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Star-Lord: See, "not winging it" isn't really what they do.
Spider-Man: Uh, what exactly is it that they do?
Mantis: Kick names, take ass.
Drax the Destroyer: Yeah, that's right.
Iron Man: ...

— The moment Tony Stark regretted everything.

Avengers: Infinity War may be the Darkest Hour of the Marvel Cinematic Universe, but that doesn't mean that there aren't some laughs along the way.

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Film

Despite barely clinging to life in the grip of Thanos, Thor is still not impressed with his speech of doom.
Thor: You Talk Too Much!
What feels like the last bit of the lightheartedness of Thor: Ragnarok seguing into the more serious tone of this film: Thanos brutally tortures Thor and demands the Tesseract. Thor insists that the Tesseract was destroyed with Asgard. He looks to Loki to back him up, and Loki puts on a sheepish "funny you should mention that" expression before conjuring it up. An exasperated Thor mutters, "You really are the worst, brother."
From Thanos' perspective, his fight with the Hulk: Maw anticipates this as "fun" for his master which it seems to be. The smug grin Thanos flashes Hulk who, for the first time, is emitting grunts of fear and confusion, is hammy and his movements are so effortless; Thanos really is just playing.
It quickly stops being funny, but Loki just has the biggest cocky grin on his face when he pretends to offer Thanos to be his guide on Earth because he has "a bit of experience in that arena."
- Then Thanos decides to be a bit of a Deadpan Snarker:
  Thanos: If you consider failure experience.
Wong and Strange are introduced with Strange preparing to go on a deli run while chiding Wong for not having any money. Wong responds by saying that he is focused on the spiritual rather than the material.
Strange: I'll tell the guys at the deli. Maybe they'll make you a metaphysical ham-on-rye.
- Wong excitedly realizes he does have money, pulls out two-hundred rupees, then admits that its worth an American 'buck and a half'.^note2018 exchange for Nepalese rupee: US$0.009. So Wong actually has US$ 1.80. Strange exasperatedly sighs and offers to pay, to which Wong eagerly asks for tuna melt.
  - That being said, because in Nepal (Kathmandu, for example) street food can be found on every corner for prices equivalent to less than $1, and a full meal at a local joint can cost anywhere from $1.25 to $5.60 on average, Wong definitely could have gotten his food at that price!
- Cue Hulk crashing through the roof of the Sanctum Sanctorum.
- As the dazed Bruce Banner lies in the crater his entry made, he tells Strange and Wong the truth fans have known since The Avengers: Thanos is coming for Earth...and the two Masters of the Mystic Arts have no idea who that is.
  Bruce Banner: [barely conscious] Thanos is coming!
  Stephen Strange: ...Who?
We cut to Tony on a run, promising Pepper no more surprises. Dr. Strange then sling-rings to Tony, interrupting to tell him that the world is in danger...and then awkwardly congratulates him on his engagement.
- Referenced later on — when Wong saves Tony by using his sling ring to strand Cull Obsidian in the Arctic, Iron Man jets away shouting, "Wong, you're invited to my wedding!"
Then there's Tony Stark and Stephen Strange engaging in Snark-to-Snark Combat.
Strange: He could destroy life on a scale hitherto undreamt of.
Tony: Did you seriously just say "hitherto undreamt of"?
Strange: Are you seriously leaning on the Cauldron of the Cosmos?
Tony: Is that what this—
[the Cloak of Levitation smacks Stark; Beat as Stark looks confused]
Tony: ...I'm going to allow that.
- Tony had his back turned so he'd naturally assume Strange smacked him with the Cloak, not that the Cloak itself smacked him!
- Part of Tony's confusion is clearly due to the fact he's realized that, unlike nearly every other hero he's worked with, Strange can dish it as well as he can and won't be pushed around.
- The digs that Tony and Strange take at each other as they argue on what to do with the Time Stone are also hilarious with a little bit of awesome mixed in seeing two of the great Deadpan Snarkers of the MCU engage in snark combat.
  Tony: What is your job exactly, besides making balloon animals?
  Strange: Protecting your reality, douchebag.
  - It gets even funnier if you remember Doctor Strange's appearance on Jimmy Kimmel where he actually made balloon animals.
  - Ebony Maw later makes a similar dig at Strange, snarking that he "must be popular with children."
- When the Black Order's ship shows up, shaking the ground and causing the air to move, we get an exchange that suggests sometimes Strange uses his magic to move his hair.
  Stark: Say, Doc, you wouldn't happen to be moving your hair, wouldja?
  Strange: Not at the moment, no.
- It's a blink-and-you'll-miss-it moment, but the competition between Strange and Stark continues when Strange uses his magic to stop the Q-Ship from descending and promptly gives Stark a cheeky wink.
  - Stark simply responds with what seems to be an eye-roll rolled into a turn to advance toward Maw and Obsidian.
- Tony suggests destroying the Time Stone to prevent Thanos from getting all six. Wong objects that he and Strange have sworn an oath to protect it with their lives. Tony's response?
  Tony: Yeah, and I swore off dairy, then Ben & Jerry's named a flavor after me, so...
  Strange: Stark-Raving Hazelnuts.
  Tony: [defensively] It's not bad.
  Strange: Bit chalky.
