It all begins here

by jacquisup

It's time for trouble to start which means time for the team to come.

1. The Avengers

6/19/22

Burning blue flames. A smoky cube called the Tesseract shape emerged.

At a throne room in space kneeling behind a throne, The Other bowed.

"The Tesseract has awakened. It is on a little world. A human world. They would wield its power,..." The Other said facing Loki and handed him the Chitauri scepter fitted with a blue gem encircled with silver blades. "But our ally knows its workings as they never will. He is ready to lead. And our force, our Chitauri, will follow." he said and tens of thousands of Chitauri stood ready in a seething mass of neat rows and columns and the ground simply quakes. "The world will be his. The universe yours. And the humans, what can they do but burn?"

Out in the New Mexico desert, a remote research facility was in a state of panic. It's an evacuation and a swooping helicopter flew in.

Men in suits ran around, soldiers on foot jumped onto Humvees, accelerating the hell out of there and a voice bellowed from hidden loudspeakers.

Standing a few yards from the landing pad, peered at the helicopter as it landed was Agent Coulson.

Walking out of the helicopter was Hill and following her was Fury climbing out approaching him.

"How bad is it?" Fury asked.

"That's the problem, sir. We don't know." Coulson said.

Later Coulson lead Hill and Fury through the radiation section of the facility. Hundreds of technicians and other staff ran around, taking only the essentials.

"Dr. Selvig read an energy surge from the Tesseract four hours ago." Coulson said.

"NASA didn't authorize Selvig to test phase." Fury said.

"He wasn't testing it, he wasn't even in the room. Spontaneous advancement."

"It just turned itself on?" Hill said.

"What are the energy levels now?" Fury asked.

"Climbing. When Selvig couldn't shut it down, we ordered the evac." Coulson said.

"How long to get everyone out?"

"Campus should be clear in the next half hour."

"Do better." Fury said and they kept heading down to Radiation Facility floor.

"Sir, evacuation may be futile." Hill said.

"We should tell them to go back to sleep?"

"If we can't control the Tesseract's energy, there may not be a minimum safe distance."

"I need you to make sure that PHASE 2 prototypes are shipped out."

"Sir, is that really a priority right now?"

"Until such time as the world ends, w will act as though it intends to spin on. Clear out the tech below. Every piece of PHASE 2 on a truck and gone."

"Yes, sir." she said. "With me." she said to standing agents.

Soon they were at a NASA Space Radiation Facility, Vacuum Chamber.

Fury entered the lab facility where the Tesseract was being held by a compact muon solenoid coil chamber.

"Talk to me, doctor." he said and Dr. Erik Selvig emerged from behind the CMS machine, concerned.

The Tesseract was glowing unusually brighter and flare rings shot out at random.

"Director." Selvig said.

"Is there anything we know for certain?" Fury asked.

"Tesseract is misbehaving."

"Is that supposed to be funny?"

"No, it's not funny at all. The Tesseract is not only active, she's...misbehaving."

"How soon until you pull the plug?"

"She's an energy source. If we turn off the power, she turns it back on. If she reaches peak level..."

"We've prepared for this, doctor. Harnessing energy from space."

"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."

"That can be harmful. Where's Bishop?"

"The Hawk? Up in her nest, as usual."

Kate Bishop was dressed in black tactical gear up on the railings watching them below, Fury called her on his earpiece.

"Agent Bishop, report." he said and Kate rappelled down from the catwalk and walked up to him.

Then they walked around the facility in a discreet manner.

"I gave you this detail so you could keep a close eye on things."

"Well, I see better from a distance." Kate said.

"Are you seeing anything that might set this thing off?"

"Doctor, it's spiking again." a NASA scientist said to Selvig.

"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." Kate said.

"At this end?" Fury asked.

"Yeah, the cube is a doorway to the other end of space, right? The doors open from both sides."

Selvig clacked away at the keyboard and saw on the monitoring his worst nightmares. Suddenly the Tesseract thundered and shook the entire facility. Big enough where both Hill and Coulson could feel and are at different ends of the facility.

The flaring rang and glow of the cube spout out brighter and louder, like a boiling pot of water. The Tesseract's energy built up into a beam much like the Bifrost Bridge, which hit at the end of a platform that was wired to the CMS device. The great maelstrom beam fired the Tesseract energy then formed a Vortex, opening up a portal. A Black Hole was created. From the portal, the blackness of Space appeared and a gust of blue energy clouds fill the room, blinding everyone.

The Tesseract's energy formed into a cloud that reached to the top the facility's vacuum chamber ceiling. It's abnormally quiet. Then heavy breathing was heard from the platform. SHIELD guards slowly approach, weapons in hands. A figure was kneeling on the platform, smoke coming off it. It's Loki smiling in his mischievous manner, and he raised his head. The smile died down and he looked deep into the eyes of Fury, Kate and Selvig. Then he stood up, holing the scepter.

"Sir, please put down the spear!" Fury and and Loki looked at his spear then suddenly pointed it at them standing and shot out a blue exploding light towards them.

Kate tackled Fury and they both barely missed Loki's fired shot.

Machine gun fire was shot at Loki, but the bullets bounce off him. He jumped high from the platform and attacked 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.

Kate tried to stand up and Loki quickly walked towards her. She raised her gun, but he grabbed her hand.

"You have heart." Loki said and pointed the head of his spear at her head causing her eyes to suddenly glow Black.

The ability to control Kate's mind was now in his hand. Kate put her piece away and stood straight.

As Loki was busy using his abilities to control the minds of several S.H.I.E.L.D. personnel, Fury took the Tesseract, placing it back into its case and tried to leave the lab.

"Please don't. I still need that." Loki said.

"This doesn't have to get any messier." Fury said turning.

"Of course it does. I've come too far for anything else. I am Loki of Asgard, and I am burdened with glorious purpose."

"Loki? Brother of Jane?" Selvig said.

"We have no quarrel with your people." Fury said.

"An ant has no quarrel with a boot."

"You planning to step on us?"

"I come with glad tidings, of a world made free." Loki said.

"Free from what?"

"Freedom. Freedom is life's great lie. Once you accept that, in your heart..."

Like a gunslinger, Loki turned to face Selvig standing behind him and put his spear against Selvig's heart and Selvig's eyes glow black.

"You will know peace." Loki said.

"Yeah, you say peace, I kind of think you mean the other thing." Fury said.

From the vacuum chamber ceiling, Tesseract's energy cloud rapidly built into what may be an implosion.

"Sir, Director Fury is stalling. This place is about to blow. Drop a hundred feet of rock on us. He means to bury us." Kate said.

"Like The Pharaohs of Odin." Fury said.

"He's right. The portal is collapsing in on itself. You got maybe two minutes before this goes critical." Selvig said.

"Well, then..." Loki said and looking at Kate, who didn't even hesitate, shot Fury and he fell to the ground.

Then she grabbed the case containing the Tesseract and left the lab with Loki, Selvig and the other S.H.I.E.L.D personnel Loki was controlling.

Later at P.E.G.A.S.U.S Bunker Loki, Kate, Selvig and the other S.H.I.E.L.D personnel were in the parking lot of the facility, quickly gathering certain weapons. Agent Hill watched in confusion, referring to Loki.

"Need these vehicles." Kate said pointing to the Loki team.

"Who's that?" Hill asked.

"He didn't tell me."

Hill looked suspiciously at them as they got into the truck and turned to leave, as she's walking away...

"Hill, do you copy?!" Fury asked through the walkie talkie and Loki and Kate sharply looked at Hill.

Back at the lab Fury was sitting up, pulling out the bullet, breathing heavily.

"Bishop is..." Fury said.

Back at the bunker Hill turned to shoot at Kate, but Kate was already pointing her gun at her, started shooting, moved the driver's seat of the truck and drove off as Hill kept shooting.

Back at the lab Fury was holding his side, running.

"He's got the Tesseract! Track it down! The energy is really brewing a fucking shit storm from the vacuum chamber ceiling." he said.

Back at P.E.G.A.S.U.S Bunker tunnel Hill slipped into a jeep and followed after Kate's truck. Loki's trucks screech across the tunnel and several SHIELD trucks pulled up to them. A drive-by shooting ensues.

Loki, stood on top of the bed of the truck, used his scepter and emitted energy blasts, flipping over SHIELD trucks.

Then they got in, the cars roar out after them and Hill put herself at a distance.

At the facility floor Fury raced out of the hallway, avoiding falling pipes. The entire facility was in a full earthquake.

Meanwhile at another part Coulson and several SHIELD agents fell down the steps, dropping silver eases of information and attempt to grab them.

"No! Leave it!" Coulson said and they ran out of there.

At the tunnel Hill's Jeep roared out of a side of Kate's truck and pulled up alongside them on the left. She went way ahead and pulled her brake, swerving into a 360, facing Kate's truck and driving in reverse.

Then Kate's arms reached out the open window and open fired and Hill shot her windshield opening fire on her.

On a van Coulson jumped into a SHIELD Van.

"You're clear, sir! You need to go!" he said on his walkie talkie.

Meanwhile Fury bolt out of the facility and jumped into a helicopter. The surface of the pad gave way, plunging the helicopter through the surface but Fury's chopper barely made it out.

At the tunnel in a chase and drive-by sequence, Kate pushed the pedal harder, causing Hill's Jeep to wobble out and put her back behind.

At the radiation facility chamber the Tesseract's energy cloud now shrunk into a small ball of white light.

A cloud of blue light consumed the entire facility and parts of the desert. Fury watched from below, a rapid build-up into what may be an implosion.

Several miles away, Coulson's van felt a Jolt of the Tesseract's blast wave. The entire facility swallowed into itself, a terrifying, unimaginable implosion.

At the tunnel the blast wave of the Tesseract caused the tunnel to cave it.

Like an ocean wave, blinding crumbles of falling rock, fall onto Hill's Jeep, leaving her nearly trapped under this blanket of rock.

On Kate's truck, they escape the tunnel and drove into the desert landscape. Fury's helicopter roared over her truck.

Loki looked up.

From the chopper's door, it slid open and Fury stood there, holding a gun, shooting at Kate's, giving an honoring image of Jules Winnfield.

Loki looked at Fury and in a fit of rage, points his scepter shot out the blue light. The chopper caught on fire, going down in a fiery ball. Fury, like the boss he is, jumped out and touched down onto the desert floor. The chopper barreled along the ground.

Fury, coming back to his senses, Fires at Loki, but they're too far and too late. Loki looks back, smiling. Fury stands there, Mind Reeling. Then...

"Director? Director Fury, do you copy?" Coulson and on the walkie talkie.

"The Tesseract is with the hostile force. I have men down. Hill?" Fury said.

At the tunnel Hill climbed out of her Jeep.

"A lot of men still under, don't know how many survivors." she said.

Back at the desert.

"Sound the general call. I want every living soul not working rescue looking for that brief case." Fury said.

"Roger that." Hill said on the walkie talkie

"Coulson, get back to base. This is a LEVEL SEVEN. As of right now, we are at war."

"What do we do?" Coulson asked on the walkie talkie

Fury stood there thinking then looked up.

In Russia, Solenski Plaza, 3rd Floor.

Out in the outskirts, near a railroad, a still in construction building was being occupied by Georgi Luchkov along with his Thugs.

A tall Thug was in the middle of a brutal beating on Cassie, a spy. He Backhanded her face and she felt the pain, but didn't breakdown.

Luchkov, smiling, walked up to her.

"This is not how I wanted the evening to go." he said.

"I know how you wanted this evening to go. Believe me, this is better." Cassie said.

"I'd like to know why they sent you to carry out a carrier, a stained glass and other random items."

Tall Thug rocked her chair back, balancing her off the edge of an open floor scaring Cassie.

"I thought General Soholob was in charge of the export business."

"Soholob? Your reputation is quite a progression. The Famous Stinger. Nothing but a pretty face."

"You really think I'm pretty?"

Luchkov slowly walked over to a table filled with tools and picked up a pair of pliers. Tall Thug opened up her mouth wide open.

"We do not need the Lermontov to transfer the tanks. Tell him, well,..." he said. "You may have to write it down."

Suddenly, Weaselly Thug's cell rang.

"Ya?" he said confused. "It's for you." he said and looked at Luchkov.

Luchkov took the phone, pissed.

"Who the hell is..." he said.

"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." Coulson said.

Luchkov put the cell phone against Cassie's ear seeing how she's tied to a chair with her hands tied behind her back.

"We need you to come in."

"Are you kidding? I'm working!" Cassie said.

"This takes precedence."

"I'm in the middle of an interrogation and this moron is giving me everything."

"I don't give everything." Luchkov said and Cassie gave him a look.

"Look, you can't pull me out of this right now."

"Cassie. Bishop's been compromised." Coulson said.

"Let me put you on hold." she said and nodded to Luchkov.

As Luchkov came to take the phone off her, she hit him with her leg and Headbutt him. Then she stood up elegantly and started attacking tall Thug by Kickboxing him in the face.

Still tied, she rolled over Weaselly Thug after she tripped him.

Then she stomped on Tall Thug foot with peg of the chair, then knocked him out with her head.

After that she flipped over and fell down hard on Weaselly Thug, breaking the chair. Then she saw Tall Thug stand.

Giving her momentum, she ran at him Drop Kicking him, fell down and flipped right back up and wrapped her legs around his neck and knocked him out cold.

Then she grabbed Luchkov, wrapped his leg around with a hanging chain and dropped him down the open floor, dangling. After that she picked up the phone and her heels, like a boss.

"Where's Bishop now?" Cassie asked.

"We don't know." Coulson said.

"But she's alive."

"We think so. I'll brief you on everything when you get back. But first, we need you to talk to the big girl."

"Coulson, you know that Keener trusts me about as far as he can throw me."

"No, I've got Keener. You get the big girl."

"Bozhe moi."

In Indian Slum a little girl ran through the crowd, trying to force a way through.

At a tiny shack the little girl ran up the steps, only to be stopped by an attending woman. Then, the little girl saw her.

Jennifer Walters, their local doctor.

"What are doing here?! Get out! You shouldn't be here!" an attending woman said.

"I have to see the doctor! It's my father!" the little girl said.

"Calm down. What's wrong?" Jennifer said.

"My father..." the little girl said and Jennifer looked behind her seeing how the girl was staring at a few people, lying down, looking very sick.

"Is he like them?" she said and the little girl held out all the money she has in the world.

"Please."

A few minutes later Jennifer and the little girl hastily ran nearly to the edge of town. The little girl got ahead of herself. Jennifer saw local government car and turned around, blocking any view of her.

Then Jennifer quickly followed the little girl inside her house. As Jennifer walked in, the little girl escaped through the window leaving Jennifer standing there like a dumbass.

"Should have got paid up front, Walters." she said.

Then Cassie appeared from behind the curtains and Jennifer turned around, quietly.

