"And there came a day, a day unlike any other, when Earth's mightiest heroes and heroines found themselves united against a common threat. On that day, the Avengers were born--to fight the foes no single superhero could withstand! Through the years, their roster has prospered, changing many times, but their glory has never been denied! Heed the call, then--for now, the Avengers Assemble!"

BURNING BLUE FLAMES. A smoky cube shape emerges - THE TESSERACT. Filling the screen with BLACKNESS

THRONE ROOM

Kneeling behind a THRONE, a CLOTHED, ARMORED FIGURE known as THE OTHER, bows.

THE OTHER: "The Tesseract has awakened. It is on a little world. A human world. They would wield its power,..."

THE OTHER faces a HORNED SHAPED SHADOW. LOKI. Loki is handed the CHITAURI SCEPTER, a long golden handle, fitted with a blue gem encircled with silver blades.

THE OTHER: but our ally knows its workings as they never will. He is ready to lead. And our force, our Chitauri, will follow."

TENS OF THOUSANDS of CHITAURI stand ready in a seething mass of neat rows and columns...the ground simply quakes.

THE OTHER "The world will be his. The universe yours. And the humans, what can they do but burn?"

S.H.I.E.L.D. PROJECT P.E.G.A.S.U.S FACILITY

Out in the New Mexico desert, a remote research facility is in a state of panic. It's an evacuation. A swooping helicopter flies in.

Chaos. Men in suits run around like in the typical we have to leave' fashion. Soldiers on foot jump onto Humvees, accelerating the hell out of there. A voice bellows from hidden loudspeakers.

And on a helipad Standing a few yards from the landing pad, A Fed in a suit with badass shades, peers at the helicopter as it lands. This is Shield agent Phil coulson.

Walking out of the helicopter is Shield agent Maria Hill… SEXY,FIERCE AND DETERMINED. Following her, shield director Nick Fury climbs out. Hill and Fury approach Agent Coulson.

NICK FURY: "How bad is it?

AGENT PHIL COULSON: "That's the problem, sir. We don't know."

FACILITY FLOOR

Agent Coulson leads Hill and Fury through the radiation section of the facility. Hundreds of technicians and other staff run around, taking only the essentials.

AGENT PHIL COULSON: "Dr. Selvig read an energy surge from the Tesseract four hours ago."

NICK FURY "NASA didn't authorize Selvig to test phase."

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

AGENT MARIA HILL "It just turned itself on?"

NICK FURY "What are the energy levels now?"

AGENT PHIL COULSON "Climbing. When Selvig couldn't shut it down, we ordered the evac."

NICK FURY "How long to get everyone out?"

AGENT PHIL COULSON "Campus should be clear in the next half hour."

NICK FURY "Do better."

CONTINUOUSLY HEADING DOWN TO RADIATION FACILITY FLOOR

AGENT MARIA HILL "Sir, evacuation may be futile."

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

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

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

AGENT MARIA HILL "Sir, is that really a priority right now?"

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

AGENT MARIA HILL yes, sir.(to standing agents) With me.

NASA SPACE RADIATION FACILITY, VACUUM CHAMBER

Fury enters the lab facility where the Tesseract is being held by a COMPACT MUON SOLENOID COIL CHAMBER.

NICK FURY "Talk to me, doctor."

DR. ERIK SELVIG emerges from behind the CMS machine, concerned.The Tesseract is glowing unusually brighter and flare rings shoot out at random.

SELVIG "Director."

NICK FURY "Is there anything we know for certain?"

SELVIG "Tesseract is misbehaving."

NICK FURY "Is that supposed to be funny?"

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

NICK FURY "How soon until you pull the plug?"

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

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

SELVIG "We don't have the harness. Our calculations are far from complete. Now she's throwing off interference,radiation. Nothing harmful, low levels of gamma radiation."

NICK FURY "That can be harmful. Where's Barton?"

SELVIG "The Hawk? Up in his nest, as usual."

We see CLINT BARTON, dressed in black tactical gear, is up on the railings watching them below, Fury calls Barton on his earpiece.

NICK FURY "Agent Barton, report."

BARTON rappels down from the catwalk. Walks up to Fury. They both walk around the facility in a discreet manner.

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

CLINT BARTON "Well, I see better from a distance."

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

NASA SCIENTIST (TO SELVIG) "Doctor, it's spiking again."

CLINT BARTON "No one's come or gone. It's oven i clean. No contacts, no I.M.'s. If there was any tampering, sir, it wasn't at this end."

