Loki looked up, seeing the shocked faces of the men he had thought were his father and brother as he fell from the rainbow bridge, watching as they faded away from his sight. He felt an overwhelming mixture of despair and resignation at his failure.

He had been so sure his father — no; he corrected himself, Odin would be proud, as he finally removed the threat the frost giants posed to Asgard, and proved beyond a doubt where his loyalties lay, but Thor had robbed him of that, and worse still, Odin had agreed with him.

He felt weightless, suspended in the vast emptiness between realms as portals formed and closed around him. He caught glimpses of other worlds, places he didn't recognize, odd creatures, and alien landscapes, all forming and closing within the blink of an eye.

He didn't know how long he floated there, drifting endlessly as time lost all meaning. It could have been hours, days, even months or years.

'Is this to be my fate? Trapped in this place forever?' Loki thought to himself, forced to watch as countless worlds were born and died, unable to reach those places no matter how hard he tried.

Loki closed his eyes, no longer interested in seeing the universe pass him by. It was then that he felt a pull. His eyes shot open as he realized he was no longer drifting. Something or someone was pulling him towards a portal.

Before he knew it, he landed heavily in a vast chamber. It was dark, shadows dancing along the walls. Underneath him was a cold metallic floor. He got to his feet, smelling the distinct scent of alien machinery.

Standing in front of him, he saw a group of heavily armored warriors. They looked strangely familiar, but he couldn't quite place them. Their skin was a mottled gray and covered in metallic implants.

Between them stood their leader. He was tall and regal, with a pale complexion and elongated ears. "Welcome, Loki of Asgard," he said in a raspy voice that sent a chill down his spine.

"Who are you?" Loki demanded, hiding the undercurrent of fear he felt as he stared at them down. "And why have you brought me here?"

"You may call me the Other," he replied. "Servant of Thanos… the Mad Titan."

Loki felt his breath catch in his throat as he heard the name, remembering the hushed stories told about him on the worlds he visited. His mind raced as he tried to put the pieces together, wondering how and why he had come to the attention of the Mad Titan.

"Thanos has been watching you," The Other continued. "He knows of your ambitions, as well as your recent failure. He has an offer for you."

"And what does the Mad Titan want from me?" Loki asked, his voice steadier now that it seemed they weren't here to kill him.

"The Tesseract," the Other replied, creating a holographic image of the cube. "It holds a power that Thanos has an interest in. In exchange for retrieving it for him, he will give you the means to conquer Earth."

"The Tesseract is a source of immense power and energy," Loki said, his interest now piqued. "What specifically does he offer in return?"

The Other smiled darkly. "An Army," he said, gesturing to the warriors standing beside him. "And a scepter imbued with the power to control minds to use at your discretion. In short, everything you need to subjugate Earth to your will."

Loki watched as the scepter materialized in the Other's hand, glowing with an eerie blue light. He could feel the power emanating from it, seductive and dangerous. He reached out, closing his fingers around it, feeling a surge of energy flow through him.

"Will you accept my master's offer?" The Other asked, a dark smile on his face, knowing already that Loki would not turn him down.

Loki looked up, meeting the Other's gaze, seeing his own ambition reflected in those dark eyes. He nodded slowly, "yes."

"Do not fail," the Other warned. "The Mad Titan does not take failure well," he said, fading into the darkness along with his soldiers.

Loki looked around the cavernous room, wondering how he was supposed to get to earth when he heard a faint hum. He followed the sound, finding himself in front of a console. As he looked at the readings, he realized what it was.

It was meant to create a portal, and already programmed to bring him to earth. He smiled, pressing the button as a shimmering blue portal appeared in front of him.

Just as he was about to step through, he felt a stabbing pain in his mind. It felt as if a thousand needles were stabbing his mind all at once. He grabbed his head with one hand, letting out a pained scream as he held the scepter tightly in the other.

Visions flashed across his mind, the memories of his past failures, the ones he betrayed and lied to, and most of all, his desperate thirst for power that drove him to accept the Mad Titan's offer in the first place.

