Hello everyone,

Sorry for the long delay but here is chapter 88, enjoy and please also check the Author's notes for any other explanations.

August 12th, 2023

Avenger's Compound

Three awoke with a gasp as cold water hit her and she pushed herself up to find herself just a few feet in front of Banner who was holding up a ton of rubble that could easily crush her. Nearby she saw Rhodey in his damaged War Machine armour, and heard Rocket calling out. "I can't breathe, I can't breathe!"

"Canopy, canopy, canopy," Rhodey called and the armour opened up to let him out.

"You alright?" Three called to him and he gave a nod

"Rhodey, Rocket, Kat get out of here," Banner called.

"Let me up! Let me up!" Rocket said panicking as Three found a pipe and began trying to wedge it to lift the rubble off of the Racoon, but she was only able to help keep it from crushing Rocket not help him escape it. Luckily Rhodey crawled over to another pipe and wedged that one to help her lift the rubble up enough for him to squeeze through. Looking back to Banner, Three grabbed her pipe once more. She couldn't leave Bruce like that!

"Both of you get out of here..." She moved to help Banner escape the rubble. Maybe if she could wedge enough pipes it would hold long enough for them to escape.

"Rhodey!" Banner called and Three looked back to see a flood of water rush in and hit them effectively trapping them. Immediately Rhodey radioed for help.

"Mayday, Mayday! Does anyone copy? We're on the lower levels. It's flooding!" He didn't seem to get any response so he called out again. "We are drowning! Does anybody copy? Mayday!"

Still no response, Rhodey called over to Three. "I got nothing!"

That was when Three noticed it, she was still wearing her Aida watch. She had not synced it with the main hub before Aida took off from the compound to be alone. "Aida!"

The copy immediately responded. "Yes?"

"I need you to lock onto the same energy signature as yourself and warn yourself that the Avengers compound was attacked! We need help, or we'll drown!" Three said, immediately the watch went quiet as the copy tried to do what Three was asking. With luck, Aida had completely left the compound and once she learned of this would immediately respond.

"Signals away." The copy replied a moment later. There was at least some good news, however, Rhodey was struggling without the use of his legs. She needed to fix that, and the rapidly rising water would only make it harder.

"Aida access schematics for Rhodey's leg mechanics. Search Stark's files..." Wadding through the rising water she helped lift Rhodey up.

"What? You're going to fix my legs now?"

"Yes, you'll need them if we are to get out of this." Three replied.

"Got it," Aida replied calling up the schematics, then Three used her to scan his leg harness. "Luckily the damage is not that bad. A manual reboot should fix the problem. I can perform it if connected via port." Opening the side panel at Rhodey's waist, Three connected Aida. It took a few minutes and soon he was able to use his legs. Sadly the room was still filling with water as they were near the ceiling.

Suddenly during that time, another person's thoughts entered the area. Scott! 'Scott! Please help us! The room is filling with water!'

'I'm on my way! Hold on!' Came Scott's thoughts.

"Aida has sent another suit to Rhodey. It's en route now." Three's copied version of Aida replied. At least it meant Aida was aware of the situation.

"A fat lot of good it will do us now!" Rocket said panicking.

"See you on the other side man." Rhodey replied.

"We're not dead yet!" Three pointed out.

"Hang on! I'm coming!" Scott called, they could hear Scott over the comms now that he was closer.

"Please hurry Scott!" Three called as there was little air left. She sensed when Scott was close enough and knew Rhodey's new armour was no doubt waiting just beyond the rubble. "Get ready Scott."

Three sent a mental image to them of what they needed to do. As right then Scott was growing very big, she would grab onto Banner's good arm, and Rocket would grab onto Rhodey when the armour got to him. Scott would catch them as he grew big. 'Sound good?' She thought to them with each one agreeing to this plan. 'Now!'

Above the fight continued between Thanos and three of the Avengers raged on until it was just Captain America getting up after a beating to face Thanos. There seemed no hope of winning this fight, but Steve had never once backed down to anyone. Especially not bullies like Thanos, he wasn't going to back down now. Beaten, battered, and tired Steve moved to face Thanos' army alone. Then heard something over the radio, a voice he had not heard in a very long time.

"Hey Cap, you read me?' Steve stopped stunned and raised a hand to his earpiece. 'Cap. It's Sam. Can you hear me? On your left."

A swirling light made Steve turn around stunned as he saw a type of doorway open to reveal three familiar figures, two of which had been killed in Thanos' snap. King T'Challa, Shuri, and Okoye. Then Sam flew through the portal making Steve smile as more portals opened in the skies and on the ground. One opened to reveal more from a strange world, most likely the ones Stark had spoke of because Spiderman was with them. Another in the sky above showed a SHIELD ship fly in and drop a containment cube which opened to show Mack with his shotgun-axe step out followed by Coulson and the other agents. There were even a few Steve didn't recognize, but he was glad they came.

