"Whoa! Who's that?" Peter Parker asks. "Is that the police?"

"No." Rocket responds. "That's Captain Marvel..." Rocket answers before seeing the look of confusion on Peter Parker's face. "She's kind of like the police. Mostly on their side."

Captain Marvel scans the battlefield for a moment before activating an intercom on his wrist. "Command, I have located the target, along with the captives. We have several injured, and are requesting immediate pick up."

"Understood Captain." Someone replies. "We will send a drop ship as soon as the area is a bit more clear."

Captain Marvel lowers his intercom and addresses the others. "Evacuation ships are arriving soon. I need those of you who can still walk to collect the injured and move them as far away from here as possible."

"Whoa whoa whoa! We ain't leaving!" Rocket shouts.

"I am not asking." Captain Marvel says. "Things are going to get ugly very quickly, and we can't afford any casualties."

"No offense," Star-Lord interrupts, "but didn't Nova Corp get their asses handed to them already, when Thanos took the power stone?" Captain Marvel gives Star-Lord a skeptical look. "How is now any different from the last time?"

"Last time, they didn't have me." Captain Marvel smirks confidently.

"But last time he didn't have all six infinity stones either." Hulk steps in. "You're gonna need our help."

Captain Marvel looks at Hulks breasts, then glances down at the Hulks genitalia. He frowns, wanting to make a concerned comment, but chooses to ignore it for now. "I'll be the judge of that." Captain Marvel says before turning away. He floats in the air scanning for Thanos.

*** In the rubble ***

Thanos is somewhat out of breath. She has to take a moment to compose herself before pushing her way out of the dirt. The dust is still settling, but it doesn't take her long to spot who hit her. She sees Captain Marvel talking to the Hulk, Thorl, Vision, and the Scarlet Witch. She then looks down at the gauntlet and begins to weigh her options. She knows she has to bite her pride, but she is clearly outnumbered. Even with the gauntlet, it's too dangerous.

Thanos clenches her fist and the gauntlet heals her. Despite physically being well, she is already starting to feel mentally exhausted. She takes one last look at the group and decides to retreat. Clenching her fist again, she tries to activate the space stone.

Nothing happens.

Thanos flips the gauntlet and sees the blue stone is missing. "No!" She whispers aloud, before looking around. She tries using the gauntlet to summon it to her, but realizes the space stone would be the one needed to find it. She has no choice. She has to dig for it. The second she starts, she is certain they will hear her. She starts digging anyway.

"It looks like you've lost something." Captain Marvel sarcastically says, moments later.

Thanos frowns, realizing when she turns around she is going to have to fight at any moment. She activates the reality stone, projecting a solid image of herself hoping it will buy her some time as she searches.

"Captain Marvel." Thanos addresses Carol. "Nova Corps' lapdog." The second Thanos smiles at the insult. "I believe that's how they say that on Earth." She adds.

"It was really rotten of you, attacking Nova Corp when I wasn't around." Carol tells Thanos. The Hulk approaches from behind, but does not interfere. "Were you afraid I was gonna bite?" Carol says, raising an eyebrow.

Thanos grins at the playful banter. She is hoping to use it and buy more time. She sees Thor approaching now also. She is a little more worried, knowing how reckless he can be. All she can do now is try to keep them distracted.

"You know I don't like taking unnecessary risks." Thanos coos toward Carol. "I wouldn't want to damage that pretty face of yours." Carol frowns very slightly, and Thanos notices. "Or should I say, dashingly handsome look, now?"

Carol's grin turns to a smirk, something Thanos did not expect. "Why thank you. I kind of like my new look." Carol says. "Send your fashion designer my thanks." Thanos is a little taken back. Thor's eyes start to glow as Wanda and Vision approach.

"Thanos," Captain Marvel calls out to her, "in the name of the Nova Corp, the Xandarian StarCorp, and to further promote peace in the Andromeda Galaxy and the nine realms, I am hereby placing you under arrest." Captain Marvel says.

