FANDOM


The-avengers-movie-poster-2012-1010750770
Previous transcript: Next transcript:
Avengers: Age of Ultron
[incomplete: unfixed/messed]

"And there came a day, a day unlike any other, when Earth's mightiest heroes and heroines found themselves united against a common threat. On that day, the Avengers were born--to fight the foes no single superhero could withstand! Through the years, their roster has prospered, changing many times, but their glory has never been denied! Heed the call, then--for now, the Avengers Assemble!"

[BURNING BLUE FLAMES. A smoky cube shape emerges - THE TESSERACT. Filling the screen with BLACKNESS.]

CUT TO: EXT. THRONE ROOM, SPACE ­ NIGHT

         Kneeling behind a THRONE, a CLOTHED, ARMORED FIGURE known as THE
         OTHER, bows.
          THE OTHER (V.O.)
          The Tesseract has awakened. It is on a
          little world. A human world. They would
          wield its power,...
                         CUT TO:
         THE OTHER faces a HORNED SHAPED SHADOW. LOKI. Loki is handed the
         CHITAURI SCEPTER, a long golden handle, fitted with a blue gem
         encircled with silver blades.
          THE OTHER (V.O.)
          But our ally knows its workings as they
          never will. He is ready to lead. And
          our force, our Chitauri, will follow.
         HIGH WIDE ON: TENS OF THOUSANDS of CHITAURI stand ready in a
         seething mass of neat rows and columns....the ground simply
         QUAKES.
          THE OTHER (V.O.)
          The world will be his. The universe
          yours. And the humans, what can they do
          but burn?
                         CUT TO:
         EXT. S.H.I.E.L.D. PROJECT P.E.G.A.S.U.S FACILITY ­ NIGHT
         Out in the NEW MEXICO desert, a remote research facility is in a
         state of panic. It's an evacuation. A SWOOPING helicopter flies
         in.
         CHAOS. Men in suits run around like in the typical `we have to
         leave' fashion. Soldiers on foot jump onto Humvees, accelerating
         the hell out of there. A VOICE bellows from hidden loudspeakers.
         EXT. HELICOPTER PAD ­ CONTINUOUS
         Standing a few yards from the landing pad, A Fed in a suit with
         badass shades, peers at the helicopter as it lands. This is
         SHIELD AGENT PHIL COULSON.
         Walking out of the helicopter is SHIELD AGENT MARIA HILL, SEXY,
         FIERCE AND DETERMINED. Following her, SHIELD DIRECTOR NICK FURY
         climbs out. Hill and Fury approach Agent Coulson.
                         NICK FURY
          How bad is it?
                      AGENT PHIL COULSON
          That's the problem, sir. We don't know.
         INT. FACILITY FLOOR ­ NIGHT
         Agent Coulson leads Hill and Fury through the radiation section
         of the facility. Hundreds of technicians and other staff run
         around, taking only the essentials.
                      AGENT PHIL COULSON
          Dr. Selvig read an energy surge from
          the Tesseract four hours ago.
                         NICK FURY
          NASA didn't authorize Selvig to test
          phase.
                       AGENT PHIL COULSON
          He wasn't testing it, he wasn't even in
          the room. Spontaneous advancement.
                       AGENT MARIA HILL
          It just turned itself on?
                         NICK FURY
          What are the energy levels now?
                       AGENT PHIL COULSON
          Climbing. When Selvig couldn't shut it
          down, we ordered the evac.
                         NICK FURY
          How long to get everyone out?
          AGENT PHIL COULSON
          Campus should be clear in the next half
          hour.
                         NICK FURY
          Do better.
         CONTINUOUSLY HEADING DOWN TO RADIATION FACILITY FLOOR
                        AGENT MARIA HILL
          Sir, evacuation may be futile.
                         NICK FURY
          We should tell them to go back to
          sleep?
                        AGENT MARIA HILL
          If we can't control the Tesseract's
          energy, there may not be a minimum safe
          distance.
                         NICK FURY
          I need you to make sure that PHASE 2
          prototypes are shipped out.
                         AGENT MARIA HILL
          Sir, is that really a priority right
          now?
                         NICK FURY
          Until such time as the world ends, we
          will act as though it intends to spin
          on. Clear out the tech below. Every
          piece of PHASE 2 on a truck and gone.
                         AGENT MARIA HILL
          Yes, sir.
          (to standing agents)
          With me.
         INT. NASA SPACE RADIATION FACILITY, VACUUM CHAMBER ­ CONTINUOUS
         Fury enters the lab facility where the Tesseract is being held
         by a COMPACT MUON SOLENOID COIL CHAMBER.
                         NICK FURY
          Talk to me, doctor.
         DR. ERIK SELVIG emerges from behind the CMS machine, concerned.
         The Tesseract is glowing unusually brighter and flare rings
         shoot out at random.
                         SELVIG
          Director.
                         NICK FURY
          Is there anything we know for certain?
                         SELVIG
          Tesseract is misbehaving.
                         NICK FURY
          Is that supposed to be funny?
                         SELVIG
          No, it's not funny at all. The
          Tesseract is not only active,
          she's...misbehaving.
                         NICK FURY
          How soon until you pull the plug?
                         SELVIG
          She's an energy source. If we turn off
          the power, she turns it back on. If she
          reaches peak level...
                         NICK FURY
          We've prepared for this, doctor.
          Harnessing energy from space.
                         SELVIG
          We don't have the harness. Our
          calculations are far from complete. Now
          she's throwing off interference,
          radiation. Nothing harmful, low levels
          of gamma radiation.
                         NICK FURY
          That can be harmful. Where's Barton?
                         SELVIG
          The Hawk? Up in his nest, as usual.
         We see CLINT BARTON, dressed in black tactical gear, is up on
         the railings watching them below, Fury calls Barton on his
         earpiece.
                         NICK FURY
          Agent Barton, report.
         BARTON rappels down from the catwalk. Walks up to Fury. They
         both walk around the facility in a discreet manner.
                         NICK FURY
          I gave you this detail so you could
          keep a close eye on things.
                         CLINT BARTON
          Well, I see better from a distance.
                         NICK FURY
          Are you seeing anything that might set
          this thing off?
                         NASA SCIENTIST
                         (TO SELVIG)
          Doctor, it's spiking again.
                         CLINT BARTON
          No one's come or gone. It's oven is
          clean. No contacts, no I.M.'s. If there
          was any tampering, sir, it wasn't at
          this end.
                         NICK FURY
          At this end?
                         CLINT BARTON
          Yeah, the cube is a doorway to the
          other end of space, right? The doors
          open from both sides.
         DR. SELVIG clacks away at the keyboard and sees on the
         monitoring his worst nightmares. Suddenly- the Tesseract
         THUNDERS and SHAKES the entire facility. Big enough where both
         Agents Hill and Coulson can feel and they're at different ends
         of the facility.
         The flaring rings and glow of the cube spout out brighter and
         louder, like a boiling pot of water. The Tesseract's energy
         builds up into a BEAM much like the Bifrost Bridge, which HITS
         at the end of a platform that is wired to the CMS device. The
         great maelstrom beam FIRES the TESSERACT energy. The beam then
         forms a VORTEX, which then opens up a PORTAL.
         A BLACK HOLE IS CREATED. From the portal, the blackness of
         SPACE, beautiful and mysterious, strewn with a billion stars
         appears and a GUST of BLUE ENERGY CLOUDS fill the room, blinding
         everyone.
         The Tesseract's energy forms into a cloud that reaches to the
         top the facility's vacuum chamber ceiling. It's abnormally
         quiet. Then... HEAVY BREATHING is heard from the platform.
         SHIELD GUARDS slowly approach, weapons in hands. A figure is
         kneeling on the platform, smoke coming off it. It's LOKI.
         Smiling in his mischievous manner, he raises his head. The smile
         dies down. He looks deep into the eyes of Fury, Barton and
         Selvig. He stands up, holing the scepter.
                         NICK FURY
          Sir, please put down the spear!
         Loki looks at his spear then suddenly points it at where Fury
         and Barton are standing and SHOOTS OUT A BLUE EXPLODING LIGHT
         TOWARDS THEM. BARTON TACKLES Fury and they both barely miss
         Loki's fired shot.
         ALL HELL BREAKS. Machine gun fire is shot at Loki, but the
         bullets bounce off him like a boss. Loki jumps high from the
         platform and ATTACKS those firing at him.
         In the blink of an eye, Loki takes down several guards with his
         KNIVES and ENERGY BLASTS from the scepter. He stops and waits to
         see who will attack him next. Honestly, the whole lab has almost
         gone to shit.
         Barton tries to stand up. Loki quickly walks towards him. Barton
         raises his gun, but Loki grabs Barton's hand.
                         LOKI
          You have heart.
         Loki points the head of his spear at Barton's head. Barton's
         eyes suddenly glow BLACK. The ability to control Barton's mind
         is now in Loki's hand. Barton puts his piece away and stands
         straight.
         As Loki is busy using his abilities to control the minds of
         several S.H.I.E.L.D. personnel, Fury takes the Tesseract,
         placing it back into its case and tries to leave the lab.Then...
                         LOKI
          Please don't. I still need that.
                         NICK FURY
                         (TURNING)
          This doesn't have to get any messier.
                         LOKI
          Of course it does. I've come too far
          for anything else. I am Loki of Asgard,
          and I am burdened with glorious
          purpose.
                         SELVIG
          Loki? Brother of Thor?
                         NICK FURY
          We have no quarrel with your people.
                         LOKI
          An ant has no quarrel with a boot.
                         NICK FURY
          You planning to step on us?
                         LOKI
          I come with glad tidings, of a world
          made free.
                         NICK FURY
          Free from what?
                         LOKI
          Freedom. Freedom is life's great lie.
          Once you accept that, in your heart...
         Like a gunslinger, Loki turns to face Selvig who's
         standingbehind him and places his spear against Selvig's heart.
         Selvig's eyes glow BLACK.
                         LOKI
          You will know peace.
                         NICK FURY
          Yeah, you say peace, I kind of think
          you mean the other thing.
         From the vacuum chamber ceiling, Tesseract's energy cloud
         RAPIDLY builds into what may be an implosion.
                         CLINT BARTON
          Sir, Director Fury is stalling. This
          place is about to blow. Drop a hundred
          feet of rock on us. He means to bury
          us.
                         NICK FURY
          Like The Pharaohs of Odin.
                         SELVIG
          He's right. The portal is collapsing in
          on itself. You got maybe two minutes
          before this goes critical.
                         LOKI
          Well, then...
         Loki, looking at Barton, who doesn't even hesitate, SHOOTS FURY
         WHO FALLS TO THE GROUND. Barton grabs the case containing the
         Tesseract and leaves the lab with Loki, Selvig and the other
         S.H.I.E.L.D personnel Loki is controlling.
         INT. P.E.G.A.S.U.S BUNKER, ENTRANCE OF EXITING TUNNEL ­ NIGHT
         Loki, Barton, Selvig and the other S.H.I.E.L.D personnel are in
         the parking lot of the facility, quickly gathering certain
         weapons. Agent Hill watches in confusion, referring to Loki.
                         CLINT BARTON
          (pointing to the Loki team)
          Need these vehicles.
          AGENT MARIA HILL
          Who's that?
                         CLINT BARTON
          He didn't tell me.
         Agent Hill looks suspiciously at them as they get into the truck
         and turns to leave, as she's walking away...
                         NICK FURY
          (through the walkie talkie)
          Hill, do you copy?!
         Loki and Barton SHARPLY look at Agent Hill.
         BACK AT THE LAB
         Fury is sitting up, pulling out the bullet, breathing heavily.
                         NICK FURY
          Barton is...
         INT. P.E.G.A.S.U.S BUNKER ­ NIGHT
         Suddenly, Hill turns to SHOOT AT BARTON, but Barton is already
         POINTING HIS GUN at her and starts SHOOTING, he moves the
         driver's seat of the truck and DRIVES OFF as Hill keeps
         shooting.
         BACK AT THE LAB
         Fury is holding his side, running.
                         NICK FURY
          He's got the Tesseract! Track it down!
         The energy is really brewing a fucking shit storm from the
         vacuum chamber ceiling.
         INT. P.E.G.A.S.U.S BUNKER/TUNNEL ­ NIGHT
         Agent Hill SLIPS into a JEEP and follows after Barton's
         truck.Loki's trucks SCREECH across the tunnel. Several SHIELD
         trucks pull up to them. A drive-by shooting ensues.
         Loki, who stands on top of the bed of the truck, uses his
         scepter and EMITS energy blasts, flipping over SHIELD trucks.
         They get in, the cars roar out after them. Agent Hill puts
         herself at a distance.
         INT. FACILITY FLOOR ­ NIGHT
         Fury races out of the hallway, avoiding falling pipes. The
         entire facility is now in a full earthquake.
         INT. FACILITY FLOOR, ELSEWHERE ­ CONTINUOUS
         Agent Coulson and several SHIELD agents fall down the steps,
         dropping SILVER CASES of information. They attempt to grab them,
         but...
          AGENT PHIL COULSON
          No! Leave it!
         They run out of there like a bat from hell.
         INT. P.E.G.A.S.U.S TUNNEL ­ NIGHT
         Agent Hill's JEEP ROARS out of a side of Barton's truck and
         pulls up alongside them on the left. She goes way ahead and
         pulls her brake, swerving into a 360, facing Barton's truck and
         driving in reverse.
         Barton's ARMS reach out the open window and OPENS FIRE. Agent
         Hill figures `fuck it' and SHOOTS her windshield OPENING FIRE on
         Barton.
         EXT. VAN ­ NIGHT
         Agent Coulson jumps into a SHIELD VAN. On his walkie:
          AGENT PHIL COULSON
          You're clear, sir! You need to go!
         EXT. HELICOPTER PAD ­ CONTINUOUS
         Fury BOLTS out of the facility and jumps into a helicopter. The
         surface of the pad gives way, PLUNGING the helicopter through
         the surface. But Fury's chopper BARELY makes it out.
         INT. P.E.G.A.S.U.S TUNNEL ­ NIGHT
         Still in a chase and drive-by sequence, Barton's pushes the
         pedal harder, which causes Agent Hill's JEEP to WOBBLE out and
         put her back behind.
         INT. RADIATION FACILITY, VACUUM CHAMBER ­ NIGHT
         The Tesseract's energy cloud now SHRINKS into a SMALL BALL OF
         WHITE LIGHT. Then...
         A CLOUD OF BLUE LIGHT CONSUMES THE ENTIRE FACILITY AND PARTS OF
         THE DESERT. Fury watches from below, a RAPID build-up into what
         may be an implosion. Several miles away, Agent Coulson's van
         feels a JOLT of the Tesseract's BLASTWAVE. THE ENTIRE FACILITY
         SWALLOWS INTO ITSELF-- A TERRIFYING, UNIMAGINABLE IMPLOSION.
         INT. P.E.G.A.S.U.S TUNNEL ­ NIGHT
         The BLASTWAVE of the Tesseract causes the tunnel to cave it.
         Like an ocean wave, blinding crumbles of falling rock, fall onto
         Agent Hill's JEEP, leaving her NEARLY trapped under this blanket
         of rock.
         On the Barton's truck, they escape the tunnel and drive into the
         desert landscape. Fury's helicopter ROARS over Barton's truck.
         Loki looks up.
         From the chopper's door, it slides open and Fury stands there,
         holding a gun, SHOOTING at Barton's, giving an honoring image of
         JULES WINNFIELD.
         Loki looks at Fury and in a fit of RAGE, points his scepter
         SHOOTS OUT THE BLUE LIGHT. The chopper CATCHES on fire, GOING
         DOWN in a FIERY BALL. Fury, like the boss he is, JUMPS OUT and
         touches down onto the desert floor. The chopper BARRELS along
         the ground.
         Fury, coming back to his senses, FIRES at Loki, but they're
         toofar and too late. Loki looks back, smiling. Fury stands
         there, MIND REELING. Then...
          AGENT PHIL COULSON
                         (WALKIE TALKIE)
          Director? Director Fury, do you copy?
                         NICK FURY
          The Tesseract is with the hostile
          force. I have men down. Hill?
         INT. P.E.G.A.S.U.S TUNNEL ­ NIGHT
         Agent Hill climbs out her JEEP, which is sandwiched in, but
         luckily, not her.
          AGENT MARIA HILL
          A lot of men still under, don't know
          how many survivors.
         EXT. DESERT ­ NIGHT