T'Challa immediately began calling out in Xhosha the same rallying call as five years ago. Another portal showed Bucky, and Groot with more Wakanda soldiers, while another showed some Asgardians including a rock person? And a woman on a Pegasus? Well, at least Wanda landed nearby them. The last portals showed some new additions in the form of Pepper Potts wearing an Iron Man suit.

"Is that everyone?" Doctor Strange asked.

"What? You wanted more?" His friend asked. At that moment Daisy searched the crowd and called out.

"Where's Kat?" As if to answer that question something rumbled behind them making everyone turn. It was then Scott burst out of the ground and extended his hand letting Rhodey fly out in his new suit with Rocket. Hulk jumped down with Kat on his back and he let down.

"There she is," Coulson said smiling. Shouts in unison went up as Kat stepped forward bringing out her wrist daggers. Her eyes landing on Thanos.

"Avengers!" Steve called out while calling Mjolnir to him and catching it. "Assemble."

One would think when faced with an army of pissed off superheroes the bad guys would tuck tail and run as the army of heroes charged at Thanos' army. Instead, the fool still thought he would win. Three intended to carve a reminder into him physically and mentally. Her focus came to cutting down anyone that got in her way as she fought her way to Thanos. After slicing a few Outriders to pieces, Three stopped short when she saw Moira. The older Japanese women in a suit dress was very out of place in this war zone, but Three was used to unscheduled visits from her mother.

"This is not a good time, Moira!" Three said annoyed.

"This is as I predicted," The dead illusion said looking around at the carnage before looking back at Three. "It's what you trained for... Make. Thanos. Scream!" A second later Moira was gone. Why did she have to see Moira now? Three shook her head to clear it and was nearly hit by an incoming Outrider had a vibrations blast not knocked it through the air into several others. Turning Three saw Daisy come up.

"Miss me?"

"Of course." Three replied as if that were a silly question. The pair began fighting side-by-side. While in other parts of the battle Yo-yo used splinter bombs on the Outriders. Using her powers she zipped through a battlefield placing the bombs on outriders then returned to her original spot to watch them get turned to ash. Mack was shooting any enemies, but any that got close got hit with the axe part of his weapon. A strange tattooed bald man jumped on the back of a big creature lumbering towards Mack, and began stabbing it. Mack shot it in the face then rolled out of the way. Getting to his feet the strange man looked at Mack and grinned, then asked.

"What kind of a weapon is that?"

"A shotgun-ax." Mack replied, "Who are you?"

"Drax." The man replied. "You have a weird weapon."

Mack shrugged then shot another Outrider. "It works." This got the man to laugh as the battle continued.

'Stay here with Myra where it is safe.' Her dad had told her, but all Tess could think about was seeing her mommy. Especially after learning five years had passed and her mom had done things to hurt herself. She didn't care or think really about the situation she would get herself into, she just wanted her mom. So when the others went through the portals to join the Avengers, Tess waited until Myra was distracted. The former agent had been looking to Sam fly through the portals, and Tess knew her chance would be missed if she didn't act. So Tess slipped from Myra's grasp and ran for the portal. She heard Myra scream her name, but didn't stop running as she slipped into the army of Wakandan warriors.

Once through the portal, Tess briefly gave a sigh of relief but did not stop knowing if Myra caught her she might be taken back through the strange sparkling portal. Thus she ran and dodged hoping to lose Myra, while also hoping her protector would forgive her. Sadly Tess did not fully grasp the dangerous situation she had rushed into as she heard her Uncle Steve call out. "Avenger's Assemble!"

From there the gathered groups charged forward to fight which masked her appearance easily. She peaked back to see that Myra had too made it through before the portals closed. Now it was too late to go back, as Tess rushed ahead looking for her mom's blackish-purple ninja suit. Immediately the situation became a whole lot scarier as people fought monsters.

"Mommy!" The little girl screamed. This situation was just as scary when her grandma kidnapped her if not more so. She kept telling herself to be brave, and find mommy. So the five-year-old ran about the battlefield calling for her mom. She saw different ones she recognized easily, but not her mom. When not running she was ducking for cover and trying to locate her mom. At one point she crawled under what looked like an overturned car and peaked out. Amidst the battle and blasts, she saw many fighting including a green-skinned lady that saved a guy. They seemed to know each other until the green lady kicked him between the legs. Still no sign of mommy... looking to her right she saw multiple people fighting. It was a lot to take in as she saw a man in blue with a red cloak, another woman with... antennas? Tess shook her head, none of them were mommy. Crawling out from under the car, she ran for another spot to hide and look from hoping to find her.

Meanwhile over the comms Three and the Agents could hear different Avengers talking as Barton ran with the gauntlet trying to keep it away from Thanos and his allies.

"Cap! What do you want me to do with this damn thing?"

"Get those stones as far away as possible!" Came Steve's response.

