—Present—

Carol woke up to the sound of gunshots being fired around her. She was still shaking from the blast that knocked her out. Her vision was still blurry, but she could see rays of green and purple in the distance.

After recovering a little, her vision went back to normal. Rocket and Nebula were defending the time device and Carol from the Chitauri soldiers that were trying to reach the device. Carol got up, shook off the pain, and shot a photon blast through multiple Chitauri soldiers bodies. Nebula and Rocket turned back to look at her.

"You're up early!" Rocket shouted, continuing to shoot down the soldiers.

"It was about time I got my ass off." Carol said, attacking the soldiers. She got up close and punched them with photon blasts. They were being sent back and the soldiers started to move backwards. Rocket threw a grenade which fully made them retreat. "Good. Where's Rhodey?"

"He isn't picking up comms." Rocket said, holding a communication device. "But we have bigger problems."

Carol looked up to see multiple worms roaming around the atmosphere of the Earth. There were some worms flying beside the buildings to disperse some Chitauri.

"How many have you registered?" Carol asked, still looking up.

"Around thirty in the atmosphere. Seven roaming on our level." Rocket reported.

"You guys really lost air support, huh?" Carol said.

"I don't advise you to go up there, Danvers. If Thanos hits you with that blast again, you might get knocked out for good."

"Thanos? How did you know it was him?"

"Purple. Which stone is powerful enough to knock you out and is colour purple?"

"Oh... the Power stone." Carol nodded, "If Rhodey gets on, tell me. I'll try to clear the soldiers of the buildings." Carol went binary and flew up into the sky. She started flying from building to building.

On the street, Rocket and Nebula were waiting for Chitauri soldiers to attack them. They had held their ground for a solid twenty minutes until Carol woke up.

Meanwhile, running through the streets, is Rhodey. His earpiece was picking up the frequency of the other heroes. He wandered through the streets, trying to avoid the Chitauri. One thing he knew for sure was that he could contact F.R.I.D.A.Y.

"F.R.I.D.A.Y, is there any suit that Tony could've possibly built that is functioning and ready to use?" Rhodey asked with desperation.

"Yes, he has Colonel Rhodes. It is still being built but could be used." F.R.I.D.A.Y. informed.

"Suit name?"

"Ultimate War Machine."

"Um... did I hear that correctly? Ultimate? Was there an ultimate in the name?"

"Yes, Colonel Rhodes. Mr. Stark did name the War Machine suit with ultimate."

"Oh my go-" Rhodey shook his head, "Fine, F.R.I.D.A.Y. Send in Ultimate War Machine."

After a few moments, black pieces of armour attached to his body. Finally, the headpiece attached and for a moment, Rhodey was in silence. Then the armour powered up and it was a completely new suit. The gaps in between the black plates were lit up with red neon. His right shoulder now had a laser beam and rockets added.

"Tony Stark, you are a generous man!" Rhodey shouted with happiness, hovering into the air.

He then saw Carol fighting off some Chitauri soldiers on a building. Rhodey unleashed his ammo on his wrists. Carol was surprised to who was helping her. She took a glance and Rhodey was flying through the air. Rhodey's mask was new as well. Instead of lines scattered through the face, it was completely flat.

"Good day, Ms. Danvers?" Rhodey joked
through the earpiece.

"Never better." Carol responded with a smile as he passed by.

Rhodey went around and landed beside Carol. He raised his wrists and started unloading his ammo onto the Chitauri surrounding Carol. Carol helped Rhodey too, shooting photon blasts to the Chitauri climbing the building.

"Guys, we need help!" Rocket shouted in the earpiece.

"What is it Rocket?" Rhodey asked.

"We got som-" Rocket started going static.

"Rocket? Rocket? Do you copy?" Rhodey asked but no one answered. He looked towards Carol, "We need to check on them."

Carol and Rhodey jumped off the roof and started flying towards the time device. They saw many worms circling around the time device. Carol shot a few photon blasts which killed the worms. They landed under the highway where they placed the device and it was gone. There were no signs of life there.

"Rocket. Rocket do you copy?" Rhodey asked in the communications.

"They aren't responding?" Carol asked.

"No one is." Rhodey sighed, "F.R.I.D.A.Y, check any signs of life nearby."

"That isn't needed." A voice from behind said.

Rhodey extended his laser beam and pointed it at the area of the voice. He raised his wrists as well for the machine guns. Carol turned around and went binary.

"Quite the upgrade." Thanos smiled.

Behind him, Chitauri soldiers had Nebula and Rocket in chains. One of Rocket's fists were clenched.

"We can handle this in a peaceful way, Ms. Danvers. I know that. I woul-" Thanos got shot in the face with a photon blast before he could finish.

Carol rushed towards Thanos, punching him in the chest which knocked him to a building. Rhodey aimed his laser beam at the chains of Nebula and Rocket which roasted it. Nebula knocked out the Chitauri with her elbow and grab its rifle. She shot the other Chitauri guarding Rocket. Rhodey grabbed Rocket's rifle off the ground and threw it towards him.