                         NICK FURY
          Sound the general call. I want every
          living soul not working rescue looking
          for that brief case.
          AGENT MARIA HILL
                         (WALKIE TALKIE)
          Roger that.
                         NICK FURY
          Coulson, get back to base. This is a
          LEVEL SEVEN. As of right now, we are at
          war.
         A beat.
          AGENT PHIL COULSON
                         (WALKIE TALKIE)
          What do we do?
         Fury stands there. Thinking. He looks up. On his face is sign of
         hope.
                        THE AVENGERS
         EXT. RUSSIA, SOLENSKI PLAZA, 3RD FLOOR ­ NIGHT
         Out in the outskirts, near a railroad, a still in construction
         building is being occupied by GEORGI LUCHKOV, a LARGE, RUSSIAN
         GENERAL along with his THUGS.
         TALL THUG is in the middle of a brutal beating on NATASHA
         ROMANOFF, a SLEWING, FOXY, UNBELIEVABLY SEXY SPY. He BACKHANDS
         NATASHA'S face. She feels the pain, but does not breakdown.
         LUCHKOV, smiling, walks up to her. Dialogue is in RUSSIAN.
                         LUCHKOV
          This is not how I wanted the evening to
          go.
                         NATASHA
          I know how you wanted this evening to
          go. Believe me, this is better.
                         LUCHKOV
          I'd like to know why they sent you to
          carry out a carrier, a stained glass
          and other random items.
         TALL THUG rocks her chair back, balancing her off the edge of an
         open floor. Natasha is now scared.
                         NATASHA
          I thought General Soholob was in charge
          of the export business.
                         LUCHKOV
          Soholob? Your reputation is quite a
          progression. THE FAMOUS BLACK WIDOW.
          Nothing but a pretty face.
                         NATASHA
          You really think I'm pretty?
         LUCHKOV slowly walks over to a table filled with tools. He picks
         up a pair of pliers. TALL THUG opens up her mouth wide open.
                         LUCHKOV
          We do not need the Lermontov to
          transfer the tanks. Tell him, well,...
                         (IN ENGLISH)
          You may have to write it down.
         Suddenly, WEASELLY THUG'S cell rings. Confused, he answers.
                         WEASELLY THUG
          Ya?
          (looks at LUCHKOV)
          It's for you.
         LUCHKOV takes the phone, pissed.
                         LUCHKOV
          Who the hell is...
          AGENT PHIL COULSON
          You're at 114 Solenski Plaza, 3rd floor.
          We have an F22 exactly 8 miles out. Put
          the woman on the phone or I will blow
          up the block before you can make the
          lobby.
         HOLY SHIT. LUCHKOV places the cell phone against Natasha's ear
         seeing how she's tied to a chair with her hands tied behind her
         back.
          AGENT PHIL COULSON
          We need you to come in.
                         NATASHA
          Are you kidding? I'm working!
          AGENT PHIL COULSON
          This takes precedence.
                         NATASHA
          I'm in the middle of an interrogation
          and this moron is giving me everything.
                         LUCHKOV
          I don't give everything.
         Natasha gives him a look.
                         NATASHA
          Look, you can't pull me out of this
          right now.
          AGENT PHIL COULSON
          Natasha. Barton's been compromised.
         A beat.
                         NATASHA
          Let me put you on hold.
         She nods to LUCHKOV. As Luchkov comes to take the phone off her,
         Natasha HITS him with her leg and HEADBUUTS him. Like a spider,
         she stands up elegantly and starts ATTACKING TALL THUG by
         KICKBOXING him in the face.
         Still tied, she ROLLS over WEASELLY THUG after she trips him.
         She then STOMPS on TALL THUG foot with peg of the chair, then
         KNOCKS HIM OUT WITH HER HEAD.
         Yeah, during all this Coulson is still waiting on the line. She
         then FLIPS over and FALLS down hard on WEASELLY THUG, BREAKING
         THE CHAIR. She sees TALL THUG stand.
         Giving her momentum, she runs at him DROP KICKING him, FALLS
         DOWN and FLIPS right back up and WRAPS HER LEGS AROUND HIS NECK
         AND KNOCKS HIM OUT COLD.
         She grabs LUCHKOV, wraps his leg around with a hanging chain and
         drops him down the open floor, dangling. She picks up the phone
         and her heels, like a boss.
                         NATASHA
          Where's Barton now?
          AGENT PHIL COULSON
          We don't know.
                         NATASHA
          But he's alive.
          AGENT PHIL COULSON
          We think so. I'll brief you on
          everything when you get back. But
          first, we need you to talk to the big
          guy.
                         NATASHA
          Coulson, you know that Stark trusts me
          about as far as he can throw me.
          AGENT PHIL COULSON
          No, I've got Stark. You get the big
          guy.
                         NATASHA
          Bozhe moi.
         EXT. INDIAN SLUM ­ NIGHT
         A LITTLE GIRL runs through the crowd, trying to force a way
         through.
         INT. SHACK ­ NIGHT
         A tiny shack. The LITTLE GIRL runs up the steps, only to be
         stopped by an attending woman. Then, the LITTLE GIRL spots him.
         BRUCE BANNER, their LOCAL doctor.
                         ATTENDING WOMAN
          What are doing here?! Get out! You
          shouldn't be here!
                         LITTLE GIRL
          I have to see the doctor! It's my
          father!
                         BANNER
          Calm down. What's wrong?
                         LITTLE GIRL
          My father...
         Banner looks behind him seeing how the girl is staring at a few
         people, lying down, looking very sick.
                         BANNER
          Is he like them?
         The LITTLE GIRL holds out all the money she has in the world.
                         LITTLE GIRL
          Please.
         EXT. SLUMS ­ CONTINUOUS
         Banner and the LITTLE GIRL hastily run nearly to the edge of
         town. The LITTLE GIRL gets ahead of herself. Banner spots local
         government car, he turns around, blocking any view of him.
         EXT/INT. LITTLE GIRL'S SHACK ­ NIGHT
         Banner quickly follows the LITTLE GIRL inside her house. As he
         walks in, the LITTLE GIRL ESCAPES THROUGH THE WINDOW. Banner is
         left standing there like a dumbass.
                         BANNER
          Should have got paid up front, Banner.
         Natasha then appears from behind the curtains. Banner turns
         around, quietly.
                         NATASHA
          You know, for a man who's supposed to
          be avoiding stress, you picked a hell
          of a place to settle.
                         BANNER
          Avoiding stress isn't the secret.
                         NATASHA
          Then, what is it? Yoga?
                         BANNER
          You brought me to the edge of the city,
          smart. I uh... assume the whole place
          is surrounded?
                         NATASHA
          Just you and me.
                         BANNER
          And your actress buddy, is she a spy
          too? Do they start that young?
                         NATASHA
          I did.
                         BANNER
          Who are you?
                         NATASHA
          Natasha Romanoff.
                         BANNER
          Are you here to kill me, Miss Romanoff?
          Because that's not gonna work out for
          everyone.
                         NATASHA
          No. No. Of course not. I'm here on
          behalf of SHIELD.
                         BANNER
          SHIELD. How did they find me?
                         NATASHA
          We never lost you, doctor. We've kept
          our distance, even helped keep some
          other interested parties off your
          scent.
                         BANNER
          Why?
                         NATASHA
          Nick Fury seems to trust you. But now I
          need you to come in.
                         BANNER
          What if I said no?
                         NATASHA
          I'll persuade you.
                         BANNER
          And what if the... other guy says no?
                         NATASHA
          You've been more than a year without an
          incident. I don't think you wanna break
          that streak.
                         BANNER
          I don't always get what I want.
                         NATASHA
          Doctor, we're facing a potential global
          catastrophe.
                         BANNER
          Well, those I actively try to avoid.
                         NATASHA
          This is the Tesseract. It has the
          potential energy to wipe out the
          planet.
         She shows him a photo of the Tesseract on her cell phone. Banner
         takes a closer look.
                         BANNER
          What does Fury want me to do? Swallow
          it?
                         NATASHA
          Well, he wants you to find it. It's
          been taken. It emits a gamma signature
          that's too weak for us to trace.
          There's no one that knows gamma
          radiation like you do. If there was,
          that's where I'd be.
                         BANNER
          So Fury isn't after the monster?
                         NATASHA
          Not that he's told me.
                         BANNER
          And he tells you everything?
                         NATASHA
          Talk to Fury, he needs you on this.
                         BANNER
          He needs me in a cage?
                         NATASHA
          No one's gonna put you in a...
                         BANNER
          STOP LYING TO ME!
         The THUNDEROUS TONE in is voice makes Natasha QUICKLY grab her
         gun and point it at him, but something is now OFF in the
         atmosphere. Banner stands straight up, smiling.
                         BANNER
          I'm sorry, that was mean. I just wanted
          to see what you'd do. Why don't we do
          this the easy way, where you don't use
          that, and the other guy doesn't make a
          mess? Okay? Natasha...
         Natasha, still wary, doesn't lower her gun. She lowers her gun
         and speaks into her earpiece.
                         NATASHA
          Stand down. We're good here.
         EXT. OUTSIDE THE LITTLE GIRL'S SHACK ­ NIGHT
         Amazingly, DOZENS OF SHIELD AGENTS are surrounding the shack
         outside.
         INT. LITTLE GIRL'S SHACK ­ NIGHT
         Banner looks at Natasha, charming a smile at her.
                         BANNER
          Just you and me?
         Natasha fidgets now that she exposed her guard down.
         INT. SHIELD ANALYTICAL ROOM ­ NIGHT
         Fury is facing several LARGE MONITORS as he as a conference with
         members of the WORLD SECURITY COUNCIL.
          WORLD SECURITY COUNCIL #1
          This is out of line, Director. You're
          dealing with forces you can't control.
                         NICK FURY
          You ever been in a war, Councilman? In
          a firefight? Did you feel an
          overabundance of control?
          WORLD SECURITY COUNCIL #1
          You saying that this Asgard has
          declared war on our planet?
                         NICK FURY
          Not Asgard. Loki.
          WORLD SECURITY COUNCIL #2
          He can't be working alone. What about
          the other one? His brother.
                         NICK FURY
          Our intelligence says, Thor is not a
          hostile. But he's worlds away, we can't
          depend on him to help. It's up to us.
          WORLD SECURITY COUNCIL #1
          Which is why you should be focusing on
          phase 2, it was designed for exactly...
                         NICK FURY
          PHASE 2 isn't ready, our enemy is. We
          need a response team.
          WORLD SECURITY COUNCIL #1
          The Avengers Initiative was shut down.
                         NICK FURY
          This isn't about The Avengers.
          WORLD SECURITY COUNCIL #1
          We're running the world's greatest
          covert security network and you're
          gonna leave the fate of human race to a
          handful of freaks.
                         NICK FURY
          I'm not leaving anything to anyone. We
          need a response team. These people
          maybe isolated, unbalanced even, but I
          believe with the right push they can be
          exactly what we need.
          WORLD SECURITY COUNCIL #2
          You believe?
          WORLD SECURITY COUNCIL #1
          War isn't won by sentiment, Director.
                         NICK FURY
          No, it's won by soldiers.
         INT. BROOKLYN GYM ­ NIGHT
         Somewhere in an old, almost WWII-esque boxing gym, STEVE ROGERS,
         a man out of time, THE FIRST AVENGER, FUCKIN' CAPTAIN AMERICA is
         PUMMELING a punching bag. With every swing, it's like a memory
         he's trying to fight off and repress.
         EXT. HYDRA BASE ­ DAY (FLASHBACK)
         Captain America is running through the forest, dodging mortars,
         gunfire and the Tesseract's energy firearms.
          STEVE (V.O.)
          There's not enough time! I gotta put
          her in the water!
         INT. BROOKLYN GYM ­ NIGHT
         Steve's rage keeps building as he punches the bag. It gets
         harder...
         INT. HORTEN H.XVIII, RED SKULL'S SHIP ­ DAY (FLASHBACK)
         Steve places his COMPASS with an image of PEGGY CARTER. The time
         is here for him to crash the plane.
         INT. BROOKLYN GYM ­ NIGHT
         Steve closes his eyes. Goes at the bag harder.
          PEGGY (V.O.)
          You won't be alone.
         INT. HORTEN H.XVIII, RED SKULL'S SHIP ­ DAY (FLASHBACK)
         The RED SKULL picks up the TESSERACT.
         INT. BROOKLYN GYM ­ NIGHT
         Steve opens his eyes and fuckin' tears the bag as the last
         memory kicks in. I don't think he can physically stop...
          SHIELD SCIENTIST (V.O.)
          Oh my god!
         INT. PROJECT P.E.G.A.S.U.S, ANTARCTICA ­ DAY (FLASHBACK)
         A half frozen Steve Roger is lying down on a medical slab. Two
         SHIELD SCIENTISTS run over hi-tech devices to see if his vitals
         are up. And it seems...
                         SHIELD SCIENTIST
          This guy is still alive!
         INT. BROOKLYN GYM ­ NIGHT
         Steve FUCKING tears the bag open, off its chain, spilling out
         the sand. He stands, breathing hard, letting out 70 years of
         over repressed feeling.
         After taking a few breathers, Steve picks up another punching
         bag, which is laying next another DOZEN BAGS. He hooks the bag
         up and starts punching again. Fury walks in.
                         NICK FURY
          Trouble sleeping?
                         STEVE
          I slept for seventy years, sir. I think
          I've had my fill.
                         NICK FURY
          Then you should be out, celebrating,
          seeing the world.
         Steve stops punching and walks over to the bench, unraveling the
         tape off his hands. He sits down.
                         STEVE
          I went under, the world was at war, I
          wake up, they say we won. They didn't
          say what we lost.
                         NICK FURY
          We've made some mistakes along the way.
          Some very recently.
                         STEVE
          You here with a mission, sir?
                         NICK FURY
          I am.
                         STEVE
          Trying to get me back in the world?
                         NICK FURY
          Trying to save it.
         Fury hands Steve a file on the Tesseract, along with other files
         on HYDRA'S projects.
                         STEVE
          Hydra's secret weapon.
                         NICK FURY
          Howard Stark fished that out of the
          ocean when he was looking for you. He
          thought what we think, the Tesseract
          could be the key to unlimited
          sustainable energy. That's something
          the world sorely needs.
                         STEVE
          Who took it from you?
                         NICK FURY
          He's called Loki. He's not from around
          here. There's a lot we'll have to bring
          you up to speed on if you're in. The
          world has gotten even stranger than you
          already know.
                         STEVE
          At this point, I doubt anything would
          surprise me.
                         NICK FURY
          Ten bucks says you're wrong. There's a
          debriefing package waiting for you back
          at your apartment.
         Steve turns and picks up a punching bag. Starts walking out of
         the gym.
                         NICK FURY
          Is there anything you can tell us about
          the Tesseract that we ought to know
          now?
                         STEVE
          You should have left it in the ocean.
         INT. OCEAN ­ NIGHT
         Out in the Atlantic Ocean, TONY STARK, in his IRON MAN suit, is
         cutting a PIPELINE TRANSPORT with a laser cutter coming from his
         hand. He then places a STARK ENERGY REACTOR. It lights up. IRON
         MAN rockets out of the water and flies towards STARK TOWER.
                         TONY
          You're good on this end. The rest is up
          to you.
                         PEPPER POTTS
          (on the other line)
          You disconnected the transition lines?
          Are we off the grid?
         INSIDE THE SUIT -- PEPPER APPEARS ON HIS HUD MONITOR.
                         TONY
          Stark Tower is about to become a beacon
          of self-sustaining clean energy.
                         PEPPER
          Wow. So maybe our reactor takes over
          and it actually works?
                         TONY
          I assume. Light her up.
         As IRON MAN flies to the STARK TOWER BUILDING, the power is
         switched on and the STARK sign LIGHTS UP.
                         PEPPER
          How does it look?
                         TONY
          Like Christmas, but with more... me.
                         PEPPER
          Gotta go wider on the public awareness
          campaign. You need to do some press. I
          can do some more tomorrow. I'm working
          on the zoning for the next billboards.
                         TONY
          Pepper, you're killing me. Remember?
          Enjoy the moment.
                         PEPPER
          Then get in here and I will.
         TONY arrives at his skyscraper penthouse and is in the process
         of taking off his IRON MAN suit through a hi-tech gauntlet of
         gadgets.
                         JARVIS
          Sir, Agent Coulson of SHIELD is on the
          line.
                         TONY
          I'm not in. I'm actually out.
                         JARVIS
          Sir, I'm afraid he's insisting.
                         TONY
          Close the line Jarvis. I got a date.
         INT. TONY'S PENTHOUSE ­ NIGHT
         PEPPER POTTS stares up at the monitors of the reactor device.
                         PEPPER
          Levels are holding steady... I think.
                         TONY
          Of course they are, I was directly
          involved. Which brings me to my next
          question: how does it feel to be a
          genius?
                         PEPPER
          Well, ha, I really wouldn't know now,
          would I?
                         TONY
          What do you mean? All this came from
          you.
                         PEPPER
          No. All this came from that.
         Points to the energy in his chest plate.
                         TONY
          Give yourself some credit, please.
          Stark Tower is your baby. Give
          yourself... twelve percent of the
          credit.
                         PEPPER
          Twelve percent?
                         TONY
          An argument can be made for fifteen.
                         PEPPER
          Twelve percent? For my baby?
                         TONY
          Well, I did do all the heavy lifting.
          Literally, I lifted the heavy things.
          And sorry, but the security snafu? That
          was on you.
                         PEPPER
          Oooooh.
                         TONY
          My private elevator...
                         PEPPER
          You mean OUR elevator?
                         TONY
          ...was teeming with sweaty workmen. I'm
          going to pay for that comment about
          percentages in some subtle way later,
          aren't I?
         Pepper pours herself and Tony a glass of champagne.
                         PEPPER
          Not gonna be that subtle.
                         TONY
          I'll tell you what. Next building's
          gonna say 'Potts' on the tower.
                         PEPPER
          On the lease.
                         TONY
          ...Call your mom, can you bunk over?
                         JARVIS
          Sir, the telephone. I'm afraid my
          protocols are being overwritten.
          AGENT PHIL COULSON
          Stark, we need to talk. Tony picks up
          his phone and looks into it at Coulson.
                         TONY
          You have reached the life model decoy
          of Tony Stark, please leave a message.
          AGENT PHIL COULSON
          This is urgent.
                         TONY
          Then leave it urgently.
         At that moment the elevator door opens and Coulson appears.
                         TONY
          Security breach.
                         (TO PEPPER)
          That's on you.
          AGENT PHIL COULSON
          Mr. Stark.
                         PEPPER
          Phil! Come in.
                         TONY
          Phil? Uh, his first name is Agent.
                         PEPPER
          Come on in, we're celebrating.
                         TONY
          Which is why he can't stay.
          AGENT PHIL COULSON
          We need you to look this over.
          (he holds out a file towards
                         STARK)
          Soon as possible.
                         TONY
          I don't like being handed things.
                         PEPPER
          That's alright, `cause I love to be
          handed things. So, let's trade.
         She passes her glass of champagne to Coulson and takes the file
         from him, then takes her champagne glass back from Coulson and
         passes the file over to Stark.
                         PEPPER
          Thank you.
                         TONY
          Official consulting hours are between
          eight and five every other Thursday.
          AGENT PHIL COULSON
          This isn't a consultation.
                         PEPPER
          Is this about The Avengers? Which I...I
          know nothing about.
                         TONY
          The Avengers Initiative was scrapped, I
          thought. And I didn't even qualify.
                         PEPPER
          I didn't know that either.
                         TONY
          Yeah, apparently I'm volatile, self-
          obsessed, don't play well with others.
                         PEPPER
          That I did know.
          AGENT PHIL COULSON
          This isn't about personality profiles
          anymore.
                         TONY
          Whatever. Miss Potts, got a minute?
         Pepper walks over to Tony who places the files into his own
         databases.
                         TONY
          You know, I thought we were having a
          moment.
                         PEPPER
          I was having twelve percent of a
          moment. This seems serious, Phil's
          pretty shaken.
                         TONY
          How did you notice? Why is he Phil?
                         PEPPER
          What is all of this?
                         TONY
          This is, uh...
         Tony EXPANDS his arms and different profiles appear in
         holographic form floating in the air in front of Tony and
         Pepper.
                         TONY
          This.
         Screens appear of CAPTAIN AMERICA IN ACTION, the HULK ROARING AS
         HE ATTACKS THE ARMY AT CULVER UNIVERSITY, THOR FIGHTING THE
         DESTROYER and another is of Loki and the Tesseract, to which
         Stark and Pepper look on in awe.
                         PEPPER
          I'm going to take the jet to D.C.
          tonight.
                         TONY
          Tomorrow.
                         PEPPER
          You've got homework. You've got a lot
          of homework.
                         TONY
          Well, what if I didn't?
                         PEPPER
          If you didn't?
                         TONY
          Yeah.
                         PEPPER
          You mean if you finished?
          (Stark nods his head)
          Well, um...then...
         She whispers something in his ear. Tony GASPS. Coulson looks
         away in embarrassment.
                         TONY
          Square deal. It's the last date.
         Pepper kisses him.
                         PEPPER
          Work hard.
         As Pepper leaves with Agent Coulson, Tony grabs the Tesseract in
         holograph form, worried.
         INT. QUINJET ­ DAY
         Inside the QUINJET, Steve is sitting down, holding a TABLET,
         watching the footage of the Hulk's attack on the Army at Culver
         University.
                         PILOT
          We're about forty minutes out from
          base, sir.
         Agent Coulson stands up from his seat and walks over to Steve.
                         STEVE
          So, this Doctor Banner was trying to
          replicate the serum that was used on
          me?
          AGENT PHIL COULSON
          A lot of people were. You were the
          world's first superhero. Banner thought
          gamma radiation might hold the key to
          unlocking Erskine's original formula.
         The Hulk roars with fury as he slams a jeep apart.
                         STEVE
          Didn't really go his way, did it?
          AGENT PHIL COULSON
          Not so much. When he's not that thing
          though, guy's like a Stephen Hawking.
         Steve looks confused.
          AGENT PHIL COULSON
          He's like a smart person. I gotta say,
          it's an honor to meet you, officially.
         Steve smiles at Coulson.
          AGENT PHIL COULSON
          I sort of met you, I mean, I watched
          you while you were sleeping.
         Steve looks down. He stands up, closes his laptop and walks to
         the side with Coulson following.
          AGENT PHIL COULSON
          I mean, I was... I was present while
          you were unconscious from the ice. You
          know, it's really, it's just a... just
          a huge honor to have you on board.
                         STEVE
          Well, I hope I'm the man for the job.
          AGENT PHIL COULSON
          Oh, you are. Absolutely. Uh... we've
          made some modifications to the uniform.
          I had a little design input.
                         STEVE
          The uniform? Aren't the stars and
          stripes a little... old fashioned?
          AGENT PHIL COULSON
          With everything that's happening, the
          things that are about to come to light,
          people might just need a little old
          fashioned.
         Steve takes in Coulson's sentiment.
         INT. UNDERGROUND LAB ­ DAY
         Several soldiers under Loki's mind control run around, preparing
         to infiltrate whatever Loki has planned. Loki sits down,
         watching Selvig work with a CMS device. Loki meditates, until...
         EXT. THRONE ROOM ­ NIGHT
         ...the scepter materializes him back into the throne room of THE
         OTHER, fully armed in his horned helmet and armor. THE OTHER
         appears from the steps.
                         THE OTHER
          The Chitauri grow restless.
                         LOKI
          Let them go at themselves. I will lead
          them into glorious battle.
                         THE OTHER
          Battle? Against the meager might of
          Earth?
                         LOKI
          Glorious, not lengthy. If your force is
          as formidable as you claim.
                         THE OTHER
          You question us? You question HIM? He,
          who put the scepter in your hand, who
          gave you ancient knowledge and new
          purpose when you were cast out,
          defeated?
                         LOKI
          I was a king! The rightful king of
          Asgard! Betrayed!
                         THE OTHER
          Your ambition is little, born of
          childish need. We look beyond the Earth
          to greater worlds the Tesseract will
          unveil.
                         LOKI
          You don't have the Tesseract yet.
         THE OTHER runs over to attack him, but stops as Loki points his
         scepter.
                         LOKI
          I don't threaten, but until I open the
          doors, until your force is mine to
          command, you are but words.
                         THE OTHER
          You will have your war, Asgardian. If
          you fail, if the Tesseract is kept from
          us, there will be no realm, no barren
          moon, no crevice where he can't find
          you. You think you know pain? He will
          make you long for something as sweet as
          pain.
         THE OTHER places his hand on Loki's head and transports him back
         to Earth. Loki looks around, menacing.
         EXT. HELICARRIER LANDING STRIP ­ DAY
         The QUINJET lands down a MASSIVE BATTLESHIP known as the
         HELICARRIER. It has two runways. One with direct access to a
         hangar at the rear is aligned along the spine of the vessel.
         Agent Coulson and Steve walk down the ramp, meeting up with
         Natasha.
          AGENT PHIL COULSON
          Agent Romanoff. Captain Rogers.
                         STEVE
          Ma'am?
                         NATASHA
          Hi.
                         (TO COULSON)
          They need you on the bridge. Face time.
          AGENT PHIL COULSON
          See you there.
         Agent Coulson walks away leaving Steve with Natasha, walking
         towards the railing of the ship.
                         NATASHA
          There was quite the buzz around here,
          finding you in the ice. I thought
          Coulson was gonna swoon. Did he ask you
          to sign his Captain America trading
          cards yet?
                         STEVE
          Trading cards?
                         NATASHA
          They're vintage, he's very proud.
         Without realizing, Banner doesn't notice them walking as he
         isnervous as hell. He moves around as people keep walking in
         hisway.
                         STEVE
          Dr. Banner.
         Steve walks up to Banner and shakes his hands.
                         BANNER
          Oh, yeah. Hi. They told me you'd be
          coming.
                         STEVE
          Word is you can find the cube.
                         BANNER
          Is that the only word on me?
                         STEVE
          Only word I care about.
                         BANNER
          (takes in the sentiment)
          Must be strange for you, all of this.
                         STEVE
          Well, this is actually kind of
          familiar.
                         NATASHA
          Gentlemen, you may wanna step inside in
          a minute. It's gonna get a little hard
          to breath.
         Suddenly the HELICARRIER starts SHAKING as it prepares to fly
         "sail."
                         STEVE
          Is this is a submarine?
                         BANNER
          Really? They wanted me in a submerged
          pressurized metal container?
         They both move closer to the edge of the HELICARRIER. FOUR HUGE
         LIFT FANS MOUNTED ON THE SIDES STARTS TO LIFT INTO THE AIR IN
         VTOL FLIGHT. Steve watches in AWE as Banner smiles.
                         BANNER
          OH, NO. THIS IS MUCH WORSE.
         INT. HELICARRIER BRIDGE ­ DAY
         The doors part and we enter THE BRIDGE OF THE SHIP ­ a flurry of
         activity ­ dozens of agents sit in front of their VIEWSCREENS.
         Agent Hill shouts her instructs to leave. Turns to NICK FURY,
         who is at the command chair.
          AGENT MARIA HILL
          We're at lock, sir.
                         NICK FURY
          Good. Let's vanish.
         EXT. SKY
         The HELICARRIER rises high into the heavens. Suddenly, the
         entire ship is covered in reflecting mirrors, which then
         camouflages in the sky.
         INT. HELICARRIER BRIDGE ­ CONTINUOUS
         Steve and Banner walk through the glorious, gleaming bridge,
         taking his position at the SCIENCE CONSOLE.
                         NICK FURY
          Gentlemen.
         Steve gives Fury 10 bucks, referring to his earlier statement
         about never being surprised again. Fury walks over Banner and
         extends his hand. Banner, reluctantly shakes it.
                         NICK FURY
          Doctor, thank you for coming.
                         BANNER
          Thanks for asking nicely. So, uh... how
          long am I staying?
                         NICK FURY
          Once we get our hands on the Tesseract,
          you're in the clear.
                         BANNER
          Where are you with that?
         Nick Fury turns to Agent Coulson to explain, while Natasha
         Romanoff eyes an image of Clint Barton on a computer screen.
          AGENT PHIL COULSON
          We're sweeping every wirelessly
          accessible camera on the planet.
          Cellphones, laptops. If it's connected
          to a satellite, it's eyes and ears for
          us.
                         NATASHA
          That's still not gonna find them in
          time.
                         BANNER
          You have to narrow the field. How many
          spectrometers do you have access to?
                         NICK FURY
          How many are there?
                         BANNER
          Call every lab you know, tell them to
          put the spectrometers on the roof and
          calibrate them for gamma rays. I'll
          rough out a tracking algorithm based on
          cluster recognition. At least we could
          rule out a few places. Do you have
          somewhere for me to work?
                         NICK FURY
          Agent Romanoff, would you show
          Dr.Banner to his laboratory, please.
         Natasha nods and walks off, leading Banner down the hall.
                         NATASHA
          You're gonna love it, Doc. We got all
          the toys.
         INT. UNDERGROUND LAB, VACUUM ROOM ­ DAY
         Selvig and several scientists work around the CMS device.
         Bartonwalks in, holding a tablet.
                         SELVIG
          Put it over there!
                         (TO BARTON)
          Where did you find all these people?
                         CLINT BARTON
          SHIELD has not shortage of enemies,
          Doctor.
         He holds up a screen showing information on IRIDIUM.
                         CLINT BARTON
          Is this the stuff you need?
                         SELVIG
          Yeah, iridium. It's found in
          meteorites, it forms anti-protons. It's
          very hard to get hold of.
                         CLINT BARTON
          Especially if SHIELD knows you need it.
                         SELVIG
          Well, I didn't know!
          (sees Loki coming)
          Hey! The Tesseract is showing me so
          much. It's more than just knowledge,
          it's... truth.
                         LOKI
          I know. What did it show you, Agent
          Barton?
                         CLINT BARTON
          My next target.
                         LOKI
          Tell me what you need.
                         CLINT BARTON
          I'll need a distraction.
          (grabs his bow)
          And an eyeball.
         INT. HELICARRIER BRIDGE ­ NIGHT
         As they are waiting to locate Loki using satellite facial
         recognition, Coulson and Steve stand side by side, waiting.
          AGENT PHIL COULSON
          I mean, if it's not too much trouble.
                         STEVE
          No, no. It's fine.
          AGENT PHIL COULSON
          It's a vintage set. It took me a couple
          of years to collect them all. Near
          mint, slight foxing around the edges,
          but...
          AGENT JASPER SITWELL
          We got a hit. Sixty-seven percent
          match. Weight, cross match, seventy-
          nine percent.
          AGENT PHIL COULSON
          Location?
          AGENT JASPER SITWELL
          Stuttgart, Germany. 28, Konigstrasse.
          He's not exactly hiding.
                         NICK FURY
          Captain, you're up.
         Steve nods. Leaves.
         EXT. STUTTGART MUSEUM ­ NIGHT
         Loki standing in front of the museum, dressed in 21st century
         attire and with the scepter, disguised as a cane, walks up to
         the entrance of the gala.
         INT. STUTTGART GALA ­ NIGHT
         Inside, a lavished gala with an orchestra playing, is
         interrupted as the HEAD DOCTOR walks up to the mic.
         INT. HELICARRIER, STEVE'S LOCKER ­ NIGHT
         Steve walks into his own locker room. As he approaches to the
         steel cabinet, the doors already reveal the updated CAPTAIN
         AMERICA UNIFORM, along with the famous SHIELD. He stands in
         silence.
         EXT. STUTTGART MUSEUM ­ NIGHT
         Outside the museum, GERMAN GUARDS stand in their positions. One
         of them is standing on top of the roof, scoping. He then hears a
         THWACK!
         He looks down. One of his guards is shot with an ARROW. He
         raises his gun. He is shot dead by an arrow. Falls down. Barton
         and his CREW arrive at the doors of the locked science building.
         Barton looks at the retinal scanner. He pulls out a SHIELD eye
         scanner instrument.
         INT. STUTTGART GALA ­ NIGHT
         Loki looks from above the museum and descends down to where the
         HEAD DOCTOR is. As he makes it down and near the stage, he FLIPS
         his cane the other end. The guard there notices him, pulls out
         his gun, but Loki CLUBS his head in. CHAOS ERUPTS.
         Guests begin to leave the museum. Loki grabs the doctor and
         flips him over onto a marble table of the mythological creatures
         BILCHSTEIM. Loki pulls out an OPTICAL TORTURE DEVICE. He PLUNGES
         down the doctor's eye. The doctor TWISTS in pain.
         EXT. STUTTGART MUSEUM ­ NIGHT
         Suddenly, from Barton's instrument, a holographic eye of the
         head doctor appears and the image of the doctor appears on
         screen.
         The doors to the facility open. Barton walks in and finds in a
         cabinet, a glass thermos with a cylinder of iridium.
         EXT. STUTTGART GALA ­ NIGHT
         As the crowd runs away, Loki slowly walks out and materializes
         in his gold armor and helmet. The POLICE arrive and with no
         hesitation, he BLASTS the cars, FLIPPING them over and over.
                         LOKI
          Kneel before me.
         The crowd ignores him. Another LOKI appears, blocking the crowd.
         Loki after Loki appears, they all grin as they raise their
         spears, encircling the crowd.
                         LOKI
          I said. KNEEL!!!
         Everyone becomes quiet and kneels in front him. Loki embracing
         his arms out, smiling.
                         LOKI
          Is not this simpler? Is this not your
          natural state? It's the unspoken truth
          of humanity, that you crave
          subjugation. The bright lure of freedom
          diminishes your life's joy in a mad
          scramble for power, for identity. You
          were made to be ruled. In the end, you
          will always kneel.
         As the words resonate to the kneeling crowd, an ELDER GERMAN MAN
         refuses to kneel and stands, heroic.
          ELDER GERMAN MAN
          Not to men like you.
                         LOKI
          There are no men like me.
          ELDER GERMAN MAN
          There are always men like you.
                         LOKI
          Look to your elder, people. Let him be
          an example.
         Loki is about to execute him with his scepter as the light GLOWS
         blue. Just as the ENERGY BEAM shoots out, FUCKING CAPTAIN
         AMERICA arrives! He dives in just in time and BLOCKS the blast
         with his SHIELD, knocking down Loki on his ass.
                         CAPTAIN AMERICA
          You know, the last time I was in
          Germany and saw a man standing above
          everybody else, we ended up
          disagreeing.
                         LOKI
                         (STANDING UP)
          The soldier. A man out of time.
                         CAPTAIN AMERICA
          I'm not the one who's out of time.
         From above Cap, the QUINJET arrives. A machine gun is pointed
         towards Loki.
                         NATASHA
          Loki, drop the weapon and stand down.
         Like greased lighting, Loki sends a BLAST of blue at the
         QUINJET. Natasha MANEUVERS it just in time, giving Cap the time
         to throw his shield at Loki. They both begin to DUKE IT OUT.
         Loki FLINGS Cap to the ground. Cap then throws his shield, but
         Loki SWATS it way. Cap, using all the moves of a boxer, is
         KNOCKED down by Loki. Standing over him, he points the scepter's
         tip on his helmet.
                         LOKI
          Kneel.
                         CAPTAIN AMERICA
          Not today!
         Cap FLIPS and KNOCKS him out with his leg. Loki grabs him and
         FLIPS him over.
         INT. QUINJET ­ NIGHT


