Marvel's Avengers: Forever (Earth-113599)

Marvel's Avengers: Forever is a 2019 live-action superhero ensemble film produced by 20th Century Fox and Marvel Studios. It is the twenty-seventh film in the Marvel Cinematic Universe and the culmination of every Marvel film that preceded it. It was released worldwide on May 3rd 2019.

Production
Since The Avengers was released in 2012 Marvel Studios had been teasing the arrival of Thanos and their desire to adapt the classic Infinity Gauntlet saga to the MCU. These plans began to truly solidify during Comic Con 2015 when Kevin Feige revealed the Phase 3's schedule would include two Avengers films that would star Thanos as the main villain and serve as the epic conclusion to the Avengers franchise. In 2018, the first film Avengers: Infinity Gauntlet was released and broke box office records around the world as well as ending on a cliffhanger where half of the universe's population was decimated by Thanos after snapping with all six Infinity Stones. This ramifications of this action were further explored during the end credit scenes of Ant-Man and the Wasp. With Kevin Feige even going on to state that none of the Avengers who disappeared at the end of Infinity Gauntlet would be main characters or be involved in the marketing for the next Avengers film.

At Comic Con 2018, the title for Avengers 4 was announced to be Avengers: Forever with Zachary Quinto, Ruby Rose, and Jeffrey Wright all attached to undisclosed roles in the film. Despite the secrecy, speculation arose that the movie would take inspiration from the Avengers: Forever comic and introduce the concept of time travel. These theories appeared to be validated after Captain Marvel's end credit scene which implied Carol had time travelled to the future. Afterwards, the final trailer openly revealed Zachary Quinto's role as Kang as Conqueror in the movie all but confirming the presence of time travel.

Filming began in 2017 directly after Avengers: Infinity Gauntlet but was released almost exactly a year later on May 3rd 2019.

Cast

 * Chris Evans as Steven "Steve" Rogers/Captain America/Vance Astro


 * Robert Downey Jr. as Anthony "Tony" Stark/Iron Man


 * Scarlett Johansson as Natasha Romanoff/Black Widow


 * Brie Larson as Caroline "Carol" Danvers/Captain Marvel


 * Paul Rudd as Scott Lang/Ant-Man


 * Ryan Reynolds as Wade Wilson/Deadpool


 * Dave Bautista as Drax the Destroyer


 * Zoe Saldana as Gamora/Umbra Requiem


 * Aaron Taylor-Johnson as Pietro Maximoff/Quicksilver


 * Don Cheadle as James "Rhodey" Rhodes/War-Machine


 * Zachary Quinto as Nathaniel Kang/Kang the Conqueror


 * Ruby Rose as Terraxia


 * Jeffrey Wright as Eternity (Voice)


 * Josh Brolin as Thanos


 * Angelina Jolie as Mistress Death


 * Matthew McConaughey as Adam Warlock


 * Adewale Akinnuoye-Agbaje as Beta Ray Bill


 * Gwyneth Paltrow as Virginia "Pepper" Potts


 * Michael Peña as Pedro Ortiz


 * Kerry Kondon as Friday (Voice)


 * Tom Hiddleston as Loki


 * Chris Hemsworth as Thor Odinson


 * Mark Ruffalo as Bruce Banner/The Hulk


 * Jeremy Renner as Clinton "Clint" Barton/Hawkeye


 * Paul Bettany as J.A.R.V.I.S. (Voice)


 * Samuel L. Jackson as Nick Fury


 * Jason Statham as Tommy Masters/Taskmaster


 * Jeff Goldblum as En Dwi Gast/Grandmaster


 * Pom Klementieff as Mantis


 * Elizabeth Olsen as Wanda Maximoff/Scarlet Witch


 * Chadwick Boseman as T'Challa/Black Panther


 * Rachel Weisz as Hovat


 * Chris Pratt as Jason Quill/Star-Lord


 * Bradley Cooper as Rocket (Voice)


 * Vin Diesel as Kanoot (Voice)


 * Tom Holland as Peter Parker/Spider-Man


 * Benedict Cumberbatch as Stephen Strange/Doctor Strange


 * Anthony Mackie as Sam Wilson/Falcon


 * Kathryn Winnick as Brunnhilde/Valkyrie


 * Rebecca Hall as Bethany Cabe/Rescue


 * Zazie Beetz as Neena Thurman/Domino


 * Evangeline Lily as Janet Van Dyne/The Wasp


 * Chloe Bennet as Director Daisy Johnson/Quake (Cameo)


 * Lupita Nyong'o as Nakia (Cameo)


 * Benedict Wong as Kan Wong (Cameo)


 * Michael Douglas as Hank Pym (Cameo)


 * Abby Ryder Fortson as Cassie Lang (Cameo)


 * Letitia Wright as Shuri (Cameo)


 * Angela Basset as Ramonda (Cameo)


 * Jeff Bridges as Obadiah Stane (Cameo)


 * Hayley Atwell as Agent Margaret "Peggy" Carter (Cameo)


 * Sebastian Stan as James Buchanan "Bucky" Barnes (Cameo)


 * John Slattery as Howard Stark (Cameo)


 * Hope Davis as Maria Stark (Cameo)


 * Emily VanCamp as Sharon Carter (Cameo)


 * Hugo Weaving as Johann Schmidt/Red Skull (Cameo)

Plot
The film starts with this song playing as it shows normally populated locations such as baseball stadiums, museums, hospitals and schools all completely desolate with nothing but dust floating in the air. The music eventually comes to a halt as the camera does an establishing shot of NIFLHEIM where the Bifrost beam teleports Beta Ray Bill onto the surface. There, he starts looking for Thor and Valkyrie until noticing Iron Man in the middle of a panic attack. Beta Ray Bill calms him down before asking what happened and Tony begins rambling incoherently that he couldn't save them. Bill asks who and Tony says Thor, Bethany, Strange, Rocket, he then starts to cry claiming he couldn't even save the kid. Beta Ray Bill tries to hold back tears of his own before effortlessly picking up Mjolnir and telling Stark that he'll take him home.

That night in MANHATTAN inside Avengers Tower all of the Avengers are looking over a growing census of the confirmed deceased. Rhodey covers his face in grief, Quicksilver anxiously paces, and Drax sits there in shame. Steve Rogers claims that this is a nightmare and Black Widow responds that she's had better nightmares. Gamora claiming that her father did exactly what he said he would, he wiped out half of all living creatures. Drax gets up and tells everyone that that they need to take the fight Thanos and make him pay for what he's done. Gamora responds asking where they're going to find him, Thanos moved his Sanctuary after snapping his fingers, he could be anywhere in the universe by now. Suddenly, the Bifrost teleports Beta Ray Bill and Iron Man onto the Tower Helipad. Everyone rushes outside to them as Bill claims Tony was the only survivor on Niflheim. They all go inside and Beta Ray Bill places Mjolnir down, telling the Avengers that Thor would have wanted them to have it, Steve afterwards tries to lift it but can't.

Rhodey tries to comfort Tony until Stark pushes him off, claiming that he doesn't want anything from "you people". Pietro asks what that's supposed to mean and Tony lashes out that he was the only one who knew Thanos was coming! But none of them ever listened, they all just called him paranoid and delusional and sick, but none of this would've had to happen if they had just listened! Steve talks back asking what he would've protected them with, Ultron. To face it, he's the one who divided the Avengers and broke them apart when the world needed them most. He's just as much to blame for what's happening as any of them. Tony says it's a good thing they lost then because at least the all knowing Steve Rogers gets to be right once again, just like always. Everyone stares in a stunned silence until Black Widow asks if that's it then, the Avengers are giving up. Tony tells her they should've a long time ago and storms out of the room.

AVENGERS: FOREVER

One year later in SAN FRANCISCO, Pedro Ortiz pulls his car into the driveway and unloads his groceries before going inside and telling Scott that he's home. Lang yells out asking if he got Doritos but Pedro insists they were all sold and walks into the living room where Scott is on the couch playing video games and drinking Mountain Dew, revealed to have grown his hair and beard out as well as becoming obese in the year since the Decimation. Scott starts yelling through his headsets at another gamer until Pedro asks him if he he has any plans to start working again. Scott responds there's no way he's going back to Cross Technologies. Besides Hank was loaded, they'll be able to live off the inheritance he left them for the next ten years at least. Pedro insists it's not about money, it's about doing something with his life. Sitting inside playing video games all day isn't going to bring Janet or Cassie back. After hearing that Scott pauses the game and gets up into Pedro's face telling him not to say their names.

It then cuts to BROOKLYN inside of a support group meeting hosted by Steve Rogers who's revealed to have now shaven his beard. He's finished telling everyone the story of how he got pardoned for violating the Insight Accords after the Decimation, his point being there's a silver lining to everything, it might not look like it right now, but it's there. He then asks if anyone else wants to share and a man tells a story about how he went on a date recently and Steve praises him for taking a chance, trying to find happiness again after his husband passed, that's the hardest step and he took it. Another man tells Steve he's full of shit talking about looking on the bright side, he doesn't know what what they're feeling. Steve insists that he does, he held the Infinity Gauntlet in his hand, almost out willed Thanos for control of stones, but he couldn't do it, wasn't strong enough. Before that he lost the love of his life in 1945 after he went into the ice, and then his best friend three years ago. They all hurt at first, but then he gave the world another chance, found new purpose in it, a better purpose. Steve then looks at the door seeing Natasha Romanoff standing there for him, shown to now have red hair once again with only blonde highlights remaining.

