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This is the Asgardian
refugee vessel.

We are under assault. I
repeat, we are under assault.

Aliens are dead, sliced open...

Requesting aid from any
vessel within range...

Our crew is made of Asgardian
families, we have very few soldiers here.

This is not a war craft, I
repeat, this is not a war craft.

Hear me... and rejoice.

You have had the privilege

of being saved
by the Great Titan.

You may think this is suffering.

No.

It is salvation.

Universal scales

tipped toward balance
because of your sacrifice.

Smile

for even in death

you have become
Children of Thanos.

I know what it's like to lose.

To feel so desperately
that you're right,

yet to fail nonetheless.

As lightning

turns the legs to jelly.

I ask you
to what end?

Dread it, run from it...

Destiny arrives all the same.

And now, it's here.

Or should I say...

I am.

You talk too much.

The Tesseract.

Or, your brother's head.

I assume you have a preference?

Oh, I do.

Kill away.

All right, stop!

We don't have the Tesseract.
It was destroyed on Asgard.

You really are the worst, brother.

I assure you, brother. The
sun will shine on us again.

Your optimism is
misplaced, Asgardian.

Well, for one thing,
I'm not Asgardian.

And for another...

we have a Hulk.

Let him have his fun.

Forefathers...

Let the dark magic, flow
through me one last... time.

That was a mistake.

No!

You are going to die for that!

My humble personage...

bows before your grandeur.

No other being, has
ever had the might,

nay, the nobility,

to wield not one,
but two Infinity Stones.

The Universe,

lies within your grasp.

There are two more
Stones on Earth.

Find them, my Children, and
bring them to me on Titan.

- Father, we will not fail you.
- If I might, interject...

If you're going to Earth,

you might want a guide.

I do have a bit of
experience in that arena.

If you consider failure experience.

I consider experience, experience.

Almighty Thanos.

I, Loki, Prince of Asgard...

Odin-son...

The rightful king of Jotunheim,

God of Mischief...

Do hereby pledge to you,

my undying fidelity.

"Undying"?

You should choose your
words more carefully.

You...

will never be...

a god.

No resurrections this time.

No... Loki...

Seriously? You don't
have any money?

Attachment to the material is
detachment from the spiritual.

I'll tell the guys at the deli.

Maybe they'll make you a
metaphysical Ham and Rye.

- Wait, wait. I think I got a 200.
- Dollars?

- Rupees.
- Which is?

I wouldn't say no
to a Tuna Melt.

Thanos is coming.

We've got to...

Who?

Slow down. I'm
totally not kidding.

- No, I'm not.
- Your rambling lost me.

Look, you know how you're having a
dream, and in the dream you gotta pee?

Yeah.

Okay, then you're like, my
God, there's no bathroom,

what am I gonna do? Oh!
Someone's watching!

Right. And then you wake up, and in
real life you actually have to pee.

- Yes.
- Yeah.

Everybody has that.

Right. That's the point
I'm trying to make.

Last night, I dreamt,
we had a kid.

So real.

We named him after
your eccentric uncle.

- What was his name? Porsey. Morgan.
- Right.

So you woke up,
and we were...

- Expecting.
- Yeah.

- Yes?
- No.

- I had a dream about it. It was so real.
- If you wanted to have a kid...

You wouldn't have done that.

I'm glad you brought this up

cause it's nothing,
just a housing unit for nano-parts.

- It's not helping your case. OK?
- It's an attachment. It's not a...

- You don't need that.
- I know. I had the surgery.

I'm just trying to protect us.
The future, as is, and that's it.

Just in case there's a monster in
the closet. Just letting you know.

Shirts.

You know me so well.

You finish all my sentences.

You should have shirts
in your closet.

Yeah. You know what
there should be?

No more surprises. We'll
have a nice dinner tonight.

We should have no more surprises.
Ever. I should promise you.

- Yeah.
- I will.

Tony Stark,
I'm Dr. Stephen Strange.

I need you to come with me.

Oh. Congratulations on
the wedding, by the way.

I'm sorry. You giving
out tickets or something?

We need your help.

Look, it's not overselling it to say that
the fate of the Universe is at stake.

And who's "we"?

- Hey, Tony.
- Bruce!

You okay?

From the dawn of the Universe,

there was nothing.
Then, boom!

The Big Bang sends
six elemental crystals,

hurdling across the virgin Universe.

These Infinity Stones

each control an essential
aspect of existence.

Space.

Reality.

Power.

Soul.

Mind.

And Time.

- Tell me his name again.
- Thanos.

He's a plague, Tony. He invades planets.
He takes what he wants.

He wipes out half the population.
He sent Loki.

The attack on New York. That's him.

- What's our time line?
- No telling.

He has the Power and Space Stones,

that only makes him the strongest
creature in the whole Universe.

If he gets his hands, on
all six Stones, Tony...

He can destroy life on a scale
of hitherto hundredth of.

Did you seriously just say
"hitherto hundredth of"?

Are you seriously leaning on
the Cauldron of the Cosmos?

Is that what that is?

I'm going to allow that.

If Thanos needs all six,

why don't we just stick this
one down the garbage disposal?

No can do.

We swore an oath to protect
the Time Stone with our lives.

And I swore off dairy, but Ben &
Jerry's named a flavor after me, so...

- Stark Raving Hazelnuts.
- It's not bad.

A bit chalky.

"A Hunka-Hulka Burning
Fudge" is our favorite.

- That's a thing?
- Whatever. Point is, things change.

Our oath to protect the
Time Stone cannot change.

This Stone may be the best
chance we have against Thanos.

And still conversely, it may also be
his best chance against us!

Only if we don't do our jobs.

What is your job exactly,
besides making balloon animals?

Protecting your
reality, douche bag.

Okay guys, can we quick cable
this discussion right now?

The fact is we have the stone.
We know where it is.

Vision is out there somewhere
with the Mind Stone.