"No!" Banner called."We need to get 'em back where they came from."

"No way to get them back Thanos destroyed the quantum tunnel."Tony pointed out.

"Hold on! That wasn't our only time machine." Scott replied, a second later the sound of Cucaracha came. Both Three and Daisy turned in that direction.

"Anyone see an ugly brown van out there?" Steve asked.

"Yes! But you're not gonna like where it's parked!"A woman replied.

"Scott, how long you need to get that thing working?" Tony asked.

"Uh maybe ten minutes."

"Get it started. We'll get the stones to you." Steve ordered.

"We're on it, Cap."Another woman responded.

"Where those stones go, Thanos won't be far behind." Daisy pointed out looking at Three. "She wants you to kill him doesn't she?"

"Is this where you tell me not to Daisy?" Three asked.

"No," She replied, "This is where I help you fuck him up." Three smiled as they ran for the van hoping to offer help by covering Barton or whoever had the Infinity gauntlet.

"Mommy!" Tess called out hoping her mom would hear her. Tess had been moving from spot to spot trying to find her mom only to see more carnage and become even more scared. "Mommy!"

Then she heard a roar behind her and looked back to find a scary creature looking right at her. She couldn't help it, she screamed and ran hoping to get away from the scary monster. She could hear it's heavy stomps as it chased after her. Scared she kept running as she screamed for her mommy, then she tripped and skidded on the ground. Too scared she curled up into a ball covering her head as she braced herself for the creature to attack. Something landed with a thud right next to her, then she heard something charging before a blast was heard. Still, no creature came. Hesitantly, Tess lifted her arms and peaked up. She had seen this suit before on the news and magazine covers... Iron Man. The suit's helmet disappeared to reveal another face she had seen before... Tony Stark.

After speaking briefly to Strange, Tony resumed fighting until he spotted someone that shouldn't be there. He blasted the outrider about to hurt the little girl, then looked back at her. Now he was looking down at her with his head tilted at her. "You must be Tess."

Tess slowly sat up and could only give a stunned and scared nod. Then she looked like she might burst into tears as she shakily whispered. "I want my mommy."

Stark sighed and knelt down gently picking her up. "Hey it's okay-"

Another roar interrupted him as a creature charged them only to be zapped by lightning as a strange bearded man dropped down not far from them.

"Thanks Thor." Tony replied, then looked to Tess. While Thor noticed Tess.

"Who is this?" Thor asked.

"Theresa Barnes." Tony replied, now Tess was confused.

"How do you know my name?"

"We work with your mom." Tony replied, then tapped the lip of her baseball cap, "You make an adorable SHIELD mascot by the way."

Tess couldn't help it she giggled as she straightened her hat, then Tony spoke into his earpiece. "Kit-kat, I've got a miniature SHIELD agent here. Anyone missing their mascot?"

Three couldn't quite make out what Tony was on about as her ears were ringing. She and Daisy focused on their current task. Moving fast the pair took out any that got in their way. Up ahead they saw Barton pass the gauntlet off to T'Challa. He didn't make it that far before being knocked down by Thanos.

"Daisy I need you to propel me forward!" Immediately she knew what Three was asking.

"Go!" She called and Three ran ahead, then felt the concussive blast of Daisy's earthquake powers lift her off the ground throwing her forward by yards. She rolled and landed behind Thanos as Wanda landed in front of him blocking him from T'Challa.

Blasting a few other enemies around her, Daisy was finally able to ask Stark to repeat himself. "Say again?"

"I got a tiny SHIELD agent wanting her mom! Where is she?" Tony replied it took a second for Daisy to realize what Tony was saying.

"Tess is here?!"

"Yeah, where is kit-kat?"

"Busy fighting Thanos," Daisy replied looking towards the battle ahead.

"What?!" She heard Bucky yell.

"You let her charge in there?!" Mack asked shocked. Suddenly letting Kat go after Thanos was not a good idea.

"Someone give me a beat on Kat's location!" Tony called out. While Daisy was forced to resume fighting more outriders.

"I see her... she and Wanda are taking on Thanos." Pepper added. In the meantime, Mack called over the comms.

"Get Tess to the SHIELD module, I'll have a couple of agents protect her."

"Got it," Tony said, flying over to the module he set Tess down by them. "Stay here okay?"

"But my mommy-" Tess started to argue.

"Hey!" Tony sighed and knelt in front of Tess, "I know you want your mom, she will come back to you; but right now she needs to be able to fight. She won't be able to if you are in danger, okay?"

The little girl sniffled but nodded, "Now you will get your mom. Just stay here and don't run off okay?"

"You promise? Nothing will happen to my mommy?" Tess asked. Making such a promise was dangerous, and Tony didn't want to break that promise to the kid. Regardless the words came out.

"I promise." A second later a young red-haired lady ran up calling Tess.

"Damn it Tess, you scared me! Never run away again!" Myra was yelling and Tess looked down feeling bad and starting to cry.

