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.


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.


  • 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
  • Tom Vaughan-Lawlor as Ebony Maw
  • 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 Rooker as Yondu Udonta (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)
  • Hugo Weaving as Johann Schmidt/Red Skull (Cameo)


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 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 fifty percent of all living creatures. Drax gets up and tells everyone that that they need to take the fight to 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.

Tony tells Bill not to leave that here, none of them are ever going to be worthy of lifting it, he then walks over tries to pick it up, the hammer not budging while Stark yells for everyone to see. 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 happened 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.

The title and credits role AVENGERS: FOREVER

In SAN FRANCISCO one year later, the Decimation has caused society to degrade considerably. In a seedy residential area, 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 over the past year. Scott starts yelling through his headsets at another gamer until Pedro asks him if he's been looking for any work recently. Scott responds there's no way he's getting back in the saddle again. 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 not too long after that. 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, 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 Galaxy isn't doing 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 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 dealing some angry birds from another universe. Daisy tells him they're called Shrike and they've been getting worse. Stark asks if she needs help dealing with it and 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, it 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. 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 where Thanos resides on 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 more 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 merely serves to illuminate her to all he has done on her behalf but Adam asks he's truly done. 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 God 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, 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 but before he can finish gets a notification from Friday of Satellites picking up a significant power disturbance in Italy. He goes to the living room and has Friday analyze the energy signature which she concludes is a match to what was 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. Pepper though claims that she thought they already had.

Act 1

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. 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 any of 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 Captain America's Carbonadium Shield out of his bag and gives it to Steve. Captain America takes 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 as the ship takes off and flies out of the atmosphere into space. After traversing through a dense Asteroid field the Benatar is able to locate Sanctuary. Iron Man once seeing it instantly synthesizes his Nanotech armor telling everyone that they're not just here to kill Thanos, they have to secure the Infinity Gauntlet and snap their fingers to bring everyone back home, whatever it takes. The Avengers all start jumping out of the Benatar onto Sanctuary 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 gonna work, Steve responds that he knows it will, because he doesn't know what he's going to do if it doesn't.

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 heart 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 merely telling him his bravado is distasteful. Thanos is about to respond until he hears the Avengers preparing to attack him, but before any of them are able to successfully land a hit on the Mad Titan he uses the Time Stone to freeze them all 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 the combined might of all six Infinity Stones, until looking at Death and seeing her still appear disgusted with him, he then unfreezes 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 in two 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 paralyzed with fear seeing 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 with her forever. The Mad Titan then realizing that's precisely what he desires, using the Mind Stone Thanos sees into Deadpool's subconscious that above all else he 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.




Denver Colorado 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 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 Denver, 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 Empire. How dare Kang calls himself a hero, he's a villain. Kang says all of history's greatest heroes were called villains 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 again, 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. She 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 during 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 answers 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 bachelor pad in space where the Avengers followed to steal the Infinity Gauntlet and snap everyone back, which they almost did before getting brutally murdered one by one.

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 leave. 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 demand he cease that vile contraption 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 commit unspeakable atrocities 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 him not to 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 he find something. 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 survived. Deadpool tells him dying's easy, it's living that's the hard part. Scott says he'll drink to that and downs the rest of his beer, afterwards falling over in a stupor. Lang claims 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. 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 insists 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 can't be true, she felt in the Time Stream that the Avengers just fought him recently. Ant-Man clarifies that they tried to settle the score a couple days ago after the fact, 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 says 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 like 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 Nega-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 and Scott claims it wouldn't be a time machine, before realizing it actually would be one. 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 traversed through 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 break into 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 of its rightful 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 it shows a montage of all three of them working to turn the Ionic Generator into a time machine while this song plays. Scott Lang is then shown 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, the only thing he's even seen close to was a guy that could do it with Ionic Rays. 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 on.

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.

Act 2

The three of them then go to the lounge to brainstorm 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 tell 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 insists he requested 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 claims 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 and outs Deadpool as a trespasser. He then tries to fight Wade who effortlessly moves out of Taskmaster's 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 last year 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 in the universe. 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. 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 solid 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 Mistress Death 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 remains the sole keeper of her 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 expecting 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 for this new team to work. Captain America says that he will, he might've lost his chance at happiness, but no one else should have to with their loved ones. Later, Tony Stark is driving in his car following the GPS coordinates to "home" parking at his Lakeside 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 by his side intoxicates Tony and he decides to deal with Thanos later.

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 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 asks 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 walks forward 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 how to build an Ionic Generator, 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 then. 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.

The Avengers 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 them 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 as 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 and the past Black Widow as they arrive. 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 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 kill 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, which completely turns the tides of the battle. 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 just 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 to take. Deadpool responds that even if they win the Wanda of his timeline will have nobody then, not even Vision. Scarlet Witch is surprised to hear that and Quicksilver asks him why. Wade explains in his timeline Vision was killed just like him, 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 though tells Tony that 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 cleaning 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 than live in her world.

