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ALL SCRIPTS


 


               AVENGERS: ENDGAME




       Christopher Markus & Stephen McFeely




                               Adapted Screenplay



EXT. BARTON HOME - DAY

CLOSE ON: A HOUSE-ARREST ANKLE BRACELET.

                    CLINT BARTON (O.S.)
          Okay, you see where you're going?
          Let's work on how to get there.

Pan up to find...CLINT BARTON, with his daughter, LILA,
coaching her as she notches an arrow in her bow.

                    CLINT BARTON (CONT'D)
          Okay, good...tip down...bow arm
          out...three fingers-

                       LILA BARTON
          Why three?

                    CLINT BARTON
          `Cause two's not enough and four's
          too much-

                    LAURA BARTON (O.S.)
          You guys want mustard or mayo, or
          both?

CLINT TURNS. IN THE FIELD BEHIND THEM, his wife, LAURA
BARTON sets up a picnic as COOPER and NATHANIEL play soccer.

                    LILA BARTON
          Who puts mayo on a hot dog?

                     CLINT BARTON
          We'll both have mustard, hon!
              (to Lila)
          Okay. Draw back, deep breath...

She lets loose.   THUD!   HER ARROW HITS NEAR THE BULLS-EYE.

                    CLINT BARTON (CONT'D)
          Good job, Hawkeye. Go get your
          arrow.

                    LAURA BARTON (O.S.)
          Enough murder practice! Soup's on!

                    CLINT BARTON
          One sec, babe. Be right there!
          We're gonna kill some hot dogs.
          We're hungry.

But when he turns back...LILA IS GONE.   The bow and arrow lie
at his feet. He stares.
                                                               2


                         CLINT BARTON (CONT'D)
             Lila?    Babe, did you see Lila-

He turns to his wife, BUT SHE'S GONE. So are the boys.        The
soccer ball rolls to a stop near the picnic blanket.

NO ONE CAN BE SEEN FOR A HUNDRED YARDS IN ALL DIRECTIONS.

                         CLINT BARTON (CONT'D)
             Guys?    Guys, come on...

Clint walks toward the field, dread growing.

                         CLINT BARTON (CONT'D)
             Laura?

Clint breaks into a panicked run.

                         CLINT BARTON (CONT'D)
             LAURA!

CLINT MELTS DOWN, SPINNING AROUND, FRANTIC...

MARVEL FLIP


EXT. SPACE - NIGHT

BLACKNESS.

TITLE: "TWENTY-TWO DAYS LATER."

Soon, THE BENATAR tumbles past, adrift...


INT. BENATAR, GALLEY - NIGHT

TONY STARK and NEBULA play table-top football.     She wins.

                        TONY
                 (offering his hand)
             Good sport. Have fun?

Nebula studies his hand, confused.      Finally she shakes.

                       NEBULA
             It was fun.


INT. BENATAR, FLIGHT DECK - NIGHT

Tony, thin and haggard, kneels in front of HIS BROKEN IRON
MAN HELMET. He hits a switch. A light blinks.
                                                             3


TONY'S RECORDING: he stares directly into the "camera."

                    TONY
          This thing on? Hey, Ms. Potts.
          Pep. If you find this recording,
          don't post it on social media.
          It's going to be a real tearjerker.


EXT. SPACE - NIGHT

THE BENATAR sparks, adrift.

                    TONY (O.S.)
          I don't know if you're ever going
          to see these. I don't even know if
          you're still...God, I hope so.
          Today's day twenty-one, no...twenty-
          two.


INT. BENATAR, GALLEY - FLASHBACK

NEBULA lasers shut Tony's infected wound.

                    TONY (O.S.)
          You know, if it wasn't for the
          existential terror of staring into
          the literal void of space, I'd say
          I'm feeling a little better today.
          Infection's run its course, thanks
          to the Blue Meanie back there.
          You'd like her. She's very
          practical. And only a tiny bit
          sadistic.


INT. BENATAR, GALLEY - FLASHBACK

TONY AND NEBULA MEND THE EMPTY FUEL CELLS UNDER THE FLOOR.

                    TONY (O.S.)
          The fuel cells were cracked during
          battle, but we figured out a way to
          reverse the ion charge. Bought
          ourselves about 48 hours of flight
          time. Problem is that was
          about...49 hours ago.


EXT. SPACE - NIGHT

FROM HIGH OVERHEAD, WE WATCH THE BENATAR DRIFT IN SPACE.
                                                             4


                    TONY (O.S.)
          Which means, we're dead in the
          water. A thousand light years from
          the nearest 7-11.


INT. BENATAR, GALLEY - FLASHBACK

Tony hands Nebula the last of A PURPLE POWDER.   She pushes it
back to him.

                    TONY (O.S.)
          Most of the quote-unquote `food'
          and potable water ran out two weeks
          ago.


INT. BENATAR, FLIGHT DECK - NIGHT

Tony stands on the flight deck, one hand resting on the
glass, staring into the unknown.

                    TONY
          Pep, I know I said no more
          surprises. But, I gotta say, I was
          really hoping to pull off one last
          one. But it looks like...well, you
          know what it looks like.


INT. BENATAR, FLIGHT DECK - NIGHT

Back to now.   Tony records his thoughts into his helmet.

                    TONY
          Don't feel bad about this. I mean,
          actually, if you grovel for a
          couple weeks, and then move on with
          enormous guilt...I should probably
          lie down for a minute, rest my
          eyes. Please know, when I drift
          off, it will be like every day
          lately. I'm fine, totally fine.
          I'm going to dream about you. It's
          always you.

Tony switches the helmet off.

                                                 TIME CUT:

NEBULA finds TONY SPRAWLED ON THE FLOOR.

                                                 TIME CUT:
                                                               5


Nebula helps Tony into Quill's chair. Tony slumps,
completely still. Nebula gives him his privacy.

Move in on Tony's face as...A LIGHT SLOWLY GROWS BRIGHTER.
Soon, the entire flight deck glows as bright as a sun.

Nebula appears from the galley, shading her eyes. Tony's
eyelids flutter. Finally, he opens them to see...

CAPTAIN MARVEL (CAROL DANVERS) hovering in space.


INT. AVENGERS COMPOUND, BATHROOM - NIGHT

STEVE ROGERS shaves.

He studies himself in the mirror, exhausted. He's about to
tap his razor in the sink's standing water, when...

THE WATER RIPPLES. Steve stares a beat, puzzled.      Then the
lamp catches his eye...SWAYING GENTLY.

Just then, a sound roars overhead.   Steve turns...


EXT. AVENGERS COMPOUND - NIGHT

THE MOON HANGS HUGE OVER THE EARTH. Then the silhouette of
THE BENATAR races past, propelled by CAROL DANVERS.

Below...STEVE ROGERS, BRUCE BANNER, AND NATASHA ROMANOV watch
a flying woman guide the ship to the ground.

Behind them, PEPPER POTTS walks up to the group.

                                                   TIME CUT:

Steve races up as NEBULA helps Tony down the ramp.

                    TONY
          I couldn't stop him.

                    STEVE
          Neither could we.

                    TONY
          I lost the kid.

                     STEVE
              (unable to say it all)
          We...lost...

                    TONY
          Is Pepper...?
                                                              6


JUST THEN, PEPPER POTTS THROWS HERSELF INTO TONY'S ARMS.

                    PEPPER POTTS
          Stay here, you stay right here-

                    TONY
          I'm not going anywhere.

NEARBY, NEBULA watches the sad humans. ROCKET SITS BESIDE
HER, GRATEFUL. She rests a hand on his furry head.


INT. AVENGERS COMPOUND, WORKSHOP - DAY

RHODEY, TONY, STEVE, NATASHA, AND CAROL watch...

A HOLO-DISPLAY ROTATING THROUGH FACES OF PEOPLE WE'VE LOST:
WANDA. VISION. BUCKY. T'CHALLA. MARIA HILL.

                    RHODEY
          It's been twenty-three days since
          Thanos came to Earth.

TONY, weak, sits in a hi-tech wheelchair, IV dripping into
his arm. He stares, taking in the loss:

SAM WILSON. SECRETARY ROSS. SHARON CARTER.      SCOTT LANG.
HOPE VAN DYNE. HANK PYM. NICK FURY.

At Fury, Carol bites back emotion.

                    NATASHA
          World governments are in pieces, as
          you can imagine. But the parts
          that still work are trying to take
          a census. It looks like he did
          what he said he was going to do.

JANE FOSTER. ERIK SELVIG. WONG. DR. STRANGE. THE BARTON
FAMILY. QUILL. DRAX. MANTIS. GROOT. PETER PARKER.

Finally, Tony looks away.   RHODEY turns it off.

                    NATASHA (CONT'D)
          Thanos wiped out fifty percent of
          all the living creatures on Earth.

                    CAROL DANVERS
          Not just Earth.

                    RHODEY
          You sure about that?
                                                 7


                    CAROL DANVERS
          You never have to ask me that.

                    TONY
          Where is he now?

                    STEVE
          We don't know. He just opened a
          portal and walked through.

Tony looks out to see...THOR on the patio.

                    TONY
          What's his deal?

                    ROCKET (O.S.)
          He's pissed.

Tony turns to see Rocket for the first time.

                    ROCKET (CONT'D)
          He thinks he failed. Which, of
          course, he did. But there's a lot
          of that going around, ain't there?

                    TONY
          Until this second, I literally
          thought you were a Build-a-Bear.

                    STEVE
          We've been hunting Thanos for three
          weeks - deep space scans,
          satellites - we got nothing. Tony,
          you fought him-

                    TONY
          Who told you that? I didn't fight
          him, he wiped my face with a planet
          while a Bleecker Street magician
          gave away the store. There was no
          fight because he's not beatable.

                    STEVE
          Did he give you anything to go on?
          Clues, coordinates-

Tony stares, lost, barely acknowledging Steve.

                    TONY
          I saw this coming, few years back.
          Didn't wanna believe. I thought I
          was dreaming...
                                                8


                    STEVE
          Tony, I need you to focus-

                    TONY
          And I needed you, as in past tense.
          That trumps what you need. It's
          too late, buddy. You know what I
          need?

Tony turns to everyone, slightly unstable.

                     TONY (CONT'D)
          I need a shave and a burger, not a
          bowl of soup.
              (stands)
          And I believe I remember telling
          all of you, alive and otherwise,
          that we needed a suit of armor
          around the world, whether it
          impacted our precious freedoms or
          not-

                    STEVE
          But that didn't work out, did it?

                    TONY
          I said we'd lose, you said we'd "do
          that together, too." Guess what,
          Cap, we lost, and you weren't
          there. But that's what we do,
          right? Our best work after the
          fact? We're the "Avengers", not
          the "Pre-vengers-"

                    RHODEY
          Tony, take it easy...

                     TONY
          I've got nothing for ya, Cap. No
          coordinates, no clues, no
          strategies, no options. Zero, zip,
          nada. No trust.
              (rips out RT)
          Here. You take this. You find
          him, you put this on, and hide.
              (drops to his knees)
          I'm fine!

Tony COLLAPSES.   Rhodey catches him.
                                                            9


INT. AVENGERS COMPOUND, CORRIDOR - DAY

CAROL, STEVE, AND NATASHA stare through GLASS DOORS at TONY
IN A HOSPITAL BED, PEPPER AND BANNER AT HIS SIDE.

RHODEY STEPS OUT OF THE HOSPITAL ROOM.

                    RHODEY
          Bruce gave him a sedative. Should
          be out the rest of the day.

                     CAROL DANVERS
              (heading for the lab)
          Take care of him. When I come
          back, I'll bring a bottle of
          Xorrian elixir.

                    STEVE
          Where are you going?

                    CAROL DANVERS
          To kill Thanos.


INT. AVENGERS COMPOUND, WORKSHOP - DAY

NATASHA catches up to CAROL IN THE WORKSHOP.

                    NATASHA
          Hey, hey, hang on. We're sort of a
          team here. Between you and me,
          morale's a little fragile.

                    CAROL DANVERS
          Oh, I'm sorry. My fault.

Carol sees Steve and Rhodey catch up.    She claps her hands.

                    CAROL DANVERS (CONT'D)
          All right, team! I'm going to go
          kill Thanos. Message me if you get
          any intel that can help.
          Otherwise, I'll report back when
          he's dead. Great work, everybody.

                    STEVE
          Look, we realize "up there's" more
          your territory, but this is our
          fight, too.

                    RHODEY
          Do you even know where he is?
                                                          10


                    CAROL DANVERS
          I know people who might-

                    NEBULA (O.S.)
          Don't bother.

They all turn to see NEBULA in THE LIVING AREA DOORWAY.

                    NEBULA (CONT'D)
          I can tell you where Thanos is.


INT. AVENGERS COMPOUND, LIVING AREA - DAY

STEVE, NATASHA, RHODEY, BANNER, ROCKET, THOR, and CAROL
gather. NEBULA studies her robotic hand.

                    NEBULA
          Thanos spent a long time trying
          to...perfect me. When he worked,
          he talked. About his Great Plan.
          Even disassembled, I wanted to
          please him. I'd ask, where would
          we go once his plan was complete?
          His answer was always the same: "To
          the Garden."

                    RHODEY
          You're saying Thanos had a
          retirement plan.

                    STEVE
          Where's this garden?

ROCKET brings up EARTH on A HOLO-MAP. A BRIGHT SURGE OF
ENERGY ENVELOPS THE PLANET (EMANATING FROM WAKANDA).

                    ROCKET
          When Thanos snapped his fingers,
          Earth become ground zero for a
          power surge of ridiculously cosmic
          proportions. No one's seen
          anything like it.

He shifts the map, crossing billions of light years, to...AN
IDENTICAL SURGE ENVELOPING A MYSTERIOUS, ORANGE PLANET.

                    ROCKET (CONT'D)
          Until two days ago.

                    NATASHA
          You're saying he snapped his
          fingers again. Where?
                                                           11


Rocket zooms the holo-image toward a cluster of stars...

                    NEBULA
          Planet is unnamed, but inhabitable.
          Rich atmosphere, good soil-

                       STEVE
          A garden.

                    BRUCE BANNER
          Thanos is there. And he just used
          the stones.

Steve eyes everyone.    THOR FINALLY LOOKS UP.

                     BRUCE BANNER (CONT'D)
              (thinking of himself)
          You know, we'd be going short-
          handed.

                    RHODEY
          Because he killed all our friends.

                    ROCKET
          Are we saying they're dead?    We're
          using that word now?

                    RHODEY
          He's still got the stones.

                    CAROL DANVERS
          So, we take them. And we use them
          to bring everybody back.

                    BRUCE BANNER
          Just like that?

                      STEVE
          Yeah.    Just like that.

No one speaks.    Finally...

                    NATASHA
          If there's even the smallest chance
          we can undo this, then we owe it to
          everyone who's not sitting here to
          try.

Everyone looks around the room...AGREED.

                    BRUCE BANNER
          If we do this...why would it end
          any differently than it did before?
                                                           12


                    CAROL DANVERS
          Because before you didn't have me.

                    RHODEY
          Hey, new girl. All of us in here
          are about that superhero life.
          Where've you been all this time?

                    CAROL DANVERS
          There's a lot of people in the
          universe. And they didn't all have
          you.

THOR STANDS. He crosses to Carol and holds out his hand.
STORMBREAKER WHIPS PAST HER HEAD, RUFFLING HER HAIR.

Carol doesn't flinch.   Thor smiles.

                    THOR
          I like this one.

Steve stares at the planet a long, deciding moment.   Then...

                    STEVE
          Let's go get that son of a bitch.

                                                 SLAM TO:
          TITLE: "AVENGERS: ENDGAME"


INT. BENATAR, FLIGHT DECK - DAWN

EVERYONE settles into their seats on the Benatar's flight
deck. STEVE WATCHES EARTH GROW SMALLER THROUGH THE WINDOW.

                      CAROL DANVERS
          Trust me.    You get used to it.

ROCKET looks around from the pilot's chair.

                    ROCKET
          Okay, who here hasn't been to
          space?

STEVE, NATASHA, and RHODEY half-raise their hands.

                    ROCKET (CONT'D)
          Oh, you're gonna hate this.

                    NEBULA
          Approaching jump in three, two...

STEVE'S FINGERS TIGHTEN on the arm rest as...
                                                            13


EXT. BENATAR - DAWN

WHOOSH!   THE BENATAR WARPS, LEAPING INTO JUMP SPACE.


EXT. SPACE - DAY

WHOOSH! THE BENATAR ARRIVES ABOVE AN OMINOUS, ORANGE PLANET.
As the ship maintains orbit, CAROL flies toward the planet.

                      CAROL DANVERS
           I'll head down for recon. If I'm
           not back in fifteen, you'll know I
           found him.


INT. BENATAR, FLIGHT DECK - SPACE

OUR HEROES wait on the flight deck, tense.

NATASHA looks at STEVE, who's staring at...A COMPASS: PEGGY
CARTER'S YELLOWED PHOTO STILL RESTS INSIDE.

                     NATASHA
           This is going to work, Steve.

                      STEVE
           I know it will.
               (beat)
           Because I don't know what I'm going
           to do if it doesn't.

JUST THEN, CAROL FLIES UP TO THE OTHER SIDE OF THE GLASS.

                     CAROL DANVERS (OVER COM)
           No satellites, no ships, no armies.
           No ground defenses of any kind.
           It's just him.

                     NEBULA
           That's enough.

The Avengers exchange a look.


EXT. TITAN-2 - DAY

SMOKE CURLS FROM THE CHIMNEY OF A SOLITARY LODGE.


INT. THANOS' LODGE - DAY

A POT BOILS OVER A FIRE. Then...THANOS LIMPS TOWARD IT, LEFT
SIDE PARALYZED, arm blackened. A shell of his former self.
                                                            14


He stirs the pot. Suddenly, AN ARMORED HAND BURSTS FROM THE
FIRE, GRABBING THANOS' GAUNTLET...

PREVENTING THANOS FROM CLOSING HIS FIST.

Thanos jerks back as HULKBUSTER SPRINGS INSIDE. CAROL AND
RHODEY BASH THROUGH THE ROOF, PINNING THANOS' ARMS.

THOR crashes through the door, followed by the others.     HE
SWINGS STORMBREAKER...CUTTING OFF THANOS' HAND.

The Gauntlet lands at Rocket's feet. He picks it up...and
his face goes slack. He turns the glove toward the others.

And we now realize...THE INFINITY STONES ARE GONE.

                    STEVE
          Where are they?

Thanos doesn't answer.   CAROL PRESSES HIM TO HIS KNEES.

                    CAROL DANVERS
          Answer the question!

                    THANOS
          The universe required correction.
          After that, the stones served no
          purpose beyond temptation.

                    BRUCE BANNER
          You murdered trillions.

                    THANOS
          You should be grateful.

                    NATASHA
          Where are the stones?

                     THANOS
          Gone.   Reduced to atoms.

                    BRUCE BANNER
          You used them two days ago!

                    THANOS
          I used the stones to destroy the
          stones. It nearly killed me.
          But the work is done. It always
          will be.

That lands, sickening.   ROCKET SEARCHES, FRANTIC, NEAR TEARS.

                    ROCKET
          No...they can't be gone...
                                                            15


                    RHODEY
          He's lying.

                    NEBULA
          My father is many things.   A liar
          is not one of them.

                    THANOS
          Thank you, daughter.    Perhaps I've
          treated you-

SWOOSH. THOR'S AXE SEVERS THANOS' HEAD FROM HIS BODY. IT
HITS THE FLOOR, FOLLOWED BY THE THUD OF HIS HUGE FRAME.

                    ROCKET
          What did you do?

Thor just stares, his long journey a failure.

                    THOR
          I went for the head.

As Thor walks away, Steve looks at Thanos' head on the
ground. IT'S OVER. THEY LOST.

                                               FADE TO BLACK.

OVER BLACK: "FIVE YEARS LATER."


EXT. PORT OF NEW YORK - DAY

A CAR CRUSHER flattens an Audi. THOUSANDS MORE NEVER-DRIVEN
CARS LIE STACKED ON THE DOCKS, WAITING THEIR TURN.


EXT. NEW YORK - DAY

A HUGE TARP flaps over the shuttered LINCOLN CENTER.


EXT. SHEA STADIUM - DAY

A TEENAGE GIRL rides her skateboard, alone in a weed-filled
parking lot. Pull back to see THE EMPTY STADIUM BEHIND HER.


INT. BROOKLYN COMMUNITY CENTER - NIGHT

A POSTER SHOWS A SINGLE FIGURE STARING AT A GROUP OF SHADOWS.
IT READS, "WHERE DO WE GO, NOW THAT THEY'RE GONE?"

The bottom reads, "BROOKLYN SUPPORT GROUP, TUESDAYS 8PM."
                                                  16


A GRIEVING MAN speaks in A RECOVERY GROUP.

                    GRIEVING MAN
          So, I went on a date the other day.

                    JIMMY
          Good job, Bobby.   Back in the game.

                     GRIEVING MAN
          Thank you, Jimmy.
              (to the group)
          First in five years. I sat there
          at dinner thinking, what are we
          even supposed to talk about?

STEVE ROGERS, thinner, older, LISTENS INTENTLY.

                    STEVE
          What did you talk about?

                    GRIEVING MAN
          Same old crap. How much things
          have changed. How much we miss the
          Mets. My job, his job. Then it
          got kind of quiet. He cried during
          the salads.

                    OLDER MAN
          What about you?

                    GRIEVING MAN
          I cried just before dessert. But
          I'm seeing him again tomorrow.
          So...

                      STEVE
          That's great. You've already done
          the hardest part. You took a jump,
          didn't know where you'd come down.
          And that's it, those little brave
          baby steps we've gotta take. To
          try to make us feel whole again, to
          find a purpose...
              (to everyone)
          I went into the ice right after I
          met the love of my life. Woke up
          seventy years later and...had to
          keep going.

The group takes this in.
                                                            17


                    STEVE (CONT'D)
          The world's been left in our hands.
          If we don't do something with
          it...then Thanos might as well have
          killed all of us.

People nod, but Steve seems unconvinced by his own words.


EXT. SAN FRANCISCO - DAY

THE CAMERA ROTATES down from the sky onto a strangely quiet
San Francisco, until it finds...A STORAGE WAREHOUSE.


INT. STORAGE WAREHOUSE, UNIT 277 - DAY

LUIS' VAN sits in a storage unit, surrounded by boxes: "S.
LANG, KITCHEN, S. LANG, CLOTHES."

THROUGH THE VAN WINDOWS, we see...HANK PYM'S QUANTUM TUNNEL.

A MEANDERING RAT CRAWLS ONTO THE CONTROLS. IT ACCIDENTALLY
STEPS ON A TOGGLE SWITCH and...A LIGHT GOES GREEN. FLASH.

THE BACK DOORS OF THE VAN BLOW OPEN, revealing...SCOTT LANG,
ANT-MAN suit shorting. He retracts his helmet, gasping.


INT. STORAGE WAREHOUSE, SECURITY OFFICE - DAY

A GUARD reads THE TERMINAL BEACH, by J.G. Ballard. He looks
up at a monitor: SCOTT LANG holds up a sign, "HELP."


EXT. STORAGE WAREHOUSE - DAY

A dented WAGON rolls over a speed-bump. Scott, in his old
clothes, slowly wheels his belongings away.

The Guard watches him go, puzzled.


EXT. SAN FRANCISCO, STREET - DAY

Scott walks A STREET OF ABANDONED HOMES.

                    SCOTT LANG
          Hello?

He hears A CLACKING. A KID on a bicycle rides by, playing
card wedged between his spokes.

Scott waves him down.   The kid stops.
                                                             18


                        SCOTT LANG (CONT'D)
          Hey.   Kid.     What happened here?

The kid says nothing. He just stares at Scott with a haunted
look. Then he stands on his pedal and keeps riding.

CLACK-CLACK-CLACK-CLACK-CLACK-CLACK-CLACK...


EXT. SAN FRANCISCO, GOLDEN GATE PARK - DAY

STONE MONUMENTS loom in a park. A small crowd mills.      Reveal
Scott looking over the monuments, lost.

                                                    TIME CUT:

Scott walks up to the obelisks. At the top, they read: "THE
VANISHED." Hundreds of names line the stones.

He scans the "L's," finally finding, "SCOTT LANG."

                     SCOTT LANG
          What?
              (realizing)
          Cassie...


EXT. MAGGIE LANG'S HOUSE - DAY

A winded Scott races up the sidewalk toward his old house.
He leaps a bush, banging on the front door.

                     SCOTT LANG
          Cassie!   Cassie!

SOON, A TEEN GIRL opens the door, shocked.      A very long beat.

                        CASSIE LANG
          Dad?

                        SCOTT LANG
          Peanut?

Scott wraps his arms around CASSIE LANG (14), now five years
older than when he last saw her. She hugs him, CRYING.

                    CASSIE LANG
          I thought you were gone.

                    SCOTT LANG
          I'm sorry. I'm back...I'm
          back...I'm back...
                                                            19


EXT. AVENGERS COMPOUND, FRONT GATE - DAWN

Avengers Compound stands amidst overgrown grass.    Rusty
chains lock the gate.

Faded signs warn: "RESTRICTED AREA.    KEEP OUT."


INT. AVENGERS COMPOUND, LIVING AREA - NIGHT

NATASHA SITS SURROUNDED BY HOLO-SCREENS FEATURING CAROL
DANVERS, RHODEY, ROCKET AND NEBULA, AND OKOYE.

