The Internet Movie Script Database (IMSDb)


The web's largest
movie script resource!

Search IMSDb

Alphabetical
# A B C D E F G H
I J K L M N O P Q
R S T U V W X Y Z

Genre
Action Adventure Animation
Comedy Crime Drama
Family Fantasy Film-Noir
Horror Musical Mystery
Romance Sci-Fi Short
Thriller War Western

Sponsor

TV Transcripts
Futurama
Seinfeld
South Park
Stargate SG-1
Lost
The 4400

International
French scripts

Movie Software
DVD ripper software offer
Rip from DVD
Rip Blu-Ray

Latest Comments
Star Wars: Revenge of the Sith10/10
Star Wars: The Force Awakens10/10
Batman Begins9/10
Collateral10/10
Jackie Brown8/10

Movie Chat



ALL SCRIPTS






                                    THE AVENGERS




                                     Written by

                                    Joss Whedon                        

                         

                         

                         
          "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

                          


Avengers, The (2012)



Writers :   Joss Whedon
Genres :   Action  Adventure  Sci-Fi


User Comments







Index    |    Submit    |    Links    |    Link to us    |    RSS Feeds    |    Disclaimer    |    Privacy policy