Marvel's Avengers: Infinity Gauntlet is a 2018 live-action superhero ensemble film produced by 20th Century Fox and Marvel Studios. It is the twenty fourth film in the Marvel Cinematic Universe and a direct sequel to the events of Avengers: The Ultron Imperative, Captain America: Civil War, Guardians of the Galaxy Vol. 2, and Thor: Ragnarok. It was released worldwide May 4th 2018.


Marvel Studios had desired to do an adaptation of the famous Infinity Gauntlet storyline ever since The Avengers teased Thanos and the Space Stone. Plans for such an event were originally desired to begin taking shape sometime in Phase 2 but Kevin Feige had the idea that due to Infinity Gauntlet's massive scope and scale, the MCU films should simply build up to Thanos slowly. Only concluding at the end of Phase 3 when most of the original Avengers are planned to retire from their roles, in the meantime other Infinity Stones would be established throughout the films.

In Comic Con summer 2015, the Phase 3 slate was released with Avengers 3 and 4 being confirmed for release dates in May 2018 and 2019 respectively. Confirming the two stories would go hand in hand with each other and that Avengers 3 would have Thanos as the main villain. It was also announced that the May 2017 Phase 3 installment Guardians of the Galaxy Vol. 2 would tie in heavily to the events of Avengers 3. Despite all of this hype the title for Avengers 3 would remain unrevealed until Autumn of 2016 where it was confirmed to be Infinity Gauntlet similar the story arc. It was also confirmed that the film would be exploring the fallout of the Avengers splitting in Civil War in addition to the Guardians of the Galaxy finally coming to the Earth. More casting announcements started to reveal just how large of a film Infinity Gauntlet would be, nearly every hero became slated to make an appearance. The only two film franchises missing were Ant-Man and Captain Marvel.

In 2016, Joe and Anthony Russo were hired to helm the massive project as Directors, attached to both Infinity Gauntlet and Avengers 4, having previously worked on the Captain America films and proven to be able to handle large casts and complex story arcs, near perfect fits for both huge Avengers movies. Joss Whedon was originally supposed to be Director as he was in in The Avengers and Avengers: Ultron Imperative but was unable to commit due to scheduling conflicts with both films massive time tables. Filming for Infinity Gauntlet began in mid 2017 with Avengers 4 being filmed directly afterwards, releasing on schedule May 4th 2018.


  • Chris Hemsworth as Thor
  • Robert Downey Jr. as Anthony "Tony" Stark/Iron Man
  • Chris Evans as Steven "Steve" Rogers/Nomad
  • Mark Ruffalo as Bruce Banner/The Hulk
  • Scarlett Johansson as Natasha Romanoff/Black Widow
  • Jeremy Renner as Clinton "Clint" Barton/Hawkeye
  • Josh Brolin as Thanos
  • Tom Vaughan-Lawlor as Ebony Maw
  • Michael James Shaw as Corvus Glaive
  • Carrie Coon as Proxima Midnight
  • Terry Notary as Cull Obsidian
  • Angelina Jolie as Mistress Death
  • Benedict Cumberbatch as Stephen Strange/Doctor Strange
  • Tom Holland as Peter Parker/Spider-Man
  • Chadwick Boseman as T'Challa/Black Panther
  • Chris Pratt as Jason Quill/Star-Lord
  • Zoe Saldana as Gamora
  • Bradley Cooper as Rocket (Voice)
  • Vin Diesel as Kanoot (Voice)
  • Dave Bautista as Drax the Destroyer
  • Pom Klementieff as Mantis
  • Elizabeth Olsen as Wanda Maximoff/Scarlet Witch
  • Aaron Taylor-Johnson as Pietro Maximoff/Quicksilver
  • Anthony Mackie as Sam Wilson/Falcon
  • Don Cheadle as James "Rhodey" Rhodes/War-Machine
  • Rebecca Hall as Bethany Cabe/Rescue
  • Paul Bettany as Vision
  • Matthew McConaughey as Adam Warlock
  • Benicio Del Toro as Taneleer Tivan/The Collector
  • Tom Hiddleston as Loki
  • Katheryn Winnick as Brunnhilde/Valkyrie
  • Adewale Akinnuoye-Agbaje as Beta Ray Bill
  • Michael Rooker as Yondu Udonta
  • Gwyneth Paltrow as Virginia "Pepper" Potts
  • Kerry Condon as Friday (Voice)
  • Benedict Wong as Kan Wong
  • Letitia Wright as Shuri
  • Daniel Kaluuya as W'Kabi
  • Danai Gurira as Okoye
  • John C. Reilly as Rhomann Dey
  • Cobie Smulders as Director Maria Hill
  • Anson Mount as A'Lars (Flashback)
  • Serinda Swan as Sui-San (Flashback)
  • Ryan Reynolds as Wade Wilson/Deadpool (Cameo)
  • Zazie Beetz as Neena Thurman/Domino (Cameo)
  • Samuel L. Jackson as Nick Fury (Cameo)


The film starts with an establishing shot of a large, orange planet called TITAN. Thanos is seen walking on the surface with an empty Infinity Gauntlet passing dead skeletons hugging each other on the ground before making it to the abandoned ruins of a long dead city. There, Adam Warlock is seen wandering through the structures with his Karnic Staff until Thanos calls out to him saying that marooning himself on Titan was clever, it truly was one of the last places he would ever look. Warlock says he feels the decay and malice of his nihilism run deep in this place. All life on the planet down to the microscopic level has been systematically exterminated. Staying here in spite of it has tested his faith more than he could ever know.

Thanos informs him the fates of his people were well deserved. They're all at peace resting in the cold embrace of Death. Warlock is so enraged by his comments he charges at Thanos with the Karnic Staff and the two get into a drawn out fight. The Mad Titan eventually getting the upper hand and beating Adam. As he begins trying to crawl away with his busted leg, Thanos says that for so long they've been in a struggle of life or death. But to what end he asks, the fundamental law of the universe is that all things must come to end. Dread it, run from it, destiny still arrives. It's finally here. Thanos then picks up the Karnic Staff and breaks it in half with his knee, crushing the top in his hand revealing it to encase the Soul Stone. He then adds it to the base of his Infinity Gauntlet finishing off his quote with, "or should I say, I am". Warlock assures Thanos she will never love him and the Mad Titan replies not yet, and until that day comes, he'll be by his side "old friend". Thanos then uses the Soul Stone to pull Adam's soul from his body and physically trap it inside of the stone. Muttering under his breathe, "one down, five to go."


Months later on XANDAR, the entire planet is shown to be in chaos completely overrun with Outriders and Q-Ships who have destroyed nearly everything. Inside the Nova Corps Headquarters the situation is equally bleak. Thanos is inside along with his four children Ebony Maw, Corvus Glaive, Proxima Midnight, and Cull Obsidian. Maw is preaching to the fallen Corpsmen that they might be suffering now, but that what is happening to them is mere mercy. Freedom from the prison that is life, Thanos will bring them home to their Mistress Death, the one who was there from the beginning and will be there in the end. Corvus and Proxima are bickering to each other about who killed more people, Corvus insists he had more but Proxima says he's delusional. Thanos interrupts their argument to say he was counting, and they were both equal. Perfectly balanced, as all things should be. Rhomann Dey on the ground bleeding out asks him if he thinks this isn't murder, just because half of them are still alive. Thanos says life gives death meaning, the sacrifice is in vein if there's nothing to lose. The passion lacks any spark if none bear witness. Thanos gives the signal and Cull Obsidian approaches Rhomann Dey, brutality crushing him into the ground and killing the Corpsman.

Corvus Glaive takes out his spear and cuts open the Vault which houses the Power Stone inside, plucking it out as Proxima Midnight uses her Gravity Stick to levitate it to Thanos who adds the Stone to the Infinity Gauntlet. Ebony Maw comments with the Nova Corps slain, there is no force who can stand in their way now, they will all be gods. The Mad Titan corrects him insisting he will be a god. All of the children begin to leave while Thanos uses the Power Stone to create purple cracks deep within the crust of the planet. As the Dark Aster and all of the Q-Ships emerge from the atmosphere Xandar breaks into multiple fractures in a large purple explosion. Thanos walks to his throne and sits down on it, telling his children there are three other Infinity Stones with known locations around the universe, two of them are on Terra, they must find them and bring them back to the Dark Aster while he searches for the third on his lonesome. Ebony Maw asks what of the Time Stone, its location is still unaccounted for. Thanos assures him it will be within their possession soon.

Act 1

The camera then shows outside of the Dark Aster and through space before finally reaching ASGARD. Thor is inside the Palace where Brunnhilde is informing him that Xandar has been destroyed by the Black Order along with all the Einherjar and Valkyrior reinforcements they sent to aid the Nova Corps. The Rune King observes that the glimpses into the future he saw with the Tablet of Time are all coming to pass. Beta Ray Bill informs him speaking of the Time Stone, it's only a matter before Thanos comes to Asgard looking for it. They need to hide the Time Stone somewhere. Thor responds he was thinking the same thing, explaining that he created a contingency in the event it ever got this far. Thor then takes the Tablet of Time from the treasure room and breaks it apart, giving the Time Stone inside to Valkyrie, telling her to escort it where they discussed. He then asks Beta Ray Bill to temporarily take over his duties as King. Bill asks where he's going and Thor insists the Mind and Space stones are on Midguard which puts them in danger as well. He needs the warn the Avengers of what's to come and help them prepare. As Rune King he swore to protect the Nine Realms from all threats including the Infinity Stones, he will end this danger by whatever means necessary. Thor then summons the Bifrost to EARTH.

The New Avengers are in the Upstate Facility where Hulk is seen transformed in a special elastic jumpsuit reading Zen and the Art of Nuclear Physics while lifting weights. In the same room, Clint, Rhodey and Vision are playing cards together and eventually get a notification that someone broke into the Facility. All the New Avengers stop what they're doing and go in the lounge to investigate, only to see Thor making himself at home. Hulk casually transforms back into Bruce Banner and greets him with the God of Thunder quipping that he wasn't expecting that. Vision asks what Thor is doing here and he tells the Avengers there's a great crisis brewing worse than any of them can imagine, it's coming right to Earth, an alien threat named Thanos. When Hulk hears that name his face turns pale and he starts muttering that this can't be happening. Hawkeye asks if he knows who this is and Hulk says when he was on sabbatical in space for a year, he knew a Thanos. Rhodey claims that none of them do, who he is.

Thor responds that he'll explain everything when the rest of the team arrives, where are they anyway. Bruce explains that some of the Avengers had a falling out, Cap, Natasha, the twins, they're gone. Thor is disappointed by this and asks what of Stark and Rhodey says he's in the city. In NEW YORK CITY, Peter Parker is seen being escorted into Avengers Tower by Bethany Cabe until being greeted by Tony Stark. Peter claims he's really grateful to have been given this internship at Stark Industries but Tony quickly confesses that there's no internship, he knows about him being Spider-Man. Peter staunchly denies it but Tony insists it's fine, he won't tell anyone. He talked to his Mom about it and wants to make him an Avenger. Peter asks even after punching him in the face and Tony claims what happened in Stamford was a great test run, that the Spider-Man suit he built had a lot of impressive specs on it. It was good, but with an actual budget of more than a dollar, it could be great. Stark then shows him the new Iron Spider design he made for him. Peter is flattered, but rejects it claiming he'd rather keep being a friendly neighborhood Spider-Man. Tony tries to argue but Bethany gets a notification that Thor's back and the Avengers need them Upstate right now, it's urgent.

