"Time. Space. Reality. It's more than a linear path. It's a prims of endless possibility. Where a single choice can branch out into infinite realities. Creating alternate worlds from the ones you already know. I am your guide throughout all of these vast new realities. Follow me, and we'll journey into the unknown and ponder the question..."

"What if...?"

Months after Gwen Stacy's death, Peter is now at a secret NASA S.H.I.E.L.D. base, where Coulson has ordered an evacuation after the tesseract became unstable, as Fury comes in on a helicopter. He lands and exits the chopper and sees Coulson and Peter waiting for him.

"On Earth-616, in under one week, three strange and separate stories unfolded. A genius battled his demons both inside and out, while the world met the monster hiding in the man. And a godly prince fell to Earth. But what if there was a world where the Avengers never existed? What if Tony Stark never became Iron Man? What if Bruce Banner never became the incredible Hulk? What if Thor did come to Earth, but had no way back? What if Captain America was never discovered? What if Natasha Romanoff was too busy to help? Who would be left to save the world? I'll tell you who..."

"How bad is it?" Fury asks them.

"That's the problem, sir..." Coulson starts and looks to Peter.

"We don't entirely know." Peter says.

They walk through the halls explaining the situation as Hill comes and joins them.

"Dr. Selvig had an energy serge from the tesseract about four hours ago." Peter explains.

"NASA didn't authorize him to go into test phase." Fury says.

"He wasn't testing it; he wasn't even in the room. Spontaneous event." Coulson states.

"So, It just turned itself on?" Hill asks.

"Where are the energy readings now?" Fury asks.

"Climbing. When Selvig couldn't shut it down, and Peter's tingle started screaming like church bells in his head, we ordered an evacuation." Coulson tells them.

"How long until we get everyone out?" Fury asks.

"An half hour, maybe less." Peter says. "Do better." Fury tells them and they leave.

Fury and Hill make their way to the tesseract. "Sir, evacuation may be feudal." She tells him.

"We should tell them to go back to sleep?" Fury asks her.

"If we can't control the tesseract, there may not be a safe distance." Hill replied.

"I need you to make sure Phase 2 prototypes are shipped out." He tells Hill.

"Sir, is that really a priority right now?" She asks.

"Until such times as the world ends, we will pretend like it continues to spin on." Fury tells her. "Clear out the tech below. Everything to do with Phase 2 on a truck and gone."

"Yes, Sir." Hill says and leaves.


Fury walks into the room and sees Selvig working and another prodding the tesseract in its container built by Peter.

"Talk to me doctor." Fury tells Selvig.

"Director." Selvig calls him over as he walked up to the eye patched man.

"Anything we know for certain?" Fury asks.

"The tesseract is misbehaving." Selvig states.

"Is that supposed to be funny?" Fury questions.

"No, it's not funny at all. She's not just active, she's...behaving." Selvig tries to explain.

"How soon before we can pull the plug?" Fury asks.

"She's an energy source. We turn off the power, she turns it back on. She reaches peak level." Selvig explains to him.

"We're prepared for this, Doctor. Harness every from space."

"We don't have the harness." Selvig says as he walks back to the computer. "My calculations are far from complete. Nothing harmful. Low levels of gamma radiation."

Fury looks to him with a worried look. "That could be harmful. Where's Agent Barton?"

"The hawk? Up in his nest as usual." Selvig points above him.

Fury uses his radio to call him down. "I put you on this assignment to keep a close eye on this thing.

"Well, like the kid, I see better from a distance." Clint explains.

"You see anything that could've set this thing off?" Fury asks him as they walk up to the tesseract.

"Doctor, it's spiking again." They hear a scientist say.

"No one's come or gone, Selvig's clean, no contacts. If there was any tampering, it wasn't from this end." Clint says.

"This end?" Fury asks, confused.

"Yeah, the cube, it opens a doorway through space. Doors open from both sides." Clint says as the tesseract starts glitching and a portal gets blasted at the end of the room and a man appears with a scepter.

