Thanos looked up as the three heroes, Tony Stark, Thor Odinson, and Captain Steve Rodgers strode over, a humourless smug smirk crawled on his face as he rubbed dirt between his fingers as they approach him.

"You could not live with your own failure. And where did that bring you? Back to me." Thanos held his head up high, and raised his voice, "I thought by eliminating half of life, the other half would thrive. But you've shown me that's impossible. And as long as there are those that remember what was, there will always be those that are unable to accept what can be. They will resist."

"Yep!" Tony agreed, "We're all kinds of stubborn."

Thanos didn't fear anything, he'd looked death in the eye and didn't even blink. Although he wasn't indestructible, they knew this titan bleeds.

"I'm thankful." This monster killed trillions, and spoke with such dignity, that it made the Avengers sick to their stomachs, "Because now, I know what I must do. I will shred this universe down to its last atom." He grabbed his helmet off his sword-like weapon, "And then...With the stones you've collected for me, create a new one. Teeming with life, but knows not what it has lost but only what it has been given" He pulled the weapon loose from the soil, and turned to face them as Thor summons his lightning, "A grateful universe."

"Born out of blood." Steve spat, with venom laced in every word.

"They'll never know it." Thanos sneered as he moved into position, "Because you won't be alive to tell them."

Thor let out a battle cry, and Tony used that as a starting gun and they rockered forward, all guns blazing.

It was a bad plan, but it was the only plan they had.

-

Back underneath the compound, Rocket, Luke, Rhodey and Bruce are trying to get out, but the water is rising, causing them to loose oxygen by the second.

"See you on the other side, man." Luke says as they see no way out of this.

Scott is on his way to them while riding a penny through the rubble of the compound.

"Hang on! I'm coming!" Scott tells them as he leaps off of a pencil and dives down into the water.

Clint is in the sewers and is still running from the Outriders and places detonating arrows around and they go off, killing some of them and sending Clint flying.

Clint used his grapple hook to get away and slices the ones who follow with his sword. He drops from exhaustion and pants when a figure finds him and he sees Nebula.

"Oh, hey. I know you." Clint says and hands her the gauntlet.

"Father, I have the stones." Nebula tells Thanos and Clint is confused.

"What?" He asks when she pulls a gun on him.

"Stop." Someone says and Clint looks to see some green alien, being Gamora coming in with the real Nebula.

"You're betraying us?" 2013 Nebula asks as Clint gets out of the way.

"You don't have to do this." Nebula tells her past self.

"I am this." 2013 Nebula states.

"No, you're not." Gamora informs her.

"You've seen what we become." Nebula says as she taps her head.

"Nebula, listen to her." Gamora tells her sister.

"You can change." Nebula says and she lowers her weapon and so does Gamora.

"He won't let me." 2013 Nebula says and aims to shoot Gamora when Nebula shoots herself.

Clint is just seriously confused in the middle of this and just picks up the gauntlet.

-

"Okay, Thor." Tony activated the shields on the back of his armour, and stood a few meters in front of Thanos, "Hit me."

Thor roared into the night as he called for the lightning, and challenged it directly into the Iron Man suit. Tony poured the energy out through his gauntlets, knocking Thanos back a few paces as he uses his sword to shield it.

Captain goes in and does a backflip, kicking Thanos in the face but that doesn't even fade him as Thanos slams him into the ground.

Thor charges at the mad Titan and Thanos throws his sword at him, Thor drops and slides on the ground to avoid it and it goes flying back to him.

Thor slams stormbreaker against his sword and Thanos drops it, causing Thor to suddenly loose balance and Thanos takes the opportunity to beat Thor up and slam him into the rubble. Thor tries to summon stormbreaker but Thanos catches it and tries pushing it into Thor's chest when suddenly he gets hit by Mjolnir that flies back into Steve's hand.

"I knew it." Thor states as Thanos slams him into the rubble and turns his attention to the Star spangled man with a plan.

Steve starts swinging the hammer and runs up to Thanos and hits him across the face and throws the shield at him to keep him disoriented. He then summons lightning and throws it at Thanos and summons more lightning before blasting it at him. He leaps, ready to kill and Thanos dodges the hit.

Thanos gets up and grabs Steve and slams him into the ground but he start getting back up and Thanos starts swinging his sword at him. Steve blocks it with his shield, but it starts getting cut by the sword.

Thanos cuts the shield and throws Steve backwards, defeated.

"After all of my years of conquest...violence...slaughter...it was never personal." Thanos promises Steve. "But I tell you now, what I'm about to do to your stubborn, annoying little world. I'm gonna enjoy it. Very much." He finishes as a beam comes down and millions of Outriders, Chitauri, and the Black Order members coming in.

Steve sees it's a hopeless battle.

A one sided coin that doesn't have a chance to be flipped.

With that in mind, Steve gets back up and stands tall and tightens his shield on his arm and is ready to die if it means Thanos doesn't get the stones. He approaches the arms, ready to fight when...

