HULL HANGAR, SECURE STORAGE 10-C

Steve, with all his MIGHT, slides the HEAVY IRON door and STEALTHILY walks in. SECURE STORAGE 10-C is a large warehouse, filled with METAL CRATES stacked.

Steve looks up, seeing another level. He LEAPS up high and holds onto the catwalk railing. Steve continues to move forward.

INSIDE A RANDOM VAN

Inside this particular van, Selvig and a few other SOLDIERS are driving inside a long tunnel. With the CMS device inside, Selvig carefully picks up the small cylinder shape IRIDIUM with metal prongs and lightly places it a SLOT within the CMS. THE CMS ACCEPTS IT. Selvig looks at it, devilishly smiling.

INSIDE THE BRIEFING ROOM

On a SHIELD monitor is a photo and record of JANE FOSTER. Thor looks at her, remembering. With him is Agent Coulson.

AGENT PHIL COULSON "As soon as Loki took the doctor we moved Jane Foster. 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."

THOR "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."

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

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

AGENT PHIL COULSON "Like what?"

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

AGENT PHIL COULSON "Don't think so."

THOR "They are repulsive, and they trample everything in their path."

Thor walks over to the side of the ship and looks out the window, lamenting about what has happened and what may come.

THOR "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."

NICK FURY "War hasn't started yet. (WALKING IN) You think you can make Loki tell us what the Tesseract is?"

THOR "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."

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

THOR "What are you asking me to do?"

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

THOR "Loki is a prisoner."

NICK FURY "Then why do I feel like he's the only person on this boat that wants to be here?"

Thor doesn't answer.

HELICARRIER DETENTION SECTION NIGHT

Loki walks back and forth inside his glass cell. Suddenly, he stops.

LOKI "There's not many people that can sneak up on me."

turns to see NATASHA STANDING THERE

NATASHA "But you figured I'd come."

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

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

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

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

LOKI "Is this love, Agent Romanoff?"

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

LOKI (SITTING DOWN) "Tell me."

NATASHA (she pulls up a chair as WELL) "Before I worked for SHIELD, I uh...well, I made a name for myself. I have a very specific skill set. I didn't care who I used it for, or on. I got on SHIELD's radar in a bad way. Agent Barton was sent to kill me, he made a different call."

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

NATASHA "Not let you out."

LOKI (LAUGHS) "Ah, no. But I like this. Your world in the balance, and you bargain for one man?"

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

LOKI "What is it you want?"

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

LOKI "Can you? Can you wipe out that much red? DRAKOV' 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? (STANDING; ANGRY) This is the basest sentimentality. This is a child at prayer... PATHETIC"

We now check on Banner Tony and Lincoln

- Tony, Banner and Lincoln continuously work at their monitors.

LOKI (V.O.) "You lie and kill in the service of liars and killers."

we now check on agent Hill and Fury

- Agent Hill checks every VIEWSCREEN in the bridge. Fury oversees.

LOKI (V.O.) "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!"

we now check on Captain Steve Rogers

- Steve opens a STEEL crate. Angry, he looks behind him and looks back into the crate. THE CRATE IS FILLED WITH AN ARRAY OF HYDRA WEAPONS.

NOW WE GO BACK TO THE HELICARRIER DETENTION SECTION

Loki SLAMS his cell, making Natasha FLINCH.

LOKI "I won't touch Barton. 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!"

NATASHA turns around, walks away from Loki, disgusted.

NATASHA (QUIETLY; DISTRAUGHT) "You're a monster."

LOKI (LAUGHS) "No, you brought the monster."

NATASHA (turns back around; poised) "So, Banner... that's your play."

LOKI (STAGGERED) "What?"

NATASHA (ON EARPIECE) "Loki means to unleash the Hulk. Keep Banner in the lab, I'm on my way. Send Thor as well. (TO LOKI) Thank you for your cooperation."

Natasha quickly walks out, leaving Loki frozen.

BANNER'S LAB

Fury walks in SURPRISED to see Tony and Banner stop working on the scepter.

NICK FURY (ANGRY) "What are you doing, Mr. Stark?"

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

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

LINCOLN "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."

