The Statesman is under attack by Thanos' ship.

"No." The Asgardians gasped, even though they knew an attack was potentially coming after they watched the film about Ragnarok and Hela.

"Why would Thanos attack the Asgardian refugees?" Steve asked.

"I don't know what he wants from us but I dread what he has planned." Thor said.

Heimdall is on the ground, wounded. Maw tells them to rejoice because they've had the privilege of being saved by the Great Titan.

"Privilege of being saved? To me it looks like you've been slaughtering our people." Valkyrie said, angrily.

Maw says they may think this is suffering but it's actually salvation. He continues walking amongst the dead Asgardians.

"Salvation!? How the hell can he think this is salvation?" Tony asked.

"He's been conditioned by Thanos into thinking that it is. I should know, he did the same to me and my sister." Gamora said.

Maw says the Universal scales tip towards balance because of their sacrifice and tells them to smile because even in death they've become Children of Thanos.

"He sounds like a... cult leader." Maria said.

Loki stands among the Black Order.

Everyone glanced at Loki suspiciously. At the moment he seemed good, but you never really know with him. It could all be a ruse just to get back into Thanos' good graces.

Thanos says he knows what it's like to lose and feel so desperately that you're right only to fail nonetheless. He picks Thor up by his collar.

Loki and Valkyrie turned to face Thor, worry shining in their eyes. Thor couldn't tear his eyes from the screen, too anxious to look away.

Thanos says it's frightening and it turns the legs to jelly and says the can dread it and run from it but destiny arrives either way. Proxima holds her weapon to Loki's head.

A few people let some of the tension leave their shoulders after seeing that, it seemed like Loki wasn't working with the Black Order after all.

Thanos says that destiny's arrived before backtracking and saying that he's arrived and holds up the Gauntlet up with the Power Stone inside.

The guardians gasped. "I don't even want to think about what he did to Xandar and the Nova Corps tp get his purple hands on that stone." Rocket said.

Thor tells Thanos that he talks too much.

"He does." Nebula agreed.

Thanos gives Loki a choice of the Tesseract or Thor's head and assumes he has a preference.

Loki says he does and tells Thano's to kill away.

"Really? How could you do that to your own brother?" Scott asked.

Valkyrie and Thor turns to Loki, betrayed looks on their faces. "After everything, you would still have me killed?" Thor asked.

Loki said nothing, of course he didn't want Thor dead, but he also couldn't let Thanos get the tesseract. At this moment he doesn't know which would be worse.

Thanos holds the Power Stone tp Thor's head and Thor screams in agony.

Everyone gringed at Thor's scream, silently begging Thanos to stop.

After a moment, Loki yells at Thanos to stop.

Thor says they don't have the Tesseract because it was destroyed on Asgard. Loki holds out his hand and the Tesseract materializes.

"You took it." Thor said, monotonously. "Why?"

Loki sighed. "It's an Infinity Stone, Thor. There was a very high chance that it wouldn't have been destroyed with Asgard and if it was left behind someone far worse than me would've taken it." Loki said.

"In morbid way to shine some light on the situation, at least you got a warning." Gamora said.

Thanos smiles. Thor tells Loki that he's the worst brother.

Loki flinched.

Loki assures Thor that the sun will shine on them again.

"What does that mean?" Clint asked.

Thanos tells Loki that his optimism is misplaced and calls him Asgardian.

Loki says he isn't Asgardian and tells Thanos that they have a Hulk.

"You took my line." Tony said.

"Is that really what you're focusing on right now?" Sam asked.

Hulk attacks Thanos, Loki drops the Tesseract and tackles Thor out of the way. Hulk continues punching Thanos and backs him into the wall and chokes him.

'Come on, Hulk.' Became a running thought in everyone's head.

Maw says to let Hulk have his fun.

"No." Bruce whispered.

Thanos grabs Hulk's arms and punches him in the throat. Hulk tries to attack again, Thanos keeps hitting him then picks him up and throws him on the ground.

"Shit." Everyone swore.

"He just- he defeated Hulk like it was nothing." Natasha said, shocked.

"It didn't even look like he was trying." T'Challa added.

Thor goes to attack Thanos with a sword but the sword breaks. Thanos kicks Thor across the ship. Maw telekinetically uses scrap metal to trap Thor.