                         NATASHA
          The guy's all over the place.
         Suddenly, AC/DC's "Shoot to Thrill" overdrives the QUINJET'S
         speakers.
                         IRON MAN
          Agent Romanoff, did you miss me?
         Both Cap and Loki look up at the sky. Tony flies over in his
         IRON MAN suit and blasts Loki right back to the ground. IRON MAN
         touches down. He stands up and pulls out every piece of weaponry
         the suit has.
                         IRON MAN
          Make your move, Reindeer Games.
         Loki puts up his hands and surrenders. His armor materializes
         away.
                         IRON MAN
          Good move.
                         CAPTAIN AMERICA
          Mr. Stark.
                         IRON MAN
          Captain.
         INT. QUINJET ­ NIGHT
         Natasha watches the skies. THUNDER. Coming out of nowhere. Fury
         speaks over her headset.
          NICK FURY (V.O.)
          Said anything?
                         NATASHA
          Not a word.
          NICK FURY (V.O.)
          Just get him here. We're low on time.
         With Loki tied up and cuffed to his seat, Tony and Steve watch
         from a distance, whispering.
                         STEVE
          I don't like it.
                         TONY
          What? Rock of Ages giving up so easily?
                         STEVE
          I don't remember it being ever that
          easy. This guy packs a wallop.
                         TONY
          Still, you are pretty spry, for an
          older fellow. What's your thing?
          Pilates?
                         STEVE
          What?
                         TONY
          It's like calisthenics. You might have
          missed a couple things, you know, doing
          time as a Capsicle.
         Steve looks at Tony, finally meeting his ego match.
                         STEVE
          Fury didn't tell me he was calling you
          in.
                         TONY
          Yeah, there's a lot of things Fury
          doesn't tell you.
         THUNDER and LIGHTNING nearly hit the jet, making it shake
         violently.
                         NATASHA
          Where's this coming from?
         Thunder RUMBLES overhead. Loki stares out the window intently.
                         STEVE
          What's the matter? Scared of a little
          lightning?
                         LOKI
          I'm not overly fond of what follows.
         What the fuck? OUTSIDE THE JET A BLINDING LIGHT hits the jet.
         Not a light. A King.
         THE MIGHTY THOR. Thor OPENS the ramp and grabs Loki by the
         throat and flies out. Steve and Tony are left dumbstruck. Tony
         puts the IRON MAN helmet on.
                         IRON MAN
          Now there's that guy.
                         NATASHA
          Another Asgardian?
                         CAPTAIN AMERICA
          Think the guy's a friendly?
                         IRON MAN
          Doesn't matter. If he frees Loki or
          kills him, the Tesseract's lost.
         Tony turns and gets ready to jump off the jet to chase after
         Thor.
                         CAPTAIN AMERICA
          Stark, we need a plan of attack!
                         IRON MAN
          I have a plan. Attack.
         IRON MAN jumps out of the jet and chases after Thor. Cap grabs a
         parachute to follow.
                         NATASHA
          I'd sit this one out, Cap.
                         CAPTAIN AMERICA
          I don't see how I can.
                         NATASHA
          These guys come from legends, they're
          basically gods.
                         CAPTAIN AMERICA
          There's only one God, ma'am. And I'm
          pretty sure he doesn't dress like that.
         Cap JUMPS OUT of the jet.
         EXT. MOUNTAIN LEDGE ­ NIGHT
         Somewhere out in the European mountains, Thor throws Loki into
         the side of the mountain. He raises the mighty hammer, MJÖLNIR.
         He looks down at his brother, who he thought to be dead and is
         angry to see him alive in this fashion.
                         THOR
          Where is the Tesseract?
                         LOKI
                         (LAUGHS)
          I missed you too.
                         THOR
          Do I look to be in a gaming mood?!
                         LOKI
          Oh, you should thank me. With the
          Bifrost gone how much dark energy did
          the Allfather have to muster to conjure
          you here? Your precious Earth.
         Thor drops MJÖLNIR, causing the mountain to quake. He picks up
         Loki. His brother.
         Although Thor is pissed for what he has done, a family is
         everything to a man or god.
                         THOR
          I thought you dead.
                         LOKI
          Did you mourn?
                         THOR
          We all did. Our father...
                         LOKI
          Your father. He did tell you my true
          parentage, did he not?
         Thor lets go Loki, who walks away from Thor, causing an even
         bigger wedge between them.
                         THOR
          We were raised together, we played
          together, we fought together. Do you
          remember none of that?
                         LOKI
                         (TURNS AROUND)
          I remember a shadow. Living in the
          shade of your greatness. I remember you
          tossing me into an abyss. I was and
          should be king!
                         THOR
          So you take the world I love as
          recompense for your imagined slights.
          No, the Earth is under my protection,
          Loki.
                         LOKI
                         (LAUGHS)
          And you're doing a marvelous job with
          that. The humans slaughter each other
          in droves, while you idly threat. I
          mean to rule them. And why should I
          not?
                         THOR
          You think yourself above them.
                         LOKI
          Well, yes.
                         THOR
          Then you miss the truth of ruling,
          brother. Throne would suit you ill.
         Angrily, Loki shoves his brother to the side. He walks back up
         to the ledge. Turns around.
                         LOKI
          I've seen worlds you've never known
          about! I have grown, Odinson, in my
          exile! I have seen the true power of
          the Tesseract, and when I wield it...
                         THOR
          Who showed you this power? Who controls
          the would-be-king?
                         LOKI
          I am a king!
                         THOR
          Not here! You give up the Tesseract!
          You give up this poisonous dream! You
          come home.
                         LOKI
          I don't have it. You need the cube to
          bring me home, but I've sent it off I
          know not where.
         Mjölnir flies back to his grasp.
                         THOR
          You listen well, brother. I...
         THOR IS KNOCKED OFF THE MOUNTAIN BY IRON MAN WHO TACKLES HIM IN
         MID-FLIGHT.
                         LOKI
          I'm listening.
         EXT. FOREST ­ CONTINUOUS
         THOR and IRON MAN CRASH into the forest. Thor rolls himself up.
         IRON MAN is still standing, but keeps his distance. The helmet
         opens up.
                         THOR
          Do not touch me again!
                         TONY
          Then don't take my stuff.
                         THOR
          You have no idea what you're dealing
          with.
                         TONY
          Shakespeare in the park? Doth mother
          know you weareth her drapes?
                         THOR
          This is beyond you, metal man. Loki
          will face Asgardian justice!
                         TONY
          He gives up the Cube, he's all yours.
          Until then, stay out of my way...
          tourist.
         The IRON MAN helmet clamps up and he walks away. In one quick
         move, Thor pulls Mjölnir, throws it, and KNOCKS IRON MAN clear
         across into a tree.
         INSIDE THE SUIT
                         TONY
          Okay.
         From the mountain side, Loki watches in amusement. Thor raises
         his hand. Mjölnir flies back to his hand. Thor SWINGS the
         hammer, summoning a ray of energy.
         IRON MAN stands up and from his HAND BOOSTERS, a BLAST of ENERGY
         KNOCKS the MIGHTY AVENGER on his ass. IRON MAN flies back up and
         knocks Thor into a tree. Right back at you, bitch!
         Thor, kneeling on the ground, pulls Mjölnir to his hand, raises
         it to the skies and pulls in LIGHTING and THUNDER! Thor points
         the hammer at IRON MAN and the outpouring of bolts lighting
         increases in intensity. IRON MAN falls back.
         INSIDE THE SUIT
                         JARVIS
          Power at 400% capacity.
                         TONY
          How about that?
         IRON MAN FIRES AWAY FROM HIS HAND BOOSTERS, pushing Thor to his
         knees. Like two gunslingers ready to draw, both Thor and IRON
         MAN fly towards each other and meet in the middle and ascend up.
         EXT. SKY ­ NIGHT
         The two battle. IRON MAN grasps THOR, elbowing him and SMASHING
         him into the side of a mountain.
         THOR LEAPS off the mountain and takes IRON MAN with him.
         EXT. FOREST ­ CONTINUOUS
         THOR and IRON MAN crash right back down, smashing down every
         tree possible. IRON MAN YANKS Thor right up. Thor grabs both
         HANDS BOOSTERS and begins to CRUSH them. Tony quickly CHARGES as
         much energy as he can and SHOOTS ENERGY in Thor's face.
         Thor FALLS back, losing his stance. IRON MAN HEADBUTTS Thor,
         with his gold-titanium alloy helmet. Thor... HEADBUTTS him with
         his fuckin' head and actually sends IRON MAN across the forest.
         IRON MAN boosters up and flies back at Thor, grabbing him by the
         arm and cape and SWINGS him into another tree. Thor looks up,
         ready. Thor runs with all his patience out the window. IRON MAN
         SWINGS and MISSES, giving Thor the momentum to grab him, lift
         him and SMASH him down hard.
         Thor summons back Mjölnir to his hand. Just as he's about to put
         the hammer down, IRON MAN uses his HAND BOOSTERS to SKID across
         the ground and trip Thor over. Standing up, Thor looks for him,
         but from behind him, IRON MAN CRASHES into his back. Thor stands
         facing IRON MAN. Ready to pounce...
         CAPTAIN AMERICA'S shield RICOCHETS off both Thor and IRON MAN,
         stopping them. They look up and see CAPTAIN AMERICA standing on
         top of a fallen tree with the shield back in hand.
                         CAPTAIN AMERICA
          Hey! That's enough!
          (comes down; looks at Thor)
          Now, I don't know what you plan on
          doing here.
                         THOR
          I've come here to put an end to Loki's
          schemes!
                         CAPTAIN AMERICA
          Then prove it! Put the hammer down.
                         IRON MAN
          Um, yeah, no! Bad call! He loves his
          hammer!
         THOR BACKHANDS IRON MAN LIKE A PIMP WITH MJÖLNIR.
         Thor, losing all tolerance with this SENTENTIAL OF LIBERTY,
         raises the hammer.
                         THOR
                         (TO CAP)
          You want me to put the hammer down?
         THOR LEAPS HIGH INTO THE AIR, RAISING THAT FUCKING HAMMER.
         CAPTAIN AMERICA CROUCHES DOWN and HOLDS UP HIS SHIELD. THOR
         brings that hammer down onto the shield and a MASSIVE IMPLOSION
         OF LIGHT reacts to the vibranium shield creating a MASSIVE
         SHOCKWAVE THAT BLOWS UP ANYTHING STANDING WITHIN A MILE.
         IRON MAN stands up, looking around like `holy shit.' Lying right
         next to him is Cap, who never takes his eye off Thor. Thor looks
         at both men.
                         CAPTAIN AMERICA
          Are we done here?
         THOR, CAPTAIN AMERICA AND IRON MAN STAND THERE.
         INT. HELICARRIER HALLWAY ­ NIGHT
         DOZENS of SHIELD POLICE escort Loki, who is in handcuffs,
         smiling. As they pass the HELICARRIER LAB, Banner stops working
         on the CHITAURI SCEPTER and looks up. Loki eyes him as he walks,
         nodding and smiling. BANNER rubs his head.
         INT. HELICARRIER DETENTION SECTION ­ NIGHT
         Loki is now free from his cuffs and is contained in a LARGE
         GLASS CELL held by HYDRAULIC RIGS. Fury walks up the control
         panel of the cell.
                         NICK FURY
          In case it's unclear. You try to
          escape. You so much as scratch that
          glass.
         Fury presses a button which OPENS UP a HATCH underneath Loki's
         cell. Loki peers as much as he can from the glass.
         Without seeing, the sounds of GUSTING WIND would make man shit
         his pants. Not a god, though.
                         NICK FURY
          Thirty thousand feet, straight down in
          a steel trap. You get how that works?!
         Fury closes the hatch. Points at Loki.
                         NICK FURY
          Ant.
         Then points at the button which would drop Loki into the steel
         trap.
                         NICK FURY
          Boot.
                         LOKI
                         (SMIRKING)
          It's an impressive cage. Not built, I
          think, for me.
                         NICK FURY
          Built for something a lot stronger than
          you.
                         LOKI
          Oh, I've heard.
         Loki looks into the camera.
         INT. BRIEFING ROOM ­ CONTINUOUS
         The others watch on the monitor Loki getting interrogated.
         Banner looks at the monitor, intently.
         INT. HELICARRIER DETENTION SECTION ­ CONTINUOUS


