Vol 2 Issue 15: Fate of the Unified World (Part 2)-Ultimate Villain, Ultimate Challenge

Death Shrine Zone, Sanctuary II

In the deepest inner sanctum of Sanctuary II is one place no one but Thanos has any right of entering. It's a large, purple-themed, high-tech circular chamber, but that's only the start. At the side of this mysterious shrine-like chamber appears to be a throne made of bones and skulls with two large burning pillars in the shape of Lady Death's head adorn the sides of this throne along with a dozen large Death statues in her honor circling the chamber. Sitting on this throne is Lady Death herself, one of the most powerful beings in this entire merged universe, the physical manifestation of all that is decay and destruction. From her throne, she watches the one person who desires her above all else. Thanos. The Mad Titan that wields the Exo Gauntlet stands arms-folded in the center of this chamber, patiently waiting for the fools that wants to die by his hand.

Death quietly turns to the big open door that leads inside to this shrine. "They are coming." She said ominously, sensing her beloved's opponents finally arriving.

"I know." Thanos stoically replied, still with his arms folded as he's completely confident he could take anyone that runs through that door now that he wields ultimate power.

The Mad God watches uninterestingly when he sees who his foolish opponents going to be. His answer? The Dimensional Avengers. Young heroes from across time and space have finally come to meet their ultimate destiny. Led by their leader, Spider-Man, the D-Avengers enter through the door into Death Shrine to finally come face-to-face with the biggest, strongest, ruthless villain in all of reality.

Thanos is completely unimpressed that the first to die by his hand will be a bunch of teenagers, a few talking animals, a robot, and a goddess. "Out of ALL the heroes from their 'unified world', they sent mere children as their attack force? I'm insulted." The mad god said, not impressed in the slightest.

"Learn to cope." Knuckles scowled, pounding his namesakes together.

"Yo, Thanos. Long time no see. How ya been since we last danced? You do remember your old pal, Spidey, right?" Spider-Man jokingly asked the big godlike mad titan.

"No." Thanos simply replied, finding a hero like Spider-Man completely unforgettable and insignificant compared to big shots like Captain America and Iron Man.

"Whaaat? I don't see how's that possible. I'm famous across the universe. Though it has been a while since I updated my Space Facebook page. I should probably do that after I take those Exo Stones and that gauntlet from ya." Spidey quipped.

Spidey starts to feel Pit nervously tapping his shoulder and turns to the angel. "Uh, Spidey. Sorry to interrupt, but who is THAT?!" The young angel points the group to Mistress Death sitting idly on her makeshift throne.

"Uh oh. Is that who I think it is?" Spidey asked, recognizing Death.

"T-That's Mistress Death," Palutena answered nervously, and for the right reasons, "I never DREAMED I would get the chance to meet her face-to-face!"

"THAT'S the lady Thanos's madly in love with?" Axl asked.

"We're not fighting her too, are we?" Lucina asked worriedly.

"Hope not. One crazy god person is enough." Weiss replied.

"I thought she was made of skeletons?" Yang casually asked, staring at Death's more 'human-looking' face. That quickly changed once Death responds by slowly changing her white face to that of a skeleton's for a quick moment, creeping the heroes to the core. "Never mind…" Yang said, now possessing a face of dread and fear.

Death continues to play with the heroes for a bit. Still in her skeleton form, she casually waves hello to them, and the only ones brave enough to nervously wave back are Spidey, Sonic, and Ruby.

Ruby nervously chuckles to hide how scared she is waving at Death herself, "It's not all the time I get to wave at Death."

"And it's not all the time you die staging as her audience." Thanos interrupted, regaining everyone's stern attention. "I'll commend you children. Luck has been graceful to you for making it this far..." He compliments the D-Avengers and their bravery to confront him, despite being completely outmatched.

"Thanos! For the people of our planet and across the universe, your rule ends here and it ends now!" Ruby, with a determined unmoved face, bravely calls out the godlike titan of the universe.

Sonic continues taunting Thanos as he takes a few steps up to stand by Ruby's side, "Finally get to play with the biggest baddie in the whole universe. Like it or not, the game's OVER!"

BGM-Shadow the Hedgehog OST-Showdown

Unfazed by their little taunts, Thanos smiles and even chuckles at his worthless opponents, "You are all fools! Do you TRULY believe you could defeat me with how I am? A billion souls have known death at my hand. It is time you joined them!"

"A billion…really? You count that all yourself or did you hire someone?" Spidey still jokes, even against the unlimited power and danger Thanos holds in his gauntlet, "Nah. Wouldn't matter since you miscalculated by one. I'm sure you know who I'm talking about." He jokingly refers to Thanos as that missing one.

"Then get ready to die!" Thanos creepily smiles with a pulsing, thin red aura from his gauntlet, as all eight stones start to glow one by one, enveloping his whole body. "Let me show you the ultimate power in the multiverse!"