Carol 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 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, that he was the one responsible for his parents car crash, Tony killed him for it after he found out. Stark is troubled hearing that but nonetheless coldly thanks Steve for telling him.

Thanos is on Sanctuary is still being embraced by Terraxia while continuing to notice Mistress Death longing for her freedom. He then angrily shouts for all 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. Nothing happens and Thanos then swears he will destroy all of existence if they're not here to take up his challenge 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'll never learn to see him as their superior. 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 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 on his belt, 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 walking until seeing Black Widow who says that she's been meaning to thank her recently, 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 as 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.

Iron Man slowly walks 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 while on the verge of dying begins getting sexually aroused about being so close to Mistress Death thinking he's about to get "lucky" with her until seeing Tony and starts freaking out, telling him no kisses, no kisses!Afterwards, Captain America digs himself out of the concrete until finding 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 by trying 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 then 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 progress. The Terran Empire along with Kang all then begin to charge into the remains of the Compound as the Avengers all defend it.

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 to take. Eternity responds 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 attempts to 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 he tries to hotwire it. Quicksilver asks what about the 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 futuristic 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. Captain Marvel reminds it'll be a future 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 and is 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 and 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 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 remembers 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.

Act 3

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 overruled 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 these heathens wearing their faces. 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 sure do know how to make a good ship. 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 that was 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 keep blowing innocent people up again, because he's a junkie. They both then walk away 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 go through it again and then 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 can help them. Umbra insists she could never until Captain Marvel informs her 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 link up with the rest of her team they'll travel into the future after he's won, then they'll fix everything her father broke. Deadpool asks if that's their ship, seeing in the distance hordes of Outriders pillaging all of the land between them and Mar-Vell's Starforce vessel. Gamora 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 and chases him 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 Friday's internal database. Insisting that he's learned an important lesson from this little adventure, 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 witnesses 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 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 overpowers him until realizing Kang just murdered 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, killing them is just going to make things 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 2012 Avengers to all latch on and teleport with him. The present Avengers then start to slowly get up with Quicksilver observing he's gone. They all then look over to see Iron Man mourning War-Machine. Later, Mar-Vell's ship is seen flying over the ruins of Las Vegas before landing where the Avengers are, Captain Marvel telling them they got Gamora and then asking what happened. Black Widow explains that Kang found them, he took out Rhodey. Ant-Man adds on that apparently he took a note from their playbook about plucking heroes from the past, since he brought all the 2012 Avengers to help fight them. Carol is confused claiming she thought they were supposed to be the good guys. Ant-Man though insists that they were, but the Time Draft sabotaged their world, it sabotaged all the timelines they went to. Captain America claims that Scott is contradicting himself, isn't he always saying that changing the past doesn't change the future.

Ant-Man tells Steve that's still true, but there's more to the story. When you go back in time and change something time splits into a new reality, one in which that change occurred. Steve asks if Carol knew about this and Captain Marvel tells him yes, that the future she saw was so terrible she didn't think there were any changes they could do to alternate timelines that couldn't be justified for fixing their own. Gamora claims if what Scott's saying is true then they can't bring anyone else back through time travel. Captain America responds that means they lost Rhodey for good and Gamora insists if there's one thing she's learned from serving Thanos, it's that you can't cheat Death. All the Avengers then assemble and enter the Time Stream returning to the rubble of the Upstate Facility in 2019. Deadpool claiming they'll probably need somewhere else to set up shop. On Titan once again, Thanos finds his mother's singed skeleton and begins talking to her, telling her that now she's even uglier than he is, but even then she still has more than he ever could, under Death. What he wouldn't give to switch places. The Mad Titan then enters the Soul Stone where Adam Warlock asks what wisdom he requires. Thanos asks why is it after all he's been through, all the worlds he's conquered, the power he's earned, he can never find true peace of mind. Adam insists because he doesn't know the truth. Thanos asks what truth and Adam says to look back on his life, he is a man who always seeks ultimate power only to lose it as soon as he attains it. He has the ability to make Mistress Death love him yet he doesn't, the one man in the universe who she truly does love is the being he gives eternal life to! He even keeps his mortal enemy alive and preserved in the Soul Stone. Thanos will never get what he desires, because he knows deep down that he isn't worthy of any of it!