"You know, for a woman who's supposed to be avoiding stress, you picked a hell of a place to settle." Cassie said.

"Avoiding stress isn't the secret." Jennifer said.

"Then, what is it? Yoga?"

"You brought me to the edge of the city, smart. I uh... assume the whole place is surrounded?"

"Just you and me."

"And your actress buddy, is she a spy too? Do they start that young?"

"I did."

"Who are you?"

"Cassie Lang."

"Are you here to kill me, Miss Lang? Because that's not gonna work out for everyone."

"No. No. Of course not. I'm here on behalf of SHIELD."

"SHIELD. How did they find me?"

"We never lost you, doctor. We've kept our distance, even helped keep some other interested parties off your scent."

"Why?"

"Nick Fury seems to trust you. But now I need you to come in."

"What if I said no?"

"I'll persuade you."

"And what if the... other girl says no?"

"You've been more than a year without an incident. I don't think you wanna break that streak."

"I don't always get what I want."

"Doctor, we're facing a potential global catastrophe."

"Well, those I actively try to avoid."

"This is the Tesseract. It has the potential energy to wipe out the planet." Cassie said and showed Jennifer a photo of the Tesseract on her cell phone and Jennifer took a closer look.

"What does Fury want me to do? Swallow it?"

"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."

"So Fury isn't after the monster?"

"Not that he's told me."

"And he tells you everything?"

"Talk to Fury, he needs you on this."

"He needs me in a cage?"

"No one's gonna put you in a..."

"STOP LYING TO ME!"

The thunderous tone in her voice made Cassie quickly grab her gun and point it at Jennifer, but something was now off in the atmosphere. Jennifer stood straight up, smiling.

"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? Cassie..."

Cassie, still wary, didn't lower her gun. Then she lowered her gun.

"Stand down. We're good here." she said on her earpiece.

Outside the little girl's Shack dozens of SHIELD agents were surrounding the shack outside.

Back at the little girl's shack Jennifer looked at Cassie, charming a smile at her.

"Just you and me?" Jennifer said and Cassie fidgeted now that she exposed her guard down.

At SHIELD Analytical Room Fury was facing several large monitors as he as a conference with members of the World Security Council.

"This is out of line, Director. You're dealing with forces you can't control." World security council 1 said.

"You ever been in a war, Councilman? In a firefight? Did you feel an overabundance of control?" Fury asked.

"You saying that this Asgard has declared war on our planet?"

"Not Asgard. Loki."

"He can't be working alone. What about the other one? His brother." World security council 2 said.

"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."

"Which is why you should be focusing on phase 2, it was designed for exactly..." World security council 1 said.

"PHASE 2 isn't ready, our enemy is. We need a response team."

"The Avengers Initiative was shut down."

"This isn't about The Avengers."

"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."

"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."

"You believe?" World security council 2 said.

"War isn't won by sentiment, Director." World security council 1 said.

"No, it's won by soldiers."

At Queens' Gym Peter was punching a bag. With every swing, he tried to fight off and repress memories.

"The itsy-bitsy spider went up the water spout down came the goblin and took the spider out." Green Goblin said.

"Goblin, what have you done?" Peter asked.

"Spider-Man! This is why only fools are heroes. Because you never know when some lunatic will come along with a sadistic choice: Let die the woman you love or suffer the little children."

"Spider-Man! Save us! Save us!" kids said.

"Make your choice, Spider-Man. and see how a hero is rewarded."

"Don't do it, Goblin!" Peter said.

"We are who we choose to be. Now, choose!"

"No!"

"Everybody stay still! Ahoy up there! We're gonna bring the barge right under you."

"He's coming back!" MJ said.

"Listen. I need you to climb down." Peter said.

"I can't."

"Yes, you can! MJ, you can do it. You have to. Trust me. Hold on tight and go quickly. Hurry!"

"I can't. I can't do it."

"Hang on, Mary Jane!"

"He's not gonna make it." someone said.

"He's gonna make it! It's time to die. Come on up here dumb guy." someone else said.

"I got a little something for ya. Leave Spider-Man alone. You gonna pick on a guy trying to save a bunch of kids? You mess with Spidey, you mess with New York! You mess with one of us, you mess with all of us!" a citizen said.

"Spider-Man, watch out!" MJ said.

"Misery, misery, misery. That's what you've chosen. I offered you friendship and you spat in my face." Green Goblin said. "You've spun your last web, Spider-Man. Had you not been so selfish, your little girlfriend's death would have been quick and painless. But now that you've really pissed me off l'm gonna finish her nice and slow. MJ and I we're gonna have a hell of a time."

"Peter, stop! Stop! It's me." Norman said.

"Mr. Osborn." Peter said.

"Peter, thank God for you."

"You killed those people on that balcony."

"The Goblin killed! I had nothing to do with it! Don't let him take me again. I beg you. Protect me."

"You tried to kill Aunt May. You tried to kill Mary Jane."

"But not you. I tried to stop it. But I couldn't stop it. I would never hurt you. I knew from the beginning if anything ever happened to me, it was you I could count on. You, Peter Parker, would save me, and so you have. Thank God for you. Give me your hand. Believe in me as I believed in you. I've been like a father to you. Be a son to me now."

"I have a father. His name was Ben Parker."

"Godspeed, Spider-Man. Oh." Green Goblin said.

"Peter. Don't tell Harry." Norman said.

Back at the gym Peter's rage kept building as he punched the bag.

At his waterfront lab, Otto held up the extra tritium he just got from Harry, and prepared to put it in the containment field.

"Hey! Hey! I'm talking to you! You got what you needed for your little science project, now let me go." MJ said.

"I can't let you go, you'd bring the police. Not that anybody could stop me now that Spider-Man's dead." Otto said.

"He's not dead. I don't believe you."

"Believe it."

"Surprise." Peter said. "As soon as you get free..."

"I should have known Osborn wouldn't have the spine to finish you!"

"Shut it down, Ock. You're going to hurt a lot more people this time."

"Well, that's a risk we're willing to take."

"Well, I'm not." Peter said. "Hang on, Mary Jane!" he said. "Run!"

"Let's see you scurry out of this."

"Now what?"

Otto, sitting in a puddle, opened his eyes; the arm he used to hold Peter up weakly rose, then dropped into the water and Peter turned to him.

"Dr. Octavius." Peter said and approached Otto who recognized his voice and looked at him in surprise; Peter removed his mask. "We have to shut it down. Please tell me how."

"Peter Parker. Brilliant, but lazy." Otto sad.

"Look at what's happening. We must destroy it."

"I can't destroy it." Otto said and glanced at the reactor as it sucked up more of the building, then shook his head. "I won't!" he said and his crippled arm rose again and furiously grabbed Peter around the throat with the arm.

"You once spoke to me about intelligence, that it was a gift to be used for the good of mankind."

"A privilege." Otto said trembling at these words.

"These things have turned you into something you're not." Peter said."Don't listen to them." he said and Otto glanced at his arms, which made clicking and hissing sounds.

"It was my dream."

"Sometimes, to do what's right, we have to be steady, and give up the thing we want the most, even our dreams."

"You're right." Otto said knowing Peter was making a good point. "He's right." he said and the arms screech in outrage. "Listen... listen to me now." he said and the arms kept expressing their disagra"Listen to me now!" he said and Peter smiled, now that Otto freed himself from the arms' influence.

Then the arm let go of Peter's throat and returned to its master.

"Now, tell me how to stop it." Peter said.

"It can't be stopped. It's self-sustaining now."

"Think!"

"Unless..." Otto said and thought of something. "The river. Drown it." he said and Peter turned towards the reactor; Otto grabbed his wrist with one of his mechanical arms. "I'll do it." he said, got up and out of the puddle and moved toward the reactor, stopping to cast one last glance at Peter, then headed towards the reactor.

Peter glanced towards at MJ, who was amazed that he was able to help Otto regain his sanity; just then the giant wall started falling on her.

"NAAAA-AAAUUUGH!" Peter said as MJ was about to be flattened by a giant wall and he caught it, grinned at her. "Hi."

"Hi." MJ said.

"This is really heavy. M.J. In case we die..."

"You do love me."

"I do."

"Even thought you said you didn't." she said and he crawled to her in the web. "I think I always knew, all this time, who you really were."

"Then you know why we can't be together. Spider-Man will always have enemies. I can't let you take that risk. I will... always be Spider-Man. You and I can never be."

Then Peter closed his eyes and went at the bag harder.

"Go get them tiger." MJ said.

Then Peter opened his eyes and tore the bag as the last memory kicked in.

"There are over 32,000 known species of spider in the world. They're in the order Araneae, divided into three suborders." the guide said.

"That's amazing! This is the most advanced electron microscope in the eastern seaboard. It's unreal." Peter said.

"Arachnids from all three groups possess varying strengths which help them in their constant search for food. For example, the Delena spider, family Sparassidae has the ability to jump to catch its prey."

"For the school paper?"

"Next, we have the net web spider, family Filistatidae genus Kukulcania. It spins an intricate funnel shaped web whose strands have a tensile strength proportionately equal to the type of high tension wire."

"Leave him alone." Harry said.

"Or what?" Flash's Crony asked.

"Or his father will fire your father." Flash said. "What's Daddy gonna do? Sue me?"

"What is going on? The next person who talks will fail this course. I kid you not." the teacher said.

"This grass spider..." the guide said.

"Let's go."

"...hunts using reflexes with nerve-conduction velocity so fast that some researchers believe it almost borders on precognition."

"Those guys are jerks." Peter said.

"...an imminent awareness of danger a spider-sense."

"Hey, look at that spider." Harry said.

"Some spiders change colors to blend into their environment. It's a defense mechanism." Peter said.

"Peter, what makes you think I'd want to know that?"

"Who wouldn't?"

"Over five painstaking years, Columbia's genetic research facility has..." the guide said.

"You gonna talk to her now?" Harry asked.

"Oh, no. Come on. You talk to her." Peter said.

"With these DNA blueprints, we have begun what was once thought impossible." the guide said.

"Disgusting." MJ said.

"Yeah, hateful little things." Harry said.

"I love them!"

"Yeah, me too." he said. "You know, spiders can change their color to blend into their environment."

"Really?"

"Yeah, it's a defense mechanism."

"Cool."

"...transfer RNA to encode an entirely new genome combining the genetic information from all three into these 15 genetically designed super-spiders." the guide said.

"There's 14." MJ said.

"I beg your pardon?"

"One's missing."

"Yeah." Harry said.

"I guess the researchers are working on that one." the guide said.

"Do you know that this is the largest electron microscope on the eastern seaboard?" Harry asked.

"You were talking throughout that woman's entire presentation. Let's talk about how we listen. I don't know what it's like at those fancy private schools, but at Midtown High..." the teacher said.

"Hey, Could I take your picture? I need one with a student in it." Peter said.

"Sure, yeah." MJ said.

"Great."

"Where do you want me? Over here?"

"Yeah, that's great."

"Don't make me look ugly."

"That's impossible." he said. "Perfect.

"Is that good?" she asked.

"Great. That's great."

"MJ, let's go!" MJ's friend said.

"Wait. Thanks!" he said.

Suddenly he was bit.

"Ow!" he said.

"Parker, let's do it." the teacher said.

Then Peter tore the bag open, off its chain, spilling out the sand. Then he stood, breathing hard, letting out a years of over repressed feeling.

After taking a few breathers, he picked up another punching bag, laying next another dozen bags, hooked it up and started punching again while Fury walked in.

"Trouble sleeping?" Fury said.

"I had these for six years, sir. I think I've had my fill after the bite." Peter said.

"Then you should be out, celebrating, seeing the world."

Peter stopped punching and walked over to the bench, unraveling the tape off his hands and sat down.

"I was seventeen when I became Spider-Man thanks to Oscorp and like I said, I've been saving Queens for six years." he said.

"We've made some mistakes along the way. Some very recently."

"You here with a mission, sir?"

"I am."

"Trying to get me back in the world even though Spider-Man is still there?"

"Trying to save it." Fury said and handed Peter a file on the Tesseract, along with other files on HYDRA'S projects.

Peter had heard about HYDRA multiple times over the years.

"Hydra's secret weapon."

"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."

"Who took it from you?"

"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."

"At this point, I doubt anything would surprise me."

"Ten bucks says you're wrong. There's a debriefing package waiting for you back at your apartment." Fury said while Peter turned and picked up a punching bag and started walking out of the gym. "Is there anything you can tell us about the Tesseract that we ought to know now?"

"You should have left it in the ocean."

Out in the Atlantic Ocean, Harley Keener was in his Iron Man suit cutting a Pipeline Transport with a laser cutter coming from his hand. Then he put a Stark Energy Reactor and it lit up. Then he rocketed out of the water and flew towards Stark Tower.

After Tony dying from his reactor a few years ago he left everything Harley and now has the company.

After he took it Pepper left so now Harley's girlfriend Sarah works with him.

"You're good on this end. The rest is up to you."

"You disconnected the transition lines? Are we off the grid?" Sarah asked on the other line.

Inside the suit Sarah appeared on his hud monitor.

"Stark Tower is about to become a beacon of self-sustaining clean energy." Harley said.

"Wow. So maybe our reactor takes over and it actually works?"

"I assume. Light her up."

As he flew to the Tower building, the power was switched on and the Stark sign lit up.

"How does it look?" Sarah asked.

"Like Christmas, but with more... me." Harley said.

"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."

"Sarah, you're killing me. Remember? Enjoy the moment."

"Then get in here and I will."

Then Harley arrived at his skyscraper penthouse and was in the process of taking off his Iron Man suit through a hi-tech gauntlet of gadgets.

"Sir, Agent Coulson of SHIELD is on the line." JARVIS said.

"I'm not in. I'm actually out." Harley said.

"Sir, I'm afraid he's insisting."

"Close the line Jarvis. I got a date."

At Harley's penthouse Sarah stared up at the monitors of the reactor device.

"Levels are holding steady... I think." she said.

"Of course they are, I was directly involved. Which brings me to my next question: how does it feel to be a genius?" Harley said.

"Well, ha, I really wouldn't know now, would I?"

"What do you mean? All this came from you."

"No. All this came from that."she said and pointed to the energy in his chest plate.

"Give yourself some credit, please. Stark Tower is your baby. Give yourself... twelve percent of the credit."

"Twelve percent?"

"An argument can be made for fifteen."

"Twelve percent? For my baby?"

"Well, I did do all the heavy lifting. Literally, I lifted the heavy things. And sorry, but the security snafu? That was on you."

"Oooooh."

"My private elevator..."

"You mean OUR elevator?"

"...was teeming with sweaty workmen. I'm going to pay for that comment about percentages in some subtle way later, aren't I?"

Sarah poured herself and Harley a glass of champagne.

"Not gonna be that subtle." she said.

