"This is the Asgardian refugee vessel Statesman! We are under assault, I repeat, we are under assault – The engines are dead, life support failing! Requesting aid from any vessel within range…We are 22 jump points out of Asgard. Our crew is made up of Asgardian families, we have very few soldiers here! This is not a war craft, I repeat, this is not a war craft!" Asgardian PA said.

Inside the ship, Ebony Maw walked among the bodies of dead Asgardians then stepped over them as he spoke with no mind, as if they were scattered pieces of dirty clothing on a bedroom floor.

"Hear me, and rejoice. You have had the privilege of being saved by the Great Titan. You may think this is suffering. No…It is salvation. Universal scales tip toward balance because of your sacrifice. Smile…For even in death, you have become Children of Thanos." he said.

Loki was with the Black Order watching Thanos.

"I know what it's like to lose. To feel so desperately that you're right… yet to fail, nonetheless." Thanos said looking out the large window. "It's frightening. Turns the legs to jelly. I ask you, to what end? Dread it. Run from it. Destiny arrives all the same. And now, it's here. Or should I say… I AM." he said and grabbed Thor by the head.

Then he held up his hand to reveal the Infinity Gauntlet already hosting the Power Stone.

"You talk too much." Thor said exhaustedly spitting blood from his mouth.

"The Tesseract, or your brother's head. I assume you have a preference." Thanos said to Loki.

"Oh, I do. Kill away!" Loki said.

Thanos set the gauntlet on Thor's temple and the power stone glowed brightly. Thor suffered in pain.

"ALRIGHT, STOP!" Loki yelled cringing and looking away from Thor's pain.

"We don't have the Tesseract. It was destroyed on Asgard." Thor said and Loki glanced at him like he knows something he doesn't and lifted his right hand into the air and the Tesseract reveals itself."

You really are the worst, brother."

"I assure you, brother, the Sun will shine on us again." Thor said holding the Tesseract out to Thanos and advancing.

"Your optimism is misplaced, Asgardian." Thanos said.

"Well, for one thing: I'm not Asgardian. And for another… We have a Hulk." Loki said and dove out of the way as Hulk emerged and fought Thanos.

Punches were exchanged and Thanos was forced into the wall of the ship. Then Ebony stopped Black Dwarf from interfering.

"Let him have his fun." he said.

Then Thanos defeated Hulk and dumped him to the ground. Thor tried to interfere but Ebony bint him to the ground.

"Allfathers… let the dark magic flow through me one last… time." Heimdall said and summoned the Bifrost and carried Hulk away.

"That was a mistake." Thanos said and stabbed Heimdall through the heart.

"NO! You're going to die for that!" Thor said and Ebony shut his mouth.

"Shhhh." Ebony said holding the Tesseract, on one knee. "My humble personage… bows before your grandeur. No other being has ever had the might, nay the nobility, to wield not one, but two Infinity Stones. The universe lies within your grasp."

Thanos crushed the Tesseract, revealing the Space Stone. Then he put it on the gauntlet.

"There are two more Stones on Earth. Find them, my children, and bring them to me on Titan." he said.

"Father, we will not fail you." Proxima said.

"If I might, interject… If you're going to Earth, you might want a guide. I do have a bit of experience in that arena." Loki said emerging from a separate section of the ship.

"If you consider failure experience…" Thanos said.

"I consider experience, experience. Almighty Thanos. I, Loki, Prince of Asgard… Odinson… The rightful King of Jotunheim, God of Mischief, do hereby pledge to you, my undying fidelity."

Thor squinted and noticed a dagger in Loki's hand. Then Loki attempted to stab Thanos, but failed.

""Undying." You should choose your words more carefully." Thanos said and tightened his hold around Loki's neck.

Then he made eye contact with Thor before he increased his force on Loki's neck.

"You… will never be… a god." Loki said giving up on fighting against Thanos.

Then Thanos snapped Loki's neck, killing him.

"No resurrections this time." Thanos said and teleported away with the Black Order.

"No… Loki…" Thor said and crawled over to Loki's body and lay his head down on Loki's chest, shedding tears for all that he has lost.

Then the ship exploded and The Bifrost sent Hulk across space to Earth.

At the Sanctum Sanctorum.

"Seriously? You don't have any money?" Strange said.

"Attachment to the material is detachment from the spiritual." Wong said.

"I'll tell the guys at the deli. Maybe they'll make you a metaphysical Ham on Rye."

"Oh, wait, wait, wait, I think I have 200."

"Dollars?"

"Rupees."

"Which is?"

"Uh, buck and a half."

"What do you want?"

"I wouldn't say no to a Tuna Melt."

Then Bruce crash-landed on the Sanctum stairs.

"Thanos is coming. He's coming…" he said.

"… Who?"

Meanwhile Tony and Pepper were at a park walking after a run.

"Slow down, slow down. I'm totally not kidding." Tony said.

"You're totally rambling." Pepper said laughing slightly.

"No, I'm not."

"Lost me."

"Look, you know how you're having a dream, and in the dream you gotta pee?"

"Yeah."

"Okay, and then you're like, "Oh my god, there's no bathroom, what am I gonna do?" "Oh! Someone's watching." "I'm gonna go in my pants.""

"Right. And then you wake up, and in real life you actually have to pee."

"Yes."

"Yeah. Everybody has that."

"Right! That's the point I'm trying to make. Apropos of that, last night, I dreamt, we had a kid. So real. We named him after your eccentric uncle. Uh, what was his name?"

"Right." she said nodded understanding.

"Morgan! Morgan."

"So you woke up, and thought that we were…"

"Expecting."

"Yeah."

"Yes?" he said excited and she shook her head.

"No."

"I had a dream about it. It was so real."

"If you wanted to have a kid, you wouldn't have done that." she said and pointed to his chest attachment.

"I'm glad you brought this up, 'cause it's nothing. It's just a housing unit for nano particles."

"It's not helping your case, OK?"

"No, no, it's an attachment, it's not a-"

"You don't need that." she said insistently.

"I know. I had the surgery. I'm just trying to protect us. The future, us, and that's it. Just in case there's a monster in the closet, instead of, you know…"

"Shirts?"

"You know me so well. You finish all my sentences."

"You should have shirts in your closet."

"Yeah. You know what there should be? No more surprises. We're gonna have a nice dinner tonight. Show off this Harry Winston. Right? And we should have no more surprises. Ever. I should promise you."

"Yes."

"I will." he said and kissed her when Strange came through a portal.

"Tony Stark, I'm Doctor Stephen Strange. I need you to come with me. Oh, uh, congratulations on the wedding, by the way." Strange said.

"I'm sorry, you giving out tickets or something?" Tony said.

"We need you and someone else's help. Look, it's not overselling to say that the fate of the universe is at stake."

"And who's "we"?" Tony asked and Bruce emerged behind Strange.

"Hey, Tony." Bruce said.

"Bruce." Tony said looking surprised.

"Pepper."

"Hi." Pepper said.

"You okay?" Tony asked and Bruce gave him a hug, not answering.

A few seconds later they were at the Sanctum Sanctorum.

"From the dawn of the universe, there was nothing. Then, boom! The Big Bang sent six elemental crystals, hurdling across the virgin universe. These Infinity Stones each control an essential aspect of existence." Wong said using magic to show the universe and five out of six Infinity Stones.

"Space. Reality. Power. Soul. Mind. And Time." Strange said and opened the Eye of Agamotto, revealing the Time Stone.

"Tell me his name again." Tony said.

"Thanos. He's a plague, Tony. He invades planets, he takes what he wants, he wipes out half the population. He sent Loki! The attack on New York, that's him!" Bruce said.

"This is him… What's our timeline?" Tony said to himself.

"No telling. He has the Power and Space Stones, that already makes him the strongest creature in the whole universe! If he gets his hands, on all six Stones, Tony…"

"He can destroy life on a scale hither to undreamt of." Strange said.

"Did you seriously just say "hither to undreamt of"?" Tony asked and leaned against a cauldron, stretching casually.

"Are you seriously leaning on the Cauldron of the Cosmos?"

"Is that what this is…?" Tony asked and The Cloak of Levitation smacked his arm. "I'm going to allow that. If Thanos needs all six, why don't we just stick this one down the garbage disposal?" he said looking offended.

"No can do."

"We swore an oath to protect the Time Stone. With our lives." Wong said.

"And I swore off dairy, but then, Ben & Jerry's named a flavor after me, so…" Tony said.

"Stark Raving Hazelnuts." Strange said.

"It's not bad."

"A bit chalky."

"A Hunka-Hulka Burning Fudge" is our favorite." Wong said.

"That's a thing?" Bruce asked.

"Whatever. Point is: Things change." Tony said.

"Our oath to protect the Time Stone cannot change. This Stone may be the best chance we have against Thanos." Strange said.

"And still conversely, it may also be his best chance against us."

"Well, if we don't do our jobs."

"What is your job exactly, besides making balloon animals?"

"Protecting your reality, douchebag."

"Okay, guys, could we table this discussion right now? The fact is that we have this Stone. We know where it is. Vision is out there somewhere with the Mind Stone, and we have to find him now." Bruce said.

"Yeah, that's the... thing." Tony said awkwardly.

"What do you mean?"

"Two weeks ago, Vision turned off his transponder while he and Wanda went on vacation. He's offline."

"What? Tony, you lost another super bot?"

"I didn't lose him. He's more than that. He's evolving."

"Who could find Vision, then?" Strange asked.

"Uh, probably Bucky with him working for SHIELD." Tony said and Strange nodded. "But..."

"Call him." Bruce said.

"I just, he's been busy at SHIELD a lot."

"Tony, listen to me. Thor's gone. Thanos is coming. It doesn't matter who you're talking to or not." Bruce said and Tony hesitated, before pulling out his phone and paused to hear unusual sounds.