Thanos is horrified by Adam Warlock's revelations but responds by simply purging Adam from existence, muttering that he was right, his broken self could was never worthy of Godhood. But that will change, he will be equal to his Mistress, the one she desires most. Thanos then snaps his fingers and in a flash of bright light the Mad Titan's body shuts its eyes and rests on the throne of Titan, dead, until the camera pans to the sky showing all of the stars above Titan align into a constellation of Thanos himself, that begins moving and speaking with a booming all powerful voice. The Mad Titan had usurped Eternity transcending his physical form to become an Abstract Entity! Thanos as Eternity extends his hand to Mistress Death who still shows little attraction to the Mad Titan who insists he understands her hesitation, but knows she'll grow to love this. At Avengers Tower, Black Widow makes herself a peanut butter sandwich and asks Ant-Man if he wants half of it. Scott insists he's not hungry and then asks Natasha if everything's alright and Black Widow confesses how she's spent her whole life always serving other people, but never really felt like she had any say in it. Scott asks what she wants now and Natasha says she doesn't know, is she even allowed to have a choice, people are depending on her to be the person they want her to be. Scott says how he's spent this whole last year depressed, everyone kept telling him to try and be happy, don't think about it, be grateful for what he still has. But looking back the only way to heal, to move on, is by being who you really are, forging your own path even if it's easier to just stay put.

Iron Man is anxiously tinkering while still obviously distraught until Captain America walks in. Steve asks if he's alright and Tony blows up at him claiming that of course he's not! He just lost his best friend, but he already knows how it feels, probably justice that he's getting a taste of his own medicine. Captain America though insists he's not, he could've hated Tony for everything he did, but all he can feel now is his pain. He didn't choose this life, and he doesn't deserve it. Tony starts crying telling Steve he’s so sorry for everything that he did to him and they both hug, Captain America saying that he forgives him. Afterwards, Steve claims if he wants to spend as much time as he can with Pepper and Morgan, he'll understand. Iron Man responds never, he’s going to make sure his wife and son never have to wake up everyday afraid of those damn stones turning them to dust. Because if they can't save everyone who died, he can be damn sure they'll Avenge them. Steve smiles and responds by telling him "Whatever it takes". Tony then asks Captain America once this is all over what he thinks he's going to do. Steve responds as long as there's a war to fight he'll be on the front lines. Tony though claims as maybe the world's leading authority on self sabotage don't, after all he's been through he deserves to settle down, start his own family, think about himself for once. Which reminds him, Tony than shows Steve special nanotech Photon suits he's been developing based on Captain Marvel that can allow for instant space travel, It'll allow the whole team to fly right to where Thanos is, anywhere in the Universe. Captain America then looks over to Mjolnir right where Beta Ray Bill left it and proceeds to pick it up, telling Tony let's get started then.

The Avengers are then all shown doing a montage walking through the Tower in their Photon suits until reaching the Balcony. Captain Marvel makes a speech telling them that this is their last shot, no do overs, no resurrections, not after this time. Once they secure the Gauntlet they have to use it to revert everything Thanos did. Nothing more, nothing less. She know it's tempting to use the Stones to bring certain people back, leave others dead, or change something that already happened, but they can't risk damaging the universe anymore than it already has. This is the fight of their lives, and they're the best team she could've asked for. Deadpool quips she's pretty good at that as everyone activates their helmets one by one before blasting off into space. Black Widow, Captain America, and Iron Man are in awe of the cosmos while Quicksilver mutters he's never gone this fast before. Captain Marvel though warns them not to get distracted claiming they're almost to the source of the energy signature. The Avengers then land on Titan and disable their space suits before noticing the surface is completely desolate. Ant-Man asks what the hell happened to this planet, observing that it's eight degrees off its axis and the gravitational pull is all over the place as Deadpool is seen in the background jumping through one of the gravity anomalies. Gamora comes to the realization that they're on Titan, Thanos' birthplace, the first planet he ever decimated, systematically exterminated every life form down to a microscopic level. Iron Man throwing up in his mouth hearing that.

Drax the Destroyer then starts yelling out for Thanos to show himself until the Mad Titan then appears in the stars above them as Eternity, simply claiming "impossible" seeing all the Avengers still alive, insisting that he saw their deaths, his will is law, he is God! Captain Marvel responds that he's only God if people believe in him, and they don't. Thanos angrily replies he doesn't know how they did it, but they will be punished for this insolence as they were before. Terraxia then walks below him wielding a double edged sword only for Gamora to join her, Thanos telling "Umbra Requiem" it brings him great joy to be alongside his daughter again. Umbra responds likewise, they didn't suspect a thing. Captain America asks what she's doing and Umbra laughs saying they were idiots for thinking she could ever turn against her father. She wanted to fight them on Praxius, but instead she saw an opportunity, to live in a future where he won, and to fight against those who would oppose it. Black Widow tells Umbra she doesn't have to do this but Requiem insists she is this. They all start fighting with the Avengers battling Terraxia and Umbra Requiem while Captain Marvel challenges Eternity Thanos. The Avengers all fight well with Captain America using lightning from Mjolnir to supercharge Iron Man to blast Terraxia while Umbra Requiem fights Drax, who's furious over her betrayal. Ant-Man tries to enlarge himself into the Overspace but is forcefully shrunken down by Eternity Thanos, who then uses his might to blast all of the Avengers.