"I'm sorry Myra..." Immediately the former agent sighed.

"Just please don't that to me, I already failed to keep you safe once. Don't make me fail again.." Myra pleaded, and the little girl hugged her, "Your mom would skin me alive if anything happened to you..."

Feeling Tess was safe, Tony took off to rejoin the fight. Meanwhile, Myra urged Tess into the SHIELD module with the other agents close by. The dark-haired guy stood by the door shooting twin pistols at any Outriders that got close.

"Never expected this when being brought forward in time." The guy grumbled to a dark-haired woman.

"What did you expect?" The dark-haired woman asked.

"I don't know... not aliens."

"What are you two talking about?" Tess asked as Myra took up a spot by the door and began shooting out at any aliens too. The dark-haired woman smiled at her.

"We're not from around here. What about you? What's a little girl like you doing in such a dangerous place?"

"I was looking for me mommy."

"Where's your mommy?" The dark-haired man asked looking back and Tess pointed out the door to the battlefield.

"Alright who is your mommy?" Tess immediately got nervous as these people were strangers and so she looked to Myra.

"Myra? They aren't HYDRA are they?"

"Course, not Tessi, they weren't at the secret conventions," Myra replied as she shot an outrider.

"Why would a little girl ask a question like that?" The guy asked looking at Myra.

"Hey, mom taught her to be wary of HYDRA." Myra shrugged as she kept shooting not noticing the weird look the guy gave.

"Who are you?" The guy asked.

"Myra Wilson and the kid is Theresa Barnes."

"Everybody just calls me Tess." Tess added.

"And you? Who are you guys?"

"Daniel Sousa." The guy replied. The name rang an immediate bell making Myra look at the guy then she shook her head guessing Coulson's team would explain later. Meanwhile, the dark-haired woman smiled at Tess.

"I'm Kora," About then over the comms came Sam's voice.

"Myra please tell me you're alright!"

"I'm fine Sam focus on the fight." From there the fight continued but Myra saw an alien running at them she took aim, and click! "Damn it!"

The clip was empty as she reached for another one to load she doubted she would shoot it in time when Kora pushed her out of the way with glowing eyes. She blasted a hole in the creature before it got any closer. For a second Myra stood there stunned then asked. "Your Inhuman?"

"Yeah."

"Just like mommy, Aunt Daisy, and Yo-yo." Tess replied smiling at Kora.

"I am guessing your mommy is Katrina Barnes," Kora replied getting a nod from Tess, while Myra wondered how she knew that. "Daisy talks about her a lot."

Elsewhere on the battlefield

"You took everything from me," Wanda said eyes glowing red. She was going to make Thanos pay, and Three grinned as she rose to her feet. They both would.

"I don't even know who you are."

"You will," Wanda promised.

"Oh, he will not only remember," Three said making Thanos stop and turn to look at her, "He will scream!"

"Not before you..." A female voice said, and Three looked to her right to see a familiar ugly woman that had led the armies against Wakanda. Three raised a brow at her, then looked to Wanda.

"Don't have too much fun without me. I'll just be a minute."

Immediately a smirking Thanos ran at Wanda who lifted large blocks of debris to throw at him with her powers. Meanwhile, Three turned to face the ugly woman from before. She would not tolerate anyone coming between her and Thanos. The Ugly woman tried to attack Three, but before the swing could even come close Three attacked her mind making her drop to her knees screaming as she clutched her head. 'Your armies didn't last long last time. Nor did you, you'll last even less against me.' Three coldly thought to her as she showed images from that battle and how some of her Black Order pals died. In one quick ruthless move, the wrist dagger flew out and Three swung slicing her throat. The ugly woman knelt there stunned and clutching her throat as she gasped like a fish out of water. Three turned away as if she were nothing and without giving her another thought. From there Three ran for Thanos who was being lifted into the air by Wanda and was in the process of having his armour crushed off of him.

"Rain fire! Just do it!" Thanos called. Before Three could join in the fun of torturing Thanos, she had been looking forward to Wanda causing physical pain while she caused mental anguish. The coward knew he would lose to Wanda and Three so he did the only thing a coward could do. Three raised her hand up towards Thanos about to attack his mind. He would not be saved so easily!

Sadly just as she was about to attack his mind a blast hit. She was immediately thrown back and onto the ground. Dazed Three laid there a moment as the muffled sound of blasts continued to hit all around. Faintly someone called her name and she looked to her left to see Daisy. Coulson was covering her with his body but Daisy was looking to her. "Kat!"

Daisy wanted to get to her, she was reaching out to her. Than Three's ears popped and sound came back as Daisy screamed. "KAT!"

The loud blasts sounded and Three realized all around her the blasts were hitting, and as she looked up her eyes widened. A blast was about to hit where she was, then someone hit her and grabbed her. Two strong arms wrapped around her and she was pulled out of the way of the blast. Together with this person, they rolled downhill. They ended with the person over her shielding her from further blasts.