                    ROCKET (HOLO)
          We boarded that "highly suspect
          warship" Danvers pinged.

                    NATASHA
          And?

                    NEBULA (HOLO)
          It was an infectious garbage scow.

                    ROCKET (HOLO)
          So thanks for the hot tip-

                    CAROL DANVERS (HOLO)
          You were closer.

                    ROCKET (HOLO)
          And now we smell like garbage-

                     NATASHA
              (to Okoye)
          You get a reading on those tremors?

                    OKOYE (HOLO)
          Minor subduction in the African
          plate.

                    NATASHA
          Do we have a visual?   How are you
          handling it?

                    OKOYE (HOLO)
          Nat. It was a mild earthquake.      In
          the ocean. We handle it by not
          handling it.

Natasha looks burdened.   Rhodey steps in.
                                                         20


                    RHODEY (HOLO)
          I can have NASA redirect a
          satellite, do a sweep just to make
          sure.

                    NATASHA
          Thanks. Carol, you're still coming
          our way next month?

                    CAROL DANVERS (HOLO)
          Not likely.

                    ROCKET (HOLO)
          Getting another haircut?

                    CAROL DANVERS (HOLO)
          Listen, fur-face, I'm covering a
          lot of territory out here. The
          things that have been happening on
          Earth have been happening
          everywhere else. On thousands of
          planets. You might not see me for
          a long time.

                    NATASHA
          All right. Everybody keep keeping
          their eyes open. This channel's
          always active. Anything goes
          sideways, anyone makes trouble
          where they shouldn't, it comes
          through me.

They ad lib their goodbyes as they sign off, except Rhodey.

                       NATASHA (CONT'D)
          What's up?     Where are you?

                     RHODEY (HOLO)
          Mexico.   Got some news.

                       NATASHA
          Okay...

                    RHODEY
          Federalés found a room full of
          bodies outside Juarez. Cartel
          guys. Guns still in their pants.

                    NATASHA
          Could be a rival hit-

                    RHODEY
          But it wasn't. Same MO as
          Marseille. And Kiev.
                    (MORE)
                                                          21

                     RHODEY (CONT'D)
              (beat)
          It's definitely Barton.

She nods, grim, reluctantly accepting.

                    RHODEY (CONT'D)
          What he's done here...what he's
          been doing...I got to tell you,
          part of me doesn't want to find
          him.

Natasha just stares a long beat.

                    NATASHA
          Find out where's he going next.

Rhodey nods, signing off.   Natasha sits there, THEN CRUMPLES.

After a long beat...

                    STEVE (O.S.)
          I'd offer to cook you dinner but
          you seem sad enough already.

Natasha turns to see STEVE in the doorway.

                    NATASHA
          Come by to do your laundry?

                    STEVE
          And see a friend.

                    NATASHA
          Your friend's fine.

                    STEVE
          She leave the house today?

                    NATASHA
          Nothing out there I particularly
          want to see.

                    STEVE
          I spotted a pod of whales coming
          over the bridge.

                     NATASHA
              (dubious)
          In the Hudson.

                    STEVE
          Fewer ships, cleaner water. Just
          saying, there's still a world out
          there.
                                                         22


                    NATASHA
          If you're about to tell me to look
          on the bright side, I'm about to
          hit you with a peanut butter
          sandwich.

Steve relents, LETTING DOWN HIS FACADE.

                     STEVE
          Sorry.   Force of habit.

                    NATASHA
          I don't know how you do it.

Steve bites into the uneaten half of her sandwich.

                    STEVE
          I guess I don't know how not to.

                    NATASHA
          Me, neither.

After a long moment, Steve looks up at her, honest.

                    STEVE
          I keep telling them, move on. Grow
          past it. And some of them actually
          do. But not us.

                    NATASHA
          If I move on, who does this?

                    STEVE
          Maybe it doesn't need to be done.

Natasha takes that in. Steve is thinking of giving up.   She
looks around at Avengers Compound.

                    NATASHA
          I used to have nothing. Then I got
          this. This job, this family. And
          I was better because of it.

She chokes slightly, collecting herself.

                    NATASHA (CONT'D)
          And even though they're gone, I'm
          still trying to be...better.

                    STEVE
          I think we both need to get a life.

                       NATASHA
          You first.
                                                          23


They stare at each other a long, melancholy moment.

THEN, WE HEAR A PING. NATASHA SWIPES TO A CCTV DISPLAY:
SCOTT LANG'S FACE FILLS A SCREEN, LUIS' VAN BEHIND HIM.

                    SCOTT LANG (ON SCREEN)
          Hello? Is anyone home? This is,
          uh, Scott Lang? We met a few years
          ago. At the airport?

                    STEVE
          This an old message?

                     NATASHA
              (stunned)
          It's the front gate.


INT. AVENGERS COMPOUND, WORKSHOP - NIGHT

SCOTT paces, mumbling to himself.

                    STEVE (O.S.)
          Scott, are you okay?

                     SCOTT LANG
          What?   Yes.

He turns to STEVE and NATASHA.

                    SCOTT LANG (CONT'D)
          Have either of you guys ever
          studied quantum physics?

                    NATASHA
          Only to make conversation.

Steve glances at her.   She shrugs.

                    SCOTT LANG
          Well, five years ago, just before
          this Thanos guy...I went into a
          place called the Quantum Realm.
          It's like its own microscopic
          universe. You can only get there
          if you're incredibly small. Hope,
          she's my...she was supposed to pull
          me out. But then Thanos happened.
          And I was stuck in there.

                    NATASHA
          I'm sorry. It must've been a long
          five years.
                                                            24


                     SCOTT LANG
              (getting excited)
          Okay, but that's the thing. It
          wasn't. For me, it was only five
          hours. The rules in the Quantum
          Realm aren't like out here.
          They're completely unpredictable.
          Is anybody gonna eat that sandwich?

                    STEVE
          Scott, what are you talking about?

                    SCOTT LANG
          Time works differently in the
          Quantum Realm.

Steve and Natasha share a look.

                    SCOTT LANG (CONT'D)
          Problem is, right now, it's chaos,
          there's no way to navigate it. But
          what if we could figure out a way
          to enter the Quantum Realm at a
          certain point in time...and come
          out in another. Like, before
          Thanos-

                    STEVE
          Wait...wait. Scott. Are you
          talking about a time machine?

                     SCOTT LANG
          No, not a machine. More like a...
              (searches, then gives up)
          Yeah, like a time machine. I know
          it sounds crazy...

                    NATASHA
          Scott, I get emails from a raccoon.
          Nothing's crazy anymore.

                    SCOTT LANG
          So, who do we talk to about this?


EXT. STARK ECO-COMPOUND, UPSTATE NEW YORK - DAY

LLAMAS and FARM ANIMALS GRAZE A RUSTIC-TECH ECO-COMPOUND.


EXT. STARK ECO-COMPOUND, WOODS - DAY

TONY approaches A WOODED GLADE near the house.
                                                                25


                    TONY
          Morgan H. Stark.   Chow time.    Want
          some lunch?

Silence. Then MORGAN STARK (4) steps out of her play tent,
wearing A PURPLE-BLUE IRON MAN HELMET (RESCUE).

                    MORGAN STARK
          Define lunch or be disintegrated.

                    TONY
          You should not be wearing that.
          It's part of a special anniversary
          gift I made for Mom. You thinking
          about lunch?

Tony gently takes the helmet off, revealing A YOUNG GIRL.

                    TONY (CONT'D)
          Where'd you find this?

                    MORGAN STARK
          Garage.

Tony picks her up, walking toward the house.

                    TONY
          You like going in the garage? So
          does Daddy. It's all right. Mommy
          never wears what I buy her.

                                                    TIME CUT:

Tony and Morgan exit the woods.    Suddenly, Tony stops.

In the driveway, STEVE ROGERS stares at him.      NATASHA AND
SCOTT GET OUT OF THE CAR BEHIND HIM.


EXT. STARK ECO-COMPOUND, PORCH - DAY

STEVE, SCOTT, and NATASHA sit with TONY.

                    TONY
          I just want to thank you folks for
          dropping by. It's not every day
          one gets to contemplate biting it
          on an inter-dimensional timescape.

                    NATASHA
          You've got some objections to the
          plan.
                                      26


          TONY
So you're calling it a plan. To
me, it sounds like an exotic
suicide method. Not to mention,
it's impossible.

          SCOTT LANG
We know what it sounds like.

          STEVE
Tony, after what you've seen, is
anything really impossible?

           TONY
Quantum fluctuation kinda messes
with the Planck Scale, which then
triggers the Deutsch Proposition,
can we agree on that?
    (offering more tea)
Chai?
    (back on message)
In layman's terms, it means you can
cancel your Netflix subscription
because you're not coming home.

          SCOTT LANG
I did.

          TONY
Which was a billion-to-one cosmic
fluke. Now you want to pull a-
What are you calling it?

          SCOTT LANG
A time heist.

          TONY
Oh, of course, a time heist, why
didn't we think of this before?
Right, because it's a pipe dream.
Who are you again?

          SCOTT LANG
Still Scott...

          STEVE
Tony, the Stones exist in the past.
We could get them and bring them
here.

          NATASHA
We can snap our own fingers.   We
can bring everybody back.
                                                         27


                    TONY
          Or screw it up worse than he
          already has.

                    STEVE
          I don't believe we would.

Tony stares at Steve, a lot of water under the bridge.

                    TONY
          Gotta say it. Sometimes I've
          missed that giddy optimism. Sadly,
          all your high hopes won't help me
          if there's no logical, tangible way
          for me to safely execute said "time
          heist." I believe the most likely
          outcome would be our collective
          demise.

                    SCOTT LANG
          Not if we strictly follow the rules
          of time travel. No talking to our
          past selves. No betting on
          sporting events-

                    TONY
          Stop, Scott. Stop.      Are you
          telling me that your    plan to save
          the universe is more    than loosely
          based on Back to the    Future?

                     SCOTT LANG
              (meaning "yes")
          No...

                    TONY
          Good. Because that would be
          horseshit. Scientifically
          speaking, your brother's picture
          doesn't disappear just `cause you
          went to the dance with your mom.
          That's not how quantum physics
          works.

                    NATASHA
          We have to take a stand.

                    TONY
          We did stand. And yet here we are.

                    SCOTT LANG
          Look, Stark- Can I call you Tony?
                                                    28


                      TONY
            Please don't-

                         SCOTT LANG
            Tony-

                         TONY
            Fine.

                      SCOTT LANG
            I get that you've got a lot on the
            line, here. You've got a wife. A
            daughter. But I lost someone very
            important - a lot of us did - and
            now we have a chance to save her,
            and everyone else, and you won't
            even-

                         TONY
            No, Scott.     I won't.   Even.

Suddenly, MORGAN walks onto the porch.

                      MORGAN STARK
            Mommy told me to come save you.

Tony takes Morgan into his arms and heads inside.

                       TONY
            Good job. I'm saved.
                (to Steve)
            I wish you were coming here to ask
            me something else. I'm honestly
            happy to see you. If you want to
            stay-

Steve tries one last time.

                      STEVE
            Tony, I get it. And I'm happy for
            you. I am. But this is a second
            chance.

                      TONY
            Yeah, well, I got my second chance
            right here. I can't roll the dice
            on it. The table is set for six.
            If you don't talk shop, you're
            welcome to stay for lunch.

He exits.
                                                          29


EXT. STARK ECO-COMPOUND - DAY

Steve, Natasha, and Scott walk toward the car.

                    NATASHA
          He's scared.

                    STEVE
          He's not wrong.

                    SCOTT LANG
          What are we gonna do?    We need him.
          You want to stop?

                     STEVE
          No.  I want to do it right.
              (beat)
          We're going to need a really big
          brain.

                    SCOTT LANG
          Bigger than his?


EXT. DINER - NIGHT

ONLOOKERS crowd a diner window, trying to peek inside.

                    SCOTT LANG (O.S.)
          I'm confused.


INT. DINER - NIGHT

SMART HULK ROLLS UP A PIZZA AND EATS IT LIKE A BURRITO.
SCOTT, STEVE, AND NATASHA SIT ACROSS FROM HIM.

                    SMART HULK
          These are confusing times.

                    SCOTT LANG
          No, that's not what I'm-

                    SMART HULK
          I'm kidding, I get it.   It's crazy.
          I wear shirts now!

                     SCOTT LANG
          But ---
              why?

                    SMART HULK
          Five years ago, we got our asses
          kicked, right?
                                                        30


Smart Hulk eats a stack of pancakes in two bites.

                    STEVE
          He's heard.

                    SMART HULK
          It was worse for me. Because I
          lost twice. First Hulk lost. Then
          Banner lost. Then we all lost.

                    NATASHA
          No one blamed you, Bruce.

                    SMART HULK
          I did- I feel like I'm the only
          one eating. Here, try some.

He holds out a pizza.   They decline.   He shrugs.

                    SMART HULK (CONT'D)
          Thing is, I kept thinking, it
          didn't have to be that way. That
          the best of Banner and best of
          Hulk, if they'd worked together,
          maybe they could've stopped Thanos.

                     SCOTT LANG
          Okay.   But how did...this happen?

                    SMART HULK
          For years I treated the Hulk like a
          disease, something to get rid of.
          But when I started treating him
          like the cure...

Smart Hulk MESHES HIS FINGERS together.

                    SMART HULK (CONT'D)
          Eighteen months in the Gamma Lab.
          I put the brains and the brawn
          together. And now look at me.
          Best of both worlds.

TWO KIDS amble up to the booth.

                      KID
          Mr. Hulk?    Can we get a picture?

                    SMART HULK
          100%, little lady.

The kid hands a phone to Steve. SMART HULK makes a duck face
as Steve sheepishly snaps the pic, handing the phone back.
                                                             31


                     SMART HULK (CONT'D)
              (to the fan)
          Thanks, pal. Hulk out!

                    STEVE
          So, Bruce, about what we said-

                    SMART HULK
          The time travel do-over? I don't
          know, that's kind of outside my
          field of expertise...

Natasha nods at his Smart Hulk-ness, history between them.

                    NATASHA
          You pulled this off. I remember a
          time that was impossible, too.

He considers, then finally relents, pulling out his phone.

                    SMART HULK
          I'm supposed to be on Oprah next
          week, but I guess I could move
          things around.


INT. STARK ECO-COMPOUND, KITCHEN - NIGHT

TONY STARK DOES DISHES. He rinses with the sprayer.     It goes
everywhere. He wipes down the counter, including...

A PICTURE OF PETER PARKER.     He stares.


INT. STARK ECO-COMPOUND, SIDE PORCH - NIGHT

Tony builds HOLO MODELS: Penrose diagrams, wormholes.   He
studies a STAR-SHAPED CAPACITOR, intrigued.

                    TONY
          Friday, you up?

                      FRIDAY
          Yes, sir.

                    TONY
          I've had a mild inspiration, like
          to see if it checks out. I would
          like to run one last sim before we
          pack it in for the night. This
          time, in the shape of a Mobius
          Strip, inverted.
                                                            32


                    FRIDAY
          Processing.

The model forms.

                    TONY
          All right, give me the eigenvalue
          of that particle, factoring in
          spectral decomp. Run it. That'll
          take a second. And don't worry if
          it doesn't pan out, I'm just kind
          of...

THE CAPACITOR GLOWS. A HOLO-MAN DRIFTS INTO A CIRCULAR
WORMHOLE, LOOPING...RETURNING TO THE PLACE IT FIRST LEFT.

                    FRIDAY
          Model rendered.

                     TONY
              (in awe)
          Shit.

                    MORGAN STARK (O.S.)
          Shit.

Tony turns to see HIS DAUGHTER in the doorway.

                    TONY
          What are you doing up?

                    MORGAN STARK
          Shit.

                    TONY
          First of all, that's a Mommy word,
          she coined it.

                    MORGAN STARK
          Why are you up?

                    TONY
          I just had something on my mind.

                    MORGAN STARK
          Was it juice pops?

                    TONY
          Correct. Great minds think alike.
          What kind do you want?
                                                             33


INT. STARK ECO-COMPOUND, MORGAN'S ROOM - NIGHT

Morgan eats A JUICE POP in bed.    Tony watches.

                     TONY
          You done?
              (finishing her popsicle)
          Now you are.

                    MORGAN STARK
          Tell me a story.

                    TONY
          Once upon a time, Maguna went to
          bed. The end.

                    MORGAN STARK
          That was a bad story.

He runs his hand over her hair.

                    TONY
          Love you tons.

                    MORGAN STARK
          Love you three thousand.

                    TONY
          Wow, that's a lot.

Tony turns out the light, exits.


INT. STARK ECO-COMPOUND, LIVING ROOM - NIGHT

PHOTOS crowd a side table: Pepper, Morgan, Tony. Even one of
HOWARD STARK, PEGGY CARTER & HANK PYM UNDER A SHIELD SYMBOL.

Find...PEPPER, curled up on the couch reading.     Then...

                    TONY (O.S.)
          Out like a light. Don't know how
          much she loves you but she loves me
          three thousand.

                    PEPPER POTTS
          That's up there.

                    TONY
          What're you reading?

                    PEPPER POTTS
          A book about composting-
                                                            34


                    TONY
          I think I solved it.

Pepper looks up.

                    PEPPER POTTS
          Just so we're both talking about
          the same thing-

                    TONY
          Time travel.

                    PEPPER POTTS
          That's amazing.

                      TONY
          Yeah.

                    PEPPER POTTS
          And terrifying.

                    TONY
          To say the least.

He sits beside her.   She stares, SHARING IN HIS DILEMMA.

                    PEPPER POTTS
          We got really lucky-

                      TONY
          I know-

                    PEPPER POTTS
          Not everybody did.

                    TONY
          I can't help everybody.

                    PEPPER POTTS
          Except, it sort of seems like you
          can.

                    TONY
          Not if I stopped right here.

                    PEPPER POTTS
          Tony, trying to get you to stop is
          one of the few failures of my life.

                    TONY
          I could just lock the lab, put it
          in a trunk, sink it to the bottom
          of the lake, and go to bed.
                                                            35


                    PEPPER POTTS
          But could you rest?


INT. AVENGERS COMPOUND, HANGAR - DAY

SCOTT WAITS IN HIS ANT-MAN 2 QUANTUM SUIT IN FRONT OF THE
OPEN VAN DOORS.

                    SCOTT LANG
          You're sure these modifications are
          safe?

He looks over to...SMART HULK, WEARING READING GLASSES,
MAKING ADJUSTMENTS TO A NEW CONTROL PANEL.

                    SMART HULK
          I reran my calculations three times-

                    SCOTT LANG
          Because the guy who invented this
          thing is pretty much a genius-

                    SMART HULK
          I have seven PhD's, an MD, the Hans
          Bethe Award for Physics, and I'm
          personal friends with Bill Nye the
          Science Guy. We're good.

                   SCOTT LANG
          Yeah. And you look like that on
          purpose.

STEVE and NATASHA enter from outside.

                    STEVE
          Breakers are set, emergency
          generator's on stand-by.

                    SMART HULK
          Good. If we blow the grid, I don't
          want to lose Tiny back in the
          `50's.

                       SCOTT LANG
          Excuse me?

                    NATASHA
          He was kidding.

                    SMART HULK
          I was kidding.
                                                             36


                     NATASHA
              (to Hulk)
          You were kidding, right?

                     SMART HULK
          Honestly, I have no idea. We're
          attempting time travel. Either
          it's all a joke, or none of it is.
              (loudly to Scott)
          We're good! Helmet on.

Scott puts on his helmet, slightly dubious.

                    SMART HULK (CONT'D)
          Okay. I'm going to send you back
          one week, give you an hour to look
          around, then bring you back in ten
          seconds. Make sense?

                    SCOTT LANG
          Perfectly not confusing.

                    STEVE
          Good luck, Scott.    You've got this.

                     SCOTT LANG
              (inspired)
          Yes, I do, Captain America.    Yes, I-

SMART HULK PULLS A LEVER.    SCOTT SHRINKS TO NOTHING.

                    SMART HULK
          Counting down from three, two,
          one...

SUDDENLY SCOTT REAPPEARS...BUT HE'S 12-YEARS-OLD.

                      SCOTT LANG
          Uh, guys?    This doesn't feel right.

                    NATASHA
          Is that Scott?

                    SMART HULK
          Probably...?

He scrambles, hitting buttons.   SCOTT SHRINKS TO NOTHING.

                    STEVE
          Get him back!

Smart Hulk flips a switch.    SCOTT REAPPEARS...AT AGE 93.
                                                              37


                    SCOTT LANG
          Oh, my back!

                    NATASHA
          Bruce! Get it under control.        What
          the hell is going on?

                    SMART HULK
          I got it, I know exactly what's
          going on. Pretty much.

SCOTT SHRINKS TO NOTHING AGAIN. HULK TYPES FRANTICALLY with
A PENCIL, fingers too big for the keys.

2-YEAR OLD SCOTT APPEARS.

                    NATASHA
          Oh, my God.

                    STEVE
          It's a baby.

                    SMART HULK
          It's Scott.

                       STEVE
          As a baby!

Smart Hulk hits a button.      Baby Scott disappears.

                     SMART HULK
          When I tell you, kill the power!
              (throwing a switch)
          Now!

NATASHA KILLS THE POWER.       Normal Scott stumbles off the pad.

                    SCOTT LANG
          Somebody peed my pants. I don't
          know if it was baby-me or old-me.
          Or just me-me.


EXT. AVENGERS COMPOUND, HANGAR - DAY

Steve leans on the wall, discouraged. Then he hears AN
ENGINE ROAR. AN AUDI races up the drive.

It stops, the window rolling down to reveal...TONY.

                    TONY
          Why the long face? Wild guess, he
          turned into a baby?
                                                           38


                    STEVE
          Among other things.

                     TONY
              (getting out of the car)
          EPR Paradox. Instead of pushing
          Lang through time, you were pushing
          time through Lang. It's dangerous.
          I probably should've cautioned you
          against it.

                       STEVE
          You did.

                    TONY
          Thank god, I'm here.    Regardless, I
          fixed it.

He holds up...HIS STAR-SHAPED CAPACITOR.

                    TONY (CONT'D)
          That is a fully-functioning, time-
          space GPS. I just want peace.
          Resentment is corrosive. I hate
          it.

                       STEVE
          Me, too.

Something eases between them, for the first time in years.

                    TONY
          We've got a shot at the Stones. I
          just need you to know my
          priorities. Bring back everyone we
          lost, hopefully. Keep what I
          found, definitely. And, let's not
          die trying.

Steve looks at Tony.    Finally, he offers his hand.

                    STEVE
          Sounds like a deal.

They shake.   This is a long time coming.   Finally...

                    TONY
          But wait, there's more.   Act now,
          and it comes with a bonus offer.

Tony pops the trunk.    Steve stares, moved, at...HIS SHIELD.

                    STEVE
          Tony, I don't know-
                                                           39


                    TONY
          What's to know? He made it for
          you. Plus, I gotta get it out of
          the garage before Morgan takes it
          sledding.

Steve finally picks up the shield, SLIDING IT ONTO HIS ARM.

                    STEVE
          Thank you, Tony.

Tony chokes up, then covers by slamming the trunk.

                    TONY
          Just don't flaunt it. I didn't
          bring enough for the whole team.
          We are getting the whole team,
          right?

                    STEVE
          We're trying.


EXT. AVENGERS COMPOUND, HANGAR - DAY

SCOTT sits on a bench, eating a hardshell taco. THEN A
MASSIVE EXHAUST WIND BLASTS HIM, blowing his taco away.

THE BENATAR lands outside AVENGERS COMPOUND. NEBULA AND
ROCKET EMERGE. Rocket waits at the end of the gangway.

                    ROCKET
          Hey, Humie. Where's Big Green?

                    SCOTT LANG
          Um, kitchen, I think.

Scott tries a smile at Nebula.    She just hits her COM:

                    NEBULA (INTO COM)
          Rhodey, careful on re-entry.
          There's an idiot in the landing
          zone.

She goes in.   THEN, WHAM, WAR MACHINE LANDS, STARTLING SCOTT.

                    SCOTT LANG
          Oh, my God!

                    RHODEY
          What's up, Regular-Sized Man?

Rhodey goes inside as SMART HULK walks out, carrying an
overnight bag. He hands Scott some tacos.
                                                            40


                     ROCKET
          Finally.   I ain't got all day.

                    SMART HULK
          I call shotgun!

As he walks up the Benatar's gangway, PRE-LAP A METALLIC
SCRAPING SOUND.


EXT. NEW ASGARD - DAY

The scraping goes on as we see...A NORWEGIAN FISHING VILLAGE.
Tilt to a sign: "NEW ASGARD," in English and ASGARDIAN RUNES.

A PICK-UP passes, scraping the pavement: SMART HULK AND
ROCKET SIT IN BACK, WEIGHING DOWN THE TRUCK.


EXT. NEW ASGARD, VILLAGE - DAY

SMART HULK AND ROCKET WALK THROUGH TOWN.    ASGARDIANS IN
EARTHLY CLOTHES EYE THEM WITH SUSPICION.

                    ROCKET
          What the heck are they looking at?

                    SMART HULK
          I'm kind of famous...

                    ROCKET
          Yeah, I'm sure that's it. Kind of
          a step down from golden palaces and
          magic hammers...

                    SMART HULK
          They lost Asgard, then half their
          people. Maybe they're just happy
          to have a home.

                    VALKYRIE (O.S.)
          You shouldn't have come.