Once the session is done, Steve goes with Natasha and they talk in the hallway. She says he's doing a lot of good helping these people move on and Steve claims she should join the next meeting then but Natasha insists that wouldn't be necessary. Those people in there, they lost everything they had in the Decimation, but the Avengers are all she ever needed, as long as they're still around, she'll pull through. Steve responds to her saying always together until the end of the line. At Avengers Tower, Tony Stark's hair has grayed considerably as he's seen talking to holograms of Gamora, Drax the Destroyer, Wong who's now Sorcerer Supreme, Nakia who's now Black Panther, Beta Ray Bill who's now King of Asgard, and Daisy Johnson who's now Director of S.H.I.E.L.D. Nakia goes on to say how Wakanda has been offering foreign aid to help African nations rebuild, but even with their help little progress has been made. Gamora adds on the entire Galaxy isn't much better with the Nova Corps gone, she and Drax are just staying in the ship most days. Tony asks why she isn't doing more to help and Gamora claims that she wants to, but without the rest of the Guardians she just can't find it in her to care. Tony sarcastically comments the many woes of having given away her soul. Drax rolls his eyes and Tony asks "Mister clean" if something’s on his mind and he responds that he can’t feel grief or sadness either, just bloodlust. Tony warns him those feelings are corrosive and will eat him up inside, Drax though scoffs at the idea claiming this is all that he has left. Anger is what keeps their memory alive, it’s only when the fallen are forgotten are they truly gone forever.

Tony then asks Director Johnson what's been going on with S.H.I.E.L.D. Last time he heard they were still dealing something called a Man-Thing. Daisy tells him it's been getting worse lately and Stark asks how they're all going to do about it. Wong claims he can offer no assistance while using all of Kamar Taj's resources to hunt down Karl Mordo. Beta Ray Bill adds on the political situation in the Nine Realms is delicate already with a Korbinite on the throne, he can't afford to leave and handle a threat that doesn't directly concern them. Daisy then insists not worry about it, her team can take care of it. Tony says alright and tells everyone that this channel is always active, if anyone's making trouble where they shouldn't, comes through him. The holograms all hang up as Rhodey tells Tony they're letting him off easy, but they just don't care, honestly, he shouldn't either. Tony asks if he won't do this who will and Rhodey insists maybe it doesn't need to be done. Thanos won, their friends are all gone, nobody knows where he is and even the ones that do know would never stand a chance against him. Tony responds that he's not going to stop. The world is in their hands, it's left to them and they gotta do something with it, or else Thanos should've just killed them all. Rhodey clarifies all he's saying is that not everyone sees it that way. It then cuts to Pepper Potts inside a lakeside house in upstate New York where Tony comes in and kisses her, afterwards picking up their infant son, Morgan.

Meanwhile, in space the camera pans over an asteroid field as Thanos begins monologuing that with the stones of Space, Time, Mind, Soul, Reality, and Power within his grasp, there is no denying it, he is Death's equal, a God. It then shows the particular asteroid SANCTUARY resides on where Thanos and the mind controlled Mistress Death are still deeply in love with each other. The Mad Titan asking her what more he should do with the Infinity Stones to display his affection towards her, Death replying that there's nothing he could do to make her love him anymore than she does already. Thanos replies nonsense, his adoration for her is the only mortal trait worth preserving in his newfound divinity. He will never cease to celebrate this fiery passion so long as he shall live. Mistress Death though simply repeats that she could never love him more than she does already. Thanos is troubled by this and uses the Soul Stone to enter the Idyllic World in which Adam Warlock resides. Adam expresses his surprise at seeing the Mad Titan again, commenting that his quest is completed, he has everything he could ever want, what need does he have to commune with him. Thanos explains that Mistress Death's love for him feels like nothing than empty platitudes as opposed to the true admiration he desires. Adam points out that the answer to his conundrum is simple, she doesn't truly love him, she's merely forced to by the Mind Stone.

Thanos insists that the Mind Stone illuminates her to his deeds on her behalf but Adam asks what deeds are those. Thanos yells out that he's sacrificed trillions in the name of Death and Adam responds he's a man crushing insects and calling himself a warrior for it. He's not truly embracing Death in the cold manner that she craves. The Mad Titan realizes Adam is right, if Mistress Death is to fall in love with him it must be of her own volition. Thanos then exits the Idyllic World and slowly disables the Mind Stone's effects on her, with Death's eyes returning to their normal color instead of yellow. Thanos then tries to dance with her but Mistress Death turns the other cheek confessing that she has no desires to be his love, for her heart aches for the touch of another, only now no longer enthralled by the Mind Stone can she truly feel it. Thanos is enraged by her words and asks what retched enemy of his could possibly have earned the love of Death herself!?

In ITALY a Mafia funeral is commencing until Deadpool emerges from the casket and begins shooting all of the gangsters, quipping for them not to worry, he didn't have sex with the corpse, only to confess that maybe he did once. Deadpool then suddenly gets sucked into a portal to Sanctuary generated by the Space Stone. Wade looks around wondering where he is until feeling a large groin behind him, guessing it to be "scoutmaster Kevin" before the Mad Titan uses the Reality Stone to physically remove Wade's mouth from his face before he beats him to a pulp. Mistress Death begs for Thanos stop as she runs over to Wade and the two make eye contact with one another, Wade hearing this song in his head as he starts to fall in love with her too. The music stops once Thanos begins using the Infinity Stones to start transforming and contorting Wade's body in unnatural ways telling Mistress Death whatever she sees in this pitiful excuse for a creature is nothing compared to what he can offer her.

On Earth once again, Tony is changing Morgan's diaper in the middle of the night until getting a notification from Friday of Satellites picking up a significant power disturbance in Italy. He then has Friday analyze the energy signature which she concludes matches the energy used in Wakanda a year ago. Tony after hearing that reflexively sits down and gasps in shock, muttering holy shit! Pepper walks out of the bedroom and asks Tony what's going on and he explains to her that Thanos just used the Stones again, but his Satellites were able to pick them up. That means if he's able to punch the Algorithm into his deep space scanning systems they'll be able to trace the signature to its source, it'll lead them right to where Thanos has been hiding this whole time. Pepper tells Tony to please forget about this and he asks why he would ever do that. He's been thinking, the people who disappeared in the Decimation all died the same way by turning to dust. Which means that if he can get the Infinity Stones from Thanos, he'll be able to just reverse the process. Bring everyone back right at once exactly as they left, like flipping a switch. Pepper reminds Tony he has a family now, a son, Thanos almost killed him last time. They got really lucky, Tony responds not everyone did but Pepper insists that he can't save everyone, Tony though replies that it seems like he can. This is a once in a lifetime opportunity for the Avengers to come together and finish the one fight they could never win. They'll finally be able to get the life they always wanted and Pepper claims that she thought they already had.

Outside the Upstate Avengers Facility, Pietro Maximoff is waiting outside compulsively twitching and tapping his foot super fast while the Benatar lands. Gamora and Drax walk out and Pietro tells them they took long enough, Gamora candidly comments that he sounds angry. Quicksilver tells her he hasn’t slept since his sister was taken from him, sorry he's not laying out a welcome mat. Pietro then gets Drax's attention telling him they're the only ones here who understand what needs to be done. That if Thanos comes after him, he'll protect him. Drax responds to Pietro that he will cherish those three extra seconds. Black Widow goes to Rhodey and tells him that Scott Lang isn't coming and he responds to Natasha that neither is anyone else from the Council, they're all either busy or don't want to give up their resources, it's just them. Tony Stark meanwhile approaches Steve Rogers and begrudgingly tells him that what they're going up against is bigger than all of them, and even though he doesn't deserve it he needs to be at his best, Tony then pulls out Captain America's Carbonadium Shield out of his bag and gives it to Steve. Captain America takes and it and then says he didn't think they'd ever find themselves fighting on the same side again, Tony though tells him not to get used to it.

The Avengers all get on board the Benatar with Gamora asking if this is anyone's first time in space with only Rhodey raising his hand, she warns him this is going to get bumpy. The ship then takes off and flies out of the atmosphere and into space, all the way through a dense Asteroid field to Sanctuary’s coordinates. After traversing through a dense Asteroid belt the Benatar is able to locate Sanctuary. Iron Man once seeing it instantly synthesizes his Nanotech armor telling everyone that they're not here to kill Thanos, they're here to snap their fingers and bring everyone back home, whatever it takes. The Avengers all start jumping out of the Benatar onto Sanctuary outside Mistress Death's shrine while Captain America lingers inside looking at a locket with a picture of Peggy Carter inside. Black Widow stays with him insisting that this is going to work, Steve responds that he knows it will, because he doesn't know what he'd do if it didn't. On

On Sanctuary, Thanos continues to torture Deadpool asking Mistress Death if she's impressed by his power, the Mistress simply ignoring him, much to the Mad Titan's anger. Thanos then notices how Deadpool is healing from all the wounds he inflicts on him and realizes that's the reason why Mistress Death knows not the stagnant depths his black soul is capable of achieving. Thanos uses the Soul Stone against Deadpool telling Mistress Death to behold his greatest creation, a limbo between life and death! Deadpool's skin is shown to be charred, his brain decomposed, and limbs all broken, with none of it healing. Thanos explaining that by all accounts this Terran should be dead even in spite of his ability, yet he still lives. This unearthly creation only he was capable of bringing into existence is his tribute to the blasphemy of life and and the glory of death. Mistress Death finally looks at Thanos again telling him his bravado is distasteful. Thanos is about to respond until he hears the Avengers all burst into the inner depths of Sanctuary but before any of them are able to successfully land an attack the Mad Titan uses the Time Stone to freeze them all in mid air. After recognizing them as the Avengers, Thanos observes that they could not live with their own failure, so where did that lead them, right back to him. The Mad Titan tells Mistress Death to bear witness to how a God smites his enemies and prepares to blast the Avengers away with combined might of all Six Infinity Stones, until looking at Death and seeing her still appear disgusted with him, he then unfreezing the Avengers from their place.