  Wong: "A Hunk-a Hulk-a Burnin' Fudge" is our favorite.
  Bruce: That's a thing?
- The implication that all the Avengers have their own pun-filled flavor is also pretty funny.
Bruce has been off world for several years and is having some difficulty catching up, leading to some comedic moments.
- When he learns that the former Avengers are no more. The quiet somber soundtrack playing while he says the line makes it even better.
  Bruce: Broke up? Like a band? Like the Beatles?
- As Tony shows off what his new nanotech suit can do, you can see Bruce making a "What the HELL?" face in the background.
- He's also pretty flabbergasted to learn about the kind of new superheroes on Earth now.
  Bruce: There's an Ant-Man and a Spider-Man?!
- And that Stark now lost contact with Vision:
  Bruce: You lost another super-bot?!
When the Children of Thanos's arrival brings an eerie, ominous wind:
Tony: [noticing locks of Strange's hair moving in the wind] Say, Doc, you wouldn't happen to be moving your hair, would you?
Doctor Strange: ...Not at the moment, no.
Tony indulges himself on his nicknaming tendencies and calls out Ebony Maw during his Utopia Justifies the Means speech.
Tony: It means get lost, Squidward!
- Reportedly, this line has gotten the most laughs out of audiences simply because Tony making a SpongeBob SquarePants reference was so unexpected.
- In the French Dub, Tony calls Maw "Voldemort". Which is even funnier due to how much Maw looks like Voldemort.
- Beforehand, he tells the Ebony Maw in the middle of his big speech that "Earth is closed today."
- The mere fact that Ebony Maw is annoyed with Tony's shenanigans, even when he knows him for just five minutes.
  Ebony Maw: He exhausts me.
- And, at one point, he calls Thanos's ships exactly what they looked like. Donuts. Big, flying donuts.
- Tony also refers to Drax as "Mr. Clean" and Quill as "Flash Gordon", which the latter takes as a compliment to cement the Snark-to-Snark Combat.
  - Becomes a double meta-reference when in the next Avengers film Quill comes back to life. Altogether now: GORDON'S ALIVE!
Bruce failing to Hulk Out at the start of the movie, with everyone around him looking increasingly more annoyed.
Tony: Where's your guy?
Bruce: I don't know. We've sorta been having a thing.
Tony: There's no time for a thing. [points to Cull Obsidian] That's the thing right there, let's go.
[Bruce continues to struggle]
Tony: Dude, you're embarrassing me in front of the wizards.
- Prior to that, Tony asking if Bruce would like to take on Cull Obsidian.
  Tony: Hey, Banner, want a piece?
  Bruce: No, not really, but when do I ever get what I want?
His attempts to invoke the Hulk in that scene eventually devolve into him slapping himself in the face pathetically.
Bruce: Come on, Hulk, what're ya doing to me? Come out! Come out! Come out!
Hulk: NOOOOO!!!
Bruce: What do you mean, "no"?!
The entire scene where Peter Parker sees the Q-Ship.
- He asks Ned to cause a distraction so he can slip away as Spider-Man. The hilarious part was that Ned didn't even listen to Peter. He just saw the Q-Ship and his exclamation was genuine, all the more lending Peter the distraction he needed.
  Ned: Holy SHIT! We're all gonna DIE!
- There's also Peter getting Ned's attention by lightly smacking his face.
- Peter's incredulous "I can't believe that worked" look as Ned guides all the other kids to the back of the bus.
  - Makes things redundant when Peter had to jump out of the bus in broad daylight before putting on the mask.
- The panic on the bus also leads to Stan Lee's cameo, as the driver who complains "What's the matter? Never seen a spaceship before?"
  - Which is a valid point, since this is technically the second time spaceships appeared in New York while Stan was there.
Spider-Man's entrance into the big fight is as epic as a superhero coming in to save the day, and as awkward as teenaged Peter Parker.
Peter: [to Cull Obsidian] Hey, man! What's up, Mr. Stark?
- Since Peter is still very out of the loop, Tony quickly fills him in on the situation.
  Peter: What is this guy's problem, Mr. Stark?
  Tony: Uh, he's from space, he came here to steal a necklace from a wizard.
  - Made funnier by Peter not even questioning it.
- And then when the Cloak of Levitation flies by with an unconscious Strange and Ebony Maw right on its tail...
  Tony: Kid, that's the wizard!
  - Before that, when Ebony Maw uses his telekinetic powers to bind the unconscious Strange on a chunk of ground with metal pipes the Cloak of Levitation pulls him out of it. Ebony Maw needs a few seconds to realize that he's floating a piece of empty floor, and when he notices it, he isn't amused.
Whilst climbing onto Maw's ship, Peter nearly dies from asphyxiation as it leaves Earth's atmosphere. So Iron Man swoops in and installs a new Spider-Suit onto Peter that's made to act like a space suit. What's his first words after that?
Peter: [excitedly] Mr. Stark, it smells like a new car in here!!
- Turns out, Iron Man didn't just deploy that suit to save Peter: it's built with a parachute that Iron Man uses to hold Peter back from joining in on the action. Naturally, your friendly neighborhood Spider-Man whines over this like he were a child being left out.
  Peter: [in the distance] OH COME ON!