At the Avengers Facility again, Thor is explaining after the Big Bang, the six fundamental concepts that make up existence Space, Time, Reality, Mind, Power and Soul were forged into concentrated ingots called Infinity Stones that contained great power in whatever concept they represent. Tony asks Thor to say his name again and Bruce tells him Thanos, he's a plague who goes from planet to planet and wipes out half the population. The last person who needs an Infinity Stone, much less all six of them. Tony realizes this is the endgame, everything he's prepared for has lead up to this moment. Bethany asks where the Infinity Stones are and Thor claims the Mind Stone is with them right now inside Vision's head. They all look at him and Vision observes that his mere existence is putting the world in danger then, he's sorry. Thor says it's not just him, the Tesseract that the Masters of Evil used is the Space Stone. Clint asks how they’re going to find that, it's been missing for years, Thor though insists he knows a wizard that he can help.

In the streets EDINBURGH, Natasha Romanoff is walking undercover with dyed blonde hair. She looks both ways before entering an abandoned train station where all the other fugitive heroes are all meeting up. Black Widow says that she's sorry for being late, just had to make sure she wasn't being followed. Falcon tells her maybe she can help him talk some sense into Pietro. Quicksilver says S.H.I.E.L.D. turned their backs on them, why do they have to risk their freedom going undercover to fight as "Secret Avengers". Falcon responds asking if he really thinks the world doesn't deserve their protection just because of some mistakes made by the government. Pietro asks what about what they deserve, showing the metal braces still around his legs. Someone tells both Sam and Pietro to stop arguing, Steve Rogers thae walks out of the shadows revealed to now have a beard and an aged costume. He exclaims that if someone is out there hurting innocent people he's not going to stand by and let that happen, no matter where they're from or who they are, not anymore. If anyone wants out the door is right over there, but Nomad isn't going anywhere. Natasha says she's on Steve's side always and Falcon claims so is he.

Pietro looks to Wanda and asks her to back him up but Scarlet Witch tells him that she doesn't know what to think anymore, the Secret Avengers all unaware that Wanda is telepathically communicating with Vision via the Mind Stone. Instead of using words to express their love to each other they're able to talk empathically, through only their emotions. Suddenly, a portal opens in the train station and Doctor Strange walks through telling all of the Secret Avengers that they need to come with him. Nomad demands to know what this is about and Strange introduces himself before saying the fate of the universe is at stake, he and Thor need all the help they can get. Black Widow is surprised he knows Thor and Strange begins to practically beg them to come with him. Nomad says they don't have much to lose and all come into the portal to VARANASI in the Sanctum Sanctorum. The Secret Avengers all sit down while Doctor Strange says that a nihilistic warlord named Thanos is preparing to attack Earth. Black Widow asks how this is any different from the countless other alien threats they've had over the years, Wong claims that Death follows him like a shadow. Of all the worlds Thanos has set his sights on practically none have been able to resist. Doctor Strange adds on he wants to transcend mortality using cosmic relics called Infinity Stones, and if he collects them all he'll be able to do it and cause Death on a scale hitherto undreamt of.

Nomad says he's heard enough, they're in, what does he need them to do. Doctor Strange says he needs to find the Tesseract and "this" lovely lady can help him do it (pointing to Wanda). Quicksilver asks what they'll be doing and Wong says the Sorcerer Supreme needs her to help contain a universal threat, respect that! Pietro is about to get up and yell but Falcon and Black Widow hold him down. Strange insisting he just needs some help with the spells to locate the Tesseract, if she doesn't want to it's fine. Wanda insists it's no problem and Strange says terrific, before they both suddenly teleport into another room in the Sanctum. Doctor Strange begins crafting the clairvoyance spell with Wanda's help as she's knocked off balance by Stephen's constant teleporting. The spell forges nicely and Stephen asks her if she's ever thought about trying to use her Mutant ability to practice traditional sorcery. Wanda insists she didn't know that was an option, Stephen responds saying he can tell her all about it over coffee someday. Wanda blushes and says she's in a relationship.

Doctor Strange responds with the Vision, they're communicating through the Mind Stone. He picked it up the second Wanda got here. How long does she thinks they can keep that up. Scarlet Witch says excuse me and Strange insists Vision is a Synthezoid, essentially an advanced computer powered by a rock, a relationship like that is hard to sustain. Wanda says no offense to Stephen but she doesn't care what he thinks. Strange responds those are just the facts, Thanos is after the Mind Stone and computers... can be breakable. The spell finishes being created after he says that and Strange is able to locate the Tesseract at the bottom of the pacific ocean, teleporting it to the Sanctum. In SPACE, the Guardians of the Galaxy are flying in the Benatar while listening and singing along to Rubberband Man. Star-Lord tells Drax to sing along and the camera reveals him to be fast asleep in spite of the commotion. Kanoot, now grown into a child, hands Rocket a drawing of the Guardians that makes them all look bad. The Raccoon simply tells Kanoot it's "great" and passes it off to Gamora.

Mantis says they're being hailed by Yondu Udonta and Rocket tells her to put him on. Yondu shows up on the projector shouting to the Guardians long time no see, waking Drax up. Jason playfully responds that they've been busy actually doing good deeds and making some sweet, sweet dough while they do it with Gamora reminding him that isn't the point. Rocket asks what Yondu wants and he tells them how he was checking in on Adam Warlock like he said he would every now and again. But can't find him anywhere, and his walking stick or whatever is all busted up. Gamora becomes startled by that and asks if the Soul Stone is still inside of it. Yondu asks her if he saw a damn Infinity Stone out in the open is the first thing he would do hail them!? All the Guardians exchange glances to each other and Rocket says they'll call Yondu back disconnecting the hail. Kanoot says "I am Kanoot" and Jason responds he's right, it has to be Thanos. Gamora muttering that her father had a plan when he finally killed Adam and got his hands on the Soul Stone, he would use it get the other Stones out of their hiding places, and once he has them all balance the universe. Drax corrects her with kill half of all living creatures.

Star-Lord tells everyone this is a perfect opportunity. Jason begins putting on a deeper voice telling the Guardians they'll be the most cherished warriors in the Galaxy if they're able to stop Thanos in his crusade for the Infinity Stones, envied by all with enough riches and glory to last them a lifetime. Gamora asks if he's making his voice deeper and Drax answers he's trying to sound cooler but Jason insists no he isn't, this is his normal voice. Mantis says he just did it again and Kanoot agrees. Rocket meanwhile finds out that Thanos decimated Xandar and took the Power Stone already. Star-Lord in his regular voice says then they have to go warn the Collector! He had the Reality Stone in his museum, and if there's no reports of Thanos or his goons sacking Knowhere that means they have a chance to protect it. He practically begs Rocket to travel there and Gamora insists it would be wrong to sit out of this when they all know Thanos better than anyone. Rocket says fine, but the Collector better not treat him like an animal. Drax comments they all already do that.

In Avengers Tower, Tony asks Bruce about Thanos and what happened when they met. Bruce explains that he kicked the crap out of the Hulk without even breaking a sweat, not even Blonsky or Ross could do that. Tony says how he knows Bruce has made a lot of progress in his anger management, but that maybe if push comes to shove he could go all out when Thanos comes knocking on the door. Bruce says that's out of the question, he's the happiest he's ever been having Hulk under control. He can't just throw that away for a battle he might not even be able to win. Tony says the idea of a threat from outside this world has been in his head ever since he flew through that wormhole. If they're not all bringing their best and keeping all their bases covered, it just makes it that much more likely they all lose. The Avengers need every weapon in their arsenal right now, more than ever.

Vision is seen being escorted by Thor into a special holding cell, insisting he and the stone will be safe in here. Vision sits down and Thor is about to leave but noticing his melancholy expression instead has a seat next to him. The God of Thunder assuring Vision that he has been alive for over a thousand years and has fought twice as many enemies as that. All wanted to commit unspeakable acts all over the Nine Realms but none succeeded even when fate decreed they should. Destiny is malleable and they can win so long as they have the strength to do what needs to be done. Thor promises Thanos is the latest in a long line of tyrants that will fall to the Rune King of Asgard, he will not let the entity lodged into Vision's cranium end their world so long as he continues to fight axe in hand. Thor then summons Mjolnir and proudly holds it to his chest. Vision asks him what if he's wrong and Thor says then all he has done getting to this point has been for nothing. He pats Vision on the back and slowly walks outside, the Synthezoid then begins using the Mind Stone to start emotionally communicating with Scarlet Witch.

At the Sanctum Sanctorum, Wanda is receiving his messages until Doctor Strange tells the Secret Avengers they need to rendezvous with Thor and the New Avengers and discuss what to do with the Tesseract. Nomad says that's not a good idea, Stark is trouble and he'll only get in their way. Doctor Strange responds with respect, everyone alive is in danger right now, it doesn't matter who he's talking to or not. Black Widow asks why they can't just handle the Tesseract on their own and let the New Avengers deal with Vision. Wanda speaks up to Natasha saying she agrees that strength in numbers is important here. Suddenly, everyone in the Sanctum suddenly begins to hear noise and commotion going on outside. Strange and Nomad open the front door only to see a Q-Ship parked in the middle of Varanasi. Stephen uses the Eye of the Living Tribunal to hide the Tesseract in another dimension and tells Wong to protect the Sanctum before teleporting all the Secret Avengers in front of the Q-Ship. There, Ebony Maw and Proxima Midnight are walking the streets. Maw preaching to the civilians that they will all soon return to their Mistress Death.

Strange teleports all the civilians out of the area and Proxima takes out her weapon and is about to attack but Maw stops her, addressing Strange as a "Stonekeeper" and tells him if he gives up the Tesseract he will have a fair chance to be spared by Thanos' culling. Strange says he isn't really a betting man and Quicksilver responds "that means get lost, Voldemort". Ebony Maw simply replies by asking if this chattering animal speaks for Strange and Nomad says they're all equals here, he's trespassing on this planet and to consider this his final warning, leave now. Maw says they're exhausting and tells Proxima to take the Tesseract by force then, she takes out her Gravity Stick and prepares to attack until Black Widow shoots a venom blast at her into the wall. Falcon unlatches his wings and starts flying to Ebony Maw who uses his black tongue and mutters for Falcon's wing to stop working and they do exactly as he says. He then tells the pavement on the ground to turn into spikes and lunge towards the Stonekeeper. They do as the black tongue commands but before any of the spikes can hit Strange he opens a portal and redirects them right back to Maw. The two of them engage in a supernatural battle while Nomad begins trying to fight Proxima Midnight hand to hand and getting quickly overpowered. Quicksilver tries to use his super speed which only works for a second before he collapses in the mud, cursing his disabled legs.

Pepper Potts is at an Ultrasound appointment with a hologram of Tony Stark standing next to her. She asks him if he seriously couldn't take one day off to see his child for the first time. Tony shown to be inside Avengers Tower managing the holographic software telling her this is just as good. He can see and hear everything, be in two places at once. Pepper rolls her eyes and the Physician begins holding the transducer to Pepper's stomach as a baby appears on the sonogram. Telling her and Tony that it's totally healthy. Tony tries to hold back tears of joy claiming she's right, he should've been there in person. Pepper asks her husband if he still likes that name they choose, Morgan. Tony says they can name it whatever they want, there's nothing he wouldn't do for them. The hologram disconnects and Hawkeye is revealed to have been standing by the door listening in the whole time congratulating Tony and asking him why he didn't tell the other Avengers. Stark claims that they never asked, and Clint says if he ever needs tips on diapers or dealing with sleep deprivation, he's gone through the ringer twice, he'll be there. Tony thanks him but says he wouldn't want to have him or Laura deal with another infant. Clint though insists that in a weird way he kind of misses it.