"I'll tell you what. Next building's gonna say 'Snow' on the tower."

"On the lease."

"...Call your mom, can you bunk over?"

"Sir, the telephone. I'm afraid my protocols are being overwritten." JARVIS said.

"Keener, we need to talk." Coulson said and Harley picked up his phone and looked into it at him.

"You have reached the life model decoy of Harley Keener, please leave a message." Harley said.

"This is urgent."

"Then leave it urgently." Harley said then the elevator door opened and Coulson appeared. "Security breach." he said to Sarah. "That's on you."

"Mr. Keener."

"Phil! Come in." Sarah said.

"Phil? Uh, his first name is Agent." Harley said.

"Come on in, we're celebrating."

"Which is why he can't stay."

"We need you to look this over." Coulson said and held out a file towards Harley. "Soon as possible."

"I don't like being handed things."

"That's alright, `cause I love to be handed things. So, let's trade." Sarah said, passed her glass of champagne to Coulson and took the file from him, then took her champagne glass back from him and passed the file over to Harley. "Thank you."

"Official consulting hours are between eight and five every other Thursday." Harley said.

"This isn't a consultation." Coulson said.

"Is this about The Avengers? Which I... I know nothing about." Sarah said.

"The Avengers Initiative was scrapped, I thought. And I didn't even qualify." Harley said.

"I didn't know that either."

"Yeah, apparently I'm volatile, self- obsessed, don't play well with others."

"That I did know."

"This isn't about personality profiles anymore." Coulson said.

"Whatever. Miss Snow, got a minute?" Harley said.

Sarah walked over to him putting the files into his own databases.

"You know, I thought we were having a moment." she said.

"I was having twelve percent of a moment. This seems serious, Phil's pretty shaken."

"How did you notice? Why is he Phil?"

"What is all of this?"

"This is, uh..."

Harley expanded his arms and different profiles appear in holographic form floating in the air in front of them.

"This." he said.

Then screens appear of Spider-Man in action, She Hulk roaring as he attacked the army at Culver University, Jane fighting the sestroyer and another was of Loki and the Tesseract, to which Harley and Sarah look on in awe.

"I'm going to take the jet to D.C. tonight." Sarah said.

"Tomorrow."

"You've got homework. You've got a lot of homework."

"Well, what if I didn't?"

"If you didn't?"

"Yeah."

"You mean if you finished?" she said and he nodded his head. "Well, um...then..."

She whispered something in his ear and he gasped. Coulson looked away in embarrassment.

"Square deal. It's the last date." Harley said and she kissed him.

"Work hard." she said.

As she left with Coulson, Harley grabbed the Tesseract in holograph form, worried.

Inside the Quinjet, Peter was sitting down, holding a tablet, watching the footage of the Hulk's attack on the army at Culver University.

"We're about forty minutes out from base, sir." the pilot said.

Then Coulson stood up from his seat and walked over to Peter.

Jennifer Walters

"So, this Doctor Walters was trying to replicate the spider that me?" Peter said.

"A lot of people were. You're one of the world's youngest superhero. Walters thought gamma radiation might hold the key to unlocking the spider's blood." Coulson said.

The Hulk roared with fury as she slammed a jeep apart.

"Being a scientist myself, I can see it didn't really go her way, did it?" Peter asked.

"Not so much. When she's not that thing though, guy's like a Stephen Hawking." Coulson said and Peter nodded. "She's like a smart person. I gotta say, it's an honor to meet you, officially. I heard you're smart like her." he said and Peter smiled at him. "I sort of met you, I mean, I saw you on patrol."

Then Peter looked down, stood up, closed his laptop and walked to the side with Coulson following.

"I mean, I was... I was present while you were fighting someone. You know, it's really, it's just a... just a huge honor to have you on board." he continued.

"Well, I hope I'm the man for the job." Peter said. "But considering what I've been doing with just a simple spider bite a few years ago, I have a feeling I am."

"Oh, you are. Absolutely. Uh... we've made some modifications to the suit. I had a little design input."

"The suit? Aren't the spider and webs are my thing."

"With everything that's happening, the things that are about to come to light, people might just need a little old fashioned." Coulson said and Peter took in the sentiment.

At the underground lab several soldiers under Loki's mind control ran around, preparing to infiltrate whatever Loki had planned. Loki sat down, watching Selvig work with a CMS device. Then he meditated, until the scepter materialized him back into the throne room of The Other, fully armed in his horned helmet and armor. The Other appeared from the steps.

"The Chitauri grow restless." the other said.

"Let them go at themselves. I will lead them into glorious battle." Loki said.

"Battle? Against the meager might of Earth?"

"Glorious, not lengthy. If your force is as formidable as you claim."

"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?"

"I was a king! The rightful king of Asgard! Betrayed!"

"Your ambition is little, born of childish need. We look beyond the Earth to greater worlds the Tesseract will unveil."

"You don't have the Tesseract yet." Loki said and The Other ran over to attack him, but stopped as Loki pointed his scepter.

"I don't threaten, but until I open the doors, until your force is mine to command, you are but words."

"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 said and put his hand on Loki's head and transported him back to Earth.

Loki looked around, menacing.

On the helicarrier landing strip the Quinjet landed down a battleship known as the Helicarrier. It has two runways. One with direct access to a hangar at the rear was aligned along the spine of the vessel.

Coulson and Peter walked down the ramp, meeting up with Cassie.

"Agent Lang. Mr. Parker." Coulson said.

"Ma'am?" Peter said.

"Hi." Cassie said. "They need you on the bridge. Face time." she said to Coulson.

"See you there." Coulson said and walked away leaving Peter with Cassie, walking towards the railing of the ship.

"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 Spider-Man trading cards yet?" Cassie asked.

"Trading cards?" Peter said. "I just started being a hero four years ago!"

"They're vintage, he's very proud."

Without realizing, Jennifer didn't notice them walking as she nervously moved around as people kept walking in her way.

"Dr. Walters." Peter said and walked up to Jennifer and shook her hands.

"Oh, yeah. Hi. They told me you'd be coming." Jennifer said. "You're a lot younger than I thought you'd be."

"Everyone says that. Anyway, word is you can find the cube. I've read about it over the years myself but don't have as much gamma experience as you and am in my junior year of college."

"Thank you. Now I'm guessing this is the most word on me?"

"Only word I care about right now."

"Must be strange for you, people knowing who you are other then your friends." she said and took in the sentiment.

"Well, this is actually kind of familiar and all my friends and family are dead."

"Gentlemen, you may wanna step inside in a minute. It's gonna get a little hard to breath." Cassie said.

Suddenly the Helicarrier started shaking as it prepared to fly "sail."

"Is this is a submarine?" Peter asked.

"Really? They wanted me in a submerged pressurized metal container?" she said and they moved closer to the edge of the Helicarrier.

Four huge lift fans mounted on the sides started lifting into the air in vtol flight. Peter watched in awe as she smiled.

"OH, NO. THIS IS MUCH WORSE." she continued.

On the helicarrier bridge the doors part and opened the bridge of the ship a flurry of activity dozens of agents sat in front of their view screens.

Hill shouted her instructs to leave and turned to Fury, who was at the command chair.

"We're at lock, sir." she said.

"Good. Let's vanish." Fury said.

In the sky the Helicarrier rose high. Suddenly, the entire ship was covered in reflecting mirrors, then camouflaged in the sky.

On the bridge Peter and Jennifer walked through, taking his position at the Science Console.

"Gentlemen." Fury said and Peter gave him 10 dollars, referring to his earlier statement about never being surprised again.

Fury walked over Jennifer and extended his hand and Bruce, reluctantly shook it.

"Doctor, thank you for coming." Fury said.

"Thanks for asking nicely. So, uh... how long am I staying?" Jennifer said.

"Once we get our hands on the Tesseract, you're in the clear."

"Where are you with that?" she asked and he turned to Coulson to explain, while Cassie eyed an image of Kate on a computer screen.

"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." Coulson said.

"That's still not gonna find them in time." Cassie said.

"You have to narrow the field. How many spectrometers do you have access to?" Jennifer asked.

"How many are there?" Fury asked.

"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?"

"Agent Lang, would you show Dr. Walters to her laboratory, please."

Cassie nodded and walked off, leading Jennifer down the hall.

"You're gonna love it, Doc. We got all the toys." Cassie said.

At the underground lab vacuum room Selvig and several scientists worked around the CMS device.

Then Kate walked in, holding a tablet.

"Put it over there!" Selvig said. "Where did you find all these people?" he asked her.

"SHIELD has not shortage of enemies, Doctor." Kate said and held up a screen showing information on Iridium. "Is this the stuff you need?"

"Yeah, iridium. It's found in meteorites, it forms anti-protons. It's very hard to get hold of."

"Especially if SHIELD knows you need it."

"Well, I didn't know!" he said. "Hey! The Tesseract is showing me so much. It's more than just knowledge, it's... truth." he said and saw Loki coming.

"I know. What did it show you, Agent Bishop?" Loki asked.

"My next target." Kate said.

"Tell me what you need."

"I'll need a distraction." she said and grabbed her bow. "And an eyeball."

At the bridge they waiting waiting to locate Loki using satellite facial recognition, Coulson and Peter stood side by side, waiting.

"I mean, if it's not too much trouble." Coulson said.

"No, no. It's fine." Peter said.

"It's a vintage set. It took me a couple of years to collect them all. Near mint, slight foxing around the edges, but..."

"We got a hit. Sixty-seven percent match. Weight, cross match, seventy- nine percent." Sitwell said.

"Location?" Coulson asked.

"Stuttgart, Germany. 28, Konigstrasse. He's not exactly hiding."

"Parker, you're up." Fury said then nodded and left.

At Stuttgart Museum Loki was standing in front of the museum, dressed in 21st century attire and with the scepter, disguised as a cane, walked up to the entrance of the gala.

Inside the gala a lavished gala with an orchestra playing, was interrupted as the Head Doctor walked up to the mic.

At the helicarrier Peter walked into his locker room. As he approached to the steel cabinet, the doors already reveal the updated Spider-Man suit. He stood there in silence.

Outside the museum, German Guards stood in their positions. One of them was standing on top of the roof, scoping. Then he heard a thwack and looked down.

One of his guards was shot with an arrow. He raised his gun but was shot dead by an arrow. Then he fell down. Kate and her crew arrived at the doors of the locked science building.

She looked at the retinal scanner and pulled out a SHIELD eye scanner instrument.

At the gala Loki looked from above the museum and descended down to where the Head Doctor was. As he made it down and near the stage, he flipped his cane the other end. The guard there noticed him and pulled out his gun but Loki clubbed his head in.

Guests began to leave the museum. Loki grabbed the doctor and flipped him over onto a marble table of the mythological creatures Bilchsteim. Then he pulled out an optical torture device and plunged down the doctor's eye. The doctor twisted in pain.

Suddenly at the Stuttgard Museum, from Kate's instrument, a holographic eye of the head doctor appeared and the image of the doctor appeared on screen.

The doors to the facility open. Kate walked in and found in a cabinet, a glass thermos with a cylinder of iridium.

At the gala as the crowd ran away, Loki slowly walked out and materialized in his gold armor and helmet. The police arrived and with no hesitation, he blast the cars, flipping them over and over.

"Kneel before me." he said and the crowd ignored him.

Then another Loki appeared, blocking the crowd.

Loki after Loki appeared, they all grinned as they raise their spears, encircling the crowd.

"I said. KNEEL!" he said and everyone became quiet and knelt in front him.

Then he embraced his arms out, smiling.

"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." he said.

As the words resonate to the kneeling crowd, an Elder German Man refused to kneel and stood, heroic.

"Not to men like you." the elder german man said.

"There are no men like me."

"There are always men like you."

"Look to your elder, people. Let him be an example."

Loki was about to execute him with his scepter as the light glowed blue. Just as the energy beam shot out, Peter arrived and dove in just in time and blocked the blast with webs, knocking down Loki on his ass.

"You know, the last time I was in Germany and saw a man standing above everybody else, we ended up disagreeing." Peter said.

"The spider. A man out of time." Loki said standing up.

"I'm not the one who's out of time." Peter said.

From above Peter, the Quinjet arrived and a machine gun was pointed towards Loki.

"Loki, drop the weapon and stand down." Cassie said.

Like greased lighting, Loki sent a blast of blue at the Quinjet. Cassie maneuvered it just in time, giving Peter the time to throw a web at Loki. They both began to duke it out.

Loki flung Peter to the ground and Peter threw a web, but Loki swat it way. Peter, using all the moves of a boxer, was knocked down by Loki. Standing over him, he pointed the scepter's tip on his helmet.

"Kneel." he said.

"Not today!" Peter said, flipped and knocked him out with his leg.

Loki grabbed him and flipped him over.

On the Quinjet.

"The guy's all over the place." Natasha said.

Suddenly, AC/DC's "Shoot to Thrill" overdrive the Quintet's speakers.

"Agent Lang, did you miss me?" Harley asked and both Peter and Loki looked up at the sky.

Harley flew over in his Iron Man suit and blast Loki right back to the ground and touched down. He stood up and pulled out every piece of weaponry the suit has.

"Make your move, Reindeer Games." he said and Loki put up his hands and surrendered while his armor materialized away. "Good move."

"Mr. Keener." Peter said.

"Spider-Man."

Later Cassie watched the skies. Thunder was coming out of nowhere.

"Said anything?" Fury asked over his headset.

"Not a word." Cassie said.

"Just get him here. We're low on time."

With Loki tied up and cuffed to his seat, Harley and Peter watched from a distance, whispering.

"I don't like it." Peter said.

"What? Rock of Ages giving up so easily?" Harley said.

"I don't remember it being ever that easy. This guy packs a wallop."

"Still, you are pretty spry, for a younger fellow. What's your thing? Pilates?"

"Fury didn't tell me he was calling you in."

"Yeah, there's a lot of things Fury doesn't tell you."

Then thunder and lightning nearly hit the jet, making it shake violently.

"Where's this coming from?" Cassie asked.

Thunder rumbled overhead. Loki stared out the window intently.

"What's the matter? Scared of a little lightning?" Peter asked.

"I'm not overly fond of what follows." Loki said.

Outside the jet a blinding light hit the jet and Jade opened the ramp and grabbed Loki by the throat and flew out. Peter and Harley were left dumbstruck. Harley put the Iron Man helmet on.

"Now there's that guy." he said.

"Another Asgardian?" Cassie said.

"Think the guy's a friendly?" Peter asked.

"Doesn't matter. If he frees Loki or kills him, the Tesseract's lost." Harley said, turned and got ready to jump off the jet to chase after Jane.

"Keener, we need a plan of attack!"

"I have a plan. Attack." Iron Man said, jumped out of the jet and chased after Jane.

Then Peter grabbed a parachute to followed.

"I'd sit this one out, Spider-Man." Cassie said.