And we have to find him now.

- Yeah, that's the thing.
- What do you mean?

Two weeks ago, Vision turned off
his transponder. He's offline.

What?

- Tony, you lost another super bot?
- I didn't lose him. He's more than that.

- He's evolving.
- Who could find Vision, then?

- Probably Steve Rogers.
- Oh, great.

Maybe. But...

Call him.

It's not that easy.

God, we haven't caught up in a spell,
have we?

The Avengers broke up.
We're toast.

Broke up?

- Like a band? Like The Beatles?
- Cap and I fell out hard.

We're not on speaking terms.

Tony, listen to me.

Thor's gone.

Thanos is coming. It doesn't matter
who you're talking to or not.

Say, Doc, you wouldn't happen to
be moving your hair, would you?

Not at the moment, no.

You okay?

- Help him. Wong, Doc.
- Got it.

- Friday, what am I looking at?
- Not sure. I'm working on it.

You better not put that Time
Stone in your back pocket, Doc!

I might wanna use it.

Ned, hey. I need you
to cause a distraction.

Holy shit!

We're all gonna die!
There's a spaceship!

What's the matter with you kids?

You never seen a spaceship before?

Friday, evac anyone south of 43rd
Street, notify first responders.

Will do.

Hear me, and rejoice!

You are about to die at the hands
of the Children of Thanos.

Be thankful, that your meaningless
lives are now contributing to...

I'm sorry, Earth is closed today.

You better pack it up
and get outta here.

Stone keeper...

Does this chattering
animal speak for you?

Certainly not. I speak for myself.

There's no trespassing in
this city and on this planet.

- You need to get lost, Squidward!
- They exhaust me.

Bring me the Stone.

Hey, do you want a piece?

No, not really. But when
do I ever get what I want.

Been a while. Good
to have you, buddy.

I just... I need to
concentrate for a second.

Come on, come on, Max.

Where's your guy?

I don't know. We're
certainly having a thing.

There's no time for a thing. That's
the thing right there. Let's go.

Dude, you're embarrassing me
in front of the wizards.

- I can't... He won't...
- It's okay. Stand down.

- Can I leave you with him? Thank you.
- I have him.

- Where'd that come from?
- It's nano-tech. You like it? A little...

Dr. Banner, if the rest of your
green friend won't be joining us...

- You gotta get that stone outta here, now.
- It stays with me.

Exactly. Bye!

Tony, you okay? How we doing?
Good, bad?

Really good. Do you plan on helping out?

I'm trying. He won't come out.

Come on, Hulk. What
are you doing?

Come on. Come on! Come on!

No!

What do you mean, "no"?

- Hey, man! What's up, Mr. Stark?
- Kid, where'd you come from?

The field trip.

What is this guy's problem, Mr.
Stark?

He's from space, came here to
steal a necklace from a wizard.

Your powers are quaint. You
must be popular with children.

It's a simple spell
but quite unbreakable.

Then I'll take it
off your corpse.

You wouldn't. Removing a dead
man's spell... Troublesome.

You'll only wish you were dead.

No!

- Kid, that's the wizard. Get on it.
- On it!

Not cool.

- Mr. Stark? I'm being beamed up.
- Hang on, kid.

Wong, you're invited
to my wedding.

Give me a little juice, Friday.

Unlock 17-A.

Kid, you gotta let go.
I'm gonna catch you.

But you said save the wizard!

I can't breathe!

You're too high up. You're
running out of air.

That makes sense.

Mr. Stark, it smells
like a new car in here.

- Happy trails, kid. Friday, send him home.
- Yup.

Oh, come on!

Boss, incoming call
from Miss Potts.

Tony? Oh, my God. Are you all right?
What's going on?

Yeah, I'm fine. I just think we
might have to push our 8:30 res.

Why?

Just 'cause I'll probably
not make it back for awhile.

- Tell me you're not on that ship.
- Yeah.

God, no. Please tell me
you're not on that ship.

Honey, I'm sorry. I'm sorry.

I don't know how to say this. Pep...

Come back here, Tony. I swear to God...
Come back here right now!

Come back!

Boss, we're losing her.
I'm going, too...

Oh, my God.

I should have stayed on the bus.

- Where you going?
- Time Stone's been taken.

The Sanctum remains unguarded.

What will you do?

I'm gonna make a call.

Sing it, Drax!

Why are we doing this again?

It's a distress signal, Rocket.
Someone could be dying.

- I get that, but why are we doing it?
- 'Cause we're nice.

And maybe whoever it is will give us a
little cheddar cheese for our help...

- Which isn't the point.
- Which isn't the point... I mean...

- If he doesn't pony up...
- We'll take his ship.

- Exactly! Alright!
- B-b-b-bingo!

We are arriving.

All right, Guardians.
Don't forget, this might

be dangerous, so let's
put on our mean faces.

Groot, put that thing away. Now.
I don't wanna tell you again. Groot.

I am Groot!

- Whoa! Language!
- Wow!

You got some acorns on you, kid.

Ever since you got little
sap, you're a total d-hole.

Keep it up, and I'm gonna
smash that thing to pieces!

What happened?

Oh, my God.

Looks like we're
not getting paid.

Wipers! Wipers! Get it off.

How the hell is this
dude still alive?

He is not a dude. You're a dude.

This... This is a man.

- Handsome, muscular man.
- I'm muscular.

Who are you kidding, Quill? You're
one sandwich away from fat.

- Yeah, right. What?
- It's true. You have little weight...

Gamora, do you think I'm...

He is anxious. Angry.

He feels tremendous
loss and guilt.

It's like a pirate had
a baby with an angel.

Wow. This is a real wake-up
call for me. Okay.

I'm gonna get a Bowflex.

I'm gonna commit.
I'm gonna get some dumbbells.

You know you can't eat
dumbbells, right?

It's like his muscles are
made of Cotati metal fiber.

Stop massaging his muscles.