"Say, Doc, you wouldn't happen to be moving your hair, would you?"

"… Not at the moment, no." Strange said trying to look up at one of his stray hairs fluttering.

Then Tony looked at the opening on the ceiling and saw metal scraps flying by outside. He left the Sanctum and scanned the chaotic surroundings and helped a woman up.

"You okay?" he asked and the woman ignored him and ran away and a car crashed in on a pole behind Tony. "Help him! Wong, Doc."

"Go! Got it!" Bruce said.

"F.R.I.D.A.Y., what am I looking at?" Tony asked putting on his sunglasses.

"Not sure, I'm working on it." FRIDAY said.

"Hey! You might wanna put that Time Stone in your back pocket, Doc!" Tony said.

"Might wanna use it." Strange said.

Meanwhile a huge circular ship was floating near Bleecker Street.

On a bus, Miles looked out the window and saw the ship.

"Ned, hey. I need you to cause a distraction." he said tapping Ned from the seat in front of him.

"Holy shit! We're all gonna die! There's a spaceship!" Ned said.

Miles opened a window using his web shooter and got off the bus while students scrambled to the windows to see the spaceship.

"What's the matter with you kids? You've never seen a spaceship before?" Lee asked.

Miles wore his Spider-Verse mask and made his way towards the ship.

"F.R.I.D.A.Y., evac anyone south of 43rd Street, notify first responders." Tony said.

"Will do." FRIDAY said.

Then Strange stopped the ship's engine and the dust cleared and Ebony and Black Dwarf left the ship.

"Hear me, and rejoice. You are about to die at the hands of the Children of Thanos. Be thankful, that your meaningless lives are now contributing to…" Ebony said.

"I'm sorry, Earth is closed today. You better pack it up and get outta here." Tony said.

"Stone keeper… Does this chattering animal speak for you?" Ebony said looking at Strange.

"Certainly not. I speak for myself. But you're trespassing in this city and on this planet." Strange said.

"It means get lost Squidward!" Tony said.

"He exhausts me. Bring me the Stone." Ebony said.

"Banner, you want a piece?" Tony asked.

"No, not really, but when do I ever get what I want?" Bruce said.

"That's right." Tony said and Bruce tried releasing the Hulk.

Instead of Hulk coming out easily, the most that turned green was Bruce's neck.

"Been a while. Good to have you, buddy."

"I just… I need to concentrate here for one second. Come on, come on, man."

"Where's your guy?"

"I don't know. We've sort been havin' a thing."

"There's no time for a thing."

"I know."

"That's the thing right there. Let's go." Tony said and Bruce gave out a loud grunt, but failed to release the Hulk. "Dude, you're embarrassing me in front of the wizards."he said and glanced at Strange.

"Tony, I'm sorry." Bruce said. "Either I can't or he won't-" he said and stammered.

"It's okay. Hey, stand down." Iron Man said. "Keep an eye on him. Thank you." he said to Wong.

"I have him." Wong said.

"Damn it." Bruce said.

As Black Dwarf approached the team, Tony donned his Iron Man suit and defended himself and cast the Dwarf back to Ebony, who dodged him.

"Where'd that come from?" Bruce asked.

"It's nano-tech. You like it? A little somet-" Iron Man said but Ebony hurled him up and attacked the rest of the team and Wong summoned a shield.

"Dr. Banner, if the rest of your green friend won't be joining us…" Strange said and teleported him to the park.

Iron Man returned and joined the fight.

"Gotta get that stone outta here, now." Iron Man said.

"It stays with me." Strange said.

"Exactly. Bye." Iron Man said and flew away but was cut off by Black Dwarf, sending him to the park.

"Tony, you okay? How we doing? Good? Bad?" Bruce asked.

"Really, really good. Really good. Do you plan on helping out?"

"I'm trying. He won't come out." Bruce said as Black Dwarf arrived to the park and threw his hammer at him.

"Hammer." Iron Man said pushing Bruce out of the way.

Then his energy beam deflected off Black Dwarf's shield, slicing down trees while Bruce crawled under a fallen tree.

"Come on, Hulk. What are you doing to me? Come out! Come out! Come out!" Bruce said and started hitting himself.

"No!" Hulk said.

"What do you mean, "no"?"

Then Iron Man was knocked down by Dwarf, but shielded by Spider-Verse.

"Hey, man. What's up, Mr. Stark?" Spider-Man said.

"Kid, where'd you come from?" Iron Man asked.

"Field trip to MoMA." Spider-Man said then a Black Dwarf grabbed him and threw him away. "What is this guy's problem, Mr. Stark?"

"He's from space. He came here to steal a necklace from a wizard." Iron Man said.

Wong and Strange were fighting against Ebony. Ebony lifted several bricks from the ground and turned them into sharp points sending them towards Wong and Strange. The two made portals and sent them back towards Ebony. Ebony moved a car to protect himself, but one spike still hit his head, creating a cut. Wong was knocked back into rubble and a car, falling to the ground unconscious. Strange flew forward to fight Ebony but was knocked back into a building, bricks trapping him.

"Your powers are quaint. You must be popular with children." Ebony said and tried grabbing the amulet holding the Time Stone but jerked back when it burnt his hand.

"It's a simple spell but quite unbreakable." Strange said.

"Then I'll take it off your corpse." Ebony said and pulled him away from the building and threw him to the ground.

Several wires leapt around different parts of Strange's body and one cord, was slowly tightening around his neck.

"You'll find… removing a dead man's spell… Troublesome." Strange said.

"You'll only wish you were dead." Ebony said and Strange fell unconscious as Ebony moved to grab him but then The Cloak of Levitation flew Strange away. "No!"

"Kid, that's the wizard. Get on it." Iron Man said as Strange passed through the park.

"On it!" Spider-Man said and chased Strange through Manhattan but Ebony attacked him, throwing him through a billboard. "Not cool!" he said and tried to anchor Strange to a lamppost, but Ebony broke the lamppost, sending them up in the ship's tractor beam. "Mr. Stark? I'm being beamed up."

"Hang on, kid." Iron Man said and as Black Dwarf jumped towards him he was sent through a portal then turned towards Wong. "Wong, you're invited to my wedding." he said and started flying towards the large ship. "Give me a little juice, F.R.I.D.A.Y." he said and his feet thruster turn morph together into a larger one. "Unlock 17-A." he said and a pod jettisoned from the New Avengers Facility. "Pete, you gotta let go. I'm gonna catch you."

"But you said save the wizard!" Spider-Man said and pulled off his mask. "I can't breathe!"

"You're too high up. You're running out of air."

"Yeah! That makes sense." Spider-Man said and passed out, free-falling, but not before the pod reached him.

It attached itself to him, becoming the Iron Spider suit. Now being able to breathe, Spider-Man landed on a bottom part of the ship, standing up heroically.

"Mr. Stark, it smells like a new car in here!" he said.

"Happy trails, kid. F.R.I.D.A.Y, send him home." Iron Man said.

"Yup." FRIDAY said and a large parachute extended from the new suit, sending Spider-Man spiraling back to Earth.

"Oh, come on!" Spider-Man said.

Then Iron Man boarded the ship, trying to get to the main bay and keep the Time Stone out of Ebony's hands.

"Boss, incoming call from Miss Potts." FRIDAY said.

"Tony? Oh, my God. Are you all right? What's going on?" Pepper said.

"Yeah, I'm fine. I just think we might have to push our 8:30 res." Iron Man said.

"Why?"

"Just 'cause I'll… probably not make it back for awhile." he said looking at the ship around him.

"Tell me you're not on that ship."

"Yeah."

"God, no. Please tell me you're not on that ship."

"Honey, I'm sorry. I'm sorry, I don't know what to say."

"Come back here, Tony. I swear to God…"

"Pep…"

"Come back here right now! Come back!"

"Boss, we're losing her. I'm going, too…" FRIDAY said.

Back on Earth.

"Where you going?" Bruce asked.

"The Time Stone's been taken. The Sanctum remains unguarded. What will you do?" Wong asked.

"I'm gonna make a call." Bruce said holding Bucky's phone.

Wong nodded in understanding and closed the portal.

In space the Guardians of the Galaxy were traveling to investigate a distress call to the tune of 'Rubberband Man'.

"Sing it, Drax!" Quill said while dancing to the song.

Drax was snoring with his mouth open from his seat in front of him.

"Why are we doing this again?" Rocket said after yawning briefly.

"It's a distress signal, Rocket. Someone could be dying." Gamora said annoyed.

"I get that, but why are we doing it?"

"'Cause we're nice. And maybe whoever it is will give us a little cheddar cheese for our help." Quill said.

"Which isn't the point." Gamora said.

"Which isn't the point… I mean… If he doesn't pony up…" he said and pointed at her.

"We'll take his ship." Rocket said.

"B-b-b-bingo!"

"We are arriving." Mantis said adjusting a few things on the ship.

"All right, Guardians. Don't forget, this might be dangerous, so let's put on our mean faces." Quill said and looked back at Groot playing a video game. "Groot, put that thing away. Now. I don't wanna tell you again. Groot."

"I am Groot!" Groot said in a mocking tone.

"Whoa!"

"Language!" Rocket said.

"Hey!" Gamora said.

"Wow." Drax said.

"You got some acorns on you, kid." Quill said.

"Ever since you got your little sap, you're a total d-hole. Keep it up, and I'm gonna smash that thing to pieces!" Rocket said.

Groot rolled his eyes. As Rocket finished what he was saying Thanos' carnage was revealed, revealing the distress signal to be the one from the Asgardian vessel at the beginning of the movie. The Guardians found the Asgardians floating dead in space from the destruction by Thanos.

"What happened?" Mantis asked.