"I don't see how I can." Peter said.

"These guys come from legends, they're basically gods."

"There's only one God, ma'am. And I'm pretty sure he doesn't dress like that." he said and jumped out of the jet.

Somewhere out in the European mountains, Jane threw Loki into the side of the mountain and raised the Mjlnir.

Then she looked down at her brother, who she thought to be dead and was angry to see him alive in this fashion.

"Where is the Tesseract?" Jane said and Loki laughed.

"I missed you too." Loki said.

"Do I look to be in a gaming mood?!"

"Oh, you should thank me. With the Bifrost gone how much dark energy did the All father have to muster to conjure you here? Your precious Earth."

She dropped Mjlnir, causing the mountain to quake then picked him up.

"I thought you dead." she said.

"Did you mourn?" he asked.

"We all did. Our father..."

"Your father. He did tell you my true parentage, did he not?"

She let go him, and he walked away from her, causing an even bigger wedge between them.

"We were raised together, we played together, we fought together. Do you remember none of that?" she asked and he turned 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!"

"So you take the world I love as recompense for your imagined slights. No, the Earth is under my protection, Loki." she said and he laughed.

"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?"

"You think yourself above them."

"Well, yes."

"Then you miss the truth of ruling, brother. Throne would suit you ill."

Angrily, Loki shoved her to the side, walked back up to the ledge and turned around.

"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..." he said.

"Who showed you this power? Who controls the would-be-king?"

"I am a king!"

"Not here! You give up the Tesseract! You give up this poisonous dream! You come home."

"I don't have it. You need the cube to bring me home, but I've sent it off I know not where." he said and the Mjlnir flew back to her grasp.

"You listen well, brother. I..." she said and was knocked off the mountain by Iron Man who tackled him in mid-flight.

"I'm listening."

Meanwhile Jane and Iron Man crashed into the forest and Jane rolled herself up.

Iron Man was still standing, but kept his distance and the helmet opened up.

"Do not touch me again!" Jane said.

"Then don't take my stuff." Iron Man said.

"You have no idea what you're dealing with."

"Shakespeare in the park? Doth mother know you weareth her drapes?"

"This is beyond you, metal man. Loki will face Asgardian justice!"

"He gives up the Cube, he's all yours. Until then, stay out of my way... tourist." he said and the Iron Man helmet clamped up and he walked away.

In one quick move, Jane pulled Mjlnir, threw it, and knocked Iron Man clear across into a tree.

Inside The Suit.

"Okay." Harley said.

From the mountain side, Loki watched in amusement. Jane raised her hand and the Mjlnir flew back to her hand. She swung the hammer, summoning a ray of energy.

Iron Man stood up and from his hand boosters, a blast of energy knocked the Mighty Avenger on his ass. Iron Man flew back up and knocked her into a tree.

Jade, kneeling on the ground, pulled Mjlnir to her hand, raised it to the skies and pulled in lighting and thunder. She pointed the hammer at him and the outpouring of bolts lighting increases in intensity. Then he fell back.

Inside The Suit.

"Power at 400% capacity." JARVIS said.

"How about that?" Harley asked.

Then he fired away from his hand boosters, pushing Jane to her knees. They flew towards each other and met in the middle and ascend up.

In the sky they battled. Iron Man grasped Jane, elbowing and smashing him into the side of a mountain.

Then she leapt off the mountain and took him with her.

Then they crashed right back down, smashing down every tree possible. Iron Man yanked Jane right up. She grabbed both hands boosters and started crushing them. Iron Man quickly charged as much energy as he could and shot energy in her face.

She fell back, losing her stance andhe Headbutt her, with his gold-titanium alloy helmet. She Headbutt him with her head and actually sent him across the forest.

He boosted up and flew back at her, grabbing her by the arm and cape and swung him into another tree. She looked up, ready and ran with all her patience out the window. He swung and missed, giving her the momentum to grab him, lift him and smash him down hard.

Then she summoned back Mjlnir to her hand. Just as she was about to put the it down, he used his hand boosters to skid across the ground and trip her over. Standing up, she looked for him, but from behind her, he crashed into her back. She stood facing him. Ready to pounce but Peter's web ricocheted off both of them, stopping them. They looked up and see him standing on top of a fallen tree with the webshooter down.

"Hey! That's enough!" he said, came down and looked at Jane. "Now, I don't know what you plan on doing here."

"I've come here to put an end to Loki's schemes!" Jane said.

"Then prove it! Put the hammer down."

"Um, yeah, no! Bad call! She loves her hammer!" Harley said and backhanded Iron Man with Mjlnir.

Jane, losing all tolerance with this Sententail of Liberty, raised the hammer.

"You want me to put the hammer down?" she asked Peter and leapt high into the air, raising the Mjlnir.

Then he crouched down, held up his hands and created a strong web. Jade started the Mjlnir down onto the web and a big implosion of light reacted to the strong web creating a shockwave that blew up anything standing within a mile.

Iron Man stood up, looking around and saw Peter lying right next to him and never taking his eye off Jane. Jane looked at them both.

"Are we done here?" Peter asked and they stood there.

In the Helicarrier hallway dozens of SHIELD Police escort Loki, in handcuffs, smiling. As they pass the Helicarrier Lab, Jennifer stopped working on the Chitauri Scepter and looked up. Loki eyed him as he walked, nodding and smiling. Jennifer rubbed her head.

At the detention section Loki was free from his cuffs and contained in a large glass cell held by Hydraulic Rigs. Then Fury walked up the control panel of the cell.

"In case it's unclear. You try to escape. You so much as scratch that glass." Fury said and pressed a button which opened up a hatch underneath Loki's cell and Loki peered as much as he could from the glass. "Thirty thousand feet, straight down in a steel trap. You get how that works?!" he said, closed the hatch and pointed at Loki. "Ant." he said then pointed at the button which would drop Loki into the steel trap. "Boot."

"It's an impressive cage. Not built, I think, for me." Loki said smirking.

"Built for something a lot stronger than you."

"Oh, I've heard."

In the briefing room the others watched on the monitor Loki getting interrogated. Jennifer looked at the monitor, intently.

At the helicarrier detention section.

"The mindless beast, makes play he's still a man. How desperate are you, that you call upon such lost creatures to defend you?" Loki asked.

"How desperate am I? You threaten my world with war. You steal a force you can't hope to control." Fury said. "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."

"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."

"Well, you let me know if Real Power wants a magazine or something." Fury said smiling and walked off leaving Loki in his glass cell.

Loki was smirking.

Back in the briefing room Peter watched until the monitor went black. Jane just listened, stood there, torn apart. They all just stood there in stunned silence.

"He really grows on you, doesn't he?" Jennifer said.

"Loki's gonna drag this out. So, Jane, what's his play?" Peter asked.

"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." Jane said coming too.

"An army? From outer space?" Peter said seriously.

"So he's building another portal. That's what he needs Erik Selvig for." Jennifer said.

"Selvig?" Jane said.

"He's an astrophysicist."

"He's a friend."

"Loki has him under some kind of spell, along with one of ours." Cassie said.

"I wanna know why Loki let us take him. He's not leading an army from here." Peter said.

"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." Jennifer said.

"Have care how you speak. Loki is beyond reason, but he is of Asgard, and he's my brother." Jane said.

"He killed eighty people in two days." Cassie said.

"He's adopted."

"Iridium, what did they need the Iridium for?" Jennifer asked.

"It's a stabilizing agent." Harley said and walked in with Coulson. "I'll fly you there. Keep the love alive. Means the portal won't collapse on itself, like it did at SHIELD." he said to Coulson. "No hard feelings, Point Break. You've got a mean swing." he said to Thor. "Also, it means the portal can open as wide, and stay open as long, as Loki wants." he said referring to the Iridium. "Uh, raise the mid-mast, ship the top sails. That man is playing GALAGA! Thought we wouldn't notice. But we did." he said to the crew. "How does Fury do this?" he asked covering his eye and looked around.

"He turns." Hill said and Harley looked around the monitors and put a button size hacking implant under Fury's desk, without anyone noticing.

"Well, that sounds exhausting. The rest of the raw materials, Agent Bishop 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."

"When did you become an expert in thermonuclear astrophysics?"

"Last night. The packet, Selvig's notes, the Extraction Theory papers. Am I the only one who did the reading?"

"Does Loki need any particular kind of power source?" Peter asked.

"He's got to heat the cube to a hundred and twenty million Kelvin just to break through the Coulomb barrier." Jennifer said.

"Unless, Selvig has figured out how to stabilize the quantum tunneling effect." Harley said.

"Well, if he could do that he could achieve Heavy Ion Fusion at any reactor on the planet."

"Finally, someone who speaks English."

"Is that what just happened?" Peter asked and Harley and Jennifer shook hands.

Then a glimmer in their eyes shone as the mutual respect for each other shows.

"It's good to meet you, Dr. Walters. 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." Harley said.

"Thanks." Jenifer said and looked down.

"Dr. Walters is only here to track the cube. I was hoping you might join her." Fury said walking in.

"Let's start with that stick of his. It may be magical, but it works an awful lot like a HYDRA weapon." Peter said.

"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."

"Monkeys? I do not understand." Jane said and Peter sighed and shook his head while Harley rolled his eyes.

"Shall we play, doctor?" Harley asked.

"Let's play some." Jennifer said.

As they walked out, the Galaga Player turned watched as everyone else dispersed and went back to playing.

Peter wished he could go with them but being the leader he has his own work to do.

Later at Jennifer's lab Jennifer continuously scanned with a gamma ray detection scanner on the scepter for radiation.

Harley looked at his monitors, shifting and solving as many algorithms and equations.

"The gamma readings are definitely consistent with Selvig's reports on the Tesseract. But it's gonna take weeks to process." Jennifer said.

"If we bypass their mainframe and direct a reroute to the Homer cluster, we can clock this around six hundred teraflops." Harley said.

"All I packed was a tooth brush."

"You know, you should come by Stark Towers sometime. Top ten floors, all R&D. You'd love it, it's candy land." he said smiling.

"Thanks, but the last time I was in New York I kind of broke... Harlem."

"Well, I promise a stress free environment. No tension. No surprises."

Suddenly, he poked her with a miniature electrical prod and Peter walked in on them.

"OW!" she said and he looked at her closely.

"Nothing?"

"Hey! Are you nuts?" Peter asked Jennifer.

"You really have got a lid on it, haven't you? What's your secret? Mellow jazz? Bongo drums? Huge bag of weed?"

"Is everything a joke to you?"

"Funny things are."

"Threatening the safety of everyone on this ship isn't funny. No offense, doctor."

"No, it's alright. I wouldn't have come aboard if I couldn't handle pointy things." Jennifer said.

"You're tiptoeing, big man. You need to strut." Harley said.

"And you need to focus on the problem, Mr. Keener."

"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."

"You think Fury's hiding something?"

"He's a spy. Spider, he's the spy. His secrets have secrets." Harley said. "It's bugging him too, isn't it?" he said and pointed to Jennifer.

"Uh... I just wanna finish my work here and..." Jennifer said bobbling the words.

"Doctor?" Peter said.

"'A warm light for all mankind, Loki's jab at Fury about the cube."

"I heard it."

"Well, I think that was meant for you. Even if Bishop didn't post that all over the news." she said pointing at Harley.

"The Stark Tower? That big ugly" Peter said. "...building in New York?" he said and Harley gave him a look.

"It's powered by Stark Reactors, self- sustaining energy source. That building will run itself for what, a year?"

"That's just the prototype. I'm kind of the only name in clean energy right now." Harley said.

"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?" Jennifer asked referring to him.

"I should probably look into that once my decryption programmer finishes breaking into all of SHIELD's secure files."

"I'm sorry, did you say...?" Peter said taken by that.

"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." Harley said and held out a bag of blueberries. "Blueberry?"

"Yet you're confused about why they didn't want you around?"

"An intelligence organization that fears intelligence? Historically, not possible."

"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."

"Following is not really my style."

"And you're all about style, aren't you?" Peter said smiling.

"Of the people in this room, which one is; A. wearing a spangly outfit, and B. not of use?" Harley said as a nerve hit.

"Peter, tell me none of this smells a little funky to you?" Jennifer asked.

Peter took in the possibility, but shook it off.

"Just find the cube." he said and walked out of the lab.

Still torn apart by the possibility, he walked away, towards the Hull of the ship.

Back in the lab.

"That's the guy my dad never shut up about? Wondering if they shouldn't have kept him on ice." Harley said.

"The guy's not wrong about Loki. He does have the jump on us." Jennifer said.

"What he's got is an ACME dynamite kit." he said. "It's gonna blow up in his face, and I'm gonna be there when it does."

"And I'll read all about it."

"Uh-huh. Or you'll be suiting up like the rest of us."

"Ah, see. I don't get a suit of armor. I'm exposed, like a nerve. It's a nightmare."

"You know, I've got a cluster of shrapnel, trying every second to crawl its way into my heart." he said and pointed 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."

"But you can control it."

"Because I learned how."

"It's different." she said and tried reading the computer screen, but he slid the data aside with his finger so the two can see face-to-face.

"Hey, I've read all about your accident. That much gamma exposure should have killed you."

"So you're saying that she Hulk... the other girl... saved my life?" she said. "That's nice. It's a nice sentiment. Saved it for what?"

"I guess we'll find out." he said and they got back to work at their respective computers.

"You might not like that."

"You just might."

At the Hull Hangar Peter, with all his might, slid the heavy iron door and stealthily walked in. Secure Storage 10-C was a large warehouse, filled with metal crates stacked.

Then he looked up, seeing another level and leapt up high, held onto the catwalk railing and kept moving forward.

Inside the van, Selvig and a few other Soldiers were driving inside a long tunnel. With the CMS device inside, Selvig carefully picked up the small cylinder shape Iridium with metal prongs and lightly put it a slot within the CMS and the CMS accepted it. Selvig looked at it with a devilishly smiling.

On a SHIELD monitor at the briefing room was a photo and record of Thor Odinson. Jane looked at him, remembering. With her was Coulson.

"As soon as Loki took the doctor we moved Thor Odinson. 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." Coulson said.

"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." Jane said.

"He talks about you a lot. You changed his life. You changed everything around here."

"They were better as they were. We pretend on Asgard that we're more advanced, but we...we come here battling like Bilchsteim."

"Like what?"

"BILCHSTEIM? You know; huge, scaly, big antlers. You don't have those?"

"Don't think so."

"They are repulsive, and they trample everything in their path." she said, walked over to the side of the ship and looked out the window, thinking about what happened and what may come. "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."

"War hasn't started yet." Fury said."You think you can make Loki tell us what the Tesseract is?" he asked walking in.

"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."

"A lot of guys think that, until the pain stops."

"What are you asking me to do?"

"I'm asking. What are you prepared to do?"

"Loki is a prisoner."

