"I know what it's like to lose. To feel so desperately that you're right, yet to fail nonetheless. It's frightening. Turns the legs to jelly. I ask you, to what end? Dread it. Run from it. Destiny arrives all the same. And now, it's here. Or should I say, I am."
―Will Smith

Ultimate Heroes: Infinity War is a 2020 superhero film, based on the LN superhero team of the same name. It is a sequel to The Ultimate Heroes and Ultmate Heroes: Age of WALL.E and a crossover between/sequel to Shrek: Civil War, Super Mario, Ninjago: Second Edition, Sonic: Homecoming, Shaggy: Ragnarok and Batman. The film is the nineteenth main installment in the Ultimate Heroes Cinematic Universe and the Infinity Saga as well as the seventh in Phase Three. The movie was released on April 27, 2020.

It is directed by Landon Paige, and stars Craig T. Nelson as Bob Parr/Mr. Incredible, Matthew Lillard as Shaggy Rogers, Steve Carrell as Gru, Mike Myers as Shrek, Mandy Moore as Rapunzel, Charles Martinet as Mario, Samuel L. Jackson as Lucius Best/Frozone, Ben Schwartz as Sonic the Hedgehog, Will Arnett as Bruce Wayne/Batman, Chris Diamontopoulos as Mickey Mouse, Kathleen Turner as Jessica Rabbit, Scott Menville as Dick Grayson/Robin, Eddie Murphy as Donkey, Tiffany Haddish as Queen What'evra Wana'be, Stephanie Beatriz as Sweet Mayhem, Michael Adamwaithe as Jay, Kelly Metzger as Nya, with Will Smith as himself and Sam Vincent as Lloyd.

The sequel, Ultimate Heroes: Endgame was released on April 26, 2021


  • Craig T. Nelson as Bob Parr/Mr. Incredible, a superhuman man whose family was killed in the UHCU's first movie, Mr. Incredible. He represents Iron Man.
  • Matthew Lillard as Norville "Shaggy" Rogers, one of the Mystery Gang, endowed with superhuman abilities by the dead Thor's hammer Mjolnir in the movie Shaggy. He represents Thor.
  • Steve Carrell as Gru, a former super-villain turned hero who figured out how to turn into a rage monster called "Grulk" in the movie The Unstoppable Grulk. He represents Hulk.
  • Mike Myers as Shrek, an ogre who was frozen in time for over 500 years and discovered everyone he knew was dead after the events of Shrek: The First Ultimate Hero. He represents Captain America.
  • Mandy Moore as Rapunzel, a former princess who has the longest hair in the universe. Her origin is discussed in the movie Ultimate Heroes: Age of WALL.E. She represents Black Widow
  • Samuel L. Jackson as Lucius Best/Frozone, Mr. Incredible's best friend and sidekick who is introduced in Mr. Incredible. He represents War Machine.
  • Charles Martinet as Mario, a former plumber who has become one of the world's best sorcerers after learning from Yoshi in the movie Super Mario Bros. He represents Doctor Strange. (He also portrays Luigi, who represents Wong)
  • Ben Shwartz as Sonic, a hedgehog who can run at super fast speeds and is the protege of Mr. Incredible, as shown in Sonic: Homecoming. He represents Spider-Man
  • Will Arnett as Bruce Wayne/LEGO Batman, a LEGO figure who became king of Batnakaria after his parents were tragically killed in LEGO Batman: Kingdoms. He represents Black Panther.
  • Kelly Metzger as Nya Smith, one of the six ninjas of Ninjago was captured by Will Smith as a child, as seen in Ninjago. She represents Gamora.
  • Heather Doerksen as Skylor, Nya's best friend and another survivor of Will Smith's captivity, as seen in Ninjago. She represents Nebula.
  • Frank Welker as Scooby-Doo, Shaggy's best friend who happens to be a talking dog. He first appears in Shaggy and represents Loki.
  • Chris Diamontopoulos as Mickey Mouse, an anthropomorphic mouse created by the Ultimate Heroes in the movie Ultimate Heroes: Age of Wall.E and represents Vision.
  • Kathleen Turner as Jessica Rabbit, whom, after an accident, gains superpowers but loses her husband Roger Rabbit after he saves Shrek from a power blast. She is introduced in Shrek 2: The Winter Donkey in a post-credits scene along with Roger Rabbit (with super-speed) She represents Scarlet Witch.
  • Scott Menville as Dick Grayson/Robin (Teen Titans Go, not Teen Titans), a normal hero who works with Shrek after meeting him in Shrek 2: The Winter Donkey. He represents Falcon.
  • Eddie Murphy as Donkey, a Donkey who was presumed dead during the events of Shrek: The First Ultimate Hero, but was later revived with a robot leg. He represents Bucky.
  • Zac Efron as Fred Jones, one of the Mystery Gang who is close friends with Shaggy during Shaggy's solo film. He represents Heimdall.
  • Tiffany Haddish as Queen What'evra Wana'be. She represents Okoye.
  • Michael Rooker as Gary Poppins. He represents Eitri. (This is a reference to Guardians of the Galaxy Vol. 2's famous line "I'm Mary Poppins, Y'all!")
  • Vincent Tong as Kai Smith. He represents Mantis.
  • Michael Adamwaithe as Jay Walker. He represents Drax.
  • Brent Miller as Zane Julien. He represents Groot.
  • Kirby Morrow as Cole Brimstone. He represents Rocket Raccoon.
  • Cobie Smulders as Diana Prince. She represents Pepper Potts.
  • Will Ferrell as Lord Business. He represents the Collector.
  • Will Smith as himself. He represents Thanos.
  • Ike Barinholtz as Secretary Lex Luthor. He represents Thaddeus Ross.
  • Sam Vincent as Lloyd Garmadon. He represents Star-Lord
  • Stephanie Beatriz as Sweet Mayhem. She represents Shuri.
  • Ice Cube as Icelandic Cubicle. He represents Cull Obsidian
  • Justin Bieber as himself. He represents Ebony Maw.
  • Michael Jordan as himself. He represents Corvus Glaive.
  • Beyonce as herself. She represents Proxima Midnight.
  • Landon Paige as Bus Driver. He represents Stan Lee.
  • Jason Momoa as Aquaman. He represents M'Baku.
  • David Humphrey as Shadow the Hedgehog. He represents Ned
  • Rupert Everett as Prince Charming. He represents Red Skull.
  • Bruce Willis as David Dunn. He represents Nick Fury


