"Steve!" Captain America can hear Tony shouting. His voice sounds muffled. She looks down to check on him but there is something partially large in the way. Her eyes blur as the huge piece of alien metal protruding from her abdomen pulls upward lifting her off the ground.

Thanos looks at her victim limply dangling from her sword. She feels a twinge of disappointment that it's not her intended target. 'No matter," she thinks.

Tony is still laying on the ground after being pushed. He's trying to get up, but the shock of what he is seeing has him frightened stiff. He thinks he can hear Bruce yelling in the distance, but everything sounds completely muffled now.

Thanos raises her left hand, revealing the gauntlet. She makes a fist and it projects red energy out all over her body. Suddenly from the feet upward her armor repairs and all her burns begin to heal. When the energy dissipates, she no longer feels the pain from her injuries and she takes a deep breath. She then looks at the Captain dangling from her sword, puts her foot on her back and pushes her off.

Captain America lands face down, directly in front of Tony. Her eyes are glazed, and she is barely moving at all. Her eyes tear up as she tries to look at Tony who shakily crawls forward and places a hand on her cheek.

"Stee..." Tony tries to talk but can't.

"Tony." Steve barely whispers. Her vision begins to blur as she struggles to look at him. "I'm s..." Her face goes blank and her eyes turn somewhat downward.

Tony is trying to fight the wealth of emotions he is feeling right now, but too much is happening at once. He looks up at Thanos, fully expecting to feel rage, but there is only sadness.

Thanos looks at Tony then glares angrily. "No more games." She says and once again raises her sword to swipe at Tony, who makes no attempt to move out of the way.

"ROGERS!" Thor shouts as he comes rushing in.

Thanos does not get the chance to finish her attack before Thor strikes first. There is a brief moment of pain as Thor's axe completely severs Thanos in half from her right armpit to her lower abdomen. Electricity courses through her body as lightning fills the air and strikes all around. Ebony Maw has to pull back to avoid getting hurt.

Thanos almost falls, but the red energy that healed her earlier returns and begins to pull her body back together, slowly healing her.

Thor has to take a moment to recover from his own attack while having to abandon his concern for Steve Rogers when he sees Thanos healing very quickly. "No you don't!" Thor says, rotating his axe to strike upward. Before he can land a second hit, a barrage of rocks bombards him, pushing him away from Thanos. He uses electricity to brush off the attack and looks upwards toward Ebony Maw.

Ebony Maw watches Thor's, whose eyes begin to glow with rage as he powers up his weapon. She can feel the electricity coursing through the air once again and legit terror fills her as Thor lifts his axe ready to strike her down. She raises her defenses when Thanos rushes Thor and tries to strike him down with her own weapon. Thor is quick enough to block the attack, but it sends him flying off into the distance.

Ant-Man, Wasp, and Star-Lord are now looking on, frozen in shock. Thanos looks between all three of them, waiting for a move which never comes. She turns toward Ebony Maw and issues orders.

"KIll them!" Thanos says. "Kill them all..." She then turns back toward Thor and rushes him.

Scott, Hope, and Peter Quill look up toward Ebony Maw, who is now smiling mischievously as she gathers large rocks in the air which begin to glow brightly with heat.

*** Moments ago, just below Ebony Maw, unnoticed by everyone else ***

"Steve!" Bruce shouts. She begins pulling at the metal and wires of the suit, but she is still badly tangled. Her strength from earlier seems completely gone. "Steve..." she whispers looking up toward him.

Bruce can barely see Rogers now laying on the ground. All she can really see is Tony looking down, completely in shock. Tony reaches over to touch Steve and Bruce can see tears forming in his eyes.

"Tony..." Bruce whispers. She knows she should feel worried about Captain America, but instead she feels guilty for only wanting to comfort Tony. She'd never seen him so sad before. She'd never seen him so hurt.

Thanos raises her gauntlet and uses it to heal herself. Bruce watches as she tells Tony, "No more games," and prepares to strike him down. Bruce pulls at her restraints as hard as she can, but still can't summon the strength.

Thor comes rushing in to save Tony, while Bruce begins to cry helplessly. She looks up and sees Tony, with a complete blank expression, watching Thanos and Thor fight. When it looks like Thor might actually have an upper hand someone steps in. Bruce can hardly pay attention as her mind keeps wandering back toward Tony. She tries pulling away from the suit again.