Inside of the containment unit, Vision is pacing quietly until Corvus Glaive quickly cuts through the protective layer and jumps inside using his spear to try and pry the Mind Stone directly from Vision's forehead. Fortunately, Vision manages to stop him and blasts Corvus into the other room. The Child of Thanos harshly responds by stabbing Vision in the gut with his spear and then calling the Q-Ship tractor beam to fly them both out the window. All the New Avengers assemble and Clint asks how that thing got in here. Thor says that doesn't matter, they need to protect the Mind Stone! Tony then taps his arc reactor unleashing his Nanotech Bleeding Edge Iron Man armor over his body and tells Thor he's way ahead of him, flying right after the Tractor Beam. Peter Parker in a Taxi sees Corvus and Vision flying over ahead and tells the driver to pull over, quickly climbing up the wall to high ground. Iron Man is eventually able to blast Corvus out of the tractor beam while he and Vision crash land in Central Park.

Iron Man goes after them but Cull Obsidian is revealed to be there too and he along with Corvus both fight Tony until Spider-Man webs by and helps out. Quipping to Tony that he didn't think they'd be seeing each other again so soon. Iron Man warns him to look out and Peter starts getting overwhelmed by both Children of Thanos instead. Tony realizing Spider-Man could be killed starts to panic but gets an idea, telling Friday to enact the Iron Spider protocol. This causes a package to launch from Avengers Tower to Central Park releasing a Nanotech Spider-Man suit for Peter to wear over his regular homemade one. With his new Iron Spider powers Peter is able to resist Corvus Glaive and Cull Obsidian's attacks. The Bifrost is then summoned to Central Park by Thor teleporting the New Avengers there instantly. Rescue flies over to help Vision while Iron Man, Spider-Man and War-Machine fight Corvus Glaive and at the same time Thor, Hulk and Hawkeye take on Cull Obsidian.

In Varanasi, Ebony Maw uses his black tongue in creative ways to dispatch Black Widow and Nomad out of his way and while he struggles against Scarlet Witch, is able to beat her as well. Proxima Midnight uses her gravity stick to pull Falcon out of the air and brutally beat him against the ground. Maw finally subdues Doctor Strange stabbing him with multiple sharpened pieces of glass, demanding to know where the Tesseract is. Stephen tells him nowhere in this Dimension and Ebony Maw says his abilities aren't all derived from his own magic, this trinket around his neck for example, is perfectly susceptible to the black tongue's influence. Maw grabs the Eye of the Living Tribunal and tells it to reveal the dimension the Space Stone is kept and return it. It does as told and the Tesseract lands on the ground being gently picked up by Ebony Maw before telling Proxima they must return to the ship. Nomad sees the entire event unfold and tells the Secret Avengers they need to follow them, leading everyone to where the Q-Ship is parked and while its engines warm up Wanda is able to telekinetically force an opening for all of them to sneak into. After getting inside the Secret Avengers feel something as the Q-Ship physically begins to transcend out of the atmosphere and into space at warp speed. Doctor Strange slowly gets up and looks into the sky, muttering under his breath they have no idea how screwed they are.

On the other side of the world in Central Park, the fighting continues while War-Machine asks if Spider-Man is now Iron Man Jr. or something and Peter insists that this was a gift, an unexpected one at that. Cull Obsidian is able to hurt the Hulk with his punches and Bruce begins to almost get twice as strong by getting angry but forces himself to calm down and stop. Thor though manages to use his Rune King abilities to kill Cull Obsidian with a lightning based Mjolnir strike. Corvus Glaive shouts in agony when his brother dies and quickly escapes via Tractor Beam into his Q-Ship. The New Avengers start going to help wounded civilians while Tony asks Peter if he's insane coming into the middle of a fight like this. If he sees a bunch of aliens coming to the city he runs the other way. Spider-Man tells Tony that these aliens could level all of New York. Insisting that he can't be a friendly neighborhood Spider-Man if there's no neighborhood to protect. Tony wonders if this means he's an Avenger now and Spider-Man responds if that's what it takes to to do what's right and keep this awesome new suit, then yeah he's in.

Thor talks to Hulk telling him that he knows he's been pulling his punches to try and keep the anger at bay, but that he needs to make sure his priorities are in order. Bruce insists that they are, he wants to stop Thanos but not lose himself in the process. Thor says that is his own choice, but there is a chance that a time might come in this oncoming war where that isn't enough, and if it ever comes between him and an Infinity Stone, the God of Thunder insists he will not hesitant to let him die. Bruce sarcastically says it's nice to know his priorities are in order and Thor says he's on the side of life, one sacrifice is nothing compared to what could come if they lose. Doctor Strange is then seen opening a portal to New York. Thor greets the sorcerer and asks if he acquired the Tesseract. Strange claims it was stolen by Children of Thanos, Steve Rogers and his team tried to go after them, they're gone too.

It then shows in space once again where the Benatar is landing in KNOWHERE. Rocket says that it's quiet and Gamora observes too quiet, insisting that Thanos was here. Drax shouts out that he escaped again but Star-Lord tells the Destroyer to calm down, Knowhere's a big place, he might still be here. Jason then asks Mantis to look around and see if she can empathically sense anything in the area. She does as told and claims there are two living creatures a few blocks over. Gamora realizes that's where the Collector's Museum is and Rocket takes out his oversized gun telling the Guardians to follow his lead. The Guardians of the Galaxy all sneak into the Collector's museum where Thanos himself literally has Taneleer Tivan pined down under his boot. The Collector insists that he doesn't have anything that could be useful to him but the Mad Titan claims he knows that the Aether was added to the museum years ago, asking once again where it is. The Collector says he sold it, thought it was worthless, he couldn't have known it was an Infinity Stone. Thanos proclaims he's not surprised by his foolishness in that regard. The Reality Stone requires great imagination, something that the curator of this pathetic collection would be sorely lacking.

Drax meanwhile, on the other side of the room didn't hear any what she or Jason said. He begins taking out his knives claiming that on this day, his wife and daughter will be avenged. Rocket tries to warn him to be quiet but Drax pushes the Raccoon and Kanoot out of his way about to attack until Mantis puts her hand on his head and forces Drax to sleep. He collapses on the ground but the sound of Drax falling gets Thanos' attention. He slowly walks forward before Gamora jumps out and stabs Thanos with her Godkiller Sword, managing to slit his throat and successfully murder him. As the Mad Titan bleeds out on the ground Gamora begins to cry as all the Guardians watch in amazement and the Collector starts applauding and cheering her on. Thanos then can be heard in the background saying he knew she still cared, even if he had to elaborate his own demise to prove it. Reality then begins to warp and Knowhere is revealed to be burning, the Collector long dead, and Thanos still alive with the Reality Stone in his Gauntlet. Gamora claims he knew she'd come and Thanos insists he'd suspected it. The Mad Titan then tells his daughter that he didn't raise her to have affection towards anyone, but seeing her mourn the lose of her dear father, it put a smile on his face.

Gamora responds saying that she only ever had one father, and his name was Adam. Thanos snarls at her and uses the Soul Stone, claiming she's missing something inside of her, a little piece around the center. Adam would never confess it, but sacrificing one's own soul is the ultimate insult to life, he's proud of her for it. Rocket tries to shoot with his gun but Thanos uses the Reality Stone to turn the ammunition into smoke that puffs out when the Raccoon pulls the trigger. Kanoot charges at him and Thanos warps reality turning him into blocks, Mantis looks horrified and Thanos does the same turning her into ribbons. Star-Lord then jumps out and attacks him but the Mad Titan casually grabs Jason by the throat and throws him to the side. Gamora tries once again to stab her father with the Godkiller Sword and he breaks it in half with his hand. Announcing that for the sake of balance he'll spare them, this time. Reality then begins to warp around all the Guardians once again as they enter a psychedelic ordeal.

Act 2

Ebony Maw and Proxima Midnight are shown quietly operating the Q-Ship controls with the Tesseract stored behind them in a force field. The Secret Avengers are still stowed away on board overlooking the Tesseract, Black Widow commenting there's no way any of them can get through that protective shield. Nomad simply replies to her "then we fight" and jumps off the ledge down behind Maw and Proxima. All the Secret Avengers jump down too and Steve gets their attention, insisting they're just here to take back what's theres. Ebony Maw claims they're stubbornness is unjustified, for his powers far exceed them all. They all prepare to battle until Proxima begins using her Gravity Stick and Scarlet Witch blocks with her Telekinesis, the pressure builds up from both of them causing the Q-Ship to begin breaking and Maw warns his sister the Space Stone is more important than these idiots, let them die slowly. He shuts off the force fields and grabs the Tesseract teleporting both him and Proxima out of the Q-Ship. Quicksilver asks where they went and Nomad explains they used the Tesseract to teleport off the ship, they're gone. Falcon looks around before announcing that they all better get comfortable, there's no food or water anywhere on this thing and are about a billion miles from Earth. Wanda suggests they work the controls, try to go back the way they came. Nomad takes her advice but claims it's fingerprint locked, they're stuck here. Natasha sits down saying their only hope to just wait and hope someone finds them...

In WASHINGTON D.C. T'Challa is walking outside of the Triskelion where he's greeted by Thor. The God of Thunder shaking his hand claiming that he's heard a lot of about Wakanda and the Black Panther responding he's heard the same of Asgard. Thor says that he wishes they could be meeting under better circumstances but T'Challa insists the end of the world is as good a reason as any to make new friends. Tony Stark is walking in the lobby until coming across the Cloak of Levitation simply moving on its own startling him, before returning to Doctor Strange. He asks Strange what kind of technology he uses to do what he does. Atomic destabilizers built into his arms, Strange simply claims it's magic, no tech involved, sarcastically apologizing to him that he can't replicate it in the next Iron Man suit. Tony says he's been at this for nine years now and he's seen some crazy stuff, never magic though, because it doesn't exist. Everything can be explained with science even his "balloon animals". If he doesn't want to tell him that's fine, but don't insult his intelligence. Strange sighs and tells Tony if magic is too crude of a word for him, he can think of what he does as a program that manipulates reality's source code. There are dimensions all around them that make up existence and magic is the ability to harness the energy that holds them all in place. Tony at a loss for words, telling him they should probably head upstairs.

In the Director's Office, Maria Hill exclaims that the world's on fire. S.H.I.E.L.D., Asgard, Wakanda, Kamar Taj, and the Avengers all need to formulate an alliance to get things under control again. Tony says they already killed one of his lackeys, they just have to find and take out the others. Thor warns Stark Thanos has the largest army in the universe, they're called the Black Order and consist of genetically engineered killing machines known as Outriders. They live for nothing but to kill and destroy any unfortunate souls they're unleashed upon. Strange says if they can't stop Thanos personally they just have to keep the Infinity Stones out of his grasp. Thor insists the Time Stone is already secure in the Nine Realms they can't keep the Mind Stone there as well, two Infinity Stone kept in such a close vicinity would be extremely unwise. T'Challa says then they need to take the Mind Stone to Wakanda, they are the most secure nation on Earth, it will be safe there. Doctor Strange responds to Black Panther he knows his country is incredibly advanced, but his magic can offer more than Vibranium ever could. Black Panther rhetorically asks what happened to the Tesseract under his watch. Strange says excuse me and T'Challa clarifies that he just wants a chance to help the world in the ways his forefathers never did. Wakanda opened its borders exactly for this reason, to offer aid in times of hardship.