"Looks like we're not getting paid." Rocket said then with a thump, Thor's body was plastered to the hull of the ship. "Wipers! Wipers! Get it off." he said waving his hands.

Thor's eye opened- cut to the Guardians tending to the still unconscious Thor inside the ship.

"How the hell is this dude still alive?" Quill asked.

"He is not a dude. You're a dude. This… This is a man. A handsome, muscular man." Drax said.

"I'm muscular."

"Who are you kidding, Quill? You're one sandwich away from fat." Rocket said.

"Yeah, right."

"It's true. You have gained a little weight…" Drax said and motioned to his chin and stomach.

"What? Gamora, do you think I'm…"

"He is anxious. Angry. He feels tremendous loss and guilt." Mantis said.

"It's like a pirate had a baby with an angel." Drax said.

"Wow. This is a real wake-up call for me. Okay. I'm gonna get a Bowflex. I'm gonna commit. I'm gonna get some dumbbells." Quill said.

"You know you can't eat dumbbells, right?" Rocket said.

"It's like his muscles are made of Cotati metal fibers." Gamora said.

"Stop massaging his muscles. Wake him up." Quill said.

"Wake." Mantis said.

Then Thor awakened, frightening Mantis not recognizing them.

"Who the hell are you guys?" he asked.

Later as the Guardians stood around Thor eating soup.

"The entire time I knew Thanos, he only ever had one goal: To bring balance to the Universe by wiping out half of all life. He used to kill people planet by planet, massacre by massacre…" Gamora said.

"Including my own." Drax said.

"If he gets all six Infinity Stones, he can do it with the snap of his fingers, like this." Gamora said and snapped her fingers.

"You seem to know a great deal about Thanos." Thor said.

"Gamora… is the daughter of Thanos."

"Your father killed my brother."

"Oh, boy. Stepfather. Technically, she hates him as much as you do." Quill said and Thor softens a bit.

"Families can be tough. Look. Before my father died, he told me I had a half-sister…that he imprisoned in Hel. Then she returned home, and stabbed me in the eye, so… I had to kill her. It's life, isn't it, I guess. Goes round and round and… I feel your pain." he said.

"And I feel your pain, as well. I mean it's not a competition, but I've been through a lot. My father killed my mother, then I had to kill my father. And that was hard. Probably even harder than having to kill a sister. Plus, I, came out of it with both of my eyes-"

"I need a hammer, not a spoon…" Thor said as he tried to fiddle with machinery. "How do I open this thing? Is there some sort of a four-digit code maybe… Maybe a birth date or something…"

"What are you doing?"

"Taking your pod."

"No, you're not!" Quill said and mimicked Thor's accent. "You'll not, be taking our pod today, sir."

"Quill. Are you making your voice deeper?" Rocket said.

"No."

"You are. You're imitating the god-man. It's weird." Drax said.

"No I'm not." Quill said.

"He just did it again!" Mantis said.

"This is my voice!"

"Are you mocking me?" Thor asked stepping closer to him.

"Are you mocking me?"

"Stop it. You did it again."

"He's trying to copy me."

"Would you stop doing that? He's doing it first."

"Enough! We need to stop Thanos. Which means we need to find out where he's going next." Gamora said.

"Knowhere."

"He must be going somewhere." Mantis said

"No. Knowhere? It's a place. We've been there. It sucks. Excuse me, that's our food." Quill said to Thor as he rummaged through there food stores.

"Not anymore." Thor said.

"Thor… Why would he go to Knowhere?" Gamora said.

"Because for years, the Reality Stone has been safely stored, there with a man we call the Collector."

"If it's with the Collector, then it's not safe. Only an idiot would give that man a stone." Quill said.

"Or a genius."

"How do you know he's not going for one of the other Stones?" Gamora asked Thor.

"There's six stones out there. Thanos already has the Power Stone because he stole it last week, when he decimated Xandar. He stole the Space Stone from me when he destroyed my ship and slaughtered half my people. The Time and Mind Stones are safe on Earth. They're with the Avengers."

"The Avengers?" Quill said.

"They're Earth's Mightiest Heroes."

"Like Kevin Bacon?" Mantis said.

"…He may be on the team. I don't know. Haven't been there in a while. As for the Soul Stone, well, no one's ever seen that. No one even knows where it is. Therefore, Thanos can't get it. Therefore, he's going to Knowhere. Hence, he'll be getting the Reality Stone. You're welcome."

"Then we have to go to Knowhere now." Gamora said.

"Wrong. Where we have to go, is Nivadellir."

"That's a made up word." Drax said.

"All words are made up."

"Nidavellir is real?" Rocket said climbing on to the table. "Seriously? I mean, that place is a legend. They make the most powerful, horrific weapons to ever torment the Universe. I would very much like to go there, please."

"The rabbit is correct, and clearly the smartest among you."

"Rabbit?"

"Only Eitri the dwarf king can make me the weapon I need." Thor said to him. "I assume you're the captain, sir?"

"You're very perceptive."

"You seem like a noble leader. Will you join me on my quest to Nivadellir?"

"Lemme just ask the captain. Wait a second, it's me! Yeah, I'll go."

"Wonderful."

"Except that I'm the captain." Quill said.

"Quiet!" Rocket said.

"And that's my backpack."

"Quill, sit down."

"Look, this is my ship. And I'm not going to… Wait, what kind of weapon are we talking about here?" Quill said to Thor.

"The Thanos killing kind." Thor said.

"Don't you think that we should all have a weapon like that?"

"No. You simply lack the strength to wield them. Your bodies will crumble as your minds collapse into the madness."

"Is it weird that I wanna do it even more now?" Rocket asked.

"A little bit. Yeah."

"If we don't go to Knowhere and Thanos retrieves another stone, he'll be too powerful to stop." Gamora said.

"He already is."

"got it figured out. We got two ships, and a large assortment of morons. So me and Groot will go with the pirate-angel here, and the morons will go to Knowhere to try and stop Thanos. Cool? Cool." Rocket said.

"So cool."

"For the record… I know that you're only going with him because it's where Thanos isn't." Quill said to Rocket.

"You know, Quill, you shouldn't talk that way to your captain." Rocket said as he entered the pod. "Come on, Groot. Put that game down. You'll rot your brain."

"I bid you farewell and good luck, morons. Bye." Thor said.

In Scotland, Vision and Wanda were in an apartment on vacation and Wanda was in bed while Vision was in a human glamour, watching out a window holding his hand to the Mind Stone in pain.

"Vis? Is it the stone again?" Wanda asked.

"It's as if it's speaking to me." Vision said.

"What does it say?"

"I don't... I don't know. But something…" he said and she put her hand to the Mind Stone confused. "Tell me what you feel."

"I just feel you." she said and he took her hand and kissed it.

Then they kissed.

Later they were going on a stroll.

"So there's a 10 AM to Glasgow to give us more time together before you went back." Wanda said.

"What if I miss that train?" Vision asked.

"There is an 11."

"What if I missed all the trains? What if this time, I didn't go back?"

"You gave Stark your word."

"I'd rather give it to you."

"There are people who are expecting me too, you know. We both made promises."

"Not to each other. Wanda… For two years, we've stolen these moments, trying to see if this could work. And... I don't know. You know what, I'm just gonna speak for myself. - I, I... I think..."

"It works."

"It works."

"Then stay. Stay with me. (a pause) Or not. If I'm overstepping…"

Suddenly Wanda noticed the TV in a nearby bar announcing the invasion of New York, and the disappearance of Tony.

"What are they?" she asked.

"What the stone was warning me about. I have to go." he said.

"No, Vision. Vision, if that's true… Then maybe going isn't the best idea."

"Wanda, I…" he said when Corvus Glaive appeared behind him, stabbing him through the back.

"Vision!" she said when Proxima Midnight attacked her from behind, knocking her away and Corvus pinned Vision down using his weapon in an attempt to extract the mind stone from his head.

Then Wanda blast both of them away and propelled Vision and herself into a nearby courtyard where they rest in an alleyway.

"The blade. It stopped me from phasing." Vision said.

"Is that even possible?" Wanda asked.

"It isn't supposed to be. My systems are failing. I'm beginning to think... we should have stayed in bed." he said when Corvus arrived, knocking Wanda aside and grabbing Vision.

"Vis!" Wanda said and Corvus flew away with Vision, pinning him against a wall.

Meanwhile, Proxima engaged Wanda and they started to fight.

"Give up the Stone, and she lives." Corvus said to Vision who flew with Corvus to the roof of a church.

Meanwhile Proxima and Wanda were still fighting below while Vision shot a beam from the mind stone at Corvus, who used his glaive to deflect it back at him, causing him to slam into the wall behind him.

Down below, Wanda heard a cry from Vision. Finally knocking Proxima away with her magic, she flew up to the roof where Corvus pinned Vision and was again trying to remove the mind stone. Then she cast a bolt of magic throwing him back through the wall and down a shaft.

"Hands off." Wanda said and used her magic to propel her and Vision away.

Below, Proxima recovered and was shooting a bolt from her weapon, causing them to fall from the air and down through the roof of a train station beneath them while Wanda crawled over to Vision.

"Come on. Come on. Come on, you gotta get up. You gotta get up. Come on. Hey. Hey. We have to go." Wanda said.

"Please. Please leave." Vision said.

"You asked me to stay... I'm staying."

"Please."

"Get up."

Behind them, Proxima and Corvus landed and advanced on Wanda standing in front of Vision when a train passed behind Wanda, and they all paused as if aware of another's presence. As the last train car passed, a silhouette against the back wall. Proxima threw her weapon, but it was quickly caught by Bucky stepping into the light.

