This might just work - Chapter 1 - Imanepilepticfreak (2025)

Chapter Text

Steve was sleeping with his fellow Howling Commandos with Dum Dum on lookout.

It had been a week since he lost Bucky and he still had nightmare from that day.

At the forward car trooper turned back to Steve as he got to his feet. The trooper aimed at the star on Steve's chest. Bucky grabbed Steve's shield off the floor and leapt in front.

"Bucky, no!" Steve said.

The cannon fired, hitting Bucky square in the shield blowing him through the hole in the wall. With a last desperate effort, Buck snagged the jagged edge. The trooper's weapon was momentarily spent by the blast. As it started to power back up. Steve lunges, grabbing Bucky's slipping hand. Steve started pulling him back in. Then The Trooper fired, vaporizing Bucky's arm Into a blue mist.

On the roof, Jones stared in horror as Bucky's body whipped away, tumbling into a bottomless gorge.

Back at the forward car Steve reached out in anguish.

"BUCKY!" he said but the only response was wind and the clatter of train wheels.

Then he sat up panting to hear Dum Dum.

“Cap!” Dum Dum said and Steve got up, grabbed his shield and ran out to see everyone else out.

“What’s going on?” Steve asked and saw two people.

“Where the hell are we man?” a black man asked.

“Where do you think we are Sam? Where Strange said he’d take us!” a white man said.

“Calm down.”

“Who are you?” Steve asked and they turned around.

“I’m Sam Wilson. I’m from the future and here to help you stop everything we can from happening.” Sam said.

“And you?” Steve said and the other man took a deep breath.

“I’m Bucky Barnes. I’m from the future to. Sam’s right, the future is a mess and we need to try and stop it.” Bucky said and they all froze.

Suddenly there was a shot and Bucky jumped in front of Sam throwing his left arm out to block it.

“Hey! Watch it Dum Dum!” Bucky said annoyed.

“Prove you’re Barnes!” Dum Dum said.

“Ask me anything and I can answer it.” Bucky said strong.

“What position am I at?”

“Corporal which means even though you’re older than me, you have to listen to me.”

“What did it take for me to join the team?”

“For Steve to open the tab at Whip and Fiddle bar.”

The more questions that were asked the more they realized it was Bucky and the more shocked Sam was that Bucky had still hidden so much from him.

“Is that enough, Corporal?” Bucky asked. “Or is this going to have to be an order to stop?”

“That’s enough.” Dum Dum said.

“G-” Bucky started but stopped when he heard something and froze.

“Buck?” Steve said but Bucky raised a hand telling him to shut up.

Sam looked at him and knew that look watching Bucky slowly take out a knife.

Then he quickly turned around and threw it hitting someone in the chest getting everyone but Sam to jump.

“Oh my god!” Steve said in shock while he watched Bucky jump over a gunshot.

“Don’t just stand there! It’s HYDRA you idiots!” Bucky said and they snapped back into it and started. “Sam!” he said and Sam looked at him. “Hand it over for a second.” he said and Sam nodded while the others watched confused.

Then Sam grabbed the shield they all know getting them to gasp, tossed it to Bucky who caught it and tossed it as strong as he could hitting four of them.

“Damn!” the Commandos said while Bucky jumped and caught it landing on his feet.

“Nice.” Sam said.

“Thanks.” Bucky said and tossed it back to him. “I think it’s time for them to see what their creation really becomes in the future.” he said and Sam looked at him concerned but nodded.

“What is he talking about?” Steve asked.

“You’ll see.” Sam said and watched Bucky standing there while multiple HYDRA came around him.

“BUCKY!” Steve yelled and got ready but Sam stopped him.

“Just watch.” Sam said and they all watched.

“I thought they already had you?” one of them said and Bucky looked at them all.

“Вы делаете. Я просто из будущего.” Bucky said, took out a knife and stabbed one of them in the neck killing him, jumping over a gunshot, grabbing it himself shooting back, using knife getting another in the heart, pulling it out and getting another with a deep cut in the chest.

While the Commandos watched they were horrified at what their friend, second in command, second youngest member and best sniper member could do now.

Suddenly they saw him stabbed in the stomach by the last one but didn’t wince, twitch or anything but stab the man in the chest and strangle his neck.

When the man was dead Bucky stood there looking at what he had just done and took a shaky deep breath while the others stood there in shock and Sam went to check on him.

“You good?” Sam asked and saw the look in his eyes. “I want the truth.”

“I’m gonna have nightmares for weeks, but I’ll be fine.” Bucky said and Sam nodded.

“Bucky!” Steve said in horror and they looked at him.

“What?”

“Y-your stomach!” Steve said and Bucky looked at it.

“Oh, that? I’ve had worse.” Bucky said waving his hand.

“WHAT?” the others said shocked and horrified.

“He’s right.” Sam said. “Now sit down while I grab the first aid kit and clean ya up, as usual.”

“I’m fine Sam. It’ll heal in an hour. Two tops.” Bucky said.

“It could be infected!” Morita said.

“That hasn’t happened since maybe 41?”

“Buck, just take out what Strange gave us, show them and I’ll clean you up. Got it?” Sam said and Bucky sighed.

“Fine.” Bucky said, reached into his pocket and grabbed something. “This, will show you what has been going on from a little of 1945 but mostly 2012 to 2024. Only a few things, not all. There will be things including the Tesseract in 2012, HYDRA in 2014, what happened to me after that fall in 2014 and more.” he said and looked at them all. “We can stop this, I don’t know about all of this, but at least some of this.” He said and they nodded so he put it down and hit the button.

At the far end of the hanger, a door opened, letting in the glare of daylight. Steve chased after the plane, but the huge bomber picked up speed and started pulling away. Suddenly, an engine revs and Schmidt's car came up alongside the still-running Steve, Phillips behind the wheel.

"Get in." Phillips said and Steve jumped in without the car ever slowing down. In the back, Peggy chambered a round into Phillips' shotgun.

In the cockpit Skull accelerated and on his monitor, he spied his car.

At the Hanger Phillips gained on the plane. Just then, the bomber's rear propellers spun into a blur. The plane widened the gap and Phillips saw a toggle switch on the dash, "Compressor." He hit it and the car leapt forward, throwing them back. Steve climbed over the windshield and steadied himself.

"Closer!" Steve said and Phillips floors it.

The car surged toward the propellers. Steve dropped just as the propellers shave off the HYDRA hood ornament and shared a worried look with Peggy.

In the cockpit Skull raced for the mouth of the tunnel.

At the Hanger Phillips came up alongside the plane's huge tire.

"Hold it steady this time." Steve said.

"Wait!" Peggy said, grabbed him by the neck and kissed him.

When they broke off, he looked at her, wide-eyed.

"Go get him." she said and he nodded stunned then looked to Phillips.

"I'm not kissing you!" Phillips said.

At the cockpit Skull punched the throttle, the speedometer red-lining.

At the Hanger Steve braced himself on the hood. Phillips pulled to within inches of the spinning wheel.

On the cliff the plane burst out of the tunnel and Phillips saw the gorge ahead. He slammed on the brakes. At the last moment, Steve leapt, snagging the landing gear. The plane shot over the edge, sailing into the air. Phillips skid to a stop and Peggy saw Steve hanging on.

At Suborbital bomber, landing gear Steve locked his arm around a strut. The plane gained altitude and he looked for a way in. Just then the landing gear groaned and the wheels retract. Steve found himself riding the landing gear right into the flight deck. He stared, awestruck and realized the propellers are attached to eight fighters inside the wing. Each features a snub-nose cube bomb as its nosecone. A bullet ricochets off his shield and he spun as the eight pilots rush down a ramp from the bridge. He flipped into a flying spin kick, dropping two pilots where they stand. The others move in on him. He threw one across the flight deck and out of the plane then smashed another with his shield. A huge pilot faces off against Steve. He swung a chock, clocking Steve in the head. Steve staggered onto a fighter and the big pilot leapt on him.

Inside the fighter's cockpit, another pilot saw his chance.

He pulled the release lever and the fighter dropped, with Steve and the pilot still aboard.

At the pod fighter Steve held on as the fighter shot through the air. The big pilot hung on to Steve's boot but Steve kicked. Once. Twice. The big pilot lost his grip, tumbling into the propeller.

Inside, the fighter pilot looked up, astounded to see Steve still hanging on.

He executed a barrel roll. Steve's eyes roll back, skin rippling form the G-force. The pilot jerked the stick but Steve hauled himself forward and grasped the edge of the cockpit and slid it open.

The pilot evaded Steve's grasping hand. Then Steve reached down and pulls red the ejector switch. The pilot blasts into the sky, smashing into the underside of the bomber's wing. Steve climbs in and hauls on the stick, righting the plane.

At the Suborbital bomber cockpit Skull checked an electronic map, showing the plane's progress toward America. Then he looked out the windshield and froze. Steve's ragged fighter came swooping up out of the clouds, propeller whirling.

On the Pod fighter Steve yanked the stick, flying shakily toward the flight deck.

His pod fighter skid across the flight deck finally coming to a stop in a shower of sparks and screeching metal. He pushed the canopy off and climbed from the wreck. Then he strapped on his shield and looked toward the cockpit.

He kicked open the door to find stillness and stepped warily toward the control platform. He saw the pilot's chair empty. Suddenly, he heard the whine of a HYDRA assault rifle powering up. His eyes dart to the window and saw a reflection of Skull aiming at his back. Steve whipped around, shield raised, deflecting Skull's shot. The blast ricocheted, blowing out a pane of the cockpit glass and the wind roared.

"You don't give up, do you?" Red Skill asked.

"Nope." Steve said and charged at Skull, who fired again.

Blue bolts ricochet around the cabin. Steve swings, bashing the rifle from Skull's hands. Skull swings. Steve puts Skull in a headlock. Skull throws Steve into a bulkhead.

Steve swings his shield, but Skull grabs it with both hands. The two super soldiers strain, eye to eye.

"You wear a flag on your chest and think you fight a battle of nations? I have seen the future, Captain. There are no flags but Hydra's." Red Skull said.

"Keep the future. I'm looking for a little here and now." Steve said and slammed Skull in the jaw with the shield.

Skull staggers then Steve cocked back and hit Skull with an uppercut. The impact drove Skull up and into auto pilot controls and the autopilot disengaged and the plane lurched violently.

At Suborbital bomber the massive plane spun into a barrel roll. Through the cockpit window Steve and Skull tumbled to the ceiling.

They crash across the whirling cockpit. Steve grasped for a handhold. The plane jerked again, throwing them together. They battle in chaotic ZERO-G. Steve powered Skull into the ceiling and Skull elbowed him into the wall then tried to reach the autopilot but Steve used his momentum to swing around a strut and slammed his shield into Skull's head. Skull based against the wall, but adeptly bounced back. He grabbed a strut and kicked Steve toward the back bulkhead. Skull flew at the autopilot controls and Steve slammed hard into the steel wall. Skull found a handhold and hit the autopilot button.

At the bomber the giant plane pulled out of its dive.

At the cockpit gravity returned with sudden violence. Steve smashed to the floor, his shield rolling away. He lied momentarily dazed with his eyes flutter.

"You could have the power of the gods..." someone said and Steve looked up to see Skull advancing, luger drawn. "And you will not admit you want it?"

Standing in front of the cube housing, Skull took dead aim at the star on Steve's chest.

"I want what every soldier on every battlefield wants..." Steve said and eyed the shield at his feet. "I want to go home."

"I want this war to end." someone said.

Steve slammed his heel onto the shield, flipping it into the air. Skull fired but Steve jumped to his feet, grabbing the shield, blocking the blast and whirled and hurled his shield.

The spinning disc hit Skull in the ribs with a sickening crunch, knocking him off his feet smashing him into the cube console. Blue energy arcs and crackles from the damaged machinery. The energy gauge pins at overload.

Skull pulled himself to his feet, staring in alarm as the cube rise from the machine, glowing with a violent intensity. He stared, reached out and extracted the cube. Steve gaped as the cube burn the glove off Skull's hand, exposing the scarred flesh.

The plane seemed to vanish around him. Visions of the nine realms dance in the light and a rainbow portal stretched past an observatory and into space.

"Valhalla..." Red Skull said.

"I was right..." someone said.

"It is real..." someone else said.

"Yes, I understand..." someone else said.

"I have waited so long..." someone else said.

The visions sped up until they blur. Suddenly, the cube vibrated violently and Skull looked worried.

"No." he said and Steve whipped up his shield as energy shot from the cub. "NO!" he said and energy bolt ricochet off the ceiling and strike the skull, vaporizing him as the cube went NOVA.

At the bomber a massive column of energy shot toward space, growing in intensity until it explodes outwards, evaporating the clouds.

Light glared through the cockpit windows. Then faded and the plane whipped past.

In the crockpot Steve stood, woozy. When his vision returned, he saw the inert cube and took a step toward it. Suddenly, the plane banks violently, its engines roaring. He raced for the controls and the forgotten cube tumbled across the flight deck. Tink... tink... tink... and flew out a hole in the fuselage.

Steve climbed into the chair as the control stick steered automatically. He wrestled it, trying to override the plane but it won't alter course. He stared at the monitor and the green map of Manhattan.

In the Control Tower the radio squawked in the empty control room.

"Agent Carter, come in..." Steve said on the radio and Peggy ran in and grabbed the radio, frantic and relieved.

"Steve, is that you? Are you okay?" Peggy asked.

"I'm fine."

Through the window, the invaders were rounding up the surrendered HYDRA men.

"Where's Schmidt?" Peggy asked.

"Schmidt's dead." Steve said on the radio.

"What about the plane?"

"That's a little bit harder to explain."

On the suborbital bomber Steve stared at the New York map, radio in hand. His compass lied open on the control board.

"Give me your coordinates. I'll find a landing site-." Peggy said.

"There isn't going to be a landing. Schmidt's locked the navigation system." Steve said and eyed the relined engine gauges in front of him. "And there's more than enough power to reach the East Coast." he said and she looked grave then waved Phillips down.

"I'll get Howard on the line. He'll know what to do."

"I'm sitting on a hundred tons of explosives. Hot wiring this thing's not an option." he said and looked out the window at the vast, blue expanse of ocean. "I've got to put her in the water."

Peggy spread her fingers on the wall, her knuckles white.

"But you said you couldn't steer it." she said.

Steve scanned the control panel and saw a thick cable running from the ignition to the engines.

"I can't. But I think I can crash it." he said and yanked the cable out.

Blue sparks flare then all the lights die. The engines stop and the plane went quiet.

"Steve, don't do this. We've got time. We can figure this out." Peggy said.

Steve eyed the navigation charts.

"I already did. Right now, I'm in the middle of nowhere. If I wait any longer, a lot of people are going to get hurt." he said. "Peggy, this is my choice."

Peggy and Phillips looked at each other, slowly accepting what's happening.

"We'll send out rescue ships. We'll find you." Peggy said.

"I don't think there's going to be much left to find." Steve said and leaned on the stick with all his might and the plane started a screaming dive. "Peggy?"

"I'm here."

Steve's compass spun wildly and he just stares at her picture.

"I'm going to need a rain check on that dance."

"All right. A week Saturday. The Stork Club." she said holding back tears.

"Okay. You got it."

"8:00 on the dot. If you're three minutes late I'm leaving, do you understand?"

"I still don't know how to dance."

She closed her eyes.

"I'll show you. I'll show you everything. Just be there."

Clouds whip past the windows as the plane plummets. Steve pocketed the compass and slid his mask over his face. Arctic ice rushed up at the cockpit window.

"Maybe the band could play something slow, I'd hate to step on your-" he started.

HISS. The radio in Peggy's hand went silent. Phillips put a hand on her shoulder. She just stared out the hanger at the blue sky beyond.

In the Arctic Ocean the plane skid violently across a glacier. It careened off the edge and crashed into an icy lake. The plane floated for a moment, then started to sink. Bleed in the sound of a cheering crowd.

At Trafalgar Square people lean from balconies, holding the V for Victory sign. A paper on a newsstand read, "WAR OVER!"

At The Whip & Fiddle Pub amidst the revelry, Morita, Jones, Dernier, Falsworth and Dugan stood at attention. Their bags rest against the wall. They solemnly raise their glasses.

Underwater the plane sank slowly in the icy water.

At Stark search boat a trawler bobs on the ocean's surface, at anchor. All sorts of antennae sprout from the wheelhouse.

At Stark search boat, Wheelhouse Howard hunched over a monitor on a high-tech bridge.

His assistants eye SONAR and Radiation detectors. One featured a steady green blip.

On Howard's screen: grainy video footage of the sea bottom.

Sand and fish roll past as the camera explores the terrain.

Howard peers. He stops the camera sub, adjusts the monitor, bringing into focus...

The cracked inert cosmic cube.

He operated a pair of joysticks and two robotic claws extend. They reach out and clasp the cube and he exhaled and looked to his assistants.

"Move us to the next grid point." he said.

"But there's no trace of wreckage, sir. And the energy signature stops here." his assistant said and Stark pushed back from the monitor, spent, grim.

"Just keep looking."

At the Arctic Ocean the plane's wingtip slipped below the ice.

Underwater Steve's shadow went thorough the cockpit window. He slumped, strapped in his chair.

At allied headquarters, briefing room Phillips signed and official report. "CLASSIFIED-CAPTAIN AMERICA." He stamped it: "INACTIVE" and slid it into a red box marked "TO BE DESTROYED." He looked up as Peggy walked in and regards her, stoic, suppressing his emotion.

"No one said we have to forget the man, Agent." Phillips said and she nodded.

Then she picks up the box and put it with others on a table near the door. For a moment, she just stood there, overwhelmed.

She opened the box, taking out A photo of pre-rebirth Steve and smiled, tucked it in her pocket, closed the box and left.

Underwater the plane was just a shadow.

On a New York street, two boys played. One fires a toy gun. The other blocks imaginary bullets with a garbage can lid.

After a moment, we can hear, ever so faintly... the sound of a Brooklyn dodgers game on the radio.

In a 1945 room Steve looked paler and thinner but alive.

His eyes flicker open to see and old glass light fixture on a white ceiling. He sat up and found himself on a bed in a quiet, 1940s room. The sun shone through white curtains and the Dodgers game played on an old vacuum tube radio on a wooden dresser.

"Workman up for the Phillies, now." the radio announcer said. "Holding that big club down at the end. He set, Chipman pitches. Curveball, outside. Ball one."

Steve slid his bare feet to the worn, wooden floor.

"Good morning." SSR agent said and Steve turned to see a 1940s brunette sitting in a chair. She folded a copy of The Brooklyn Eagle and checked her watch. "Or I should say, afternoon." she said smiling gently.

"I don't...remember going to sleep." Steve said.

"Well, it was quite a while ago."

Steve rubbed his face as the radio played.

"So the Dodgers are ahead eight to five. And Chipman knows one swing of the bat and this fella's capable of making it a brand new game." the announcer said and he looked at the radio then took a long look at her.

"How long have I been out?" he asked.

"Outfield deep, round toward left, the infield over shifted."

"I'm afraid I couldn't say With lightning speed," SSR agent said and Steve grabbed her arm. "Captain Rogers, please!"

"Who are you? How do you know my name?" Steve asked.

"We know all about you." SSR agent said wincing.

Then, a large, menacing man in strangely modern garb rushed into the room and carried a set of metal restraints.

"Here's the pitch from Chipman..." the radio announcer said and Steve let go of the SSR agent and stared at the man moved into him. "Swung on, belted, it's a long one, deep into left center, back goes Galan. Back, back, back..."

Suddenly, a door exploded into the hallway, blown off its hinges by the flying body of the manacle man. Steve staggered out.

He raced into a busy, modern lobby and SHIELD operatives stare. MP'S appear ahead of him.

"Halt!" SHIELD MP said but Steve bowled them over and ran for the door.

At SHIELD Hospital Steve burst outside and took a few steps then stopped.

Modern cars honked and roared in the street. Towering plasma billboards play moving ads featuring lots of flesh. Modern people rush past, iPods and cell phones to their ears. Steve staggers, confused. He glanced over his shoulder to see the MP's rushing out. He took off, sprinting down the crowded sidewalk.

Steve skid into an alley and stopped, panting, freaked then looked down the alley only to find a dead end.

"At ease, soldier." someone said and he turned to see Nick Fury standing alone at the alley entrance.

"Who are you?" Steve asked.

"Colonel Fury, Director of SHIELD. You would have known us as the Special Scientific Reserve." Fury said and Steve's eyes narrow.

"Where am I?"

"Round about 34th and 5th."

Steve looked confused. Fury nodded over his shoulder at the empire state building rising above them. Steve gasped and Fury waved a couple of MP's to block off the alley. They stood at attention.

"Sorry about that little show back there. See, there's no precedent for what you've been through. We couldn't tell how delicate your mental state might be. We thought it best to break it to you slowly." Fury said.

"Break what?"

"You've been asleep, Captain. For almost seventy years." Fury said and Steve looked around, stunned.

"Seventy..." he said sledge-hammered. "The World of the Future."

"Well, thanks to you, there is one." Fury said and Steve eyed him.

"What about the war? Did we win?"