Hill says another factor they need to consider is what's the most comfortable for Vision, the Synthezoid speaks up asking what if it didn't. He's been thinking recently about the Mind Stone and his own existence, he was created from a amalgamation between many different programs J.A.R.V.I.S., Ultron, Cyberspace, etc. The stone is just one part of that, if with they can remove it somehow they might still be able to preserve his base consciousness. Tony tells him no, he's wrong. When he was making J.A.R.V.I.S. he couldn't crack sentience. He was like Friday or Siri just lines of code that only existed as a response to something else, unable to survive on its own. Ultron couldn't make it work either, that's why he needed the Stone. That was the only way he could give Vision life at all, he can't exist without it. No Mind Stone, no Vision. Director Hill claims it's settled then, Vision goes to Wakanda and it becomes their center of operations until this blows over. Thor advises Black Panther that he and Strange and should escort Vision personally into his Kingdom, they're the most powerful and will be able to keep him safe under the event they're ambushed again. T'Challa says W'Kabi will bring them through the secret entrance but Doctor Strange insists that's not necessary creating a portal that teleports him, Thor and Vision out of the office. T'Challa asks what just happened and Tony says not to get him started.

Millions of years ago on TITAN once again the planet is shown to be colorful and fully inhabited by a race of humanoid people called Eternals. They're all shown living peacefully and inside a medical facility Sui-San is in labor being comforted by her husband A'Lars. Despite the medical droids using all of their advanced Eternal medical technology, Sui-San is still in extreme pain giving birth, A'Lars telling her it will all be worth it when they see Thanos for the first time. They all finally hear crying until the baby is born with purple skin and unusual features. Sui-San and A'Lars ask what's wrong with their son and the Medical Droid diagnoses him with Deviant Syndrome. Sui-San says she can't raise this monster and tries to kill the baby but A'Lars stops her, saying irregardless if he's a Deviant Thanos is still their son, and they can't kill him. Sui-San says they'll keep him, but she'll never love him, A'Lars claims nobody will. Years pass as it shows Thanos as a child frail and starving locked inside of a cellar chained to the wall begging for his ration of food. Sui-San outside the door hears his pleas but simply ignores him. Thanos falls to the ground and begins to slowly die from hunger, until seeing a beautiful woman standing over him that he's enamored by. She gently places her palm on Thanos' cheek and tells him it's alright, she's here to help him move on. Thanos says she's his savior and tries to touch the woman grabbing her breast, the second his flesh makes contact they start communicating with each over through emotions, the Deviant child feeling love for the first time. The woman looks startled claiming he shouldn't be able to do that and Thanos begs her to hold him again.

The woman gets up and without saying anything and leaves despite Thanos calling out for her to come back. He then finds the strength to physically break out of his bindings and exit the cellar. Sui-San sees him and screams while grabbing a gun off the table but Thanos charges at her. It then shows Sui-San wake up bound and gagged in the cellar with Thanos preparing surgical blades. He tells his mother that he'll never forget this moment and proceeds to violently stab her, killing Sui-San and allowing the Mad Titan to empathically communicate love to the woman once again. Years later, Thanos is now an adult who controls the Outrider hordes, leading them to commit mass genocide on Titan while totally ravaging the landscape. He tries to empathically communicate with the woman he loves again through the endless corpses but nothing happens. Thanos tells the Outriders to find more but they only show confusion at his command. He sternly tells them again to find more but they still do nothing. Thanos then looks around and notices every living creature on Titan had been killed in the massacre. The Mad Titan sits down, a saddened look plastered on his face saying that life is a commodity, a resource he needs to preserve to see "her" again.

All of this is revealed to be witnessed by Thanos on the Dark Aster using the Reality Stone to relive his past. He exits his quarters and only to see Ebony Maw, Proxima Midnight and Corvus Glaive waiting for him in the throne room. Thanos demands they show him the stones. Maw takes out the Tesseract and bends down on one knee, proclaiming that he bows before his grandeur as no other being since Tryco Slatterus, the legendary Champion of the Universe, has had the nobility to wield four Infinity Stones. Thanos picks up the Tesseract and crushes the casing in his fist, adding the Space Stone into his Infinity Gauntlet. The Mad Titan then looks over at Corvus Glaive asking if Cull Obsidian's sacrifice was worth it, if that is was it took to bring the Mind Stone here. Corvus claims Cull was a casualty, not a sacrifice, apologizing to his father. Thanos comments Cull will find peace in Death's embrace, but Corvus failed their family, that cannot go unpunished, it will be him this time. He grabs Corvus by the arm and begins dragging him into the torture chamber, Proxima telling her brother she's sorry for what's about to happen. Thanos places him in a holding device and begins using the Power Stone to torture Corvus to the point of near death. While he's seconds away of dying Thanos places his hand on his head and starts empathically feeling and communicating his love to the woman from his past, the holding device constantly bringing Corvus back to life for Thanos to continue feeling it. On Knowhere, the Guardians finally get their wits back to them. Rocket comments that was a complete disaster and Jason responds with a sarcastic "you think?". Gamora points out Thanos hasn't won yet, there are Infinity Stones on Terra, they can go there and protect them, this time they'll be ready. Jason quickly tells her no and Gamora asks why not and Jason says he hasn't been on Terra since he was nine years old, he can't go back. They should just find the Time Stone and protect that instead.

Gamora says the universe is two steps away from collapsing and he doesn't want to help stop it because going to Earth would be uncomfortable for him. Rocket adds on saying no one knows where the Time Stone is anyway, if they're serious about stopping Thanos from getting the other Stones they have go to Terra, there's no other way around it. Jason yells out to just drop him off somewhere else then. Because he's not setting foot there no matter what. Gamora wonders if he's seriously this petty and Jason insists he doesn't have a choice. Rocket asks what that means and Mantis places her hand on Jason's shoulder explaining that he feels near paralyzed with anxiety over the prospect of having to relive the pain of going to the place where his mother died and having all the Guardians, who look up to him as a hero, seeing such a vulnerable side of himself. Jason is embarrassed but still thanks Mantis for vocalizing his internal feelings like that. Drax however chimes in insisting that they're all thinking about protecting these worthless Infinity Stones when they should be discussing the best way to end Thanos! He's the one responsible for all this, instead of trying to guess what he'll do next they need to take the fight to him! Jason likes the idea and Rocket says Thanos didn't leave too long ago, they might be able to find the Dark Aster somewhere in this Quadrant.

On the Q-Ship, Nomad is sitting down with Black Widow. Steve asks her how long they've got and Natasha says from the looks of it they'll probably be out of oxygen by tomorrow morning. Out of everything she's done in her life getting to this point, she didn't think this would be the way she'd go. Nomad points out they won't die, their friends will but they're both super soldiers, their lungs will keep regenerating for weeks at least. It's not fair, he doesn't have anymore of a right to live than they do. Natasha tells him he didn't choose to be like this but Steve confirms to her he did. Erskine gave him an offer and he accepted it because he wanted to help people. He failed to do that after Bucky died, that's why he had to give up his flags. Now it's going to happen again and all he can do is sit here and watch. Natasha holds his hand and tells Steve no matter what happens, she's happy to always be here with him, together 'till the end of the line. On the other side of the Q-Ship Scarlet Witch is talking with Quicksilver, asking him how his back is doing. Pietro tells his sister that he wanted to snatch the Tesseract before either of those alien freaks could blink. He then says if he ever sees Vision again, he doesn't care if he can't run, he'll pay for this.

At Avengers Tower, Hawkeye and Rhodey are working with Bethany Cabe to help load cargo boxes full of equipment to Wakanda discussing how Ant-Man and the Wasp would've been helpful in this right about now if they weren't under house arrest. Spider-Man meanwhile is looking out the window until Tony Stark walks next to him and asks if he's enjoying the view. Peter says the Midtown Bus used to go by Avengers Tower everyday, he even climbed up onto the A multiple times, but never thought he'd actually be able to stand inside as an actual Avenger. He tells Tony that he's sorry for judging him, he used to think he was an uptight rich douchebag but, he seems alright. Peter tries to fist bump Stark but he rejects it saying they need to discuss something. That he's having a kid, Peter congratulates him but Tony says it's changed his outlook. When he learned Spider-Man's true identity he was surprised to see how young he was, but he didn't think about it, until now. If he lets him come with the Avengers to Wakanda, Peter has to follow their lead, not recklessly jump into danger like he normally does. Tony then says he sees a lot of himself in Peter. Smart, snarky, wants to grab the world by its ears and never let go. But that most of all they both know what it's like to feel guilt. To know what it feels like to have bad things happen to good people because of you, and now to think about what Tony would feel like if something happened to him. Peter says that he understands, he'll be a team player.

The Guardians of the Galaxy are flying through space in the Benatar trying to find the Dark Aster. Rocket telling Kanoot that this entire operation depends on him, he's the only one with long enough arms to reach Thanos' Gauntlet. He needs to put this gravity grenade on it and release the surge to prevent his hand from closing and using the Infinity Stones. But Kanoot has to press the button on the left! If he pushes the one of the right the battery will fall out and the grenade won't work. Rocket asks him to repeat back what he just said and Kanoot recites it back until the end saying he'll push the right button. The Raccoon quickly tells him once again not to push that button and recites the instructions over, the child though still doesn't get it. Rocket asks Star-Lord if he has any tape to cover the right button with but Jason claims if anyone would have tape it would be him, the Captain. Mantis says their scanners are detecting a hostile ship three clicks away. Rocket tells the Guardians this could get messy and to "put their mean faces on". They move the three clicks only to see the Q-Ship floating there. Rocket asks if that's one of Thanos', Gamora insists it looks like it. Almost as if it was on the path to the Dark Aster but it just stopped here for some reason. Drax says they're easy prey then takes out his knives as the Benatar connects with the Q-Ship.

Inside the Q-Ship, the Secret Avengers hear something and begin walking towards where the sound came from. Prepared for anything, Nomad clenches his fist until the Guardians of the Galaxy all walk in armed to the teeth. Drax starts saying he'll tear the flesh from their bones one by one. Steve warns him not to get any closer and Star-Lord insists he doesn't need to pulling out his guns, Scarlet Witch responding those won't help him telekinetically pulling down pieces of scrap metal to keep everyone line and Kanoot easily moves them out of the way. Rocket asks who the hell they are and Black Widow talks back claiming they could ask him the same thing, wondering if he works for Thanos. Rocket quickly affirms that of course they don't work for Thanos, they're the Guardians of the Galaxy rhetorically asking if she's been living under a rock. Falcon insists if he knew about a talking rabbit he's pretty sure he'd remember it. Mantis correcting Sam that Rocket is actually a Fauna Halfworlder. Gamora looks around and says these people don't look like the Black Order, Quicksilver says because they're not! They came from Earth and accidentally got stuck in this big ugly ship trying to get the Tesseract. Gamora is surprised they know what the Infinity Stones are but Jason is even more surprised they're from Earth claiming that Nomad kind of looks like this old Terran hero named Captain America. Steve tells him he is Captain America, quickly correcting himself to say was. Jason then puts his guns away saying he trusts these guys.

On the Benatar, the Secret Avengers are all eating and hydrating themselves after being marooned for days. Rocket reminding them that this is his ship and not to spill anything. Gamora asks how Terra is faring against Thanos' forces. Nomad responds as far as he knows the Mind Stone is still being protected by the Avengers. Drax says he knows of them, Earth's Mightiest Heroes. Hulk discussed their battles in great length, he took much pleasure in hearing the stories of comradery and virtue. Falcon insists they're not all they're cracked up to be and Black Widow is surprised Drax knows Hulk. Mantis explaining to her Bruce crashed on Sakaar years ago until the Guardians found him and liberated them both. Gamora saying Hulk served with them afterwards for months. Scarlet Witch notes that must be where he ended up after Hassenstadt, Sam quipping it's a small universe. Star-Lord claims if Terra has the Avengers and Hulk protecting the Mind Stone they can just continue on to confront Thanos. Black Widow says that sounds well and good but they all need to go back to Earth. Star-Lord tells her she can rent a cruiser on any of the industrialized planets, but the Guardians have a clear mission they won't sidetrack. Quicksilver says they have no idea where they're going, just take them back home right now. Star-Lord gets in Pietro's face and claims he doesn't like his tone and Quicksilver says he doesn't like being held hostage. Star-Lord in annoyance walks out of the room, Nomad insisting he'll talk to him following behind.

