They continue to fight, Tony and Peter killed Corvus as the others are fighting, he runs to Rocket. "Hey, Rocket. You will not believe what's been going on." He tells Rocket. "Okay, What did I miss? Because I blink and the next thing I know, the world is depressed, 5 years have passed and-" Rocket slaps him across the face shutting him up. "Ow! What was that for?" He asks Rocket. Rocket is on the edge of tears right now seeing the kid after all these years. "Because I missed you." Rocket tells him. "Oh, I missed you too. I guess." Peter tells him as he runs his cheek and Rocket pulls him into another hug. Peter slowly returns the gesture never seeing Rocket this sad and happy at the same time. "This is kinda nice, you know?" He tells Rocket. "Pete? You're ruining the moment." Rocket tells him. "Sorry." Peter says and hugs him. "The core works, by the way." He tells him. "What?!" Rocket shouts at him, breaking the embrace.

Across the field, Quill is flying around blasting all the creatures and Outriders when one hits him in the face and gets shot. Quill looks up and sees 2014 Gamora. Quill takes off his mask and looks at her in awe. Last he'd heard of her, Thanos sacrificed her life for the soul stone and doesn't know how she's here. "Gamora?" He asks and starts waking up to her. "I thought I lost you." He tells her and reaches to touch her when she grabs him and kicks him in-between the legs and he goes down. "You missed the first time. Then you got them both the second time." Quill tells her as Nebula joins them. "This is the one? Seriously?" Gamora asks her sister. "Your choices were him or a teenager." Nebula tells her.

Clint is running through the chaos, carrying the gauntlet, with a gigantic creature gaining on him as Sam flies in and stabs it. "Cap, what do you want me to do with this damn thing?!" He asks into the coms still running. Steve uses Thor's hammer to kill another creature. "Get Those Stones as far away as possible!" Steve shouts out. "No! We need to get them back where they came from!" Bruce shouts. "No way to get them back, Thanos destroyed the quantum tunnel." Tony states to them.

"Hold on!" Scott yells as he shrinks and holds a pair of keys. "That wasn't our only time machine." He states as he hits them and they all hear a car horn going off. "Does anyone see an ugly brown van out there?" Steve asks everyone. Valkyrie is the one to spot it form her Pegasus. "Yes! But you're not gonna like where it's parked!" She states. "Scott, how long do you need to get that thing working?" Tony asks him. "Maybe 10 minutes." Scott says. "Get it started, we'll get the stones to you." Steve tells him. "We're on it, Cap." Hope says as they make their way to the tunnel.

Strange kills multiple creatures at once as Stark comes flying in. "Hey, you said 1 out of 14,000 we'd win, Yeah? Tell me this is it." He asks Strange. "If I tell you what happens, it won't happen." Strange tells him. Stark sighs heavily. "You better be right." Tony tells him as they go back to fighting. Clint keeps running through the chaos as a group of Outriders come for him. T'Challa jumps and blasts them. "Clint." He dolls out to the archer as he retracts his mask. "Give it to me." He says as they pass it along and T'Challa starts running with it, taking down Sakarain and Outriders as he runs until he's hit by a sword and sees Thanos charging for the gauntlet. Vision comes flying down near the gauntlet and looks towards Thanos. "Hello again, Thanos. It's nice to see you again." Vision calmly says to him. "I don't even know who you are." Thanos says as he goes for the stones. "Allow me to refresh your memory." Vision says as he starts flying at Thanos and starts beating the life out of him. T'Challa runs for the gauntlet as the ground rises up by Ebony Maw.

Peter does flying in on his repulsers. "I got it!" He shouts to T'Challa and T'Challa throws it at his web and Peter's repulser gets damaged by Outrider bite. Peter comes crashing down and the suit starts repairing itself and he sees Outriders coming for him. "Activate Instant Kill!" He shouts as his eyes go from golden to dark red and his metallic arms come out and start killing every Outrider that comes near. Vision and Wanda start holding Thanos down as Vision destroys his sword and Wanda raises him into the air and destroying his armor. "Rain fire!" Thanos shouts. "Bus sire, our troops." Corvus tries reasoning with Thanos. "Just do it!" Thanos tells him as his ship starts raining down on them and they all try finding cover. Back with Peter, he's still waiting for his repulsers to fix themselves as he blasts and kills every All the Outriders who come for the gauntlet. During the battling, Peter gets an idea to stop Thanos no matter what.

A blast hits the lake and water comes flooding down. "Is anyone else seeing this?" Pepper asks as Strange goes up to it and stops the water from getting them all. "Okay, I got this. Come on, you got this, Peter." Peter tells himself as the Outriders start tearing apart his arms. "Okay, I don't got this. Help! Somebody!" He shouts for help. "Hey, Queens. Heads up." Steve calls out and Peter sees Thor's hammer flying past. Peter webs it and goes flying as his repulsers fix and he starts flying through the chaos as a blast hits him and he goes falling towards the ground and hogs the gauntlet close to not let it go. As he's there, he starts putting his plan into effect. Everyone is getting hit until the blasts finally stop. They start firing upwards. "What the hell is this?" Sam asks what they're all thinking. "Friday, what are they firing at?" Tony asks his AI. "Something has entered the upper atmosphere." Friday tells him as they see a ball of light charging through and slams into Thanos' ship, destroying it revealing Captain Marvel as she destroys the ship entirely. "Danvers, we need an assist here." Steve tells her as Scott gets the quantum tunnel activated.