"Cap, can you hear me? Cap, it's Sam. Can you hear me? On your left." A voice says and Steve looks around and sees a portal opening and T'Challa, Okoye and Shuri all exit and Steve sees it worked.

The heroes are all back.

The Avengers have returned.

Next, Sam comes flying through the portal as millions of other portals start to open from the corners of the universe.

One opens and Strange exits followed by Drax and Mantis. Star Lord comes in flying followed by Peter Parker swinging in and retracting his mask as he sees that he's back.

As T'Challa and the members of Wakanda chant, Bucky, Groot, and the Next Avengers being lead by Ava all come out of the portal and the S.H.I.E.L.D. Bus comes through a separate portal.

Coulson, Daisy, Mack, and Yo-Yo all come out as well, ready to fight.

As Tony gets back up and sees everyone is back, Rescue comes flying in and mask reveals Pepper Potts.

"Is that everyone?" Strange asks Wong and Madame Web who's also joined them.

"What? You wanted more?" Wong asks when the rubble starts to shake and Scott enlarges himself and holds Rhodey, Luke, Hulk and Rocket.

The team is ready, the heroes are all collected, everyone is here, all ready to fight off this monster of a Titan.

Steve steps ahead of everyone and holds his hand out.

"AVENGERS..." he calls the hammer back. "Assemble."

With that, the team and armies all go charging at the army of enemies and all yell as the opposite side does the same.

The battle of their lives is here.

The battle for all life in the universe.

They all start fighting off Thanos and his army alongside one another.

Scott comes in and punches a leviathan.

Peter comes swinging in and kicks a Outrider, Daisy comes in and blasts several Outriders away.

Yo-Yo is speeding around and takes several of them down, Mack is shooting them and using his ax as they come close to him.

Ava and Laura are using their claws and taking anyone close to them down easily.

Kitty and Doreen working together, fighting off these monster demon creatures.

Luke and Drax stand back to back and help one another.

Steve and Thor are swinging their mystical weapons and Steve ends up with Stormbreaker as Thor ends up with his hammer.

"No, no, give me that." Thor says and Steve passes stormbreaker. "You have the little one." He says and passes his hammer.

Ava was running in the way of a blast when Peter comes leaping to save her.

"Ava!" Peter shouts as he tackles his sister into a trench where they find Coulson who has a holo-shield activated and shooting aliens left and right.

"My god, Pete! You're okay!" Coulson cheers and shuts down his shield and hugs his kid.

An explosion goes off and they hear someone yell and Peter turns to see Stark.

"Tony," Peter greets him.

"My favorite young adult!" Tony cheers and pulls Peter into a hug next.

"Did I miss anything cool?" Peter wonders as he breaks off.

"You're back, that's the cool part." Tony tells him.

"Aw, thanks man." Peter replies.

Laura, Doeeen, Kitty, and Kamala get pulled into the trench and they look and see an older...

"Luke?" They ask, seeing their friend is older than them.

"Welcome back, guys!" Luke greets and pulls them both into a hug.

"Luke...you've gotten...a lot...stronger..." Kamala informs him as he crushes their bones.

The Guardians even reunite when Gamora and Nebula find their way out and Clint follows them.

"The hand is safe." Clint says as he holds the gauntlet with the stones. "Let's get rid of this damn thing already. Anyone see the van?"

"I don't think we're driving out of this one, uncle Clint." Peter breaks to him.

"No, kid. It's what's in it." Clint explains.

"The tunnel." Scott understands.

"Pym's original quantum tunnel." Bruce says as he's understanding as well.

"That's right, we put the stones in the tunnel and we just dump them in the quantum realm, Thanos will never find it." Tony tells the Avengers the plan.

"Easy peasy lemon squeezy." Luke says and Ava just notices him.

"How long were we gone?" Ava wonders and sees Luke's huge muscles.

"Great, but there's no way that piece of trash survived all this." Rocket breaks to them when Scott pulls out some keys and hits the alarm and they hear it go off.

"It's a Ford." Scott states.

"Does anyone see an ugly brown van out there?" Steve asks as they all try to look out the trench as more Outriders come attaching and the amies fight them off.

"Yeah, I do." Bucky says from across the battlefield inside the Bus with May.

"But you're not gonna like where it's parked." May says as she sees it as well.

And it's in the middle of the Outrider army.

"We get the stones to that van, this ends right now." Steve tells them. "Can you guys get that quantum tunnel working?" He asks the Ant-Man and Wasp.

"Can do, Cap." Hope promises.

"See? You called him Cap, too." Scott tells her and that went over everyone's heads.

Suddenly, a dozen Outriders come in to kill them when they're hit by a spell casted by Strange as he joins them.

"Well, look who's back." Tony says as he approaches him. "You said there was 14 million futures where we loose. How do we win this?"

