A/N: All right guys, so I know I'm supposed to be writing chapters for my other fics, but I had this idea in my head for an Infinity War AU fic that I couldn't stop thinking about. I felt that many story arcs in the film did not live up to their potential and wanted to explore what could have been, preferably with a little more humor and a little less death.

This story will mainly feature Valkyrie, Bruce, Loki, Thor, Heimdall, Doctor Strange, and a rotating cast of the newer Avengers. It picks up right after the end of Thor: Ragnarok. Hope you enjoy! More to come soon.


Valkyrie stared out the ship's window at the vast expanse of space, thinking about reflections. With the fluorescent lights of the escape vessel halls behind her, she saw her own face staring back with a bellicose expression. While she did not look much different than she had in her time on Sakaar, she felt as though she'd lived another thousand years in the past two days. She'd gone from eking out a life in that horrible, lawless place to facing her worst enemy head on. While she hadn't been able to drive a knife into Hela's heart, she took satisfaction in knowing the old hag had burned with the rest of Asgard. It was the only thing she could be grateful for at the moment.

The pain from watching her first home disappear into nothing more than space shrapnel was still too fresh. She had observed the Asgardians over the past few days as they waited in lines for medical attention and food rations. Everyone had the same shell-shocked, blank expression, the same limp mouths, and the same angry eyes. Even Loki, who, in Valkyrie's time knowing him had always sought out distraction and trickery to distract him from his pain, had become rather reclusive, emerging only for meals or to converse with their king. If Valkyrie hadn't known better, she'd have said Loki was plotting, but the look in his eyes was a bit too far away and vacant to have been generating a plan to turn any tides. It was safe to assume that he was instead indulging his proclivity for community theater and crafting a melodrama that would tell the story of the immigration of Asgardians to a new planet. From how he explained his last theater production, Valkyrie imagined this one would be just as shamelessly self-aggrandizing.

At least that would be a viable coping strategy. Although, from this perspective, perhaps Thor was the worst off of them all, for he had none. Having lost his home, his parents, his sister, and his eye, he was not processing the grief in any expected way. In fact, his attitude had become rather blase.

"What'll happen will happen. I make mistakes all the time, but everything seems to turn out fine in the end," he had taken to saying. At this, Valkyrie would always exchange a glance with the Hulk, who shared her view that Thor might be a great warrior and king, but he was frankly terrible in the aftermath of a crisis. Loki was the planner, the strategizer, the "get up when we are beaten down" type, but he wasn't offering any concrete suggestions at the moment.

Valkyrie was on the verge of having to do something drastic. She still served the throne, of course, and something had to be done about the plan for their people. What if Earth refused them entry? What if they came across something on their journey that posed a threat? What if they were attacked by space pirates? She wasn't sure if the latter existed, but the Grand Master had always threatened the scrappers with a looming dread of them; it was an effective way to keep scrappers (the only Sakaarians with regular access to commercial ships strong enough to exit the planet's atmosphere) from running away.

Someone had to be looking out for Asgard's safety, otherwise they'd meet a terrible end that would overwrite all they had endured to survive Ragnarok. Valkyrie didn't like when things were all for naught; it had happened to her too many times before. She wasn't keen on a repeat.

She blinked, bringing her wandering thoughts back into orbit, and looked again out the window. But what she saw now wasn't the reflection of her own face.

It was the side of a gigantic ship.


Even though Thor and Loki had been having a rather terrible week, it occurred to them that they couldn't afford to relax. They were now solely in charge of finding a safe haven for the Asgardians, and while Heimdall had been able to set their ship on course, there was more to worry about on their exodus than mere navigation. Namely, what to do when they reached Midgard.

From Loki's point of view, although he and Thor may have come to a partial truce, he did not mean to stay on Midgard with everyone for long. The initial plan was to bring about a peace between Loki and the Avengers, ensure Asgard would be welcomed using his silvertongue, and then he would leave in his own ship to make his way across the universe on his own. The Commodore, a ship they had permanently borrowed from the Grandmaster, would do nicely.

"It's what's best for everybody," Loki was saying to Thor as they stood in front of the window in the captain's quarters. "It's foolish for me to stay on Midgard. They hate me there. If we're honest, I don't really belong. Besides," he clasped his hands behind his back, "the longer you and I stay together, the more likely it is that I'll try to kill you in the middle of the night."

Thor just laughed at this, though his eye still held the faintest glimmer of doubt. Regardless of whether he actually would attempt fratricide now, Loki still enjoyed keeping that tiny bit of concern on the table. Maybe he was reformed, maybe not. He found certainties boring, especially when it came to trust.

"Look, Thor. You'll make a great king, and you'll have a better time leading them if I'm not here to make you nervous. You won't be looking over your shoulder for me to do something nefarious, which I, in all honesty, very well might."

