Saving the galaxy again? Third time's a charm!

With a battle cry from Thor, the heroes of the universe charged forward against the army of Thanos. Both sides clashed together, with Giant-Man bringing down one of the Leviathans in one punch onto the enemy's side. Lylla's new Phoenix powers sent waves of flame at the enemy, while Rocket used the Vanguard symbiote to essentially give himself infinite ammo for his blasters.

"Take this!" Shocket shouted. She switched her weapon's function and fired off a volley of missiles, blowing away some of the enemies.

Rocket stood back-to-back with Bucky Barnes, AKA Winter Soldier, the two using their weapons to tear apart Chitauri warriors. "Good to see you back," Rocket said. "Is the arm up for sale?"

"Again, no," Winter Soldier said. He pulled out a grenade and tossed it into the fray.

Rocket shrugged. "Eh, worth a shot."

Lylla used her staff to whack at some enemies, but then saw Iron Man get knocked down by Cull Obsidian. Just as she rushed over to help, webs came out of nowhere and pulled the monster away. It was Spider-Man!

"Hey, you okay?" Peter asked as he helped Tony to his feet. "You will not believe what's been going on. Do you remember when we were in space and I got all Dusty? And I must have passed out, because I woke up and you were gone. But then Doctor Strange was there, right? And he was like, 'It's been five years, come on, they need us.' And then he started doing the yellow sparkly thing that he does all the time and- "

Tony stopped Peter there and pulled him in for a hug. Lylla smiled as student and mentor were finally reunited.

"Good to see you back, Spider-Man," Lylla said.

Peter looked over at the otter. "Oh, Miss Lylla. You're on fire now."

"That I am," she said. Lylla levitated into the air and went to look for more people to help. "I can't wait for you to meet your sister!"

Peter looked at Tony in confusion. "I had a kid while you were gone, kid," Tony explained.

Over with Shocket, she and Groot had separated, with Shocket going off to follow Star-Lord. When the leader of the Guardians got cornered by goons, she wasted no time in trying to help, but the last one was taken out by another person. Star-Lord and Shocket turned to see Gamora standing there, Quill taking off his mask in surprise.

"Gamora?" he asked, walking up to her slowly. "I thought I lost you."

Quill reached out to touch her face, only for Gamora to grab the hand and then knee Star-Lord in the groin! "Don't touch me," she threatened, kneeing him again so that he fell to the ground.

"You missed the first time," Quill said in pain. "Then you got 'em both the second time."

Shocket looked at the approaching Nebula. "Alternate universe Gamora?" she asked.

"Yes," Nebula replied.

"This is the one?" Gamora asked, gesturing to Quill. "Seriously?"

"Your choices were him or a tree," Nebula replied.

"And the tree is my brother," Shocket added.

Back with Lylla, she flew down next to Hulk, using her psychic fire to throw debris at their foes. "How's the arm, Bruce?" she asked.

Hulk flexed his arm a bit. "In a lot of pain, but it could be worse," he said.

"Cap, what do you want me to do with this damn thing?" Hawkeye asked over the intercom.

"Get those stones as far away as possible!" Cap ordered.

"No!" Bruce and Lylla said at the same time.

"We need to get them back to where they came from," Bruce explained.

"But with the Quantum Tunnel destroyed, that would be impossible," Lylla said.

"Hold on," Ant-Man said. "That wasn't our only time machine."

The sound of a Mexican car horn played, getting the attention of some of the heroes. "Anyone see an ugly brown van around here?" Black Widow asked, climbing on top of some rubble to get a better vantage point.

"Yes," called Valkyrie, one of Thor's allies. "But you're not gonna like where it's parked."

Lylla flew up to see that Scott's van was right in the middle of the enemy army.

"Scott, how long you need to get that thing working?" Tony asked.

"Uh, maybe ten minutes," Scott replied.

"Get it started," Cap ordered. "We'll get the stones to you."

"We're on it Cap," Wasp called.

Lylla landed next to Black Widow. "I could try to clear a path for us, but I probably shouldn't be touching the stones in this state," she said, gesturing to her Phoenix powers. "Might be a bad idea having a cosmic being with six sources of infinite power."

"Right," Natasha nodded. "I get a group together to get the stones over there. Hang in there, Barton."

"Oh, sure, I'm doing fine," Hawkeye replied sarcastically.

As Rocket overheard the plan, he made a beeline for where the Gauntlet was. He took out Thanos' army along way, making it there just in time for Scarlet Witch to get in the middle of the Gauntlet and Thanos.

"You took everything from me," she said angerly, magic glowing in her eyes.

"I don't even know who you are," Thanos replied.

"You will," Scarlet Witch retorted. She used her powers to attack Thanos, throwing rocks at him and trapping him with magic.

"Damn, that girl's got some freaky power," Rocket said. He turned to the Gauntlet to see Spider-Man grab it, only for the kid to get dragged into a group of grunts. "Not on my watch!" he shouted. "Let's show them how We handle things!" Rocket let the symbiote take over, becoming more monstrous as he started ripping an blowing the enemies apart.

"Woah!" Spider-Man said.

Rocket let out a primal yell, then calmed the symbiote down to return to normal. "You're that Spider-Kid that Lylla told be about, right?" he asked.

"It's Spider-Man, sir," Peter replied.

"Well Spider-Man, you should probably get that gauntlet to back to where it came from," Rocket said.

Just then, Thanos' ship started raining down blasts on everyone. Lylla threw her hands up to project out a psychic shield to block it, while Rocket grabbed Spider-Man to dodge some of the incoming blasts. It was then that Thanos' minions started to dogpile the two, making it so that even Rocket's rage mode did little to help them.

