the first time they had smiled, to when they had first fallen in love, to when they had loved and lost, she could see everything but it meant nothing. The Tesseract didn't know what love was, she didn't know pain or happiness or sadness, she just knew of its existence. There was life and death. Everything would come to its death eventually, why prolong the suffering of life?

'You're very lonely aren't you?'

She blinked, and in the darkness of her mind saw the female who had once been part of the body she occupied. Helena watched, trapped behind a mirror like wall.

'I do not know of loneliness. It is a concept devised by those who are alive.'

'You look alive to me.' Helena looked over the Tesseract's face, 'you've come to a point now. It's your choice.'

The Tesseract shook the voice away and stared on at the human beings who still barraged the Titan who was stronger, faster and better than them. It was obvious even to one who could not into see the future that they would lose but yet they still fought. They were indeed confusing creatures.

Outside of the battle, Loki darted between the huge chunks of floor and building, reaching into his pocket, eyes fixed on his target. The distraction had worked for the meanwhile and he had to act fast otherwise they would lose out to everything and Thor would've died for nothing and he might not get his chance to make everything right. He had nothing and everything to lose in this battle; if he could not save Helena then Thanos would have already won. He jumped over a rock and slid down the other side where he reached into his cloak and withdrew the special sceptre that Banner had made, he looked behind him to see the Hulk throw Thanos in the ground and start pummelling him and that was good enough for Loki. He twisted and dashed up the asphalt, heart pounding like an overstretched drum and then just as he reached the Tesseract, she turned her gaze towards him.

Loki stumbled, struck down by how different she looked; she was not Helena. Tears welled in his eyes but he pushed them back and confronted the Tesseract, raising the sceptre but all she did was blink at him and then look at the sceptre.

"I know you're not Helena." He said through gritted teeth, "but I beg you, if she is…if she is still there, tell her…" his mouth went dry and he stared at the veined face, seeing no emotion or any human feature. Loki felt his arm move before he had chance to think, he couldn't do it, what if it didn't work? What if he did it and lost everything? He lowered the sceptre and let it drop to the floor with a clatter and this gained the Tesseract's interest.

"She knows." He stared at her hands, the only part that looked like Helena to him.

"What does she know Jotun Loki?" The Tesseract asked voice eternal and yet as soft as chimes.

He looked up at her, eyes watering, "if she's in there then you'll know too."

The Tesseract's eyes widened just that bit more and WHAM!

The air burst out of Loki's lungs as Thanos' fist drove into his stomach and he was thrown backwards to slam onto a pile of rocks. Thanos flexed his fingers then stooped down and picked up the sceptre.

"Is this what you planned to use mortals?" Thanos asked loudly as the Avengers stared wide eyed, there wasn't a scratch on him, after everything they had done and he stood as tall as ever, eyes gleaming, "the Tesseract is unlimited power, you cannot contain it to something so weak." The sceptre bent in his hand when he closed his fist around it and with his other hand, he crushed the crystal top, rendering it useless, "I am the God eternal, I cannot be beaten by such weak strategies."

"That's why we made a second." Iron Man said bitterly.

The Tesseract suddenly arched backwards. Her mouth opened in a silent scream and from her chest the sceptre protruded, spraying blood through the air. She stared up at the sky wide eyed as Loki gripped her shoulder, tears streaming down his face and he leaned his head against hers.

"I love you, I love you so much." He whispered as the sceptre began to flash and spark, drawing in the power of the Tesseract.

Thanos roared in anger and lunged at Loki, slamming him into the ground; he raised his fist and rammed it into his face making the God howl in pain and the Avengers launched forward to help. The Hulk charged into Thanos and threw him aside but the Titan had been pushed into a corner and would now fight with all of his strength, he grabbed the Hulk and punched him with all of his might but held onto the beasts arm and continued to level him, forcing him into the floor, trying to crush every bone in his body.

Hawkeye loosed an arrow that struck his side and let out an electric charge but this only spurred Thanos on until Captain America had to physically jump on his back and slam his shield into his head. He roared and snatched behind him, grabbing the Captains leg and he wrenched him around, the bone snapping under his grasp making the Captain scream.

Thud!

Iron Man walloped him around the head, forcing him to drop the Captain and a blue blast of magic hit him in the chest from Loki who struggled to his feet, clutching the rubble around him. It was all or nothing now.