Scarlet Witch apologizes to Mantis about her brother's outburst and she tells Wanda people always argue on this ship, it's nothing she hasn't seen before. Wanda nods and then closes her eyes resting against the wall until Mantis asks what she's doing, Scarlet Witch wonders what she means and Mantis insists she is overwhelmed with emotion right now, her antennas can sense it. Scarlet Witch is concerned Mantis can sense it, and asks what she feels. Mantis touches her leg and claims that Wanda is feeling love pure as water for someone special. Wanda says that Mantis can't tell anyone, her friends wouldn't understand, the man she loves is... an enigma to them. Quicksilver is sitting in the cockpit while Kanoot is playing wall ball to entertain himself until Pietro grabs his ball and throws it across the Benatar. Rocket sighs and asks Quicksilver if there's something he wants to talk about. Pietro says not particularly and the Raccoon sits across from him claiming that he gets he's pissed about things not going his way, but taking it out on everyone else isn't going to change anything, sometimes it's just easier to forgive and forget. Pietro asks why they would deserve his forgiveness and Rocket claims it's not for them, it's for him. Nomad and Star-Lord are in another room and Steve asks what his story is. Jason explains he's from Earth just like him, but he left after his mother died there. Hasn't gone back since and doesn't plan to ever again. Steve asks him if it's scary, the thought of having to face that again. He lost a lot on Earth recently, not a first time he's felt like he didn't belong actually. There's definitely a part of him that would rather just stay here away from it all. But then he thinks to himself, how is that fair to all the people who stood by him. There's still hope for Earth, against Thanos and itself. But the only way that's possible is if someone makes the first step towards doing what's right. They could all use a Star-Lord right now.

Jason smiles and says it could use Captain America too, Steve looks down and says maybe some day. Gamora and Black Widow are in the lounge talking to each other subtly bragging about who has the better track record as assassins until Nomad and Star-lord walk out. Steve goes to Rocket and tells him he and Jason talked about it, they want to turn this ship around, the Raccoon says Terra it is then. On the planet DERVANI, a blue portal is generated on covered surface which Thanos emerges from. He looks around noticing himself in the middle of a beautiful garden maintained by Loki. The Mad Titan addresses the God of Mischief muttering that it's truly a work of art. Loki thanks him for the kind words as they both take a walk, Thanos asking the Mischief God why he resides in this place. Loki says that he is attempting to simply grow older, Asgardians like himself gain strength with age. In the amount of time it takes to turn Dervani into a perfect garden he will be ready to strike against Thor and Asgard once again.

Thanos says he too has much experience desiring a treasure that never seems to come. Loki asks why he's here and Thanos insists he knows why and Loki correctly guesses the Time Stone. Thanos insists that he needs it to fulfill his own dreams and the Mischief God is quite possibly the only other man in the universe who knows as much about the Infinity Stones as he does. Loki leads Thanos into his Hut and shows the Mad Titan his Map of All-Ending claiming that this facsimile he created acts as a live feed to all the Nine Realms. Thanos asking if the Time Stone is there and Loki clarifying the Time Stone has been a part of Asgard since their earliest days. Thanos moves closer to the Map and begins reading over it, insisting this will take much effort to fully decipher. Loki insists a lifetime, even by the standards of a Deviant Eternal. But he knows all the tricks and loopholes, he can show Thanos exactly what he's looking for under one condition. The Mad Titan asks what that is and Loki says to be the undisputed King of Asgard, and Midguard, and all other worlds he sees fit. To finally live to be what he was destined to. Thanos laughs at him and begins pacing outside the Hut saying that he's been watching Loki for years now. He showed him that this journey for the Stones had promise, but he was never part of the final plan, only a means to an end. His destiny was never to be a King, but rather a mere servant, who has now fulfilled his purpose. The camera then cuts to Loki again revealing him to be deceased while Thanos was monologuing, he had used the Reality Stone to cause the plants in his own garden to infiltrate inside of his nose, mouth, ears and eyes overtaking his entire body in a disturbing image.

On the Benatar, the Guardians of the Galaxy and Secret Avengers all fly into Earth's atmosphere while Star-Lord is listening to Africa on his Walkman. They eventually land in a field in MISSOURI where Star-Lord then takes his first steps on Earth in thirty years, breathing in the fresh air while Gamora asks if it's anything like he remembers, Jason responding to her that it's better. He then realizes the Benatar can pick up local radio signals and tries listening to modern music, quickly turning it off in disgust. Meanwhile on the Helicarrier, Director Maria Hill along with Tony Stark and Bruce Banner are notified that an unidentified spacecraft just landed in the United States. Tony asks if they're thinking what he's thinking. Hill and Banner reply Thanos and Stark tells them bingo, insisting he'll deal with them. He then quickly gets onto the tarmac and summons his Nanotech armor, Bruce follows and offers to go as back up but Tony claims he'll just slow him down, flying all the way to Missouri. There, Nomad is telling the Secret Avengers there should be a town somewhere near here. They just need to lay low until they can find a payphone and call Strange.

Black Widow asks if they know his number, followed up by Sam asking if he even has a phone. Observing that temple he lives in didn't look too tech savy. The Guardians are all just hanging out outside the Benatar until they hear Tony on a loud speaker shout for them to cease and desist. He then lands in front of the Guardians telling them at normal volume they're trespassing on this planet and will need to come with him. Rocket rudely asks who he's supposed to be and Tony tells him Earth's bouncer, and they're not on the VIP list. Star-Lord tells him he's from here if he just calms he'll explain everything. Jason and Tony debate with each other until the Secret Avengers then walk over with Nomad asking if everything's alright. Before Jason can get another word out Steve makes eye contact with Tony sending Iron Man into a shock insisting they're all under arrest for harboring fugitives.

Nomad says he's never going to listen to a word Tony says ever again. Iron Man mutters that wasn't a warning and begins using his Bleeding Edge Suit to attack the Guardians and Secret Avengers. All of them try to fight back but they're no much for the Nanotech. Multiple quinjets arrive at the scene and begin helping Iron Man. On the Helicarrier, Hill is watching the fight unfold and Bruce watches it too recognizing the Guardians of the Galaxy and tells Hill S.H.I.E.L.D. needs to stop attacking them, they're here to help! In Missouri again, Tony eventually disperses Nanite restraints that subdue each member of the Guardians and Secret Avengers except for Nomad, who Tony personally beats and holds down under his boot. He then powers up his pulser cannon to the max setting pointing it right into Steve's face, taunting Nomad that he will personally drag him to the Raft and testify against him, "The war's over Steve, you lost." Tony then hears Bruce Banner screaming through his coms that the Guardians are heroes, they helped him fight Thanos! They're good guys. Tony asks him why they were escorting Steve and his band of criminals then. Bruce says they're not criminals, they're their friends, look at what he's doing. All of the bad blood that went down between them it doesn't matter now, he has to understand that! Tony looks around and sees all the Guardians and Secret Avengers struggling in their restraints while Steve is obviously in pain. He disables his pulser cannon and calls back in the restraints. Gamora thanks Tony for letting them go but Nomad just looks at him and keeps walking.

Act 3

All the heroes board a quinjet which flies to East Africa, W'Kabi gives the pilot instructions on where the force field entrance is and they go through it into WAKANDA. Everyone looks in awe over the technological advancement with Tony Stark admitting magic might actually exist after all. As they all land at the Birnin Zana Palace, T'Challa along with Thor and Doctor Strange are waiting for them. All the Guardians and Secret Avengers emerge with Okoye telling her King when Wakanda agreed to open its borders to the rest of the world, this is not what she expected. Tony announces they're temporarily allowing these fugitives amnesty because of everything that's going on. Black Panther exclaims no reason was necessary, he would've never raised a spear against them personally shaking Nomad's hand, Steve introduces T'Challa to his new friends. Kanoot saying "I am Kanoot" and Black Panther responding with "I am King T'Challa, son of T'Chaka, and the Black Panther of Wakanda." Kanoot looks confused and Gamora claims he was just trying to ask where the bathroom is.

Bruce Banner then walks out telling Drax it's good to see him again. The Destroyer responds with likewise and wonders if he truly would battle Thanos again after losing so terribly, Banner insists he's trying not to think about it. Jason introduces himself to Stephen and he does the same insisting his name is Doctor Strange. Quill thinks that means they're going by their "made up" names then, in which case he's Star-Lord. Inside the Palace, Black Widow sees Hawkeye and they awkwardly exchange formalities. She observes his new costume and Clint mentions she dyed her hair. They both stutter to say something until Hawkeye finally takes the initiative apologizing to Natasha for everything that's happened, saying if he could've done things differently he would've. Natasha says he seems happy, that's nice. Spider-Man finds Nomad and quickly hugs him, humorously quipping that Steve really looks like crap. Nomad responds back in the same lighthearted tone that the hotels weren't exactly five stars, but he looks great with that new suit. Peter tells him Tony Stark gave it to him, he's actually not half bad when you give him a chance. Steve seems disheartened hearing that but quickly forces himself into a smile again saying he's a good kid and he's looking forward to working with him again.

Shuri gently places a Kimoyo Bead into Quicksilver's lower back, explaining to him if her theory is right this should be able to replace the fractured vertebrae in his spine and allow him to run at super speed again. Pietro quietly thanks her and goes to hug his sister only for her to walk to Vision instead. They embrace one another and he tells Wanda that he missed her dearly, it was painful being unable to converse with her... any other way. Scarlet Witch reminds him that love is for souls, not bodies. Quicksilver though looks outraged seeing them together. On the Dark Aster, Thanos is in the study with Ebony Maw, who uses his Black Tongue to command the Map of All-Ending to reveal the location of the Time Stone. As it begins shifting and narrowing down Thanos sits and asks Ebony Maw if he wishes to rest beside him. Maw does as told and Thanos observes that he is his eldest child, he remembers the days it was only the two of them balancing worlds together. Maw insists he has fond memories of those times and the Mad Titan claims he is so close to achieving his place on the cosmic pantheon. It's caused him to reflect on his life and think about what he will become. The Mad Titan candidly asks Ebony Maw if he believes his quest to be selfish the Maw responding of course he doesn't, it's the most glorious undertaking one has ever dared to attempt.

Thanos says he thinks it's selfish, the only reason he cherishes Death is because life has given him nothing but emptiness and pain. For so long he thought that made him a monster, but he's only recently come to the truth that it's what makes him a hero. Ebony Maw asks how selfishness could be heroic. Thanos chuckles and says everyone who's ever done anything worth doing has done it out of self interest. Adam Warlock sought out the Soul Stone to save his people because he didn't want to die. The Guardians of the Galaxy stopped the Ravagers only because they didn't want to bear the burden of guilt for not doing anything. Ebony Maw serves him because he is fearful of his power. All those who claim to be better than them, they create fictional institutions and ethics for everything they do but it's all just to make this prison they call life tolerable. That's all life is and all they were born to do, look out for themselves until the sweet release of Death. Ebony Maw insists that he serves Thanos because he truly believes in his crusade. Thanos corrects him that he does it for his contentment. The Mad Titan then gets up with Maw and looks over the Map, smiling when he sees the Time Stone's location. Thanos tells Maw to gather his brother and sister, prepare a counter strike on Terra for the Mind Stone. He's going to meditate and once he's done, the end will be near.