"Hell, yes. Unconditional surrender, baby. And taking down HYDRA was a big part of that." Fury said and Steve reeled.

"How am I... not dead?"

"To be perfectly honest, we're not sure yet. My docs day it's some kind of suspended animation. Dr. Erskine's formula, the extreme cold... I can't break it down for you on a cellular level, but you haven't aged a day since that plane went down."

Steve looked around, overwhelmed. Above him, a highway sign read "FDR DRIVE, NEXT LEFT."

"You don't mind my asking, what gave us away back there?" Fury asked.

"What? Oh. Bob Chipman was traded for Eddie Stanky during the '44 season. He's with the Cubs now." Steve said. "Or... was." he said troubled.

"I know it's a lot to swallow. But the world's not as different as it looks. There's still work to be done..." Fury said and pointed. "Soldier's work." he said and Steve met his eyes.

Fury signaled to one of the MP's and brought forward a case. Then he opened it, revealing Steve's battered shield.

"The world could still use a man like you, Cap." Fury said and Steve touched the shield, remembering. "Take your time. God knows if anybody's earned it, you have. All the same..." he said, offered his hand and Steve took it. "There's a place for you on the team." he said and Steve rubbed his head, so many things coming back. "You sure you're all right?"

"Yeah. It's just..." Steve said. "I have a date." he said quietly.

Steve, Tony and Fury were in the conference room gathered at a table with Hill standing to the side. Then he pulled a handful of cards out.

"These were in Phil Coulson's jacket. Guess he never did get you to sign them." Fury said and scattered them on the table. "We're dead in the air up here. Our communications, location of the cube, Banner, Thor. I got nothing for you. Lost my one good eye. Think I had that coming." he said to Tony and Steve. "Yes, we were going to build an arsenal with the Tesseract. I never put all my chips on that number, though, because I was playing something even riskier. There was an idea, Stark knows this, called the Avengers Initiative." he said and reached a chair between Tony and Steve. "The idea was to bring together a group of remarkable people, see if they could become something more. See if they could work together when we needed them to, to fight the battles that we never could. Phil Coulson died still believing in that idea, in heroes." he said and Tony stood up and walked out. "Well, it's an old fashioned notion."

At a remote field Thor was making his way over to Mjolnir but hesitated to pick it up, fearing he wasn’t worthy and clenched his fist.

At a abandoned warehouse Bruce woke, naked, in a pile of rubble where a security guard stood over him.

“You fell out of the sky.” the security guard said.

“Did I hurt anyone?” Bruce asked.

“There's nobody around here to get hurt. You did scare the hell out of some pigeons though.”

“Lucky.”

“Or just good aim. You were awake when you fell.”

“You saw?”

“The whole thing, right through the ceiling. Big and green and buck ass nude. Here-” the security guard said and threw Bruce a some clothes, which he started to pull on. “didn't think those would fit you until you shrunk down to a regular size fella.”

“Thank you.”

“Are you an alien?”

“What?”

“From outer space, an alien?”

“No.”

“Well then, son, you've got a condition.” the security guard said and Bruce stepped down from the pile of rubble in the warehouse, pulling on the shirt. “So, which one is it?”

“Sorry?”

“Are you a big guy that gets all little, or a little guy that, ah- sometimes blows up large?”

“You know- I'm not even sure.”

“You got somewhere to go?”

“Stark Tower. I- no.” Bruce said and the Security Guard looked at him. “Yes.”

“I'd expect some confusion of the mind, since your body's kind of all over the place, but it has to be one or the other.” the Security Guard said and gestured Bruce to follow him.

“I know where I could do the most good, but it's where I can do the most harm.”

“Well, that's no different than anybody else.” the Security Guard said and they walked out the doors.

“Me? I'm here is Jersey where I can't do much of either. And since I'm not likely to move on from this placement, you may as well- pilfer my ride.” Bruce said and the Security Guard gestured to an old motorcycle. “I don't know which way to go.”

“Your mind's already made up, son. The rest of you will follow.”

At Sick bay carrier Clint was strapped to a hospital bed while Natasha sat by him as he strained against the bonds, breathing hard and shaking his head.

“ Clint, you're gonna be alright.” Natasha said.

“ You know that? Is that what you know? I gotta go in though. I have to flush him out.” Clint said.

“ You gotta level out, it's gonna take time.”

“ You don't understand. Have you ever had someone take your brain and play? Pull you out and stuff something else in? You know what it's like to be unmade?”

“ You know that I do.”

“ Why am I back? How did you get him out?”

“ Cognitive recalibration. I hit you really hard in the head.”

“Thanks.” He said and she started removing the strap restraints. “Natasha, how many agents?”

“ Don't. Don't do that to yourself, Clint. This is Loki. This is monsters and magic and nothing we were ever trained for.”

“ Loki. He get away?”

“ Yeah. I don't suppose you know where?”

“ Didn't need to know. Didn't ask. He's gonna make his play soon though. Today.” He said and she walked to the door.

“ We gotta stop him.”

“ Yeah? Who's we?”

“ I don't know. Whoever is left.”

“ Well, if I put an arrow through Loki's eye socket I'd sleep better I suppose.”

“ Now you sound like you.”

“ But you don't. You're a spy, not a soldier. Now you want to wade into a war. Why? What did Loki do to you?”

“ He didn't, I just-”

“ Natasha.”

“ I've been compromised. I got red in my ledger. I'd like to wipe it out.”

In and empty detention room Tony stood over looking where the cylindrical glass cage used to be when Steve entered the room.

“ Was he married?” Steve asked.

“ No. There was a uh- cellist, I think.” Tony said.

“ I'm sorry. He seemed like a good man.”

“He was an idiot.” Tony said and they slowly moved toward each other.

“ Why? For believing?”

“ For taking on Loki alone.”

“ He was doing his job.”

“ He was out of his league. He should have waited. He should have-”

“ Sometimes there isn't a way out, Tony.”

“ Right. How did that work for him?”

“ Is this the first time you've lost a soldier?”

“ We are not soldiers! I'm not marching to Fury fife.”

“ Neither am I. He's got the same blood on his hands that Loki does, but right now we gotta put that behind us and get this done. Now Loki needs a power source, if we can put together a list-” Steve started as Tony looked down at the place Coulson fell where a dent in the wall was.

“He made it personal.”

“ That's not the point.”

“ That is the point. That's Loki's point. He hit us all right where we live. Why?”

“ To tear us apart.”

“ Yeah, divide and conquer is great but- he knows he has to take us out to win, right? That's what he wants. He wants to beat us, he wants to be seen doing it. He wants an audience.”

“ Right. I caught his act in Stuttgart.”

“Yeah. That's just previews, this is- this is opening night. And Loki, he's a full-tail diva. He wants flowers, he wants parades, he wants a monument built to the skies with his name plastered….” Tony said and it hit him. “Son of-a-bitch.”

At Stark Tower rooftop Selvig was setting up the device to open the portal.

At sick bay Clint was is in the restroom and Natasha was sitting on the bed when came in suited up and she stood up.

“ Time to go.” Captain America said.

“ Go where?” Natasha asked.

“I'll tell you on the way. Can you fly one of those jets?” he asked when Clint came over from the restroom, drying his hands.

“ I can.” Clint said and Captain America looked at Natasha, who nodded.

“ Got a suit?”

“ Yeah.”

“ Then suit up.”

In the field, Thor lifted Mjolnir to the skies, Captain America strapped his shield onto his back, Hawkeye put on his quiver, Black Widow powered up her Widow's Bite and her bracelets lit, Tony was in a workshop repairing to his helmet while agents walked by in the as his helmet lit up, Thor summoned a bolt of lightening where field grew dark, with clouds and his armor slowly started to fly on and soon Hawkeye and Black Widow walked side-by-side behind Captain America, leading them through the lower hangar bay while Thor's armor was finally gathered.

The Commandos cheered for Steve while Sam and Bucky just sat there thinking about what happens for the next twelve years.

At a Quinjet Captain America, Hawkeye, and Black Widow walked onto the jet.

SHIELD ENGINEER

“ Hey, you guys aren't authorized to be in here.” a SHIELD engineer said.

“ Son, just don't!” Captain America said.

“Son?” everyone said and laughed.

“Steve, you are officially old.” Dum Dum said.

“Oh no Dum Dum.” Steve said and pointed at Bucky. “He is old!” he said and they laughed even harder while Bucky glared at them and Sam snickered covering his mouth.

“By a year!” Bucky said and looked at Sam. “Hey! Biologically I’m older than you but mentally and physically you’re older than me!” he said and smacked the back of Sam’s head.

“Ow!” Sam said and rubbed the back of his head.

Steve couldn’t help but feel pain at seeing Bucky do that to Sam and not him now.

He was happy he made a new friend, but at the same time he couldn’t help but feel as though in the future, he himself made a big mistake in the future.

On the bridge air deck Fury was holding Coulson's cards, over looking the air deck when Hill walked up behind him.

“ Sir.” Hill said.

“ Agent Hill.” Fury said.

“ Those cards, they were in Coulson's locker, not in his jacket.”

“They needed the push.” he said staring at the cards and saw the quinjet and Iron Man take off towards the city.

“ We've got unauthorized departure from Bay Six.” Intercom voice said.

“ They found it. Get our communications back up, whatever you have to do. I want eyes on everything.”

“ Yes, sir.” Hill said.

In the skyline Iron Man was flying toward the city and his suit was losing power as he kept making his way to Stark Tower.

On Stark Tower rooftop Selvig, still under the control of Loki, was ready to activate the device he created with the Tesseract when Iron Man slowly reached.

“ Sir, I turned off the arc reactor. The device is already self-sustaining.” JARVIS said.

“ Shut it down, Dr. Selvig.” Iron Man said.

“ It's too late! She can't stop now. She wants to show us something! A new universe.” Selvig said.

“ Okay.” Iron Man said annoyed and fired at the barrier around the device, but the Tesseract deflected it, sending the energy outwards, knocking them both back.

“ The barrier is pure energy. It's unbreachable.” JARVIS said.

“Yeah, I got that.” Iron Man said and looked down to see Loki on the platform outside the penthouse. “I'm beat.”

“ Sir, the Mark Seven is not ready for deployment.”

Inside Iron Man helmet.

“ Then skip the spinning rims, we're on the clock.” Tony said, landed and as his suit was deconstructed, he walked through into the tower penthouse, watching Loki carefully as Loki walked in as well.

Inside the Penthouse, Loki walked forward as Tony went behind his bar.

“ Please tell me you're going to appeal to my humanity.” Loki said.

“ Uh- actually, I'm planning to threaten you.” Tony said.

“ You should have left your armor on for that.”

“ Yeah, it's seen a bit of mileage. You've got the uh- blue stick of destiny. Would you like a drink?”

“ Stalling me won't change anything.”

“ No, no, no- threatening. No drink? You sure? I'm having one.”

“ The Chitauri are coming, nothing will change that. What have I to fear?”

“ The Avengers. It's what we call ourselves, sort of like a team. 'Earth's Mightiest Heroes' type of thing.”

“ Yes, I'm met them.”

“ Yeah, takes us a while to get any traction, I'll give you that one. But, let's do a head count here. Your brother, the Demi-God;” Tony said as Loki turned away and Tony slipped a pair of bracelets onto his wrists. “A super soldier,

“One out of two apparently.” Steve said and saw Bucky and Sam look a little uncomfortable. “Right?”

“Uh, s-someone figured out how to make it a few years ago and finished it last year. He made twenty doses but only seven people got it. Five out of seven are in prison thanks to me and Sam, one of them was killed and the other was the man that took Captain America for a while. We went to Bruce for help us find a cure to reverse it. Unlike his try and make the serum he was able to make that perfectly.” Bucky said and took a deep breath. “Along with, H-Howard using your blood that they took after you got the serum. When HYDRA found out he made a version, they had me get it and they put it in six of the most deadly people there were. Only one of them could beat me though. They were put in Cyro freeze like me for years because they were to much. From that day forth, they only trusted me to do their dirty work and was the only one they let out. In 2016, someone killed them leaving just you, me and someone HYDRA captured as the three Super Soldiers. This man is black like Sam and is one of the only people that beat me. I knew he wanted nothing to do with the life I had so I never told anyone about him so he could have a good life.”

“The man that killed the other Winter Soldiers name is Zemo. Bucky broke him out to help us when we found out it was recreated.” Sam said.

“He was the best we had and you know it.”

“He made you turn into full Winter Soldier while we were in that town and I knew you were seconds away from an all-out panic attack!”

“I had no choice! And at least I had control of myself that time unlike 51, 63, 91, 09, 14, 16, 17 and until that last night of 18!” Bucky said fighting tears. “You know what I’ve done. But I had to do it. All I did was break a few bones, block a few punches, throw a few people and choke a guy. That’s it. The only other times I’ve killed someone is a mission with you.” he said and Sam took a deep breath to calm down and nodded. “Natalia said I only killed dozens of people. When in reality, I’ve killed hundreds.”

“Who?” everyone said confused and he sighed.

“Natasha Romanoff. A Black Widow, Avenger and one of the Black Widow’s I trained in the Red Room in the 90’s.”

“You’re the reason she was so good?!” Sam said in shock and Bucky nodded. “OK, is there anything else I should know about?”

“Uh, we had a relationship goin’ on for about two years before Madam B and Karpov found out putting me back in cyro freeze until the next attack in 09 where I shot Natalia in the stomach.” Bucky said and they all blinked a few times. “What? I was brainwashed every time I was taken out of cyro freeze or showed even one sign of remembering something!” he said and Sam shivered thinking about Bucky and Natasha dating.

“I’m gonna have nightmares for weeks now.” Sam said and Bucky smirked.

Steve was shocked and confused but then remembered that Bucky had forgotten everything, including what he really was so stayed quiet not risking his secret.

a living legend who kind of lives up to the legend; a man with breath-taking anger management issues; a couple of master assassins, and you, big fella, you've managed to piss off every single one of them.”

“ That was the plan.” Loki said and Tony started walking to the center of the penthouse where Loki was.

“ Not a great plan. When they come, and they will, they'll come for you.”

“ I have an army.”

“ We have a Hulk.”

“ Oh, I thought the beast had wandered off.”

“ Yeah- you're missing the point. There's no throne, there is no version of this, where you come out on top. Maybe your army comes and maybe it's too much for us, but it's all on you. 'Cause if we can't protect the earth, you can be damned well sure we'll avenge it.” Tony said and Loki walked over to Tony, pointing his scepter.

“How will your friends have time for me, when they're so busy fighting you?” Loki said, walked up to Tony, put the tip of the scepter over his heart and clinked it against the arc reactor. “This usually works.”

“Well, performance issues. You know?” Tony said and Loki grabbed him by the throat and threw him across the room. “JARVIS, anytime now.” he said and Loki grabbed him again.

“ You will all fall before me.”

“JARVIS. Deploy.” Tony said and Loki sent him crashing through the window, plummeting toward the ground. “Deploy!”

Behind Loki, the Mark Seven suit went rocketing past and out after Tony catching up to him and, locking on to the bracelets, attached to him and unfold to a full suit. Tony managed to stop his fall moments before he hit the ground and flew back up to Loki at the window.

“And there's one other person you pissed off! His name is Phil.” Iron Man said, fired a repulsor blast at Loki and he was knocked down

Meanwhile the device had powered up and shoots a stream of blue energy at the sky, which opens into a portal where the Chitauri army waits. The hoards of aliens begin to fly through.

Inside Iron Man’s helmet.

“ Right! Army.” Tony said.

In the sky Iron Man sped towards the incoming army, shooting at them and the Chitauri firde back at him. He fires more blasts, spinning out the way, dodging the exploding debris.

Iron Man continues flying higher. BAM! He is hit by a Chitauri hovercraft. He rights himself and releases mini-missiles at the Chitauri, blowing them up.

On the streets of Midtown Manhattan the citizens got out of their taxis and vehicles, looking to the sky running for their lives as the Chitauri came toward them blowing up cars, buildings, and the streets.

Outside a café the Chitauri fired at the restaurant as a waitress and her co-workers were left outside, they duck and took cover from the shots. When they got the chance, they took off inside the cafe.

Then they, and the customers looked out the window at the destruction that the aliens cause.

At Stark Tower landing pad Loki walked out on the pad, his Asgardian armor materializing as he looked out over the chaos below when Thor laned lower on the platform.

“ Loki, turn off the Tesseract or I'll destroy it!” Thor said.

“ You can't. There is no stopping it. There is only the war!” Loki said.

“So be it.” Thor said and Loki leapt at him and they started fighting, a blast from Loki's scepter sending one of the letters of STARK falling to the ground.

At a street in Midtown Manhattan civilians were running for their lives, screaming as several police cars show up and a sergeant and young cop stepped out of their car where they looked up at the Chitauri.

In the skyline the quinjet flew toward Stark Tower, beaming the blue stream to the sky.

“ Stark, we're on a...” Black Widow said over Tony’s helmet.

Inside Iron Man’s helmet:

“ ...three heading north east.” She said over HUD display.

“ What, did you stop for drive-thru? Swing that park, I'm gonna lay 'em out for you.” Tony said.

Then Iron Man flew fast, leading a troop of Chitauri, past Stark Tower where Thor and Loki were still fight each other.

He flew around the building, took a sharp turn causing some of the troop to crash.

On the Quinjet Hawkeye and Black Widow were piloting the plane releasing the canon gun as Iron Man flew past them at high-speed and they released continuous fire at the troop of Chitauri in front of them. They flew through the smoke and up to Stark Tower.

Inside Iron Man’s helmet.

“ Sir, we have more incoming.” JARVIS said.

“ Fine. Let's keep them occupied.” Tony said.

At Midtown the quinjet came around a building, blasting the army who were firing at them. One of the wings were grazed by Chitauri gunfire.

At Stark Tower Thor smashed Loki's head into a glass on the catwalk while they fought.

inside the Quinjet cockpit.

“ Nat!” Hawkeye said.

“ I see 'em.” Black Widow said.

Meanwhile Loki spots the jet. He throws Thor to the floor, then blasts one of the jet's rotor blades with his scepter - it catches fire. Thor sees, angry, charges Loki and tackles him as the quinjet falls to the ground. Loki and Thor throw punches.

Inside the Quinjet Black Widow and Hawkeye held on for their dear lives as Captain America grabbed a hold of the roof as the plane grazed buildings and crashed to the street.

Black Widow and Hawkeye removed their headsets, open the ramp, and Captain America and them exit the jet.

Below Stark Tower.

“ We gotta get back up there.” Captain America said and they ran onto the overpass, looking up at Stark Tower.

They froze as they saw a giant armored Leviathan - a warship of the Chitauri, flew through the portal with more warriors.

They warriors jumped onto the side of buildings and into the buildings where they shot civilians.

“ Stark, are you seeing this?” Captain America asked.

“ Seeing. still working on believing...” Iron Man said.

Inside Iron Man’s helmet.

“ ...Where's Banner? Has he shown up yet?” Tony said.

“ Banner?” Captain America said over the radio.

“Just keep me posted.” Iron Man said andflew after the Leviathan. “JARVIS, find me a soft spot.” he said and the Leviathan tore through buildings, roaring.

At Stark Tower landing pad Thor held Loki down and gestured to the chaos in Manhattan below them.

“ Look at this! Look around you! You think this madness will end with your rule?” Thor said.

“ It's too late. It's too late to stop it.” Loki said.

“No. We can, together.” Thor said and Loki paused, then slipped a knife into his hand and stabbed Thor. “Sentiment!”

Thor gets back up and lifts Loki, then drops him. Loki rolls himself off the edge of the building, only to land on one of the flying Chitauri crafts. He flies off with a troop of Chitauri.

Below Stark Tower Black Widow and Hawkeye were crouched behind a taxi cab as Captain America ran over.

“We've got civilians trapped.” Hawkeye said and Loki flew over them on the flying crafts.

“ Loki.” Captain America said.

On the street Loki and his following troop blowing up the streets. a Japanese family ran away as they were almost shot.

Then a flying craft flew through a Dr. Pepper truck.

Loki and the troop came to a busy street and the one where the young cop and police sergeant were at and blew up cars. The police and civilians ran for their lives.

They're fish in a barrel down there as Black Widow stood and fired both her guns at an incoming group of Chitauri.

“ We got this. It's good. Go!” she said.

“ You think you can hold them off?” Captain America asked.

“Captain, it would be my genuine pleasure.” Hawkeye said, grabbed an arrow and shot it, hitting one alien in the head, the arrow quickly separated into more arrows, killing three Chitauri aliens.

Captain America left the other two fighting and jumped off an overpass, rolling onto a bus and into the street.

Hawkeye helped people off a bus as Black Widow shot her pistols at Chitauri. He ran over to her and started releasing arrows as she shot.

“ Just like Budapest all over again!” she said.

“ You and I remember Budapest very differently.” he said.

At Midtown Manhattan Captain America ran through the street towards a group of police shooting at Chitauri and jumping off cars.

“ It's gonna be an hour before they scramble the National Guard.” The young cop said.

“National Guard!” the police sergeant said and they ducked the two duck to avoid a Chitauri blast. “Does the army know what's happening here?”