While they were distracted, Falcon swooped in and kicked Proxima to the next room. Swooping around, he fired on Corvus. At the same time, Bucky threw Proxima's weapon to Black Widow who engaged Corvus, stabbing him in the gut and flinging him backwards. Proxima had now recovered and summoned her weapon back to her hand attacking them both simultaneously. While the three fought, Falcon flew in and kicked Proxima backwards where she crouched down beside Corvus.

"Get up." Proxima said to Corvus.

"I can't." Corvus said.

"We don't wanna kill you. But we will." Black Widow said.

"You'll never get the chance again." Proxima said and he and Corvus left as they were beamed up.

"Can you stand?" Falcon asked Vision.

"Thank you, General." Vision said and Bucky nodded.

"Let's get you on the jet and somewhere safe." Bucky said.

"I thought we had a deal. Stay close, check in. Don't take any chances." Black Widow said closing the doors to the Quinjet, while addressing Wanda.

"I'm sorry. We just wanted time." Wanda said.

"Where to, Buck?" Falcon asked.

"Home." Bucky said.

Young Gamora was at her home planet during Thanos' massacre being was separated from her mother.

"Shhh. We'll be safe. We'll be safe." Gamora's mother said to Young Gamora.

Gamora screeched and a Child of Thanos found them and separated them.

"Zehobereans…" Ebony said.

"Mother!" Young Gamora said as she was dragged away.

"Choose a side, or die."

"Mother!" she said and pulled away from the one dragging her and punched him as he left.

"One side, for reservation. The other, an honor…"

Young Gamora approached Thanos, desperate to find her mother.

"What's wrong, little one?" Thanos asked.

"My mother. Where is my mother?" Young Gamora said.

Thanos knelt down to her.

"What's your name?" he asked.

"Gamora."

"You're quite the fighter, Gamora. Come. Let me help you." he said then took her hand and lead her to a pavilion, where he produced 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."

"Now go in peace, and meet your Maker." Ebony said.

One half of the crowd was shot down. They screamed and Young Gamora turned but Thanos prevented her from seeing the massacre.

"Concentrate. There! You've got it." Thanos said.

On the Guardians'' ship.

"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-" Quill said.

"I need to ask a favor." Gamora said.

"Yeah, sure."

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

"Which is what the grenades are for." he said. "I'm sorry. What's the favor?" he said and she silenced him with a look.

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

"What?" he said confused.

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

"What do you know?"

"If I tell you, you'd know, too."

"If it's so important, shouldn't I?"

"Only if you wanna die."

"Why does somebody always have to die in this scenario?"

"Just… trust me. And possibly, kill me."

"I mean, I'd like to. I really would…" he said and she silenced him by covering his mouth with her hand.

"Swear to me. Swear to me on your mother."

"Okay." he said and they kissed, until an odd crunching sound startled them.

Drax was standing in the corner.

"Dude! How long have you been standing there?" Quill asked.

"An hour." Drax said.

"An hour? Are you serious?"

"I've mastered the ability, of standing so incredibly still… That I've become invisible to the eye. Watch." Drax said and stood motionless until he ate more of his snack.

"You're eating a zark nut."

"But my movement… So slow… And it's imperceptible."

"No." Quill said and he and Gamora shook their head.

"I'm sure I'm invisible."

"Hi, Drax." Mantis said.

"Damn it." Drax said and they landed in Knowhere, searching of Thanos. "I'm reading movement. From the third quadrant."

"Yep. I'm picking that up, too." Quill said. "Let's put it down right here."

The group entered the Collector's collection room, which was in ruin. Thanos was threatening the Collector while the Guardians hid behind the rubble.

"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." Thanos said.

"I told you. I sold it. Why would I lie?" Collector said.

"I imagine it's like breathing for you."

"Like suicide."

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

"I didn't know what it was."

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

"Today…" Drax said.

"Drax. Drax."

"…he pays for the deaths of my wife and daughter."

"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."

"No. No. For Ovette. For Camaria."

"Sleep." Mantis said and Drax was knocked out, causing a ruckus.

"Okay. Gamora, Mantis, you go right. I'm…" he said and Gamora moved towards Thanos. "The other right!" she said and attacked him stabbing him twice, seemingly killing him.

"Why? Why you? Daughter…" Thanos said and fell down, holding his hand out to her, blood pooling out from his neck wound.

Then Gamora broke down in tears.

"That was quick." Quill said.

"Magnificent! Magnificent! Magnificent!" Collector said.

Suddenly, Thanos' disembodied voice filled the room, and the scene disappeared everything was leveled, and Thanos was more than alive. He has the Reality stone in the Infinity gauntlet.

"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." he said.

"You knew I'd come." Gamora said.

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

"Thanos!" Drax said.

With a flick of his hand, both Drax and Mantis were 'destroyed' in rather comical ways. Thanos grabbed Gamora.

"Let her go, Grimace!" Quill said.

"Peter…" Gamora said.

"I told you to go right."

"Now? Really?"

"You let her go!"

"Ah, the boyfriend." Thanos said.

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

"Peter…" Gamora said.

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

"Not him." she said and he hesitates and didn't shoot. "You promised! You promised."

"Oh, daughter. You expect too much from him." Thanos said. "She's asked, hasn't she? Do it." he said to Quill and shoved her towards his gun, egging him on. "Do it!" he said and shoved Gamora towards Quill's gun egging him on.

"I told you to go right." Quill said and started tearing up.

"I love you, more than anything." Gamora said.

"I love you, too." he said and pulled the trigger but a stream of bubbles came out.

Thanos was playing him.

"I like you." Thanos said and teleported he and Gamora away as a stunned Quill watched as his friends recover from their 'deaths'.

Back on Earth Rhodey dealt with the red tape.

"Still no word from Vision?" Ross said.

"Satellites lost him somewhere over Edinburgh." Rhodey said.

"On a quinjet with General Barnes leading them?"

"Bucky will find him sir. He's been down this route plenty of times over the years. From WWII, SHIELD, The Avengers, he's got this."

"You better be right Colonel." Ross said then heard someone's throat be cleared and looked to see Bucky standing there with his arms crossed.

"Did you just underestimate me Mr. Secretary?" Bucky asked with an eyebrow up and the rest of the team next to him.

"General Barnes."

"Thaddeus." Bucky said nodding and everyone looked at him.

"How the hell do you know his name?" Sam asked and Bucky looked at him.

"Who do you think is the reason he's a damn Secretary now?" Bucky asked and it hit them all.

"Damn!" Sam and Rhodey said together and looked at Ross who nodded.

"Anyway, we've got something more important to do Thaddeus. Nice talking to you." Bucky said and walked over to the hologram.

"Hey wait-" Ross started but Bucky turned it off.

"Son of a bitch." Bucky said rubbing his forehead. "He was always a jackass. Even when he was a damn Privet." he said, sighed and looked at Bruce. "Alright Bruce, what is it you wanted to tell us?"

A few minutes later they were in another room.

"So we gotta assume they're coming back, right?" Rhodey said.

"And they can clearly find us." Wanda said.

"We need all hands on deck. Where's Clint?" Bruce asked.

"After Laura had Nathanial he retired as an Avenger." Natasha said.

"He still works for SHIELD to pay the bills but mostly does paperwork. He's mostly doing my paperwork actually while I do the missions." Bucky said and they looked at him. "It, it felt weird at first. It felt like he was being my damn secretary instead of one of my best agents to be honest." he said and they chuckled. "But I understand. He just wants to be there for his family, watch his kids grow up." He said thinking about what he could've done if he hadn't had that miscarriage all those years ago.

"Mostly Bucky works with me these days."

"Okay, look… Thanos has the biggest army in the universe. And he is not gonna stop until he... he gets... Vision's Stone." Bruce said.

"Well then, we have to protect it."

"No, we have to destroy it." Vision said and they looked at him. "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." he said addressing Wanda as he neared her.

"And you, with it. We're not having this conversation." Wanda said.

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

"That's too high a price."

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

"But it should. We don't trade lives, Vision." Bucky said.

"General, you have been sacrificing your life everyday for the last 73 years. From being Sergeant Barnes shipped off to England with the 107th at World War Two to being the leader of this group. And over these years you and your friend Captain Rogers have saved millions of people but in different ways. Tell me, why is this any different?" Vision said walking towards Bucky.

Then Bucky took a deep breath knowing he was right.

'God, he reminds me of Peggy right now.' he thought.

"Because you might have a choice. Your mind is made up of a complex construct of overlays. J.A.R.V.I.S., Ultron, Tony, me, the Stone. All of them mixed together. All of them learning from one another." Bruce said.

"You're saying Vision isn't just the stone?" Wanda said.

"I'm saying that if we take out the stone, there's still a whole lot of Vision left. Perhaps the best parts."

"Can we do that?" Natasha asked.

"Not me. Not here."

"Then where can we go?" Rhodey said and Bucky thought.

"I think I know somewhere to go." Bucky said nodding and they looked at him.

At Wakanda, T'Challa and Okoye were walk together with two Wakandan soldiers.

"You'll have the Kingsguard, and the Dora Milaje have been alerted." Okoye said.

"And the Border Tribe?" T'Challa said.

"Those that are left."

"Send word to the Jabari as well. M'Baku likes a good fight."

Meanwhile Ebony was interrogating Strange.

"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…judgement. Give me… the stone." Ebony said interrogating Strange.

Iron Man was watching, hidden, from above. Then Strange's cloak tapped Tony on the arm. He raised his hand to it, ready to shoot, but saw what it was and stood down.

"Wow you're a seriously loyal piece of outerwear, aren't you?" he said.

"Yeah, uh, speaking of loyalty…" someone said.

"What the-"

"I know what you're gonna say." Spider-Man said.

"You should not be here."

"I was gonna go home-"

"I don't wanna hear it."

