[Cut to the past, at GAMORA'S home planet during THANOS' massacre. YOUNG GAMORA is separated from her mother.]

Gamora's Mother: (To Young Gamora) Shhh. We'll be safe. We'll be safe.

(Gamora screeches and a Child of Thanos finds them and separates them)

Ebony Maw: Zehobereans...

Young Gamora: (As she is dragged away) Mother!

Ebony Maw: Choose a side, or die.

Young Gamora: Mother! (She pulls away from the one who is dragging her and punches him as he leaves)

Ebony Maw: One side, for reservation. The other, an honor...

(YOUNG GAMORA approaches THANOS, desperate to find her mother.)

Thanos: What's wrong, little one?

Young Gamora: My mother. Where is my mother?

Thanos: (Kneels down to Gamora) What's your name?

Young Gamora: Gamora.

Thanos: You're quite the fighter, Gamora. Come. Let me help you. (THANOS takes her hand and leads her to a pavilion, where he produces a small red-jeweled dagger) Look. Pretty, isn't it? Perfectly balanced. As all things should be. Too much to one side, or the other... Here. You try.

Ebony Maw: Now go in peace, and meet your Maker.

(One half of the crowd is shot down. They scream, and YOUNG GAMORA turns, but THANOS prevents her from seeing the massacre.)

Thanos: Concentrate. There! You've got it.

[Cut to the present, aboard the GUARDIANS' ship.]

Peter Quill: Gamora. Do you know if these grenades are the "blow off your junk" kind or the gas kind? 'Cause I was thinking I might hang a couple on my belt right here. But I don't want to-

Gamora: I need to ask a favor.

Peter Quill: Yeah, sure.

Gamora: One way or another, the path that we're on leads to Thanos.

Peter Quill: Which is what the grenades are for. (GAMORA silences him with a look.) I'm sorry. What's the favor?

Gamora: If things go wrong... If Thanos gets me... I want you to promise me... you'll kill me.

Peter Quill: (A beat. Confusion.): What?

Gamora: I know something he doesn't. If he finds out... The entire Universe could be at risk.

Peter Quill: What do you know?

Gamora: If I tell you, you'd know, too.

Peter Quill: If it's so important, shouldn't I?

Gamora: Only if you wanna die.

Peter Quill: Why does somebody always have to die in this scenario?

Gamora: Just... trust me. And possibly, kill me.

Peter Quill: I mean, I'd like to. I really would...(GAMORA silences him by covering his mouth with her hand)

Gamora: Swear to me. Swear to me on your mother.

Peter Quill: (beat) Okay.

(The two kiss, until an odd crunching sound startles them. DRAX is standing in the corner.)

Peter Quill: Dude! How long have you been standing there?

Drax: An hour.

Peter Quill: An hour? Are you serious?

Drax: I've mastered the ability, of standing so incredibly still... That I've become invisible to the eye. Watch.

(DRAX stands motionless- until he eats more of his snack.)

Peter Quill: You're eating a zark nut

Drax: But my movement... So slow... And it's imperceptible.

Peter Quill: No.(Peter and Gamora shake their head)

Drax: I'm sure I'm invisible.

Mantis: Hi, Drax.

Drax: Damn it.

(The group lands in KNOWHERE, in search of THANOS)

DRAX: I'm reading movement. From the third quadrant.

PETER QUILL: Yep. I'm picking that up, too.

QUILL: Let's put it down right here.

(The group enters the COLLECTOR's collection room, which is in ruin. THANOS is threatening the COLLECTOR while the GUARDIANS hide behind the rubble.)

THANOS: Everyone in the Galaxy knows you'd sell your own brother if you thought it would add the slightest trinket to your pathetic collection. I know you have the Reality Stone. Giving it to me will spare you a great deal of suffering.

COLLECTOR: I told you. I sold it. Why would I lie?

THANOS: I imagine it's like breathing for you.

COLLECTOR: Like suicide.

THANOS: So you do understand. Not even you would surrender something so precious.

COLLECTOR: I didn't know what it was.

