Download X-Men Origins: Wolverine

In 1845, James Howlett (Troye Sivan), a young boy living in Canada, sees his father killed by groundskeeper Thomas Logan. The trauma activates the boy's mutation: bone claws protrude from his hands, and he kills Thomas, who reveals that he is James' real father. James flees along with Thomas' son Victor Creed, who is thus James's half-brother. They spend the next century as soldiers, fighting in the American Civil War, both World Wars, and the Vietnam War. In 1975, Victor kills a senior officer. James defends Victor and the two are sentenced to execution by firing squad, which they survive. Major William Stryker approaches them, now in military custody, and offers them membership in Team X, a group of mutants including Agent Zero, Wade Wilson, John Wraith, Fred Dukes, and Chris Bradley. They join the team for a few years, but the group's disregard for human life causes James to leave.

Six years later, James, now using the alias Logan, works as a lumberjack in Canada, where he lives with his girlfriend Kayla Silverfox, a schoolteacher. Stryker and Zero approach Logan at work. Stryker reports that Wade and Bradley have been killed, and he thinks someone is targeting the team's members, the team having long since disbanded. Logan refuses to rejoin Stryker, but after finding Kayla's bloodied body in the forest, Logan finds Victor at a local bar and loses a fight to him. Afterward, Stryker explains that Victor has gone rogue (Victor had killed Bradley at his home in Springfield, where he was working in a carnival) and offers Logan a way to become strong enough to get his revenge. Logan undergoes a painful operation to reinforce his skeleton with adamantium, a virtually indestructible metal. Once the procedure is complete, Stryker attempts to betray Logan by ordering that his memory be erased, but Logan escapes. A kind elderly couple take him in, but Zero kills them. Logan kills Zero and swears to kill both Stryker and Victor.

Logan locates John and Fred, Fred explaining that Victor is still working for Stryker, hunting down mutants (among them teenager Scott Summers) for Stryker to experiment on at his new laboratory, known as "The Island". Fred mentions Remy "Gambit" LeBeau, who escaped from the island and therefore knows its location. John and Logan find LeBeau, then both fight Victor, who kills John and extracts his DNA. Agreeing to help release mutants that Stryker has captured, Gambit takes Logan to Stryker's facility on Three Mile Island. Logan learns that Kayla is alive, having conspired with Stryker to keep tabs on him in exchange for her sister's safety. However, Stryker refuses to release her sister and denies Victor the adamantium bonding promised for his service. Stryker activates Wade, now Weapon XI, a "mutant killer" with the powers of multiple mutants: Logan's healing power, John's teleportation, Summers' energy blasts, and Wade's swordsman skill; Bradley's electropathy was used to enable Stryker to control him completely. Stryker refers to Weapon XI as the "Deadpool".

While Logan and Victor fight Deadpool, Kayla is wounded leading the Island's captive mutants to safety; the mutants are subsequently rescued by Professor Charles Xavier. Logan decapitates Deadpool, destroying one of the cooling towers in the process. Stryker arrives and shoots Logan in the head with adamantium bullets, rendering him unconscious. Before he can shoot Kayla, she grabs him and uses her mutant power to persuade him to turn around and walk away until his feet bleed. Logan regains consciousness but has lost his memory; he sees Kayla's body but does not recognize her.

In a mid-credits scene, a weary Stryker is being detained for questioning by some MPs in connection to the death of his superior, General Munson (whom Stryker did in fact kill earlier after Munson's declaration of his intent to shut down the former's project).

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Download The Incredible Hulk

At Culver University in Virginia, Gen. Thunderbolt Ross meets with Dr. Bruce Banner, the colleague and lover of his daughter Betty, regarding an experiment that is meant, Ross claims, to make humans immune to gamma radiation. The experiment—part of a World War II era "super soldier" program that Ross hopes to recreate—fails and exposes Banner to huge amounts of gamma radiation. This has the effect of causing Banner to transform into the Hulk for brief periods of time, whenever his heart rate rises above 200. The Hulk destroys the lab and injures or kills the people inside. Banner becomes a fugitive from the U.S. military and Ross in particular, who wants to weaponize the Hulk process.

Five years later, Banner works at a bottling factory in Rocinha, Rio de Janeiro in Brazil, while searching for a cure for his condition. On the Internet, he collaborates with a colleague he knows only as "Mr. Blue", and to whom he is "Mr. Green". He is also learning meditative breathing techniques from a martial arts expert to help keep control, and has not transformed in 158 days. After Banner cuts his finger, a drop of his blood falls into a bottle, and is eventually ingested by an elderly consumer in Milwaukee, Wisconsin, creating medical complications and eventually killing him. Using the bottle to discover Banner's location, Ross sends a SWAT team, led by Russian-born British Royal Marine Emil Blonsky to capture him. Banner transforms into the Hulk and defeats Blonsky's team. After Ross explains how Banner became the Hulk, Blonsky agrees to be injected with a small amount of a serum developed as part of the same operation, which gives him enhanced speed, strength, agility, and healing, but also begins to deform his skeleton and impair his judgment.

Banner returns to Culver University and reunites with Betty, who is dating psychiatrist Leonard Samson. Banner is attacked by Ross and Blonsky's forces, tipped off by the suspicious Samson, causing his transformation into the Hulk. The ensuing battle in a courtyard outside the university proves to be futile for Ross' forces and they eventually retreat. But Blonsky, whose sanity is starting to falter, boldly attacks and mocks the Hulk. The Hulk dispatches Blonsky and flees with Betty. After the Hulk reverts to Banner, he and Betty go on the run and stay in a motel for the night and plan to make love but give up at last because his heart rate monitor is beeping frequently. Banner contacts Mr. Blue, who urges them to meet him in New York City. Mr Blue is actually cellular biologist Dr. Samuel Sterns, who tells Banner he has developed a possible antidote to Banner's condition. After a successful test, he warns Banner that the antidote may only reverse each individual transformation. Sterns reveals he has synthesized Banner's blood samples, which Banner sent from Brazil, into a large supply, with the intention of applying its "limitless potential" to medicine. Fearful of the Hulk's power falling into the military's hands, Banner attempts to convince Sterns to destroy the blood supply. Blonsky is revealed to have survived his injuries from the previous battle and has completely healed. He joins Ross' forces for a third attempt take Banner into custody. They succeed and Banner, along with Betty, are taken away in Ross' helicopter.

Blonsky stays behind and forces Sterns to inject him with Banner's blood, as he covets the Hulk's power. Sterns warns that the combination of the super-soldier formula and Banner's blood may cause him to become an "abomination". Unconcerned, Blonsky forces Sterns to administer the blood and a gamma charge. The experiment mutates Blonsky into a creature with size and strength surpassing that of the Hulk, but drives him to become angry like the Hulk. Abomination then attacks Sterns, who gets some of Banner's blood into a cut on his forehead causing it to mutate him. Abomination then rampages through Harlem. Unlike Hulk, Abomination cannot revert back to normal Blonsky state.

Realizing that the Hulk is the only one who can stop Abomination, Banner convinces Ross to release him. He jumps from Ross' helicopter and transforms after hitting the ground. After a long and brutal battle through Harlem, the Hulk defeats and nearly kills Abomination by choking him with a huge chain, relenting only after Betty's plea to spare him. After having a small, peaceful moment with Betty, the Hulk flees from the scene, and escapes from New York.

A month later, Banner is in Bella Coola, British Columbia. Instead of trying to suppress his transformation, he is attempting to transform in a controlled manner. As his eyes turn green, a smile appears on his face.

In a post-credits scene at a local bar, General Ross is approached by Tony Stark, who reveals that a "team" is being formed.

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Download Iron Man

Playboy, philanthropist, and genius Tony Stark, who has inherited the defense contractor Stark Industries from his father, is in war-torn Afghanistan with his friend and military liaison, Lieutenant Colonel James Rhodes to demonstrate the new "Jericho" missile. The convoy is ambushed and Stark is critically wounded by one of his own missiles; he is captured and imprisoned in a cave by the terrorist group the Ten Rings. An electromagnet grafted into Stark's chest by fellow captive Yinsen keeps the shrapnel shell shards that wounded him from reaching his heart and killing him. Ten Rings leader Raza offers Stark freedom in exchange for building a Jericho missile for the group, but Tony and Yinsen agree Raza will not keep his word.

Stark and Yinsen secretly build a powerful electric generator called an arc reactor, to power Stark's electromagnet, and then begin to secretly build a suit of armor powered by the reactor, to escape. Although they keep the suit hidden almost to completion, the Ten Rings attack the workshop when they discover their intentions. Yinsen sacrifices himself to divert them while the suit powers up. The armored Stark battles his way out of the cave to find the dying Yinsen, then an enraged Stark burns the Ten Rings weapons and flies away, only to crash in the desert, destroying the suit. After being later rescued by Rhodes, Stark returns home and announces that his company will no longer manufacture weapons. Obadiah Stane, his father's old partner and the company's manager, advises Stark that this may ruin Stark Industries and his father's legacy. In his home workshop, Stark builds an improved version of his suit, as well as a more powerful arc reactor for his chest. Personal assistant Pepper Potts places the original reactor inside a small glass showcase. Stane requests details but Stark keeps his work to himself.