"But it was such a long way down and I just thought about you on the way-"

"And now I gotta hear it."

"…And I 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 I'm here."

"What did you just say?" Iron Man asked seriously.

"I take that back. And now I'm here in space."

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

"No. I did think this through."

"You could not have possibly thought this through."

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

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

"Um. Okay. Okay…uh…did you ever see that really old movie, Aliens?"

Back to Ebony interrogating Strange.

"Painful aren't they? They were originally designed for microsurgery. And any one of them…" Ebony said and turned to see Tony in his Iron Man suit standing there."…could end your friend's life in an instant."

"I gotta tell you, he's not really my friend. Saving his life is more a professional courtesy." Iron Man said.

"You've saved nothing. Your powers are inconsequential compared to mine."

"Yeah, but the kid's seen more movies." Iron Man said and fired a rocket from his shoulder which pierced the side of the ship and started sucking everything out.

Strange started to be sucked out, but his cape wrapped around his arm. Unfortunately, his arm slipped from it and he kept going. Then Spider-Man shot a web strand at him with one hand and held onto a piece of the ship with the other. It broke, sending them both towards space when his Iron-Spider suit's metal arms brace him to keep him from being sucked out.

"Yes! Wait what are those!" Spider-Man said then pulled them back inside just as Iron Man sprayed nanites onto the hole to plug it up.

Then Spider-Man and Strange safely hit the floor.

Ebony was floating in space, quite dead. Spider-Man stood and tried to shake Strange's cape's "hand".

"Hey, we haven't officially met." Spider-Man said but it ignored him and went to Strange. "Cool."

"We've gotta turn this ship around." Strange said.

"Yeah. Now he wants to run. Great plan." Iron Man said.

"No, I want to protect the stone."

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

"For what? Nearly blasting me into space?"

"Who just saved your magical ass? Me."

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

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

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

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

"I'm backup." Spider-Man said.

"No. You're a stowaway. The adults are talking."

"I'm sorry, I'm confused as to the relationship here. What is he, your ward?" Strange said.

"No. I'm peter, by the way." Spider-Man said.

"Doctor Strange."

"Oh we're using our made-up names. Um…I'm Spider-Man, then."

"This ship is self-correcting its course. Thing's on autopilot." Iron Man said.

"Can we control it? Fly us home?" Strange asked but Iron Man didn't make eye contact. "Stark?"

"Yeah."

"Can you get us home?"

"Yeah I heard you. I'm thinking…I'm not so sure we should."

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

"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 out 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?"

"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."

"Nice. Good. Moral compass. We're straight." Iron Man said and turned Spider-Man and put his outstretched arm briefly on either shoulder "Alright, kid. You're an Avenger now."

Spider-Man looked at him in disbelief, then smiled and nodded in satisfaction.

Meanwhile Gamora and Thanos were aboard Thanos's ship and Thanos brought a little cup of food and held it out to her.

"I thought you might be hungry." Thanos said.

Gamora took it, the hurled it across the room where it banged against his chair with a loud clack.

"I always hated that chair." Gamora said.

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

"I hated this room. This ship. I hated my life."

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

"I was a child when you took me."

"I saved you."

"No. No. We were happy on my home planet."

"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."

"Because you murdered half the planet."

"A small price to pay for salvation."

"You're insane."

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

"You don't know that!"

"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."

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

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

"I'm sorry I disappointed you."

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

Then a large metal door opened. Thanos and Gamora stood there as a set of inner doors made of interlacing metal slide away. Inside, Nebula was suspended horizontally in the air in the middle of the room.

"Nebula." Gamora said.

Nebula had been partially disassembled still living, yet still slightly connected to each of her parts.

"Don't do this."

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

"Please don't do this."

"And very nearly succeeded. So I brought her here. To talk." he said and curled in both the power and space stones, causing Nebula's already extended pieces to stretch further outward.

Then she started to scream.

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

Thanos signaled a nearby servant who tapped on a control pad. Nebula's voice said, "Accessing memory files" and a sort of hologram of Gamora's face shuddered to life.

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

"He can never get them all." Memory Gamora said.

"He will!"

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

"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?" Thanos said said to Gamora and kept torturing Nebula for several seconds, Gamora wincing at her screams.

"Vormir!" she said and he stopped and Nebula gasped in air.

Then Gamora went to her and caressed her face.

"The Soul Stone is on Vormir." she said.

"Show me." Thanos said.

At the pod where Thor, Rocket and Groot were.

"I am Groot." Groot said irritably.

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

"I am Groot."

"Tree, pour what's in the cup out in space, and go in the cup again." Thor said looking out the window.

"You speak Groot?" Rocket said.

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

"I am Groot." Groot said shortly.

"You'll know when we're there. Nivadellir's forge harnesses the power of a blazing neutron star." Thor said. "It's the birth place of my hammer. It's truly awesome." he said nostalgically.

Rocket turned to see Thor sitting sadly beside the window, and sighed.

"Okay, time to be the captain." Rocket said and walked to a console near by Thor. "So, dead brother, huh? Yeah, that can be annoying."

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

"And you said your sister and your dad?"

"Both dead."

"Still got a mom, though?"

"Killed by a dark elf."

"A best friend?"

"Stabbed through the heart."

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

"Absolutely. Rage, vengeance, anger, loss, regret…They're all tremendous motivators. They really clear the mind. So I'm good to go." Thor said smiling widely.

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

"Well, he's never fought me."

"Yeah, he has."

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

"Better be some hammer."

"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."

"And what if you're wrong?"

"If I'm wrong then what more could I lose?" Thor said and stood and set himself at the front of the pod, beside Groot.

"I could lose a lot. Me personally. I could lose a lot." Rocket said and took 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 said and gave Thor the eyeball.

"What's this?" Thor asked.

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

"He gave you his eye?"

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

"Thank you, sweet rabbit." Thor said and kept putting the eyeball in his socket.

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

"I don't think this thing works. Everything seems dark." Thor said smacking his palm against the side of his head.

"It ain't the eye."

Nivadellir was dark and motionless as the three near it.

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

Later inside the forge, Thor, Rocket and Groot walked through a seemingly abandon, and cluttered room.

"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…" Rocket said.

"This forge hasn't gone dark in centuries…" Thor said.

"You said Thanos had a gauntlet, right?" Rocket said looking to a pedestal.

"Yes. Why?"

"Look anything like that?"

"I am Groot." Groot said.

"Go back to the pod."

Suddenly a large figure storms towards them fiercely.

"Eitri, wait! Stop! Stop." Thor said.

"Thor?" Eitri said.

"What happened here?"

"You were supposed to protect us. Asgard was supposed to protect us!"

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

Eitri paused 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.""

"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."

Meanwhile Nebula was suspended in the interrogation room while a guard put her back together. Nebula ejected her eyepiece; disposing of the guard when he came to replace it. Then she walked to a console, dragging her dislocated metal foot behind her, and inputs a code.

"Mantis, listen very carefully. I need you to meet me on Titan." Nebula said.

Meanwhile Spider-Man, Iron Man and Strange were aboard the ship.

"Hey, what's going on?" Spider-Man asked Iron Man.

"I think we're here. I don't think this rig has a self-park function." Iron Man said and instructing Spider-Man to put his arm in the machine for piloting. "Get your hand into this steering gimbal. Close those around it. You understand?"

"Yep, got it."

"This was meant for one big guy, so we gotta to move at the same time."

"Okay. Okay. Ready."

"We might wanna turn."

"Turn! Turn! Turn!" Spider-Man said and Strange created a shield around them to prevent them from being killed in the landing.

The ship, now partially gone, landed on Titan.

"You alright?" Iron Man asked Strange. "That was close. I owe you one."

Then Spider-Man descended from above in spider-like fashion.

"Let me just say, if aliens wind up implanting eggs in my chest or something… And I end up eating you, I'm sorry." he said.

"I don't wanna hear another single pop culture out of you for the rest of the trip. You understand?" Iron Man asked pointing at him.

"I'm trying to say that something is coming."

Then a grenade rolled into view, and Spider-Man, Strange and Iron Man got back and Star-Lord, Drax, and Mantis appeared in the doorway.

"Thanos!" Drax yelled.

The Cloak of Levitation flew at Drax's face and whipped him around. Star-Lord pinned Iron Man to the wall with a magnetic disc.

"Whoa, whoa, whoa, whoa! Please don't put your eggs in me!" Spider-Man said crawling backward from Mantis.

Then he webbed her' arms to her body, and Star-Lord flew at him front the side, kicking him down.

"Stay down, clown." Star-Lord said.

Iron Man flew at the flying Star-Lord as Spider-Man extended his spider legs and jumped at him, but Star-Lord threw an electric cord that wrapped around him sending him to the ground.

"Die, blanket of death!" Drax said struggling with the Cloak of Levitation.

Iron Man pulled free of the magnet and they pulled weapons on each other. Star-Lord had Spider-Man in a head-lock, while Iron Man stood over Drax with a gun, and Strange stood ready near Mantis.

"Everybody stay where you are. Chill F out." Star-Lord said and Quill powered off his helmet. "I'm gonna ask you this one time. Where's Gamora?"

"Yeah, I'll do you one better. Who's Gamora?" Iron Man asked.

"I'll do you one better! Why is Gamora?" Drax asked.

"Tell me where the girl is, or I swear to you, I'm gonna French fry this little freak." Star-Lord said.

"Let's do it! You shoot my guy, I blast him. Let's go!" Iron Man said and extended his nanotech gun.

"Do it, Quill! I can take it." Drax said.

"No he can't take it!" Mantis said.

"She's right. You can't." Strange said.

"Oh yeah? You don't wanna tell me where she is? That's fine. I'll kill all three of you and beat it out of Thanos myself." Star-Lord said. "Starting with you." he said to Spider-Man.