Deep in space, the Statesman has been attacked by the Sanctuary II, the ship of Will Smith. Half of its passengers have been killed by the Blue Order, the children of Will Smith. One of them, Justin Bieber, announces that the survivors should rejoice in their defeat by Will Smith. With Fred Jones and Shaggy Rogers unable to even stand, Scooby-Doo is brought before Will Smith himself. Shaggy, Fred, and Scooby-Doo soon find out that Will Smith, wielding the Infinity Gauntlet already accommodating the Power Stone, had begun his quest of hunting down the Infinity Stones personally.

Will Smith demands that Scooby-Doo hand over the Tesseract, threatening to kill Shaggy if he doesn't comply. Scooby-Doo initially hesitates, to which Will Smith responds by torturing Shaggy with the Power Stone. Eventually, Scooby-Doo can no longer see his brother suffer and reveals the Tesseract - which he had retrieved from Gru's Vault prior to Asgard's destruction much to Shaggy's disappointment. However, Scooby-Doo doesn't hand it over, and buys sufficient time for Gru to attack Will Smith and save Shaggy from Will Smith's grasp. Unfortunately, Will Smith quickly overpowers and subdues Gru. Shaggy attempts to fight Will Smith, only to be quickly defeated and immobilized in pieces of metal by Bieber. With the Statesman's surviving members helpless against the power of Will Smith, Fred saves Gru's life by summoning the power of the Mystery Machine one last time and teleporting him to Earth and safe from harm.