The Guardians' introductory scene gives us a wonderfully cheeky Title In joke, beginning with an establishing shot of the cosmos accompanied by the words...SPACE. You can almost hear Mike Nelson say "Well, that narrows it down."
- Then we look in on the Benatar, blaring The Spinners' "Rubberband Man" with Star-Lord singing. He calls out to Drax to sing along...and he's sleeping. Then the camera moves to Gamora singing along just as enthusiastically as Peter.
  - Even funnier, Drax is in the exact same position as when Mantis knocked him out last film, which makes one question whether she knocked him out again! Then again, shortly afterward he's awake as if nothing happened, so perhaps he was just faking it.
- Adolescent Groot gets into trouble over his habitual video-gaming:
  Peter: Groot, put that thing away, now. I don't want to tell you again.
  Groot: [continues playing]
  Peter: Groot!
  Groot: I am Groot.
  [shocked looks among the Guardians]
  Peter: WHOA!
  Rocket: Whoa, language!
  Gamora: Hey!
  Drax: Wow...
  Peter: You got some acorns on you, kid...
- Peter, Drax and Rocket (to Gamora's frustration) agreeing that if whoever they're rescuing doesn't pay up, they'll just rob them of their ship, then silently reassures Gamora that they won't actually steal the ship. Hero or not, Quill definitely still takes after his dad.
- While they're heading into the debris field, Star-Lord warns the Guardians that they don't know what they're heading into, so they need to put on their "mean faces" to prepare for whatever is coming. And in the background Mantis is practicing a mean face.
- ...when suddenly the body of Thor hits the Benatar's windscreen. Rocket's reaction is characteristically crude.
  Rocket: Ugh...Wipers! Wipers! Get it off!
- Rocket is generally his usual staggeringly uncaring self throughout the scene. Before arriving at the scene of the slaughter, Star-Lord mentions how along with generally being a good thing to do, responding to the distress beacon might lead to the Guardians getting some moolah in exchange for helping out. As soon as they're greeted by a field of ship debris and floating frozen bodies, Rocket's immediate reaction is being annoyed that they won't be getting paid.
Thor meeting the Guardians of the Galaxy are five minutes of gold comedy.
- After Mantis wakes up Thor, he just looks at the Guardians and asks "Who the hell are you guys?" Part of the humor in this is that Thor, who has encountered frost giants, ordinary humans, super-soldiers, cyborgs, aliens, space elves, an army of robots, fire demons, gladiators, and even the Goddess of Death herself is apparently perplexed by the existence of the Guardians, which include an anthropomorphic raccoon and a partially articulate tree.
- When the Guardians of the Galaxy find Thor, and bring him on to their ship, everyone (even Gamora) is a little too mesmerized by Thor's musculature for Quill's liking.
  Quill: How is this dude still alive?
  Drax: He is not a dude. You're a dude. This...this is a man. A handsome, muscular man.
  Quill: I'm muscular.
  Rocket: Who you kidding, Quill? You're one sandwich away from "fat"!
  Quill: Yeah, right.
  Drax: It's true. You have gained a little weight.
  Quill: What? [Drax mimes a double chin and expanding waist] Gamora, do you think I'm...?
  [Gamora continues to analyze Thor while Peter looks crestfallen]
- A few moments later:
  Drax: It's like a pirate had a baby with an angel.
  Quill: Wow, this is a real wake-up call for me. OK, I'm gonna get a Bowflex. I'm gonna commit. I'm gonna get some dumbbells.
  Rocket: You know you can't eat dumbbells, right?
  Gamora: [admiringly] It's like his muscles are made of Cotati metal fibers.
  Quill: Stop massaging his muscles.
  [Gamora drops Thor's arm like it's dead weight]
- Turns out Quill is so threatened, he actually starts ridiculously trying to reassert his authority by lowering his voice a couple of octaves, imitating Thor's deep voice and accent.
  Rocket: Uh...What are you doing?
  Thor: Taking your pod.
  Quill: No, you're not! You'll not be taking our pod today, sir!
  Rocket: Uh...Quill, are you making your voice deeper?
  Quill: No.
  Drax: You are. You're imitating the god-man. It's weird.
  Quill: No, I'm not!
  Mantis: [gasps] He just did it again!
  Quill: This is my voice!
  [Thor's foot makes a heavy and threatening stomp as he steps down to Quill's level]
  Thor: [low and menacing] Are you mocking me?
  Quill: Are you mocking me?
  Thor: [all trace of menace gone] Stop it, you did it again!
  Quill: He's trying to copy me!
  Thor: I need you to stop...
  Gamora: Enough!
  Thor: ...He's doing it first.
- Quill trying to one-up Thor by detailing his Dark and Troubled Past after Thor details his to comfort Gamora, as if he's trying to prove that he's the biggest woobie so Gamora would gravitate towards him more and not Thor. Plus he looks increasingly concerned and annoyed the longer Thor leaves his hand on Gamora's shoulder.
  - In his defense, if you look closely, Thor is seeming to give Gamora an admiring look before Quill completely manages to separate the two of them, so Quill's paranoia might actually be legit. Which is even funnier.
- How Thor seems to realize that he needs to go to Nidavellir to get a new weapon: seeing that he's holding a spoon instead of a big hammer.