“ Do we?” the young cop asked wen Captain America came jumping down on the car in front of them.

“ You need men in these buildings. There are people inside and they can be running right into the line of fire. You take them to the basement or through the subway, you keep them off the streets. I need a perimeter as far back as 39th.” Captain America said gesturing.

“Why the hell should I take orders from you?” the sergeant asked when the two Chitauri warriors attacked Captain America who fought them off easily then turned back to the two men standing there in shock, reacted and walked back to his men. “I need men in those buildings, lead the people down and away from the streets.” he said into the radio. “We gonna set up a perimeter all the way down to 39th street.” he said into the radio.

Meanwhile Iron Man fired a stream of ammunition at the Leviathan, which turns to follow him.

Inside the helmet.

“ It noticed me...” Tony said.

Back outside.

“...yay!” Iron Man said, flew off and the Leviathan followed him.

Below Stark Tower Black Widow and Hawkeye were fighting warrior up close when Hawkeye tripped one with his bow, pulled an arrow and stabbed it while Black Widow used her Widow's Bite on a warrior as she sat on his neck.

Then she picked up a Chitauri weapon and was using it to fight off the warriors. One warrior tried to slice her head off and she slid, dodging it. She jumped to her feet and hit it in the head with the sharp part of the weapon.

Hawkeye knocked over another warrior then grabbed an arrow and shot behind himself, killing another warrior. Then he marched over to another Chitauri and battled him.

Meanwhile Black Widow was taking on three warriors by herself and shot one, then spun around and stabbed one in the neck.

Hawkeye was tackled to the cement by a warrior. He groaned and stabbed one with an arrow, then threw the warrior to the ground. Out of nowhere, another Chitauri attacked him and kicked him onto the trunk of a cab. Black Widow stabbed a warrior with the Chitauri weapon. She hit the other over the head and spun to her knees, aimed in one direction, and fired. Another Chitauri charged, she spun the weapon in that direction and fired then kept firing as Hawkeye fought more aliens in the background.

Then Hawkeye's head was slammed into the roof of a car. Then he was thrown to the ground by a warrior.

Black Widow took on two more Chitauri. They backed her onto a taxicab then hit after her but she moved her head out of the way. Then she got to her feet and tried to hit them with the weapon but a warrior grabbed it and threw her feet into the air. She landed on the car and screamed in pain, breathing heavily.

Then Hawkeye shot more warriors around them, they were becoming overwhelmed but kept on. Black Widow regained her strength, ran to the aid of Hawkeye by firing at Chitauri as he slid and shot at Chitauri. They were becoming surrounded by Chitauri and Winter Soldier rejoined them hitting Chitauri out the way. Thor dropped down from the tower and killed Chitauri with a bolt of lightening. “What's the story upstairs?” Captain America asked.

“ The power surrounding the cube is impenetrable.” Thor said.

“ Thor is right, we gotta deal with these guys.” Iron Man said over their earpieces.

“ How do we do this?” Black Widow asked.

“ As a team.” Captain America said.

“ I have unfinished business with Loki.” Thor said.

“ Oh yeah! Get in line.” Hawkeye said readying some arrows.

“ Save it. Loki's gonna keep this fight focused on us and that's what we need. Without him these things could run wild. We got Stark up top, he's gonna need us to-” Captain America started but stopped seeing Bruce arrive on a motorbike and they walked over and he dismounted, surveying the damage.

“ So, this all seems horrible.” Bruce said.

“ I've seen worse.” Black Widow said.

“ Sorry.”

“ No, we could- use a little worse.”

“ Stark, we got him.” Captain America said in his earpiece.

“ Banner?” Tony asked over Captain America’s earpiece.

“ Just like you said.”

Inside Iron Man helmet.

“ Then tell him to suit up. I'm bringing the party to you.” Tony said.

Back outside Iron Man flew around a corner and towards the group, followed closely by the Leviathan.

“ I don't see how that's a party.” Black Widow said stuttering as Iron Man drew the creature low and it skimmed the road.

Then Bruce turned and started walking away, towards the Leviathan.

“ Doctor Banner, now might be a really good time for you to get angry.” Captain America said.

“That's my secret, Cap. I'm always angry.” Bruce said, transformed into the Hulk and punched the Leviathan, smashing it into the ground.

“ Hold On!”Iron Man said and blast a missile at the creature causing it to explode.

Hawkeye ditched and Thor stood taking the blast.

Iron Man blasts a missile at the creature and it explodes. Barton ditches. Thor stands taking the blast. Captain America shield Black Widow with his metal arm and the Chitauri cry out.

The Avengers stood in a circle, Hulk roared, Hawkeye nocked an arrow, Thor readied Mjolnir, Black Widow loaded her gun, Captain America and Iron Man hovered above them, landing next to the Hulk while Loki looked down from above.

“Send the rest.” he said and they looked up, watching as more Leviathans and hundreds of warriors flew through the portal.

“Guys?” Black Widow said.

“Call it, Captain.” Iron Man said.

“ Alright, listen up. Until we can close that portal up there, we're gonna use containment. Barton, I want you on that roof, eyes on everything. Call out patterns and strays. Stark, you got the perimeter. Anything gets more than three blocks out, you turn it back or you turn it to ash.” Captain America said.

“Wanna give me a lift?” Hawkeye asked Iron Man.

“Right. Better clench up, Legolas.” Iron Man said, grabbed him and flew him up to the top of a building, then flew off.

“Thor! You gotta try and bottleneck that portal, slow 'em down. You got the lightning, light the bastards up.” Captain America said and Thor swung Mjolnir, flying off. “You and me, we stay here on the ground, keep the fighting here. And Hulk!” he said to Black Widow and Hulk turned around facing him, pointing at him. “Smash!” he said and Hulk grinned then leapt off, taking out dozens of warriors that were on the sides of the buildings - grabbing, smashing and throwing them.

Then Hulk leapt across the air and slapped a flying craft out of the air getting Winter Soldier to wince.

Then Thor landed at to the top of the Chrysler building and summoned a bolt of lightning sending it shooting out towards the portal, taking out warriors and Leviathan.

On the Carrier bridge Fury was at his command center watching the news footage when Hill approached him.

“ Sir. The council is on.” Hill said.

Meanwhile Hawkeye was atop a building, firing relentlessly at Chitauri.

“ Stark. You gotta lot of strays on your tail.” he said.

In the streets of Midtown Manhattan a troop of Chitauri warriors were following Iron Man as he flew above the streets.

Inside Iron Man's helmet.

“ Just tryin' to keep them off the streets.” Tony said.

Inside Iron Man's helmet.

“ Well they can't bank worth a damn.” Hawkeye said and shot at crafts but missed, shooting behind his back without looking but the arrow hit another craft, causing it to explode.

“ I will roger that.” Tony said.

Then Iron Man flew by Hawkeye who fired at the crafts, blowing them up. Iron Man swerved behind two crafts and fired at them. He kept taking a series of quick turns as the Chitauri quickly dropped, crashed or followed.

Inside Iron Man's helmet.

“ Oh- boy.” Tony said.

Then Iron Man went flying through a tunnel and turned tightly at the end, sending the last few crafts crashing into a building.

Inside Iron Man's helmet.

“ Nice call. What else you got?” Tony asked.

“ Well, Thor's taking out a squadron down on 6th.” Hawkeye asked over the radio.

“ And he didn't invite me!”

Elsewhere, a Leviathan approaches an office building and the inhabitants look on, scared. We hear fast & heavy footsteps.

It’s Hulk charging through the building, jumping through the window and pulling the creature away. from the building.

Below Stark Tower Black Widow was going to town as she fought a warrior. Then she was thrown upon of a car. As the warrior was about to attack, she used her Widow's Bite on it, shocking him out.

Then she grabbed the Chitauri gun and shot him back. Someone landed behind her so she quickly turned and aimed but it was Captain America.

She stood down and leaned against a car.

“ Captain, none of this is gonna mean a damn thing if we don't close that portal.” Black Widow said.

“ Our biggest guns couldn't touch it.” Captain America said.

“ Well, maybe it's not about guns.”

“You wanna get up there, you're gonna need a ride.” he said and she looked up, seeing the Chitauri crafts fly past and made her way over to the other side of the overpass.

“ I got a ride. I could use a boost though.”

“You sure about this?” he asked readying his shield in front of him.

“Yeah, it's gonna be fun!” she said, ran at him and he used his shield to boost her up

She grabbed on to a passing Chitauri vehicle while he looked up as she flew off in the distance, looked to his right and there were more warriors coming.

Meanwhile Black Widow climbed aboard the craft, pulled a dagger and stabbed a warrior. Then she spun and kicked him off the craft making her way to the other one and used him to control the vehicle.

“ Turn, turn, Ah!” she said and two crafts came up on her, firing at her but she swerved to avoid them.

The crafts were blasted away by Iron Man, firing away at a fleet behind him. Then he took a turn, coming up on the overpass, where he knocked Chitauri aliens over and landed by Captain America, fighting and kicking Chitauri. Captain America lifted his shield and Iron Man reflected a repulsor blast off the shield, taking out the surrounding warriors then flew up the side of a building, hitting more warriors.

At the top of which Hawkeye fired into the head of a Chitauri and two blast were fired at him but he ducked and returned a shot by firing an arrow. The arrow hit the pilot of a craft which fell and got hit by a Leviathan.

On the creature was the Hulk fighting off warriors. Then Thor landed on the same creature and took on warriors with Hulk. When Hulk broke a piece of the creature's armor off, Thor used Mjolnir to summon lightning and drove the metal into its head. The creature crashed to the ground, landing in Grand Central Station and they dismount the creature and stood together, breathing heavily. Suddenly, Hulk punched Thor out of shot.

At Stark Tower rooftop Selvig, having been knocked out when Tony tried to stop the Tesseract awakens. He looked around and saw he was free from Loki's control.

At Grand Central 42ND Street Station Army Tanks, and soldiers started to arrive on scene. They shot at the Chitauri, a little amazed of what was going on.

Below Stark Tower Captain America was was on the ground, holding off a Chitauri's weapon. He pushed the warrior off and onto sharp debris.

“ Captain, the bank on 42nd, past Madison. They cornered a lot of civilians in there.” Hawkeye said over the earpiece.

“I'm on it.” Captain America said and walked off.

In 42nd Street Bank a crown of civilians was surrounded by three armed warriors. Captain America jumped through a window and started to fight. He snapped the neck of one and threw him into the pit.

“ Everyone clear out!” Captain America said and was grabbed by a warrior, who he fought and broke free.

A grenade-like device went off and it blast him out a window and onto a car after his mask was pulled back from his face. He stood silently while police lead the civilians from the building.

“Director Fury. The council has made a decision...” Councilwoman said.

On the Carrier bridge Fury was talking with the World Security Council over his command center.

“ I recognize the council has made a decision, but given that it's a stupid ass decision, I've elected to ignore it.” Fury said angry.

“Director, you're closer than any of our subs, you scramble that jet-” Councilman said while breathing nervously, panicking, as Hill listened and watched..

“That is the island of Manhattan, Councilman.” Fury said still angry. “Until I'm certain my team can't hold it, I will not order a nuclear strike against a civilian population.”

“ If we don't hold them in the air, we lose everything.”

“I'd send that bird out, we already have.” Fury said and hung up on them.

Meanwhile Black Widow was on board a Chitauri craft then shot at from behind and turned to see Loki, on another craft, following behind and she continued toward the building Hawkeye was at.

“Oh you!” Black Widow said. “Hawkeye!” she said into the radio.

On a building Hawkeye saw her coming in the distance.

“ Nat, what are you doing?” Hawkeye asked.

“Uh, a little help!” she said and he nocked an arrow, waiting for her and Loki to come past.

“I got it.” he said then aimed and fired.

Loki caught the arrow inches from his face and looked first at it, then at Hawkeye, smirking but the arrow exploded, sending him crashing onto the platform at the top of Stark Tower.

Black Widow jumped off the craft and flipped in the air, landing on the roof. She rolled, sticking the landing and flipped her hair back.

At the Catwalk Loki looked up at her when Hulk leapt up, grabbing him and throwing him through the window of the penthouse.

He roared and moved towards Loki, who got to his feet.

“ENOUGH! You are, all of you, beneath me! I AM GOD, YOU DULL CREATURE, AND I WILL NOT BE BULLIED BY-” Loki started but Hulk grabbed him by the feet and smashed him into the floor repeatedly, then threw him aside and walked away.

“Puny God.” Hulk said and Loki whimpered in pain.

Back on the rooftop Black Widow walked toward the Tesseract.

“The scepter.” Selvig said and Black Widow turned and walked over to him.

“Doctor.” Black Widow said and knelt down.

“ Loki's scepter, the energy- the Tesseract can't fight. You can't protect against yourself.”

“ It's not your fault. You didn't know what you were doing.”

“ Well, actually I think I did. I built in a safety to cut the power source.”

“ Loki's scepter.”

“It may be able to close the portal. And I'm looking right at it.” he said and looked down to the platform below, where Loki’s scepter lie dropped from when Hulk took him out.

Above streets of Manhattan Thor was aboard a craft, fighting Chitauri. The craft swerved when a Leviathan crashed through a building, followed closely by Iron Man, who shooting at it with lasers.

“ Sir, we will lose power before we penetrate that shell.” JARVIS said and Iron Man pulled away from the Leviathan and flew fast.

Inside Iron Man's helmet.

“ JARVIS, you ever hear the tale of Jonah?” Tony asked.

“ I wouldn't consider him a role model.” JARVIS said.

Then Iron Man's knee plate opened, pushing out blades. He was heading directly toward the creature's mouth and flew through it. Blowing up the creature's insides and out the tail end. He crashed to the ground but got to his feet, only to be shot down again by warriors.

Meanwhile Hawkeye was still on the building attacked by warriors on the rook. He reached for an arrow, but his quiver was empty. He instead used the bow to fight them off. Looking up at the sky and seeing hundreds of approaching flying crafts, he pulled a single arrow from the body of a Chitauri and changed its head with the push of a button on his bow.

The Chitauri fire and Hawkeye leapt off the building as it exploded, twisting in mid-air, then firing the arrow. Its head opened into a grappling hook which attached to the side of the building. Hawkeye swung from the wire still attached to his bow and crashed through a window into a lower floor of the building.

On a different building roof Hulk was being attacked by Chitauri warriors. He threw them off and turned his attention to the sky, where dozens of crafts were flying over him and roared. They all fired at once and he was encompassed in smoke and flame and roared.

Meanwhile a jet was being lifted from the hangar and to the deck.

“ Director Fury is no longer in command. Override seven-alpha-one-one.” Councilwoman said over the radio.

“Seven-alpha-one-one confirmed. We're go for takeoff.” the jet pilot said.

On the bridge Hill noticed something on her command center.

“SIR, WE HAVE A BIRD IN MOTION!” she said to Fury and he ran out of the bridge. “Anyone on the deck we have a rogue bird. We need to shut it down! Repeat, takeoff is not authorized!” she said in her earpiece.

Fury ran onto the deck with a missile launcher and fired, taking the plane out. Then a second jet took off and he lifts his gun but it is too far.

On the Carrier passage to deck Fury closed the door to the deck.

“ Stark, you hear me? You have a missile headed straight for the city.” Fury said.

On a street in Midtown Iron Man was down on the ground.

“How long?” Iron Man asked.

Inside Iron Man's helmet.

“ Three minutes. Max. Stay load can wipe out mid-town.” Fury said over the radio.

“JARVIS, put everything we got into the thrusters.” Tony said.

“I just did.” JARVIS said and Iron Man blast away warriors and flew off elsewhere.

Meanwhile a fighter jet fired the nuke towards the city and turned around.

“ Package is sent. Detonation in two minutes, thirty seconds. Mark.” Jet pilot said.

On the skyline the city was chaotic and destructive.

In a street Captain America and Thor caught their hammer and shield. Then they turned and fought off Chitauri warriors. Captain. America was shot in the ribs and dropped to the ground, Thor sent a car rolling towards some of them, threw Mjolnir in the other way and helped Captain America to his feet.

“ You ready for another bout?” Thor asked.

“ What, you gettin' sleepy?” Captain America asked.

On Stark Tower rooftop Black Widow had retrieved Loki's scepter and Selvig was setting up his equipment. He pointed to the device.

“Right at the crown!” Selvig said and Black Widow started pushing the spear through the barrier surrounding the cube.

“ I can close it. Can anybody copy? I can shut the portal down!” Black Widow said in her earpiece.

Back on the street Captain America heard and reacted.

“ Do it!” he said.

“No, wait.” Iron Man said over Captain America's earpiece.

“ Stark, these things are still coming!”

Inside Iron Man's helmet.

“ I got a nuke coming in, it's gonna blow in less than a minute.” Tony said.

On Verrazano Bridge Iron Man flew towards the missile, following closely behind it.

Inside Iron Man's helmet.

“ And I know just where to put it.” Tony said.

Then Iron Man grabbed hold of it and started redirecting it toward the city.

Inside Iron Man's helmet.

“ Stark, you know that's a one way trip.” Captain America said over the radio.

“ Save the rest for the turn J.” Tony said.

“ Sir, shall I try Miss Potts?” JARVIS asked.

“ Might as well.”

Meanwhile Stark Industries private jet was slowly flying through the sky.

Inside Pepper was watching the news with three others.

“Streets in New York City have become a battle ground. The army is here trying to contain the violence but clearly it is outmatch-” a reporter said as her phone started to vibrate but she ignored it.

On the Carrier bridge Fury and most of the other workers were watching the same report.

“ ...Billionaire Tony Stark's Iron Man-”

On the street below Stark Tower Iron Man was flying with the missile.:

Inside Iron Man's helmet Tony was thinking hard and hold.

As he flew by, Thor and Captain America looked to the sky while Iron Man redirected the missile, barely missing Stark Tower, and pushed it up towards the portal as the rest of the Avengers looked on.

On the Bridge everyone on the Helicarrier cheered in excitement and Fury smiled.

In space Iron Man let the nuke go as all the lights in his suit go out.

“ Sorry, Miss-” JARVIS said cutting her off.

He watches as the missile hits the Chitauri mother ship and it explodes.

On Earth the Chitauri warriors collapsed, and the Leviathans fell from the sky as Thor and Captain America looked around as they did.

Back in Space Tony's eyes closed as he fell slowly toward the portal.

At Stark Tower rooftop Black Widow stood waiting.

“ Come on, Stark.” Black Widow said.

“ Close it.” Captain America said.

Then Black Widow plunged the scepter into the heart of the device and just as the portal closed, Tony fell through back to earth.

The Avengers looked up and saw him reappear.

“ Son of a gun!” Captain America said as Iron Man plummeted to the ground.

“He's not slowing down.” Thor said, prepared to fly at him and catch him when the Hulk grabbed him out of the air, slid down the side of a building and crashed to the ground in front of Thor and Cap.

Hulk threw Iron Man off him and Thor and Captain America ran over. Thor pulled off Iron Man's face plate and Captain America listened for a heartbeat, then saw the arc reactor wasn’t glowing. Suddenly the Hulk roared and beat his chest shocking Tony who gasped and opened his eyes, looking around.

“ What the hell? What just happened? Please tell me nobody kissed me.” Tony said.

The Commandos couldn’t help but chuckle.

“ We won.” Captain America said.

“ Alright, Hey. Alright. Good job, guys. Let's just not come in tomorrow. Let's just take a day. You ever tried shawarma? There's a shawarma joint about two blocks from here. I don't know what it is, but I wanna try it.”

“ We're not finished yet.” Thor said.

“And then shawarma after?”

At the penthouse Loki crawled over to a stair and turned to see the Avengers surrounding him with Hawkeye holding an arrow aimed at his face, Natasha his scepter and Hulk growling.

“If it's all the same to you, I'll have that drink now.” Loki said.

"Now this bit is broken into different bits and going to be pretty hard on a lot of you." Sam said looking at Bucky and they nodded.

Sam was jogging around Washington, D.C. when Steve quickly caught up to him and ran past him.

"On your left." Steve said.

As Sam kept jogging he came around again quickly after doing another lap.

"On your left." he said.

"Uh-huh, on my left. Got it." Sam said.

Bucky couldn't help but snicker.

"Don't even." Sam said and Bucky waved his hands in defense.

As he jogged Steve came around again from behind him from another lap.

"Don't say it! Don't you say it!" he said.

"On your left!"

"Come on!" Sam said, got angry and tried to catch up to him but only after a few seconds was unable to carry on and stopped to rest.

While he rested catching his breath sitting by a tree Steve walked over to him.

"Need a medic?" Steve asked and Sam laughed.

"I need a new set of lungs. Dude, you just ran like 13 miles in 30 minutes." Sam said.

"I guess I got a late start."

"Oh, really? You should be ashamed of yourself. You should take another lap." Sam said and hesitated for a minute. "Did you just take it? I assumed you just took it." he said sarcastically.

"What unit you with?"

"58, Pararescue. But now I'm working down at the VA." Sam lifts said and handed to shake. "Sam Wilson." he said and Steve gave him a hand to rise.

"Steve Rogers."