In a last ditch effort, Captain Marvel starts going binary to hurt the Mad Titan but to no avail. Thanos telling her that even with all these powers, the future remains as it always has. On the ground, Drax begins to use the last of his strength to crawl until noticing in the corner of his eye Thanos' empty vessel sitting on the throne with the Infinity Gauntlet still on him. Captain America is then shown slowly getting up until noticing all the other Avengers scattered around the battlefield as good as dead. Terraxia, Umbra Requiem and Eternity Thanos then surround him by every corner. Despite the hopelessness of it all Steve simply tightens his shield prepared to fight to the death. It then cuts to Drax again who uses all his strength to get to Thanos' vessel and yank the Infinity Gauntlet off of it. The Destroyer then places it onto his own hand and with the power of all six Infinity Stones snaps his fingers. In a flash of white light, Drax finds himself in the Idyllic Soul World where Gamora is waiting for him. The Destroyer asks how and Gamora explains an echo of her essence is always intertwined into Soul Stone, she was never truly gone. Drax tells her "let's finish him right this time, together."

Back on Titan, Drax passes out as the Infinity Gauntlet falls off his horribly singed arm. Thanos then notices he's no longer Eternity and the statues of the Abstract Entities are all gone. The Mad Titan quickly stands up and then finds the Infinity Gauntlet next to Drax and furiously asks him what he did! The Destroyer laughs as Thanos takes the Gauntlet until noticing the Soul Stone is missing. It then shows the Avengers are all wearing the same costumes they wore the day they stormed Sanctuary. Iron Man saying that he remembers everything and Black Widow insisting that she does too. The Avengers all then notice a second Gamora standing with them holding the Soul Stone in her hand. Suddenly, everyone hears a thunder clap as lightning begins flickering in the sky. This then begins playing as Thor, the Hulk, and Hawkeye begins getting Restored right in front of them. Shortly after Star-Lord, Mantis, Rocket, Kanoot, Doctor Strange, Black Panther, Spider-Man, Scarlet Witch, Falcon, Valkyrie, Rescue, the Wasp, and Domino become Restored as well in an epic wide shot. Thanos is at a loss for words as all the heroes gather behind the Avengers while Captain America summons Mjolnir once again yelling as loud as he can "AVENGERS! ASSEMBLE!" They all then begin charging towards Thanos who uses the Space Stone to teleport Ebony Maw and a legion of Outriders, who were also brought back, onto Titan and the two sides brutally fight each other.

Black Widow and Hawkeye fight side by side perfectly complementing each other, Valkyrie flies on Aragorn alongside Thor, Iron Man blasts Outriders with Rescue, and Captain America takes down ground forces with Falcon. Steve eventually gives Mjolnir to Thor who throws it right back to him insisting that he should keep it, he's earned it. Iron Man then flies over and tells Thor he said there was only one timeline where they could all win, is this it. The God of Thunder insists if he tells him what happens, it won't happen, to just keep fighting. The Hulk having regained his intelligence tries to fight Thanos once again, mockingly asking him how it feels how it feels to get so close to victory, only to have it all snatched away. Thanos tells him a bit like this and then uses the Power Stone to blast the Hulk. Quicksilver meanwhile is running through the battlefield until Ebony Maw is able to use his Black Tongue to make Pietro's spinal implant implode inside his body, causing him to stop dead in his tracks. Scarlet Witch instantly comes to her brother's aid, comforting him that she's here now and never going to leave again. The Guardians of the Galaxy are then shown struggling against Terraxia until Deadpool, Domino and the Wasp arrive to help turn the tides. Ant-Man while shrunken down then lands on Star-Lord's shoulder and tells Jason to flick him. He and Scott bicker to one another over it until Star-Lord finally does it and while flying in the air Ant-Man enlarges to the size of a building and crushes Terraxia under his foot. Scott then shrinks down as the Wasp goes up to him rambling about how she was just home five minutes ago and then next thing she knows she's in her suit fighting here. Scott responds by passionately hugging Janet, simply taking in the moment without saying anything. Mantis then excitedly joins in on their hug as Scott starts freaking out recognizing her from Sakaar.

Rocket tells Deadpool nice shot and Wade looks confused for a second before asking if he's a Build-a-Bear. Domino then thanks Kanoot for his help and he responds by telling her "You are Kanoot". Star-Lord then finds Drax on the ground who's relieved that his snap worked. Jason insists that he did good, but it's time to fight. Star-Lord then sees Umbra Requiem but before Drax can warn him who she is Jason lets his guard down and she kicks him in the groin. Just as Umbra is then about to stab Drax she's stopped by Gamora, who quickly throws the Soul Stone to Domino telling her to give it to Doctor Strange, he's the only one who can teleport it far enough away that Thanos won't find it. The Wasp then tells Domino to give it to her, she'll be able to get it to him faster. Domino though responds that she doesn't know about that, she's feeling lucky and then runs through the battlefield with the Soul Stone as everything works out perfectly for her. Umbra then stares Gamora down, telling her double that she disgusts her and Gamora responds that she envies her, being able to feel something, even if it is a misguided attempt at family. But maybe she was never meant to have a happy ending, only to help give one to everyone else. She shouldn't have tried to cover it up and should've confronted it instead.