"And what makes you think I am going to let you do that?" Thanos asks challengingly.

"Wait!" Wanda says, before Carol can respond, Vision has his arm around Wanda for support. "You were trying to show me something. What was it?"

Thanos turns toward Wanda and notices that Wanda is actually looking directly at her, and not her double. It causes her concern, so she starts digging more fervently. "Ask her, or him." The second Thanos replies, pointing at Carol then Thor. Both take on a slightly confused look, but refuse to let their guard down.

Wanda is about to turn toward Carol to ask, but spots something blue glowing just under the fresh dug dirt. Thanos spots it too. "NO!" Wanda shouts, projecting energy toward Thanos as she leaps for the stone.

Like the pistol shot that starts a race, Carol, Hulk, and Vision all leap toward Thanos. None except Wanda realize they are targeting the wrong version. Wanda's energy hits Thanos, who has managed to get ahold of the stone before then. She flies back slightly and has to struggle to gain balance. When she does, she reaches forward to place the Space Stone back into its spot.

LIghtning strikes her.

Carol, Hulk, and Vision have to shake the confusion of their target vanishing, but Thor took no chances. Lightning strikes the entire area, hitting everyone in the crater. Carol recovers the quickest and looks around for Thanos. She spots the real her and flies forward, hitting as hard as she can.

Thanos drops the Space Stone once again and watches it vanish back into the dust. Before she can get another thought in, she looks up to see Carol and Hulk both charging forward. She activates the time stone and kicks off the ground to get above them. She watches them slowly rush below her and when she is at a good angle activates the Power Stone and comes stomping down on top of both of them.

Hulk and Carol hit the ground hard, unable to recover quickly due to the time stone. Thanos begins to reach down, both hands are now glowing bright yellow due to the mind stone. Before she can touch either of her opponents she is struck by lightning from behind. It sends her flying away.

Time seems to return to normal for Carol and Hulk who both have to push themselves out of the dirt.

"Now, do you see why you need help?" The Hulk asks Carol, with legit annoyance.

Carol lightly growls with frustration, looking toward Thanos then toward the Hulk. He makes eye contact with Hulk, before being distracted by the Hulk's boobs, then genitalia. His face flushes as he tries to shake the slight attraction he is feeling. "Put some pants on." Carol says before pushing off and charging at Thanos again.

Thanos catches her footing and turns her attention toward Thor. She sees him preparing for another attack and uses the stones to slow time again. It seems to be working as she spots Carol approaching. Unfortunately due to their weakened state, the stone's are unable to significantly reduce the speed of lightning. Thanos is hit once more, throwing off her concentration and causing her to fly back once again.

'I need that stone!' Thanos thinks to herself, before being hit in the face by Captain Marvel.

"No!" Hulk shouts toward Carol. "Aim for the gauntlet!"

"I can handle this!" Carol shouts before preparing for another attack.

Thanos uses the distraction to switch to the power stone and punches Carol directly in the stomach, sending him flying back into the Hulk. She spots Thor coming forward again and leaps away from his electricity, just in time. She realizes Thor is playing it safe and keeping his distance now.

Hulk has to set Carol down, who is now gasping for air, since Thanos hit him directly in the sternum. "Listen," Hulk says. "I know you're strong. I'm strong too, but unless we can get those stones away from her, she is a lot stronger."

"She's already lost one." Wanda says in his deep Russian accent. "That's why he's still here. He won't leave without it."

"He did?" Hulk asks looking at Wanda for a moment, then turning to study Thanos. "I think it's the space stone. That's why she's not teleporting."

"Ok then." Captain Marvel says, trying to catch his breath. "We get the stones. Then you let me handle her."

Hulk grins at Captian Marvel's cockyness, but reluctantly agrees. "Fine."

"I'll help." Wanda joins the conversation. "If you can distract her, I can hold her down."

"I can probably help with the distraction." Vision says, floating in.

"What about you, Thor?" Hulk calls out. "Do you think you can keep her distracted?"

"Just do it!" Thor says angrily, preparing for another attack.