"Kill them! Kill them all!" She hears Thanos say, before rushing away. Moments later, Star-Lord and the others start battling Ebony Maw.

"Tony..." Bruce calls out through tears. She manages to wiggle her right arm free and tries reaching out, but it only twists her left arm very painfully. "Tony!" She tries to shout, but can only say. She can hardly see him now as there are far too many tears in her eyes. She can tell he is still crouched over Captain America and not fighting.

Bruce lowers her head and starts to openly weep at her helplessness. This goes on for several seconds before she forces herself to quiet.

"Hulk..." She calls out.

No answer.

"Hulk..." She repeats. "We need you..."

Still no answer.

"Hulk..." she tries again. "He's killing them... We need you..." She pauses to sob. "I need you, Hulk..."

More silence as Bruce openly sobs. She looks down and lets tears land on her already ruined dress.

"I need you..."

When Bruce gets no reply she looks up at the battle again. Ebony Maw and the others have moved a little further from Tony and Steve. Tony seems to be regaining concentration, and Bruce can see him talking, seemingly to himself.

"Hulk..." Bruce calls out, trying very hard to get her plea across. "He needs you..." She is not sure how she knows it, but she feels he heard her this time.

"Hulk... Tony needs you..."

Bruce waits again for a response.

"Hulk... He's the only one that liked you..." Bruce pauses, thinking about what she is saying. "He's the only one that wanted you..." She sniffs. "That wanted you, more than me..."

She still waits for a response, but is unsure if what she is feeling is the Hulk, or her own feelings of hurt and rejection.

"Hulk! He needs you!" Bruce says loudly. "Don't you remember! He was always poking and prodding. Trying to bring you out..." Bruce sniffs. "He always wanted to see you... He always trusted you... He always just..." Bruce looks up at Tony and has to fight back even more tears.

"He always just wanted you..." The tears come anyway. "It was always you, Hulk..." *sniff* "He always believed in you.

Still no response.

*** Back to Tony ***

As Thor and Thanos move away, Tony looks back down toward Steve Rogers. He reaches forward and places his hand on her face again. The sound of Star-Lord suddenly opening fire on Ebony Maw overhead does not fase either of them.

"What is up with this thing?" Hope shouts as she shrinks to avoid Maw's blazing rocks.

"She's a psychic!" Star-Lord shouts. "If you plan to get a hit off of her, she's gonna know before you can do it."

"That doesn't help us at all!" Scott Lang shouts as she ducks for cover.

"If you really want to get a hit off, you need to attack without thinking."

"What?!" Hope asks more in disbelief.

"Yeah!" Star-Lord responds. "You've gotta wing it! Don't have a plan."

"That still doesn't help at all!" Scott repeats herself.

Hope looks at Scott and thinks about her history. "Actually, no." Hope says. Scott turns toward Hope confused. "That actually helps a lot." He tells Scott.

Unexpectedly, Star-Lord fires a shot toward Tony blast from his pistol completely misses Tony's face, but it was so close, the heat catches him completely off guard. Tony shakes his head, snaps out of his daze, and looks at Star-Lord in confusion.

"Hey Metal-Man!" Star-Lord shouts. "We're all going to be dead, if you don't start doing something!"

Tony wants to get angry, but he realizes Star-Lord's actions might have knocked some senses into him. He looks back down at Steve Rogers.

"Friday, I need vitals." Tony says.

"Life signs are fading." Friday responds. "He's lost a lot of blood and is most likely in shock now."

"Can we stop the bleeding?" Tony asks.

"The suit is already applying compressions to the wound, but it's exceedingly large." Friday responds. "It does not have the medical capability of handling such an injury."

"What are you recommending, Friday?" Tony asks.

"If you were able to temporarily cauterize the wound and induce a coma, we may be able to keep her alive long enough to reach some form of emergency medical services, but her current suit isn't capable of administering that kind of aid."

"No it's not!" Tony responds. "I have an idea..." Tony tells Friday, while looking up at the fight between Thanos and Thor. He glares angrily wanting revenge. "For this to work, we're going to have to work quickly."