VALKYRIE approaches from the pier.    Smart Hulk GRINS.

                    SMART HULK
          Hey, Valkyrie! Great to see you!

He goes for a hug...VAL DOESN'T.   She studies the new him.

                    VALKYRIE
          Uh huh. I liked you better either
          of the other ways.
                                                           41


                    SMART HULK
          This is Rocket.

                      ROCKET
          Hey.

                     VALKYRIE
          Hey.
              (to both)
          He won't see you.

                    SMART HULK
          We didn't say we were here to see-

                    VALKYRIE
          Great, then you can hose out the
          gut buckets-

                    ROCKET
          We're definitely here to see him.

                    VALKYRIE
          He can't give you what you need.

                    SMART HULK
          It's that bad?

                    VALKYRIE
          We only see him once a month.   When
          he comes in for "supplies."

She nods to A DOZEN BEER KEGS STACKED OUTSIDE A PUB.


EXT. NEW ASGARD, CABIN - DAY

Smart Hulk and Rocket knock on the door of A CABIN.    Nothing.


INT. NEW ASGARD, CABIN - DAY

SMART HULK opens the door. PIZZA BOXES and LIQUOR BOTTLES
litter the floor. Rocket recoils.

                    ROCKET
          Something died in here.

                      SMART HULK
          Hello...?    Thor...?

                    THOR (O.S.)
          Are you here about the cable?

We hear a HEAVY SHUFFLING as someone approaches.
                                                           42


                    THOR (CONT'D)
          Cinemax went out two days ago, and
          the sports are all...fuzzy...

THOR enters, CONFUSED, A LITTLE DRUNK, SHIRTLESS...AND
TREMENDOUSLY FAT. Rocket and Hulk stare.

                       SMART HULK
          Thor?

                     THOR
          BROS!   Bring it in!

Thor hugs Smart Hulk.    He turns to Rocket, who steps back.

                    ROCKET
          Yeah, I'm good.

                    THOR
          Hulk, you know my boys, Korg and
          Miek, right?

KORG and MIEK sit on the couch, playing Playstation 4.

                    KORG
          Beer's in the bucket.     Feel free to
          log on to the WiFi.

                       SMART HULK
          Hey, guys.     Long time no-

                    KORG
          Thor! This kid on the TV just
          called me a dickhead!

                    THOR
          Noobmaster again?

                    KORG
          NoobMaster69 called me a dickhead-

Thor snatches KORG'S HEADSET and hisses into the mic.

                     THOR
          Noobmaster, this is Thor, again.
          God of Thunder. This is your last
          warning. Log off this game or I
          will come to your basement, rip off
          your arms and shove them up your
          butt.
              (handing the headset back)
          Right, who wants a drink?
                                                           43


SMART HULK AND ROCKET JUST STARE. Thor pulls a beer from the
fridge, and whacks the cap against STORMBREAKER.

                    SMART HULK
          Hey, buddy, are you all right?

                    THOR
          Don't I look all right?

                     ROCKET
              (under his breath)
          You look like melted ice cream-

                    THOR
          So, what's up? Just here for a
          hang?

                    SMART HULK
          We need your help. There's a
          chance we can fix everything.

                    THOR
          Like the cable?   It's driving me
          bananas.

                    SMART HULK
          Like Thanos.

THOR GRABS HULK'S SHIRT, INTENSE.   KORG RISES FROM THE COUCH.

                    THOR
          Don't say that name.

                    KORG
          Yeah, we don't say that name in
          here.

Smart Hulk looks down at THOR'S HAND STILL ON HIS SHIRT.

                    SMART HULK
          Please take your hand off me.

Thor looks into Hulk's eyes...and gently removes his hand.

                    SMART HULK (CONT'D)
          Now, I know the thought of...that
          guy might scare you-

                     THOR
          Scared? Why would I be scared of
          that guy? I'm the one who killed
          that guy, remember?
              (looking around)
          Anyone else here kill that guy?
                     (MORE)
                                                        44

                    THOR (CONT'D)
          Didn't think so. Korg, tell
          everyone who chopped Thanos' head
          off.

                    KORG
          Stormbreaker?

Thor uncaps a whiskey bottle. BLAM, IT SHATTERS IN HIS HAND.
Reveal...ROCKET, BLASTER SMOKING.

                     THOR
          Not.   Cool. Man.

                     ROCKET
          Don't.   Care. Dude.

                    SMART HULK
          Look, I get it. You're in a rough
          patch. I've been there. But you
          know who helped me out of it?

                    THOR
          Was it Natasha?

                    SMART HULK
          It was you. You helped me.   And I
          need you to help me again.

                    THOR
          Ask the Asgardians down there how
          much "my help" is worth.

                    ROCKET
          At least they're alive-

                     THOR
          They were gods! Now they're
          fisherpeople!
              (sagging into a chair)
          The ones that are left, anyway.

                    SMART HULK
          That's the thing. I think we can
          bring them back.

Thor's tempted, but shakes his head.

                    THOR
          Stop. Stop. I know you think I'm
          down here, wallowing in my own self-
          pity, waiting to be rescued. But
          I'm fine. I'm happy. Whatever it
          is you're offering, don't care.
          Couldn't care less.
                                                             45


Hulk and Rocket stare at Thor.

                    SMART HULK
          Come on, pal. We need you.

He still can't meet their gaze.   Finally...

                    ROCKET
          There's beer in the ship.

                       THOR
              (beat)
          What kind?


EXT. TOKYO - NIGHT

A KARAOKE BAR LIES IN RUINS AS A TINNY POP SONG PLAYS.

BLOOD POOLS BENEATH DEAD YAKUZA THUGS, UZIS JUST OUT OF REACH
OF THEIR TATTOOED HANDS.

TITLE: "TOKYO."

AS WE PULL BACK...THE MUSIC FADES, REPLACED BY A SOFT CRYING.
A TERRIFIED HOSTESS DARTS FROM COVER, WIPING AWAY THE CHYRON.

KEEP PULLING BACK...PAST A CAR SMASHED THROUGH THE FRONT
WINDOW, TATTOOED DRIVER SLUMPED OVER THE WHEEL, GUN IN HAND.

WE HEAR RAIN, A REVVING ENGINE, AND THEN GUNFIRE.

PULL ONTO THE SIDEWALK, TURNING JUST AS A MOTORCYCLE CRASHES,
RIDER TUMBLING PAST US IN A WHITE MOHAWKED HELMET.

ANOTHER MOTORCYCLE RACES TOWARD US, BUT...

WHFT-WHFT, TWO ARROWS SEND THE RIDER SKIDDING INTO A WALL,
TIRES SQUEALING AS THE BIKE SPINS HELPLESSLY ON ITS SIDE.

CAMERA TURNS TOWARD AN ALCOVE, WHERE A YAKUZA THUG TUMBLES
OFF THE STAIRS AS...

A MASKED FIGURE HEADS UP, STOPPING MOMENTARILY TO DRAW HIS
TELESCOPING BLADE.

BEHIND THE SMOKED GLASS OF SECOND FLOOR WINDOWS, THE FIGURE
FIGHTS ANOTHER THUG. THEN...

CRASH, THE THUG COMES SMASHING THROUGH THE WINDOW.   THUD.

WHIP THROUGH THE RAIN TO THE UPPER FLOORS OF THE BUILDING.
GUNFIRE FLASHES AS THE FIGHT CONTINUES PAST THREE WINDOWS...
                                                           46


SUDDENLY, THE FOURTH WINDOW SHATTERS AS A YAKUZA BOSS,
AKIHIKO, LEAPS OVER THE SIDEWALK...

LANDING ON THE METAL AWNING OF A NOODLE SHOP.   HE ROLLS TO
THE WET STREET, LANDING HARD ON HIS ANKLE.

THE MYSTERIOUS FIGURE GRACEFULLY LEAPS AFTER HIM, BOUNCING
OFF THE AWNING AND DROPPING TO THE STREET BELOW.

RACK UP TO GET OUR BEST LOOK YET AT...RONIN. HARD-SET EYES
STARE AT AKIHIKO THROUGH A BLACK MASK. THEY BATTLE.

                     AKIHIKO
              (Japanese, subtitled)
          Why are you doing this? We never
          did anything to you!

                     RONIN
              (Japanese, subtitled)
          You survived. Half the planet
          didn't. They got Thanos. You get
          me.

Akihiko attacks.   Ronin slashes him across the middle.

                     RONIN (CONT'D)
              (Japanese, subtitled)
          You're done hurting people.

Akihiko gestures at the bodies in the street.

                    AKIHIKO
          We hurt people? You're crazy.
          --
Ronin slashes Akihiko's throat.   The man drops to his knees.

                    AKIHIKO (CONT'D)
          Wait! Help me! I'll give you
          anything! What do you want?

                    RONIN
          What I want...you can't give me.

Ronin finishes him off. AKIHIKO GOES STILL.     SIRENS WAIL.
Ronin removes his mask, revealing...

CLINT BARTON, haggard. He hears A FOOTFALL. He whirls,
katana raised...then stops. His face goes slack as...

NATASHA STEPS INTO A POOL OF LIGHT, A LARGE BLACK UMBRELLA
KEEPING HER FROM THE RAIN.

They stare at each other. Clint hasn't seen her in years.
She hasn't seen what he's become.
                                                         47


                    CLINT BARTON
          You shouldn't be here.

                    NATASHA
          Neither should you.

                    CLINT BARTON
          I've got a job to do.

                    NATASHA
          That what you're calling this?

She moves even closer.   He stiffens.

                     NATASHA (CONT'D)
          Killing these people isn't going to
          bring your family back.
              (beat)
          We found something. A chance,
          maybe...

                    CLINT BARTON
          Don't.

                    NATASHA
          Don't what?

                    CLINT BARTON
          Give me hope.

                    NATASHA
          I'm just sorry I couldn't give it
          sooner.

CLINT DISSOLVES, sagging into her arms.


INT. AVENGERS COMPOUND, HANGAR - DAY

THOR STANDS WITH A BEER IN A COZY, staring at A NEW QUANTUM
TUNNEL (2.0), AFFIXED WITH TONY'S CAPACITOR.

                    TONY (O.S.)
          Out of the way, Lebowski.

Thor shuffles aside as Tony blows past.

                    TONY (CONT'D)
          Hey, Ratchet, you get lost in
          there?

                    ROCKET (O.S.)
          It's Rocket, and shut up. You're
          only a genius on Earth, pal.
                                                            48


                    TONY
          And you're only in there because
          you have tiny hands.

ROCKET, COVERED IN GREASE, WRIGGLES OUT A HATCH.

                       ROCKET
          Fixed it.

                       TONY
          Thank you.

                    ROCKET
          Get used to saying that.


INT. AVENGERS COMPOUND, WORKSHOP - DAY

SMART HULK fits SCOTT with A BRAND NEW TIME SUIT. NEBULA
ASSISTS. RHODEY enters the workshop, eyeing the suit.

                    RHODEY
          Time travel suit, I like it.

SMART HULK awkwardly tries to fit a pair of RED TEST TUBES
INTO THE TIME SUIT'S BELT.

                    SCOTT LANG
          Easy, easy. Careful with those.

                    SMART HULK
          I'm being very careful-

                    SCOTT LANG
          You're being very Hulky-

Scott takes the tubes from him and inserts them, himself.

                    SCOTT LANG (CONT'D)
          These are Pym Particles. You can't
          shrink to the Quantum Realm without
          them, and since Hank Pym got
          snapped out of existence, we can't
          make any more. I told you. We've
          only got enough for one round trip
          each, no do-overs.

Scott gently clicks the tubes into their housing.

                    SCOTT LANG (CONT'D)
          Plus two test runs-

SUDDENLY, SCOTT SHRINKS INTO NOTHING, THEN GROWS BACK.   He
takes that in...
                                                         49


                     SCOTT LANG (CONT'D)
          One test run.
              (embarrassed)
          Okay, maybe I'm not ready.

                      CLINT BARTON (O.S.)
          I'm game.

They turn to see CLINT leaning in the doorway.

                    CLINT BARTON (CONT'D)
          I'll do it.

                                                 TIME CUT:

NOW, CLINT WEARS THE TIME SUIT. Scott looks on, sulky.
SMART HULK, RHODEY, and NEBULA attach the Pym housing.

                    SMART HULK
          Okay, Clint, you might feel a
          little disoriented when you
          chronoshift-

                    RHODEY
          Hang on, I've got to ask, if we can
          do this, why don't we just go find
          baby Thanos and, you know...

Rhodey makes a STRANGLING GESTURE.

                    SMART HULK
          Uh, one, because that's horrible.
          And, two, killing baby Thanos
          doesn't kill adult Thanos. Time
          doesn't work like that. You can't
          change the future by changing the
          past.

                    SCOTT LANG
          Sure, we can. We take the stones
          before Thanos gets them, then he
          doesn't have them. Problem solved.

                    NEBULA
          That's not how it works.

                    CLINT BARTON
          I don't know. That is kind of what
          I've heard-

                    SMART HULK
          Heard from who?
                                                                   50


                    RHODEY
          Star Trek. Terminator.            Bill and
          Ted's Excellent-

                    SMART HULK
          WHY DOES EVERYONE THINK THIS?
          THAT'S NOT TRUE. IF YOU TRAVEL TO
          THE PAST, THEN THAT PAST HAS BECOME
          YOUR PRESENT, AND YOUR FORMER
          PRESENT HAS BECOME THE PAST, WHICH
          NOW CAN'T BE CHANGED BY YOUR NEW
          FUTURE!

                        NEBULA
          Exactly.

                        RHODEY
          Excuse me?

Scott leans over, whispering:

                        SCOTT LANG
          Apparently, Back to the Future is bullshit.

                    CLINT BARTON
          Look, are we doing this or not?


INT. AVENGERS COMPOUND, HANGAR - DAY

CLINT WAITS ALONE ON THE PLATFORM, WEARING THE TIME SUIT.

SMART HULK readies THE QUANTUM CONSOLE as ROCKET, RHODEY,
NEBULA, THOR, and STEVE look on.

                    SMART HULK
          Okay, Clint. Starting in three,
          two, one...

Clint nods over at them, determined.            SUDDENLY, HE STRETCHES,
SHRINKS, AND VANISHES. WHOOSH.


EXT. BARTON HOME, BARN - DAY

Through the slats of a barn, we see a tractor.           ENERGY
FLARES, REVEALING CLINT BARTON IN A TIME SUIT.

He walks to the open door, staring at...HIS OLD HOME.
                                                              51


EXT./INT. BARTON HOME, FRONT PORCH - DAY

Clint climbs the porch. He accidentally kicks...A BASEBALL
MITT. Then he hears VOICES.

He stares into the house through THE SCREEN DOOR. From the
sounds of it, LAURA and THE KIDS are making dinner.

HIS DAUGHTER LAUGHS. Clint's face crumples. Just then...HIS
QUANTUM CUFF VIBRATES. A SCREEN COUNTS DOWN: 0:03.

                     CLINT BARTON
          No.  Not yet...
              (opening the door)
          LILA!

BUT HIS BODY STARTS TO GLOW. 0.01- CLINT VANISHES.      THE
SCREEN DOOR SLAMS. After a moment, LILA runs in.

                       LILA BARTON
          Dad?


INT. AVENGERS COMPOUND, HANGAR - DAY

CLINT APPEARS ON THE PAD, SHAKEN.     TONY and NATASHA approach.

                    NATASHA
          Are you all right?    Hey, look at
          me. You okay?

                    TONY
          Tell me something good...

Clint looks up, tearful.    He holds out THE BASEBALL MITT.

                       CLINT BARTON
          It worked.     It worked.

Reveal Steve, Smart Hulk, Nebula, Rhodey, Scott, Thor, and
Rocket, looking on.

                       ROCKET
          Holy crap.     We're freaking time
          travelers.


INT. AVENGERS COMPOUND, LIVING AREA, DAY 1 - DAY (MOCO)

On a HOLO-BOARD: "MIND, SPACE, TIME, POWER, REALITY, SOUL."
Above each word hovers...ITS ARTIFACT:

LOKI'S SCEPTER, THE TESSERACT, THE EYE OF AGAMOTTO, THE ORB,
THE AETHER CONTAINER, AND A QUESTION MARK.
                                                            52


                    STEVE
          Okay. Now that we've got how,
          we're going to need where and when.

NEBULA, TONY, RHODEY, SCOTT, SMART HULK, ROCKET, NATASHA, and
CLINT look on.

                    STEVE (CONT'D)
          Most folks here have encountered at
          least one of the six Infinity
          Stones-

                    TONY
          I think you mean nearly been killed
          by one of the six Infinity Stones.

                     SCOTT LANG
          I haven't.
              (off their looks)
          Just...saying.

                    SMART HULK
          Regardless, we've only got enough
          Pym Particles for one round trip,
          each. And the Stones have been in
          a lot of places throughout history.

                    TONY
          Our history. Not all of them are
          going to be a fun drop-in.

                    CLINT BARTON
          Which means we've got to pick our
          targets.

                     STEVE
          Exactly.
              (he taps "REALITY")
          Let's start with the Aether.   Thor,
          what do we know?

Everyone looks toward...THOR, slumped over.

                    NATASHA
          Is he asleep?

                    RHODEY
          I'm pretty sure he's dead.

                                                 DISSOLVE TO:

THOR sulks, looking at the Aether Container Holo: "REALITY"
Locations are listed: "SVARTALFHEIM, KNOWHERE, LONDON."
                                                             53


                    THOR
          The Aether's not a stone, it's more
          of an angry sludge. My grandfather
          hid it from Dark Elves in a rock
          between dimensions that can only be
          accessed every 5000 years.

HIS ROBOTIC EYE drifts off in the wrong direction.    Thor
bangs his head, resetting his eye.

                     THOR (CONT'D)
          Or...by Jane. She stuck her hand
          in a rock. Then the Aether stuck
          itself inside her. Then I took her
          to Asgard. We were dating...
              (depressed)
          We're not anymore.

Everyone stares.

                                                DISSOLVE TO:


INT. AVENGERS COMPOUND, LIVING AREA, DAY 2 - DAY (MOCO)

CLOSE ON a holo image of THE ORB: "POWER." Locations are
listed: "MORAG ?-2014, KYLN 2014, XANDAR 2014-2018."

FIND ROCKET AS HE SLURPS FROM A CONTAINER OF LO MEIN.

                    ROCKET
          Quill said he stole the Power Stone
          from Morag.

He paces on top of the table, past SMART HULK EATING A PINT
OF "HUNKA HULKA BURNING FUDGE."

                    SMART HULK
          That's a person?

                    ROCKET
          It's a planet. Quill was a person.

                    SCOTT LANG
          Wait, like a planet...in space?

Rocket pinches Scott's cheek.

                    ROCKET
          Aw, look. It's like a puppy, all
          happy and everything.
                    (MORE)
                                                           54

                    ROCKET (CONT'D)
          You want to go to space, puppy?
          I'll take you to space.

                                               DISSOLVE TO:


INT. AVENGERS COMPOUND, SITTING AREA - DAY

Scott, Steve, Natasha, Clint, Rocket, and Smart Hulk sit
quietly, listening to Nebula.

                    NEBULA
          Thanos found the Soul Stone on
          Vormir.

                    NATASHA
          And that is...?

                     NEBULA
          A dominion of death at the very
          center of celestial existence.
              (beat)
          It's the place where Thanos
          murdered my sister.

That hangs heavily.   A moment passes.   Then...

                      SCOTT LANG
          Not it.

                                               DISSOLVE TO:


INT. AVENGERS COMPOUND, OFFICE - DAY, EARLY

Tony, Natasha, and Smart Hulk hash it out.

                    NATASHA
          So this `Time Stone' guy...what
          kind of doctor was he?

                      SMART HULK
          Strange?

                    TONY
          Cross between ear-nose-and-throat
          and rabbit-from-hat.

                    SMART HULK
          Had a nice place in the Village.

                     TONY
          Yeah.   Sullivan Street.
                                                          55


                      SMART HULK
          Bleecker.

                    TONY
          Sullivan and Bleecker.   They're
          cross streets.

                    NATASHA
          Wait, he lived in New York? Guys,
          pick the right year and there were
          three stones in New York.

                     SMART HULK
              (beat)
          Shut the front door...


INT. AVENGERS COMPOUND, LIVING AREA, DAY 3 - DAY

STEVE blocks our view.

                    STEVE
          Okay, we have a plan. Six stones,
          three teams, one shot.

He steps away, revealing the board...

EVERYONE EYES THE TANGLE OF LINES CONNECTING SIX STONES TO
FOUR LOCATIONS TO TWO YEARS TO TEN HEROES. IT'S INSANE.


INT. AVENGERS COMPOUND, HANGAR - DAWN

DAWN RISES OUTSIDE HUGE WINDOWS.   OUR HEROES MARCH PAST IN
THEIR TIME SUITS.

                    STEVE (O.S.)
          Five years ago, we lost.     All of
          us.


INT. AVENGERS COMPOUND, HANGAR - DAY

THE HEROES GATHER ON THE QUANTUM PLATFORM.

                     STEVE
          We lost friends. We lost family.
          We lost a part of ourselves.
              (beat)
          But today we have a chance to take
          it all back.

Steve takes in the groupings of heroes: RHODEY & NEBULA, NAT
& CLINT, THOR & ROCKET, TONY & SCOTT.
                                                           56


                    STEVE (CONT'D)
          You have your teams and you have
          assignments. Get your stone, and
          get back here. One round trip
          each. No mistakes. No do-overs.

He grips HIS SHIELD.

                     STEVE (CONT'D)
          Most of us are going back to places
          we know. That doesn't mean we know
          what to expect. Be careful. Look
          out for each other. Improvise, if
          you have to.
              (looking around)
          This is the fight of our lives.
          And we're going to win.
              (beat)
          Whatever it takes.

The platform stays quiet.   Rocket WHISPERS to Scott:

                    ROCKET
          He's pretty good at that...

Scott nods enthusiastically.

                     TONY
              (to Smart Hulk)
          All right, you heard the man.
          Stroke those keys, Jolly Green.

Smart Hulk taps in commands with HIS PENCIL.    LIGHTS
ILLUMINATE EACH PAD.

                    SMART HULK
          Tracking beacons engaged.

Clint checks his pocket: A SHRUNKEN BENATAR sits inside.

                    ROCKET
          You promise to bring that thing
          back in one piece?

                    CLINT BARTON
          Yeah, sure thing. I'll do my best.

                    ROCKET
          That's pretty lame, as far as
          promises go.

SMART HULK STEPS ONTO THE PLATFORM, COMPLETING THE LINEUP.
THE PLATFORM BEGINS TO VIBRATE. NATASHA LOOKS AROUND.
                                                           57


                    NATASHA
          See you in a minute.

                    SMART HULK
          Actually, it'll be closer to seven
          or eight microseconds, give or-

SUDDENLY, THEY STRETCH AND VANISH, SHRINKING AWAY.    WHOOSH.

THE QUANTUM CONSOLE STOPS VIBRATING. HULK'S PENCIL SLOWLY
ROLLS TOWARD THE EDGE...AND DROPS OFF-


EXT. NEW YORK CITY - DAY (AVENGERS 1)

TITLE: NEW YORK, 2012

THE BATTLE OF NEW YORK RAGES. IN THE MIDDLE OF IT ALL, THE
AVENGERS GATHER IN A CIRCLE, FACING IMPOSSIBLE ODDS.

At the same time, just a block away...


EXT. NEW YORK CITY, ALLEY - CONTINUOUS (AVENGERS 1)

FLASH! STEVE, SMART HULK, TONY, and SCOTT arrive at the
mouth of an alley, just out of sight.

                    TONY
          Okay, Park Avenue's that way.
          Let's huddle up. Suits off.

They all touch their cuffs, RETRACTING THEIR TIME SUITS.

                    STEVE
          We've all got our assignments.   Two
          stones uptown, one stone down.
          Stay low, keep an eye on time-

Just then, A1 HULK BOUNDS DOWN THE STREET SMASHING THINGS.

                    STEVE (CONT'D)
          And Bruce? Maybe smash a few
          things along the way. For
          appearances.

                     SMART HULK
              (taking off his shirt)
          All right, but I have to say, it
          seems gratuitous.

He half-heartedly smashes a few cars.
                                                            58


                    SMART HULK (CONT'D)
          Grrr...grrr...


EXT. SANCTUM SANCTORUM, ROOF - DAY (AVENGERS 1)

THE BATTLE OF NEW YORK RAGES. CHITAURI CHARIOTS ZOOM OVER
THE VILLAGE. SUDDENLY...BOOM, THE CHARIOTS EXPLODE.

ON ONE SIDE OF THE SANCTUM ROOF, A TINY, HOODED FIGURE hurls
jagged mandalas into the sky.

ON THE OTHER SIDE OF THE ROOF...SMART HULK LANDS.    He heads
for a door, but...

                    ANCIENT ONE (O.S.)
          I'd be careful going that way...

He turns to find...THE ANCIENT ONE STARING AT HIM.

                    ANCIENT ONE (CONT'D)
          We just had the floors waxed.

SMART HULK THINKS, THEN GROWLS, TRYING TO INTIMIDATE HER.

                    SMART HULK
          Hulk...does what...Hulk want?

                    ANCIENT ONE
          Yes, I suppose that would be the
          case-

JUST THEN, ON THE ROOF OPPOSITE, A1 HULK TACKLES A CHITAURI
CHARIOT, RIPPING IT IN HALF. HE ROARS, LEAPING AWAY.