The Mad Titan shouting out that a true God fights with bravery, displaying such raw courage to warm the heart of any women who watches, even one as cold as Mistress Death's. He will refrain from using all six Stones at once and face the Avengers head on, with this diminished capacity their fight will be a true test of nerves and battle skill. Captain America insists that he has to be lying but Gamora claims her father is many things, a liar is not one of them. Drax adds on lying or not, he must be destroyed. Thanos afterwards chuckles and tells them "Come and get me!" The Avengers all start fighting Thanos with Drax actually able to land a couple well placed hits on the Mad Titan until Thanos physically rips him in half. Steve Rogers rushes over to Avenge him until the Mad Titan uses the Power Stone to punch Captain America who tries to block the attack with his shield, only for the Carbonadium metal to break into pieces upon impact, snapping Steve's neck. Quicksilver begins running circles around Thanos until the Mad Titan manages to react to him and uses the Time Stone to age Quicksilver a hundred years where he dies of old age on the spot. War-Machine blasts all of his weapons at Thanos who uses the Space Stone to crush him inside of his own suit. Black Widow and Gamora try to engage the Mad Titan who crushes Natasha's head in his hands and then uses the Reality Stone to turn Gamora into glass, shattering her to pieces.

Iron Man, the last Avenger remaining, becomes petrified to see the corpses of all the Avengers scattered around Sanctuary. Thanos slowly walks over to him and taunts Tony by telling that they were all survivors, yet he brought them back to Death's door because he couldn't accept the truth, "I am inevitable"... Thanos then uses the Power Stone to destroy Iron Man's arc reactor as he falls onto the ground in cardiac arrest. The Mad Titan walking over to Mistress Death claiming he sees a glimmer in her eye, and that glimmer shall fan the flames of his love. Death insists her gleam would glow brighter if only he would kill Deadpool too. Thanos though says she must misunderstand, if Deadpool were to die he would be be bound within her forever. The Mad Titan then realizing that's precisely what he desires, using the Mind Stone Thanos sees into his subconscious that Wade wants to die, he always did, so he could be with his one love, Death. Thanos' face turns to a snarl as he uses the Infinity Gauntlet to restore Deadpool to life fully again. Wade yelling out that now he knows who he is, he's Thanos, the same "sadistic fuck" who killed half of everyone. The Mad Titan responds that Deadpool won't be so lucky, because so long as he posses the stones, Wade Wilson will never die. Deadpool begs him not to as Thanos uses the Soul Stone to grant him immortality, Iron Man in his dying breathe slowly mouthing to Deadpool "find Ant-Man". Once Thanos is done he then instantly teleports Deadpool back to Earth as Iron Man finally passes on.

EIGHTY

YEARS

LATER

New York City has been completely rebuilt as a dystopian industrial technologically advanced conglomerate. All the people live their lives in a quiet orderly fashion until Captain Marvel quickly lands in the middle of the street and deactivates her helmet, confused about where she is. Carol walks around trying to contact Nick Fury on her Pager but it only picks up static. Eventually, a child on a futuristic bike passes by and Carol asks him what year it is. He responds 2099 and she's startled by his answer, saying to herself it was 1995 twelve hours ago. The child asks if she's on drugs and then tells Carol to get away from him, he doesn't want to get a citation. Captain Marvel keeps walking until running into a giant statue of the original Six Avengers with an interactive system built into it, that explains the Avengers were Earth's greatest defenders during the Age of Heroes. Who valiantly fought countless threats until meeting their demise in 2019 at the hands of Thanos and his Decimation, which wiped out half of all life in the known universe.

Captain Marvel sees behind the statue an outdoor Memorial for the Decimation and runs inside, going through the names on the Memorial Plaques, horrified to find out that Nick Fury and Monica Rambeau are listed as victims of the Decimation. Captain Marvel then gets held up by a platoon of soldiers that are all dressed in the vein of Captain America, Iron Man, Thor and the Hulk who detain and place her under arrest for being an "Unregistered Gifted". It then cuts to inside the Hassenstadt Castle in TRANSIA where the Avengers themed soldiers all break into the throne room and brutally slaughter the guards until the smoke clears and their World-Emperor Nathaniel Kang, the Conqueror, enters. Princess Ravonna begs Kang to please spare Transia from his Empire. He's conquered the whole world already, their people are dying and her father is too old to keep fighting, all they want is peace. Kang tells Ravonna her sentiment is noted, but Transia is the last independent Kingdom on Earth, she's doing her people a disservice by depriving them of the Terran Empire. Insisting that he will not rest until he has saved everyone, and proceeds to kill Princess Ravonna where she stands.

Kang the Conqueror then outside the Castle entrance and commands his Soldiers to search the rest of the countryside for anyone who's unaccounted for, if they try to resist, execute them. The soldiers run off to perform their duties until Kang is informed by his A.I. Assistant Friday that an Unregistered Gifted with alpha level abilities has been found in New York City, he might be interested in studying this first hand. Kang tells Friday she knows him well and teleports into his Fortress floating in Earth's Atmosphere shaped like a large sword shaped ship appropriately called DAMOCLES. Within the Sword, Kang is sitting on a translucent chair where Carol Danvers is being held upside down in an advanced probing machine. Kang uses it go through her memories learning that she's Captain Marvel, a superhero from the 1990s. He gently touches her face, enamored by the fact he has an actual icon from the Age of Heroes in his midst. Carol asks who he is and Kang the Conqueror introduces himself, explaining that he is a superhero just like her, who protects Earth by uniting its people as the planet's first all encompassing ruler.

Carol responds that this is all a big mistake, she wasn't supposed to travel a hundred years into the future. She has to go back to her own time and stop Thanos or else everyone she knows will die. Kang claims he was unaware time travel was part of her power set, perhaps she truly doesn't know then. Carol asks what and Kang explains that her actions paved the way for a golden age of heroism. After she time travelled S.H.I.E.L.D. assembled the Avengers to be Earth's Mightiest Heroes since she no longer could, they were truly awesome, an inspiration for his regime, even eighty years later. Carol claims they couldn't beat Thanos or save half the world from disappearing. Kang insists all good things must come to an end, it was humanity's darkest hour but it lead to a bright and glorious future for all those who survived. Captain Marvel points out billions of people died, she could stop it. Kang then asks her why she'd want to showing her a map of his Empire spanning the entire world, explaining that the Decimation allowed him to unite the world in a tragedy, bring about an era of prosperity and peace. Before Thanos human civilization was on the brink of collapse with overpopulation, world hunger, climate change, supervillains.

The Decimation made these obsolete, drove forward innovation, science, cooperation. Without Thanos, he could never have risen to heal the human condition, created a true Terran Empire. Carol replies that he's insane, those are people’s lives he’s talking about, throwing them all away to justify his imperialism. How dare Kang calls himself a hero, he's a monster. Kang says all of history's greatest heroes were called monsters by the less evolved. The Avengers, Spider-Man, the X-Men, even Captain Marvel in her time as well. But they're all dead now, yet he remains. Kang commands his soldiers to start digging through her memories, they'll find years of priceless information to add to the history books. Captain Marvel starts getting taken through the hallway to the Lab before telling the soldiers that for people so obsessed with superheroes, they should’ve known these restraints can't block Photon blasts. Carol then breaks out and dispatches of everyone in her way. Carol then flies out of Damocles while evading their laser turret system and begins circling the world multiple times to gain momentum and transcend light speed.

In San Francisco at the Present day, Scott Lang at a diner eating lunch revealed to be sitting with Pedro Ortiz and Deadpool. He insists neither of them are eating and asks if they want anything with Deadpool wondering if he even listened to a word he just said. The Avengers are toast, Thanos killed them all! Scott claims shit happens, he tries not to get too invested anymore, insisting that it's bad for his blood pressure as he pours extra salt onto his bacon. Deadpool stares in disbelief for a second before putting his hand on Scott's shoulder and asking him if he's okay. Lang claims never better and starts downing his food with Pedro explaining that last year the Decimation hit, but it was worse for Scott, his whole family disappeared right in front of him. Deadpool asks why he wouldn't be the first one to try and bring them back then. Scott angrily bangs the table and tells Wade there's no bringing them back, they're gone and the sooner he accepts that the sooner he can move on with his life. Wade responds the Avengers were going to bring them back! That's why they were confronting Thanos in the first place. Scott wonders what the hell he's talking about and Wade explain by telling a long winded exaggerated version of what happened. Claiming that Thanos came to Earth and kidnapped him to some creepy temple in space where the Avengers followed to steal the Infinity Gauntlet and snap everyone back, which they almost did before dying.

Ant-Man puts his fork down in shock while Pedro asks if that what he sounds like he when he's telling a story, claiming "wow, that's kinda annoying". Ant-Man then says he has an idea for how to beat Thanos without the Avengers. Wade wonders how and Scott claims it's complicated, but they need to go to the Compound in Upstate New York to do it. Deadpool sarcastically responding that he only spent twenty hours getting to San Francisco, might as well travel in the opposite direction again after just one conversation. In Sanctuary once again, Thanos is on his throne telling Mistress Death that he has slain his enemies using his own wit and strength, thereby proving himself to be the ultimate power in the universe worthy of her affections. Mistress Death simply asks to be allowed to return home. Thanos shouts at Death asking what it takes to please her, he has given her everything yet she still spurns him. He would do anything to make her love him, anything! The Mad Titan begins using the Infinity Gauntlet to begin blowing up nearby planets and stars causing absolute cosmic chaos.

In the Upstate Avengers Facility, Deadpool comments that he can't believe how little security this place has. Scott shouts off screen that S.H.I.E.L.D.'s been stretched pretty thin since the Decimation, but this is still technically trespassing, which is why they have to do it themselves. Scott is then seen finally wearing the Ant-Man suit before walking into a large chamber which Lang tells Deadpool is an Ionic Generator he helped build at Cross Technologies. Wade asks what it does and Ant-Man explains that it showers him with Ionic Particles that allow the observer to grow large enough to enter the Overspace, a dimension human beings are normally too small to access. The Avengers theorized that there might be abstract entities that live there who are even stronger than Thanos. He's going to try and lure them out with this Quantum Beacon and if they show up, politely grovel with them for help. Deadpool says it sounds like as good of a plan as any and Ant-Man closes his helmet prepared to expand until Deadpool tells him to wait. Before he leaves he's got to ask one more question, Ant-Man rolls his eyes claiming yes, when he grows everything grows, is that all. Deadpool tells him thank you and Ant-Man then finally proceeds to enlarge himself into the OVERSPACE. Giant-Man then activates the Beacon and sends out a Quantum signal. He waits while nothing happens and begins pressing the Beacon more times frustratedly yelling "come on!" until finally hearing a booming voice states "Scott, son of Robert" as the stars and galaxies all around him reveal themselves to be the outline of an actual living being. Scott asks what they are and the entity claims they are Eternity itself. The embodiment of all there is, has been, and will be.