*** Back to Thor ***

"Raagh!" Thor shouts as he continues trying to strike down Thanos.

They are both moving at normal speeds now, but any damage Thor seems to cause only heals immediately. Thanos also seems able to utilize two stones now as the purple stone seems to also be granting her extra strength. Despite no special qualities to her double bladed sword, it is easily able to counter Thor's axe.

Thanos is gradually gaining the upper hand on Thor, and they both seem to know it. Thanos takes several broad swipes at Thor who has no choice but to block each move with his axe. The resulting clash pulses bright purple light.

After a particularly hard hit, Thanos does an exaggerated spin and swings her double sword at Thor in an especially powerful strike. Thor manages to block, but it sends him sliding back a few meters.

Thor looks up, prepared for Thanos to come charging at him. Instead he sees Thanos raising the gauntlet and shifting from blue to green, as she activates the Time stone. He becomes very concerned remembering the advantage just moments ago using the same tactic. Thor raises his axe in hopes of interrupting Thanos before the stone can activate, but someone hits Thanos before he does.

The lazer strikes Thanos hard enough to send her sliding a couple of meters away and she completely loses concentration on the gauntlet. Despite being blind sided by the attack, it is not enough to cause any serious damage. She catches her footing and turns toward her new opponent.

It takes her a moment to recognize the pink armor she is looking at, and she is very confused when she does. Before she can ask any questions, the face plate raises to reveal Tony Stark is now wearing the pink suit he had lent Captain America.

"Hey asshole!" Tony says. "Now you've really pissed me off!"

Thanos glances back only enough to see that Tony's nano suit is now tending to Captain America's injuries. She realizes what's going on quickly and braces to clash with Tony. It was a huge mistake as her forgotten opponent uses the distraction to make a move.

Lightning starts hitting Thanos from all angles and she is once again being pushed back. She clenches her fist to try and project a shield, but it's not quick enough. She turns toward Thor, opens her hand and points it at him, while raising her sword.

"No you don't!" Tony shouts, rushing forward, sliding under Thanos' arm and grabbing onto the gauntlet. Thanos sees Tony, but assuming he does not have the power to remove the glove, she ignores him. She begins pulsing energy from the gauntlet toward her sword and prepares to throw it toward Thor, when searing pain erupts from her left hand.

Thanos drops her sword and reaches for Tony, trying desperately to pull him off her arm. He is clinging tightly to the gauntlet and firing energy into it causing it to glow white hot with heat. In her panic, Thanos is having a hard time pulling Tony off. She pulls away briefly and tries punching him in the head, but the armor accompanied with her surprise is cushioning the blow.

Tony realizes his plan may be working so he concentrates the rest of the suits energy into the lasers to heat the gauntlet up as much as he can. Thanos reaches down and grabs his left arm and starts trying to pry Tony loose. He is almost certain Thanos is going to succeed when Thor comes flying in and slams the blade of his axe into Thanos' wrist.

Thanos screams in pain as she steps back, but refuses to remove the gauntlet. Electricity is coursing everywhere and Thors eyes are almost blinding with rage. He pulls the axe out of Thanos' wrists and grabs the side of her face.

Tony looks down and sees Thanos' wrist is starting to heal quickly. He looks up and sees Thor aiming for Thanos' head.

"NO!" Tony shouts. Thor looks at Tony. "Aim for the arm!" Tony turns his body and places his feet on Thanos' ribs. Using all his strength he stretches her arm out. He uses his boot thrusters to burn Thanos and throw off her concentration. For once, Thanos' eye go wide with concern when she realizes that both Thor and Tony have the same idea. Thor twists his axe and aims to cut the gauntlet off Thanos' arm.

A wave of energy hits Tony unexpectedly and is able to knock him off Thanos' arm. Thanos uses the surprise interruption to avoid Thor's attack. Using the same arm Tony had, she reaches forward, grabs Thor by the throat, lifts him up quickly, then slams him down into the ground. The heat of the white hot glove begins to scorch Thor, catching him off guard. He drops his axe. Thanos does not waste any time, she lifts him up, slams him into the ground again and begins to punch him with her right fist.

Tony starts to crawl away as he sees the new opponent come flying in. He hardly notices Thanos glowing purple as he uses the power stone to overpower Thor. Supergiant gently lands on the ground and walks toward Tony, preparing to attack.

