LOUD TOWER

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.

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

LINCOLN

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.

MANHATTAN

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.

LOUD TOWER

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.

MANHATTAN

SOLDIERS AND COPS have taken positions covering the streets.

They see from the sky, IRON MAN leading a trail of CHITAURI

towards his tower.

SKY

The QUINJET BOOMS into the city.

BLACK WIDOW (V.O.)

Loud, 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.

LOUD TOWER

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.

LINCOLN

Fine. Let's keep them occupied.

IRON MAN heads back to the portal.

LOUD TOWER

Thor and Loki battle savagely. Loki fires ENERGY from the

scepter, sending Thor sliding across the floor.

QUINJET

HAWKEYE looks out to his left window, finding a target.

HAWKEYE

Yeah.

BLACK WIDOW

See them.

HAWKEYE BANKS the jet towards LOUDTOWER. 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.

QUINJET

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.

FOUR WAY STREET

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.

VASTNESS OF SPACE

From the portal, a FUCKING CHITAURI LEVIATHAN FLIES OUT!

Carrying hundreds of SOLDIERS, the CHITAURI LEVIATHAN PASSES

OVER the TRIO.

BRIDGE STREET

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

Loud, are you seeing this?

INSIDE THE SUIT

LINCOLN

I'm seeing, still working on believing.

Where's Banner? Has he shown up yet?

CAPTAIN AMERICA (V.O.)

Banner?

LINCOLN

Just keep me posted. Jarvis, find me a

soft spot.

IRON MAN quietly flies behind and parallel with the CHITAURI

LEVIATHAN.

LOUD TOWER

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 stop it.

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.

BRIDGE STREET

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

very differently.

MANHATTAN

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.

SKYLINE

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.

BRIDGE STREET

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

LINCOLN

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.

BRIDGE STREET

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 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!

SKY

Loki watches below, motionless.

LOKI

Send the rest.

VASTNESS OF SPACE

From the portal, THOUSANDS MORE OF CHITAURI SOLDIERS AND EVEN

MORE CHITAURI LEVIATHANS FLY OUT!

BRIDGE STREET

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 , 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 .

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.

EMPIRE STATE BUILDING

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.

HELICARRIER BRIDGE

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.

ROOFTOP BUILDING

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

Loud. 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

LINCOLN

Nice call. What else you got?

HAWKEYE (V.O.)

Well, Thor's taking on a squadron down

on 6th.

LINCOLN

And he didn't invite me?

OFFICE BUILDING - CONFERENCE ROOM

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.

OFFICE BUILDING - CONFERENCE ROOM

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.

BRIDGE STREET

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-

HISTORY MUSEUM

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.

LOUD TOWER

SELVIG WAKES UP FROM LOKI MIND CONTROL. He looks around,

confused where he is. He looks up at the sky, amazed.

BRIDGE STREET

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, picking up his SHIELD.

HAWKEYE

Captain, the bank on 42nd past MADISON,

they caught a lot of civilians there.

CAPTAIN AMERICA

I'm on it.

42NDBANK

Dozens of civilians are gathered in the 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.

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.

HELICARRIER BRIDGE

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.

MANHATTAN

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.

ROOFTOP BUILDING

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...

BOOOOM! THE ARROW EXPLODES IN LOKI'S FACE, CRASHING INTO

THE LOUD PENTHOUSE PAD.

BLACK WIDOW looks down and building her momentum, she JUMPS of

the chariot, lands on top of LOUD TOWER, rolling herself to the

edge.

LOUD 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.

LOUD TOWER

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.

MANHATTAN

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 Sir.

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 the building. Falling down,

HAWKEYE finds the MOMENTUM and SWINGS himself into a building

and CANNONBALLS in.

MANHATTAN

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.

HELICARRIER DECK

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 (AKA GARY)

7 ALPHA 11, confirmed. Prepare to

takeoff.

He ignites his engine.

HELICARRIER BRIDGE

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!