"Wait, what, Thanos? All right, let me ask you this one time. What master do you serve?"

"What master do I serve? What am I supposed to say? "Jesus"?"

"You're from Earth?" Iron Man said.

"I'm not from Earth. I'm from Missouri."

"Yeah, that's on Earth dip-shit. What are you hassling us for?"

"So, you're not with Thanos?" Spider-Man said.

"With Thanos?" Star-Lord said. "No, I'm here to kill Thanos. He took my girl- Wait, who are you?" he scoffed.

"We're the Avengers, man."

"Oh."

"You're the ones Thor told us about." Mantis said.

"You know Thor?!" Iron Man said.

"Yeah. Tall guy, not the good-looking, needed saving." Star Lord said.

"Where is he now?" Strange asked.

At Nivadellir Eitri was showing Thor, Rocket and Groot the mold for Stormbreaker.

"This is plan? We're gonna hit him with a brick?" Rocket said.

"It's a mold. A king's weapon. Meant to be the greatest in Asgard. In theory, it could even summon the Bifrost." Eitri said.

"Did it have a name?" Thor asked.

"Stormbreaker."

"That's a bit much." Rocket said.

"So how do we make it?" Thor asked

"You'll have to restart the forge. Awaken the heart of a dying star."

"Rabbit, fire up the pod."

On the Titan Star-Lord was measuring the planet's tilt and Mantis was jumping in the low gravity.

"The hell happened to this planet? It's eight degrees off its axis. Gravitational pull is all over the place." Star-Lord said.

"Yeah, we got one advantage. He's coming to us. We'll use it. All right, I have a plan. Or at least the beginnings of one. It's pretty simple. We draw him in, pin him down, get what we need. Definitely don't wanna dance with this guy. We just need the gauntlet." Iron Man said. said and Drax yawned. "Are you yawning? In the middle of this, while I'm breaking it down? Huh? Did you hear what I said?"

"I stopped listening after you said, "We need a plan."" Drax said.

"Okay, Mr. Clean is on his own page." Iron Man said Quill.

"See, "not winging it" isn't really what they do." Quill said.

"Uh, what exactly do they do?" Spider-Man asked.

"Kick names, take ass." Mantis said

"Yeah, that's right." Drax said quietly as he shift to a commanding position beside Mantis.

"Alright, just get over her, please. Mr. Lord can you get your folks to circle up?" Iron Man said and stood up for a minute with an expression of hopelessness.

"Mr. Lord." Star-Lord is fine." Star-Lord said motioning to Drax and Mantis.

"We gotta coalesce. 'Cause if all we come at him with is a plucky attitude.."

"Dude, don't call us plucky. We don't know what is means. Alright, we're optimistic, yes. I like your plan. Except it sucks, so let me do the plans, and that way it might be really good." Star-Lord said.

"Tell him about the dance-off to save the universe." Drax said.

"What dance-off?" Iron Man asked.

"It's nothing." Star-Lord said.

"Like in Footloose, the movie?" Spider-Man said.

"Exactly like Footloose. Is it still the greatest movie in history?" Quill said excitedly.

"It never was." Spider-Man said and Star-Lord frowned sadly at him.

"Don't encourage this, alright?" Iron Man said.

"Okay."

"We're getting no help from Flash Gordon here."

"Flash Gordon? By the way, that's a compliment. Don't forget, I'm half human." Star-Lord said and pointed at Iron Man and Spider-Man. "So that 50% of me that's stupid… That's 100% you."

"Your math is blowing my mind."

"Excuse me, but…Does your friend often do that?" Mantis asked.

Meanwhile Strange was sitting cross-legged, his hands poise in a mystic gesture with the Time Stone suspended between them. His eyes were closed, and his head was jerking rapidly from side to side.

"Strange, we alright?" Iron Man asked as Strange seemed to snap out of it as he started forward, letting out a cry. "You're back. You're alright. Hi."

"Hey, what was that?" Spider-Man asked

"I went forward in time to view alternate futures. To see all the possible outcomes of the coming conflict." Strange said breathlessly.

"How did you see?" Quill asked.

"14,000,605."

"How many did we win?" Iron Man asked and Strange paused a while.

"One."

At Vormir Thanos and Gamora had just appeared outside a mountain.

"The stone had better be up there…For your sister's sake." Thanos said.

Inside the mountain they stood before a cloaked, faceless figure there to guard the way.

"Welcome, Thanos, son of Eros. Gamora, daughter of Thanos." Stonekeeper said.

"You know us?" Thanos said.

"It is my curse to know all who journey here."

"Where's the Soul Stone?"

"You should know…It extracts a terrible price."

"I am prepared."

"We all think that at first." Stonekeeper said and the figure glided farther out of the shadows revealing to be Red Skull. We are all wrong."

Soon Red Skull was leading Thanos and Gamora to an outside pinnacle.

"How is it you know this place so well?" Thanos asked.

"A lifetime ago, I, too, sought the stones. I even held one in my hand. But it cast me out, banished me here. Guiding others to a treasure I cannot possess." Red Skull said and they came to the edge of mountaintop, and stopped at the precipice. "What you seek lies before you. As does what you fear."

"What's this?"

"The price. Soul hold a special place among the Infinity Stones. You might say it has a certain wisdom."

"Tell me what it needs."

"To ensure that whoever possesses it… Understands its power… The stone demands a sacrifice."

"Of what?"

"In order to take the stone you must lose that which you love. A soul…For a soul."

Gamora started to laugh at the irony of the situation.

"All my life, I dreamed of a day…A moment when you would get what you deserved. And I was always so disappointed. But now…You kill and torture…And you call it mercy. The universe has judged you. You asked it for a prize, and it told you no. You failed. And do you wanna know why? Because you love nothing. No one." she said.

"No." Thanos said turning to face her with tears in his eyes.

"Really? Tears?"

"They're not for him." Red Skull said.

Gamora looked at him and realized what was about to happen.

"No. This isn't love." she said.

"I ignored my destiny once. I cannot do that again. Even for you. I'm sorry, little one." Thanos said and grabbed her by the arm and took her to the precipice.

"No!" she said and tried break from his grasp but he soon threw her over the side, and watched sorrowfully as she fell to her death.

A few seconds later Thanos was lying in water. He opened his hand and saw he now has the Soul Stone.

On the Quinjet Sam was piloting Rhodey, Bucky, Natasha, Wanda, and Vision,

"Drop to 2600, heading 0-3-0. I hope you're right about this, Bucky. Or we're gonna land a lot faster than you want to." Sam said and the Quinjet passed through a force field into Wakanda.

"When you said we were going to open Wakanda to the rest of the world...This is not what I imagined." Okoye said walking with T'Challa and a band of his guards.

"And what did you imagine?" T'Challa asked.

"The Olympics. Maybe even a Starbucks." she said and t occupants of the Quinjet descended the ramp.

"Should we bow?" Bruce asked Rhodey.

"Yeah, he's a king." Rhodey said.

"It's uh, it's been a while." Bucky said shaking T'Challa's hand while Bruce bowed in front of him.

"What are you doing?"

"Uh, we don't do that here." T'Challa said dissuaded with a motion of his hand. "So how big of an assault can we expect?" he asked and they started walking back the way it came to greet the guests.

"Uh, sir, I think you can expect quite a big assault." Bruce said.

"How we looking?" Natasha said.

"You will have my King's Guard, the Border Tribe and the Dora Milaje." T'Challa said.

A few minutes later they were inside Shuri's lab and Vision was laying on a table, while Bruce and Shuri stood over him, and the others watched Shuri scanning the stone, and studying the hologram.

"Whoa. The structure is polymorphic." Shuri said.

"Right, we had to attach each neuron non-sequentially." Bruce said.

"Why didn't you just reprogram the synapses to work collectively?" she asked and they just stared for a minute.

"Because, we didn't think of it."

"I'm sure you did your best." she said smiling.

"Can you do it?" Wanda asked.

"Yes, but there are more than two trillion neurons here. One misalignment could cause a cascade of circuit failures." Shuri said. "It will take time, brother." she said to T'Challa.

"How long?" Bucky asked.

"As long as you can give me." She said and he nodded.

"Something's entered the atmosphere." Okoye said looking at a device that just alerted her.

Outside Falcon was standing and looking up a the sky.

"Hey, Buck, we got a situation here." Falcon said over the comm and the defense shield around Wakanda destroyed one of the vessels entering the atmosphere. "We got more incoming outside the dome."

"It's too late. We need to destroy the stone now." Vision said appearing beside the window with the others.

"Vision, get your ass back on the table." Black Widow said turning toward Vision.

"We will hold them off." T'Challa said.

"Wanda, as soon as the stone's out of his head... you blow it to hell." Bucky said to Wanda.

"I will." Wanda said.

"Evacuate the city. Engage all defense procedures." T'Challa said.


Later at the Wakandan battlefield carrierd hover over the ground with Wakandan soldier, Black Widow and Bucky on board, and Bruce in the Hulkbuster.

"How we looking, Bruce?" Black Widow asked.

"Yeah, I think I'm getting the hang of it. Wow! It's like being the Hulk without actually-" Bruce said while walking. "I'm okay. I'm okay." he said, stumbled on a rock and a carrier went by, from which Okoye gave him a dubious look and he stood up.

"I got two heat signatures breaking through the tree line." Falcon said.

Then M'Baku of the Jubari rallied his soldiers with a war cry and stopped as T'Challa neared him.

"MAYEFA YA HU! MAYEFA YA HU! MAYEFA YA HU! MAYEFA YA HU! MAYEFA YA HU!" Jabari Warriors yelled.

"Thank you for standing with us." T'Challa said.

"Of course, brother." M'Baku said.