BGM End

BGM-Shadow the Hedgehog OST-Black Doom

The D-Avengers get into battle mode for the fight of their lives against the ultimate villain that threatens them all. "Now I will show you just how pitiful you inferior life forms are!" Thanos smiles as he stands in place, intentionally leaving himself wide open for the heroes to, hopefully, take advantage of.

"This is it! Let's end this once and for all!" Spidey declared.

After Team RWBY instantly enter their Maiden Style Change, all the blasters of the unified group throw everything they got from a distance at Thanos. The titan does nothing but tanks their attacks like they're paper balls hitting a wall. He waves his gauntlet sideways, unleashing a powerful shockwave maneuver that knocked down everyone but Sonic, Knuckles, and Yang since they were able to jump over it in time. The blond brawler throws Sonic and Knuckles as hard as she could at Thanos. She quickly dashes over and joins Knuckles throwing powerful blows that don't do anything against him, but it was just a distraction for Sonic to kick his gauntlet arm up in an attempt to retrieve the stones.

"Going after the gauntlet. A pointless strategy." Thanos taunted, easily back-handing the two brawlers before blasting the hedgehog to the ground, but he quickly recovered.

"Hey man, I'm doing you a favor. That gauntlet looks WAY too tacky." Sonic goes for a spin dash, only for Thanos to telekinetically grab him in mid-air then throws him at the still-dazed Knuckles and Yang.

In the Cyclone Hulkbuster, Tails was able to land a decent punch on Thanos that accomplished nothing. The titan blasts the mech back a few feet but Tails quickly recovered to fire in repulsors Thanos defends with his arm. He quickly deflects the lasers and would've dashed in to pound Tails some more if Weiss didn't freeze his feet to the ground.

"Good job, Weiss. Keep shooting from the distance along with Axl and Palutena!" Spidey ordered.

"Sure thing!" Weiss stands beside Palutena and Axl, the latter already in his White Axl mode, to fire an endless barrage of energy shots to keep Thanos partially distracted while the others focus on close-quarters. Spidey blinds the titan with his webbing for a swing kick to the face. He turns around and slingshots to his back for a massive dropkick, but Thanos didn't need eyes to backfist Spider-Man out of the way. Once he took off the webbing and the ice on his feet, Sonic, Ruby, Pit, and Blake attack him all at once, but quickly failed after using dark energy from the Nether Stone to deflect them to the ground.

Knuckles goes for another round against Thanos while Yang and Lucina shoot him from a distance, doing their best to give the echidna some form of advantage. "He's toying with us." Lucina noticed Thanos isn't even using a third of his power against them and he's still overpowering them.

"Yeah, because he sees us as children. How humiliating is that? After all we've been through?" Yang asked, a little annoyed Thanos isn't taking them seriously, that after fighting all sorts of super-powered crazy monsters that threaten the world or the universe, Thanos doesn't seem that as much of a threat.

"Be grateful we're even ALIVE because he sees us as 'insignificant'." Lucina replied, hopelessly pelting Thanos with her arrows.

"I thought that was Spidey's thing?" Yang quipped.

Knuckles was blown smacking to Death's throne by Thanos. He's delirious for a brief moment, lying under Death's gaze. Just being near the embodiment of Death Scares Knuckles right back up, screaming, "AAAAAH! GET AWAY FROM ME, UGLY SKELETON LADY!"

Making fun of Death was an immortal sin in Thanos's eyes. Irritated, he uses the Evolution Stone to trap Knuckles in a gravity bubble, throwing him across the room, hitting the walls and floor before finally throwing him to meet the ceiling by having his head stuck up there.

While Tails, Sonic, and Pit try to keep Thanos busy and grab his gauntlet, Spidey swings over to Death's side to ask her something. "Can I borrow one of those statues to throw at your boyfriend?" He asks, pointing to one of the many Death statues in the room. Death just stares at the wall-crawler without answering him. "I'll take that as a yes?" Spidey asked, but Death still doesn't reply, "Great talk."

Switching to Gravity Elemental Mode, Spider-Man attaches gravity-powered webbing to four very large statues and easily lifts them up. With his spider strength, he throws the statues at Thanos, which predictably didn't do a darn thing. "Okay…Four giant statues made of Thanos's ego isn't much against this guy. Good to know for the future." He joked.

"Future? Spidey's feeling optimistic." Yang joked.

Using the wind properties of the Espeon Stone, Thanos unleashes a mighty wind that blows Sonic, Pit, Blake, and Yang off their feet and into the air screaming. Using the Star Stone, he disappears into a portal before Tails could hit him.

"Where did he go?" Tails asked, before a space portal opened behind him with an energy blast that knocks his mech to the ground as Thanos chuckles out of the portal.

With the power to manipulate matter with the Dream Stone, Thanos cages Weiss, Palutena, and Axl who were fighting him from a distance before hitting them out of their cage with a heavy blast from the War Stone. Peter tries his hand against him but was too quickly defeated and knocked to Pit's side.