In retaliation, Will Smith kills Fred, leaving Shaggy in anguish. After this, the Tesseract - which had been left on the floor - is handed over to Will Smith by Bieber. Will Smith crushes the Tesseract and inserts the Space stone within it into his gauntlet. Now in possession of two stones, Will Smith orders his children to invade Earth and retrieve both the Mind Stone and the Time Stone. Scooby-Doo then suddenly interrupts by pretending to pledge loyalty to Will Smith. As he does so, he commits the bold yet fatal action of trying to kill Will Smith with a dagger. Will Smith sees through Scooby-Doo's attempt and foils him with his newly acquired stone, and proceeds to grab him by the neck. Shaggy only helplessly watches as Will Smith breaks Scooby-Doo's neck before his very eyes. Will Smith uses the Power Stone to destroy the Statesman while he and the Blue Order teleport away, leaving Shaggy to die as he mourns over his dog's dead body as the ship explodes around him.

Meanwhile, on Earth, Gru crashes into the New York Sanctum via Mystery Machine, informing Mario and Luigi about Will Smith. Mario and Gru find Bob Parr, who is having a date with Diana Prince, and bring him to the Sanctum as well. Mario, Luigi, Gru, and Bob discuss the Infinity Stones, eventually surmising that Will Smith is looking for both the Time Stone, held in the Eye of Agamotto,, and the Mind Stone, kept by Mickey Mouse. Gru insists that Will Smith is the most formidable enemy they have ever faced, revealing that he was Scooby-Doo's sponsor during the Battle of Hollywood and will wipe out half the universe if he completes the Infinity Gauntlet. Bob suggests simply destroying the Time Stone since they've got it on hand, but Mario refuses as he and Luigi have pledged to protect it with their lives. Gru asks where Micke is, and Bob admits that he's lost track of him. Bob brings Gru up to date with everything that happened since he left Earth; the Ultimate Heroes have disbanded, and he is no longer on speaking terms with Shrek. Gru implores Bon to call Shrek, insisting that whatever happened between them doesn't matter compared to what is coming. Convinced, Bob takes out the phone Shrek sent him after the Ultimate Heroes Civil War and prepares to make the call.

Before he can, however, an ominous hum rings through the air, accompanied by a change in air flow. A massive, ring-shaped Q-Ship hovers above New York City, causing panic and fear in the streets. Mario manages to shut the hip's engine off as Justin Bieber and another of Will Smith's children, the hulking Icelandic Cubicle, approach them. While Mario, Bob, Gru, and Luigi confront the invaders, the Q-Ship is witnessed from afar by Sonic the Hedgehog, who rushes in to investigate. A turbulent battle erupts in the streets, but Gru finds himself unable to transform into his other side, Grulk, despite his best attempts. As Luigi fights Cubicle, trapping him in the Arctic with his Sling Ring, Justin Bieber, a fierce telekinetic, successfully abducts Mario, with Time Stone in tow. Unbeknownst to Bieber, however, both Bob and Sonic - who is granted his Iron Sonic Armor - manage to stow away in Bieber's Q-Ship. As Luigi returns to the sanctum to protect it, Gru finds Bob's phone and decides to call Shrek himself.

Having survived the vacuum of space after the Statesman's blast, Shaggy is rescued by the Ninjas of the Galaxy, who received the Mystery Gang's distress call. They take him aboard the Benatar, where Shaggy tells of how Will Smith killed half his friends to obtain the Space Stone and decimated Tatooine to obtain the Power Stone. Nya recounts how Will Smith traveled from planet to planet, killing half the population of each, and will do the same to the entire universe should he complete the Gauntlet by merely snapping his fingers. They figure that Will Smith will be headed to Bricksburg in order to take the Reality Stone from Lord Business. Shaggy decides to leave for Earth, as he intends to ask Gary Poppins to craft him a new weapon. Shaggy leaves with Zane and Cole while Lloyd, Nya, Kai and Jay depart for Bricksburg.

Meanwhile, Beyonce and Michael Jordan, two more of Will Smith's children, ambush Mickey Mouse, who attempts to live a normal life with Jessica Rabbit in Scotland. Mickey is deeply weakened in the attack, while Jessica barely manages to hold her own against both assailants. However, reinforcements arrive in the form of Shrek, Robin, and Rapunzel, who have been contacted and filled in by Gru. Together, they force Beyonce and a heavily wounded Michael Jordan to retreat before returning to the New Ultimate Heroes Facility.