"Help, we need help!" Peter called.

"Hey Queens, heads up," Cap called. He threw Thor's hammer towards them, with Peter sending out a web line to grab onto it. Rocket shot out his own tendril to escape from the enemy, though he landed a little bit away next to Groot.

"I am Groot!" Groot shouted.

"Come on, Groot, don't be like that," Rocket said, casually blasting away some more enemies. "We've been through worse. Not on this big a scale, but definitely worse."

Up above, Lylla flew towards the van, using her fire to try and make a path for Spider-Man. It was then that the ship blasts started taking their toll, forcing everyone to take cover as they were fired down upon. Just as it started to get to be too much, the blasts stopped. Everyone looked up to the sky to see the cannons reposition themselves at an object coming hot from space.

"What the hell is this?" Falcon asked over the intercom.

"She always has to make a big hero entrance," Lylla rolled her eyes, knowing who it was.

Like a comet, a being of energy ripped through Thanos' ship, taking it apart in one shot. "Oh come on, Mum, you gotta admit that she's still pretty cool," Shocket said.

Captain Marvel had arrived just in time, taking out the ship and dealing a major blow to Thanos' forces.

"Danvers, we need an assist here," Cap said.

Carol landed in front of Spider-Man, whom clung to the Gauntlet like his life depended on it (which it kind of did at the moment). "Hi I'm, Peter Parker," he greeted.

"Hey, Peter Parker," Carol replied. "You got something for me?"

Peter stood up and handed Carol the Gauntlet. "I don't know how you're going to get through all that," he said, looking at the approaching army.

It was then that Lylla, Black Widow, and the other female Avengers landed next to Carol.

"Don't worry," Lylla assured.

"She's got help," Natasha said, readying her stun batons.

The female Avengers ran forward, using their powers to cut a path for Carol to make it through. Shocket hopped onto the back of Valkyrie's pegasus and started blasting at the enemy from above, while Lylla joined up with Black Widow to leave their enemies both shocked and burned. When Thanos tried to stop Captain Marvel, Shuri, Wasp, Pepper (in her new Rescue Armor), and Lylla combined their beam powers to push the Titan back.

Just as Carol made it to the portal, though, Thanos turned around and hurled his sword into it, causing an explosion that knocked everyone back and forced Carol to drop the Gauntlet. Everyone made a grab for it: Tony tried to side-check Thanos, Bruce jumped in for some punches, Clint fired off some flashbang arrows, Natasha shot her Widows Bites, Thor dual-wielded hammers, and Steve went in for a tackle. But all of them were no match for Thanos.

Carol landed and got in a few good hits, but as also knocked away. Just as Thanos tried to do another Snap, Lylla used her Phoenix powers to prevent Thanos from moving his hands. It was a bit of a struggle, but it gave Carol enough time to get up and help Lylla try and separate the Gauntlet from Thanos. Captain Marvel even managed to take a headbutt directly to the face and remain standing!

In a desperate move, Thanos removed the Power Stone from the Gauntlet, using its power alone to punch Carol off of him and directly into Lylla. The two went flying a good way's away, and Lylla silently thanked the Phoenix that was inhabiting her for making sure she survived the normally-fatal hit.

As Lylla stood up, she watched as Tony made one final grab for the Gauntlet but got knocked down once more. "I am… Inevitable," Thanos said, raising his hand and snapping.

Lylla winced, but when there was no sound but dull metal, she looked over to see what had happened. Tony, barely standing, shuttered as the Infinity Stones formed on his hand. During the struggle he had used the nanomachines in his suit to interface with the Gauntlet, essentially stealing them from under Thanos' nose.

Tony only had one reply to Thanos. "And I… Am… Iron Man." Then he snapped his fingers.

[***]

Lylla watched as Thanos' army faded into dust around them. The Chitauri, their ships, the Black Order, everyone went away, Thanos faded away last, getting to see the remnants of his conquest fall to pieces before he did so himself. Lylla then gasped as she saw Tony fall over, going to see what was wrong. Rhodey, Pepper, and Peter soon joined her around their fallen Avenger.

"Mr. Stark?" Peter asked. "Mr. Stark? Can you hear me? It's Peter. We won, Mr. Stark. We won, you did it, sir, you did it." He started breaking down as Tony failed to respond.

"Hey," Pepper said softly. "Friday?"

"Life functions critical," the AI replied.

He won't live much longer, the Phoenix Force said to Lylla. I feel his flame flickering away back into the universe.

"Tony? Look at me," Pepper said. "We're gonna be okay. You can rest now."

Lylla watched the scene happen, and in a trance-like state walked over and placed her paw on Tony's hand, the one holding the infinity stone. "Please," she whispered.

The Phoenix inside her reached out and touched Tony. He is already gone. If I use this power, my fraction of power will fade from your body as well and return to its source. Are sure about this?

Lylla breathed and nodded. "Just this one, let everyone live."

The Phoenix understood, then faded from Lylla as it took a physical form. The firebird took hold of the Infinity Stones from Tony's body, held them up, then dispersed its power through them, the stones burning with fire before they dropped to the ground. The flames went into Tony's body, and with Lylla's sensitive hearing, she heard a faint heartbeat start up again.

Author's Note

The battle has been won! And this time, everyone, and mean everyone, goes home.

It might seem like a cop-out to have both Natasha and Tony live in this timeline, but there is a price to be paid for what Lylla has done. Stay tuned for next time to find out what that cost is.

Next Time: the Guardians of the Galaxy finally reunite, and the finale of this story!