- The ultimate Touché from Thor when Drax incredulously accuses Nidavellir of being a made-up word:
  Thor: All words are made up.
  - To add to this, Drax is notoriously argumentative, especially to Quill, even if it means resorting to extreme Moon Logic to win but is completely stumped by Thor's response. Not only does he accept Thor's reply but while Rocket is speaking right after, he can be seen in the background looking aside and shifting his stance as if deeply pondering Thor's words.
- Rocket being highly interested in all the deadly weapons Thor seeks to get, in particular this exchange once Thor describes the destructive capabilities of Stormbreaker and how it could stop the mad titan.
  Quill: Don't you think that we should all have a weapon like that?
  Thor: No. You simply lack the strength to wield it; your bodies would crumble as your minds collapsed into madness.
  Rocket: Is it weird that I wanna do it even more now?
  Thor: Mmm, a little bit, yeah.
- Thor says that the Avengers are "Earth's Mightiest Heroes" and Mantis asks "Like Kevin Bacon?", showing that Quill was still talking about Footloose to everyone. Thor, who clearly has no idea who that is, says he hasn't been to Earth in a long time, so for all he knows, Kevin Bacon might be on the team.
- Thor wrongfully assumes Rocket is the leader of the Guardians, which he takes great joy and amusement in.
  Thor: I assume you're the captain, sir?
  Rocket: You're very perceptive.
  Thor: You seem like a noble leader. Will you join me on my quest to Nidavellir?
  Rocket: Lemme just ask the captain. Oh wait a second! It's me! Yeah, I'll go!
  Thor: Wonderful.
  Quill: Uh, except for that I'M the captain.
  Thor: Quiet.
  Quill: That's my backpack!
  Rocket: Go sit down.
- As quick finisher, when Rocket calls his crew a bunch of morons, Thor follows it with "I bid you farewell and good luck, Morons", with sincere politeness, while knowing that their "team name" is really an insult (in Thor: Ragnarok, he called Hulk a moron during an argument on Sakaar and for attacking Surtur).
On their way to Nidavellir, Groot has to pee but feels embarrassed:
Rocket: Tinkle in the cup. We're not looking. What's there to see? What's a twig? Everybody's seen a twig before.
Groot: I am Groot.
Thor: Tree, pour what's in the cup out into space and go in the cup again.
- Thor understands Groot, and claims his language was an elective in school. Word of God says that he was just joking.
It verges on Cry Laughing, but Thor dryly telling Rocket that his brother has been "dead" before, but this time it really might be true.
Thor is confident in his ability to take on Thanos, over Rocket's skepticism:
Thor: Well, he's never fought me.
Rocket: Yeah, he has.
Thor: He's never fought me twice.
- This crosses into awesome when later near the ending when it turns out he was right.
Groot is not even paying attention and just playing his video games.
When Rocket gives Thor a Cybernetic Eye, he warns him to wash it first, since he stole it by what he implies to be an Ass Shove. When does Rocket give this warning? After Thor has already put the eye in!
- Also, Rocket's explanation of how he got the eye in the first place:
  Rocket: Some jerk lost a bet with me on Contraxia.
  Thor: He gave you his eye?
  Rocket: No, he gave me one hundred credits. I snuck into his room later that night and stole his eye.
Just the fact that Thor calls Rocket "Rabbit" the whole movie, and Rocket never even bothers to correct him. He was confused, yes, but after the first time, he just goes with it. Even funnier to comic fans as Rocket's main rival/enemy is a rabbit.
Peter Quill tries to make a plan for dealing with Thanos, but during his attempt to stealthily move forward, everyone else just ignores it and goes on ahead, leaving Peter looking confused and annoyed.
Peter Quill and Thanos meet face to face for the first time during his ploy to capture Gamora. But despite the extreme emotional situation, Thanos is treating the whole thing like he's meeting his daughter's boyfriend for the first time. Calling Peter that when Thanos sees him, then after Peter tries to shoot Gamora only for Thanos to turn his shots and gun into bubbles, he lightly says, "I like you."
- Quill comments that Thanos' massive, veiny lantern jaw resembles a nutsack. Which is funnier because when the trailers were first released, many viewers had the exact same reaction.
- When Thanos calls him "the boyfriend", Quill blusters that he's more like a "Titan-killing long-term booty call."
- Before that when Gamora kills "Thanos" The Collector starts clapping and shouting, "Magnificent!"
  - When Thanos reveals that it was all an illusion The Collector is seen waving goodbye before disappearing.
  - Earlier, during the fake scene between Thanos and The Collector, Thanos says that The Collector would sell his own brother for the right price. Given that The Collector's brother is, uh, Grandmaster, that makes for a hilarious mental image.
  - The Collector insists that he sold the Aether, but Thanos says he's lying. The Collector asks why he would lie in this situation. Thanos' response?
    Thanos: I imagine it's like breathing to you.
When Tony is sneaking on Maw's ship to save Strange, the Cloak of Levitation swoops up behind him and promptly taps him on the shoulder, startling him.
Tony: Wow. You are one loyal piece of outerwear.
- Later, Spider-Man tries to introduce himself to the Cloak, which just floats away.