He grit his teeth, trying to fight through the pain, but in only worsened, threatening to overwhelm him. 'What's happening to me?' He thought, desperately struggling against the onslaught of visions.

That was the moment the visions changed, the pain intensifying as he dropped to his knees, seeing events that hadn't happened yet. His army destroyed, Thor and some other warriors he didn't recognize standing over him, looking at him with disgust. 'NO!' He thought desperately, unwilling to accept another failure.

The vision changed again. This time he smiled through the pain as he stood victoriously over Thor and countless other warriors strewn at his feet. He had done it; he had conquered earth, but the moment was short-lived, his victory turning to ash as a blinding light lit up the sky, and from it Odin emerged, flanked by the armies of Asgard.

He could only watch as they lay waste to his own army, a look of fury etched on his face as he drew closer.

"You are no king!" Odin thundered. "You are a fool, a usurper, and your ill-gotten reign ends now!"

Loki could see Gungir glowing with power in the hands of the All-father, looking far more dangerous than when he wielded it against Thor. He tried to fight back, using the power of the scepter, but it was no use. Odin was just too strong.

He looked down, seeing the blood oozing from his stomach. He hadn't even seen the final blow coming. His knees gave way as he tumbled to the ground, his vision fading.

'NO!' Loki thought desperately. 'It can't end like this!'

Another vision began, just as the last one ended, but this time, he wasn't even on the battlefield. He was standing before Thanos, a mask of cold fury on the Titan's face.

"You failed me, Loki," Thanos growled, grabbing him by the throat as he squeezed. "You promised me Earth, yet the only thing you delivered is chaos and ruin."

Loki clawed at the Mad Titan's hand as his eyes bugged out, his lungs burning for oxygen as Thanos sneered at him. "G-Give me another chance… I can still s-s-succeed," he choked out, but Thanos's grip only tightened further.

"No more chances Loki," Thanos replied, his voice cold yet calm, as he flicked his wrist, snapping Loki's neck, then cast aside his lifeless body carelessly.

Loki fought through the pain, unwilling to give up. 'There has to be a way,' he thought desperately.

Another vision started. Loki looked around, wondering where he had ended up this time. He looked up at the sky, a sickly green, filled with swirling clouds of smoke and ash. The land was barren and lifeless. He could see the twisted metal and charred remains of buildings scattered around him that vaguely resembled Midgard.

He walked through the ruins, his footsteps echoing in the silence. The acrid smell of burned flesh and decay filling his nostrils. There were no signs of life, no humans, no animals, nothing but the eeiry stillness of a dead planet.

He saw the broken forms of the warriors that fought beside Thor in his previous visions, shattered pieces of a shield laying in the dirt, a smoldering suit of armor laying near it, and something that made him stop and stare.

Mjöllnir, but it was like he had never seen it before, cracks all along the head, and it glowed red hot. Beside it was his own lifeless body, his face frozen in in an expression of pain and agony.

Loki felt his heart sink as his visions finally stopped as he came to a sinking realization. Accepting Thanos's offer would be his undoing, turning him into a pawn in a game he could never win.

His pride, his vanity, and most of all, his need for recognition had blinded him to his faults as he repeated the same mistakes over and over again throughout his life.

Loki looked at the scepter clutched tightly in his hand, realization dawning on him as it cast an eerie shadow on the walls. It was not the tool of conquest the Other said it was, but something much more powerful. "The Mind Stone," he whispered.

He raised the scepter high into the air before smashing it into the cold metallic floor of the chamber. The impact shattering the scepter, and freeing the Mind stone from its setting.

Loki watched as the stone floated in front of him, no longer constrained and limited by the scepter. With a deep breath, he extended his hand, watching as it descended into his palm, the cool surface of the stone pulsating against his skin.

He felt a sudden rush of energy as the stone communed with him, revealing its mysteries. Controlling minds only scratched the surface of what the stone was capable of. Telepathy, illusions, enhanced intelligence. It could even enhance the connections between the mind and body, improving one's reflexes.

