A large, fiery explosion from Clint's bow blew up the rear starboard side of the ship.

That rocked the lab, smashing the glass wall and sending Laura, Bruce, and Laura down into an air duct below.

Above, Tony and Steve were stumbling upwards.

"Put on the suit!" Steve told him.

"Yep!" the two helped each other up each other up and ran down the debris smoke filled hallway.

On the bridge, agents were scrambling to their stations while the alarms were going off.

"Hill?" Fury asked over the comms.

"Turn up that engine! Number 3 engine is down! Can we get a run in? Talk to me." Hill asked while heading to the Galaga player.

"Turbine's loose. Mostly intact, but it's impossible to get out there and make repairs while we're in the air." he said while gesturing to the engine readout on his monitor.

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

"Stark! You copy that?" Fury asked him.

"I'm on it!" he replied.

"Coulson! Initiate official lock down in the detention section then get to the armory! Romanoff? Watson?" Fury asked.

In the airduct, Laura was struggling to lift a large pipe off of her chest.

It was pinning her on her back and Nat by her ankle.

"I'm fine…" she winced while using both hands to lift the pipe off of them with all of her strength.

She screamed a war cry but managed to lift if off of them.

"Geez." she groaned as the two stumbled upwards.

"You good?" she asked Nat.

"Yeah." she nodded but the two looked over to Bruce.

He was breathing heavily after his hard landing.

Gripping the grated floor to maintain control.

"I'm okay. We're okay, right?"


Clint's team repelled into the ship.

Bruce was failing to control himself, turning more and more green.

"Bruce I know you're still there. You gotta fight it." Laura said nervously, noticing he was blocking their path from the exit.

"Doctor... Bruce, you gotta fight it. This is just what Loki wants. We're gonna be okay. Listen to me. I swear on my life..." Nat said right next to her but he snapped his head back to them.

"Your life?" he snarled in a deep voice.

Laura gripped her glock as the two watched him get bigger, more muscular, and green.

His purple shirt was being ripped apart as he knelt on the floor.

"Bruce." Nat whispered.

He turned his dark eyes back to her but he led out a loud roar.

"Run!" Laura shouted.

The two bolted backwards and up the stairs to the air ducts above.

Hulk ripped the metal staircase right from under them but they jumped to the railing.

They climbed over it and ran for their lives through the maze of air ducts and pipework. Hulk never far behind them.


On portside, Steve pushed the wedged door open to engine three.

The entire corner of the ship was blown apart and allowed injured SHIELD agents to escape.

Tony flew in and hovered by the wrecked engine.

"Stark! I'm here!" he shouted over the wind.

"Good. See what we got." Tony said as his HUD highlighted the engine, showing the jammed rotor.

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

"I need you to get to that engine control panel and tell me which relays are in overload position." he told Steve and flew into the giant cooling conductors.

Steve leapt to the other side of the broken railing.

Heaving himself upwards to the control panel.

He pulled the high tech panel out and stared at it in confusion.

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

"It seems to run on some form of electricity." he stated the obvious.

"Well, you're not wrong."


Laura and Nat were still running through the darkened air ducks.

Laura's eyes constantly looking around.

She fiddled with her earring aid, trying to listen to anything but Nat suddenly blocked her with her arm.

The two stopped in place and saw a shadow sprint in front of them.

The two brought out their guns and slowly crept forwards.

Hulk suddenly roared loudly in front of them but Nat shot at a liquid nitrogen pipe.

Steam came from it, temporarily blinding Hulk, giving the two a second to run.

Hulk smashed through it with ease, chasing the two down a long corridor.

Laura was running for her life as Hulk smashed his way through the narrow hallway, taking out the ships pipework with him.

He caught up with them and easily flung them aside, hard.

"Ah!" Laura screamed as her head hit the ceiling above and landed on the floor with a thud.

Nat was thrown into the cement wall and was cornered.

She looked over to Laura who winced herself into a sitting position and she was looking between Hulk and Nat.

Hulk was looking back and forth between her and Nat, trying to decide his next move and raised his hand.

He was suddenly knocked through the wall by Thor and Laura released a breath she didn't realize she was holding.

"Shit." Thor crashed him into the hangar and slowly got up by his arms.

SHIELD pilots ran for their lives as Hulk approached Thor.

Thor swung his hand and almost knocked Hulk off his feet.

Hulk kept swinging his punches at him, missing each one.

Finally, he brings down his arm, but Thor grabbed it and wraps around it.

"We are not your enemies, Banner! Try to think!" he said, struggling to keep his arm from pinning him down.

He was able to push Hulk off him, surprising him only to be punched away.