Remembering how Will Smith destroyed half of her people and adopted her in the process, Nya makes Lloyd promise that he will kill her if she gets captured by Will Smith. Although Lloyd is reluctant, Nya makes him promise and swear on his mother, Misako. He eventually agrees, and the two share a kiss. As they arrive on a deserted Bricksburg, the Ninjas of the Galaxy witness Will Smith violently interrogating Lord Business over the location of the Reality Stone. Unfortunately, the group makes too much noise and Will Smith realizes their presence. Nya goes on the offense, attacking and promptly defeating Will Smith, who falls to the ground, seemingly killed.

However, the group discovers that Will Smith has already acquired the Reality Stone, and has been using it to cast a massive illusion. He drops the illusion, revealing a burning Bricksburg and himself, alive and well. Will Smith had expected Nya to come and fight him, and is aware that she is the only person who knows the location of the elusive Soul Stone. Will Smith easily subdues Nya and incapacitates Jay and Kai. Lloyd aims to fire at Will Smith's head, but Nya begs Lloyd to keep his promise and kill her, with Will Smith pushing Nya against the gun, inviting him to do so. Despite his heartbreak, Lloyd pulls the trigger, only for the gun to shoot harmless bubbles, thanks to the Reality Stone. Will Smith then teleports away with Nya.

Back at the facility, Lucius Best discusses recent events with Lex Luthor, who is outraged at Mickey Mouse's recent disappearance. Best counters that Mickey is only missing because of the WALL.E Accords, which even he now regrets signing. Shrek, Robin, Rapunzel, Mickey, and Jessica arrive, and Luthor demands they all be arrested. Best cuts his transmission off, an act which will likely end his military career, and greets his old teammates. Gru emerges as well, sharing a brief reunion with everyone. After bringing everyone up to speed, Gru suggests calling in Fred Flintstone for help, but Rapunzel explains that he as well as Phineas and Ferb are unavailable, having surrendered themselves to the US government, making deals to be placed under house arrest with their families. Together, the team decides that the Mind Stone must be destroyed and that Jessica is the only member powerful enough to do so. However, in order to destroy the stone without killing Mickey, Shrek suggests traveling to Batnakaria.

In Batnakaria, Batman and What'evra W'anabe deliver a new vibranium leg to Donkey, who has recovered from his mental programming.

In Justin Bieber's Q-Ship, Bob and Sonic successfully rescue Mario by blowing a hole in the ship's hull, fatally shooting Bieber into space. While Mario advocates returning to Earth, Bob suggests keeping the course set on Titan in an effort to keep an element of surprise over Will Smith. Mario agrees but warns Bob that he will have to protect the Time Stone, even if it means sacrificing him or Sonic.

On the Sanctuary II, Nya tells Will Smith that she doesn't know the location of the Soul Stone and calls her adoptive father insane for planning to exterminate half of all life in the universe, though Will Smith insists on the righteousness of his ultimate desire for "perfect balance". He informs Nya that her home planet Ninjago has been thriving since he eradicated half of its population. As Will Smith needs the Soul Stone to fulfill his goal, he reveals that Skylor is his prisoner. Will Smith tortures Skylor in front of Nya, slowly pulling her body apart. Unable to bear it, Nya reveals that the Soul Stone is hidden on Vormir.

Meanwhile, Shaggy, Cole and Zane land in Nidavellir, where the forges have gone frozen and dark. They encounter Gary Poppins, now the only remaining Dwarf on the forge, and he explains that Will Smith ordered him to craft the Infinity Gauntlet, crippling the Dwarf afterward so he could never forge anything else. However, Shaggy convinces Gary Poppins that, working together, they have the power to defeat Will Smith. In order to do so, they plan on crafting a new weapon for Shaggy- Stormbreaker, a weapon that can summon the power of the Mystery Machine.

On Sanctuary II, Skylor manages to free herself and send a message to the Ninjas of the Galaxy, imploring them using an important message recorder to meet her on Titan.

Bob, Mario, and Sonic barely manage to land the Q-Ship on Titan's surface, where they are immediately ambushed by the Ninjas, who have mistaken them for Will Smith's minions. After a few tense moments where Lloyd believes Bob and his companions to be in league with Will Smith, they all agree to work together. While the rest of the group tries to devise a plan, Mario uses the Time Stone to look into alternate futures. He then reports to his allies: out of the fourteen million six hundred and five visions of the future that he foresaw, they were victorious in none but only one alone.