Loki stood in the dimly lit chamber, wondering if he was truly alone, or the Other and his warriors were still there, watching him. He sent out a psychic wave of energy, noticing it too was now enhanced by the power of mind stone as he scanned his surroundings.

Everything in the chamber came into sharp focus, as if a powerful light had been turned on, illuminating every corner of the chamber, and confirming that he was indeed alone.

Satisfied, Loki directed the energy of the mind stone inward, enhancing his own abilities. He felt another sharp pain in his mind as his thoughts became more clear, and organized. Then his memory expanded, allowing him to recall even the smallest details of his life with perfect clarity. His reflexes heightened, as every nerve and muscle in his body attuning to his mind.

He looked around in surprise as time seemed to slow as his perception quickened, allowing him to see flickers of light, subtle movements of air currents, and even the minute details of the metallic chamber's surfaces.

Loki felt a sense of exhilaration and control he had never felt before, even as the visions the stone gave him still weighed heavily on his mind.

He sat on the floor, the mind stone still glowing faintly in the palm of his hand as he thought of his desire to conquer earth, only now realizing that it came from his need to step out of not only Odin's shadow but Thor's as well.

Earth was under the protection of the All-father, and any designs he had for it would draw his wrath, and inevitably lead to a war he could never win.

He was too short sighted then to see it, but now, even with the mind stone at his disposal, he simply wasn't powerful enough, not to defeat his father, and certainly not enough to defeat Thanos.

'I need a new approach,' Loki thought to himself. 'One that allows me to truly stand against all those that oppose me,' he mused.

His gaze drifted back to the mind stone. One stone had allowed him to enhance his body and mind in ways he had never thought possible. The Infinity Stones were power incarnate, each of them granting dominion over a different aspect of reality.

He thought back to what the Other had said about the Tesseract, along with some of the old lessons from his childhood, remembering that at one time it was held within Odin's vault. It was a source of immense power, capable of creating portals and manipulating space itself.

Loki's mind raced as he put the pieces together. The Tesseract was the space stone, but that wasn't his biggest realization. Thanos had lent him the use of the scepter to get him the space stone, and considering what he knew of the Mad Titan's ambitions he had only one purpose in mind for collecting the Infinity Stones, to snap away half the life in the Universe.

He rose to his feet, finding a new purpose, collecting the Infinity Stones for himself. With them in his possession, he could carve out his own kingdom, become a king himself, just as Bor, Odin's father, had done before him.

Loki stepped through the portal, knowing now that his normal grand standing wouldn't serve him well on his mission. His path to power lay in subtlety and strategy, not grandiose spectacles, at least not yet.

When he arrived, he looked around the facility he found himself in, noting the steel walls and heavy blast doors, and knew that he had to be in the right place. He extended his senses, feeling the pulse of the Tesseract's energy nearby.

He moved through the facility like a shadow, using his illusions to hide himself, and erasing the memories of the Shield agents he passed for good measure. He couldn't allow even a trace of his presence on earth to be detected.

He subtly read the minds of the shield agents he passed, eventually finding the location of the space stone.

After crossing through various checkpoints and security measures of the facility, Loki found himself inside the chamber housing the space stone.

With a wave of his hand, he puts the scientist studying the stone to sleep, along with the agents protecting it.

He could feel the immense power the stone possessed as he reached out and grabbed it. Digging his fingers into the tesseract, he stripped away the housing, revealing the space stone hidden inside.

Loki smiled, knowing that he was one step closer to his goal, but he still needed to find the locations of the other stones, preferably before Thanos realized he would never make good on their deal.

Looking around, he knew he couldn't stay in this place for much longer, knowing that Hiemdial could be watching him, even now. He used the space stone to create a pocket dimension for himself, safe from the prying eyes of all-seeing Asgardian, and allow him the time to think and plot his next move.

He blinked as he instantaneously found himself in the pocket dimension he created for himself. A place outside the normal flow of time, and safe from the prying eyes of Heimdal, and anyone else that could be searching for him.