"Quick question: How strong was Thanos when he had the Infinity Stones?" Pit asked the web-slinger.

"Not sure, since I was dead for half of it. I think I heard something about Galactus and other OP cosmic entities that could destroy universes were together and still couldn't beat Thanos." Spidey replied jokingly, but it wasn't enough to keep Pit's anxiety in check.

"THEN HOW DO WE STAND A CHANCE?!" Pit shouted.

"By playing rock-paper-scissors?" Spidey joked.

"Did you fools honestly come to fight me without a plan?" Thanos asked. The titan fires an energy barrage at Sonic running along a wall, unfazed and doesn't bother with Ruby's rockets after she absorbed a Rocket Wisp, one of the couple Wisp capsules she has stashed with her for her fight against Thanos, into her gun.

"Plan? Who said anything about a plan? We always win our fights by winging it." Sonic quipped, still running away from Thanos's energy barrage. 'Thankfully, Strange and Phoenix put our telepathic defensives to the max so Thanos can't read our minds. Only a matter of time til he notices though. Gotta make this quick.' He thought. The grinning hedgehog makes a last second jump from Thanos's attack and dive-kicks his face. "You tryin', dude? Can't impress Death looking so BAD and PATHETIC! Gotta try harder, ya know, if you have what it takes!" He taunted, earning Thanos's wrath with a burning flame blast that knocks him across the room. "Ow! That smokes. Times like this we wish we had a Hulk instead of a Knuckles and a Yang!" He said.

"What?!" Yang exclaimed, irritated from his insulting comment.

"Oh that just makes me angry! And you don't like it when we're angry!" Knuckles snarled angrily.

Both Knuckles and Yang unleash their full power, Maximum Heat Knuckles Attack and fiery Semblance respectively. They dash forward and slam their fists right on Thanos's chest, actually staggering the mad god.

"Nicely done. Gotta love my motivating words." Sonic clapped from the sidelines.

"Still gonna kill you once we live through this." Yang retorted before Thanos grabs her and Knuckles's head.

"Very hopeful, child," Thanos lifts the two to the air, "But hope will not save you from death." The titan starts crushing their heads, causing them to scream in pain. Thankfully they were saved by Ruby, who absorbs a Drill Wisp to drill Thanos's back to briefly stun him, enough to free Yang and Knuckles from his grasp.

"We know your weaknesses!" Ruby proclaimed.

"I have no weaknesses!" Thanos retorts as he easily blasts Ruby out of his sight.

Pit flies in and slides to slash Thanos's knee, dropping him for a bit so Lucina could have a personal go at him. Thanos almost immediately recovers and grabs a small rock to reshape into a large sword and clashes with the princess for a bit. He easily defeats her by kicking her hard to a wall. Soon after, Thanos found himself under a petty assault from Blake and three of her clones. "Hmph. How primitive. Fitting for a scared animal." Thanos, with the War Stone, unleashes a shockwave that destroys all but the real Blake. He grabs her by the neck and slams her hard to form a crater on the ground. He only turns around when he spots Axl running toward him shooting and Spidey swinging.

"Is that how you treat all ladies? It's a MIRACLE Death is still into you. What does she see in a big brute with no manners that can't finish the job like skinning a cat?" Spidey's jokes slowly start to annoy Thanos more and more each time anyone makes fun of him and especially Death.

Thanos brutally throws Blake right at Axl and then manipulates gravity to force push Spidey to eat dirt and get his back brutally stomped by his heel. "You are just asking to be squash." Thanos says, stomping on Peter three more times with no remorse.

"By your smelly feet…No thanks…You couldn't even 'squash' us when you destroyed Avengers Tower…Sure your girlfriend was QUITE displeased when she heard that…" Spidey weakly insulted.

"RRRAAGH!" Thanos furiously kicks Spidey across the chamber, leaving him to lie down and groan in pain.

"This is becoming painful… Have any better ideas, Ero?" Spidey asked his spider-spirit inside his mind.

'Nope.' Ero simply replied.

"How about you, genie lady?" Spidey asked Jinn.

'Nope.' Jinn simply answered.

"You guys are so helpful..." Spidey quipped.

Weiss was able to summon the Crimson Bands of Cyttorak to wrap and grab Thanos's gauntlet while he was focused on Pit and Lucina. She pulls with everything she's got to take that gauntlet off him but he wouldn't budge. The heiress summons a Arma Gigas for additional assistance but even its strength it's nowhere near enough.

"Hi! Remember me?" Knuckles shows up on top of Thanos and repeatedly starts hitting his head to keep his distracted. Tails and Palutena fire giant lasers from the distance to add in to the distraction as Weiss slowly takes off his gauntlet. But even after all of this, Thanos is still playing with the heroes. A big burst of energy from his gauntlet repels all those that thought victory was slowly coming to their grasp.

"Is that the best you can do? Such a pity." Thanos taunted.