                         LOKI
          The mindless beast, makes play he's
          still a man. How desperate are you,
          that you call upon such lost creatures
          to defend you?
                         NICK FURY
          How desperate am I? You threaten my
          world with war. You steal a force you
          can't hope to control.
                         (MORE)
          NICK FURY (CONT'D)
          You talk about peace and you kill
          `cause it's fun. You have made me very
          desperate. You might not be glad that
          you did.
                         LOKI
          Ooh. It burns you to come so close. To
          have the Tesseract, to have power,
          unlimited power. And for what? A warm
          light for all mankind to share, and
          then to be reminded what real power is.
                         NICK FURY
                         (SMILING)
          Well, you let me know if Real Power
          wants a magazine or something.
         Fury walks off leaving Loki in his glass cell. Loki looks back
         at the camera, smirking.
         INT. BRIEFING ROOM ­ CONTINUOUS
         Steve watches until the monitor goes black. Thor, who didn't
         even look, just listened, stands there, torn apart. They all
         just stand there in stunned SILENCE. Finally --
                         BANNER
          He really grows on you, doesn't he?
                         STEVE
          Loki's gonna drag this out. So, Thor,
          what's his play?
                         THOR
                         (COMING TOO)
          He has an army called the Chitauri.
          They're not of Asgard or any world
          known. He means to lead them against
          your people. They will win him the
          earth. In return, I suspect, for the
          Tesseract.
                         STEVE
                         (SERIOUSLY)
          An army? From outer space?
                         BANNER
         So he's building another portal. That's
         what he needs Erik Selvig for.
                         THOR
         Selvig?
                         BANNER
         He's an astrophysicist.
                         THOR
         He's a friend.
                         NATASHA
         Loki has him under some kind of spell,
         along with one of ours.
                         STEVE
         I wanna know why Loki let us take him.
         He's not leading an army from here.
                         BANNER
         I don't think we should be focusing on
         Loki. That guy's brain is a bag full of
         cats, you could smell crazy on him.
                         THOR
         Have care how you speak. Loki is beyond
         reason, but he is of Asgard, and he's
         my brother.
                         NATASHA
         He killed eighty people in two days.
                         THOR
         He's adopted.
                         BANNER
         Iridium, what did they need the Iridium
         for?
                         TONY
         It's a stabilizing agent.
          (walks in with Coulson; to
                         COULSON)
         I'll fly you there. Keep the love
         alive. Means the portal won't collapse
         on itself, like it did at SHIELD.
                         TONY (CONT'D)
                         (TO THOR)
          No hard feelings, Point Break. You've
          got a mean swing.
          (referring to the Iridium)
          Also, it means the portal can open as
          wide, and stay open as long, as Loki
          wants.
                         (TO CREW)
          Uh, raise the mid-mast, ship the top
          sails. That man is playing GALAGA!
          Thought we wouldn't notice. But we did.
          (covering his eye, looks
                         AROUND)
          How does Fury do this?
          AGENT MARIA HILL
          He turns.
         Tony looks around the monitors and places a BUTTON SIZE HACKING
         IMPLANT under Fury's desk, without anyone noticing.
                         TONY
          Well, that sounds exhausting. The rest
          of the raw materials, Agent Barton can
          get his hands on pretty easily. Only
          major component he still needs is a
          power source. A high energy density,
          something to kick start the cube.
          AGENT MARIA HILL
          When did you become an expert in
          thermonuclear astrophysics?
                         TONY
          Last night. The packet, Selvig's notes,
          the Extraction Theory papers. Am I the
          only one who did the reading?
                         STEVE
          Does Loki need any particular kind of
          power source?
                         BANNER
          He's got to heat the cube to a
          hundredand twenty million Kelvin just
          to break through the Coulomb barrier.
                         TONY
          Unless, Selvig has figured out how to
          stabilize the quantum tunneling effect.
                         BANNER
          Well, if he could do that he could
          achieve Heavy Ion Fusion at any reactor
          on the planet.
                         TONY
          Finally, someone who speaks English.
                         STEVE
          Is that what just happened?
         Tony and Banner shake hands. A glimmer in their eyes shines as
         the mutual respect for each other shows.
                         TONY
          It's good to meet you, Dr. Banner.
          You're work on anti-electron collisions
          is unparalleled. And I'm a huge fan of
          the way you lose control and turn into
          an enormous green rage monster.
                         BANNER
                         (LOOKS DOWN)
          Thanks.
                         NICK FURY
                         (WALKING IN)
          Dr. Banner is only here to track the
          cube. I was hoping you might join him.
                         STEVE
          Let's start with that stick of his. It
          may be magical, but it works an awful
          lot like a HYDRA weapon.
                         NICK FURY
          I don't know about that, but it is
          powered by the cube. And I'd like to
          know how Loki used it to turn two of
          the sharpest men I know into his
          personal flying monkeys.
                         THOR
          Monkeys? I do not understand.
                         STEVE
          I do! I understood that reference.
         Tony rolls his eyes, while Cap looks proud of himself.
                         TONY
          Shall we play, doctor?
                         BANNER
          Let's play some.
         As Banner and Tony walk out, the GALAGA PLAYER turns ever so
         discreetly, watches as everyone else disperses and goes back to
         playing.
         INT. BANNER'S LAB - NIGHT (LATER)
         Banner continuously scans with a gamma ray detection scanner on
         the scepter for radiation.
         Tony looks at his monitors, shifting and solving as many
         algorithms and equations.
                         BANNER
          The gamma readings are definitely
          consistent with Selvig's reports on the
          Tesseract. But it's gonna take weeks to
          process.
                         TONY
          If we bypass their mainframe and direct
          a reroute to the Homer cluster, we can
          clock this around six hundred
          teraflops.
                         BANNER
          All I packed was a tooth brush.
                         TONY
                         (SMILES)
          You know, you should come by STARK
          TOWERS sometime. Top ten floors, all
          R&D. You'd love it, it's candy land.
                         BANNER
          Thanks, but the last time I was in New
          York I kind of broke...Harlem.
                         TONY
          Well, I promise a stress free
          environment. No tension. No surprises.
         Suddenly, Tony pokes Banner with a MINIATURE ELECTRICAL PROD.
         Steve walks in on them, pissed at Tony.
                         BANNER
          OW!
         Tony looks at Banner closely.
                         TONY
          Nothing?
                         STEVE
                         (TO BANNER)
          Hey! Are you nuts?
                         TONY
          You really have got a lid on it,
          haven't you? What's your secret? Mellow
          jazz? Bongo drums? Huge bag of weed?
                         STEVE
          Is everything a joke to you?
                         TONY
          Funny things are.
                         STEVE
          Threatening the safety of everyone on
          this ship isn't funny. No offense,
          doctor.
                         BANNER
          No, it's alright. I wouldn't have come
          aboard if I couldn't handle pointy
          things.
                         TONY
          You're tiptoeing, big man. You need to
          strut.
                         STEVE
          And you need to focus on the problem,
          Mr. Stark.
                         TONY
          You think I'm not? Why did Fury call us
          and why now? Why not before? What isn't
          he telling us? I can't do the equation
          unless I have all the variables.
                         STEVE
          You think Fury's hiding something?
                         TONY
          He's a spy. Captain, he's the spy. His
          secrets have secrets.
          (points to Banner)
          It's bugging him too, isn't it?
                         BANNER
          (bobbling the words)
          Uh...I just wanna finish my work here
          and...
                         STEVE
          Doctor?
         A beat.
                         BANNER
          'A warm light for all mankind, Loki's
          jab at Fury about the cube.
                         STEVE
          I heard it.
                         BANNER
          (pointing at Tony)
          Well, I think that was meant for you.
          Even if Barton didn't post that all
          over the news.
                         STEVE
          The Stark Tower? That big ugly
          (Tony gives him a look)
          ...building in New York?
                         BANNER
         It's powered by Stark Reactors, self-
         sustaining energy source. That building
         will run itself for what, a year?
                         TONY
         That's just the prototype. I'm kind of
         the only name in clean energy right
         now.
                         BANNER
          (referring to Tony)
         So, why didn't SHIELD bring him in on
         the Tesseract project? I mean, what are
         they doing in the energy business in
         the first place?
                         TONY
         I should probably look into that once
         my decryption programmer finishes
         breaking into all of SHIELD's secure
         files.
                         STEVE
          (taken by that)
         I'm sorry, did you say...?
                         TONY
         Jarvis has been running it since I hit
         the bridge. In a few hours we'll know
         every dirty secret SHIELD has ever
         tried to hide.
          (holds out a bag of blueberries)
         Blueberry?
                         STEVE
         Yet you're confused about why they
         didn't want you around?
                         TONY
         An intelligence organization that fears
         intelligence? Historically, not
         possible.
                         STEVE
          I think Loki's trying to wind us up.
          This is a man who means to start a war,
          and if don't stay focused, he'll
          succeed. We have orders, we should
          follow them.
                         TONY
          Following is not really my style.
                         STEVE
                         (SMILING)
          And you're all about style, aren't you?
                         TONY
          (a nerve hit)
          Of the people in this room, which one
          is; A. wearing a spangly outfit, and B.
          not of use?
                         BANNER
          Steve, tell me none of this smells a
          little funky to you?
         Steve takes in the possibility, but as an obedient soldier,
         shakes it off.
                         STEVE
          Just find the cube.
         Steve walks out of the lab. Still torn apart by the possibility,
         he walks away, towards the HULL of the ship.
         BACK IN THE LAB
                         TONY
          That's the guy my dad never shut up
          about? Wondering if they shouldn't have
          kept him on ice.
                         BANNER
          The guy's not wrong about Loki. He does
          have the jump on us.
                         TONY
          What he's got is an ACME dynamite kit.
                         TONY (CONT'D)
          It's gonna blow up in his face, and I'm
          gonna be there when it does.
                         BANNER
          And I'll read all about it.
                         TONY
          Uh-huh. Or you'll be suiting up like
          the rest of us.
                         BANNER
          Ah, see. I don't get a suit of armor.
          I'm exposed, like a nerve. It's a
          nightmare.
                         TONY
          You know, I've got a cluster of
          shrapnel, trying every second to crawl
          its way into my heart.
          (points at the MINI-ARC
          REACTOR in his chest)
          This stops it. This little circle of
          light. It's part of me now, not just
          armor. It's a... terrible privilege.
                         BANNER
          But you can control it.
                         TONY
          Because I learned how.
                         BANNER
          It's different.
         Banner tries to read the computer screen, but Tony slides the
         data aside with his finger so the two can see face-to-face.
                         TONY
          Hey, I've read all about your accident.
          That much gamma exposure should have
          killed you.
                         BANNER
          So you're saying that the Hulk... the
          other guy... saved my life?
                         (MORE)
                         BANNER (CONT'D)
          That's nice. It's a nice sentiment.
          Saved it for what?
                         TONY
                         (A BEAT)
          I guess we'll find out.
         Banner and Stark get back to work at their respective computers.
                         BANNER
          You might not like that.
                         TONY
          You just might.
         INT. HULL HANGAR, SECURE STORAGE 10-C ­ NIGHT
         Steve, with all his MIGHT, slides the HEAVY IRON door and
         STEALTHILY walks in. SECURE STORAGE 10-C is a large warehouse,
         filled with METAL CRATES stacked.
         Steve looks up, seeing another level. He LEAPS up high and holds
         onto the catwalk railing. Steve continues to move forward.
         INT. VAN ­ NIGHT
         Inside this particular van, Selvig and a few other SOLDIERS are
         driving inside a long tunnel. With the CMS device inside, Selvig
         carefully picks up the small cylinder shape IRIDIUM with metal
         prongs and lightly places it a SLOT within the CMS. THE CMS
         ACCEPTS IT. Selvig looks at it, devilishly smiling.
         INT. BRIEFING ROOM ­ NIGHT
         On a SHIELD monitor is a photo and record of JANE FOSTER. Thor
         looks at her, remembering. With him is Agent Coulson.
          AGENT PHIL COULSON
          As soon as Loki took the doctor we
          moved Jane Foster. We've got an
          excellent observatory in Traunsee. She
          was asked to consult there very
          suddenly yesterday. Handsome fee,
          private plane, very remote. She'll be
          safe.
                         THOR
          Thank you. It's no accident Loki taking
          Erik Selvig. I dread what he plans for
          him once he's done. Erik is a good man.
          AGENT PHIL COULSON
          He talks about you a lot. You changed
          his life. You changed everything around
          here.
                         THOR
          They were better as they were. We
          pretend on Asgard that we're more
          advanced, but we...we come here
          battling like BILCHSTEIM.
          AGENT PHIL COULSON
          Like what?
                         THOR
          BILCHSTEIM? You know; huge, scaly, big
          antlers. You don't have those?
          AGENT PHIL COULSON
          Don't think so.
                         THOR
          They are repulsive, and they trample
          everything in their path.
         Thor walks over to the side of the ship and looks out the
         window, lamenting about what has happened and what may come.
                         THOR
          When I first came to earth, Loki's rage
          followed me here and your people paid
          the price. And now again. In my youth I
          courted war.
          NICK FURY (O.S.)
          War hasn't started yet.
                         (WALKING IN)
          You think you can make Loki tell us
          what the Tesseract is?
                         THOR
          I do not know. Loki's mind is far
          afield, it's not just power he craves,
          it's vengeance upon me. There's no pain
          that would prize his need from him.
                         NICK FURY
          A lot of guys think that, until the
          pain stops.
                         THOR
          What are you asking me to do?
                         NICK FURY
          I'm asking. What are you prepared to
          do?
                         THOR
          Loki is a prisoner.
                         NICK FURY
          Then why do I feel like he's the only
          person on this boat that wants to be
          here?
         Thor doesn't answer.
         INT. HELICARRIER DETENTION SECTION ­ NIGHT
         Loki walks back and forth inside his glass cell. Suddenly, he
         stops.
                         LOKI
          There's not many people that can sneak
          up on me.
          (turns to see NATASHA
                         STANDING THERE)
                         NATASHA
          But you figured I'd come.
                         LOKI
          After. After whatever tortures Fury can
          concoct, you would appear as a friend,
          as a balm. And I would cooperate.
                         NATASHA
         I wanna know what you've done to Agent
         Barton.
                         LOKI
         I'd say I've expanded his mind.
                         NATASHA
         And once you've won. Once you're king
         of the mountain. What happens to his
         mind?
                         LOKI
         Is this love, Agent Romanoff?
                         NATASHA
         Love is for children. I owe him a debt.
                         LOKI
                         (SITTING DOWN)
         Tell me.
                         NATASHA
          (she pulls up a chair as
                         WELL)
         Before I worked for SHIELD, I
         uh...well, I made a name for myself. I
         have a very specific skillset. I didn't
         care who I used it for, or on. I got on
         SHIELD's radar in a bad way. Agent
         Barton was sent to kill me, he made a
         different call.
                         LOKI
         And what will you do if I vow to spare
         him?
                         NATASHA
         Not let you out.
                         LOKI
                         (LAUGHS)
         Ah, no. But I like this. Your world in
         the balance, and you bargain for one
         man?
                         NATASHA
          Regimes fall every day. I tend not to
          weep over that, I'm Russian... or was.
                         LOKI
          What is it you want?
                         NATASHA
          It's really not that complicated. I've
          got red in my ledger, I'd like to wipe
          it out.
                         LOKI
          Can you? Can you wipe out that much
          red? DRAKOV'S daughter? SÃO PAULO? THE
          HOSPITAL FIRE? Barton told me
          everything. Your ledger is dripping,
          it's gushing red, and you think saving
          a man no more virtuous than yourself
          will change anything?
                         (STANDING; ANGRY)
          This is the basest sentimentality. This
          is a child at prayer... PATHETIC!
                        INTERCUTS
         - Tony and Banner continuously work at their monitors.
          LOKI (V.O.)
          You lie and kill in the service of
          liars and killers.
         - Agent Hill checks every VIEWSCREEN in the bridge. Fury
         oversees.
          LOKI (V.O.)
          You pretend to be separate, to have
          your own code, something that makes up
          for the horrors. But they are a part of
          you, and they will never go away!
         - Steve opens a STEEL crate. Angry, he looks behind him and
         looks back into the crate. THE CRATE IS FILLED WITH AN ARRAY OF
         HYDRA WEAPONS.
         INT. HELICARRIER DETENTION SECTION ­ NIGHT
         Loki SLAMS his cell, making Natasha FLINCH.
                         LOKI
          I won't touch Barton. Not until I make
          him kill you! Slowly. Intimately. In
          every way he knows you fear! And when
          he'll wake just long enough to see his
          good work, and when he screams, I'll
          split his skull! This is my bargain,
          you mewling quim!
         NATASHA turns around, walks away from Loki, disgusted.
                         NATASHA
                         (QUIETLY; DISTRAUGHT)
          You're a monster.
                         LOKI
                         (LAUGHS)
          No, you brought the monster.
                         NATASHA
          (turns back around; poised)
          So, Banner... that's your play.
                         LOKI
                         (STAGGERED)
          What?
                         NATASHA
                         (ON EARPIECE)
          Loki means to unleash the Hulk. Keep
          Banner in the lab, I'm on my way. Send
          Thor as well.
                         (TO LOKI)
          Thank you for your cooperation.
         Natasha quickly walks out, leaving Loki frozen.
         INT. BANNER'S LAB ­ MORNING
         Fury walks in SURPRISED to see Tony and Banner stop working on
         the scepter.
                         NICK FURY
                         (ANGRY)
          What are you doing, Mr. Stark?
                         TONY
          Uh...kind of been wondering the same
          thing about you.
                         NICK FURY
          You're supposed to be locating the
          Tesseract.
                         BANNER
          We are. The model's locked and we're
          sweeping for the signature now. When we
          get a hit, we'll have the location
          within half a mile.
                         TONY
          And you'll get your cube back, no muss,
          no fuss.
          (suddenly his monitor show a
          collection of SECRET FILES)
          What is PHASE 2?
         Suddenly, Steve drops a HYDRA ASSAULT RIFLE on the table causing
         Fury, Banner and Tony to turn around. Cap looks pissed.
                         STEVE
          PHASE 2 is SHIELD uses the cube to make
          weapons.
                         (TO TONY)
          Sorry, the computer was moving a little
          slow.
                         NICK FURY
          (trying to explain)
          Rogers, we gathered everything related
          to the Tesseract. This does not mean
          that we're...
                         TONY
          I'm sorry, Nick.
         Tony moves the computer screen towards Fury which shows plans of
         THE WEAPONS.
                         TONY
          What were you lying?
                         STEVE
          I was wrong, director. The world hasn't
          changed a bit.
         At that moment, Thor and Natasha walk into the lab. Natasha
         keeps her eyes right on Banner. Banner looks at her, PISSED.
                         BANNER
          Did you know about this?
                         NATASHA
          You wanna think about removing yourself
          from this environment, doctor?
                         BANNER
          I was in Calcutta, I was pretty well
          removed.
                         NATASHA
          Loki's manipulating you.
                         BANNER
          And you've been doing what exactly?
                         NATASHA
          You didn't come here because I bat my
          eyelashes at you.
                         BANNER
          Yes, and I'm not leaving because
          suddenly you get a little twitchy. I'd
          like to know why SHIELD is using the
          Tesseract to build weapons of mass
          destruction.
                         NICK FURY
          Because of him.
          (pointing at Thor)
                         THOR
                         (STUNNED)
          Me?
                         NICK FURY
         Last year earth had a visitor from
         another planet who had a grudge match
         that leveled a small town. We learned
         that not only are we not alone, but we
         are hopelessly, hilariously, outgunned.
                         THOR
         My people want nothing but peace with
         your planet.
                         NICK FURY
         But you're not the only people out
         there, are you? And, you're not the
         only threat. The world's filling up
         with people who can't be matched, they
         can't be controlled.
                         STEVE
         Like you controlled the cube?
                         THOR
         You're work with the Tesseract is what
         drew Loki to it, and his allies. It is
         the signal to all the realms that the
         earth is ready for a higher form of
         war.
                         STEVE
         A higher form?
                         NICK FURY
         You forced our hand. We had to come up
         with something.
                         TONY
         Nuclear deterrent. `Cause that always
         calms everything right down.
                         NICK FURY
         Remind me again how you made your
         fortune, Stark?
                         STEVE TONY
         I'm sure if he still made Wait! Wait! Hold on! How is
         weapons, Stark would be neck this now about me?
         deep... I'm sorry, isn't THOR
         everything?
          I thought humans were more
          evolved than this.
                         NICK FURY
          Excuse me, did WE come to YOUR planet
          and blow stuff up?
                         THOR
          Did you always give your champions such
          mistrust?
                         NATASHA BANNER
         Are you all really that Captain America is on
         naive? S.H.I.E.L.D monitors potential threat potential
         threats? watch list?
                         TONY STEVE
          (to Steve) I swear to God, Stark, one
         You're on that list? Are you more crack...
         above or below angry bees?
         Threatening! I feel
         threatened!
         As the "team" argues, they don't realize the BLUE GEM on Loki's
         scepter is glowing brightly.
         INT. AIRCRAFT CARRIER ­ DAY
         Outside the HELICARRIER, a lone carrier slowly hovers over the
         ship.
          SHIELD BASE VOICE
          661 Bravo, please relay your pass code.
          What is your hull, over?
                         BARTON
          Arms to ammunition, over.
         Inside, BARTON and his crew suit up and arm themselves. Barton
         pulls out his hi-tech bow and arrows.
         INT. BANNER'S LAB ­ MORNING
         Back in the lab, the egos of these people keeping rubbing off
         each other and at any moment, the shit will hit the fan.
                         THOR
          You speak of control, yet you court
          chaos.
                         BANNER
          It's his M.O., isn't it? I mean, what
          are we, a team? No, no, no. We're a
          chemical mixture that makes chaos.
          We're... we're a time-bomb.
                         NICK FURY
          You need to step away.
                         TONY
          (puts his arm around Steve)
          Why shouldn't the guy let off a little
          steam?
                         STEVE
          (pushes Tony off)
          You know damn well why! Back off!
                         TONY
          (comes face-to-face with Cap)
          Oh, I'm starting to want you to make
          me.
                         STEVE
          Big man in a suit of armor. Take that
          off, what are you?
                         TONY
          Genius, billionaire, playboy,
          philanthropist.
                         STEVE
          I know guys with none of that worth ten
          of you. Yeah, I've seen the footage.
                         (MORE)
                         STEVE (CONT'D)
          The only thing you really fight for is
          yourself. You're not the guy to make
          the sacrifice play, to lay down on a
          wire and let the other guy crawl over
          you.
                         TONY
          I think I would just cut the wire.
                         STEVE
                         (SMILING)
          Always a way out... You know, you may
          not be a threat, but you better stop
          pretending to be a hero.
                         TONY
          (that did it)
          A hero? Like you? You're a lab rat,
          Rogers. Everything special about you
          came out of a bottle!
         OUTSIDE THE HELICARRIER
         The ramp of the carrier opens. The carrier maneuvers next to one
         of the large turbine engines. Barton stands at the base, holding
         out his bow. He pulls out a GRENADE TIPPED ARROW. He points
         right at the engine.
         Then...Barton moves his AIM and points the arrow about a hundred
         feet from the engine. He releases. The arrow flies out,but then
         SHARPLY heads for the engine. The arrow is punctured onto the
         engine. It has a visible timer which is COUNTING DOWN.
         INT. BANNER'S LAB ­ MORNING
         Back in the lab, Steve puffs up his chest at Tony, who just
         stands there, unmoving.
                         STEVE
          Put on the suit, let's go a few rounds.
         Thor laughs at them.
                         THOR
          You people are so petty... and tiny.
         Tony rubs his head. Moves away from Cap.
                         BANNER
          Yeah, this is a tee...
                         NICK FURY
          Agent Romanoff, would you escort
          Dr.Banner back to his...
                         BANNER
          Where? You rented my room.
                         NICK FURY
          The cell was just in case...
                         BANNER
          In case you needed to kill me, but you
          can't! I know! I tried!
                         (A BEAT)
          I got low. I didn't see an end, so I
          put a bullet in my mouth and the other
          guy spit it out! So I moved on. I
          focused on helping other people. I was
          good, until you dragged me back into
          this freak show and put everyone here
          at risk!
         Banner slowly gets upset as he looks at Romanoff, who gets
         unnerved.
                         BANNER
          You wanna know my secret, Agent
          Romanoff? You wanna know how I stay
          calm?
         BLACK WIDOW and Fury have their hands down to grab their guns.
                         STEVE
          Doctor Banner... put down the scepter.
         BANNER LOOKS DOWN AND IS SHOCKED TO SEE HE'S HOLDING LOKI'S
         SCEPTER. The computer beeps. They all turn to it.
                         TONY
          Got it.
         Banner puts down the scepter and walks over to the computer.
                         BANNER
          Sorry, kids. You don't get to see my
          little party trick after all.
                         THOR
          Located the Tesseract?
                         TONY
          I can get there faster.
                         STEVE
          Look, all of us...
                         THOR
          The Tesseract belongs on Asgard, no
          human is a match for it.
         Tony turns to leave, but Steve stops him.
                         STEVE
          You're not going alone!
                         TONY
          You gonna stop me?
                         STEVE
          Put on the suit, let's find out.
                         TONY
          I'm not afraid to hit an old man.
                         STEVE
          Put on the suit.
         At that moment Banner who's looking at the monitor notices
         something about the Tesseract.
                         BANNER
          Oh, my God!
         OUTSIDE THE HELICARRIER
         Barton PULLS THE TRIGGER ON HIS BOW. The arrow then EXPLODES THE
         ENGINE RIGHT OFF THE HELICARRIER!
         INT. BANNER'S LAB ­ MORNING
         Everyone is thrown in every direction. Steve, Fury, Thor and
         Tony are thrown across while Natasha and Banner is down in the
         lower equipment room. Steve looks up at Tony.
                         STEVE
          Put on the suit!
                         TONY
          Yep!
         Steve helps Tony up and out of the lab. Fury sits up, clutching
         his ribs. He puts on his EARPIECE.
                         NICK FURY
          Hill?!
         INT. HELICARRIER BRIDGE ­ DAY
         PANDEMONIUM ERUPTS. Emergency alarms set off, fire extinguishers
         activate near surrounding fires and every agent is in a spinning
         scramble for their positions and armaments. Agent Hill keeps the
         bridge as calm as possible.
          AGENT MARIA HILL
          Turn up that engine! Number 3 engine is
          down! Can we get a run in?
          (runs over to GALAGA PLAYER)
          Talk to me.
                         GALAGA PLAYER
          (points to monitor)
          Turbine's loose. Mostly intact, but
          it's impossible to get out there and
          make repairs while we're in the air.
          AGENT MARIA HILL
          We lose one more engine, we won't be.
          Somebody's got to get inside and patch
          that engine.
         INT. BANNER'S LAB ­ MORNING