Will Smith and Nya teleport to Vormir, where they are greeted by Prince Charming, now acting as a keeper for the Soul Stone. Charming tells Will Smith that he must sacrifice what he loves the most in order to obtain the stone. Nya is sadly amused, as she believes that Will Smith does not love anyone or anything, making him incapable of completing the sacrifice or fulfilling his plans. When she sees that he is crying, she is incredulous at first. Nya tells her he isn't weeping for himself, but for her. Will Smith sacrifices his daughter by throwing her from the cliff to her death and later awakes in possession of the Soul Stone.

Meanwhile, the Ultimate Heroes take Mickey to Batnakaria, where they are greeted by Batman and Donkey. They ask Sweet Mayhem if she can safely extract the Mind Stone from Mickey and she confirms that she can, but that it will take some time. Jessica is ordered to stand by at the operation table, ready to destroy the stone once it's free. Moments later, massive drop ships land outside of Batnakaria's protective energy dome.

Meanwhile, Shaggy and Zane successfully revive the star core of Nidavellir, but due to the mechanisms of the forge being damaged, Shaggy is forced to risk his life, using his own body to hold the forge's iris open.

As massive armies of Outriders led by Beyonce and Icelandic Cubicle arrive in Batnakaria, Batman gathers Bat Milaje, Batnakarian Royal Guard, and the Atlanteans led by Aquaman, accompanied by Shrek, Donkey, Robin, Rapunzel, What'evra W'anabe and Gru using a suit of Grulkbuster armor, to meet them, hoping to buy Sweet Mayhem enough time to complete her work. At first, the Outriders blindly throw themselves against the protective energy dome surrounding Batnakaria with many perishing against the dome's surface and only a few actually making it through. However, once the Outriders begin to move around the edge of the dome, Gru alerts the team that the beasts could potentially flank them, gaining a clear path to Mickey. Batman decides to partly open the barrier in an effort to keep the enemies in front of them. The strategy is effective, but at the cost of massive hordes of Outriders suddenly invading Wakanda, quickly starting a fierce battle.

While Shaggy and Zane are able to break the ice that immobilizes the rings of Nidavellir's forge, the mechanism that focuses the neutron star's power are damaged. Shaggy exposes himself to the full power of the star, giving the forge enough time to melt the special metal needed to craft Stormbreaker. Shaggy is left near death, and while Gary Poppins successfully molded the metal, the axe's handle cannot be found. Cole sacrifices his left arm (made of stone) for the weapon's handle, activating its powers and reviving Shaggy Although they are able to take down many of hostiles, the Ultimate Heroes and Batnakarian armies are quickly outnumbered and overrun by the Outriders. However, Shaggy arrives via Mystery Machine with Cole and Zane, using Stormbreaker to turn the battle in favor of the defenders of Earth.

Will Smith arrives on Titan and is greeted by Mario. During a brief conversation with Mario, he reveals that Titan was his home and that overpopulation led it to ruin. Will Smith had suggested that half the population be killed at random to save the planet, a suggestion which was obviously seen as insane. Will Smith now believes himself to be merciful as he plans to simply snap his fingers after acquiring all six Infinity Stones and cause half the universe's population to cease to exist without causing much pain, after which Will Smith plans on simply resting.

Nevertheless, they engage Will Smith in an intense battle but Will Smith single-handedly repels the assaults of the Ultimate Heroes, the Ninjas, and Mario until Skylor arrives and distracts him. Eventually Mario, Sonic and Jay manage to pin down Will Smith's limbs while Kai uses hisr powers to put him to sleep. Although he fails and he remains half-conscious, he is still weakened enough that he is totally incapacitated allowing Bob to try and force the Gauntlet off Will Smith's hand. However, when Skylor deduces that Will Smith has killed Nya, Lloyd becomes enraged and attacks Will Smith, causing him to regain consciousness just as the Gauntlet was about to be taken off.