"Yeah I kind of put that together. Must have freaked you out coming home after the whole defrosting thing."

"It takes some getting used to. It's good to meet you, Sam."

"It's your bed, right?" Sam said while Steve left.

"What's that?"

"Your bed, it's too soft. When I was over there I'd sleep on the ground and use rock for pillows, like a caveman. Now I'm home, lying in my bed, and it's like..."

"Lying on a marshmallow. Feel like I'm gonna sink right to the floor." Steve said and Sam smiled and nodded his head. "How long?"

"Two tours." Sam said and there was awkward silence. "You must miss the good old days, huh?"

"Well, things aren't so bad. Food's a lot better, we used to boil everything. No polio is good. Internet, so helpful. I've been reading that a lot trying to catch up."

Sam looked up to think and raised finger.

"Marvin Gaye, 1972, "Trouble Man" soundtrack. Everything you've missed jammed into one album." he said.

"I'll put it on the list." Steve said, got his small notebook and pen out and notes it down on his list including- in the American version of the movie - I Love Lucy (Television); Moon Landing; Berlin Wall (Up + Down) Steve Jobs (Apple); Disco; Thai Food; Star Wars/Trek (with Star Wars crossed out, indicating that he has seen it); Nirvana (Band); Rocky (Rocky II?)

Then he got a text message:

"Mission alert. Extraction imminent. Meet at the curb. :)"

"Alright, Sam, duty calls. Thanks for the run. If that's what you wanna call running." he said and they shook hands.

"Oh, that's how it is?"

"Oh, that's how it is."

"Okay. Any time you wanna stop by the VA, make me look awesome in front of the girl at the front desk, just let me know." Sam said and laughed.

"I'll keep it in mind."

"Okay."

Then Natasha pulled up in her car by the curb and rolled down the window.

"Hey, fellas. Either one of you know where the Smithsonian is? I'm here to pick up a fossil." Natasha said.

"That's hilarious." Steve said, walked over to her car and got in while Sam gave Natasha and her car an appreciative look.

"How you doing?" he asked.

"Hey." Natasha said.

"Can't run everywhere." Steve said.

"No, you can't." Sam said and watched as Natasha quickly pulled away and drove off.

Later they were flying over the Indian Ocean with SHIELD agents, led by Brock Rumlow.

"The target is a mobile satellite launch platform: The Lemurian Star. They were sending up their last payload when pirates took them, 93 minutes ago." Brock said.

"Any demands?" Captain America asked.

"A billion and a half."

"Why so steep?"

"Because it SHIELD's."

"So it's not off-course, it's trespassing."

"I'm sure they have a good reason." Black Widow said.

"You know, I'm getting a little tired of being Fury's janitor."

"Relax, it's not that complicated."

"How many pirates?"

"Twenty-five, top mercs, led by this guy. Georges Batroc." Brock said and showed them a photo of Batroc on the monitor. "Ex-DGSE, Action Division. He's at the top of Interpol's Red Notice. Before the French demobilized him, he had thirty-six kill missions. This guy's got a rep for maximum casualties."

"Hostages?"

"Uh... mostly techs. One officer, Jasper Sitwell." Brock said and pulled up Sitwell's photo on the monitor. "They're in the galley."

"What's Sitwell doing on a launch ship? Alright, I'm gonna sweep the deck and find Batroc. Nat, you'll kill the engines and wait for instructions. Rumlow, you sweep aft, find the hostages, get them to the life-pods, get 'em out. Let's move."

"STRIKE, you heard the Cap. Gear up."

As they got ready to dive off the jet; into his radio.

"Secure channel seven." Captain America said as on the communicator and got ready to dive off the jet.

"Seven secure. Did you do anything fun Saturday night?" Black Widow asked.

"Well, all the guys from my barbershop quartet are dead, so... No, not really."

"Coming up by the drop zone, Cap." the pilot said on the radio.

"You know, if you ask Kristen out, from Statistics, she'd probably say yes." Black Widow said.

"That's why I don't ask." Captain America said.

"Too shy or too scared?"

"Too busy!" he said and jumped out of the jet.

“Oh my god!” Bucky yelled, put a hand on his heart with one hand and punched Steve with the other.

“Ow!” Steve said rubbing his shoulder. “What was that for?!”

“Don’t you ever do that you again punk!” Bucky said. “You got that?! You’re gonna give me a damn heart attack one of these day!” he said while the other Commandos couldn’t help but chuckle.

“It never ends, even when he’s from a different time.” Morita said shaking his head.

“No it doesn’t.” Dum Dum said shaking his head to.

“I’m starting to wonder if this is why Bucky panic so much when I jump even though he knows I have years of flying experience.” Sam muttered with his arms crossed.

"Was he wearing a parachute?" STRIKE agent asked and Brock smiled.

"No. No, he wasn't." he said.

After jumping out the jet Captain America dove into the ocean and climbed onto the ship, then he beats everyone on the deck swiftly before anyone raised the alarm when he was interrupted by one of the pirates pointing his gun at him.

"Don't move! Don't move." French pirate 1 said and his shot died by Rumlow as he parachuted down onto the deck behind Steve.

"Thanks." Steve said.

"Yeah. You seemed pretty helpless without me." Brock said.

Then Natasha and another agent parachuted down onto the deck to join them.

"What about the nurse that lives across the hall from you? She seems kind of nice." Natasha asked.

"Secure the engine room, then find me a date." Steve said.

"I'm multitasking." she said and jumped down to the lower deck.

Below deck the pirates were holding the ship's crew, including Sitwell, hostage.

"I said to Batroc, if we want SHIELD to pay, we have to start sending them bodies now!" French Pirate 1 said. "I have a bullet for someone." he said to the hostages. "You want a bullet in your head?! Do you want one? Eh?" he shouted. "Move your leg. Want a bullet in your head?" he asked and kicked one of the hostage's leg.

Meanwhile on the deck Steve moved quickly to find the hostages in the control room.

"I do not like to wait. Call Durand. I want the ship ready to move when the ransom arrives." Batroc said.

"Yes, Batroc." French pirate said and made the call. "Durand. Start the engine."

"Okay." Durand said and put the phone down, turned and saw Black Widow behind him.

"Hey, sailor." Black Widow said, quickly knocked him down and managed to swing down below deck shooting several of the pirates on the way.

"Shut up." a French pirate said to one of the hostages.

"You don't move! But what's this? Want to play hero, is that it? You'd better not!" French pirate 1 said and looked at the hostages keeping their heads down. "Well, I've waited long enough." he said, went over to the locked door and banged on it to get the attention of the pirate guarding outside. "Hey, look for Batroc. If I do not hear anything in two minutes, I'll start to kill them!"

"Okay. I'll find him!" French pirate 2 said.

As the pirate turned to leave Batroc standing behind him with a stun gun, shot him, on the other side of the door the other pirate sensed something but dismissed it.

"Two minutes." French pirate 1 said.

Then Batroc and another STRIKE Agent put a bomb on the locked door.

In the control room.

"Radio silence from SHIELD, Batroc." French pirate said.

Steve watched them from the deck, while another STRIKE agent got in position.

"Targets acquired." STRIKE Agent said.

Below the deck Batroc pointed his gun at the bomb placed against door where the hostages are being kept.

"STRIKE in position." Batroc said into his radio.

"Natasha, what's your status?" Steve said.

Meanwhile Natasha was jumping down below deck to knock out one of the pirates.

"Status, Natasha?" Steve said.

"Hang on!" Natasha said.

As the pirate attacked her she quickly knocked him out; into her radio.

"Engine room secure." she said, grabbed a pipe from the ground and knocked out one of the pirates.

"Time's up. Who wants to die first?" French pirate 1 said. "Hey, you! Take the girl." he said to one of his men.

"On my mark. Three. Two. One." Steve said into his radio.

Then the STRIKE team started shooting at the pirates, blow open the door and Batroc quickly killed the head pirate.

"I told you, SHIELD doesn't negotiate." Sitwell said.

Back in the control room one of Batroc's men tried to get hold of the pirate below deck.

"Hello? Batroc, the line is dead. I lost contact with them." French pirate said.

Then Captain America smashed in through the window using his shield but Batroc manages to escape.

"Hostages en route to extraction. Romanoff missed the rendezvous point, Cap. Hostiles are still in play." Brock said to Captain America as he went looking for Batroc.

"Natasha, Batroc's on the move. Circle back to Rumlow and protect the hostages." Captain America said but got no reply from Black Widow. "Natasha!"

All of a sudden, Batroc kicked him, and they fought. The former was faring surprisingly well against the super soldier, his fighting style included acrobatic moves.

Then he performed a flic flac and halted the fight.

"I thought that you were more than just a shield." Batroc said and Captain America put the shield on his back and took off his mask and Batroc smirks.

"Let's see." Captain America said and they started fighting again.

But this time, Captain America quickly turned the tide in his favor and kicked him in the right leg, the stomach, and then performed a downwards somersault kick to the face, knocking him down.

Then Batroc stood up with visible struggle. Captain America smashed him through the door of a room and knocked him out with a strong punch to the face.

"Well, this is awkward." Black Widow said.

"What are you doing?" Captain America said.

"Backing up the hard drive. It's a good habit to get into."

"Rumlow needed your help. What the hell are you doing here?" he said and went over to Black Widow and looked at what she was backing up. "You're saving SHIELD Intel."

"Whatever I can get my hands on."

"Our mission is to rescue hostages."

"No. That's your mission." she said, finished backing up and pulled the flash drive out. "And you've done it beautifully." she said and went to leave but Captain America grabbed her arm.

"You just jeopardized this whole operation."

"I think that's overstating things."

Suddenly Batroc rose and threw a grenade at the two as he ran off, Captain America's deflected the bomb with his shield, grabbed Black Widow and jumped through a window before it explodes.

"Okay. That one's on me." Black Widow said.

"You're damn right." Captain America said.

As Steve was walking to his apartment he heard his neighbor talking on the phone as she went to do her laundry.

"That's so sweet. That is so nice. Hey. I gotta go, though. Okay, bye." Sharon said turning to Steve. "My aunt, she's kind of an insomniac." she said and he smiled at her. "Yeah."

"Hey, if you want...if you want, you're welcome to use my machine. Might be cheaper than the one in the basement." Steve said.

"Oh, yeah? What's it cost?"

"A cup of coffee?"

"Thank you, but um... I already have a load in downstairs, and, uh... you really don't want my scrubs in your machine. I'm just finished orientation in the infectious diseases ward, so."

"Ah, well, I'll keep my distance."

"Well hopefully not too far." she said and he nodded and turned to go into his apartment. "Oh, and I think you left your stereo on."

"Oh. Right, thank you."

"Yeah." she said and he watched her go down the stairs before turning in suspicion to his door.

When he cautiously got to his apartment Steve though the window, he grabbed his shield for protection and found Fury sitting on his couch in the dark.

"I don't remember giving you a key." Steve said.

"You really think I'd need one? My wife kicked me out." Fury said.

"Didn't know you were married."

"A lot of things you don't about me."

"I know, Nick. That's the problem."

As he turned on the light he noticed Fury's injuries for the first time, but Fury indicated for him to be silent and turned off the light and wrote something on his phone and showed it to Steve; "ears everywhere".

"I'm sorry to have to do this, but I had no place else to crash." Fury said and wrote another text and showed it to Steve; "SHIELD compromised".

"Who else knows about your wife?" Steve asked and Fury showed him another text; "You and me".

"Just... my friends."

"Is that what we are?"

"That's up to you."

Suddenly Fury was shot three times from through the wall and collapsed, Steve looked out the window for the shooter then quickly dragged Fury to the next room, before he left him handed him the flash drive.

"Don't... trust anyone." Fury continued and passed out.

Then Steve heard someone breaking in and heard his neighbor calling out to him.

"Captain Rogers?" Sharon said and he saw her walking in with her gun pointed. "Captain, I'm Agent 13 of SHIELD Special Service."

"Kate?" Steve said.

"I'm assigned to protect you."

"On whose order?" he asked and she noticed Fury lying injured on the ground.

"His." she said and went to Fury then contacted SHIELD through her radio. "Foxtrot is down, he's unresponsive. I need EMTs."

"Do you have a twenty on the shooter?" a SHIELD agent said and Steve saw the shooter though the window.

"Tell him I'm in pursuit." he said, smashed through his window and ran after the assassin

Then he chased him through an office building smashing through the walls, when he finally caught up with him on the roof he threw his shield at the assassin, but he caught it with one swift move, threw it back to him, jumped down the building and disappeared.

They all gasped that someone could catch the shield being thrown by Steve and it getting him to move.

Meanwhile Bucky shut his eyes tight taking shaky breaths fighting a panic attack so Sam squeezed his hand and he looked at him.

'Dep breaths.' Sam mouthed and Bucky did as told.

Later that night they walked around the base trying to pinpoint where the signal came from.

"This camp is where I was trained." Steve said.

"Changed much?" Natasha asked.

"A little." he said and had a brief visions of his former, smaller self running past him as he's getting trained with other soldiers.

"Pick up the pace, ladies! Let's go! Let's go! Double time! Come on Rogers, move it!" Sergeant Duffy said and his former self stopped and stared at Steve as he is now. "Come on! Fall in! Rogers! I said fall in!"

Then present Steve watched nostalgically as the former Steve ran off.

"This is a dead end. Zero heat signature, zero waves, not even radio. Whoever wrote the file must have used a router to throw people off." Natasha said and Steve noticed a building ahead of them. "What is it?" she said as they walked over to the building.

"Army regulations forbid storing ammunition within five hundred yards of the barracks. This building is in the wrong place." Steve said, opened the lock with his shield and they entered inside.

When they turned on the lights they noticed it's a SHIELD office.

"This is SHIELD." Natasha said.

"Maybe where it started." Steve said and they entered a room to find old framed portraits of Howard Stark, Peggy and Col. Chester Phillips.

"There's Stark's father."

"Howard."

"Who's the girl?" she asked but he didn't reply and turned away to walk further down the room and stopped by a massive book shelf.

"If you're already working in a secret office..." he said, pushed the books shelf and slid open to reveal an elevator behind it. "Why do you need to hide the elevator?" he said and they went down the elevator taking them to a room with old looking computers. This technology is ancient."

Suddenly Natasha noticed a small flash drive port and put the flash drive in it then activated the ancient computer in the room.

"Initiate system?" the computer said and Natasha typed using the keyboard.

"Y-E-S, spells yes." she said and smiled as the old computer started cranking up. "Shall we play a game?" she ask. "It's from a movie that..." she said to Steve.

"Yeah, I saw it." he said.

Suddenly they heard an accented voice speaking.

"Rogers, Steven. Born, 1918. Romanoff, Natalia Alianovna. Born, 1984." Zola said and they saw an old camera moving above them as it analyzes them.

"It's some kind of a recording." Natasha said.

"I am not a recording, Fräulein. I may not be the man I was when the Captain took me prisoner in 1945, but I am." he said and the computer screen showed an old photo of Dr. Arnim Zola.

"Do you know this thing?"

"Arnim Zola was a German scientist who worked for the Red Skull. He's been dead for years." Steve said.

"First correction, I am Swiss. Second, look around you. I have never been more alive. In 1972 I received a terminal diagnosis. Science could not save my body, my mind, however, that was worth saving on two hundred thousand feet of data banks. You are standing in my brain." Zola said.

"How did you get here?"

"Invited."

"It was Operation Paperclip after World War II. SHIELD recruited German scientists with strategic value." Natasha said.

"They thought I could help their cause. I also helped my own."

"HYDRA died with the Red Skull." Steve said.

"Cut off one head, two more shall take its place."

"Prove it."

"Accessing archive." Zola said and the computer screen showed them old footage of Johann Schmidt/Red Skull, of the how the original SHIELD founders. "HYDRA was founded on the belief that humanity could not be trusted with its own freedom. What we did not realize, was that if you try to take that freedom, they resist. The war taught us much. Humanity needed to surrender its freedom willingly. After the war, SHIELD was founded and I was recruited. The new HYDRA grew. A beautiful parasite inside SHIELD. For seventy years HYDRA has been secretly feeding crisis, reaping war. And when history did not cooperate, history was changed."

"That's impossible, SHIELD would have stopped you." Natasha said.

"Accidents will happen." he said and the computer screen showed them HYDRA had killed Howard and Maria Stark making it look like a car accident along with the recent death of Fury. "HYDRA created a world so chaotic that humanity is finally ready to sacrifice its freedom to gain its security. Once the purification process is complete, HYDRA's new world order will arise. We won, Captain. Your death amounts to the same as your Life; a zero sum." he said and in anger Steve suddenly smashed the computer screen. "As I was saying..."

"What's on this drive?" Steve asked.

"Project Insight requires insight. So I wrote an algorithm."

"What kind of algorithm? What does it do?" Natasha asked.

"The answer to your question is fascinating. Unfortunately, you shall be too dead to hear it."

Suddenly the doors started closing and Steve tried stopping it by throwing his shield in between it but he's too late.

"Steve, we got a bogey. Short range ballistic. 30 seconds tops." Natasha said.

"Who fired it?" Steve asked.

"S.H.I.E.L.D."

"I am afraid I have been stalling, Captain. Admit it, it's better this way. We're both of us...out of time." Zola said and Steve noticed a small opening on the ground.

Then he threw the metal door aside and just as the place exploded he threw himself and Natasha into the hole and protected them with his shield, then he managed to get them out from under the building rubble just as STRIKE agents arrived to roam the area for them.

"Call in the asset." Brock said as he notices a footprint in the dust.

"HYDRA doesn't like leaks." Sitwell said as Sam drove them to Triskelion.

"So why don't you try sticking a cork in it." Sam said.

"Insight's launching in sixteen hours, we're cutting it a little bit close here." Natasha said.

"I know. We'll use him to bypass the DNA scans and access the Helicarriers directly." Stevesaid.

"What?! Are you crazy? That is a terrible, terrible idea-" Sitwell said.

Suddenly the Winter Soldier landed on the car roof, pulled Sitwell out through the window and threw him into the oncoming traffic, killing him, then he started shooting at them until Stevepulled the break handle making the Winter Soldier drop down onto the street, as another car smashed into the trio's car and pushed them along, the Winter Soldier jumped back onto their car, smashed through the windscreen and pulled out the steering wheel.

"Sorry." Bucky said.

"No worries." Sam said.

"Shit!" Sam said and Natasha started shooting at him but the Winter Soldier jumped onto the vehicle behind them.

As their car got pulled off the road Steveheld on to the car door.

"Hang on!" he said, broke open the door, holding onto them, sliding them on the car door through the streets.

The Winter Soldier was joined by HYDRA agents and they started shooting at them, they scattered and ran off in different directions with the Winter Soldier shooting at Natasha but she managed to shoot him in his eye goggle mask and run off.

"She's mine. I'll take care of her. Find him." the Winter Soldier said and went in pursuit of her as the Hydra agents went after Steveand Falcon who both manage to fend them off as they shot at them.

Then Stevenoticed the Winter Soldier in pursuit of Natasha.

"Go, I got this!" Sam said.

The Winter Soldier thought he's found Natasha hiding behind a car as he heard her voice.

"I make an LZ, twenty-three hundred block of Virginia Avenue. Rendezvous two minutes. Taking fire above and below expressway. Civilians threatened. Repeat, civilians threatened." Natasha said and he rolled a bomb towards there thinking she's hiding. As it rolled behind the car Black Widow wasn't there but a recording over her voice is being played back on a phone. "I make an LZ, twenty-three hundred block at Virginia Avenue. Rendezvous two minutes." she said and the bomb exploded.

Then she jumped onto his back and tried to strangle him.

He threw her off, and tried shooting her, only for her to throw an electric device which shocked his electric arm before running off.

He removed the device, and recalibrated his arm.

"GET OUT OF THE WAY! STAY OUT OF THE WAY!" Natasha said to the civilians as she tried getting away from the Winter Soldier.

Suddenly she got shot in the shoulder, fell down and looked around her, only for the Winter Soldier to come up for behind, ready to shoot her again.

Then Stevejumped in and blocked a punch from the latter with his shield before he kicked him away, followed by him blocking a few bullets from the Winter Soldier's Colt M4A1, Škorpion vz. 61, and SIG-Sauer P220ST.

The Winter Soldier briefly took Steve's shield, threw it at him, but Stevemanaged to avoid being hit and they fiercely battle it out.

Bucky winced watching himself fight his best friend, other than Sam of course.

Eventually, Stevemanaged to stop the Winter Soldier's arm, and threw him away, the latter's mask falling off in the process.

He landed and looked at an aghast Captain America, who by just looking at him, learned his true identity.

"Bucky...?" Steve said.

"Who the hell is Bucky?" Bucky asked.

As he aimed his pistol at Steve, Sam flew in and kicked Bucky aside.

Bucky had a brief look of realization, but quickly brushed it aside, and took aim again, but before he could shoot Black Widow used the grenade launcher he dropped against him.

Then he vanished in the smoke of the explosion.

They all looked at Bucky in shock and horror while Bucky kept his eyes shut trying not to have a panic attack.

"Oh Bucky." Steve said and went to give him a hug but Bucky twitched and Sam stopped him.

