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- "It breaks hope. It crushes what makes up decent and steals what little honor remains. You have no idea what is coming."
- ―Black Swan to Reed Richards
While grieving for the loss of a friend, Reed becomes obsessed with finding answer. Tony and Steve begin planning the Avengers Universe Initiative. Namor arrives at a funeral.
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Doctor Strange returns to the New York Sanctum, where he is greeted by Wong. Wong tells Stephen that the Ancient One requests their presence in Kamar-Taj.
In the Avengers Tower, Steve tells Tony that they should start the Avengers Universe Initiative soon. Tony reluctantly does so and begins showing Steve the images of every superhero who have been an Avenger. The both decide that Initiative should be systematic and should be aligned with search for the Infinity Stones, if it comes to it. Tony, however, plans on doing the planning on another time. Steve asks Tony whether he's planning on drinking again or not, which Tony just ignores.
In Wakanda, T'Challa begins forming a war council in secret for his fear that the incursions will happen anytime soon. The council is composed of Shuri, M'Baku, Ororo, Okoye, and Ayo. Unbeknownst to the Illuminati, T'Challa informs the council about the incursions, but still keeping the society a secret. After hearing of the oncoming tragedy, Ororo breaks down, still traumatized of the massacre of the X-Men, and leaves the room with Ayo. T'Challa tasks Shuri to find a way to save Wakanda if the worst comes, and orders M'Baku and Okoye to spearhead the training of Wakanda if it comes to a fight to save their kingdom. Okoye warns T'Challa that the Wakandans might not resort to a fight after the assault led by Namor which killed a fifth of the Wakandans. T'Challa tells them that this is a threat that far out-shadows Namor's threat.
In Genosha, Wanda and the rest of the Scarlet Family return from New York with Vision. Pietro greets them and brings Wanda and Vision to their father and their sister Lorna, who have apparently been waiting for hours. At the Great Hall of Genosha, Magneto orders Vision to kneel before him, but Wanda stops him from doing so, asking his father what this is all about. The king of Genosha warns them that a certain doom is coming to all of them and mutants of Genosha will need all the power they can get to protect their kingdom. Wanda is angered as Magneto is already making decisions for them. Lorna asks her if she wishes their kingdom, the last resort for mutantkind, to perish. Wanda tells her sister not to listen to their father as he is an old fool who sees enemies everywhere. Magneto retorts by breaking the news that Ben Grimm has died while on a mission on another another universe. He adds that maybe she's right that he sees enemies everywhere because enemies are, in fact, everywhere, and this time, fate is their enemy. Wanda says that she will do anything for mutant-kind, but she will do more than that to protect her family, especially away from the murderous hands of Magneto.
In New Attilan, Black Bolt returns home with the news of Ben Grimm's death. Medusa, who have been close friends with Ben for a long time is devastated. She asks how Ben died and Black Bolt keeps the incursions a secret to Medusa. She, however, knows that Black Bolt is hiding something and tries to force it out of him, but to no avail.
At Kamar-Taj, Stephen Strange enters the Chamber of Souls to speak with the soul of the Ancient One, who tells him that she can feel everything collapsing. Stephen tells her of the incursions. The former Sorcerer Supreme warns Strange that she can feel that even the other dimensions are dying and reminds him of the oath he swore to protect the Hundredth Vault. Strange assures her that he will keep his oath. The Ancient One, however, tells him that she knows of Stephen's involvements with the Illuminati and that the Vault's safety will be compromised if Stephen continues his involvements with the organizations. Stephen assures her again that they will not use what's hidden in the vault. The Ancient One tells Stephen that, when blood covers the sky and the world begins to shatter, Stephen will use what's in the Vault. Stephen disagrees saying he will keep his word. Stephen leaves the Chamber of Souls and opens the door to the Hundredth Vault. The sorcerer enters and opens a box inside the vault containing the Infinity Gauntlet with the Soul Stone attached to the gauntlet.
In Atlantis, Namor watches as Steve Rogers arrive at Necropolis, Wakanda using Atlantean magic. He clinches his fist in anger and leaves.
Back in the Avengers Tower, Tony exits his quarter only to find that Steve has returned to Wakanda without him. He looks at his untraceable calling card for the Illuminati and finds that Reed has summoned them for another meeting, without him noticing for being drunk again. Tony prepares to leave when he receives a call from Pepper.
- Robert Downey, Jr. as Tony Stark/Iron Man
- Chris Evans as Steve Rogers/Captain America
- John Krasinski as Reed Richards/Mister Fantastic
- Chadwick Boseman as T’Challa/Black Panther
- Benedict Cumberbatch as Stephen Strange/Doctor Strange
- Elizabeth Olsen as Wanda Maximoff/Scarlet Witch
- Travis Fimmel as Blackagar Boltagon/Black Bolt
- Godfrey Gao as Namor
- Brie Larson as Carol Danvers/Captain Marvel (credit only)
- Ralph Fiennes as Max Eisenhardt/Magneto
Special Guest Star:
- Tilda Switon as the Ancient One
- Gwyneth Paltrow as Pepper Potts (voice only)
- Rebecca Ferguson as Yabbat Ummon Turru/Black Swan
- Benedict Wong as Wong
- Letitia Wright as Shuri
- Winston Duke as M'Baku
- Deborah Ayinde as Ororo Munro/Storm
- Danai Gurira as Okoye
- Florence Kasumba as Ayo
- Paul Bettany as Vision
- Brandon Flynn as Billy Kaplan/Wiccan
- Logan Lerman as Tommy Shepherd/Speed
- Aaron Taylor-Johnson as Pietro Maximoff/Quicksilver
- Emma Dumont as Lorna Dane/Polaris
- Katheryn Winnick as Medusalith Amaquelin/Medusa