At a charity event held by Stark Industries, reporter Christine Everhart informs Stark that his company's weapons, including the Jericho, were recently delivered to the Ten Rings and are being used to attack Yinsen's home village, Gulmira. Stark also learns Stane is trying to replace him as head of the company. Enraged by these revelations, Stark dons his new armor and flies to Afghanistan, where he saves Yinsen's village. While flying home, Stark is shot at by two F-22 Raptor fighter jets. He phones Rhodes and reveals his secret identity in an attempt to end the attack. Meanwhile, the Ten Rings gather the pieces of Stark's prototype suit and meet with Stane, who subdues Raza with a sonic device and has the rest of the group eliminated. He has a new suit reverse engineered from the wreckage. Seeking to find any other weapons delivered to the Ten Rings, Stark sends Pepper to hack into the company computer system from Stane's office. She discovers Stane has been supplying the terrorists and hired the Ten Rings to kill Stark, but the group reneged. Potts meets with Agent Phil Coulson of S.H.I.E.L.D., a counter-terrorism agency, to inform him of Stane's activities.

Stane's scientists cannot duplicate Stark's arc reactor so Stane ambushes Stark at home and takes his arc reactor. Stark manages to crawl to his lab, break the showcase, and plug in his original reactor. Potts and several S.H.I.E.L.D. agents attempt to arrest Stane, but he dons his suit and attacks them. Stark fights Stane, but is overmatched without his new reactor to run his suit at full capacity. Stark lures Stane atop the Stark Industries building and instructs Potts to overload the large arc reactor there. This unleashes a massive electrical surge that knocks Stane unconscious, causing him and his armor to fall into the exploding reactor, killing him. The next day, at a press conference, Stark admits to being the superhero the press has dubbed "Iron Man".

In a post-credits scene, S.H.I.E.L.D. Director Nick Fury visits Stark at home, and, noting Iron Man is not "the only superhero in the world", says he wants to discuss the "Avengers Initiative"

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Download The Dark Knight Rises

Eight years after Harvey Dent's death, the Dent Act grants the Gotham City Police Department powers which nearly eradicate organized crime. Feeling guilty for covering up Dent's crimes, Police Commissioner James Gordon writes a resignation speech confessing the truth, but decides not to use it. Batman has disappeared; Bruce Wayne has become a recluse. Cat burglar Selina Kyle obtains Bruce's fingerprints from his home, kidnaps a congressman, then disappears. Selina hands Bruce's fingerprints to Phillip Stryver, an assistant to Bruce's business rival John Daggett, in hope of having her criminal record erased. Stryver double-crosses Selina, but she uses the congressman's stolen phone to alert the police to their location. Gordon and the police arrive to find the congressman, then pursue Stryver's men into the sewers while Selina flees. A masked man called Bane captures Gordon. Gordon escapes and is found by John Blake, a once-orphaned patrol officer who has deduced Batman's true identity from their similar backgrounds. Gordon promotes Blake to detective, with Blake reporting directly to him.

Wayne Enterprises is unprofitable after Bruce discontinued his fusion reactor project when he learned that the core could be weaponized. Later, Bane attacks the Gotham Stock Exchange, using Bruce's fingerprints in a transaction that bankrupts Wayne. Alfred Pennyworth, concerned that Bruce has not moved on from being Batman, reveals to him that Rachel Dawes had intended to marry Dent before she died; Alfred then resigns in an attempt to dissuade Bruce. Fearing that Daggett, Bane's employer, would gain access to the reactor, Bruce asks Wayne Enterprises board member Miranda Tate to take over his company. After being promised the software to erase her criminal record, Selina agrees to take Batman to Bane, but instead leads him into Bane's trap. Bane reveals that he intends to fulfill Ra's al Ghul's mission to destroy Gotham with the League of Shadows remnant. He delivers a crippling blow to Batman's back, then takes him to a foreign, well-like prison where escape is virtually impossible. The inmates tell Bruce the story of Ra's al Ghul's child, born in the prison and cared for by a fellow prisoner before escaping—the only prisoner to have ever done so. Bruce assumes the child to be Bane.

Meanwhile, Bane lures Gotham police underground and collapses the exits. He kills Mayor Anthony Garcia and forces an abducted physicist, Dr. Leonid Pavel, to convert the reactor core into a nuclear bomb. Bane uses the bomb to hold the city hostage and isolate Gotham from the world. Using Gordon's stolen speech, Bane reveals the cover-up of Dent's crimes and releases the prisoners of Blackgate Penitentiary, initiating a revolution. The wealthy and powerful have their property expropriated, are dragged from their homes, and given show trials presided over by Dr. Jonathan Crane, where any sentence means likely death with exile forcing the defendants to walk across the frozen bay.

After months of recovery and re-training, Bruce escapes from the prison and enlists Selina, Blake, Tate, Gordon, and Lucius Fox to help stop the bomb's detonation. While the police and Bane's forces clash, Batman defeats Bane, but Tate intervenes and stabs Batman, revealing herself to be Talia al Ghul, Ra's al Ghul's daughter. Talia escaped the prison aided by her fellow prisoner and protector, Bane. She plans to complete her father's work by detonating the bomb and destroying Gotham, but Gordon blocks her signal, preventing remote detonation. Talia leaves to find the bomb while Bane prepares to kill Batman, but Selina kills Bane using the Batpod. Batman pursues Talia with The Bat, an aircraft developed by Fox, hoping to bring the bomb back to the reactor where it can be stabilized. Talia's truck crashes, but she remotely destroys the reactor before dying. With no way to stop the detonation, Batman uses The Bat to haul the bomb over the bay, where it detonates.

In the aftermath, Batman is presumed dead and is honored as a hero. With Bruce also presumed dead, Wayne Manor is left to the city to become an orphanage, and Wayne's remaining estate is left to Alfred. Fox discovers that Bruce had fixed The Bat's autopilot, and Gordon finds the Bat-Signal refurbished. While visiting Florence, Alfred witnesses Bruce and Selina together. Blake resigns from the police force and inherits the Batcave.

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Download Thor : The Dark World

Eons ago, Bor, the father of Odin, clashes with the Dark Elf Malekith, who seeks to destroy the universe using a weapon known as the Aether. After conquering Malekith's forces, including enhanced warriors called the Kursed, on their home world of Svartalfheim, Bor safeguards the Aether within a stone column. Unbeknownst to Bor, Malekith, his lieutenant Algrim, and a handful of Dark Elves escape into suspended animation.

In present-day Asgard, Loki stands imprisoned for his war crimes on Earth. Meanwhile, Thor, alongside warriors Fandral, Volstagg and Sif repel marauders on Vanaheim, home of their comrade Hogun; it is the final battle in a war to pacify the Nine Realms following the reconstruction of Bifröst, the "Rainbow Bridge" between realms, which had been destroyed two years earlier. The Asgardians soon learn that the Convergence, a rare alignment of the Nine Realms, is imminent; as the event approaches, portals linking the worlds appear at random.

In London, astrophysicist Dr. Jane Foster and her intern Darcy Lewis travel to an abandoned factory where such portals have appeared, disrupting the laws of physics around them. Separating from the group, Jane is teleported to another world, where she is infected by the Aether. Heimdall alerts Thor that Jane has moved beyond his near omnipotent sight, leading Thor to Earth. When Thor finds Jane, she inadvertently releases an unearthly force, and Thor returns with her to Asgard. Odin, recognizing the Aether, warns that the Aether will not only kill Jane, but that its return heralds a catastrophic prophecy.

Malekith, awakened by the Aether's release, turns Algrim into a Kursed and attacks Asgard. During the battle, Malekith and Algrim search for Jane, sensing that she contains the Aether. Thor's mother Frigga is killed protecting Jane, and Malekith and Algrim are forced to flee without Jane. Despite Odin's orders not to leave Asgard, Thor reluctantly enlists the help of Loki, who knows of a secret portal to Svartalfheim, where they will use Jane to lure and confront Malekith, away from Asgard. In return, Thor promises Loki vengeance on Malekith for killing their mother. With Volstagg and Sif stalling Asgardian soldiers and Fandral assisting their escape, Thor, Loki, and Jane bolt to Svartalfheim.

There, Loki tricks Malekith into drawing the Aether out of Jane, but Thor's attempt to destroy the exposed substance fails. Malekith merges with the Aether and leaves in his ship as Loki is fatally wounded while killing Algrim. Thor, cradling Loki in his arms, promises to tell their father of his sacrifice. Afterwards, Thor and Jane discover another portal in a nearby cave and reunite in London with Darcy, and Jane's mentor Dr. Erik Selvig — who was briefly institutionalized due to the mental trauma he suffered during Loki's attack on Earth. They learn that Malekith plans to destroy the universe and restore the Dark Elves to dominance by unleashing the Aether at the center of the Convergence in Greenwich. Thor battles Malekith through various portals and across multiple worlds until one portal separates them, leaving Malekith unopposed on Earth. Thor returns in time to help his mortal comrades use their scientific equipment to transport Malekith to Svartalfheim, where he is crushed by his own damaged ship.

Thor returns to Asgard, where he declines Odin's offer to take the throne and tells Odin of Loki's sacrifice. As he leaves, Odin's form transforms to that of a grinning Loki.

In a mid-credits scene, Volstagg and Sif visit the Collector and entrust the Aether to his care, commenting that, with the Tesseract already in Asgard, having two Infinity Stones so close together would be dangerous. As they leave, the Collector remarks, "One down, five to go." In a post-credits scene, Jane and Thor reunite on Earth, while somewhere in London a frost monster from Jotunheim, accidentally transported to Earth during the final battle, continues to run amok.