"Don't, he's having a flashback. Don't touch him, don't get close to him, don't do anything. I'm both a former Air Force Sergeant and VA councilor for soldiers so I got this." Sam said and they nodded while he turned to Bucky. "Bucky?" he said and Bucky recognized that voice so looked at him. "I need you to take deep breaths for me OK?" he asked and Bucky took shaky deep breaths. "That's it, you are not him anymore. That was you in 2014 an its's 2025 now. Who are you now?"

"B-Bucky B-Barnes. S-Sergeant James Barnes, Captain Sam Wilson's partner, Avenger, no longer the Winter Soldier." Bucky said.

"Good. Where do you live?"

"I live in an apartment in Brooklyn New York."

"Why?"

"B-because I was cleared after helping the Avengers with Thanos, you, King T'Challa, princess Shuri, Ayo and finding out I was brainwashed for seventy years."

"Exactly. Do those trigger words still work?"

"No."

"Right. You are you're own person, my friend, partner, mentor to just about the entire freakin military now, uncle Bucky, hero, help Louisiana with so many things they owe you more than my parents and it's only been a year." Sam said and Bucky calmed down. "You back with me?" he asked and Bucky nodded. "OK. I think we're almost done with this bit." he said and Bucky nodded.

Steve was heartbroken at what his best friend had been through and trusted Sam more than him for this but was also curious about why he trusted Sam more.

Inside a bank vault, the HYDRA agents fix Bucky's metal arm and as they did he had a brief flashback to his old life after he was recovered by Zola and the HYDRA agents.

“Sergeant Barnes...” Zola said as he had a flashback to falling off the train at the edge of the mountain with Steve trying to save him.

“Bucky, no!” Steve said and he had flashback to after he's picked up by Hydra agents.

“The procedure has already started.” Zola said and the Hydra agent amputating his left arm and replacing with the metal arm. “You are to be the new fist of HYDRA.” he said to his men. “Put him on ice.” he said and Bucky being frozen.

Then he came back to the present and knocked over the HYDRA agent fixing his arm and Rollins pointed his gun at him to stop him attacking any further.

As Pierce entered the bank vault Bucky was being held in.

“Sir, he's...he's unstable. Erratic.” Scientists 1 said and Pierce entered with Brock and some other HYDRA agents and went over to Bucky.

“Mission report.” Pierce said and Bucky; looking blank, didn’t respond. “Mission report, now.” he said and moved closer to Bucky and suddenly struck him hard in the face.

“The man on the bridge...” Bucky said and had a flashback to Steve calling him by his name. “Who was he?”

“You met him earlier this week on another assignment.”

“I knew him.” Bucky said and Pierce sat in front of him.

“Your work has been a gift to mankind. You shaped the century, and I need you to do it one more time. Society is at a tipping point between order and chaos. Tomorrow morning we're gonna give it a push. But, if you don't do your part, I can't do mine, and HYDRA can't give the world the freedom it deserves.”

“But I knew him.” Bucky said and Pierce turned to the scientists.

“Prep him.”

“He's been out of cryo-freeze too long.” Scientist 1 said.

“Then wipe him and start over.” Pierce said and the scientists strapped Bucky in his chair and then put a teeth shield in his mouth as they started the process of wiping his brain with him screaming in pain.

The Commandos watched in horror at what their sergeant, second in command and one of the youngest members had been through.

A few of them even had tears going down.

"H-how did you survive that fall?"Falsworth asked.

"That last day they took me I was experimented on, Zola gave his own version of the serum Steve has but a little different. All that's missing is allergies and size. I have his strength but like the same, I'm still allergic to peanuts-"

"You're allergic to peanuts?" Sam said.

"Yeah. Didn't you notice how I never have peanut butter in my apartment, how I never accept Sarah's peanut cookies, and all that stuff?" Bucky said looking at Sam who thought and it hit him.

"Oh. Continue." Sam said mentally taking notes.

"But, I heal faster than Steve, I have more combat training but you all know that, and at the same time, there are things we share." Bucky said and they nodded.

"Why did yousacrificeyourself for the rest of the 107th?" Jones asked and Bucky sat there quietly for a minute.

"I uh, I hadpneumonia." Bucky said and they gasped. "It was early but since Steve's ma was a nurse I knew what it was and I just wanted to end it sacrificing my life to save my country and not being sick. I trained to do that for three years as the best one on the team. Went from Privet at twenty four all the way to Sergeant at twenty seven in those three years. All the rest of you wereCorporal. I was the youngest but highest of the 107th."

"They all looked up to you because you were the highest."

"Yeah. I was a rookie, but the highest."

"Let's just get back to all this." Sam said and they nodded.

Suddenly Bucky appeared and pushed Captain America off the edge.

"Steve!" Falcon said and went to fly off and help Captain America but Bucky grabbed one of his wings, threw him back and Falcon started shooting at him and as he went to fly off the Winter Soldier used his weapon to rip off one of Falcon's wings and kicked him off the Helicarrier but Falcon managed to get his parachute out and landed on the roof of the Triskelion. "Cap? Cap, come in. Are you okay?"

Meanwhile Captain America was holding onto the side of the Helicarrier.

"Yeah, I'm here! I'm still on the Helicarrier." he said and pulled himself up. "Where are you?" Captain America said.

"I'm grounded, the suit's down. Sorry, Cap." Falcon said.

"Don't worry, I got it." Captain America said and Bucky watched him from above the Helicarrier.

As everyone at the Triskelion rushed around trying to evacuate the building Brock fought and killed some SHIELD agents.

"All SHIELD agents regroup at Rally Point Delta." SHIELD agent said while Brock killed the speaker and another three agents.

"Sir, Council's been breached." HYDRA Dispatch said on the radio.

"Repeat, dispatch." Brock said.

"Black Widow's up there."

"Headed up!" Brock said and Hill noticed him on the monitor.

"Falcon?" Hill said.

"Yeah?" Falcon said.

"Rumlow's headed for the Council."

"I'm on it."

Inside the Helicarrier Captain America was confronted by the Winter Soldier.

"People are gonna die, Buck. I can't let that happen." Captain America said and the Winter Soldier stares at him coldly. "Please, don't make me do this."

Seeing the Winter Soldier wouldn't back down Captain America threw his shield at him and they started battling each other, as they fight Captain America managed to bring up the targeting blade system, but as the Winter Soldier attacked him the chip fell from Captain America's hand.

Back at the Council.

"Done." Black Widow said and looked at her mobile device. "And it's trending."

Then Pierce set off the pins he gave the council members, causing it to burn deeply into their sternum, Black Widow and Fury pointed their guns at him; to Black Widow.

"Unless you want two inch hole in your sternum, I'd put that gun down." he said but Black Widow didn't back down. "That was armed the moment you pinned it on." he said and Fury and Black Widow reluctantly lowered their weapons.

Back at the Helicarrier Captain America and the Winter Soldier were battling it out and the Winter Soldier stabbed Captain America in the shoulder with his knife and then grabbed the fallen chip, but Captain America managed to get the knife out, grabbed the Winter Soldier by the throat and threw him down, armlocks him.

"Drop it! Drop it!" Captain America said as the Winter Soldier kept holding the chip.

Then Captain America broke his arm and held onto his throat until he passed out and let go of the chip, then he grabbed the chip and rushed off; back at the Triskelion.

At an office in the SHIELD HQ.

"I'm on forty-one, headed towards the south-west stairwell." Brock said then Falcon attacked him but he managed to knock Falcon down. "This is gonna hurt. There are no prisoners with HYDRA, just order. And order only comes through pain. You ready for yours?"

"Man, shut the hell up." Falcon said and they went to attack each other.

"Lieutenant, how much longer?" Pierce asked.

"Sixty-five seconds to satellite link. Targeting grid engaged. Lowering weapons array now." Charlie said on the radio.

"One minute." Hill said to Steve as she watched from the monitor. "Thirty seconds, Cap!" she said and Captain America desperately tried getting back up to the Helicarriers to get to the targeting system when the Winter Soldier became conscious and shot at him in the left thigh and then the right shoulder, but Captain America managed to climb up.

"Stand by." Captain America said and got the chip out. "Charlie..." he said but the Winter Soldier shot him in the stomach and he fell.

On the helicarrier's bridge.

"We've reached three thousand feet. Sat link coming online now." Charlie weapons tech said.

"Deploy algorithm." Charlie XO said.

"Algorithm deployed."

"We are go to targets." Pierce said on the radio.

Then Hill watched as the weapons were being targeted at Washington, the White house, the Pentagon, Stark Tower, aiming to kill over 700,00 people.

"Target saturation reached. All targets assigned." Charlie weapons tech said.

"Fire when ready." Charlie XO said.

"Firing in, three, two, one."

At that moment Steve managed to get up and put the chip in the Helicarrier's targeting blade overriding the system and locking it down.

"Charlie locked." Captain America said as they watched the targets go offline.

"Where are the targets? Where are the targets?" Charlie XO tech asked.

"Okay, Cap, get out of there." Hill said then got the Helicarriers weapon targets to open fire upon each other.

"Fire now." Captain America said.

"But, Steve..."

"Do it! Do it now!" he said and reluctantly she made the Helicarriers open fire on each other.

Captain America was still inside the Helicarrier looked at the Winter Soldier below him; back at the Triskelion Pierce watched the Helicarriers as they fired at each other.

"What a waste." Pierce said.

"Are you still on the fence about Rogers' chances?" Black Widow asked.

"Time to go, Councilwoman. This way, come on. You're gonna fly me out of here."

"You know, there was a time I would have taken a bullet for you." Fury said as Pierce started leaving with Black Widow.

"You already did. You will again when it's useful." Pierce said.

Then Black Widow activated a small disc that emitted an electric shock through her whole body and disabled the pin, giving Fury a chance to shoot Pierce, which he did m twice, then he walked over to Black Widow lying unconscious on the floor.

"Romanoff! Natasha! Natasha, come on!" he said and she opened her eyes.

"Ow. Those really do sting." she said.

As the Helicarriers kept destroying each other Pierce lied on the floor.

"Hail HYDRA." he said with his last dying breath.

Then one Helicarrier crashed into a dam beneath the Triskelion.

As the Helicarrier kept falling with Cap and Winter Soldier inside, at the Triskelion Falcon and Brock kept to fight each other.

"You're out of your depth, kid." Brock said.

Suddenly the first Helicarrier crashed into the Triskelion, catching him in the destruction.

"Please, tell me you got that chopper in the air!" Falcon said to Black Widow in the helicopter as he sprinted away.

"Sam, where are you?" Black Widow asked.

"41st floor, north-west corner!"

"We're on it, stay where you are." she said and he desperately tried to get away from the destruction the Helicarrier causing to the building. "Not an option!"

As the building was being destroyed Falcon jumped out of the window as Black Widow and Fury flew their chopper barely in time to catch him.

"41st floor! 41st!" Falcon said.

"It's not like they put the floor numbers on the outside of the building!" Fury said.

"Hill, where's Steve? You got a location on Rogers?" Black Widow asked.

Inside the third Helicarrier Captain America helped the Winter Soldier out from being trapped under some fallen rubble.

"You know me." Captain America said and the Winter Soldier lashed out at him in anger.

"NO, I DON'T!" the Winter Soldier said.

"Bucky, you've known me your whole life." Steve said and the Winter Soldier hit him but he choose not to fight back. "Your name... is James Buchanan Barnes." he said and the Winter Soldier hit him again.

"SHUT UP!"

"I'm not gonna fight you." Captain America said, took off his mask and dropped his shield out of the Helicarrier. "You're my friend." he said but the Winter Soldier pushed him to the ground.

"You're my mission." the Winter Soldier said and mercilessly punched him repeatedly across the face "YOU'RE. MY. MISSION!"

"Then finish it..." Captain America said but the Winter Soldier hesitated holding his fist up. "Cause I'm with you... to the end of the line."

The Winter Soldier looked at him as if he's starting to remember just then the bottom of the Helicarrier fell sending Captain America down into the river below as the Winter Soldier watched from the Helicarrier, then Captain America was unconscious and being pulled out of the water and dragged onto the shore by the Winter Soldier before he turned and walked away.

Steve looked at Bucky.

"Thank you." Steve said and Bucky nodded.

"He does that for me now." Sam said chuckling and Steve smiled.

"There's no Captain America without a Bucky Barnes." Steve said smiling.

"True that."

"I'm surrounded my idiots." Bucky said.

"But we're your idiots." Sam said and Bucky said while the others chuckled.

"Yes you are."

"OK, so we're gonna ditch the next bit, what happens next is the team spits up after something happens and Bucky has enough trauma going on. But, in the end he ends up in a place called Wakanda and they help him get control of his mind back. His trigger words stop working and everything." Sam said and they nodded.

"Thanks." Bucky said and Sam nodded.

At Wakanda, T'Challa and Okoye were walking together, accompanied by two Wakandan soldiers.

"You'll have the King's Guard, and the Dora Milaje have been alerted." Okoye said.

"And the border tribe?" T'Challa said.

"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." he said and the Wakandan soldiers present the White Wolf with a new adamantium arm.

"Where's the fight?" Bucky asked.

"On it's way."

Meanwhile Ebony was interrogating Strange.

"In all the time I've served Thanos, I've 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…judgement. Give me… the stone." Ebony said interrogating Strange.

Iron Man was watching, hidden, from above. Then Strange's cloak tapped Tony on the arm. He raised his hand to it, ready to shoot, but saw what it was and stood down.

"Wow you're a seriously loyal piece of outerwear, aren't you?" he said.

“Yeah, uh, speaking of loyalty…” someone said.

“What the-”

“I know what you’re gonna say.” Spider-Man said.

“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 you on the way-”

“And now I gotta hear it.”

“…And I kinda stuck to the side of the ship. And this suit is ridiculously intuitive, by the way. So if anything, it’s kinda your fault that I’m here.”

“What did you just say?” Iron Man asked seriously.

“I take that back. And now I’m here in space.”

“Right where I don’t want you to be. This isn’t Coney Island. This isn’t a field trip. It’s one-way ticket. You hear me? Don’t pretend like you thought this through. You could not have possibly thought this through.”

“No. I did think this through.”

“You could not have possibly thought this through.”

“It’s just- You can’t be a friendly neighborhood Spider – Man when there’s no neighborhood.” Spider-Man said. “Okay. That didn’t really make any 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.”

“Um. Okay. Okay…uh…did you ever see that really old movie, Aliens?”

Back to Ebony interrogating Strange.

"Painful aren't they? They were originally designed for microsurgery. And any one of them…" Ebony said and turned to see Tony in his Iron Man suit standing there."…could end your friend's life in an instant."

"I gotta tell you, he's not really my friend. Saving his life is more a professional courtesy." Iron Man said.

"You've saved nothing. Your powers are inconsequential compared to mine."

"Yeah, but the kid's seen more movies." Iron Man said and fired a rocket from his shoulder which pierced the side of the ship and started sucking everything out.

Strange started to be sucked out, but his cape wrapped around his arm. Unfortunately, his arm slipped from it and he kept going. Then Spider-Man shot a web strand at him with one hand and held onto a piece of the ship with the other. It broke, sending them both towards space when his Iron-Spider suit's metal arms brace him to keep him from being sucked out.

“Yes! Wait what are those!” Spider-Man said then pulled them back inside just as Iron Man sprayed nanites onto the hole to plug it up.

Then Spider-Man and Strange safely hit the floor.

Ebony was floating in space, quite dead. Spider-Man stood and tried to shake Strange’s cape’s “hand”.

“Hey, we haven’t officially met.” Spider-Man said but it ignored him and went to Strange. “Cool.”

“We’ve gotta turn this ship around.” Strange said.

“Yeah. Now he wants to run. Great plan.” Iron Man said.

“No, I want to protect the stone.”

“And I want you to thank me. Go ahead. I’m listening.”

“For what? Nearly blasting me into 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 have 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 away from Earth with no backup.”

“I’m backup.” Spider-Man said.

“No. You’re a stowaway. The adults are talking.”

“I’m sorry, I’m confused as to the relationship here. What is he, your ward?” Strange said.

“No. I’m peter, by the way.” Spider-Man said.

“Doctor Strange.”

“Oh we’re using our made-up names. Um…I’m Spider-Man, then.”

“This ship is self-correcting its course. Thing’s on autopilot.” Iron Man said.

“Can we control it? Fly us home?” Strange asked but Iron Man didn’t make eye contact. “Stark?”

“Yeah.”

“Can you get us home?”

“Yeah I heard you. I’m thinking…I’m not so sure we should.”

“Under no circumstance 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. 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 out turf or his but you saw what they did, what he can do. At least on his turf, he’s not expecting it. So I say we take the fight to him. Doctor. Do you concur?”

“Alright, Stark. We go to him. But you have to understand….if it comes to saving you or the kid or the Time Stone… I will not hesitate to let either of you die. I can’t, because the fate of the universe depends on it.”

“Good. Nice. Moral compass. We’re straight.” Iron Man said and turned Spider-Man and put his outstretched arm briefly on either shoulder “Alright, kid. You’re an Avenger now.”

Spider-Man looked at him in disbelief, then smiled and nodded in satisfaction.

Meanwhile Gamora and Thanos were aboard Thanos's ship and Thanos brought a little cup of food and held it out to her.

"I thought you might be hungry." Thanos said.

Gamora took it, the hurled it across the room where it banged against his chair with a loud clack.

"I always hated that chair." Gamora said.

"So I've been told. Even so. I'd hoped you'd sit on it one day."

"I hated this room. This ship. I hated my life."

"You told me that too. Every day. For almost twenty years."

"I was a child when you took me."

"I saved you."

"No. 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. Do 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, it's 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 hate about myself you taught me.”

“And in doing so, made you the fiercest woman in the galaxy. That’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.”

Then a large metal door opened. Thanos and Gamora stood there as a set of inner doors made of interlacing metal slide away. Inside, Nebula was suspended horizontally in the air in the middle of the room.

"Nebula." Gamora said.

Nebula had been partially disassembled still living, yet still slightly connected to each of her parts.

"Don't do this."

"Some time ago, your sister snuck aboard this ship to kill me." Thanos said.

"Please don't do this."

"And very nearly succeeded. So I brought her here. To talk." he said and curled in both the power and space stones, causing Nebula's already extended pieces to stretch further outward.

Then she started to scream.

"Stop. Stop it. I swear to you on my life. I never found the Soul Stone." Gamora said.

Thanos signaled a nearby servant who tapped on a control pad. Nebula's voice said, "Accessing memory files" and a sort of hologram of Gamora's face shuddered to life.

"You know what he's about to do. He's finally ready, and he's going for the stones. All of them." Memory Nebula said.

"He can never get them all." Memory Gamora said.

"He will!"

"He can't, Nebula. Because I found the map to the Soul stone and I burnt it to ash. I burnt it." Memory Gamora said and the memory ended.

"You're strong. Me. You're generous. Me. But I never taught you to lie. That's why you're so bad at it. Where is the Soul Stone?" Thanos said said to Gamora and kept torturing Nebula for several seconds, Gamora wincing at her screams.

"Vormir!" she said and he stopped and Nebula gasped in air.

Then Gamora went to her and caressed her face.

"The Soul Stone is on Vormir." she said.

"Show me." Thanos said.

At the pod where Thor, Rocket and Groot were.

"I am Groot." Groot said irritably.

"Tinkle in the cup. We're not looking. What's there to see? What's a twig? Everybody's seen a twig." Rocket said.

"I am Groot."

"Tree, pour what's in the cup out in space, and go in the cup again." Thor said looking out the window.

"You speak Groot?" Rocket said.

"Yes, they taught it on Asgard. It was an elective."

"I am Groot." Groot said shortly.

"You'll know when we're there. Nivadellir's forge harnesses the power of a blazing neutron star." Thor said. "It's the birth place of my hammer. It's truly awesome." he said nostalgically.

Rocket turned to see Thor sitting sadly beside the window, and sighed.

"Okay, time to be the captain." Rocket said and walked to a console near by Thor. "So, dead brother, huh? Yeah, that can be annoying."

"Well, he's been dead before, but this time I think it really might be true."

"And you said your sister and your dad?"

"Both dead."

"Still got a mom, though?"

"Killed by a dark elf."

"A best friend?"

"Stabbed through the heart."

"Are you sure you're up to this particular murder mission?"

"Absolutely. Rage, vengeance, anger, loss, regret…They're all tremendous motivators. They really clear the mind. So I'm good to go." Thor said smiling widely.

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

"Better be some hammer."

"You know, I'm 1,500 years old. I've killed twice as many enemies as that, and every one would have rather killed me, but none succeeded. I'm only alive because fate wants me alive. Thanos is the latest in a long line of *morons* and he will be the latest to feel my vengeance."

"And what if you're wrong?"

"If I'm wrong then what more could I lose?" Thor said and stood and set himself at the front of the pod, beside Groot.

"I could lose a lot. Me personally. I could lose a lot." Rocket said and took an eyeball from somewhere on his person. "Okay. If fate does want you to kill that crapsack… You're gonna need more than one stupid eyeball." he said and gave Thor the eyeball.