A Cyan Laser hits Thanos's face while he was taunting, which turns back to Sonic for another round against the mad titan as the hedgehog absorbs a Red Star Ring before charging up a spin dash. "Do you ever learn, rodent? You cannot harm me." Thanos taunted him.

"No," Sonic says before finished charging up a Red Star Ring-powered Light Speed Attack, "But I CAN outrun you!"

The supercharged hedgehog blitz Thanos multiple times so fast he can't seem to predict his next movement. Thanos chuckles with a nasty thought on his mind. He uses the Genesis Stone to speed himself up and immediately moves incredibly fast that Sonic surprisingly finds himself clashing with a high-speed Thanos.

"Okay, I'm impressed. But to use a stone to catch up with me, just proves how slow you are to finish me off." Sonic grinned to hide his fear, too bad he can't hide the nervous sweatdrop forming down his head.

"Then I'll make this quick." Thanos smiled. He starts to move even faster than Sonic to the point he is stuck in time, unable to dodge an energy blast from both the Star Stone and the Dream Stone, practically incapacitating Sonic as time resumes.

"Hey guys! I think we almost got him!" Spidey jokes, slamming Thanos with a flaming web hammer.

"I don't see it!" Pit struggles to speak while being choked by Thanos.

"You must be delirious if you thought any of your futile attempts to hurt me has worked thus far?" Thanos says as he throws Pit at Spidey, then ragingly blasts them to near defeat.

Ruby uses her Semblance to the best of her ability, clashing with Thanos for a few before spinning away when she knows it's enough for a bit. Lucina leap slashes the titan and was quickly dispatched by a fist. Thanos opens a portal below Ruby's feet to teleport her up above him so he could ruthlessly blast her back through the portal and hit the ceiling before barely falling down on her feet next to Spidey and Weiss.

"Do we have a plan?!" Weiss asked the two leaders. Though she knows what their "true" plan is, she's starting to lose faith it will work.

"Don't die!" Spidey answered with a serious face.

"A BETTER plan!" Weiss responded.

"Don't die!" Ruby replied with a serious face.

Thanos morphs the floor in front of the three into giant rock fists that punch them out of sight. Sonic returns with Yang and Axl for another pointless go at Thanos before he disposes them in a span of a second. Tails tries to attack him but loses an arm of the Hulkbuster in the process before getting blasted to the floor, nearly losing energy to pilot the mech. Palutena fires a Mega Laser to beam clash with a light beam from the Dream Stone.

"Are you supposed to be a god? Laughable." Thanos smiles as he defeats Palutena in their clash.

"Starting to get REALLY annoyed here." Spider-Man has finally entered his "Aura Arachnid" Mode with his armor, forming a giant fist that staggers Thanos for a giant Kumodama to the chest, skidding the titan back a few as a result of barely tickling the guy.

"Ahh. So even a bug can unlock a form of divine power. Still," Thanos mentally lifts Spider-Man to the sky and crushes him with electricity, causing him to scream in pain to the point of forcing him to drop Aura Arachnid, "It's nothing against my divinity. And my divinity is absolute!"

"Still not enough to impress Death over there! Are you trying to impress her or BORE her to death," Spidey asks, with Thanos giving a quick glance to the unimpressed Death, "Wait, that didn't make any sense! Can I get a do-over?" He jokes before Thanos ferociously slams him so hard to the floor his armor starts to break apart. Thankfully, it's made of liquid metal, so it'll repair itself in no time, if he still has time.

Thanos found himself under a double attack from both Sonic and Ruby, leaping back to stand with their fellow, but weakened, D-Avengers. "C'mon…is that the best you can do?" Sonic taunted, sounding exhausted as he's not sure how long he could keep this up.

"You really suck at the whole…. killing heroes thing…Which I hear leads to your downfall a lot…never killing us even with infinite power…" Ruby panted as well, losing breath and could barely stand.

"Then I'll finish you all with this." Thanos shows off the fake Chaos Stone, the one stone that so far hasn't figure out yet, but judging from Death's look at it, she seems to be aware of the forgery but doesn't say anything to her beloved.

"Hold up. Let me get my bearings…" Spidey jokes as he slowly stands up.

"CHAOS BLAST!" The mad titan unleashes a very powerful explosion from what's supposed to be from a weaker Chaos Stone.

"Oh, how very rude-." Peter quips before he and his team was consumed by the blast.

BGM End

Everyone was blasted to a wall and fall on their stomachs, weak and could barely move, almost near death from what it seems. "We're following your plan…Now what…?" A weak Weiss asked her web-headed leader, responding to his joke about death as their plan.

"Of course you'll only joke when we're about to die…" Peter weakly quipped.

"Quite a resilient bunch you children are despite me holding back on that last attack." Thanos complimented but really mocked his beaten opponents as he was holding back A LOT during this whole fight, right from the beginning.

"Yeah, we figured…" Knuckles weakly said, sitting on his head.