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Playboy, philanthropist and genius Tony Stark, who has inherited the defense contractor Stark Industries from his father, is in war-torn Afghanistan with his friend and military liaison, Lieutenant Colonel James Rhodes to demonstrate the new "Jericho" missile. The convoy is ambushed and Stark is critically wounded by one of his own missiles; he is captured and imprisoned in a cave by the terrorist group the Ten Rings. An electromagnet grafted into Stark's chest by fellow captive Yinsen keeps the shrapnel shell shards that wounded him from reaching his heart and killing him. Ten Rings leader Raza offers Stark freedom in exchange for building a Jericho missile for the group, but Tony and Yinsen agree Raza will not keep his word.

Stark and Yinsen secretly build a powerful electric generator called an arc reactor, to power Stark's electromagnet, and then begin to secretly build a suit of armor powered by the reactor, to escape. Although they keep the suit hidden almost to completion, the Ten Rings attack the workshop when they discover their intentions. Yinsen sacrifices himself to divert them while the suit powers up. The armored Stark battles his way out of the cave to find the dying Yinsen, then an enraged Stark burns the Ten Rings weapons and flies away, only to crash in the desert, destroying the suit. After being later rescued by Rhodes, Stark returns home and announces that his company will no longer manufacture weapons. Obadiah Stane, his father's old partner and the company's manager, advises Stark that this may ruin Stark Industries and his father's legacy. In his home workshop, Stark builds an improved version of his suit, as well as a more powerful arc reactor for his chest. Personal assistant Pepper Potts places the original reactor inside a small glass showcase. Stane requests details but Stark keeps his work to himself.

At a charity event held by Stark Industries, reporter Christine Everhart informs Stark that his company's weapons, including the Jericho, were recently delivered to the Ten Rings and are being used to attack Yinsen's home village, Gulmira. Stark also learns Stane is trying to replace him as head of the company. Enraged by these revelations, Stark dons his new armor and flies to Afghanistan, where he saves Yinsen's village. While flying home, Stark is shot at by two F-22 Raptor fighter jets. He phones Rhodes and reveals his secret identity in an attempt to end the attack. Meanwhile, the Ten Rings gather the pieces of Stark's prototype suit and meet with Stane, who subdues Raza with a sonic device and has the rest of the group eliminated. He has a new suit reverse engineered from the wreckage. Seeking to find any other weapons delivered to the Ten Rings, Stark sends Pepper to hack into the company computer system from Stane's office. She discovers Stane has been supplying the terrorists and hired the Ten Rings to kill Stark, but the group reneged. Potts meets with Agent Phil Coulson of S.H.I.E.L.D., a counter-terrorism agency, to inform him of Stane's activities.

Stane's scientists cannot duplicate Stark's arc reactor so Stane ambushes Stark at home and takes his arc reactor. Stark manages to crawl to his lab, break the showcase, and plug in his original reactor. Potts and several S.H.I.E.L.D. agents attempt to arrest Stane, but he dons his suit and attacks them. Stark fights Stane, but is overmatched without his new reactor to run his suit at full capacity. Stark lures Stane atop the Stark Industries building and instructs Potts to overload the large arc reactor there. This unleashes a massive electrical surge that knocks Stane unconscious, causing him and his armor to fall into the exploding reactor, killing him. The next day, at a press conference, Stark admits to being the superhero the press has dubbed "Iron Man".

In a post-credits scene, S.H.I.E.L.D. Director Nick Fury visits Stark at home, and, noting Iron Man is not "the only superhero in the world", says he wants to discuss the "Avengers Initiative".

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Download Spiderman 3

Peter Parker plans to propose to Mary Jane Watson, who has just made her Broadway musical debut. A meteorite crashes near the two in Central Park, and an extraterrestrial symbiote attaches itself to Peter's moped. While fleeing police, escaped prisoner Flint Marko falls into a particle accelerator that fuses his body with surrounding sand, allowing him to shapeshift at will as the Sandman. Peter's best friend, Harry Osborn, who knows Peter is Spider-Man and blames him for his father's death, attacks Peter using weapons based on his father's Green Goblin technology. Harry injures his head and suffers partial amnesia, forgetting that Peter is Spider-Man and his desire for revenge. During a festival honoring Spider-Man, Marko robs an armored car. NYPD Captain George Stacy tells Peter and Aunt May that Marko was Uncle Ben's killer, and Dennis Carradine was only an accomplice. While a vengeful Peter sleeps, the symbiote bonds with him. Peter wakes up hanging from a skyscraper. His costume has changed and his powers have been enhanced, but the symbiote brings out Peter's dark side. Wearing the new black suit, Spider-Man locates Marko and fights him in a subway tunnel, reducing him to mud using water.

Mary Jane, whose career is floundering, is humiliated by Peter's changed personality and she finds solace with Harry. Urged on by a hallucination of his father, Harry regains his memory and blackmails Mary Jane to break up with Peter, threatening Peter's life. After Mary Jane tells Peter she is in love with another man (under Harry's direction), Harry meets with Peter and claims to be "the other guy". Later, Peter, wearing the black suit, confronts Harry and fights him. Harry throws a pumpkin bomb at Peter, who deflects it back, disfiguring Harry's face.

Under the symbiote's influence, Peter exposes Eddie Brock, a rival photographer at the Daily Bugle, by submitting doctored photographs showing Spider-Man as a criminal. Furious at having to print a retraction, J. Jonah Jameson dismisses Eddie. Meanwhile, the Sandman recovers from his injuries.

To make Mary Jane jealous, Peter brings Gwen Stacy, a woman Brock believes is his girlfriend, to the nightclub where Mary Jane works; Brock secretly sees them and assumes they are dating. Gwen catches on and storms out. Peter brawls with the bouncers and, after accidentally hitting Mary Jane, realizes the symbiote is changing him. He retreats to a church bell tower. While trying to remove the symbiote costume he hits the church's bell, weakening the alien and making it easier to remove. Peter tears the symbiote off and it falls to the lower tower, landing on Brock, who is praying for Peter's death. The symbiote transforms Brock into Venom and he accepts his new form. Venom finds the Sandman and offers to join forces in which he agrees.

Mary Jane hails a taxicab but Brock hijacks it and hangs it and a dump truck from a web hundreds of feet above a sand-filled construction site. Peter seeks Harry's help but is turned down. A crowd of people watch as Peter clashes with Brock. Harry learns the truth about his father's death from his butler and goes to help Peter. Harry temporarily subdues a gigantic incarnation of the Sandman, breaking him apart. Brock webs Harry's glider, causing it to bump into some pipes, making sonic vibrations that weaken the symbiote. Peter recalls the church bells weakening it previously. Brock tries impaling Peter with Harry's glider, but Harry jumps in the way. Peter forms a ring of pipes around Venom, creating a wall of sonic vibrations. The alien releases Brock, and Peter pulls Brock away from the creature, which can now live on its own. Peter throws a pumpkin bomb from Harry's glider at the symbiote, but Brock moves to re-bond with it and both are destroyed by the blast.

Marko reveals that he never intended to kill Ben, but only wanted his car and accidentally shot him when Dennis grabbed his arm, and says that Ben's death has haunted him since. Peter forgives Marko, who dissolves into sand and floats away. Peter and Harry forgive each other before Harry dies with Mary Jane and Peter at his side. Days later, Peter visits the jazz bar where Mary Jane is singing, and they begin mending their relationship.

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Peter Parker struggles to balance his crime-fighting duties as Spider-Man with the demands of his normal life. He was estranged from both love interest Mary Jane Watson and his best friend Harry Osborn who intends to seek revenge on Spider-Man for his father Norman's death. In addition, he discovers that his Aunt May is facing foreclosure.

Harry, now head of Oscorp's research division, sponsors the brilliant nuclear scientist name Otto Octavius. Octavius who dreams of perfecting sustained fusion power, wears a harness of powerful robotic tentacle arms with artificial intelligence for an experiment.

Though the experiment seems to work at first, a power spike causes it to quickly destabilize. Despite this, Octavius stubbornly refuses to shut the experiment down, which leads to disastrous consequences: his wife is killed, the neural inhibitor chip which keeps the arms from influencing his mind is destroyed and the arms are fused to his spine. He is sent to a hospital, but the arms savagely kill the medical crew. The arms convince him to retry his experiment. To fund it, Octavius – now called Doctor Octopus or "Doc Ock" by the Daily Bugle – robs a bank.

After, Peter misses Mary Jane's debut play, and in retaliation she becomes engaged to renowned astronaut John Jameson, the son of Bugle chief J. Jonah Jameson. Peter loses his powers due to his emotional breakdown. He abandons his alter ego altogether and returns to his normal life while trying to reconcile with Mary Jane.

A garbageman brings Spider-Man's costume to J. Jonah Jameson, who takes credit for Spider-Man's disappearance. Peter tells his aunt May that his uncle Ben's earlier death was his fault. May forgives him, but when his nine-year-old neighbor learns of Spider-Man's disappearance and the rising crime rate in New York City becomes a major concern, Peter decides to become Spider-Man again.