"What's with the fist?" Rhodey asked.

Rocket unclenched his fist which showed the time device shrunken into a small size, "Scott told me to do it on emergencies."

Carol was still battling Thanos. Thanos used the Power stone but Carol blocked it with a photon shield. She rushed him again and combined two punched to make him stumble. Thanos got on balanced and knocked Carol to the ground with a punch from the gauntlet. He used the Time stone on the ground that Carol was laying in. He turned back the time and a tree grew under Carol. She was sent up towards the sky.

Rhodey shot a dozen rockets towards Thanos, which he contained using the Reality and Space stone. Thanos shot a Power beam towards him which Rhodey blocked with a nanite shield. Carol managed to go down from the tree in a couple of seconds and punched the ground, causing a photon wave. Thanos was sent back and he was very frustrated.

"I had enough!" Thanos shouted, raising his gauntlet.

Nebula, Rocket, and Rhodey watched from a distance. Carol was the only one close to Thanos. When he raised the gauntlet, the Power stone lit up. He started to punch the ground. "No!"

—One million years before "The Decimation"—

Bruce, Scott, and Tony were working hard on making the best Iron Man suit Tony has ever created. Thor was busy on the other side, melting the Power, Soul, Space, and Mind stone into a single ingot. They established this tiny base in a abandoned blacksmith's house under Asgard.

It was located towards the back of the main palace. It was buried in the mountains and they landed the ship on the surface.

"Just keep on melting, Thor!" Tony exclaimed, grabbing some nanites that he brought on the ship.

"How many nanites are those?" Bruce asked, working on the weapons.

"Enough to create another suit in case the first layer gets destroyed." Tony proudly said.

"I didn't know you can modify Mark VI with a bunch of nanites."

"Technology, Banner. Get used to it." Tony chuckled.

"Well, I can't complain. You made a device to make me turn into the Hulk anytime I want."

"See?" Tony smiled. "Oh, can you make the arc reactor the shape of the thing Thor's melting."

"What?" Scott asked, working on the design of the suit.

"Just make sure the stone fits, Scott."

"Gotcha." Scott walked towards Thor to retrieve the shape of the stone.

"This is going to plan, Tony." Bruce chuckled.

"This wasn't part of the plan. We're only doing this because we forget how powerful the big bastard was." Tony reminded.

"Hey Tony!" Natasha called, going down the stairs, "Steve is calling you."

"You think I'm joking, Romanoff?" Tony asked with sarcasm.

"I'm not joking. He wants to talk to you on the mountain top." Natasha said.

Tony looked around and saw everyone stare at him. He scoffed and threw his gloves to the side, "Clint, help them with the suit."

"But I don't know how to use a hammer."

"Then who built the farm?" Tony asked, walking upstairs.

Tony continued walking up the plight of stairs until he reached the very top. Steve was standing there, in his S.H.I.E.L.D. Stealth armour on. Tony slowly approached him.

"Tony." Steve muttered.

"We're on a first name basis now?" Tony asked.

"To me it is." Steve said. He was staring into the beautiful kingdom named Asgard.

"Alright, Steve." Tony chuckled as he went face to face with Steve. "Why did you call?"

"Just an apology." Steve sighed, "Thought I owe you one. After what happened in Siberia."

"Don't be sorry about. It was dumb, I know. And you were right, that wouldn't change anything." Tony nodded, "Shouldn't have punched Bucky."

"Should've told you about 1991. Just wanted it to... be forgotten I guess." Steve shook his head, "But it didn't."

"Yeah." Tony sighed and looked at Asgard, "Probably my last fight. Just one more."

"Probably my last too." Steve muttered and looked at Tony. He extended his hands towards Tony, "Friends."

"Sure." Tony smiled and they both shook their hand. "All this Siberia nonsense, we put that aside."

"Yeah. That's in the past. Right now, we do this together." Steve nodded.

"Guys!" Natasha called. Steve and Tony turned around and saw Natasha with her weapons ready. "Check this out! Or am I interrupting your flirting session?"

"Knock it off, Romanoff." Steve said.

They went down to the blacksmith's lair to check the news. Everybody was gathered around the table that was in the middle of the room. Steve and Tony joined the circle and they played the last audio message that Rocket sent.

"Thanos is here! We need-." Rocket informed. That was the only thing he sent and it continued to play over and over.

"Alright! Obviously, Earth couldn't handle the attack anymore." Steve said, "We move now! Get your stuff and we're going back to the present."

"Thor, is the stone ready?" Tony asked, following Thor to the melting area.

"Here." Thor said, handing Tony the stone that contained the powers of the Soul, Mind, Space and Power stones. "It isn't hot anymore."

"Thanks." Tony walked over to the suit that they were making. Scott did what he was told and the arc reactor fitted only the stone, "Perfect."

Once the stone was placed into the arc reactor, the Iron Man's suit lit up.