Wake him up.

Wake.

Who the hell are you guys?

The entire time I knew Thanos,
he only ever had one goal:

To bring balance to the Universe
by wiping out half of all life.

He used to kill people planet by
planet, massacre by massacre.

- Including my own.
- If he gets all six Infinity Stones,

he can do it with the snap
of his fingers, like this.

You seem to know a
great deal about Thanos.

Gamora... is the
daughter of Thanos.

- Your father killed my brother.
- Oh, boy.

Stepfather. Technically, she
hates him as much as you do.

Thanos can be tough.

Look. Before my father died,
he told me I had a half-sister...

that he imprisoned in Hell.
Then she returned

home, and stabbed me in the eye,
so... I had to kill her.

It's life, there was nothing else.

- And I feel your pain.
- I feel your pain, as well.

I mean it's not a competition,
but I've been through a lot.

My father killed my mother, then I had
to kill my father. And that was hard.

Probably even harder than
having to kill a sister.

Plus, I, came out
with both of my eyes.

I need a hammer, not a spoon...

How do I open this thing?

Is there some sort of a
four-digit code maybe...

- Maybe a birth date or something...
- What are you doing?

Taking your pod.

No, you're not!

You'll not, be taking
our pod today, sir.

Quill. Are you making your voice deeper?

- No.
- You are.

You're imitating the god-man.
It's weird.

- No I'm not.
- He just did it again!

This is my voice!

- Are you mocking me?
- Are you mocking me?

You just did it again.

He's trying to copy me.

Enough! We need to stop Thanos.

Which means we need to find
out where he's going next.

Nowhere.

- He must be going somewhere.
- No. Nowhere? It's a place.

We've been there. It sucks.

Excuse me, that's our food.

- Not anymore.
- Thor...

Why would he go to nowhere?

Because for years,
reality stone has been safely stored,

there with a man
we call the collector.

If it's with the Collector,
then it's not safe.

Only an idiot would
give that man a stone.

Or a genius.

How do you know he's not going
for one of the other stones?

There's six stones out there.

Thanos already has the Power Stone
because he stole it last week,

when he decimated Xandar.

He stole the Space Stone from me.

When he destroyed my ship and
slaughtered half my people.

The Time and Mind Stones are safe on Earth.
They're with the Avengers.

- The Avengers?
- They're Earth's Mightiest Heroes.

- Like Kevin Bacon?
- He may be on the team. I don't know.

Haven't been there in a while.

As for the Soul Stone,
no one's ever seen that.

No one even knows where it is.

Therefore, Thanos can't get it.
Therefore, he's going to Nowhere.

Hence, he'll be getting the Reality Stone.
You're welcome.

- Then we have to go to Nowhere now.
- Wrong.

- Where we have to go, is Nivadellir.
- That's a made up word.

- Oh what's made up?
- Nidavellir is real? Seriously?

I mean, that place is a legend. They
make the most powerful,

horrific weapons to ever
torment the Universe.

I would very much like
to go there, please.

The rabbit is correct, and
clearly the smartest one.

Rabbit?

Only Eitri the dwarf king can
make me the weapon I need.

- I assume you're the captain, sir?
- You're very perceptive.

You seem like a noble leader. Will you
join me on my quest to Nivadellir?

Lemme just ask the captain. Wait a
second, it's me! Yeah, I'll go.

- Wonderful.
- Except that I'm the captain.

- Quiet!
- And that's my backpack.

- Quill, sit down.
- Look, this is my ship.

And I'm not going to...

Wait, what kind of weapon
are we talking about here?

The Thanos killing kind.

Don't you think that we should
all have a weapon like that?

No. You simply lack the
strength to wield them.

Your bodies will crumble as you
minds collapse to the madness.

Is it weird that I wanna
do it even more now?

A little bit. Yeah.

If we don't go to Nowhere and
Thanos retrieves another stone,

- he'll be too powerful to stop.
- He already is.

I got it figured out.

We got two ships, and the
largest go with the morons.

So me and Groot will go
with the pirate-angel here,

and the morons will go to
Nowhere to try and stop Thanos.

- Cool? Cool.
- So cool.

For the record...

I know that you're only going with
him because it's where Thanos isn't.

You know, you shouldn't talk
that way to your captain, Quill.

Come on, Groot.

Put that game down.
You'll rot your brain.

I bid you farewell and
good luck, morons. Bye.

Vis?

Is it the stone again?

It's as if it's speaking to me.

What does it say?

I don't... I don't know.
Something...

Tell me what you feel.

I just feel you.

So there's a 10 AM to Glasgow

to give us more time together
before you went back.

- What if I miss that train?
- There is an 11.

What if I missed all the trains?

What if this time,
I didn't go back?

- You gave Stark your word.
- I'd rather give it to you.

There are people who are expecting me
too, you know. We both made promises.

Not to each other.

Wanda...

Two years, we've stolen these moments,
trying to see if this could work.

And... I don't know. You know what,
I'm just gonna speak for myself.

- I, I... I think... It works.
- It works. It works.

Stay.

Or not. If I'm overstepping...

What are they?

What the stone was
warning me about.

- I have to go.
- No. Vision. If that's true...

Then maybe going isn't
the best idea.

Wanda, I...

The blade. It stopped
me from phasing.

- Is that even possible?
- It isn't supposed to be.

Vis!

Give up the Stone,
and she lives.

Hands off.

Come on. You gotta get up.
You gotta get up. Come on.

We have to go.

- Please leave.
- You asked me to stay.

I'm staying.

- Get up.
- I can't.

We don't wanna kill you.
But we will.

You'll never get
the chance again.

Can you stand?

Thank you, Captain.

Let's get you on the jet.

I thought
we had a deal.

Stay close, check in.
Don't take any chances.

I'm sorry. We just wanted time.

Where to, Cap?

Home.

We'll be safe.

- Zen-Whoberians...
- Mother!