Ock needs tritium to fuel his reactor and goes to Harry to demand it. Harry initially refuses because Ock's experiment threatens to level the city, but he eventually agrees in exchange for Spider-Man and tells him that Peter, who is supposedly good friends with Spider-Man, is the key to finding him. However, he tells Ock not to harm Peter. Ock finds Peter, tells him to find Spider-Man, and abducts Mary Jane. Peter realizes that his powers are restored and dons his costume again after stealing it from the Bugle.

Spider-Man meets and battles Ock, where they fall onto a rapid transit R train. Ock maxes out the train's throttle, disables the controls, and jumps off. Spider-Man stops the train before the track ends. When he faints from exhaustion, the passengers carry him into one of the cars. He comes to and realizes his mask is off, but the passengers are so grateful they vow not to reveal his identity. Ock returns, demanding Spider-Man, and easily subdues the passengers. After knocking out Spider-Man, Ock delivers him to Harry.

After giving the tritium, Harry prepares to kill Spider-Man, only to be shocked to see that it is really Peter. Peter convinces him greater things are at stake, and Harry reveals Ock's location. Spider-Man arrives at Ock's waterfront laboratory and tries to rescue Mary Jane discreetly. One of Ock's tentacles senses him, and they fight. Spider-Man ultimately subdues Ock, reveals his identity and convinces Ock to let go of his dream for the greater good. Octavius finally commands the tentacles to obey and drowns the fusion reactor, along with himself, into the Hudson River. Mary Jane discovers Spider-Man's true identity and feelings, as well as why they cannot be together. Spider-Man returns Mary Jane to John and leaves.

Meanwhile, Harry is visited by his father's ghost in a mirror, pleading for him to avenge his death. Refusing to hurt Peter, Harry shatters the mirror, revealing a secret room containing the Green Goblin's equipment. On her wedding day, Mary Jane decides to admit her true feelings for him. After they kiss, they hear a police chase, and she encourages Peter to respond as Spider-Man.

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When he goes on a last field trip before graduating in 2002, high-school senior Peter Parker visits a genetics laboratory with his friend Harry Osborn and his love interest, Mary Jane Watson. There, Peter is bitten on the hand by a genetically engineered "super spider". Shortly after arriving home to his Aunt May and Uncle Ben, he is rendered unconscious. Meanwhile, Harry's father, scientist Norman Osborn, owner of Oscorp, is attempting to preserve his company's critically important military contract. He experiments on himself with a new but unstable performance-enhancing chemical vapor that increases his speed, strength, and stamina. However, it also drives him insane and he kills his assistant, Dr. Stromm.

The next morning, Peter finds that his previously impaired vision has improved and that his body has metamorphosized into a more muscular physique. During lunch at school, he finds his body producing webbing and that his quickened reflexes let him avoid injury during an encounter with bully Flash Thompson. Peter discovers he has developed superhuman speed, strength, the ability to stick to surfaces, and a heightened ability to sense danger. Brushing off Uncle Ben's advice that "With great power comes great responsibility," Peter enters a wrestling tournament to get money to buy a car and impress Mary Jane. He wins his match, but the promoter cheats him out of the contest money and when a thief raids the tournament, Peter indifferently observes. He later discovers his Uncle Ben has been carjacked and killed. Peter confronts the thief only to realize it was the same thief he let get away.

After Peter disarms him, the fleeing carjacker falls out a window and dies. Meanwhile, Norman Osborn kills several scientists and the military's General Slocum, who is openly biased towards Oscorp in favor of rival company Quest Aerospace. Upon graduating school, Peter begins using his abilities to fight injustice, donning a costume and the persona of Spider-Man. Newspaper editor J. Jonah Jameson hires him as a freelance photographer, since Peter is the only person providing clear images of Spider-Man, but does not hide his distrust of the hero in the newspaper printings. Norman, upon learning Oscorp's board members plan to sell the company to Quest Aerospace, assassinates them at the World Unity Fair before being driven away by Spider-Man. Jameson quickly dubs the mysterious killer the Green Goblin. The Goblin offers Spider-Man a place at his side, but Spider-Man refuses. At the Osborn and Parkers' Thanksgiving dinner, Norman, unknown to Peter, deduces Spider-Man's true identity when he saw an injury caused by the Goblin on Peter; the Green Goblin later injures Aunt May, leaving her hospitalized.

Mary Jane admits she has a crush on Spider-Man, who has rescued her on numerous occasions, and she asks Peter whether Spider-Man ever asked about her. Harry, who loves Mary Jane, arrives and discovers that she does not feel likewise toward him. Devastated, Harry tells his father that Peter loves Mary Jane, unintentionally revealing Spider-Man's biggest weakness. The Goblin holds Mary Jane and a Roosevelt Island Tram car full of children hostage alongside the Queensboro Bridge. He forces Spider-Man to choose who he wants to save, and drops Mary Jane and the children. Spider-Man saves both Mary Jane and the tram car, while the Goblin is pelted by civilians showing loyalty to Spider-Man. The Goblin then grabs Spider-Man and throws him into an abandoned building where they fight. When the Goblin boasts of how he will later kill Mary Jane, an enraged Spider-Man overpowers the Goblin, unmasking him.

Norman begs for forgiveness, but his Goblin persona attempts to remote-control his glider to kill Spider-Man. The superhero avoids the attack, causing the glider to fatally wound Norman instead. Before his death, Norman asks Peter not to tell Harry about the Green Goblin. Spider-Man takes Norman's body back to Norman's house and hides the Green Goblin's equipment. At Norman’s funeral, Harry swears revenge on Spider-Man, thinking that he is responsible for his father's death, and asserts that Peter is all he has left. Mary Jane confesses to Peter she is in love with hhttps://www.blogger.com/blogger.g?blogID=8495673728833530112#editor/target=post;postID=8567371003457068705im, but Peter, feeling that he must protect her from the unwanted attentions of Spider-Man's enemies, hides his true feelings and tells her that they can only be friends. As Peter leaves the funeral, he recalls Ben's words about responsibility, and accepts his new life as Spider-Man.

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The Asgardian Loki encounters the Other, the leader of an extraterrestrial race known as the Chitauri. In exchange for retrieving the Tesseract,2 a powerful energy source of unknown potential, the Other promises Loki an army with which he can subjugate Earth. Nick Fury, director of the espionage agency S.H.I.E.L.D., and his lieutenant Agent Maria Hill arrive at a remote research facility during an evacuation, where physicist Dr. Erik Selvig is leading a research team experimenting on the Tesseract. Agent Phil Coulson explains that the object has begun radiating an unusual form of energy. The Tesseract suddenly activates and opens a wormhole, allowing Loki to reach Earth. Loki takes the Tesseract and uses his scepter to enslave Selvig and several agents, including Clint Barton, to aid him in his getaway.

In response to the attack, Fury reactivates the "Avengers Initiative". Agent Natasha Romanoff is sent to Calcutta to recruit Dr. Bruce Banner to trace the Tesseract through its gamma radiation emissions. Coulson visits Tony Stark to have him review Selvig's research, and Fury approaches Steve Rogers with an assignment to retrieve the Tesseract. In Stuttgart, Barton steals iridium needed to stabilize the Tesseract's power while Loki causes a distraction, leading to a confrontation with Rogers, Stark, and Romanoff that ends with Loki's surrender. While Loki is being escorted to S.H.I.E.L.D., Thor, his adoptive brother, arrives and frees him, hoping to convince him to abandon his plan and return to Asgard. After a confrontation with Stark and Rogers, Thor agrees to take Loki to S.H.I.E.L.D.'s flying aircraft carrier, the Helicarrier. There Loki is imprisoned while scientists Banner and Stark attempt to locate the Tesseract.

The Avengers become divided, both over how to approach Loki and the revelation that S.H.I.E.L.D. plans to harness the Tesseract to develop weapons as a deterrent against hostile extraterrestrials. As the group argues, Barton and Loki's other possessed agents attack the Helicarrier, disabling its engines in flight and causing Banner to transform into the Hulk. Stark and Rogers try to restart the damaged engine, and Thor attempts to stop the Hulk's rampage. Romanoff fights Barton, and knocks him unconscious, breaking Loki's mind control. Loki escapes after killing Coulson and ejecting Thor from the airship, while the Hulk falls to the ground after attacking a S.H.I.E.L.D. fighter jet. Fury uses Coulson's death to motivate the Avengers into working as a team. Stark and Rogers realize that for Loki, simply defeating them will not be enough; he needs to overpower them publicly to validate himself as ruler of Earth. Loki uses the Tesseract, in conjunction with a device Selvig built, to open a wormhole above Stark Tower to the Chitauri fleet in space, launching his invasion.

The Avengers rally in defense of New York City, the wormhole's location, but quickly realize they will be overwhelmed as wave after wave of Chitauri descend upon Earth. Banner arrives and transforms into the Hulk, and together he, Rogers, Stark, Thor, Barton and Romanoff battle the Chitauri while evacuating civilians. The Hulk finds Loki and beats him into submission. Romanoff makes her way to the wormhole generator, where Selvig, freed of Loki's control, reveals that Loki's scepter can be used to shut down the generator. Meanwhile, Fury's superiors attempt to end the invasion by launching a nuclear missile at Manhattan. Stark intercepts the missile and takes it through the wormhole toward the Chitauri fleet. The missile detonates, destroying the Chitauri mothership and disabling their forces on Earth. Stark's suit runs out of power, and he falls back through the wormhole just as Romanoff closes it. Stark goes into freefall, but the Hulk saves him from crashing to the ground. In the aftermath, Thor returns Loki and the Tesseract to Asgard. Fury expresses confidence that the Avengers will return if and when they are needed.