"Oh great, he has telekinesis." Quill commented.

Heimdall glances at Thor and calls on the Allfathers to let the dark magic flow through him one more time. Heimdall uses the Bifrost to send Hulk away.

"Where did he send me?" Bruce wondered.

"I don't know but I hope it's Earth." Coulson said.

Thanos grabs a spear and tells Heimdall that that was a mistake then stabs him.

"No!" Thor yelled, devastated. Loki and Valkyrie were too distressed to say anything. That was their friend and Thanos just murdered him without so much as a second thought.

Thor tells Thanos that he'll die for that.

"He will." Thor agreed with his on-screen self.

Maw uses his telekinesis to gag Thor then presents the Tesseract to Thanos and says not one being has had the might nor the nobility to wield not one but 2 Infinity Stones.

"I wielded 2 Infinity Stones for a short time." Loki said slowly.

Thanos takes the Tesseract. Maw tells Thanos that the Universe lies within his grasp. Thanos crushes the Tesseract, revealing the Space Stone then puts it into it's place in the gauntlet.

"No." Loki sighed, helplessly. He only took the Stone in hopes of keeping it away from Thanos and now he has it.

"It's an Infinity Stone." Steve said to Fury. "And you were going to make weapons with it."

Thanos says there are 2 stones on Earth and tells the Black Order to find them and bring them to Titan. The Black Order tells Thanos that they won't fail him.

"The Mind Stone and the Time Stone." Strange said. Wanda placed a protective arm around Vision.

Loki interjects and says they might want a guide if they're going to Earth.

"Oh, you've got to be kidding me." Fury said.

Loki says he has some experience in that arena.

Thanos says if he considers failure experience.

Loki says he considers experience experience.

"Well, he's not wrong about that." Natasha said. "Failure is experience just not the kind of experience one wants."

Loki lists his titles including: Prince of Asgard, Odinson, The Rightful King of Jotunheim, God Of Mischief. A dagger appears on Loki's hand.

Everyone immediately focused their gazes on the knife.

"Do it, do it, do it, do it." Valkyrie said.

Loki pledges his undying fidelity to Thanos before quickly attempting to stab him in the throat. Thanos uses the Space Stone to stop him.

"No, Loki..." Thor whispered worriedly.

"You were so close." Shuri said.

Thanos tells Loki that he should've chosen his words more carefully then twists his arm, making him drop the dagger.

Thanos lifts Loki by the throat. Loki tells Thanos that he'll never be a God. Thanos snaps his neck.

"No." Thor whispered. "No!" He just lost Heimdall, he couldn't lose Loki too. He wasn't even sure what to feel now, disparity, numbness, rage, all of it was swirling inside of him. "He... is going to die for that."

Loki couldn't say he was surprised that Thanos killed him, he knew he had it coming since he failed to retrieve the Tesseract from Earth and lost him the Mind Stone in the process. At least he pissed Thanos off before he died. Thor reached across Valkyrie to grab Loki and pull him closer so he could hug him.

"Damn it, Lackey." Valkyrie cursed tears shining in her eyes. She acted like she hated Loki but she didn't want to see him dead.

Thanos drops Loki's body and says there wouldn't be any resurrections this time.

Everyone knew what that meant but they weren't sure if now was an appropriate time to address it. Thanos revived Loki after he fell from the Bifrost then sent him to Earth.

Thanos uses the Power Stone to blow the ship up and the Space Stone to get himself and the Black Order out. Thor breaks out of his bonds, crawls to Loki's body and hugs him. The Statesman blows up.

"No!" The Avengers shouted.

"Thor?" Tony asked, worried about his friend who might've just died in that explosion.

Thor watched with bitter indifference at his 'death'.

In the New York Sanctum, Strange asks Wong if he has any money.

Wong says attachment to the material is detachment from the spiritual.

Strange says to tell that to the guys at the deli and maybe they'll make him a metaphysical ham on rye.

Everyone laughed.

Wong says he thinks he has 200.

Strange asks if he means dollars.

Wong says he means rupees which is a dollar and a half.

"Yikes." Peter said.

Strange asks Wong what he wants.

Wong says he wouldn't say no to a tuna melt.

Bruce crashes into the Sanctum via the Bifrost and tells them that Thanos is coming.