Giant-Man insists then it's just who he's looking for then, Thanos has assembled all six of the Infinity Stones and has been terrorizing for the universe for over a year now. They need help defeating him and undoing everything he's done or else a lot more people are going to get hurt. Eternity claims he has considered Thanos and his horrible deeds but cannot concur. The Infinity Stones have always existed for the taking since the dawn of time, the potential for acquiring them to enact one's own will has always stood as a possibility. Giant-Man argues that he's using them throw to murder trillions and Eternity replies that Natural Selection is one of the oldest canons. Strong replace the weak. It is as it should be and he will not intervene. Scott says it's hopeless then and Eternity commands he not bother him with that juvenile toy again before his outline slowly disappears into the cosmic framework. Giant-Man then shrinks down to Earth again into the Ionic Generator, Deadpool asks him what happened, did it work. Scott begins pulling his costume off yelling that was a stupid idea and he was an idiot for thinking it would work. Scott then storms over to the fridge and grabs a beer as this song plays and it cuts to that night where Ant-Man is very drunk and playing paper football with Deadpool.

Scott ends up winning the game but instead of celebrating continues to drink and eat more, ranting about how he wanted to marry Janet, learn more from Hank, watch Cassie grow up. They didn't deserve to die, why couldn't he have died and they all survive. Deadpool tells him dying's easy, it's living that's the hard part. Scott says he'll drink to that and down the rest of his beer, afterwards falling over in a stupor. Lang claiming that if it wasn't for the existential terror of God himself literally turning his back on him, he'd say he's feeling a little better now, not having to worry about pulling anymore surprises, now he can rest. Scott then begins to pass out and Deadpool looks over him for a second and sighs, gently putting Lang into a sitting position again and draping a blanket over him. Suddenly, Wade hears someone starts ringing the buzzer and haphazardly turns on the door cam seeing Captain Marvel standing outside talking to the camera, begging for the Avengers to let her inside, Thanos is going to kill them all unless she helps them! Scott asks Wade if that's an old message but Deadpool insists that's the front door.

They let her inside as Carol anxiously paces back and fourth with Ant-Man reiterating that she's from the 90s, but time travelled to the future, then ended up here. Carol swears she's telling the truth and even insists they look up Carol Danvers in the old Air Force records, Deadpool does and claims she's there. Scott claims she's delusional then because time travel is mathematically impossible for a human being but Carol says she knows, or at least she thought she did, but insists she was there in 2099. Her powers allow her to generate and manipulates Nega Photons, maybe if she generates enough of them she can fold light and travel through time. She came here to help the Avengers stop Thanos from snapping and make sure that future she saw never comes to pass. Scott rubs his nose while Deadpool tells her this might sound ironic saying this to a time traveler, but she's a little too late. Thanos already snapped! He won. Carol claims that she felt in the Time Stream that the Infinity Stones were used on a universal scale, she figured that had to be the snap. Ant-Man clarifies that the Avengers tried to settle the score a few days ago, didn't work out so well.

Captain Marvel then starts preparing to leave claiming it's not a problem, she'll just go back a year from now. Stop Thanos from getting the Stones and change the timeline, they won't even remember this conversation. Scott yells out that's not how time travel works. Carol responds if she goes back in time and changes something it'll cause the future to play out differently. No stones, no snap, everyone's still alive, hasn't he seen Back to the Future? Lang yells that he doesn't know why everyone thinks that, but it's wrong. Changing the past doesn't change the future, think about it, if you travel to the past then that past becomes your future, and your former present becomes the past, which can't now be changed by your new future. That future she saw and the timeline she's in right now, they won't disappear no matter what she does. Deadpool after hearing that realizes Back to the Future is a bunch of bullshit then. He and Scott discuss it more while Carol starts thinking and then asks what if they bring something from the past into the present. Scott tells her that doesn't make sense and Carol clarifies, explaining to Lang that he just said the most dangerous part of time travel, changing the timeline, doesn't matter. Which means they can do whatever they want in the past, like bring someone back from before they died into the present without causing any paradoxes.

Scott replies that he hadn't thought of that and Carol claims from what she read by the end of their lives the Avengers were all shells of their former selves. If they go back in time and pluck each hero from a different era throughout history, they can assemble the perfect team. Deadpool claims it would be a Time Draft, that would be awesome! Scott says even if that is theoretically possible, he and Wade can't time travel at will like she can. Carol claims they'll figure something out as Ant-Man looks over at the Ionic Generator and gets an idea. Explaining that the Ionic Generator is built to withstand extremely high quantities of subatomic energy, if he could engineer it to generate Photons instead of Ionic Rays, it might be able to mimic the effects of her powers. Deadpool asks if he's saying he can build a time machine, Scott affirms that he can but that he just needs Photons first. In 2099 on Damocles once again, Kang the Conqueror's soldiers are extracting Photons left over by the hole Captain Marvel tore in the wall. Kang meanwhile is watching a video feed of Carol's memories, observing the very moment she time travelled in 1995. He then pauses the video and commands Friday analyze it, the A.I. observing that Captain Marvel transcended light speed and created a wormhole into the universe's Time Stream. Kang asks Friday to compare that to the Photons residue collected in the lab. Friday does as told and claims they're a match, Carol Danvers stimulated her internal Photons enough to return to the Time Stream once again.

Kang calmly responds they must to follow her then but Friday insists that's not possible, the Terran Empire lacks time travel technology. Kang claims if he does nothing Captain Marvel is going to stop the Decimation and erase his Empire from reality, deprive the Earth from a glorious future. If he needs Time Travel to prevent that, it is merely another tribulation that he must to conquer, just as he has everything else. At the Avengers Facility in 2019, Scott Lang is using a special device to extract Nega-Photons from Carol's body claiming it's nothing short of miracle she can control these Photons at will, he once knew a guy that could do it with Ionic Rays, it didn't end well. Carol responds hopefully it's a good enough blueprint for the time machine and Scott insists it's even better than he thought, with her powers at their disposal the laws of Physics won't be a problem anymore, it's just a matter of actually building a Generator that can channel them. The camera then reveals the Ionic Generator to have been completely rebuilt to a Photon Generator time machine which Scott places Carol's Nega-Photons into and Deadpool then steps into.

Lang tells him if his calculations are correct Wade should be sent back in time exactly when he requested to the second. Once he's there he'll be able walk around for a little bit and when he's done use the Return Strap on his hand to come right back right after he left. Deadpool asks how long he has and Ant-Man confirms as long as he wants. Wade then says he's got it, he'll just kill baby Hitler and then be right here again in ten seconds. Ant-Man and Captain Marvel are speechless until Deadpool clarifies that he's kidding! Carol asks Scott if he's actually kidding and Lang claims he doesn't know, they're talking about time travel, either this is all a joke or none of it is. Ant-Man then activates the Photon Generator and Deadpool is sent through the Time Stream to ASGARD 2013 where Odin is shown to be sitting on the throne before shapeshifting and revealing himself to be Loki in disguise. Deadpool meanwhile exits the Time Stream in the middle of the street. Once Wade realizes he's actually in Asgard he runs into an outdoor theater where "Odin" is watching a play reciting a distorted version of Loki's backstory. Deadpool then comes out on stage dressed in a Loki costume and begins doing an offensive imitation of him as Odin slowly becomes infuriated and eventually tries to smite him, accidentally shapeshifting back into Loki while doing it. The Einherjar then begin cornering Loki as Deadpool uses the Return Strap to go back to 2019, telling Ant-Man and Captain Marvel that it works.

Later, the three of them are in the lounge brainstorming who to bring back in the Time Draft. Captain Marvel says they should bring back every Avenger but Ant-Man disagrees, claiming if they pluck someone who was Decimated from the past and they win there'll be two different versions of the same people existing. Just imagine the problems that would come from having two Thors or two Black Panthers. What they need to do is only recruit the Avengers who were killed after Decimation. Carol insists that they should start with team leaders then. Captain America, Iron Man, and Black Widow, they can't have an Avengers without them. Over the next few hours they all come up with ideas of the best time periods to travel to. Iron Man will be taken from the Battle of New York in 2012 since he needs to have experience fighting alien forces, but not be traumatized by PTSD. Captain America after the Hydra uprising in 2014 since he'll have low confidence in authority and won't overshadow the team with his ego. Black Widow needs to be taken in 2009 before her ruthlessness is softened by S.H.I.E.L.D. but still capable of turning on the Red Room.

After agreeing to all of those Captain Marvel realizes they have a plan, the best way to handle this is to divide and conquer, each one of them sent to a different year to pluck one of the Avengers so they'll all be able to start working together right away once it's done. Ant-Man and Deadpool agree as the trio all get into the Photon Generator and set it to each of the three years. They all then enter the Time Stream going in different directions. In NEW YORK CITY 2012 the Avengers are all assembling in a circle to combat the Chitauri invasion until Ant-Man exits the Time Stream across the street. Scott gets his bearings until seeing Hulk brutally crush a bunch of Chitauri soldiers right in front of him, muttering that he is not ready for this. Taking a shot from his flask before shrinking down and then flying an ant to where Iron Man is. Tony in the air casually shoots down Chitauri Chariots until Ant-Man crawls into his suit and politely tries to get his attention. Tony nonetheless becomes startled until Scott tells him it's okay, he's Ant-Man. Iron Man says he hasn't heard of Ant-Man since... Lang cuts him off saying "since High School, yeah, yeah, I know" he then tells Tony that it's a long story but he's from the future and he needs to come with him right now or else everyone is going to die. Tony insists Loki really did his homework on this and tells J.A.R.V.I.S. to flush him out, the Iron Man suit afterwards releases a gas that shoots Ant-Man into a free fall.