In the first of two post-credits scenes, the Other confers with his master3 about the failed attack on Earth and humanity's strength; in the second, the Avengers eat in silence at a shawarma restaurant.

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A young Peter Parker discovers his father Richard Parker's study has been burglarized. Gathering up hidden documents, Peter's parents take him to the home of his Aunt May and Uncle Ben, then mysteriously depart.

Years later, a teenaged Peter attends Midtown Science High School, where he is bullied by Flash Thompson and has caught the eye of the beautiful Gwen Stacy. At home, Peter finds his father's papers and learns he worked with fellow scientist Dr. Curt Connors at Oscorp. Sneaking into Oscorp, Peter enters a lab where a "biocable" is under development from genetically modified spiders, one of which bites him. On the subway ride home, he discovers that he has developed spider-like abilities.

After studying Richard's papers, Peter visits the one-armed Connors, reveals he is Richard Parker's son and gives Connors his father's "decay rate algorithm", the missing piece in Connors' experiments on regenerating limbs. Connors is being pressed by his superior, Dr. Ratha, to devise a cure for the dying (but unseen) head of Oscorp, Norman Osborn. In school, Peter gets into trouble after a basketball challenge with Flash in which Peter accidentally shatters the backboard glass. His uncle changes work shifts to meet with the principal and asks Peter to replace him walking home with Aunt May that night. Peter gets distracted and helps Connors regenerate the limb of a laboratory mouse. Peter's failure causes an argument with his uncle and he leaves. At a nearby deli, a cashier refuses to let Peter buy milk when Peter is two cents short; when a thief suddenly raids the store, Peter indifferently observes. While searching for Peter, Uncle Ben attempts to stop the thief and is killed. The thief escapes as Peter finds Ben on the sidewalk.

Afterward, Peter uses his new abilities to hunt criminals matching the killer's description. After a fall lands him inside an abandoned gym, a luchador-wrestling poster inspires him to create a mask to hide his identity. He adds a spandex suit and builds mechanical devices to attach to his wrists to shoot a biocable "web". Peter accepts a dinner invitation from Gwen, where he meets and has a tense conversation with her father, police captain George Stacy, over Spider-Man's motives. After dinner, Peter reveals his identity to Gwen and they kiss.

After seeing success with the mouse using lizard DNA, Ratha demands Connors begin human trials immediately if Osborn is to survive. Connors refuses to rush the drug-testing procedure and put innocent people at risk. Ratha fires Connors and decides to test Connors' serum at a Veterans Administration hospital under the guise of a flu shot. In an act of desperation, Connors tries the formula on himself. After passing out, he awakens to find his missing arm has regenerated. Discovering that Ratha is on his way to the VA hospital, Connors, whose skin is turning green and scaly, goes to intercept him. By the time he gets to the Williamsburg Bridge Connors has become a violent hybrid of lizard and man, tossing cars, including Ratha's, over the side of the bridge. Peter, now calling himself Spider-Man, snatches each falling car with his web-lines.

Spider-Man suspects Connors is Lizard and unsuccessfully confronts the creature in the sewers. Lizard learns Spider-Man's real identity via the name on an abandoned camera and follows Peter to school where they fight. In response, the police start a manhunt for both Spider-Man and Lizard. The police corner Spider-Man and Captain Stacy discovers that he is really Peter. Lizard plans to make all humans lizard-like by releasing a chemical cloud from Oscorp's tower, to eliminate the weaknesses he believes plague humanity. Spider-Man eventually disperses an antidote cloud instead, restoring Connors and earlier victims to normal, but not before Lizard mortally wounds Captain Stacy. Before his death, Captain Stacy makes Peter vow to keep Gwen safe by leaving her out of it. Peter initially does so, but later at school suggests to Gwen he may see her again.

In a closing-credits scene, Connors, in a prison cell, speaks with a man in the shadows who asks if Peter knows the truth about his father. Connors replies, "No", and demands Peter be left alone before the man disappears.2

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The Devil, Mephistopheles (Peter Fonda), sends his bounty hunter of the damned, the Ghost Rider, to retrieve the contract of San Venganza for a thousand corrupt souls. Seeing that the contract would give Mephistopheles the power to bring Hell to Earth, the Rider refuses to give him the contract.

A century and a half later, Mephistopheles reaches out to 17-year-old stunt motorcycle rider Johnny Blaze (Matt Long), offering to cure his father's lung cancer in exchange for Blaze's soul. The next morning, Blaze awakes to discover that his father's cancer is cured, but his father is killed that same day in a motorcycle stunt in which he falls into the ring of fire he is jumping through. Blaze accuses Mephistopheles of causing his father's death, but Mephistopheles considers their contract to be fulfilled.

Years later, Blaze (Nicolas Cage) has become a famous stunt rider. Blaze meets his former childhood sweetheart Roxanne Simpson (Eva Mendes), now a journalist, who he abandoned after his father's death. He convinces her he wishes to make amends and she agrees to a dinner date. Meanwhile, Blackheart (Wes Bentley), the demonic son of Mephistopheles, comes to Earth, along with three fallen angels. They are tasked to find the lost contract of San Venganza. In response, Mephistopheles makes Blaze the new Ghost Rider, and offers him his soul back in return for defeating Blackheart. Blaze is driven straight to the station on his "first ride", where he transforms into the Ghost Rider and a fight with the fallen angels ensues. The next day, he meets a man called the Caretaker (Sam Elliott), who seems to know all about the history of the Ghost Rider. He tells him everything that happened wasn't a dream and that it will happen again, especially when he is near evil.

When he arrives home, Blaze finds Simpson and reveals himself as the Devil's bounty hunter. Unconvinced, she leaves in anger and disbelief. After a brief imprisonment for the murders Blackheart committed, Blaze goes to the Caretaker for advice. The Caretaker tells him of his predecessor, Carter Slade, a Texas Ranger who hid the contract of San Venganza. Blaze returns home to find that Blackheart has killed his friend Mack (Donal Logue) and already has taken Simpson captive, threatening to kill her if Blaze does not deliver the contract to him.

Blaze returns to the Caretaker and obtains the contract. The Caretaker reveals that he is Carter Slade. Slade tells Blaze that he is more powerful than his predecessors, since he sold his soul for love as opposed to greed. The two leave for San Venganza. Slade gives Blaze his lever action shotgun before fading away.

After killing one of the fallen angels, Blaze gives the contract to Blackheart. He quickly transforms into Ghost Rider in an effort to subdue Blackheart, but dawn comes and he is rendered powerless. Blackheart uses the contract to absorb the thousand souls into his body. He attempts to kill Blaze, but is distracted when Simpson uses Blaze's discarded shotgun to separate them. After Blaze tries to kill Blackheart with the shotgun, he moves in and uses his Penance Stare to render him catatonic, burning all the corrupt souls within Blackheart.

Mephistopheles appears and gives Blaze his soul, offering to take back the curse of the Ghost Rider. Blaze refuses, saying that he will use his power against him, and against all harm that comes to the innocent. Infuriated of being robbed of the power, Mephistopheles vows to make Blaze pay, but Blaze tells Mephistopheles that he is not afraid. Mephistopheles then disappears, taking Blackheart's body with him. Later, Simpson tells Blaze that he got his second chance before sharing a final kiss with him. Blaze then rides away on his motorcycle, turning into the Ghost Rider.

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Twenty years before the film's events, Professor Charles Xavier and Erik Lensherr meet young Jean Grey at her parents' house to make her aware of her powers. Ten years later, the industrialist father of Warren Worthington III discovers his son is a mutant as he tries to cut off his wings.

During the present, Worthington Labs announces it has developed an inoculation to suppress the X-gene that gives mutants their abilities and makes them different from other humans, offering the "cure" to any mutant who wants it. The cure is created through the genome of a young mutant named Jimmy, who lives at Worthington facility on Alcatraz Island.

Horrified by the announcement of what he considers a way to forcefully used to exterminate the mutant race, Lensherr, now known as the X-Men's adversary Magneto, reforms his Brotherhood of Mutants with mutants who oppose the cure. Meanwhile, Cyclops, still emotionally distraught about the loss of girlfriend Jean Grey, drives to her resting location at Alkali Lake. Jean appears to Cyclops, but as the two romantically kiss, Jean starts disintegrating her lover. Psychically sensing trouble, Professor X sends Wolverine and Storm to investigate. When they arrive, the two X-Men encounter telekinetically floating rocks, Cyclops' glasses, and an unconscious Jean. Cyclops himself is nowhere to be found. When they return to the X-Mansion, Xavier explains to Wolverine that when Jean sacrificed herself, she unleashed the powerful alternate personality she calls "Phoenix", which Xavier had previously telepathically repressed fearing the Phoenix's destructive potential. Wolverine is disgusted to learn of this psychic tampering of Jean's mind, but once she awakens, Wolverine realizes she had killed Cyclops and is not the Jean Grey he knew. The Phoenix awakens, knocks out Wolverine and escapes to her childhood home.

