The film opens in space as the Asgardian evacuation ship has come under attack by the Mad Titan, Thanos (Josh Brolin). He and his minions, the Black Order - Cull Obsidian (Terry Notary), Proxima Midnight (Carrie Coon), Ebony Maw (Tom Vaughn-Lawlor), and Corvus Glaive (Michael Shaw) - walk among the corpses of nearly all the slain Asgardians. Thanos faces Loki (Tom Hiddleston) and demands the Tesseract, or else he will kill Thor (Chris Hemsworth). Thanos already has the Power Stone in the Infinity Gauntlet after taking it by force from Xandar. Loki lets Thanos go ahead to kill Thor, but he relents and presents the Tesseract. However, the Hulk (Mark Ruffalo) attacks Thanos and gets in a few good punches before Thanos stops going easy and pounds the Hulk into the wall. Heimdall (Idris Elba) uses the last of his powers to send Hulk through the Bifrost down to Earth. Thanos then impales Heimdall through the heart. Loki then appears to surrender to Thanos and join him, but he instead makes a futile attempt to kill him. Thanos grabs Loki by the throat and squeezes until he crushes Loki's neck, killing him as Thor can only watch in anguish. Thanos cracks open the Tesseract to get the Space Stone, and he and his children leave. Thor crawls over to Loki's body as the ship explodes.
Hulk crashes into the Sanctum Sanctorum in New York City as he transforms back into Bruce Banner. He is found by Doctor Stephen Strange (Benedict Cumberbatch) and Wong (Benedict Wong). Bruce warns them that Thanos is coming.
Tony Stark/Iron Man (Robert Downey, Jr.) and Pepper Potts (Gwyneth Paltrow) are out for a jog as Tony mentions having a dream that he and Pepper were going to be expecting a child. Pepper herself doesn't seem ready for that. Strange then enters through one of his portals and tells Tony he needs to talk to him, and he brings Bruce out to stress how urgent the matter is.
Tony goes to the Sanctum Sanctorum where Wong explains the history of the Infinity Stones (Power, Space, Soul, Time, Reality, and Mind) and why Thanos might want to get his hands on them. Tony realizes he needs help, but he tells Bruce how complicated it is after the Avengers broke up. Moments later, a ship starts hovering over the city. Peter Parker (Tom Holland) is on a field trip when his spider senses tingle and he realizes trouble is afoot. He uses Ned (Jacob Batalon) as a distraction so he can head out as Spider-Man. Maw and Obsidian find Tony, Bruce, Strange, and Wong as they attempt to take the Time Stone from Strange. Tony gets his Iron Man armor to fight while Strange and Wong use their powers as well. Maw is telekinetic, so he is able to deflect any attack toward him. Bruce tries to Hulk out, but he cannot. Spidey joins the fight as they take on Obsidian. Wong manages to send Obsidian through a portal (and also slice his arm off as he tries to jump back before it closes). Maw makes a grab for the Time Stone, but Strange has placed an enchantment on it that prevents him from grabbing it. He takes Strange with him, so Spidey jumps onto Maw's ship. Iron Man flies up after him and sends the Iron Spider armor to protect Peter but also send him back to Earth. Instead, Peter manages to stow away onto the ship. Wong stays to guard the Sanctum while Bruce decides to call the rest of the Avengers.
Elsewhere in space, the Guardians of the Galaxy - Peter Quill/Star-Lord (Chris Pratt), Gamora (Zoe Saldana), Drax (Dave Bautista), Rocket Raccoon (Bradley Cooper), Teenage Groot (Vin Diesel), and Mantis (Pom Klementieff) - are on their way to answer a distress signal sent from the Asgardian ship. They find the ship's ruins and the dead Asgardians. Thor hits their windshield, and they bring him onboard. After Thor explains himself, he learns of Gamora's connection to Thanos as his adopted daughter. Thor figures that Thanos is headed to Knowhere to get the Reality Stone from Tanileer Tivan/The Collector (Benicio Del Toro). Thor plans to head to the planet Nidavellir where a weapon powerful enough to kill Thanos can be forged. Rocket and Groot tag along with Thor since they want to get their hands (or, paws and roots) on some weapons too. The rest of the Guardians head toward Knowhere.
In Scotland, Vision (Paul Bettany) is living with Wanda Maximoff/Scarlet Witch (Elizabeth Olsen). As they go out for a walk, they are attacked by Glaive and Midnight. Glaive attempts to pry the Mind Stone from Vision's head, but Wanda fights the two minions. In the middle of their fight, a shadowy figure appears. Midnight throws her spear, only for the figure to catch it. It's Steve Rogers/Captain America (Chris Evans). He is joined by Natasha Romanoff/Black Widow (Scarlett Johansson) and Sam Wilson/Falcon (Anthony Mackie). They fight Glaive and Midnight until they retreat back into space. The three help Wanda and Vision to bring them on their ship and head home.
In a flashback, a young Gamora is on her home planet as she is separated from her mother in the middle of Thanos's invasion. Thanos takes Gamora with him and presents her with a dagger as a gift. He doesn't let her see as his minions execute her people.