TONY And you'll get your cube back, no muss, no fuss. (suddenly his monitor show a collection of SECRET FILES) What is PHASE 2?"

Suddenly, Steve drops a HYDRA ASSAULT RIFLE on the table causing Fury, Banner, Tony and Lincoln to turn around. Cap looks pissed.

STEVE "PHASE 2 is SHIELD uses the cube to make weapons. (TO TONY) Sorry, the computer was moving a little slow."

NICK FURY (trying to explain) "Rogers, we gathered everything related to the Tesseract. This does not mean that we're..."

LINCOLN "I'm sorry, Nick."

Tony moves the computer screen towards Fury which shows plans of THE WEAPONS.

TONY "What were you lying?"

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

At that moment, Thor and Natasha walk into the lab. Natasha keeps her eyes right on Banner. Banner looks at her, PISSED.

BANNER "Did you know about this?"

NATASHA "You wanna think about removing yourself from this environment, doctor?"

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

NATASHA "Loki's manipulating you."

BANNER "And you've been doing what exactly?"

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

LINCOLN "I came here cause I wanted to make a difference in this world but now I'm not so sure it can be done"

BANNER "Yes, I agree 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."

NICK FURY "Because of him." (pointing at Thor)

THOR (STUNNED) "Me?"

NICK FURY "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."

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

NICK FURY "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."

STEVE "Like you controlled the cube?"

THOR "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."

STEVE "A higher form?"

NICK FURY You forced our hand. We had to come up with something."

LINCOLN "Nuclear deterrent. Cause that always calms everything right down."

NICK FURY "Remind me again how you made your fortune, Stark?"

LINCOLN "weapons of mas destruction"

STEVE/LINCOLN/TONY "I'm sure if he still made Wait! Wait! Hold on! How is weapons, Stark would be neck this now about me? deep... I'm sorry, isn't everything"

THOR "I thought humans were more evolved than this."

NICK FURY "Excuse me, did WE come to YOUR planet and blow stuff up?"

THOR "Did you always give your champions such mistrust?"

NATASHA/BANNER "Are you all really that Captain America is on naive? S.H.I.E.L.D monitors potential threat potential threats? watch list?"

TONY/LINCOLN/STEVE (to Steve) "I swear to God, Stark, one You're on that list? Are you more crack...above or below angry bees? Threatening! I feel threatened!

As the "team" argues, they don't realize the BLUE GEM on Loki's scepter is glowing brightly.

OUTSIDE THE AIRCRAFT CARRIER

Outside the HELICARRIER, a lone carrier slowly hovers over the ship.

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

BARTON "Arms to ammunition, over."

Inside, BARTON and his crew suit up and arm themselves. Barton pulls out his hi-tech bow and arrows.

BACK INSIDE BANNER'S LAB

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

THOR "You speak of control, yet you court chaos."

BANNER "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."

NICK FURY "You need to step away."

LINCOLN (puts his arm around Steve) "Why shouldn't the guy let off a little steam?"

STEVE (pushes Lincoln off) "You know damn well why! Back off!"

LINCOLN (comes face-to-face with Cap) "Oh, I'm starting to want you to make me."

STEVE "Big man with pyrotechnics. Take that away, what are you?"

LINCOLN "Genius, Playboy, waybetterthenyou, badass?".

STEVE "I know guys with none of that worth ten of you. Yeah, I've seen the footage.

(MORE)

STEVE (CONT'D) "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."

TONY "I think I would just cut the wire.

STEVE (SMILING AND TURNING TO TONY) "Always a way out... You know, you may not be a threat, but you better stop pretending to be a hero."

LINCOLN "unlike you cap...I AM A HERO"

TONY (that did it) you a hero? your just a kid with the ability to burn things...your an accident waiting to happen (turns to Steve) and You're a lab rat, Rogers. Everything special about you came out of a bottle!

OUTSIDE THE HELICARRIER

The ramp of the carrier opens. The carrier maneuvers next to one of the large turbine engines. Barton stands at the base, holding out his bow. He pulls out a GRENADE TIPPED ARROW. He points right at the engine. Then...Barton moves his AIM and points the arrow about a hundred feet from the engine. He releases. The arrow flies out,but then SHARPLY heads for the engine. The arrow is punctured onto the engine. It has a visible timer which is COUNTING DOWN.