In Wakanda, Thor gets on his knees and closes his eyes. He then projects himself across the Nine Realms in front of Valkyrie within Asgard. Brunnhilde tells him she has ominous news to share, the Rune King asks what's wrong and Valkyrie claims his brother Loki has been discovered on Dervani, dead, no doubt the doings of the Mad Titan somehow involving his pursuit of the Infinity Stones. Thor says they must protect the Time Stone if there is any chance Thanos might discover its hiding place. He instructs her to make way, he'll sort everything on Midguard and join her soon. Thor then walks in the hallway until running into Gamora, who recognizes him from the myths and stories. He likewise knows who she is as the daughter of Thanos. Gamora becomes intimidated claiming she's adopted but Thor isn't angry with her claiming families can be hard. Rhodey meanwhile is testing out new upgrades for the War-Machine suit until Rocket asks him how much for a gun like that. Rhodey tells him it's not for sale and the Raccoon says what about a suit in his size, Rhodes walks out of the room after that and Rocket asks what he said, claiming he'll pay him fairly.

Hawkeye is with Mantis and asks her if she lays eggs. Mantis quickly tells him she doesn't and says that she wishes that she could, claiming how fun it would be have a bunch of eggs should carry around and play with. Clint laughs and says he grew up watching movies about how when aliens came to Earth they would eat their brains, Mantis than says those sound exciting and asks if she can watch them. Spider-Man and Drax are in Shuri's lab admiring all of her technology. She and Peter chat about it and Shuri asks what kind of adhesive he uses to stick to walls and Parker tells her he doesn't use any, it's all in his fingertips. Shuri is fascinated by that and Peter says he's Spider-Man, can do whatever a spider can. Drax then yells at Peter claiming he is not one of the Spider Men of Rorgg. He is a Terran boy with powers, never forget that. Peter awkwardly apologizes and Shuri says maybe they should just go back to the Palace.

T'Challa is on his throne with Nomad, Iron Man, Thor, and Scarlet Witch. The God of Thunder telling them all he's going to be leaving for Asgard soon to look after the Time Stone and any of them are free to accompany him if they so choose. Black Panther says they still need as much support here in Wakanda for the Mind Stone too though. Thor claims he was thinking about that recently and had an idea, the Mind Stone is a part of Vision's physiology and as such he has the ability to actually control the stone is some extent, lower its defenses. If he did such a thing and the was exposed to a high amount of lethal energy, the physical integrity of the Mind Stone might fail. Tony asks if he's saying they could destroy the Mind Stone to stop Thanos from ever completing his Gauntlet. Thor affirms it and Scarlet Witch says the process would also kill Vision though, it's out of the question.

Iron Man insists that he understands she and Vision are close, but killing him to save everyone else is a no brainer. Nomad says to Tony it might be to him, but they don't trade lives. Vision didn't ask to be dragged into all this, he shouldn't have to die because of it. Thor says Thanos is the greatest threat to the universe the Avengers have ever had to face. They must take every precaution they can to ensure he fails. The life of one man cannot stand in the way of ensured victory. Nomad say but it should, Thor told him three years ago to never lose what made him good. But he didn't hold that up to himself, advocating murder because all he cares about is winning no matter the cost. Tony is about to yell at Steve but T'Challa tells them enough. The only way such an action could be taken is if the Vision himself consented to it, Wanda confirms he never would, she wouldn't let him. T'Challa claims it's settled then, a team will help Thor guard the Time Stone on Asgard and the Mind Stone will be protected here in Wakanda.

Vision is in another room with Gamora and Star-Lord. The Zen-Whoberi commenting how incredible it is he has an Infinity Stone powering his consciousness like that. Vision says that it's just science really, Star-Lord getting in between them claiming engineering to be exact. It totally makes sense to him. Vision tells Jason that it's truly fascinating that he was born here on Earth but spent the majority of his formative years traveling the cosmos, he wants to know more about that. Jason says there's nothing to tell he worked with a bunch of pirates and learned how to kick ass with awesome gadgets. Vision wonders if he finds their planet to his liking and Quill claims it's a little more primitive than he remembers, but these Wakandans seems to know what's up. Gamora then asks Vision why he thinks himself a representation of Earth, he's almost as alien as she is. Vision responds she's right, it pains him to admit it but despite his mechanical origins he strives to be as human as he can possibly be. He's lived his entire life on this planet, a larger quantity of his existence than Jason's yet he is considered human but not him. Scarlet Witch is venting to Quicksilver about how Thor wants to kill Vision, he doesn't deserve that. Pietro tells her it doesn't matter what happens to Vision. "He" is just a machine, killing him is no different than unplugging a microwave. Wanda is disgusted he thinks so low of the Vision insisting that she loves him, more than she's ever loved anyone. Pietro asks even him and Wanda responds saying that's unfair. Quicksilver though insists she's choosing something that crippled him, sent them all on the run, over her own family.

Outside, Falcon is flying through the fields of Wakanda with Bethany Cabe who's inside the Hulkbuster armor commenting on how amazing this is and wonders why Tony never used this regularly. Sam says he could've kicked all their asses in Connecticut if he did, both of them laughing. Nomad is in the Palace looking out the window until Tony Stark comes in and asks Steve why he stopped being called Captain America, Nomad explains he felt like he lost his identity after Tony killed Bucky. Tony reminds him that he was a murderer and couldn’t be redeemed, Nomad claims they'll never know now. Stark says to think about this from his perspective, Bucky killed his parents in cold blood and every second that he's alive there would always be a risk he'd do it to someone else. If he can't see it that way, that's Steve's choice but he won't apologize for making the world a safer place for the next generation. Nomad asks if he can at least have his Shield back and Tony asks why he is so obsessed with that damn shield. Does he need to have his father's invention with him at all times? Is it in his contract? Nomad says to forget he asked, he just thought it could help and that's what friends do. Tony says they were never friends, just two people forced together by circumstance. Steve begins walking out and when he passes Tony tells him that he wanted to know why he stopped being Captain America, because if you're nothing without your suit, you shouldn't have it, tapping his arc reactor.

Doctor Strange volunteers to accompany Thor on his voyage to Asgard for the Time Stone, refusing to miss an opportunity to explore the Nine Realms uninhibited. Rocket and Kanoot are talking to each other and Thor goes up to the Raccoon telling him that a Halfworlder who lives off planet him must've seen a lot in his day. How would he like to accompany him on an adventure. Rocket is surprised he knows he's a Halfworlder and Thor claims that of course he does and the Raccoon excitedly agrees to go, bringing Kanoot with him. Mantis touches and ends up developing a deep relationship with Doctor Strange's cloak of levitation and because of that decides to go too. As the five of them are prepared to leave Tony Stark stops them and proclaims he can't spend another second in this place and wants to go too. Spider-Man and Rescue follow along as well, Thor asking Spider-Man if this is truly appropriate for a boy his age. Peter insists he's legally adult first of all, and second of all he doesn't really fit on these structured government teams, he wants to go with them and just solve this the old fashioned way. Thor accepts his answer and summons the Bifrost teleporting them all to NIFLHEIM. The Rune King meets Valkyrie there and she says he's not a moment too early, she would've brought the rest of the Valkyrior here she can't ration their limited life force in this place on a whole army. Iron Man interrupts her asking where "this place" even is and Thor explains it's the Asgardian realm of the dead, they need to make a pilgrimage up to the top of Raven's Spire, all will be revealed there.

The Avengers hike up the mountain until reaching the summit only to be encountered by a mysterious robed figure. Mantis gasps as her antennas begin glowing identifying the robed figure as Mistress Death. She gets closer and reveals her face confirming to the audience that "Death" was the same woman seen on Titan millions of years ago. Thor explains to the Avengers that Thanos is in love with Mistress Death, earning her affections is the reason why he wants to wipe out half of all life. Valkyrie adds on that Niflheim is her domain, and she's the only one with enough power over the Mad Titan to guard the Time Stone. Mistress Death then moves over and reveals the Stone to be hidden behind where she's standing. Iron Man says this has to be some sort of trick or something, there's no way they're seriously standing in front of the literal concept of Death. Doctor Strange tells him some believe the fundamental forces of the universe can exist in physical forms, that there's still an uncountable amount of knowledge none of them, not even he as the Sorcerer Supreme, fully understand. Spider-Man personally goes up to Death and asks her why she keeps invading his life. Mantis speaks on behalf of the Mistress saying she knows that Peter has had to face her judgement much throughout the years, but Death is a natural part of life. She takes no pleasure in the pain it brings to him.

Iron Man meanwhile is talking to Rocket and Doctor Strange. The Raccoon says he doesn't give a crap why Thanos is doing what he does, all he knows is if the Time Stone and his girlfriend are here, the big man ain't far behind. Iron Man says they have one advantage though, he's coming to us. Rescue responds that's not enough, from the way Thanos has been built none of them have the stuff to dance with this guy. Brunnhilde asks Bethany if she's underestimating the Valkyrie, she and her sisters have trained their whole lives to defend the Nine Realms from whatever threats exist beyond. Rescue says she was trained to protect Stark Industries from the beyond too, doesn't mean she can casually take on intergalactic warlords. Doctor Strange chimes in to Valkyrie that Cabe has a point, they can't get too overconfident when Infinity Stones are involved. Iron Man tells them all to shut up already, he has an idea. While he's explaining it Spider-Man and Kanoot are talking, the child simply stating "I am Kanoot" multiple times while Peter sarcastically pretends like he understands him. It then cuts back to Tony who's finished explaining the plan, Rocket says he likes the plan, except that it sucks. Now if they let him come up with the plan it might be really good. Iron Man sarcastically says "Wow!" and Doctor Strange asks what he's thinking. Before Rocket can say anything Mantis wonders what's going on with Thor. Everyone looks to see him in a trance touching the Time Stone.

He suddenly stops and Valkyrie asks her King what he's doing with the Time Stone. Thor claims while they were bickering about plans he looked into possible futures to see if any of them would work. Rocket says not to leave them hanging, what did he see. Thor exclaims if they do exactly as he says, they will win this fight and destroy Thanos for good. In Earth's atmosphere, the Black Order arrive with multiple Q-Ships flying down towards Wakanda. The Helicarriers begin to engage them but are no match for the alien technology, all of them getting collectively blown to pieces. Falcon and War-Machine are outside the palace making small talk to one another until the Q-Ships start blasting and making impact with the force field. Sam and Rhodey inform everyone inside that they're here and T'Challa begins commanding all the Hatut Zeraze to evacuate the city, engage all defenses, and get Nomad a shield! On a hover car driving outside the city, Bruce Banner willingly transforms himself into the Hulk scaring Natasha who quickly takes out her guns at him. Hulk intelligently tells her to stop, he can control it. Black Widow then puts her weapons away and asks how that never came up. Hawkeye and Scarlet Witch are there too, Clint telling her no matter what happens he's proud of her and that he fully supports the relationship with Vision. Scarlet Witch thanks him saying he showed her how to be an Avenger.