"What's this?" Thor asked.

"What's it look like? Some jerk lost a bet with me on on Contraxia."

"He gave you his eye?"

"He gave me 100 credits. I snuck in later that night and stole his eye."

"Thank you, sweet rabbit." Thor said and kept putting the eyeball in his socket.

"Hmm. Huh? Oh. I would've washed that. The only way I could sneak it off Contraxia was up my…Hey, we're here!"

"I don't think this thing works. Everything seems dark." Thor said smacking his palm against the side of his head.

"It ain't the eye."

Nivadellir was dark and motionless as the three near it.

"Something's wrong. The star's gone out. And the rings are frozen." Thor said.

Later inside the forge, Thor, Rocket and Groot walked through a seemingly abandon, and cluttered room.

"I hope these dwarves are better at forging than they are cleaning…Maybe they realized they live in a junk pile in the middle of space…" Rocket said.

"This forge hasn't gone dark in centuries…" Thor said.

"You said Thanos had a gauntlet, right?" Rocket said looking to a pedestal.

"Yes. Why?"

"Look anything like that?"

"I am Groot." Groot said.

"Go back to the pod."

Suddenly a large figure storms towards them fiercely.

"Eitri, wait! Stop! Stop." Thor said.

"Thor?" Eitri said.

"What happened here?"

"You were supposed to protect us. Asgard was supposed to protect us!"

"Asgard is destroyed. Eitri, the glove. What did you do?"

Eitri paused before beginning his solemn story.

"300 dwarves 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. Then he killed everyone anyway. All except me. "Your life is yours." he said "But your hands are mine alone.""

"Eitri, this isn't about your hands. Every weapon you've designed, every axe, hammer sword…It's all inside your head. Now I know all hope feels lost. Trust me, I know. But together, you and I, we can kill Thanos."

Meanwhile Nebula was suspended in the interrogation room while a guard put her back together. Nebula ejected her eyepiece; disposing of the guard when he came to replace it. Then she walked to a console, dragging her dislocated metal foot behind her, and inputs a code.

"Mantis, listen very carefully. I need you to meet me on Titan." Nebula said.

Meanwhile Spider-Man, Iron Man and Strange were aboard the ship.

“Hey, what’s going on?” Spider-Man asked Iron Man.

“I think we’re here. I don’t think this rig has a self-park function.” Iron Man said and instructing Spider-Man to put his arm in the machine for piloting. “Get your hand into this steering gimbal. Close those around it. You understand?”

“Yep, got it.”

“This was meant for one big guy, so we gotta to move at the same time.”

“Okay. Okay. Ready.”

“We might wanna turn.”

“Turn! Turn! Turn!” Spider-Man said and Strange created a shield around them to prevent them from being killed in the landing.

The ship, now partially gone, landed on Titan.

“You alright?” Iron Man asked Strange. “That was close. I owe you one.”

Then Spider-Man descended from above in spider-like fashion.

“Let me just say, if aliens wind up implanting eggs in my chest or something… And I end up eating you, I’m sorry.” he said.

“I don’t wanna hear another single pop culture out of you for the rest of the trip. You understand?” Iron Man asked pointing at him.

“I’m trying to say that something is coming.”

Then a grenade rolled into view, and Spider-Man, Strange and Iron Man got back and Star-Lord, Drax, and Mantis appeared in the doorway.

“Thanos!” Drax yelled.

The Cloak of Levitation flew at Drax’s face and whipped him around. Star-Lord pinned Iron Man to the wall with a magnetic disc.

“Whoa, whoa, whoa, whoa! Please don’t put your eggs in me!” Spider-Man said crawling backward from Mantis.

Then he webbed her’ arms to her body, and Star-Lord flew at him front the side, kicking him down.

“Stay down, clown.” Star-Lord said.

Iron Man flew at the flying Star-Lord as Spider-Man extended his spider legs and jumped at him, but Star-Lord threw an electric cord that wrapped around him sending him to the ground.

“Die, blanket of death!” Drax said struggling with the Cloak of Levitation.

Iron Man pulled free of the magnet and they pulled weapons on each other. Star-Lord had Spider-Man in a head-lock, while Iron Man stood over Drax with a gun, and Strange stood ready near Mantis.

“Everybody stay where you are. Chill F out.” Star-Lord said and Quill powered off his helmet. “I’m gonna ask you this one time. Where’s Gamora?”

“Yeah, I’ll do you one better. Who’s Gamora?” Iron Man asked.

“I’ll do you one better! Why is Gamora?” Drax asked.

“Tell me where the girl is, or I swear to you, I’m gonna French fry this little freak.” Star-Lord said.

“Let’s do it! You shoot my guy, I blast him. Let’s go!” Iron Man said and extended his nanotech gun.

“Do it, Quill! I can take it.” Drax said.

“No he can’t take it!” Mantis said.

“She’s right. You can’t.” Strange said.

“Oh yeah? You don’t wanna tell me where she is? That’s fine. I’ll kill all three of you and beat it out of Thanos myself.” Star-Lord said. “Starting with you.” he said to Spider-Man.

“Wait, what, Thanos? All right, let me ask you this one time. What master do you serve?”

“What master do I serve? What am I supposed to say? “Jesus”?”

“You’re from Earth?” Iron Man said.

“I’m not from Earth. I’m from Missouri.”

“Yeah, that’s on Earth dip-shit. What are you hassling us for?”

“So, you’re not with Thanos?” Spider-Man said.

“With Thanos?” Star-Lord said. “No, I’m here to kill Thanos. He took my girl- Wait, who are you?” he scoffed.

“We’re the Avengers, man.”

“Oh.”

“You’re the ones Thor told us about.” Mantis said.

“You know Thor?” Iron Man said.

“Yeah. Tall guy, not the good-looking, needed saving.”

“Where is he now?”

At Nivadellir Eitri was showing Thor, Rocket and Groot the mold for Stormbreaker.

"This is plan? We're gonna hit him with a brick?" Rocket said.

"It's a mold. A king's weapon. Meant to be the greatest in Asgard. In theory, it could even summon the Bifrost." Eitri said.

"Did it have a name?" Thor asked.

"Stormbreaker."

"That's a bit much." Rocket said.

"So how do we make it?" Thor asked

"You'll have to restart the forge. Awaken the heart of a dying star."

"Rabbit, fire up the pod."

On the Titan Quill was measuring the planet's tilt and Mantis was jumping in the low gravity.

"The hell happened to this planet? It's eight degrees off its axis. Gravitational pull is all over the place." Quill said.

"Yeah, we got one advantage. He's coming to us. We'll use it. All right, I have a plan. Or at least the beginnings of one. It's pretty simple. We draw him in, pin him down, get what we need. Definitely don't wanna dance with this guy. We just need the gauntlet." Iron Man said. said and Drax yawned. "Are you yawning? In the middle of this, while I'm breaking it down? Huh? Did you hear what I said?"

"I stopped listening after you said, "We need a plan."" Drax said.

"Okay, Mr. Clean is on his own page." Iron Man said Quill.

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

“Uh, what exactly do they do?” Spider-Man asked.

"Kick names, take ass." Mantis said

"Yeah, that's right." Drax said quietly as he shift to a commanding position beside Mantis.

"Alright, just get over her, please. Mr. Lord can you get your folks to circle up?" Iron Man said and stood up for a minute with an expression of hopelessness.

"Mr. Lord." Star-Lord is said and motioning to Drax and Mantis.

"We gotta coalesce. 'Cause if all we come at him with is a plucky attitude.."

"Dude, don't call us plucky. We don't know what is means. Alright, we're optimistic, yes. I like your plan. Except it sucks, so let me do the plans, and that way it might be really good." Quill said.

"Tell him about the dance-off to save the universe." Drax said.

"What dance-off?" Iron Man asked.

"It's nothing." Quill said.

"Like in Footloose, the movie?" Spider-Man said.

"Exactly like Footloose. Is it still the greatest movie in history?" Quill said excitedly.

"It never was." Spider-Man said and Quill frowned sadly at him.

"Don't encourage this, alright?" Iron Man said.

"Okay."

"We're getting no help from Flash Gordon here."

"Flash Gordon? By the way, that's a compliment. Don't forget, I'm half human." Quill said and pointed at Iron Man and Spider-Man. "So that 50% of me that's stupid… That's 100% you."

"Your math is blowing my mind."

"Excuse me, but…Does your friend often do that?" Mantis asked.

Meanwhile Strange was sitting cross-legged, his hands poise in a mystic gesture with the Time Stone suspended between them. His eyes were closed, and his head was jerking rapidly from side to side.

"Strange, we alright?" Iron Man asked as Strange seemed to snap out of it as he started forward, letting out a cry. "You're back. You're alright. Hi."

“Hey, what was that?” Spider-Man asked

“I went forward in time to view alternate futures. To see all the possible outcomes of the coming conflict.” Strange said breathlessly.

“How did you see?” Quill asked.

“14,000,605.”

“How many did we win?” Iron Man asked and Strange paused a while.

“One.”

At Vormir Thanos and Gamora had just appeared outside a mountain.

"The stone had better be up there…For your sister's sake." Thanos said.

Inside the mountain they stood before a cloaked, faceless figure there to guard the way.

"Welcome, Thanos, son of Eros. Gamora, daughter of Thanos." Stonekeeper said.

"You know us?" Thanos said.

"It is my curse to know all who journey here."

"Where's the Soul Stone?"

"You should know…It extracts a terrible price."

"I am prepared."

"We all think that at first." Stonekeeper said and the figure glided farther out of the shadows revealing to be Red Skull. We are all wrong."

Soon Red Skull was leading Thanos and Gamora to an outside pinnacle.

"How is it you know this place so well?" Thanos asked.

"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." Red Skull said and they came to the edge of mountaintop, and stopped at the precipice. "What you seek lies before you. As does what you fear."

"What's this?"

"The price. Soul hold a special place among the Infinity Stones. You might say it has a certain wisdom."

"Tell me what it needs."

"To ensure that 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."

Gamora started to laugh at the irony of the situation.

"All my life, I dreamed of a day…A moment when you would get 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 it told you no. You failed. And do you wanna know why? Because you love nothing. No one." she said.

"No." Thanos said turning to face her with tears in his eyes.

"Really? Tears?"

"They're not for him." Red Skull said.

Gamora looked at him and realized what was about to happen.

"No. This isn't love." she said.

"I ignored my destiny once. I cannot do that again. Even for you. I'm sorry, little one." Thanos said and grabbed her by the arm and took her to the precipice.

"No!" she said and tried break from his grasp but he soon threw her over the side, and watched sorrowfully as she fell to her death.

A few seconds later Thanos was lying in water. He opened his hand and saw he now has the Soul Stone.

On the Quinjet Sam was piloting Rhodey, Steve, Natasha, Wanda and Vision.

"Drop to 2600, heading 0-3-0. I hope you're right about this, Cap. Or we're gonna land a lot faster than you want to." Sam said as the Quinjet passed through a force field into Wakanda.

"When you said we were going to open Wakanda to the rest of the world…This is not what I imagined." Okoye said walking with T'Challa and a band of the King's Guard.

"And what did you imagine?" T'Challa asked

"The Olympics. Maybe even a Starbucks."

The occupants of the Quinjet descend the ramp.

"Should we bow?" Bruce asked Rhodey.

"Yeah, he's a king." Rhodey said

"Seems like I'm always thanking you for something." Steve said shaking hands with T'Challa.

Bruce bowed in front of him.

"What are you doing?" Rhodey asked.

"Uh, we don't do that here." T'Challa said and issued with a motion of his hand. "So how big of an assault can we expect?" he asked and the group started walking back the way it came to greet the guests.

"Uh, sir, I think you can expect quite a big assault." Bruce said.

"How we looking?" Steve asked.

"You will have my King's Guard, the Border Tribe, the Dora Milaje, and…" T'Challa started.

"A semi-stable, 100-year-old man." Bucky said walking toward Steve and they hugged.

"How you been, Buck?" Steve asked.

"Uh, not bad, for the end of the world."

Later they were in Shuri's lab and Vision was laying on a table, while Bruce and Shuri stood over him, and the others watch. Shuri scanned the stone and studies the hologram.

"Whoa. The structure is polymorphic." she said.

"Right, we had to attach each neuron non-sequentially." Bruce said.

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

"Because, we didn't think of it." he said staring for a minute.

"I'm sure you did your best." she said smiling.

"Can you do it?" Wanda asked.

"Yes, but there are more than two trillion neurons here. One misalignment could cause a cascade of circuit failures." Shuri said. "It will take time, brother." she said to T'Challa.

"How long?" Steve asked.

"As long as you can give me."

"Something's entered the atmosphere." Okoye said looking at a device that just alerted her.

Outside Sam and Bucky were standing looking up a the sky.

"Hey, Cap, we got a situation here." Sam said over comm.

The defense shield around Wakanda destroyed one of the vessels entering the atmosphere.

"God, I love this place." Bucky said.

"Yeah, don't start celebrating yet, guys. We got more incoming outside the dome." Sam said.

"It's too late. We need to destroy the stone now." Vision said appearing beside the window with the others.

"Vision, get your *rear* back on the table." Natasha said turning towards Vision.

"We will hold them off." T'Challa said.

"Wanda, as soon as the stone's out of his head…you blow it to hell." Steve said to Wanda.

"I will." Wanda said.

"Evacuate the city. Engage all defense procedures." T'Challa said. "And get this man a shield." he said pointing at Steve.

At Nivadellir Rocket was in the pod and Thor jumped from the roof onto the rings with a rope in his hand attached to the pod.

"I don't think you get the scientific here. These rings are wanna get thm moving…You're gonna need something a lot bigger to yank 'em loose." Rocket said.

"Leave that to me." Thor said

"Leave that to you? Buddy, you're in space. All you got is a rope and a-"

Then Thor started swinging the pod around and let the pod drag him, until he stopped himself by digging his feet into the ring, still holding the pod. The rings started to move.

"More power, rabbit!" Thor said.

Finally the star burst into life, the rings align and a jet of light streamed through the forge.

"Well done, boy." Eitri said.

Thor, hanging on, looked through the pod window, at Rocket, an points to the star.

"That's Nivadellir." Thor said and the iris closed and the beam of light receded back into the star.

"Dang it." Eitri said.

"*Dang* it."? What's "*dang* it?" Rocket asked.

"The mechanism is crippled."

"What?" Thor asked.

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

"How long will it take to heat?"

"A few minutes, maybe more. Why?"

"I'm gonna hold it open."

"That's suicide."

"So is facing Thanos without that axe."

At Wakanda battlefield their carriers hover over the ground with Wakandan soldier and Natasha, Steve and Bucky on board, and Bruce was in the Hulkbuster.

"How we looking, Bruce?" Natasha asked.

"Yeah, I think I'm getting the hang of it. Wow! It's like being the Hulk without actually-" Bruce said walking and stumbled on a rock, and a carrier went by, from which Okoye gave him a dubious look and he tood. "I'm okay. I'm okay."

"We got two heat signatures breaking through the tree line." Sam said

M'Baku of the Jubari rallied his soldiers with a war cry and stopped as T'Challa neared him.

"Thank you for standing with us." T'Challa said.

"Of course, brother." M'Baku translated.

T'Challa, Steve and Natasha walked to the edge of the barrier, where Proxima and Obsidian Cole stood.

"Where's your other friend?" Natasha asked.

"You will pay for his life with yours. Thanos will have that stone." Proxima said.

"That's not gonna happen." Steve said.

"You are in Wakanda now. Thanos will have nothing but dust and blood." T'Challa said.

"We… Have blood to spare." Proxima said and raised her right arm with a cry, and several large ships emerged from the forest behind her.

T'Challa, Steve and Natasha returned to the front line.

"Did they surrender?" Bucky asked.

"Not exactly." Steve said

T'Challa lead the Wakandans in the war cry "Yibambe!" telling them to hold fast as the Outriders bound toward the barrier.

"What the hell?" Bucky said.

"Looks like we pissed her off." Natasha said.

T'Challa commanded the soldiers to engage their shields.

"They're killing themselves." Okoye said watching as the Outriders bombard the dome only a few getting through.

"You seen the teeth on those things?" Sam said sending redwings into the fight as he flew

"Alright, back up, Sam. You're gonna get your wings singed." Rhodey said and flew over a section that had been breached and dropped a barrage of mines.

"Cap, if these things circle the perimeter and get in behind us…There's nothing between them and Vision."

"Them we better keep 'em in front of us." Steve said.

"How do we do that?" Okoye asked T'Challa.

"We open the barrier." T'Challa said putting his hand to his ear. "On my signal, open North-West Section Seventeen."

"Requesting confirmation, My King. You said open the barrier?" a Wakandan Officer said

"On my signal."

"This will be the end of Wakanda." M'Baku said to Okoye.

"Then it will be the noblest ending in history." Okoye said and the section of the barrier was opened.

"Wakanda Forever!" T'Challa said and crossed his hands over his chest as his Black Panther helmet covered his face, leading the army as they ran toward the barrier. T'Challa and Steve were at the front of the advancing army. "Now!" he said and the section in the barrier disappeared and the Outriders charge at them. "How much longer, Shuri?" he asked over the comm.

"We've barely begun, brother." Shuri said.

"You might want to pick up the pace."

Meanwhile Thor was on the rings of Nivadellir.

"All fathers, give me strength." Thor said.

"You understand, boy? You're about to take the full force of a star. It'll kill you." Eitri said

"Only if I die."

"Yes. That's what killing you means."

Thor grasped the handholds and pulled, slowly opening the iris. The stream of light returned and awakened the forge once more.

"Hold it! Hold it, Thor!" she said and watched the metal melt, and tipped the cauldron, pouring it into the mold.

Thor passed out, and the jet carried him to the forge. Rocket followed him, in the pod, and Groot looked up from his game when Thor landed near him.

"Thor! Say something. Come on. Thor, you okay?" Rocket asked kneeling over Thor. "I think he's dying." he said to Eitri.

"He needs the axe! Where's the handle? Tree, help me find the handle!" Eitri said.

Groot looked sadly at Thor, stood and grew a longer arm, weaving it around the axe and hammer, joining them, and then cutting his arm off at the usual length. Thor's hand opened slightly and the hammer rised from the ground; lightening flickering from it.

At Wakanda the Avengers and Wakandans were struggling against the Outriders. Suddenly, a large beam of light landed nearby, and they topped to look up as the axe flew through the air, electrocuting the Outriders. Then Thor appeared with his new axe Stormbreaker, alongside Rocket and Groot.

"Hah! Hah! Hah! You guys are so screwed now!" Bruce said laughing with joy.

"BRING ME THANOS!" Thor said and charged toward the hoards of Outriders, followed by Groot and Rocket.

On the Titan, Thanos was in front of Strange, who appeared to be the only one there.

"Oh, you're much more of a Thanos." Strange said.

"I take it the Maw is dead. This day extracts a heavy toll. Still, he accomplished his mission." Thanos said.

"You may regret that. He brought you face-to-face with the Master of the Mystic Arts."

"And where do you think he brought you?" Thanos asked.

Star-Lord was near by behind wreckage with his weapon ready, and Spider-Man was above the structure where Strange sits."

"Let me guess. Your home?"

"It was. And it was beautiful." Thanos said smiling reminiscently. "Titan was like most planets. Too many mouths, and not enough to go around. And when we faced extinction, I offered a solution." he said and used the reality stone to show Strange Titan before destroyed.

"Genocide."

"But at random, dispassionate, fair to rich and poor alike. They called me a madman. And what I predicted came to pass." Thanos said and the illusion faded into the true state of Titan.

"Congratulations. You're a prophet."

"I'm a survivor."

"Who wants to murder trillions."

"With all six stones, I could simply snap my fingers, and 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" Strange said. "equal to yours." he said using his hands motion.

"Ours?" Thanos said and looked up in time to a see a chunk of wreckage coming down on him, and tried to use the Power to stop, but was too late.

"Piece of cake, Quill." Tony said flying in.

"Yeah, if your goal was to *tick* him off." Quill said flying in from the other side.

The wreckage on top of Thanos erupted, the pieces glowing with purple. He shouted as he used the Power Stone to force the pieces at Tony Peter webbed his eyes, and swung in the kick him in the face. Then Strange summoned a blade, but Thanos stopped it with his hand, and tore the web from his eyes. He advanced on Strange, and kicked him just as Strange summoned a shield, absorbing the force of his blow, but knocking him back. Star-Lord shot Thanos from behind, and Thanos used the Power Stone to shoot balls on energy at Star-Lord while he advanced by the steps Strange formed in the air, and put an electric mine on his back. Then he turned to Quill, as he disengaged his helmet and dove backward into a portal, flipping him off.

"Boom!" Star-Lord said and Thanos tried to use the Space Stone to pull Quill back.

"Do not let him close his fist." Strange said to the Cloak of Levitation.

The Cloak closed around Thanos' fist, and the mine on his back went off. Then Spider-Man appeared on his right from a portal.

"Magic." he said and kicked him in the head. "More magic." he said and leapt into another portal.

As Thanos tried to recover, he appeared through another portal behind him.

"Magic with a kick!" Spider-Man said and kicked him again in the head with his right leg.