Domino continues to run until unluckily tripping as the Soul Stone flies into the air and Spider-Man catches it. Peter then uses Iron Man, Star-Lord, and Mjolnir thrown by Captain America as moving surfaces to web onto until getting ambushed by a group of Outriders. He nearly becomes overwhelmed by them until Captain Marvel arrives and blasts them all off. Peter awkwardly introduces himself to her as Carol does the same. She then takes the Soul Stone and begins flying it out of the atmosphere until being teleported back by Doctor Strange who picks up the Soul Stone insisting that Thanos will find it in space, he has to teleport the Stone to a far off alternate dimension. Carol sarcastically asks him if he's some type of wizard and Strange simply begins generating a portal until Ebony Maw uses the Black Tongue to put the Soul Stone out of reach, muttering that they never learn. Carol asks Stephen if he knows this guy and Strange confirms he does, he kicked his ass back in New York. Captain Marvel wonders how they're going to beat him then until hearing Black Panther say "Don't worry" jumping next to them while extending his claws in a fighting stance "I'll help".

Thanos fights all six of the original Avengers. Telling them he would do anything for Mistress Death, Hawkeye asks why he doesn't just kill himself then if he thinks life is so terrible, then he'll get to be with Death forever. Thanos responds he'd love nothing more, but first he needs his slay his enemies, eliminate all threats to their communion before settling in paradise. Black Widow says he's a threat to everyone alive, the whole universe will never stop fighting him. The Mad Titan confirms Natasha is right, his biggest mistake was thinking that there could be survivors, ones who would remember what once was. But Mistress Death will always choose them, he needs to reduce this universe to nothing. Kill everything that has ever been or will ever be, and then once he and Death are the only ones who remain she will have to love him, since Thanos will be all there is. The Mad Titan then individually beats all of the Avengers using his five Infinity Stones until Scarlet Witch lands in front of him, insisting that he took everything from her. Thanos insists he doesn't even know who she is and Wanda replies that he will, blasting the Mad Titan with all her power which he counteracts by using the Mind Stone to communicate with her empathically and distract her. Gamora is then shown to be in close combat against Umbra Requiem with the two continuing to taunt each other until Gamora says she will keep moving forward, never relapsing into her again. Gamora then stabs her double slaying Umbra Requiem both spiritually and literally. Meanwhile, the new Trinity are continuing to fight Ebony Maw with Doctor Strange finally being able to mimic the Black Tongue and uses it to have Titan physically absorb Maw into the planet. Black Panther then asks Captain Marvel where she's been this whole time and Carol answers the mid nineties give or take.

Deadpool while fighting manages to find the Soul Stone under rubble and without a second thought picks it up and uses it to try and end his curse of eternal life until finding himself in the Idyllic Soul World with Mistress Death. They both begin to embrace one another until Death tells Wade that it's not time. Deadpool though insists of course it's time, he can end the curse right now, he's ready to move on. Death though responds if he leaves now, he'd be abandoning his friends when they need him most. That true love is worth waiting for. Deadpool makes her promise they'll see each other again one day, and Mistress Death promises. On Titan, Deadpool awakens until being found by Thanos who mercilessly beats him and then takes the Soul Stone, adding it to the Infinity Gauntlet. With all six stones in his possession again everyone turns their attention to Thanos except for Thor, who looks to Iron Man and slowly holds his finger up, signifying only one way they can win. Powering up all the stones the Mad Titan tells Deadpool that when he destroys the universe he's going to shatter him with it. But since he won’t be able to die he'll live every second in constant pain. Wade says to bring it on, knowing that Death choose him will numb it all. Thanos grits his teeth claiming in all his years of slaughter he has had many enemies, but none of them instilled such pure undying hatred as much as him. What he is about to do is beyond his divine goals, this is personal. Just as he's about to snap the rest of the heroes all try to fight Thanos but he effortlessly flicks them off. Gamora then runs over telling her father this is for all the people she's been forced to kill for him and fights passionately but still gets defeated all the same.