THANOS: Then you're more of a fool than I took you for. Last chance, Tivan. Where's the Stone?

DRAX: Today...

Peter Quill: Drax. Drax.

Drax: ...he pays for the deaths of my wife and daughter.

QUILL: Drax, wait! not yet, not yet, not yet. He doesn't have the Stone yet. We get it, and then we can stop him. We have to get the Stone first. Yeah.

DRAX: No. No. For Ovette. For Camaria.

MANTIS: Sleep. (DRAX is knocked out, causing a ruckus.)

QUILL: Okay. Gamora, Mantis, you go right. I'm... (GAMORA moves towards THANOS.) The other right!

(GAMORA attacks THANOS, stabbing him twice, seemingly killing him.)

THANOS: Why? Why you? Daughter... (he falls down, holding his hand out to her, blood pooling out from his neck wound. GAMORA breaks down in tears.)

QUILL: That was quick.

COLLECTOR: Magnificent! Magnificent! Magnificent!

(Suddenly, THANOS' disembodied voice fills the room, and the scene disappears- everything is leveled, and THANOS is more than alive. He has the REALITY STONE in the INFINITY GAUNTLET.)

THANOS: Is it sadness I sense in you, daughter? In my heart, I knew you still cared. But one ever knows for sure. Reality is often disappointing. That is, it was. Now... Reality can be whatever I want.

GAMORA: You knew I'd come.

THANOS: I counted on it. There's something we need to discuss, little one.

DRAX: Thanos!

(With a flick of his hand, both DRAX and MANTIS are 'destroyed' in rather comical ways. THANOS grabs GAMORA.)

QUILL: Let her go, Grimace!

GAMORA: Peter...

QUILL: I told you to go right.

GAMORA: Now? Really?

QUILL: You let her go!

THANOS: Ah, the boyfriend.

QUILL: I like to think of myself more as a Titan-killing long term booty call. Let her go.

GAMORA: Peter...

QUILL: Or I'm gonna blow that nut-sack of a chin right off your face!

GAMORA: Not him.

(PETER hesitates. He does not shoot.)

GAMORA: You promised! You promised.

THANOS: Oh, daughter. You expect too much from him. (To PETER) She's asked, hasn't she? Do it. (he shoves GAMORA towards PETER's gun, egging him on.) Do it!

QUILL: I told you to go right.

(PETER begins to tear up.)

GAMORA: I love you, more than anything.

QUILL: I love you, too.

(PETER pulls the trigger- but a stream of bubbles comes out. THANOS was playing him.)

THANOS: I like you.

(THANOS teleports he and GAMORA away as a stunned PETER watches as his friends recover from their 'deaths'.)

(Back on EARTH, COL. RHODES and LILY LOUD deal with the red tape.)

ROSS: Still no word from Vision?

LILY: Satellites lost him somewhere over Edinburgh.

ROSS: On a stolen quinjet with four of the world's most wanted criminals.

RHODES: You know they're only criminals because you've chosen to call them that, right, sir?

ROSS: My God, Rhodes, your talent for horseshit rivals my own.

LILY: If it weren't for those Accords, Vision would've been right here.

ROSS: I remember your signatures on those papers.

RHODES: That's right. And I'm pretty sure I've paid for that.

LILY: Yeah

ROSS: You have second thoughts?

RHODES/LILY: Not anymore.

ROGERS: Mr. Secretary.

ROSS: You got some nerve. I'll give you that.

NATASHA: You could use some of that right now.

ROSS: The world's on fire. And you think, all is forgiven?

ROGERS: we're not looking for forgiveness.

LINCOLN: And we're way past asking for permission. Earth just lost her best defender. So we're here to fight. And if you wanna stand in our way... We'll fight you, too.

ROSS (To RHODES): Arrest them.

RHODES: All over it. (Turns off hologram) That's a court-martial. It's great to see you guys.

LILY: [she runs up and hugs Lincoln] I'm so happy to see you…we all missed you.

LINCOLN: I missed you, sis. [hugs her back]

ROGERS: You too, Rhodey.

