The Q-ship hurtles toward Titan. Peter asks what's happening.

Strange says he thinks they're arriving.

"Yeah no shit." Quill said.

Tony tells Peter go get his hand in the other steering gimbal and says they need to move at the same time because the ship was meant for one big guy. The ship crashes into something, Strange uses magic to protect them. 'Titan' appears on the screen.

"So this is Thanos' home planet?" Tony asked.

"It is." Nebula confirmed.

"What happened to it?" Peter asked.

Strange helps Tony up and asks if he's alright.

Tony says that was close and says he owes Strange one.

"I'll hold you to that." Strange said.

"I wouldn't expect anything less." Tony said.

Peter lowers himself down on a web and apologizes for potentially eating one of them if aliens end up implanting eggs in his chest.

"What?" May asked.

Tony says he doesn't want to hear another single pop culture reference from Peter for the rest of the trip.

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

Peter says he's trying to say that something is coming.

"Then why not just say 'something is coming.'?" Tony asked.

A bomb rolls in front of them and explodes. Quill, Drax and Mantis walk in. Drax throws a knife at Strange, who blocks it with a magic shield. The Cloak of Levitation wraps around Drax's head.

"Damn. Very protective cloak." Rocket said.

Quill flies up and shoots at Tony, who fires rockets at him in return. Quill attaches a disk to Tony's suit which pulls him toward the wall.

"What the hell was that?" Toy asked.

Mantis stands over Peter who backs away and asks her not to put her eggs in him then shoots 2 webs at her.

"Why would I do that?" Mantis asked.

Quill kicks Peter down and starts shooting at him, Peter jumps away. Quill throws an electric rope at him. Drax tells the cloak to die and calls it blanket of death.

"Blanket of Death?" Gamora asked, amused.

Tony frees himself and puts his foot on Drax's chest with his arm aimed at his face. Quill grabs Peter and holds his gun to him.

May glared at Quill.

Quill tells everyone to stay where they are and chill the F- out.

"You attacked us and you're telling us to chill out?" Tony asked.

"Well to be fair, you're on one of Thanos' ships on Thanos' home planet so..." Rocket said.

Quill points his gun at Tony and says he'll say this one time and asks where Gamora is.

Tony says he'll do Quill one better and asks who Gamora is.

Drax says he'll do Tony one better and asks why is Gamora.

"I'll do you one better. What is Gamora?" Peter added.

"I'll do you one better. When is Gamora?" Ned continued.

"But no one asks 'How is Gamora?'." Shuri finished.

Quill says to tell him where she is or he'll French- fry Peter and calls him a little freak.

Peter looked offended at being called that.

Tony says he'll blast Drax if Quill shoots Peter then he makes his gun bigger.

Drax tells Quill to do it and says he can take it.

"No, no you can't." Quill told Drax.

Mantis says he can't take it.

Strange says Mantis is right.

Quill says it's fine if they don't want to tell him and says he'll kill them starting with Peter then beat it out of Thanos himself.

Everyone sighed, frustrated. This was all just a huge misunderstanding that was starting to go too far.

Strange asks what master Quill serves.

Quill repeats the question and asks if he's supposed to say 'Jesus'.

Tony realizes that Quill is from Earth. Quill says he isn't from Earth he's from Missouri.

"Which is on Earth and you knew it was on Earth." Rhodey said slowly.

Tony says that's on Earth and asks what he's hassling them for.

Peter realizes Quill isn't with Thanos.

"Why would I be with Thanos?" Quill asked.

"Chill out, we know you're not with Thanos." Sam said.

Quill says he's there to kill Thanos and asks who they are.

"The Avengers, dude." Rhodey said.

Peter says they're the Avengers. Mantis recognizes them as the people Thor told them about.

Tony asks if they know Thor.

Quill notes him as the tall, not good-looking guy who needed saving.

"What do you mean 'Not good-looking.'?" Ned asked.

Strange asks where he is now.

"Getting a new hammer." Thor answered.

Thor, Rocket and Groot walk with Eitri. Some machines bring down a metal box. Rocket asks if the plan is to hit Thanos with a brick.

Eitri says it's a mold and tells Thor that it's a kings weapon meant to be the greatest in Asgard and can summon the Bifrost in theory.