"Wait!" Thanos shouts. She hits Thor a few more times before feeling confident that he is unconscious. Tony lays there propped up on his back for a moment trying to think of his next move, when Thanos slowly rises. She looks at Tony. "This one is mine." She looks at Super Giant and caresses his face. "Thank you, my son."

Wanda comes flying in and lands a few meters behind Supergiant. Tony notices her, but can somehow tell she is being controlled. Thanos steps forward and walks up toward Tony. She kneels and looks into his eyes, while issuing orders to Supergiant. "You can kill the rest." she says. "Leave no survivors... Not even that one." she gestures toward Wanda without looking back once.

"Wanda! My Love!" Vision says as he comes flying in. This catches Tony's attention, particularly because Wanda's eyes begin to flicker red at his voice. Thanos herself turns at this other new interruption. She looks at Vision, and can now see War-Machine and other Avengers quickly approaching. She glares at the interruptions.

"It seems your people were more than mine could handle, after all." Thanos tells Tony. "I commend you for that." She turns her left fist upward toward Vision and the approaching group. "But you'll have to face the truth eventually." The gauntlet begins to glow purple. "I am inevitable."

Vision prepares for whatever attack Thanos has planned, but they are interrupted once again, this time by a wave of red energy. Thanos' gauntlet starts to twist backward and her fingers begin to uncurl forcibly and painfully. She tries to turn toward her new attacker but her own armor seems to be betraying her.

"You.." Wanda says, stepping forward, "continue trying to take everything I cared for." Thanos groans in pain. "You tried to kill my love! You tried to kill my friends!" Wanda grumbles in a deep masculine voice. "You tried to destroy my planet." He says with an eerie calmness. "Now I will destroy you."

Thanos tries to resist Wanda's energy, but as she expected, he is too powerful. She can't even move enough to speak. Supergiant turns toward Wanda and tries getting ahold of his mind once again. The moment he reaches out, Wanda turns toward him and glares. His chaos energy flows forward and seems to grip Supergiant in the same spell as Thanos. They both begin to float in the air and start wailing in pain.

Tony and Vision are too surprised by the sudden turn of events to notice another two people sneak into the fray.

"Tony! Are you okay?" James Rhodes asks as he lands next to him.

"Wanda! Look out!" Natasha shouts from a distance, causing everyone to look upward.

Proxima midnight is standing just below Thanos and she is holding Supergiant's spear. She lifts it and tosses it toward Wanda. At first the attack seemed fruitless as Wanda's energy seems to catch it in mid air, but there is a sudden shift in his concentration toward Proxima.

The small distraction gives Thanos just enough time to move. She lifts the gauntlet and uses the reality stone to project an aura of protective energy. She falls to the ground hard, but lands on her feet. Looking up at the growing number of opponents, she reaches into her pocket and pulls out a small communicator. "Rain fire, and move in!" she shouts.

Rocket and Groot come zooming in just as Thanos' own troops seem to come rushing out of every hidden corner of every asteroid. Rocket looks up at all the quickly approaching chaos and has to force herself not to panic. "It looks like it's showtime Groot!" she shouts as enemies continue to get closer.

"I am Groot."

"Is that Mojo?!" Rocket asks, surprised to see the large alien, who seems to have acquired a new mechanical chair. She has to shake off her awe as she pulls a communicator out of her belt. "Whatever, anyway. Hello!" she shouts into the communicator. "Is this the eye patch chick?"

"This is Nick Fury. Who is this?" The woman on the other line calls back angrily.

"This is Rocket, but that doesn't matter right now." Rocket tells Nick Fury. "I'm gonna send you a radio channel, I need you to broadcast a message outward. Tell them, the Guardians need help."

"We don't have time for any special favors." Nick Fury starts to reply.

"Listen Psyclops!" Rocket shouts. "If you or any of us wants to get out of here alive, you will broadcast that message outside this solar system. It doesn't matter where, but make sure you send them our coordinates!" Rocket hangs up, while elsewhere on the drop ship Nick Fury looks at Talos with a questioning look. Talos just shrugs his shoulders.