Then he finally, he appeared on his right.

"Magic with a-"

Before he could finish Thanos turned, grabbing him from the air, and throwing him to the ground, with his hand around his neck.

"Insect!" Thanos said then threw him, about to use the gauntlet, but was interrupted by an explosion caused by Tony shooting a missile at him.

As the flames blind Thanos, Peter attached a web to him, and strained against it. Thanos pulled him toward him, but looked up as a ship crashed beside him, and Nebula jumped in front of him.

"Well, well." Thanos said.

"You should have killed me." Nebula said.

"It would've been a waste of parts!"

"Where's Gamora?!" she said and ran at him attacking him with her sword.

Strange used the Space Stone to case her aside, flailing. Then he formed energy ropes that grapple onto the gauntlet. Thanos tried pulling it free, as Star-Lord shot a electric magnet onto the ground beside him, holding down his other hand. Peter swung in, and made a string of web, holding him back, enabling his spider legs to anchor himself, as Strange opened a portal above Thanos out of which dropped Mantis, who landed on his shoulders, her hands on his temples. He screamed as she trieed to put him under.

"Is he under? Don't let up." Tony said pulling on the gauntlet.

"Be quick…. He is very strong!" Mantis said starting to cry.

"Parker, help! Get over here." Tony and Spider-Man withdraw his web and hurried to help him with the gauntlet. "She can't hold him much longer. Let's go. We gotta open his fingers to get it off!"

Then Star-Lord landed and oined with the others.

"I thought you'd be harder to catch. For the record, this was my plan. Not so strong now, huh? Where's Gamora?" she said.

"… My… Gamora…?" Thanos said.

"Oh, bull–shit. Where is she?"

"He is in anguish!" Mantis said shocked.

"Good."

"He… he… he mourns!" Mantis said crying.

"What does this monster have to mourn?!" Drax asked.

Suddenly Nebula understood in horror what Thanos had done.

"Gamora." she said.

"… What?" Star-Lord asked.

"He took her to Vormir. He came back with the Soul Stone… but she didn't."

"Okay, Quill, you gotta cool it right now, understand?" Tony said and Quill slowly turned to Thanos. "Don't, don't, don't engage, we've almost got this off!"

"Tell me she's lying." Star-Lord said. "ASSHOLE! Tell me you didn't do it!" he enraged.

"I… had… to." Thanos said.

"No, you didn't… No, you didn't…" Star-Lord said quietly while starting to tear up. "NO, YOU DIDN'T!" he said and kept raging and then proceeded to pistol-whipping Thanos in the face.

"Quill!" Drax said.

Quill used his gun to pound Thanos in the face twice and Tony went to hold him back, as Peter was left to pull off the gauntlet.

"Hey, stop! Hey, stop! Stop! Hey, stop! Stop!" Tony said to the struggling Quill.

"It's coming! It's coming! I got it! I got it…!" Spider-Man said but Thanos woke up butting Mantis from his shoulders and grabbing the cuff of the gauntlet just as it was sliding off his hand, causing Peter to stumble back and Mantis to go flying. "Oh, God!" he said seeing Mantis flying and jumped and hugged her, extending his spider legs giving them a safe landing.

Strange summoned a weapon, and Thanos used the Space Stone to throw him away. Then, Tony shot at him, but Thanos bat him down, and used the Space Stone to pull down the surface of a moon. Then Tony tried to fly away, but a large chunk pinned him down.

At Vormir, Thanos and Gamora had just appeared outside a mountain.

"The stone had better be up there…For your sister’s sake.” Thanos said.

Inside the mountain they stood before a cloaked, faceless figure there to guard the way.

"Welcome, Thanos, son of Eros, Gamora, daughter of Thanos." Stronekeeper said.

"You know us?" Thanos said.

"It is my curse to know all who journey here."

"Where is the Soul Stone?"

"You should know: it extracts a terrible price."

"I am prepared."

"We all think that at first." Stonekeeper said. "We are all wrong." he said revealing Red Skull.

"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."

__________________________________________________________________________________________________________________________________________________________________________________________

"I was a child when you took me." Gamora said.

"I saved you." Thanos said.

"No, no, we were happy on my home planet."

"Going to bed hungry, scrounging for scraps? Your planet was on the brink of collapse. I was 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 correcting."

"YOU DON'T KNOW THAT!"

"I'm the only one who knows that. At least, I'm the only who the will to act on it."

__________________________________________________________________________________________________________________________________________________________________________________________

"You speak Groot?!" Rocket said.

"Yes, they taught it on Asgard. It was an elective." Thor said.

"I am Groot?" Groot said.

"You'll know when we're close. Nidavellir's forge harnesses the blazing power of a Neutron Star. It's the birthplace of my hammer; it's truly awesome."

"Okay, time to be the Captain." Rocket said to himself. "So, dead brother, huh? That can be annoying." he said to Thor.

"Well, he's been dead before. But this time… I think it really might be true."

"And you said that your sister and your dad…" Rocket said.

"Both dead." Thor said.

"But, still got a mom, though?"

"Killed by a Dark Elf."

"Best friend?"

"Stabbed through the heart."

"You sure you're up for this particular murder mission?"

"Absolutely. The rage, vengeance, anger, loss, regret, they're all tremendous motivators. They truly clear the mind… so, I'm good to go."

"Yeah, but this is Thanos we're talking about, he's the toughest there is."

"Well, he's never fought me."

"… Yeah, he has!"

"Well, he's never fought me twice. And I'll have a new hammer, don't forget."

"Well, it'd better be some hammer."

"You know, I'm one thousand and five hundred years old. I've killed twice as many enemies as that, and every one of them would have 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'll 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?"

__________________________________________________________________________________________________________________________________________________________________________________________

"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 it told you no. You failed. And do you wanna know why? Because you love nothing. No one." Gamora said.

"No." Thanos said and shed a tear

"Really? Tears?"

"They are not for him." Red Skull said and Gamora realized what Thanos was going to do.

"No. This isn't love." she said.

"I ignored my destiny once. I cannot do that again. Even for you." Thanos said.

Gamora aguishly took the double-edged knife Thanos had given her, then tried to kill herself. But Thanos used the Reality Stone, turning the knife into bubbles.

"I'm sorry, Gamora." he said anguished

"NO!" Gamora said muted.

__________________________________________________________________________________________________________________________________________________________________________________________

"We gotta work together. Because if all we come out with is a plucky attitude…" Tony said to the Guardians.

"Dude, don't call us plucky. We don't know what it means. We're more optimistic, yes. I like your plan. Except…it sucks. So, let me do the plan and that way…it might be really good." Quill said.

"Tell him about the dance-off to save the universe." Drax said.

"What dance-off?" Tony asked

"It's not a thing." Quill said.

"Like in Footloose? The movie?" Spider-Man said.

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

"It never was."

"Don't encourage this alright we're not getting any help from Flash Gordan." Tony said.

"Flash Gordon? That's a compliment. Don't forget, I'm half human. So that 50% of me that's stupid, that's 100% you." Quill said.

__________________________________________________________________________________________________________________________________________________________________________________________

Then Thanos emerged from a teleport on the ruined Titan.

"Oh, yeah. You're much more of a "Thanos"." Strange said.

"I take it that Maw is dead? This day extracts a heavy toll. Still, he accomplished his mission." Thanos said.

"You may regret that. He brought you face-to-face with the Master of the Mystic Arts."

"Where do you think he brought you?"

"Let me guess. Your home."

"It was." Thanos said and activated the Reality Stone, showing a holographic image of a populated Titan. "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; To rich and poor alike. 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."

"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 wills equal to yours." Strange said and summoned his Mandalas, entering a fighting pose.

"Ours?" Thanos said and Tony crushed him with a pillar of wreckage.

"Piece of cake, Quill." Tony said.

"Yeah, if your goal is to piss him off!" Quill said.

__________________________________________________________________________________________________________________________________________________________________________________________

"So this is it. It's all been leading to this." Iron Man said.

__________________________________________________________________________________________________________________________________________________________________________________________

"Ready?" Thor asked.

"Let's go." Steve said

"He won't stop. Until he destroys half the universe. Everything you know… Everything you love… It will all be gone." Gamora said.

"Let's talk about this plan of yours. I think it's good, except it sucks. So let me do the plan and that way it might be really good." Quill said.

"Wow." Tony said.

__________________________________________________________________________________________________________________________________________________________________________________________

"The end is near. When I'm done, half of humanity will still exist. Perfectly balanced, as all things should be." Thanos said.

__________________________________________________________________________________________________________________________________________________________________________________________

"New haircut? I notice you've copied my beard. Oh, by the way, this is a friend of mine. A tree." Thor said.

"I am Groot." Groot said.

"I am Steve Rogers." Steve said.

__________________________________________________________________________________________________________________________________________________________________________________________

"Thank you for standing with us, M'Baku." T'Challa said.

"Of course, brother." M'Baku said.

__________________________________________________________________________________________________________________________________________________________________________________________

"How much longer, Shuri?"

__________________________________________________________________________________________________________________________________________________________________________________________

"Hulk. Hulk, I know you like making your entrance at the last second, well, this is it, man. This is the last, last second. Hulk! Hulk! Hulk!" Bruce said trying to change into Hulk.

"NOOOO!" Hulk said.

"Oh, screw you, you big green asshole! I'll do it myself!"

__________________________________________________________________________________________________________________________________________________________________________________________

Thanos had just got the Infinity Stones; suddenly Thor hurled Stormbreaker, sending it right into Thanos' chest.

"I told you. You'd die for that!" Thor said and took hold of the back of Thanos' head forcing Stormbreaker deeper into his chest, staring angrily into his eyes while Thanos cried out in pain.

"You should've… You…. You should've gone for the head!" Thanos said, raised his gauntlet and snapped his fingers.

"NO!"

Thanos was now briefly inside the Soul Stone, where he saw a young Gamora on the home world of the Zen-Whoberi.

"Daughter?" he said.

"Did you do it?" Gamora asked .

"Yes."

"What did it cost?"

"… Everything." he said solemnly

Now out of the Soul Stone, Thanos noticed the damages inflicted on the scorched Gauntlet.

"What did you do?" Thor asked."WHAT DID YOU DO?!" he yelled angrily.

Thanos mockingly smirked at him before he used the Space Stone and teleported away, leaving Stormbreaker left on the Wakandian field.

"Where'd he go? Thor… where'd he go?" Steve asked

"Steve?" Bucky said feeling his prosthetic arm turning into ash.

Suddenly he stumbled over, and collapsed into ashes, much to Steve's shock; Thor watched him mourning Bucky's death. On the battlefield, Wakankan soldiers disintegrated to ashes, much to M'Baku's horror.

"Up, General. Up! This is no place to die." T'Challa said while reaching for a fallen Okoye.

Suddenly he disintegrated into ashes and Okoye fell back on the ground, much to her anguish.

"Hezvo…?!" she said.

"I am Groot…" Groot said to Rocket resting on a tree branch; slowly disintegrating.

"No…. No. No. No. No! Groot… no."Rocket said in horror as Groot started slowly to corrode into ashes.

Then Scarlet Witch was mourning over Vision then turned into ashes. An injured Sam turned to ashes, hidden in the brush.

"Sam? Sam!? Where you at?!" Rhodey said searching for Sam, missing him by only a few feet.

Back on Titan, the remaining members of the Guardians and Avengers helped themselves up from their battle against Thanos they had lost.

"Something… is… happening." Mantis said and got killed into ashes.

"Quill…?" Drax said to Quill as his right arm and lower-half of his body slowly turned to ashes.

Then Drax got disintegrated next as Quill stared in horror.

"Steady, Quill." Tony said.

"Aw, man." Quill said and also got disintegrated into ashes.

Then Strange calmly turned to Iron Man.

"Tony, there was no other way." he said and finally got erased.

Then Spider-Man felthhimself starting to disintegrate and went want to die.

“Mister Stark? I don’t feel so good…” he said.

“You’re all right.” Iron Man said trying to be calm.

Peter saw stumbling.

“I don’t know what’s – I don’t know what’s happening. I don’t –” he said and fell into Tony’s arms, clutching him tight and crying. “Save me, save me! I don’t wanna go, I don’t wanna go, Mister Stark, please. Please, I don’t wanna go. I don’t wanna go… I’m sorry.” he said and disintegrates into ashes in Tony’s arms.

"He did it." Nebula said to Peter seeing Thanos' victory.

Tony mourned silently at his failure it caused.

Back on Wakanda, the remaining team members, Captain America, Thor, War Machine, Black Widow, Bruce and Rocket were left mourning near Vision's dead body.

"What is this? What the hell is happening?" Rhodey asked.

"…. Oh, God." Steve said.

Meanwhile, on a different planet, Thanos sat down and watched the sun rising.

"Still no word from Stark?" Fury said.

"No, not yet. We're watching every satellite in both hemispheres, there's still nothing." Hill said and received three beeps from her device.

"What is it?"

"Multiple bogeys over Wakanda."

"Same energy signatures as New York?"

"Ten times bigger."

"Call Klein. We'll meet him at –"

"NICK!"

Suddenly, a car spiraled out of control into them. Hill went over to check on the driver of the car, but saw no one is in there.

"They okay?" Fury asked.

"There's no one here."

Suddenly, a helicopter, with ash flying out, crashed into a building. The two were witnessing civilians around them suddenly disintegrating.

"Call control. Code Red!" he said.

"Nick…?" she said alerting him.

Then he turned around to see her disintegrating.

"Hill?" he said then raced back to their car and got a pager out sending out an emergency alert, mere seconds before his hand turned into ashes. "Oh, no. Motherf –" he then corroded to dust.

The pager fell to the ground; and the device displayed a red-and-blue star insignia, indicating the symbol of Captain Marvel.

Tony was walking towards unconscious Steve on the ground.

"Come on. Wake up." he said. "You lose this again, I'm keeping it." he said holding Steve's shield.

"What happened?" Steve asked.

"You messed with time. It tends to mess back. You'll see." Tony said and helped him to his feet.

Then they walked up to join Thor, observing 2014 Thanos from a distance.

"What's he been doing?" Tony asked.

"Absolutely nothing." Thor said.

"Where are the stones?" Steve asked.

"Somewhere under all this. All I know is he doesn't have them." Tony said.

"You know it's a trap, right?" Thor asked.

"Yeah. And I don't care."

"Good. Just as long we are all in agreement." Thor said and thunder cracked as he stretched out both hands to summon both Stormbreaker and 2013 Mjolnir. Then his casual clothes transformed into his amour and cape, with his beard getting some braid treatment. "Let's kill him properly this time." he said and they walked over to confront Thanos face to face.

"You could not live with your own failure. And where did that bring you? Back to me. 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." 2014 Thanos said.

"Yep. We're all kinds of stubborn." Tony said.

"I'm thankful. Because now, I know what I must do." 2014 Thanos said and stood up. "I will shred this universe down to its last atom." he said and put on his helmet. "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 said and Thor lit himself up. "A grateful universe."

"Born out of blood." Steve said.

"They'll never know it. Because you won't be alive to tell them."

The fighting started and Thor and Tony went straight at him.

Meanwhile, Hulk was under all of the mess trying to hold up the structure. Rhodey and Rocket were breathing for their lives.

"See you on the other side, man." Rhodey said.

"Hang on! I'm coming!" Scott said.

Meanwhile Hawkeye was running with the infinity gauntlet blowing the place, and escaped before the Outriders overwhelm him. Then he saw Nebula.

"Oh, hey– I know you." he said and gave her the gauntlet.

Then she put her hand on her earpiece.

"Father." 2014 Nebula said and Clint gasped and found out that she's from 2014. "I have the stones." 2014

"What?!" he said and tried getting up but she stepped her foot down on him and points her gun at him.

"Stop." 2014 Gamora said and came around the corner.

"You're betraying us?" 2014 Nebula said and with her hands up, joined 2014 Gamora.

Then she point edher gun at her future self.

"You don't have to do this." Nebula said.

"I am this."

"No, you're not." 2014 Gamora said.

"You've seen what we become." Nebula said.

"Nebula, listen to her."

"You can change."

"He won't let me." 2014 Nebula said and pointed her gun at 2014 Gamora.

"NO!" 2014 Gamora said.

Then present Nebula shot 2014 Nebula and she died. Hawkeye picked up the Infinity Gauntlet.

Back with Peter, Steve and Thor.

"Okay, Thor. Hit me." Tony said and Thor banged his 2 hammers together combined with his lightning.

Tony's suit sucked up the energy and he shot it out using his hands and his body. Thanos twirled his blade really fast to divert the energy. Then he grabbed Stormbreaker and used it to bat Mjölnir to hit Thanos who used Tony as a shield resulting in damage to his system.

“Boss, wake up!” F.R.I.D.A.Y.

Steve tried to attack Thanos but was easily shielded away by the Mad Titan. Thor's attack on him was blocked by his sword. Thor was beaten and choked by Thanos, as he punched him. Mjolnir was flicked away as Thanos relentlessly beat up Thor, throwing him into a tree and socking him before throwing him over rubble and socking him again. Thor tried grabbing Stormbreaker but Thanos grabbed it and used it against Thor as he tried to defend himself. 2013 Mjolnir started floating off the ground while Thanos was digging it into Thor, when suddenly Mjolnir flew into Thanos, zoomed past, stopped and flew back, both look on in amazement as Steve picked up the hammer.

"I knew it!" Thor said.

Then 2014 Thanos' kicked him to the ground and proceed to battle Steve dual wielding both his shield and 2013 Mjolnir.

Steve proceeded to charge at Thanos swinging 2013 Mjolnir and hitting Thanos in the face knocking him down. Steve threw his shield and 2014 Thanos deflected, Steve threw 2013 Mjolnir to his shield creating a shockwave and knocking 2014 Thanos off his feet. Then Steve went on the offensive on him, throwing his shield first at him and quickly hitting it back at him again with Mjolnir. He lined his arm back up and underarmed a channel of lightning on Thanos who eventually got the upper hand as he removed his helmet, stabbed Steve on the leg and knocked 2013 Mjolnir out of his hand. Thanos proceeded to destroy Steve's shield with his double-bladed sword and threw him across the battlefield.

Then Steve staggeredly tried to get up.

"In all my years of conquest– violence– slaughter– It was never personal. But I'll tell you now– what I'm about to do to your stubborn, annoying little planet– I'm gonna enjoy it. Very, very much." 2014 Thanos said and summoned his entire army to the ground including the Children of Thanos, Chitauri, Sakaarans, Outriders and Chitauri Gorillas.

Upon seeing the army descending on Earth, Steve slowly got back to his feet. With a fierce determination, he tightened his broken shield to his arm and stood against Thanos' giant army alone. Suddenly, a crackling came in on his communicator.

"Hey, Cap, you read me?" Sam said and Steve stopped and looked around. "Cap, it's Sam. Can you hear me?" he said and a yellow portal started forming behind him. "On your left."

Steve looked behind to see the portal on his left side. Three figures step through; Okoye, Shuri, and Black Panther, fully restored and ready to fight. Steve and the revived Wakandans shared a look when Sam zoomed in from above in his Falcon armor. As he did, dozens more portals started opening all around the battlefield. Through one of these, Strange descended in joined by Drax, Mantis, Star Lord, and Peter. Everyone watched in confusion and awe as more and more heroes arrived from all corners of the universe, all backed up with forces of their own including Black Panther and his Wakandan army, Valkyrie and the Asgardians, Wong and the Masters of the Mystic Arts and several Ravager ships. Amongst the throngs of heroes we see Bucky, Groot, the Scarlet Witch, the Wasp, and Pepper in her own iron suit arrived. Nearly every hero had magically been transported to the battlefield to face Thanos' hordes.

"Is that everyone?" Strange asked.

"What, you wanted more?" Wong asked.

Giant-Man emerged from the rubble of the Avengers facility with Professor Hulk, War Machine and Rocket. The Avengers, Guardians, Wakandans, Asgardians and Ravagers took up battle positions standing across Thanos' forces.

"AVENGERS!" Steve said and summoned Mjolnir. "–assemble."

Thor made a battle cry, as does Black Panther and the heroes charge, the Avengers theme swelling with their stride. Thanos raised his sword towards them, commanding his army to charge as well. Then both sides collide. Drax and Korg, Pepper and Tony, all were battling against Thanos' army.

Steve and Thor were fighting and Steve took Stormbreaker but Thor flew to him and passed Mjolnir.

"No, no, give me that. You have the little one." he said.

Meanwhile Tony was fighting some of Thanos' army. But Cull Obsidian punched him to the ground, then Giant-Man stomped him flat and Peter ran to Tony.

"Hey! Holy cow! You will not believe what's been going on. Do you remember when we were in space? And I got all dusty? I must've passed out, Because I woke up, and you were gone. But Doctor Strange was there, right? He was like, "It's been five years. Come on, they need us." And then he started doing the yellow sparkly thing that he does all the time." Peter said.

"He did? Oh, God." Tony said.

"What are you doing?" Peter asked and Tony hugged him, making him shocked, but hugged Tony back. "Oh, this is nice."