"Then why do I feel like he's the only person on this boat that wants to be here?" Fury asked and she didn't answer.

At the Helicarrier detention section Loki walked back and forth inside his glass cell. Suddenly, he stopped.

"There's not many people that can sneak up on me." he said and turned to see Cassie standing there.

"But you figured I'd come." Cassie said.

"After. After whatever tortures Fury can concoct, you would appear as a friend, as a balm. And I would cooperate."

"I wanna know what you've done to Agent Bishop."

"I'd say I've expanded his mind."

"And once you've won. Once you're king of the mountain. What happens to his mind?"

"Is this love, Agent Lang?"

"Love is for children. I owe him a debt."

"Tell me." he said sitting down.

"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 Bishop was sent to kill me, he made a different call." she said and pulled up a chair to.

"And what will you do if I vow to spare him?"

"Not let you out."

"Ah, no. But I like this. Your world in the balance, and you bargain for one man?" he said and laughed.

"Regimes fall every day. I tend not to weep over that, I'm Russian... or was."

"What is it you want?"

"It's really not that complicated. I've got red in my ledger, I'd like to wipe it out."

"Can you? Can you wipe out that much red? DRAKOV'S daughter? SO 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?" he said. "This is the basest sentimentality. This is a child at prayer... PATHETIC!" he said standing angry.

Meanwhile Harley and Jennifer kept working at their monitors.

"You lie and kill in the service of liars and killers." Loki said.

Hill checked every view screen in the bridge and Fury oversaw.

"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!" Loki said.

Peter opened a steel crate. Angry, he looked behind him and looked back into the crate. The crate was filled with an array of HYDRA weapons.

At the detention section Loki slammed his cell, making Cassie flinch.

"I won't touch Bishop. 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!" he said.

Cassie turned around and walked away from him, disgusted.

"You're a monster." she said quietly in distraught.

"No, you brought the monster." he said and laughed and she turned around poised.

"So, Walters... that's your play."

"What?" he asked staggered.

"Loki means to unleash she Hulk. Keep Walters in the lab, I'm on my way. Send Jane as well." she said on a earpiece. "Thank you for your cooperation." she said to Loki and quickly walked out, leaving him frozen.

The next day Fury walked in Jennifer's lab surprised to see Harley and Jennifer stop working on the scepter.

"What are you doing, Mr. Keener?" he asked angry.

"Uh...kind of been wondering the same thing about you." Harley said.

"You're supposed to be locating the Tesseract."

"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." Jennifer said.

"And you'll get your cube back, no muss, no fuss." Harley said and his monitor showed a collection of Secret Files. "What is PHASE 2?"

Suddenly, Peter dropped a HYDRA assault rifle on the table looking furious causing everyone to turn around.

"PHASE 2 is SHIELD uses the cube to make weapons." Peter said. "Sorry, the computer was moving a little slow." he said to Harley.

"Parker, we gathered everything related to the Tesseract. This does not mean that we're..." Fury tried to explain.

"I'm sorry, Nick." Harley said and moved the computer screen towards Fury showing plans of the weapons. "What were you lying?"

"I was wrong, director. The world hasn't changed a bit." Peter said.

At that moment, Jane and Cassie walked into the lab. Cassie kept her eyes right on Jennifer and Jennifer looked at her angry.

"Did you know about this?" Jennifer asked.

"You wanna think about removing yourself from this environment, doctor?" Cassie asked.

"I was in Calcutta, I was pretty well removed."

"Loki's manipulating you."

"And you've been doing what exactly?"

"You didn't come here because I bat my eyelashes at you."

"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."

"Because of him." Fury said pointing at Jane.

"Me?" Jane said stunned.

"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." Fury said.

"My people want nothing but peace with your planet."

"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."

"Like you controlled the cube?" Peter said.

"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." Jane said.

"A higher form?"

"You forced our hand. We had to come up with something." Fury said.

"Nuclear deterrent. `Cause that always calms everything right down." Harley said.

"Remind me again how you made your fortune, Keener?"

"I'm sure if he still made Wait! Wait! Hold on! How is weapons, Keener would be neck this now about me? deep... I'm sorry, isn't Thor everything? I thought humans were more evolved than this." Peter and Harley said.

"Excuse me, did we come to your planet and blow stuff up?"

"Did you always give your champions such mistrust?" Jane asked.

"Are you all really that Captain America is on naive? S.H.I.E.L.D monitors potential threat potential threats? watch list?" Cassie and Jennifer asked.

"I swear to God, Keener, one You're on that list? Are you more crack... above or below angry bees? Threatening! I feel threatened!" Peter and Tony said.

As the "team" argued, they didn't realize the blue gem on Loki's scepter was glowing brightly.

Outside the Helicarrier, a lone carrier slowly hovered over the ship.

"661 Bravo, please relay your pass code. What is your hull, over?" SHIELD base said.

"Arms to ammunition, over." Kate said.

Inside, Kate and his crew suit up and arm themselves. She pulled out her hi-tech bow and arrows.

Back in the lab, the egos of these people kept rubbing off each other and at any moment, it hit the fan.

"You speak of control, yet you court chaos." Jane said.

"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." Jennifer said.

"You need to step away." Fury said.

"Why shouldn't the guy let off a little steam?" Harley asked and put his arm around Peter.

"You know damn well why! Back off!" Peter said and pushed Harley off.

"Oh, I'm starting to want you to make me." Harley said and came face-to-face with him.

"Big man in a suit of armor. Take that off, what are you?"

"Genius, billionaire, playboy, philanthropist."

"I know guys with none of that worth ten of you. Yeah, I've seen the footage." Peter said. "And you're not the only genius here." he said. "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."

"I think I would just cut the wire."

"Always a way out... You know, you may not be a threat, but you better stop pretending to be a hero." Peter said smiling.

"A hero? Like you? You're a lab rat, Parker. Everything special about you came out of a bottle!"

Outside the Helicarrier the ramp of the carrier opened and the carrier maneuvered next to one of the large turbine engines. Kate stood at the base, holding out her bow. Then she pulled out a grenade tipped arrow and pointed right at the engine.

Then she moved his aim and pointed the arrow about a hundred feet from the engine and released. The arrow flew out, but then sharply headed for the engine. The arrow was punctured onto the engine. It has a visible timer which is counting down.

Back in the lab, Peter puffed up his chest at Harley, who just stood there, unmoving.

"Put on the suit, let's go a few rounds." Peter said and Jane laughed at them.

"You people are so petty... and tiny." Jane said.

Harley rubbed his head and moved away from Peter.

"Yeah, this is a tee..." Jennifer said.

"Agent Lang, would you escort Dr. Walters back to his..." Fury said.

"Where? You rented my room."

"The cell was just in case..."

"In case you needed to kill me, but you can't! I know! I tried!" she said. "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!" she said and slowly got upset as she looked at Cassie, who got unnerved. "You wanna know my secret, Agent Lang? You wanna know how I stay calm?"

Cassie and Fury had their hands down to grabbed their guns.

"Doctor Walters... put down the scepter." Peter said and Jennifer looked down and was shocked to see she's holding Loki's scepter.

The computer beeped and they all turned to it.

"Got it." Harley said.

Jennifer put down the scepter and walked over to the computer.

"Sorry, kids. You don't get to see my little party trick after all." she said.

"Located the Tesseract?" Jane said.

"I can get there faster." Harley said.

"Look, all of us..." Peter said.

"The Tesseract belongs on Asgard, no human is a match for it." Jane said and Harley turned to leave, but Peter stopped him.

"You're not going alone!"

"You gonna stop me?" Harley said.

"Put on the suit, let's find out."

"I'm not afraid to hit a young man."

"Put on the suit."

At that moment Jennifer who's looking at the monitor noticed something about the Tesseract.

"Oh, my God!" she said.

Outside The Helicarrier Kate pulled the trigger on her bow. The arrow then exploded the engine right off the helicarrier.

Back at Jennifer's lab everyone was thrown in every direction. Peter, Fury, Jane and Harley were thrown across while Cassie and Jennifer were down in the lower equipment room. Peter looked up at Harley.

"Put on the suit!" he said.

"Yep!" Harley said.

Then Peter helped him up and out of the lab. Fury sat up, clutching his ribs and put on his Earpiece.

"Hill?!" he said.

At the Helicarrier bridge pandemonium Erupts. Emergency alarms set off and fire extinguishers activate near surrounding fires and every agent was in a spinning scramble for their positions and armaments. Hill kept the bridge as calm as possible.

"Turn up that engine! Number 3 engine is down! Can we get a run in?" she said. "Talk to me." she said and ran over to Galaga player.

"Turbine's loose. Mostly intact, but it's impossible to get out there and make repairs while we're in the air." Galaga player said and pointed to the monitor.

"We lose one more engine, we won't be. Somebody's got to get inside and patch that engine."

Back at Jennifer's lab.

"Keener! You copy that?!" Fury said.

"I'm on it!" Iron Man said.

"Coulson! Initiate official lock down in the detention section then get to the armory! Move out!"

On the bridge Coulson ran out.

At the lower equipment room carrier Cassie looked over to Jennifer, who was breathing heavy, having landed hard. She was gripping the grated floor to maintain control, but her eyes were green, her face intense.

"I'm okay. We're okay, right?" Cassie said to herself quietly.

On the deck Kate lead his men into the air ducts of the ship. They rappel down into a corridor.

"Get that engine down! Detention! Get him through the dark! Come with me." Kate said and two of her men followed him.

Then they headed towards the bridge.

In the ND hallway carrier Harley and Peter ran through a dim, debris filled hall.

"Find engine three. I'll meet you there." Harley said.

Peter peeled off as Harley approached a tech room.

Inside, Harley's Iron Man suit stood waiting, lit above in all its glory.

At the lower equipment room.

On Jennifer's face in the dim light as she struggled to suppress the rage, but her face was growing, changing slowly.

Cassie was pulling herself painfully free.

"Doctor... Jennifer, you gotta fight it. This is just what Loki wants. We're gonna be okay. Listen to me." she said and two approaching SHIELD soldiers arrived to check on her but she furiously waved them away and they bolt out of there. "We're gonna be okay. Right? I swear on my life I will get you out of this, you will walk away, and never..."

"Your life?" Jennifer said in a different voice.

Then another explosion rocked the carrier and she turned to look at her, transforming just as the lights went out.

"Jennifer." she said pleadingly.

Suddenly Jennifer started transforming into she Hulk and gave her one last knowing look. Cassie struggled free of the rubble and stopped.

She Hulk, sensing her, turned her head and put on a face of a disturb monster. Cassie jolt up the stairs with She Hulk chasing after her. Then she maneuvered.

She rolled under a turbine and started crawling within the maze of pipes. She Hulk pulled them out from above the catwalk.

Cassie fell through under the catwalks and quickly and stealthily escaped. She Hulk let out a roar of rage unlike anything.

At the helicarrier detention section Loki looked up, smiling mischievously.

On the bridge Fury ran in and saw the chaos increased even more than before. The Helmsman was in complete disarray.

"Bring the carrier inwards and head south. Take us to the water." he said.

"Why water? Navigations recalibrated after the engine failure." Helmsman said.

"Is the sun coming up?!"

"Yes, sir."

"Then put it on the left! Get us over water! One more turbine goes down and we drop."

At the port side Spider-Man, was pushing with all his strength the door to portside, saw SHIELD tech in full oxygen masks shot fire extinguishers and covered from sparks unable to do anything.

Engine 3 was dead. A large chunk of the port side in was torn off.

"Keener, I'm here!" Spider-Man said.

"Good. See what we got." Iron Man said, flew in his Iron Man suit and got close to the damaged engine.

Inside the suit Harley observed within his viewscreen at the damaged engine and its layouts.

"I gotta get this super conducting cooling system back online before I can access the rotors and work on dislodging the debris." he said.

On the port side Iron Man started pulling on the stuck rotors and looked over at Spider-Man.

"I need you to get to that engine control panel and tell me which relays are in overload position." Iron Man said and flew into giant cooling conductors.

Spider-Man jumped over to the other side of the broken railing. Then he got himself to the control panel and opened it up.

"What's it look like in there?" Iron Man asked.

"It seems to run on some form of electricity." Spider-Man said.

"Well, you're not wrong."

'I'm never wrong.' Spider-Man thought.

At the lower equipment room carrier Cassie kept crawling under the catwalk and stopped.

Then the room vibrated.

She pulled out her gun and slowly walked out onto the catwalk, spun and then a roar. The Hill. She fired a shot into a liquid nitrogen pipe that hit Hulk in face. Hulk smashed out of it and Cassie started running through the maze of corridors.

Finally, Cassie reached and a long corridor. As she ran, behind her, Hulk tore up the hallway, coming at her.

She turned to see, but Hulk slapped her into the wall, smashing into the ground.

Hulk marked her territory and Cassie looked up. A fear she never felt started seeping out. Hulk raised her hand and was knocked off her feet by Jane who tackled her into the next room.

At the Aircraft Port Jane and Hulk rolled across the floor as everyone ran out. Thor looked up at him. Hulk stood up and moving like a boxer, wanted Jane to make her move and Hulk made her move.

She swung and missed. Jane swung her hand and almost knocked her off her feet. Hulk kept swinging and missing. Finally, she brought down her arm, but Jane grabbed it and wrapped around it.

"We are not your enemies, Walters! Try to think!" Jane said.

Hulk lifted her arm up, to Jane's surprise, and sent her flying as she punched Jane's face with her fist.

At the port side Iron Man kept blasting broken debris off the turbine engine. It's bad, but still fixable.

"The relays are intact. What's our next move?" Spider-Man asked.

"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." Iron Man said.

At the port side.

"Well if that thing gets up to speed, you'll get shredded!" Spider-Man said.

"Then stay in the control unit and reverse polarity long enough to disengage mag..." Iron Man said and Spider-Man finished.

"It'll slow the rotors down long enough for you to get out."

"Stand by it, wait for my word."

Spider-Man looked over at the other side where he was and saw the red lever and jumped towards it.

At the aircraft port Jane crashed into another stack of crates. As she raised her head, she felt blood on her lips. As she swiped it off, the roar of Hulk was not too far so she extended her hand out.

The roar got louder and closer. Jane focused and her hand strained toward mid-air. Her eyes tight in concentration. Then Hulk ran right at her. At the last second, Mjlnir flew into her hand and Jane uppercut Hulk, who crashed into a fighter jet.

Hulk stood up, shaking her head but shook it off and angrily ripped off the tail of the jet and hurled the plate at Jane.

Jane slid and ducked under the tail. Jumping up, she threw Mjlnir with all her strength, knocking the Hulk head over heels. Hulk fell down, hammer in hand and tried to lift it, but couldn't. The Mjlnir rest atop her hand.

Struggle as she may, Hulk wrapped her hand around it but it didn't move. Then she strained with all her might and screamed from the effort, bellowing.