BACK INSIDE BANNER'S LAB

Back in the lab, Steve puffs up his chest at Tony, who just stands there, unmoving. And Lincoln is starting to get super mad and everyone can feel the heat coming off him but they do say shit

STEVE "Put on the suit, let's go a few rounds."

Thor laughs at them.

THOR "You people are so petty... and tiny."

LINCOLN "SHUT IT POINT BREAK"

Tony rubs his head. Moves away from Cap.

BANNER "Yeah, this is a tee..."

NICK FURY "Agent Romanoff, would you escort Dr.Banner back to his..."

BANNER "Where? You rented my room."

NICK FURY "The cell was just in case..."

BANNER "In case you needed to kill me, but you can't! I know! I tried! (A BEAT) 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!"

Banner slowly gets upset as he looks at Romanoff, who gets unnerved.

BANNER "You wanna know my secret, Agent Romanoff? You wanna know how I stay calm?"

BLACK WIDOW and Fury have their hands down to grab their guns.

STEVE "Doctor Banner... put down the scepter.

BANNER LOOKS DOWN AND IS SHOCKED TO SEE HE'S HOLDING LOKI'S SCEPTER. The computer beeps. They all turn to it.

Lincoln calms down Abit and heads to the computer

LINCOLN "I got it."

Banner puts down the scepter and walks over to the computer.

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

THOR "Located the Tesseract?"

TONY/LINCOLN "I can get there faster."

STEVE "Look, all of us..."

THOR "The Tesseract belongs on Asgard, no human is a match for it."

Tony and Lincoln turn to leave, but Steve stops them

STEVE "You're not going alone!"

TONY "You gonna stop me?"

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

TONY "I'm not afraid to hit an old man."

STEVE "Put on the suit."

At that moment Banner who's looking at the monitor notices something about the Tesseract.

BANNER "Oh, my God!"

OUTSIDE THE HELICARRIER

Barton PULLS THE TRIGGER ON HIS BOW. The arrow then EXPLODES THE ENGINE RIGHT OFF THE HELICARRIER!

BACK INSIDE BANNER'S LAB

Everyone is thrown in every direction. Steve, Fury, Thor, Tony and Lincoln are thrown across while Natasha and Banner is down in the lower equipment room. Steve looks up at Tony.

STEVE "Put on the suit!"

TONY "Yep!"

Steve helps Tony up and out of the lab. Fury sits up, clutching his ribs. He puts on his EARPIECE.

NICK FURY "Hill?!"

HELICARRIER BRIDGE

PANDEMONIUM ERUPTS. Emergency alarms set off, fire extinguishers activate near surrounding fires and every agent is in a spinning scramble for their positions and armaments. Agent Hill keeps the bridge as calm as possible.

AGENT MARIA HILL "Turn up that engine! Number 3 engine is down! Can we get a run in? (runs over to GALAGA PLAYER) Talk to me".

GALAGA PLAYER (points to monitor) "Turbine's loose. Mostly intact, but it's impossible to get out there and make repairs while we're in the air."

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

BANNER'S LAB

NICK FURY "Stark! You copy that?!"

TONY (V.O.) "I'm on it!"

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

HELICARRIER BRIDGE

Agent Coulson runs out of the bridge

HELICARRIER DECK

Barton leads his men into the air ducts of the ship. They rappel down into a corridor.

BARTON "Get that engine down! Detention! Get him through the dark! Come with me."

Two of his men follow him. They head towards the bridge.

INSIDE THE HELICARRIER HALLWAY

Tony, Cap and Lincoln run through a dim, debris filled hall.

TONY "Find engine three. I'll meet you there."

Cap peels off as Tony approaches a tech room. Inside, Tony's IRON MAN suit stands waiting, lit above in all its glory. and Lincoln puts on his hoodie and a mask and runs after Cap

HELICARRIER DETENTION SECTION

Loki looks up, smiling mischievously.

HELICARRIER BRIDGE

Fury RUNS in and sees the chaos has increased even more than before. The HELMSMAN is in complete disarray.

NICK FURY "Bring the carrier inwards and head south. Take us to the water."

HELMSMAN "Why water? Navigations recalibrated after the engine failure."

