Avengers: Infinity Gauntlet is a 2019 film released in the Earth-11584 continuity of the Marvel Cinematic Universe. It is the first film in Phase 4 of the MCU and the 29th film overall in the MCU. It is also the fourth film in the Avengers franchise, and the direct sequel to both 2018's Avengers: Infinity War and the Netflix series Avengers: Infinity. In the film, heroes from the future year of 2039 are tasked with returning to the past and attempting to undo the actions of the Mad Titan Thanos, who successfully killed half the population of Earth while assembling the stones of the Infinity Gauntlet. Like its predecessor, Infinity Gauntlet features most if not all the heroes of the MCU up to this point, with several from the Infinity series making their cinematic debuts such as Miles Morales and Kamala Khan.
Following the reveal of Thanos as the primary villain for the Avengers going forward at the end of the 2012 film, plans were set in motion to bring the so-called Infinity Saga to fruition. While the storyline for Infinity War (in which Thanos gains the stones and is victorious in the end) was determined early on, the story for the followup film, initially titled Infinity War Part 2 and then retitled Infinity Gauntlet, changed drastically during production. Most early drafts had the film taking place immediately after Infinity War, though the decision was eventually made to show the consequences of Infinity War by flashing the film 20 years into the future. As the script for Infinity Gauntlet ballooned due to the inclusion of several new characters, most notably the heroes Kamala Khan and Miles Morales, the decision was made to have a spinoff series entitled Avengers: Infinity air on the distribution channel Netflix, to both explain the intervening events between the two Avengers films, but also to limit the amount of time spent in the future world of 2039.
Marvel Studios Head Kevin Fiege was quoted as saying that Infinity Gauntlet would be the end of the MCU as we had known it, and that several new franchises would be spawned out of the film (as well as some older ones continuing). After initial production concluded in January of 2018, further reshoots were scheduled in the summer of that year, as well as additional shoots for Avengers Infinity.
We open with a brief flashback to the nightmare of the event known colloquially as "the Snap." Tony Stark is the sole witness to the actual event, seeing the Mad Titan Thanos snap his fingers and wipe out half the life on the planet Earth as he ascends to the godhood he demanded. Upon his return to Earth, Tony witnesses the disintegration of those closest to him: James Rhodes, Nick Fury, Happy Hogan, and most devastatingly of all, Peter Parker and Pepper Potts. The horror of the event haunts his dreams even as he struggles to wake from them, and with a sudden jump cut we find Tony doing exactly that, waking up in his room inside the palace of Wakanda. Tony has barely aged a day in the 20+ years (as the title cards reveal to us) since that event, a "gift" of eternal life from Thanos to forever live with the consequences of his hubris. Tony slowly climbs out of bed and views the Wakandan sunrise from his room, seeing the reconstituted armies of Doom once again attempting to penetrate the force shield around the Golden City. He walks out of the room and is greeted by Shuri, noticeably older and wiser, as she says they've made progress on the device they've been working on. Tony says he's still afraid to use it, but Shuri says it is an opportunity, for themselves if nothing else. Tony seems to still debate with himself as we look over his shoulder to see a partially completed Quantum Tunnel similar in design to Hank Pym's. Shuri comments that they will fight for the future by saving the past. Tony merely replies that he just hopes they don't lose more in the process. Unbeknownst to the two however, a monitor nearby beeps several times, as a deep space sensor has detected a singular cosmic power source in Earth orbit briefly, before shooting off back into space before the title card of "Avengers: Infinity Gauntlet" runs across the screen.
We cut to a few weeks later and the 2039 streets of New York City. As it was in Avengers: Infinity, the city only has a few futuristic elements in it, mostly the design of vehicles and the greater expansion of beam weapons technology. We do see some holonews casts, mostly focusing on the ongoing war between Latveria and the nation of Wakanda, as well as information on the launch of a new state of the art spaceship known as the Damocles, captained by Nathaniel Richards. We see Miles Morales, the new Spider-Man, swinging through the streets of New York doing battle with a low-level crime boss going by the name of the Rhino, who wears a pneumatic suit of armor that grants him enhanced speed and strength. While fighting, though, Miles is also having to dodge blaster fire from the NYPD, who are trying to capture him on orders from the new United States government led by "President for Life" Norman Osborn. We hear Miles' narration as he tries to survive the police and do his job in catching the Rhino, eventually succeeding in the latter. However, he is confronted by several officers in the back alleyway nearby, only to be saved by his fellow superhero Ms. Marvel, also known as Kamala Khan. The two exchange some banter as they painlessly evade the pursuing police, eventually losing them after a short chase. Miles asks Kamala why she was late, and Kamala admits it was hard to get away from her parents. Miles laughs, though Kamala says that he shouldn't be laughing since he has to meet them in two nights. Miles says he's met her parents plenty of times, but Kamala playfully approaches him, lifts his mask and gives him a peck on the cheek, saying that he hasn't met them as her boyfriend. She goes off to patrol another part of the city, while Miles stands there dumbfounded for a moment, before following her. Unbeknownst to the both of them, a drone launched from Rhino's armored suit had been tracking their movement, and had overheard their conversation.
Miles rushes back to speak with his mother, who is now entirely aware of his identity as Spider-Man. However, their conversation is more geared towards the fact that he will have to meet Kamala's parents as her boyfriend. Rio Morales gives her son some pointers about "meeting the parents" as it were, while also fixing up a suit coat for his dinner date. We get a montage of Kamala and Miles both preparing for this dinner date in their own way, the monotony of new life in this universe. Elsewhere, we see Norman Osborn speaking over a communicator with Victor von Doom, negotiating over the use of American troops in the assault against Wakanda. Osborn laughs at Doom's failures thus far, saying he has had bigger problems to deal with in America. Doom comes back by pointing out that what amounts to America these days is primarily the Eastern Seaboard...America having been reduced in size to colonial times. Norman doesn't take kindly to this point and cuts the call short, only to be interrupted by an aide who tells him that one of their contacts, Rhino, has come up with information regarding a couple of "miscreants" in New York. Norman looks at the conversation Miles and Kamala had on the rooftop and tells his aide to get research on finding out who those two are immediately. The aide replies they already have a hit on the girl, and they'll be making their move soon.