Jane jumped up again, kneeing Hulk in the face and grabbed the Mjlnir, jumped on her, using the Mjlnir as a lock for her choke hole and Hulk tried to pull her off.

On the bridge Fury and Hill looked over their monitors.

"We need a full evac on the lower hangar bay." Fury said and Hill nodded and left to exit out, but a sliding grenade appeared.

"GRENADE!" Hill said and the grenade went off, sending her down the steps.

Fury fired a shot at the open entrance and moved over behind the side of the entrance. A handful of Kate's men enter. Watchful, ready, waiting... Fury stepped out, his gun drawn.

A shot out and hand-to-hand ensues, but he couldn't stop one of them and was shot in the head by Hill, holding her gun.

In the armory section Coulson walked up the armory door and put his head into a Facial Recognition Scanner. Then he walked into the room.

"We got perimeter breach! Hostiles are in SHIELD gear. Hold on to every junction." Sitwell said.

At the aircraft port Hulk crashed from under the floor, sending Jane down. Then she grabbed her by the neck.

On the Bridge a gunfight opened up and agents exchanged fire with brutally efficient tactical soldiers.

"Sir, she Hulk and Jane are in shuttle levels 2, 3 and 4!" Sitwell said.

"Sir, she Hulk will tear this place apart!" Hill said.

"Get her attention." Fury said.

"Escort 606, proceed to 270 MAIN SHUTTLE! Don't get too close." she said on her earpiece.

"Copy." Escort 606 pilot said.

In the sky escort 606'S jet banked to the right, heading towards the shuttle.

Outside shuttle scort 606 pilot slowly made his way in and saw the action going between Jane and Hulk.

"Target acquired. Target engaged." he said, pulled the trigger and fired guns at Hulk.

A shower of bullets sprays Hulk everywhere. Jane ducked for cover and Hulk turned around, letting out her primal roar and jumped up, took a running start and leapt.

Then she landed on the jet's nose and it spun wildly. As she tore it apart, Escort 606 pilot pulled his ejection seat, but Hulk caught him, waved him around and threw him away.

Escort 606 ploys pulled his parachute and the jet exploded. Hulk plummeted to Earth, roaring.

At port side Iron Man laser cut a big piece of broken metal then jumped on it, relieving the rotors.

On the other side, Kate's men entered the port side. Spider-Man looked down, pondering if they were help. Evidently not as they started shooting at him and throwing grenades.

Then he jumped to the other railing and down with Kate's men and started taking them down and threw one off. Then a few more entered, firing.

He grabbed a noveske Rifle works Diplomat and jumped back up to his position, firing down at them.

On the Bridge the gunfight had gone down, but more of Kate's men entered and were taken by a confused Fury wondering why they keep coming.

"They are not getting through here, so what the hell..." Fury said.

Suddenly, Kate lost an arrow down to the bridge and exploded critical spots. Then she released a multi-tipped arrow towards Fury, but instead hit his command desk, right above a USB Outlets.

Fury fired at her, but was already gone. Then the arrow self-activated and inserted itself into the outlets, hacking every single monitor and main frame. The hacking caused Engine 1 to shut off. Suddenly, the Helicarrier started dangerously tilting to one side.

"Sir, we've lost all power in Engine 1." Sitwell said.

"It's Bishop. She took out our systems. She's headed for the detention level. Does anybody copy?" Fury said.

At the lower equipment room carrier still shaken by Hulk ordeal, Cassie was sitting there, rocking back and forth, after crying for a while. Summoning back all her coolness, she touched her earpiece.

"This is Agent Lang. I copy." she said, sprung up and ran for Kate.

On the port side Iron Man started pushing the rotor using Boosters from his boots.

"Keener, we're losing altitude." Fury said.

"Yeah. Noticed." Iron Man said.

The rotors started propelling faster and faster as his boosters got more and more bright.

On the other side, Spider-Man kept shooting at Kate's men. Blinking at the wrong moment, he lost the upper hand and slid off the railing, but grabbed onto a loose cable.

At the detention section Jane ran in to find Loki, escaping.

"NO!" Jane said and charged at him.

Loki walked up to her and crouched down to attack. She only went through him. The false Loki dissipated into nothingness and the real Loki came out from behind the cell door, which closed on Jane, locking her up. He smiled.

"Are you ever not going to fall for that?" he asked.

At the lower equipment room carrier Kate walked alone down the catwalk. In a lightning fast move, she nocked an arrow, and pointed it at Cassie and a hand-to-hand fight ensued. She crawled her way around her, making her drop her bow, but pulled out a knife on her.

At the detention section Jane, in a fit of anger, slammed Mjlnir onto the glass cell. To her surprise, the cell door only cracked his but violently shook the ship. Loki stood there in caution, along with his Guarding Soldier.

"The humans think us immortal. Should we test that?" Loki asked, smiled and walked over to the control panel.

Suddenly, Guarding Soldier fell down like a tree. Coulson stood there, holding PHASE 2 Weapon Prototype.

"Move away, please." he said and Loki moved away from the switch. "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?"

Then there was a loud gasp and he was impaled through the heart and the real Loki stood behind him.

"Nooo!" Jane said and Loki sent Coulson against the wall.

Coulson slumped down, breathing fast and Loki made his way to the control switch.

Then he gave Jane one last look and she looked at him, hopeful.

Then he opened the hatch and she still hoped. But he hit the button and dropped her out of the ship.

At the lower equipment room carrier Kate and Cassie kept attacking each other. Cassie Kickboxers Kate's face. Feeling that, Kate took a swing at her, but she grabbed her arm, Twisting it and Kate writhed in pain.

Using her other arm, she tossed the knife over and started slashing at Cassie who dodged every move, but found herself in a lock hold with her. As Kate forced the knife down, Cassie bit Kate's wrist and Kate let go of the knife.

Cassie wrapped her legs around Kate's neck, flipped her over and arm locked her. Then she slammed Kate's head into a pipes rail and Kate went down, hard. She looked up her, almost coming to her real senses.

"Cassie..." she said and she

Cassie cold cocked her and Kate was out.

In the sky Jane, trapped in the glass cage and bounced off the jumbling cell pod. As it drew closer to land, she tried swinging at glass, but missed. The land drew closer.

In a final attempt before crashing, she positioned herself onto the glass door and leapfrogged just as the cage was about to hit the ground. The cell crashed into the shore as she caught out into the meadow.

At the detention section Loki had no remorse as he looked down. Then he closed the hatch and proceeded to leave.

"You're gonna lose." Coulson said in a weak voice.

"Am I?" Loki asked turning.

"It's in your nature."

"Your heroes are scattered, your floating fortress falls from the sky...where is my disadvantage?"

"You lack conviction."

"I don't think I..." Loki said Coulson shot him with his PHASE 2 Weapon Prototype, causing him to be blown through the wall behind him.

"So that's what it does."

Back in the bridge, Fury saw on his View screen that the hatch had been open. Knowing Coulson was sent there, he went to.

At the port side Harley kept spinning Engine 3, giving it all he has. The rotors were propelling properly and fast and the Helicarrier leveled itself.

Inside the suit.

"Spider-Man, I need the lever!" Iron Man said.

"I need a minute here!" Spider-Man said.

"Lever. Now!" Iron Man said and let go of the rotors.

They sun by themselves and Iron Man was caught in one and slipped into the rotors, getting chewed up.

At the port side Spider-Man climbed up the loose cable and reached the railing.

Kate's Man opened fire once more and he pulled himself up and finally pulled the lever.

A Vent opened up from Engine 3 and Iron Man fell out, but the suit heavily damaged, hardly keeping him up. He headed for Spider-Man.

Kate's Man turned his aim to Iron Man, who tackled him into the wall. Iron Man rolled over, tired and Spider-Man let out a sigh of relief.

Outside The Helicarrier the carrier that brought Kate and her team now left, taking Loki and his scepter. The carrier flew into the distance.

At the detention section Fury ran in finding Coulson still alive, barely.

"Sorry, boss. They got rabbited." Coulson said.

"Just stay awake. EYES ON ME!" Fury said.

"No. I'm clocked out here."

"Not an option."

"It's okay, boss. This was never going to work... if they didn't have something... to..." Coulson said and looked away then sighed his last breath.

Fury looked on grimly at Coulson then the medical team arrived.

On the Bridge.

"Agent Coulson is down. Agent Hill is being treated for a gash on her head, listens on her headset, standing up." Fury said.

"Paramedics are on their way." a SHIELD agent said.

"They're here."

At the port side days Spider-Man and Iron Man listened in as well.

"They called it." Fury continued.

Later at the grid Fury gathered Peter and Harley back into the briefing room everyone there had a look as if in a daze. A look of numb shock was on their devastated faces.

"These were in Phil Coulson's jacket. Guess he never did get you to sign them." Fury said and threw Coulson's Spider-Man trading cards on the table towards Peter who picked them up, stained with blood. "We're dead in the air up here. Our communications, location of the cube, Walters, Jane. I got nothing for you. Lost my one good eye. Maybe I had that coming." he said. "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, Harley knew 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 people needed them to, to fight the battles that they never could. Coulson died still believing in that idea, in heroes.

Harley got up and walked off, not wanting to hear it anymore.

"Well, it's an old fashioned notion." Fury said.

At a meadow Jane walked out far into the meadow looking down. to see Mjlnir.

At an abandoned building Jennifer woke up, in human form and looked around and saw she was in a pile of rubble and looked up at the open ceiling and crashed in completely naked. A Security Guard stood there, amazed.

"You fell out of the sky." he said.

"Did I hurt anybody?" she asked.

"There's nobody around here to get hurt. You did scare the hell out of some pigeons though."

"Lucky."

"Or just good aim. You were awake when you fell."

"You saw?"

"The whole thing, right through the ceiling. Big and green and buck ass nude. Here..." he said and threw her a pair of big pants, big shirt and she pulled on her pants. "I didn't think those would fit you until you shrunk down to a regular size fella."

"Thank you."

"Are you an alien?"

"What?"

"From outer space, an alien?"

"No."

"Well then, son, you've got a condition."

At Helicarrier Medical Room Kate was strapped down and Cassie watched over her as she tried to shake off Loki's mind control.

"Kate, you're gonna be alright." Cassie said.

"You know that? Is that what you know? I got... I gotta go in though. I gotta flush him out." Kate said.

"We don't have that long, it's gonna take time."

"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?"

"You know that I do."

"Why am I back? How did you get him out?"

"Cognitive recalibration. I hit you really hard in the head."

"Thanks." Kate said and Cassie unfastened the restraints. "Cas, how many agents?"

"Don't. Don't do that to yourself, Kate. This is Loki. This is monsters and magic and nothing we were ever trained for."

"Loki, he got away?"

"Yeah. I don't suppose you know where?"

"I didn't need to know. I didn't ask. He's gonna make his play soon though. Today."

"We gotta stop him."

"Yeah? Who's we?"

"I don't know. Whoever's left."

"Well, if I put an arrow in Loki's eye socket, I'd sleep better I suppose."

"Now you sound like you." Cassie said and sat next to her partner and friend.

"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?"

"He didn't, I just..." Cassie said and paused.

"Cassie."

"I've been compromised. I got red in my ledger. I'd like to wipe it out."

At detention section Harley looked at the empty cell container then stood not saying a word and Peter walked in.

"Was he married?" Peter asked.

"No. There was a uh... cellist, I think." Harley said.

"I'm sorry. He seemed like a good man."

"He was an idiot."

"Why? For believing?"

"For taking on Loki alone."

"He was doing his job."

"He was out of his league. He should have waited. He should have..."

"Sometimes there isn't a way out, Harley."

"Right. How did that work for him?" Harley asked and walked away.

"Is this the first time you've lost someone?" Peter asked and Harley turned around sharply.

"I am not marching to Fury's fife!"

"Neither am I! And I lost my parents when I was two years old! They worked here and were on their way home from a mission but was in a plane crash. The only people I had left was my aunt and uncle and they treated me like I was their son. I don't remember anything about my parents and my aunt and uncle were the closest things to parents I had! After I got my powers me and my uncle got into a fight and he was shot! I could've used my powers and saved him but I didn't. I had gotten them a week before and didn't know what exactly to do with them, what I could do and how to control them. I've been hiding this since I got them. Only my best friend's dad Norman as Green Goblin, my best friend and his son Harry, my girlfriend who was killed a few months ago, Dr. Octavius, Flint something and Eddie also known as Venom." Peter said and Harley looked at him. "The last thing my uncle said was with great power comes great responsibility. After that I swore to protect people until the day I can't do it myself. Or better yet, the day I die. I'm only twenty three years old so have plenty of time before stopping." he said and looked at Harley strong. "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..."

"He made it personal." Harley said looking at the blood stained wall.

"That's not the point."

"That is the point. That's Loki's point. He hit us all right where we live. Why?"

"To tear us apart."

"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."

"Right, I caught his act at Stuttengard."

"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..." Harley said and stopped. "Son of a bitch!"

At Stark Tower Selvig worked around the CMS device that has already been set- upon the rooftop of Harley's tower.

At Helicarrier medical room Peter walked in as Spider-Man. Cassie looked at him, unprepared.

"Time to go." Peter said.

"Go where?" Cassie asked.

"I'll tell you on the way. Can you fly one of those jets?" he asked and Kate walked out of the restroom and looked at him.

"I can." she said and he looked at Cassie who nodded her head to confirm Kate's on their side.

"You got a suit?"

"Yeah."

"Then suit up."

Then a blinding bolt of lightning struck down from above, colliding on Mjlnir. Then Jane came in.

Spider-Man pulled on his mask.

Iron Man welded his Iron Man helmet and a light slipped down over Iron Man's eye holes.

Stinger attached a Glove Gauntlet with her rounds on her wrist and a blue light charged.

Hawkeye slipped on her Quiver of arrows.

Soon Spider-Man, Stinger and Hawkeye walked towards and into the Quinjet. A young SHIELD pilot looked and stood in their way.

"You are not authorized to be here..." the young SHIELD pilot started but was cut off.

"Kid... just don't." Spider-Man said.

On the bridge Fury looked out the window of the ship, contemplating when Hill walked up to him, knowing.

"Sir." Hill said.

"Agent Hill?" Fury said.

"Those cards, they were in Coulson's locker, not in his jacket."

"They needed the push." he said holding Coulson's cards.

Then a loud noise screeched. Fury looked out to see Iron Man flying off as well as the Quinjet.

"They found it. Get our communications back up, whatever you have to do. I want eyes on everything." he said.

"Yes, sir."

At New York City skyline Iron Man arrived at Stark Tower where Selvig, activated the CMS device, holding the Tesseract.

"Sir, I took off the arc reactor. The device is already self-sustained." JARVIS said.

"Shut it down, Dr. Selvig." Iron Man said.