For a moment it felt like the blasts would never stop as Three closed her eyes then it did stop. The ship's guns turned to fire at something else. Over the comms, Sam asked."What the hell is this?"

"Friday, what are they firing at?" Tony asked.

"Something just entered the upper atmosphere." That AI answered.

Over the comms came Aida's voice."Hope you don't mind but I called an out of town friend."

Three was glad to hear the AI's voice, however, right then she realized who was above her. She did not need to open her eyes... his scent, strong arms, thoughts, and that familiar pull in their connection told her who this was. Opening her eyes she saw Bucky looking back at her. His eyes running over her assessing her appearance and growing concerned. He ran his fingers down a lock of pale faded purple hair and was noting how thin she was. She could hear his thoughts and knew she must look like a shell of her former self. Part of her had hoped he would never see her, she wasn't the person she was five years ago. Would he love her less?

"Bucky?" Three whispered breathlessly. She was still a little stunned and so the words tumbled out before she could really think, "You're really here? Or did I die an honorable death?"

He got up and pulled her to her feet with him then pulled her into his arms. "You're not allowed to die period."

Before she could speak he kissed her passionately on the lips which took her completely by surprise. She had not expected him to kiss her especially after seeing how drastically she had changed while he had been gone. Hesitantly she kissed him back afraid he would disappear or he would reject her. Then she pressed to him deciding screw it, she needed this! As the pair enjoyed being reunited even as something hit the ship above causing a huge explosion. It was only after the breathtaking kiss that both looked skywards to see the ship crashing thanks to Captain Marvel.

"Oh yeah!" Rocket called over the comms.

"Aida, you called Danvers? How?" Three asked stunned but somehow remembering the AI's earlier words, she didn't remember Aida having the ability to contact people in space.

"Deep space transmissions. Nat wanted me to be able to contact anyone off-planet." Aida replied softly.

"Thanks for calling me, Aida." Came Carol's voice.

"Danvers, we need an assist here," Steve said. From there Steve asked Danvers to get the gauntlet to the quantum tunnel. Meanwhile, more of Thanos' forces threatened to flank them.

"Hey Romeo," Sam called over the comms."If you're done making out with Juliet... Bad guys that way."

"Yeah yeah, you were kissing Myra a lot remember?" Bucky pointed out.

"Go help Danvers. We'll deal with these guys." Coulson said to Daisy. Hesitantly Three went with Daisy as Coulson and Bucky took off to help Sam and some others deal with the threat. They were joined by Jemma, Yo-yo, and May as they ran to Carol's location. They came up as a number of ladies lined up behind Carol holding the gauntlet, and Thanos' minions were running towards them.

"She's got help," Okoye said. The first wave coming towards them got hit by a wave of concussive force from Daisy which sent them flying, and Daisy looked to the team-up of ladies.

"Got room for a few more?" Daisy asked, and Three tapped Daisy on the shoulder and pointed at more coming.

"Daisy, they're facing that. Of course, they have room for a few more." Three said.

"Let's kick some ass," May said as she loaded a clip into her gun. The group moved forward to attack. Immediately they ran and attacked the approaching army trying to give Danvers a clear path to the Quantum tunnel. While Carol flew past with the gauntlet in hand, the others took on the army. Three ran at some of the Outriders attacking their minds and cutting them down with her wrist daggers as she went while Daisy used her earthquake powers to send others flying. Three saw up ahead a giant worm fall and explode blocking her view of Danvers, but she knew enough to know that further ahead were most likely more enemies including Thanos.

"Daisy, one last time." Three called to Daisy. The pair looked to the wall of flames.

"I can't get you past that." That is when Three looked up at the woman riding a Pegasus. 'Hey could you do me a favour and give me a lift?' Three thought to the woman who looked back and nodded she was about to turn around when Three thought. 'I'll come to you.'

Looking to Daisy she said. "Throw me to her."

"Alright..." Running forward, Daisy used her powers as Three jumped into the air and was propelled up to the woman on a Pegasus. The woman easily caught Three's wrist.

"You're crazy, you know that?"

"So I've been told." Three replied, " Can you drop me on that big guy?"

"Sure." She answered and Three was dropped onto a big creature that she stabbed her blade into its neck making it fall to the ground dead. Getting to her feet, Three was immediately knocked down by a blinding blast of light, Wincing Three looked up to see that Thanos had destroyed the quantum tunnel and their one chance to get the gauntlet away from him. She saw Tony run into Thanos to stop him from getting the gauntlet only to be knocked back, then Thor was swinging both Stormbreaker and Mjolnir at him. She was still too far away to do anything as she got up and was running to help them or get the gauntlet away at least. Steve tried to help but both were knocked away. Luckily Carol flew in and was kicking the purple bastard's ass, as she ran leaping over debris and trying to get to them to help.

