A novel ternary composite system has been developed by combining MXene nanoplatelets with pre-polyurethane (PU) and an epoxy (EP) resin through in-situ polymerization and solution blending. Our approach aims to enhance the strength and toughness of the EP matrix while maintaining its thermal stability. The strong compatibility between isocyanate-terminated PU and hydroxyl-terminated MXene with the resin was demonstrated through chemical grafting and hydrogen bonding processes. In this ternary composite, significant improvements were observed, including a 32 % increase in tensile strength, a 46.4 % increase in flexural strength, and a 13.4 % increase in fracture toughness, even at very low filler contents of 0.05 wt% for MXene and 1 wt% for PU. A thorough examination of the fractured surfaces revealed the underlying mechanisms responsible for the improved strength and toughness. These mechanisms involve a transition from a brittle to a ductile fracture mode, which can be attributed to the combined effects of thermoplastic toughness, strong chemical bonding between PU and EP, and crack-anchoring and bridging effects facilitated by MXene nanoplatelets. The results presented herein are relevant to a wide range of applications in aerospace, automotive, electronics and various other industries where durability and thermomechanical performance of materials are critical.