After Tony finds out that Peter snuck onto the Q-Ship with him, Peter is giving a very rapid explanation on how he figured that it would be better if there were the two of them, talking over Tony's protests, and then says that the controls on the Iron Spider suit are very intuitive, so technically him being there is Tony's fault. Tony's expression of utterly flabbergasted anger is a sight to behold, and when even the Cloak reacts with shock, Peter immediately realizes that he went too far and tries to take it back.
- The whole time that this is going on, the Cloak of Levitation is floating in the background and clearly getting increasingly frustrated that Tony and Peter are too busy arguing with each other to focus on the task at hand of rescuing Doctor Strange.
- Ebony Maw calling Dr. Strange, "vaguely irritating."
Trapped on Ebony Maw's ship, Iron Man asks Spider-Man if he has a plan. Spider-Man then gives another hilarious Shout-Out to Aliens to throw out Ebony Maw into space through Explosive Decompression.
- Doubly hilarious given Stark's pained expression when Peter refers to Aliens as a "really old movie".
Tony's dialogue with Ebony Maw, as he's preparing to execute the Alien maneuver.
Ebony Maw: Your powers are inconsequential compared to mine!
Tony: Yeah, but the kid's seen more movies.
- Ebony Maw's furious expression as he floats away into space is nothing short of hilarious, as if he's saying "Screw you guys, that wasn't cool!"
- As he gets sucked out of the ship, Ebony Maw does the Wilhelm Scream. Coming from such a serious character, it's an incredibly funny moment.
Strange asks Tony if Peter is his ward.
- And Peter's instant and emphatic reply: No!
- When Peter Parker meets Stephen Strange for the first time:
  Peter: I'm Peter, by the way.
  Strange: [shaking his hand] Doctor Strange.
  Peter: Oh, we're using our made-up names. I'm Spider-Man, then.
- In the trailers, Strange just gives Peter a look and shrug that says "Okay, we'll go with that", since it's accurate either way. In the film proper, Strange just walks away from Peter to talk to Stark, like he's just given upon on trying to make sense of Peter.
Tony officially inducts Spider-Man into the Avengers...by placing his hand on one shoulder, then the next, like he's knighting Peter.
Tony: ...all right, you're an Avenger now.
- Then there is Peter's reaction to this. At first he is utterly confused, then his expression shifts to a surprised one, like he's thinking "wait, did that really happen just now??!" He then tries to strike a heroic pose, looking into distance while sporting the dorkiest smug smile ever.
- The Avengers theme soars at this moment. It's pretty easy to think that that's exactly what Peter is hearing in his mind.
Spider-Man's attempts at asking Tony to Mercy Kill him in case they ever encounter a Chest Burster. This becomes a Brick Joke later on when Peter encounters Mantis and mistakes her for a Xenomorph Xerox.
Peter: Let me just say, if aliens wind up implanting eggs in my chest or something and I eat one of you, I'm sorry.
Tony: [annoyed] I don't want another single pop culture reference out of you for the rest of the trip. You understand?
- Which is some massive Hypocritical Humor coming from Tony.
Wong neutralizes Cull Obsidian by sending him through a portal to the Arctic. Kamar-Taj seems to have a habit with icy wastelands.
- Also funny is that he keeps the portal open just long enough for Cull to try and get through, then closes it to slice his hand off. A disgusted Banner then kicks it away, like a piece of garbage.
- The next time Cull shows up is with the invasion force in Wakanda. Fridge humor kicks in when you realize that someone had to make a detour to the Arctic on the way to Africa in order to pick him up.
Vision's Adorkable stammering as he tries to explain to Wanda what he wants their relationship to look like. Even super-androids get weak in the knees around their crush! Doubles as Heartwarming.
- After being stabbed and chased by murderous aliens, Vision still has the energy to wise crack at the situation.
  Vision: I'm beginning to think we should have stayed in bed.
While strolling through Edinburgh, Wanda and Vision stop outside a shop with the most Scottish sign in the world that says 'We Will Deep Fry Your Kebab'.
Rhodey's response when Secretary Ross orders him to arrest Captain America and his team after the attacks on New York and Vision:
Rhodey: All over it. [hangs up]
Standing right next to Wanda supporting injured Vision and also watching the reunion between Bruce and Natasha, Falcon finds all this awkward.
Falcon: This is awkward.
- Bonus points to Wanda and Vision for the look of disgust they give Falcon as a result.
Okoye is less than pleased with the current situation:
Okoye: When you said we were going to open Wakanda to the rest of the world, this is not what I imagined.
T'Challa: And what did you imagine?
Okoye: The Olympics. Maybe even a Starbucks.
- Rhodey then suggests to Bruce that he should bow before a king when meeting T'Challa:
  [Bruce bows respectfully]
  Rhodes: What are you doing?
  T'Challa: We don't do that here.
  [Rhodes chuckles at Bruce dying of embarrassment]
A Funny Background Event: When Steve and T'Challa are talking, Ayo is giving, if you follow her eyeline, epic side-eye to Black Widow. Ayo was the Dora Milaje who said to Black Widow, "Move, or you will be moved." And she hasn't forgotten.
Shuri immediately scans Vision to see how he's built.
Shuri: [in awe] The structure is polymorphic...
Bruce: Right, we— we had to attach each neuron non— non-sequentially.
Shuri: Why didn't you just re-program the synapses to work collectively?