The four don't wait another second before they start charging. When they turn toward Thanos, they see her using the time stone to preemptively dodge Thor's lightning. She starts making a break to their right. Carol and Hulk turn toward her while Wanda falls behind, generating energy. Thanos is barely managing to keep ahead of Thor's lightning when Vision fires his light speed lasers directly in her path.

Thanos is momentarily blinded by both Vision's and Thor's attacks. She changes trajectories and tries to move away but something grips her from all over. Thor's lightning engulfs her followed by Vision's blast. She shouts in pain.

Despite all the dangerous energy Carol and Hulk rush forward. They can barely see Thanos when they reach her. She is once again engulfed by Wanda's scarlett energy. Hulk grabs onto Thanos' gauntlet while Carol tackles Thanos' waist, trying to pull them apart. For the first time, they feel true chaos energy running through them.

Wanda's magic seems to awaken something even further in the Hulk as old rage begins to bubble to the surface, causing Hulk's face to warp and become monstrously inhuman. The Hulk's body begins to grow even larger and more muscle tone. Thanos begins to wail in pain as the hulks grip on the gauntlet tightens, crushing the metal.

Carol Danver's mind is suddenly flushed with old images of before the change. People judging him, ridiculing him, and mistreating him. All because he was a girl. His mind is flooded with every fight and every challenge he has ever faced. It begins to fill him with unknown rage. Thanos' wrist snaps loudly, as she cries out in pain.

Thor pulls back his axe in confusion. "Wanda? What are you doing to them?"

"I can't control it!" Wanda shouts, but makes no attempt to stop. The energy starts to grow outward. Getting dangerously close to Vision and Thor.

Thor spots something glowing from behind them and realizes it's the Space Stone. He turns back toward Thanos and realizes the gauntlet is starting to glow brighter as their energy mixes with chaos energy.

"Wanda!" Thor shouts. "You need to stop! You're feeding the stones!"

"I can't!" Wanda shouts.

"Wanda! Stop!" Vision shouts, before flying directly into the scarlet path. The energy crashes into Vision releasing Thanos and the others.

Thanos painfully clenches her now free fist and activates the reality stone. It glows brightly as it starts to heal her.

"NO!" Hulk shouts, still pulling at the gauntlet.

Thanos isn't fully healed when she switches to the power stone. Her strength is significantly more amplified now. She reaches down and grabs Carol by the head, peeling him away then slamming him into the ground. He is once more knocked out of breath and confused.

The Hulk looks at Thanos in fear and worry, but is too afraid to let go of the gauntlet. Thanos grins, before turning and punching the Hulk in the face. The Hulk refuses to let go, as Thanos strikes several more times.

"Thanos!" Thor shouts, throwing caution to the wind and rushing in. Thor has his axe held high in the air and electricity courses through it as he brings it swinging downward once again.

Energy flows from the gauntlet to Thanos' right hand as she casually turns toward Thor. The axe comes down and there is a massive surge of blinding light. When the light clears Thor's axe flies away from the battle, landing in the dirt. Thanos now has one hand on Thor's neck and another on the Hulk's. She pulls Thor closer and locks eyes with him.

"This looks familiar." Thanos says, referencing Loki, before tightening her grip on both Thor's and Hulk's necks.

Thor is losing consciousness quickly. He tries to pull away, but the boost Thanos got from Wanda has widened the strength gap drastically. He can hear a loud booming and peaks out the corner of his eyes to see the Hulk angrily hammering away at Thanos' arm, also trying to break free. Neither seems to be having any luck. Hulk is slowly losing strength and everything begins to blur for Thor.

"Hey asshole!" Someone shouts from just below the Hulk. Thanos turns away from Thor to see Carol Danvers slowly floating up from just out of sight. Her arms are glowing two different colors as she grips two of the gauntlet's infinity stones. The orange stone, and the purple one. "Fuck you!" She says before putting both feet on the gauntlet and ripping the two stones out.

"Noooo!" Thanos shouts.