"I appreciate that, but it doesn't have to be that way. You could stay."

"What is here for me?" Loki asked seriously. "I cannot rule, I once tried to massacre my true race, which I doubt they'd forgive me for, I do not have a home to return to, and our people will never trust me-"

"What makes you think I trust you?" Thor interrupted, gesturing between the two of them. "Should I not be the one who trusts you the least?"

Loki spread his hands, palms up. "Hey. I did come back. I could have been halfway across the galaxy by now. But I'm here." There was a pause, and then he shrugged unapologetically. "That's about as close to being trustworthy as I can get."

Thor accepted this with a gruff nod. "Even so, you and I are family and, while I live, I won't stop saving a place here for you. Besides, you forget that in the years to come, if I meet my end, the only heir remaining would be you."

Loki smiled. "Are you seriously suggesting that I could ever qualify as a rightful king? I know I ruled as Odin, but that was different. All I did was keep the people distracted and happy; I did not conquer or pillage, I did not rule as any true Asgardian would have. And that's because I'm not Asgardian, Thor. Why can't you understand that?"

"Enough." Thor moved to stand directly in front of his brother, blocking most of Loki's view out the window. The king's solitary eye was wide and intense with sincerity. "How many different ways do I have to show it? I've tried again, and again. Maybe just telling you outright is better: I don't care that you're Jotun. I just never got the chance to explain that. To talk with you. You didn't let me. You jumped straight to conclusions that night when I destroyed the Bifrost. Why can't you accept that your parentage changes nothing about the bond between us? Father saw it, Mother saw it, even I did, and I am not nearly as smart as you. There is no illusion here, save the one you make to punish yourself. What must I do to prove it to you?"

Loki sighed. He really did not want to have this discussion right now. How he felt was irrelevant, if he and Thor were always to disagree anyway. Some scars are too painful to confront. He decided to change the subject instead.

"Please, be realistic. You wouldn't want me to rule Asgard. You saw how it was going before. You even said the realms were in chaos."

"That's actually another thing I wanted to ask about." Thor crossed his arms in a casual, conversational gesture and leaned his back against the glass. "Don't get me wrong, I'm still very angry at you for letting me think you were dead. Again. But, just between the two of us, what exactly were you doing all that time? And don't say commissioning a huge statue of yourself or directing community theater. You may thrive on preserving outward appearances, but I'm not stupid. More goes on in that head than you let on."

For once, this was an answer Loki didn't have to fabricate. He was just surprised Thor had seen through the act of aimlessness he'd set up while masquerading as Odin. He was secretly pleased his brother had managed to keep up. Perhaps it was time to reward him with some honesty. He expounded, beginning to pace as he talked, unable to conceal the slightest proud smile.

"During my rule, I kept the people oblivious and trusting. Convinced them to love me after my heroic death. But all that was just spite; I know how much Odin would have hated my being revered. I did the real work while they weren't paying attention. Surely you have heard the rumors about the scourge of the universe. The infinity stones." Here, he stopped pacing and shot a meaningful look at Thor, who regarded him with a narrowed eye.

"The debacle with the tesseract sticks in the memory. A bit."

"Well, I wasn't going to just leave a precious infinity stone sitting in our vaults waiting for Thanos to come find it. I was preparing for the next war. I know you and Sif saw it coming too, and you both left in pursuit of answers. Believe me, I was happy to send you off."

"Why?"

"I brought about Thanos' hunger for the Tesseract, and I felt I should bear the sole responsibility for it. I had a plan, you just never asked."

"You do like to keep people in the dark about your plans," Thor observed, though not unkindly. "I used to complain to Father about it, but he seemed to find your secrecy endearing."

Loki lifted an eyebrow. "Did he? I never got the impression he respected anything about me. Perhaps it's escaped your notice, but our Father's lies were his only lasting legacy. His lies were my only birthright."

"If you remember, brother, he put you on the throne while I was banished. We were both raised to be kings."

"No, I was raised as a pawn," Loki snarled, gazing up past Thor's shoulder at the smoldering stars. "What did Father-"

He froze mid-snarl. Something was rising out of the darkness outside the window. Something massive, ominous, and familiar. He stared open-mouthed at what was now in view outside the window. Thor, oblivious, stood waiting for an answer, but Loki's mind was light-years away, spinning and skipping with panic. Whatever he was going to say was long forgotten. Something far worse had taken precedence. He was glad his hands were still clasped behind his back, because for the first time in many long years, they were shaking.

When the elapsed silence became too long to justify as merely thinking, he rephrased quietly, "What did Father always say to the two of us?"

Thor, who had finally realized something was wrong, turned to see where Loki was looking. To see what he was looking at. And then comprehension dawned and he muttered, "A wise king never seeks out war…"

They finished together, "...but must always be ready for one."