"This new weapon can summon the Bifrost? That seems pretty useful." Valkyrie commented.

Thor asks if it has a name. Eitri calls it Stormbreaker.

Thor chuckled, the irony of that name was not lost on him.

Rocket says that's a bit much.

"Really? I think it's perfect for Thor." Clint said.

Thor asks how they make it.

Eitri says he'll have to re-start the forge and awaken the heart of a dying star.

"So how the hell do we do that?" Rocket asked.

Thor tells Rocket to fire up the pod.

"Oh, I guess that's how." Rocket said.

On Titan, Quill asks what happened to the planet and says it's 8 degrees off it's axis and it's gravitational pull is all over the place.

"That's... odd." Pepper said.

Mantis bounces around, enjoying the low gravity.

"That looks fun." Scott said.

Tony says they have the advantage and Thanos is coming to them. He tells everyone that he has the beginnings of a plan.

"I hope it's more than 12% of a plan." Rocket muttered.

Tony says they'll draw Thanos in, pin him down and get what they need.

"That's easier said than done." Nebula said.

Tony says they definitely don't want to dance with him and they only want the gauntlet. Drax yawns.

"Are you seriously yawning right now?" Tony asked.

Tony asks if he's yawning while he's breaking it down and asks if Drax heard what he said.

Drax says he stopped listening after Tony said 'we need a plan.'"

"Oh you have got tp be kidding me." Tony sighed. "This is hopeless."

Tony notes that Drax is on his own page and calls him Mr. Clean.

Quill says not winging it isn't really what they do.

"Yeah well you can't really 'wing-it.' in this situation." Sam said.

Peter asks what exactly it is that they do. Mantis says they kick names and take ass.

Everyone in the room started at the screen blankly. "Gods help us." Fury sighed.

Tony asks Quill to get his people to circle up and calls him Mr. Lord.

Quill says Star-Lord is fine.

"Yeah I'm not calling you that." Tony said.

Tony says they need to coalesce because if all they come at Thanos with is a plucky attitude then-

Quill cuts him off and says not to call them 'plucky' because they don't know what it means.

"'Plucky'. Adjective: having or showing determination in the face of difficulties." Loraine said.

Quill says they're optimistic and he likes Tony's plan but it sucks and says to let him do the plan and that way it might be really good.

"Or you can plan together like the grown men that you are and stop arguing." Coulson suggested.

Drax asks Quill to tell him about the dance-off to save the universe.

Peter asks if it was like in 'Footloose'.

Quill says it was exactly like 'Footloose' and asks if it's still the greatest movie in history.

Peter says it never was.

"Is this really what you should be discussing right now." Gamora asked.

Tony tells Peter not to encourage this and says they aren't getting any help from Quill and calls him Flash Gordon.

Quill says that's a compliment and tells Tony not to forget that he's only half human so the 50% of him that's stupid is 100% him.

"I- I don't even know what to say to that." Tony said, astonished.

Tony says Quill's math is blowing his mind.

Mantis looks at Strange, who's using the Time Stone to see outcomes of the battle, and asks if he normally does that.

"Are you okay?" Peter asked Strange.

"What are you doing?" Tony asked.

"You'll find out." Strange said, a darkish undertone in his voice as he remembered what he saw.

Strange suddenly stops and drops down. Tony asks if he's alright.

Peter asks what that was.

Strange says he went forward in time to view alternate futures and see all possible outcomes of the coming conflict.

Everyone leaned forward in anticipation, wondering if Strange would go into more detail.

Quill asks how many he saw.

Strange says he saw 14, 000, 605.

"Damn, that's a lot." Sam said. "We have to win in a decent amount of those, right?"

Tony asks how many they won.

Strange says they won one.

"Only... one?" Steve asked, anxiously.

"Shit." Sam swore.

Everyone else was completely silent, this situation was getting more and more intense as it went on.

Thanos uses the Space Stone to teleport himself and Gamora to Vormir. 'Vormir' appears on the screen.

Gamora sighed shakily.

They look up at a mountain. Thanos says the stone better be up there for Nebula's sake.

"That bastard." Scott said, angrily.