Over a dozen ships come flying toward the asteroid and begin to bombard the area with explosive blasts, causing the asteroid to shake. The attacks are quickly approaching along with Chitauri and Outrider warriors on speeders.

Thanos watches the attack quickly approaching then turns back toward Wanda, who is still concentrated on Supergiant. Thanos creates a ball of purple energy and launches it at Wanda. It hits him hard and he loses his hold on his opponents. Thanos wastes no time and heals Supergiant. Supergiant looks up toward Thanos, a little surprised by the gesture.

"Keep them busy!" Thanos orders. "I'll take out their leader."

Proxima midnight who is standing not too far away, acknowledges the order also, and rushes toward the fight. Thanos, once again turns toward Tony.

"She's looking this way, Tony." Rhodes says. "What do we do?"

"I don't have any power left." Tony responds as he forces himself to stand up. "So we do our best." He looks at Thor lying unconscious and tries rushing toward him. "Try to wake up sleeping beauty." He says.

Thanos realizes Tony's plan and uses the time stone to intervene. Rather than move Thor, she gets between them and slaps Tony away with the back of her hand. Little alarms in Tony's suit start to go off. He knows he can't take too many more hits like that.

Rhodes begins to fire beams at Thanos while machine guns and rockets come protruding out of his suit, bombarding Thanos. She seems completely able to defend herself without taking damage.

After the rockets clear the machine guns start to whir loudly as they are also out of bullets.

"Tony, I'm out." Rhodes shouts.

Just keep him distracted!" Tony shouts again.

"Grrr..." Rhodes shouts as he rushes toward Thanos without a plan. He gets close, raises a hand, and starts charging another laser. Thanos turns toward him and with lightning speed grabs Rhodes by the chest. He tries to fire his laser but Thanos also grabs his wrist and points it away.

Tony reaches Thor and grabs him hard. "OK, big boy, I need you to wake up now." He tries shaking him, but has no luck. "Come on Point Break, now is not the time." He grabs his face and starts shaking it, with no luck. Thor's head just rolls to the side.

Tony looks toward Thanos and can see Rhodes is still struggling. He tries to weigh his options. "I'm sorry your majesty, but this is going to hurt." He begins to charge one of the reactors in his palm and points it at Thor. "I hope this doesn't kill you." He says.

"Tony!" Rhodes grumbles as the metal on his suit begins to creek under the strength of Thanos' grip. Thanos grips harder, almost enjoying the torture he is putting War Machine through. He pulls his left arm and manages to rip the armor off of Rhodes arm. "Tony!" Rhodes calls loudly for help.

Tony turns toward Thanos and fires the rest of his energy at her. It hits her in the back causing her to stumble a little. It still isn't enough to cause any damage, but Thanos decides she is done with Rhodes. She drops him to the ground and turns to ward Tony.

"Tony." Rhodes calls out. "I can't move."

Tony is well aware that without his suit, Rhodes can't walk. Tony looks at his helmet's display and sees he has less than 5% energy. As Thanos approaches he turns back, looking for friends. Wanda is fighting Supergiant, Vision is fighting Proxima, the others are fighting Ebony Maw and other aliens that have already arrived. He turns back toward Thanos, realizing he is completely alone.

Tony tries to say something clever, but Thanos kicks him before he can get the words out. She looks at Thor momentarily, but decides he's no threat. She continues pursuing Tony. Tony raises a hand and starts firing another laser. Thanos hardly has to use the gauntlet to defend herself.

'Weak.' Thanos thinks.

Tony stands up quickly and tries to retreat, but there is nowhere to go. He spots the Captain, and for a moment considers calling the nano suit. He knows he can't do so without killing Steve. He turns and Thanos is once again on him.

Thanos reaches down and grabs Tony with her left hand. Tony tries heating up the gauntlet again, but the suit's energy quickly dies. Thanos lifts Tony and watches Tony's arc reactor begin to dim, flicker, then completely go out. She slams Tony into the ground, and he feels it.

Tony tries to push himself up, but barely has any strength. Even as he manages to lift his head, he can hardly breathe. The attack knocked the wind out of him. Thanos kicks Tony in the head and sends him flying back. Tony loses concentration and almost slips unconscious. He turns his head and realizes he has fallen very near Captain America. He can still see tears soaked into her golden curls as she lays there completely unconscious.