[Vision looks at Bruce with a "yeah, why didn't you?" expression]
Bruce: ...because...we...didn't think of it?
Shuri: [smiles] I'm sure you did your best.
- Considering Vision's disguise from the beginning of the movie, this makes the third "broken white boy" Shuri is asked to fix.
- Also look at Vision's look directed at Banner. It screams "How badly-created am I?"
T'Challa clearly has the right priorities:
T'Challa: Evacuate the city, engage all defenses, and get this man a shield. [points at Steve Rogers]
Drax tries to excuse his Moment Killer act between Peter and Gamora by saying that he's learning the art of stealth via blending the environment by moving veeery slowly. Peter just gave him the look of "Is that supposed to fool me?" and Drax still insists he's succeeding, until Mantis drops in and cheerfully says "Hi, Drax!" He curses and stalks off in disappointment.
- Drax is eating from a bag of what can only be an alien equivalent of potato sticks. He demonstrates how "invisible" he's being by slowly moving one of the snacks toward his mouth. It's also funny if you remember that the movie's directors worked on Arrested Development and thought of this for the entire scene.
  Drax: [munch munch]
  Star-Lord: How long have you been standing there?
  Drax: An hour.
Quill refers to Thanos as Grimace and tells him he's going to blow his "nutsack of a chin" off his face. Thanos's reaction is a mix of amusement and being insulted.
After four years of waiting, the moment that was the selling point of the film: the meeting between the Avengers and the Guardians of the Galaxy.
- Tony Stark's group vs. the Guardians. Not even accounting for how tense Tony is because the situation is his worst nightmare come true, Tony cannot mess with the Guardians by disrespecting them like he usually does because they are either Trolls or plain Cloud Cuckoo Landers.
- The Let's You and Him Fight between Tony's group (himself, Spider-Man, and Doctor Strange) vs. half of the Guardians of the Galaxy (Star-Lord, Mantis, Drax). Drax's opponent? The Cloak of Levitation, who appears to be winning.
  Drax: Die, blanket of death!
- A few moments prior, Peter expressed a concern of getting infected with alien eggs a la Aliens. Later when he encounters Mantis in the fight:
  Spider-Man: [panicked] WHOA, WHOA, WHOA, WHOA, PLEASE DON'T PUT YOUR EGGS IN ME!
- The Mexican Standoff the two groups are in gets cleared up when Quill asks a very important question:
  Star-Lord: I'm gonna ask you this one time — Where is Gamora?
  Iron Man: [raises his voice] Yeah, I'll do you one better — Who is Gamora?
  Drax: [also raises his voice] I'll do you one better — Why is Gamora?!^note
  Star-Lord: Tell me where the girl is, or I swear to you I'm gonna french-fry this little freak!
  Iron Man: Let's do it! You shoot my guy and I'll blast him, let's go! [puts nano-repulsor weapon at Drax's face]
  Drax: DO IT, QUILL! I can take it.
  Mantis: No, he can't take it!
  Dr. Strange: [deadpan] She's right. You can't.
  - A closer look reveals that right after Quill says "I'm gonna ask you this one time...", Spidey's eye lenses go wide.
- When Quill mentions meeting Thor, he describes him as being "not that good-looking," clearly still stinging from his crew dissing him in favor of Thor. Parker gives him a look that's a mix between confused and offended.
  - Actually a moment of Fridge Brilliance. As far as Parker knows via pictures/video, Thor still has his trademark golden locks and binocular vision, whereas Quill's only seen him in rather worse shape, with short hair and missing his eye.
- This little exchange:
  Doctor Strange: [trying to clarify the situation] Let me ask you this one time. What master do you serve?
  Star Lord: What master do I serve? What am I supposed to say, Jesus?
  Iron Man: You're from Earth.
  Star Lord: I'm not from Earth, I'm from Missouri.
  Iron Man: Yeah, that's on Earth, dipshit. Why're you hassling us for!?
  - It’s also funny on a meta level given that Chris Pratt is a devout Christian.
  - And of course, you can see Spider-Man's little head turn when Tony says "dipshit," as if he's a little taken aback that his hero has a foul mouth.
- Once again, Star-Lord seems to have a problem with people making plans:
  Star-Lord: I like your plan^note, except, it sucks. So let me do the plan, and that way, it might be really good.
  [Beat]
  Iron Man: [only in the trailer] Wow. ^note
  - Also at least in the trailer, during this exchange, Spider-Man is clearly trying not to laugh, Drax just looks at Tony as if to say, "Yes, he is always like this," and Tony seems to realize what it's like for other people to have to put up with him.
- This is even brought back as Star-Lord makes sure to point to Thanos that the plan holding him down was made by him.
- After landing on Titan, Star-Lord notes how the planet has been knocked off its axis, distorting gravity all over the place. We then briefly see Mantis playfully jumping up and down as if on a trampoline, to demonstrate how distorted that gravity has become. Off to the side, you can see Spider-Man watching this and reacting in a manner that screams "do you really have to do that now?"
- After witnessing how odd Drax and Mantis are, Spider-Man asks what their role on the team is. Their answer?
  Mantis: Kick names, take ass.
  Drax: Yeah, that's right.
  - Cue a seven-second long Beat with Tony looking like he's seriously reconsidering his life choices with Parker being equally dumbfounded.