Strange asks who that is.

"So, you're telling me that you keep a watchlist of beings that may be a potential threat to Earth and you don't know who Thanos is?" Gamora asked.

Tony and Pepper are jogging in the park. Tony says he should spell it out for her.

Pepper says he's rambling.

"To be fair, he probably is." Rhodey said.

Tony asks if she knows how people have dreams and in the dream they have to pee and you're like 'Oh my God, there's no bathrooms what am I going to do? Oh, someone's watching. Oh. I'm going to go in my pants.'

"What on Earth are you talking about?" Pepper asked, laughing.

Pepper says that when you wake up you actually have to pee and says everyone has that.

Tony says that's the point he's trying to make.

"And you used that as a reference? What are you trying to tell her?" Natasha asked.

Tony says that he dreamt that they had a kid and says it was so real and they named him after Pepper's eccentric uncle Morgan.

"Morgan Stark." Clint said. "It's a good name."

Pepper says Tony then woke up and thought that they were expecting and says that they aren't.

Tony says he had a dream about it that was so real.

"Is that something you want in our future? A child?" Pepper asked.

"Well... I haven't thought about it recently but- I'm not really sure." Tony answered.

Pepper says if Tony wanted a kid he wouldn't have done that and touches the plate on his chest.

Tony says he's glad she brought this up and says it's just a housing unit for nano-particles and it's detachable.

"I- I don't think that's helping you." Howard said.

Pepper tells him thats not helping his case and he doesn't need it.

Tony says he knows because he's had the surgery and says he's just trying to protect them in case there's another monster in the closet instead of-.

"Clothes." Everyone finished.

Pepper finishes his sentence by saying 'shirts'

Tony says she knows him so well and finishes all of his sentences.

"Awww." Rhodey said, somewhat sarcastically.

Pepper says he should have shirts in his closet.

"I have shirts in my closet." Tony protested.

Tony says they're going to have a nice dinner promises to have no more surprises ever.

"I don't think that'll work out the way you want." Strange said.

They kiss. Strange comes through a portal and tells Tony that he needs to come with him.

"Wow, you really like to get straight to the point don't you?" Tony asked.

"When the situation calls for it, yes." Strange answered.

Strange congratulates them on their wedding.

"You're getting married?" Clint asked.

"Congratulations." Natasha said to Pepper and Tony.

Tony asks if Strange is giving out tickets.

Strange says they need his help and it's not overselling to stay that the fate of the Universe is at stake.

"Definitely not overselling it." Thor agreed, still trying to process what Thanos just did him and the other Asgardians.

Tony asks who they are.

Bruce walks through the portal and greets Tony and Pepper before hugging Tony.

"That must've been a shock." Sam said.

In the Sanctum, Wong uses magic to show the creation of the Infinity Stones. He says the Big Bang sent 6 elemental crystals hurtling across the Universe and the Infinity Stones each control an essential aspect of existence.

"These are some pretty powerful stones." Ned said.

Strange says they are Space, Reality, Power, Soul, Mind and Time and he opens the eye of Agamotto to show the Time Stone.

Tony asks for Thanos' name.

Bruce tells it to him and says that he's a plague.

"Pretty accurate description actually." Quill said.

Bruce says Thanos invades planets and takes what he wants and wipes out half the population and he's the one who sent Loki and the attack on New York was him the whole time.

"Thanos has been the one pulling the strings this whole time?" Steve asked.

Tony says this is it and asks what their timeline is.

"Wait, that sounded like you knew this was coming." Carol said.

"I mean, you watched the films. He's been saying for a while that there's something bigger up there that we should prepare for." Fury said.

Bruce says there's no telling and Thanos already has the Power and Space Stones and that makes him the strongest creature in the Universe.

"If he's the strongest creature in the Universe like you say he is... how the hell are we supposed to beat him?" Natasha asked.

Bruce says if Thanos gets his hands on all 6 stones-

Strange finishes his sentence by saying Thanos could destroy life on a scale hitherto undreamt of.

"So that's what he wants... to destroy life." Okoye said.

Tony leans on something and asks if Strange seriously said 'hitherto undreamt of'.

Strange asks Tony if he's seriously leaning on the Cauldron of the Cosmos. The Cloak of Levitation slaps Tony's hand.