                         NICK FURY
          Stark! You copy that?!
          TONY (V.O.)
          I'm on it!
                         NICK FURY
          Coulson! Initiate official lock down in
          the detention section then get to the
          armory! Move out!
         INT. HELICARRIER BRIDGE ­ DAY
         Agent Coulson runs out of the bridge.
         INT. LOWER EQUIPMENT ROOM, CARRIER ­ MORNING
         Natasha looks over to Banner, who is breathing heavy, having
         landed hard. He is gripping the grated floor to maintain
         control, but his eyes are green, his face intense.
                         NATASHA (CONT'D)
          (quietly, to herself)
          I'm okay. We're okay, right?
         EXT. HELICARRIER DECK ­ DAY
         Barton leads his men into the air ducts of the ship. They rappel
         down into a corridor.
                         BARTON
          Get that engine down! Detention! Get
          him through the dark! Come with me.
         Two of his men follow him. They head towards the bridge.
         EXT. ND HALLWAY, CARRIER ­ MORNING
         Tony and Cap run through a dim, debris filled hall.
                         TONY
          Find engine three. I'll meet you there.
         Cap peels off as Tony approaches a tech room. Inside, Tony's
         IRON MAN suit stands waiting, lit above in all its glory.
         INT. LOWER EQUIPMENT ROOM, CARRIER ­ CONTINUOUS
         ON BANNER'S FACE in the dim light as he struggles to suppress
         the rage, but his face is growing, changing slowly.
         Natasha is pulling herself painfully free, talking to Banner...
                         NATASHA
          Doctor... Bruce, you gotta fight it.
          This is just what Loki wants. We're
          gonna be okay. Listen to me.
         Two approaching SHIELD soldiers arrive to check on her. She
         furiously WAVES them away. They bolt out of there.
                         NATASHA
          We're gonna be okay. Right? I swear on
          my life I will get you out of this, you
          will walk away, and never...
                         BANNER
          Your life?
         His voice has the change in it -- the bitter amusement is
         morphing to a growled threat. Another explosion rocks the
         carrier -- and he turns to look at her, transforming just as the
         lights go out.
                         NATASHA
                         (PLEADING)
          Bruce.
         Banner suddenly starts transforming into the HULK and gives
         Natasha one last knowing look. Natasha STRUGGLES FREE of the
         rubble. She stops.
         The HULK, sensing her, turns his head and puts on a face of a
         disturb monster. Natasha JOLTS up the stairs with the HULK
         chasing after her. Natasha maneuvers like a black widow should.
         She rolls under a turbine, starts to crawl within the maze of
         pipes. The HULK pulls them out from above the catwalk.
         Natasha falls through under the catwalks and quickly and
         stealthily escapes. The HULK lets out a ROAR OF RAGE unlike
         anything. PRIMAL. Not human.
         INT. HELICARRIER DETENTION SECTION ­ DAY
         Loki looks up, smiling mischievously.
         INT. HELICARRIER BRIDGE ­ DAY
         Fury RUNS in and sees the chaos has increased even more than
         before. The HELMSMAN is in complete disarray.
                         NICK FURY
          Bring the carrier inwards and head
          south. Take us to the water.
                         HELMSMAN
          Why water? Navigations recalibrated
          after the engine failure.
                         NICK FURY
          Is the sun coming up?!
                         HELMSMAN
          Yes, sir.
                         NICK FURY
          Then put it on the left! Get us over
          water! One more turbine goes down and
          we drop.
         EXT. HELICARRIER PORT SIDE ­ DAY
         CAPTAIN AMERICA, pushing with all his strength the door to
         portside, sees SHIELD tech in full oxygen masks shoot fire
         extinguishers and cover from sparks -- largely unable to do
         anything.
         Engine 3 is totally dead. A LARGE CHUNK of the port side in TORN
         OFF.
                         CAPTAIN AMERICA
          Stark, I'm here!
                         TONY
          Good. See what we got.
         Tony flies in his IRON MAN suit and gets close to the damaged
         engine.
         INSIDE THE SUIT
         Tony observes within his viewscreen at the damaged engine and
         its layouts.
                         TONY
          I gotta get this super conducting
          cooling system back online before I can
          access the rotors and work on
          dislodging the debris.
         EXT. HELICARRIER PORT SIDE ­ DAY
         IRON MAN begins PULLING on the stuck rotors. Looks over atSteve.
                         IRON MAN
          I need you to get to that engine
          control panel and tell me which relays
          are in overload position.
         IRON MAN flies into giant cooling conductors. CAPTAIN AMERICA
         JUMPS over to the other side of the broken railing. CAPTAIN
         AMERICA gets himself to the control panel and opens it up. For a
         man who grew up as a YANK, what the fuck is this!
                         IRON MAN
          What's it look like in there?
                         CAPTAIN AMERICA
          It seems to run on some form of
          electricity.
                         IRON MAN
          Well, you're not wrong.
         INT. LOWER EQUIPMENT ROOM, CARRIER ­ DAY
         Natasha continuously crawls under the catwalk. She stops.
         Then...BOOM. BOOM. BOOM. The room vibrates. Rhythmically.
         Natasha pulls out her gun and slowly walks out onto the catwalk
         and spins.
         ...and then a ROAR. THE HULK. Natasha FIRES a shot into a liquid
         nitrogen pipe that hits the hulk in face. The HULK SMASHES THE
         SHIT OUT OF IT. Natasha begins to run through the maze of
         corridors. The sound the monster is coming.
         Finally, she reaches and a long corridor. As she runs, behind
         her, the HULK TEARS up the hallway, coming at her.
         Natasha turns to see, but the HULK SLAPS her into the wall,
         SMASHING INTO THE GROUND.
         The HULK marks his territory. Natasha looks up. A fear she has
         never felt begins to seep out. The HULK raises his hand and IS
         KNOCKED OFF HIS FEET BY THOR WHO TACKLES HIM INTO the next room.
         INT. HELICARRIER AIRCRAFT PORT ­ CONTINUOUS
         Both Thor and HULK roll across the floor. Every person runs the
         hell out. Thor looks up at this magnificent beast. The HULK
         stands up and moving like a boxer, wants Thor to make his move.
         The HULK makes his move.
         SWING AND A MISS. Thor swings his massive hand and almost knocks
         HULK off his feet. HULK keeps swinging and missing, pissing him
         off. Finally, he brings down his arm, but Thor grabs it and
         wraps around it.
                         THOR
          We are not your enemies, Banner! Try to
          think!
         HULK lifts his arm up, to Thor's surprise, and he SENDS HIM
         FLYING AS HE PUNCHES THOR'S FACE WITH HIS FIST.
         EXT. HELICARRIER PORT SIDE ­ DAY
         IRON MAN continuously BLASTS broken debris off the turbine
         engine. It's bad, but still fixable.
          CAPTAIN AMERICA (V.O.)
          The relays are intact. What's our next
          move?
                         TONY
          Even if I clear the rotors, this thing
          won't re-engage without a jump. I'm
          gonna have to get in there and push.
         EXT. HELICARRIER PORT SIDE ­ DAY


