The universe is threatened by Thanos (Josh Brolin), a powerful entity that's determined to acquire omnipotence and bring balance everywhere by wiping out whole planets and civilizations. Hence, it's all-hands-on-deck for most of the Marvel superheroes determined to protect Earth and everyone else. Also with Karen Gillan, Elizabeth Olsen, Tom Holland, Chadwick Boseman, Scarlett Johansson, Chris Evans, Chris Hemsworth, Sebastian Stan, Linda Cardellini, Pom Klementieff, Zoe Saldana, Robert Downey Jr., Tom Hiddleston, Chris Pratt, Benedict Cumberbatch, Vin Diesel, Letitia Wright, Idris Elba, Danai Gurira, Paul Bettany, Jeremy Renner, Dave Bautista, Paul Rudd, Benicio Del Toro, Kerry Condon, Bradley Cooper, Jon Favreau, Gwyneth Paltrow, Peter Dinklage, Mark Ruffalo, Angela Bassett, Michael Douglas, Carrie Coon, Sean Gunn, Winston Duke, Anthony Mackie, Benedict Wong, Don Cheadle, Florence Kasumba and Jacob Batalon. Directed by Anthony & Joe Russo. [2:29]

SEX/NUDITY 2 - A husband and his wife kiss tenderly. A man and a woman kiss tenderly as another man watches.
► A woman touches a man's head and a stone in his forehead glows as glowing threads move toward her fingers and they embrace. A woman massages an unconscious man's arm as another woman describes his muscles.
► A man asks if an explosive is the "Blow off your junk kind."
► A woman wears shorts and a T-shirt that reveal bare legs and the outline of her breasts and nipples through the fabric; the outline of nipples is also seen in a woman's corset-type top. Women warriors wear chest plates that form to their breasts. Two women wear low-cut tops that reveal cleavage. A woman wears a tight-fitting outfit that outlines her figure.