We cut to the suburban home of Kamala Khan, where Miles is dropped off by his mother on her way to work. His mother gives him words of encouragement, telling him that she loves him as she always does. As he walks to the door he suddenly gets nervous, his spider sense inadvertently tingling as he opens the door to see Kamala's father, who smirks at him and ushers him into the living room. At the dining room, Miles and Kamala are seated opposite each other as Kamala's father, Jusuf, attempts to play the intimidating father. Kamala and her mother, Disha, manage to quell this with a simple look. After brief conversations about Miles' past and his ideas for after high school, the conversation turns to current events and the recent rise of heroes again, as Tony Stark has recently emerged from hiding. Disha is indifferent to the idea of super heroes; so long as they stay away from her and her family she doesn't care about them. Jusuf seems to have a similar idea, saying that they should just let the authorities deal with things. Kamala gets quiet as Miles tries to stick up for the new neighborhood superheroes...like the new Spider-Man who's shown up recently. Jusuf dismisses him as a wannabe compared to the original, which Miles doesn't disagree with. Kamala tries to change the subject when Miles brings up Ms. Marvel, as her parents do not know of her double life as of yet. Dinner is interrupted by this double life, however, as Rhino suddenly crashes through the front door of their home, hunting for Kamala, or as she wants to be known Ms. Marvel. Jusuf at first says he has the wrong house, telling Kamala and Miles to run. Rhino insists that he doesn't know what's going on in his own home. As if on cue, Kamala comes back into the room, using her powers to punch the Rhino clear out of her home and onto the street outside, as Miles waits in back and throws his clothes off, revealing his costume underneath. Jusuf and Disha can barely believe what they are seeing of their daughter, who apologizes to them but says she'll explain later. Miles comes from the back just as quickly as he disappeared, ready to fight the Rhino.
Rhino fights with the two heroes, who more than hold a match against him. However, a squadron of Army troops dispatched by President Osborn descend on the area and begin indiscriminately opening fire at the heroes. In the crossfire, both of Kamala's parents are killed, devastating the hero. She attacks the troops briefly until Miles pulls her away, trying to take them both to safety against the overwhelming odds. They make their way to Miles' apartment, only to find President Osborn their personally with a squadron of troops, having already "dispatched" with Rio Morales. Now it is Miles turn to get angry, as he attacks the President of the United States directly, only to be captured by the highly trained squadrons of hunters. Norman gloats at Morales and Kamala, who was also captured, saying they brought this on themselves by acting up as heroes would have. They should have just kept their heads down and gone along like everyone else. He is interrupted though by a voice saying that's not how heroes work, and then is kicked in the face by an invisible force. A being decloaks to reveal the Black Panther, along with Wiccan and Hulkling, each wearing Vibranium body armor. The troops open fire again, and the heroes rush Miles and Kamala into an aircraft that is waiting for them which then flies off for Wakanda, cloaking in the process. Norman gets to his feet and reaches for his cell, telling his flunkies to call Doom and prepare American troops for an invasion of Wakanda.
On the plane, with the adrenaline faltering and the danger having passed for the moment, Kamala breaks down crying over the loss of her parents, while Miles tries to hold it together himself for the loss of his mother. Eventually the two cry themselves to sleep on the jet as Hulkling looks over them, sympathetic. The jet flies across the ocean beyond American airspace, before Wiccan opens a portal that takes them closer to Wakanda. They fly through the shield and into the Golden City, landing and providing Miles and Kamala with a bit of rest after their ordeal. In the distance, Tony watches the two as he is told of what happened when they went to retrieve them, but a look of partial disgust crosses his face when he sees Miles costume as a crude copy of his old "student", Peter Parker. Some time later Miles and Kamala awake and join the rest of the New Avengers in the throne room. Despite still being broken up about their parents, they are starstruck by the appearance of The Thing, Black Panther, and especially Iron Man, though Tony is somewhat cold to the both of them. Eventually they are invited to take a seat and listen in to this debate, as they have been summoned here to see if they are ready to be members of the team.
Cassie continues explaining the original plan of her group to use the plans drawn up by Bill Foster to build a Quantum Realm Traversal Vehicle. This, theoretically, would work as a pseudo-time machine, as some of the notes by Foster seem to indicate that this might be possible. The group was originally planning to travel back in time to prevent the Snap. Upon further reflection, they decided to focus on using it to save their loved ones in the past by bringing them to the future, people like Wanda, Hulkling's mother, Clint Barton and Scott Lang. Shuri sides with the group on the possibility, but doessay definitively they cannot change their current future, merely create a branching alternate timeline. Ben asks for that to be explained, which Donald simply chimes in by saying that for anyone who goes back in time, their original timeline becomes their past and the new timeline becomes their future, with nothing changing in the past. It resolves the potential of the grandfather paradox. Wong and Wiccan say that is not true, as the Time Stone has been known to change the past. However Tony replies that it was only ever in a localized area, based on what they've told him. Besides, even if they could change the future, it would undoubtedly do more damage for those who are alive today, potentially erasing millions out of existence. Miles tries to chime in that it would save millions to from both the Snap and the Skrull Invasion, but Tony completely ignores his input, saying that their efforts can't be done. Cassie implores for a compromise, saying that there may at least be some information inside the Quantum Realm they can use against Doom and his forces, something that Tony does eventually acquiesce to.