While distracted though Iron Man gets bashed off course by a Chitauri Leviathan. Ant-Man realizing what he's done enlarges himself into Giant-Man and punches the Leviathan out of the way, standing over all of New York City at sixty feet tall. Iron Man quietly says he's sorry and Giant-Man responds that he's not taking no for an answer, physically grabbing Tony out of the air with his hand until he notices all the Avengers going after him. Before any of their attacks can make impact Scott presses the Return Strap and disappears with Iron Man into the Time Stream. In WASHINGTON D.C. 2014 Helicarriers are crashing all over the city as Captain Marvel flies by witnessing the chaos first hand. Later, as the Triskelion is in the process of being rebuilt Carol disguised in a hat and glasses as a S.H.I.E.L.D. Agent walks in before entering the elevator. Just as the doors are about to close Nick Fury himself runs in and politely thanks her for waiting on him, totally unaware of who she is. Carol stares at Nick stammering for words only managing to say to him "you look so old..." which Nick responds asking how she'd look running a quasi-fascistic intelligence organization for the better part of fourteen years. Carol realizing that he's Director now... asking what it's like. Nick confesses that he's planning on retiring soon, he's done a lot of good at S.H.I.E.L.D. but it's time to hand the reigns to some new blood.

Captain Marvel observing he did everything he said he would and Nick agrees. The elevator opens and Nick reminds Carol that this is her stop and she proceeds to awkwardly hug him, saying that she's proud. Nick then asks if she's new here and Carol simply tells him "not exactly". She then makes her to Captain America's quarters where Steve is busy researching through all of the leaked S.H.I.E.L.D. Files on the Winter Soldier. Once Carol comes in Steve says he told the front desk no visitors until Danvers lets down her hair and takes off the glasses, confessing to Captain America that she's a superhero named Captain Marvel who needs his help to stop a threat even bigger than anyone he's ever faced before. Captain America says he’s never heard of her, why should he believe anything she's saying and Carol shoots a Photon Blast at the wall to prove she has powers. Captain Marvel insists she worked for S.H.I.E.L.D. for the past but wasn't able to come back to Earth until now. Steve says he's old fashioned, but he wasn't born yesterday and hits the security alert button until Carol blurts out she knows about Bucky. How he's the Winter Soldier and that Captain America found hope for him inside the Helicarrier. Steve asks how she knows that and Carol says she's not from 2014, that she literally bent time and space to find him, because Steve Rogers is a soldier, who always fight for what's right. From the 40s to hundreds of years in the future.

Carol then sees a platoon of S.H.I.E.L.D. Agents coming from the security alert and tells Captain America he has to make his decision now, extending her hand Carol asks if he trusts her. Steve says that he does and shakes her hand, Carol using the Return Strap to bring them into the Time Stream. In the RED ROOM 2009 Deadpool is casually breaking into the Academy while killing all the soldiers in his way until finding Black Widow. He speaks gibberish to her pretending it's Russian and she doesn't understand until Wade claims he knows she speaks English and that he's taking her on a top secret mission. Before Natasha can respond Taskmaster barges in and Deadpool mutters "oh you got to be shitting me". Taskmaster then tells Black Widow that this man is a trespasser trying to obstruct her from serving the People's Protectorate. Taskmaster then tries to fight Deadpool who effortlessly moves out of his way and kicks him down. Black Widow is surprised asking how he did that, Taskmaster should've been able to see that coming. Wade responds that his moves belong to him, he trademarked them, they're his. Taskmaster continues to fight but is unable to replicate anything Deadpool does and eventually gets beaten. He then threatens to fight Black Widow too unless she comes with him, Natasha impressed with his skills, agrees to do so and enters the Time Stream with Deadpool.

Ant-Man, Captain Marvel and Deadpool all return onto the Photon Generator in 2019 with their respective Avengers. Tony wonders what just happened and Captain Marvel explains that the three of them were brought from different timelines to 2019 in order to help save the universe. Captain America realizing that they lost and Carol saying it's been a hard couple of years, an alien named Thanos acquired the Tesseract and five other equally powerful relics called Infinity Stones which he used to wipe out half of all life. Their future selves, the surviving Avengers, were killed trying to bring everyone back. Which is why specifically chosen time displaced versions of them need to take their place in this timeline as the Avengers again. Iron Man comments that's perfectly not confusing while Black Widow says how she doesn't want half the universe to die, and will do everything she can to stop this Thanos, but just because she's not working for the Red Room anymore doesn't make her an Avenger, and once this is over nothing changes, S.H.I.E.L.D.'s still her enemy. Natasha then walks off and Steve tells Tony he's at least glad to be here with him, they make a great team. Tony then tells "damn right we do" and they both pat each other's backs.

Meanwhile, Thanos deep in thought uses the Infinity Gauntlet to literally walk through Space itself despite no sold ground existing below him. He eventually goes to the Idyllic Soulworld where he speaks to Adam Warlock, informing him that's he's taken his advice to stop compelling her with the Mind Stone. But even the most grandiose efforts cease to earn him so much as a smile, what must he do to make her love him the way he does her. Adam says love isn't an equation for him to solve, it's a gift that must be given, he cannot make Mistress Death love him through boastful gesture anymore than he could by force. Thanos responds every moment she isn't with him is another second that insolent vermin Wade Wilson will remain the sole keeper of Death's heart! The rant gives Thanos an idea as he exits the Idyllic Soulworld and teleports back to Sanctuary. Telling Mistress Death that he will no longer waste his time attempting to court her and then snaps his fingers creating the female equivalent of himself, Terraxia, who Thanos brags is his perfect match who will soothe the ache of his heart for the rest of his days, he has no need for Mistress Death any longer. Terraxia kisses and worships Thanos while Death walks over with the Mad Titan expects her to be jealous, but the Mistress simply asks if she can leave now. The Mad Titan angrily pushing Terraxia off and yelling never!

On Earth, Captain America is seen crying at a cemetery finding out that Bucky and Peggy had both died. Ant-Man catches up to him and Steve asks how it happened, Scott claims Peggy was of old age but Bucky was killed. Captain America then asks who did it and Ant-Man says Tony, Steve realizing it was probably because he killed his parents. Scott insists there was a lot of bad blood over it, tore the old Avengers apart, but they have to put that behind them this time for this new team to work. Captain America says that he will, he might've lost his chance at being with Peggy and Bucky, but no one else should have to with their loved ones. Meanwhile, Tony Stark is driving in his car following the GPS coordinates to "home" parking at his Lakefront House. He slowly walks in and Pepper rushes over to hug him, relieved thinking he survived the fight with Thanos. Tony goes along with it explaining how the Avengers still haven't defeated him and are working on a new strategy until hearing Morgan start to cry. Tony becoming enamored with the fact he has a son and gently picks him up, holding Morgan and feeling Pepper kiss him more says he'll deal with Thanos later, muttering to himself this future doesn't seem so bad.

In VANCOUVER 2099 it's pouring rain late at night as a Politician begins running frantically through the rain away from an assassin chasing after him until he's finds himself cornered. The politician begs for mercy but the assassin without hesitation slits his throat before casually wiping the blood off his blade. The camera then reveals Kang the Conqueror to be standing behind him, saying that even after all these years, some still can never resist the comforts of home. The assassin then turns around revealing himself to be Deadpool in a grey worn out costume, who asks if Kang's here for the Ionic Generator and the Conqueror affirms he is, asking how he could've possibly known that. Deadpool insists it's all he has left, but it doesn't matter. Kang responds that he sincerely doubts that and Deadpool replies he wishes he still had optimism like that in his eyes. Somberly explaining how after the Avengers were killed he and Ant-Man spent decades trying to undo the Decimation, Scott had these theories they could use the Overspace to pull on the strings of reality, circumvent the Infinity Stones. It was crazy but Wade claims he felt sorry for him, he just wanted to see his kid again. But then Scott died, and he tried to stay hopeful, kept working to find a way... but he just couldn't do it. Wade starts to become hysterical saying that he doesn't care about the Decimation or Thanos anymore, he just wants to die, just be with Death again.

Kang bends down and tells Deadpool that he's mistaken, he doesn't want to change anything that happened, he wants to preserve it. It's recently come to his attention that someone is trying to go back in time and change history. Deadpool asks why he should care and Kang reminds him that time is immutable. They're merely trying to make a new reality for themselves, but no else. All those years of pain and sacrifice he's gone through to fix his own life, rendered obsolete. Deadpool raises his voice saying they can't do that and Kang reminds him he has the chance to help make sure of that, show him the blueprints, he'll use them to make his own time machine and root out this unnatural transgression. Eighty years earlier at the Upstate Facility, the Avengers are discussing the next Time Draft. They decide to recruit the two strongest heroes next, Drax the Destroyer and Quicksilver. They choose to recruit Drax from Sakaar in 2016, since that's a time when he knew how to work as a team with the Guardians of the Galaxy, but wouldn't mind actually leaving due to the infighting that was going on at the time. Quicksilver was chosen to be recruited from Wakanda in 2018, since before that he was either on the run with the Secret Avengers or hadn't completed his training yet.