Since Magneto had learned from the resurgence of Jean through his cohort Callisto, the X-Men arrive at the Grey home at the same as the Brtoherhood. Magneto and Xavier vie for Jean's loyalty until the Phoenix resurfaces. She destroys the house and disintegrates Xavier before leaving with Magneto. The Brotherhood then decides to strike upon Worthington Labs, with Magneto using his powers to dislocate the Golden Gate Bridge and connect Alcatraz to the San Francisco mainland and facilitate the attack. The X-Men then decide to regroup and confront the Brotherhood, despite being significantly outnumbered, and arrive just as the military troops who had been thus far neutralizing the attacking mutants start being overwhelmed by the Brotherhood.

During the fight, Beast injects Magneto with the cure, nullifying his powers, and Kitty Pryde saves Jimmy from the murderous Juggernaut. Afterwards army reinforcements arrive, and once they attack Jean the Phoenix awakens, using her powers to obliterate the troops. As the Phoenix's attacks are destroying the facilities and mutants at Alcatraz, Wolverine realizes that due to his healing factor, he is the only one who can approach the Phoenix. After Wolverine comes near her, Jean momentarily gains control and begs him to save her. Wolverine then stabs Jean, stopping the devastating force but causing Wolverine to mourn the death of the woman he loved.

Some time later, Xavier's school is still operating with Storm as headmistress, and Magneto is retreating in San Francisco. As he gestures towards a metal chess piece, it wobbles slightly, implying his powers are returning. In a post-credits scene, Dr. Moira MacTaggert checks on a comatose patient who greets her with Xavier's voice.

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At the White House, the teleporting mutant Nightcrawler tries to assassinate the President of the United States but fails and escapes, leaving a note demanding "mutant freedom now". At Alkali Lake, X-Men member Wolverine finds nothing left of the military base from the previous movie. He returns to Professor Xavier's school for mutants while fellow X-Men Storm and Jean Grey find Nightcrawler with the help of Xavier and the mutant-tracking computer Cerebro.

Xavier and X-Men member Cyclops visit the mutant Magneto in his plastic prison cell inquiring into the assassination attempt. The Professor discovers that a covert government operative, William Stryker, has been extracting information from Magneto. Stryker and his assistant Yuriko Oyama capture Cyclops and Xavier and raid Xavier's school. Wolverine, defending it, kills many of Stryker's men, while Colossus, Rogue, Iceman, Pyro, and most of the students escape via hidden tunnels. Wolverine confronts Stryker, who fails to shed any light on Wolverine's past. Iceman helps Wolverine escape, but Stryker's soldiers succeed in sedating six students and breaking into Cerebro.

Impersonating Senator Robert Kelly and Yuriko, the shape-shifting Mystique gains information about Magneto's prison and helps him escape. She also leans of plans for another Cerebro. Wolverine, Rogue, Iceman, and Pyro visit Iceman's parents in Boston. After a 9-1-1 call from Bobby's jealous brother Ronny, the Boston Police Department arrive just as the group is leaving. Pyro uses his fire-projection power to fend off the police, and Rogue halts him when he begins attacking savagely.

The X-Jet arrives to pick them up, and is targeted by two Air Force fighter jets. Hit by a missile, it does not crash due to the sudden intervention of Magneto. The X-Men reluctantly team up with Magneto and Mystique. At their camp, Mystique unsuccessfully attempts to seduce Logan by taking the form of Jean Grey. Magneto learns that Stryker orchestrated the attack on the president to provide rationale to raid Xavier's school and use an injectable drug to control the mutant students. Jean reads Nightcrawler's mind and determines that Stryker's base is inside the dam at Alkali Lake, where he plans to kill all mutants by via a second Cerebro.

Through his son, Jason, Stryker gains control over Xavier, who is brainwashed to use Cerebro to find and kill mutants. Mystique infiltrates Stryker's base by impersonating Wolverine. Storm and Nightcrawler search for the kidnapped students. Jean, Magneto, and Mystique are attacked by a brainwashed Cyclops while trying to rescue Xavier, and in the process cause damage to the generators that keep the dam from collapsing. The force of Jean's telekinetic blast clashing with Cyclops' optic blast awakens him from his brainwashing, but also cracks the dam. Wolverine finds Stryker in an adamantium smelting room, where he recovers some of his memory. Wolverine fights and defeat Yuriko, then finds Stryker on a landing pad, where Stryker bargain for his life by offering to reveal Wolverine's past.

Storm and Nightcrawler find the students. Magneto and Mystique kill the rest of Stryker's men, and Magneto stops Jason and Xavier before Cerebro kills any mutants. Disguised as Stryker, Mystique uses Jason to convince Xavier to kill all humans; she and Magneto, along with new initiate Pyro, use Stryker's helicopter to escape Alkali Lake, chaining Stryker to concrete rubble. Nightcrawler teleports Storm inside Cerebro, where she creates a snowstorm to free Xavier from his illusion.

The X-Men flee the base as water engulfs it, only to discover that Magneto, Mystique, and Pyro had escaped on the helicopter. Iceman and Rogue arrive with the X-Jet and get everyone on board. The dam bursts, flooding the landscape and killing Stryker. A malfunction aboard the X-Jet prevents it from taking off; Jean sacrifices herself by leaving the jet and creating a telekinetic wall as a shield against the flood. She activates the X-Jet's primary engines before releasing the torrent of water down on herself, presumably killing her.

The X-Men give the President files from Stryker's private offices, and Xavier warns him that humans and mutants must work together to build peace. Back at the school, Xavier, Cyclops, and Wolverine remember Jean. Wolverine tells Cyclops that Jean chose Cyclops over him. Over Alkali Lake, a Phoenix-like shape has formed.

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In 1944 German-occupied Poland, a 13-year-old Erik Lehnsherr is separated from his parents upon entry to a concentration camp. In attempting to reach them, he causes a set of gates to bend towards him, as though attracted by a magnetic force. Decades later, in the not too distant future, Senator Robert Kelly attempts to pass a "Mutant Registration Act" in Congress which would force mutants to publicly reveal their identities and abilities. Present are Lehnsherr, now known as Magneto, and the telepathic Professor Charles Xavier, who privately discuss their differing viewpoints on the relationship between humans and mutants.

In Meridian, Mississippi, 17-year-old Marie D'Ancanto accidentally puts her boyfriend into a coma upon kissing him which was caused by her unknown superhuman ability to absorb the life force and mutant abilities of anyone she touches. In fear that she is harmful, Marie, now going by the name of Rogue, runs away to Laughlin City, Alberta. While at a bar, she meets Logan, an amateur fighter known as "Wolverine", who also possesses superhuman healing abilities, heightened senses, and metal claws that extend outwards from between his knuckles. While on the road together, both of them are attacked by Sabretooth, a fellow mutant and an associate of Magneto. Cyclops and Storm arrive and save Wolverine and Rogue, and bring them to the X-Mansion in Westchester County, New York. They are introduced to Xavier, who leads a group of mutants called the X-Men, who are trying to seek peace with the human race, educate young mutants in the responsible use of their powers, and stop Magneto from starting a war with humanity.

Senator Kelly is abducted by Magneto's allies Toad and the shapeshifter Mystique and brought to their lair. Magneto uses Kelly as test subject of a machine that artificially induces mutation. Kelly uses his new mutant abilities to escape imprisonment. After an accident causes Rogue to use her powers on Wolverine, she is convinced by Mystique (disguised as classmate Bobby Drake) that Xavier is angry with her and that she should leave the school. Xavier uses his mutant-locating machine Cerebro to find Rogue at a train station. Mystique infiltrates Cerebro and sabotages the machine.

At the train station, Wolverine convinces Rogue to stay with Xavier, but a fight ensues when Magneto, Toad and Sabretooth arrive to take Rogue. Kelly arrives at Xavier's school, shortly before dying due to the instability of his artificial mutation. The X-Men learn that Magneto was severely weakened in the test of the machine on Kelly, and realize that he intends to use Rogue's power-transferring ability so that she can power the machine in his place, putting her life at risk. Xavier attempts to use Cerebro to locate Rogue, but Mystique's sabotage causes him to fall into a coma. Fellow telepath Jean Grey fixes and uses Cerebro, learning that Magneto plans to place his mutation-inducing machine on Liberty Island and use it to mutate the world leaders meeting for a summit on nearby Ellis Island.

The X-Men scale the Statue of Liberty, defeating Toad and incapacitating Mystique, before Magneto and Sabretooth incapacitate the group and continue with their plans. Magneto transfers his powers to Rogue, forcing her to use them to start the machine. Wolverine escapes and defeats Sabretooth. Storm uses her weather-controlling powers and Jean her telekinesis to lift Wolverine to the top of Magneto's machine. Wolverine saves Rogue, with Cyclops knocks out Magneto, and destroys the machine. Wolverine touches the dying Rogue's face, and his regenerative abilities are transferred to her, causing her to recover.

Professor Xavier recovers from his coma. The group learns that Mystique is still alive, and impersonating Senator Kelly. Xavier tells Wolverine that near where he was found in Canada is an abandoned military base that might contain information about his past. Xavier visits Magneto in a prison cell constructed entirely of plastic, and the two play chess (Xavier seems to have the upper hand). Magneto warns that he will continue his fight, to which Xavier promises that he and the X-Men will always be there to stop him. As Xavier is being taken away from the prison by a guard, Magneto pushes his king chess piece over.