They reach the top of the mountain. Red Skull notes them as Thanos son of Alars and Gamora daughter of Thanos.

"I know that voice." Steve said.

Thanos asks how he knows them. Red Skull says it's his curse to know all who journey there.

"Anyone who steps on the planet, he automatically knows them?" Clint asked.

Thanos asks where the Soul Stone is.

Red Skull says he should know that it extracts a terrible price.

Thanos says he's prepared.

"Of course he is." Maria said.

Red Skull says they all think that at first and they're all wrong. He steps into the light, revealing his face.

"Is that-?" Bucky went to ask.

"The Red Skull." Steve answered before Bucky could finish his question.

"You said he was dead." Peggy said.

"I thought he was." Steve said. "He disappeared on the Valkyrie because of something the Tesseract did, but I guess it must've sent him to Vormir."

Red Skull takes them somewhere. Thanos asks him how he knows the place so well.

Red Skull he sought the stones a lifetime ago and even held one in his hand and it cast him out and banished him there where he guides others to a treasure he can't possess.

"Did the stones deem him unworthy or something?" Tony asked.

"That's probably exactly what they did." Strange said.

They stop at the edge of a cliff. Red Skull says what he seeks lies in front of him as does what he fears.

"I don't like the sound of that." Quill said.

Gamora asks what this is. Red Skull says it's the price and tells her that the Soul Stone holds s special place among the Infinity Stones and says it has a certain wisdom.

Gamora eyed Red Skull suspiciously, not liking where this was headed.

Thanos tells Red Skull to tell him what it needs. Red Skull says the stone demands sacrifice to ensure whoever possesses it understands its power.

Everyone gasped.

Thanos asks what to sacrifice.

Red Skull says in order to take the stone a person must lose that which they love. "A soul for a soul."

"A life for the stone." Natasha realized.

"Thanos can't possibly love someone, right?" Steve asked.

Gamora says that all her life she dreamed of a day where he's get what he deserved and was always disappointed. She says he kills and tortures and calls it mercy.

"He's a madman." Scott said.

Gamora says the universe has judged him and he's asked for a price and it told him no. She tells him that he failed because he loves nothing and no one. Thanos turns to her with tears in his eyes.

"No." The guardians gasped, tears clouding their vision as they realized what was about to happen.

Gamora scoffs at his tears. Red Skull says they aren't for him.

"He's going to kill you, because he's too selfish to know when to stop." Nebula said, mournfully.

"No." Quill choked, and pulled Gamora close to him and buried his face in the crook of her neck. She rested her head on his with her face in his hair.

Thanos steps to Gamora. Gamora denies that this is love.

Thanos says he ignored his destiny once and he can't do it again even for her.

"You bastard." Rocket growled, tears falling from his eyes. He liked to act indifferent, but deep down he cared for each of the guardians like they were family.

Gamora takes out the switchblade and tries to stab herself with it. Thanos uses the Reality Stone to turn it into bubbles.

"No." Gamora sighed, hopelessly.

Thanos apologizes then grabs her arm. Gamora starts hitting him. Thanos throws Gamora off the cliff and she falls to her death.

"No!" Quill screamed, sobbing now. Groot got out of his seat, walked over to Gamora and sat in her lap (Groot is still small because he's from 2015.) Gamora hugged him. Mantis started crying, not only was she feeling her own disparity but everyone else's as well. Nebula glared at Thanos, rage clouding her eyes. Rocket glanced over to Gamora, as if to see if she was still sitting with them.

"Thanos will pay for what he has done." Drax vowed, fury bleeding into his voice.

"He killed his own daughter." Scott said, voice wet with tears as he watched what happened on the screen. "What a monster."

Thanos wakes up in some water with the Soul Stone in his hand.

"And now he has 4." Clint sighed.

The Avengers fly to Wakanda. Steve says to drop to 2,6000 and says they're heading 030.

Sam says he hopes Steve is right about this or they're going to land faster than he wants. They pass through the border.

"I can definitely see how you think that never gets old." Sam said.

T'Challa and the Dora Milaje prepare for their landing. Okoye says when T'Challa said they were opening up their borders this isn't what she imagined.

"Then what did you imagine?" Maria asked.

T'Challa asks what she did imagine.