Smart Hulk blinks, sheepish.   The Ancient One looks at him.

                    ANCIENT ONE (CONT'D)
          Care to explain?

                    SMART HULK
          I'm looking for Dr. Strange.

                    ANCIENT ONE
          You're about five years too early.
          Stephen Strange is currently
          performing surgery, 20 blocks that
          way. What do you want with him?

He finally notices THE EYE OF AGAMOTTO HANGING FROM HER NECK.

                    SMART HULK
          Well, that, actually.
                                                             59


                      ANCIENT ONE
          Ah.    I'm afraid not.

                    SMART HULK
          I'm seriously sorry but...I wasn't
          asking.

Smart Hulk cracks his knuckles and moves in.   She smiles.

                    ANCIENT ONE
          You don't want to do this.

                    SMART HULK
          You're right, I don't. But I need
          that stone, and I don't have a lot
          of time to debate it-

He reaches for it. THE ANCIENT ONE SLAMS HER PALM INTO HIS
CHEST AND BLASTS BRUCE BANNER RIGHT OUT OF SMART HULK.

"ASTRAL BANNER" hangs in the air, staring at his frozen Smart
Hulk body. He looks at his human hands, overwhelmed.

                    ASTRAL BANNER
          No, no, no-

She topples Smart Hulk's body with one finger.   Whump.

                     ANCIENT ONE
          Now.   Let's start over, shall we?


INT. ASGARD, PALACE, CORRIDOR - DAY (THOR 2)

TITLE: ASGARD, 2013

AN ASGARDIAN MAIDEN stands at JANE'S ROOM, handing over A
GREEN DRESS.

                    MAIDEN (O.S.)
          For you, Lady Jane.

                    JANE FOSTER (O.S.)
          Um, do you have anything
          with...pants?

                       MAIDEN (O.S.)
          Pants?

                       JANE FOSTER (O.S.)
          It's okay.     Nevermind.

Pull back to...ROCKET AND THOR, WATCHING from behind a crypt.
Rocket holds a syringe-like EXTRACTION DEVICE.
                                                         60


                    THOR
          That's Jane.

                    ROCKET
          Okay, here's the deal. You're
          going to charm her, and I'm going
          to poke her with this thing,
          extract the Reality Stone, and get
          gone lickety-split.

Thor looks off in the other direction, anxious.

                    THOR
          Um, I'll be right back. The wine
          cellar is just down here. My
          father used to have this barrel of
          Aakonian ale. Felt like getting
          hit in the face with a poleaxe.
          I'll see if the scullery has a
          couple of to-go cups-

They hear SOMEONE APPROACHING. Rocket yanks Thor back
as...FRIGGA AND HER HANDMAIDENS ENTER THE CORRIDOR.

                    FRIGGA
          Send Loki some soup. I don't think
          he's eating. And ask our
          librarians to pull some volumes
          from the astronomy shelves. He
          won't read them, but at least
          they'll keep him company.

Thor watches Frigga and her coterie disappear down the hall.

                    ROCKET
          Who's the fancy broad?

                       THOR
          My mother.     She dies today.

                       ROCKET
          Oh, jeez.

Thor starts to sweat.

                    THOR
          I can't do this. This is a bad
          idea. I can't do this...

Rocket climbs onto a marble monument.

                       ROCKET
          Come here.
                                                           61


Thor steps closer.   ROCKET SLAPS HIM ACROSS THE FACE.

                    ROCKET (CONT'D)
          You think you're the only one who's
          lost people? What do you think
          we're doing here? I lost the only
          family I ever had. Quill, Groot,
          Drax, the chick with the antenna.
          All gone. I've lived five
          meaningless years without them, and
          every minute has blown Aaskvarian
          gornads. I get you miss your mom.
          But she's gone. Really gone.
          There are plenty of people who are
          only kind of gone. And you can
          help them. So, is it too much to
          ask that you brush the crumbs out
          of your beard, make shmoopy talk to
          Prettypants, and when she's not
          looking, suck out the Infinity
          Stone, and help me get my family
          back?

Thor stares at him a long moment.    He wipes his tears away.

                    THOR
          I guess not.

                       ROCKET
          Good.

                       THOR
          Thank you.     I can do this.

                       ROCKET
          Great.

As Rocket scurries to Jane's door, Thor murmurs to himself.

                     THOR
          I can do this...I can do this...
              (beat)
          I can't do this...

                     ROCKET
              (peering through keyhole)
          All right, heartbreaker. This is
          our shot...

Rocket turns to find...THOR NOWHERE TO BE SEEN.

                     ROCKET (CONT'D)
          Thor?
              (holding his temples)
                     (MORE)
                                                             62

                    ROCKET (CONT'D)
          I can kill him, and say the Elves
          did it.


EXT. MORAG - DAY (GUARDIANS)

TITLE: MORAG, 2014

STIFF WINDS PELT THE SURFACE OF MORAG. RHODEY STEERS NEBULA
AS SHE LOWERS THE ESCAPE POD FROM THE NOW FULL-SIZED BENATAR.

                    RHODEY
          That's it, right on that line,
          Blue. Keep dropping it.

Nearby, CLINT SURVEYS THE PLANET. GEYSERS EXPLODE. CLIFFS
LOOM. AN ORLONI bites NATASHA's boot. She kicks it away.

                     CLINT BARTON
              (to Rhodey)
          Hey, can we hurry it up?

                    NATASHA
          Yeah, come on, chop chop, we're on
          the clock, here.

                      RHODEY
          All that?    Really helpful!

                                                   TIME CUT:


Clint and Natasha board the Benatar.     Rhodey and Nebula
remain on the planet's surface.

                    NATASHA
          Take care of yourself.

                    RHODEY
          Get that stone and come back. No
          messing around. You guys watch
          each other's six.

                                                   TIME CUT:

BESIDE THE POD, RHODEY AND NEBULA WATCH THE BENATAR TAKE OFF.

                    NEBULA
          Coordinates for Vormir are laid in.
          All they have to do is not fall
          out.
                                                           63


INT. BENATAR, FLIGHT DECK - DAY (GUARDIANS)

Clint laughs, watching Natasha expertly pilot a spaceship.

                       NATASHA
          What?

                    CLINT BARTON
          Nothing. Just...we're a long way
          from Budapest.

                     NATASHA
              (pushing the throttle)
          Further every second.


EXT. MORAG - DAY (GUARDIANS)

RHODEY SCANS THE LANDSCAPE.

                    RHODEY
          So, all we have to do is hang out,
          wait for this Quill guy, and follow
          him to the Power Stone, right?

                    NEBULA
          Let's take cover. We're not the
          only ones in this reality looking
          for the stones.

                    RHODEY
          Hey, who are you talking about
          right now? Who else is looking for
          the stones?

                       NEBULA
          My father.     My sister.   And me.

MOVE IN ON RHODEY, CONCERNED.

                      RHODEY
          You?    Where are you?

                                                  CUT TO:


EXT. BATTLEFIELD, ALIEN PLANET - DAY

BAD NEBULA CUTS DOWN A KORBINITE SOLDIER WITH DUAL BLADES.

She leads Thanos' troops onward as they lay waste to the
Korbinite home world. JUST THEN...
                                                            64


BLAM! A GRENADE KNOCKS BAD NEBULA TO HER KNEES.       TWO
KORBINITE RIFLEMEN BEAR DOWN ON HER.

Suddenly, A GREEN BLUR LEAPS IN, SLICING THE RIFLEMEN'S
THROATS. THE TWO HUGE SOLDIERS DROP...

REVEALING GAMORA looking down at her sister.       Beat.

                    GAMORA
          You're welcome?

                    BAD NEBULA
          I didn't ask for your help.

                    GAMORA
          And yet you always need it.     Father
          wants us back on the ship.

Gamora offers her hand.   Bad Nebula stands on her own.

                    BAD NEBULA
          Why?

                    GAMORA
          He's found an Infinity Stone.

Off Bad Nebula's intrigued look...


INT. Q-SHIP - DAY

BAD NEBULA and GAMORA study a holo-map.

                    BAD NEBULA
          Where?

                    GAMORA
          On a planet called "Morag."


EXT. BATTLEFIELD, ALIEN PLANET - DAY

A DARK FIGURE ADVANCES ACROSS THE SMOKY FIELD, RELENTLESS.

                    BAD NEBULA (O.S.)
          Father's plan is finally in motion.

                    GAMORA (O.S.)
          One stone isn't six.

ALIENS RUN FOR COVER, SCREAMING.    SOMETHING CUTS THEM DOWN...
                                                            65


                    BAD NEBULA (O.S.)
          It's a start. If he gets them
          all...

THANOS steps from the smoke, armored, wielding A HUGE BLADE.

                    GAMORA (O.S.)
          We'll never have to do this again.

THREE ALIENS CHARGE HIM. THANOS CUTS THEM DOWN.    He wipes
blood from his face, and SMILES.

                    BAD NEBULA (O.S.)
          He'll miss it.

A SMALL FIGHTER FLIES IN, STRAFING HIM.    NEVER BREAKING
STRIDE, THANOS SLICES IT IN TWO.

He looks up to his ship.   A BEAM BATHES HIM IN LIGHT...


INT. Q-SHIP - DAY

Bad Nebula and Gamora turn as THANOS ENTERS THE FLIGHT DECK.

                    THANOS
          Ronan has located the Power Stone.
          I'm dispatching you to his ship.

                    GAMORA
          He won't like it.

Thanos wipes the blood from his blade.

                    THANOS
          His alternative is death. Ronan's
          obsession clouds his judgement.
          After Loki, I'm taking no chances.

                    BAD NEBULA
          We will not fail you, father.

Thanos finally lays his eyes on her.

                     THANOS
          No.   You won't.

                    BAD NEBULA
          I swear I will make you proud-

SUDDENLY, BAD NEBULA STAGGERS, hand to the wall.

                    GAMORA
          Sister, what's-
                                                            66


Thanos watches, curious, as NEBULA DROPS TO A KNEE.
SUDDENLY, A HOLO-PROJECTION OF RHODEY BEAMS FROM HER EYE.

                    RHODEY (HOLO)
          So, all we have to do is hang out,
          wait for this Quill guy, and follow
          him to the Power Stone, right?

                    NEBULA (HOLO) (O.S)
          Let's take cover. We're not the
          only ones in this reality looking
          for the stones.

BAD NEBULA SLUMPS, breaking the projection.    Gamora goes to
her, trying to prop her up.

                    GAMORA
          Who was that?

                    BAD NEBULA
          I...don't know. My
          head...splitting...

Bad Nebula winces.   Gamora looks to Thanos.

                    GAMORA
          Her synaptic drive was probably
          damaged in battle-

                     THANOS
          Sshhh...

Thanos looks down at Bad Nebula. He gently lifts her head
with his blade. Something's not right.

                    THANOS (CONT'D)
          Bring her to my ship.


EXT. STARK TOWER, PENTHOUSE - DAY (AVENGERS 1)

Tony swoops onto the helipad outside the wrecked penthouse.


INT. STARK TOWER, PENTHOUSE - DAY (AVENGERS 1)

THE MIND STONE GLOWS IN LOKI'S SCEPTER. Pull back to see
it's in A1 NATASHA'S HANDS, as she stands with...

A1 THOR, A1 STEVE, A1 TONY, A1 HULK, AND A1 CLINT (THE ICONIC
SHOT FROM AVENGERS 1), all staring down at...LOKI.
                                                              67


                    LOKI
          If it's all the same to you...I'll
          have that drink now.

From behind cover, TONY PEERS AT THE BACK SIDE OF THE
AVENGERS TABLEAU.

                    TONY (INTO COM)
          Cap, I've got to say that outfit
          does nothing for your ass.

                    STEVE (OVER COM)
          No one asked you to look, Tony.

REVEAL TINY SCOTT ON TONY'S SHOULDER.

                    SCOTT LANG (INTO COM)
          I think you look great, Cap. As
          far as I'm concerned, that's
          America's ass.

                    A1 NATASHA
          Who gets the magic wand?

                    A1 STEVE
          SHIELD's coming up now.

                    TONY
          Ball's in play.   Head's up, Cap.

From hiding, Tony eyes A1 NATASHA WITH LOKI'S SCEPTER.

                                                 INTERCUT:


INT. STARK TOWER, HALLWAY - DAY

STEVE negotiates an empty hallway, head on a swivel.    He
heads for AN ELEVATOR.

                    TONY (OVER COM)
          Mind Stone's on the move.

                    STEVE (INTO COM)
          I'm in position.


INT. STARK TOWER, PENTHOUSE - DAY (AVENGERS 1)

A1 NATASHA hands LOKI'S SCEPTER to...AGENT SITWELL.    He's
about to touch the tip when...

                    A1 NATASHA
          Careful with that.
                                                            68


A1 CLINT pours himself A DRINK at Tony's bar.

                    A1 CLINT BARTON
          Unless you want your mind erased.
          And not in the fun way.

Sitwell carries the scepter to THE SERVICE ELEVATOR...WHERE A
STRIKE TEAM WAITS. BROCK RUMLOW hits "down."

                    BROCK RUMLOW
          We promise to be extra careful.

Scott stares at Sitwell and Rumlow.

                    SCOTT LANG
          Who are these guys?

                    TONY
          SHIELD. Actually, Hydra.     But we
          didn't know that yet.

                    SCOTT LANG
          Seriously? `Cause it's kind of
          obvious they're bad guys.

                    TONY
          You're small but you're talking
          loud.

A1 THOR WALKS LOKI PAST A1 STEVE.

                    A1 STEVE (INTO COM)
          I'm on my way down to coordinate
          search and rescue.

Loki rolls his eyes...AND TRANSFORMS INTO A COPY OF STEVE.

                    LOKI/STEVE
          "I'm on my way down to coordinate
          search and rescue." I mean,
          really, how do you keep your food
          down?

Thor slaps A MUZZLE on Loki, who REVERTS TO HIS OWN FORM.

                    A1 THOR
          Yes, that's much better.

He steers his brother into THE MAIN ELEVATOR.

                    A1 THOR (CONT'D)
          You coming, Stark?
                                                             69


Nearby, A1 TONY uses his gauntleted hand to place THE
TESSERACT into AN ALUMINUM ATTACHE CASE.

                    A1 TONY
          One sec, just packing my lunch.

                    TONY
          All right, you're up, Little Buddy.
          There's our stone

A1 Tony crosses to the elevator.     Scott takes position,
readying himself.

                       SCOTT LANG
          All right.     Flick me.

Tony flicks Scott with a finger, sending him sailing into the
ATTACHE CASE.

TONY leaps out the window, Bleeding Edge armor forming around
him as he falls.

A1 Tony joins the others in the elevator.    Then...

A1 HULK steps up to THE ALREADY CROWDED ELEVATOR.      Avengers
smile awkwardly. There's no room.

                     A1 HULK
              (angrily)
          Hulk take stairs.


EXT. STARK TOWER - DAY

Tony circles around the building...PASSING THE DESCENDING
SERVICE ELEVATOR, CROWDED WITH RUMLOW'S STRIKE TEAM.

                    TONY (O.S.)
          Okay, Cap, I make ten of them, just
          passing the 80th floor.

                     STEVE (O.S.)
          Got it.   Head to the lobby.

                    TONY (O.S.)
          Already on my way.


INT. STARK TOWER, SERVICE ELEVATOR - DAY (AVENGERS 1)

Sitwell, Rumlow, and the STRIKE TEAM descend.
                                                            70


                    AGENT SITWELL (INTO PHONE)
          Evidence secured, we are en route
          to Dr. List...No, no hitches at
          all, Mr. Secretary...

The car stops.   The doors open...AND OUR STEVE GETS ON.

                    AGENT SITWELL (CONT'D)
          Captain, I thought you were
          coordinating search and rescue?

                    STEVE
          Change of plans.

Steve glances at Rumlow, who's holding THE SCEPTER.

                       BROCK RUMLOW
          Cap.

                       STEVE
          Rumlow.

The doors close.    Everyone rides in silence.   Tension mounts.

                    STEVE (CONT'D)
          I got a call from the Secretary's
          office. I'm going to be running
          point on the scepter.

Behind him, Sitwell and Rumlow exchange a glance.

                       AGENT SITWELL
          Sir?     I don't understand-

                    STEVE
          We've had word there might be an
          attempt to steal it.

Steve reaches for the scepter, but Rumlow holds tight.

                    BROCK RUMLOW
          Afraid we can't allow that, Cap.

                     AGENT SITWELL
              (pulling out his phone)
          I'll have to check with the
          Director-

                      STEVE
          No.    Trust me. It's okay...

Steve leans in, drawing them all close.   Then he whispers:
                                                               71


                        STEVE (CONT'D)
          Hail Hydra.

THEIR EYES GO WIDE.


INT. STARK TOWER, 10TH FLOOR - DAY (AVENGERS 1)

The elevator OPENS. Steve steps out with THE SCEPTER.
Sitwell and Rumlow stare after him, amazed.

THE DOORS CLOSE.    STEVE SMILES TO HIMSELF.


INT. STARK TOWER, STAIRWELL - DAY (AVENGERS 1)

A1 HULK lumbers down the stairs, taking chunks out of corners
in the tiny stairwell. He snorts, growing more pissed off.

                    A1 HULK
          SO MANY STAIRS!


INT. STARK TOWER, LOBBY - DAY (AVENGERS 1)

A1 TONY carries the TESSERACT CASE through THE LOBBY,
followed by A1 THOR and LOKI.

SWAT TROOPERS clear a path.     ONE TURNS ASIDE, RAISING HIS
MASK, REVEALING...OUR TONY.

                    TONY (INTO COM)
          Okay, Thumbelina, you're a go.

MOVE IN CLOSE on A1 TONY to see...SCOTT, HIDING IN HIS HAIR.

                    SCOTT LANG (INTO COM)
          Bombs away.

SCOTT DROPS BENEATH TONY'S BLACK SABBATH SHIRT.


INT. TONY STARK'S SHIRT - CONTINUOUS (AVENGERS 1)

SCOTT slides down Tony's clavicle to the RT.    He sniffs.

                    SCOTT LANG (INTO COM)
          Is that...Axe body spray?

                    TONY (OVER COM)
          Yeah, I had a can in the desk for
          emergencies. Can we focus, please?
                                                          72


                    SCOTT LANG (INTO COM)
          I'm going inside you...NOW.

SCOTT SQUEEZES BETWEEN A1 TONY'S SKIN AND THE RT.


INT. STARK TOWER, LOBBY - DAY (AVENGERS 1)

A1 TONY, A1 THOR, and LOKI approach the door. ALEXANDER
PIERCE intercepts them with a team of SHIELD AGENTS.

                    ALEXANDER PIERCE
          Mind if I ask where you're going?

                    A1 THOR
          We were thinking lunch, then
          Asgard. And you are?

                    A1 TONY
          Alexander Pierce. He's the guy
          behind the guys behind Fury, so
          don't mess.

                     ALEXANDER PIERCE
          My friends call me Mr. Secretary.
              (to Thor)
          I have to ask you to turn the
          prisoner over to me.

                    A1 THOR
          Loki will answer to Odin, himself.

                     ALEXANDER PIERCE
          No, he'll answer to us. "Odin" can
          have what's left.
              (to Tony)
          And we'll need the case back, too.
          That's been SHIELD property for
          over seventy years.

                    A1 TONY
          I'm not gonna argue who has
          authority here but jurisdictionally
          speaking, we are on Stark property.
          That is my name on the glass...

                    ALEXANDER PIERCE
          Just give me the case.

Across the lobby, TONY OBSERVES FROM BEHIND HIS SWAT HELMET.
                                                           73


                    TONY (INTO COM)
          Move it, Stuart Little. Things are
          getting dicey out here.

                                                   INTERCUT:


INT. TONY STARK'S RT - DAY (AVENGERS 1)

Scott studies A TANGLE OF COPPER WIRING.

                     SCOTT LANG (INTO COM)
          This place is a mess.
              (finding a wire)
          You promise you won't die?

                    TONY (OVER COM)
          You're only giving me a minor
          cardiac dysrhythmia-

                    SCOTT LANG
          That doesn't actually sound minor-

Tony sees PIERCE reaching for A1 TONY'S CASE.

                    TONY
          Window's closing.   Pull my plug.

                    SCOTT LANG
          Here goes...

SCOTT YANKS THE WIRE OUT OF ITS SOCKET.

IN THE LOBBY, A1 TONY GRIPS HIS CHEST.

                    ALEXANDER PIERCE
          Stark?

A1 Tony SEIZES, dropping. THE TESSERACT CASE CLATTERS TO THE
GROUND. PIERCE and A1 THOR kneel to assist.

                    ALEXANDER PIERCE (CONT'D)
          MEDIC!

                    A1 THOR
          Stark? Somebody get some help!      Is
          it your chest machine?

THE LOBBY BUZZES, SHIELD AGENTS RUNNING EVERYWHERE.

In the bustle, SCOTT SLIDES OUT OF A1 TONY'S SLEEVE. He
SHOVES THE TESSERACT CASE HARD. It SPINS across the floor...

RIGHT INTO TONY'S HAND.   Tony walks toward a side door.
                                                           74


                    TONY (INTO COM)
          Meet me in the alley. I'm just
          gonna grab a slice at Famous Ray's-

BUT AS TONY PASSES THE STAIRWELL DOOR...HULK BANGS IT OPEN,
SMASHING TONY IN THE FACE, SENDING HIM TUMBLING.

A1 HULK BASHES HIS WAY THROUGH THE LOBBY.

The Tesseract Case hits the floor, popping open.   THE
TESSERACT FALLS OUT, spinning past Tiny Scott...

STOPPING AT LOKI'S FEET. Loki stares at it in disbelief.    He
glances at A1 Thor and Pierce giving A1 Tony first aid.

THEN LOKI CALMLY REACHES DOWN WITH HIS MANACLED HANDS, GRASPS
THE TESSERACT...AND TELEPORTS AWAY. Scott stares, stunned.

                    SCOTT LANG
          That wasn't supposed to happen, was
          it?

A1 THOR LOOKS UP, REALIZING...

                    A1 THOR
          WHERE'S LOKI?

SHIELD TEAMS FAN OUT, ON ALERT.


INT. STARK TOWER, 14TH FLOOR - DAY (AVENGERS 1)

STEVE heads down a hall, SCEPTER IN HAND.

                    SECURITY (OVER SPEAKER)
          Building-wide alert, all units.
          Target Loki, maximum force.

                    STEVE (INTO COM)
          Tony? What's going on? Tell me
          you got that cube-

                     A1 STEVE (O.S.)
          Strike Teams, clear Forty, then
          work down.

Before Steve can hide...A1 STEVE ROUNDS THE CORNER.

                       STEVE
          Oh, great.

                    A1 STEVE (INTO COM)
          Disregard. I have eyes on Loki,
          Fourteenth Floor.
                                                            75


STEVE GENTLY LAYS THE SCEPTER DOWN, AND PULLS OFF HIS SHIELD.

                    STEVE
          I'm not Loki. And I don't want to
          hurt you.

A1 STEVE PULLS HIS SHIELD OFF HIS BACK.

                    A1 STEVE
          You're not going to get the chance-

A1 STEVE KICKS STEVE IN THE FACE.      Steve stumbles.

                    STEVE
          Forgot about that one.

They grapple.   Both their shields fall to the ground...

THEY BOTH STAMP ON THEM, simultaneously flipping the shields
back to their arms. A1 Steve looks impressed.

A1 STEVE SWINGS. STEVE DUCKS, HAMMERING HIM.      A1 Steve wipes
the blood from his lip, squaring off.

                    A1 STEVE
          I can do this all day-

                    STEVE
          Yeah, I know...

They battle on. A1 Steve tackles Steve, knocking his shield
aside, RIPPING OPEN ONE OF STEVE'S BELT COMPARTMENTS:

THE COMPASS FALLS OUT, OPENING TO REVEAL PEGGY'S PICTURE.    A1
Steve goes cold. He picks up the compass, FLABBERGASTED.

                    A1 STEVE
          Where'd you get this?

                     STEVE
          PX.   Camp Lehigh.   1943.

A1 Steve stares at Steve, eyes narrowing.

                    A1 STEVE
          You've got a lot of nerve.

HE HAMMERS STEVE ACROSS THE HALL. Steve goes skidding. He
groans, looking up to see...HE'S INCHES FROM THE SCEPTER.

A1 STEVE moves in. STEVE whips around, touching THE SCEPTER
to A1 Steve's chest. A1 STEVE'S EYES GO BLACK. HE FREEZES.
                                                           76


Steve stares, panting. Finally, he picks up the compass from
the floor, then considers A1 STEVE'S ASS.

                    STEVE
          That is America's ass.


EXT. SANCTUM SANCTORUM, ROOF - DAY (AVENGERS 1)

SMART HULK'S BODY lies slumped on an Adirondack chair, a
floppy sun hat covering his face.

                    ANCIENT ONE (O.S.)
          I wish I could help you, Bruce...

THE ANCIENT ONE waters a rooftop garden. She looks to ASTRAL
BANNER, who's only just getting used to being see-through.

                    ANCIENT ONE (CONT'D)
          But if I were to give up the Time
          Stone to help your reality, I'd be
          dooming my own.

                    ASTRAL BANNER
          Yeah, with all due respect, I'm not
          sure the science supports that.

                    ANCIENT ONE
          And yet, you're the one currently
          standing in the middle of my
          hydrangeas.