HELICARRIER DECK

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

Loud 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.

MANHATTAN

IRON MAN fights off as many CHITAURI SOLDIERS as he sustains.

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.

SKY

7 ALPHA 11(AKA GARY) 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(AKA GARY)

The destination is in 2 minutes, 30 seconds

mark.

MANHATTAN

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

Are you ready for another bout?

CAPTAIN AMERICA

What? Are you getting' sleepy?

LOUD TOWER

Selvig, back in scientist mode, CLACKS away at his laptop.

He nods. 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!

MANHATTAN

CAPTAIN AMERICA

Do it!

IRON MAN (V.O.)

No, wait!

CAPTAIN AMERICA

Loud, these things are still coming!

INSIDE THE SUIT

LINCOLN

I got a nuke coming in, it's gonna blow in less than a minute. And I know just where to put it.

SKY

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 the sky, towards the portal.

INSIDE THE SUIT

CAPTAIN AMERICA (V.O.)

Loud, you know that's a one-way trip?

LINCOLN

(TO JARVIS)

Save the rest for return, J.

JARVIS

Sir. Shall I call Miss Wolf?

IRON MAN

You might as well.

LOUD JET

AMANDA, along with her crew, watches on T.V., in horror, the destruction in NEW YORK. On the table, her cell is VIBRATING,

with Lincoln's picture on it.

HELICARRIER BRIDGE

Back in the bridge, every single agent holds their breath as

they too watch IRON MAN fly up into the portal.

SKY

IRON MAN climbs higher and higher over the city, gaining speed,

suddenly flings himself through the portal. Communications die.

The suit begins to freeze. Lincoln looks in horror.

HELICARRIER BRIDGE

Every single agent CHEERS. Fury smiles. He tries to communicate with lincoln. NOTHING.

IN THE VASNASS SPACE

We then see Lincoln'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 let's 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.

MANHATTAN

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.

LOUD TOWER

Still holding the scepter in hand, BLACK WIDOW shifts around,

waiting.

BLACK WIDOW

Come on, Loud...

MANHATTAN

Thor and Cap see the supernova coming towards them. Thor nods to

Cap.

CAPTAIN AMERICA

(to BLACK WIDOW)

Close it.

LOUD TOWER

Without hesitating, BLACK WIDOW pulls the scepter out, the

TESSERACT turns off its energy beam. The PORTAL QUICKLY CLOSES.

A SMALL FIGURE is hurled back into the open now closed portal. IRON MAN. Plummeting to the earth.

MANHATTAN

CAPTAIN AMERICA

(SMILING)

Son of a gun!

TIGHT ON IRON MAN: He keeps falling. And falling. And falling.

MANHATTAN

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.

BRIDGE STREET

HULK throws IRON MAN off him. Thor and Cap run over to him. Thor

RIPS off Lincoln's helmet. He appears to be dead. They stand around not sure. Then... THE HULK YELLS IN FURY. THE NOISE STARTLES

LINCOLN AWAKE.

LINCOLN

What the hell? What just happened?

Please tell me nobody kissed me?

CAPTAIN AMERICA

(A BEAT)

We won.

LINCOLN

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 LoudTower)

We're not finished yet.

A beat.

LINCOLN

And then shawarma after.

LOUD PENTHOUSE

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.

SHIELD ANALYTICAL ROOM

In the 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.

CENTRAL PARK

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. Lincoln opens the Tesseract's case.

Banner takes it out and places it 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 sports car. Clyde rides away in his Harley. Natasha and Clint climb back into SHIELD cars. They all part. For now.

SHIELD ANALYTICAL ROOM

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.

HELICARRIER BRIDGE

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

Are 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.

LOUD PENTHOUSE

LINCOLN AND AMANDA UNVEIL A NEW DESIGN FOR LOUD TOWER. showing the letters for "LOUD TOWER" have been blown

away, and all that remains is a giant A for Amanda.

THE END