"I made a promise to the Earth I'll destroy it and you 'heroes' in the time that was given. Time, you are all quickly running out with only five minutes left." Thanos menacingly said.

"First off, we haven't decided on the name for the planet yet…" Sonic weakly joked.

"I thought we agreed to call it Mobiant Earth…" Ruby dimly responded, unable to move.

"Secondly, it was kinda a dumb move to give us a time limit at all. You're just ASKING to get your butt whooped hard…" Sonic weakly quips to the titan.

"Really? Has our fight not proved anything? Even if the rest of your comrades showed up, they would be in the weakling position that you are now." Thanos arrogantly replied.

"C'mon, dude. Don't fall for that trope every comic book/movie villain follows…It's getting dull…" Slowly, Spidey starts to regain the strength to barely lift himself up as he continues using clever and subtle quips against Thanos, "You're supposed to be like 'top dog' in the universe, different from other bad guys. The one person everyone plus cats would be scared of." He said, annoying Blake for a bit, "Most cats I mean, which is kinda sad." He joked before receiving a painful blast to shut him up, so it's Sonic's turn to take over.

"Wow. Purple chin seems to be getting tired of being civil. Where was this attitude when he had the Infinity Stones and somehow STILL lost?" Sonic weakly grins a cocky one.

"In his chin…where he packs his brain of other stupid ideas like keeping good-looking heroes alive to risk himself to fail…I swear it's a cliché among villainy, even to 'big bad' titans like purple haze over here…" Spidey continues with the annoying quipping despite his severe injuries.

Slowly but surely, Thanos starts to get annoyed with their constant joking about him. "Whatever game you're playing, it will not work against me!" The titan moves his gauntlet to lift Spidey and Sonic in the air and throws him hard to another wall that it looks mighty painful.

"That's gotta hurt…" Yang weakly quipped, fearing how long those two can keep this plan of theirs up.

"This is REALLY starting to hurt us more than it hurts you… Or is it the other way around…I don't know anymore…Are we winning yet…" Spidey said, weakly but still quipping.

"Not unless we stand up…Still got five minutes left before titan grape here stops wasting lady deathstroke's time…" Sonic gains some strength to barely stand on his feet while Thanos was briefly distracted looking at Death still standing idly from her throne.

"It's a very bad move to keep a girl waiting on her gift…And I'm not even an expert on women…Give her what she wants A.S.A.P…" Spidey quipped.

"Enough!" Thanos gravity slams both jokesters face-down to the floor to shut them up and make suffer a slow, painful death. He mentally lifts them up and the other D-Avengers to his front, trapping them in bubbles.

"Uh oh!" Ruby said, a bit scared.

"Why are we in trouble?! It's their big mouths!" Weiss shouts.

"You are beaten and have outlived your usefulness. It is time that I end you." Thanos said, getting ready to kill the D-Avengers.

"While you are at it…how 'bout do the same to Iron Man and the other heroes on this ship who are actually coming here with a plan in mind while we've been keeping you busy…" Sonic weakly suggested, which got Thanos curious.

"You idiot…Why did you have to say that…?" Spidey asked, which really got Thanos thinking his next move.

"Sorry. Kinda dying here…Can't think straight…" Sonic replied.

"Oh goody. Next you'll say is have him kill Captain America and everyone else on the planet…or just have him destroy the entire universe already…"

"Thought he wanted to destroy the multiverse…"

"He said he won't do it until five minutes…Probably so he could stretch his fingers or something…" Pete quipped, giving Thanos a daunting thought of something he once done before with his special gauntlet.

"Time's up." Thanos smiles, interrupting their bickering even though it hasn't been five minutes yet.

"Uh oh." Both Spidey and Sonic responded in shock.

"You guys couldn't keep your mouth shut, and now we're all going to DIE! What do you have to say for yourselves?!" Weiss angrily glared at them, seemingly forgetting this is part of their true plan.

"Uh, we're sorry?" The jokesters replied sheepishly.

Tired of these young heroes and their constant quips. Tired of the other heroes somehow always beating him when all hope seems lost. Tired of not gaining the love of Mistress Death. Thanos is tired of it all. That's all about to change, right here, right now. The mad titan shows off a familiar, frightening hand gesture with his fingers. A gesture to perform a snap. And not just any snap. The snap of decimation. The snap that'll finally eradicate all life in all reality, and the snap that'll finally gain Lady Death's love once and for all.

"Uh, guys! He's about to snap!" Pit shouted.

"Figuratively or literally?!" Spidey joked.

"Stop recycling jokes and DO SOMETHING!" Tails shouts.

The heroes do everything in their power to try to break free from Thanos's imprisonment bubbles, but nothing they do could make it pop. "You have fought well, but you were all fools against my power. You thought you could defeat me, you suffer from delusions of grandeur. This is where we say goodbye." Thanos smiles.

Spidey gulps. Sonic grunts and scowl. And Ruby is sweating buckets of fear inside her bubble. The D-Avengers could do nothing but watch powerlessly as Thanos slowly makes his finishing move with a snap of his fingers.