Banner looks down to see, indeed, he has phased through the
middle of the hydrangeas. He steps out of it.

                    ASTRAL BANNER
          Lady, I just want to borrow your
          necklace-

                    ANCIENT ONE
          At what cost?

SHE CONJURES A MAGICAL PROJECTION OF THE INFINITY STONES,
SPINNING IN UNISON. A TUNNEL OF GOLDEN LIGHT POURS FORTH.

                    ANCIENT ONE (CONT'D)
          The Infinity Stones create the
          experience you know as the flow of
          time. Remove one of the stones,
          and the flow splits.

She plucks the GREEN TIME STONE out of the array: A SMALLER,
BLACKENED RIVER BRANCHES OFF FROM THE FIRST.
                                                           77


                    ANCIENT ONE (CONT'D)
          Now, your timeline might benefit.
          My new one...would definitely not.

SHE GESTURES.   OUR CAMERA ZOOMS INTO THE BLACKENED TUNNEL...

TUNNEL POV: HUNDREDS OF PEOPLE RUN AS WE FLY OVER A CROWDED
STREET, UP TO...THE BURNING HONG KONG SANCTUM.

                     ANCIENT ONE (O.S.) (CONT'D)
          In this new branch reality, without
          our chief weapon against the forces
          of darkness, our world would be
          overrun...

MOVE UP TO SEE DORMAMMU IN THE SKY.    HE OPENS HIS MOUTH...

BACK ON THE ROOF...THE ANCIENT ONE PLUCKS MORE STONES FROM
THE GOLDEN RIVER, CREATING FIVE MORE BLACKENED TRIBUTARIES.

                     ANCIENT ONE (CONT'D)
          For each stone you remove, you'll
          create a new, vulnerable timeline.
          Millions will suffer.
              (beat)
          Now tell me, Doctor. Can your
          science prevent all that?

                     ASTRAL BANNER
          No.   But it can erase it.

Astral Banner reaches in and grabs THE VIRTUAL TIME STONE.

                    ASTRAL BANNER (CONT'D)
          Because once we're done with the
          stones, we can return each one to
          its own timeline. At the moment it
          was taken. So chronologically, in
          that reality, the stone never left.

HE PUTS THE TIME STONE BACK.   THE BLACK TIMELINE DISAPPEARS.

                    ANCIENT ONE
          You're leaving out the most
          important part, though. In order
          to put the stones back, you'd have
          to survive.

                     ASTRAL BANNER
          We will.   I will. I promise.

                    ANCIENT ONE
          I can't risk this reality on a
          promise.
                    (MORE)
                                                         78

                    ANCIENT ONE (CONT'D)
          It is the duty of the Sorcerer
          Supreme to protect the Time Stone-

                    ASTRAL BANNER
          Yeah? Then why the hell did
          Strange give it away?

The Ancient One freezes.

                    ANCIENT ONE
          What did you say?

                    ASTRAL BANNER
          Strange gave Thanos the Time Stone.

                       ANCIENT ONE
          Willingly?     Why?

                    ASTRAL BANNER
          Don't know. Maybe he made a
          mistake.

                       ANCIENT ONE
          Or I did.

The Ancient One looks out over a recovering NYC.

                    ANCIENT ONE (CONT'D)
          Strange is meant to be the best of
          us.

                    ASTRAL BANNER
          Then he must have had a reason.

                    ANCIENT ONE
          I fear you may be right...

Finally, she waves her hand and...WHOOSH! HE REINTEGRATES
INTO THE SMART HULK BODY. Smart Hulk gets up, WOOZY.

SHE REMOVES THE TIME STONE FROM THE EYE, HANDING IT TO HIM.

                       SMART HULK
          Thank you.

                     ANCIENT ONE
          I'm counting on you, Bruce.
              (re. the city behind her)
          We all are.


EXT. SANCTUARY 2 - DAY

THE SANCTUARY-2 LOOMS.
                                                        79


INT. SANCTUARY 2 - DAY

BAD NEBULA HANGS SUSPENDED. CABLES travel from her "brain"
to a GLOWING WALL OF DATABANKS, which silhouettes...

THANOS.   He regards her for a moment.   Then...

                     THANOS
           Run diagnostics. Show me her
           memory file.

At the console, EBONY MAW SCANS NEBULA'S INFORMATION.
NEBULA'S BODY TWITCHES.

GAMORA WATCHES, TORN.    SOON...AN ALERT FLASHES.

                      EBONY MAW
           Sir, the file appears...entangled.
           It was a memory, but not hers.
               (dawning on him)
           There's another consciousness
           sharing her network. Another
           Nebula.

                     THANOS
           Impossible.

                     EBONY MAW
           This duplicate carries a time
           stamp...from nine years in the
           future.

                     THANOS
           Where is this "other Nebula?"

                     EBONY MAW
           In our solar system.   On Morag.

                     THANOS
           Can you access her?

                      EBONY MAW
           Yes.   The two are linked.

THANOS PEERS INTO BAD NEBULA'S GLASSY EYES...

                     THANOS
           Search the duplicate's memory for
           Infinity Stones.

Maw works the console. Thanos steps aside as BAD NEBULA'S
BODY QUIVERS. AFTER A BEAT, A BEAM SHOOTS OUT OF HER EYE...

PROJECTING AN IMAGE OF AVENGERS COMPOUND:
                                                           80


STEVE, TONY, RHODEY, SCOTT, SMART HULK, ROCKET, NATASHA,
CLINT, AND THOR GATHER IN THE LIVING AREA.

                    SMART HULK (HOLO)
          -the Stones have been in a lot of
          places throughout history.

                    TONY (HOLO)
          Our history. Not all of them are
          going to be a fun drop-in.

                    CLINT BARTON (HOLO)
          Which means we've got to pick our
          targets.

                      STEVE (HOLO)
          Exactly.    Let's start here-

                    THANOS
          Freeze image.

THE IMAGE FREEZES.    THANOS STARES, RECOGNIZING THEM.

                      GAMORA
          Terrans?

                      THANOS
          Avengers.    Unruly wretches.

He gestures to A BLURRY REFLECTION WITHIN THE HOLOGRAM.

                     THANOS (CONT'D)
          What's this reflection. Amplify
          this, Maw.

EBONY MAW ZOOMS IN, REVEALING...A REFLECTION OF NEBULA.

                    GAMORA
          I don't understand.    Two Nebulas?

Thanos walks into the hologram, studying the faces.

                     THANOS
          No. The same Nebula. From two
          different times.
              (to Ebony Maw)
          Set course for Morag. And scan the
          duplicate's memories.
              (beat)
          I want to see everything...
                                                          81


INT. ASGARD, PALACE, CORRIDOR - DAY (THOR 2)

Frigga walks down a corridor, alone. THOR SNEAKS FROM COLUMN
TO COLUMN, FOLLOWING HER. She PAUSES, sensing something.

Thor HIDES. When he peers again, FRIGGA IS GONE. Then he
turns around to find FRIGGA STANDING BESIDE HIM. Thor jumps.

                    FRIGGA
          What are you doing?

                     THOR
          Mother!   What? Nothing.   Hello.

                     FRIGGA
          You're better off leaving the
          sneaking to your brother.
              (re. his bathrobe)
          What are you wearing?

                     THOR
          I always wear this.   It's one of my
          favorites.

                    FRIGGA
          And what's wrong with your eye?

                    THOR
          Oh, that. You remember
          the...Battle of Harokin. I took
          a...broadsword to the face?

He trails off, at a loss, staring at his dead mom.   Frigga
gently lays her hand on his cheek...READING HIM.

                    FRIGGA
          Oh. You're not the Thor I know at
          all, are you?

                       THOR
          Yes, I am-

                     FRIGGA
          I was raised by witches, boy. I
          see with more than eyes, you know
          that.
              (eyeing him)
          I can see the future hasn't been
          kind to you, has it?

                    THOR
          I didn't say I was from the
          future...
                                                            82


                    FRIGGA
          Thor...

Frigga gives her son a stern, "don't lie to me" look.   Thor
stares at his mom a long moment. Then, he cracks:

                    THOR
          I'm totally from the future.

                    FRIGGA
          Yes, you are.

                    THOR
          I need to talk to you.

                    FRIGGA
          We can talk.

Frigga GRABS Thor by the cloak and yanks him away.


INT. ASGARD, PALACE, JANE FOSTER'S CHAMBER - DAY (THOR 2)

CLOSE ON A PAIR OF MODERN BOOTS BENEATH AN ASGARDIAN GOWN.

TILT UP TO FIND...JANE FOSTER.   She studies the outfit.

Behind her, ROCKET RAISES THE EXTRACTION DEVICE OVER HIS
HEAD, ABOUT TO JAB...


INT. ASGARD, PALACE, FRIGGA'S CHAMBER - DAY (THOR 2)

FRIGGA sits with THOR in her chambers.

                    THOR
          ...and then it was done. His head
          over there. Body over there. And
          me in the middle. Just an idiot
          with an axe.

                    FRIGGA
          You're no idiot. You're here,
          aren't you? Seeking counsel from
          the smartest person in Asgard?

                    THOR
          Yeah, I guess.

                    FRIGGA
          An idiot, no. A failure,
          absolutely.
                                                         83


                    THOR
          That's a little harsh-

                    FRIGGA
          Quite a colossal one, by the sound
          of it.

                    THOR
          Okay, maybe just stop talking.

                    FRIGGA
          And you know what that makes you?
          Just like everyone else.

                    THOR
          I'm not supposed to be like
          everyone else, though.

                    FRIGGA
          Everyone fails at "who they're
          supposed to be," Thor. The measure
          of a person, of a hero, is how well
          they succeed at being who they are.

Thor stares at her, biting back emotions.

                    THOR
          I've really missed you, Mum.


INT. ASGARD, PALACE, CORRIDOR - DAY (THOR 2)

ROCKET TEARS DOWN THE HALL, EXTRACTION DEVICE IN HAND.

                    ROCKET
          I got it I got it I got it!

A TROOP OF EINHERJAR CHASE AFTER HIM.


INT. ASGARD, PALACE, FRIGGA'S CHAMBER - DAY (THOR 2)

THOR looks at THE OBSERVATORY: Dark Elves will soon attack.

                    THOR
          Mum, I have to tell you something-

                    FRIGGA
          No, son. You don't. You've come
          to repair your future, not mine.

                    THOR
          But your future-
                                                              84


                    FRIGGA
          Is none of my business.

Thor stares at her, torn.       THEN ROCKET RACES INTO THE ROOM.

                     ROCKET
              (to Frigga)
          Hi. You must be Mom.
              (to Thor, re. the device)
          I got the thing. Come on, we gotta
          move-

Thor looks to Frigga.

                    THOR
          I wish we had more time-

                     FRIGGA
          This was a gift. Now, go be the
          man you're meant to be.
              (beat)
          And eat a salad.

Thor smiles.    He and Rocket activate their time suits.

                    ROCKET
          Three...two-

                         THOR
          No.    Wait.

THOR DRAMATICALLY HOLDS OUT HIS HAND.      A long moment passes.

                    ROCKET
          What am I looking at?

                    FRIGGA
          Sometimes it takes a second.

Then...MJOLNIR SAILS INTO HER SON'S HAND.      She grins, proud.

                     THOR
              (relieved)
          Still worthy.

Mother and son look at each other for the last time.

                    THOR (CONT'D)
          Goodbye, Mum.

                    FRIGGA
          Goodbye, Son.

THEN, WHOOSH!   THOR AND ROCKET DISAPPEAR.
                                                            85


Suddenly...THE PALACE RUMBLES. Frigga looks to the window,
WHERE A DARK ELF WARSHIP DECLOAKS. SHE REACHES FOR A SWORD.

PRELAP: "COME AND GET YOUR LOVE," BY REDBONE.


EXT. MORAG, ABANDONED CITY - DAY (GUARDIANS)

PETER QUILL, in RED, PLEATHER TRENCH COAT AND HEADPHONES,
dances through the ruins of an alien city.

PULL BACK TO...NEBULA AND RHODEY WATCHING FROM BEHIND A ROCK.

                     RHODEY
           So, he's an idiot.

                     NEBULA
           Yes.

Quill spins, arms out, eyes shut. When the horizon finally
settles...he sees A METAL MAN STANDING THERE WAITING FOR HIM.

                     QUILL
           Oh, fu-

BAM!   RHODEY DECKS QUILL IN THE FACE.   Quill drops, out cold.

                     RHODEY
           Sorry about that. I know you guys
           were teammates and everything.

                     NEBULA
           Do you hear me complaining?

Nebula rifles through Quill's sack.    She pulls out AN
ELECTRONIC LOCK PICK.

                     RHODEY
           What is that?

                     NEBULA
           The tool of a thief.   Come on.

They set out toward the RUINED CITY.


INT. MORAG, TEMPLE VAULT - DAY (GUARDIANS)

WHIR, CLICK. TWO HUGE, STONE DOORS SLIDE OPEN, REVEALING
NEBULA AND RHODEY. SHE STEPS IN. RHODEY TRIES TO STOP HER.
                                                            86


                    RHODEY
          Hang on. This would be about the
          time the spikes come out, you know,
          with the skeletons still on them?

                    NEBULA
          What are you talking about?

                     RHODEY
          I'm just saying, when you break
          into a place called, "The Temple of
          the Power Stone", there are
          usually...

Ahead, they see...THE POWER STONE ORB HOVERING ABOVE ITS
PEDESTAL, SURROUNDED BY A WEB OF LASER THREADS.

                     RHODEY (CONT'D)
          Traps and stuff.
              (Nebula steps inside)
          Okay, don't say I didn't warn you.

Rhodey scans the laser web, strategizing.

                    RHODEY (CONT'D)
          These are photovoltaic lasers on a
          constantly shifting matrix. Gonna
          be damn near impossible to
          neutralize unless we-

SUDDENLY, NEBULA REACHES HER CYBERNETIC ARM THROUGH THE WEB.
SHE GRABS THE ORB...BUT THE WEB GRIPS HER, FRYING HER ARM.

She pulls out the orb, but sees Rhodey staring at HER
BLACKENED CLAW.

                    NEBULA
          I wasn't always like this.

He sees actual emotion somewhere inside her.    Favor his
exoskeletal leg braces as he softens.

                    RHODEY
          Yeah, me either. I guess we do the
          best with what we've got, huh?

SHE HANDS HIM THE ORB WITH JUST THE GHOST OF A SMILE.

                    RHODEY (CONT'D)
          Let's get out of here. Place gives
          me the creeps. Sync up. Three...
          two...one...
                                                            87


RHODEY TAPS HIS CUFF, SHRINKING AWAY.   Nebula goes for
hers...BUT HER EYES ROLL BACK.

SHE COLLAPSES, SEIZING VIOLENTLY, THEN GOING STILL.   Her eyes
snap open, projecting a hologram of...THANOS.

                    THANOS (HOLO)
          What's wrong?


INT. SANCTUARY-2, INTERROGATION CELL - DAY

BACK IN THE INTERROGATION CELL, BAD NEBULA'S EYE BEAMS: IN
THANOS' LODGE, THE AVENGERS SURROUND A ONE-ARMED THANOS.

THANOS STUDIES HIS HOLO-FUTURE-SELF, WATCHING HIS DESTINY
PLAY OUT IN FRONT OF HIM.

                    BRUCE BANNER (HOLO)
          You murdered trillions.

                    THANOS (HOLO)
          You should be grateful.

                    NATASHA (HOLO)
          Where are the stones?

THANOS SMIRKS, PUTTING THE PIECES TOGETHER.

                     THANOS (HOLO)
          Gone.   Reduced to atoms.

                    BRUCE BANNER (HOLO)
          You used them two days ago!

                    THANOS (HOLO)
          I used the stones to destroy the
          stones. The work is done. It
          always will be...

HE STEPS FORWARD, FINISHING HIS OWN THOUGHT.

        THANOS (HOLO) (CONT'D)             THANOS (CONT'D)
I AM INEVITABLE-               I AM INEVITABLE.

Thanos nods to Maw, who freezes the program.   THANOS WALKS
THROUGH THE HOLOGRAM, STUDYING THE HEROES.

                    GAMORA
          What did you do to them?

                     THANOS
          Nothing. Yet.
              (piecing it together)
                     (MORE)
                                                               88

                    THANOS (CONT'D)
          They're not trying to stop
          something I'm going to do in our
          time. They're trying to undo
          something I've already done in
          theirs.

                     GAMORA
              (uneasy)
          The stones.

                    THANOS
          I found them all. I won. Tipped
          the cosmic scales to balance.

                     EBONY MAW
          Sire.   This is your future?

                    THANOS
          My destiny.

He stares, mind whirling.     He nods.   THE MEMORY RESUMES.

                    RHODEY (HOLO)
          He's lying.

                    NEBULA (O.S.)
          My father is many things.      A liar
          is not one of them.

                    THANOS (HOLO)
          Thank you, daughter. Perhaps I've
          treated you too-

WHUMP. THOR CUTS OFF THANOS' HEAD.       THE VIEW LINGERS AS
"NEBULA" STARES AT HER DEAD FATHER.

THANOS STUDIES HIS SEVERED HEAD...AND SMILES.

                    THANOS (CONT'D)
          And that is destiny fulfilled.

Gamora stares, torn.   But Ebony Maw fumes on Thanos' behalf.

                     EBONY MAW
          Sire.   Your daughter is a traitor.

EBONY MAW GESTURES: CABLES WRAP AROUND NEBULA'S NECK.     SHE
AWAKENS, PANICKED. She looks up at Thanos.

                     BAD NEBULA
              (choking)
          No. Please, father. That's not
          me. I would never betray you.
          Please-
                                                             89


Thanos UNWRAPS the cord.   He touches his daughter's face.

                     THANOS
           Ssh, child. I know. And you'll
           have the chance to prove it...


INT. MORAG, TEMPLE VAULT - DAY (GUARDIANS)

ZZZT.   ON THE FLOOR, NEBULA'S EYES SNAP OPEN, HORRIFIED.

                     NEBULA
           He knows...


EXT. MORAG - DAY (GUARDIANS)

BOOTS POUND ACROSS THE ROCKS. NEBULA RUNS FLAT OUT,
DESPERATE, HEADING FOR THE ESCAPE POD.


INT. ESCAPE POD - DAY (GUARDIANS)

NEBULA rushes to the console and opens A COMMUNICATION LINK.

                     NEBULA (INTO COM)
           Barton, Romanoff, come in. We have
           a problem. Thanos knows! Thanos-

Suddenly, A SHADOW falls over the Pod.   Nebula looks out the
cockpit window...

AS A TRACTOR BEAM PULLS THE ENTIRE POD SKYWARD.


EXT. NEW YORK CITY, ALLEY - (AVENGERS 1)

IN THE ALLEY, Steve drops down from the building.   He hears A
WHISTLE. TONY waves from behind a crashed car.

                     TONY
           We've got a problem.

                                                  TIME CUT:

STEVE huddles with TONY and SCOTT.

                     STEVE
           How could you lose it?

                     TONY
           What do you want?   I got hit in the
           head with a Hulk!
                                                         90


                    SCOTT LANG
          You said we only had one shot.
          This was our shot. We shot it.     It
          was six stones or nothing! Six
          stones-

                    TONY
          You're not helping-

                    SCOTT LANG
          You ruined the Time Heist!

                    TONY
          Okay, okay, Loki's from Asgard,
          he's comfortable there. Knows the
          restaurants. It's a safe bet he
          visits home. If we can just grab
          This-Thor and explain the
          situation, he and I can fly-

                    STEVE
          Loki could be anywhere in the
          universe. We'd be old men before
          we found him.

As Steve and Scott debate, MOVE IN ON TONY, MIND WHIRLING...

                    STEVE (CONT'D)
          What other options did we have on
          the Tesseract?

                    SCOTT LANG
          Whoa, whoa. We don't have any
          other options. We can't go to any
          other times. No do-overs! We've
          only got one particle left, each.
          Use it now, that's it, bye-bye, we
          don't come home.

                    STEVE
          But if we don't try, nobody else
          comes home, either.

                     TONY
          I got it! There's another way to
          re-take the Tesseract, and acquire
          new particles.
              (to Steve)
          Military installation, Garden
          State.

Steve eyes Tony, BEGINNING TO UNDERSTAND.
                                                          91


                    STEVE
          When were they both there?

                    TONY
          I have a vaguely exact idea.

                       STEVE
          How vague?

                    SCOTT LANG
          Hang on, what's in New Jersey?

                    TONY
          I know they were there, and I know
          how I know.

STEVE STUDIES TONY A LONG MOMENT...

                    STEVE
          Looks like we're improvising.

                     SCOTT LANG
          Wait!   What are you improvising?

STEVE HANDS SCOTT THE STAFF.

                    STEVE
          Scott, take this back to the
          Compound.

                    TONY
          All right, suits on. Try these
          coordinates. 04-07-19-70...

                    SCOTT LANG
          Steve- Cap- Captain America, if you
          do this and he's wrong...you're not
          coming back.

Steve and Tony let the weight of that sink in.   He's right.
Even so, Tony turns to Steve.

                    TONY
          You trust me?

                       STEVE
          I do.

THEY STARE AT EACH OTHER, THEN...CLICK. THEY BOTH HIT THEIR
CUFFS. TONY AND STEVE SHRINK TO NOTHING...
                                                            92


EXT. NEW JERSEY WOODS - DAY (1970)

CUE MUSIC: "HEY LAWDY MAMA," STEPPENWOLF.

A 1970 Oldsmobile motors down a wooded road.   The bumper
sticker reads: "NUFF SAID."

At the wheel, STAN LEE (48), LONG HAIR, MOUSTACHE, OPEN
SHIRT, sings along to the radio, TWO LADIES at his side.

He passes by AN ARMY BASE, throwing a peace sign to A GUARD.

                    STAN LEE
          Make love, not war, baby!

He roars off, passing A FADED SIGN: "U.S. ARMY - CAMP LEHIGH -
BIRTHPLACE OF CAPTAIN AMERICA." MOVE INTO THE BASE...

                    TONY (O.S.)
          You weren't actually born here,
          right?


EXT. CAMP LEHIGH - DAY (1970)

SOLDIERS MARCH PAST AS...

Tony and Steve round the corner, TONY IN A LAB COAT and STEVE
IN GREEN KHAKIS, LOW-PULLED CAP, AND MIRRORED SUNGLASSES.

                    STEVE
          The idea of me was.

                     TONY
              (looking around)
          All right. If I was SHIELD and I
          wanted to hide my quasi-fascistic
          black site, where would I hide it?

                    STEVE
          In plain sight.

Steve nods at A MAN IN A GRAY SUIT approaching a building,
"MUNITIONS." He opens the door with a retro-tech PUNCH CARD.

TONY TOUCHES HIS GLASSES: HE X-RAYS INTO THE GROUND,
ILLUMINATING...TWENTY FLOORS OF SECRET, UNDERGROUND BASE.


INT. CAMP LEHIGH, ELEVATOR - DAY (1970)

Muzak plays as STEVE and TONY ride down with A FEMALE SHIELD
AGENT.
                                                            93


She stares awkwardly at Tony. Steve keeps his hat down.
Ding. The doors open. Tony exits, then turns back to Steve.

                    TONY
          Good luck with that mission,
          Captain.

                    STEVE
          Good luck with your project,
          Doctor.

Tony ducks out.    The doors close.   The Agent turns to Steve.

                    FEMALE SHIELD AGENT
          You new here?

                    STEVE
          Not exactly.


INT. CAMP LEHIGH, SHIELD FACILITY, ARCHIVES - DAY (1970)

TONY searches HIGH, CROWDED ARCHIVE SHELVES.

                    TONY
          Come on, you little hexahedron,
          where are you hiding?

Finally, he spots A HIGH TECH SAFE. He grabs a briefcase,
then NANOS A GAUNTLET, FRYING THE SAFE'S LOCK.

It opens revealing...THE TESSERACT.      Tony smiles.

                    TONY (CONT'D)
          You may not know it now, but
          someday you're going to be a real
          pain-in-the-ass.

Just then...THE ARCHIVE DOOR OPENS.

                    HOWARD STARK (O.S.)
          Hey, Arnim, you in here?

TONY LOCKS THE CUBE IN THE BRIEFCASE JUST BEFORE...

HOWARD STARK (49) APPEARS, carrying ROSES AND A CAN OF
SAUERKRAUT. TONY STARES, STUNNED.

                    HOWARD STARK (CONT'D)
          Hey, I'm looking for Dr. Zola. You
          seen him?

                       TONY
          No.     Haven't seen a soul.
                                                             94


Tony stands in front of his father, overwhelmed.    Howard
looks at him, a bit suspicious.

                    HOWARD STARK
          I know you?

From his pocket, TONY GENERATES A BADGE OUT OF NANO-TECH.
He holds it out.

                      TONY
          No, sir.    Just visiting from MIT.

                      HOWARD STARK
          That so?    Got a name?

                      TONY
          Howard...

                    HOWARD STARK
          Easy to remember-

                      TONY
          Potts.

                     HOWARD STARK
          I'm Howard Stark.
              (shaking hands)
          You seem a little green around the
          gills, Potts. Need some air?

                    TONY
          That'd be swell.

Tony distractedly walks away, leaving the briefcase.

                    HOWARD STARK
          Need the briefcase?

PRE-LAP A RINGING PHONE...


INT. CAMP LEHIGH, SHIELD FACILITY, PYM'S LAB - DAY (1970)

CLOSE ON: AN ANT.    A phone continues to ring.   Then...