LINCOLN: Same man

RHODES: Well. You guys, really look like crap. Must've been a rough couple of years.

SAM: Yeah, well, the hotels weren't exactly five stars.

BRUCE: Uh, I think you look great. Yeah. I'm back.

NATASHA: Hi, Bruce.

BRUCE: Nat.

LINCOLN: This is awkward.

(Cuts to a shot of Natasha, Bruce, Steve, Rhodey, Wanda, and Vision in another room.)

BRUCE: So we gotta assume they're coming back, right? And they can clearly find us. We need all hands on deck. Where's Clint?

NATASHA: After the whole Accords situation, he and Scott took a deal. It was too tough on their families.

BRUCE: Who's Scott?

ROGERS: Ant-Man.

BRUCE: There's an Ant-Man and a Spider-Man? Okay, look... Thanos has the biggest army in the Universe. And he is not gonna stop until he... He gets...Vision's stone.

Natasha: Well then, we have to protect it.

VISION: No, we have to destroy it. I've been giving a good deal of thought to this entity in my head, about its nature. But also, its composition. I think if it were exposed to a sufficiently powerful energy source, something very similar to its own signature, perhaps... Its molecular integrity could fail. (VISION addresses WANDA as he nears her)

WANDA: And you, with it. We're not having this conversation.

VISION: Eliminating the stone is the only way to be certain that Thanos can't get it.

WANDA: That's too high a price.

VISION: Only you have the power to pay for it. Thanos threatens half the Universe. One life cannot stand in the way of defeating him.

ROGERS: But it should. We don't trade lives, Vision.

VISION: (While walking toward Steve) Captain, 70 years ago, you laid down your life to save millions of people. Tell me, why is this any different?

(Steve takes a breath, but before he has a chance to answer Bruce begins to speak)

BRUCE: Because you might have a choice. Your mind is made up of a complex construct of overlays. Jarvis, Ultron, Tony, me,Lincoln, the Stone. All of them mixed together. All of them are learning from one another.

WANDA: You're saying Vision isn't just the stone?

BRUCE: I'm saying that...

LINCOLN: If we take out the stone, there's still a whole lot of Vision left. Perhaps the best parts. right?

NATASHA: Can we do that?

BRUCE: Not us.

LINCOLN: Not here.

RHODEY: You better find someone, and somewhere fast. Ross isn't exactly just gonna let you guys have your old rooms back.

LINCOLN: (pause) I know somewhere.

STEVE: You mean?

(Cuts to Wakanda, as T'Challa and Okoye walk together, accompanied by two Wakandan soldiers)

Okoye: You'll have the King's Guard, and the Dora Milaje have been alerted.

T'Challa: And the border tribe?

Okoye: Those that are left.

T'Challa: Send word to Jabari as well. M'Baku likes a good fight.

Okoye: And what of this one?

T'Challa: This one may be tired of war. but the White Wolf has rested long enough.

(The Wakandan soldiers present the White Wolf with a new adamantium arm)

BUCKY: Where's the fight?

T'CHALLA: On its way.

[Cut to Ebony Maw interrogating Doctor Strange]

Ebony Maw: In all the time I've served Thanos, I've never failed him. If I were to reach our rendezvous on Titan with the Time Stone still attached to your vaguely irritating person, there would be...judgment. Give me... the stone.

(Cut to Tony who is watching, hidden, from above. Strange's cloak taps Stark on the arm. He raises his hand to it, ready to shoot, but he sees what it is and stands down.)

TONY: Wow you're a seriously loyal piece of outerwear, aren't you?

Peter Parker: Yeah, uh, speaking of loyalty...

Tony: What the-

Peter Parker and Lucy drop down from where they were hiding: we know what you're gonna say.

Tony: You should not be here.

Peter Parker: I was gonna go home-

Tony: I don't wanna hear it.

Lucy: it was such a long way down and we just thought about you too on the way-

Tony: And now I gotta hear it.