They afterwards divide into two teams, the first one consisting of Captain Marvel, Iron Man and Ant-Man and the second one consisting of Captain America, Black Widow, and Deadpool who then activate the Photon Generator and enter the Time Stream. This song begins to play as the first team find themselves on SAKAAR 2016 with Ant-Man muttering that he's a long way from San Quentin. Tony then asks if they'll all just blow up the palace and take Drax with him but Captain Marvel says that's not how they do things, insisting Drax isn't going to trust them if they come in guns blazing, they have to do with stealthily. Ant-Man then says stealth is his middle name, he has an idea. It then cuts to a Sakaaran ship landing gracefully nearby which a bunch of natives emerge from only to find Captain Marvel and Tony Stark standing there waiting for them. Tony sees them and sarcastically comments they're not who he was expecting, Carol adding on they must've taken a a wrong turn at Albuquerque. The Natives respond by shooting Obedience Discs into both of them before loading Carol and Tony onto their ship. They take off the camera reveals a shrunken Ant-Man undetected and hanging onto the vessel as it flies to Crown City. In WAKANDA 2018 Captain America, Black Widow and Deadpool emerge on the balcony in the Birnin Zana Palace. They sneak behind the corner and witness Black Panther greeting Nomad as he arrives. Deadpool says that Steve and Natasha looked better back then, asking Captain America why he shaved that glorious beard he was rocking and Steve responds that he never grew one in the first place.

Black Widow tells Deadpool to go find Quicksilver and get him on board, she and Steve will keep an eye on everyone else. Wade tells them you got it and locates Quicksilver on the other side of side of the Palace exterior. Pietro recognizes Deadpool asking how he got here. Deadpool responds he'll tell him all about it inside, Wade then goes to his com telling Natasha and Steve that he's got him until Scarlet Witch starts telekinetically holding him in place. She tells Pietro this isn't the Deadpool they know, she can see it with her Hex magic, he's from another timeline. Wade insists he knows this looks bad, but he can explain. Back on Sakaar, Carol and Tony get thrown into the same donut shaped cell that the Guardians of the Galaxy are staying in. Stark claims they got captured just like Scott said, what now. Danvers looks to see Drax the Destroyer sitting by himself and tells Tony to just keep himself occupied until she gets Drax on their side. Tony tells her she's the boss as Carol walks over and sits next to the Destroyer, making small talk with him until dropping the bombshell that she's from a future where Thanos won and travelled back in time to give him the chance to finally get his revenge. Drax though takes grave offense to Captain Marvel's implication that his quest for revenge is destined for failure and starts to attack her. Tony realizes he needs to stop this and starts screaming for help as the Guards come in, but instead of breaking up the fight, insist they take it out to the Arena instead.

In the Arena, the Grandmaster announces to the audience that he has two rowdy prisoners for the Contest of Champions tonight who he just knew would be perfect to warm them all up for main event time. He then introduces Captain Marvel and Drax the Destroyer as their fight is finally allowed to continue. Drax lands multiple good hits on Carol who tries to tell him that she doesn't want to fight. The Destroyer responds that he's ingested strength enhancing herbs from all over the Galaxy preparing to destroy Thanos for taking his family from him, he'll never use that to just be her puppet. Carol though insists that this is bigger than just his revenge and Drax punches Captain Marvel off her feet. Once Carol feels the blood on her lip she suddenly gets pissed and retaliates by going Binary, punching Drax with a super Photon powered punch. She yells out if he just wants to fight, fine, let's fight! In Wakanda once again, Captain America and Black Widow are sneaking through the Citadel until suddenly Black Panther sneaks up behind them and asks what they're doing, there's a meeting downstairs. Steve and Natasha both lie to him and say that they're cleaning themselves up. T'Challa claims he hopes their minds are as rejuvenated as their bodies. They ask what that means and Black Panther starts talking about the Civil War. Steve learning how he became Nomad and all the terrible things Iron Man did to him, in addition Natasha hears about how much good she did over the years even if it meant becoming a fugitive in the process.

Outside, Deadpool is still being held by Scarlet Witch arguing with her about taking Quicksilver. Wanda says that her brother is all she has in this world, she's sorry about what's happening in his timeline but Wade is just going to have to find someone else. Deadpool responds that even if the win the Wanda of his timeline will have nobody then, not even Vision. Scarlet Witch is surprised to hear that and Quicksilver asks him what he means and Wade explains in his timeline Vision was killed just like him, even if they still win empty handed his Wanda isn't going to have anyone waiting for her. Quicksilver goes up to his sister and tells her he has to go, she loves Vision deeply, he'll make her happy, even without him. Scarlet Witch begins crying saying that she needs both of them but Pietro reminds her then the other Wanda will have neither, and she couldn't live with that. Scarlet Witch then releases Deadpool from the telekinetic grasp and makes him promise he'll take care of him, and make this worth it, Deadpool promises. Back inside, Captain America and Black Widow are enjoying themselves with Black Panther until Deadpool tells them over the coms that he's got Quicksilver and to meet him out front. Natasha tells T'Challa how despite everything that's happened, she's proud of who she became and wouldn't change it for the world. They both then leave and rendezvous with Deadpool and Quicksilver before entering the Time Stream again.

On Sakaar, Iron Man is walking around the donut shaped cell until being seen by Gamora who asks Tony what his story is. Stark recognizes her and tells Gamora he's on a mission to stop her father Thanos. Gamora is surprised claiming she's doing the same and Tony confesses he's starting to think it was mistake, he's got a wife and kid at home, maybe they're more important than some witch hunt across time and space. Gamora tells Tony she wishes she could know how he feels, but doesn't have a choice, Thanos will always be a part of her. No matter where she runs, no matter where she hides, his influence will always have defined her. Meanwhile, Ant-Man is shrunken down sneaking through the hallways until passing Hulk's penthouse and shutting where he hears the roars. Scott eventually makes it to the Grandmaster's suite where he finds the remote device for the Obedience Discs. Before he can grab it Mantis starts dusting while Scott desperately hides from her until she finally leaves and he embiggens to full size, taking the Remote. Suddenly, the Grandmaster walks in behind him and asks who he's supposed to be. Scott stammers for words until simply telling "woof" and then throwing a shrink disc at him, shrinking Grandmaster to the size of an insect. In the arena, Captain Marvel continues to rail on Drax and almost deals the final blow on him until the Destroyer tells her to do it, his whole purpose in this life is to destroy, and he'd rather die by it then live in her world.

Carol then powers down and asks if he thinks he's the only one who lost someone to Thanos. They all did, he has the chance to make it right, to stop anyone else from having to feel the pain he did. Destruction isn't going to save them, but forging a better future can. Is it too much to ask for him to put his fists down just for once and right help make this right, "because they're counting on you, Drax, we all are." Drax begins to get choked up insisting that he would give every fiber of his being to hold Hovat and Kamaria again. Ant-Man then breaks into the arena along with Iron Man and tells Carol they need to go. Drax stands with them as they all disappear from the middle of the arena into the Time Stream. Both teams then appear at the same time on the Photon Generator having successfully plucked Drax and Quicksilver from their timelines. Captain Marvel then announces how they need to start looking for War-Machine and Gamora as soon as possible. Everyone follows her until Steve stops Tony and tells him that "in the future" he discovers that Bucky Barnes is still alive as a Hydra assassin, the that he was the one responsible for his parents car crash, Tony killed him for it after he found out. Tony is troubled hearing that but nonetheless coldly thanks Steve for telling him.

Thanos is on Sanctuary being embraced by Terraxia while continuing to notice Mistress Death longing for her freedom. He then angrily shouts for all the the fundamental forces of the universe to heed his words, Mistress Death believes them to be greater company then himself, which is why they must have a contest of sorts to truly see who is greater on the cosmic pantheon, and if they refuse, he will shred this universe down to its last atom if they're not here in the count of three seconds. Mistress Death gasps as Thanos begins powering up the Infinity Gauntlet counting down three, two, one and just as he's about to to snap his fingers all the Universe's Abstract Entities begin rushing down from the Overspace to fight as the Mad Titan battles them all breaking apart Sanctuary in the process. Mistress Death begs Thanos to stop, claiming those are his heavenly brothers. The Mad Titan replies that so long as the Abstract Entities remain as they once were she will continue to resist his love. thanos then extends his hand asking Death that with them all under his boot, will she finally stand by his side. Mistress Death gently tells him no and Thanos quietly grieves until his sadness turns to rage, insisting that is because there is still one more, Eternity. Thanos then uses the Space and Reality Stones to begin enlarging himself to such a degree that he himself enters the Overspace.

On Damocles in 2099, entire teams of scientists are working to build a state of the art Photon Generator that's capable of detecting Nega Photon residue from throughout time. After its completion, Kang the Conqueror is seen looking through multiple television screens connected to the Generator that show all the timelines Captain Marvel has altered. Kang is disappointed to see that the Avengers have been dragged into this crusade, selfishly turning the pristine forest of time into a unkept jungle, that perhaps he knows what it means to be an Avenger better than even they do. Friday asks what happens next and Kang insists that if the forests of time are being used as a weapon against him then he cut and burn it until it's nothing more than a bloodless meadow. Pruning away at every Chronal Branch until all that exists is a single tree that leads to his Empire, one future, under Kang. The Conqueror and Friday then work together to create a Temporal Dial in the shape of a mobius strip capable of traversing any and all timelines. After it's done Kang 3-D Prints it and places the Dial around his waist, Friday confirming its range is powerful enough to teleport all of Damocles with him. Kang then enacts Martial Law within the Terran Empire instating a worldwide draft for all the strongest men and women to join him in fighting their greatest threat yet, time itself.

At the Upstate Facility in 2019, Captain Marvel is in the kitchen until Black Widow walks in. Carol asks what she can do for her and Natasha just says thank you, insisting that she used to have nothing back in Russia, but didn't even realize it. Now she has this, a family, and can't wait to experience it all like her future self did, Carol faintly smiles and responds that she can't either. Tony Stark meanwhile is packing his belongings until Captain America asks what he's doing. Tony responds that he's leaving to stay with his family, none of this is worth it and he wants out. He then asks if this is because of Bucky and Tony saying it's about Pepper and Morgan, he has them right where he wants them, who's to say anything of this will even work. Thanos beat them once, and if they piss him off again he might take more away. He can't afford to lose what little he has left. Steve is speechless until Tony simply wishes him good luck, and to make sure Rhodey stops by when they get him. He then tries to leave until the entire Compound goes under lockdown. Captain America afterwards revealing to be behind it telling Tony he's not going anywhere, there are trillions of lives at stake and they need him to help finish the Time Draft. Tony chuckles asking if they'll really going to do this. Captain America though stands firm and Stark promises he'll find a way out before walking off.