S.H.I.E.L.D. men approach him with their guns pointed at him. "Sir, please put down the sphere!" Fury yells.

The man stands up and shoots a blast at them. Clint grabs Fury and moves out of the way from the blast as the men starts shooting at him and he makes quick work of them with his scepter. Clint tries shooting him and he stops Clint.

"You have heart." He states as he places the scepter to Clint's chest and his eyes glow blue.

Fury makes his way to the tesseract as the man starts controlling the remaining S.H.I.E.L.D. men. Fury starts leaving with the tesseract. "Please don't." The man says. "I still need that."

"This doesn't have to get any messier." Fury tells him.

"Oh, yes it does. I have traveled far for anything else." He states. "I am Loki...Of Asgard. And I am burdened with a glorious purpose." Loki says.

"We have no burden with your people." Fury tries to cooperate with him.

"An ant has no burned with the boot." Loki states.

"Are you planning to step on us?" Fury asks.

"I come with glad tidings. Of a world made free." Loki says, moving towards Selvig.

"Free from what?" Fury asks.

"Freedom. Freedom is life's great lie. Once you know that, in your heart..." he turns around and controls Selvig with the scepter, "...you will know peace." Loki finishes as Clint looks up at the energy from the tesseract on the ceiling.

"Yeah, you say peace, I think you mean the other thing." Fury says.

"Sir, Director Fury is stalling. This place is about to blow. Drop a 100ft of rock on us. He tends to burry us." Clint states.

"Like the pharaohs of old." Fury says.

"He's right, the portal is collapsing in on itself. We've got about 2 minutes before this goes critical." Selvig says, looking at the computers.

"Well then." Loki says as Clint shoots Fury and they leave with the tesseract.


Peter is helping Hill load up the trucks as his senses go off and he turns to see Clint and Selvig with a few a few agents and a man he's never seen before.

"We need these vehicles." Clint says to them as they headed towards them.

"Hey, who's that?" Peter asks, pointing to Loki.

"He didn't tell me." Clint coldly states to Peter and he starts walking away slowly as their radios go off.

"Hill. Parker. Do you copy?" They hear Fury asks. "Barton has turned."

They hear him say and Peter grabs Hill and moves her out of the way of Clint's shots. They try shooting back as they start driving off. Peter starts shooting his webs and he misses, since Clint knows his training and could dodge his attacks.

"They have The tesseract. Shut them down!" They hear Fury tell them and they take off to stop them.

The entire base starts collapsing as it becomes a race to get out as part of the roof tumbles on top of them. Fury flies in a helicopter and tries shooting them, and it fails as Loki uses the scepter to take it down an Fury crashes.

"Sir?" Coulson asks, wondering who else survived.

"The tesseract is in enemy hands. I've got men down." Fury says.

"Hill? Parker?" He asks in fear.

"There's a lot of men still under." Hill states.

"Were not sure how many survivors." Peter states.

"I want everyone not working on rescue, looking for that briefcase." Fury tells them.

"Rodger that." Hill says.

"Coulson, return to base. As of right now, we are at war." Fury says.

"What do we do?" Peter asks.

Fury thinks for a second and knows it's time...

"Parker, it's time you took a trip." Fury tells him. "It's time to bring the team together."

"The Avengers?"

"Close enough." Fury supposed.


"Nick Fury already had a Plan B in affect of the Avengers Initiative was never able to take off. You've already met s few of them. A woman with the powers of a Tiger, cousin of the Panther. A child with indestructible skin and super strength. A woman who could pass through every object imaginable. Another two who were best friends, one able to stretch herself to incredible lengths and another who could connect with squirrels. And a woman with serious anger management issues, and two deadly class in her fists, and another in her toes. And their leader, the greatest hero to ever see the light of say. Agent S. But there were others on that list of heroes. Get ready, for you are about to meet the full cast of backup heroes. You're about to meet...The A-TEAM."

"As for me, these are my stories. I observe all that transpires here, but I do not interfere, cannot stop fate, can't do anything but observe. For I am..."

"The Watcher."