                      HANK PYM (O.S.)
          Hello?

PULL BACK: THE ANT CRAWLS IN AN ANTFARM ON A LAB SHELF.

                      STEVE (OVER PHONE)
          Dr. Pym?
                                                            95


                    HANK PYM (O.S.)
          That would be the number you
          called, yes.

PAN across the shelf to A CHART OF WASP MATURATION.

                    STEVE (OVER PHONE)
          This is Captain Stevens, from
          shipping. We have a package for
          you.

KEEP PANNING to A PROTOTYPE ANT-MAN HELMET.

                    HANK PYM (O.S.)
          So bring it up.

                    STEVE (OVER PHONE)
          That's the thing, sir, we can't.

ARRIVE ON...HANK PYM (20's), in brown hair and lab coat.

                    HANK PYM
          Maybe I'm confused.   Isn't that
          your job?

                    STEVE (OVER PHONE)
          It's just...sir, the box is
          glowing. And to be honest, a
          couple of our mail guys aren't
          feeling great-

                    HANK PYM
          They didn't open it, did they?!


INT. CAMP LEHIGH, SHIELD FACILITY, HALLWAY - DAY (1970)

A DOOR MARKED, "DR. HENRY PYM," flies open.   Hank exits,
fuming, brushing past...STEVE.

Steve watches Hank stalk off...THEN DUCKS INTO HANK'S LAB.


INT. CAMP LEHIGH, SHIELD FACILITY, ELEVATOR - DAY (1970)

HOWARD and TONY step onto AN ELEVATOR.   The doors shut.

                    TONY
          Sauerkraut and a bouquet...big
          night planned?
                                                            96


                     HOWARD STARK
              (lifting one at a time)
          My wife's expecting. And too much
          time at the office.

Tony puzzles the dates out in his head...

                    TONY
          Congratulations.

                    HOWARD STARK
          Thanks.

                    TONY
          How far along is she?

                     HOWARD STARK
          Gee, I suppose...
              (indicating)
          ...this far. She's at the point
          where she can't stand the sound of
          my chewing. So I guess I'll be
          eating in the pantry again.

                    TONY
          I have a little girl.

TONY SMILES. He's talking about the man-he's-talking-to's
granddaughter, fifty years before she's born.

                    HOWARD STARK
          A girl would be nice. Less chance
          she'd turn out exactly like me.

                    TONY
          Would that be so bad?

                    HOWARD STARK
          Let's just say the greater good
          hasn't always outweighed my own
          self interest.

The elevator doors open.


INT. CAMP LEHIGH, SHIELD FACILITY, PYM'S LAB - DAY (1970)

STEVE searches Hank's lab, finally opening the fridge to
find...A TRAY OF BRAND NEW PYM PARTICLES.
                                                            97


INT. CAMP LEHIGH, SHIELD FACILITY, HALLWAY - DAY (1970)

Steve exits Hank's lab and heads for the elevator. But it
opens, revealing THE FEMALE AGENT FROM EARLIER, WITH AN M.P.

                    M.P.
          You've never seen either of these
          men before?

                    FEMALE SHIELD AGENT
          No. But I have an eye for this.
          Something looked fishy.

                    M.P.
          Describe `fishy'.

                    FEMALE SHIELD AGENT
          One of them had a hippie beard.

                    M.P.
          We talking Bee Gees or Mungo Jerry?

                    FEMALE SHIELD AGENT
          Definitely Mungo Jerry.

                     M.P.
              (over walkie-talkie)
          This is Chesler. We need every
          available agent to sub-level 6.    We
          have a potential breach.

Steve ducks through the nearest door...


INT. CAMP LEHIGH, SHIELD FACILITY, PEGGY'S OFC. - DAY (1970)

Steve enters a darkened office.    A glass wall separates it
from another bullpen.

Then he sees something on the desk. He stares, stunned, at
two photos: one features PEGGY CARTER STANDING WITH JFK.

THE OTHER IS OF SKINNY STEVE.

Steve turns the desk nameplate around: "MARGARET CARTER."

Steve realizes that even twenty-five years later, Peggy never
forgot about him.

Just then, THE BULLPEN DOOR FLIES OPEN. LIGHTS SNAP ON,
revealing PEGGY CARTER (49), talking to someone in the hall.

                    PEGGY CARTER
          So, send them in.
                                                        98


                    MALE AGENT
          They're trying, ma'am, but
          Braddock's unit has been stopped by
          lightning strikes.

                    PEGGY CARTER
          Oh, for the love of- I'll find the
          weather projections. You call
          Braddock and tell him to shelter in
          place. Assuming he's bright enough
          to come out of the rain.

                    MALE AGENT (O.S.)
          Yes, ma'am.

Steve stares at her from the darkness, STUNNED.

Peggy rifles through a file cabinet.

                    PEGGY CARTER
          Here we are...

She flips through a file, reading. In the darkness behind
her, Steve approaches. Peggy reads something disturbing.

                     PEGGY CARTER (CONT'D)
          Crikey O'Reilly.
              (calling out)
          Sergeant? Hang up and call Air
          Command. Braddock needs back up,
          immediately.

                    MALE AGENT
          Ma'am?

                    PEGGY CARTER
          Those aren't lightning strikes he's
          looking at...

She slaps the file closed and hurries out.

Steve stares after her a long moment.


EXT. CAMP LEHIGH - DAY (1970)

Howard and Tony approach a WAITING LIMO.

                    TONY
          Got any names, yet?

                    HOWARD STARK
          If it's a boy, my wife likes
          Elmonzo.
                                     99


          TONY
You might let that stew a while.
You've got time.

          HOWARD STARK
What are you, couple years older
than me?

           TONY
Yeah.   I guess.

          HOWARD STARK
Let me ask you a question. When
your kid was born...were you
nervous?

             TONY
Wildly.

          HOWARD STARK
Did you feel qualified? Like you
had any idea how to successfully
operate that thing?

          TONY
I pieced it together as I went
along. I thought about what my dad
did...

          HOWARD STARK
My old man never met a problem he
couldn't solve with a belt.

          TONY
I tried to hold onto the good
stuff. Dad dropped the odd pearl,
here and there.

             HOWARD STARK
Like what?

          TONY
"No amount of money ever bought a
second of time."

          HOWARD STARK
That's good. Smart guy.

          TONY
He did his best.
                                                         100


                    HOWARD STARK
          I tell you, this kid's not even
          here yet, but there's nothing I
          wouldn't do for him.

Tony takes this in, GRATIFIED.   Just then...EDWIN JARVIS (56)
opens the limo door.

                    HOWARD STARK (CONT'D)
          Besides, if I fall down on the
          fathering job, old Jarvis is ready
          to pick up the slack. Isn't that
          right?

                    EDWIN JARVIS
          Indeed, sir. I shall endeavor to
          teach the lad the rudiments of
          judo.

Tony smiles at his old friend. As Jarvis gets in the car,
Tony notices...STEVE WAITING BEHIND A JEEP. TIME TO GO.

Howard turns to shake Tony's hand.

                    HOWARD STARK
          Well, good to meet you, Potts.

                    TONY
          You're going to do fine, Howard.

                     HOWARD STARK
          Thanks.   See you around?

                    TONY
          Count on it...

As he gets into his car, Howard looks to Jarvis.

                    HOWARD STARK
          Have we met him before?

                    EDWIN JARVIS
          We've met a lot of people, sir.

                     HOWARD STARK
          Seems very familiar.
              (beat)
          Weird beard.


EXT. SANCTUARY 2 - SPACE

The Sanctuary-2 cruises ominously through space.
                                                            101


INT. SANCTUARY-2, PRISON CELL - DAY

WHACK! NEBULA GOES TUMBLING ACROSS THE FLOOR. She gets to
her knees, looking up at...BAD NEBULA, GLARING DOWN AT HER.

                    BAD NEBULA
          You're weak.

                      NEBULA
          I'm you-

                      BAD NEBULA
          Shut up!

BAD NEBULA PUNCHES GOOD NEBULA DOWN. GOOD NEBULA GROANS AS
BAD NEBULA RIPS OFF HER TIME-SPACE GPS.

THEN GAMORA ENTERS.   Nebula softens, taking in her (once
dead) sister.

                     NEBULA
          You could stop this. You know you
          want to.
              (off Gamora's look)
          Did you see what happens in the
          future? Thanos finds the Soul
          Stone.

MOVE IN ON GAMORA, WHEELS TURNING...

                    NEBULA (CONT'D)
          You want to know how he does that?
          You want to know what he does to
          you-

                      BAD NEBULA
          ENOUGH!

BAD NEBULA SMACKS HER THE HARDEST YET, THEN LEANS IN WITH A
JAGGED INSTRUMENT OF TORTURE.

                    BAD NEBULA (CONT'D)
          You disgust me...but that doesn't
          mean you're useless.

SHE PRIES OFF THE ORANGE PANEL FROM GOOD NEBULA'S HEAD.

Gamora takes in this new development...


INT. SANCTUARY-2, THRONE ROOM - DAY

Bad Nebula enters to find Thanos on his throne.   She hands
him Good Nebula's TIME-SPACE GPS. He smiles.
                                                          102


Bad Nebula affixes Good Nebula's orange panel onto her head.

                    BAD NEBULA
          How do I look?


EXT. BENATAR - SPACE

THE BENATAR approaches Vormir.

TITLE: VORMIR, 2014


INT. BENATAR, FLIGHT DECK - SPACE

NATASHA and CLINT stand on the flight deck, staring at THE
MAJESTIC, PURPLE PLANET.

                    CLINT BARTON
          Under different circumstances, this
          would be totally awesome.


EXT. VORMIR - DAY

Clint and Natasha eye THE BENATAR resting on a sand dune.
Clint fires a Pym Particle.

WHOOSH, THE ENTIRE SHIP DISAPPEARS.    CLINT lifts THE SHRUNKEN
BENATAR and tucks it in his pocket.

CLINT AND NATASHA TREK ACROSS THE DUNES OF VORMIR,
TOWARD...THE MOUNTAIN.


EXT. VORMIR, MIDWAY UP THE MOUNTAIN - DAY

Natasha and Clint climb, ragged.    They approach AN ARCHWAY.

                    CLINT BARTON
          Really starting to regret my choice
          here.

                    NATASHA
          Yeah. I'm gonna bet the raccoon
          didn't have to climb a mountain.

                     CLINT BARTON
          I don't think technically he's a
          raccoon...

                       NATASHA
          Whatever.     He eats garbage-
                                                             103


THEY HEAR SOMETHING.    THEY WHIRL, WEAPONS UP.   A HOODED
FIGURE APPROACHES.

                    HOODED FIGURE
          I assure you, you have nothing to
          fear from me.

                       CLINT BARTON
          Creepy.

                    HOODED FIGURE
          Welcome Natasha, daughter of Ivan.
          Clint, son of Edith.

                       CLINT BARTON
          Creepier.

                    NATASHA
          Who are you?

                    RED SKULL
          Consider me a guide. To you, and
          to all who seek the Soul Stone.

                    NATASHA
          Great. You show us where it is,
          and we'll be on our way.

The figure removes his hood, revealing...THE RED SKULL.

                    RED SKULL
          Oh, liebchen. If only it were that
          easy...


EXT. VORMIR, MOUNTAIN TOP - DAY

START ON JAGGED ROCKS. TILT UP TO SEE SKULL, NATASHA, and
CLINT staring down from the ALTAR.

                    RED SKULL
          What you seek lies in front of you.
          As does what you fear.

                    NATASHA
          The Stone is down there?

                     RED SKULL
          For one of you. For the other...
              (smiling it away)
          The Stone demands a sacrifice. In
          order to take it, you must leave
          behind that which you love.
                                                            104


SKULL POINTS A BONY FINGER DOWN THE WELL.

                    RED SKULL (CONT'D)
          A soul for a soul.

Natasha and Clint stare down the well, stunned.

                                                   TIME CUT:

RED SKULL STARES DOWN THE WELL, robes whipping in the wind.

                    CLINT BARTON (O.S.)
          Maybe he's full of shit.

FIFTY FEET AWAY, AT THE MONOLITHS, NATASHA AND CLINT HUDDLE.

                    NATASHA
          I don't think so.

                    CLINT BARTON
          Why, because he knew your daddy's
          name?

                     NATASHA
          I didn't.
              (off his look)
          Thanos left here with the stone,
          and without his daughter. You
          really think that's a coincidence?

They both look out at the well, heavy.

                     NATASHA (CONT'D)
              (under her breath)
          Whatever it takes...

                     CLINT BARTON
              (under his breath)
          Whatever it takes...

Natasha goes to Clint, resolved.

                    NATASHA
          If we don't get the stone, billions
          of people are going to stay dead.

                     CLINT BARTON
          Then I guess we both know who it
          has to be.

                     NATASHA
          Yeah.   Guess we do.

They take each other's hand.     A long goodbye beat.   Except...
                                                         105


                    CLINT BARTON
          I'm starting to think we don't mean
          the same person.

                    NATASHA
          For the last five years, I've been
          trying to do one thing -- get to
          right here. This is all it's been
          about. Bringing everybody back.

                    CLINT BARTON
          Do not get all decent on me-

                    NATASHA
          You think I want to do it? I'm
          trying to save your life, you idiot-

                     CLINT BARTON
          And I don't want you to.
              (beat)
          Nat. You know what I've done.
          What I am now. Your life's worth
          ten of mine-

                    NATASHA
          I don't judge people by their worst
          mistakes-

                    CLINT BARTON
          Maybe you should-

                    NATASHA
          You didn't.
          ---
That stops him.   He looks in her eyes, then down, giving in.

                    CLINT BARTON
          You're a pain in my ass, you know
          that?

She relaxes for the briefest moment.   Just then, CLINT SWEEPS
OUT HER LEGS, PINNING HER DOWN.

                    CLINT BARTON (CONT'D)
          Tell my family I love them.

SHE REVERSES, SENDING HIM TUMBLING.

                    NATASHA
          Tell them yourself.

SHE FIRES A WIDOW'S BITE INTO HIS CHEST AND MAKES A BREAK FOR
THE CLIFF. SHE'S HALFWAY THERE WHEN...
                                                         106


BOOM!   AN EXPLODING ARROW KNOCKS HER OFF HER FEET.

Clint races past her...leaping off edge of the cliff.   Just
as he falls...

NATASHA TACKLES HIM IN MID-AIR. They drop, but NATASHA
SHOOTS HER GRAPPLING LINE INTO THE CLIFF.

THEY SLAM INTO THE CLIFFSIDE. She attaches the other end of
her grappling line to Clint's belt...saving his life.

She slides, but he reaches out and grabs her...saving hers.

                        CLINT BARTON
           Damn you.

They hang there a long, terrible moment. CLINT'S GRASP
STARTS TO LOOSEN. Finally, she looks him in the eye.

                        NATASHA
           Let me go.

                      CLINT BARTON
           No.   Please no...

The two friends stare at each other, a lifetime between them.

                     NATASHA
           It's okay...

                     CLINT BARTON
           Natasha, no-

Then Natasha Romanoff kicks off the cliff wall, yanking out
of Clint's grasp.

She falls...

Clint dangles from the grappling hook, staring down,
helpless, stifling his scream.

WHOOSH!   THE WHOLE WORLD GOES WHITE.


EXT. VORMIR, BOTTOM OF THE MOUNTAIN - DAY

When the light fades, CLINT LIES FLOATING IN SPACE. The
camera rotates until we see...IT'S A REFLECTION OF THE SKY.

CLINT LIES IN THE POOL AT THE BASE OF THE MOUNTAIN. He sits
up and opens his hand to see THE SOUL STONE. His eyes well.
                                                           107


INT. AVENGERS COMPOUND, HANGAR - DAY

THE PENCIL FINALLY CLATTERS TO A STOP AS... WHOOSH, CLINT
GROWS INTO THE PRESENT ALONGSIDE THE OTHERS:

SMART HULK HOLDS THE EYE OF AGAMOTTO, SCOTT HAS THE SCEPTER,
RHODEY THE ORB, ROCKET & THOR THE EXTRACTION DEVICE, AND TONY
& STEVE THE TESSERACT. NEBULA RETRACTS HER TIME SUIT.

Everyone looks around, exhausted.       Amazed.

                    RHODEY
          Are you telling me that actually
          worked?

                    SMART HULK
          Did we get them all?

CLINT DROPS TO HIS KNEES.        Steve turns, concerned.

                     STEVE
          Clint?   Are you okay?

Clint stares, haunted.      SMART HULK realizes...

                     SMART HULK
          Where's Nat?
              (everyone stares)
          WHERE'S NAT?!

Clint looks up at them, eyes glassy.


EXT. AVENGERS COMPOUND, RIVER - DAWN

SMART HULK, eyes red, stands beside a bench on the dock.
Behind him, STEVE, TONY, THOR, AND CLINT STARE OUT, GRIEVING.

                    TONY
          Do we know if she had family?

                         STEVE
          Yeah.    Us.

Thor turns, thrown.

                    THOR
          Why are you doing that?

                    TONY
          I'm just asking a question-
                                                         108


                    THOR
          Why are we talking as if she's
          dead? We have the stones. Bring
          her back. C'mon, stop this shit.

Clint squeezes away tears.

                    CLINT BARTON
          We can't get her back.

                    THOR
          What's he talking about?   Of
          course, we can.

                    CLINT BARTON
          It can't be undone. That's why.

                    THOR
          No offense, but you're...a very
          earthly being. We're talking about
          space magic, here. "Can't" seems a
          little definitive, don't you think?

                    CLINT BARTON
          Well, I know I'm a little outside
          my pay grade here, but, she still
          isn't here, is she?

                    THOR
          That's my point-

                     CLINT BARTON
          It can't be undone. At least
          that's what the red, floating guy
          said. But why don't you go talk to
          him, okay? Why don't you grab your
          hammer and fly to that place and
          talk to him. IT CAN'T BE UNDONE.
              (beat)
          It was supposed to be me. She
          sacrificed her life for that
          goddamn stone. She bet her life on
          it.

That lands heavily on all of them.   A moment passes.

THEN SMART HULK HURLS THE BENCH INTO THE WATER.   It skips
across the surface like a stone.

                    SMART HULK
          She's not coming back. We have to
          make it worth it. We have to.
                                                          109


                     STEVE
          We will.

PULL BACK, LEAVING OUR MOURNERS IN TABLEAU...


INT. AVENGERS COMPOUND, WORKSHOP - DAY

ALL SIX INFINITY STONES rest behind safety glass. SOON,
ROBOTIC ARMS ENTER FRAME, PLUCKING UP THE POWER STONE.

TONY operates the arms as ROCKET and SMART HULK watch.

The robot arms swing the stone over to...A NEW IRON MAN
GAUNTLET. NANO-TECH SHIFTS AND SLIDES, HOLDING IT IN PLACE.

Smart Hulk releases a deep breath.

                                                  TIME CUT:

THE COMPLETED GAUNTLET sits in a cradle, SIX INFINITY STONES
EMBEDDED IN THE BACK. Pull back to find...

SCOTT, THOR, CLINT, RHODEY, and STEVE watching TONY AND
ROCKET FINE TUNE THE GLOVE.

                    ROCKET
          All right. The glove's ready.
          Question is, who's gonna snap their
          freaking fingers?

Everyone stares a beat.    Then, THOR REACHES FOR THE GAUNTLET.

                    THOR
          I'll do it.

                    TONY
          Whoa, whoa, what are you doing-

                    STEVE
          Thor, we haven't decided who's
          putting that on.

                    THOR
          Oh. Were all of you just waiting
          for the right opportunity?

                    ROCKET
          Maybe I was getting around to it-

                    SCOTT LANG
          We should at least discuss it-
                                                          110


                    THOR
          Staring at the thing isn't going to
          bring everybody back, is it? Look,
          I'm the strongest Avenger. It's my
          responsibility. Fate wills it so.

                    TONY
          Hold on, hold on-

                    THOR
          Stop it! Let me do this. Let me
          do something good. Something right-

                    TONY
          That thing is channeling enough
          energy to light up a continent.
          You're in no condition-

                    THOR
          What do you think is coursing
          through my veins right now?

                    RHODEY
          Cheez Whiz?

                       THOR
          Lightning.

Smart Hulk steps toward the Gauntlet.

                     SMART HULK
          Lightning won't help you, pal.
          It's gotta be me.
              (approaching)
          You saw what those stones did to
          Thanos. They almost killed ---
                                      him.
          None of you could survive.

                    STEVE
          And how do we know you can?

                     SMART HULK
          We don't. But the radiation's
          mostly gamma.
              (beat)
          It's like I was made for this...


INT. AVENGERS COMPOUND, HANGAR - DAY

THE QUANTUM TUNNEL LIES IN DARKNESS.    Then, clack, the lights
come on, revealing...

NEBULA, STARING UP AT THE WAITING MACHINE.
                                                          111


INT. AVENGERS COMPOUND, WORKSHOP - DAY

SMART HULK STUDIES THE GAUNTLET.   The moment of truth.

                    TONY
          Good to go?

                    SMART HULK
          Let's do it.

                    TONY
          Okay, remember, everyone Thanos
          snapped away five years ago, you're
          just bringing them back...to today.
          Don't change anything from the last
          five years. Got it?

                    SMART HULK
          Got it.

PAN AROUND as the Avengers ready themselves:

STEVE steps forward, shield on his arm.   SCOTT deploys his
helmet. RHODEY readies his repulsors.

ROCKET covers his raccoon junk and hides behind THOR. TONY
armors up, then nanos a shield to protect CLINT beside him.

                    TONY
          Friday, why don't you go ahead and
          activate Barn Door Protocol?

STEEL DOORS SLIDE SHUT ALL AROUND THE WORKSHOP.

FINALLY, SMART HULK HOLDS UP THE GAUNTLET.

                     SMART HULK
              (under his breath)
          Everybody's coming home...

HE SLOWLY SLIPS HIS HAND IN THE GLOVE. SUDDENLY, HE SPASMS,
TAKING IN THE POWER AS THANOS DID IN ML1. HE STRUGGLES.

                    THOR
          What's happening?   Take it off,
          take if off!

                    STEVE
          Bruce, you okay?

                    TONY
          Talk to me, Banner.
                                                         112


                    SMART HULK
          I'm...okay...

THEN SMART HULK REACHES OUT HIS HAND...AND SNAPS HIS FINGERS.

CRAAAACK! THE STONES FLARE. A BRIGHT SURGE OF ENERGY RACES
UP SMART HULK'S ARM. HE ROARS AS HIS EYES BLAZE GREEN.

A BLAST WHITES OUT THE SCREEN.


INT. AVENGERS COMPOUND, HANGAR - DAY

NEBULA studies THE QUANTUM CONSOLE. She takes off her glove,
revealing A PERFECTLY INTACT ARM. THIS IS BAD NEBULA.

SHE OPENS A PANEL IN HER ARM, SNAKES OUT A CABLE...AND JACKS
INTO THE CONSOLE. THE QUANTUM TUNNEL boots up.

AS SHE HURRIES AWAY...


EXT. AVENGERS COMPOUND - DAY

FROM HIGH OVERHEAD, WE SEE THE TIME ENERGY SIGNATURE SHOOT
FROM THE HANGAR. AN OMINOUS RIPPLE WARPS ACROSS THE SKY...


INT. AVENGERS COMPOUND, WORKSHOP - DAY

WHOOSH! EVERYTHING COMES BACK INTO VIEW.    THE GAUNTLET FALLS
OFF, ROLLING ACROSS THE FLOOR.

SMART HULK COLLAPSES, ARM WITHERED, SIDE BURNT BLACK.
EVERYONE RUSHES OVER. Steve checks Smart Hulk's pulse.

                    STEVE
          Bruce!

                    TONY
          Don't move him!

Then THE BLAST DOORS OPEN, revealing the sound of...CHIRPING.
SCOTT walks toward the courtyard.

Smart Hulk's eyes clear.    He grasps Steve's arm.

                    SMART HULK
          Did it work?

They pause, as if it only just now occurred to them.

JUST THEN...A CELL PHONE BUZZES.
                                                                113


A STUNNED CLINT TURNS AND APPROACHES HIS PHONE. On the home
screen, we see A PHOTO OF HIS WIFE: "LAURA CALLING."

CLINT FINALLY PUTS THE PHONE TO HIS EAR.

                       CLINT BARTON
           Honey?

AT THE WINDOW, SCOTT STARES AT A BIRD FEEDER.      DOZENS OF
CARDINALS AND FINCHES NIBBLE ON THE SEED.

                     SCOTT LANG
           Guys, I think it-

BOOM!   THE BUILDING EXPLODES.    DEBRIS SWALLOWS THE CAMERA.


EXT. AVENGERS COMPOUND - DAY

A MUSHROOM CLOUD BILLOWS OVER AVENGERS COMPOUND.


EXT. AVENGERS COMPOUND, CRATER - DAY

Nothing moves. The smoke clears, revealing...A BOMBED OUT
CRATER A MILE WIDE. Avengers Compound has been destroyed.

Then the light changes...AND THE SANCTUARY-2 parts the
clouds. It hovers over the ruins like a vulture.

AN ENERGY BEAM drops to the ground, releasing...

THANOS, FLANKED BY A SQUAD OF OUTRIDERS. The Mad Titan looks
around at the devastation he has wrought.

                       THANOS (INTO COM)
           Daughter?

                     BAD NEBULA (OVER COM)
           Yes, father...

OUT OF THE SMOKE WALKS "BAD" NEBULA.       Bruised and dirty.