On the Milano, Gamora tells Quill that there is something that Thanos doesn't know, and if he were to find out from her, she asks Quill to kill her. They make it to Knowhere and find Thanos interrogating Tivan to the Reality Stone's whereabouts. Drax is ready to storm in, but Mantis puts him to sleep. Gamora leaps in to stab Thanos in the neck and in the heart. He drops to the ground, seemingly dead as Gamora starts to weep. This is revealed to be an illusion from Thanos to see that she did care. He already has the Reality Stone and was playing a trick on her. Thanos takes Gamora as Quill attempts to intervene. Drax and Mantis get messed up with the stone's power. Gamora pleads with Quill to kill her, but Thanos turns Quill's gun to bubbles before taking Gamora with him.
Peter and Tony meet as they try to help Strange, who is trapped and tortured by Maw until he gives up the Time Stone. Peter devises a plan inspired by "Aliens", in which Tony blasts a hole through the ship to suck Maw out into space where he freezes up. Strange is nearly sucked out until Peter saves him, and Tony closes the hole up. The three join forces to stop Thanos, and Tony "officially" makes Peter an Avenger.
Thanos knows that Gamora found out where the Soul Stone is, despite her denying it. In order to get it out of her, he shows her that Nebula (Karen Gillan) is being tortured by having her body split into pieces. Thanos uses Nebula's memory logs to reveal that Gamora knew about the Soul Stone's whereabouts because she found a map to it, but she burned it. As Thanos hurts Nebula more, Gamora relents and admits it's on the the planet Vormir. Thanos travels there with Gamora, and Nebula manages to escape by killing a guard and sending a call out to Mantis to meet on the planet Titan.
On Vormir, Thanos and Gamora meet the keeper of the Soul Stone...THE RED SKULL (Ross Marquand). He was teleported to the planet via the Tesseract and learned that the stone may only be obtained through sacrificing a loved one. Gamora laughs since she believes that Thanos loves nobody and therefore cannot gain the stone, but Thanos sheds a tear, because he truly does love Gamora and says he cannot give up what he wants a second time. Gamora tries to kill herself with the dagger, but Thanos turns it into bubbles. He grabs Gamora and, with a heavy heart, he throws her off a cliff. Thanos is momentarily transported to a realm where he finds the Soul Stone in his hand.
Thor, Rocket, and Groot continue toward Nidavellir. On the way, Rocket gives Thor a new eye to make up for what Hela took from him. They get to Nidavellir and find it is dark and not moving. When they touch down on the planet, they are attacked by a giant called Eitri (Peter Dinklage), who is the sole survivor of the planet after Thanos wiped out his people once Eitri completed forging the Infinity Gauntlet. Thor offers to help in order to get the planet up-and-running again to create a new weapon.
James "Rhodey" Rhodes/War Machine (Don Cheadle) is at an Avengers hideout talking to General Ross (William Hurt) over the imprisoned Avengers being on the loose. Steve, Nat, Sam, Wanda, and Vision arrive, and Bruce reunites with them. We learn that Hawkeye and Ant-Man are absent because they needed to hide after being sprung from jail. Their main concern is destroying the Mind Stone so Thanos won't get his hands on it. Steve says he knows someone who can help.
In Wakanda, T'Challa/Black Panther (Chadwick Boseman) and Okoye (Danai Gurira) bring a new vibranium arm to Bucky Barnes/Winter Soldier (Sebastian Stan).
Tony, Peter, and Strange arrive on Titan and come across Quill, Drax, and Mantis. They briefly fight after thinking the other one is working for Thanos until they realize he is a mutual enemy. They try to come up with a plan to take down Thanos, but Strange uses the Time Stone to view millions of different outcomes in which they fight Thanos, and he says there is only one in which they win.
Thor tries to get the rings on Nidavellir turning, even having to turn the beam on himself, which causes severe damage to his body. Eitri uses the metal to forge the weapon, while Groot manages to put it together and use his own arm as a handle. Thus, Stormbreaker is born, and Thor's powers are reinvigorated.
T'Challa gathers his army, including M'Baku (Winston Duke) and the Jabari, in preparation of Thanos's arrival. The other heroes have brought Vision to Shuri (Letitia Wright) to help extract the Mind Stone from his head. Soon, the Black Order arrives outside the dome over Wakanda. An army of creatures try to break through, with only a few of them making it through as the rest are killed trying to come in. T'Challa has one part of the dome opened so that the creatures can come in and they can fight. Bruce is in the Hulkbuster suit since he can't Hulk out. He fights Obsidian and uses the rocket fist to send the beast toward the dome where he is destroyed.