Nevertheless the only way Thanos could beat Carol was to take the power stone out and punch her with it. Now at last Three made it to Thanos. She found a large block of rock to launch herself from and jumped onto his back stabbing one of her wrist daggers into his shoulder. Immediately she grabbed his head with her free hand.

"I told you, you will scream!" With that, she ripped through his mind before he could move to put the power stone back into the gauntlet. He dropped to his knees screaming in agony. Still, Three held on as she forced the memories of what he did five years ago into his skull. Including how she forced him to relive the moment he killed his own daughter to gain the Soul Stone. Everything he did, everything he took, five years of agony was being forced into his mind in that moment and if Three had her way. She would make him beg for it to stop, then smile at him and say 'No'. 'This is what you took, Thanos!' Three mentally screamed at him as the images came faster forcing him to see everything. Then she went one better as she forced him to know the pain he caused her. The image of her five years ago attacking his mind in his little hut. 'Does it look like I'M GRATEFUL!'

Three might have continued but a sharp pain lanced through her skull disrupting the mental attack. She shook her head and tried to keep the mental attack going but by then it was too late. Despite her attacks, he managed to put the power stone back in the gauntlet as she renewed the mental attacks. She didn't know how long she could hold out and was unaware of what Tony or the others were doing... then Tony was there. The jolt of them struggling with the gauntlet made it harder to hold on let alone maintain the mental attack. In one quick move Thanos grabbed her and threw her off him, she hit the ground hard. Barely remaining conscious she looked to the two opponents.

Tony gripped the gauntlet trying to take it from Thanos. It was getting to be too much and sadly Tony was knocked away once more. Getting to one knee she tried to attack his mind harder only for Thanos to kick her in the stomach knocking her further back and to the ground. She winced as she rolled onto her side to see Thanos put back on the gauntlet... only was she the only one to notice no sparks from the Infinity stones this time?

"I am inevitable." Thanos gloated, did the moron forgot about the power surge from the gauntlet? He must have because all his finger-snapping did was make an audible clink noise. That was when he turned the gauntlet over to reveal no stones. Immediately Thanos looked over at Tony as did Three. The stones were taken in by his nano-tech armour to form his own gauntlet, the same surges racked Tony's body. The gauntlet would kill him!

"And I am... Iron Man." Tony said then snapped his fingers. She knew what he had the stones do by his thoughts. Getting to her feet the effects were just as immediate. Thanos' allies, his army all of it began to turn to dust.

'Now... the galaxy is grateful. Enjoy oblivion, ass-hole!' Three thought to Thanos as he looked around stunned to have lost, then she moved to Tony who was still knelt on the ground. Getting to Tony both looked back to see Thanos sit down defeated before being turned to ash and blowing away on the breeze.

'Help me up Kat.' Tony thought to her, and immediately Three lifted his arm to put over her shoulders and help pull him to his feet. She helped him over to the spot he wanted to sit at, then helped him sit down.

'We need to get the gauntlet off of you, it'll kill you.' Three thought not wanting him to die.

'You know it's too late for that.' Tony thought back, and she knew it was true. The connection was getting harder to hold onto. 'It's okay...'

Three looked at Tony not feeling it was okay as Rhodey landed nearby and she moved back to give him room. She backed up knowing others would want to say goodbye to Tony more than her. Rhodey came up touching Tony's head knowing his friend was dying, then Peter Parker came.

"Mr. Stark. Hey!" Peter said immediately knowing something was wrong as Rhodey backed away. "Mr. Stark, Can you hear me? It's Peter. Hey. We won, Mr. Stark. We won, Mr. Stark."

Three looked to the ground as she tried to hold onto the mental connection, but already it was getting slippery to hold onto as Tony's vitals were failing. "We won! You did it, sir; you did it."

By then Peter was crying. "I'm sorry... Tony."

Looking up Pepper was urging Peter aside so she could see her husband one last time. Peter rose tearfully out of the way as Pepper moved forward and knelt by Tony. "Hey."

"Hey Pep." Tony managed softly, as he gripped her armoured hand over where the arc-reactor would be.

"Friday?" Pepper asked.

"Life functions critical." The AI replied, but Three already knew that as the more she tried to hold onto the connection... the more it slipped through her fingers.

"Tony?" Pepper said trying to put on a brave face despite the situation, "Look at me. We're gonna be okay... you can rest now."

Three closed her eyes trying not to let go of the mental connection. For a brief moment she thought, if she could just hold onto this... maybe. But there was no maybe. No matter how much she didn't want to lose Stark the connection vanished. The next thing she heard was Pepper sobbing as she looked up. Tony Stark was gone.