"Wait, NO!" Spidey cried out as Thanos finally does it. He performs the snap that eliminates all life in all reality…or so he thought.

"WAAAAAAGH!" A painful scream is almost unheard of coming from Thanos. What was supposed to be the snap of decimation for all life was the snap of decimation for his gauntlet. The fake Chaos Stone finally does the thing it was created for, reversing the energy field of the other Exo Stones then explode, destroying the Exo Gauntlet and deactivating the stones for a brief moment.

BGM-Sonic Forces OST-Nothing Can Contain Us!

The deactivation of the Exo Stones also freed the D-Avengers from their bubbles, with Spidey being the first to land on his feet. "NOW!" He shouts, but to who?

Out of nowhere, Ant-Man enlarges to normal size to uppercut Thanos from his heel. "Never took on a galactic warlord!" Scott Lang said as he throws a few more punches on the weakened titan, with some small help from Wasp, who has also been with the D-Avengers this entire time.

"But there's a first time for everything!" Wasp finished, continuously blasting Thanos's eyes with her stingers, giving Ant-Man enough time to grab the real Exo Stones.

"Heads up!" Ant-Man throws the seven Exo Stones to the D-Avengers: The Evolution Stone to Lucina. The War Stone to Knuckles. The Star Stone to Ruby. The Espeon Stone to Weiss. The Dream Stone to Palutena, which she uses to heal everyone back to full health, even repair the Cyclone Hulkbuster. The Genesis Stone to Sonic. And finally the Nether Stone to Spider-Man.

"Holy shit. I can't believe that actually worked." Spidey remarked, outright shocked with himself their real plan worked.

"The Chaos Stone was a FAKE?!" Thanos loudly scowled, feeling completely duped and surprised a fake Exo Stone was even possible.

"Heh. You can thank Doom for that. All we had to do was trick you into doing that little snap of yours by our 'smooth talking'. For someone who claims to have no weaknesses, your ego can't BARE to disappoint skeleton lady over there." Sonic grins while pointing at Lady Death still on her throne, claiming Thanos's blind love to do anything to impress Death is his one true weakness. Still it's not a weakness easy to exploit, requiring some careful, annoying quipping that sounds like babbling but actually a clever ploy to trick him, and because Spider-Man and Sonic are "naturally annoying", Thanos didn't suspect their true plan this entire time.

"You know what they say. Love can blind the truth." Spidey smirked behind his mask.

"That's what you get for treating us like kids." Ruby smirked, also grateful Thanos didn't take them too seriously because they were kids.

"Hmm. Not bad." Death, for once during this whole battle, finally spoke up to compliment the heroes' performance.

"She can talk?" Ant-Man remarked, surprised that Death speaks.

"A compliment from Death? I think your girlfriend loves us more than you. How does that feel?" Spidey tauntingly points at the increasingly angry Thanos. The raging titan dashes at the heroes but they saw his attack coming a mile away and jumped back in time. "Oh, sorry. Seems without the stones, that 'big titan quickness' isn't gonna work on us." Peter joked.

"Okay, Spidey. I think he gets the picture." Weiss tells him to shut up.

"Give me back the stones! I'll use them to find the real Chaos Stone…after I've killed you!" Thanos threatened.

"You forgot to say 'please'." Spidey quipped.

BGM End

"You dare defy ME?" Thanos asked.

"Absolutely. Go get him, Blake!" Spidey ordered, which caught Blake completely off guard.

"Wait, hold on! Are you INSANE?! You want me to go against HIM? He's going to KILL me!" Blake retorted.

"Well, there's a reason cats have nine lives." Spidey quipped.

BGM-Marvel vs. Capcom Infinite OST-Theme of Hawkeye

Though stripped from the Exo Stones, Thanos is still a force to be reckoned with. He launches a cosmic beam from his palm at the heroes for a quick kill, wanting to finish them off for tricking him. Weiss projects a glyph powered by the Espeon Stone to successively block the blast to give Ant-Man time to shrink down and resize to uppercut Thanos.

"Fall!" Thanos punches Lang down.

"War Stone!" Knuckles leaps in powering up with the War Stone to make him hit stronger than the Hulk, punching Thanos so hard he's sent flying to a wall.

"This is our chance! Go on the offensive! Let him have it!" Spidey ordered his team to go all-out.

Wasp, Yang, Pit, Tails, Blake and Axl keep Thanos busy from the distance for Lucina and Knuckles to step in up close and personal. "Evolution Stone!" Lucina shouts, evolving her combat abilities to the absolute limit. She and Knuckles overwhelm the titan with coordinated attacks, and while he was able to block and deflect a few of them, Lucina powers up to Ion Mode, enlarging her blade with ionic energy. With one mighty swing, she slashes the titan skidding away.