                     THANOS
           So this is the future.     Well done.

She tears off THE ORANGE HEAD-PLATE.

                     BAD NEBULA
           Thank you, Father. They suspected
           nothing.

                     THANOS
           The arrogant never do.
                                                           114


Thanos takes off his helmet, staring up at the crater's edge.

                   THANOS (CONT'D)
          Go. Find the stones. Bring them
          to me.

                    BAD NEBULA
          What will you do?

                       THANOS
          Wait.


INT. UNDERGROUND GARAGE, RUINS - DAY

THE UNDERGROUND GARAGE LIES HALF-COLLAPSED.

SMART HULK GRITS HIS TEETH, HOLDING UP THE CEILING WITH ONE
GOOD ARM, HIS OTHER ARM BURNED AND LIFELESS. BELOW...

RHODEY LIES IN THE RUBBLE, WAR MACHINE SUIT SPARKING.

                      RHODEY
          Canopy!    Canopy!

Rhodey's suit RATCHETS OPEN. HE HAULS HIMSELF FREE to
see...ROCKET TRAPPED UNDER RUBBLE. AS HE CRAWLS TO HIM...

THE CEILING RUMBLES.    SMART HULK WAVERS, MUSCLES QUIVERING.

                    RHODEY (INTO COM) (CONT'D)
          Mayday! Tony. Cap. Does anybody
          hear me?!

HE FINALLY REACHES ROCKET.      Rocket wheezes, in pain.

                       RHODEY (CONT'D)
          Hang on!

RHODEY WEDGES A PIECE OF REBAR INTO THE DEBRIS. HE HEAVES,
finally managing to lever it off of Rocket. THEN...

THE CRACKED CEILING GIVES WAY. A MILLION GALLONS OF RIVER
WATER RUSH IN. RHODEY TRIES TO KEEP HIS HEAD ABOVE WATER.

                      RHODEY (INTO COM) (CONT'D)
          Mayday!    Mayday! We are taking on
          water!


INT. TOOL SHOP, RUINS - DAY

CLOSE ON SCOTT LANG lying on a SILVER, METAL FLOOR.
                                                          115


                     RHODEY (OVER COM)
           ...anyone...Mayday...Mayday-

Scott groans, coming to.

                     SCOTT LANG
           Wait, what...?

REVEAL, TINY SCOTT LYING IN THE RUINS OF THE ARMORY...ON THE
IRON PATRIOT HELMET.

                     ROCKET (OVER COM)
           Tell `em to...hurry...asses up-

                     RHODEY (OVER COM)
           ...trapped...drowning...no time...

Scott jumps to his feet.

                       SCOTT LANG (INTO COM)
           No!    Wait, I'm here!

Scott spots WATER TRICKLING THROUGH THE CRACKED FLOOR.


INT. ACCESS TUNNEL - DAY

WATER DRIPS FROM A HOLE IN THE ROOF OF AN ACCESS
TUNNEL...ONTO CLINT BARTON, LYING FACEDOWN. He groans.

He opens his hand to find HIS CELLPHONE: HIS WIFE SMILES ON
THE SCREEN. "LAURA, ONE MISSED CALL." Clint stares, amazed.

He winces, finding he's been lying atop...THE GAUNTLET.   It's
bashed out of shape, BUT ALL SIX STONES STILL GLEAM.

                      CLINT BARTON (INTO COM)
           Cap?   Stark? Anyone?

STATIC.   Then, he hears...A SCRAPING SOUND, TALONS ON CEMENT.

He peers down a darkened tunnel, then unshoulders his bow.
HE LOOSES A FLARE ARROW, revealing...

DOZENS OF OUTRIDERS SCRABBLING ALONG THE WALLS AND CEILING.
CLINT GRABS THE GAUNTLET AND RUNS. THE CREATURES GIVE CHASE.


INT./EXT. AVENGERS COMPOUND, LAB, RUINS - DAY

FIRES SMOULDER BENEATH THE COLLAPSED CEILING. MOVE THROUGH
SMOKE TO FIND...STEVE, out cold. SOMEONE SHAKES HIM.

He wakes to see TONY, HOLDING HIS SHIELD.
                                                          116


                    TONY
          You lose this again, I'm keeping
          it.

                    STEVE
          What happened?

                    TONY
          Told you. We messed with time.
          Time messed back.

Woozy, Steve follows Tony through the ruins of the lab.

                    STEVE
          Where are the others?

                    TONY
          I read life signs, maybe 800 feet
          down, but it's hard to tell.

They reach the edge of the crater where THOR LOOKS DOWN
AT...THANOS. Sitting on a rock. Waiting.

                    TONY (CONT'D)
          What's he been doing?

                    THOR
          Absolutely nothing.

The three of them stare a long moment. Then, as if sensing
them, Thanos turns his head...AND LOOKS THEIR WAY.

                    STEVE
          Son of a bitch.

                     TONY
          Yeah.

                    STEVE
          Where are the stones?

                    TONY
          Somewhere under all of this. All I
          know is...he doesn't have `em.

                    STEVE
          So we keep it that way.

That lands.   This is their chance.

                    THOR
          You know it's a trap.

TONY DEPLOYS HIS ARMOR.
                                                           117


                     TONY
           Don't think I care.

                     THOR
           Just so we're all in agreement.

Thor holds out his hand: MJOLNIR FLIES INTO IT. He holds out
his other hand: STORMBREAKER SLAPS INTO HIS PALM.

CRACK!   LIGHTNING STRIKES AS HE'S COVERED IN CAPE AND ARMOR.

                     THOR (CONT'D)
           Let's kill him properly this time.

STEVE TIGHTENS HIS SHIELD, LEADING THEM INTO THE CRATER...


EXT. AVENGERS COMPOUND, CRATER - DAY

Thanos sits on his rock, contemplative.

                     THANOS
           You could not live with your own
           failure. And where did that bring
           you? Right back to me.

TONY APPROACHES, WARY, AS IF SNEAKING UP ON A RABID DOG.
STEVE AND THOR FAN OUT ON EITHER SIDE.

                      THANOS (CONT'D)
           I thought by eliminating half of
           life, the other half would thrive.
           But you've shown me that's
           impossible.
               (beat)
           Life clings to the past with bloody
           fingernails. As long as there are
           those who remember what was, there
           will be those unable to accept what
           can be. They will resist.

                      TONY
           Yep.   We're all kinds of stubborn.

                     THANOS
           I'm thankful. Because now I know
           what I must do.

Thanos reaches for his helmet.

                     THANOS (CONT'D)
           I will shred this universe down to
           its last atom.
                     (MORE)
                                                          118

                    THANOS (CONT'D)
          And then, with the stones you've
          collected for me, create a new one,
          teeming with life that knows not
          what it has lost, but only what it
          has been given. A grateful
          universe.

                    STEVE
          Born out of blood.

Thanos studies Steve as if seeing him for the first time.

                    THANOS
          They'll never know it.

THANOS DRAWS A BLADE OFF HIS BACK, TOWERING OVER THEM.

                    THANOS (CONT'D)
          Because you won't be alive to tell
          them.

Tony glances over at Steve.    Ready?   Steve nods...

JUST AS THOR CHARGES THANOS. WHAM! ALL THREE AVENGERS
ATTACK, USING THEIR SKILLS IN CONCERT.

THANOS STUMBLES, ON HIS HEELS.   THE HEROES PUNISH HIM,
RELENTLESS.

PULL UP THROUGH THE HAZE, TO THE SANCTUARY-2...


INT. SANCTUARY-2, INTERROGATION CELL - DAY

NEBULA huddles alone in A PRISON CELL. After a beat...THE
DOORS RATCHET OPEN. She stares into the shadows.

                    NEBULA
          What do you want?

GAMORA STEPS INTO THE CELL.    THE TWO SISTERS FROM DIFFERENT
ERAS STARE AT EACH OTHER.

                    GAMORA
          In the future...what happens to you
          and me?

                    NEBULA
          I try to kill you. Several times.
          But, eventually...we become
          friends. We become sisters.

                    GAMORA
          That's hard to believe.
                                                          119


                    NEBULA
          A lot of things that happen will be
          hard to believe.

Gamora nearly smiles. She takes a long look at Nebula.
Finally...SHE HOLDS OUT HER HAND.

                      GAMORA
          Come on.    We can still stop him.

Nebula takes a deciding moment. Then SHE GRABS GAMORA'S
HAND. One sister pulls the other to her feet.


INT. UNDERGROUND GARAGE, RUINS - DAY

SMART HULK STRAINS AGAINST THE CEILING.   RHODEY HANGS ONTO A
PIPE AS THE WATER RISES.

                    SMART HULK
          Rhodey. Rocket. Get out of here.
          Save yourselves.

ROCKET SURFACES FROM BELOW, GASPING.

                    ROCKET
          No good. Couldn't even...find a
          hole...small enough to abandon you
          through.

Suddenly, Smart Hulk snarls in pain as THE CEILING DROPS A
FOOT. His legs buckle as he struggles against the weight.

Finally he sets his jaw...AND STRAIGHTENS HIS LEGS.

                      SMART HULK
          AAARRRGH!


EXT. AVENGERS COMPOUND, CRATER - CONTINUOUS

THE BUILDING RIGHTS ITSELF, LEVELING OUT.


INT. AVENGERS COMPOUND, RUINS - DAY

A RAGING RIVER ROARS THROUGH THE RUINS. AFTER A BEAT...SCOTT
LANG ZOOMS PAST, RIDING A PLASTIC BOTTLE CAP.

                      RHODEY (OVER COM)
          MAYDAY!    MAYDAY!

                      SCOTT LANG (INTO COM)
          HANG ON!    I'M COMING!
                                                          120


INT. ACCESS TUNNEL - DAY

SHRIEKING OUTRIDERS CHASE BARTON THROUGH THE TUNNELS.    CLINT
AFFIXES ARROW-CHARGES TO THE WALLS AS HE RUNS.

Just as the Outriders are about to overtake him, Clint hits a
button on his bow, DETONATING THE CHARGES...

BRINGING THE ROOF DOWN ON TOP OF THE OUTRIDERS.

Clint rolls, coming up directly underneath A VERTICAL SHAFT.

A cluster of Outriders escape the collapse, lunging for him.

Clint shoots a grappling arrow up the shaft, ascending...BUT
SO DO THE OUTRIDERS, skittering up the sides.

Clint draws his katana, slashing the aliens just as...


INT. ACCESS TUNNEL, UPPER CHAMBERS - CONTINUOUS

HE TUMBLES INTO THE UPPER CHAMBER. He gasps, safe.   Then he
looks up to see (BAD) NEBULA, LOOMING OVER HIM.

                     CLINT BARTON
          Oh, hey.   I know you.

She gently takes the Gauntlet.

                      BAD NEBULA (INTO COM)
          Father.    I have the stones.

                      CLINT BARTON
          What-

Clint tries to get up, but Nebula puts a boot in his chest
and A BLASTER TO HIS HEAD...

                      GAMORA (O.S.)
          Stop.

COVERING CLINT, BAD NEBULA TURNS TO SEE...GAMORA, GUN RAISED.

                    BAD NEBULA
          You're betraying us?

                      GAMORA
          Not you.

GOOD NEBULA steps from the shadows, hands raised, placating.
Bad Nebula stares at her future self.
                                                           121


                    NEBULA
          You don't have to do this.

                       BAD NEBULA
          I am this.

                     GAMORA
          No.   You're not.

Good Nebula takes a tiny step forward.   She taps her head.

                    NEBULA
          You've seen what we become-

                    GAMORA
          Sister, listen to her-

                     BAD NEBULA
          Shut up.   You're a traitor!

                    NEBULA
          You can change.

Bad Nebula struggles, her face a twisted grimace.

                    BAD NEBULA
          He won't let me.

BAD NEBULA FIRES AT GAMORA, JUST AS GOOD NEBULA DRAWS A GUN
AND SHOOTS HER DOWN. BAD NEBULA DROPS.

Good Nebula stares at her dead younger self, conflicted.

Clint picks up the gauntlet, very confused.

                    CLINT BARTON
          I'm not even gonna ask.


EXT. AVENGERS COMPOUND, CRATER - DAY

TONY'S HUD: TONY GLARES RIGHT AT US, AS...

THOR SMASHES HIS HAMMERS TOGETHER, HURLING LIGHTNING INTO THE
BACK OF THE IRON MAN SUIT.

TONY SENDS THE RESULTING OVERLOAD AT THANOS...BUT THANOS
PROPELLERS HIS BLADE, HOLDING BACK THE BLAST.

THOR USES STORMBREAKER TO BAT MJOLNIR AT THANOS...

THANOS SNATCHES TONY BY THE ANKLE AND USES HIM AS A SHIELD
AGAINST THE ONCOMING HAMMER. WHACK!
                                                           122


MJOLNIR PLOWS INTO THE DIRT.   TONY GOES TUMBLING, OUT COLD.

TONY'S HUD: FRIDAY TRIES TO REVIVE HIM.

                     FRIDAY (O.S.)
          Boss?   Wake up!


INT. UNDERGROUND GARAGE, RUINS - DAY

ROCKET, RHODEY, AND SMART HULK GULP AIR, INCHES FROM THE
CEILING, FACING THE END. RHODEY GLANCES OVER AT SMART HULK.

                    RHODEY
          See you on the other side, man.

They take a last breath, THEN THE WATER HITS THE CEILING.


EXT. AVENGERS COMPOUND, CRATER - DAY

Steve slashes at Thanos.   The Titan brutally bats him aside.

Thor attacks, but Thanos drives him through walls of debris.
THANOS SMASHES HIS FIST INTO THOR'S FACE, OVER AND OVER.

Thor calls for Stormbreaker, but Thanos intercepts it. He
presses the blade into Thor's chest, trying to drive it home.

Then, across the field...MJOLNIR RISES INTO THE AIR.

THANOS GRINS, ABOUT TO FINISH THOR OFF, WHEN...MJOLNIR FLIES
IN, KNOCKING THE AXE OUT OF HIS HAND.

Follow the hammer as it flies back to the only other man
worthy enough to wield it...STEVE ROGERS.

Half-conscious, THOR SEES STEVE HOLDING MJOLNIR.

                    THOR
          I...knew...it...

STEVE ATTACKS, CRACKING THANOS IN THE JAW.   THANOS TUMBLES.

BEFORE THE TITAN CAN GET UP, STEVE CALLS DOWN THE LIGHTNING
AND SENDS IT CRACKLING INTO THANOS' BODY.

Steve leaps, trying to finish Thanos off...BUT THANOS ROLLS
ASIDE, HEAD-BUTTING STEVE BACKWARDS.

THANOS GETS TO HIS FEET, A FAINT SMILE ON HIS FACE.

HE WHIPS OFF HIS HELMET AND ATTACKS STEVE WITH HIS BLADE.
BLOW AFTER BLOW. IT'S ALL STEVE CAN DO TO GET HIS SHIELD UP.
                                                          123


THANOS HACKS THE SHIELD TO PIECES, FINALLY KNOCKING STEVE
ACROSS THE FIELD.

Steve lies beaten, half a shield still attached to his arm.

                    THANOS
          In all my years of conquest...

Thanos looks out at the tiny human struggling to stand.

                    THANOS (CONT'D)
          Of violence and slaughter...it was
          never personal.

Thanos gestures behind him as A RUMBLE ECHOES.

THOUSANDS OF ALIENS RING THE LIP OF THE CRATER: THE BLACK
ORDER LEADS A PLATOON OF CHITAURI, SAKAARANS, AND OUTRIDERS.

                    THANOS (CONT'D)
          But I'll tell you now, the things
          I'm about to do to your stubborn,
          annoying, little planet...

Q-SHIPS, DROPSHIPS, NECROCRAFT, AND LEVIATHANS BUZZ ABOVE.

                    THANOS (CONT'D)
          I'm going to enjoy it. Very, very
          much.

Steve stares at Thanos and his army. And even in the face of
such overwhelming odds...he gets to his feet.

THANOS stares, almost sad, as Steve tightens the broken
shield on his arm...AND STARTS WALKING TOWARD HIM.

One man against thousands.   All alone.

But just then, Steve's COM CRACKLES. He strains to hear.
The com crackles again. We can make out A MUFFLED VOICE.

                    MUFFLED VOICE (ON COM)
          -ap-...-comin-...-ot-

Steve shakes his head, trying to clear it.    Slowly, SOUND
RETURNS...AND THE WORDS RING CLEAR:

                     SAM WILSON (O.S.)
          Cap.   On your left.

PULL BACK...TO SEE A PORTAL OPENING IN THE DISTANCE.   OUT OF
IT FLIES...SAM WILSON.
                                                           124


Steve watches Sam soar over the field, then turns AS EVEN
MORE PORTALS OPEN.

FROM ONE: DR. STRANGE, PETER QUILL, DRAX, MANTIS, PETER
PARKER...AND KRAGLIN AND THE RAVAGERS.

FROM ANOTHER: T'CHALLA, OKOYE, SHURI, M'BAKU, WANDA, BUCKY,
GROOT...AND THE WAKANDAN ARMY.

FROM A THIRD: VALKYRIE, KORG, MIEK...AND AN ASGARDIAN ARMY.

FROM A FOURTH: PEPPER POTTS (IN RESCUE ARMOR), HOPE VAN DYNE,
AND WONG LEADING A SQUAD OF SORCERERS.

THOR gets to his feet, calling Stormbreaker to his hand
as...TONY regains consciousness, staring out at the cavalry.

Wong and Strange quickly find each other.

                    DR. STRANGE
          Is that everyone?

                    WONG
          You wanted more?!

JUST THEN, THE GROUND SHAKES AND RUBBLE EXPLODES UPWARDS
AS...GIANT-MAN BURSTS FROM BELOW.

                    SCOTT LANG
          Top floor, everybody out!

HE OPENS HIS HUGE HAND, RELEASING ROCKET, SMART HULK, AND
RHODEY, NOW IN HIS COSMIC IRON PATRIOT ARMOR.

STEVE TAKES IN HIS REINFORCEMENTS, THEN STARES OUT AT THANOS.

PAN ACROSS OUR HEROES AS STEVE CALLS MJOLNIR TO HIS HAND.

                    STEVE
          Avengers...assemble.

THOR LETS LOOSE A BATTLE CRY AS HE CHARGES!   EVERYONE FOLLOWS
SUIT AS OUR HEROES FLOOD THE FIELD.

ACROSS THE WAY, THANOS SMILES AND POINTS HIS BLADE.

TWO MIGHTY ARMIES RACE TOWARD EACH OTHER UNTIL...CLASH!

GIANT-MAN SLUGS A LEVIATHAN IN THE JAW.

DRAX launches himself onto a CULL currently choking the life
out of KORG.
                                                             125


TONY blasts overhead.   RESCUE joins him.   Together, they
strafe the field.

STEVE and THOR fight together. Both hold out their hands.
Stormbreaker returns to Steve, Mjolnir to Thor, who frowns.

                     THOR
          No.   You take the little one.

Elsewhere, TONY BATTLES SEVERAL CULLS. One knocks him into
an Outrider, who's about to rip his armor off when...

THWIP. PETER PARKER webs the Outrider, yanking him into the
path of...GIANT-MAN'S FOOT. SQUISH.

Tony stares at Peter, emotional.   They retract their helmets.

                    PETER PARKER
          Mr. Stark. Holy cow, you would 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 weren't there, but Dr. Strange
          was, and he was like, "it's been
          five years, they need us." And he
          started doing that yellow sparkly
          thing he does-

But Tony just wraps his arms around him, smashing Peter's
face into his chest plate.

                    PETER PARKER (CONT'D)
             (muffled)
          Oh. This is nice.

ACROSS THE FIELD...QUILL flies, firing down on Sakaaran
soldiers. One leaps off an outcropping...

TACKLING QUILL INTO A WRECKED FUSELAGE, WHERE ANOTHER
SAKAARAN WAITS.

Quill drops one, but the other raises his weapon to strike.
THEN BLAM! The Sakaaran drops dead on top of Quill.

He pushes the body off to see...GAMORA, BLASTER STILL
SMOKING. Quill stares, amazed.

                     QUILL
          Gamora?

HE APPROACHES, OVERWHELMED, EMOTIONAL.
                                                        126


                    QUILL (CONT'D)
          I thought I lost you.

He tenderly strokes her face...and she knees him in the nuts.
Twice. He goes down, gasping.

                    QUILL (CONT'D)
          You missed the first time...then
          you got `em both the second time.

She stares down at him as...NEBULA JOINS HER.

                    GAMORA
          This is the one? Seriously?

                    NEBULA
          Your choices were him or a tree.

ACROSS THE FIELD...CLINT RUNS WITH THE GAUNTLET, PURSUED BY A
CHITAURI APE. Just before the ape tramples Clint...

SAM WILSON SWOOPS IN, CUTTING THE CREATURE DOWN.

Clint runs on.   The heroes confer over coms.

                    CLINT BARTON
          What do you want to do with this
          thing?

                    STEVE
          Get those stones as far away as
          possible!

                    SMART HULK
          No! We need to send them back
          where they came from.

                    TONY
          There's no way to send them back.
          Thanos destroyed our time machine.

                     SCOTT LANG
          Hold on!
              (shrinking to normal size)
          That wasn't our only time machine.

He clicks the KEYS TO LUIS' VAN. From a distance, we hear,
"LA CUCARACHA." Steve immediately gets it.

                     STEVE
          Does anyone see an ugly, brown van
          out there?

ABOVE, VALKYRIE SCANS THE FIELD FROM HER PEGASUS.
                                                          127


                    VALKYRIE
          Yeah. But you're not going to like
          where it's parked.

LUIS' VAN SITS SURROUNDED BY THOUSANDS OF ALIENS, DEEP BEHIND
ENEMY LINES.

STEVE SURVEYS THE FIELD: AN ARMY STANDS BETWEEN THEM AND THE
VAN, AIR AND GROUND CHOKED WITH ENEMIES.

                    TONY (INTO COM)
          Scott, how long do you need to get
          that thing working?

                    SCOTT LANG
          Uh, maybe ten minutes.

                    STEVE
          Get it started. We'll get the
          stones to you.

                    HOPE VAN DYNE
          We're on it, Cap.

SCOTT glances at her.   Cap?   THEY SHRINK DOWN AND FLY AWAY.

TONY FLIES UP TO DR. STRANGE, HOVERING.

                   TONY
          Doc. You said we win one in 14
          million. Is this how it goes down?

                    DR. STRANGE
          If I tell you what happens, it
          won't happen.

                    TONY
          You better be right.

Tony rockets away.   Strange coolly watches him go.

ACROSS THE FIELD...EBONY MAW RUSHES TO THANOS.

                    EBONY MAW
          Sire, the stones!

THANOS TURNS TO SEE...CLINT FIGHTING THROUGH THE HORDE,
CARRYING THE GAUNTLET.

A CULL HAMMERS CLINT, BUT THEN...T'CHALLA SLASHES THE CULL.

                    T'CHALLA
          Clint, give it to me.
                                                        128


CLINT HANDS THE GAUNTLET TO T'CHALLA, WHO TUCKS IT AND RUNS.

ACROSS THE FIELD...SCOTT AND HOPE FLY OVER A LONG PLATOON OF
CHITAURI, TOWARD LUIS' VAN.


INT./EXT LUIS' VAN - CONTINUOUS

They GROW TO NORMAL SIZE in the front seat. Out the
windshield, THANOS' HORDE CHARGES AT THEIR FRIENDS.

                     SCOTT LANG
              (digging around)
          Ignition's broken. I'll hotwire it-

                    HOPE VAN DYNE
          Wait, you know how to do that?

Scott splices wires.    Sparks fly.

                    SCOTT LANG
          I was in prison. I know how to do
          a lot of things.


EXT. AVENGERS COMPOUND, CRATER - DAY

T'CHALLA RACES THROUGH THE HORDE...BUT THEN THANOS KNOCKS HIM
OFF HIS FEET. THE GAUNTLET GOES TUMBLING.

AS THANOS MOVES IN ON T'CHALLA...ALL AROUND, WRECKAGE BEGINS
TO FLOAT. THANOS LOOKS UP TO SEE...

WANDA, HOVERING IN THE AIR, WAITING FOR HIM.

                    WANDA
          You took everything from me.

Thanos takes THE BLADE off his back.

                    THANOS
          I don't even know who you are.

                       WANDA
          You will.

WANDA UNLEASHES A STORM OF RED ENERGY, HURLING WRECKAGE AT
HIM. AS THANOS FIGHTS HIS WAY THROUGH IT...

T'CHALLA DIVES FOR THE FALLEN GAUNTLET. SUDDENLY...EBONY MAW
MANIPULATES THE EARTH, PULLING THE GAUNTLET TOWARD HIM.

T'CHALLA WRAPS HIMSELF AROUND THE GLOVE, GETTING DRAGGED.
                                                           129


                       PETER PARKER (O.S.)
          I GOT IT!

T'CHALLA TURNS TO SEE PETER WHIZZING PAST. HE HURLS THE
GAUNTLET...THWIP! Peter snatches it out of the air.

HE LANDS, ONLY TO FIND HIMSELF SURROUNDED BY OUTRIDERS.

                    PETER PARKER (CONT'D)
          Activate instant kill!

His robotic arms slash with expert precision.

ACROSS THE FIELD...WANDA LIFTS THANOS INTO THE AIR, RIPS HIS
ARMOR OFF IN PIECES, THEN SLAMS HIM BACK TO THE GROUND.