The Avengers and Hatut Zeraze all arrive at a hill next to the force field where the Black Order and their Outrider armies are unable to get in. W'Kabi leads all the soldiers in line and Black Panther tells them to charge at his command, Nomad shown to now be armed with black and gold Carbonadium arm shields. On the other side of the dome, Ebony Maw says he is unable to communicate with this ethereal field. Corvus Glaive insists he will take care of it and uses his spear to physically cut an opening through the dome all the way down to the atom. Black Panther shouts "Wakanda Forever!" as they all charge towards the Outriders engaging in an all out war. Thanos uses the Space Stone to create a portal to Niflheim. He walks through it only to see Thor waiting for him, the Mad Titan claiming that only the foolish or the courageous would dare to defile Death's domain. Thor says he is the only one who has defiled her, but Thanos says he's saving her. His love will not be bound any longer. Thor shouts out this isn’t love! Thanos without raising his voice says with the power of all six Infinity Stones he could do whatever he pleases with the mere snap of his fingers. Become the King of Kings, rewrite the universe to his will, but despite the myriad of possibilities he desires none of it. All he wishes for is to please his Mistress. End half of all life in a random, dispassionate slaughter. One that would affect all creatures no matter their power or creed. Not out of malice, but as a token of his affections. What would Thor call that if not love. The Rune King replies insanity and shortly after the Avengers then all come out of their hiding places and start fighting Thanos.

Thanos is strong with his four Infinity Stones and uses them well against all of the Avengers. Spider-Man eventually tries to talk reason into him saying that he's totally been where he is, crushing like there's no tomorrow. But killing half of everyone just to get her to notice you isn't hot at all, it's desperate. He then asks him if one girl is really worth all of this. Thanos then grabs Spider-Man and smashes him into the ground responding with a blunt yes. Thor then calls down multiple storms out of the sky with Mjolnir to all strike down on the Mad Titan. Kanoot then puts a gravity grenade on his bare hand pushing the correct button to pull it down. He begins resisting it and Rocket uses his gun to help shoot the hand down, telling "little sap" he did well. Valkyrie and Rescue both respectively attack his legs and Doctor Strange summons the Binds of Cyttorak to wrap around the Infinity Gauntlet as Iron Man follows up by releasing a Nanite binding into it as well. Mantis then pounces on Thanos' shoulders touching his head forcing him to sleep. Thor tells them all they've executed the plan well and Mantis tells him Thanos is very strong, she can't hold this for long. Thor proclaims how long she can hold it is irrelevant, because now there's no time at all. Thor then mutters a specific sequence of runes that cause the Tablet of Time atop Raven's Spire to begin activating and starts to physically age him to the point of being the Old King. The God of Thunder then prepares to unleash his might but looks around first and sees how happy all of the Avengers are thinking that they're going to win.

Thor then says "no" before sheathing his axe and having the Tablet de-age him once again despite pleas from his teammates not to. In the time it takes Thor to return to normal, Mantis is no longer able to hold Thanos and he regains consciousness. The Mad Titan then uses the Power Stone to get everyone off of him and physically attacks Thor, throwing him onto a nearby moon and then proceeding to use the Space Stone to grip the very same moon and throw it onto Niflheim's surface. The impact creates a huge explosion and releases a large amount of debris. The Avengers though are all protected by Doctor Strange creating a magical shield around them. In Wakanda everyone is fighting Outriders including Quicksilver who's speed is working as intended and Star-Lord listens to I will Survive. Ebony Maw gets frustrated by the Outriders being depleted and sends in Corvus and Proxima, riding into Wakanda on bladed Threshers which Scarlet Witch is able to telekinetically throw off course. Drax the Destroyer and Black Panther find Corvus Glaive and use their their similar fighting styles to try and battle him. Corvus though is too strong for either of them to fight and T'Challa calls for in back up. Nomad and Hulk receive the transmission with Steve asking Bruce "Smash?" and Hulk responding in completely coherent english. "let's do it, Captain" Nomad rides on Hulk's to where Corvus Glaive is and the two take over battling him. Eventually, stabbing the Child of Thanos with his own spear. Gamora in the middle of the battlefield is fighting off Outriders until she's thrown into a ditch by Proxima Midnight.

She belittles "Umbra Requiem" for being a traitor to the Black Order, that she's always been weak. Gamora responds that Thanos is crazy and she knows it. He's going to kill trillions of innocent people if he wins. Proxima says their Deaths will be mercy, born alone they'll die alone, just like her. Black Widow then says she's not alone and with the help of Scarlet Witch the three woman all work together fighting and eventually defeating Proxima Midnight. On Niflheim again, Doctor Strange gets in a magical conflict with Thanos which he counteracts using the Reality Stone. Strange eventually tries to use the Eye of the Living Tribunal to attack Thanos in every dimension he resides in. Thanos though uses the Soul Stone to simultaneously force them all to revert back into the Eye. Rocket takes out two of his biggest guns and starts spamming the Mad Titan with explosives and he uses the Space Stone to redirect them towards Rocket, Rescue and Valkyrie instead. Suddenly, Thanos is then hit with an all encompassing God-Blast from Thor who despite being hurt from the Moon throw is still very powerful. Once the blast finishes though Thanos only has a scrape on his cheek, taunting the God of Thunder by telling him "all that for a drop of blood". Before the Mad Titan can retaliate however, Spider-Man webs everyone to safety and Doctor Strange asks Thor why he didn't do the plan, he could've saved everyone, stopped Thanos for good, just like he wanted! Thor says the plan would've killed them all. He was going to dispose all of their lives to stop Thanos, but when the moment came he couldn't go through with losing everyone again. Not after what happened to his people because of Ragnarok. Strange asks what happens now and Thor claims he prays that one of the other futures he saw that they win in can come to be, but so far none have succeeded.

On Earth again, Falcon sees Ebony Maw riding a Thrasher and tells War-Machine to watch out for this guy. Rhodey says he'll be the judge of that and recruits Star-Lord and Hawkeye to help take him down. They all try to fight him but Maw uses his Black Tongue to command all of their weapons to start malfunctioning and turning on themselves. One of Clint's arrow landing right into Star-Lord's back, much to Jason's chagrin. War-Machine's guns start shooting at W'Kabi and the Hatut Zeraze giving Ebony Maw an opening to the palace, Black Widow warning everyone that he's going for Vision! Okoye and the Dora Milaje try to protect Vision but Maw cleverly manipulates the nearby items and technology to fight them off. Once he gets to Vision the Synthezoid tries to shoot a Mind Blast at him and Maw blocks it, saying that unlike his siblings he has never failed Thanos when sent on a quest by him. If he does now, there will be judgement. Fortunately, he is merely a machine. Ebony Maw tries to use the Black Tongue and tell Vision to pull the Mind Stone from his head and give it to him. Vision bluntly responds that he will not. Maw asks "what!?", both shocked and enraged that the Synthezoid didn't bend to his command. Everything stops after that as Quicksilver in super speed begins running into the palace and throws Ebony Maw out the window. He then takes Vision and speeds him out of the palace and into the jungle away from the Outriders. Vision is surprised by what happened and asks why Quicksilver saved him, Pietro responds that life is too short to hold a grudge.

On Niflheim, Thanos is walking forward crumpling his fist together igniting the Soul, Power, Reality, and Space stones as Iron Man shoots him with everything his Bleeding Edge armor can dish out. The Mad Titan gets closer to Tony and begins beating him horribly with the Stones and his own strength, severely breaking down Iron Man's armor. Thanos then bends down and says even after obtaining the knowledge of what threats exist outside his world this is the best he could come up with, cheap tricks and bad one liners. Tony is surprised Thanos knows who he is and the Mad Titan insists he's been watching him and all the Avengers for years. Tony struggling everyday under the curse of life. Stark insists his only curse is him and tries to strike Thanos with a Nanite blade which he casually breaks off and stabs into Iron Man's gut. Thanos continues that he knows why he's doing this. He's afraid of being the only one left, having to live through the agony of knowing everything he did was for nothing. The Mad Titan then puts his hand on Tony's head and tells him to look on the bright side. Once he's done half of all people will still be alive. Thanos then teleports to the top of Raven's Spire and slowly walks towards Mistress Death. Telling her she is more beautiful than even imagined in his wildest dreams. Proclaiming with the Time Stone he can free them both from their posts in the universe, be bound in matrimony as lovers and equals until the end of everything.

Mistress Death speaks for the first time saying the Time Stone will not be his. He perverts the very concept of death in unnatural ways, his desire for her love is nothing more than the whims of a shallow child. She is an element of existence. Not something to be wooed, and will never love him. Thanos begins to frown with tears rolling down his face. Mistress Death is disgusted that he's crying, asking if that's truly all he has left to offer. Thanos tells her they're not for him and proceeds to uses the Infinity Stones to physically begin moving Death out of the way, grabbing the Time Stone and adding into his Infinity Gauntlet. Thanos then tells Mistress Death if she won't love him on her own will, then he shall take away her ability to choose. The Mad Titan then teleports off Niflheim while Iron Man at the base of the mountain starts trying to get up with the others finally catching up, Rocket asking if they just lost.

In Wakanda once again, Scarlet Witch and Nomad run into the jungle and meet with Quicksilver and Vision asking if they're alright, the Synthezoid assuring them that he is thanks to Pietro. Meanwhile, in the middle of the battlefield nearly all the Outrider forces are slain until Thanos himself teleports there using the Space Stone. Hulk shows noticeable fear and has difficulty controlling his Hulk form while keeping his emotions in check. The Mad Titan casually walks through the battlefield making his way to Vision. Quicksilver sees Thanos coming and uses Super Speed to get a few hits on him before Thanos uses the Reality Stone to trap Pietro's foot in the dirt and then subdues him. Nomad then tells Vision and Wanda to get out of here, he'll distract Thanos. Scarlet Witch and Vision go further into the jungle with Vision saying no one can stop Thanos, there's no where he can hide from him, all hope seems to be lost. Wanda tells him it's not, there was a theory that if he lowered the defenses on the Mind Stone and it was exposed to enough power it would be destroyed. Vision says that's the key to everything, Wanda is powerful enough to destroy the Stone. Scarlet Witch becomes emotional claiming she can't do it but Vision assures her it's okay, that she could never hurt him. Out of all the lessons Clint taught them over the years, these acts of selflessness are what it means to be an Avenger.

Steve then walks forward and begins starring down Thanos, both men looking each other in the eye while standing still. Nomad tells him this isn't over until the fat lady sings, Thanos asks if he's surely joking but Steve claiming he's never been good at comedy. The Mad Titan responds or protecting their most precious treasure, Steve insists they tried. Scarlet Witch meanwhile is blasting the Mind Stone with everything she has empathically communicating her love with Vision one last time as his Stone cracks and his life drains away. It cuts back to Steve once again telling Thanos as long as one man stands against him he will never be able to claim victory. The Mad Titan replies those foolish sentiments won't protect him from the call of Death, Steve answers he's lived by those sentiments his whole life, they're well worth dying for, as he says that Scarlet Witch completely destroys the Mind Stone and Vision with it. Thanos then tries to strike down Steve who amazingly grabs his Infinity Gauntlet mid air and is able to actually fight Thanos for control of the Stones. The Mad Titan becomes nervous at first at his willpower, but eventually regains control. Nomad tries to bash Thanos with his shields but the Mad Titan simply pushes him out of the way.

Thanos then walks to Scarlet Witch where she's mourning Vision's death and observes that she loved him and actually comforts her saying he knows what it's like to lose, to feel so desperately that you're right yet to fail all the time. Because he's doing this out of love too, and unfortunately even with the power of a God, only one of them can have it. Thanos then uses the Time Stone to undo the Mind Stone's destruction in the process bringing Vision back to life. He pushes Scarlet Witch out of the way and grabs the Synthezoid by his throat, telling Vision that he hopes they remember him before ripping the Mind Stone directly from his forehead and throwing his colorless body to the side. Thanos then adds the Mind Stone into the thumb piece of the Infinity Gauntlet, shouting in satisfaction after having assembled all six Infinity Stones. His victory is short lived though as he hears a thunderous roar and the Hulk is shown have fully given into his rage as he glows green and rips the elastic costume right off his body. He then jumps forward and begins using his world breaker strength to start brutally beating Thanos shattering all his bones and forcing him onto his knees. The Mad Titan is on the verge of death while Hulk asks if he remembers him. He beat him on Homeworld because he was weak then, but now he's strong. He and Banner are stronger than him! Thanos stammers for his last words before finally spitting them out by telling Hulk he should've gone for the glove as he raises his hand into the air and using the power of all six Infinity Stones snaps his fingers.