Three knelt down and looked down hating the void left behind where Tony's mental connection was. They had won but at a terrible price. She didn't notice the others kneeling as a show of respect towards Tony, and she wasn't sure how long she knelt there either. She kept replaying the battle and trying to see where she went wrong. She should have slit the purple bastard throat right when she jumped on his back, Tony would still be here if she had. She hadn't heard anyone move or anything, but now her head was throbbing a little. She tried to shake it off and wallow in her grief for a bit. Still, the pain increased as she figured she must have hit her head when Thanos threw her off. Three knew enough time had passed because she could hear a helicopter and sirens in the distance. They must have been there a good fifteen or so minutes after Thanos was defeated.

"I'm sorry... but I need the time stone." A man said apologetically, he had not wanted to be the one to break this silence. Still, how could someone ask for something in a time like this?!

"No, I promised the stones would be returned." Banner interjected. Three got to her feet as she looked up to see Banner arguing with the one Tony described as Doctor Strange.

"And they will be..." The rest of the conversation was lost on her as Bucky came into view, and he pulled her into his arms. She sighed relieved to hug him tightly and not be released. Yet the painful throbbing was growing as she closed her eyes. A concussion maybe? It was all made worse by Banner wanting to know why Strange wanted the time stone.

"Look we just lost Tony and I promised those stones would be returned to their correct times."

"And I am telling you if we don't hurry... we will lose a third Avenger." Strange pointed out, then looked to Wong who gave Pepper an apologetic look as he knelt by Tony to get the Time Stone. Meanwhile, another blonde-haired guy in a red jacket looked around then looked to Strange.

"None of us are injured." He said gesturing around them. It was true some were beaten and battered, but not severely injured to the point of dying. This talking along with all the other noises of people's thoughts were getting to be too much as Three winced.

"What is it doll?" Bucky whispered to her.

"Nothing, just my head hurts a little. I must have hit my head..." Three replied. Just a headache was all...growing into a damn migraine! She closed her eyes and rubbed her temples trying to alleviate the pain. However, after a moment she noticed everyone had grown eerily quiet. Wondering what was going on she looked up to find the other Avengers looking at them—well more specifically her!

"Katrina Barnes, I need you to remain calm." Doctor Strange said gently confusing her even more.

"What?" Three asked as Bucky's arms tightened around her.

"What do you mean?!" Bucky asked wanting to protect her, but Strange kept his eyes on Three.

"She told you to focus on strengthening your powers, didn't she? I didn't catch all of the conversations when I looked into the future, but I can guess what she told you."

"What who told her?" Bucky asked still holding Three as the migraine turned to sharp spikes of pain.

"Moira," Daisy answered realizing who Strange was referring to then looked to Three as she gasped gripped her head.

"I—I just have a—AHHH!" Three had started to say she just had a headache, but it was like an avalanche of pain. Connections that had been lost and severed then reattached repeatedly! Then losing Nat... followed by Tony was the straw the broke the proverbial camel's back. The pain spiked to a whole new level as if her own powers were attacking her own mind! Bucky caught her before her legs gave out.

"Get the stone," Strange said to his friend. Meanwhile, Tess and Myra had come up from the containment module once things had died down with some SHIELD agents.

"I'm working on it!" Wong replied.

"Mommy?" Tess called scared now for a whole different reason.

"Get her back," Bucky called back to Myra who held onto Tess tightly. Then he looked to his wife, "Look at me doll. Stay with me!"

"Mommy!" Tess started crying and trying to get away from Myra to get to her mom. Bucky was forced to lower her to the ground unsure of what to do and panicking himself. Finally, Wong pried the stone from the gauntlet and gave it to Strange, but all this went unnoticed to Three. There was just too much going on for Three to think clearly. She heard Bucky telling her to stay with him, and heard Tess' cries. Then amidst the crowd, she saw her, once more Moira moved amongst the heroes unnoticed except for by Three. The older Japanese woman moved closer still wearing that suit-dress as if she was going to a board meeting. with a pained and remorseful look on her face, she came to kneel by her daughter.

"Mom..." Three managed. Moira smiled down at her and touched her shoulder. It was strange for years Three believed her mother had some ulterior motive or plan, but now she saw that wasn't the case. The look on Moira's face was what got Three, it was a look as if Moira was here to say goodbye. There were tears in her eyes as she looked at Three, and she opened her mouth to stop Moira. Suddenly she didn't want her mom to leave, there was so much she wanted to say to her and it felt like time had just run out.

"Shhh, it's alright. You don't need to say anything." Three looked stunned then started to shake her head. She couldn't get her voice to work so she thought instead.

'What do you mean? I thought-'

"Hush now." Moira smiled and shook her head as she stroked Three's cheek, "You will be alright that's what matters. You're safe now." Moira looked to Bucky watching him trying to get Three's attention, then looked back at her daughter. "It's time for me to go. You don't need me anymore."

Moira leaned down kissing Three's forehead and with that smiled and faded away. "Mom..." Three called out and tried to reach for her but Bucky took her hand instead. Worry etched into his face, but she couldn't hear his words. Everything was muffled.