Finally, Iron Man then flies in and grabs the Infinity Gauntlet physically fighting Thanos in a contest of will power for control over the stones. The Mad Titan calmly telling him to give up, it's over, reminding him "I am inevitable". Iron Man continues to hang on and eventually begins going through the memories of his entire life since becoming Iron Man all the way through to when Thanos originally killed him on Sanctuary. Afterwards, Thanos pushes Tony off until noticing all six of the Infinity Stones slowly begin leaving the Infinity Gauntlet and connecting themselves to Tony's hand as he tells Thanos "...and I am Iron Man" and then snaps his fingers. In a multi-colored flash of light the six Infinity Stones are all destroyed, Iron Man afterwards telling Thanos that in case the moment is lost on him, it's over. Thanos merely looks at Iron Man with horror and sadness as he turns around to see all the heroes behind him with their weapons drawn and powers activated. The Mad Titan fearfully demands them to stay back until Eternity's booming voice can be heard from the sky above, telling Thanos that his wretched schemes nearly brought damnation to all there is, and for that he will suffer judgement. Thanos opens his arms begging Eternity to strike him down, allow him the freedom to spend infinity alongside his Mistress. Eternity simply claims he will never die, blasting Thanos and turning him into solid Granite, claiming he will live forever. Cursed to spend eternity in a petrified form of his own corruption, weeping for a love unfulfilled. Never able to experience the cold joy of Death for as long as this world remains.

Iron Man collapses beside a rock, succumbing to the burns that now encompassed half his body from snapping the Infinity Gauntlet. The Avengers all run up to him with Hulk insisting he went for the glove. Hawkeye then bends down to Tony's level telling him he just saved everyone, and now they can use the Stones to heal him. Clint then starts looking around and asks where the Stones are. Tony tells him gone, reduced to atoms and spread to the farthest edges of the universe, no one will be hurt by them ever again. Everyone is silent at the revelation until Captain America tells Iron Man Pepper and Morgan are going to be okay, they all are, he can rest now. Tony tells him "thank you" as his arc reactor stops glowing. Gamora shortly after begins becoming transparent much to the Guardians' dismay, explaining that she can’t survive without the Soul Stone intact. Jason begins to panic telling Gamora she can't leave him right after getting her back but Gamora insists it's okay, she can finally be whole now. She then fully disappears as both the Avengers and Guardians of the Galaxy mourn their respective losses. Doctor Strange slowly walks over to Thor, realizing that's why he didn't kill Thanos on Niflheim, him winning was the only timeline where the Stones are destroyed. Thor says that Thanos was just a symptom of a larger problem, one that's been ongoing for eons. The Infinity Stones were too dangerous to have continued existing in their current form, so long as there were are those who would seek to use them for evil. Strange points out they won't be able to help the Nine Realms anymore either and Thor sorrowfully responds that he knows, it was a sacrifice that had to be made. After saying that Mistress Death is then seen alongside Tony and Gamora as she gently escorts them to the next step.

Weeks later on Earth, all of the heroes attend a big funeral for Iron Man and Rhodey held at Tony's lakeside house. Scarlet Witch and Star-Lord stand together both discussing how hard it is being without Vision and Gamora respectively, but realizing they'll live on in their memories. Black Panther approaches Quicksilver telling him Wakanda would be willing to give him another spinal implant, but Pietro insists he was too badly injured and will probably never run again. Deadpool shows off his official Avengers ID card to Spider-Man, who then asks what's happening with him and Death now, Wade claims they'll meet each other again one day, but until then he's immortal apparently. Nick Fury tells Captain Marvel how it's amazing she can travel through time like that. Carol agrees it's wild having to readjust to how the world works, she missed so much. Nick claims he thinks she's right when she needs to be, threats like Thanos are a dime a dozen nowadays, Earth's gonna need someone on their side to take them on when the time comes. Hawkeye goes up to Black Widow and tells her they've been pinged by S.H.I.E.L.D. for an undercover mission in the next couple days, he's looking forward to it, been too long since they've worked together. Natasha then bluntly confesses she doesn't want to do this anymore. Clint asks why would she say that, she lives for the Avengers. Black Widow says that she still remembers being taken from the Red Room in 2009, everything she experienced was like a third person perspective on her life, that it's time to be who she is and not who she's supposed to be. Hawkeye asks what that is and Natasha explains a teacher. Share all the knowledge and experience she's absorbed over the years with the rest of the world, show a new generation how to be the best version of themselves. Clint insists she'll be the best, she had a good teacher after all.

Pepper Potts eventually gets everyone's attention telling them Tony recorded a goodbye message before leaving for the first time, it was only really meant for her, but she thinks they all deserve to hear it too. In the message, Tony talks about he has an aching feeling he might not survive this upcoming encounter with Thanos. But no matter what happens he hopes this message is played in a different world, a better world, one where families reunited and everything is returned to normal, or at least as normal as it ever could be. Tony then marvels at everything he's been through, how he never would've guessed him gluing together some scrap metal in a cave would lead to him discovering all of this. An epic universe full of mind boggling monsters, heroes, and planets, but for better or worse that's the reality Morgan's going to have to grow up in, and he deserves to experience it all, just like he did. While speaking it shows a montage of Doctor Strange returning to the Sanctum Sanctorum with Scarlet Witch telling Wong she's going to be staying with them for awhile, T'Challa returning to his mother Ramonda and sister Shuri in Wakanda where a celebration is commencing for their King’s return, along with Scott Lang and Janet Van Dyne seeing Hank and Cassie again, both of them surprised by how much he's changed. Once the message ends, Rescue goes up to Morgan and tells him that his journey is just beginning.