Tony tries to summon rage from what he is seeing to give him strength, but he can barely lift his head now. Thanos moves in, reaches down and picks Tony up. 'She seems so much larger now.' Tony thinks, trying to stay conscious.

Thanos grabs Tony's helmet and starts to crush it. After a few seconds, there is a pop and he pulls it off. Thanos pulls Tony close and tries to look him in the eyes.

"You know, I admired you once, Tony." Thanos says. She grabs Tony by the waist and grabs his left arm, ripping the armor away. She switches hands and grabs Tony's right arm.

"You were a brilliant man, who took your knowledge, and created even greater things." She rips off the right side of the armor.

"But in the end, that's just it." Thanos reaches forward and grabs the armor's chest piece. "You're still, just a man." She rips off the front of Tony's armor. Electric sparks fly everywhere as the lower half of the armor and Tony come tumbling down landing hard.

Thanos turns away and walks past Steve Rogers. She bends down and picks up her double bladed sword. Tony uses what's left of his strength to push himself up to his knees.

"Even with all your armor, and all your weapons." Thanos walks back toward Tony. "You're still just a man." Thanos lifts her sword high in the air. "Just one man who thought he could stand up to a God." Tony watches the gleam of lights from the surrounding battle reflect in the sword. He realizes he no longer has the strength to move.

"Mr. Stark!" Tony can hear Spider-Man yelling in the distance. He feels sorry for her, having to see this.

The sword begins to glow purple with energy, and Tony's eyes start to glaze as he watches it quickly descend.

Something explodes in the distance.

Thanos feels the attack make contact with something, and for the first time ever, something has completely stopped her blade. She looks forward and only sees Tony kneeling there. In confusion, she looks even further down to see what looks like a small girl standing in front of him.

Bruce is holding the blade of the double sword in her right hand and gripping it hard. Cracks begin to form as the metal bends and creaks under her grip. She wipes away tears with her left sleeve then looks up at Thanos. They both make eye contact for only a moment when Bruce is engulfed with a very familiar rage.

Bruce's voice becomes significantly deeper with every word she speaks, "Leave... Tony... Alone!"

Her shredded white dress becomes extremely tight for only a moment before seemingly exploding from too much pressure. Her small fragile looking arms turn green and swell pushing the sword upward as the rest of Bruce also becomes significantly larger. Her eyes glow green and she grumbles loudly, refusing to break eye contact.

In confusion, Thanos takes a step and a half back, and is unable to pull her weapon from Bruce's hand. If it even is Bruce.

The battle field seems to go quiet as more than a handful of fighters noticed the sudden shift in tone. Thanos was unsure what she was feeling as this new opponent was not only taller than her, but stunningly beautiful.

Thanos couldn't help but admire the long beautiful wavy brown hair that came down past the shoulders and ended with perfect curls. The beautiful sculpted face with perfect eyebrows, deep green eyes, soft cheeks, and a perfectly chiseled chin.

Whatever this creature was in front of her it was magnificent beyond comparison. Even the shade of green skin was exceedingly pleasant to the eyes. Thanos' eyes were so taken aback she could not decide where to look. Not at the soft shoulders that were neither too broad nor too small, nor the big voluptuous exposed breasts that seemed to perfectly compliment the slender yet toned frame of the body.

She traced the waist of this beautiful creature and admired every curve like an exquisite masterpiece, chiseled by the most advanced society in an attempt at creating perfection. Thanos felt almost compelled to reach out and caress the soft round looking hips that swayed lightly as her opponent turned partially away, making a fist.

The shift in light caused by the turn made it much easier for Thanos to see and admire this person's full and round buttox as their large and shapely penis swayed in the air.

'Wait...' Thanos thinks. She looks down at the penis, then up at her opponent's breasts. Confused, Thanos's gaze shifts past the chiseled chin, then back to the luscious hair, and finally sets on the soft and beautiful feminine looking eyes.

"What..." Thanos does not get a chance to finish her question when the Hulk hits her hard. So hard she completely shatters the double bladed sword, most of Thanos' chest armor, and sends her flying into the ground.

The impact from the hit was so hard that shockwaves cut through the air and sent Thanos flying through large chunks of asteroid and out the other end. Everyone gets launched into the air.