NICK FURY "At this end?"

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

DR. SELVIG clacks away at the keyboard and sees on then monitoring his worst nightmares. Suddenly- the Tesseract THUNDERS and SHAKES the entire facility. Big enough where both Agents Hill and Coulson can feel and they're at different end of the facility. The flaring rings and glow of the cube spout out brighter and louder, like a boiling pot of water. The Tesseract's energy builds up into a BEAM much like the Bifrost Bridge, which HITS at the end of a platform that is wired to the CMS device. The great maelstrom beam FIRES the TESSERACT energy. The beam then forms a VORTEX, which then opens up a PORTAL. A BLACK HOLE IS CREATED. From the portal, the blackness of space, beautiful and mysterious, strewn with a billion stars appears and a GUST of BLUE ENERGY CLOUDS fill the room, blinding everyone.The Tesseract's energy forms into a cloud that reaches to the facility's vacuum chamber ceiling. It's abnormally quiet. Then... HEAVY BREATHING is heard from the platform. SHIELD GUARDS slowly approach, weapons in hands. A figure is kneeling on the platform, smoke coming off it. It's LOKI. Smiling in his mischievous manner, he raises his head. The smile dies down. He looks deep into the eyes of Fury, Barton and Selvig. He stands up, holding the scepter.

NICK FURY "Sir, please put down the spear!"

Loki looks at his spear then suddenly points it at where Fury and Barton are standing and SHOOTS OUT A BLUE EXPLODING LIGHT TOWARDS THEM. BARTON TACKLES Fury and they both barely miss Loki's fired shot. ALL HELL BREAKS. Machine gun fire is shot at Loki, but the bullets bounce off him like a boss. Loki jumps high from the platform and ATTACKS those firing at him. In the blink of an eye, Loki takes down several guards with his KNIVES and ENERGY BLASTS from the scepter. He stops and waits to see who will attack him next. Honestly, the whole lab has almost gone to shit. Barton tries to stand up. Loki quickly walks towards him. Barton raises his gun, but Loki grabs Barton's hand.

LOKI "You have heart."

Loki points the head of his spear at Barton's head. Barton's eyes suddenly glow BLACK. The ability to control Barton's mind is now in Loki's hand. Barton puts his piece away and stands straight. As Loki is busy using his abilities to control the minds of several S.H.I.E.L.D. personnel, Fury takes the Tesseract, placing it back into its case and tries to leave the lab.Then...

LOKI "Please don't. I still need that."

NICK FURY (TURNING) "This doesn't have to get any messier."

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

SELVIG "Loki? Brother of Thor?"

NICK FURY "We have no quarrel with your people."

LOKI "An ant has no quarrel with a boot."

NICK FURY "You planning to step on us?"

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

NICK FURY "Free from what?

LOKI "Freedom. Freedom is life's great lie. Once you accept that, in your heart… Like a gunslinger,"

Loki turns to face Selvig who's standing behind him and places his spear against Selvig's heart. Selvig's eyes glow BLACK.

LOKI "You will know peace."

NICK FURY "Yeah, you say peace, I kind of think you mean the other thing."

From the vacuum chamber ceiling, Tesseract's energy cloud

RAPIDLY builds into what may be an implosion.

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

NICK FURY "Like The Pharaohs of Odin."

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

LOKI "Well, then…"

Loki, looking at Barton, who doesn't even hesitate, SHOOTS FURY WHO FALLS TO THE GROUND. Barton grabs the case containing the tesseract and leaves the lab with Loki, Selvig and the other S.H.I.E.L.D personnel Loki is controlling.

P.E.G.A.S.U.S BUNKER, ENTRANCE OF EXITING TUNNEL

Loki, Barton, Selvig and the other S.H.I.E.L.D personnel are in the parking lot of the facility, quickly gathering certain weapons. Agent Hill watches in confusion, referring to Loki.

CLINT BARTON (pointing to the Loki team) "Need these vehicles."

AGENT MARIA HILL "Who's that?"

CLINT BARTON "He didn't tell me."

Agent Hill looks suspiciously at them as they get into the truck and turns to leave, as she's walking away...

NICK FURY (through the walkie talkie) "Hill, do you copy?!"

Loki and Barton SHARPLY look at Agent Hill.

BACK AT THE LAB

Fury is sitting up, pulling out the bullet, breathing heavily.

NICK FURY "Barton is...

