The mad Titan arrives for battle! Fight on, Guardians and Avengers!


Dr. Strange went about explaining everyone's part in the plan, then sent the team to their positions before Thanos arrived on Titan. Lylla and Spider-Man would mostly be on support duty as their powers made them more mobile and harder to hit. With Spidey's webs and Lylla's elctrostaff, they would catch Thanos by surprise and try to hold him long enough for the others to finish the job.

"You nervous?" Lylla asked, noticing how Peter was shuffling on his perch.

"Yeah, well, uh, I've never actually killed anyone before," he said.

"You don't have to kill anyone, Peter," Lylla said. "You're just a kid. I wouldn't want murder on your conscience either."

"I don't think I could go through that again," he said quietly.

Lylla cocked her head to the side. "Again?"

Peter nodded. "You see, when I first got my powers, I didn't use them to help others, and then someone close to me died because of it. If you have the power to help others, then it's your responsibility to do so."

Lylla nodded. "That's a good life philosophy you've got there. I'll admit, Rocky and I were working as bounty hunters before we joined the Guardians of the Galaxy."

"You were a bounty hunter?" Peter asked, eyes wide in astonishment.

The otter laughed. "It was mostly Rocket that did the heavy-lifting, other than Groot, of course. Oh, I never told you about Groot, did I? Well, he's about your age, so maybe you two would get along if you ever meet."

"Sounds like you Guardians are really close," Peter said.

"They're my family," Lylla said with a smile.

Suddenly, Stark's voice came over Lylla's comlink, which had been tuned into Iron Man's frequency. "Kid, Lylla, we've got Infinity Stone energy readings nearby. Get your game faces on; he's here."

Peter gave Lylla a nod and activated his mask, slinging up onto some floating rocks to hide. Lylla made her way near the energy spike, observing as Dr. Strange confronted Thanos.

"Oh yeah, you're much more of a Thanos," Dr. Strange said, sitting on some nearby rocks.

"I take it the Maw is dead?" Thanos presumed. Strange nodded. "This day takes a heavy toll. Still he accomplished his mission."

Lylla watched as Thanos looked at Strange's amulet. She then realized that power that the Doctor had been using to see into the future was the Time Stone!

"You may regret that," Dr. Strange replied. "He brough you face-to-face with the Master of the Mystic Arts."

"And where do you think he brought you?" Thanos asked.

"Let me guess, your home?" Strange answered.

"It was," Thanos said. He activated the Reality Stone, creating an illusion of what Titan looked like in the past. "And it was beautiful. Titan was like most planets, too many mouths, not enough food to go around. And when we faced extinction, I offered a solution."

"Genocide," Strange corrected.

"But random, dispassionate, fair to rich and poor alike," Thanos explained. "They called me a madman. And what I predicted came to pass."

"Congratulations, you're a prophet," Strange said sarcastically.

"I'm a survivor," Thanos said.

"Who wants to murder trillions," Strange countered.

"With all six Stones, I could snap my fingers," Thanos gave a snap as an example. "Thy would all cease to exist. I call that… mercy."

Dr. Strange stood up from his seat. "And then what?"

"I'd finally rest and watch the sun rise on a grateful universe," Thanos said. "The hardest choices require the strongest wills."

"I think you'll find our will equal to yours," Strange replied, activating his magic shields over his hands.

"Our?" Thanos questioned.

It was at that point that the plan began. Iron Man pushed a giant chunk of floating rock down onto Thanos, hoping to crush the titan right then and there. "Piece of cake, Quill," Stark said.

"Yeah, if your goal was to piss him off," Star-Lord replied, activating his mask and rocket boots.

Thanos used the Power Stone to break the rock into pieces, following up with the Reality Stone to turn the chunks into bats that attacked Iron Man. Lylla ducked behind cover as the bats rushed by, her grip tightening as the battle was truly starting now.

Spider-Man swung into action, hitting Thanos in the eyes with a web shot. This distraction gave Lylla and Drax the chance to slide in and hit Thanos in the back of his knees with a staff strike and knife slice respectively, forcing the titan to his knees. Strange portaled in and created an energy sword to combat Thanos alongside Drax, while Lylla pulled back and fired small electric bursts to keep Thanos distracted.

Thanos quickly recovered, standing up and kicking Drax away while catching Strange's sword with a single hand. Star-Lord flew over and picked up Lylla, the two using their blasters to shoot and Thanos while Strange backed them up with magic platforms. When Quill jumped over Thanos, Lylla stuck a bomb onto his back before the two jumped into one of Strange's portals.

"Boom!" Quill taunted, giving Thanos the middle finger as the bomb exploded. Lylla had modified the explosion to not only disorient Thanos, but also jury-rigged some of Spider-Man's webs into the explosive, trapping Thanos on the ground for a split second.

"He's all yours, Strange!" Lylla called.