The group prepares to turn on the Quantum Tunnel Device, signifying that the power requirements may damage the shield emitters around Birnim Zala temporarily. However Doom's offensive has stopped for the time being, leaving them open to this opportunity. Cassie activates the portal and the machine works as designed. However, before they can traverse in the vehicle they had built, something else comes through the portal, and the group are amazed that it is another Traversal vehicle. They are even more stunned when they see the aged form of Scott Lang, the Ant-Man, emerge from the vehicle. Cassie herself can barely believe it, and Scott nearly collapses when they tell him what has happened in the intervening time. We cut to a few hours later, where Donald walks into the room and says that the shield emitters are stabilized, right on the tale end of Cassie and company explaining to her father what has happened and what their plans are. However, Scott tells them that they can't go back in time due to the nature of Quantum Signatures (something he picked up from the Micronauts he befriended down there). He explains that every person has a Quantum Signature that is unique to them, so if they emerge in a time where a version of them already exists, it would cause a catastrophic realignment of the timestream that would result in the annihilation of both individuals. It is suggested that maybe the immortal Tony could survive such an event, but Tony said they'd be traveling back in time to before Thanos had made him immortal, possibly meaning even he couldn't survive it. And since nobody could go back to before the snap, it'd be pointless. Wiccan and Hulkling point out the obvious, while Cassie and Lita couldn't return to the past due to their being children, both of them could on account of having not been born yet. And Miles and Kamala could also join them. Scott chimes in there is always the remote chance of a recycled Quantum Signature resulting in the same outcome, but it's a miniscule possibility. Tony discounts it immediately and storms off, especially after Miles says that he will do it. Tony says none of them know how precious life can be and that they shouldn't risk it on a half-cocked plan that won't work. Shuri tries to placate him, saying it could be for their future if nothing else. This is the world they didn't make, why should they have to suffer in its fate? Tony cannot answer this, and leaves.
Meanwhile outside, Norman Osborn meets with Doctor Doom, sporting a large contingent of military forces (though the tech is far behind what Doom or the Wakandans possess). Osborn himself is clad in a green battle armor and rides around on a glider. He offers Doom the aide of the United States military in taking Wakanda, so long as he gets a chance to kill Tony Stark himself. Doom dismisses the idea, saying that he can take them out himself, but eventually acquiesces to Norman's aide. Doom reveals he has rebuilt his Vibranium disruption machine and plans on using it on the shield the following day. That night inside Wakanda, Miles and Kamala are both up, trying to digest what had happened both to their parents and with all the information they've been bombarded with. Tony witnesses them leaning on each other for support and begins to approach, with Miles yelling out to him that they heard him before he came in. Eventually the conversation turns to Tony's relationship with the original Spider-Man and what he was like, which Tony replies "kind of like you, kid." Tony explains what happened during the battle with Thanos to make him immortal. Through the conversation, he seems to warm up to Miles and Kamala both, appreciating their own short-lived careers as heroes. Elsewhere, Scott and Cassie speak with one another, trying to reconnect as father and daughter while also connecting with the fatherless Lita, while Hulkling and Wiccan also share a brief moment of flirtation. However all of this is interrupted by Donald, who says that a cosmic power signature has appeared on their deep space radar, just beyond the orbit of Neptune and approaching closer.
At first Ben thinks it must be Thanos, but Donald cross-references it to data from Thanos' previous incursions 20 years earlier and reveals that, while it is similar, it is not Thanos. He cross-references the signature with the rest of the database, and reveals that the signature appeared twice before: once a year or so after the Snap and a second time a few weeks earlier. The alarm goes off again, revealing that a second, significantly more powerful energy signature is following the other one, with both heading for Earth. This causes Wong to go white in the face, and Wiccan asks if he knows what is going on. Wong says he thought it just a myth he read in ancient Vishanti texts, and then reveals that they knew of this threat from their work with the Asgardians and others. Tony asks what the threat is and Wong reveals it as the coming of the Devourer of Worlds, Galactus.
Wong takes a moment to explain what little he knows of Galactus, only that he has a herald that leads him to planets filled with life energy to satiate his great hunger and that he is possibly more powerful than even Thanos. Donald surmises this must be why the signature turned up the first time; it visited the planet but, with Earth's population devastated by the Snap, Earth wasn't "ripe enough for Galactus at the time." The gains in population in the 20 years since have changed that equation. He also reveals that Galactus will arrive in a few hours. Tony asks what they can do to stop him, and Wong admits there is no power in this universe he knows of that could or would defeat Galactus. After short thought, Tony says that settles it, they're going to save what they can by sending Miles, Kamala, Wiccan and Hulkling back in time. If there world is doomed anyway, the ones who can save themselves might be able to save another Earth in a previous time from the same fate. The group resolves to go down fighting after sending them back, but before they can activate the Quantum Tunnel, an explosion outside the city reveals that the Shield surrounding it has collapsed unexpectedly due to the Anti-Vibranium technology of Doctor Doom, who's forces now begin approaching the city.
A mad dash is made to prepare everything for the four to travel into the Quantum Realm, with Scott helping Cassie as best he can at loading data about the Quantum Realm and the Time Vortex they will have to travel through. Scott is also careful to tell them to make sure to exit the vortex at exactly the right time, or else they could rip a hole in the Vortex, causing who knows what to happen. Before leaving to join the other New Avengers in fighting Doom's forces, Tony makes sure to hand Miles a holorecording, telling him it contains vital information concerning defeating Thanos. It was something he had crafted just in case he ever got a chance to "do things over." Miles says he will guard it, and Hulkling says he is at least partially familiar with what is on the disc as well. The fight inside Birnim Zala is brutal, as the Doombots defeat the remaining forces of the Dora Milaje with relative ease, and only face resistance from the New Avengers briefly before overwhelming them. Doom and Osborn march into the city and confront Queen Shuri and Tony. Tony tries to explain that they need to pool their resources to overcome a far greater threat that will arrive any minute now, but Doom disregards any threat against his control. Osborn leans in and says it will be a pleasure to finally kill the great Tony Stark, only to be turned on by Doom, who's forces quickly subdue the American forces Osborn brought with him. Doom says he will soon be the master of the entire world with the Vibranium stores of Wakanda in his grasp, as the skies overhead begin to darken.