"Did your cloak seriously just hit me?" Tony asked.

Tony says he's going to allow that and says if Thanos needs all 6 they should just stick the Time Stone in a garbage disposal.

Wong says they swore an oath to protect the Time Stone with their lives.

"And even then, it wouldn't work." Strange said. "The stones aren't destroyed so easily." Everyone nodded in agreement, remembering what happened when Thor tried to destroy the Aether- the Reality Stone- in one of the previous films.

Tony says he swore off dairy but then Ben and Jerry's named a flavor after him.

"Wait really?" Tony asked.

Strange says it's called 'Stark Raving Hazelnuts'.

Tony says it isn't bad.

Strange says it's a but chalky.

Wong says 'A Hunka- Hulka Burning Fudge' is their favorite.

"That's a thing too?" Bruce asked.

Bruce is shocked to hear that that's a thing.

"The fate of the Universe is at stake and the 2 of you are having a conversation about ice cream." Coulson said. "What has the world come to?"

Tony says the point is that things change.

Strange says their oath to protect the Time Stone can't change and it may be the best bet they have against Thanos.

Tony says it may also be the best thing Thanos has against them.

"He has a point." Hank said. "Someone's strongest weapon is often their largest weakness."

Strange says if they don't do their job-.

Tony asks what his job is besides making balloon animals.

Strange says it's protecting their reality and calls Tony a duchebag.

"Oh great, 2 of them in the same room." Clint said. "Just what we needed."

Bruce asks if they can table this discussion and says that they have that stone and know where it is and says Vision is somewhere with the Mind stone and they need to find him.

"What does this all mean for me?" Vision wondered. "If Thanos knows I posses the Mind Stone, he will come for me."

"We will protect you." Wanda said, echoing Visions words to her from another of the previous films.

Tony tells Bruce that Vision turned off his transponder 2 weeks ago and he's offline.

"Damn it." Scott sighed. "That is the absolute worst timing."

Bruce asks Tony if he lost another super-bot.

Tony says he didn't and Vision is more than that and he's evolving.

Strange asks who could find Vision.

Tony says Steve probably could.

"Oh... " Steve and Tony said, simultaneously.

"Well, this'll be interesting." Sam said.

Bruce tells Tony to call him.

Tony says it isn't that easy and says they really have been caught up in a spell.

"You can say that again." Peggy said.

Tony tells Bruce that the Avengers broke up.

Bruce asks it was like a band like the Beatles.

"It's a little- It's a little different from a band breaking up." Rhodey said.

Tony says he and Steve fell out hard and aren't on speaking terms.

Bruce says Thor's gone and Thanos is coming and it doesn't matter who they're speaking to or not.

"He's right." T'Challa said. "What happened between the 2 of you, I think we can all agree that Thanos is a bigger problem than that."

Tony takes out the phone Steve gave him, muttering the words 'flip phone.'

"Hey." Steve said, offended.

Tony hesitates and a noise is heard from outside. He looks at Strange who's hair is blowing and asks him if he just happens to be moving his hair.

Strange says he isn't. They look through the hole in the ceiling and debris flies by.

Everyone tensed. "Oh no." Quill said.

They look through the window and people are running away screaming.

"They're here." Maria said, referring to the Black Order who'd been sent to Earth to retrieve the stones.

Tony walks outside, a woman falls and he helps her up and asks if she's okay. He puts his glasses on and asks FRIDAY what he's looking at.

FRIDAY says she isn't sure.

Tony tells Strange to put the Time Stone in his back pocket.

Strange says they might want to use it.

"Wouldn't it be smarter to keep the stone as far from Thanos' crazy children as possible?" Happy asked.

Tony and Strange walk into the street, where a circular ship hovers.

"Holy shit." Scott swore.

"That's a big ship." Peter said.

"That doesn't look menacing at all." Sam said.

On the bus, Peter's arm hair stands up, he looks out the window and sees the ship.

"Peter..." May warned. "You better stay on that bus."

Peter taps Ned's face and tells him to cause a distraction.

Ned stand up and says they're all gonna die and all the kids look out the window at the space ship.

"Not what I had in mind... but they're distracted so..." Peter said.

Peter puts on his web-shooters, opens the emergency exit window and gets off the bus.