Outside the Upstate Facility the Sword of Damocles emerges from the Time Stream hovering above them. Friday tells Kang that the time jump was successful, they're in 2019 at Captain Marvel's present moment. just as he requested, no new timelines will be created by this. The Conqueror then orders they destroy the Facility. Damocles begins shooting lasers at the Compound which, despite protection from the lockdown, blows to pieces and creates such a destructive impact the nearby lake begins leaking into the remains of the Facility. The Avengers are all displaced by the blast as Drax the Destroyer reorients himself only to find out the room he's in quickly flooding with Ant-Man trapped under a piece of fallen debris anxiously begging for help shouting that he can't breathe! Drax uses his super strength to pull it off and help Scott who asks what the hell just happened. Drax says he has no idea but Pietro's still somewhere under all this, he's got to find him before this whole place floods. Ant-Man asks why him and Drax responds because he's the only one who can get small enough to fit through those cracks. Scott begins to have a panic attack saying that he can't do this until Drax yells out that he can, he knows what it's like to lose everything you love and become a disgusting fat slob, but that pain and humiliation doesn't make him less worthy of being Ant-Man, he still matters. Scott reluctantly pulls himself together and shrinks down before jumping on a pencil into the other room. Meanwhile, Black Widow wakes up and wanders into a leaking hallway until she sees what looks like Captain America and Iron Man. Only to soon discover they're just soldiers dressed to look like them who begin charging after her as she desperately tries to run away.

Outside, Iron Man is slowly walking through the rubble where he finds Deadpool horrified to see him completely burned and mutilated until he slowly begins regenerating as Tony sighs in relief telling him to get up, Deadpool replies that at this very second he thought Tony was Tom Cruise and they recasted. Captain America then digs himself out of the concrete until he rendezvous with Black Widow, Drax, Iron Man and Deadpool. Steve asks Tony what he did and Stark swears that this wasn't him. They then all see Captain Marvel staring off into the distance at something and when they catch up to her see Kang the Conqueror sitting there waiting for them, telling Wade he looks much better in red. Black Widow asks who he is and Carol reminds her that before coming to 2019 she saw a dystopian future, where one man ruled the whole Earth. Kang chuckles claiming he knows what they've been doing, playing God by altering countless timelines to change history. Drax asks why he cares about what they do to Thanos and Kang replies by explaining how he's worshipped the Avengers for as long as he can remember, knows their history like the back of his hand, in particular how they die. If that were to change his Empire and the future he knows in this timeline and all the ones they altered will cease to be. Captain America says the world deserves better than a future ruled by men like him, Kang responds there are no men like him but Steve insists there will always be men like him. Kang's smile then turns to a look of anger as he summons his entire army from Damocles responding to Captain America that he thought the man out of time would know better than to resist embracing what can be. The Terran Empire along with Kang all then begin to into the remains of the Compound as Iron Man summons his armor from it just in time.

Thanos on the only remaining platform left of Sanctuary finally embiggens himself enough to enter the Overspace. The Mad Titan demands Eternity show himself until the stars and galaxies outline the shape of a living being. Eternity warns the Mad Titan to leave this place. He has chosen to respect his dominion in the universe as the wielder of the six Infinity Stones, but if he comes here seeking to take "that which is mine and myself" then he will show him power beyond his wildest dreams. Thanos insists the horizons of his imagination are wider than Eternity realizes, and supreme control of the universe is his take. Eternity responds control is what he what he desires then they shall see who has the tighter grip on the fabric of what is! Captain America, Black Widow, Drax the Destroyer, Deadpool and Captain Marvel all fight the Terran Empire's forces while Iron Man flies up to the Sword of Damocles and break in. He tries to open a hole inside until Tony quickly comes to realize that the ship's metal is impenetrable to all of his attacks, even his new Nanotech upgrades. J.A.R.V.I.S. observes that Damocles' defense system is able to adapt all of the 21st Century most advanced technology, even 2019 Iron Man's latest armors, but it might struggle to protect itself against a more rudimentary force that it's not often exposed to. Iron Man tells J.A.R.V.I.S. that he's a genius and uses the Diamond tipped drills that were built into his original Mark VII suit to dig into the metal and finally gets inside the Sword.

Ant-Man continues to navigate through the flooded hallways until finally finding Quicksilver next to what’s left of the Photon Generator. Scott wakes up Pietro until noticing the Generator is still partially functioning, which gives him the idea that they can still use it to make one more trip into the past to recruit Rhodey and Gamora. Pietro just needs to run everyone over here in time while tries to hotwire it. Quicksilver asks what about Facility and Scott insists they'll be able to wait out any threats in the present by only traveling back after they leave. Pietro tells Scott he better be right and then runs off. Outside, Kang the Conqueror begins fighting all of the Avengers who struggle against his superior technology. Kang begins telling them that they might not see it not, but they're on the wrong side of history, in his future the people of Earth know nothing but clear skies and full bellies, it's a paradise. Carol Danvers reminds it'll be born in blood and Kang insists they won't be alive to tell them. Suddenly, Quicksilver runs outside bashing through the Terran Empire soldiers at superhuman speeds about to do the same to Kang until his auto force field reacts at the same speed Pietro is running at and the Conqueror begins fighting him as well.

Meanwhile, Iron Man makes it to Damocles control room where he has J.A.R.V.I.S. hack into the interface until getting stopped by Friday, who recognizes him as an external virus. She then surprisingly asks Iron Man if she should allow it to continue anyway and Tony asks how she knows who he is to which Friday responds because he created her. Iron Man then tells her to let J.A.R.V.I.S. in and take complete control of the ship. Ant-Man finally manages to get the Photon Generator operational again except for the Time and Date screen. Scott then contacts Pietro on his com asking where he is as it shows outside Kang the Conqueror has almost completely overwhelmed the Avengers until the Sword of Damocles controlled by Iron Man literally lands on top of Kang, crushing him. The Terran Empire Soldiers all stop in silence over what happened and begin charging after Damocles which Iron Man emerges from. He then has Friday use the ship's laser system to blast all soldiers away alongside as he fights them off alongside the other Avengers until Quicksilver finally uses his super speed to bring them all onto the Photon Generator. Ant-Man then activates it sending them all through the Time Stream with the amount of energy required completely destroying the Generator in the present. In the Overspace, Thanos is continuing to fight Eternity despite the pleas of Mistress Death until successfully defeating him.

Afterwards, he begins shrinking down to his old homeworld of TITAN where Eternity along with all the other Abstract Entities have been transformed into statues. The Mad Titan gloating to Mistress Death that he has defeated the harbinger of life and her rival. Making themselves the only two Godly beings left in the universe, she has no choice but to love him. Despite those words Mistress Death simply sheds tears and says she would rather spend the remainder of existence mourning the defeat of her brother and equal than even so much as spit in his direction. Meanwhile, the Avengers all exit the Time Stream in LAS VEGAS 2008 where Pietro asks Scott why he would send them back nine years and Ant-Man claims what's left of the Photon Generator only had enough power for one more round trip through time before exploding. They only had one more shot to draft the rest of the team so he picked the only time in history he knew where both Rhodey and Gamora's locations were simultaneously known. Tony tells Scott that was clever thinking, he knows for a fact Rhodey's going to be at the Stark Expo tonight because in a couple hours Stark claims that he remembers going to gamble away fifty grand and getting drunk with his best friend before they're both admitted into the auditorium fashionably late. Black Widow asks what about Gamora but before Ant-Man can answer Drax confirms she will be on his homeworld, Praxius, for this is also the day where Thanos and his forces invaded, ravaged his people, murdered his wife and daughter. Captain Marvel insists they can use Mar-Vell's old Kree Starforce vessel to fly a team to Praxius, if she recalls correctly it should still be in Area 51 just outside Vegas. Captain America confirms it's settled then, Drax and Wade can go to space with Carol and the rest of them will stay in the city and then meet back at this spot once they're done. Deadpool then puts his arms out and excitedly yells "time travel!" Everyone stares at him in disbelief with Wade confused about their reaction, insisting he sees this an absolute win.

In 2019, Kang the Conqueror digs himself out of Damocles only to find the compound littered with the bodies of his soldiers. He asks Friday what happened to his army and the A.I. explains that Tony Stark overrides her commands and had her use Damocles' weapon system to dispatch them. Kang then asks what about the Avengers and Friday responds they escaped into the Time Stream to complete their mission. The Conqueror then screams in agony over his loss before he calms down, observing that he should've known just because his soldiers dressed like the Avengers doesn't mean they could ever live up to them. What he needs... is his own Avengers, Earth's Mightiest Heroes are the only beings in the Universe who can stop their rogue doppelgangers. Kang then adjusts his Temporal Dial and enters the Time Stream arriving in the same New York Ant-Man originally visited in 2012. The five remaining Avengers use the Tesseract to close the wormhole until noticing the Nuke about to hit the city as Kang the Conqueror himself personally flies by and intercepts it. He then helps all the Avengers assemble again as Kang introduces himself to them. Confessing that he's a superhero from the future and that someone has altered their timeline by kidnapping Iron Man, but can save him, with their help. The Avengers ask what they need to do as Kang smiles as it then shows Area 51.