"I need you to step aside Sergeant Barnes." Doctor Strange said as he moved closer, but Bucky was hesitant to leave Three's side. He didn't know what was happening but was worried as his wife's nose began to bleed. "I can save her but I need you to move before it's too late..."

"Mommy!" Tess was screaming and struggled lose of Myra, only to be picked up by Coulson. "Let me go, Uncle Coulson! Mommy!"

Bucky looked down at his wife, then to Strange and back before he made a snap decision. In that instance, he moved aside even if it hurt to leave Three and moved to help contain Tess. Meanwhile, Three didn't understand why Bucky left her side. First Moira left than him? Was everyone going to leave her? She reached out for him and Tess, then her vision was blurring as a green glowing light encased her. A second later everything went black.

Author's Notes:

First off Thank you all for the lovely reviews. As always I love hearing from you guys.

Also sorry for the delay, I wanted to wait until Season 7 of Agents of SHIELD ended which sadly is the last season unless picked up by Disney+. It helped me clarify some things for this chapter and for those fans you know why Sousa and Kora are there. Obviously, in previous chapters, I couldn't really elaborate much on what the SHIELD agents did other then say they were in a diverged timeline with some time-travel shenanigans. So now I am able to type freely when it involves them. Also, I had several versions of this battle written out and had to pick one or splice in elements from each version so it took a while.

Anyway onto said chapter...

First off you might notice that I purposely did not put Kat with Steve, Tony, and Thor. I felt it would be too Mary Sue to have her be in that group fighting Thanos at the very beginning. After all, she is not a core Avenger meaning she has not been an Avenger at the very beginning. That moment felt solely meant for Thor, Steve, and Tony. Putting her in there would be wrong. Even a version where I wrote her there just felt wrong. So the other options were put her by herself, put her with Barton, or put her with Banner, Rhodey, and Rocket. Again other versions were written: By herself, she would be facing Outriders, with Barton she would be helping to keep the gauntlet from them but that seemed also harder to do in some scenes. So in the end I choose to put her with Banner, Rhodey, and Rocket where she would be the most useful. In the movie, it did seem Rhodey needed extra help as his leg harness was damaged and so Kat could fix the issue.

Then of course there's the cavalry arriving just when it all seemed lost, and no I don't just mean Melinda May. Yes, the SHIELD agents were there including season 7 characters that came back with them. Come on who honestly thought I would leave them out? They are there to kick but and make Thanos cry. And we have a little runaway that slipped in too. I knew at the very beginning I wanted Tess to at least briefly meet Tony Stark because obviously that not happening later. So yes Tess got away from Myra wanting to see her mom. It also led to some amusing dialog between Myra, Sousa, and Kora.

Obviously, during the battle Kat's singular focus is getting to Thanos and making him suffa, so the first time around she eager to join Wanda in messing him up. I even wrote a scene where she is attacking Thanos' mind while Wanda works him over with that red magic, but again it felt wrong. As much as Kat would focus on Thanos I didn't think it worked right, so instead Proxima Midnight got in the way and learned that was a big mistake. When I got the idea of her going up against Proxima Midnight who in the previous movie she went up against Okoye, Nat, and Wanda. I then remembered what Nat said to her at the train station scene: 'We don't want to kill you, but we will if we have to.' I just fell in love with the idea of showing how different Kat is and how ruthless she can be. In short, Proxima was facing enemies in Infinity War that would show restraint, this time she was facing someone that would not hesitate to kill her outright for getting in the way.

In the next scenes, she is obviously reunited briefly with Bucky before being called to the ladies' night out. Yeah I had to include her in certain things and that included 'Ladies' night' But eventually she would want another crack at Thanos and so got a lift from Valkyre. At long last, she finally gets to attack Thanos' mind and tries to stop him from using the gauntlet. Obviously in the end the result is the same with Tony sacrificing himself to destroy Thanos. Now before people whine that she takes away from Stark's death, she merely helped him sit comfortably and had a brief mental conversation before backing off. They had become friends, after all, she did not detract from that. As for what happens afterward it was not Stark dies and she immediately is in pain. A good amount of time passes and ambulances, helicopters, and such are arriving. So please spare me if you are going to complain that I took away from that. I mean I am filling in what the movie does not show. Immediately after Stark dies the movie shows different celebrations going on with Tony's voice talking. We do not get to see the immediate aftermath after Pepper is crying and everyone is kneeling and showing respect (Entended scene). In fact, Tony's death had a far greater impact in this story than you realize, and Kat's mere presence doesn't take away or make his death less important. I hope that everyone accepts that, and for those that will complain too bad. My story, I'm writing it.

As for what is happening at the end with Kat I would love to hear your thoughts on it. Obviously in the next chapter more will be revealed.

For now, I hope you enjoyed this chapter and would love to hear from you and read your reviews.

Thanks,

Lesliezin