Outside, Tony was blasting away the last of the debris that was jamming the engine.

Steve was repairing the last relay after getting instructions how by Tony and pushed the last one back into its slot.

"The relays are intact. What's our next move?" he 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." Tony answered.

"Well if that thing gets up to speed, you'll get shredded!" he warned.

"Then stay in the control unit and reverse polarity long enough to disengage mag…" Tony began to explain but was interrupted.

"Speak English!" Steve said and he sighed.

"See that red lever? It'll slow the rotors down long enough for me to get out. Stand by it, wait for my word." he said simply.

Steve saw it across the blown up gap and leapt over to it.


Thor was still getting tossed around by Hulk in the hangar but had enough.

He reached out his hand as Hulk was running towards him but Mjolnir flew to it.

Thor swung it at Hulk's chin, crashing him into a Quinjet.

Roaring, hulk ripped off the wing of it and tossed it to him.

Thor was running to him but he ducked his head and it sliced off a Humvee.

Thor swung his hammer at Hulk who grabbed onto it but that flung him backwards, pinning his hand to the floor.

He tried lifting it up but failed. He tried unpinning himself, burying his feet into the concrete.

Thor leapt up and put him into a chokehold.

Hulk trying but failing to fling him off of him.

Hill and Fury were still at their stations, failing to control the emergency situation.

"We need a full evac on the lower hangar bay." Fury ordered Hill.

She nodded and headed to the exit but a grenade rolled onto the bridge.

"Grenade!" it blew up, sending her down the steps.

Fury fired a shot at the open entrance.

He moved over behind the side of the wall.

A handful of Clint's men entered with their rifles drawn.

He stepped out, his gun drawn.

He easily took and disarmed two of them but one slid by him.

He was shot in the head and dropped, revealing Hill with her pistol aimed at him.

"We have the HULK and Thor on research level 4. Levels 2 and 3 are dark." Sitwell warned over the comms.

"Sir, the Hulk will tear this place apart!" Hill warned.

Her and Fury were still firing at Clint's men still trying to get on the bridge.

"Get his attention."

"Escort 0-6, proceed to Wishbone and engage hostile. Don't get too close." she ordered.

"Copy." A jet swopped in to the hull of the ship where Thor and Hulk were still fighting.

He flew into the hull and locked on.

"Target acquired. Target engaged." the pilot began firing his 50 cal at Hulk's back.

The only thing it seemed to be doing was smashing all of the windows.

Hulk snarled and Thor ducked for cover. Hulk turned around while the bullets were bouncing off of him and he roared loudly.

He ran and made the large jump to the pilot who widened his eyes in horror.

"Target angry! Target angry!" the pilot began to pull away but Hulk landed on the jet and began ripping it apart.

The jet began to nosedive and the pilot ejected.

Hulk grabbed the seat however and threw it away but the parachute opened.

Back outside, Tony used his laser to cut a big piece of broken metal away from the rotor.

He then jumped on it, relieving the rotors themselves.

On the other side, Clint's men enter the port side.

Steve looked down just in time to see them shooting at him.

Evidently not as they begin shooting at him and throwing grenades.

Steve jumped to the other railing and down with Barton's men.

He tossed one off and then grabbed his gun to begin firing at the others, pinning him down.


Clint's men were still trying to storm the bridge but Fury and Hill were successfully holding them off.

"They are not getting through here, so what the hell…" Fury wondered but suddenly, Clint fired an arrow down to the bridge from a grate and blew up critical spots.

Smoke filled the room and he released a multi-tipped arrow towards Fury, but instead it hit his setup, inserting itself into the USB outlets.

He fired at Clint but was already gone.

The drive took down all of the stations and computers, including Engine 1 to shut off.

The helicarrier itself tilting dangerously to its right side.

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

"It's Barton. He took out our systems. He's headed for the detention level. Does anybody copy?" Fury asked over the comms.

Laura heard it in her ear but she was currently focused on Nat among the chaos.

She had her arms wrapped around her knees, rocking herself back and forth and was shivering.

She had never seen her this afraid before.

She was terrified of what just happened herself but forced her emotions down to help her friend.

Silently placing her hand on her shoulder while kneeling down next to her.

Moving her thumb back and forth in a soothing circular motion.

Nat swallowed and reached for her earpiece.

This is Agent Romanoff. I copy." the two bolted up and Laura realized something.

"What?" Nat asked, seeing the look on her face.

"Loki! He's gonna escape!" she shouted, realizing this was his plan.

"Go." Nat ordered her.

She nodded back and brough out her gun.

The two ran off in opposite directions, Laura running towards Loki's cell.