He looked around the void like space, a faint ethereal glow emanating from all directions, the ground beneath his feet shifting and changing as he stepped towards the stone table in the center of the pocket dimension.

He sat down heavily, placing the space and mind stone on the table as he stared at his newly acquired space stone intently, learning of its powers and limitations. Unlike the mind stone, which he used to make permanent alterations to his mind and body, the space stone was different. It only worked while in his possession. While he held it, he was near invincible. Teleportation, manipulation of space, enhanced strength and durability, he could even manipulate the very air around him, but if it was ever taken from him, those very abilities could easily be used against him.

Loki frowned, detecting a worrying change in his body after his extended use of the space and mind stone. It was subtle, only detectable because of the changes he had made to himself, but continued use of the stones was harming him, and it would only get worse as more stones came into his possession, leading to debilitating pain, and eventually death.

He sighed, feeling his plans take a heavy blow at the realization. Without the stones he was no match for Thanos, and whoever else he inevitable ran into that would want the stones for themselves.

Then there was the realization about his pocket dimension. While it seemed perfect at first, giving him a place to hide himself away and plot his next move, it too, had a flaw. It required the continued use of the space stone. Even now, he could feel a dull ache in his head as he continued to use it.

'I'll have to use the stones sparingly going forward,' he thought, something that would become even more difficult when Thanos realized what he'd done and hunt him down relentlessly.

Loki paced back and forth as he considered his next move. 'I need a way to use the stones without all the side effects, or at the very least a way to mitigate them somehow,' he thought.

He delved into his memories, looking for a solution, hoping some half forgotten memory would shed some light on his problem. 'The dwarves,' he thought as inspirations struck. They were the greatest craftsman in the know universe, and had previously created a gauntlet to wield the stones, but then realized it would only slow down the damage. The end result would still be the same.

He continued to pace, his frustration mounting, as every potential solution he thought of invariably led to a dead end. He needed a wider scope of knowledge than his own. 'Odin,' he thought, as a risky plan formed in his mind. The man was over 5000 years old, and had forgotten more things than most Asgardian would learn in a lifetime.

'I have to go to Asgard,' Loki realized. It was the only way to achieve his goals. With the aid of the mind stone, he could search Odin's mind, and hopefully find a solution to his problem. But with Odin, Thor, and Heimdall on Asgard, his plans would fall apart even before they began. He needed a distraction, something to draw their attention and distract them long enough for him to sneak into Asgard.

A sly smile formed on Loki's face as he realized Thanos had given him everything he needed for such a distraction: the invasion of Earth. It would draw Thor to Earth, and without the rainbow bridge it fell to Odin to transport him, weakening him enough to put him in the Odin sleep.

Loki stepped out of his pocket dimension, appearing in Stuttgart, ready to cause havoc. He walked to Schlossplatz square, knowing that in a place like this, he would draw the most attention.

He looked up at the clear night sky, the city's lights casting a faint glow over the square. As he walked, the people moved out of his way, a subtle trick he employed with the aid of the mind stone, giving them a sense of fear and uneasiness.

Spotting a camera crew in the square, he mentally commanded them to direct their cameras at him as he dawned his armor, flashes of light surrounding him as it formed on him.

"Kneel!" He commanded to the watching crowd, his voice carrying across the square, ensuring everyone heard him.

Loki could see the fear in their eyes, and took it a step further as he created an illusion of the Chitauri warriors to encircle the crowd, their weapons raised menacingly.

"It is the natural state of your kind to kneel, is it not?" He asked the crowd. "The unspoken truth of humanity is that you crave submission," he continued, channeling his old self.

He watched the crowd, making sure the cameras remained focused on him, knowing that it wouldn't be long before the warriors he had seen in his visions fighting alongside Thor would arrive.

Loki could hear the crowd murmuring, whispering to each other about what they thought was going on. He frowned, realizing that he needed an added element to instill the fear he required to draw out Earth's warriors.