"Genesis Stone! Hah!" Sonic smiles, speeding up with a white aura from the Genesis Stone. Now Sonic's speed is truly the untouchable, able to blitz the mad titan over a thousand times without slowing down.

"Learn your place!" Thanos was able to predict his next movement and unleashes a hard crescent chop that knocks Sonic down.

"Espeon Stone!" Weiss telekinetically throws statues of Death to hit Thanos but were ineffective. Soon after, Spider-Man swings in and strikes his cheek with a spider-arm.

"Can I ask why I was given the Nether Stone? This thing smells of dark odor." Spidey jokes, using the Nether Stone to form large dark-powered Web Hammers. He combos the titan with large swings, dodging his lasers thanks to his Spider-Sense, then slams both hammers on him before unleashing his spider-arms to fire powerful dark repulsor webbing from them and his palms to blast him back a few feet.

"Star Stone!" Ruby then traps Thanos in a crystalized star, keeping him there for Palutena's Exo Stones attack.

"Don't go away now!" Palutena taunted as she twirls her staff around. "Dream Stone!" She fires a huge beam of light energy that break through the star case, blasting Thanos right out of his imprisonment.

"Dude, you are just SUCKING!" Ant-Man taunts as everyone takes on Thanos together. Some were easily deflected by a wave from his hand while others were doing their best to keep him occupied. Sonic spin-attacks his back, knocking him over for a few swings from Ruby's scythes.

"Spidey time! What's happenin'!" Spidey unleashes his awesome Spider-Fu combo that overwhelms the titan from all sides. Finally, he jumps back to the air, temporarily coating on his Aura Arachnid for a giant aura fist that pounds Thanos's face to eat the small crater he was punch into.

BGM End

Spidey takes off his aura as he lands in front of his friends. They all look at Thanos, who seems to have finally been defeated by their teamwork.

"No way…Did we beat him?" Ruby asked, visibly shocked they seemingly beaten the strongest foe in the whole universe.

"I can't believe we actually did it." Spidey lowly remarked, shocked himself.

"Hahahaha! We beat him!" Sonic laughed in joy.

"WOOHOO!" Wasp flies happily around Knuckles's head, who is also incredibly happy they beaten Thanos.

"Oh yeah!" Ant-Man fist-bumped Pit in front of Palutena, who nods with a joyful smile.

"We won!" Yang joyfully hugs Blake as Tails, still in his mech, shares a high-five with Weiss just like between Axl and Lucina.

"Knew you guys could do it!" Spidey says to his team.

"We're awesome!" Ruby smiled, sharing a fist bump with Spidey and Sonic.

They thought victory was theirs. How very wrong it quickly becomes. While celebrating, Peter's Spider-Sense warns him to a still very healthy-looking Thanos still kicking to brutally slam his armor to reboot.

"I would expect nothing less of the Exo Stones…" Thanos says as he easily dispatches the remaining heroes one-by-one, leaving Ruby left as he lifts her to the air in excruciating pain. "But our time here is at an end." He ominously said.

Thanos slams Ruby to the ground, forcing her to drop the Star Stone in her possession, making it very easy to reclaim what is rightfully is. Having underestimated these children for the final time, Thanos prepares to kill them while they are down before reclaiming the other six Exo Stones, but was interrupted by the sound of explosions happening all over his ship.

"What?!" Thanos exclaimed, wondering what is happening to his ship.


New Vale City

Captain America threw his shield at a few more Chitauri soliders in a city filled with hundreds of them. That won't stop him from fighting. He grabs back his shield and prepares to take down a few more aliens, but as he turned around he notices each and every Chitauri and Outrider in the city start to suddenly collapse dead, just like what happened with the Metarex shortly after Dark Oak's death.

"Captain!" Sally runs up to the captain along with Jaune with some news Nicole told them.

"Sally, what's happening?" Steve asked the Acorn princess.

"It's happening all over the world. All the aliens have suddenly collapsed. Their ships and everything!" Sally informed him.

It didn't take long for Steve to piece together everything, "Iron Man's team did it. The command center was destroyed!"

"You mean we won?! YES!" Jaune happily said.

Everyone across the planet are cheering loud and happy that the alien invasion seems to have finally stopped and their world is saved. But there's still the matter of Thanos to deal with though.


Death Shrine Zone, Sanctuary II

"How could this happen?!" Thanos asked himself inside the exploding Sanctuary.

"THANOOOOOS!" Drax's loud voice grabs the titan's attention, turning around to get tackled by Drax, Hulk, and Thor together.

The other members of Iron Man's team finally showed up to the chamber. "Seems we made it just in time." Iron Man joked.

"You okay, Spidey?" Captain Marvel helps Spidey up to his feet.

"Ugh…maybe. What the hell took you guys so long? We almost died a third time today." Spidey asked the latecomers as they help the D-Avengers back up on their feet.

"Had to take a few minutes to think up a new plan in case ticking him off didn't do it, but it looks like it wasn't needed. Good job, kids." Star-Lord joked.