Peter Parker: ...And we kinda stuck to the side of the ship. And this suit is ridiculously intuitive, by the way. So if anything, it's kinda your fault that we're here.

Tony: (seriously) What did you just say?

Peter Parker: I take that back.

Lucy: And now I'm here in space.

Tony: Yeah. Right where I don't want you too da be. This isn't Coney Island. This isn't a field trip. It's a one-way ticket. You hear me? Don't pretend like either of you thought this through. You could not have possibly thought this through.

Peter Parker: No. we did think this through.

Tony: You could not have possibly thought this through.

Peter Parker: It's just- You can't be a friendly neighborhood Spider – Man when there's no neighborhood. (Pause) Okay. That didn't really make any sense, but you know what I'm trying to say.

Tony: Come on. We got a situation. See him down there? He's in trouble. What's your plan? Go.

Peter Parker: Um. Okay. Okay...uh...did you ever see that really old movie, Aliens?

Lucy: How old are you?

(Cut back to Ebony Maw interrogating Strange.)

EBONY MAW: Painful aren't they? They were originally designed for microsurgery. And any one of them...

(he turns to see Stark in his Iron Man suit standing there.)

EBONY MAW: ...could end your friend's life in an instant.

Tony: I gotta tell you, he's not really my friend. Saving his life is more a professional courtesy.

Lucy: let my master go or else

EBONY MAW: You've saved nothing. You got nothing. Your powers are inconsequential compared to mine.

Tony: Yeah, but the kid's seen more movies.

(Tony fires a rocket from his shoulder which pierces the side of the ship and begins to suck everything out. Strange begins to be sucked out, but his cape wraps around his arm. Unfortunately, his arm slips from it and he keeps going. Spider-Man shoots a web strand at Strange with one hand and holds onto a piece of the ship with the other. It breaks, sending them both towards space when his Iron-Spider suit's metal arms brace him to keep him from being sucked out as Lucy uses the wips to help as well as she can.)

Peter Parker: Yes thanks Luc! Wait what are those!

(they then pull everyone back inside just as Tony sprays nanites onto the hole to plug it up. Peter and Strange safely hit the floor. Ebony Maw is seen floating in space, quite dead.Peter stands and tries to shake Strange's cape's "hand".)

Peter Parker: Hey, we haven't officially met. (it ignores him and goes to Strange.) Cool.

Strange: We've gotta turn this ship around.

Tony: Yeah. Now he wants to run. Great plan.

Strange: No, I want to protect the stone.

Tony: And I want you to thank me. Go ahead. I'm listening.

Strange: For what? Nearly blasting me into space?

Tony: Who just saved your magical ass? Me.

Lucy: us you mean?

Strange: I seriously don't know how you fit your head into that helmet.

Tony: Admit it. You should have ducked out when I told you to. I tried to bench you. You refused.

Strange: Unlike everyone else in your life, I don't work for you.

Tony: And due to that fact, we're now in a flying doughnut billions of miles away from Earth with no backup.

Peter Parker: we're backup.

Tony: No. You're a stowaway. The adults are talking.

Strange: I'm sorry, I'm confused as to the relationship here. What is he, your ward and why did you bring my student with you?

Peter Parker: No. I'm Peter, by the way.

Strange: Doctor Strange.

Peter Parker: Oh we're using our made-up names. Um...I'm Spider-Man, then.

Tony: This ship is self-correcting its course. Things on autopilot.

Strange: Can we control it? Fly us home? (Tony doesn't make eye contact.) Stark?

Tony: Yeah.

Strange: Can you get us home?

Tony: Yeah I heard you. I'm thinking...I'm not so sure we should.

Lucy: Under no circumstance can we bring the Time Stone to Thanos. I don't think you quite understand what's at stake here.

Tony: No. It's you who doesn't understand. Thanos has been inside my head for six years...Since he sent an army to New York and now he's back! And I don't know what to do. So I'm not so sure if it's a better plan to fight him on our turf or his but you saw what they did, what he can do. At least on his turf, he's not expecting it. So I say we take the fight to him. Doctor. Do you concur?