In the forest outside the now destroyed Avengers Facility, Rocket asks Kanoot what he thinks of Terra, the child answers in the usual fashion with the Raccoon agreeing it's a little damp. Rocket afterwards sees an actual Raccoon and starts trying to talk to it, only for the animal to squeal and crawl away up a tree much to Rocket's confusion. Thor tells Star-Lord that if the Guardians of the Galaxy aren't comfortable staying on Midguard they're welcome to join him in Asgard to recover as long as they need. Jason insists that won't be necessary, he wants to try and get back into the swing of things, life has to go on, besides he has a ride. Thor and Star-Lord then look to their side where Yondu Udonta is parked outside his ship warning the Guardians to move it or lose it. Drax though speaks up telling Thor that he would like to join him in Asgard. Star-Lord practically begs him not to, saying the Guardians can't afford to lose him too but Drax insists Asgard is a society of warriors and leisure, it'll be paradise. Besides, he wouldn’t be helpful with this bad arm anyway, drawing attention the arm he snapped with still being disfigured. Thor says they would be honored to give Drax harth after what he did, for he is no longer a Destroyer. As Rune King of the Nine Realms Thor deems him reborn as Drax the Restorer, whose name and the name of his kin shall be sung in these halls as so long as they stand. Mantis tells him she approves, it's exactly where he needs to be.

Inside Avengers Tower, Bruce Banner brings in a black and white Nanotech suit saying how going off Bill Foster's research on Ionic Rays and Carol's Nega-Photons he was able to create this Temporal Suit. It's like a portable Photon Generator that allows the wearer to land in any specific timeline they want. Captain America tells Bruce it's perfect, just what he needs to patch up all those nasty alternate realities that were created during the Time Draft. Captain Marvel asks Steve if he's sure he doesn't want any help doing this and Captain America insists he couldn't make her do that, she just got here. Carol was always ahead of her of time, but he was always the man out of time, it's like he was made for this. Falcon afterwards hugs Steve and says that he's going to miss him with Captain America assuring Sam it's going to be okay. Steve then activates the Temporal Suit with Bruce asking if he's come up with a pseudonym to avoid any confusion with his doppelgangers, Steve picks up his Shield telling him Vance Astro. Captain Marvel then tells "Vance" good luck and he responds that he'll see her in a minute. Vance Astro then disappears into the Time Stream until instantly reappearing in the exact same spot mere moments later. Vance then deactivates his suit shockingly revealing himself to now be an elderly man. Bruce and Carol are speechless but Falcon simply smiles, asking if something went wrong, or did something go right. Steve explains how after he fixed all those timelines he thought, maybe he should try fixing his own. Sam asks how that worked out for him and Steve insists it was beautiful.

It then shows an alternate timeline in 1945 (with this song playing) where Captain America returned after the war and had his dance with Peggy Carter along with the Siberian Hydra Workshop where Bucky Barnes is being held in getting raided by S.H.I.E.L.D. Steve, Peggy and Bucky all then have kids and grow old together as Howard and Maria Stark are shown to still alive and supporting Tony into his adult years. Finally, an elderly Steve Rogers is seen witnessing his alternate timeline's self being defrosted so the cycle can repeat once again.

End Credits

On HOMEWORLD, Vance Astro holding Mjolnir in one hand and his Shield in another breaks into the Universal Church of Truth's Fortress Throne Room muttering under his breathe, "Oh you've got to be shitting me" as he encounters Red Skull holding the Karnic Staff. Red Skull is equally as surprised to see Steve Rogers again, asking Vance if he's returned to strike him down, finish what he started those years ago. Astro replies it's more than he deserves and the Skull snarls observing he's still ever so dutiful, even after all this time. But it will make no difference to the Soul Stone, "my faith is stronger". Vance then readies his hammer and Shield as Red Skull does the same with his staff. The two start to charge at other but before any of the battle can be seen the screen cuts to black.