Thanos groans, outmatched.

                       THANOS (INTO COM)
          Rain fire.     Wipe them all out.

CORVUS GLAIVE FIGHTS GROOT.

                    CORVUS GLAIVE
          But, sire, our troops-

                    THANOS (INTO COM)
          Just do it!

HIGH ABOVE...THE SANCTUARY-2 DESCENDS, CANNONS OPENING UP.

BELOW...WANDA looks up, raising a force field just as...

THE SANCTUARY-2 FIRES DOWN WITH EVERYTHING IT HAS. SAKAARANS
AND JABARI ALIKE GO FLYING AS EVERY SQUARE INCH GETS HIT.

THE BARRAGE HAMMERS THE RIVERBANK.    CRACKS FORM.

PEPPER CUTS DOWN AN ALIEN, THEN SPOTS SOMETHING OFF SCREEN.

                    PEPPER POTTS (INTO COM)
          Um, is anyone else seeing this?

TONY, SMART HULK, AND GAMORA turn to see...WATER GUSHING AS
THE RIVERBANK THREATENS TO COLLAPSE. SUDDENLY...

STRANGE AND WONG CONJURE TWO HUGE RUNE SHIELDS TO SHORE UP
THE BANK. MORE WIZARDS JOIN, CREATING A HUGE "RUNE LEVEE."

THE SANCTUARY-2 MAINTAINS ITS BARRAGE.

ACROSS THE FIELD...STEVE spots PETER PARKER gradually being
overwhelmed by Outriders.
                                                         130


                    PETER PARKER
          I got this...I got this...I don't
          got this.

                    STEVE
          Hey, Queens! Heads up!

STEVE HURLS MJOLNIR OVER THE THRONG.   PETER WEBS ON...LETTING
THE HAMMER PULL HIM OUT OF DANGER.

A MORTAR BLAST KNOCKS HIM OUT OF THE SKY, BUT PEPPER POTTS
RESCUES HIM.

                    PEPPER POTTS
          Hang on, kid. I've got you.

She drags him above the fray, then tosses him to...VALKYRIE
FLYING PAST. PETER PERCHES ATOP PEGASUS.

                    PETER PARKER
          Hey, nice to meet you-aaaaarg!

VALKYRIE SPURS INTO HIGH GEAR, DODGING CANNON FIRE... BUT NOT
FAST ENOUGH. A BLAST KNOCKS PETER TO THE GROUND.

HE GASPS, COVERED IN DEBRIS, STILL CLUTCHING THE GAUNTLET.

ALL AROUND THE FIELD, THE RELENTLESS BARRAGE PINS DOWN OUR
HEROES. ALL HOPE IS LOST.

Rocket and Groot dive for cover.   Groot wraps his branches
around them both.

                    ROCKET
          At least we're going out together
          this time...

SUDDENLY, EVERYTHING GOES SILENT. ROCKET PEERS OUT FROM
COVER TO SEE...THE CANNONS SWIVELING UP TOWARD THE CLOUDS.

SAM WILSON flies overhead.

                    SAM WILSON
          What the hell is this?

TONY'S HUD: TONY FLIES OVERHEAD, SEARCHING UPWARD.

                    TONY
          Friday, what are they firing at?

                    FRIDAY (O.S.)
          Something just entered the upper
          atmosphere.
                                                           131


Rocket looks up at...A COMET HEADING STRAIGHT FOR EARTH.

                     GROOT
              (nervous)
          I am Groot.

Rocket grins, knowing what's coming.

                    ROCKET
          Just wait for it.

SUDDENLY, THE COMET VEERS...RIGHT TOWARD THE SHIP.

BOOM! THE COMET TEARS THROUGH THE SANCTUARY-2, RIGHT OUT THE
OTHER SIDE, REVEALING...CAROL DANVERS.

                      ROCKET (CONT'D)
          Oh, yeah!

CAROL GLOWS BRIGHTER AS SHE GOES BINARY, ROCKETING AGAIN
THROUGH THE HULL. BOOM! THE SHIP LISTS, ENGINES EXPLODING.

CAROL EYES THE BATTLEFIELD, EXHAUSTED, LIGHT FADING.

                    STEVE (OVER COM)
          Danvers! We're gonna need an
          assist down here!

                     CAROL DANVERS (INTO COM)
              (under ragged breath)
          Roger...Rogers...


INT. VAN - DAY

Scott twists wires on the Quantum Tunnel, hotwiring it.

                    SCOTT LANG (INTO COM)
          I'm almost there. Where's the
          glove?


EXT. CRATER - DAY

CAROL LANDS IN FRONT OF A DAZED PETER PARKER, WHO STILL HOLDS
THE GAUNTLET TIGHT. HE LOOKS UP, CONFUSED.

                      PETER PARKER
          Uh, hey.    I'm Peter Parker.

                    CAROL DANVERS
          Hey, Peter Parker. You got
          something for me?
                                                           132


Peter hands it over, staring out at the approaching horde.

                    PETER PARKER
          I don't know how you're gonna get
          it through all that-

                    WANDA (O.S.)
          Don't worry, kid...

Peter turns to see...

WANDA, OKOYE, GAMORA, NEBULA, VALKYRIE, HOPE, AND SHURI
WAITING. Wanda's hands begin to glow.

                    OKOYE
          She's got help.

Carol glances at PEPPER and MANTIS, then tucks the gauntlet
under her arm AND LEADS THEM OUT.

AT THE RIDGE...Thanos spots THE WOMEN OF MARVEL BLASTING
THROUGH HIS TROOPS. HE TRACKS THEIR PATH TO...THE VAN.

SCOTT KICKS THE REAR DOORS OPEN, EXPOSING THE QUANTUM TUNNEL.

                    SCOTT LANG
          Thirty seconds!

Thanos understands immediately.    HE GRABS PROXIMA'S SPEAR
FROM HER, AND STARTS RUNNING...

ACROSS THE FIELD...EBONY MAW SENDS WANDA TUMBLING, BUT SHURI
BLASTS HIM OUT OF THE SKY.

CULL OBSIDIAN HAMMERS VALKYRIE, BUT NEBULA TAKES HIM OUT.

CAROL KEEPS GOING, GAUNTLET TUCKED UNDER HER ARM, GETTING
CLOSER AND CLOSER TO...

THE VAN...WHERE THE QUANTUM TUNNEL BURSTS TO LIFE.

ACROSS THE FIELD...GROUNDED HEROES LOOK UP TO SEE CAROL NOW
JUST YARDS AWAY FROM THE GOAL.

SHE PUTS HER HEAD DOWN, FLYING FOR ALL SHE'S WORTH.   BUT JUST
AS SHE REACHES THE GAPING VAN DOORS...

THANOS THROWS THE SPEAR...

BOOM! THE VAN EXPLODES, SENDING SCOTT AND CAROL FLYING,
TAKING OUT SOME OF THE WIZARDS HOLDING BACK THE RIVER.

THANOS CATCHES PROXIMA'S RETURNING SPEAR.
                                                           133


TIME SLOWS AS...STEVE, THOR, AND TONY SPOT...THE GAUNTLET,
LYING UNGUARDED IN THE DIRT.

The problem is...SO DOES THANOS.

TIME RESUMES AS...THEY ALL SCRAMBLE FOR THE STONES. THEY
COLLIDE. THANOS SNATCHES UP THE GAUNTLET, KICKING THOR DOWN.

THANOS KNOCKS TONY ASIDE, THEN SQUEEZES THE CRUSHED GAUNTLET,
POPPING IT OPEN...JUST WIDE ENOUGH TO PUT HIS HAND INSIDE.

STEVE LUNGES, BUT THANOS THROTTLES HIM. FINALLY CLEAR,
THANOS SLIPS ON THE GAUNTLET. BUT BEFORE HE CAN SNAP...

CAROL ARRIVES. SHE GRABS THE GLOVE, PREVENTING HIM FROM
CLOSING HIS FIST. HE HEADBUTTS HER...BUT SHE DOESN'T MOVE.

CAROL PRESSES THANOS DOWN, BUT BEFORE HE FALLS...

THANOS PULLS THE POWER STONE FROM ITS HOUSING AND PUNCHES
CAROL, SENDING HER FLYING.

THE FIELD GOES QUIET.   NOW, NOTHING STANDS IN THANOS' WAY.

Tony gets to his knees, realizing...

The Avengers are going to lose.

ACROSS THE FIELD...WATER STARTS TO SPILL INTO THE CRATER.

STRANGE TRIES TO HOLD IT BACK...BUT IT'S A LOSING BATTLE.     He
looks to Tony...

Tony meets his eye. And in that moment, all Strange can do
is hold up a single finger. "One."

ACROSS THE FIELD...THANOS RETURNS THE POWER STONE TO THE
GAUNTLET. JUST AS THE ENERGY SURGES THROUGH HIM...

TONY LUNGES FOR THE GAUNTLET IN THANOS' HAND, NANO-CLAMPING
IT IN A VISE. THANOS KNOCKS HIM ASIDE.

HE LIFTS HIS HAND IN THE AIR, TRIUMPHANT.

                    THANOS
          I am...inevitable.

THANOS SNAPS HIS FINGERS. But nothing happens. Confused,
Thanos turns the glove over to find...THE STONES ARE GONE.

He looks to see...TONY, NANO-PARTICLES SLIDING AND SHIFTING,
FORMING A NEW GAUNTLET ON HIS OWN WRIST:
                                                           134


COMPLETE WITH SIX INFINITY STONES. POWER SURGES THROUGH
TONY, EXCRUCIATING, BUT HE STILL LIFTS HIS HAND...

                     TONY
           And I...am Iron Man.

SNAP!

WHOOSH.   THE TIDAL WAVE EVAPORATES INTO MIST.

ALL AROUND THE FIELD, SAKAARANS AND OUTRIDERS FOLD IN ON
THEMSELVES, ATOMS DISINTEGRATING.

THANOS LOOKS AROUND, WATCHING HIS TROOPS DISAPPEAR. SHIPS
VANISH FROM THE SKY. CULLS, CHITAURI, ALL BLOW AWAY...

LEAVING THANOS STANDING ALONE. AFTER A LONG MOMENT, HE SITS
DOWN ON A ROCK...AND ACCEPTS HIS FATE. He watches as...

HIS ATOMS DISSOLVE.   FINALLY, THANOS DISAPPEARS.

ACROSS THE FIELD, QUILL turns to GAMORA...BUT FINDS HER GONE.

                      QUILL
           Babe?   Gamora?

ACROSS THE FIELD...TONY STARK FALLS BACK AGAINST THE UPTURNED
ROOTS OF A TREE, ARMOR SMOKING, ARM WITHERED AND BLACKENED.

Dying.

RHODEY RUSHES TO HIM, BUT WITH ONE LOOK, HE KNOWS IT'S TOO
LATE. TONY EXHALES, ALMOST LETTING GO. Then...

PETER PARKER lands, kneeling, taking Tony's hand.

                      PETER PARKER
           Mr. Stark...Tony...it's okay, it's
           okay...Mr. Stark, we won. You did
           it, sir...

But Tony gazes past him. Rhodey puts his hand on Peter's
shoulder, guiding him away...

AS PEPPER ARRIVES.    She kneels, heartsick.

                     PEPPER POTTS
           Hey, Friday, what've we got?

                     FRIDAY (O.S.)
           Life functions critical.

Pepper stares into her husband's eyes...and knows.
                                                             135


                     PEPPER POTTS
          Tony, look at me. We're going to
          be okay...

He stares at her, tears welling.   I'm sorry.

She touches his face, then leans in to kiss him.

                    PEPPER POTTS (CONT'D)
          You can rest now.

When she pulls back, she sees his eyes, fixed and glassy.

Everything goes quiet. All around, OUR HEROES GATHER, the
full weight of what's happened dawning on them.

Tony Stark is gone.

                                              FADE TO BLACK.


EXT. HIGH SCHOOL NEW YORK CITY - NIGHT

PETER PARKER enters a hallway teeming with students.    He
searches the crowd, finally finding...NED LEEDS.

As they embrace...


EXT. SAN FRANCISCO - NIGHT

Fireworks explode over the skyline of San Francisco.

                    TONY (O.S.)
          Everybody wants a happy ending.
          But it doesn't always roll that
          way. Maybe this time.

On Cassie's porch, SCOTT watches with HOPE and CASSIE, all of
them grinning.


EXT. BARTON HOME, FRONT PORCH - DAY

TWO BIKES lean on the porch of THE BARTON FARM HOUSE. Then
the front door opens...and COOPER and LILA BARTON step out.

                    TONY (O.S.)
          I'm hoping if you play this back,
          it's in celebration.
                    (MORE)
                                                         136

                    TONY (O.S.) (CONT'D)
          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.

She looks up at...A QUINJET descending from the sky.


EXT. WAKANDA - SUNSET

ON THE PALACE BALCONY...T'CHALLA embraces his mother,
RAMONDA. Shuri turns from them to the magnificent sunset.

                    TONY (O.S.)
          God, what a world. Universe, now.
          If you'd told me ten years ago that
          we weren't alone, let alone to this
          extent, I probably wouldn't have
          been surprised. But come on...


EXT BARTON HOME - DAY

The Quinjet touches down. The rear jump door opens,
revealing CLINT. He stares at Lila and Cooper, overwhelmed.

                    TONY (O.S.)
          Who knew what epic forces of dark
          and light would come into play?
          For better or worse, that's the
          reality our children get to grow up
          in.

They throw themselves into his arms. He kisses their heads,
tears in his eyes. Finally, he looks up to see...

LAURA BARTON, beaming, tearful, holding THREE YEAR-OLD
NATHANIEL'S HAND. Clint gathers them all into a hug.


INT. STARK ECO-COMPOUND, LIVING ROOM - DAY

A HOLOGRAM of TONY STARK projects from an IRON MAN HELMET on
the table.

                    TONY (O.S.)
          That's why I thought I'd probably
          better record a little greeting, in
          the case of...an untimely death on my
          part.
                    (MORE)
                                                           137

                    TONY (O.S.) (CONT'D)
          I mean, death at any time is
          untimely, but...this "time travel"
          thing we're going to try to pull
          off tomorrow has me scratching my
          head about the "survivability" of
          it all. But that's the hero gig,
          right? Part of the journey is the
          end.

REVERSE to find PEPPER, MORGAN, HAPPY HOGAN, RHODEY, THOR,
STEVE, SMART HULK, and CLINT, all dressed in black, watching.

                    TONY (CONT'D)
          What am I even tripping for?
          Everything is going to work out
          exactly the way it's supposed to.

HOLO TONY seems to look out at the gathered heroes...and
Morgan in particular.

                    TONY (CONT'D)
          I love you 3000.

He switches off the camera, vanishing.

Tears streaming, Pepper kisses Morgan's forehead.


EXT. STARK ECO-COMPOUND, BACK STAIRS - DAY

PEPPER and MORGAN slowly descend the stairs, carrying an RT
RINGED WITH FLOWERS. The Avengers follow, somber.


EXT. STARK ECO-COMPOUND, LAKESIDE - DAY

PEPPER RESTS THE FLOWERS ON THE WATER.

CLOSE ON THE RT: "Proof That Tony Stark Has A Heart."

Pull back, past Morgan and HAPPY HOGAN...

PAST STEVE, SAM, RHODEY, AND WANDA...

PAST CLINT, LAURA, LILA, COOPER, and NATHANIEL...

PAST THOR AND SMART HULK...

PAST SCOTT, HOPE, HANK PYM, and JANET VAN DYNE...

PAST PETER PARKER and AUNT MAY...

PAST T'CHALLA, OKOYE, and SHURI,
                                                             138


PAST STRANGE and WONG...

PAST QUILL, NEBULA, GROOT, MANTIS, and ROCKET...

PAST BUCKY BARNES...

PAST SECRETARY ROSS and HARLEY KEENER...

PAST MARIA HILL, CAROL DANVERS, and, finally, NICK FURY.

THE MOURNERS MOVE TO THE EDGE OF THE LAKE.


EXT. STARK ECO-COMPOUND, LAKESIDE - DAY

LATER...CLINT looks out at the lake.     WANDA approaches.

                    CLINT BARTON
          I just wish there were some way I
          could let her know that we won.
          That we did it.

                       WANDA
          She knows.     They both do.

Clint puts his arm around her.    They stare out at the water.


EXT. STARK ECO-COMPOUND, PORCH/BACK STAIRS- DAY

ON THE PORCH, HAPPY HOGAN HOLDS MORGAN'S HAND.

                    HAPPY HOGAN
          How are you doing, squirt?     You
          hungry?

                       MORGAN STARK
          Uh, huh.

                    HAPPY HOGAN
          What do you want?

                    MORGAN STARK
          Cheeseburgers?

Happy takes a beat, choked up.    Like father like daughter.

                    HAPPY HOGAN
          Did you know your dad liked
          cheeseburgers?

                    MORGAN STARK
          No, I didn't know that.
                                                        139


                    HAPPY HOGAN
          I'm going to get you all the
          cheeseburgers you want.


EXT. NEW ASGARD, HILLSIDE - DAY

THOR and VALKYRIE look down on NEW ASGARD.

                    VALKYRIE
          So when can we expect you back?

                    THOR
          About that...

                    VALKYRIE
          Thor, your people need a king.

                    THOR
          They already have one. And she's a
          far better king than I could ever
          be.

                    VALKYRIE
          Are you serious?

                    THOR
          It's time to be who I am, rather
          than who I'm supposed to be. And a
          leader is who you are.

She processes this.   Does she want it?   She does.

                    VALKYRIE
          You know, I'd make a lot of changes
          around here.

                    THOR
          I'm counting on it, Your Majesty.

Emotional, Val finally SHAKES HIS HAND.

                    VALKYRIE
          What will you do?

                     THOR
          I'm not entirely sure. For the
          first time in a thousand years, I
          have no path.
              (beat)
          But I do have a ride.

REVEAL...THE BENATAR parked behind them, Rocket alongside.
                                                         140


                    ROCKET
          Move it or lose it, Hairbag.


INT. BENATAR - DAY

THOR drops his duffle bag on the deck of the Benatar.   QUILL,
MANTIS, DRAX, NEBULA, and ROCKET ready the engines.

                    THOR
          Home sweet home. Tree! Good to
          see you. The Asgardians of the
          Galaxy, together again.

He settles beside Quill, who holomaps their course.

                    THOR (CONT'D)
          All right, where first?

He swipes through images on the screen.

                    QUILL
          You know, I'm still in charge,
          here, right?

                       THOR
          Of course.     Of course...

Thor swipes the map again.

                    QUILL
          See, when you keep swiping my map,
          that sounds kind of like, "of
          course, I know you think you're
          still in charge-"

                    THOR
          Quail, that's your own insecurities
          bubbling up.

                    DRAX
          You should fight one another for
          the honor of leadership.

                    NEBULA
          Sounds fair.

                    QUILL
          That's not necessary...

                    ROCKET
          I've got some blasters right here.
          Unless you want to use knives.
                                                            141


                    MANTIS
          Oh, yes, please, use knives-

                    QUILL
          No one's using knives!

                    GROOT
          I am Groot!

Quill and Thor exchange nervous laughter.

                    THOR
          There'll be no knifing young Quail
          today. Everyone knows who's in
          charge.

A long awkward moment passes.

                      QUILL
          Me.
              (sotto, to Thor)
          Right?

Thor just smiles...


EXT. NEW ASGARD, HILLSIDE - DAY

The ship rises.   WHOOSH.     IT MAKES THE JUMP AND DISAPPEARS.


EXT. AVENGERS COMPOUND, RUINS - DAY

CONSTRUCTION CREWS REMOVE RUBBLE FROM AVENGERS COMPOUND.     A
COMMAND TENT stands in a clearing beside...

A NEW QUANTUM TUNNEL (3.0).

As STEVE, SAM, and BUCKY wait, SMART HULK makes last minute
adjustments. He finally opens A CASE:

THE SIX INFINITY STONES GLOW INSIDE.

                    SMART HULK
          Remember, you'll have to return the
          stones to the exact moment they
          were taken. Otherwise, we're still
          looking at a whole bunch of nasty
          alternate realities.

                    STEVE
          Got it. I'll clip all the
          branches.
                                                        142


Steve takes the case.

                     SMART HULK
          You know, I tried. When I had the
          gauntlet. I really tried to bring
          her back.
              (beat)
          I miss her.

                     STEVE
          Me, too.

                    SMART HULK
          You'd better get going.   We're
          almost ready for you.

Steve and Sam approach the platform.

                    SAM WILSON
          You look a little nervous going by
          yourself. Ask nicely, I'll go with
          you.

                    STEVE
          You're a good man, Sam.   But this
          one's on me.

When Steve reaches the platform, BUCKY stops him, pointed.

                    STEVE (CONT'D)
          Don't do anything stupid `til I get
          back, okay?

                    BUCKY BARNES
          How can I? You're taking all the
          stupid with you.

Steve grins.   Bucky gives him a long hug.

                    BUCKY BARNES (CONT'D)
          Gonna miss you, buddy.

                    STEVE
          It's going to be okay, Buck.

Steve picks up Mjolnir and takes his place on the platform.

SAM LOOKS TO SMART HULK AT THE CONSOLE.

                    SAM WILSON
          How long's this gonna take?
                                                        143


                      SMART HULK
           For him, as long as he needs. For
           us, five seconds.
               (calling out)
           Ready, Cap? You're good to go.
           Meet you right back here, okay?

Steve glances at Bucky as he answers.

                      STEVE
           You bet.

                     SMART HULK
           Going Quantum in three, two, one.

STEVE TAPS HIS CUFF AND SHRINKS TO NOTHING.

                     SMART HULK (CONT'D)
           Aaand, returning in five...
           four...three...two...one-

Silence.   Nothing happens.

                     SAM WILSON
           Where is he?

                     SMART HULK
           I don't know. He blew past our
           time stamp. He should be here.

                     SAM WILSON
           Get him back!

                     SMART HULK
           I'm trying.

                     SAM WILSON
           Get him the hell back-

                     SMART HULK
           I'M TRYING!

Just then...Bucky looks out to the water.

                      BUCKY BARNES
           Sam.

Sam turns...


EXT AVENGERS COMPOUND, RIVERBANK - CONTINUOUS

Work crews have cleared a space overlooking the river.
There, AN OLD MAN sits on a bench, staring out at the Hudson.
                                                           144


Move around him to find SAM watching from A FEW YARDS AWAY.

                      SAM WILSON
          Hey, Cap.

The man turns and we now see: STEVE ROGERS, age 112.

                      OLD STEVE
          Hi, Sam.

                    SAM WILSON
          Something go wrong...or something
          go right?

                     OLD STEVE
          I thought, after everything that's
          happened...maybe I should try out
          some of that life Tony always told
          me to get.

                    SAM WILSON
          How was it?

Steve looks at the river, 112 years of emotion in his face.

                    OLD STEVE
          It was beautiful.

                    SAM WILSON
          I'm happy for you. Really.

                      OLD STEVE
          Thanks.

                    SAM WILSON
          Only thing bumming me out is now I
          live in a world without Captain
          America.

Steve pulls up A CASE from beside him, giving it to Sam.

                    OLD STEVE
          That's kind of why I'm here.

Sam unzips it, revealing...A BRAND NEW SHIELD.

                    SAM WILSON
          Where did you even get this?

                     OLD STEVE
          I had a little time to travel.
              (beat)
          Try it on.
                                                             145


Sam hesitates. He glances back at Bucky, who nods.    Then Sam
picks up the shield...and puts it on.

                    OLD STEVE (CONT'D)
          How does it feel?

                    SAM WILSON
          Like it's someone else's.

                       OLD STEVE
          It isn't.

Sam tries to check his emotion.    He shakes Steve's hand.

                       SAM WILSON
          Thank you.     I'll try my best.

Steve rests his other hand on Sam's.

                    OLD STEVE
          That's why it's yours.

Sam smiles, noticing...STEVE'S TARNISHED WEDDING RING.

                    SAM WILSON
          You gonna tell me about her?

Steve smiles to himself at the end of a long, long life.

                     OLD STEVE
          Nope.   I don't think I will.

CUE MUSIC: "IT'S BEEN A LONG, LONG TIME," HARRY JAMES.


EXT. COLUMBIA HEIGHTS, WASHINGTON DC - DAY

A PACKARD rolls down a block of WASHINGTON D.C. ROW HOUSES.

TITLE: "WASHINGTON D.C., 1949."

Find a red house in the middle of the block. Move up the
steps to the front door...WHICH HANGS WIDE OPEN.


INT. RED HOUSE, COLUMBIA HEIGHTS, WASHINGTON DC - DAY

A TEA CUP LIES SHATTERED on the hardwood. We hear Harry
James. Move into the living room...past the record player...

TO WHERE STEVE DANCES WITH A WOMAN. They rock back and forth
barely moving. As they turn, we see...
                                                       146


PEGGY CARTER, tears streaming down her face. He steps on her
toe. She laughs. As they turn, we get a good look at...

Steve Rogers, eyes shut, finally getting the life he
deserves.

THE END.
              All rights reserved. Copyright © 2019 Marvel.
         No portion of this script may be performed, published,
       reproduced, sold or distributed by any means, or quoted or
      published in any medium, including any website, without the
prior written consent of Marvel Studios, Inc. Disposal of this script copy
            does alter any of the restrictions set forth above.

Avengers: Endgame



Writers :   Christopher Markus  Stephen McFeely
Genres :   Action  Adventure  Drama


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