P.E.G.A.S.U.S BUNKER

Suddenly, Hill turns to SHOOT AT BARTON, but Barton is already POINTING HIS GUN at her and starts SHOOTING, he moves the driver's seat of the truck and DRIVES OFF as Hill keeps shooting.

BACK AT THE LAB

Fury is holding his side, running.

NICK FURY "He's got the Tesseract! Track it down!"

The energy is really brewing a fucking shit storm from the vacuum chamber ceiling.

P.E.G.A.S.U.S BUNKER/TUNNEL

Agent Hill SLIPS into a JEEP and follows after Barton's truck.Loki's trucks SCREECH across the tunnel. Several SHIELD trucks pull up to them. A drive-by shooting ensues. Loki, who stands on top of the bed of the truck, uses his scepter and EMITS energy blasts, flipping over SHIELD trucks. They get in, the cars roar out after them. Agent Hill puts herself at a distance.

FACILITY FLOOR

Fury races out of the hallway, avoiding falling pipes. The entire facility is now in a full earthquake.

FACILITY FLOOR, ELSEWHERE

Agent Coulson and several SHIELD agents fall down the steps, dropping SILVER CASES of information. They attempt to grab them, but…

AGENT PHIL COULSON "No! Leave it!"

They run out of there like a bat from hell.

P.E.G.A.S.U.S TUNNEL

Agent Hill's JEEP ROARS out of a side of Barton's truck and pulls up alongside them on the left. She goes way ahead and pulls her brake, swerving into a 360, facing Barton's truck and driving in reverse. Barton's ARMS reach out the open window and OPENS FIRE. Agent Hill figures fuck it' and SHOOTS her windshield OPENING FIRE on Barton.

INSIDE OF A RANDOM VAN

Agent Coulson jumps into a SHIELD VAN. On his walkie:

AGENT PHIL COULSON "You're clear, sir! You need to go!"

HELICOPTER PAD

Fury BOLTS out of the facility and jumps into a helicopter. The surface of the pad gives way, PLUNGING the helicopter through the surface. But Fury's chopper BARELY makes it out.

P.E.G.A.S.U.S TUNNEL

Still in a chase and drive-by sequence, Barton's pushes the pedal harder, which causes Agent Hill's JEEP to WOBBLE out and put her back behind.

RADIATION FACILITY, VACUUM CHAMBER

The Tesseract's energy cloud now SHRINKS into a SMALL BALL OF WHITE LIGHT. Then...

A CLOUD OF BLUE LIGHT CONSUMES THE ENTIRE FACILITY AND PARTS OF THE DESERT. Fury watches from below, a RAPID build-up into what may be an implosion. Several miles away, Agent Coulson's van feels a JOLT of the Tesseract's BLASTWAVE. THE ENTIRE FACILITY SWALLOWS INTO ITSELF-- A TERRIFYING, UNIMAGINABLE IMPLOSION.

P.E.G.A.S.U.S TUNNEL

The BLASTWAVE of the Tesseract causes the tunnel to cave it. Like an ocean wave, blinding crumbles of falling rock, fall onto Agent Hill's JEEP, leaving her NEARLY trapped under this blanket of rock. On the Barton's truck, they escape the tunnel and drive into the desert landscape. Fury's helicopter ROARS over Barton's truck. Loki looks up.From the chopper's door, it slides open and Fury stands there, holding a gun, SHOOTING at Barton. Loki looks at Fury and in a fit of RAGE, points his scepter SHOOTS OUT THE BLUE LIGHT. The chopper CATCHES on fire, GOING DOWN in a FIERY BALL. Fury, like the boss he is, JUMPS OUT and touches down onto the desert floor. The chopper BARRELS along the ground. Fury, coming back to his senses, FIRES at Loki, but they're too far and too late. Loki looks back, smiling. Fury stands there, MIND REELING. Then...

AGENT PHIL COULSON (WALKIE TALKIE) "Director? Director Fury, do you copy?"

NICK FURY

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

P.E.G.A.S.U.S TUNNEL

Agent Hill climbs out her JEEP, which is sandwiched in, but luckily, not her.

AGENT MARIA HILL "A lot of men still under, don't know how many survivors."

DESERT

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

AGENT MARIA HILL (WALKIE TALKIE) "Roger that."

NICK FURY

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

A beat.

AGENT PHIL COULSON (WALKIE TALKIE) "What do we do?"

Fury stands there. Thinking. He looks up. On his face is sign of hope.

THE AVENGERS