Steve was still firing at Clint's men while Tony gripped one of the rotors and began to push it from his suit boots.

"Stark, we're losing altitude." Fury warned.

"Yeah. Noticed." he said dryly.

The rotors start propelling faster and faster as Tony flew circularly with them.

On the other side, Steve continuously shoots at Clint's men, still pinned down while the bullets flews dangerously over his hair.

That caused him to slip backwards over the edge but he managed to grip a loose cable.


Laura was sprinting down the hall that led to Loki's cell but saw Thor running from the other end to her.

"Your brother…" she warned but he nodded.

"I know." he simply nodded and ran ahead of her.

She had both hands on her gun and ran around, only to see one of the men opening up the round glass cell door.

"No!" both of them shouted.

They sprinted towards him with Laura firing her gun at Loki who crouched down to attack.

Laura leapt ahead of Thor to tackle him back into the cell but he dissipated into nothing.

Thor crashed on top of her and she winced from his weight.

"Ah." she winced. The two got up only to see the door sliding shut.

"Oh god." she released a shuddered breath in fear.

"Are you ever not going to fall for that?" Loki asked his brother smugly.

Laura charged up to the window and Thor swung Mjolnir at it, only for it to crack slightly.

Loki smiled sinisterly while Laura hopelessly punched on the glass.

"If you do this… I'll make sure you'll regret it." she warned, trying to act tough and not afraid.

"Oh I don't doubt that…" Loki replied with a grin.

"However, I believe a test in your cage is in order." he smiled and headed for the control panel.

Her eyes looked up to Thor with deep worry but a thud was heard.

The agent dropped to the gun and she looked up to Phil with a phase two rifle aimed at Loki.

"Move away, please." he threatened.

Loki paused in place with his hands hovering over the monitor.

"Phil!" Laura pounded on the glass desperately.

"Ms. Watson…" he breathed in shock.

"Get us out of here. Please…" she pleaded in terror.

"I will. Ms." he reassured her.

He turned his head back towards Loki who was slowly moving away from the panel.

"You like this? We started working on the prototype after you sent The Destroyer. Even I don't know what it does." he said and armed the heavy duty rifle at him.

"Do you wanna find out?" he threatened but gasped.

The real Loki stabbing him through the heart from behind with his scepter.

"No!" both Laura and Thor cried out.

A large stab wound was bleeding through his suit as he collapsed to his knees.

"Phil…!" Laura gasped, failing to prevent tears form in her eyes.

She rammed herself into the glass with all of her strength but to no avail.

"No Phil c'mon. Please!" she begged while pounding hopelessly on the glass with her fist.

She collapsed to her knees with no avail. He turned his head towards her with blood coming out of it.

"I'm sorry…" he managed to whisper.

She pressed her palm against the glass in vein.

Loki strolled over to the panel and flipped over the glass and hovered his finger over the button.

Laura began to hyperventilate and Thor glared angrily at his brother.

He pressed it, opening the vault underneath the cell.

Loki looked back to them one last time and smiled directly at Laura.

"As I was saying. You won't be alive for me to regret it." he pressed the button, releasing the locks, hurling them downwards at speed.

The cell was spinning violently as it fell thousands of feet in seconds at terminal velocity.

Laura was being hurled around violently inside, crashing her head and body against the wall and cell.

Seeing stars each time.

"Ah! Ow!" Ah!" she cried out in severe pain each time she collided with a wall of the window.

Feeling the impact of each collision, she tried lifting her arms up to protect herself after being it dozens of times but struggled against the G force.

She felt herself crash into Thor a few times as their bodies were being flung like rag dolls.

Her vision was spinning, unable to pin point anything down as they quickly free fell.

Thor managed to grab onto her waist, pinning her tightly against him and tucked her head into his neck.

His strong arm wrapped around her.

She closed her eyes, waiting for the end but he flew into the glass again.

Breaking the same spot he did before with Mjolnir, he managed to make the impact deeper.

The cell was still spinning violently and even Thor struggled to place his footing.

He managed to plant his feet on the glass and aimed at the weak point of the window.

He broke through it as Laura screamed in horror right before the cell crashed onto a beach.

The two crashed into the nearby field, Thor spinning around so it was him who took the brunt of the fall.

They crashed into the dirt, causing him to drop his hammer and Laura blacked out instantly from the strong impact.


Back on the ship, Fury was running towards Loki's old cell but spotted Phil slumped on the floor.

"Sorry, boss. They got rabbeted." he choked out.

"Just stay awake. Eyes on me." Fury replied, grabbing his chin.

"No. I'm clocked out here." he said gravely.

"Not an option." Fury denied.

