Rocket rescues Nebula and Tony while searching for survivors in space. The team takes on Thanos again after Rocket's device locates Thanos using the IG. Rocket dies in the raid, everyone gets totally destroyed except Thor, who sees his vision from Ultron coming to life, and Captain Marvel loses all or most of her powers. Rocket is sucked into the Soul Stone but Dr. Strange sends him back out with a message. Apparently Rocket sees that everyone is alive in the Soul Stone trying to breakout and Stephen wants Rocket to tell everyone they "can escape if you undo the past." Dr. Strange appears outside the Soul Realm in astral form with an alive Rocket. Banner Hulks out but looks smaller and in more control, which provides the distraction and Marvel kills Thanos. Steve sulks because they avenged everyone but didn't save them. They collect the now drained stones. Thanos is shown with the little Gamora, whom now is older. She reveals that you have courted me well as she turns into Death.
3 years pass and then, *POOF* the long dead Ant-Man appears and the movie begins the time travel segments. When they ask him how he escaped, he points to the van and out steps his crew. He ultimately says he followed a beacon when it was turned on by his old crew. Scott comes up with a plan to power up the stones, narrated by everyone's favorite sidekick. Tony builds Quantum suits. They build a Quantum device with a permanently changed Banner still getting used to the change. Rocket makes containment devices for the stones. Tony, Bruce, and Rocket build a new, techy looking IG. Rocket and Hulk tell the team the new IG will probably only work once, kill the user, and Tony says he will be the one to use it and keys it to his signature before anyone can argue. The survivors split up to each get a stone from the past and future. Carol with a group of Skrulls and Kree stays to protect the device, along with a Wakandian honor guard led by Okoye and M'Baku, Wong and his new best friend, a souless Vision. Thanos is angry his work is being undone and pleads with Mistress Death to send him back He starts his march to the portal as the team goes in. Wakanda's shield breaks after one blast from Thanos and another battle begins. Before they all jump, Cap gives a speech and tells them, "No do-overs. No mistakes."
Widow Banner, & Tony head to the future to recharge the Time Stone and team up with the New Avengers ... Hawkeye (Kate Bishop), Stature (Cassie Lang), Spectrum (Monica Rambeau), a Skrull that looks like Hulk and Banner but smaller, Vision, Rescue (Pepper Pots), and Iron Lad (Harley Keener) whom all say the Avengers all died 3 years ago trying to stop Thanos when he "killed another half of Earth" and put the Black Order in charge of Earth; a coven of witches led by a telepath with the Time stone. Except Tony. Old Tony shows up as the new leader of SHIELD. The Skrull Hulk is a huge fan of Banner and hits on him, Pepper shuns old Tony when he shows up and he later reveals to young Tony that he needs to retire and have a baby with Pepper when the Time stone is recharged. "You get a do-over. Take it." This group appears stranded because their homing beacon broke when they secured the stone.
Steve, Hawkeye, and Lang go to the Battle of New York to recharge the Space and Mind Stones. Several gags are shown with them running into different scenes from the Avengers and everyone getting confused about who Ant-Man is and why they are out of position. They convince Loki to turn on Thanos and turn them over, which he does, but he still gets owned by the Hulk and the Battle of NY looks relatively the same. They charge the stones and teleport back to "current" Earth, where Thanos is shown tearing Wakanda up. Steve joins the charge. Lang and Hawkeye stay back to wait for the others.
Rocket, Thor, and War Machine go to the Battle of Xandar to stop the Children of Thanos and Outriders from getting the Power Stone for Thanos. Thor takes out all 4 Black Order members. They charge the stone, and teleport back but not after Rocket stays behind to make sure the other two escape because the suit beacons broke, which confuses Rhodey and Thor. Rocket appears to be dead for real this time. War Machine joins the charge as Thor helps guard the portal.
Nebula & Valkyrie go to Knowhere and make a deal to charge the Reality Stone prior to Thanos' attack. Nebula betrays Valkyrie and leaves Knowhere with the stone but Valkyrie is shown in one of the Collector's displays screaming when Nebula leaves for Vormir. We see her arrive on Vormir, some time passes, and she watches Gamora get thrown to her death. Nebula smiles. Thanos is teleported away. The Aether fade is shown, Rocket standing there alive, and Gamora confused, thinking she was dead. Rocket says, "Did it work?" Nebula: "One way to find out," and they all leave with Gamora wondering what is going on. Rocket said he faked his death on Xandar to rescue Nebula and Tony and to then wait on Vormir for Nebula to return with the Reality Stone to trick Thanos. The Soul Stone has to see that Thanos lied to it can be removed from the IG.
Back in alternate future Earth, Pepper saves young Tony but is killed. Old Tony grabs Widow, Banner, and young Tony and uses the Time Stone to send them back to "current" Earth, telling him to "make it right". The use of the Stone kills old Tony as they rewind time. Widow joins the charge, old Tony turns to dust, and the real Stark boosts the beacons to help get the others back. Banner leaps into action fight Thanos.
Hulk rips off the IG but is stabbed mortally. Nebula, Rocket, and Gamora airdrop in. Nebula uses the IG and rewinds time to just before the snap. Thanos stabs her after it's over and puts the IG back on. Banner is shown normal, wondering why he's not stabbed, but he Hulks out, bigger than before when he sees Thanos. Cap, Widow, and Okoye are shown charging Thanos with Hulk. Panther, Winter Solider, and Falcon drop into frame. They look surprised. Thanos looks at the IG and says what have you done to Nebula. The stones are weakening. Behind Thanos, the other heroes emerge, alive.
Thor rips Thanos a new one. Thanos rewinds time. Rocket puts stones on Tony's IG while he attempts to stop Thanos. Thanos sees the stone growing weaker again. He rewinds time again but Tony, Cap, and Banner Quantum back to the beginning of the battle but end up on Xandar. The 3 fight until it's just Cap vs. Thanos on Xandar. Tony Q's them back to Wakanda, prior to the snap. Thanos falls to his knees and sees the stones are even weaker.
Thanos ashes people with the Soul Stone that just got back. He tells Tony he can't undo everything because the Soul Stone requires a sacrifice and rips off the new IG. Steve blocks a kill shot on Tony from Thanos that breaks his shield. It knocks Thanos down but not Steve. The IG is off from the blast. Rodgers puts on the new IG with 5 stones. Tony tells him, "We don't trade lives." Cap: "Goodbye Tony." The Soul Stone flies off Thanos to Cap, Thanos screams, and Cap snaps his fingers with a white fade.
A funeral for Steve is shown with Stan Lee eulogizing him. The Stark wedding is shown during the speech. Pepper is pregnant. The Guardians leave Earth. Carol is helping NY rebuild. Strange and Wong are off. Wanda is holding Vision's hand. T'Challa is shown hugging Shuri, his mom, and Okoye while looking over their Kingdom being rebuilt. Peter is shown swinging into the NY sunset as the movie ends with, "because with great power, comes great responsibility, True Believers … EXCELSIOR!" Thank you Stan and end credits.
First end credit is Tony, Pepper, and Baby Stark paying respects to Steve.
Second end credit is the Barton's returning from a night out. They open their door to see that Peter has webbed up the kids and he's really tired. "I can explain!"
Final end credits is a cloaked figure walking the streets of NY, smoking. Some guys try to mug him. He turns and they zoom in on his hands, which cause them to run away.
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