VIOLENCE/GORE 7 - We hear distress calls indicating that space vessels are under attack and we see wreckage with bodies on the floor of the ship and flames burning nearby; one man is shown with blood on his face and mouth as his head is held by a very large alien who threatens to kill him, then presses a weapon against his temple (the man screams and his face glows but he is not killed) and another alien stabs someone in the background (we hear a grunt and a groan). A man is stabbed through the back (we hear a crunch and the blade pushes through his abdomen). A man tries to stab a very large alien in the chin and he is held by the throat until we hear a crack and he dangles in the alien's hand, dead. A very large alien stabs a man in the abdomen (we hear a crunch) and he dies. A woman slashes a very large alien on the neck and stabs him in the abdomen (we see blood pour from the neck wound) and he falls back seemingly dead. A very large alien throws a woman over a cliff and we see her on the ground with twisted limbs and blood on her face and around her head. A superhero is stabbed in the chest and we see a glowing outline of the wound. A very large alien pounds on the head of a man in a metal suit repeatedly; the suit breaks away and the man inside is stabbed through the abdomen (he drools blood). A woman points an energy beam at a man's forehead and another at a very large alien until the first man explodes and the woman is thrown.
► A woman made of metal and wires hovers over the floor and appears to be partially separated as a very large alien tortures her, by stretching the pieces farther apart as she screams in pain. A man is tortured by being shown hovering in the air surrounded by needles that stab him in the face causing his flesh to glow and he screams in pain.
► A teen boy clings to a man and pleads with him saying, "I don't want to go," as we see his face break into fragments and his eyes turn gray. Many people break apart into gray fragments and float into the air (seemingly dying).
► A planet is invaded and we see many inhabitants gunned down by invaders (in the background, as we hear screams and later see many motionless bodies); one invader takes a young girl aside and we understand that he kept her alive. Superheroes and others are swarmed by alien creatures that bite and pull at their limbs and completely cover them until another character sprays them with a charge that electrifies them and many of them explode. A space vessel moves toward wreckage and we see bodies floating; one body hits the vessel's windshield and opens one eye (he is retrieved and revives with a start). A woman made of metal and wires attacks a robot and we hear a crunch as it falls to the floor motionless. Many sharp-toothed aliens pour out of crashed transport vessels and charge toward a protective dome; many crash into the dome and are burned up while others push through and are burned as they move through the force field (we see bloody flesh); we see a battle sequence where men and women with spears fight with the creatures, explosives are dropped on them and superheroes fight with punches and kicks and throws. A very large alien throws a wizard and he hits his head hard on a rock (we see blood on his face). A very large alien is struck by an ax to the chest (he screams and we hear a crunch).
► A hole is blown in the side of a space vessel and an alien is sucked through the hole and out into space (we see his face frozen as he floats away); another character is nearly sucked out and a superhero uses his webbing to hold onto him. A very large alien throws many superheroes and they crash motionless as he blows up a distant moon and brings the debris crashing down on them. A superhero tackles a very large alien and they fight slamming each other into walls until one is thrown to the ground motionless (we see him OK later). An alien and a man fight over a stone and one tries to break the stone out of the other's head using a large blade. A woman fights with an alien with a bladed weapon and she flies away to retrieve a wounded man; as they fly away together they are struck by a blast of energy and fall from the sky. Large, spinning vehicles tear up the ground as they move through an area and several alien creatures are destroyed as they pass; an alien is destroyed by one vehicle and blue fluid is shown splattered on a superhero's face. A superhero fights an alien and one rips the other's arm off (we don't see blood), and one is thrown into a force field that causes him to explode. Two aliens attack several superheroes and one is thrown into a car while others are pelted with thrown cars, trees, lamp posts and rubble; a wizard is wrapped with what looks like vines and he seems to fall unconscious before managing to fly away and break free. A hole opens and when an alien reaches through it and the hole closes severing the alien's arm (we see the severed arm on the ground with a glowing ring around the cut). An alien throws a bladed weapon and a superhero catches it before three superheroes fight with two aliens (the aliens are beamed up to a vessel). A very large alien steps on a man's chest and threatens him, then throws him into a glass chamber. A man with a knife charges toward a very large alien and shouts, "He pays for the deaths of my wife and daughter," until a woman touches his head and puts him to sleep (he falls with a thud). A very large alien grabs a woman as he shoots a man, turning him into blocks that fall to the floor and a woman that turns into what looks like a jack-in-the-box puppet. A man points a gun at a woman and pulls the trigger (bubbles are released and no one is harmed). A man is clamped into a metal framework and another piece wraps around his mouth immobilizing him. A very large man with hands forged of metal punches another man (he is thrown). A man holds open a passage to allow a forge to be lit and he is blasted with a wall of flames (we see him with charred skin later but he is eventually OK). A large piece of a structure is dropped onto a very large alien, webbing is splattered onto his eyes after he emerges, an explosive is detonated on his back, a superhero hops around him kicking and punching him before the alien catches the superhero and slams him to the ground; a woman jumps on his shoulders and touches his head putting him to sleep briefly. A teen tree stabs several creatures through the chest with a long limb.
► A space vessel explodes as the camera pulls away and we assume that passengers on board all die. A beam of energy crashes through the roof of a house and a flight of stairs leaving holes in the structure and we see a man lying in the rubble and covered with debris (he's OK). We hear a loud noise and see people running through streets screaming before seeing a giant vessel hovering over a city; a car crashes into a lamp post, and a building is shown in flames in the distance. A giant space vessel crash-lands on a planet's surface and it breaks apart (the passengers are OK later). A superhero falls off a giant vessel as he struggles to breathe when it leaves the atmosphere. Large transport vessels crash onto a planet's surface and some crash into a protective dome; we later see many sharp-toothed creatures pour out of the vessels.
► A woman throws a bowl of food at a stone chair. A man places a robotic eye in his empty eye socket (we see the empty hole and hear squishing as he pushes the eye in). A teen tree character creates a handle for an axe using one of his limbs and cuts the piece off his arm (there's no blood or sap). A helicopter spins out of control and crashes into a building just after a car swerves out of control and nearly crashes into another car on a street below.
► A superhero jumps through a school bus door and swings from webs across a bridge toward an alien vessel. A man swings a rope with a small orb containing a raccoon around as the raccoon yells. A helicopter spins out of control and crashes into a building just after a car swerves out of control and nearly crashes into another car on a street below. A man is shown missing an arm and he is presented with a mechanical arm. A man hovers in the air and appears to be in a trance.
► A woman pleads with a man to kill her if an alien gets her and he reluctantly agrees. A teenage boy on a bus screams, "We're all going to die" when he sees an alien vessel in the sky. A man talks about having a dream where he has to urinate and struggles to remove his pants, and then wakes up actually having to urinate. A woman yells at a man through a communication device. A man and a teen boy argue. A woman describes an alien as having killed people planet by planet. A man talks about his half-sister having stabbing him in the eye and that he had to kill her. Two men bicker in several scenes. A raccoon tells a teenage tree creature that he should stop playing a video game because it'll, "Rot your brain." A man asks if an explosive is the "Blow off your junk kind." A woman tells a very large alien, "You murdered half the planet." A man talks about his dead father, brother and sister. A raccoon tells a man that he should have washed a mechanical eye off before using it because he had to hide it someplace unclean (he does not elaborate).

LANGUAGE 4 - A man says to "chill the F-out," a man utters an incomplete F-word derivative (mother...) after the credits, 1 obscene hand gesture, 9 scatological terms, 6 anatomical terms, 8 mild obscenities, name-calling (worst brother, squidward, fat, freak, magical [anatomical term deleted], bastards, stupid, the god man, gross, idiot, morons, fool), exclamations (oh boy, what the heck), 9 religious exclamations (e.g. Oh My God, I Swear To God, Jesus, Oh God).

SUBSTANCE USE - None.

DISCUSSION TOPICS - Overpopulation, genocide, power, failure, experience, promises, surprises, revenge, vengeance, rage, fate, the fate of the universe, legendary places, reality, sacrifice, disappointment.

MESSAGE - Great power, and the pursuit of even greater power, does not come with great responsibility or even a modicum of sanity and empathy.