Inside the laboratory, several Doombots break in and Scott, Cassie and Lita are forced to hold them off as long as they can, just long enough for the data to be loaded into the traversal vehicle. Scott sends the vehicle off containing Miles, Kamala, Wiccan and Hulkling into the Quantum Realm (the four having been outfitted with makeshift nano-suits to protect them from the harsh Quantum Environment) just as high above Wakanda and the rest of the world, the Silver Surfer descends, leading Galactus to his next meal. Galactus meticulously goes about setting up his elemental converter, merely dismissing Doom with little more than a gesture when the despot flies up to confront this "usurper." Tony flies up to plead with the Surfer to spare his world, but the Surfer replies that they all do what they must to maintain the cosmic balance. As Surfer is confronted by Tony, he blasts a hole through his chest, causing him to plummet to the ground. Surprisingly to Stark, his "immortality" seems to have been overridden by Surfer's Power Cosmic. As he lay on the ground, the Earth begins to break apart around them as people die, and the World Devourer begins feasting once more.
Inside the Quantum Realm, however, the Traversal vehicle begins scanning for the Time Vortex, a central location where they will theoretically be able to jump into the Quantum Realm at another point in the past. Due to random occurance (made worse by the macro extermination of the Earth above them), there position radically shifts several times before they are able to find the Time Vortex. Kamala, the only person who seemed to catch on to Cassie's crash course in piloting the Vehicle, tries to traverse the rapid temporal waves and eddys surrounding the Vortex. As they approach the right time, Kamala's piloting inadvertently hits one of the eddys, and the four can see a partial rupture in the Vortex, allowing Quantum particles from outside to scatter to places and times unknown. Despite this, the group are able to land in the Quantum Realm at the right time, despite all the odds. However, the damage from the Traversal Vehicle is significant, and they are forced to land to facilitate quick repairs. As Wiccan and Hulkling attempt to repair the vehicle, they are assaulted by a familiar sight: the form of Janet van Dyne, who in this time is still trapped in the Quantum Realm. After they explain who they are, she helps the group finish their repairs and they activate a special mechanism unique to this Traversal Vehicle to activate the Quantum Tunneling Device in the Macro World. Inside the Pym laboratory, Hank Pym, Bill Foster and Hope van Dyne are surprised to see the Tunneling Device turn on automatically shortly after their first test run had failed, and even more surprised when the vehicle emerges virtually unscathed.
The four heroes along with Janet come tumbling out of the vehicle, a reunion taking place between Janet and her family. Hank demands to know what is going on shortly afterward, and Wiccan takes charge, saying that there's no time to explain. They need to find the Scott Lang of this time frame and get in contact with SHIELD as soon as possible. Hulkling asks what the date is, and when Hope answers him he says its still about a week before things really go off kilter. He picks up the data disc that Tony had given them before they left, and then tell Bill Foster to bring his daughter by Janet when he could, and that maybe Janet could help (a story that Scott had relayed to them in the future.) Everyone is stunned by this revelation, most especially Bill, who says that no one else except Elihas Starr knows about his daughter's condition. He and Hank travel with Janet to his daughter, while Hope takes the four over to where Scott Lang is in the hopes of catching up with SHIELD. After collecting Scott (which is awkward for Teddy, as he sees a young Cassie at the Lang household) and making contact with SHIELD agent Phil Coulson in the process (though Agent Woo is suspicious of their dubious claims), the group heads towards New York to meet with Tony Stark.
At Avengers Tower, Stark is not really open to their story, stating categorically that time travel is impossible, but he thanks the group for ensuring that the Pym's will be captured for violation of the Avengers Protocols. Coulson tells Tony that it may be more possible than they think, after all their limited research into Quantum Technology is nowhere near as deep as what Bill Foster had done (or what Cassie had done in the future timeline, for that matter.) Miles then shows Tony some of the data on the disc, including a holo-projection of the future Tony telling his past self about Thanos and the Infinity War, and how this disc contains some information to fight them. It also tells him to get in contact with Nick Fury and to tell him to get a specific message to Carol Danvers. Tony asks who the hell Carol Danvers is, and Coulson immediately chimes in he'll deal with it. It's at that moment that Thor, Loki and Beta Ray Bill arrive in Avengers Tower as they had before, warning Tony of Thanos' imminent arrival. Tony tells Coulson to get Fury AQAP, and to tell Hill to have SWORD on standby.
Several events then transpire with slight alteration to the past Infinity War battle, as Wiccan confronts Doctor Strange on the folly inherent in viewing the future (and telling him his plan for the Time and Mind Stone are worthless if Thanos arrives with the Reality Stone.) They also tell Fury to contact Captain Marvel sooner, telling her to meet with the Guardians of the Galaxy at Knowhere in the hopes of stopping Thanos then and there. Miles and Kamala travel with Rhodey to acquire the Fantastic Four and Spider-Man while Wonder Man travels to find She-Hulk. The most important thing the group needs to do, though, is find Steve Rogers and bring him in before the Black Order try to attack Vision. On that note, Wiccan opens a portal to Edinburgh, so Tony can confront Steve himself. In the meantime, Hulkling tells Fury that they need to find two other individuals, and they need to go to Washington to do it.
Outside of Knowhere across the galaxy, Carol Danvers flies into the spaceport, looking for the home of the Collector. She spots that no other ship has landed in the area, identifying that she has indeed beaten both the Guardians and Thanos to this location.She waits outside the Collector's museum, surveying the situation, when she notices another person nearby, attempting to shield his location. She approaches him, revealing it to be Adam Warlock. He asks what she is doing here, and Carol asks him the same question. Warlock says that he is merely watching things unfold for another entity, as he removes the Soul Stone from his armor and sets it aside, letting it go inert. Carol begins to ask him what that thing is, before Warlock points out the arrival of the Guardians of the Galaxy, Heimdall, Valkyrie and Nebula. Carol makes a move to help them as they begin their fight with a powered up Collector, but Warlock stops her, saying that certain things are in motion that cannot be undone. Sure enough, just as it had in the previous timeline, Thanos and Ebony Maw arrive to fight with the Collector, with the Mad Titan eventually securing the Reality Stone. However, before he can capture the Space Stone from Nebula and kill Gamora, Carol intervenes and fights Thanos to a near standstill, despite his holding of two Infinity Stones. Warlock simply sits back and watches, before departing just as quickly, still leaving the Soul Stone unactivated. Inside Knowhere, Thanos eventually retrieves the Space Stone and takes Nebula with him, but Gamora and Valkyrie are still alive (Heimdall having been killed in the battle with the Collector.) Carol explains who she is to the Guardians (with Drax admiring her, having heard of her as a Kree Battle Slave long ago, a term which irks Carol to know end.) The group then departs for Earth, with Carol providing them with a power boost to get their faster.