"If I tell you what happens, it won't happen." Strange tells him.

"Yeah, there's no time for that. Which one wins?!" Tony asks as he grabs his chest when Quill separates them.

"Guys! Come on. Dr. Weird, can you open one of your magic space holes over to the van?" Quill asks him.

"No, the doors work both ways, there'll be five hundred of those things in here before we got to the other side." Strange says, referring to the Outriders.

"Work together, stay together, that's our only hope." Madame Web tells them as she walks in casually.

"Oh, great. She's back." Kitty complains.

"Five seconds, on your six, Stark." Web warns them and Tony sees an Outrider leap at him and he blasts it.

"We're gonna have to run it." Steve tells them, seeing they have no other choice.

"Capable as we all are, we can't all make it through that." Okoye informs him.

"Not all of us has to." Thor tells her.

"This is a terrible plan." Drax states.

"Yes. I like it." Valkyrie says with a smile.

T'Challa walks to Clint and he hands the gauntlet to him.

"Thank you for getting it this far." T'Challa says.

"Cap, what about Thanos?" Peter asks.

"We just have to stay clear of him and get the stones to the van." Steve tells him. "Company, ready?"

"Yes!" They all yell and get into a running pose.

"Now!" Steve says and they all run from the trenches and charge free to the battlefield once more.

-

Hope flies Scott through the battle and into the van where the van is.

"It's a mess back here." Hope comments on the state of the van.

"It's dead." Scott says looking over the equipment. "I have to Hotwire it."

Thanos is in the fight, battling several sorcerers as his forces are being plowed through.

"Where's Nebula?" Thanos asks.

"She's not responding." Cull says.

"Sire!" Maw gets their attention and sees T'Challa running through the field with the gauntlet.

T'Challa leaps and releases all of the kinetic energy built in his suit and kills several Outriders when Thanos throws his sword and hits him backwards.

Wanda flies in as Thanos charges at T'Challa for the gauntlet.

"You...took...everything from me." Wanda states to him.

"I don't even know who you are." Thanos confesses.

"You will." Wanda promises and starts using all her power to raise herself and the rubble and throws it at Thanos before just using her powers alone.

T'Challa rushes at the gauntlet when it starts getting risen by Maw.

Peter comes swinging in and sees him in trouble.

"I got it!" Peter says and T'Challa passes it to him and Peter lands on another Outriders as dozens come at him. "Activate instant kill!" He says and his eyes go red before his mechanical hands start stabbing every Outrider and Chitauri who approaches him.

Wanda uses her powers and breaks Thanos' shield and starts to crush him with her power.

"Reign Fire!" Thanos was able to say.

"But sire, our troops." Cull asks.

"Just do it!" Thanos tells him and his ship starts to reign down upon them and the sorcerers start to shield everyone.

The Bus gets hit and starts to crash.

"Time to abandon ship, Barnes!" May tells him and they start to make it for the exit when a portal opens and Strange gets them out of the crashing plane.

"Anyone else seeing this?" Pepper asks everyone and they look to see the lake is broken and they're all about to be washed away.

Strange runs up and uses a levitation spell to keep the water up and not flush everyone away.

"I got this." Peter keeps telling himself as he's killing all the Outriders who are coming more rapidly and he's having a hard time fighting them back and keeping the gauntlet safe. "Okay, I don't got this."

Everyone looks and sees he's in danger, but nobody is gonna be able to reach him in time.

"Help, somebody help!" Peter begs everyone.

"Hey, Agent S, heads up!" Steve warns as he swings and throws the hammer in his direction and Peter webbed it and goes flying.

He goes gliding in the air for a minute before a missile strike breaks his web and he goes plummeting.

Pepper comes flying in and grabs him.

"Hang on. I got you, kid." Pepper says as she passes him to Valkyrie and her Pegasus.

"Hey, nice to meet you." Peter says as she flies them through the battle before an explosion sends them both falling.

Peter lands and goes rolling before getting back on his feet and runs for the tunnel when he gets hit by a blast and is sent flying backwards as his mask retracts. He throws his arms over him to keep himself safe as the explosions are coming from everywhere in every direction.

The missile strike ended as quickly as it began, and everyone stopped dead in their tracks and looked up.

Everyone stood in collective silence, as the cannons changed their trajectory and moved to clouds, aiming for something no one could see.

"What the hell is this?" Sam asked.

"Friday..." Tony narrowed his eyes, "What are they firing at?

"Something just entered the upper atmosphere."

Something bright and determined broke through the clouds and tore through Thanos' ship like it was butter. No weapon could do that, there was only one person in the universe that they knew, who could destroy something so effortlessly.

Carol Danvers.

Captain Marvel.

Danvers watched as the ship collapsed into the water below before she headed down to join the fight.

"Danvers, we need an assist here." Steve tells him.

Scott and Hope got the tunnel working as Carol finds Peter with the gauntlet.