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In 965 AD, Odin, king of Asgard, wages war against the Frost Giants of Jotunheim and their leader Laufey, to prevent them from conquering the nine realms, starting with Earth. The Asgardian warriors defeat the Frost Giants and seize the source of their power, the Casket of Ancient Winters.

In the present, Odin's son Thor prepares to ascend to the throne of Asgard, but is interrupted when Frost Giants attempt to retrieve the Casket. Against Odin's order, Thor travels to Jotunheim to confront Laufey, accompanied by his brother Loki, childhood friend Sif and the Warriors Three: Volstagg, Fandral and Hogun. A battle ensues until Odin intervenes to save the Asgardians, destroying the fragile truce between the two races. For Thor's arrogance, Odin strips his son of his godly power and exiles him to Earth as a mortal, accompanied by his hammer Mjolnir, now protected by an enchantment that allows only the worthy to wield it.

Thor lands in New Mexico, where astrophysicist Dr. Jane Foster, her assistant Darcy Lewis, and mentor Dr. Erik Selvig, find him. The local populace finds Mjolnir, which S.H.I.E.L.D. agent Phil Coulson soon commandeers before forcibly acquiring Jane's data about the wormhole that delivered Thor to Earth. Thor, having discovered Mjolnir's nearby location, seeks to retrieve it from the facility that S.H.I.E.L.D. quickly constructed but he finds himself unable to lift it, and is captured. With Selvig's help, he is freed and resigns himself to exile on Earth as he develops a romance with Jane.

Loki discovers that he is actually Laufey's son, adopted by Odin after the war ended. A weary Odin falls into the deep "Odinsleep" to recover his strength. Loki seizes the throne in Odin's stead and offers Laufey the chance to kill Odin and retrieve the Casket. Sif and the Warriors Three, unhappy with Loki's rule, attempt to return Thor from exile, convincing Heimdall, gatekeeper of the Bifröst—the means of traveling between worlds—to allow them passage to Earth. Aware of their plan, Loki sends the Destroyer, a seemingly indestructible automaton, to pursue them and kill Thor. The warriors find Thor, but the Destroyer attacks and defeats them, prompting Thor to offer himself instead. Struck by the Destroyer and near death, Thor's sacrifice proves him worthy to wield Mjolnir. The hammer returns to him, restoring his powers and enabling him to defeat the Destroyer. Kissing Jane goodbye and vowing to return, he and his fellow Asgardians leave to confront Loki.

In Asgard, Loki betrays and kills Laufey, revealing his true plan to use Laufey's attempt on Odin's life as an excuse to destroy Jotunheim with the Bifröst Bridge, thus proving himself worthy to his adoptive father. Thor arrives and fights Loki before destroying the Bifröst Bridge to stop Loki's plan, stranding himself in Asgard. Odin awakens and prevents the brothers from falling into the abyss created in the wake of the bridge's destruction, but Loki allows himself to fall when Odin rejects his pleas for approval. Thor makes amends with Odin, admitting he is not ready to be king; while on Earth, Jane and her team search for a way to open a portal to Asgard.

In a post-credits scene, Selvig has been taken to a S.H.I.E.L.D. facility, where Nick Fury opens a briefcase and asks him to study a mysterious cube-shaped object,[b] which Fury says may hold untold power. An invisible Loki prompts Selvig to agree, and he does.

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In the present day, scientists in the Arctic uncover a frozen circular object with a red, white and blue motif.

In March 1942, Nazi officer Johann Schmidt and his men enter the town of Tønsberg in German occupied Norway, to steal a mysterious device called the Tesseract[b] which possesses untold powers. Meanwhile, in New York City, Steve Rogers is rejected for World War II military recruitment because of various health and physical problems. While attending an exhibition of future technologies with his friend Sgt. James "Bucky" Barnes, Rogers again attempts to enlist. Overhearing Rogers' conversation with Barnes about wanting to help in the war, Dr. Abraham Erskine allows Rogers to enlist. He is recruited in the Scientific Strategic Reserve as part of a "super-soldier" experiment under Erskine, Col. Chester Phillips, and British agent Peggy Carter. Phillips is unconvinced by Erskine's claims that Rogers is the right person for the procedure, but relents after seeing Rogers commit an act of self-sacrificing bravery. The night before the treatment, Erskine reveals to Rogers that Schmidt underwent an imperfect version of the procedure and suffered permanent side-effects.

Back in Europe, Schmidt and Dr. Arnim Zola successfully harness the energies of the Tesseract, intending to use the power to fuel Zola's inventions, mounting an offensive that will change the world. Schmidt discovered Erskine's location and dispatches an assassin to kill him. In America, Erskine subjects Rogers to the super-soldier treatment, injecting him with a special serum and dosing him with "vita-rays". After Rogers emerges from the experiment taller and more muscular, one of the attendees kills Erskine, revealing himself to be Schmidt's assassin, Heinz Kruger. Rogers pursues and captures Kruger, but the assassin commits suicide by cyanide capsule before he can be interrogated.

With Erskine dead and his super-soldier formula lost, U.S. Senator Brandt has Rogers tour the nation in a colorful costume as "Captain America" to promote war bonds, rather than allow scientists to study him and attempt to rediscover the formula. In 1943, while on tour in Italy performing for active servicemen, Rogers learns that Barnes' unit was MIA in a battle against Schmidt's forces. Refusing to believe that Barnes is dead, Rogers has Carter and engineer Howard Stark fly him behind enemy lines to mount a solo rescue attempt. Rogers infiltrates the fortress of Schmidt's HYDRA organization, freeing Barnes and the other prisoners. Rogers confronts Schmidt, who removes his mask, revealing a red, skull-like visage that earned him the sobriquet "the Red Skull." Schmidt escapes and Rogers returns to base with the freed soldiers.

Rogers recruits Barnes, Dum Dum Dugan, Gabe Jones, Jim Morita, James Montgomery Falsworth, and Jacques Dernier to attack other known HYDRA bases. Stark outfits Rogers with advanced equipment, most notably a circular shield made of vibranium, a rare, near-indestructible metal. Rogers and his team successfully sabotage various HYDRA operations. The team later assaults a train carrying Zola. Zola is captured, but Barnes falls from the train to his assumed death.[c] Using information extracted from Zola, the final HYDRA stronghold is located and Rogers leads an attack to stop Schmidt from using weapons of mass destruction on American cities and soon other major cities across the globe. Rogers climbs aboard Schmidt's aircraft as it takes off. During the subsequent fight, the Tesseract's container is damaged. Schmidt physically handles the Tesseract, causing him to dissolve in a bright light. The Tesseract falls to the floor, burning through the plane and falling to Earth. Seeing no way to land the plane without the risk of detonating its weapons, Rogers crashes it in the Arctic. Stark later recovers the Tesseract from the ocean floor, but is unable to locate Rogers or the aircraft, presuming him dead.

Rogers awakens in a 1940s-style hospital room. Deducing from an anachronistic radio broadcast that something is wrong, he flees outside into what is revealed to be present-day Times Square in New York City, where S.H.I.E.L.D. director Nick Fury tells him he has been "asleep" for nearly 70 years.

In a post-credits scene, Fury approaches Rogers, proposing a mission with worldwide ramifications.

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As a child, Bruce Wayne falls into a well, where he is attacked by a swarm of bats; he develops a fear of bats as a result. Not long after this, as his parents are leaving an opera house he witnesses them murdered by mugger Joe Chill, leaving Bruce to be raised by the family's butler, Alfred Pennyworth.

Fourteen years later, Chill is granted parole in exchange for testifying against Gotham City crime boss Carmine Falcone. Bruce goes to the trial with a gun concealed up his sleeve, intending to kill Chill, but one of Falcone's assassins does so first. Bruce's childhood friend, assistant district attorney Rachel Dawes, scolds him for attempting to take the law into his own hands and tells him his father would be ashamed of him. Bruce later goes to the the ngihtclub where Falcone is always at and confronts him. Falcone tells him that real power comes from being feared and has his men throw Bruce out into the street. Bruce decides to travel the world and learn about criminals, before becoming a criminal himself. He is caught during criminal activites and taken to a Bhutanese prison, where Henri Ducard offers to train him in the arts of stealth and fear as a member of the League of Shadows, led by Ra's al Ghul. After completing his long training period, Bruce learns the League's true intention is to destroy Gotham City, which it views as corrupt beyond saving (the League of Shadows has done this for centuries only to cities that have been polluted with crime). Bruce refuses to join them and burns down the League's temple. Ra's is killed by falling debris, while Bruce saves an unconscious Ducard, leaving him with the local villagers.

Soon afterward, Bruce returns to Gotham. Publicly posing as a playboy, he takes an interest in his family's company, Wayne Enterprises, which is now run by the unscrupulous William Earle. Bruce meets Wayne Enterprises's top scientist Lucius Fox, who shows him various prototype technologies, including the Tumbler and a protective bodysuit. Taking these, Bruce finds an entrance to the cave under his well, confronts his fear of bats and creates a workshop, taking up the identity of "Batman". As Batman, he intercepts a drug shipment and provides Rachel with evidence to indict Falcone, empowering the honest Sgt. James Gordon and the Gotham police to arrest the previously untouchable criminal.