Captain Marvel uses her old code to get into the base and opens the storage unit where she finds Mar-Vell's ship under a tarp, muttering that the Kree might be sadistic but they know how to make good spaceships. Once inside, Drax bluntly tells Deadpool that he is very ugly, Wade agrees insisting he's like a testicle with teeth. Drax though informs Deadpool that's a good thing, because if someone says they love him, that means they must really love him. Pretty people never know who they can trust. Captain Marvel then finally gets the engines warmed up as they then take off into space. In Las Vegas, Iron Man, Captain America, Black Widow, Ant-Man and Quicksilver all walk into Caesar's Palace surprised how despite being in full costume, none of them stick out. Tony claims he has a personal suite here in Vegas that he never used in 2008 that they should crash in for a little R&R before the Expo. Captain America says this isn't a vacation, it's a mission to save the future, they need to start planning how how to recruit Rhodey right now. Tony points out not all of them are here by choice and Steve angrily rolls his eyes telling Stark that he changed his mind, they should all just go to the suite, and while Tony's at it he should just quit the Avengers right now too. Tony asks why the change of heart and Steve responds because he was a never a hero, not a real one anyway. The only reason he was accepted into the Avengers was because his interests aligned with the common good, but thar never why he put on the suit. He did it because he's an addict, who just replaced alcohol with Iron Man. That's not someone he's going to fight for, that's someone they're better off without.

Tony responds that this is all coming from the guy who picked a Hydra assassin over everyone else. Explaining that he looked through his file after their little chat, he'll always just be chasing after some nostalgic pipe dream of the good old days while everyone around him suffers for it. Steve responds at least it's better than his, because he knows how his story's going to go. Tony will be happy with his family for a year or two, but then he's going to get bored, find some excuse to keep making more suits and blowing innocent people up again, because that's all he knows, and all he'll ever be. They both then walk as Quicksilver disappointingly comments that they couldn't keep it together for just one day. Ant-Man though follows up with Iron Man and Natasha with Captain America. Scott telling Tony that he's sure Cap didn't mean all of that but Stark insists he meant every word of it. Lang sighs and says that he doesn't blame him, that if he were in Tony's shoes, he doesn't know what he would do. Steve never really had a family like that, he wouldn't understand. Meanwhile, Captain America is with Black Widow who tells Steve he was right to stand up to Tony, he ruined both of their futures. Steve tells her he won't let history repeat itself and then and Natasha asks why not, insisting that they also fell in love, maybe some of it is worth preserving. Captain America then passionately kisses Black Widow until afterwards gently pressing her off, telling her he doesn't feel it, Natasha also confirms that she doesn't either.

On PRAXIUS, Umbra Requiem is slashing down dozens of Prosilican warriors on behalf of Thanos until she suddenly gets knocked off balance by a Photon blast as Captain Marvel flanked by Deadpool and Drax walk out of the mist towards her. Umbra picks up her sword and is about to fight them until Drax puts her in a chokehold saying they're here to kill Thanos, but she help them. Umbra insists she could never until Captain Marvel blurts out that he's going to win, she's seen the future and knows he's going to collect all six Infinity Stones and wipe out half of everything. Drax adds on but they can stop it, he knows she hates Thanos almost as much as he does, and wants nothing more than to be free of him. Umbra then mutters how it’s been a long time since she’s felt hope as Drax lets her go. They all start walking back to the ship as Gamora asks how they're going to stop him and Carol explains once they rendezvous with the rest of her team they'll travel into the future after he's won and then they'll make things right. Deadpool then asks if that's their ship, seeing in the distance hordes of Outriders pillaging all the land between them and Mar-Vell's Starforce vessel. Gamora then unsheathes her sword and looks to her new comrades, insisting that they can stop them. This song then starts playing as it cuts to Earth at the STARK EXPO where all the Avengers are undercover in the audience.

Obadiah Stane begins giving a speech about his role as Chairman of Stark Industries with Iron Man disgusted by his false formalities. Black Widow then notes that the 2008 Stark and Rhodes are entering the stadium. Quicksilver proceeds to super quickly punch and knockout 2008 Tony Stark before replacing him with his present self, quipping that he always wanted to do that. Present Tony then leads Rhodey to the side to where the Avengers are. When Rhodes asks what's going on Tony insists that he knows this is going to sound crazy but he needs him to come with him, Captain America insisting it's a matter of national security. Rhodey argues they don't have time for any pranks right now, they need to get to their seats or else both of their asses are both going to be roasted over the fire. Rhodey then starts dragging Tony away insisting that he'll thank him later for this. Suddenly, Kang the Conqueror along with the 2012 Avengers all exit the Time Stream in the middle of the Expo causing a huge panic. Kang then points out the Present day Avengers in the crowd and tells the 2012 Avengers that those are the imposters who destroyed their timeline! Thor recognizes Ant-Man as the enlarged man who kidnapped Iron Man, which causes Scott to realize they're actually from another timeline, one of many they created by drafting heroes from the past. Kang then quietly commands his Avengers to "Assemble" as they all charge after the present day team.

Thor begins flying after Quicksilver who begins chasing all around Las Vegas, Pietro claiming they'll finally be able to figure out who's faster as he tries to dodge Mjolnir and all the lightning bolts the God of Thunder hurls in his path. Meanwhile, Hulk is viciously charging after a terrified Ant-Man destroying everything in his path while Scott simply tries to avoid getting crushed. Captain America and Black Widow together try to evacuate civilians from the chaos until they both run into their respective 2012 selves doing the same. 2012 Captain America comments that they look just like them and 2012 Black Widow reminds him looks can be deceiving, Present day Black Widow insisting that it appears they were taught the same lessons. Present day Captain America says that he doesn't want to hurt them, but if they don't do this, both of their futures will be doomed. 2012 Captain America then charges after his present day self as they both bash their Carbonadium shields into each other and the Black Widows follow suit. Kang the Conqueror is then seen having an intense battle against Iron Man, whom is no match for the Conqueror's superior technology Tony tries to have J.A.R.V.I.S. contact Friday and have her turn on Kang again only for J.A.R.V.I.S. to claim the contact was blocked. Kang then blasts Iron Man down informing him that he took the liberty of erasing all traces of him from his personal database. Insisting that he's learned an important lesson from this little adventure, that that history isn't written, history is made! Made by the deeds of the strong and the brave! Destiny is forged! The heroes and the dreamers who care only for momentary comfort convince themselves they're making a difference. But it is the conquerors who change the world!

Iron Man tells Kang that he forgot something important, history is written by the victors, and then flies off to find Rhodey. Rhodes asks Tony how long he's had a double life as a superhero and Stark insists it's not important right now, because Rhodey is a superhero too. Insisting that he's one of the best men he's ever known before handing him a Nanotech Arc Reactor, which Rhodes puts on as the latest War-Machine armor formulates over his body. Rhodey says he could get used to this as Kang the Conqueror catches up to them and both Iron Man along with War-Machine battle him. Black Widow eventually overpowers her 2012 duplicate until suddenly Natasha finds herself totally laced in binds from a trick arrow as Hawkeye jumps down from a ledge he was perched on telling Black Widow that was always her weakness, she's too predictable. On Praxius, Captain Marvel is flying through the Outrider hordes as Deadpool, Gamora and Drax support her on the ground. The Destroyer then sees Thanos in the distance and in the confusion leaves his teammates to go after him. Just as Drax catches up to him he freezes while witnessing the Mad Titan standing over Hovat and Kamaria. They beg for mercy but Thanos merely tells them not to be afraid, Death is beautiful. Just as he's about to kill them Drax intervenes by ripping Thanos' heart out, only for the Mad Titan to simply reply "interesting" and then brutally attack Drax before finally laying waste to Hovat and Kamaria. Thanos then goes back to the Dark Aster as Drax slowly gets up to find his wife and daughter still alive. Drax tries to comfort his family and is able to have one last moment with them before both finally die. As Drax bursts into tears Mar-Vell's ship flies above his head. After picking him up Captain Marvel says she's sorry he had to live through that again and Drax responds that they came to fix the future, not change the past.

On Earth again, a shrunken Ant-Man keeps jumping around Hulk's body to try and avoid his punches until he's about to get hit and enlarges himself to block it, becoming as strong the Hulk. Once Scott realizes this he then makes himself huge and with his fingers physically flicks Hulk out of the way. He starts laughing before coming to the realization that he still matters. Giant-Man then wonders where Thor is as Black Widow still tied up asks Hawkeye how he knows who she is. Clint explains that he was sent to execute her on behalf of S.H.I.E.L.D. but made a different call, trained her to be an Avenger, someone better than her. Natasha asks if that she had a say in any of it it, or was she forced into S.H.I.E.L.D. just like the Red Room. Hawkeye says at first, but that she'll eventually learn to embrace it, become one of them. Iron Man and War-Machine continue to fight Kang as Rhodey flies around blasting the Conqueror with everything he has until Kang manages to successfully shoot him through the abdomen out of the sky as War-Machine brutally crashes into the ground. Iron Man screams out "RHODES!" as he stops fighting Kang and flies down to help his friend ripping his mask off to check his pulse only for J.A.R.V.I.S. to find none. 2012 Captain America is still fighting his present day counterpart and eventually puts him in a chokehold until realizing Kang just killed a man in cold blood, which causes him to let go of Steve and call all the other 2012 Avengers to assemble. Kang slowly walks over with his weapons out ready to kill Tony too until the 2012 Avengers arrive and tell him to stop, insisting this is not how they do things. The Conqueror claims they have to correct these time aberrations by any means necessary, even if it means slaughtering their enemies.

Captain America though claims that's still their Tony Stark, and that was this timeline's War-Machine, murdering them is just going to make things even worse. Kang argues the timeline was corrupted the second it was infiltrated. These people are not their friends, they're remnants of realities that never should've came to be. Their deaths are no different than purging a virus. Hawkeye asks what about all of them then and Kang insists they'll accept their fate when the time comes, and if they don't, they'll end up the same way. Hulk then punches Kang the Conqueror shouting out that the Hulk does what he wants. All the 2012 Avengers then turn on Kang as he starts fighting them eventually using his Temporal Dial to disappear from the timeline only for the past Avengers to all latch on and teleport with him.