The bus driver(Stan Lee) asks what's the matter with the kids and asks if they've never seen a space ship before.

"So he's a bus driver too?" Shuri asked.

Peter puts on his mask, grabs his back pack and swings off toward the space ship.

"Peter." May gasped, worried for her nephew who was about to go fight aliens.

Tony tells FRIDAY to evacuate everyone south of 43rd street and notify first responders. Strange sends out a burst of magic then winks at Tony.

"Show off." Tony muttered.

"This coming from you of all people?" Natasha asked.

Maw and Cull Obsidian appear in the street. Maw says to hear him and rejoice and says they're about to die at the hands of the Children of Thanos.

"Don't know if that's a call for rejoicing." Bruce muttered.

Maw tells them to be thankful that their meaningless lives are now contributing to-.

Tony cuts him off and tells him that Earth is closed and says to pack it up and leave.

Maw asks Strange if Tony speaks for him and calls him 'chattering animal.'

"Chattering animal?" Tony asked, offended. "Pretty high and mighty coming from you."

Strange says he speaks for himself and tells Maw that he's trespassing in the city and on the planet and then conjures 2 shields, Wong does the same.

Tony says Strange means get lost and calls him Squidward.

"I think Voldemort is a better comparison." Clint said.

Maw says Tony exhausts him.

"Well he exhausts me too." Fury said.

Cull Obsidian walks forward. Tony asks Bruce if he wants a piece.

Bruce says he doesn't and asks when he ever gets what he wants and tries to turn into Hulk.

Tony says it's been a while and it's good to have him back.

"It is." Tony agreed. "I mean It'd be better if it were any other circumstance, but still."

Bruce tells Tony to let him concentrate for a second and tries to turn into Hulk.

"Why- why isn't he coming out?" Scott asked.

Tony asks Bruce where his guy is. Bruce says they seem to be having a thing.

"Again with the bad timing." Clint commented.

Tony says there's no time for a thing and says Cull is the thing.

Bruce tries again. Strange looks at Tony. Tony tells Bruce that he's embarrassing him in front of the wizards.

Bruce apologizes and says either he can't or Hulk won't.

"He might be scared." Vision suggested.

"Or he might not want to... be used by Dr. Banner to solve his problems." Strange said. "No offence."

Tony tells Bruce to stand down and asks Wong to keep an eye on him. Cull charges toward them. Tony taps the unit on his chest and the suit forms around him.

"A nano-tech suit." Tony commented. "Nice."

"That's pretty awesome." Peter said.

Tony uses a shield to block a hit from Cull and punches him in the face. 2 sets of blasters appear at his sides and he uses them to hit Cull away.

"That's pretty cool." Scott said.

Maw uses his telekinesis to send Cull away before he hits him.

Bruce asks Tony where that came from.

Tony says it's nano-tech and asks if Bruce likes it.

"Fight now, fanboy about the suit later." Natasha said.

Maw uses his telekinesis to use dirt to send Tony away and sends 2 trees toward the rest of them. Wong uses magic to stop the trees, Strange sends Bruce through a portal.

"Thank you." Bruce said to Strange.

Half of a car falls next to Bruce.

"That was a close one." Sam said.

Tony comes back and hits a car toward Maw who splits it in half. Tony says they need to get the stone out of there.

Strange says it stays with him. Tony flies toward Maw, dodging falling debris. Cull's hammer extends and sends Tony through a building.

"What the hell?" Tony asked. "How did that hammer do that?"

Bruce runs up to Tony and asks if he's okay.

Tony says he's good and asks Brue if he plans to help out.

Bruce says he's trying but Hulk won't come out.

"Sounds like you and your other half have a lot to work through." Pepper said.

Cull extends his hammer again, Tony shoves Bruce out of the way then shoots repulsors at him. Cull's hammer deflects the beams and parts of trees fall around Bruce.

"Poor Bruce."

Bruce asks Hulk what he's doing to him then starts hitting himself in the face asking Hulk to come out.

Hulk emerges for a moment only to say 'no!'

Bruce asks what he means by 'no.'

"Like I said. A lot to sort through." Pepper said.

Tony continues shooting beams at Cull who throws him to the ground and tries to hit him with his hammer. Peter stops the hammer and greets Tony.