Falcone and his henchmen are declared mentally unfit for trial and transferred to Arkham Asylum by the corrupt Dr. Jonathan Crane, who had been using Falcone to import a drug that causes terrifying hallucinations. Crane exposes Falcone to the toxin while wearing a burlap mask, driving Falcone insane with fear of the "Scarecrow" in order to keep Falcone in Arkham. While investigating Crane, Batman is also exposed to the drug, set on fire, and thrown out an open window into an alleyway, but is rescued in time by Alfred and given an antidote by Fox. Rachel goes to Arkham, where Crane reveals that he has been dumping the toxin into Gotham's water supply before dosing her with it. She is rescued by Batman and they escape in the Tumbler, inoculating her and giving her two vials of the antidote, one for Gordon and one for mass production. Meanwhile, Gordon finds out that the compound has been laced into the entire city's water supply, but can only cause harm if inhaled.

At his birthday celebration at Wayne Manor, Bruce is confronted by Ducard, who reveals himself to be the real Ra's al Ghul. Feigning drunkenness, Bruce kicks his guests out so they will be safe, leaving him alone with Ra's and his men. Ra's reveals the League's plan to destroy Gotham; the group has conspired with Crane and stolen a powerful microwave emitter from Wayne Enterprises, intending to vaporize the city's water supply so that the toxin will trigger mass hysteria and violence. The League sets fire to the mansion and Bruce is saved by Alfred who takes him down into the batcave before the fire hits them. As the League begins unleashing the toxin, Batman rescues Rachel from a drug-maddened mob and indirectly reveals his true identity to her before pursuing Ra's onto the monorail train that is carrying the emitter toward the city's main water distribution center. Gordon uses the Tumbler's missiles to destroy a section of the tracks, and Batman escapes from the train, leaving Ra's to die when it falls and crashes.

Batman becomes a public hero, but loses Rachel, who cannot bring herself to love both Bruce and Batman. Bruce buys a controlling stake in the now publicly traded Wayne Enterprises, fires Earle, and replaces him with Fox. Gordon is promoted to Lieutenant of the Gotham Police Force, showing Batman the Bat-Signal, and mentions a criminal who leaves Joker playing cards at crime scenes. Batman promises to investigate, and disappears into the night.

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The planet Krypton faces imminent destruction due to its unstable core, the result of depleting Krypton's natural resources. The ruling council is deposed by the planet's military commander General Zod and his followers during a coup d'état. Knowing that the use of artificial population control has ruined their civilization, scientist Jor-El and his wife Lara launch their newborn son Kal-El, the first naturally born Kryptonian child in centuries, on a spacecraft to Earth after infusing his cells with a genetic codex of the entire Kryptonian race. After General Zod kills Jor-El, he and his followers are captured and exiled to the Phantom Zone. However, they are indirectly freed after Krypton explodes.

Kal-El's ship lands in Smallville, a small town in Kansas. He is raised as the adopted son of Jonathan and Martha Kent, who name him Clark. Clark's Kryptonian physiology affords him superhuman abilities on Earth, which initially cause him confusion and ridicule. However, he gradually learns to harness his powers and uses them to help others. After revealing to a teenage Clark that he is an alien, Jonathan warns him not to use his powers in public out of concern that he will be rejected by society. After Jonathan's death, an adult Clark spends several years living a nomadic lifestyle, working different jobs under false identities, saving people in secret, and struggling to cope with the loss of his adoptive father.

Clark eventually infiltrates a U.S. military investigation of a Kryptonian scout spaceship in the Arctic. When Clark enters the alien ship, he uses a Kryptonian "control-key" from the ship that brought him to Earth, which allows him to communicate with the preserved consciousness of Jor-El in the form of a hologram. Jor-El reveals Clark's origins, the extinction of his race, and tells Clark that he was sent to Earth to bring hope to mankind for a better future. Lois Lane, a journalist from the Daily Planet newspaper who was sent to write a story on the discovery, sneaks inside the ship while following Clark and is rescued by him when she is injured by its security system. Lois's editor Perry White rejects her story of a "superhuman" rescuer, so she traces Clark back to Kansas with the intention of writing an exposé. After hearing his story, she decides not to reveal his secret.

Meanwhile, Zod and his crew seek out other worlds that the Kryptonian race colonized long ago. However, none of the colonies survived after Krypton abandoned them. Zod and the others eventually pick up a Kryptonian distress signal sent from the ship Clark discovered on Earth. Zod arrives and demands that the humans surrender Kal-El, whom he believes has the codex, or else Earth will be destroyed. Clark accepts, and the military hand him and Lois over to Zod's second-in-command, Faora, at Zod's request. Zod reveals that he intends to use a terraforming "world engine" to transform Earth into a new Krypton and use the codex to repopulate the planet with genetically-engineered Kryptonians. However, the terraforming process would result in the extinction of humanity due to numerous ecological changes, rendering the planet uninhabitable to humans. Clark and Lois escape Zod's ship with Jor-El's help, Clark defeats Faora and another Kryptonian, and convinces the military that he is an ally. Zod deploys the world engine and initiates the process in Metropolis and over the Indian Ocean, increasing the Earth's mass and atmosphere.

Clark, now called "Superman", destroys the world engine, while the military uses the spacecraft that brought him to Earth in an aerial strike on Zod's ship over Metropolis, sending Zod's forces back into the Phantom Zone. Only Zod remains, and he engages Superman in a destructive battle across Metropolis using his newly developed powers. When Zod attempts to murder cornered civilians as revenge for his defeat, Superman is forced to kill him. Some time later, Superman warns the government that, if it wants his help, it will be on his terms. To create an alias that gives him access to dangerous situations without arousing suspicion, Clark takes a job as a reporter at the Daily Planet.

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Tony Stark recalls a New Years Eve party in 1999 with scientist Maya Hansen, inventor of Extremis—an experimental regenerative treatment intended to allow recovery from crippling injuries. Disabled scientist Aldrich Killian offers them a place in his company Advanced Idea Mechanics, but Stark rejects the offer, humiliating Killian.

Years later, Stark's experiences during the alien invasion of New York are giving him panic attacks. Restless, he has built several dozen Iron Man suits, creating friction with his girlfriend Pepper Potts. Meanwhile, a string of bombings by a terrorist known only as the Mandarin has left intelligence agencies bewildered by a lack of forensic evidence. When Stark Industries security chief Happy Hogan is badly injured in one such attack, Stark overcomes his stupor and issues a televised threat to the Mandarin, who responds by destroying Stark's home with helicopter gunships. Hansen, who came to warn Stark, survives the attack along with Potts. Stark escapes in an Iron Man suit, which his artificial intelligence JARVIS pilots to rural Tennessee, following a flight plan from Stark's investigation into the Mandarin. Stark's experimental armor lacks sufficient power to return to California, and the world believes him dead.

Teaming with Harley, a precocious 10-year-old boy, Stark investigates the remains of a local explosion bearing the hallmarks of a Mandarin attack. He discovers the "bombings" were triggered by soldiers subjected to Extremis, which at this stage of development can cause certain subjects to explosively reject it. After veterans started exploding, their deaths were used to cover up Extremis' flaws by manufacturing a terrorist plot. Stark witnesses Extremis firsthand when Mandarin agents Ellen Brandt and Eric Savin attack him.

With Harley's help, Stark traces the Mandarin to Miami and infiltrates his headquarters using improvised weapons. Inside he discovers the Mandarin is actually a British actor named Trevor Slattery, who claims he is oblivious to the actions carried out in his name. The Mandarin is actually a creation of Killian, who appropriated Hansen's Extremis research as a cure for his own disability and expanded the program to include injured war veterans. After capturing Stark, Killian reveals he is the real Mandarin; he has kidnapped Potts and subjected her to Extremis to gain Stark's aid in fixing Extremis' flaws and thereby saving Potts. Killian kills Hansen when she has a change of heart about the plan.

Killian has also manipulated American intelligence agencies regarding the Mandarin's location, luring James Rhodes—the former War Machine, now re-branded as the Iron Patriot—into a trap to steal the armor. Stark escapes and reunites with Rhodes, discovering that Killian intends to attack President Ellis aboard Air Force One. Remotely controlling his Iron Man armor, Stark saves some surviving passengers and crew but cannot stop Killian from abducting Ellis and destroying Air Force One. They trace Killian to an impounded damaged oil tanker where Killian intends to kill Ellis on live television. The vice president will become a puppet leader, following Killian's orders in exchange for Extremis to cure a little girl's disability.

On the platform, Stark goes to save Potts, and Rhodes saves the president. Stark summons his Iron Man suits, controlled remotely by JARVIS, to provide air support. Rhodes secures the president and takes him to safety, while Stark discovers Potts has survived the Extremis procedure. However, before he can save her, a rig collapses around them and she falls to her assumed death. Stark confronts Killian and traps him in an Iron Man suit that self-destructs, but fails to kill him. Potts, whose Extremis powers allowed her to survive her fall, intervenes and kills Killian.

After the battle, Stark orders JARVIS to remotely destroy each Iron Man suit as a sign of his devotion to Potts. The vice president and Slattery are arrested. With Stark's help, Potts' Extremis effects are stabilized, and Stark undergoes surgery to remove the shrapnel embedded near his heart. He pitches his obsolete chest arc reactor into the sea, musing he will always be Iron Man.

In a present day post-credits scene, Stark wakes up Dr. Bruce Banner, who fell asleep listening at the beginning of Stark's story.

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