- Choose a side, or die.
- Mother!

One side, for reservation.
The other, an honor...

What's wrong, little one?

My mother. Where is my mother?

What's your name?

Gamora.

You're quite the
fighter, Gamora.

Come. Let me help you.

Look.

Pretty, isn't it?
Perfectly balanced.

As all things should be.

Too much to one side,
or the other...

Here. You try.

Now go in peace, and
meet your maker.

Concentrate.

There! You've got it.

Gamora.

You know these grenades are the
"blow off your junk" kind or the gas kind?

'Cause I was thinking I might hang
a couple on my belt right here.

- But I don't want to...
- I need to ask a favor.

Yeah, sure.

One way or another, the path
that we're on leads to Thanos.

Which is what the
grenades are for.

I'm sorry. What's the favor?

If things go wrong...

If Thanos gets me...

I want you to promise me...
you'll kill me.

What?

I know something he doesn't.

If he finds it out...

- The entire Universe could be at risk.
- What do you know?

If I tell you, you'd know, too.

If it's so important,
shouldn't I?

Only if you wanna die.

Why does somebody always
have to die in this scenario?

Just...

trust me. And
possibly, kill me.

I mean, I'd like to.
I really would...

Swear to me.

Swear to me on your mother.

Okay.

Dude! How long have you
been standing there?

- An hour.
- An hour?

Are you serious?

I've mastered the ability, of
standing so incredibly still...

That I've become invisible
to the eye. Watch.

- You're eating a zark nut.
- But my movement...

So slow...

- And it's imperceptible.
- No.

- I'm sure I'm invisible.
- Hi, Drax.

Damn it.

- This place looks deserted.
- I'm reading movement.

- From the third quadrant.
- Yeah. I'm picking that up, too.

Let's put it down over here.

I know you have the Reality Stone.

Giving it to me will spare you
a great deal of suffering.

I told you. I sold it.

- Why would I lie?
- I imagine it's like breathing for you.

- Like suicide.
- So you do understand.

Not even you will surrender
something so precious.

I didn't know what it was.

Then you're more of a
fool than I took you for.

Last chance, Charlotte.

Where's the Stone?

Today, he pays for the deaths
of my wife and daughter.

Drax, wait!

Whoa, not yet!

He doesn't have the Stone yet.

We get it, and then
we can stop him.

We have to get the Stone first.
Yeah.

No. No. For Ovette.
For Camaria.

Sleep.

Okay. Gamora, Mantis,
you go right.

I'm... The other right!

Why?

Why you? Daughter...

That was quick.

Magnificent! Magnificent!

Is it sadness I sense
in you, daughter?

In my heart, I knew
you still cared.

No one ever knows for sure.

Reality is often disappointing.

That is, it was.

Now...

Reality can be whatever I want.

- You knew I'd come.
- I counted on it.

There's something we need
to discuss, little one.

Thanos!

- Let her go, Grimace!
- Peter...

- I told you to go right.
- Now...

- You let her go!
- Ah, the boyfriend.

I like to think of myself more as a
Titan-killing long term booty call.

- Let her go.
- Peter...

Or I'm gonna blow that nut-sack
of a chin right off your face!

Not him.

You promised!

Oh, daughter. You expect
too much from him.

She's asked, hasn't she?

Do it.

Do it!

I told you to go right!

I love you, more than anything.

I love you, too.

I like you.

Still no word from Vision?

Satellites lost him
somewhere over Edinburgh.

On a stolen quinjet with four of
the world's most wanted criminals.

You know they're only criminals

because you've chosen to call them that,
right, sir?

My God, Rhodes, your talent
for horseshit rivals my own.

If it weren't for those Accords,
Vision would've been right here.

I remember your signature
on those papers, Colonel.

That's right.

And I'm pretty sure
I've paid for that.

- Do you have second thoughts?
- Not anymore.

Mr. Secretary.

You got some nerve.
I'll give you that.

You could use some
of that right now.

The world's on fire.

And you think, all is forgiven?

I'm not looking for forgiveness. And
I'm way past asking for permission.

Earth just lost her best defender.
So we're here to fight.

And if you wanna
stand in our way...

We'll fight you, too.

- Arrest them.
- All over it.

That's a court-martial.

- It's great to see you, Cap.
- You too, Rhodey.

Hey.

Well. You guys, really
look like crap.

Must've been a rough
couple of years.

Yeah, well, the hotels
weren't exactly five star.

I think you look great.

Yeah. I'm back.

Hi, Bruce.

Nat.

This is awkward.

We gotta assume they're
coming back, right?

And they can clearly find us.

We need all hands on deck.
Where's Clint?

After the whole Accords
situation, he and Scott

took a deal. It's too
tough on their families.

- Who's Scott?
- Ant-Man.

There's an Ant-Man
and a Spider-Man?

Okay, look...

Thanos has the biggest
army in the Universe.

And he is not gonna
stop until he... He gets...

Vision's stone.

- Well then, we have to protect it.
- No, we have to destroy it.

I've been giving a good deal of thought to
this entity in my head about its nature.

But also, its composition.

I think if it were exposed
to a sufficiently

powerful energy
source, something,

very similar to its own
signature, perhaps...

Its molecular
integrity could fail.

And you, with it.

We're not having
this conversation.

Eliminating the stone is the
only way to be certain that

- Thanos can't get it.
- That's too high a price.

Only you, have the
power to pay it.

Thanos threatens
half the Universe.

One life cannot stand in
the way of defeating him.

But it should.

We don't trade lives, Vision.

Captain, 70 years ago, you laid down
your life to save millions of people.

Tell me, why is
this any different?

Because you might have a choice.

Your mind is made up of a
complex construct of overlays.

Jarvis, Ultron, Tony,
me, the stone.

All of them mixed together. All of
them learning from one another.

- You're saying Vision isn't just a stone?
- I'm saying that...