With a thought, he created another illusion, this time soldiers to engage with his Chitauri. Illusionary explosions rocked the streets and buildings collapsed as the orchestrated fighting intensified and the people around him screamed in terror.

Next he created illusions of the humans, getting caught in the crossfire between the two apposing forces, adding another level of realism to his illusion.

Loki looked up, hearing the sound of jet engines as a new force arrived. He recognized the symbols on their vehicles. It had been in his visions, plastered on the smoking wreckage of the ships, but they still weren't the warriors he was looking for, and there was still no sign of Thor's arrival.

He fought off the agents with easy, deflecting their weak attacks back at them as he kept an eye on his illusionary warriors. Using the power of the space stone, he manipulated the air around them, giving his illusions substance to prevent them from discovering his trick.

He felt a sharp and growing pain in the back of his head as he utilized both stones at once. 'Where are they?' He thought impatiently, knowing that he couldn't keep up the charade for much longer.

Just as he thought he would actually have to kill the humans to draw out the warriors, he heard another sound, similar to their planes, but a few octaves higher. He looked off into the distance, recognizing the metal man from his visions, and allowed the humans to turn the tide, slowly pushing back his illusionary forces.

As the metal man drew closer, he had them fall, fading to nothingness, and giving the illusion that upon their deaths, his soldiers faded into nothingness.

He watched as the metal man sent a blast of energy at him, but stood rooted to the spot, allowing the blast to send him crashing to the floor.

"Make your move, Reindeer Games," Loki heard the metal man taunt him as he targeted him with even more weapons.

Loki smirked, raising his hands in the air as he allowed his armor to fade away, leaving him in a crisp black suit.

"Really? That all you got?" Tony asked skeptically.

"I yield," Loki replied just as another jet arrived, carrying Captain America and the Black Window.

"What's the catch?" Tony asked, not believing for a second that the god of mischief would just surrender the way he had.

"No catch," Loki replied. "I simply recognize when I'm outmatched," he said, watching as Captain America and the Black Widow approached.

Tony followed the Asgardian's gaze, lowering his guard, concluding that Loki wasn't prepared to fight all three of them.

Loki didn't resist as Iron Man and Captain America locked a pair of cuffs around his wrists, secure in the knowledge he could tear them off, as if they were made of paper anytime he chose.

He didn't resist as they marched him onto the quinjet and took off, presumably to a holding facility to interrogate him.

Loki observed the warriors. He didn't need the mind stone to know they didn't know what to make of him, and why he had surrendered so readily, but it hardly mattered now. He had got what he needed from them.

He was confident that Hiemdial must have seen him and hoped it wouldn't be too long before Thor made his grand entrance.

The minutes passed by in a tense silence as Stuttgart faded into the distance, until Loki finally heard it, the thunder. His lips curled into a knowing smile, catching the eye of the three warriors. "You're going to love this next part," he said, his voice dripping with amusement at how predictable Thor could be.

"What did you do?" The Widow demanded just as lightning strikes danced around the jet and the sky darkened.

Loki didn't answer as they all heard a heavy thud coming from the top of the jet, causing it to shudder, then a grinding sound as Thor tore a hole in the plane's roof for him to step through.

Loki sent a wink at the widow before he activated the space stone, making his escape, leaving the stunned warriors behind to deal with his brother.

Loki arrived in the palace, and quickly activated the mind stone, hiding his presence from his former people. He moved silently through the halls, avoiding the many guards and servants with ease as he made his way to Odin's chambers.

When he pushed open the door, he found his adoptive father in a deep trance-like state, but next to him was someone he had hoped not to see, his mother, sitting by his bedside.

If there was anyone that could convince him to return, to step back from his plans, his ambitions, it was her. 'Sleep mother,' he thought, using the mind stone to send her into a deep sleep.

He picked up a fur, draping it over her shoulders before he turned to face the all-father, feeling a mix of emotions. Bitterness, resentment, and through it all, a flicker of yearning for his approval.