    Stark: [completely defeated tone] ...all right, just get over here, please.
  - This is quite possibly Robert Downey Jr's greatest feat of acting, as he manages to convey the complex feels of "I'm stranded on an alien planet a billion miles from Earth, I'm about to face the literal nightmare that has been plaguing me for the past six years, none of my old teammates are with me because of another cavalcade of issues I haven't addressed yet, the only 'friends' I have are the Annoying Spider-Kid and this wizard who is the only person who could out 'me' me, and I'm stuck with...these...a-holes...I mean...Really, universe? Now? Okay then..." entirely in facial expressions all in about five seconds.
- As they're arguing over who gets to make the plan, Drax suggests Quill tell Stark about the "dance-off to save the universe".
  Stark: What dance-off?
  Quill: It's not a — it's nothing.
  Parker: Like in Footloose, the movie?
  Quill: [giddily] Exactly like Footloose! Is it still the greatest movie in history?
  Parker: It never was.^note
  Quill: [gives Parker a 'the fuck you just say to me?' look]
- "Mr. Lord, can I get your folks to..." "Mr. Lord? Star-Lord is fine."
- Tony has been telling Spider-Man to stop it with the Pop-Cultural Osmosis quips after the boy keeps making one too many Alien references. Too bad he meets with Star-Lord not too long after this.
- After Tony derisively calls Quill "Flash Gordon".
  Quill: "Flash Gordon", by the way? That's a compliment. Don't forget, I'm half-human. So that 50% of me that's stupid? That's 100% you.
  Stark: Your math is blowing my mind.
- Really, it says something that Tony Stark plays the role of The Comically Serious in this entire sequence.
  - During this entire sequence, Strange is meditating by hovering cross-legged in the background.
    Mantis: Excuse me? But, does your friend often...do that?
Thanos's favored use of the Reality Stone is to nerf deadly weaponry by turning it into or causing it to shoot bubbles.
- Thanos gives an annoyed grimace at the camera when this gets turned around on him with one of his own energy attacks getting turned into magical butterflies by Doctor Strange's magic.
Spider-Man's gleeful one-liners during the Battle on Titan, taking advantage of Dr. Strange's sling-ring portal.
Spider-Man: Magic!
Spider-Man: More magic!
Spider-Man: Magic with a kick!
Spider-Man: Magic with a punch!
- Star-Lord also joins the fun by sticking an electric charge onto Thanos and giving him the middle finger before jumping into the portal. Yes, Quill literally flipped off the Mad Titan.
  Star-Lord: BOOM!
At Nidavellir, Thor is standing on one of the rings giving instructions to Rocket who's in a ship. Meanwhile Rocket is relaxing in his seat and taking things casually, not understanding where Thor is going to get the force needed to spin the rings. Then without warning Thor suddenly spins the ship really fast like a lasso with Rocket screaming inside.
The sight of Peter Dinklage CGI'ed into a 20-foot tall dwarf weaponsmith. He channels a bit of Tyrion into his reply to Thor's Badass Boast on keeping open a special door.
Eitri: It will kill you.
Thor: Only if I die.
Eitri: Yes...That's what...killing you means...
- Even better is that after saying that, Eitri just gives a shrug afterwards, as though confused as to why Thor would think that would be a cool one-liner to begin with.
- His last moment on screen is desperately looking for something to use as a handle and he isn't seen again.
- On a meta level. Not counting Surtur and Hela's One-Winged Angel forms or Ego, Peter Dinklage is the second largest named being we've seen in the MCU (losing out only to Fenris).
  - Not only that, but just the irony of a Dwarf (as in, that's what Thor identifies him as being) being 20 feet tall. It's like they never forgot about the complaints that "Heimdall shouldn't be black," and said, "No, the Norse myths had everything wrong: Thor was blond, Heimdall was dark-skinned, and Dwarves are bigger than Frost Giants".
  - Remember, Peter Dinklage usually turns down fantasy roles because he resents how often little people are typecast in such parts. One imagines Marvel called him up and said "Okay, your character is a dwarf, but he's a twenty foot tall dwarf!"
In the midst of Groot's badass moment of making Stormbreaker's handle, there's something inherently funny about a tree helping to create an ax.
Bruce gets to pilot the new Hulkbuster armor, only to fall over spectacularly on his way to the front lines. Cue Okoye looking all unimpressed from the nearby hoverboat.
- Doubly funny in that Bruce is clearly having a blast piloting the Hulkbuster before falling on his face.
- Not to mention, the sheer fact that they put the Hulk in the Hulkbuster.
Just before the final battle, Captain America, Black Widow and Black Panther step forward to negotiate with the Children of Thanos. After a terse conversation they fall back. Thanos's massive ships begin opening up, and we get some Gallows Humor.
Bucky: So, they surrender?
Steve: Not exactly.
When Thor appears in Wakanda, Bruce Banner only has one thing to say. And he does it while exposing his head in out of the disproportionately massive Hulkbuster suit. Crosses over with Moment of Awesome.
Banner: Ah-ha-ha! You guys are so screwed now!
When Thor and Captain America meet again, Steve comments on Thor's haircut, and Thor comments on Steve's beard and asks if he is copying him (possibly still thinking about Quill copying his accent earlier).