If we take out the stone, there's
still a whole lot of Vision left.

- Perhaps the best parts.
- Can we do that?

Not me. Not here.

Well you better find someone
and somewhere fast.

Ross isn't just gonna let you
guys have your old rooms back.

I know somewhere.

The Kingsguard and the Dora
Milaje have been alerted.

And the Border Tribe?

- Those that are left.
- Send word to the Jabari as well.

M'Baku likes a good fight.

And what of this one?

This one may be tired of war.

But the White Wolf has
rested long enough.

Where's the fight?

On its way.

In all the time I
have served Thanos...

I have never failed him.

If I were to reach our
rendezvous on Titan,

with the Time Stone still attached
to your vaguely irritating person...

There would be judgment.

Give me...

the Stone.

Wow. You are a seriously
loyal piece of hardware.

Speaking of loyalty...

- I know what you're gonna say to me.
- You should not be here.

- I was gonna go home.
- I don't wanna hear it!

But it was such a long way
down and I just thought about...

And now I gotta hear it.

And this suit is, ridiculously
intuitive, by the way.

So, if anything, its kind of
your fault that I'm here.

- What did you just say?
- I take that back.

And now I'm here in space.

Yeah. Right where I
didn't want you to be.

This isn't Coney Island,
or some field trip.

This is a one-way ticket.
Do you hear me?

- Don't pretend you thought this through.
- I did think this through.

You can't be a friendly neighborhood
Spider-Man if there's no neighborhood.

Okay, that didn't make sense but
you know what I'm trying to say.

Come on. We got a situation.

See him down there? He's in trouble.
What's your plan? Go.

Okay, okay.

OK, you ever see this
really old movie Aliens?

Painful, aren't they?

They were originally
designed for microsurgery.

And any one of them...

I could end your friend's
life in an instant.

I gotta tell you, he's
not really my friend.

Saving his life is more of
a professional courtesy.

You've saved nothing.

Your powers are inconsequential
compared to mine.

Yeah, but the kid's
seen more movies.

Yes!

Wait, what are those?

Hey, we haven't officially met.

Cool.

- We gotta turn this ship around.
- Yeah. Now he wants to run.

Great, I want to protect the stone.

And I want you to thank me now.
Go ahead, I'm listening.

For what? Nearly
blasting me to space?

Who just saved your magical ass?
Me.

I seriously don't know how you
fit your head into that helmet.

Admit it. You should've ducked
out when I told you to.

I tried to bench
you, you refused.

Unlike everyone else in your
life, I don't work for you.

And due to that fact,
we're now in a flying doughnut,

billions of miles from Earth,

- with no back-up.
- I'm back-up!

No. You're a stowaway.
The adults are talking.

I'm confused as to the relationship
here, I mean, what is he? Your ward?

- No. I'm Peter, by the way.
- Doctor Strange.

Oh, we're using our
made-up names.

I'm Spider-Man, then.

The ship is self-correcting its course.
Thing's on autopilot.

Can we control it? Fly us home?

- Stark.
- Yeah?

- Can you get us home?
- Yeah. Heard you.

I'm not so sure we should.

Under no circumstances can we
bring the Time Stone to Thanos.

I don't think you quite
understand what's at stake here.

No. It's you who doesn't
understand that

Thanos has been inside
my head for six years

since he sent an army to New
York, and now he's back!

And I don't know what to do.

So I'm not so sure if it's a better
plan to fight him on our turf or his.

But you saw. What they
did, what they can do.

At least, let's hope
he's not expecting it.

So I say we take the
fight to him, Doctor.

Do you concur?

All right, Stark. We go to him.

But you have to understand...

If it comes to saving you, the
kid, or the Time Stone...

I will not hesitate to
let either of you die.

I can't. Because the
universe depends on it.

Nice. Good. Moral compass.

All right, kid...

You're an Avenger now.

I thought you might be hungry.

I always hated that chair.

So I've been told.

Even so, I hoped you'd
sit in it one day.

I hated this room, this ship...

I hated my life.

You told me that, too.

Everyday.

For almost twenty years.

I was a child when you took me.

I saved you.

No. We were happy
on my home planet.

Going to bed hungry?
Scrounging for scraps?

Your planet was on the brink of collapse.
I'm the one who stopped that.

You know what's happened since then?

The children born, have
known nothing but full

bellies and clear skies.
It's a paradise.

Because you murdered
half the planet.

A small price to
pay for salvation.

- You're insane.
- Little one, it's a simple calculus.

This universe is finite.
Its resources, finite.

If life is left unchecked,
life will cease to exist.

- It needs correction.
- You don't know that!

I'm the only one who knows that.

At least, I'm the only one
with the will to act on it.

For a time...

You...

had that same will,

as you fought by my side,
daughter.

I'm not your daughter.

Everything I hated about
myself, you taught me.

And in doing so, made you the
fiercest woman in the galaxy.

It's why I trusted you
to find the Soul Stone.

I'm sorry I disappointed you.

I am disappointed.

But not because
you didn't find it.

But because you did.

And you lied.

Nebula!

Don't do this.

Sometime ago, your sister snuck
aboard this ship to kill me.

- Please, don't do this.
- She very nearly succeeded.

So, I brought her here...
to talk.

Stop. Stop it.

I swear to you, on my life...

I never found the Soul Stone.

Accessing memory files.

You know what he's about to do.

He's finally ready, and he's going
for the stones. All of them.

He'll never get them all.
He can't, Nebula.

Because I found the map to the Soul
Stone, and I burned it to ash.

I burned it.

You're strong.

Me...

The generous... me...

But I never taught you to lie.

That's why you're so bad at it.

Where is the Soul Stone?

Vormir.

The stone is on Vormir.

Show me.

I am Groot.

Tinkle in the cup.
We're not looking for...

What's a twig?
Everybody's seen a twig.

I am Groot!

You can pour what's
in the cup out in space

then go in the cup again.