NICK FURY "Is the sun coming up?!"

HELMSMAN "Yes, sir."

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

HELICARRIER PORT SIDE

CAPTAIN AMERICA, pushing with all his strength the door to portside, sees SHIELD tech in full oxygen masks shoot fire extinguishers and cover from sparks -- largely unable to do anything.

Engine 3 is totally dead. A LARGE CHUNK of the port side in TORN OFF.

CAPTAIN AMERICA "Stark, I'm here!"

TONY "Good. See what we got."

Tony flies in his IRON MAN suit and gets close to the damaged engine.

INSIDE THE SUIT

Tony observes within his viewscreen at the damaged engine and its layouts.

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

HELICARRIER PORT SIDE

IRON MAN begins PULLING on the stuck rotors. Lincoln Looks over at Steve.

LINCOLN "I need you to get to that engine control panel and tell me which relays are in overload position."

IRON MAN flies into giant cooling conductors. CAPTAIN AMERICA JUMPS over to the other side of the broken railing. CAPTAIN AMERICA gets himself to the control panel and opens it up. For a man who grew up as a YANK, what the fuck is this!

IRON MAN "What's it look like in there?"

CAPTAIN AMERICA "It seems to run on some form of electricity."

IRON MAN/LINCOLN "Well, you're not wrong."

IRON MAN continuously BLASTS broken debris off the turbine engine. It's bad, but still fixable.

CAPTAIN AMERICA (V.O.) "The relays are intact. What's our next move?"

LINCOLN "Even if he clears the rotors, this thing won't re-engage without a jump. he's gonna have to get in there and push."

EXT. HELICARRIER PORT SIDE DAY

CAPTAIN AMERICA "Well if that thing gets up to speed, he'll get shredded!"

TONY "Then stay in the control unit and reverse polarity long enough to disengage mag..."

CAPTAIN AMERICA "Speak English!"

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

CAPTAIN AMERICA looks over at the other side where he was. He sees the red lever and JUMPS towards it.

HELICARRIER BRIDGE DAY

Fury and Agent Hill look over their monitors.

NICK FURY "We need a full evac on the lower hangar bay."

Agent Hill nods. She leaves to exit out, but a SLIDING GRENADE appears.

AGENT MARIA HILL "GRENADE!"

The grenade goes off, sending her down the steps. Fury FIRES a shot at the open entrance. He moves over behind the side of the entrance.

A handful of Barton's men enter. Watchful, ready, waiting... Fury steps out, his GUN drawn.

A SHOOT OUT and HAND-TO-HAND ensues, but Fury is unable to stop one of them, which is why he is shot in the head by Agent Hill, who looks hot and sexy holding her gun.

HELICARRIER ARMORY SECTION

Agent Coulson walks up the armory door. He places his head into a FACIAL RECOGNITION SCANNER. Walks into the room.

AGENT JASPER SITWELL (V.O.) "We got perimeter breach! Hostiles are in SHIELD gear. Hold on to every junction."

A gunfight opens up. AGENTS exchange fire with brutally efficient tactical soldiers.

AGENT JASPER SITWELL (V.O.) "Sir, the HULK and Thor are in shuttle levels 2, 3 and 4!"

AGENT MARIA HILL "Sir, the Hulk will tear this place apart!"

NICK FURY "Get his attention."

AGENT MARIA HILL (on her EARPIECE) Escort 606, proceed to 270 MAIN SHUTTLE! Don't get too close."

ESCORT 606 PILOT (V.O.) "Copy."

OUT IN THE SKY

ESCORT 606'S jet BANKS to the right, heading towards the shuttle.

OUTSIDE SHUTTLE

ESCORT 606 PILOT slowly makes his way in. sees the action going

between Thor and the HULK.

ESCORT 606 PILOT "Target acquired. Target engaged."

(pulls the trigger; fires guns at HULK)

A SHOWER OF BULLETS SPRAYS THE HULK EVERYWHERE. Thor ducks for cover. The HULK turns around, letting out his PRIMAL ROAR. He jumps up, TAKES A RUNNING START AND LEAPS...

ESCORT 606 PILOT LOOKS LIKE HE TOOK A SHIT.