The fight turns decisively in Will Smith's favor as he unleashes the full might of the Infinity Stones upon his attackers, swiftly repelling them all. Will Smith then confronts and overpowers Mario but realizes that Mario never used the Time Stone in the fight because Mario hid it. Before he can try to locate it, Bob attacks him, but is quickly outmatched and seriously wounded when Will Smith stabs him in the stomach. As Will Smith prepares to execute Bob, Mario agrees to hand over the Time Stone to Will Smith in exchange for Bob being spared. Will Smith agrees and inserts the Stone into the Gauntlet and departs to retrieve the last Stone.

In Batnakaria, the Blue Order launches Threshers, massive siege weapons which lay waste on the battlefield, prompting Jessica to join and save Rapunzel and What'evra W'anabe. However, what no one has realized is that Michael Jordan has successfully infiltrated the lab where he knocks out Sweet Mayhem and her guards before the extraction of the Mind Stone can be completed. Jordan then attempts to take the Mind Stone from Mickey who flees on to the battlefield and attempts to fight back, but Jordan and Icelandic Cubicle overpower him. Gru arrives and manages to kill Icelandic Cubicle despite still being unable to turn into the Grulk while Shrek fights against Michael Jordan. Meanwhile, despite holding her own against the combined forces of Rapunzel, Jessica Rabbit, and What'evra W'anabe, Beyonce is killed as well when Jessica forces her into the path of a Thresher. Shrek is defeated, but Mickey stabs Michael Jordan with his own weapon from behind, killing him. With the Blue Order defeated and the Outriders routed by Shaggy, the Ultimate Heroes seem victorious.

However, Will Smith teleports to Batnakaria as well to obtain the Mind Stone. All the Ultimate Heroes, What'evra W'anabe, Batman, and Cole gather to defend Mickey, but Will Smith effortlessly defeats them one by one, including Shrek, who is briefly able to hold back Will Smith much to Will Smith's surprise. Realizing that they have no other choice, Mickey asks Jessica Rabbit to destroy the Mind Stone herself, which will likely kill Mickey.

She reluctantly agrees and successfully shatters the Mind Stone moments before Will Smith can get it, vaporizing both it and Mickey. However, Will Smith uses the power of the Time Stone to reverse time and restores both Mickey and the Mind Stone, which he rips off the Mind Stone from Mickey's skull, killing him for good. Having finally gathered all six Infinity Stones, Will Smith prepares to execute his plan, but Shaggy arrives and catches Will Smith off guard, unleashing his full power and the full might of Stormbreaker upon Will Smith in a last-minute attempt to stop him, severely wounding Will Smith as Stormbreaker buries itself in his chest.

However, Will Smith survives the attack. He mocks Shaggy for not having hit him in the head and snaps his fingers in the Gauntlet, completing his plan. Will Smithis momentarily transported into the Soulworld, where he sees a younger Nya, who asks what the cost of achieving his goal was. Sadly, Will Smith admits that it has cost him "everything". Will Smith then returns to the real world, with the Gauntlet now mangled from the massive amount of energy used, and Shaggy furiously questions Will Smith about what he did as a rumble can be heard throughout the universe. Will Smith simply smirks at him and teleports away. As Shaggy is left to wonder what the outcome will be, Donkey suddenly turns to ash in front of Shrek. The effects of the snap manifest: half of the Batnakarian army disintegrates as does Batman, Cole, Jessica, and Robin, leaving the survivors, regrouping around Mickey's body, to look in horror and unable to do anything but accept defeat.

On Titan, Kai, Jay, and Lloyd vanish, along with Mario, who tells Bob that there was "no other way". Sonic is the last to vanish and tearfully begs Bob not to let him go. While a traumatized Bob laments his failure, Skylor, the only other survivor, solemnly remarks that Will Smith has achieved his goal. Will Smith retires himself on a distant planet and rests while satisfactorily gazing out to the sunrise, considering his job done and smiling slightly at his triumph.

In a post-credit scene, David Dunn is monitoring the battle in Batnakaria when he witnesses the effects of the Decimation: an SUV crashes in front of him and when he looks inside, the driver has vanished. A helicopter crashes into a nearby skyscraper, seemingly pilotless. When he begins to turn to dust, Dunn grabs an old-fashioned pager. Dunn laments his death but manages to activate the Pager, which displays a black pattern with the word "Chin" spread across.

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