                         CAPTAIN AMERICA
          Well if that thing gets up to speed,
          you'll get shredded!
                         TONY
          Then stay in the control unit and
          reverse polarity long enough to
          disengage mag...
                         CAPTAIN AMERICA
          Speak English!
                         TONY
          See that red lever? It'll slow the
          rotors down long enough for me to get
          out. Stand by it, wait for my word.
         CAPTAIN AMERICA looks over at the other side where he was. He
         sees the red lever and JUMPS towards it.
         INT. HELICARRIER AIRCRAFT PORT ­ DAY
         Thor CRASHES into another stack of crates. As he raises his
         head, he feels something on his lips. BLOOD. As he swipes it
         off, the ROAR of the HULK is not too far. Thor extends his hand
         out.
         The ROAR gets LOUDER and CLOSER. Thor focuses. His hand strains
         toward mid-air. His eyes tight in concentration. The HULK runs
         right at him. At the last second, MJÖLNIR flies into his hand
         and Thor UPPERCUTS HULK, WHO CRASHES INTO A FIGHTER JET.
         HULK stands up, shaking his head like `what the fuck just
         happened.' He SHAKES it off and ANGRILY rips off the TAIL of the
         jet, TORQUES HIS BODY LIKE A GREEK DISCUS THROWER AND... HURLS
         THE MASSIVE PLATE AT THOR.
         Thor SLIDES and DUCKS under the tail. Jumping up, he throws
         Mjölnir with all his strength, knocking the HULK head over
         heels. HULK falls down, hammer in hand. HE tries to lift it, but
         can't. Mjölnir rests atop his hand.
         Struggle as he may, HULK wraps his hand around the hammer. The
         hammer doesn't move. To no avail -- he strains with all his
         might, SCREAMS from the effort, BELLOWING.
         Thor jumps up again, KNEEING HULK in the face. Thor grabs his
         hammer, jumps on him, using the hammer as a lock for his
         CHOKEHOLD. Hulk tries to pull him off.
         INT. HELICARRIER BRIDGE ­ DAY
         Fury and Agent Hill look over their monitors.
                         NICK FURY
          We need a full evac on the lower hangar
          bay.
         Agent Hill nods. She leaves to exit out, but a SLIDING GRENADE
         appears.
          AGENT MARIA HILL
          GRENADE!
         The grenade goes off, sending her down the steps. Fury FIRES a
         shot at the open entrance. He moves over behind the side of the
         entrance. A handful of Barton's men enter. Watchful, ready,
         waiting... Fury steps out, his GUN drawn.
         A SHOOT OUT and HAND-TO-HAND ensues, but Fury is unable to stop
         one of them, which is why he is shot in the head by Agent Hill,
         who looks hot and sexy holding her gun.
         INT. HELICARRIER ARMORY SECTION ­ DAY
         Agent Coulson walks up the armory door. He places his head into
         a FACIAL RECOGNITION SCANNER. Walks into the room.
          AGENT JASPER SITWELL (V.O.)
          We got perimeter breach! Hostiles are
          in SHIELD gear. Hold on to every
          junction.
         INT. HELICARRIER AIRCRAFT PORT ­ DAY
         HULK CRASHES from under the floor, sending Thor on his ass. HULK
         grabs him by the neck.
         INT. HELICARRIER BRIDGE ­ DAY
         A gunfight opens up. AGENTS exchange fire with brutally
         efficient tactical soldiers.
          AGENT JASPER SITWELL (V.O.)
          Sir, the HULK and Thor are in shuttle
          levels 2, 3 and 4!
          AGENT MARIA HILL
          Sir, the Hulk will tear this place
          apart!
                         NICK FURY
          Get his attention.
          AGENT MARIA HILL
          (on her EARPIECE)
          Escort 606, proceed to 270 MAIN
          SHUTTLE! Don't get too close.
          ESCORT 606 PILOT (V.O.)
          Copy.
         EXT. SKY ­ DAY
         ESCORT 606'S jet BANKS to the right, heading towards the
         shuttle.
         EXT. OUTSIDE SHUTTLE
         ESCORT 606 PILOT slowly makes his way in. sees the action going
         between Thor and the HULK.
                         ESCORT 606 PILOT
          Target acquired. Target engaged.
          (pulls the trigger; fires
          guns at HULK)
         A SHOWER OF BULLETS SPRAYS THE HULK EVERYWHERE. Thor ducks for
         cover. The HULK turns around, letting out his PRIMAL ROAR. He
         jumps up, TAKES A RUNNING START AND LEAPS...
         ESCORT 606 PILOT LOOKS LIKE HE TOOK A SHIT.
                         ESCORT 606 PILOT
          TARGET ANGRY! TARGET ANGRY!
         HULK LANDS ON THE JET'S NOSE. THE JET SPINS WILDLY. As the HULK
         tears it apart, ESCORT 606 PILOT pulls his ejection seat, but
         HOLD THE FUCKIN' DOOR!
         THE HULK CATCHES HIM, WAVES HIM AROUND AND THEN THROWS HIM AWAY.
         ESCORT 606 PILOT pulls his parachute. THE JET EXPLODES. THE HULK
         PLUMMETS TO EARTH, ROARING HIS SWAN SONG.
         EXT. HELICARRIER PORT SIDE ­ DAY
         IRON MAN laser cuts a big piece of broken metal. He then JUMPS
         on it, relieving the rotors.
         On the other side, BARTON'S men enter the port side. CAPTAIN
         AMERICA looks down, pondering if they are help. Evidently not as
         they begin SHOOTING at him and throwing grenades.
         CAPTAIN AMERICA jumps to the other railing and down with
         Barton's men. He begins to TAKE THEM DOWN, even goes as far as
         throwing one off. A few more enter, FIRING.
         CAPTAIN AMERICA grabs a NOVESKE RIFLEWORKS DIPLOMAT (big word
         for big fuckin' gun) and jumps back up to his position, firing
         down at them.
         INT. HELICARRIER BRIDGE ­ DAY
         The gunfight has gone down, but more of Barton's men enter and
         are taken by Fury, who is confused as to why they keep coming.
                         NICK FURY
          They are not getting through here, so
          what the hell...
         Suddenly, Barton LOOSES an arrow down to the bridge and EXPLODES
         critical spots. Barton releases a multi-tipped arrow towards
         Fury, but instead hits his command desk, right above a USB
         OUTLETS.
         Fury FIRES at Barton, but is already gone. The arrow then self-
         activates and inserts itself into the outlets, hacking every
         single monitor and main frame. The hacking causes Engine 1 to
         shut off. Suddenly, the HELICARRIER begins to DANGEROUSLY TILT
         to one side.
          AGENT JASPER SITWELL (O.S.)
          Sir, we've lost all power in Engine 1.
                         NICK FURY
          It's Barton. He took out our systems.
          He's headed for the detention level.
          Does anybody copy?
         INT. LOWER EQUIPMENT ROOM, CARRIER- DAY
         Still shaken by the HULK ordeal, Natasha sits there, rocking
         back and forth, after crying for a while. Summoning back all her
         coolness, she touches her EARPIECE.
                         NATASHA
          This is Agent Romanoff. I copy.
         Natasha SPRINGS up and runs for Barton.
         EXT. HELICARRIER PORT SIDE ­ DAY
         IRON MAN begins to push the rotor using BOOSTERS from his boots.
          NICK FURY (V.O.)
          Stark, we're losing altitude.
                         IRON MAN
          Yeah. Noticed.
         The rotors start propelling faster and faster as IRON MAN'S
         BOOSTERS get more and more bright.
         On the other side, CAPTAIN AMERICA continuously shoots at
         Barton's men. Blinking at the wrong moment, CAPTAIN AMERICA
         loses the upper hand and SLIDES off the railing, but grabs onto
         a LOOSE CABLE.
         INT. HELICARRIER DETENTION SECTION ­ DAY
         Thor runs into the detention section where he finds Loki,
         escaping.
                         THOR
          NO!
         Thor CHARGES at his brother. Loki walks up to him and CROUCHES
         down to attack. THOR ONLY GOES THROUGH HIM. The false Loki
         dissipates into nothingness. THE REAL LOKI comes out from behind
         the cell door, which closes on THOR, locking him up. Loki
         smiles.
                         LOKI
          Are you ever not going to fall for
          that?
         INT. LOWER EQUIPMENT ROOM, CARRIER ­ DAY
         Barton walks alone down the catwalk. In a lightning fast move,
         Barton nocks an arrow, and points it at NATASHA. A hand-to-hand
         fight ensues. Natasha CRAWLS her way around Barton, making
         Barton to drop his bow, but pulls out a KNIFE on her.
         INT. HELICARRIER DETENTION SECTION ­ DAY
         Thor, in a fit of anger, SLAMS MJÖLNIR onto the glass cell. To
         his surprise, the cell door only CRACKS, but violently SHAKES
         the ship. Loki stands there in caution, as does his GUARDING
         SOLDIER.
                         LOKI
          (smiles; walks over to the
                         CONTROL PANEL)
          The humans think us immortal. Should we
          test that?
         Suddenly, GUARDING SOLDIER falls down like a tree. AGENT COULSON
         stands there, holding PHASE 2 WEAPON PROTOTYPE.
          AGENT PHIL COULSON
          Move away, please.
         Loki moves away from the switch.
          AGENT PHIL COULSON
          You like this? We started working on
          the prototype after you sent THE
          DESTROYER. Even I don't know what it
          does. Do you wanna find out?
         A LOUD GASP. AGENT COULSON IS IMPALED THROUGH THE HEART. THE
         REAL LOKI STANDS BEHIND COULSON.
                         THOR
          Nooo!
         Loki sends Agent Coulson against the wall. Agent Coulson slumps
         down, breathing fast. Loki makes his way to the control switch.
         He gives his brother one last look. Thor looks at him, hopeful.
         Loki opens the HATCH. Thor still hopes. LOKI HITS THE BUTTON AND
         DROPS THOR OUT OF THE SHIP.
         INT. LOWER EQUIPMENT ROOM, CARRIER ­ DAY
         Barton and Natasha continue attacking each other. Natasha
         KICKBOXES Barton's face. Feeling that, Barton takes a SWING at
         her, but she grabs his arm, TWISTING it. BARTON WRITHES IN PAIN.
         Using his other arm, he tosses the knife over and begins to
         SLASH at Natasha. She dodges every move, but finds herself in a
         LOCK HOLD with him. As he forces the knife down, she BITES his
         wrist. Barton lets go of the knife.
         Natasha WRAPS her legs around his neck, FLIPS him over and arm
         LOCKS him. She SLAMS his head into a pipes rail. Barton goes
         down, hard. He looks up her, almost coming to his real senses.
                         BARTON
          Natasha...
         Natasha COLDCOCKS him. Barton is out.
         EXT. SKY
         Thor, trapped in the glass cage, BOUNCES off the JUMBLING cell
         pod. As it draws closer to land, Thor tries to swing at glass,
         but misses. Land draws closer.
         In a final attempt before crashing, Thor positions himself onto
         the glass door and LEAPFROGS just as the cage is about to hit
         the ground. The cell CRASHES into the shore as Thor crashes out
         into the meadow.
         INT. HELICARRIER DETENTION SECTION ­ DAY
         Loki has no remorse as he looks down. He closes the hatch and
         proceeds to leave. A WEAK VOICE.
          AGENT PHIL COULSON
          You're gonna lose.
                         LOKI
                         (TURNING)
          Am I?
          AGENT PHIL COULSON
          It's in your nature.
                         LOKI
          Your heroes are scattered, your
          floating fortress falls from the
          sky...where is my disadvantage?
          AGENT PHIL COULSON
          You lack conviction.
                         LOKI
          I don't think I...
         AGENT COULSON SHOOTS LOKI WITH HIS PHASE 2 WEAPON PROTOTYPE,
         CAUSING LOKI TO BE BLOWN THROUGH THE WALL BEHIND HIM.
          AGENT PHIL COULSON
          So that's what it does.
         INT. HELICARRIER BRIDGE ­ DAY
         Back in the bridge, Fury sees on his VIEWSCREEN that the hatch
         has been open. Knowing Agent Coulson was sent there, he goes to.
         EXT. HELICARRIER PORT SIDE ­ DAY
         IRON MAN continuously SPINS Engine 3, giving it all he has. THE
         ROTORS ARE PROPELLING PROPERLY AND FAST. The HELICARRIER LEVELS
         itself.
         INSIDE THE SUIT
                         TONY
          Cap, I need the lever!
          STEVE (V.O.)
          I need a minute here!
                         TONY
          Lever. Now!
         Tony lets go of the rotors. They spin by themselves. Tony is
         then caught in one. He is now fucked. IRON MAN slips into the
         rotors, getting chewed up.
         EXT. HELICARRIER PORT SIDE ­ DAY
         CAPTAIN AMERICA CLIMBS up the loose cable and reaches the
         railing.
         BARTON'S MAN opens fire once more. CAPTAIN AMERICA pulls himself
         up and finally PULLS the lever.
         A VENT opens up from Engine 3. IRON MAN falls out, but the suit
         heavily damaged, hardly keeping him up. IRON MAN heads for Cap.
         BARTON'S MAN turns his AIM to IRON MAN, who TACKLES him into the
         wall. IRON MAN rolls over, tired. Cap lets out a sigh of relief.
         OUTSIDE THE HELICARRIER
         The carrier that brought Barton and his team now leaves, taking
         Loki and his scepter. The carrier flies into the distance.
         INT. HELICARRIER DETENTION SECTION ­ DAY
         Fury runs in finding Agent Coulson still alive, barely.
          AGENT PHIL COULSON
          Sorry, boss. They got rabbited.
                         NICK FURY
          Just stay awake. EYES ON ME!
          AGENT PHIL COULSON
          No. I'm clocked out here.
                         NICK FURY
          Not an option.
          AGENT PHIL COULSON
          It's okay, boss. This was never going
          to work... if they didn't have
          something... to...
         Agent Coulson looks away. Sighs his last breath. Nick Fury looks
         on grimly at Coulson. The medical team arrives.
         INT. HELICARRIER BRIDGE ­ DAY