ESCORT 606 PILOT "TARGET ANGRY! TARGET ANGRY!"

HULK LANDS ON THE JET'S NOSE. THE JET SPINS WILDLY. As the HULK tears it apart, ESCORT 606 PILOT pulls his ejection seat, but HOLD THE FUCKIN' DOOR!

THE HULK CATCHES HIM, WAVES HIM AROUND AND THEN THROWS HIM AWAY.

ESCORT 606 PILOT pulls his parachute. THE JET EXPLODES. THE HULK PLUMMETS TO EARTH, ROARING HIS SWAN SONG.

BACK ON THE HELICARRIER PORT SIDE

IRON MAN laser cuts a big piece of broken metal. He then JUMPS on it, relieving the rotors.

On the other side, BARTON'S men enter the port side. CAPTAIN AMERICA and BLACK FLAME look down, pondering if they are help. Evidently not as they begin SHOOTING at them and throwing grenades. CAPTAIN AMERICA jumps to the other railing and down with Barton's men. and Lincoln starts to shot fireballs at them from where he stood. CAPTAIN AMERICA begins to TAKE THEM DOWN, even goes as far as throwing one off. A few more enter, FIRING. Lincoln blasts at them and and the metal starts to melt

CAPTAIN AMERICA grabs a NOVESKE RIFLEWORKS DIPLOMAT (big word for big fuckin' gun) and jumps back up to his position, firing down at them.

BACK IN THE HELICARRIER BRIDGE

The gunfight has gone down, but more of Barton's men enter and are taken by Fury, who is confused as to why they keep coming.

NICK FURY "They are not getting through here, so what the hell..."

Suddenly, Barton LOOSES an arrow down to the bridge and EXPLODES critical spots. Barton releases a multi-tipped arrow towards Fury, but instead hits his command desk, right above a USB OUTLETS.

Fury FIRES at Barton, but is already gone. The arrow then self-activates and inserts itself into the outlets, hacking every single monitor and main frame. The hacking causes Engine 1 to shut off. Suddenly, the HELICARRIER begins to DANGEROUSLY TILT to one side.

AGENT JASPER SITWELL (O.S.) "Sir, we've lost all power in Engine 1."

NICK FURY "It's Barton. He took out our systems. He's headed for the detention level. Does anybody copy?"

LOWER EQUIPMENT ROOM, CARRIER

Still shaken by the HULK ordeal, Natasha sits there, rocking back and forth, after crying for a while. Summoning back all her coolness, she touches her EARPIECE.

NATASHA "This is Agent Romanoff. I copy."

Natasha SPRINGS up and runs for Barton.

HELICARRIER PORT SIDE

IRON MAN begins to push the rotor using BOOSTERS from his boots.

NICK FURY (V.O.) "Stark, we're losing altitude."

IRON MAN "Yeah. Noticed."

The rotors start propelling faster and faster as IRON MAN'S BOOSTERS get more and more bright. On the other side, CAPTAIN AMERICA and BLACK FLAME continuously shoot at Barton's men. Blinking at the wrong moment, CAPTAIN AMERICA loses the upper hand and SLIDES off the railing, but grabs onto a LOOSE CABLE. Lincoln sees this and trys to help him but got shot in the left shoulder

HELICARRIER DETENTION SECTION

Thor runs into the detention section where he finds Loki, escaping.

THOR "NO!"

Thor CHARGES at his brother. Loki walks up to him and CROUCHES down to attack. THOR ONLY GOES THROUGH HIM. The false Loki dissipates into nothingness. THE REAL LOKI comes out from behind the cell door, which closes on THOR, locking him up. Loki smiles.

LOKI "Are you ever not going to fall for that?"

Thor, in a fit of anger, SLAMS MJLNIR onto the glass cell. To his surprise, the cell door only CRACKS, but violently SHAKES the ship. Loki stands there in caution, as does his GUARDING SOLDIER.

LOKI (smiles; walks over to the CONTROL PANEL) "The humans think us immortal. Should we test that?"

Suddenly, GUARDING SOLDIER falls down like a tree. AGENT COULSON stands there, holding PHASE 2 WEAPON PROTOTYPE.

AGENT PHIL COULSON "Move away, please."