Then T'Challa, Bucky, and Black Widow walked to the edge of the barrier, where Proxima and Obsidian Cole stood.

"Where's your other friend?" Black Widow asked.

"You will pay for his life with yours. Thanos will have that stone." Proxima said.

"That's not gonna happen." Bucky said.

"You are in Wakanda now. Thanos will have nothing but dust and blood." T'Challa said.

"We... have blood to spare." Proxima said, raised her right arm with a cry and several large ships emerged from the forest behind her.

Then T'Challa, Bucky and Black Widow returned to the front line and T'Challa lead the Wakandans in the war cry "Yibambe!" telling them to hold fast as the Outriders bound toward the barrier.

"Shit." Bucky said and hit his earpiece. "Nick." he said but got nothing. "Nick?" he repeated but got nothing. "Damnit." he muttered.

"Looks like we pissed her off." Black Widow said and looked at Bucky. "Anything?"

"Nothing." he said shaking his head. "I'll keep trying though." he said and she nodded.

'We might need to call a certain someone for this though.' he thought as T'Challa commanded the soldiers to engage their shields.

"They're killing themselves." Okoye said watching the Outriders bombard the dome only a few getting through.

"You seen the teeth on those things?" Falcon said sending Redwings into the fight as her Lew.

"Alright, back up, Sam. You're gonna get your wings singed." War Machine said, flew over a section breached and dropped a barrage of mines.

"Bucky, if these things circle the perimeter and get in behind us...There's nothing between them and Vision."

"Then keep 'em in front of us Sergeant!" Bucky said snapping into General mode.

It always worried Sam when that happened but he knew he didn't have time to fix that right now. Right now he had to be Falcon, not Councilor.

"How do we do that?" Okoye asked T'Challa.

"We open the barrier." T'Calla said putting his hand to his ear. "On my signal, open North-West Section Seventeen."

"Requesting confirmation, my King. You said open the barrier?" Dome Control said,

"On my signal."

"This will be the end of Wakanda." M'Baku said to Okoye.

"Then it will be the noblest ending in history." Okoye said and the section of the barrier was opened.

"WAKANDA FOREVER!" T'Challa yelled and crossed his hands over his chest as his Black Panther helmet covered his face, leading the army as they ran toward the barrier and he and Bucky were at the front of the advancing army. "Now!" he said and the section in the barrier disappeared and the Outriders charged at them. "How much longer, Shuri?" he asked over the comm.

"We've barely begun, brother." Shuri said.

"You might want to pick up the pace."


At Wakanda the Avengers and Wakandans were struggling against the Outriders when a large beam of light landed nearby, and they stop to look up as the axe flew through the air, electrocuting the Outriders and Thor appeared with his new axe Stormbreaker, alongside Rocket and Groot.

"AH-hahaha! You guys are so screwed now!" Bruce said laughing with joy.

"BRING ME THANOS!" Thor said and charged toward the hoards of Outriders, followed by Groot and Rocket.

On the Titan Thanos appeared in front of Strange appearing to be the only one there.

"Oh, yeah, you're much more of a "Thanos"." Strange said,

"I take it the Maw is dead. This day extracts a heavy toll. Still, he accomplished his mission." Thanos said.

"You may regret that. He brought you face-to-face with the Master of the Mystic Arts."

"And where do you think he brought you?" Thanos asked while Star-Lord was near by behind wreckage with his weapon ready, and Spider-Man was above the structure where Strange sat.

"Let me guess. Your home?"

"It was. And it was beautiful." Thanos said smiling reminiscently. "Titan was like most planets. Too many mouths, and not enough to go around. And when we faced extinction, I offered a solution." he said and used the Reality Stone to show Strange Titan before it was destroyed.

"Genocide."

"But at random, dispassionate, fair to rich and poor alike. They called me a madman. And what I predicted came to pass." Thanos said and the illusion faded into the true state of Titan.

"Congratulations. You're a prophet."

"I'm a survivor."

"Who wants to murder trillions."

"With all six stones, I could simply snap my fingers, and they would all cease to exist. I call that… mercy."

"And then what?"

"I finally rest... and watch the sun rise on a grateful universe. The hardest choices require the strongest wills."

"I think... you'll find... our will..." Strange said using his hand motions. "equal to yours."

"Ours?" Thanos said and looked up in time to a see a chunk of wreckage coming down on him, and tried to use the Power to stop, but was too late.

"Piece of cake, Quill." Iron Man said flying in.

"Yeah, if your goal was to piss him off!" Star Lord said flying in from over the other side.

The wreckage on top of Thanos erupted, the pieces glowing with purple. He shouted as he used the Power Stone to force the pieces at Iron Man. Spider-Man webbed his eyes, and swung in the kick him in the face. Then Strange summoned a blade, but Thanos stopped it with his hand, and tore the web from his eyes. He advanced on Strange, and kicked him just as Strange summoned a shield, absorbing the force of his blow, but knocking him back. Star-Lord shot Thanos from behind, and Thanos used the Power Stone to shoot balls on energy at Star-Lord while he advanced by the steps Strange formed in the air, and put an electric mine on his back. Then he turned to Star-Lord, as he disengaged his helmet and dove backward into a portal, flipping him off.

"Boom!" Star-Lord said and Thanos tried to use the Space Stone to pull him back.

"Do not let him close his fist." Strange said to the Cloak of Levitation.

The Cloak closed around Thanos' fist, and the mine on his back went off. Then Spider-Man appeared on his right from a portal.

"Magic." he said and kicked him in the head. "More magic." he said, leapt into another portal and as Thanos tried to recover, appeared through another portal behind him. "Magic with a kick!" he said, kicked him again in the head with his right leg and finally appeared on his right. "Magic with a-"

Before he could finish Thanos turned, grabbing him from the air, and throwing him to the ground, with his hand around his neck.

"Insect!" Thanos said then threw him, about to use the gauntlet, but was interrupted by an explosion caused by Iron Man shooting a missile at him.

As the flames blind Thanos, Spider-Man attached a web to him, and strained against it. Thanos pulled him toward him, but looked up as a ship crashed beside him, and Nebula jumped in front of him.

"Well, well." Thanos said.

"You should have killed me." Nebula said.

"Would've been a waste of parts!"

"Where's Gamora?!" she said and ran at him attacking him with her sword.

Strange used the Space Stone to case her aside, flailing. Then he formed energy ropes that grapple onto the gauntlet. Thanos tried pulling it free, as Star-Lord shot a electric magnet onto the ground beside him, holding down his other hand. Spider-Man swung in, and made a string of web, holding him back, enabling his spider legs to anchor himself, as Strange opened a portal above Thanos out of which dropped Mantis, who landed on his shoulders, her hands on his temples. He screamed as she tried to put him under.

"Is he under? Don't let up." Iron Man said pulling on the gauntlet.

"Be quick. He is very strong."Mantis said starting to cry.

"Parker, help! Get over here." Iron Man and Spider-Man withdraw his web and hurried to help him with the gauntlet. "She can't hold him much longer. Let's go."

Then Star-Lord landed and joined with the others.

"I thought you'd be harder to catch. For the record, this was my plan. Not so strong now, huh? Where is Gamora?" he said.

"My... Gamora…?" Thanos said.

"No, bullshit. Where is she?"

"He is in anguish." Mantis said shocked.

"Good."

"He… he… mourns." she said crying.

"What does this monster have to mourn?!" Drax asked and Nebula understood in horror what Thanos had done.

"Gamora." Nebula said.

"What?" Star Lord asked.

"He took her to Vormir. He came back with the Soul Stone... but she didn't."

"Okay, Quill, you gotta cool it right now, you understand?" Iron Man said and Star Lord slowly turned to Thanos. "Don't, don't, don't engage, we've almost got this off!"

"Tell me she's lying. ASSHOLE! Tell me you didn't do it!" Star Lord said.

"I... had... to." Thanos said.

"No, you didn't…! No, you didn't…!" Star-Lord said quietly while starting to tear up. "NO, YOU DIDN'T!" he said and kept raging and then proceeded to pistol-whipping Thanos in the face.

"Quill!" Drax said and Star-Lord used his gun to pound Thanos in the face twice and Iron Man went to hold him back, as Spider-Man was left to pull off the gauntlet.

"Hey, stop! Hey, stop! Stop! Hey, stop! Stop!" Iron Man said to the struggling Star Lord.

"It's coming! It's coming! It's coming! I got it! I got it…!" Spider-Man said but Thanos woke up butting Mantis from his shoulders and grabbing the cuff of the gauntlet just as it was sliding off his hand, causing Spider-Man to stumble back and Mantis to go flying. "Oh, God." he said seeing Mantis flying and jumped and hugged her, extending his spider legs giving them a safe landing.

Strange summoned a weapon, and Thanos used the Space Stone to throw him away. Then, Iron Man shot at him, but Thanos bat him down, and used the Space Stone to pull down the surface of a moon. Then Tony tried to fly away, but a large chunk pinned him down.

In Wakanda Shuri continued the procedure as Wanda looked out and Cull killed some Wakandans and T'Challa leapt at him, punching him and the energy sent him down.

Meanwhile Thor killed several Outriders with Stormbreaker.

"New haircut?" Bucky asked.

"Long story." Thor said. By the way, this is a friend of mine. Tree."

"I am GROOT!" Groot said stabbing Outriders with his hand and lifted them.

"What the hell- you know what? I'm not even gonna asked." Bucky said shaking his head.

Meanwhile Wanda watched as the forests shook and five giant spiked wheels burst out from the ground.

In the sky the flame of decision formed in her eyes.

"Fall back! Fall back now!" Black Panther said.

"Focus that fire on the left flank, Sam." War Machine said.

"I'm doing it." Falcon said.