Back on Earth, Steve and Tony have their confrontation in Edinburgh, heading off the Black Order's attempts to attack Vision and Wanda and summarily killing both Proxima Midnight and Cull Obsidian. In the Sanctum Sanctorum, Doctor Strange turns over the Time Stone to Wong (with the approval of Wiccan) and tells him to keep it safe at all costs. As Strange and Wiccan leave the Sanctum (Wong traveling to Kamer-Taj to protect the stone and keep it from Thanos), Strange asks what happened to Thanos in the future. Why didn't he attempt to conquer the Earth. Wiccan explains that no one was certain. The Tony of their timeline seemed to indicate the conquest no longer held any interest for a "godlike Thanos." Wiccan chimes in, based on his studies from the future Wong, that it's possible an even more powerful force might have interceded against Thanos in the future, but that there is no way to be certain of this happening. As they return to Avengers Tower, though, Wong arrives suddenly, saying that the Time Stone has already been lost, as Corvus Glaive was waiting for him at Kamer-Taj. Kamala says that it can't be the case, given that the Time Stone was only known to be with Doctor Strange, and that the Black Order never set foot in Kamer-Taj. Strange replies that attempting to alter fate doesn't work for anyone, apparently, no matter how hard they try. In response to this, they decide to contact Shuri in Wakanda and leave the Mind Stone in Vision, where it might be safer for the moment (and that they might be able to use it). In Washington, however, Hulkling and Fury confront the President and his two advisors, namely Steve Danvers and Thaddeus Ross. Hulkling exposes the both of them as Skrulls, and the two are taken into custody. Fury is about to try and travel to the Hulk's prison, rendezvousing with Stark and his entourage there, but the group is interrupted by the earlier than expected arrival of the Chitauri fleet, as they begin to surround the planet to fight with SWORD and the heroes once more.
The battle plays out once more much as it did in the previous timeline, although with greater focus placed on other locations and heroes (including the Defenders in New York) than what the previous war entailed. We also here of other heroes referred to as mutants, though these battles are unseen. As with all war, random events happen, and Black Widow, Quicksilver, Bucky, The Wasp and Falcon all die in the process of the battle (it should be noted to the surprise of everyone though, that Widow's death reveals that she was a Skrull all along.). The tide greatly turns against the Chitauri with the early arrival of the Guardians of the Galaxy and Captain Marvel, who help take down the rest of the Chitauri with little difficulty. However, Thanos arrives once more and attacks the Vision directly, taking the Mind Stone from him and severely damaging, but not destroying him. He also kills Loki once again, as revenge for his failure years earlier. As Thanos departs, the four time-displaced heroes despair over the fact that time seems to be immutable, that despite all their advanced knowledge the battle has still happened and Thanos has still acquired all of the Infinity Stones (though no hero save Heimdall and Loki has died in this encounter). However, Miles says they have one last best chance, and he travels with Tony and Peter to persuade the Hulk to join them. In the meantime, Carol meets up with Coulson and Fury and learns of her brother being replaced by a Skrull Infiltrator, and says she will do what she can to ensure that the Skrulls never invade.
En route to the Hulk's prison, Peter and Miles have a discussion about their respective stories and tragedies, bonding as heroes. Tony overhears this and, feeling jaded and cynical from his time as SHIELD director, takes it to heart. Once they arrive at Fantasy Island, Tony takes a device from Miles and travels down to speak with Bruce. Once there he orders the Gamma Suppressor shut off and tries to converse with Banner, their conversation ultimately going nowhere. Tony places the device on the ground and asks Bruce just to listen to it, and a holographic projection of his future self appears in front of Banner. The future Tony explains the situation and again apologizes for everything that he has done or will do, though he does admit that nothing he says can justify the situation. He explains what was lost not necessarily by him, but by the world: that the world lost its ability to hope and to try and better itself, largely settling instead for the peace and comfort of the status quo. He says that he was told a long time ago that war drives change and progress, but he disagrees with this notion. People drive change and progress for either good or bad, Tony says, and all they can do is the best they can with the information at hand. Sometimes that leads to them making bad choices. And other times it means greatness can happen. The recording ends with Bruce being given the choice of aiding this time around, and after a short deliberation with himself, Bruce agrees, though he says he can never truly forgive Tony. The group leaves together, heading back for Avengers Tower where the whole assembly of heroes has gathered to fight Thanos at his orbital platform. The group sends two different ships, the Milano of the Guardians of the Galaxy as well as a deep-space exploration vessel built by Reed Richards. With the Chitauri having been contained and most of SWORD still in tact, the bulk of the heroes travel to fight the Mad Titan.