Loki moves away from the switch.

AGENT PHIL COULSON "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?"

A LOUD GASP. AGENT COULSON IS IMPALED THROUGH THE HEART. THE REAL LOKI STANDS BEHIND COULSON.

THOR "Nooo!"

Loki sends Agent Coulson against the wall. Agent Coulson slumps down, breathing fast. Loki makes his way to the control switch. He gives his brother one last look. Thor looks at him, hopeful. Loki opens the HATCH. Thor still hopes. LOKI HITS THE BUTTON AND DROPS OUT OF THE SHIP

HELICARRIER DETENTION SECTION

Loki has no remorse as he looks down. He closes the hatch and proceeds to leave. A WEAK VOICE.

AGENT PHIL COULSON "You're gonna lose."

LOKI (TURNING) "Am I?"

AGENT PHIL COULSON "It's in your nature."

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

AGENT PHIL COULSON "You lack conviction."

LOKI "I don't think I..."

AGENT COULSON SHOOTS LOKI WITH HIS PHASE 2 WEAPON PROTOTYPE, CAUSING LOKI TO BE BLOWN THROUGH THE WALL BEHIND HIM.

AGENT PHIL COULSON "So that's what it does."

HELICARRIER BRIDGE

Back in the bridge, Fury sees on his VIEWSCREEN that the hatch has been open. Knowing Agent Coulson was sent there, he goes to.

HELICARRIER PORT SIDE

IRON MAN continuously SPINS Engine 3, giving it all he has. THE ROTORS ARE PROPELLING PROPERLY AND FAST. The HELICARRIER LEVELS itself.

INSIDE THE SUIT

TONY "Cap, Flame, I need the lever!"

STEVE (V.O.) "I need a minute here!"

Lincoln doesn't respond but runs to the lever and trys to hit it, but gets shot in the leg by one of Barton's men, he falls to the ground and throws a fireball at the one that shot him. he then cauterizes the wound and trys to get back up

TONY "Lever. Now!"

Tony lets go of the rotors. They spin by themselves. Tony is then caught in one. He is now fucked. IRON MAN slips into the rotors, getting chewed up.

HELICARRIER PORT SIDE

CAPTAIN AMERICA CLIMBS up the loose cable and reaches the railing. BARTON'S MAN opens fire once more. CAPTAIN AMERICA pulls himself up and finally PULLS the lever. A VENT opens up from Engine 3. IRON MAN falls out, but the suit heavily damaged, hardly keeping him up. IRON MAN heads for Cap. BARTON'S MAN turns his AIM to IRON MAN, who TACKLES him into the wall. IRON MAN rolls over, tired. Cap lets out a sigh of relief. Lincoln just limps over and high fives IRON MAN and just lays down on the ground

OUTSIDE THE HELICARRIER

The carrier that brought Barton and his team now leaves, taking Loki and his scepter. The carrier flies into the distance.

HELICARRIER DETENTION SECTION DAY

Fury runs in finding Agent Coulson still alive, barely.

AGENT PHIL COULSON "Sorry, boss. They got rabbited."

NICK FURY "Just stay awake. EYES ON ME!"

AGENT PHIL COULSON "No. I'm clocked out here."

NICK FURY "Not an option."

AGENT PHIL COULSON "It's okay, boss. This was never going to work... if they didn't have something... to...

Agent Coulson looks away. Sighs his last breath. Nick Fury looks on grimly at Coulson. The medical team arrives.

HELICARRIER BRIDGE

NICK FURY (V.O.) "Agent Coulson is down."

Agent Hill is being treated for a gash on her head, listens on to her headset, standing up.

SHIELD AGENT (V.O.) "Paramedics are on their way."

NICK FURY (V.O.) "They're here."

HELICARRIER PORT SIDE

Steve ,Tony and Lincoln listen in as well.

NICK FURY (V.O.) "They called it.

HELICARRIER BRIDGE LATER

Fury gathers Tony, Steve and Lincoln back into the briefing room everyone there has a look as if in a daze. A look of numb shock is shown on their devastated faces.

NICK FURY "These were in Phil Coulson's jacket. Guess he never did get you to sign them."

