Marvel wasn't joking when they said "Avengers: Infinity War" changes everything.

A packed house at D23 Saturday watched most of the Avengers actors (and a few Guardians of the Galaxy cast members) take the stage with Marvel's Kevin Feige "Infinity War" and co-director Joe Russo to unveil our first look at next summer's blockbuster. The footage was epic, brutal, intense, violent AF, and, awesome.

Here's what we saw:

The clip opened with the Guardians aboard the Milano, flying through a bright part of the galaxy that is home to what looks like wrecked planets. Mantis says "We are arriving." Star-Lord, at the controls, peers out of the windshield and quips: "Don't forget: this might be dangerous, so let's put on our mean faces."

Then a body slams into the cockpit's windows. Rocket screams "Wipers! Wipers!" and we see who the person is: Thor. His face smooshed against the glass in a solid callback to a scene in the first "Thor" film. We then find his unconscious body inside the Milano and Mantis awakens him using her abilities. Thor snaps awake, startles the Guardians -- who then draw their guns on the God of Thunder as he sizes them up and says: "Who the hell are you guys?" They continue to glide through space, as Rocket and Thor gaze out a porthole at this weird area of space before Thor remarks that "something is very wrong."
Cut to: Scarlet Witch narrowly averting a golden energy blast as it bisects a truck behind her. After a scary CG light show, Loki stands among unknown ruins (maybe on Earth?) and presents his precious Tesseract cube from the first "Avengers" film.

Our favorite shot comes next, when we find Peter Parker riding on a school bus and his "Spidey sense" manifests as the hairs on his arms sticking straight up. Iron Man suits up among the Guardians as Tony says: "We have one advantage... he's coming to us."

"He" is Thanos, who arrives in a steel spacecraft that looks like vertical boomarang. It stabs down through a yellow sky over a ruined planet, as giant metal rigs seem to protrude from the planet's surface. Cue the ominous music and Thanos' booming voiceover.

"Fun isn't something one considers when balancing the universe, but this does put a smile on my face." That smile is caused by massive planetary destruction. Then the quick montage of "That was so awesome!" footage kicks in: Gamora stands in the ruins of the Collector's collection, looking up in fear -- sad eyes fixed on something off-screen that can't be good. Bucky and Black Panther lead troops into a massive battle cry somewhere. Doctor Strange casts magic discs that Star-Lord uses as stepping stones to fight Thanos on the day-lit ruins of this yellow-skied world, which looks a lot like Earth in its death rattle.
Debris and twisted metal floats everywhere on this world, as does Star-Lord, as it seems like the Infinity Stones are messing with the laws of physics. We see Black Widow rocking some silver-y blond hair, Steve Rogers sporting a "it's-a-long-story" beard (!), Peter flipping and dodging weapons fire before landing on a vertical, spinning gear to some machine. Oh, and he is wearing his new metal Spidey suit from the end of "Spider-Man: Homecoming."

The final moments that really brought on the nerd shakes were: An unmasked Spider-Man, on the ground, wet eyes locked on Tony as the fallen hero says "I'm sorry." Thanos vice-grips Thor's head, and squeezes it. Thanos punches Iron Man in the face, launching him out of frame. Soon, a maskless and bloody Iron Man looks on as Thanos uses his badass Power Glove (aka the Infinity Gauntlet) to summon what looks like the moon out of the sky. Why? So he can use it to pummel the Avengers with as the planetoid crashes into the atmosphere.

Aaaaaand mic drop. The first half of "Infinity War" hits theaters May 2018.