The enlarged group of heroes land in Thanos' platform, and he is surprised to see so many of "Earth's Mightiest Heroes" gathered in one place. With the Gauntlet complete, Thanos says he will be unto a god, and Miles can't believe this is going to happen again. Thanos hears the comment and reads Miles' mind, realizing that he is from a future where he succeeded, which pleases the Mad Titan to no end. The Maw and Corvus Glaive start to fight the group, but are quickly dispatched by sheer numbers. As Thanos himself enters the fray, he finds that the attrition in numbers (as well as the large addition of the Hulk, among others) is too much even for him to overcome, forcing a temporary retreat. The arrival of Warlock changes the matter potentially, as he remains hidden from Thanos without the Soul Stone activated. Only Nebula, in her decrepit form seems to notice him. Warlock eventually makes his presence known, and Thanos fights him head on, seeking the Soul Stone contained within. Unlike the fight between them in the first timeline, Warlock does not draw Thanos into the Soul World, instead choosing to fight him outside in the real world with the aid of the other heroes. The others do what they can, but eventually Thanos starts incapacitating them several at a time, summoning shades of Chitauri warriors in dozens to keep them occupied. One notable moment is that Thanos manages to kill Peter straight up in front of Miles and Tony, incensing them both. Thanos also rips the personality of the Hulk out of Bruce Banner, teleporting the Hulk across the universe in the process. Eventually only Tony, Miles and Cap are left either alive or conscious for the final confrontation, as Thanos finally manages to defeat Warlock and claim the Soul Stone. However, Tony and Cap both charge at Thanos, temporarily knocking him down before being blown aside by the Gauntlet. Thanos prepares to snap his fingers, just as he had heard happened in Miles' future, before Warlock chimes in and says that Death would not approve of his actions.
Thanos demands to know what Warlock would know of his beloved, but Warlock chimes in saying that he can't know Death, for he has no soul of his own. All he can say for certain is that the concept of balance, Death balanced with Eternity for example, will be displaced by his actions. Thanos says this balance no longer concerns him, as he will ensure his love and he sit alone in the universe. Warlock tells Thanos that he can do that now without anyone else dying, simply by willing himself to be with Death with the Gauntlet. Thanos considers this and does so, becoming an Abstract Entity alongside his beloved. However, this action causes his body to dissipate, allowing the Gauntlet to fall to the ground. Nebula in her decrepit form is the first to grab at it, undoing the damage Thanos inflicted upon her and summoning him back to the mortal plain. She attempts to use the Gauntlet against Thanos to torture him, but the power is too great for her to control and it eventually destroys her. The Gauntlet lands at the feet of Warlock, who places it on his hand and uses it to undo most of what Thanos and the Chitauri have done in that time period, bringing the dead heroes back to life, but leaving Hulk across the universe. Suddenly, he declares his work finished and dismisses the other heroes, saying he needs to do something with the Gauntlet. An argument ensues and Thanos attacks Warlock...only to be attacked once more by the assembled heroes. Thanos holds his own as he is assaulted on all sides, notably stabbed by the combination of a sword from Gamora and the knives of Drax the Destroyer. Thanos falls to his knees asking if that is the best they can do, when Warlock finally intercedes, snapping his fingers and erasing Thanos from exsistence. As he begins to fade into dust, there is a faint smile creeping on his face as he can see his beloved Death once more approaching him, just as Doctor Strange had predicted long before.
As the heroes stand over the Gauntlet held by Warlock, they ask what to do with it. A voice from afar says that he knows exactly what to do, and the group turns to see a confident old man approaching. Tony asks who the hell he is, when the old man dissipates and appears as a tall, three-faced humanoid. He says he is The Living Tribunal, the judge of this and all other worlds within the great fabric of Existence. He explains he dispatched Warlock on this trip, tasking him with retrieving the Infinity Stones. When asked why he didn't just get them himself, The Tribunal merely answers that it was not his place to intercede. But such power couldn't be placed in the hands of a mere mortal like Thanos (Warlock also comments that even the Celestials of old were "cast out" for having created power Beyond that scope.) With that explanation, the Tribunal takes the Gauntlet and the Infinity Stones and removes them from this universe. He also addresses Miles, Kamala, Wiccan and Hulkling, saying that they do not belong in this world, and that the consequences of their actions will be felt from their actions throughout the timeline, past, present and future. Wiccan asks what he means, but the Tribunal doesn't explain as he departs, taking Warlock with him to continue his own "journey of discovery."
A coda appears as the 4-time displaced heroes decide to settle on the west coast for the time being and explore their options (including an odd scene with Wiccan and his "younger" mother.) They do warn the Avengers to keep an eye on Norman Osborn, though they can't arrest him for crimes he hasn't yet committed. The Avengers are reconstituted under SHIELD, with all charges from the Avengers Protocols dropped. Cap resumes leadership of the Avengers working with Falcon, Wonder Man, She-Hulk, the Maximoffs, a rebuilt Vision, Ant-Man and the Wasp. Bruce becomes a scientific adviser to SHIELD and SWORD, while Thor begins resettling Asgard in Norway (as Valkyrie takes Reed's ship to find any survivors of the fallen realm.) Beta Ray Bill leaves with the Guardians of the Galaxy to find his missing people, as Captain Marvel also returns to the Kree, whom she needs to speak with concerning the destroyed Nova Empire. Peter returns to his Aunt May, but is obviously shaken by his death and resurrection, while T'Challa, Bucky, Strange and the Fantastic Four return to their respective homes. Finally Tony makes up with Cap for real, and resigns as director of SHIELD, turning the organization back over to Nick Fury in the process. The film ends with Tony meeting with Pepper, who reminds him she is pregnant. Tony finally seems truly happy with where he is in life and the two travel off into the sunset, as Cap and the Avengers head off to new adventures.
[We open on the Arizona desert, where a young boy is skateboarding in a near abandoned park under street lamps. He hears a meteor crashland nearby, and he goes to check it out. As he approaches the small crater, we hear a man cry out.]
Voice: Sam...come home for dinner!
[The boy yells out he'll be back in a minute, and as we pan down to the bottom of a crater, we see the helmet of Nova Corpsman Rhomann Dey as we fade to black.]
/ - / - / - /
[We see Phil Coulson setting up the 4 time displaced heroes in their large condo in Los Angeles, and all four are equally impressed. As they discuss things, Coulson asks about their origins.]
Coulson: So we have a half-alien shapeshifter, a great sorcerer and a guy bit by a radioactive spider, am I getting that right?
Wiccan: Something like that.
Kamala: Don't forget me in this.
Coulson: I just assumed you were one of those new Mutant things that have started appearing more regularly.
[The four of them look at Coulson as if he's grown a second head.]
Coulson: What? You're all looking at me about something I figured you knew about.