"Uh, who the heck is that?" Hawkeye points to Death on her throne.

"That's Death." Sonic answered.

"What?!" Cinder remarked, surprised of Lady Death's appearance.

"Don't really see what Thanos sees in her." Grimadoom casually joked.

Thanos breaks off from the juggernauts that briefly kept him occupied, then looks to see his daughters, Gamora and Nebula, standing in front of this little unified group. "If it isn't my favorite daughter, Gamora. Here to challenge me?" He calmly taunted his daughter.

Gamora points her sword at her adoptive father, threatening to kill him if he doesn't comply, "Show's over, Thanos. Your army is DONE and so is this ship. You're outnumbered and outmatched, so hand over the Star Stone."

"You think you've beaten me? Daughter. You should know I ALWAYS come prepared with a back-up plan." Thanos smiled as he stills has one last trick up his sleeve.

"And what would that be, 'dad'?" Nebula tauntingly asked.

Thanos did nothing but chuckle as he summons seven mystical objects that are his back-up plans. Seven awfully familiar emeralds that frighten the heroes who are well-familiar with those gems.

"What?!" Shadow exclaimed, shocked of what he possesses around him.

"Th-Those are the Chaos Emeralds! When did he get time to get THOSE?!" Sonic exclaimed, shockingly surprised.

The Chaos Emeralds, Thanos had Corvus Glaive secretly collect after the one he found on Wakanda Island, and the Star Stone starts circling around the mad titan as he stands in place. They spin faster and faster as an ominous golden glow from his body.

"STOP HIM!" Captain Marvel shouted.

The unified heroes all do whatever they can to stop Thanos before he ascends to an even bigger problem that he was before. They were too late. A powerful surge of golden energy explodes from Thanos that knocks the heroes to the floor in pain.

"Great. Juuuuuust GREAT!" Sonic holds his aching head, scowling.

He and the other heroes stare in either annoyance or horror to see Thanos has powered up to a new form using the Chaos Emeralds and the Star Stone. His super form looks identical to his normal form with a few differences such as the blue parts of his armor is painted black instead. Red lights also replace the golden-variant that emanates from the armor. Generally, Thanos now has a new gold-and-black color scheme with red, glowing accents on different parts of his armor.

"Well? Weren't you going to 'stop me'?" The powered-up Thanos, now dubbed "Chaos Thanos", taunts the heroes with his new power and a daunting smile.

"Uhhh, Ruby, if you wanted to say one of those bad words I taught you, now would be a perfect time." Spidey joked while paralyzed with fear, just like Ruby who is too scared to utter a bad word even if she wanted to. The final battle to save the Unified World has now begun.


BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Theme

Ruby Rose: Hey everyone! Ruby Rose here! THANOS HAS A SUPER FORM?! We didn't expect him to gather the Chaos Emeralds!

Iron Man: His power is out of this world! He might be stronger than Galactus!

Hulk: My type of challenge.

Weiss: What is wrong with you?! He has enough power to destroy the planet!

Captain Marvel: We won't let that happen! This is the final showdown to save the Earth! We either live or die! This is it!

Sonic: She's right! Let show that titan what we're made of! BRING IT ON!

Next time on D-Avengers: Exo War-

Fate of the Unified World (Part 3)-Decisive Cosmic Showdown

Thanos: No matter what you do, one of you will die.


KFX Here: Lots of twists and surprises in this chapter. Despite being tricked, Thanos still came out on top and now has transformed into Chaos Thanos using the Chaos Emeralds and Star Stone. Can the Unified Army muster up the strength to defeat a power that puts Galactus's to shame?

If you're still having trouble how someone like Thanos was tricked by the D-Avengers, let me try to explain as simple as I can:

From the beginning, Thanos toyed with the D-Avengers, seeing how most of them were children so he didn't take them seriously. That was his first mistake.

The D-Avengers made him think they were after his Exo Gauntlet the entire time, which is why he didn't bother reading their minds with the Espeon Stone as he arrogantly believed it wasn't necessary for a predictable strategy.

Sonic and Spidey are experts at insulting enemies where it hurts. In this case, it's Thanos's love for Death. Using clever quips that invoked Death and putting Thanos's relationship in jeopardy, they purposely gave Thanos the idea to do his snap earlier than intended.

Ant-Man and Wasp were hiding the entire time waiting for the moment when Thanos' gauntlet is destroyed to take back the stones, as it was predicted the D-Avengers would be too weak to reclaim them themselves.

I got the idea for Spidey and Sonic to trick Thanos using quips from some old Marvel Comics. A very old storyline called "Infinity Abyss", where the main villain didn't see Spider-Man as threat which led to his downfall. And a more recent storyline called "Avengers vs. X-Men", where a dying Spider-Man used his quips and constant banter to trick a Phoenix-possessed Colossus and Magik into knocking each other out. If you still have a problem with this chapter, I'm sorry. I did my best to make it seem sensical.