You speak Groot?

Yes, the tone on Asgard,
that was an elective.

- I am Groot.
- You'll know when we're close.

Nivadellir's forge harnesses the
blazing power of the Neutron star.

It's the birthplace of my hammer.

It's truly awesome.

Okay. Time to be the captain.

So dead brother, huh? Yeah,
that could be annoying.

Well, he's been dead before.

Now this time, I think
it really might be true.

- And you said your sister and your dad...
- Both dead.

- But still got a mom, though?
- Killed by a Dark Elf.

- A best friend?
- Stabbed through the heart.

You sure you're up to
this particular mission?

Absolutely!

The rage and vengeance, anger...

Loss, regret, they're all
tremendous motivators.

They really clear the
mind, so I'm good to go.

Yeah, but this Thanos
we're talking about,

he's the toughest there is.

- Well, he's never fought me.
- Yeah, he has.

He's never fought me twice.

I'm getting a new
hammer, don't forget.

It better be some hammer.

You know, I'm 1,500 years old.

I've killed twice as many
enemies as that, and

every one of them
would've rather killed me

but none succeeded.

I'm only alive because
fate wants me alive.

Thanos is just the, latest
in a long line of bastards

and he will be the latest to feel
my vengeance. Fate wills it so.

And what if you're wrong?

Well, if I'm wrong, then...

What more could I lose?

I could lose a lot. Me
personally, I could lose a lot.

Okay.

Well, if fate does want you
to kill that crapsack,

- you need more than one stupid eyeball.
- What's this?

What's it look like?

Some jerk lost a bet
with me in Contraxia.

- He gave you his eye?
- No, he gave me 100 credits.

I snuck into his room later
that night and stole his eye.

Thank you, sweet rabbit.

I would've washed that.

The only way I could sneak it
off Contraxia was on my...

Hey, we're here.

I don't think this thing works.
Everything seems dark.

But it ain't the eye.

Something's wrong.
The star's gone out.

And the rings are frozen.

I hope these dwarfs are better at
forging than they are at cleaning.

Maybe they realized they live in a
junk pile in the middle of space.

The forge hasn't gone
dark in centuries.

- You said Thanos had a gauntlet, right?
- Yes. Why?

Did it look anything like that?

- I am Groot.
- Get back to the pod.

Eitri, wait! Stop!

Thor?

- What happened here?
- You were supposed to protect us.

- Asgard was supposed to protect us.
- Asgard is destroyed.

Eitri, what did you do?

300 dwarfs lived on this ring.

I thought if I did what
he asked, they'd be safe.

I made what he wanted.

A device capable of harnessing
the power of the stones.

And he killed everyone anyway.

All except me.

"Your life is yours," he said.

"But your hands. Your
hands are mine alone."

Eitri, this isn't
about your hands.

Every weapon you've
ever designed,

every axe, hammer, sword,
it's all inside your head.

Now I know it feels like all hope is lost.
Trust me, I know.

But together, you and
I, we can kill Thanos.

Mantis, listen very carefully.

I need you to meet me on Titan.

- What's going on?
- I think we're here.

I don't think this rig has
a self-park function.

Get your hand inside this.

Then, we got one big dodge, so we
gotta move at the same time.

We might wanna turn, turn, turn.
Turn!

You all right?

That was close.

I owe you one.

Let me just say, if aliens wind up
implanting eggs in my chest or something,

- and I eat one of you, I'm sorry.
- I don't want another single,

pop-culture reference outta you for
the rest of the trip. Understand?

I'm trying to say that,
something is coming.

Thanos!

Oh, my God! Please don't
put your eggs in me!

Die, Blanket of Death!

Everybody stay where you
are, chill the F out...

I'm gonna ask you
this one time...

Where is Gamora?

Yeah, I'll do you one better.
Who's Gamora?

I'll do you one better!
Why is Gamora?

Let him go, or I swear to you, I'm
gonna french fry this little freak.

Let's do it. You shoot my guy and
I'll blast him. Let's go!

- Do it, Quill. I can take it.
- No, he can't take it.

She's right. You can't.

Oh yeah? You don't wanna
tell me where she is?

That's fine. I'll kill all three of you
and I'll beat it out of Thanos myself!

- Starting with you.
- Wait what, Thanos? All right...

Let me ask you this one time...

What master do you serve?

What master do I serve? Am
I supposed to say Jesus?

- You're from Earth.
- Not from Earth. I'm from Missouri.

Yeah, that's on Earth, dipshit.
What are you hassling us for?

- So you're not with Thanos?
- With Thanos?

No! I'm here to kill Thanos.

He took my girl. Wait, who are you?

We're the Avengers, man.

- You're the ones Thor told us about!
- You know Thor?

Yeah. Tall guy, not
that good-looking.

Where is he now?

This the plan? We'll
hit him with a brick?

It's a mold.

A king's weapon. Meant to
be the greatest in Asgard.

In theory, it could
even summon the Bifrost.

Does it have a name?

Storm breaker.

Yeah. It's a bit much.

So how do we make it?

You'll have to restart the forge.

Awaken the heart of the dying star.

Rabbit, fire up the pod.

What the hell happened
to this planet?

It's 8 degrees off its axis.

Gravitational pull is
all over the place.

Yeah, we got one advantage.
He's coming to us.

We'll use it. Alright,
I have a plan.

It's pretty simple. We draw him in,
pin him down, get what we need.

We definitely don't want to dance with
this guy, we just want the gauntlet.

Are you yawning?

In the middle of this,
while I'm breaking it down?

Did you hear what I said?

I stopped listening after you
said that we need a plan.

Okay, Mr. Clean's
on his own page.

See, not winging it isn't
really what they do.

What exactly is it that they do?

Kick names, take ass.

All right, just get over here, please?

Mr. Lord,
can you get your folks to circle up?

Star-Lord is fine.

We've gotta coalesce.