Okoye says she was thinking the Olympics and a Starbucks.

"I also would like a Starbucks." Shuri said.

"Wakanda competing in the Olympics." Rhodey said. "That'd be interesting."

The Quinjet lands. The Avengers get out. Bruce asks Rhodey if they should bow.

Rhodey says they should because T'Challa's a king.

"No, bowing is not necessary." T'Challa said to Bruce.

Steve tells T'Challa that it seems like he's always asking him for something.

Bruce bows. Rhodey asks him what he's doing.

"What you told me to do." Bruce said to Rhodey.

T'Challa says they don't do that there. Bruce glares at Rhodey who grins.

"You can be a real asshole sometimes, you know?" Tony said to Rhodey.

T'Challa asks how big of an assault they can expect.

Bruce says he should expect a big assault.

"The biggest army in space." Rocket said.

Natasha asks how they're looking.

T'Challa says they Kingsguard, the Border tribe, and the Dora Milaje and-

Bucky walks in and calls himself a semi-stable 100 year old man to finish T'Challa's sentence.

"You clean up nicely." Sam said, remembering how greasy Bucky looked earlier.

Steve and Bucky hug. Steve asks Bucky how he's been.

Bucky says he's not bad for the end of the world and smiles.

Steve couldn't help but smile along with his friend.

In Shuri's lab, Shuri scans Vision, holds up the hologram of the stone and says the structure is polymorphic.

Bruce says they had to attach each neuron non-sequentially.

Shuri asks why they didn't just reprogram they synapses to work collectively.

Bruce and Tony glanced at each other, briefly.

Bruce says they didn't think of it.

Shuri says he's sure they did their best.

"Ooh." Peter said. "Roasted."

Wanda asks if she can do it.

Shuri says she can but there are more than 2 trillion neurons there and one misalignment could cause a cascade of circuit failures and says that it will take time.

"Something we are quickly running out of." Shuri sighed.

Steve asks how long.

Shuri says as long as they can give her.

Okoye's kimoyo beads chime. She holds out a hologram of the planet and says something has entered the atmosphere.

"Shit."

2 ships drop onto Earth.

"They're back." Wanda said.

Outside, Sam tells Steve that they have a situation. Something crashes onto the border. Bucky says he loves Wakanda. Over comms, Rhodey tells them not to celebrate yet and says there's more incoming outside the dome. Smaller ships land outside the border.

"It's too late." Peggy sighed.

Vision stands up and says it's too late and they need to destroy the stone now.

Natasha tells him to get back onto the table.

"Listen to her, man." Clint said.

T'Challa says they will hold them off.

Steve tells Wanda to blow the stone to hell as soon as it's out of Vision's head.

T'Challa says to evacuate the city, engage defenses and get Steve a shield.

Everyone tensed, bracing themselves for the coming fight.

On Nidavellir, Rocket is in the pod, Thor stands on top. Rocket says he doesn't think Thor understand the scientifics and says the rings are gigantic and he'll need something bigger to knock them loose.

Thor says to leave that to him and he jumps off the pod with a rope in hand.

"What are you doing?" Loki asked.

Rocket says Thor is in space and all he has is a rope.

Thor uses the rope as leverage to swing the pod around. He abruptly stope and tells Rocket to fire the engines.

Rocket does and Thor drags his feet into the ground to avoid getting pulled along. Thor asks for more power and calls Rocket rabbit.

"Still not a rabbit." Rocket said.

After a moment, the ice breaks, the rings line up and the star illuminates.

Everyone smiled. Nidavellir looked very beautiful when it wasn't dreary as hell.

Thor looks at Rocket through the window and says that's Nidavellir.

"It's pretty awesome." Rocket said.

A burst of light is sent into the forge but something breaks and it closes.

"Shit."

Eitri curses and says the mechanism is crippled and the metal can't heat with the iris closed.

Thor asks how long it will take to heat it.

"You better not be thinking what I think you're thinking." Loki said.

Eitri says it will take a few minutes then asks why.

Thor says he's going to hold it open.

"Are you mad!?" Loki asked. "That could kill you!"

"Do you have a death wish?" Valkyrie asked.

Eitri says that's suicide.

Thor says facing Thanos without the axe is too.