The Mad Titan then finds himself transported into the Idyllic Soul World where Adam Warlock is revealed to still be there. He asks Thanos if he did it and the Mad Titan confirms that he did, Adam asks if she loves him yet and Thanos bluntly responds no. Warlock observes who could've thought becoming god would prove to be such a hollow victory. Thanos then forces himself out of the Idyllic World and back to Wakanda, shown to be completely healed from the Hulk's attacks and uses the Space Stone to teleport away. All the Avengers gather while Drax the Destroyer has his knives out asking where Thanos is, Hulk simply responds "I wasn't strong enough" until suddenly disintegrating into dust. Everyone is confused about what happened until Hawkeye sees his arm disappearing and says "Uh, you guys" disintegrating too. Black Panther finds Okoye and tells her this is no place to die right before he disintegrates too. Scarlet Witch is grieving Vision's corpse as she begins disintegrating and does nothing to stop it. Falcon on the ground starts sheepishly trying to scream for help until disintegrating as well. Star-Lord thanks Nomad for encouraging him to come back to Earth, so he can see it one last time, disintegrating shortly after. Nomad, Black Widow, War-Machine, Gamora, Drax and Quicksilver all get together as the only heroes left. Rhodey asks what's happening and Steve Rogers answers by saying that they lost. All over the world it shows everything from crowded cities to small communities being effected by the Decimation, even animals and plants disappearing as well.

On Niflheim, the Avengers are still hurting from the fight until Doctor Strange observes that something is happening and disintegrates. Kanoot says "I am... Kanoot?" and then disintegrates as Rocket starts noticing himself disintegrating too and simply says "oh man". Valkyrie begins making a prayer for the One Who Sit in Shadows to watch over her before disintegrating as well. Rescue suffers the same fate saying "Tony..." and then disintegrates. Mantis then looks around with her Antennas glowing and simply says "afraid" disintegrating too. Thor gets Iron Man's attention telling him there's only one more future left that can lead them to victory, it's not ideal but it's all they have, sometimes you have to lose before you can win. Tony yells to him he doesn't want to lose, they're a team they need to do this together! Thor simply warns him that the next few years are going to be very difficult for him, but that the hardest choices require the strongest wills. He then disintegrates into dust. Afterwards, Spider-Man tells Tony that he doesn't feel so good. Stark holds the young man in his arms saying it's okay and Peter crying that he doesn't want to go and then apologizing to Tony as he finally disintegrates. Tony traumatized with grief being the only survivor, completely alone on an alien world.

On SANCTUARY, Thanos has completely rebuilt it into a shrine for Mistress Death. The Mad Titan walks inside and sees two identical thrones for both the Mistress and himself, with Death physically bound onto hers. Thanos goes up to her and using the Mind Stone forces Death to start loving him. Her apathetic look turning into a smile as her eyes become yellow. Thanos wonders if she's pleased with his sacrifice to her and Mistress Death responds his mere existence pleases her. Thanos removes his armor and helmet before sitting on the throne next to the Mistress as they hold hands. Death asking what they shall do next and Thanos saying the answer is quite simple, "whatever we want".

The film then ends with this playing in the credits.

First End Credits

Teasing Avengers: Forever

Deadpool and Domino are driving through the city while arguing who's the best Golden Girl. They continue to playfully debate until a car almost crashes into them. Deadpool and Domino get out to yell at the driver only to see there's nobody inside. They then look behind them and see Helicopters slamming into buildings and people panicking. Wade confesses for the first time in his life he's at a loss for words. Domino then starts freaking out noticing herself disintegrating, Wade begins disintegrating too saying "Oh motherfu..." until he actually begins regenerating from the disintegration coming back to life. Mistress Death is revealed to have been watching from Sanctuary the entire time, fascinated by Wade being able to survive disintegration.

Second End Credits

Teasing Captain Marvel

Nick Fury is on his farm pushing random coordinates into a pager before recording a message saying there's another alien invasion on Earth, easily code red, maybe even worse, they could really use some help... if these are even going through. Nick then hits the receiver but only gets static on the other side. He begins putting in different coordinates until noticing himself and his crops begin to disintegrate. Fury starts saying "no, no, no, no!" quickly finishing the coordinates and pressing the receiver again before fully turning into dust and dropping the pager. The camera then gets close up to the pager revealing while it's searching for a signal to be blinking with a blue and red insignia with yellow sash over it.


  • Marvel Studios released an official list of all the important Marvel Cinematic Universe characters who were slain from Thanos' snap. The list goes as follows: Peter Parker, Thor Odinson, Mantis, Bethany Cabe, Brunnhilde, Rocket, Kanoot, Stephen Strange, Jason Quill, Sam Wilson, Wanda Maximoff, T'Challa, Clint Barton, Bruce Banner, Neena Thurman, Nick Fury, Happy Hogan, Katherine Waynesboro, Thaddeus Ross, Lila Barton, Darcy Lewis, Sharon Carter, Red Skull, Jack Hammer, Blind Al, Melinda May, Leopold Fitz, Elena Rodriguez, Bobbi Morse, Yondu Udonta, Korg, Matt Murdock, Wilson Fisk, Phil Urich, Hank Pym, Janet Van Dyne, Bill Foster, Blake Burdick, Cassie Lang, Michael Tan, Trish Walker, Colleen Wing, Ward Meachum, Joy Meachum, Harrison Hunter, Clea, Dormammu, Norman Osborn, Liz Allan, J. Jonah Jameson, Herman Schultz, Midguard Serpent, Chase Stein, Karolina Dean, Nico Minoru, Alex Wilder, Molly Hernandez, David Lieberman, Shuri, Ramonda, Achebe.
  • Marvel Studios also released a list of all the important Marvel Cinematic Universe characters who were spared from Thanos' snap. The list goes as follows: Tony Stark, James Rhodes, Pepper Potts, Betty Ross, Rick Jones, Natasha Romanoff, Callum Barton, Laura Barton, Samantha Sawyer, Beta Ray Bill, Jane Foster, Marcus Stone, Eitri, Steve Rogers, Matthew Ellis, Wade Wilson, Bob Dobalina, Pietro Maximoff, Vanessa Carlysle, Daisy Johnson, Jennifer Simmons, Alphonso Mackenzie, Lance Hunter, Abigail Brand, Nebula, Kraglin Obfonteri, Miek, Clay Quartermain, Karen Page, Foggy Nelson, Claire Temple, Brett Mahoney, Scott Lang, Pedro Ortiz, Valentin Shatalov, Charlie Buchanan, Maggie Lang, Jessica Drew, Malcolm Powder, Jeri Hogarth, Danny Rand, Glenn Talbot, Luke Cage, Bobby Fish, Misty Knight, Kan Wong, Karl Mordo, David Haller, May Parker, Oliver Octavius, Gwen Stacy, Flash Thompson, Volla, Ymir, Gert Yorkes, Topher, Frank Castle, Nakia, W'Kabi, Okoye, Bast, Ghekre.
  • The way in which Thanos killed Loki is inspired directly from the popular comic Infinity Quest where instead Thanos had plants overtake the Gardener's body to kill him for the Time Stone.
  • Ebony Maw in the Marvel Cinematic Universe acts as a stand in for Mephisto when he was the right hand man to Thanos in the comics. This was done as their were plans to use Mephisto in other projects.
  • Thanos has a third daughter and sixth child who doesn't appear in the film named Zenith Aura. She is the main antagonist for the first of the pod of the fifth season for Agents of S.H.I.E.L.D..
  • Tony Stark giving Peter Parker an Iron Spider costume is a plot point lifted directly from the Earth-616 Civil War comics where the same thing happened.
  • Hulk in Infinity Gauntlet is heavily inspired by the personality Professor Hulk. His first scene in the movie reading a book while lifting weights is the recreation of a classic Professor Hulk comic panel.
  • Nomad in the comics is a name used by many different characters throughout the years. At one point though it was used by Captain America after he had lost faith in his country.
  • The Tesseract is discovered by Doctor Strange to have been lost at the bottom of the Pacific Ocean since its disappearance during The Avengers. Answering one of the longest running mysteries in the MCU.
  • Ebony Maw's black tongue in the comics is persuasive ability that allows him to manipulate other living creatures into doing his bidding. However, this is reversed in the Marvel Cinematic Universe where he's only able to manipulate inanimate objects and has no control over living creatures.
  • It is mentioned that Tryco Slatterus was the only other being in history besides Thanos to have wielded four Infinity Stones at once. In the comics, Tryco Slatterus is codenamed the Champion of the Universe and was coincidentally enough, battled by Thanos during his quest for the 616 Infinity Stones.
  • The Carbonadium arm Shields that were given to Nomad by T'Challa is the same weapon seen being built and tested during the second end credits scene of Black Panther.
  • Drax warns Peter Parker not to compare himself to the Spider Men of Rorgg. Who are actually a species that exist in the comics, however, the name of their homeworld is never revealed on Earth-616 and is called Rorgg in the MCU after the Spider Man by the same name.
  • The Map of All-Ending that Loki creates is based off of a powerful 616 relic by the same name that Thanos at one point acquires. Though it does not serve the same purpose as it does in the MCU.
  • Morgan Stark, Tony Stark and Pepper Potts' unborn child, is named after the comics character by the same name. Who is traditionally shown as being Tony Stark's cousin.
  • Cull Obsidian in the comics is called Black Dwarf. This was changed in the MCU to have his naming be consistent with the other Children of Thanos using poignant latin terminology.
  • Scott Lang and Janet Van Dyne are mentioned to be under house arrest and because of that are unable to help in fighting Thanos. This is the result of the events of Ant-Man and the Wasp.
  • The film's climax taking place in Wakanda is a reference to the comic Infinity where Wakanda was also the setting of the final fight.
  • The God-Blast that Thor shot at Thanos while on Niflheim is the same attack he used to slay the Fire Demon, Surtur in Thor: Ragnarok. The fact it was only able to make Thanos bleed is a testament to just how powerful the Mad Titan had become.
  • Thanos tells Iron Man that he's been watching him for years. This is a reference to the end credits scene of The Avengers where Thanos having watched the Battle of New York unfold learns the Infinity Stones are still out there.
  • Nomad holding and almost taking control of the Infinity Gauntlet is a reference to the fact that in the comics one doesn't have to be wearing the Infinity Gauntlet to take control of it. Thanos and Nomad's battle over it is staged similarly to when Adam Warlock and the Magus fought over the Gauntlet in Infinity War.
  • Hulk at the end of the film is in his World Breaker Hulk form, which was also seen in the climax of The Incredible Hulk 3.
  • In the first end credits scene, Deadpool is disintegrated by the snap only to return to life shortly after. Joe and Anthony Russo explained this isn't a result of Deadpool's healing factor but rather from the fact he is quite literally comprised of two different people (Wade Wilson and Andrew Anderson as established in Deadpool: The Second Coming). Only one of them got disintegrated but the other survived, and since they both inhabit the same body the parts that were slain could simply be regenerated on account of the parts that didn't. Making Deadpool akin to the Dusting's version of Schrodinger's cat. The event even surprising Mistress Death.
  • In the second end credits scene, when Nick Fury's pager receiver is turned on it blinks with the icon of the superheroine Captain Marvel. Revealing to the audience he was trying to contact her for help against Thanos before being disintegrated.
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