Strange: (a pause) Alright , Stark. We go to him. But you have to understand...if it comes to saving you or the kid or the Time Stone... I will not hesitate to let either of you die. I can't, because the fate of the universe depends on it.

Lucy: same…it's a matter of common knowledge

Tony: Good. Nice. Moral compass.We're straight. (Turning to Peter, he puts his outstretched arm briefly on either shoulder) Alright, kid. You're an Avenger now. [then does the same to Lucy] same with you kid.

(Peter and Lucy look at Tony in disbelief, and then smile and nod in satisfaction.)

[Cut to Gamora And Thanos aboard Thanos's ship.He brings a little cup of food and holds it out to her.]

Thanos: I thought you might be hungry.

(Gamora takes it, the hurls it across the room where it bangs against Thanos's chair with a loud clack.)

Gamora: I always hated that chair.

Thanos: So I've been told. Even so. I'd hoped you'd sit on it one day.

Gamora: I hated this room. This ship. I hated my life.

Thanos: You told me that too. Every day. For almost twenty years.

Gamora: I was a child when you took me.

Thanos: I saved you.

Gamora: No. No. We were happy on my home planet.

Thanos: Going to bed hungry. scrounging for scraps. Your planet was on the brink of collapse. I'm the one who stopped that. Do you know what's happened since then? The children born have known nothing but full bellies and clear skies. It's a paradise.

Gamora: Because you murdered half the planet.

Thanos: A small price to pay for salvation.

Gamora: You're insane.

Thanos: Little one, it's a simple calculus. This universe is finite, its resources finite. If life is left unchecked, life will cease to exist. It needs correction.

Gamora: You don't know that!

Thanos: I'm the only one who knows that. At least, I'm the only one with the will to act on it. For a time...you had that same will...as you fought by my side. Daughter.

Gamora: I'm not your daughter. Everything I hate about myself you taught me.

Thanos: And in doing so, made you the fiercest woman in the galaxy. That's why I trusted you to find the Soul Stone.

Gamora: I'm sorry I disappointed you.

Thanos: I am disappointed. But not because you didn't find it. But because you did. And you lied.

[Cut to shot of a large metal door opening. Thanos and Gamora stand there as a set of inner doors made of interlacing metal slide away. Inside, we see that NEBULA is suspended horizontally in the air in the middle of the room.]

Gamora: Nebula.

( the scene shifts to the right side and we see that Nebula has been partially disassembled so that she is still living, yet still slightly connected to each of her parts.)

Gamora: Don't do this.

Thanos: Some time ago, your sister snuck aboard this ship to kill me.

Gamora: Please don't do this.

Thanos: And very nearly succeeded. So I brought her here. To talk.

(Thanos curls in both the power and space stones, causing Nebula's already extended pieces to stretch further outward. She begins to scream.)

Gamora: Stop. Stop it. I swear to you on my life. I never found the Soul Stone.

(Thanos signals a nearby servant who taps on a control pad. We hear Nebula's voice say, "Accessing memory files" and a sort of hologram of Gamora's face shudders to life.)

Memory Nebula: You know what he's about to do. He's finally ready, and he's going for the stones. All of them.

Memory Gamora: He can never get them all.

Memory Nebula: He will!

Memory Gamora: He can't, Nebula. Because I found the map to the Soul stone and I burnt it to ash. I burnt it.

(The memory ends)

Thanos: (To Gamora) You're strong. Me. You're generous. Me. But I never taught you to lie. That's why you're so bad at it. Where is the Soul Stone?

( He resumes torturing Nebula for several seconds, Gamora wincing at her screams.)

Gamora: Vormir!

(Thanos stops, and Nebula gasps in air. Gamora goes to her and caresses her face.)

Gamora: The Soul Stone is on Vomir.

Thanos: Show me.

[Cut to the pod where Thor, Rocket and Groot are.]

Groot: (Irritably) I am Groot.

Rocket: Tinkle in the cup. We're not looking. What's there to see? What's a twig? Everybody's seen a twig.