Meanwhile Black Widow and Okoye killed Outriders when the threshers came at them and Wanda leapt between them stopping them with her powers and crushed scores of Outriders with them.

Then she looked at Black Widow and Okoye.

"Why was she up there all this time?" Okoye asked.

"She's on the field. Take it." Proxima said.

Meanwhile Glaive snuck into the palace and fought the guards outside, beating them down as Ayo attacked.

Inside Shuri worked faster, but Ayo was beaten down, so she took out her blasters and fired, fighting Glaive as the table was shattered.

Then she got up, but they were thrown down as Glaive saw the table empty and Vision leapt at him and threw them both out the window as it shattered and Sam noticed

"Guys, we got a Vision situation here." Falcon said.

"Somebody get to Vision!" Bucky said and Bruce flew up.

"I got him!" Bruce said.

"On my way." Wanda said but Proxima punched her down and stood over her.

"He'll die alone. As will you." Proxima said.

"She's not alone." someone said and Proxima turned to see Black Widow and Okoye ready to fight. "Euuyaaah!"

"Ohh no, oh no you don't. This isn't going to be like New York, pal. This suit's already kicked the crap out of the Hulk-" Bruce said and flew in the way. "Guys! Vision needs backup now! Hulk. Hulk, I know you like making your entrance at the last second, well, this is it, man. This is the last, last second. Ahhhhh! Hulk! Hulk! HULK!" he said when Cull grabbed him, and they flew to a distance as Bruce tried to fight, but his arm was chopped off.

"NOOOO!" Hulk said as his face transformed.

"Oh, screw you, you big green asshole! I'll do it myself! Come on!" Bruce said and punched Cull a few times before being thrown down.

As Cull started landing the finishing blow, Bruce attached the severed gauntlet to him.

"See ya! He activated it, and Cull was sent into the air, with the barrier destroying him. Hulk, we got a lot to figure out, pal." Bruce said.

Meanwhile Black Widow and Okoye kept battling Proxima as a thresher passed above, and Proxima beat them both down when Corvus stabbed Vision.

"I thought you were formidable, machine. But you're dying, like any man." Corvus said as Vision fell.

Then Bucky pushed him away.

"Get outta here!" Bucky said and fought him. "GO!"

Then Black Widow split her baton into two disarming Proxima before being punched down. Proxima tried to stab with her blade as she tried to push back. Then Scarlet Witch lifted Proxima with her magic, and a thresher ran into her, killing her.

Then Black Widow got up with Proxima's blue blood on her face

"That was really gross." Black Widow said as Bucky fought Corvus and disarmed him but was thrown down as Corvus started choking him when his glaive burst from his chest, and Vision lifted him from behind, killing him.

"I thought I told you to go." Bucky said helping Vision up.

"We don't trade lives, General." Vision said. "You should know that after all your years of fighting."

On Titan.

"I got you! I got you! I'm sorry I can't remember anybody's names!" Spider-Man said saving the Guardians with his webs as Strange flew down to battle Thanos.

Strange summoned Tao Mandalas and fired bolts of Eldritch energy at Thanos but avoided and fired a blast with the Power Stone. Strange countered by opening the Mirror Dimension in the middle to absorb the beam and pushed it back at him.

Then Strange made an army of clones and all restrained Thanos with Eldritch whips.

Then Thanos activated the Soul and Power Stones, destroying the clones sending real Strange back, and his astral form was seen for a second.

Thanos activated the Space and Reality Stones, pulling Strange to him by changing the landscape and held him by the neck.

"You're full of tricks, wizard." Thanos said, ripped out the Eye of Agamotto and crushed it toes it empty.

Then Thanos activated the Space and Reality Stones, pulling Strange to him by changing the landscape and held him by the neck.

"No!" Strange said.

"Yet you never once used your greatest weapon." Thanos said and tossed him away, knocking him out when a nanotech clamp stopped him from closing his fist. "A fake." he said and Iron Man flew down.

"You throw another moon at me, and I'm gonna to lose it." Iron Man said.

"Stark."

"You know me?"

"I do. You're not the only one cursed with knowledge."

"My only curse is you." Iron Man said and fired missiles but Thanos blocked with his Infinity Gauntlet.

Then he flew at Thanos, transforming his feet into the jet, kicking Thanos down before punching him back with conjured battering rams.

Thanos ripped off his helmet, but another appeared as Thanos punched him back and ripping off the clamp, fired from the Power Stone, with Tony using a shield to block.

"Come on!" Thanos said, stopped, and Iron Man kicked him and pinning the Gauntlet with a foot clamp before hitting him with battering rams, sending him down. "All that for a drop of blood." he said, threw him off and started punching him before blasting him away with the Power Stone.

Then Iron Man fired with his reforming suit, but Thanos used the Power Stone to block as they fought, and Thanos blocked an attack of Iron Man who formed a dagger and tried to stab, but Thanos grabbed his hand and broke it off before stabbing him

"You have my respect, Stark. When I'm done, half of humanity will still be alive. Tony gasped. I hope they remember you." Thanos said and pointed the Infinity Gauntlet at him.

"Stop! they turned to him. Spare his life... and I will give you the stone." Strange said.

"No tricks."

"Don't..!" Iron Man said as Strange conjured the Time Stone and Thanos took it and inserted it into the Gauntlet as power surged through him.

"One to go." Thanos said and Quill fired at him angrily bet he escaped through a portal and they all looked at each other, started running and followed him to see themselves in Wakanda.

"Where is he?! Did we just lose?" Quill asked and Iron Man looked at Strange.

"Why would you do that?" Tony asked and Strange looked at him.

"We're in the Endgame now." Strange said.

Meanwhile M'Baku and the Jabari killed several Outriders and chanted. At the same time, Thor casually slaughtered Outriders with his lightning before flying into a drop ship, destroying it as he emerged from its top and then flew into another one.

"MAYEFA!" M'Baku said.

"YA HU!" Jabari said.

Meanwhile Scarlet Witch flew to Vision and helped him up when his Mind Stone flared, and he grunted in pain.

"Are you okay? What? What is it?" Scarlet Witch asked.

"He's here." Vision said.

Meanwhile Bucky looked around sensing something was wrong.

"Everyone, on my position. We have incoming." he said and Black Widow looked around

"What the hell?" Black Widow said and everyone looked back and forth.

Then Bruce turned around as a portal opened and out marched Thanos.

"Buck. That's him." Bruce said and Bucky nodded getting his gun and a few knives he kept with him ready.

"Eyes up. Stay sharp." Bucky said and Thanos stalked forwards menacingly.

Then Bruce leapt at Thanos, but he used the Space Stone to make him intangible, and Bruce passed through him and went into solid stone where Thanos turned him tangible again, and he was lodged inside it.

Bucky charged at Thanos but was flung away by energy from the Power Stone while Black Panther leapt at him, but Thanos grabbed him by the throat and punched him hard. As he fell, his suit discharged all the kinetic energy inside in a powerful but useless burst. Falcon flew at Thanos and fired but was knocked down by the Space Stone.

"It's time." Vision said.

"No." Scarlet Witch said.

"They can't stop him, Wanda, but we can. Look at me. You have the power to destroy the stone."

"Don't."

"You must do it. Wanda, please. We. Are. Out of time."

"I can't."

"Yes, you can. You can. If he gets the stone, half the universe dies."

"It's not fair."

"It shouldn't be you, but it is. It's all right. You could never hurt me. I just... feel you."

Meanwhile War Machine fired at Thanos, but he crushed his suit with the Space Stone, and War Machine fell, Black Widow and Okoye charged at Thanos, the former firing with his rifle. Thanos was unaffected and sent him down with a wave of energy from the Power Stone as Okoye threw her spear, but it was sent back by a wave of energy from the Power Stone as well while Okoye was knocked out. Thanos then formed stone pillars from the Reality Stone, trapping Black Widow.

Groot attacked Thanos with roots, but he broke free of them. Scarlet Witch looked back with tears and, turning back to Vision, fired a beam from her other hand as well, breaking down when Bucky slid next to Thanos and arrived in front of him. Using his gun he shot Thanos' abdomen, his left wrist and gave him an uppercut on his chin with his knife, though Thanos was barely affected.

Meanwhile in New York Fury was with Hill listening to what was going in with Bucky.

"What the hell is going on?" Fury said.

"No idea. We're watching every satellite in both hemispheres, there's still nothing." Hill said and received three beeps from her device.

"What is it?"

"Multiple bogeys over Wakanda."

"Same energy signatures as New York?"

"Ten times bigger."

"Call Klein. We'll meet him at –"

"Nick!" Bucky getting them both to jump.

"Oh thank god." Fury muttered. "Barnes! What the hell is going?!"

At Wakanda Thanos brought his Infinity Gauntlet covered hand down on Bucky trying to get it off with all his might, trying to stop Thanos from closing it.

"Thanos! He's an alien that's been after the Infinity Stones. He's the reason Loki attacked and got the Tesseract in 2012! The Tesseract had one of the Stones the whole time!" Bucky said. "What's going on with you and Hill?"

"We're trying to get in touch with Stark but no good." Fury said.

"Damnit!" Bucky said, grabbed Thanos' wrist, shut his eyes tight and groaned.

Back in New York Fury and Hill were looking at each other worried.

"Nick," Bucky said.

"Yeah?" Fury said hearing the pain in Bucky's voice.

"HIT THE DAMN PAGER SHE GAVE US IN 95 OR SO HELP ME!" Bucky yelled but then they heard nothing.

"Barnes? Barnes! Bucky!" Fury said and panicked. "Shit!" he said and grabbed a red-and-blue star insignia pager indicating the symbol of Captain Marvel.

Back in Wakanda Bucky was laying on his back unconscious.

I'm sorry, I couldn't help it. It just seemed like the perfect way to end a chapter.