Fury throws Coulson's CAPTAIN AMERICA TRADING CARDS on the table towards Steve. Steve picks them up, STAINED WITH BLOOD.

NICK FURY "We're dead in the air up here. Our communications, location of the cube, Banner, Thor. I got nothing for you. Lost my one good eye. Maybe I had that coming. (A BEAT) 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, Stark knows 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 and Lincoln get up and walk off, not wanting to hear it anymore.

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

.

HELICARRIER DETENTION SECTION

Tony look at the empty cell container. He stands not saying a word. Steve walks in.

STEVE "Was he married?"

TONY "No. There was a uh...cellist, I think."

STEVE "I'm sorry. He seemed like a good man."

TONY "He was an idiot."

STEVE "Why? For believing?"

TONY "For taking on Loki alone."

STEVE "He was doing his job."

LINCOLN "He was out of his league. He should have waited. He should have..."

STEVE "Sometimes there isn't a way out, Linc."

TONY (WALKS AWAY) "Right. How did that work for him?"

STEVE (turns to Tony) "Is this the first time you've lost a soldier?"

LINCOLN (turns around sharply) "WE ARE NOT SOLDIERS STEVE! I am not marching to Fury's fife!"

Lincoln has some heat coming off of him and some people can feel it Agent Hill can definitely feel it even though she is on the other side of the room she then walks up to him and puts a hand on his shoulder he calms down and looks away from her smiling

STEVE "Neither am I! 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..."

TONY (looking at the blood stained WALL) "He made it personal."

STEVE "That's not the point."

TONY "That is the point. That's Loki's point. He hit us all right where we live. Why?"

STEVE "To tear us apart."

TONY "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."

STEVE "Right, I caught his act at Stuttgart"

TONY "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... (PAUSE) Sonofabitch!"

OUT IN NEW YORK ON TOP OF STARK TOWER

Selvig works around the CMS device that has already been set upon the rooftop of Tony's tower.

HELICARRIER MEDICAL ROOM DAY

Steve and Lincoln walk in full uniform. Natasha looks at them, unprepared.

LINCOLN "Time to go."

NATASHA "Go where?"

STEVE "We'll tell you on the way. Can you fly one of those jets?"

Barton walks out of the restroom. Looks at Cap.

CLINT BARTON "I can."

Steve looks at Natasha and she nods her head to confirm Barton's on their side.

STEVE "You got a suit?"

CLINT BARTON "Yeah."

LINCOLN "Then suit up."

MONTAGE

KRAKAKABOOM! A blinding BOLT OF LIGHTNING strikes down from above, colliding on MJLNIR. The explosion is massive. THE MIGHTY THOR. CAPTAIN AMERICA pulls on his HELMET and Tony WELDS his IRON MAN helmet. LIGHT slips down over IRON MAN's eye holes. BLACK WIDOW attaches a GLOVE GAUNTLET with her rounds on her wrist. A BLUE LIGHT CHARGES. HAWKEYE slips on his QUIVER of arrows.

BLACK FLAME opens his locker and sees a new outfit by his sister Leni and a note on the outfit. He picks up the note and reads it.

Leni (V.O) "hey Lincoln I made you this outfit I hopes you will be more protected and more awesome..love your sister Leni"

Lincoln smiles and puts on the outfit (https//pin/302163456248810988/ this is his outfit)

OUT BY A RANDOM QUINJET

Cap, Widow, Hawkeye and Lincoln walk towards and into the QUINJET. A YOUNG SHIELD PILOT looks and stands in their way.

YOUNG SHIELD PILOT "You are not authorized to be here..."

LINCOLN "hey buddy... just don't."

HELICARRIER BRIDGE DAY

Fury looks the window of the ship, contemplating. Agent Hill walks up to him, knowing.

AGENT MARIA HILL "Sir."

NICK FURY "Agent Hill?"

AGENT MARIA HILL "Those cards, they were in Coulson's locker, not in his jacket."

NICK FURY "They needed the push." (holding Coulson's cards)

A LOUD NOISE SCREECHES. Fury looks out to see IRON MAN flying off as well as the QUINJET.

NICK FURY "They found it. Get our communications back up, whatever you have to do. I want eyes on everything."

AGENT MARIA HILL "Yes, sir.