Because if all we come at him
with is a plucky attitude...

Dude, don't call us plucky.
We don't know what it means.

All right, we're optimistic, yes.
I like your plan, except it sucks.

So let me do the plan, and that
way, it might be really good.

Tell him about the dance-off
to save the Universe.

What dance-off?

- It's not a, it's not a...
- Like in Footloose? The movie?

Exactly like Footloose! Is it still
the greatest movie in history?

It never was.

- We're getting no help with Flash Gordon.
- Flash Gordon?

By the way? That's a compliment.
Don't forget.

I'm half-human. So that's
50% of me that's stupid,

- And that's 100% you.
- Your math is blowing my mind.

Excuse me?

But does your friend
often do that?

Strange! You all right?

- You're back. You're all right.
- Hey, what was that?

I went forward in time, to
view alternate futures...

To see all the possible
outcomes of the coming conflict.

- How many did you see?
- 14,000,605.

How many did we win?

One.

The Stone had
better be up there.

For your sister's sake.

Welcome, Thanos, son of Eros.

Gamora, daughter of Thanos.

You know us?

It is my curse to know
all who journey here.

Where is the Soul Stone?

You should know,

it extracts a terrible price.

I'm prepared.

We all think that at first.

We are all wrong.

How is it you know
this place so well?

A lifetime ago, I, too,
sought the stones.

I even held one in my hand.
But it cast me out.

Banished me here.

Guiding others to a
treasure I cannot possess.

What you seek lies
in front of you.

As does what you fear.

- What's this?
- The price.

Soul holds a special place
among the Infinity Stones.

You might say it is,
a certain wisdom.

Tell me what it needs.

To ensure
whoever possesses it,

understands its power...

The Stone demands a sacrifice.

Of what?

In order to take the Stone...

You must lose that
which you love.

A soul, for a soul.

All my life, I
dreamed of a day...

a moment...

when you got
what you deserved.

And I was always
so disappointed.

But, now...

You kill, and torture,

and you call it mercy.

The Universe has judged you.

You asked it for a prize and

and it told you, no.

You failed.

And do you wanna know why?

Because you love nothing.

No one.

Really? Tears?

They are not for him.

No.

This isn't love.

I ignored my destiny once.

I cannot do that again.

Even...

for you.

I'm sorry, little one.

Drop to 2,600. Heading 030.

I hope you're right about this,

or we're gonna land a lot
faster than you want to.

When you sad we were going
to open Wakanda to the

rest of the world, this
is not what I imagined.

What did you imagine?

The Olympics. Even a Starbucks.

- Should we bow?
- Yeah, he's a king.

Seems like I'm always
thanking you for something.

- What are you doing?
- We don't do that here.

So how big of an assault
should we expect?

Sir, I think you should expect
quite a big assault.

- How are we looking?
- You will have my Kingsguard.

The Border Tribe, the Dora Milaje.
And...

A semi-stable 100-year old man.

How have you been, Buck?

Not bad, for the
end of the world.

The structure is polymorphic.

Right. We had to attach each
neuron non-sequentially.

Why didn't you just reprogram the
synapses to work collectively?

Because... we didn't think of it?

- I'm sure you did your best.
- Can you do it?

Yes, but there are more than
2 trillion neurons here.

One misalignment could cause a
cascade of circuit failures.

- It will take time, brother.
- How long?

As long as you can give me.

Something's entered
the atmosphere.

Hey Cap, we got a
situation here.

God, I love this place.

Don't start celebrating yet, guys. We
got more incoming outside the dome.

It's too late. We need to
destroy the Stone now.

- Vision, get your ass back on the table.
- We will hold them off.

Wanda, as soon as that stone's out
of his head, you blow it to hell.

I will.

Evacuate the city,
engage all defenses...

and get this man a shield!

I don't think you get
the scientifics here.

These rings are gigantic.
You wanna get them moving,

you need something bigger
to yank them loose!

- Leave that to me.
- Leave it to you?

Buddy, you're in space. All
you got is a wrong plan...

Fire the engines!

More power, rabbit!

Well done, boy.

That's Nidavellir!

- Damn it.
- What's damn it?

- The mechanism is crippled.
- What?

With the iris closed, I
can't heat the metal.

- How long will it take to heat it?
- A few minutes, maybe more. Why?

- I'm gonna hold it open.
- That's suicide.

So is facing Thanos
without that axe.

- How are we looking, Bruce?
- Yeah, I think I'm getting the hang of it.

It's so amazing! It's like being
the Hulk without actually...

I'm okay.

I got two heat signatures
breaking through the treeline.

Thank you for standing with us.

Of course, brother.

Where's the other friend?

He will pay for his
life with yours.

Thanos will have that stone.

That's not gonna happen.

You are in Wakanda now.

Thanos will have nothing
but dust, and blood.

We,

have blood to spare.

- They surrender?
- Not exactly.

Yibambe!

Yibambe!

Yibambe!

What the hell?

Looks like we pissed her off.

They're killing themselves.

See the teeth on those things?

Alright, back up, Sam. They
ain't get your wings yet.

Cap, if these things circle the
perimeter and get in behind us,

there's nothing between
them and Vision.

Then we better keep
them in front of us.

How do we do that?

We open the barrier.

On my signal, open
northwest section 17.

Requesting confirmation, my King.

You said open the barrier?

- On my signal.
- This will be the end of Wakanda.

Then it will be the noblest
ending in history.

Wakanda forever!

Wakanda forever!

Now!

- How much longer, Shuri?
- We've barely begun, brother.

You might want to
pick up the pace.

All fathers, give me strength.

You understand, boy?

You're about to take the
full force of a star.

It'll kill you.

And if I die?

Yes, that's what,
killing you means.

Hold it, hold it, Thor!

Thor? Say something, come on.

Thor, you okay?

- I think he's dying.
- He needs the axe.

Where's the handle?

Tree! Help me find the handle.