  • All the characters that were killed during the Decimation are absent from the film's opening intro, with the clips they normally appeared in simply being left empty to illustrate how they're truly gone.
  • Captain America and Iron Man's present day costumes look near identical to their classic comic book designs. With Captain America's featuring his iconic scales and Iron Man having yellow arms and legs with a red torso. Gamora as Umbra Requiem in 2008 is also seen wearing her classic green leotard from the comics as opposed to the black leather she wears 2014 onwards.
  • During the Hologram meeting at Avengers Tower it is revealed that Wakanda is offering foreign aid, that Kamar Taj is hunting down Mordo, and S.H.I.E.L.D. is dealing with the Shrike. These are references to the ending of Black Panther where Wakanda had opened it borders for the purpose of using their technology to help the world, Karl Mordo the minor villain of Doctor Strange who had escaped at the end of the movie is still being pursued, and Director Daisy Johnson is fighting the Shrike, supernatural creatures from another Earth that appear in Agents of S.H.I.E.L.D. Season 6.
  • 2099 the year in which Captain Marvel travelled to and Kang the Conqueror originated from is an iconic year used in the comics to explore futuristic alternate versions of popular superheroes taking place on Earth-928. The reality number for the MCU's 2099 is unknown.
  • Unlike during the film, in the Avengers: Forever story arc the time displaced heroes are all plucked from time at once and then afterwards sent on missions together to stop the Time Masters. This was changed in the MCU to have the actual recruitment process be the mission itself.
  • Time Travel as depicted in the Marvel Cinematic Universe is identical to how its displayed on Earth-616 and most other universes within the Marvel continuity. Making Earth-113599 a consistent addition to the Marvel Comics multiverse.
  • In Kang the Conqueror's throne room a Nemes Headcloth can be seen on display directly behind his chair, which is a reference to his comic identity as the Pharaoh Rama-Tut who ruled over Ancient Egypt via time travel in the comics.
  • Ant-Man tells Captain Marvel that the closest he's seen to something like her was a man who could control Ionic Rays. This is a reference to Simon Williams/Wonder Man, the main antagonist of Ant-Man and the Wasp.
  • Morgan Stark in the comics was the name of Tony Stark's nefarious cousin, he never had a son on Earth-616.
  • Princess Ravonna who Kang kills when he is first seen in the film is actually his love interest in the comics as well as most adaptations. She was changed to his victim in the film in order to avoid his infatuation with her being repetitive to Thanos' with Mistress Death.
  • The Decimation in the Marvel Cinematic Universe in both the original and altered timelines lasted much longer than it did in the comics, which was reverted after only a day.
  • Kang the Conqueror while mentioning heroes who were misunderstood throughout history cites the X-Men as an example. The first ever reference to the team in the MCU and proof that they end up forming sometime after the events of Avengers: Forever.
  • Thanos threatening to destroy the universe if the Abstract Entities don't fight him is lifted directly from a comic panel where a similar threat is made by the Beyonder towards the Celestials, likewise trying to prove his Godlike powers.
  • Captain America charging Iron Man's suit with lightning while fighting Terraxia was inspired from Tony's battle with Thor in The Avengers, where he blasted Iron Man's armor with lightning only for it to instead enhance his suit's battery capacity.
  • Deadpool's costume in 2099 that's worn out and discolored to grey is reminiscent of the suit he wore while serving on the X-Force in the comics.
  • In the comics, Kang the Conqueror has inversed goals to his MCU counterpart. Who instead of wishing to preserve the timeline desires to conquer it for his own ends. The interpretation that was seen in the film had more in common with Immortus than Kang.
  • During the Infinity Gauntlet story arc, it was Nebula, who Thanos abused mercilessly throughout the story, that steals the Infinity Gauntlet's and snaps everyone back. In the early drafts of the script Deadpool was meant to fill her role but it was changed to Drax instead in the middle of production.
  • The Terran Empire in the comics was ruled by an ancestor of Rick Jones instead of Kang the Conqueror, and its armies consisted of Ant-Man themed soldiers alongside the Captain America, Iron Man, and Thor themed ones. This was changed to Hulk in the movie as Ant-Man wasn't a founding Avenger in the MCU.
  • During Tony Stark's funeral the Proof That Tony Stark Has a Heart Arc Reactor that was sent out adrift is the same one that ironically saved his life during the climax of the first Iron Man film.
  • Captain America's time traveling pseudonym at the end of the film "Vance Astro" is actually the name of a completely separate character from the comics, who's also a member of the Guardians of the Galaxy.
  • Between those who died in the Decimation or were killed during the raid on Sanctuary, Thanos is responsible for the deaths of every single hero in the Marvel Cinematic Universe introduced at this point. Except for Captain Marvel, Ant-Man and Deadpool being the only three exceptions.
  • During the end credits scene, Vance Astro finally confronts Red Skull again for the first time since Captain America while fixing the alternate timeline in which Drax the Destroyer was recruited for the Time Draft. For unrevealed reasons in order to maintain order in that timeline he had to help fight the Universal Church of Truth. In addition to somehow acquiring Mjolnir while Red Skull gained the Karnic Staff from Adam Warlock.
  • Avengers: Forever has the only end credit scene that doesn't directly tease any future movies or projects. Signifying that this is the end of the Infinity Saga.
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