          NICK FURY (V.O.)
          Agent Coulson is down.
         Agent Hill is being treated for a gash on her head, listens on
         her headset, standing up.
          SHIELD AGENT (V.O.)
          Paramedics are on their way.
          NICK FURY (V.O.)
          They're here.
         INT. HELICARRIER PORT SIDE ­ DAY
         Steve and Tony listen in as well.
          NICK FURY (V.O.)
          They called it.
         INT. HELICARRIER BRIDGE ­ LATER
         Fury gathers Tony and Steve back into the briefing room everyone
         there has a look as if in a daze. A look of numb shock is shown
         on their devastated faces.
                         NICK FURY
          These were in Phil Coulson's jacket.
          Guess he never did get you to sign
          them.
         Fury throws Coulson's CAPTAIN AMERICA TRADING CARDS on the table
         towards Steve. Steve picks them up, STAINED WITH BLOOD.
                         NICK FURY
          We're dead in the air up here. Our
          communications, location of the cube,
          Banner, Thor. I got nothing for you.
          Lost my one good eye. Maybe I had that
          coming.
                         (A BEAT)
          Yes, we were going to build an arsenal
          with the Tesseract. I never put all my
          chips on that number though, because I
          was playing something even riskier.
          There was an idea, Stark knows this,
          called THE AVENGERS INITIATIVE. The
          idea was to bring together a group of
          remarkable people, see if they could
          become something more. See if they
          could work together when we needed them
          to, to fight the battles that we never
          could. Phil Coulson died still
          believing in that idea, in heroes.
         Tony gets up and walks off, not wanting to hear it anymore.
                         NICK FURY
          Well, it's an old fashioned notion.
         EXT. MEADOW ­ DAY
         Thor walks out far into the meadow. He looks down. MJÖLNIR.
         INT. ABANDONED BUILDING ­ DAY
         Banner wakes up, in human form. He looks around and sees he is
         IN A PILE OF RUBBLE and looks up at the OPEN CEILING HE CRASHED
         IN. AND IS COMPLETELY NAKED. A SECURITY GUARD stands there,
         amazed.
                         SECURITY GUARD
          You fell out of the sky.
                         BANNER
                         (COMING TO)
          Did I hurt anybody?
                         SECURITY GUARD
          There's nobody around here to get hurt.
          You did scare the hell out of some
          pigeons though.
                         BANNER
          Lucky.
                         SECURITY GUARD
          Or just good aim. You were awake when
          you fell.
                         BANNER
          You saw?
                         SECURITY GUARD
          The whole thing, right through the
          ceiling. Big and green and buck ass
          nude. Here...
         He throws Banner a pair of big pants. Banner pulls on his pants.
                         SECURITY GUARD
          I didn't think those would fit you
          until you shrunk down to a regular size
          fella.
                         BANNER
          Thank you.
         A beat.
                         SECURITY GUARD
          Are you an alien?
                         BANNER
          What?
                         SECURITY GUARD
          From outer space, an alien?
                         BANNER
          No.
                         SECURITY GUARD
          Well then, son, you've got a condition.
         INT. HELICARRIER MEDICAL ROOM ­ DAY
         Barton is strapped down. Natasha watches over him as Barton
         tries to shake off Loki's mind control.
                         NATASHA
          Clint, you're gonna be alright.
                         CLINT BARTON
          You know that? Is that what you know? I
          got...I gotta go in though. I gotta
          flush him out.
                         NATASHA
          We don't have that long, it's gonna
          take time.
                         CLINT BARTON
          I don't understand. Have you ever had
          someone take your brain and play? Pull
          you out and send something else in? Do
          you know what it's like to be unmade?
                         NATASHA
         You know that I do.
                         CLINT BARTON
         Why am I back? How did you get him out?
                         NATASHA
         Cognitive recalibration. I hit you
         really hard in the head.
                         CLINT BARTON
         Thanks.
          (Natasha unfastens the
                         RESTRAINTS)
         Tasha, how many agents?
                         NATASHA
         Don't. Don't do that to yourself,
         Clint. This is Loki. This is monsters
         and magic and nothing we were ever
         trained for.
                         CLINT BARTON
         Loki, he got away?
                         NATASHA
         Yeah. I don't suppose you know where?
                         CLINT BARTON
         I didn't need to know. I didn't ask.
         He's gonna make his play soon though.
         Today.
                         NATASHA
         We gotta stop him.
                         CLINT BARTON
         Yeah? Who's we?
                         NATASHA
         I don't know. Whoever's left.
                         CLINT BARTON
         Well, if I put an arrow in Loki's
         eyesocket, I'd sleep better I suppose.
                         NATASHA
         Now you sound like you.
         Natasha sits next to her partner and friend.
                         CLINT BARTON
          But you don't. You're a spy, not a
          soldier. Now you want to wade into a
          war. Why? What did Loki do to you?
                         NATASHA
          He didn't, I just...
                         (SHE PAUSES)
                         CLINT BARTON
          Natasha.
                         NATASHA
          I've been compromised. I got red in my
          ledger. I'd like to wipe it out.
         INT. HELICARRIER DETENTION SECTION ­ DAY
         Tony look at the empty cell container. He stands not saying a
         word. Steve walks in.
                         STEVE
          Was he married?
                         TONY
          No. There was a uh...cellist, I think.
                         STEVE
          I'm sorry. He seemed like a good man.
                         TONY
          He was an idiot.
                         STEVE
          Why? For believing?
                         TONY
          For taking on Loki alone.
                         STEVE
          He was doing his job.
                         TONY
          He was out of his league. He should
          have waited. He should have...
                         STEVE
         Sometimes there isn't a way out, Tony.
                         TONY
                         (WALKS AWAY)
         Right. How did that work for him?
                         STEVE
         Is this the first time you've lost a
         soldier?
                         TONY
          (turns around sharply)
         WE ARE NOT SOLDIERS! I am not marching
         to Fury's fife!
                         STEVE
         Neither am I! He's got the same blood
         on his hands as Loki does. Right now
         we've got to put that aside and get
         this done. Now Loki needs a power
         source, if we can put together a
         list...
                         TONY
          (looking at the blood stained
                         WALL)
         He made it personal.
                         STEVE
         That's not the point.
                         TONY
         That is the point. That's Loki's point.
         He hit us all right where we live. Why?
                         STEVE
         To tear us apart.
                         TONY
         He had to conquer his greed, but he
         knows he has to take us out to win,
         right? That's what he wants. He wants
         to beat us and he wants to be seen
         doing it. He wants an audience.
                         STEVE
          Right, I caught his act at Stuttengard.
                         TONY
          Yeah. That's just a preview, this is
          opening night. Loki's a full-tilt diva.
          He wants flowers, he wants parades, he
          wants a monument built in the skies
          with his name plastered...
                         (PAUSE)
          Sonofabitch!
         EXT. STARK TOWER ­ DAY
         Selvig works around the CMS device that has already been set-
         upon the rooftop of Tony's tower.
         INT. HELICARRIER MEDICAL ROOM ­ DAY
         Steve walks in full uniform. Natasha looks at him, unprepared.
                         STEVE
          Time to go.
                         NATASHA
          Go where?
                         STEVE
          I'll tell you on the way. Can you fly
          one of those jets?
         Barton walks out of the restroom. Looks at Cap.
                         CLINT BARTON
          I can.
         Steve looks at Natasha and she nods her head to confirm Barton's
         on their side.
                         STEVE
          You got a suit?
                         CLINT BARTON
          Yeah.
                         STEVE
          Then suit up.
                        MONTAGE
         - KRAKAKABOOM! A blinding BOLT OF LIGHTNING strikes down from
         above, colliding on MJÖLNIR. The explosion is massive. THE
         MIGHTY THOR.
         - CAPTAIN AMERICA pulls on his HELMET and SHIELD.
         - Tony WELDS his IRON MAN helmet. LIGHT slips down over IRON
         MAN's eye holes.
         - BLACK WIDOW attaches a GLOVE GAUNTLET with her rounds on her
         wrist. A BLUE LIGHT CHARGES.
         - HAWKEYE slips on his QUIVER of arrows.
         EXT/INT. QUINJET ­ DAY
         Cap, Widow and Hawkeye walk towards and into the QUINJET. A
         YOUNG SHIELD PILOT looks and stands in their way.
          YOUNG SHIELD PILOT
          You are not authorized to be here...
                         CAPTAIN AMERICA
          Son... just don't.
         INT. HELICARRIER BRIDGE ­ DAY
         Fury looks the window of the ship, contemplating. Agent Hill
         walks up to him, knowing.
          AGENT MARIA HILL
          Sir.
                         NICK FURY
          Agent Hill?
          AGENT MARIA HILL
          Those cards, they were in Coulson's
          locker, not in his jacket.
                         NICK FURY
          They needed the push.
          (holding Coulson's cards)
         A LOUD NOISE SCREECHES. Fury looks out to see IRON MAN flying
         off as well as the QUINJET.
                         NICK FURY
          They found it. Get our communications
          back up, whatever you have to do. I
          want eyes on everything.
          AGENT MARIA HILL
          Yes, sir.
         EXT. NEW YORK CITY SKYLINE - STARK TOWER ­ DAY
         IRON MAN arrives at STARK TOWER where Selvig, ACTIVATES the CMS
         device, holding the Tesseract.
                         JARVIS
          Sir, I took off the arc reactor. The
          device is already self-sustained.
                         TONY
          Shut it down, Dr. Selvig.
                         SELVIG
          It's too late! It can't stop now. He
          wants to show us something! A new
          universe.
                         IRON MAN
          Okay.
         IRON MAN aims his hands toward the CMS and FIRES. The energy
         from his boosters SHATTERS with a deafening CRACK! Selvig falls
         backwards. DOWN BELOW, CITIZENS OF NEW YORK look up at STARK
         TOWER. IRON MAN stares in disbelief at the CMS ... unharmed.
                         JARVIS
          The barrier is pure energy. It's
          unbreachable. The Mark VII is not ready
          to be deployed.
                         TONY
          Skip the spinning rims. We're on the
          clock.
         TONY lands his SUIT and goes through the gauntlet and unsuits
         him. LOKI looks up at him, smiling. They proceed to walk into
         the penthouse.
         INT. STARK PENTHOUSE ­ DAY
         Loki walks in, holding the scepter. Tony casually walks down the
         steps, towards the bar.
                         LOKI
          Please tell me you're going to appeal
          to my humanity.
                         TONY
          Uh...actually, I'm planning to threaten
          you.
                         LOKI
          You should have left your armor on for
          that.
                         TONY
          Yeah, it's seen a bit of mileage.
          You've got the blue stick of destiny.
          Would you like a drink?
                         LOKI
          Stalling me won't change anything.
                         TONY
          No, no, no! Threatening. No drink? You
          sure? I'm having one.
                         LOKI
          The CHITAURI are coming, nothing will
          change that. What have I to fear?
                         TONY
          THE AVENGERS.
          (Loki looks at him, confused)
          It's what we call ourselves, sort of
          like a team. `EARTH'S MIGHTIEST HEROES'
          type of thing.
                         LOKI
          Yes, I've met them.
                         TONY
                         (SMILING)
          Yeah, takes us a while to get any
          traction, I'll give you that one.
                         TONY (CONT'D)
          But, let's do a head count here. Your
          brother, the demi-God; a super soldier,
          a living legend who kind of lives up to
          the legend; a man with breath-taking
          anger management issues; a couple of
          master assassins, and you, big fella,
          you've managed to piss off every single
          one of them.
                         LOKI
          That was the plan.
                         TONY
          Not a great plan. When they come, and
          they will, they'll come for you.
         From underneath the bar table, Tony pulls on COLANTOTTE
         BRACELETS, a honing device.
                         LOKI
          I have an army.
                         TONY
          We have a HULK.
                         LOKI
          I thought the beast had wandered off.
                         TONY
          You're missing the point. There's no
          throne, there is no version of this,
          where you come out on top. Maybe your
          army comes and maybe it's too much for
          us, but it's all on you. Because if we
          can't protect the Earth, you can be
          damned well sure we'll avenge it.
                         LOKI
          (slowly walks up to him;
          raising the scepter)
          How will your friends have time for
          me,when they're so busy fighting you?
         Loki TAPS Tony on the chest with his scepter. PING! Nothing.
         Confused, Loki tires again. PING! NOTHING.
                         LOKI
          It should work.
                         TONY
          Well, performance issues. You know?
         In anger, Loki GRABS Tony by the throat and FLINGS him across
         the room.
                         TONY
          Jarvis. Anytime now.
         Loki grabs Tony by the throat again.
                         LOKI
          You will all fall before me.
         LOKI THROWS TONY OUT THE WINDOW. Tony FREEFALLS down the tower.
         From behind Loki, an elevator opens and a RED POD SHOOTS out.
         The pod LASER SIGNALS the COLANTOTTE BRACELETS on Tony. The POD
         begins to TRANSFORM into the MARK VII suit.
         It LATCHES onto Tony. IRON MAN. The suit FLIES up before he hits
         the ground or the gazing people. Loki looks up, angry.
                         IRON MAN
          And there's one other person you pissed
          off! His name was Phil.
         Loki raises the scepter. IRON MAN FIRES at Loki, sending him on
         his ass.
         EXT. STARK TOWER ­ DAY
         Selvig looks up at the sky. The Tesseract's energy BEAMS into
         the sky. The beam then forms a VORTEX, which then opens up
         ANOTHER PORTAL.
         EXT. VASTNESS OF SPACE
         A hole in space rips open, and from it, the CHITAURI ARMY SPILLS
         out in FLYING CHARIOTS, carrying ENERGY RIFLES with a bayonet on
         the end.
         INSIDE THE SUIT
                         TONY
          Right. Army.
         IRON MAN flies up towards the portal. From his shoulders, a
         miniature multiple rocket launcher, pops out and FIRES. Like the
         JERICHO MISSILE, several targets are taken down unlike no
         missile. It's useless. THOUSANDS OF CHITAURI FLY OUT. IRON MAN
         flies towards the city.
         EXT. MANHATTAN ­ DAY
         The CHITAURI UNLEASH. New Yorkers fill the streets, staring at
         the fire fight in the distance. BOOM!!! The CHITAURI unleashes
         BLASTS as it goes, blowing up cars, setting storefronts aflame.
         AN EXPLOSION RIPS OUT THE WINDOWS OF THE TOP CORNER OF
         BUILDINGS. FLAME AND STONE RAIN DOWN. A DOMINO-EFFECT OF
         EXPLOSIONS RIPPLING ACROSS THE BRIDGE.
         EXT. STARK TOWER ­ DAY
         Loki walks onto the balcony as the SOUNDS of the CHITAURI rings
         out. He admires his soon to be kingdom. THOR LANDS ON THE TOWER.
         Loki turns to his ENEMY.
                         THOR
          Loki! Turn off the Tesseract or I'll
          destroy it!
                         LOKI
          You can't. There is no stopping it.
          There is only the war!
                         THOR
          So be it.
         Loki and Thor rush at each other. They and their weapons
         collide. The two battle -- Loki unleashing another pent-up rage
         and jealousy, Thor having no choice but to defend himself.
         EXT. MANHATTAN ­ DAY
         SOLDIERS AND COPS have taken positions covering the streets.
         They see from the sky, IRON MAN leading a trail of CHITAURI
         towards his tower.
         EXT. SKY ­ DAY
         The QUINJET BOOMS into the city.
          BLACK WIDOW (V.O.)
          Stark, we're heading north east.
         INSIDE THE SUIT
                         IRON MAN
          What, did you stop for drive-thru?
          Swing up PARK, I'm gonna lay 'em out
          for you.
         EXT. STARK TOWER ­ DAY
         IRON MAN BANKS around his tower. Sees Thor and Loki still going
         at it. IRON MAN SWOOPS down the street, causing a CHITAURI to
         crash.
         Flying up, IRON MAN puts the following CHITAURI in view of the
         QUINJET. BLACK WIDOW takes out machine gun and FIRES at the
         CHITAURI.
         INSIDE THE SUIT
                         JARVIS
          Sir, we have more incoming.
                         TONY
          Fine. Let's keep them occupied.
         IRON MAN heads back to the portal.
         EXT. STARK TOWER ­ DAY
         Thor and Loki battle savagely. Loki fires ENERGY from the
         scepter, sending Thor sliding across the floor.
         INT. QUINJET ­ DAY
         HAWKEYE looks out to his left window, finding a target.
                         HAWKEYE
          Yeah.
                         BLACK WIDOW
          See them.
         HAWKEYE BANKS the jet towards STARK TOWER. Aims the MINIGUN at
         Loki. Loki AIMS the scepter at the QUINJET and FIRES A BLAST OF
         ENERGY. Thor gets to his feet, TACKLING Loki down hard.
         THE QUINJET is soon caught on fire. HAWKEYE maneuvers one wing
         of the jet. They SPIN and SLOW. DROPPING OUT OF THE AIR AS IT
         PASSES OVER SKYSCRAPERS. Then... they SLAM into the street.
         INT. QUINJET ­ DAY
         With everyone okay, HAWKEYE and BLACK WIDOW unfasten their
         seatbelts and open the ramp. CAPTAIN AMERICA runs down, followed
         by HAWKEYE and BLACK WIDOW. Each one has their respected weapons
         in hand.
         EXT. FOUR WAY STREET ­ DAY
         The TRIO arrives in the middle of a four-way street. Suddenly,
         the city LURCHES to a stop. A DEEP, PRIMAL RAGE BELLOWS OUT.
         With that roar, a SHADOW comes over them.
         EXT. VASTNESS OF SPACE
         From the portal, a FUCKING CHITAURI LEVIATHAN FLIES OUT!
         Carrying hundreds of SOLDIERS, the CHITAURI LEVIATHAN PASSES
         OVER the TRIO.
         EXT. BRIDGE STREET ­ DAY
         They look up, out of their element. From both sides, CHITAURI
         SOLDIERS CLING OFF and attach themselves to the sides of the
         buildings, sliding down. Some CRASH into these buildings and
         begin FIRING from their ENERGY RIFLES at innocent people.
                         CAPTAIN AMERICA
          Stark, are you seeing this?
         INSIDE THE SUIT
                         TONY
          I'm seeing, still working on believing.
          Where's Banner? Has he shown up yet?
          CAPTAIN AMERICA (V.O.)
          Banner?
                         TONY
          Just keep me posted. Jarvis, find me a
          soft spot.
         IRON MAN quietly flies behind and parallel with the CHITAURI
         LEVIATHAN.
         EXT. STARK TOWER ­ DAY
         Thor holds down Loki's face straight ahead, forcing him to watch
         the city falling to ash.
                         THOR
          Look at this! Look around you! You
          think this madness will end with your
          rule?
                         LOKI
          (tries to look away)
          It's too late. It's too late to stopit.
                         THOR
          No. We can. Together.
         Loki looks at his brother, showing a sign of hope. Then... Loki
         stabs Thor with a small knife. Thor keels over.
                         LOKI
          Sentiment.
         Thor gets up, KICKS Loki and lifts him into the air. Thor then
         SLAMS him down, hard. Loki, bleeding, rolls over the edge. Thor
         looks down. LOKI IS RIDING ON A FLYING CHARIOT. DOZENS of
         CHITAURI follow his lead.
         EXT. BRIDGE STREET ­ DAY
         The TRIO runs behind upside taxis. They look up and see Loki
         taking his band down the street and FIRES at the street IN A
         CHAIN OF EXPLOSIONS. SMASHING CARS AND HURLING PEOPLE AS IT GOES
         IT GOES OFF IN ONE FINAL CONFLAGRATION.
         TERRIFIED PEOPLE running from Loki, looking over their
         shoulders, coming straight at us. CAPTAIN AMERICA looks down the
         bridge.
                         CAPTAIN AMERICA
          Those people need assistance down
          there.
         CHITAURI SOLDIERS that have landed near them and begin FIRING at
         them. BLACK WIDOW pulls both pistols and FIRES. Turns to Cap.
                         BLACK WIDOW
          We got this. It's good. Go!
                         CAPTAIN AMERICA
                         (AT HAWKEYE)
          You think you can hold them off?
                         HAWKEYE
          Captain.
          (pulls a trigger on his bow;
          a narrow is mechanically
                         CHOSEN)
          It would be my genuine pleasure.
         HAWKEYE shoots an ARROW into the creature's head, gaining a few
         seconds for CAPTAIN AMERICA as he falls down the bridge,
         followed by an EXPLOSION.
         Cap races over to the plaza, jumping over dozens of EXPLODING
         cars. THE FIRST AVENGER RUNS LIKE A FUCKING CHEETAH.
         HAWKEYE runs over a bus full of people. From the windows, SMALL
         CHILDREN are held by their parents for HAWKEYE to pull them out
         to safety. He runs over to the jammed door and JERKILY opens it.
         People begin to run out.
         BLACK WIDOW empties out her CLIPS. HAWKEYE fires ARROWS into the
         ranks of the CHITAURI, hitting his mark each time he shoots.
                         BLACK WIDOW
          Just like BUDAPEST all over again!
                         HAWKEYE
          You and I remember Budapest
          verydifferently.
         EXT. MANHATTAN ­ DAY
         The COPS continuously fire at the flying chariots. It's pretty
         pointless. A YOUNG COP runs over to his POLICE SERGEANT.
                         YOUNG COP
          We need to get out! They gotta bring
          the National Guard!
                         POLICE SERGEANT
          National Guard? Does the army know
          what's happening here?
                         YOUNG COP
          Do we?
         CAPTAIN AMERICA jumps in front of them. They look up at this
         ridiculous looking man.
                         CAPTAIN AMERICA
          I need men in these buildings. There
          are people inside that can run into the
          line of fire. You take them through the
          basement or through the subway. You
          keep them off the streets. I need a
          perimeter as far back as 39th.
                         POLICE SERGEANT
          Why the hell should I take orders from
          you?
         Suddenly, an EXPLOSION comes up from behind Cap. An ENERGY BLAST
         is blocked by his SHIELD. TWO CHITAURI SOLDIERS attack. The cops
         watch in shock as CAPTAIN AMERICA FIGHTS them off with ease. The
         Sergeant turns to his officer.
                         POLICE SERGEANT
          I need men in those buildings, lead the
          people down and away from the streets.
          I need a perimeter as far back as 39th.
         EXT. SKY LINE ­ DAY
         IRON MAN swerves around a building and faces the CHITAURI
         LEVIATHAN. He pulls out his miniature multiple rocket launcher
         and FIRES. The CHITAURI LEVIATHAN ROARS in annoyance. The
         CHITAURI LEVIATHAN turns to him.
                         IRON MAN
                         (TO JARVIS)
          We got his attention. What the hell is
          step two?!
         IRON MAN flies away.
         EXT. BRIDGE STREET ­ DAY
         HAWKEYE TRIPS a CHITAURI SOLDIER and RAMS an arrow down its
         throat. BLACK WIDOW gets her hands on an ENERGY RIFLE and
         STICKFIGHTS the hell out of them.
         CAPTAIN AMERICA joins back in and using his SHIELD, SWAPS and
         WHACKS oncoming CHITAURI SOLDIERS. It's all too much on them,
         until...
         Lightning strikes down from the sky, channeling the blast,
         firing the electricity out at the CHITAURI SOLDIERS around them.
         They're blasted back in a massive shockwave. The CHITAURI
         SOLDIERS convulse, drop dead to the ground. THOR TOUCHES DOWN.
                         CAPTAIN AMERICA
          What's the story upstairs?
                         THOR
          The powers surrounding the cube is
          impenetrable.
          IRON MAN (V.O.)
          Thor is right. We gotta deal with these
          guys.
                         BLACK WIDOW
          How do we do this?
                         CAPTAIN AMERICA
          As a team.
                         THOR
          I have unfinished business with Loki.
                         HAWKEYE
          Yeah, get in line.
                         CAPTAIN AMERICA
          Save it. Loki's gonna keep this fight
          focused on us and that's what we need.
          Without him these things could run
          wild. We got Stark up top, he's gonna
          need us...
         Just then, BANNER ARRIVES ON A SMALL MOTORBIKE. Getting off, he
         looks around the city.
                         BANNER
          So, this all seems horrible.
                         BLACK WIDOW
          I've seen worse.
                         BANNER
          Sorry.
                         BLACK WIDOW
          No. We could use a little worse.
                         CAPTAIN AMERICA
          Stark? We got him.
          IRON MAN (V.O.)
          Banner?
                         CAPTAIN AMERICA
          Just like you said.
         INSIDE THE SUIT
                         TONY
          Then tell him to suit up. I'm bringing
          the party to you.
         IRON MAN comes out from behind a building. The CHITAURI
         LEVIATHAN follows, impatiently.
         EXT. BRIDGE STREET ­ DAY
         The rest of the AVENGERS look up, getting ready and standing
         still.
                         BLACK WIDOW
          I... I don't see how that's a party...
         IRON MAN SWOOPS down the street. The CHITAURI LEVIATHAN also
         swoops down, BARRELING down the street like a FREIGHT TRAIN that
         keeps building and building its intensity.Banner looks behind.
         Cap looks at him. Banner begins to walk towards the monster.
                         CAPTAIN AMERICA
          Dr. Banner. Now might be a really good
          time for you to get angry.
                         BANNER
          That's my secret, Captain. I'm always
          angry.
         Banner's body starts to swell and stretch and harden. GREEN
         SHOOTS THROUGH HIS BODY. THE HULK.
         Aaaannndddd.........SSSMMMAAASSSHHH!!!! HULK POPS the CHITAURI
         LEVIATHAN IN THE NOSE. THE CREATURE FLIPS OVER A 360.
         IRON MAN, in mid-flight, extends his arm out and a ROCKET, ready
         to shoot. IRON MAN FIRES -- the rocket hits a SOFT SPOT ­ LARGE
         CHITAURI LEVIATHAN are BLOWN COMPLETELY AWAY. Real pain from the
         CHITAURI LEVIATHAN. Other pieces of meat CATCH FIRE and
         withdraw... SIZZLE as they hit the pavement. CAPTAIN AMERICA
         raises his SHIELD to block them.
         From above and on the buildings, the CHITAURI ARMY watches in
         horror as a group of EARTH'S MIGHTIEST HEROES FIND THEMSELVES
         UNITED AGAINST A COMMON THREAT. TO FIGHT THE FOES NO SINGLE
         SUPER HERO COULD WITHSTAND! THE AVENGERS ASSEMBLE!
         EXT. SKY ­ DAY
         Loki watches below, motionless.
                         LOKI
          Send the rest.
         EXT. VASTNESS OF SPACE
         From the portal, THOUSANDS MORE OF CHITAURI SOLDIERS AND EVEN
         MORE CHITAURI LEVIATHANS FLY OUT!
         EXT. BRIDGE STREET ­ DAY
         THE AVENGERS look up. Way out of their fucking element.
                         BLACK WIDOW
          Guys.
                         IRON MAN
          Call it, Cap.
                         CAPTAIN AMERICA
          Alright, listen up. Until we can close
          that portal up there, we're gonna use
          containment. Barton, I want you on that
          roof, eyes on everything. Call out
          patterns and strays. Stark, you got the
          perimeter. Anything gets more than
          three blocks out, you turn it back or
          your turn it to ash.
                         HAWKEYE
          Wanna give me a lift?
                         IRON MAN
          Right. Better clench up, LEGOLAS.
         IRON MAN lifts HAWKEYE up to the building.
                         CAPTAIN AMERICA
          Thor, you've gotta try and bottleneck
          that portal. Slow them down. You've got
          the lightning. Light the bastards up.
          (Thor flies up; to Natasha)
          You and me, we stay here on the ground,
          keep the fighting here. And Hulk.SMASH.
         THE HULK SMILES A MOST MAGNIFICENT GRIN AND LEAPS, SOARING HIGH
         UP INTO THE NEAREST BUILDING, HULK RUNS UP THE WALL HITS SEVERAL
         CHITAURI SOLDIERS, SNAPPING IN HALF.
         HE DIVES TOWARDS A BUILDING ON THE OTHER SIDE OF THE STREET,
         THROWING THE DEAD CHITAURI SOLDIERS TOWARDS OTHER SOLDIERS. The
         CHITAURI SOLDIERS fire at him. THE HULK BACKHANDS THEM, SEIZES
         THEM AND WITH RAW POWER, THROWS THEM DOWN.
         IN HIS MOST POWERFUL LEAP YET, THE HULK FLIES UP AND IS IN THE
         MIDDLE OF A FLYING CHARIOT TRAFFIC JAM, TO WHICH HE SMACKS THEM
         OUT OF ALTITUDE.
         EXT. EMPIRE STATE BUILDING ­ DAY
         Thor grabs onto the tower. Raises MJÖLNIR and KRAKAKABOOM! A
         BLINDING BOLT OF LIGHTNING strikes down from above, colliding on
         MJÖLNIR. THOR AIMS THIS MASSIVE SHOCKWAVE TOWARDS THE PORTAL.
         THOR CHANNELS THE BLAST AND FIRES THE ELECTRICITY OUT AT THE
         CHITAURI SOLDIERS FLYING OUT OF THE PORTAL. THEY'RE BLASTED BACK
         IN A MASSIVE SHOCKWAVE. THE CHITAURI SOLDIERS CONVULSE, DROP
         DEAD TO THE GROUND. HE EVEN RIPS THE SHIT OUT OF A CHITAURI
         LEVIATHAN, WHICH THEN FUCKING EXPLODES.
         INT. HELICARRIER BRIDGE ­ DAY
         Back in the bridge, Fury sees on his VIEWSCREEN the destruction
         going on in NEW YORK. Agent Hill walks up to him.
          AGENT MARIA HILL
          Sir. The council is on.
         OH SHIT. Fury presses his screen.
         EXT. ROOFTOP BUILDING ­ DAY
         Atop the rooftop, HAWKEYE fires ARROWS into the streaming flow
         of the CHITAURI RIDERS, hitting his mark each time. Hell, heeven
         AIMS his bow behind him, WITHOUT LOOKING and releases the arrow,
         EXPLODING a RIDER.
                         HAWKEYE
          Stark. You got a lot of strings
          sticking to your tail.
                         IRON MAN
          Just try and keep them off the streets.
                         HAWKEYE
          Well, they can't bank worth a damn.
          Find a tight corner.
                         IRON MAN
          I will roger that.
         IRON MAN does so and leads towards TIGHT CORNERS and in
         HAWKEYE'S view, who fires arrow upon and arrow, EXPLODING the
         CHITAURI RIDERS. IRON MAN keeps leading CHITAURI RIDERS UNDER
         TUNNELS, THROUGH OPEN PARKING GARAGES. He looks back. None left.
         INSIDE THE SUIT
                         TONY
          Nice call. What else you got?
          HAWKEYE (V.O.)
          Well, Thor's taking on a squadron down
          on 6th.
                         TONY
          And he didn't invite me?
         EXT. OFFICE BUILDING - CONFERENCE ROOM ­ DAY
         We are looking INTO a conference room where office workers sit
         around a table. But the NOISE has caught one worker's eye, then
         another, and soon they are all rising, stepping to the window,
         mesmerized by what lies beyond.
         WORKERS' POVA CHITAURI LEVIATHAN SWIMS right in front of them.
         EXT. OFFICE BUILDING - CONFERENCE ROOM ­ DAY
         Suddenly, another NOISE catches the worker's attention. THE HULK
         CRASHES THROUGH THEIR FLOOR. SLASHES HIS THROUGH THE ROOM,
         POUNDING AWAY AND JUMPS OUT ONTO THE JAW OF THE CHITAURI
         LEVIATHAN. THE CHITAURI LEVIATHAN BEGINS TO HEAD DOWN, TRYING TO
         WAVE OFF THE HULK.
         EXT. BRIDGE STREET ­ DAY
         BLACK WIDOW, using the ENERGY RIFLE, is taken off her feet by a
         CHITAURI SOLDIER. She TIRESOMELY takes it down by cutting its
         throat. She grabs the ENERGY RIFLE, turns to attack. Cap stands
         there, holding his SHIELD. She slumps back, tired.
                         BLACK WIDOW
          Captain, none of this is gonna mean a
          damn thing if we don't close that
          portal.
                         CAPTAIN AMERICA
          Our biggest guns couldn't touch it.
                         BLACK WIDOW
          Well, maybe it's not about guns.
          (gestures the flying
                         CHARIOTS)
                         CAPTAIN AMERICA
          You wanna get up there, you're gonna
          need a ride.
                         BLACK WIDOW
          I got a ride. I could use a lift
          though.
         BLACK WIDOW backs up giving herself a running start. Cap lifts
         and angles his SHIELD.
                         CAPTAIN AMERICA
          Are you sure about this?
                         BLACK WIDOW
          Yeah. It's gonna be fun.
         BLACK WIDOW RUNS AT CAPTAIN AMERICA. BLACK WIDOW DOES A PARKOUR
         MOVE, USING HER FEET TO RUN UP THE CAR AND JUMPS UP ON CAP'S
         SHIELD, WHO GIVES HER A BOOST WITH THE SHIELD. SHE GRABS ONTO A
         FLYING CHARIOT.
         [Note: The following sequence will take us through the action in
         one extended shot.]
         - BLACK WIDOW climbs onto the chariot and CUTS the turret
         shooter's linkage to it. She then JUMPS on the rider and STICKS
         her knives into his nervous system. She gets him to BANK over a
         building.
         - IRON MAN arrives and SHOOTS any other CHITAURI RIDERS
         following her. He makes his way down to CAPTAIN AMERICA, who
         fights off more CHITAURI SOLDIERS. IRON MAN points his HAND
         BOOSTERS at his SHIELD. The energy comes off and Cap uses it as
         a REFLECTION BEAM and takes down nearby CHITAURI.
         - From above them, HAWKEYE sends down remaining arrows. He sends
         one across the street, taking down a CHITAURI RIDER following
         IRON MAN.
         - Finally, we have THOR and HULK fight on top the back of the
         CHITAURI LEVIATHAN, tearing apart and fighting SOLDIERS. HULK
         BREAKS OFF A MASSIVE PIECE OF ARMOR AND SLAMS IT DOWN ONTO THE
         SPINE OF THE CHITAURI LEVIATHAN. Summoning all his strength he,
         THOR RAISES, DRAWING LIGHTNING TO IT FROM ALL SIDES, AND BRINGS
         IT DOWN WITH A FINAL, TERRIBLE BLOW--
         INT. HISTORY MUSEUM ­ DAY
         The CHITAURI LEVIATHAN CRASHES into a history museum. DEAD. THOR
         and HULK stand on the BACK of the CHITAURI LEVIATHAN after
         bringing it down. They stand still, admiring. HULK PUNCHES THOR
         WITH HIS ENORMOUS HAND. THOR GOES FLYING. HULK SMIRKS.
         EXT. STARK TOWER ­ DAY
         SELVIG WAKES UP FROM LOKI MIND CONTROL. He looks around,
         confused where he is. He looks up at the sky, amazed.
         EXT. BRIDGE STREET ­ DAY
         Several HUMVEES aim their MOUNTED .50 Cal guns into the sky,
         FIRING and HITTING CHITAURI RIDERS. CAPTAIN AMERICA fights off a
         SOLDIER who is pinning him down with its energy rifle. Cap
         BREAKS ITS LEG. He stands up, pickingup his SHILED.
                         HAWKEYE
          Captain, the bank on 42ndpast MADISON,
          they caught a lot of civilians there.
                         CAPTAIN AMERICA
          I'm on it.
         INT. 42NDBANK ­ DAY
         Dozens of civilians are gathered in bank. Tension and
         uncertainty surround them. THREE CHITAURI SOLDIERS oversee them,
         pointing their weapons at them. One of them charges a BOMB. It
         BEEPS.
         CAPTAIN AMERICA jumps through the window and throws his SHIELD
         at the CHITAURI BOMBER. The TWO CHITAURI SOLDIERS aim their
         rifles, but Cap heads for cover under a desk, which he KICKS at
         them.
         CAPTAIN AMERICA jumps over the desk, HEADLOCKS A SOLDIER, while
         BACKHANDING another one over the railing. The crowd moves away.
         A CHITAURI SOLDIER attacks him from behind and RIPS OFF HIS
         HELMET. The bomb is beeping faster.
                         CAPTAIN AMERICA
          Everyone! Clear out!
         CAPTAIN AMERICA flips over the SOLDIER, grabs his SHIELD and
         just as the BOMB is about to GO OFF, CHITAURI BOMBER dives for,
         trying to stop it, but it GOES OFF, sending CAPTAIN AMERICA
         through the window, landing very hard on a car. The civilians
         look up from below. They're okay.
         EXT. OUTSIDE THE BANK ­ CONTINUOUS
         Cap gets off the car, looks around the city. Destroyed. The
         police and firemen arrive, pulling out those civilians he saved.
         A WAITRESS looks back, thankful.
         INT. HELICARRIER BRIDGE ­ DAY
         Back in the bridge, Fury sees on his VIEWSCREEN the WORLD
         SECURITY COUNCIL.
          WORLD SECURITY COUNCIL #2
          Director Fury, the council has made a
          decision.
                         NICK FURY
          I recognize the council has made a
          decision, but given that it's a stupid
          ass decision, I've elected to ignore
          it.
          WORLD SECURITY COUNCIL #1
          Director, you're closer than any of
          oursubs, you scramble that jet...
                         NICK FURY
          That is the island of Manhattan,
          Councilman. Until I'm certain my team
          can't hold it, I will not order a
          nuclear strike against a civilian
          population.
          WORLD SECURITY COUNCIL #1
          If we don't hold them in the air, we
          lose everything.
                         NICK FURY
          I send that bird out, we already have.
         Fury shuts off his viewscreen.
         EXT. MANHATTAN ­ DAY
         BLACK WIDOW, still driving the chariot with the RIDER, is hit at
         her side. She looks about, wondering whose ENERGY FIRE it was
         she looks behind.
                         BLACK WIDOW
          Oh. You.
         LOKI FOLLOWS IN HOT PURSUIT. They RACE DOWNWARD, trailing
         between buildings. They RACE MADLY, driving and dodging.
         EXT. ROOFTOP BUILDING ­ DAY
         HAWKEYE looks at BLACK WIDOW, astonished.
                         HAWKEYE
          Nat, what are you doing?
          BLACK WIDOW (V.O.)
          Uh... a little help!
         HAWKEYE pulls the trigger twice, nocks an arrow, and points it
         at Loki, smiling.
                         HAWKEYE
          I've got him.
         FIRES. THE ARROW STREAKS DOWN THE CITY, STRAIGHT AT THE LOKI'S
         HEAD...
         SNATCH! LIKE A CAT, LOKI GRABS THE ARROW STRAIGHT OUT OF THE
         AIR...LOOKS STRAIGHT AT HAWKEYE, SMILING...
         BBOOOOMMM!!! THE ARROW EXPLODES IN LOKI'S FACE, CRASHING INTO
         THE STARK PENTHOUSE PAD.
         BLACK WIDOW looks down and building her momentum, she JUMPS of
         the chariot, lands on top of STARK TOWER, rolling herself to the
         edge.
         EXT/INT. STARK PENTHOUSE ­ DAY
         As Loki looks up, shocked at what just happened, THE HULK IS
         LEAPING UP AND KICKS LOKI, HURTLING TOWARDS THE GLASS WINDOW. He
         COLLAPSES as he hits the wall. THE HULK jumps in, ready to
         attack. Loki ROLLS himself up in a flurry of broken glass,
         STANDING UP TO THE HULK.
                         LOKI
          ENOUGH! YOU ARE, ALL OF YOU ARE BENEATH
          ME! I AM A GOD, YOU DULL CREATURE, AND
          I WILL NOT BE BULLIED...
         HULK GRABS LOKI BY THE LEGS AND SMASHES HIM AGAINST THE FLOOR
         REPEATEDLY AND FINALLY THROWS HIM ASIDE TO THE GROUND,
         FLATTENING LOKI.
                         HULK
          PUNY GOD.
         LOKI WHIMPERS IN PAIN.
         EXT. STARK TOWER ­ DAY
         BLACK WIDOW walks up the CMS machine. Selvig, slumped down,
         weakened, looks at her desperately. The Tesseract's energy is
         firing towards the portal, gaining in strength, at the surge of
         energy moving through the sky.
                         BLACK WIDOW
          Doctor.
                         SELVIG
          Loki's scepter, the energy...the
          Tesseract can't fight. You can't
          protect against yourself.
                         BLACK WIDOW
          It's not your fault. You didn't know
          what you were doing.
                         SELVIG
          Well, actually I think I did. I built
          in a safety to cut the power source.
                         BLACK WIDOW
          Loki's scepter.
                         SELVIG
          It might be able to close the portal.
          (Selvig looks down. He sees a
                         GOLD GLEAM)
          And I'm looking right at it.
         EXT. MANHATTAN ­ DAY
         THOR rides on top of chariot, SMACKING SEVERAL RIDERS with the
         hammer. As Thor takes the reins, a CHITAURI LEVIATHAN crashes
         through a building, knocking him down to where Cap is, fighting
         off SOLDIERS.
         IRON MAN flies right next to the CHITAURI LEVIATHAN and aims his
         LASER BOOSTER at it. Nothing.
                         JARVIS
          Sir, we will lose power before you cut
          through that shell.
         IRON MAN flies up ahead, facing the oncoming monster.
                         IRON MAN
          JARVIS. You ever hear the tale of
          Jonah?
                         JARVIS
          I wouldn't consider him a role model.
         IRON MAN FLIES TOWARDS THE CHITAURI LEVIATHAN, UNLEASHING EVERY
         ARSENAL ON THE SUIT. The CHITAURI LEVIATHAN opens its mouth.
         IRON MAN flies in and BURSTS out the other end, making the
         CHITAURI LEVIATHAN collapse. IRON MAN rolls down the street. The
         wind is knocked out of him. He looks up with an overwhelming
         sigh as a SMALL BAND of CHITAURI SOLDIERS rush towards him,
         holding out their rifles.
         EXT. ROOFTOP BUILDING ­ DAY
         HAWKEYE turns to fire HIS LAST ARROW. Using his bow as a staff,
         he knocks some CHITAURI SOLDIERS, before yanking his last arrow
         off the dead body a CHITAURI SOLDIERS.
         HAWKEYE nocks his arrow, DIVES DOWN THE BUILDING and FIRES his
         GRAPPLING ARROW up into the side of building. Falling down,
         HAWKEYE finds the MOMENTUM and SWINGS himself into a building
         and CANNONBALLS in.
         EXT. MANHATTAN ­ DAY
         The HULK holds CHITAURI SOLDIERS by the face and SLAMS them
         down. More keep coming. HULK looks up. HUNDREDS OF RIDERS HOVER
         OVER HIM. Then... they begin to fire ENERGY BLASTS. HULK TAKES
         THEM LIKE HE'S RUNNING THROUGH A LIGHT RAIN. BLOCKING THE STREAM
         OF STREAKING BLASTS, AS THOUGH SWATTING AT BEES.
         EXT. HELICARRIER DECK ­ DAY
         A lone pilot sits in his cockpit, listening.
          WORLD SECURITY COUNCIL #2
          DIRECTOR FURY is no longer in command.
          Override order, 7 ALPHA 11.
                         7 ALPHA 11 PILOT
          7 ALPHA 11, confirmed. Prepare to
          takeoff.
         He ignites his engine.
         INT. HELICARRIER BRIDGE ­ DAY
         Back in the bridge, Agent Hill sees on her SCREEN 7 ALPHA 11
         preparing to leave.
          AGENT MARIA HILL
          Sir, we have a bird in motion! Anyone
          on the deck, we have a rogue bird! We
          need to shut it down! Repeat! Take off
          is not authorized!
         EXT. HELICARRIER DECK ­ DAY