Carol flies down and sees Peter holding the gauntlet. "Hi..." Peter says in disbelief that the most powerful woman in the universe he's heard so much about is standing in front ot him. "I'm...Peter Parker." He introduces himself. "Hey, Peter Parker. You got something for me?" She asks him as Peter hands her the gauntlet and sees Thanos' army coming at them. "I don't think even you can take on all of them." He tells her honestly as the over female Avengers show up and they all charge at Thanos' army and Peter just hoped his plan works the way he planned.

They start using their powers and make their way through Thanos' army like it's nothing. Carol starts flying straight toward the tunnel. Thanos sees their objective and charges at her. Pepper, Tony and Peter run through and blast Thanos with their repulser cannons to keep him down but it has no effect on Thanos as he gets up and sees Carol flying towards the tunnel and throws his sword to it. Vision does flying in to try to stop the sword but it's too strong even for him and he slams into the tunnel himself, causing it to explode. The gauntlet falls right at Tony's reach and as Thanos runs at it, Tony tries keeping him back but Thanos knocks him out with a punch.

Thanos runs at the gauntlet again and Thor comes in swinging stormbreaker again and Thanos counterattack's every hit as Thor falls his hammer she uses it to hold Thanos down. As he reaches closer to kill him, Thanos gathers more strength by Captain comes in and helps hold him down and Thanos uses his head and hits Thor's head and he falls. Thanos grabs Cap's head and swings him around and punches him and he once again reaches for the gauntlet. Carol comes flying in and hits his knee and keeps him from putting the gauntlet on and starts beating him until Thanos dodges one of her hits and sends her flying and she crashes. Thanos then places the gauntlet on and gets ready to snap when Carol holds the gauntlet open and blinds Thanos from seeing the stones except for the brightest stone. The power stone. He grabs the power stone and uses it to hit her backwards.

He places the stone back and gets ready to snap. Bruce comes charging in and starts punches Thanos. "Round 2, ugly." Bruce tells Thanos as they begin their second fight. Bruce uses his strength and brains but it's still not enough As Thanos beats him and throws him like he was nothing and raises his hand again. "I am...inevitable." Thanos says and...SNAP. They all wait for the inevitable to happen and...nothing happened. Thanos gets confused and looks at the stones and realizes the soul stone is missing. He starts getting confused as Thor throws stormbreaker into his chest while he wasn't looking. They all come up to Thanos and look at him as he starts dying. "But...who...?" Thanos asks confused. "Yeah, Who has the stone?" Scott asks confused. "Oh." Peter says and they all look at him. "Looking for this?" He asks, opening his core to the Iron-Spider and reveals he hid the soul stone inside his suit. "Hey, I figured...in case he did somehow get the stones, might as well have 5 out of the 6 to take us out. You know, backup plan." Peter tells them. "How did you get the stone?" Shruri asks him.

Peter falls while holding the gauntlet as Thanos' ship starts blasting everything. While he's down, Peter starts reconfiguring the gauntlet to give him one of the stones and as Carol is destroying the ship, he hides the soul stone in his chest piece, as it gives the same glow as his arc reactor, blending it in. "Hi, I'm Peter Parker." Peter tells Carol.

"It was pretty easy." Peter tells them as he takes the soul stone out of his chest. "Now, him?" He asks regarding Thanos. "But...I'm inevitable." Thanos says to them. "Yeah?" Steve asks him. "Well, were the Avengers. We are strong when assembled. We fight as one." (You get it?) Steve tells him as Thor swings and goes for the head again, killing him properly. "Oh, now he went for the head." Peter says to Thor. "And wait, you're Thor? What happened?" Wanda asks him. "And what do we do with the stones?" Scott asks. "We still gotta return them to their time periods." Bruce says. "All except the soul stone." Strange says. "Thanos is the only one to ever want the stone. Romanoff gave her life for the stone. That forged a deal between the user and the stone. Destroy the stone, you break the deal." Strange informs them. "Can you speak English?" Quill asks him. "I'm pretty sure he's saying "break the stone to get friend back", Quill." Peter tells him. "Thor?" Strange asks him as he takes the stone form Peter's hands and places it on the ground. Thor swings stormbreaker to destroy the soul stone and it shatters.

They all wait for something to happen, when Natasha appears out of the blue. "Nat?" Clint asks and runs to hug his friend he thought he lost. "Don't ever do that again!" Clint tells her. Peter sits against the rubble not knowing what to do now. Rocket Come duo to sit next to him. "That was a genius move back there, kid." Rocket tells him. "Thanks. I just figured it couldn't do any harm to be being the one stone with the least amount of power." Peter tells him.

"So...regarding what you told me in the jungle, 5 years ago..." Rocket starts the conversation he wanted to have with him for the past several years regarding what Peter called him. "I meant it, you know." Peter tells him. "You've been there when I needed you, you've helped me through my rough moments. You've always been there, Rocket." Peter tells him and Rocket is speechless. "Plus, you were the only man I knew the longest." Peter tells him. "What about Groot?" Rocket asks. "Back then, he was more like the uncle you'd never leave your kid alone with. Now...he's like my annoying teenage little brother." Peter states and Rocket couldn't disagree. Rocket takes out a small flash drive from his suit that luckily didn't get damaged and hands it to Peter. "What's this?" He asks Rocket. "It's everything you missed on earth, kid." Rocket informs him. "You asked me to find them. I found them, but you won't like what's left of the world you once knew." Rocket warns him. Peter holds the flash drive up and realizes this holds wehere to find his friends and family...what's left of them.