The Doctor sent his cape to wrap around Thanos' Gauntlet hand, preventing him from closing his fist and thus using the device. Spider-Man then portaled in, constantly moving in and out to give Thanos the beat down. Just as the titan broke free from the webs and tried to grab Spidey, Lylla stepped in and pulled out some of Rocket's gravity mines, tossing them underneath Thanos before ducking for cover.

The bombs made Titan's already unstable gravity into one that was easily triple its normal one, forcing Thanos to the ground. This made him an easy target for Iron Man, whom came flying in firing missiles at the villain. Screaming in frustration, Thanos managed to get rid of Strange's cape and closed his fist, absorbing the explosion's attack, and shooting it and Lylla and Iron Man.

"This is gonna get hot!" Stark warned, using his suit to protect the otter as they were both blasted away from the fight. The two slammed into a nearby structure, with Lylla quickly using the planet's lower gravity to slide down the building's side and see a spaceship fly right into Thanos.

"I think backup just arrived," she mused, glad to see Nebula finally join the fight.

Nebula jumped from the wreckage of the ship, delivering a punch to Thanos' face before drawing her baton. "You should've killed me," she said.

"It would have been a waste of parts!" Thanos shouted, the two engaging in a duel.

"Everyone, now!" Strange called. He summoned crimson bands that wrapped around the Infinity Gauntlet, pulling it away from Thanos as he struggled.

Drax then came in to deliver a kick to Thanos' leg, knocking him down and allowing Star-Lord to set up a trap that capture Thanos' other hand. Spidey swung in with Lylla in tow, the teenager using webs to hold Thanos back while the otter dug her staff at max charge into his ribs, pinning the titan on both sides. Iron Man finally flew in, grabbing at the Gauntlet and trying to pry it away from Thanos. With one last move, Dr. Strange portaled in Mantis, the bug girl dropping on Thanos' shoulders and using her powers to try and put him to sleep.

Thanos screamed, but then his voice soon stopped as Mantis' powers kicked in. "You've got this, Mantis?" Lylla asked.

"Be quick, he's very strong," she said, voice straining from her power use.

"Parker, help! Get over here," Stark said, prompting Peter to go and help remove the Gauntlet. "She can't hold him much longer, let's go."

"I thought you'd be hard to catch," Star-Lord taunted. "For the record this is my plan. You're not so strong know, huh?"

"Quill, don't taunt him right now," Lylla said, her staff starting to overload from the constant charge.

"Where is Gamora?" Quill asked.

"My Gamora," Thanos said.

"No, bullshit," Quill replied. "Where is she?"

"He is in anguish," Mantis said, reading Thanos' emotions.

"Good," Quill said coldly.

"He… he mourns," Mantis continued.

"What does this monster have to mourn?" Drax questioned.

Lylla and Nebula realized what had most likely happened. "Gamora."

Quill turned around. "What?"

"He took her to Vormir," Nebula explained. "He came back with the Soul Stone, but she didn't."

Lylla let go of her staff, the power finally shorting out as she grabbed Quill's leg. "Star-Lord, don't do anything stupid," she warned. "We've almost got this, it's almost over!"

Quill ominously turned to Thanos. "Don't, don't, don't engage!" Stark shouted. "We've almost got this off!"

"Tell me she's lying," Quill said to Thanos. "Asshole, tell me you didn't do it!"

"I had to," Thanos slowly said.

"No you didn't," Quill said, shaking his head in denial.

Before Star-Lord could do anything, Lylla quickly picked up her staff, the power in it having enough to shock Quill to the ground. "Get it off guys, now!" she shouted.

"It's coming, it's coming, we've got it, we've got it!" Spider-Man said, the Gauntlet coming off and flying into the air!

Nebula made a dive to catch it, but it was at that moment that Mantis' powers failed, freeing Thanos from her grip and quickly overpowering the other heroes. The titan kicked away the other heroes, forcing Nebula to the ground with Drax's body. Lylla quickly ran over and grabbed the Gauntlet herself and put her paw into it, only to cry out in pain as the Stones' power overwhelmed her.

Thanos merely walked up to Lylla and kicked her away, the otter gasping as he picked her up by the throat and put the Gauntlet back on. "The Stones' power isn't for someone with a weak a body as yours to wield alone, little pet," Thanos said. He looked at her and gave a sinister smile. "But I won't kill you now. If you survive, you'll be one of the first to populate this new world."

"What?" Lylla gasped, only to be tossed aside, the force of impact making her start to lose unconsciousness. With her final moments, she watched as the others tried to stop Thanos, only for him to easily take the Gauntlet back from Nebula. "No… we were so close…" Lylla groaned, falling unconscious as the remaining Guardians and Avengers continued the fight.


Author's Note

Even with Lylla there, Thanos was always going to break free from the team's grip, regardless of Star-Lord's interference. And seeing as the Infinity Gauntlet can only be wielded by those with a strong body and will, Lylla wasn't going to fair well with it against Thanos either. I wonder what Thanos meant there at the end, though?

Next Time: The aftermath of the Battle of Titan, and how Lylla will react to their loss…