Kamala: We've never heard of mutants before. Inhumans yes, but not mutants.
Hulkling: What's a mutant?
[Fade to Black.]
/ - / - / - /
[We have a quick flash of space, the Earth in the far distant reaches of the galaxy. However a silver blur flies past the screen, and the looming shadow of the World Devourer appears over a nearby moon as we hard cut to black.]
Summary of Changes
Due to the large differences in events between the mainline universe and the 11584 universe, this film has too many significant changes to summarize here.
- Robert Downey Jr. as Tony Stark/Iron Man- The former/current head of SHIELD who fights in armored suits of his own design. In the future of 2039, he leads the New Avengers and has been made immortal by Thanos as "punishment".
- Chris Evans as Steve Rogers- The former Captain America, a super soldier elevated to peak human performance by a serum from World War II. Died in the original battle with Thanos.
- Chris Hemsworth as Thor- The former Crown Prince of Asgard, based on the Norse god of the same name. Died in the original battle with Thanos.
- Scarlett Johansson as Natasha Romanoff/Black Widow- A former spy and SHIELD agent and member of the Avengers. Died in the original battle with Thanos.
- Jeremy Renner as Clint Barton/Hawkeye- A former SHIELD agent and member of the Avengers, as well as a master archer. Died in the original battle with Thanos.
- Mark Ruffalo as Bruce Banner/Hulk- A former scientist who becomes a enraged monster when angered or injured. Incarcerated as a result of the events of World War Hulk, Banner refused to fight in the Infinity War and was dusted in the Decimation along with half of Earth's population.
- Tom Holland as Peter Parker/Spider-Man- A high school student who gained special powers from being bitten by a radioactive spider. Dusted in the Decimation.
- Don Cheadle as James Rhodes/War Machine- A former Air Force Colonel and member of the Avengers who remotely pilots armored suits due to being paralyzed in Civil War. Dusted in the Decimation.
- Gwyneth Paltrow as Virginia "Pepper" Potts-Stark- The wife of Tony Stark and CEO of Stark Industries. Dusted in the Decimation.
- Nathan Fillion as Simon Williams/Wonder Man- A former industrialist and member of the Avengers who can control ambient ionic energy. Killed in the Final Battle with Thanos.
- Malin Akerman as Jennifer Walters/She-Hulk- The cousin of Bruce Banner who was given super strength due to a blood transfusion. Dusted in the Decimation.
- Sebastian Stan as Bucky Barnes- The former Winter Soldier and best friend of Steve Rogers who's been living in Wakanda. Dusted in the Decimation.
- Anthony Mackie as Sam Wilson/Falcon- A former paratrooper and Avenger who fights with the aid of an exo-flight suit. Killed in the Final Battle with Thanos.
- Cote d'Pablo as Barbara Morse-Barton- The Wife of Clint Barton and former SHIELD operative Mockingbird. Dusted by the Decimation.
- Chadwick Boseman as T'Challa/Black Panther- The king of Wakanda. Has superhuman abilities due to the use of the Heart-Shaped Herb. Dusted in the Decimation.
- Winston Duke as M'Baku- Lord of the Jabari, one of the tribes of Wakanda. Dusted in the Decimation.
- Letita Wright as Shuri/Black Panther- In the present, the sister of King T'Challa and head scientist of Wakanda. In the future, she becomes Queen of Wakanda and assumes the mantle of the Black Panther, as well as being the leader of the New Avengers.
- Danai Gurira as Okoye- The leader of the Dora Milaje guard force and a general in the Wakandan Army. Survived the Decimation, but died before the events of 2039.
- Elizabeth Olsen as Wanda Maximoff/Scarlet Witch- A former member of the Avengers who has powers of telekinesis and telepathy due to exposure to the Mind Stone. In the future, she has died between the events of Infinity War and Infinity Gauntlet, but is the mother of New Avenger Wiccan.
- Aaron Taylor-Johnson as Pietro Maximoff- A former member of the Avengers with powers of super speed due to exposure to the Mind Stone. Dusted in the Decimation.
- Paul Bettany as Vision- An android built by Tony Stark and Bruce Banner who contains the Mind Stone, one of the six Infinity Stones. Destroyed by Corvus Glaive during the Infinity War.
- Tom Hiddleston as Loki- The adopted brother of Thor and former servant of Thanos, based on the Norse god of the same name. Killed by Thanos during the Infinity War.
- Alan Tudyk as Beta Ray Bill- A Korbinite warrior granted powers similar to Thor's by the mystic hammer Stormbreaker. Killed in the final battle with Thanos.
- Benedict Cumberbatch as Doctor Stephen Strange- A former neurosurgeon and the Sorcerer Supreme of Earth. Dusted by the Decimation after his "master plan" failed to stop Thanos.
- Benedict Wong as Wong- The former librarian at Kamer-Taj and a member of the Masters of the Mystic Arts. In the future of 2039 he is the last surviving member of this order and the teacher to New Avenger Wiccan.
- Chris Pratt as Peter Quill/Star-Lord- The "leader" of the Guardians of the Galaxy and an intergalactic bounty hunter. Killed in the final battle with Thanos.
- Zoe Saldana as Gamora- The former daughter of Thanos and a member of the Guardians of the Galaxy. Destroyed by Thanos in the Infinity War.
- Bradley Cooper as Rocket Raccoon- A raccoon who received illegal genetic and cybernetic enhancements and a member of the Guardians of the Galaxy. Killed in the final battle with Thanos.
- Vin Diesel as Child Groot- The offspring of the original Flora Colossus Groot and a member of the Guardians of the Galaxy. Killed in the final battle with Thanos.
- Dave Bautista as Drax the Destroyer- A former criminal and member of the Guardians of the Galaxy who seeks revenge on Thanos for the death of his family. Killed in the final battle with Thanos.
- Nikolaj Coster-Waldau as Adam Warlock- An artificial human who holds the Soul Stone. Killed by Thanos in the Infinity War.