Meanwhile Star-Lord was fighting a bunch of Sakaarans, killing all of them except one, making him fall over dead and he dropped on Qull. He got up and saw 2014 Gamora. Thinking its present Gamora, he was shocked.

"Gamora?" Quill said and slowly approached her. "I thought I lost you." he said and touched her hair, not knowing she isn't present Gamora.

Then she grabbed his hand firmly off her hair.

"Ow." he said.

Then she kicked him in the nuts, slightly hurting him.

"Don't– touch–" she said and kicked him again, but harder. "me!" she said and he fell from the pain, while she wiped her face.

"You missed the first time– Then you got them both the second time."

"This is the one? Seriously?" she asked Nebula.

"The choices were him, or a tree." Nebula said.

Quill was pointing to 2014 Gamora in confusion, then to Nebula in question, and then back to Gamora.

Later, Clint was running with the gauntlet.

"Cap, what do you want me to do with this damn thing?" he asked.

"Get those stones as far away as possible!" Steve said.

"No! We need to get them back where they came from." Bruce said.

"No way to get them back. Thanos destroyed the quantum tunnel." Tony said.

"Hold on!" Scott said and shrunk to normal size and pulled out a remote. "That wasn't our only time machine." he said and pressed the button, activating Luis's van's Horn and was heard from afar.

Hearing so, Steve went to higher ground.

"Anyone see an ugly, brown van up there?" he asked.

"Yes! But you're not gonna like where it's parked!" Valkyrie said.

"Scott, how long you need to get that thing working?" Tony asked.

"Maybe ten minutes." Scott said.

"Get it started. We'll get the stones to you." Steve said.

"We're on it, Cap." Hope said.

Then they shared a look and they shrunk. Scott grabbed her and they flew to the van. Strange trapped a group of Chitauri in his magic and sent them through portals as Tony joined him.

"Hey. You said one out of 14 million, we win, yeah? Tell me this is it." Tony said.

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

"You better be right."

Meanwhile Scott and Hope were entering a small hole in the van's window, getting to the drive seat, regrowing and trying to activate the Quantum Tunnel.

"It's a mess back here." Hope said.

"It's– it's dead." Scott said.

"What?"

"It's dead. I have to hotwire it."

"Where's Nebula?" Thanos asked.

"She's not responding." Corvus said.

"Sire!" Ebony said pointing and Thanos saw the gauntlet.

Clint rushed through Outriders, before finding himself surrounded and saved by Black Panther.

"Clint! Give it to me." T'Challa said and Clint gave him the Gauntlet and he ran towards the van while fighting Thanos' army.

Eventually he was stopped by the double edged sword, boomeranged by Thanos. When it got back to him, he charged T'Challa, but was stopped by Wanda, filled with anger for the loss of Vision.

"You took everything from me." Wanda said.

"I don't even know who you are." 2014 Thanos said.

"You will." she said and with her powers, she picked up some debris on the ground and tried to crush him with it.

Ebony May grabbed the Gauntlet with his telekinesis of bricks and did the same for T'Challa, trying to stop him from getting the glove.

"I got it!" Peter said and grabbed the Gauntlet with his webshooters and swa surrounded by Chitauri. "Activate Instant Kill!" he said and the Robotic Spider Legs came out of his back, stabbing the Chitauri.

Thanos tried to kill Wanda with his double-bladed sword, but Wanda pushed it away and used her powers to try and crush him.

"Rain fire!" 2014 Thanos said.

"But sire, our troops!" Corvus said.

"Just do it!"

Then the spaceship cannons appeared and started firing at the heroes. It flung Wanda away. Wong made a shield and held it up and the others did the same. Suddenly one of the cannons hit a dam and water started flooding into the battlefield. Pepper was the first to notice.

"Uh, is anyone else seeing this?" she asked.

Strange looked at the broken dam and used his magic to stop the water from flooding the battlefield.

Meanwhile, Peter was still battling the Chitauri.

“I got this. I got this! Okay, I don't got this. Help! Somebody, help!” Peter said.

"Hey, Queens, heads up." Steve said, threw Mjolnir, and Peter shot a web and glided along.

Then Pepper caught him.

"Hang on. I got you, kid." she said and dropped him on Valkyrie's Pegasus.

“Hey! Nice to meet you– OH, MY GOD!” Peter said and the cannons knocked him off the Pegasus, then turned to face something in the sky as the cannons start shooting at something.

"What the hell is this?" Sam asked.

"F.R.I.D.A.Y., what are they firing at?" Tony asked.

"Something just entered the upper atmosphere." F.R.I.D.A.Y. said.

Then a bright light of thundering energy came surging down as Carol flew through the ship, and it resulted in an explosion and the ship crash-landing in the lake.

"Oh, yeah!" Rocket said.

"Danvers, we need an assist here." Steve said.

Meanwhile Scott was finally activating the Quantum Tunnel.

Meanwhile Carol was landing near Peter, standing there holding the gauntlet with his body.

“Hi. I'm– Peter Parker.” Peter said.

“Hey, Peter Parker. You got something for me?” Carol asked.

“I don't know how you're gonna get it through all that.” he said, got up and handed her the gauntlet.

Then Wanda arrivedV with Valkyrie flying on her Pegasus as she arrived.

"Don't worry." Wanda said.

"She's got help." Okoye said and Pepper landed next to Okoye, followed by Mantis, Shuri, the Wasp, 2014 Gamora and Nebula.

Pepper landed next to Okoye, followed by Mantis, Shuri, the Wasp, 2014 Gamora and Nebula. Thanos' army charged while the women help Carol go through the Outriders, Sakaarans and Chitauri. 2014 Gamora took out a gorilla, while Okoye took out Corvus Glaive. Wanda and Valkyrie destroyed two leviathans. Carol then started flying towards the van with the Gauntlet, flying past enemies and going through enemy blockades that are in her way with ease. Thanos, seeing this, started running to her, but was stopped by Pepper, Shuri and The Wasp, who blast him backwards. Thanos, after seeing Carol fly past him, threw his double sword at the van, destroying it and the quantum realm tunnel, throwing her backwards and losing her grip on the Gauntlet, which fell to the ground. Strange steadied the water after the explosion. In the final brawl for the Stark Gauntlet, Tony moved one of Thanos' enemies aside and saw the Gauntlet. He ran to get it, but saw Thanos, who he tackled. Thanos smacked Tony away, knocking him out.

Then Thor arrived with Stormbreaker and 2013 Mjolnir in an attempt to pin Thanos' arm down, with assistance from Steve. However, Thanos overpowered them and knocked them both out. After picking up the Gauntlet, Carol arrived, punching away at Thanos while he held the Gauntlet. She kept punching him, but he grabbed her by the arm and flung her away. Then he put on the gauntlet, gamma radiation from the stones eating at him as he tried to snap, but Carol raised again, and stopped his fingers from snapping, opening up his hand similar to what Steve did. Thanos headbutted her, but it did nothing. Just as Carol was gaining the upper hand by rising up and forcing Thanos onto his knees, he pulled the Power Stone out of the Gauntlet and used it in his free hand to hit her away. Tony looked in question at Strange, who simply raised one finger, telling him that the one win over Thanos he foresaw was at risk and Tony nodded. Thanos put the Power Stone back into the Gauntlet, yelling from the gamma radiation coursing through him, until Tony made one last attack on him, pulling on the Gauntlet before Thanos punched him away.

"I am– inevitable." Thanos said and snapped his fingers, but nothing happened except a metallic "clink."

He saw the Infinity Stones were missing. Tony had the stones on his own gauntlet, the gamma radiation coursing through him, to Thanos' shock.

“And I– am– Iron Man.” Tony said and snapped his fingers with a loud "CLANG" and a blinding flash of white.

Rocket fired at a Leviathan and before it devours him, it crumbles into ash. The Black Order started crumbling to ash. T'Challa and Quill looked around in surprise; Steve looked on in exhaustion, knowing that they have won. Thanos, in horror, looked around and saw his entire army disintegrate. He looked at Steve, who just stared at him. Thanos sat down and mourned before slowly being erased from existence himself.

Meanwhile the power of the gauntlet raw energy had left Tony’s entire right side fatally injured. He stumbled for a bit before his body collapsed besides a pile of debris. Rhodey soon flew in and went up to him to see him fading away. He bowed his head, knowing the damage was done. Then Peter flew in and saw Tony collapsed on the ground.

"Mr. Stark?" Peter said and ran up to him with tears forming in his eyes. "Hey– Mr. Stark? Can you hear me? It's Peter. Hey. We won, Mr. Stark– We won, Mr. Stark. We won. You did it, sir. You did it.” he said and knelt but Tony was unresponsive and Peter broke down and hugged him. "I'm sorry– Tony–"

Then he gently put Tony aside to grieve and Pepper sat in front of the fading Tony.

“Hey.” she said.

Tony was barely able to move his head, but managed to look Pepper in the eyes.

“Hey, Pep.” Tony said he said quietly.

Pepper put her hand on his Arc Reactor and he rest his hand on hers. She took a good look at his fatal injuries and knelt.

“F.R.I.D.A.Y.?” she said and Tony smiled with tears in his eyes.

“Life functions critical.” F.R.I.D.A.Y. said and Tony smiled with tears in his eyes.

“Tony. Look at me.” Pepper said and made sure he got a long look at his smiling face. “We're gonna be okay. You can rest now.”

With that acknowledgement, Tony's arc reactor flickered off for good. Pepper couldn’t contain her grief anymore and started crying on his shoulder. Tony Stark, Iron Man, Earth's Best Defender, died. All the heroes gather and knelt in honor of Tony.

Later Clint was at his farm, joyfully reuniting with his family. Peter met up with Ned in the hallways and shared a handshake before giving each other a heartfelt hug. In San Francisco, Scott watched fireworks with Cassie and Hope. In Wakanda, T'Challa, Shuri, and Ramonda oversaw the celebrations from their balcony.

“Everybody wants a happy ending, right? But it doesn't always roll that way. Maybe this time. I'm hoping if you play this back, it's in celebration. I hope families are reunited, I hope we get it back, and something like a normal version of the planet has been restored. If there ever was such a thing. God, what a world. Universe, now. If you told me ten years ago that we weren't alone, let alone, you know, to this extent, I mean, I wouldn't have been surprised. But come on, you know? The epic forces of darkness and light that have come into play. And, for better or worse, that's the reality Morgan's gonna have to find a way to grow up in.” Tony said on voicemail over all this.

At the house Pepper, Morgan, Happy Hogan and Rhodey were watching his holographic message being projected from his Iron Man helmet. He was sitting down recording the message.

“So I thought I'd probably better record a little greeting... In the case of an untimely death on my part. I mean, not that, death at any time isn't untimely. This time travel thing that we're gonna try and pull off tomorrow, it's– it's got me scratching my head about the survivability of it all. That's the thing. Then again, that's the hero gig. Part of the journey is the end.” Tony said and suddenly got up walking towards his camera. “What am I even trippin' for? Everything's gonna work out exactly the way it's supposed to.” he said, leaned down and smiled then looked straight at Morgan. “I love you 3,000.” he said and the message ended and the hologram cut out.

Outside the cottage Pepper carried a wreath out of the house to an audience waiting outside for the intimate funeral. She laid the wreath on the lake. On top of the wreath was Tony's first arc reactor which Pepper had framed with the words "Proof That Tony Stark Has a Heart". Pepper, Morgan, Happy and Rhodey, all being joined by Steve, Peter, May, Thor, Bruce, Strange, Wong, Scott, Hope, Janet, Hank, Quill, Nebula, Rocket, Groot, Drax, Mantis, T'Challa, Okoye, Shuri, Clint and his family, Wanda, Bucky, Sam, Harley, Ross, Hill, Carol and Fury silently watching the wreath float away.

Later Clint and Wanda were standing by the riverside.

"You know, I wish there was a way– that I could let her know. That we won." Clint said and looked over to Wanda. "We did it.

"She knows– They both do." Wanda said.

Then Clint gave her a side hug and she reciprocated.

Meanwhile Happy and Morgan were at the cabin.

"How you doing, Squirt?" Happy asked.

"Good." Morgan said.

"You good? Okay. You hungry?"

"Mm. Hm."

"What do you want?"

"cheeseburgers."

"You know your dad liked cheeseburgers? I'm gonna get you all the Delmar's you want."

"Okay."

After the funeral, Thor and Valkyrie were in New Asgard.

"So, when can we expect you back?" Valkyrie asked.

"Um– about that–" Thor said.

"Thor. Your people need a king."

"No, they already have one."

"That's funny. You're being serious?" she said and he nodded his head.

"It's time for me to be who I am rather than who I'm supposed to be. But you, you're a leader. That's who you are."

"You know I'd make a lot of changes around here."

"I'm counting on it. Your Majesty." he said and offered her a farewell handshake.

"What will you do?"

"I'm not sure. For the first time in a thousand years, I– I have no path. I do have a ride, though."

Meanwhile the Benatar was parked on the cliff.

"Move it or lose it, hairbag." Rocket said.

Quill was searching for Gamora on the screen as Thor walked in he closed it.

"Well, here we are. Tree! Good to see you. Well–" Thor said, removed his shades and tapped Quill on the shoulder. "The Asgardians of the Galaxy, back together again. Where to first?" he said and touched the screens map to pick their destination.

“Hey, just so you know, this is my ship still. I'm in charge." Quill said.

"I know. I know. Of course, you are. Of course."

"See, you say of course, but then you touch the map. It makes you think that maybe you didn't realize I was in charge."

"Quail– you– that– that's your own–"

"Quail?"

"–insecurities in there. Okay? I'm merely trying to be of service and assisting."

"It's Quill."

"That's what I said."

"You should fight one another for the honor of leadership." Drax said.

"Sounds fair." Nebula said.

Quill looked around.

"It's not necessary." he said.

"It's not." Thor said.

"Okay?"

"I got some blasters, unless you guys wanna use knives." Rocket said.

"Oooh, yes. Please, use knives." Mantis said enthusiastically.

"Yeah, knives." Drax said.

"I am Groot." Groot said and Thor and Quill laughed but Quill tried to laugh harder.

"Not necessary..." Quill said.

"There shall be no knifing one another. Everybody knows who's in charge." Thor said and Quill glanced at him.

"Me, right?"

"Yes, you. Of course. Of course. Of course."

Meanwhile Bruce, Steve, Sam and Bucky were at the funeral.

Bucky took a shaky deep breath knowing what was next so Sam took his hand and squeezed it.

"Now, remember– You have to return the stones to the exact moment you got them. Or you're gonna open up a bunch of nasty alternative realities." Bruce said.

"Don't worry, Bruce. Clip all the branches." Steve said.

"You know, I tried. When I had the gauntlet, the stones, I really tried to bring her back." Bruce said and looked at Steve. "I miss her, man."

"Me, too."

"You know, if you want, I can come with you." Sam said.

"You're a good man, Sam. This one's on me, though." Steve said and went over to Bucky. "Don't do anything stupid 'till I get back."

"How can I? You're taking all the stupid with you." Bucky said and they hugged each other. "Gonna miss you, Buddy."

Everyone but Sam and Bucky watched in confusion.

“What are you doing?” Jones asked.

“I don’t know.” Steve said while Bucky kept his eyes shut fighting tears and Sam gently rubbed his back.

"It's gonna be okay, Buck." Steve said and went over to the Quantum portal and don the Quantum suit.

"How long is this gonna take?" Sam asked.

"For him? As long as he needs. For us? Five seconds." Bruce said and Steve picked up 2013 Mjolnir. "Ready, Cap? Alright. We'll meet you back here, okay?"

"You bet." Steve said.

"Going quantum. Three, two, one–" Bruce said and Steve disappeared into the Quantum portal. "And returning in, five, four, three, two, one–" he said but Steve didn't appear on the pad so he looked around the equipment.

“Huh?” they all said confused and looked at Sam and Bucky for an answer to see Bucky having a panic attack with Sam’s help so let them focus on that.

They felt bad seeing how much PTSD Bucky had after all those years of war, HYDRA and more.

"Where is he?" Sam asked.

"I don't know. He blew right by his time stamp. He should be here." Bruce said and Bucky turned around from the pad.

"Well, get him back."

"I'm trying."

"Get him the hell back!"

"Hey, I said, I'm trying!"

"Sam..." Bucky said and Sam walked toward him.

Sam, Bucky and Bruce saw old looking Steve sitting on a log. Sam and Bucky went near him.

“WHAT THE HELL?!” they all yelled.

“I can’t- I can’t-” Bucky repeated and panicked even more. “Sam I ca-

“OK, OK,” Sam said gently as the others watched heartbroken seeing one of their strongest and most skilled team members panicking like that. “It’s OK, just look at me.” he said and Bucky did as told panting quickly. “Slow your breathing.” He said. “Watch me OK? In. Out.” he said and Bucky did as told in a shaky breath. “That’s it. Again. In Out.” he said and they did it again a few more times until Bucky calmed down and Sam held him close. “I’m right here. I’m not going anywhere.”

“Don’t leave me unlike Steve.” Bucky whispered but Sam and with is enhanced hearing, Steve heard.

It broke Steve’s heart hearing that.

“I’m not going anywhere until I retire. But when I do, I’ll tell you and you know who will get it next?”

“Who?”

“A certain immortal Super Soldier that I used to hate but is now my best friend.” Sam said and Bucky looked at him.

“I’m a soldier, not a-”

“I know. But you have more skills than anyone I know. You were a sergeant after only three years of training while it took me six, Rhodey five and Carol eight. You’re an excellent sniper that never misses, the only one you missed was Natasha but that was because she knew your ways from your training all those years ago. You have just about everything Steve does except for the physical sight of you strength and allergies and so much more. You even redeemed the name you were hated for for seventy years straight. You redeemed the Winter Soldier.” Sam said and Bucky sat there in silence thinking for a minute while Steve smiled a little.

“OK.”

"Go ahead." Bucky said with a smile forming and looked over to Sam.

He walked towards the old man and instantly recognized the now-elderly Steve Rogers.

"Cap?" Sam said.

"Hi, Sam." Steve said and looked over to him.

"So did something go wrong, or did something go right?"

"Well, after I put the stones back, I thought, maybe I'll try some of that life Tony was telling me to get."

"How'd that work out for you?"

"It was beautiful."

"I'm happy for you. Truly."

"Thank you."

"Only thing bumming me out is the fact I have to live in a world without Captain America."

"Oh, That reminds me." Steve said and brought out his shield. "Try it on." he said and Sam looked over to Bucky, who nodded and Sam held Steve's shield. "How does it feel?"

"Like it's someone else's."

"It isn't."

Sam tried to hold back tears.

"Thank you. I'll do my best." he said.

"That's why it's yours." Steve said and shook Sam's hand.

"You wanna tell me about her?" Sam asked seeing the ring.

"No. No, I don't think I will." Steve said smiling.

The Commandos stood there still in shock at what Steve did.

"Y-you left him?" Jones said. "You left Barnes after all that hard work of getting his old self back?"

"Or what he could get back?" Morita said.

"I, I," Steve said.

"He did. I was cleared, forced to see a terrible army therapist once a week to make sure I don't snap back into the Winter Soldier, got a decent apartment in Brooklyn, new dog tags, money but no job for a while, made amends after a while and ended up working with Sam on stopping someone that recreated the Super Soldier serum." Bucky said and looked at Sam. "That all went to hell."

"Yeah. But after a while, I took the role of Captain America, one of my work friends took the role of the new Falcon and Bucky redeemed the name Winter Soldier as my partner. We didn't start out great, but after a while, we just about match the relationship between Steve and Bucky." Sam said smiling and they nodded.

"Sam even got me a better therapist. Thank. God."

"She really was a terrible therapist. I don't know how she got her license." Sam said shaking his head.

"Thank you." Steve said.

"You're welcome."

“So, now what?” Dum Dum asked.

“Now, we stop everything.” Bucky said. “Starting with getting me from HYDRA.” He said and they nodded while Sam looked at him concerned and put a hand on his shoulder.

“You sure about this man?” Sam asked.

“We have to Sam. The sooner we find me the sooner we can stop this.” Bucky said and looked at Steve. “How long has it been?”

“About a week.” Steve said and Bucky closed his eyes trying to calculate what happened.

He was picked up by Hydra agents and taken to base to be looked at by Zola.

"Sergeant Barnes..." Zola said looking at him. "The procedure has already started." he said and the Hydra agent started amputating his left arm to replace it with the metal arm. "You are to be the new fist of HYDRA." he said to his men. "Put him on ice." he said and Bucky was being frozen.

“Bucky?” someone said and he opened his eyes panting to see Sam looking at him worried. “You OK?”

“Cyro freeze. Just amputated my left arm with the silver arm and red star and fist metal arm.” Bucky said. It took them about an hour to find me, called Zola and he came, remembering in ‘43 my process had already begun when he captured 107^th.” Bucky said and they nodded.

“Which base?” Steve asked.

“Switzerland.” Bucky said and they groaned. “What did you expect guys? We were there when I fell, so, obviously that’s where they kept me.” He said and they sighed but nodded. “Now get off your ass and let’s go!” he said and started walking.

Вы делаете. Я просто из будущего- You do. I’m just from the future.”