- Blink and you miss it, but Steve gives an admitting nod to Thor's comment.
Thor introduces his new friends, leading to this exchange:
Thor: Oh, by the way. This is a friend of mine. Tree.
Groot: [while using his arms to impale three Outriders] I AM GROOT!
Captain America: [in a stilted yet totally polite voice] I am Steve Rogers.
- It gets funnier when you remember that in the first Avengers movie, Steve mentions that nothing would surprise him anymore given what he'd already seen from Hydra, only to be proven wrong when seeing the helicarrier. You'd think that after encountering murderbots, gods, a giant rage monster, and murderous aliens, he'd be used to all the weirdness in his life by now. The look on his face when seeing and talking to a sentient tree is just pure comedy gold.
- It gets EVEN FUNNIER, when you remember that neither Cap nor Groot have Translator Microbes. Apparently, the "I am Groot" line has always been in Terran English!
- Not to mention how Thor introduces him as "Tree", so Groot could have been correcting him and actually saying, "I am Groot" to Steve.
- Is nobody going to mention the fact that Captain Steve Rogers decides to play diplomacy with an alien tree in the middle of a raging battlefield for the fate of the universe?!
- Hey, just 'cause the world's being invaded doesn't mean you can't be polite.
Rocket meets with Bucky, and first asks to buy his gun, and then his arm. Yes, the movie referenced the meme.
Rocket: How much for the gun?
Bucky: Not for sale!
Rocket: Okay, how much for the arm?
[Bucky gives Rocket an annoyed glare before going off to fight somewhere else]
Rocket: Oh hoho I'll get that arm...
- Their brief encounter on the battlefield is made all the funnier with Bucky's reaction to seeing Rocket. No confusion, no questions asked, just him picking up Rocket by the scruff of his neck and spinning him around to give him better height and shooting radius (while also firing at enemies in one fascinatingly bizarre case of Guns Akimbo).
- Related to that is Rocket allowing himself to be picked up, considering how he Hates Being Touched.
When Wanda finally takes the field in Wakanda by using Thanos's war wheels to wipe out dozens of Outriders, Okoye is equally annoyed and impressed.
Okoye: Why was she up there all this time?
- Shortly afterwards, Wanda throws Proxima into the path of a wheel. Fight over.
  Black Widow: [spattered with bluish blood] That was really gross.
Once again, Banner finds himself struggling to Hulk Out, this time while engaged in a battle with Cull Obsidian. He's practically begging him to come out at this point. Hulk's still not having it, though.
Bruce: Hulk, I know you like making your entrance at the last second, well, this is it, man. This is the last last second. Hulk! HULK!
Hulk: NO!
Bruce: Oh, screw you, you big, green asshole! I'll do it myself!
- Banner then sends Cull Obsidian rocketing off to his death with a cheerful "See ya!"
A minor one in The Stinger. When Nick Fury uses a device to try and contact Captain Marvel, he realizes that he is also turning into ash, just like those affected by Thanos's Badass Fingersnap. His last words? "Motherfu-" For the longest time, Samuel L. Jackson was not allowed to utter any of his signature F-Bombs when playing as Fury. And he finally gets his chance! For a Curse Cut Short, and his last words to boot. Even better going meta, this isn't the first movie where this has happened.
- Even better is that Nick Fury is more "Ah shit" about him turning to ash than horrified.
- It's also funny and sad, somewhat, considering that Nick has been Crazy-Prepared for Alien Invasion for years that he's unfazed and ready to face them if they attacked Earth ever again. Even if he had to die, at least he will go down fighting. But here, not only he never gets a chance to confront the alien face-to-face, but he also gets killed unceremoniously when the killer wasn't even there. His annoyed Curse Cut Short basically screams, "Not cool. This is not the way I want to go..."
A deleted scene has Happy Hogan, riding on a golf cart, completely stressed out planning Stark's wedding especially keeping the paparazzi away before noticing one and driving off to chase him. Tony then quips to Pepper that Happy should find himself a girlfriend.
Another deleted scene shows the aftermath of the events of Knowhere. In their ship, Quill has been playing Ace Frehley's "New York Groove" on repeat for hours, much to Drax's aggravation, leading to an argument between the two. Meanwhile, Mantis has been staring at a blinking yellow light for some time, which turns out to be over 20 messages (and counting) from Nebula. When Drax asks whether or not the messages could be a trap, Nebula sends another message threatening to sew Quill's face to his genitals if he loses her sister again, with Quill confirming it's her.

Trailers

From the first official trailer: as Thor tries to make heads or tails of the Guardians of the Galaxy, Star Lord can only smirk in amusement as Mantis gives a tiny wave.
Thor: Who the hell are you guys?
- The fact that the Guardians were shown at the very end of the trailer. After prominently showing off the Avengers (old and new), Spider-Man, Doctor Strange, and Black Panther, it's as if the editors just remembered "oh, yeah, these guys are here, too". Both in-universe and out-of-universe, the Guardians still can't get any respect!
Finally, the Guardians have their Brick Joke inverted...
Peter Quill: Who are you?
Peter Parker: We're the Avengers, man!
Thor: Earth's Mightiest Heroes?
Rocket: Never heard of 'em.

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