Groot: (Still irritably) I am Groot.

Thor: (While looking out the window) Tree, pour what's in the cup out in space, and go in the cup again.

Rocket: You speak Groot?

Thor: Yes, they taught it on Asgard. It was an elective.

Groot: (shortly) I am Groot.

Thor: You'll know when we're there. Nidavellir's forge harnesses the power of a blazing neutron star. (nostalgically) It's the birth place of my hammer. It's truly awesome.

(Rocket turns to see Thor sitting sadly beside the window, and sighs)

Rocket: Okay, time to be the captain. (walks to a console near by Thor) So, dead brother, huh? Yeah, that can be annoying.

Thor: Well, he's been dead before, but this time I think it really might be true.

Rocket: And you said your sister and your dad?

Thor: Both dead.

Rocket: Still got a mom, though?

Thor: Killed by a dark elf.

Rocket: A best friend?

Thor: Stabbed through the heart.

Rocket: Are you sure you're up to this particular murder mission?

Thor: (Smiling widely) Absolutely. Rage, vengeance, anger, loss, regret...They're all tremendous motivators. They really clear the mind. So I'm good to go.

Rocket: Yeah, but this Thanos we're talking about...He's the toughest there is.

Thor: Well, he's never fought me.

Rocket: Yeah, he has.

Thor: He's never fought me twice. And I'm getting a new hammer, don't forget.

Rocket: Better be some hammer.

Thor: You know, I'm 1,500 years old. I've killed twice as many enemies as that, and every one would have rather killed me, but none succeeded. I'm only alive because fate wants me alive. Thanos is the latest in a long line of *morons* and he will be the latest to feel my vengeance.

Rocket: And what if you're wrong?

Thor: If I'm wrong then what more could I lose?

(Thor stands and seats himself at the front of the pod, beside Groot)

Rocket: I could lose a lot. Me personally. I could lose a lot. (Rocket takes an eyeball from somewhere on his person) Okay. If fate does want you to kill that crapsack... You're gonna need more than one stupid eyeball. (He gives Thor the eyeball)

Thor: What's this?

Rocket: What's it look like? Some jerk lost a bet with me on Contraxia.

Thor: He gave you his eye?

Rocket: He gave me 100 credits. I snuck in later that night and stole his eye.

Thor: Thank you, sweet rabbit.

(Thor proceeds to put the eyeball in his socket)

Rocket: Hmm. Huh? Oh. I would've washed that. The only way I could sneak it off Contraxia was up my...Hey, we're here!

Thor: (Smacking his palm against the side of his head) I don't think this thing works. Everything seems dark.

Rocket: It ain't the eye.

(Nidavellir is dark and motionless as the three near it)

Thor: Something's wrong. The star's gone out. And the rings are frozen.

(Cuts to inside the forge, where Thor, Rocket and Groot walk through a seemingly abandon, and cluttered room)

Rocket: I hope these dwarves are better at forging than they are cleaning...Maybe they realized they live in a junk pile in the middle of space...

Thor: This forge hasn't gone dark in centuries...

Rocket: (Looking to a pedestal) You said Thanos had a gauntlet, right?

Thor: Yes. Why?

Rocket: Look anything like that?

Groot: I am Groot.

Rocket: Go back to the pod.

(Suddenly a large figure storms towards them fiercely)

Thor: Eitri, wait! Stop! Stop.

Eitri: Thor?

Thor: What happened here?

Eitri: You were supposed to protect us. Asgard was supposed to protect us!

Thor: Asgard is destroyed. Eitri, the glove. What did you do?

Eitri: (He pauses before beginning his solemn story) 300 dwarves lived on this ring. I thought if I did what he asked, they'd be safe. I made what he wanted. A device capable of harnessing the power of the stones. Then he killed everyone anyway. All except me. "Your life is yours." he said "But your hands are mine alone."

Thor: Eitri, this isn't about your hands. Every weapon you've designed, every axe, hammer sword...It's all inside your head. Now I know all hope feels lost. Trust me, I know. But together, you and I, we can kill Thanos.