There's too many of them!

You guys are so screwed now!

Bring me Thanos!

Oh, yeah.

You're much more of a Thanos.

I take it that Maw is dead?

This day extracts a heavy toll.

Still, he accomplished
his mission.

You may regret that.

He brought you face-to-face with
a Master of the Mystic Arts.

Where do you think
he brought you?

Let me guess.
Your home?

It was.

And it was beautiful.

Titan was like most planets.

Too many mouths,
not enough to go around.

And when we faced extinction,
I offered a solution.

Genocide?

At random. Dispassionate, fair.
The rich and poor alike.

And they called me a madman.

And what I predicted,
came to pass.

Congratulations. You're a prophet.

I'm a survivor.

Who wants to murder trillions.

With all six Stones, I could
simply snap my fingers.

They would all cease to exist.
I call that mercy.

And then what?

I finally rest.

And watch the sun rise
on a grateful universe.

The hardest choices require
the strongest wills.

I think you'll find our
will equal to yours.

"Our"?

- Piece of cake, Quill.
- Yeah, if your goal was to piss him off!

Boom!

Don't let him close his fist.

Magic! More magic!

Magic with a kick!

Magic with a...

Insect.

- Well, well.
- You should have killed me.

Would have been a
waste of parts!

Where's Gamora?

Is he under? Don't let up.

Be quick. He is very strong.

Parker, help. Get over here. She
can't hold him much longer. Let's go.

I thought you'd be harder to catch.
For the record, this was my plan.

Not so strong now, huh?

Where's Gamora?

- My Gamora!
- Oh, bullshit!

Where is she?

- He is in anguish.
- Good.

He...

He mourns.

What does this monster
have to mourn?

Gamora...

What?

He took her to Vormir. He came back
with the Soul Stone. She didn't.

Okay, Quill? You gotta cool
it right now, understand?

Don't. Don't engage.
We almost got this off!

Tell me she's lying.

Asshole! Tell me
you didn't do it.

I had to...

No you didn't.

- No! No, you didn't!
- Quill!

Just stop! Stop!

It's coming, I got it, I got it!

Oh, God.

Come and get some, face-dogs!

Come on! Get some, get some!

- How much for the gun?
- Not for sale.

Okay, how much for the arm?

Oh, I'll get that arm.

- New haircut?
- I notice you've copied my beard.

Oh, by the way, this is a
friend of mine. A tree.

I am Groot!

I am Steve Rogers.

Fall back! Fall back now!

Focus all fire on the
left flank, Sam.

I'm doing it.

Why was she up there
all this time?

She's on the field. Take it.

Guys, we got a Vision
situation here.

- Somebody get to Vision!
- I got him.

On my way.

He'll die alone. As will you.

She's not alone.

Oh, no. Oh, no, you don't.

This isn't gonna be like
New York, pal. This

suit's already kicked the
crap outta the Hulk.

Guys. Vision needs back-up now.

Hulk? I know you're not making your
entrance 'till the last second.

This is it, man. This is
the last, last second.

Hulk! Hulk!
Shit, Hulk!

- No!
- Screw you, you big, green asshole!

I'll do it myself. Come on.

See ya!

Hulk, we got a lot
to figure out, pal.

I thought you were a formidable machine.

But you're dying, like any man.

Get outta here!

Go!

That's really gross.

I thought I told you to go.

We don't trade lives, Captain.

I got you, I got you!

Sorry I can't remember
any of your names.

You're full of tricks, wizard.

But you never once used
your greatest weapon.

A fake.

You throw another moon at
me, and I'm gonna lose it.

- Stark.
- You know me?

I do. You're not the only
one cursed with knowledge.

My only curse is you.

All that for a drop of blood.

You have my respect, Stark.

When I'm done, half of
humanity will still be alive.

I hope they remember you.

Stop.

Spare his life, and I
will give you the Stone.

No tricks.

Don't!

One to go.

Where is he?

Did we just lose?

Why would you do that?

We're in the endgame now.

Are you okay?

What? What is it?

He's here.

Everyone on my position.
We have incoming.

What the hell?

Cap. That's him.

Eyes up. Stay sharp.

Wanda. It's time.

No.

They can't stop him,
Wanda. But we can.

Look at me. You have the
power to destroy the stone.

- Don't.
- You must. Please...

We are out of time.

- I can't.
- Yes, you can. You can.

If he gets this stone,
half the Universe dies.

It's not fair.

It shouldn't be you,
but it is.

It's all right.

You could never hurt me.

I just feel you.

I love you.

I understand, my child.

Better than anyone.

You could never.

Today, I lost more
than you can know.

But now is no time to mourn.

Now...

is no time at all.

No!

I told you...

You'd die for that.

You should have...

You...

You should have
gone for the head!

No!

Daughter?

Did you do it?

Yes.

What did it cost?

Everything.

What did you do?

What did you do?!

Where did he go?

Thor...

Where did he go?

Steve?

Up, General, up!

This is no place to die.

I am Groot...

No.

No. No. No. No! Groot...

No...

Sam?

Sam, where you at?

Something's happening...

Quill?

- Stay, Quill.
- Oh, man...

Tony.

There was no other way.

Mr. Stark?

I don't feel so good...

- You're all right.
- I don't, I don't know what's happening...

I don't wanna go. I don't wanna go.
Mr. Stark, please...

Please. I don't wanna go.
I don't wanna go.

I'm sorry.

He did it.

What is this? What the
hell is happening?

Oh, God.

Subbed by: iamdepressed
Resynched+fixed by Clarity.

Search for Stark.

No not yet.

I'm watching every satellite above
kind of searching Stark over there.

- What is it?
- Multiple bogets from wakanda.

Same energy signatures
as in New York?

10 times bigger.

Call Clint. We'll meet him...

They okay?

There is no one here.

Call control.

Code RED.

Nick.

No!

Oh no!

SENDING...

Captain Marvel.

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