Tony asks where Peter came from.

Peter says he was on a field trip to MOMA as Cull throws him into the fountain.

"I wish you would've stayed on that bus." May said.

Peter gets back up and asks Tony what Cull's problem is.

Tony says Cull is from space and he came to steal a necklace from a wizard.

"I mean... yeah that about sums it up." Clint said.

Cull traps Peter in his hammer and drags him through the grass then flings him away. Tony continues shooting beams at Cull. Peter uses his webs to grab the half car and hits Cull with it.

"This guy's tough."

Maw lifts several bricks and turns them to spikes and send them toward Strange and Wong who send them through portals and send them back at Maw.

"Nice." Sam said.

Maw uses a car as a shield but gets hit by one. Strange uses magic to trap Maw's arms and they both get knocked into a building. Maw traps Strange against the building and says his powers are quaint and he must be popular with children.

Strange rolled his eyes at Maw's insults.

Maw tries to grab the Eye of Agamotto but it burns his hand. Strange says that's a simple spell but it's unbreakable.

"Well... that's useful." Hope said.

Maw says he'll take it off Strange's corpse then grabs Strange and throws him to the ground. Strange tries to use the Time Stone but Maw uses wood to tie his hands and choke him.

"Shit."

Strange says removing a dead man's spell will be troublesome.

Maw says Strange will only wish he was dead. Strange falls unconscious, Maw lifts the piece of pavement he's on. The Cloak of Levitation frees Strange and flies off with him.

Strange smirked.

The cloak flies past Tony and Peter, Maw follows. Tony tells Peter that that's strange and says to get on it.

Peter follows the cloak. Maw sends a billboard at Peter and it hits him in the face.

"Ouch." Peter commented.

The cloak gets caught on a streetlight, Peter shoots a web at Strange and then Strange get's caught in a tractor beam, the cloak follows. Peter get's pulled with him and tells Tony that he's being beamed up.

"Peter." May, Ned and MJ all gasped worriedly.

Cull grabs Tony by the throat and throws him into the grass. Tony is trapped in metal. Cull charges toward Tony, Wong sends Cull through a portal, when Cull tries to go back through the portal, Wong closes it and it cuts his hand off.

"Ew." Pepper said.

Tony breaks the metal and invites Wong to his wedding.

"I'm sure he'd appreciate that." Strange said drily.

Peter is on the outside of the ship, Tony flies toward it and tells FRIDAY to unlock 17-A. Something from the compound flies toward the ship.

"I wonder what that is." Natasha said, already having a suspicion.

Tony tells Peter to let go and says he'll catch him.

Peter tells Tony that he told him to save the wizard then takes his mask off and says he can't breathe.

"Oh no." Everyone said, worried about the kid.

Tony says they're too high up and Peter's running out of oxygen.

Peter says that makes sense then he starts to fall.

"Peter!" May screamed.

Peter get's caught by a new Spider-Man suit and stands on the ship.

"Oh thank god." Ned sighed.

Peter tells Tony that the suit smells like a new car. Tony tells FRIDAY to send Peter home. A parachute emerges from the suit and Peter gets sucked back much to his dismay.

'Good' everyone thought. 'The kid should stay on Earth, he didn't really need to be involved in this any more than he already was.'

Tony uses a laser to cut into the ship and he gets a call from Pepper. Pepper asks Tony if he's alright.

Tony says he's fine but they might need to push their reservation because he probably won't be back for a while.

"I'm sorry." Tony said to Pepper, who only hugged him protectively.

Pepper asks Tony to tells her he isn't on that ship. Tony apologizes and says he doesn't know what to say. Pepper tells Tony to come back. The call ends as the signal gets lost.

"I'm so sorry." Tony said to Pepper again.

"I swear to god you better be careful." Pepper said.

Peter is still hanging to the side of the ship, he climbs in and says he should've stayed on the bus.

"You should have." May said. "I never thought 'Stay on the planet' would be one of the things I'd have to tell you in the morning."

"May, I am so sorry." Peter said.

Bruce picks up the discarded flip phone. He notices Wong in a portal and asks where he's going.

Wong says the Time Stone has been taken and the Sanctum is unguarded then asks Bruce what he'll do.

Bruce says he's going to make a call. The portal closes and Bruce calls Steve.