"It's okay, boss. This was never going to work... if they didn't have something... to…" Phil tried to finish but gave his last breath.

Fury closed his eyes and lowered his head.

He stepped out of the way to let paramedics take his body.

"Agent Coulson is down." he said through the comms.

"Paramedics are on their way…" Nat heard as agents took a knocked out Clint away after their fight.

"They called it." Tony and Steve heard, shocking them.


The team regrouped to the table on the bridge, excluding Nat who was looking over for Clint.

And Laura and Thor.

Tony himself was gripping the table tightly.

And seething.

Just hearing what had happened to her.

"These were in Phil Coulson's jacket. Guess he never did get you to sign them." Fury said while taking out his trading cards, now blood spattered and tossed them onto the table.

Steve picked up one of him saluting in his uniform.

"We're dead in the air up here. Our communications, location of the cube. Watson, Banner, Thor. I got nothing for you. Lost my one good eye. Maybe I had that coming…" Fury began and Tony's anger snapped.

"You killed her!" he shouted, startling Steve.

"We don't know that yet…" Fury put his hand up.

"That was a thirty thousand foot fall! And you're saying she somehow survived that!" he said while marching up to him.

"Yes but she was also with Thor. She wasn't alone." Fury said, trying to defuse the situation.

"You're the reason she was there in the first place!" he accused.

"You and I both know that isn't true." he argued. Tony opened his mouth to rebuttal but closed it.

He of course knew how involved Laura ended up with SHIELD and how much stronger she became because of it.

Silently admitting he may be right he back up and sat down.

Steve silently listened to the argument.

Misjudging the two's relationship. And them.

"As I was saying…" Fury began again.

"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, Watson and Stark know this, called THE AVENGERS INITIATIVE. The idea was to bring together a group of remarkable people, see if they could become something more. See if they could work together when we needed them to, to fight the battles that we never could. Phil Coulson died still believing in that idea, in heroes." Tony got up and marched out of the bridge, not wanting to hear anymore.

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


Far down and away in a field, Laura groaned with her eyes closed, hearing someone say her name.

"Lady Laura… Lady Laura." she heard the deep voice get louder and slowly opened her eyes.

She blinked the multiple times, her head was pounding and she ached all over.

Her vision slowly became clear to see Thor looking down at her with worry.

"Lady Laura. Are you alright?" he asked concerned and she groaned.

"Am I dead?" she asked hesitantly and he frowned.

"No, you are not. I was able to grab onto you before we fell. I apologize for doing so without your permission. For doing so." he said and added.

"It's okay. I guess you saved my life." she thanked him.

She glanced through her broken glasses to see herself in his arms.

"Oh…" she stumbled upwards but he carefully helped her up while getting up herself.

She sighed, noticing her glasses were missing a lens, the left one being cracked and the black frames being severely bent in opposite directions.

Taking them off, she reached for her neckless and breathed a sigh of relief that it was still around her neck.

She looked down to see herself covered in dirt and grass, reaching up to feel it on her face and in her ruined hair.

Feeling it on her cheeks and neck.

She took out her Stark phone from her jeans pocket only to see the glass screen severely cracked.

Tossing them aside, she brushed a few loose curls out of her eyes.

She inspected her prosthetics to see them severely scraped and damaged but they were thankfully still supporting her.

"I'm gonna feel that in the morning." she muttered.

"I apologize. For putting you in danger." Thor said humbly.

She frowned and looked up at him.

"Your brother killed Phil. My friend" she snarled.

"I know." he looked down, avoiding her gaze with shame.

"He was my friend, too." he said sadly.

She frowned and arched her neck up at him.

"It's not your fault, Thor. It's Loki's." she hesitantly brought her hand up to his shoulder, unsure but patted it in a comforting manner.

"Loki's rage has followed me here. He knows how deeply I care for Midgard. You're people are in grave danger." he warned seriously.

She brought her hand back and crossed her arms.

"Yeah. I figured with the army from space thing so what do you think his next plan is?" she asked concerned.

Thor scratched his head and began pacing.

"He's doing this to get revenge. Selvig, Coulson, Earth. These are no accidents. His rage will inflict great harm on this realm. On me…" he began.

"Yeah. I've noticed with his little stunt in Stuttgart." she agree, still unimpressed and he nodded at her.

"He intends to bring the Chutari here. Where do you think he'll inflict the most harm?" Thor asked her.

"Well it's like you said. He wants the most harm. The most attention. He wants monuments built to himself with…" she began but went wide eyed.

"Son of a bitch!" she swore, remembering the location the monitor zoomed in on back at the lab.

"What?" Thor asked, seeing the look on her face.

"Do you know where New York is?"