He closed his eyes, taking a deep breath as he pushed aside his conflicting thoughts and feelings, focusing on the reason he was here. Activating the mind stone, he delved into Odin's consciousness, a much easier task due to his current state, and began the task of copying his knowledge, wisdom, and millennia of experience.

The transfer felt overwhelming, the rush of information flooding his mind as a torrent of memories and skills that took a lifetime to master became his. He saw Odin's battles, his triumphs, his failures, even his deepest secret, another child, one born before Thor.

When the process was complete, Loki took a moment to steady himself, allowing his newly acquired knowledge to settle in his mind.

He sifted through Odin's memories, looking for anything that could help him safely harness the power of the infinity stones, but to his disappointment, not even Odin had found what he needed.

Loki sighed in frustration. While he had successfully acquired Odin's knowledge, he was still no closer to the answer to his question. He clenched his fists, his mind racing as he tried to find another solution to his problem.

He knew it wouldn't be much longer before Thanos or the Other figured out his true plans and came looking for him. He also couldn't risk lingering on Asgard for much longer as the mind stone began to take its toll on him.

He stepped out of Odin's chambers, moving silently through the palace, feeling the growing strain of hiding his presence, knowing that he needed something, anything that would give him a chance against Thanos in place of the stones.

There was only one place he could go: the treasure vault. The treasures and relics locked inside would at least give him something to bargain with as he looked for places to hide from the mad titan.

Loki entered the vault, quickly scooping up anything that he could sell quickly, or could be traded for more information about the stones.

As he filled his conjured pouch with gold, jewels, and ancient artifacts, his eyes settled on the Casket of Ancient Winters, a potent weapon capable of unleashing an endless winter.

He hesitated for a moment, remembering the last time he laid eyes on it before quickly scooping it up, knowing that he would need every advantage he could get.

Loki knew he was running out of time. If he didn't leave soon the pounding migraine he was experiencing would soon overwhelm him, and at that point he wasn't sure he would even have the strength to escape with the space stone, but he couldn't let an opportunity like this slip through his fingers.

Taking another risk, he made his way to Heimdall, hoping his abilities would allow him to find what he was looking for. With the aid of the mind and space stones to enhance his reach and power, it could be just enough.

He arrived at the observatory, using his own magic to disguise himself as Odin, and the mind stone to confound Heimdall into forgetting that he was currently in the Odin sleep.

"Heimdall," Loki said, mimicking the voice of the all-father. "I have a task for you."

"Of course, All-father. What do you require?" Heimdall asked, none the wiser.

"I'm searching for something," Loki replied. "A device or object capable of safely wielding the infinity stones."

Heimdall's eyes narrowed. "I'm sorry All-father, but finding such a thing is beyond my abilities."

"I understand," Loki replied, taking the risk of tapping into the power of the mind and space stone to enhance Heimdiall's abilities. "But it is of the utmost importance you try."

"Yes All-father," Heimdall dutifully replied as he began his search, not realizing his reach had been amplified far beyond his usual capacity.

Loki bit back a groan as the strain increased, watching as Heimdall's eyes glowed with a fierce intensity.

"…I see many things," Heimdall said after a long moment, "but not the object you seek, All-father."

Loki cursed mentally, clutching his forehead. "Keep Looking! There must be something!" He demanded, not willing to give up just yet.

Heimdall nodded, stretching his sight across the cosmos. After another long and tense silence he spoke again. "There is no object, however, there is someone. Her name is Vers."

Loki quickly used the mind stone to remove their conversation from Heimdall's mind. "Rest now Heimdall," he ordered, putting him to sleep, before he staggered against a wall clutching his forehead.

Loki breathed a sigh of relief as he allowed his disguise to fade. Using both stones for as long as he had took its toll and made him realize that using them in battle was beyond his capabilities.

Summoning the last of his strength, he focused on the location of Vers, the planet Ria, and used the space stone to travel there. Unlike his journey to Asgard, this trip was rough, each second feeling like an eternity as his pain intensified. When he finally arrived, he collapsed to the ground, exhausted, but resolute about what he had to do.