         NICK FURY RUNS OUT TO THE DECK, HOLDING A FUCKING AIRTRONIC RPG-
         7. He takes AIM and FIRES, HITTING the TAIL END of the jet. The
         jet SKIDS OFF towards the edge. PILOT UNHARMED.
         Suddenly, another 7 ALPHA 11 JET FLIES off. Fury stands there,
         knowing he can't do anything about it.
                         NICK FURY
          Stark, you hearing me? We have a
          missile headed straight for the city.
          IRON MAN (V.O.)
          How long?
                         NICK FURY
          Three minutes, at best. Stay low and
          wipe out the missile.
         EXT. MANHATTAN ­ DAY
         IRON MAN fights off as many CHITAURI SOLDIERS as he sustain.
                         IRON MAN
          Jarvis, put everything we got into the
          thrusters!
                         JARVIS
          I just did.
         IRON MAN leaves the streets and flies up into the sky.
         EXT. SKY ­ DAY
         7 ALPHA 11 arrives outside the city. He flips the switch to
         press the button. He presses it. THE MISSILE IS FLYING OUT TO
         MANHATTAN.
                         7 ALPHA 11
          Destination is in 2 minutes, 30 seconds
          mark.
         EXT. MANHATTAN ­ DAY
         CAPTAIN AMERICA AND THOR BATTLE, SIDE TO SIDE. Cap and Thor both
         throw their respected weapons. Thor catches MJÖLNIR, but as Cap
         turns, an ENERGY BLAST strikes him down hard. Thor runs over to
         a broken car, swings the hammer and flips the car over and over
         on its side, crushing a few CHITAURI SOLDIERS.
         Cap tries to get up. Thor helps him back to his feet. Cap raises
         his SHIELD back up.
                         THOR
          You ready for another bout?
                         CAPTAIN AMERICA
          What? You gettin' sleepy?
         EXT. STARK TOWER ­ DAY
         Selvig, back in scientist mode, CLACKS away at his laptop.
         Henods. BLACK WIDOW grabs Loki's scepter, slowly breaks into the
         FORCE FIELD, almost touching the Tesseract.
                         BLACK WIDOW
          I can close it! Can anybody hear me? I
          can shut the portal down!
         EXT. MANHATTAN ­ DAY


                         CAPTAIN AMERICA
          Do it!
          IRON MAN (V.O.)
          No, wait!
                         CAPTAIN AMERICA
          Stark, these things are still coming!
         INSIDE THE SUIT
                         TONY
          I got a nuke coming in, it's gonna blow
          in less than a minute. And I know just
          where to put it.
         EXT. SKY ­ DAY
         IRON MAN catches up, now comes at the missile from behind. The
         missile speeds on. IRON MAN grabs it from behind, gripping it
         tightly.
         With a mighty effort, he wrenches the rocket off its course.
         Steering it from behind, he accelerates quickly, flying straight
         up into sky, towards the portal.
         INSIDE THE SUIT
          CAPTAIN AMERICA (V.O.)
          Stark, you know that's a one-way trip?
                         TONY
                         (TO JARVIS)
          Save the rest for return, J.
                         JARVIS
          Sir. Shall I call Miss Potts?
                         IRON MAN
          You might as well.
         INT. STARK JET ­ DAY
         PEPPER, along with her crew, watches on T.V., in horror, the
         destruction in NEW YORK. On the table, her cell is VIBRATING,
         with Tony's picture on it.
         INT. HELICARRIER BRIDGE ­ DAY
         Back in the bridge, every single agent holds their breath as
         they too watch IRON MAN fly up into the portal.
         EXT. SKY ­ DAY
         IRON MAN climbs higher and higher over the city, gaining speed,
         suddenly flings himself through the portal. Communications die.
         The suit begins to freeze. Tony looks in horror.
         INT. HELICARRIER BRIDGE ­ DAY
         Every single agent CHEERS. Fury smiles. He tries to communicate
         with Tony. NOTHING.
         EXT. SPACE
         We then see Tony's horror. AN ARMADA. The black sky is filled
         with what must be ninety ships in a vague cluster. Most of them
         hang still in the air. Some move swimmingly about.
         IRON MAN lets go of the missile. It whistles off into the
         blackness as IRON MAN IDLY falls back down the portal's opening.
         The missile reaches the MAIN SHIP. The MAIN SHIP IMPLODES,
         causing the entire ARMADA to burst into a supernova, creating a
         spectacular heavenly display.
         EXT. MANHATTAN ­ DAY
         Suddenly, all of the CHITAURI SOLDIERS and CHITAURI LEVIATHANS
         KEEL OVER and begin to SHAKE, then stop. They all fall over. THE
         AVENGERS look up at their CONSULTANT, not sure if he'll make it
         through.
         EXT. STARK TOWER ­ DAY
         Still holding the scepter in hand, BLACK WIDOW shifts around,
         waiting.
                         BLACK WIDOW
          Come on, Stark...
         EXT. MANHATTAN ­ DAY
         Thor and Cap see the supernova coming towards them. Thor nods to
         Cap.
                         CAPTAIN AMERICA
          (to BLACK WIDOW)
          Close it.
         EXT. STARK TOWER ­ DAY
         Without hesitating, BLACK WIDOW pulls the scepter out, the
         TESSERACT turns off its energy beam. The PORTAL QUICKLY CLOSES.
         A SMALL FIGURE is hurled backwards into the open now closed
         portal. IRON MAN. Plummeting to the earth.
         EXT. MANHATTAN ­ DAY


                         CAPTAIN AMERICA
                         (SMILING)
          Son of a gun!
         TIGHT ON IRON MAN: He keeps falling. And falling. And falling.
         EXT. MANHATTAN ­ DAY


                         THOR
          He's not slowing down.
         Thor swings Mjölnir around. Just as Thor flies up, THE HULK
         SNAGS IRON MAN OUT OF THE AIR, BOTH CRASHING AND SLIDING DOWN A
         BUILDING.
         EXT. BRIDGE STREET ­ DAY
         HULK throws IRON MAN off him. Thor and Cap run over to him. Thor
         RIPS off Tony's helmet. He appears to be dead. They stand around
         not sure. Then... THE HULK YELLS IN FURY. THE NOISE STARTLES
         TONY AWAKE.
                         TONY
          What the hell? What just happened?
          Please tell me nobody kissed me?
                         CAPTAIN AMERICA
                         (A BEAT)
          We won.
                         TONY
          Alright. Hey. Alright. Good job, guys.
          Let's just not come in tomorrow. Let's
          just take a day. Have you ever tried
          shawarma? There's a shawarma joint
          about two blocks from here. I don't
          know what it is, but I wanna try it.
                         THOR
          (looking up at Stark Tower)
          We're not finished yet.
         A beat.
                         TONY
          And then shawarma after.
         INT. STARK PENTHOUSE ­ DAY
         Loki crawls onto the stair, looking like a piece of shit rag
         doll. He takes a few breathers, senses someone is behind him. He
         turns TO FIND THE AVENGERS STARING AT HIM, PISSED.
                         LOKI
          If it's all the same to you. I'll have
          that drink.
         THE HULK SNORTS AT HIM.
         WEEKS LATER.
         INT. SHIELD ANALYTICAL ROOM ­ DAY
         In TV news montage about THE AVENGERS, we see various reports of
         what happened. Some people agree that the avengers did good,
         protecting the city. Others believe it was their cause.
          OLD MAN (STAN LEE)
          Superheroes? In New York? Give me a
          break!
                         SENATOR BOYNTON
          These so called heroes have to be held
          responsible for the destruction done to
          the city. This was their fight. Where
          are they now?
                         WAITRESS
          What? That this was somehow their
          fault? Captain America saved my life.
          Wherever he is, wherever any of them
          are, I just wanna say thank you.
         EXT. CENTRAL PARK ­ DAY
         The Avengers take Thor and Loki, who is handcuffed and muzzled,
         to a blocked area. Thor shakes hands with his team and gives
         Selvig a hug. Tony opens the Tesseract's case.
         Banner takes it out and places inside a glass tube, held by
         Thor. Thor gives Loki the other end, who reluctantly takes it.
         The Asgardians leap into the energy beam. GONE.
         Then, one-by-one, the group splinters off, strolling into
         different directions. Banner climbs in with Tony in his
         sportscar. Steve rides away in his Harley. Natasha and Clint
         climb back into SHIELD cars. They all part. For now.
         INT. SHIELD ANALYTICAL ROOM ­ DAY
         Fury is facing once more members of the WORLD SECURITY COUNCIL.
          WORLD SECURITY COUNCIL #3
          Where are the Avengers?
                         NICK FURY
          I'm not currently tracking their
          whereabouts. I'd say they've earned a
          leave of absence.
          WORLD SECURITY COUNCIL #2
          And the Tesseract?
                         NICK FURY
          The Tesseract is where it belongs: out
          of our reach.
          WORLD SECURITY COUNCIL #1
          That's not your call.
                         NICK FURY
          I didn't make it. I just didn't argue
          with the god that did.
          WORLD SECURITY COUNCIL #1
          So you let him take it and the war
          criminal, Loki, who should be answering
          for his crimes?
                         NICK FURY
          Oh, I think he will be.
          WORLD SECURITY COUNCIL #1
          I don't think you understand what
          you've started. Letting the Avengers
          loose on this world. They're dangerous.
                         NICK FURY
          They surely are. And the whole world
          knows it. Every world knows it.
          WORLD SECURITY COUNCIL #1
          Was that the point of all this? A
          statement?
                         NICK FURY
          A promise.
         Fury walks out, towards the bridge.
         INT. HELICARRIER BRIDGE ­ DAY
         Fury and Agent Hill walk together, toward the window looking out
         into the world.
                        AGENT MARIA HILL
          Sir, how does it work now? They've gone
          their separate ways, some pretty
          extremely far. We get into a situation
          like this again, what happens then?
                         NICK FURY
          They'll come back.
          AGENT MARIA HILL
          You really sure about that?
                         NICK FURY
          I am.
          AGENT MARIA HILL
          Why?
                         NICK FURY
          Because we'll need them to.
         Agent Hill turns around. Fury looks out, smiling.
         INT. STARK PENTHOUSE ­ DAY


         TONY AND PEPPER UNVEIL A NEW DESIGN FOR STARK TOWER. CAMERA
         PULLS OUT, showing the letters for "STARK TOWER" have been blown
         away, and all that remains is a giant A.




                         THE END