"It's too late! It can't stop now. He wants to show us something! A new universe." Selvig said.

"Okay." Iron Man said, aimed his hands toward the CMS and fired.

The energy from his boosters shattered with a deafening crack and Selvig fell backwards. Down below, citizens of New York looked up at Stark Tower and Harley stared in disbelief at the CMS unharmed.

"The barrier is pure energy. It's unbreachable. The Mark VII is not ready to be deployed." JARVIS said.

"Skip the spinning rims. We're on the clock." Harley said, landed his suit and went through the gauntlet and unsuit him.

Loki looked up at him, smiling and they proceed to walk into the penthouse.

At the Penthouse Loki walked in, holding the scepter and Harley casually walked down the steps, towards the bar.

"Please tell me you're going to appeal to my humanity." Loki said.

"Uh...actually, I'm planning to threaten you." Harley said.

"You should have left your armor on for that."

"Yeah, it's seen a bit of mileage. You've got the blue stick of destiny. Would you like a drink?"

"Stalling me won't change anything."

"No, no, no! Threatening. No drink? You sure? I'm having one."

"The CHITAURI are coming, nothing will change that. What have I to fear?"

"THE AVENGERS." Harley said and Loki looked at him, confused.

"It's what we call ourselves, sort of like a team. `Earth's Mightiest Heroes' type of thing."

"Yes, I've met them."

"Yeah, takes us a while to get any traction, I'll give you that one." Harley said smiling. "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."

"That was the plan."

"Not a great plan. When they come, and they will, they'll come for you." he said and from underneath the bar table, pulled on colantotte bracelets, a honing device.

"I have an army."

"We have a HULK."

"I thought the beast had wandered off."

"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." he said and Loki slowly walked up to him; raising the scepter.

"How will your friends have time for me, when they're so busy fighting you?"

Loki asked, tapped Harley on the chest with his scepter but did nothing.

Confused, he tried again but got nothing again.

"It should work."

"Well, performance issues. You know?" Harley said and in anger, Loki grabbed him by the throat and flung him across the room."Jarvis. Anytime now." he said and Loki grabbed him by the throat again.

"You will all fall before me." Loki said and threw Harley out the window and he free fell down the tower.

From behind Loki, an elevator opened and a red pod shot out.

The pod laser signaled the colantotte bracelets on Harley. The pod started transforming into the Mark VII suit.

It latched onto Harley as Iron Man and the suit flew up before he hit the ground or the gazing people. Loki looked up, angry.

"And there's one other person you pissed off! His name was Phil." Iron Man said and Loki raised the scepter.

Iron Man fired at him, sending him on the ground.

At Stark Tower Selvig looked up at the sky and the Tesseract's energy beamed into the sky. The beam then formed a Vortex, opening another portal.

At vastness of space a hole in space ripped open, and from it, the Chitauri army spilled out in flying Chariots, carrying energy rifles with a bayonet on the end.

Inside the suit.

"Right. Army." Harley said and flew up towards the portal.

From his shoulders, a miniature multiple rocket launcher, popped out and fired. Several targets were taken down unlike no missile. Thousands of Chitauri flew out and Tony flew towards the city.

At Manhattan the Chitauri unleash. New Yorkers filled the streets, staring at the fire fight in the distance. The Chitauri unleashed blasts as it went, blowing up cars, setting storefronts aflame.

An explosion ripped out the windows of the top corner of buildings. Flame and stone rain down. A domino-effect of explosions rippling across the Bridge.

At Stark Tower Loki walked onto the balcony as the sounds of the Chitauri rang out. He admired his soon to be kingdom. Then Jane landed on the Tower and Loki turned to his enemy.

"Loki! Turn off the Tesseract or I'll destroy it!" Jane said.

"You can't. There is no stopping it. There is only the war!" Loki said.

"So be it." she said and they rush at each other getting their weapons to collide.

The two battle with Loki unleashing another pent-up rage and jealousy, Jane having no choice but to defend herself.

Back at Manhattan soldiers and cops had taken positions covering the streets.

They saw from the sky, Iron Man leading a trail of Chitauri towards his tower.

In the sky the Quinjet boomed into the city.

"Keener, we're heading north east." Stinger said.

Inside the suit.

"What, did you stop for drive-thru? Swing up PARK, I'm gonna lay 'em out for you." Iron Man said.

At the Tower Iron Man banked around his tower to see Thor and Loki still going at it. He swooped down the street, causing a Chitauri to crash.

Flying up, he put the following Chitauri in view of the Quinjet. Stinger took out machine gun and fired at the Chitauri.

Inside the suit

"Sir, we have more incoming." JARVIS said.

"Fine. Let's keep them occupied." Iron Man said and headed back to the portal.

At the Tower Jane and Loki battle savagely. Loki fired energy from the scepter, sending her sliding across the floor.

On the Quinjet Hawkeye looked out to her left window, finding a target.

"Yeah." she said.

"See them." Stinger said and he banked the jet towards Stark Tower and aimed the mini gun at Loki.

Loki aimed the scepter at the Quinjet and fired a blast of energy. Jane got to her feet, tackling Loki down hard.

Soon the Quinjet was caught on fire. Hawkeye maneuvered one wing of the jet. They spun and slow. Dropping out of the air as it passed over skyscrapers. Then they slammed into the street.

On the Quinjet with everyone okay, Hawkeye and Stinger unfasten their seatbelts and open the ramp. Spider-Man webbed down, followed by Hawkeye and Stinger running. Each one had their respected weapons in hand.

They arrived in the middle of a four-way street. Suddenly, the city lurched to a stop and a deep, primal rage bellowed out.

With that roar, a shadow came over them.

At the Vastness of space from the portal, a Chitauri Leviathan flew out.

Carrying hundreds of soldiers, the Chitauri Leviathan passed over the trio.

On the street Bridge they looked up, out of their element. From both sides, Chitauri soldiers clung off and attach themselves to the sides of the buildings, sliding down. Some crashed into these buildings and began firing from their energy rifles at innocent people.

"Keener, are you seeing this?" Spider-Man asked.

Inside the suit.

"I'm seeing, still working on believing. Where's Walters? Has he shown up yet?" Iron Man said.

"Walters?"

"Just keep me posted. Jarvis, find me a soft spot." Iron Man said and quietly flew behind and parallel with the Chitauri Leviathan.

At the tower Jane held down Loki's face straight ahead, forcing him to watch the city falling to ash.

"Look at this! Look around you! You think this madness will end with your rule?" Jane said and Loki tried to look away.

"It's too late. It's too late to stop it." Loki said.

"No. We can. Together."

He looked at her, showing a sign of hope. Then he stabbed her with a small knife and she keeled over.

"Sentiment." he said.

She got up, kicked him and lifted him into the air. Then she slammed him down, hard. Loki, bleeding, rolled over the edge. She looked down. He was tiding on a flying chariot and dozens of Chitauri followed his lead.

On the bridge street the trio ran behind upside taxis. They looked up and saw Loki taking his band down the street and fired at the street in a chain of explosions. Smashing cars and hurling people as it went it went off in one final conflagration. Terrified people were running from Loki, looking over their shoulders, coming straight at us. Spider-Man looked down the bridge.

"Those people need assistance down there." he said.

Chitauri soldiers that landed near them and started firing at them. Stinger pulled both pistols, fired and turned to Spider-Man.

"We got this. It's good. Go!" Stinger said.

"You think you can hold them off?" Spider-Man asked Hawkeye.

"Spider-Man." Hawkeye said and pulled a trigger on her bow; a narrow was mechanically chosen. "It would be my genuine pleasure." she said, shot an arrow into the its head gaining a few seconds for him as he fell down the bridge, followed by an explosion.

Spider-Man webbed over to the plaza, going over dozens of exploding cars.

Hawkeye ran over a bus full of people. From the windows, small kids were held by their parents for her to pull them out to safety. She ran over to the jammed door and jerkily opened it.

People started running out. Stinger emptied out her clips and Hawkeye fired arrows into the ranks of the Chitauri, hitting her mark each time she shoots.

"Just like Budapest all over again!" Stinger said.

"You and I remember Budapest very differently." Hawkeye said.

At Manhattan the cops continuously fired at the flying chariots. A young cop ran over to his Police Sergeant.

"We need to get out! They gotta bring the National Guard!" he said.

"National Guard? Does the army know what's happening here?" the police sergeant asked.

"Do we?"

Spider-Man jumped in front of them and they looked up at this ridiculous looking man.

"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." Spider-Man said.

"Why the hell should I take orders from you?" police sergeant said.

Suddenly, an explosion came up from behind Spider-Man. An energy blast was blocked by a web and two Chitauri Soldiers attacked. The cops watched in shock as Spider-Man fought them off with ease. The Sergeant turned to his officer.

"I need men in those buildings, lead the people down and away from the streets. I need a perimeter as far back as 39th." he said.

In the sky line Iron Man swerved around a building and faced the Chitauri Leviathan. He pulled out his miniature multiple rocket launcher and fired. The Chitauri Leviathan roared in annoyance and turned to him.

"We got his attention. What the hell is step two?!" Iron Man asked JARVIS and flew away.

At Bridge Street Hawkeye tripped a Chitauri Soldier and rammed an arrow down its throat. Stinger got her hands on an energy rifle and stick fought.

Spider-Man joined back in and using his webs, swapped and whacked oncoming Chitauri Soldiers. It's all too much on them, then lightning struck 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 and Jane touched down.

"What's the story upstairs?" Spider-Man asked.

"The powers surrounding the cube is impenetrable." Jane said.

"Jane is right. We gotta deal with these guys." Iron Man said.

"How do we do this?" Stinger asked.

"As a team." Spider-Man said and saw the day Harry helped him with Sandman and Venom then shook his head.

"I have unfinished business with Loki." Jane said.

"Yeah, get in line." Hawkeye said.

"Save it. Loki's gonna keep this fight focused on us and that's what we him these things could run wild. We got Keener up top, he's gonna need us..."

Just then, Jennifer arrived on a small Motorbike. Getting off, he looked around the city.

"So, this all seems horrible." Jennifer said.

"I've seen worse." Stinger said.

"Sorry."

"No. We could use a little worse."

"Keener? We got her." Spider-Man said.

"Walters?" Iron Man said.

"Just like you said."

Inside the suit

"Then tell him to suit up. I'm bringing the party to you." Iron Man said and came out from behind a building.

The Chitauri Leviathan followed, impatiently.

At Bridge Street the rest of the Avengers looked up, getting ready and standing still.

"I... I don't see how that's a party..." Stinger said.

Iron Man swooped down the street. The Chitauri Leviathan also swooped down, barreling down the street. Jennifer looked behind.

Then Spider-Man looked at her and Jennifer started walking towards the monster.

"Dr. Walters. Now might be a really good time for you to get angry." Spider-Man said.

"That's my secret, Spider-Man. I'm always angry." she said, started swelling, stretch and harden as green shot through her body.

She Hulk popped the Chitauri Leviathan in the nose and flipped over a 360.

Iron Man, in mid-flight, extended his arm out and a Rocket, ready to shoot. He fired and the rocket hit a soft spot. Large Chitauri Leviathan were blown completely away. Real pain from the Chitauri Leviathan. Other pieces of meat caught fire and withdraw sizzling as they hit the pavement. Spider-Man raised his hands creating webs to block them.

From above and on the buildings, the Chitauri army watched in horror as a group of Earth's Mightiest Heroes found themselves united against a common threat.

In the sky Loki watched below, motionless.

"Send the rest." he said.

In space from the portal, thousands more of Chitauri Soldiers and even more Chitauri Leviathans flew out.

On the bridge The Avengers looked up.

"Guys." Stinger said.

"Call it, Spider-Man." Iron Man said.

"Alright, listen up. Until we can close that portal up there, we're gonna use containment. Bishop, I want you on that roof, eyes on everything. Call out patterns and strays. Keener, you got the perimeter. Anything gets more than three blocks out, you turn it back or your turn it to ash." Spider-Man said.

"Wanna give me a lift?" Hawkeye asked.

"Right. Better clench up, Legolas." Iron Man said and lifted Hawkeye up to the building.

"Jane, you've gotta try and bottleneck that portal. Slow them down. You've got the lightning. Light the bastards up." Spider-Man said and Jane flew up to Stinger. "You and me, we stay here on the ground, keep the fighting here. And Hulk. Smash."

Hulk smiled and leapt, soaring high up into the nearest building, then she ran up the wall hit several Chitauri Soldiers, snapping in half.

Then she dove towards a building on the other side of the street, throwing the dead Chitauri Soldiers towards other soldiers. The Chitauri Soldiers fired at her but she backhanded them, seized them and with raw power, threw them down.

In her most powerful leap yet, she flew up and was in the middle of a flying chariot traffic jam, to which she smacked them out of altitude.

On the Empire State Building Jane grabbed onto the tower, raised Mjlnir and a blinding bolt of lightning struck down from above, colliding on Mjlnir. She aimed this shockwave towards the portal.

She channeled the blast and fired the electricity out at the Chitauri Soldiers flying out of the portal. They were blasted back in a shockwave. The Chitauri Soldiers convulsed, drop dead to the ground and ripped out of a Chitauri Leviathan, and exploded.

Back in the bridge, Fury saw on his View screen the destruction going on in New York. Hill walked up to him.

"Sir. The council is on." Hill said and Fury pressed his screen.

On the rooftop, Hawkeye fired arrows into the streaming flow of the Chitauri Riders, hitting his mark each time. Then he aimed his bow behind him, without looking and released the arrow, exploding a rider.

"Keener. You got a lot of strings sticking to your tail." Hawkeye said.

"Just try and keep them off the streets." Iron Man said.

"Well, they can't bank worth a damn. Find a tight corner."

"I will roger that." he said and lead towards tight corners and in her view, who fired arrow upon and arrow, exploding the Chitauri Riders.

He kept leading Chitauri Riders under tunnels, through open parking garages. He looked back but had none left.

Inside the suit.

"Nice call. What else you got?" Iron Man said.

"Well, Jane's taking on a squadron down on 6th." Hawkeye said.

"And he didn't invite me?"

At the office building Conference Room office workers sat around a table. But the noise caught one worker's eye, then another, and soon they were all rising, stepping to the window, mesmerized by what lies beyond.

Workers' Pova Chitauri Leviathan swam right in front of them.

In the Office Building Conference Room.

Suddenly, another noise caught the worker's attention.

Hulk crashed through their floor. Slashed her through the room, pounding away and jumped out onto the jaw of the Chitauri Leviathan. The Chitauri Leviathan started heading down, trying to wave off her.

At Bridge Street Stinger, using the Energy Rifle, was taken off her feet by a Chitauri Soldier. She tiresomely took it down by cutting its throat. She grabbed the Energy Rifle, turned to attack. Spider-Man stood there, getting ready to shoot webs. She slumped back, tired.