Thanos arrives on Titan and meets Strange. He recounts to Strange how Titan was a beautiful planet with little to go around for its people. His resolution was genocide across multiple planets, which he called "mercy". The heroes ambush Thanos in an attempt to remove the Gauntlet from his hand. Nebula arrives after crashing into Thanos. Mantis has her hold on Thanos to subdue him, but she can't knock him out because he is too strong. Tony, Peter, and Strange attempt to remove the Gauntlet until Quill asks where Gamora is. Mantis reads that Thanos is mourning, and Nebula surmises that Thanos killed Gamora. Quill becomes enraged and starts hitting Thanos, breaking Mantis's hold and ruining the plan. Thanos uses the Gauntlet to destroy one of Titan's moons and hurl it toward the heroes. Tony engages Thanos and attempts to fight, only for Thanos to impale Tony with his own blade. Before he can strike the fatal blow, Strange surrenders the Time Stone to Thanos. Tony repairs his wound, and Thanos vanishes.
Thor joins in the battle in Wakanda with Rocket and Groot after being given Bifrost powers. Stormbreaker proves massively powerful against the creatures. Wanda joins in the fight after seeing her friends get hurt, which leaves Vision open for capture. Wanda joins Nat and Okoye as they take on Midnight, ending with Wanda sending Midnight into the path of a rolling mechanism that crushes her. Glaive attempts to go after Vision, only to get impaled by his own scythe by Vision himself.
The Mad Titan then arrives in Wakanda. Despite their combined efforts, the Avengers can barely touch him. Steve attempts to take Thanos on, but is taken out with a swift punch. Wanda reluctantly uses her powers to destroy the Mind Stone and Vision as he declares his love for her. However, Thanos uses the Time Stone to reassemble Vision, just so he can tear the Mind Stone from his head and kill him for good. With that, Thanos has every Infinity Stone. Thor leaps into the air and impales Thanos with Stormbreaker, but it is non-fatal, and Thanos then snaps his fingers.
Thanos finds himself in another realm where he sees young Gamora. She asks him if he succeeded and what it cost. He says everything. Back in the real world, the Gauntlet is fried, but the stones remain intact. He disappears before Thor's eyes. Suddenly, Bucky starts to crumble to dust in front of Steve. The same starts to happen to T'Challa, Sam, Wanda, and Groot, as well as most of the Wakandan army. On Titan, Drax, Mantis, and Quill start to disintegrate. Peter slowly dies in Tony's arms. Strange follows suit. Tony and Nebula are left alone on Titan, with Nebula knowing what has happened. On Earth, Steve can only look out in despair as his friends are gone.
The last we see is Thanos on another planet watching the sunrise and smiling with satisfaction.
After Credits: Nick Fury (Samuel L. Jackson) and Maria Hill (Cobie Smulders) are driving as people start disintegrating around them. Maria goes first as Fury tries to send out a distress call, right before too disintegrates as well (even getting out a "Motherf-" before going). We see Fury's message device sending out the call to reveal the insignia of...CAPTAIN MARVEL.
*CUT TO THE CHASE*
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The Mad Titan Thanos begins his quest to harness the power of the Infinity Stones and destroy the universe. He gets the Power Stone after tearing Xandar apart, and he gets the Space Stone after killing most of the surviving Asgardians (including Heimdall and Loki). This leads to Thor meeting the Guardians of the Galaxy. He heads to Nidavellir with Rocket and Groot to get a weapon that can kill Thanos, while the rest of the Guardians head to Knowhere to get the Reality Stone. Thanos already has it, and he takes Gamora since she knows where the Soul Stone is. It's on the planet Vormir where they meet Red Skull, and Thanos has to reluctantly kill Gamora in order to get the Soul Stone.
Tony Stark teams up with Doctor Stephen Strange and Peter Parker after one of Thanos's minions, Ebony Maw, tries to take the Time Stone from Strange. They kill Maw and later team up with Peter Quill, Drax, and Mantis on Titan (Thanos's homeworld) to face the monster when he arrives.
Steve Rogers travels with the rest of the Avengers (minus Hawkeye and Ant-Man since they're not in the movie) to Wakanda so that the Mind Stone can be extracted from Vision's head and be destroyed before Thanos can get to it. T'Challa leads his army into battle against Thanos's forces and his other three Black Order minions - Cull Obsidian, Proxima Midnight, and Corvus Glaive. Those three are all killed, as are most of the creatures once Thor arrives with Stormbreaker, his newest weapon.
The heroes on Titan battle Thanos, but Quill ruins their plan when he attacks Thanos after learning he killed Gamora. Strange surrenders the Time Stone to him before he can kill Tony. Thanos then goes to Wakanda where he gets the Mind Stone by prying it from Vision's head, even after Wanda tried to destroy it. Thor makes one last attempt to kill Thanos, but he fails, and, with the power of every stone, Thanos snaps his fingers and manages to wipe out half of the universe, causing people like T'Challa, Falcon, Wanda, Bucky, Quill, Mantis, Drax, Groot, Strange, and Peter to be disintegrated out of existence. The surviving heroes are left in despair while Thanos retreats to another planet to bask in his success alone.
After the credits, Nick Fury and Maria Hill succumb to the same fate as their comrades, but not before Fury sends out a call for help to none other than Captain Marvel.
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