- Benicio del Toro as Taneleer Tivan/The Collector- An interstellar being obsessed with collecting objects, and the holder of the Reality Stone. Killed by Thanos in the Infinity War.
- Tessa Thompson as Valkyrie- A former bounty hunter for the Grandmaster and member of the Valkyrie Legions. Killed by Thanos in the Infinity War.
- Idris Elba as Heimdall- The former keeper of the Bifrost and Asgardian Warrior. Killed by Ebony Maw in the Infinity War.
- Karen Gillian as Nebula- The daughter of Thanos who secretly plots his demise while aiding him. Presumed to have been killed by Thanos during the Infinity War.
- Matt Bomer as Reed Richards/Mr. Fantastic- The leader of the Fantastic Four and a scientific genius with the power of extreme elasticity. Dusted During the Decimation.
- Katheryn Winnick as Susan Storm/Invisible Woman- The second-in-command of the Fantastic Four and fiance of Reed Richards with the power of invisibility and projecting force fields. Dusted During the Decimation.
- Logan Lerman as Johnny Storm/Human Torch- The younger brother of Susan Storm and member of the Fantastic Four with the power to control fire and fly. Dusted During the Decimation.
- Dean Norris as Ben Grimm/The Thing- A member of the Fantastic Four who was transformed into a rock-like creature by exotic particles. In 2039 he was retired for several years but joined the New Avengers after failing to stop the Terrigen Bomb from exploding.
- Samuel L. Jackson as Nick Fury- The former head of SHIELD. Dusted During the Decimation.
- Clark Gregg as Agent Phil Coulson- An agent of SHIELD. Killed before the events of Infinity Gauntlet.
- Cobie Smulders as Agent Maria Hill- An agent of SHIELD and the head of the sub-organization SWORD which organizes planetary defenses. Dusted During the Decimation.
- Elijah Wood as Donald Clendenon/Harrier- A former member of the Thunderbolts and a computer scientist who works for SWORD. Survived the Decimation and later joined the New Avengers in 2039.
- Marisa Tomei as Aunt May Parker- The aunt of Peter Parker. Died before the events of Infinity Gauntlet.
- William Sadler as President Matthew Ellis- The President of the United States during the events of Infinity War. Died before the events of Infinity Gauntlet.
- Matt Damon as Secretary Steve Danvers- The younger brother of Carol Danvers and Secretary of Defense under President Ellis. Is in actuality a Skrull infiltrator and became President briefly before the events of Infinity Gauntlet.
- William Hurt as Thaddeus Ross- A former Army General and Head of SHIELD. Is in actuality a Skrull Infiltrator. Died before the events of Infinity Gauntlet.
- Brie Larson as Carol Danvers/Captain Marvel- A former Air Force pilot turned hero due to use of the Quantum Bracers of the Kree. Died before the events of Infinity Gauntlet.
- Paul Rudd as Scott Lang/Ant-Man- A former thief who uses a specialized suit to shrink to the size of an ant. Survived the Decimation due to being trapped in the Quantum Realm.
- Michael Douglas as Hank Pym- The original Ant-Man and the inventor of the shrinking Pym Particle. Dusted by the Decimation.
- Michelle Pfeiffer as Janet van Dyne- The original Wasp and the wife of Hank Pym. Dusted by the Decimation.
- Laurence Fishburne as Bill Foster- An associate of Hank Pym who helped him invent the Ant-Man technology. Dusted by the Decimation.
- Evangeline Lilly as Hope van Dyne/The Wasp- The daughter of Hank Pym and Janet van Dyne who has adopted her mother's identity as the Wasp. Dusted by the Decimation.
- Josh Brolin as Thanos- The Mad Titan who gathered the Infinity Stones to achieve his goal of being equal to his love, the abstract entity Death.
- Dan Stevens as Doctor Doom- The dictatorial leader of the nation of Latveria. One of the two major world power dictators in the world of 2039.
- Michael Keaton as Norman Osborn- An industrialist and head of Oscorp in the Present Day. By 2039 he has been named "President for Life" and rules a dictatorial but relatively powerless United States.
- Chosen Jacobs as Miles Morales/Spider-Man- A crimefighter from 2039 who was granted Spider-like powers from an attempt to duplicate the original Spider-Man's powers.
- Sophia Taylor Ali as Kamala Khan/Ms. Marvel- A crimefighter from 2039 who had her Inhuman genes activated by the Terrigenesis bomb, gaining limited powers of shapeshifting she is still trying to control.
- Tyler Posey as William Maximoff/Wiccan- The son of Wanda Maximoff who has strong potential in magic and sorcery, as well as limited telekinetic powers. Is a member of the New Avengers.
- Alexander Ludwig as Teddy Altman/Hulkling- The son of a human woman and a Skrull infiltrator, his half-Skull heritage grants him enhanced strength and shapeshifting abilities. Is a member of the New Avengers.
- Chloe Grace Moretz as Cassie Lang/Stature- The daughter of Scott Lang who, upon finding Bill Foster's notes and her father's backup equipment, became a size-changing crimefighter like her father. Is a member of the New Avengers.
- Aubrey Peeples as Lila Barton/Hawkeye- The daughter of the first Hawkeye, Clint Barton, she survived the Decimation and took up her father's bow and mantle. Is a member of the New Avengers.
In addition, Keanu Reeves voices Norrin Radd/The Silver Surfer in the future of 2039, while Terrence Mann voices the Devourer of Worlds Galactus briefly. Mike Colter, Charlie Cox, Krysten Ritter and Finn Jones also appear as their respective characters. Xolo Mariduena plays Sam Alexander briefly in a post-credits scene. Ryan Reeves appears as the Rhyno in the future of 2039. Gina Ravera, Mina Anwar and Riz Ahmed reprise their respective roles from Avengers: Infinity. Tom Vaughn-Lawlor, Terry Notary, Carrie Coon and Michael James Shaw appear as the Black Order. Charles Dance voices The Living Tribunal. Stan Lee also has a brief cameo, his final cameo in a Marvel film due to his death in 2018.