"Spider-Man, none of this is gonna mean a damn thing if we don't close that portal." Stinger said.

"Our biggest guns couldn't touch it." Spider-Man said.

"Well, maybe it's not about guns."she said and gestured the flying chariots.

"You wanna get up there, you're gonna need a ride."

"I got a ride. I could use a lift though." she said and backed up giving herself a running start.

Spider-Man got his hands ready.

"Are you sure about this?" he asked.

"Yeah. It's gonna be fun." she said and ran at him.

Then she did a parkour move, using her feet to run up the car and jumped up on Spider-Man's webs he just let out, giving her a boost with the webs. She grabbed onto a flying chariot.

Then she climbed onto the chariot and cut the turret shooter's linkage to it. She jumped on the rider and struck her knives into his nervous system and got him to bank over a building.

Iron Man arrived and shot any other Chitauri Riders following her. He made his way down to Spider-Man, who fought off more Chitauri Soldiers. Iron Man pointed his hand boosters at his webs. The energy came off and Spider-Man used it as a reflection beam and took down nearby Chitauri.

From above them, Hawkeye sent down remaining arrows and sent one across the street, taking down a Chitauri Rider following Iron Man.

Meanwhile Jane and Hulk fought on top the back of the Chitauri Leviathan, tearing apart and fighting Soldiers. Hulk broke off a piece of armor and slammed it down onto the spine of the Chitauri Leviathan. Summoning all her strength, Jane raised, drawing lightning to it from all sides, and brought it down with a final, terrible blow.

Meanwhile the Chitauri Leviathan crashed into a history museum dead. Jane and Hulk stood on the back of the Chitauri Leviathan after bringing it down. They stood still, admiring. Then Hulk punched Jane with her enormous hand and she went flying and Hulk smirked.

At Stark Tower Selvig woke up from Loki's mind control. He looked around, confused where he was and looked up at the sky, amazed.

At Bridge Street Several humvees aimed their Mounted .50 Cal guns into the sky, firing and hitting Chitauri Riders. Spider-Man fought off a Soldier pinning him down with its energy rifle. Then he broke it's leg and stood up.

"Spider-Man, the bank on 42nd past Madison, they caught a lot of civilians there." Hawkeye said.

"I'm on it." Spider-Man said, got a shot ready and headed there.

At 42ND Bank dozens of civilians were gathered in bank. Tension and uncertainty surround them. Three Chitauri Soldiers oversaw them, pointing their weapons at them. One of them charged a bomb and it beeped.

Then Spider-Man jumped through the window and threw some webs at the Chitauri bomber. The two Chitauri Soldiers aimed their rifles, but he jumped and hit the ceiling with a web, let go and kicked at them. Then he jumped over the desk, Headlock a Soldier, while Backhanding another one over the railing. Then the crowd moved away.

A Chitauri Soldier attacked him from behind and ripped off his mask. The bomb was beeping faster.

"Everyone! Clear out!" Spider-Man said, flipped over the Soldier, grabbed a Shield from a statue and just as the bomb was about to go off, Chitauri Bomber dove for, trying to stop it, but it went off, sending him through the window, landing very hard on a car. The civilians looked up from below okay.

They recognized Peter after recognizing his hair and face from Richard and his eyes from Mary and were shocked he was Spider-Man. Especially people from school or knew his parents.

Peter Parker, photographer, nerd, son of Drs. Richard and Mary Parker was Spider-Man.

Outside the Bank Spider-Man went off the car and looked around the destroyed city. The police and firemen arrived, pulling out those civilians he saved.

A Waitress looked back, thankful.

Then Spider-Man went to find his mask and put it on.

Back in the bridge, Fury saw on his View screen the World Security Council.

"Director Fury, the council has made a decision." World security council 2 said.

"I recognize the council has made a decision, but given that it's a stupid ass decision, I've elected to ignore it." Fury said

"Director, you're closer than any of our subs, you scramble that jet..." World Security Council 1 said.

"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."

"If we don't hold them in the air, we lose everything."

"I send that bird out, we already have." Fury said and shut off his viewscreen.

At Manhattan Stinger, still driving the chariot with the rider, was hit at her side. She looked about, wondering whose energy fire it was and looked behind.

"Oh. You." she said and Loki followed in hot pursuit.

They raced downward, trailing between buildings. They raced driving and dodging.

At the Rooftop building Hawkeye looked at Stinger, astonished.

"Cas, what are you doing?" she asked.

"Uh... a little help!" Stinger said and Hawkeye pulled the trigger twice, knocked an arrow and pointed it at Loki, smiling.

"I've got him." she said, fired and the arrow struck down the city, straight at the Loki's head.

Loki grabbed the arrow straight out of the air and looked straight at her, smiling.

Then the arrow exploded in his face, crashing into the Stark Penthouse Pad.

Stinger looked down and building her momentum, jumped off the chariot, landed on top of Stark Tower, rolling herself to the edge.

At the Penthouse Loki looked up, shocked at what just happened, Hulk was leaping up and kicked him, hurtling towards the glass window. Then she collapsed as she hit the wall and jumped in, ready to attack. Loki rolled himself up in a flurry of broken glass, standing up to her.

"ENOUGH! YOU ARE, ALL OF YOU ARE BENEATH ME! I AM A GOD, YOU DULL CREATURE, AND I WILL NOT BE BULLIED..." Loki said.

Hulk grabbed him by the legs and smashed him against the floor repeatedly and finally threw him aside to the ground, flattening him.

"PUNY GOD." she said and he whimpered in pain.

At Stark Tower Stinger walked up the CMS machine. Selvig, slumped down, weakened, looked at her desperately. The Tesseract's energy was firing towards the portal, gaining in strength, at the surge of energy moving through the sky.

"Doctor." Stinger said.

"Loki's scepter, the energy... the Tesseract can't fight. You can't protect against yourself." Selvig said.

"It's not your fault. You didn't know what you were doing."

"Well, actually I think I did. I built in a safety to cut the power source."

"Loki's scepter."

"It might be able to close the portal." he said, looked down and saw a gold gleam. "And I'm looking right at it."

At Manhattan Jane rode on top of chariot, smacking several Riders with the Mjlnir. As she took the reins, a Chitauri Leviathan crashed through a building, knocking him down to where Spider-Man was, fighting off Soldiers.

Iron Man flew right next to the Chitauri Leviathan and aimed his Laser Booster at it but got nothing.

"Sir, we will lose power before you cut through that shell." JARVIS said and Iron Man flew up ahead, facing the oncoming monster.

"JARVIS. You ever hear the tale of Jonah?" Iron Man asked.

"I wouldn't consider him a role model."

Iron Man flew towards the Chitauri Leviathan, unleashing every arsenal on the suit. The Chitauri Leviathan opened its mouth but Iron Man flew in and burst out the other end, making the Chitauri Leviathan collapse.

Then Iron Man rolled down the street. The wind was knocked out of him. He looked up with an overwhelming sigh as a small band of Chitauri Soldiers rushed towards him, holding out their rifles.

At Rooftop Building Hawkeye turned to fire her last arrow. Using her bow as a staff, she knocked some Chitauri Soldiers, before yanking his last arrow off the dead body a Chitauri Soldiers.

She knocked her arrow, dove down the building and fired his grappling arrow up into the side of building. Falling down, he found the Momentum and swung himself into a building and cannonballed in.

At Manhattan Hulk held Chitauri Soldiers by the face and slammed them down. More kept coming. She looked up. Hundreds of riders hover over her. Then they started firing blasts and she took them like she's running through a light rain. Blocking the streams of streaking blasts.

On the Helicarrier deck a lone pilot sat in his cockpit, listening.

"Override order, 7 Alpha 11." World Security Council 2 said.

Fury was no longer in command.

"7 Alpha 11, confirmed. Prepare to takeoff." 7 alpha 11 pilot said and ignited his engine.

Back in the bridge, Hill saw on her screen 7 Alpha 11 preparing to leave.

"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!" she said.

Back on the deck Fury ran out, holding a airy tonic RPG-7. He took aim and fired, hitting the tail end of the jet. The jet skid off towards the edge and the Pilot was unharmed.

Suddenly, another 7 Alpha 11 Jet flew off. Fury stood there, knowing he can't do anything about it.

"Keener, you hearing me? We have a missile headed straight for the city." he said.

"How long?" Iron Man said.

"Three minutes, at best. Stay low and wipe out the missile."

At Manhattan Iron Man fought off as many Chitauri Soldiers as he sustain.

"Jarvis, put everything we got into the thrusters!" Iron Man said.

"I just did." JARVIS said and Iron Man left the streets and flew up into the sky.

In the sky 7 Alpha 11 arrived outside the city. He flipped the switch to press the button and pressed it. The missile was dlying out to Manhattan.

"Destination is in 2 minutes, 30 seconds mark." 7 ALPHA 11 said.

Back at Manhattan Spider-Man and Jane battle, side to side. They threw their respected weapons. Jane caught Mjlnir, but as Spider-Man turned, an Energy Blast struck him down hard. She ran over to a broken car, swung the Mjlnir and flipped the car over and over on its side, crushing a few Chitauri Soldiers.

Spider-Man tried to get up and she helped him back to his feet. Then she raised her hand back up.

"You ready for another bout?" Jane asked.

"What? You gettin' sleepy?" Spider-Man asked.

At Stark Tower Selvig was in scientist mode clacked away at his laptop.

He nodded and Stinger grabbed Loki's scepter and slowly broke into the Force Field, almost touching the Tesseract.

"I can close it! Can anybody hear me? I can shut the portal down!" Stinger said.

Back at Manhattan.

"Do it!" Spider-Man said.

"No, wait!" Iron Man said.

"Keener, these things are still coming!"

Inside the suit.

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

In the sky he caught up, now came at the missile from behind. The missile sped on and Iron Man grabbed it from behind, gripping it tightly.

With a mighty effort, he wrenched the rocket off its course.

Steering it from behind, he accelerates quickly, flying straight up into sky, towards the portal.

Inside the suit.

"Keener, you know that's a one-way trip?" Spider-Man asked.

"Save the rest for return, J." Iron Man said.

"Sir. Shall I call Miss Snow?" JARVIS asked.

"You might as well."

At Stark jet Sarah, along with her crew, watched on T.V., in horror, the destruction in New York. On the table, her cell was Vibrating, with Harley's picture on it.

Back in the bridge, every single agent held their breath as they too watched Iron Man fly up into the portal.

In the sky Iron Man climbed higher and higher over the city, gaining speed, suddenly flung himself through the portal. Communications die and the suit started freezing and he looked in horror.

On the bridge every single agent cheered while Fury smiled and tried to communicate with Iron Man but got nothing.

In space to Iron Man's horror an Armada. The black sky was filled with what must be ninety ships in a vague cluster. Most of them hung still in the air. Some move swimmingly about.

Then he let go of the missile and it whistled off into the blackness as he idly fell back down the portal's opening.

The missile reached the main hip. The main ship implodes, causing the entire Armada to burst into a supernova, creating a spectacular heavenly display.

At Manhattan all of the Chitauri Soldiers and Chitauri Leviathans keel over and started to shake, then stop and they all fell over. The Avengers looked up at their Consultant, not sure if he'll make it through.

At Stark Tower still holding the scepter in hand, Stinger shifted around, waiting.

"Come on, Keener..." she said

Back at Manhattan Jane and Spider-Man saw the supernova coming towards them and Jane nodded to Spider-Man.

"Close it." Spider-Man said to Stinger.

Back at Stark Tower without hesitating, Stinger pulled the scepter out, the Tesseract turned off its energy beam and the portal quickly closed.

Then a small figure hurled backwards into the open now closed portal. It was Iron Man plummeting to the earth.

Back at Manhattan.

"Son of a gun!" Spider-Man said smiling while Iron Man kept falling.

"He's not slowing down." Jane said and swung Mjlnir around.

Just as she flew up, Hulk snagged Iron Man out of the air, both crashing and sliding down a building.

At Bridge Street Hulk threw Iron Man off him. Jane and Spider-Man ran over to him and Jane ripped off his helmet. He appeared to be dead. They stood around not sure. Then Hulk yelled in fury and the noise startled Harley awake.

"What the hell? What just happened? Please tell me nobody kissed me?" he asked.

"We won." Spider-Man said.

"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."

"We're not finished yet." Jane said looking at Stark Tower.

"And then shawarma after."

At Stark Penthouse Loki crawled onto the stair, looking like a piece of shit rag doll. He took a few breathers, sensed someone is behind him so turned to find the Avengers staring at him.

"If it's all the same to you. I'll have that drink." Loki said and Hulk snorted at him.

Weeks Later.

At SHIELD Analytical Room TV news montage about The Avengers, there were various reports of what happened. Some people agreed they did good, protecting the city and others believe it was their cause.

"Superheroes? In New York? Give me a break!" an old man said.

"These so-called heroes have to be held responsible for the destruction done to the city. This was their fight. Where are they now?" Boynton said.

"What? That this was somehow their fault? Spider-Man saved my life. Wherever he is, wherever any of them are, I just wanna say thank you." a waitress said.

At Central Park the Avengers took Jane and Loki, handcuffed and muzzled, to a blocked area. She shook hands with her team and gave Selvig a hug. Harley opened the Tesseract's case.

Jennifer took it out and put inside a glass tube, held by Jane. Jane gave Loki the other end, who reluctantly took it.

The Asgardians leapt into the energy beam and were gone.

Then, one-by-one, the group splintered off, strolling into different directions. Jennifer climbed in with Harley in his sports-car, Peter rode away in his Harry and Cassie and Kate climbed back into SHIELD cars. They all part.

At SHIELD Analytical Room Fury was facing once more members of the World Security Council.

"Where are the Avengers?" security council #3 asked.

"I'm not currently tracking their whereabouts. I'd say they've earned a leave of absence." Fury said.

"And the Tesseract?" security council #2 asked.

"The Tesseract is where it belongs: out of our reach."

"That's not your call." security council #1 said.

"I didn't make it. I just didn't argue with the god that did."

"So you let him take it and the war criminal, Loki, who should be answering for his crimes?"

"Oh, I think he will be."

"I don't think you understand what you've started. Letting the Avengers loose on this world. They're dangerous."

"They surely are. And the whole world knows it. Every world knows it."

"Was that the point of all this? A statement?"

"A promise." Fury said and walked out, towards the bridge.

Later on the helicopter bridge Fury and Hill walked together, toward the window looking out into the world.

"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?" Hill asked.

"They'll come back." Fury said.

"You really sure about that?"

"I am."

"Why?"

"Because we'll need them to."

Hill turned around and Fury looked out, smiling.

At Stark penthouse Harley and Sarah unveil a new design for Stark Tower and the letters for "STARK TOWER" had been blown away, and all that remains is a giant A.