The Tesseract finally fully activated, firing a bright blue light at the sky. The light coalesced, spinning faster and faster until suddenly there was a portal in the sky. Almost instantly hundreds of armored warriors flew through the new tear in the sky. The Avengers stared up in horror as Loki's claims of an army came true.

Steve was the first one to shake off his awe. "Clint, keep going!" He ordered. The jet stayed steady.

Tony was already flying up to the portal, firing at the aliens with both blasters and missles, but already there were simply too many. The Chitauri that weren't killed, burned, or maimed let out a battle cry, and the destruction of New York City began.

Loki watched the Chitauri invasion with nothing less than a chest full of pride. His armor materialized, glowing golden in the midday Earthen sun. This was his plan, come into fruition. The humans were so petty beneath him, their screams like a chorus, glorifying his rise to power. Earth didn't stand a chance, no matter what Stark said. It never had.

Cars went flying through the air, mimicking the body parts of civilians. An arm, a leg, even a head, occasionally. Glass was blown out of quaint little cafes and the great buildings that reached the sky, monuments to human greatness, were already toppling, mountains of dust rising in their stead, blocking out the continually fading sunlight as the Chitauri continued their descent onto Earth. Loki soaked it all in with a smile on his face.

"I guess you like what you see." A soft voice spoke behind him. The familiar hard edge, however, tipped him off to who it was.

"Strife?" Loki turned, sweeping his robes grandly, "What are you doing here? Do you honestly believe you can take me on alone?"

"I know I can," was the response.

Loki laughed, bringing his spear in front of him. He was willing to play around. Besides, Strife was the most...interesting one of the bunch. He sensed something of a kindred spirit in him.

Strife gave him no time to say anything else as he charged. His body was glowing blue, a strange phenomena Loki hadn't seen in millenia, and that was how he knew this was going to be fun. Loki parried the sword with his spear, leaping out of reach as Strife followed up with a side swing.

"Where's the rest of the team, Strife? Are you charging off all alone again?"

Strife hefted that massive sword of his above his head and brought it down on Loki's helmet, or what he thought was Loki's helmet. The illusion disappeared as soon as his blade connected, but instead of stopping like last time, Strife merely flipped over the blade, pulled it out from the ground, and performed a wide swing around himself to ward off Loki's follow-up attack. Loki leapt out of reach just in time and fired a blast from his spear, but Strife rolled out of the way in a whirl of black. The next blast was blocked by Strife's sword, and Strife hit the follow-up blast away and jumped, bringing the sword over his head once more. Unfortunately for Loki, Strife's blow connected, and he was thrown back by the waves of energy that poured out of the sword. The blade beams cut through the metal floor like it was made of butter, but for Loki's body they caused only deep scratches. Loki spat the blood out of his mouth as Strife circled him, blue eyes sharp as cut glass.

"Ever the lone wolf, aren't you, Strife? I can't believe you left them out there to die." Loki spat.

Strife let out a battle cry, but his rage clouded his mind, giving Loki the perfect opportunity to fire a blast into his chest. Much to Loki's surprise, the light did not disintegrate Strife on first contact. Instead, it merely burned through the cloth, causing a circular singe on his chest that was already disappearing.

Loki raised a brow as Strife recovered his breath. "You surely aren't human?"

Strife raised his sword again. "No." His eyes were steel. "I'm your worst nightmare."

Thor crashed through the remaining glass window of Stark tower, hammer crackling with electricity as he flew between Cloud and Loki.

"Enough!" He yelled.

Cloud narrowed his eyes at him. "I've got to finish this, Thor. For Coulson."

Thor blocked his view of Loki, towering over even his broadsword. "Cloud, I will take care of my brother." Cloud looked like he wanted to protest, but Thor nodded his head towards the window. "They need you."

Cloud's grip on his sword tightened, but after a few more moments of silence he relented. "Fine."

But before he left, he vaulted over Thor's head, raising his sword to block a strike from Loki. Cloud pushed off Loki, fired an ice spell at him, and quickly glanced at Thor. "Watch your back," was all he said before running towards the stairs.

The doorway swung closed. Thor relaxed his grip on Mjolnir and turned to look mournfully at Loki. "Brother, I do not want to fight you."

"Oh, now you change your mind?" Loki snarled, watching Cloud leave with a note of disappointment in his eyes, "I don't recall you ever being this nice." He didn't meet Thor's eyes, instead turning to look at the destruction outside. "There is no peace anymore, brother." He glowered at him. "There is only war."

Thor gritted his teeth. "So be it!"

Loki dodged his first strike, firing a blast from his spear that Thor only just missed. The fight soon turned ugly, with dirty blows exchanged that only siblings would think of, and blow by blow more damage was dealt to Stark tower, until somehow they ended up outside on the now crumbling and dented balcony. Loki blocked another blow from his hammer, causing a rebound that blew off the 'K' of Stark tower.

"Loki!" Thor cried, "Why can you not cease your bid for power? Is there truly nothing you desire more than a crown on your head?"

"I used to desire something else, long ago." Loki growled, "But that time is long gone."

And the godly clash continued.

Clint struggled to keep the jet aloft, clipping a wing on a nearby building as he failed to keep it straight. It was the one that had already been brutalized by a Chitauri blaster and was now smoking dangerously.

"Shit!" He swore under his breath, but he knew nothing he did at this point would make a difference in whether or not the jet crashed. He pulled up furiously, trying to even out their landing, but the jet still hit the ground much harder than he would've liked. At least they hadn't hit any civilians.

Steve clapped Bruce on the shoulder in the back as he exited the cargo hold. "Think you can do it?"

Bruce followed him out of the back, Clint and Natasha right behind him. "I'll know it soon enough." Bruce supplied unhelpfully.

Clint nocked a few arrows, firing at a couple nearby Chitauri. They screeched as their armor was pierced, but their odd vehicles continued onward even as they themselves fell off. "You better tell that other guy to get his ass in gear. We can't wait around all day."

He ducked as a car spun over his head, over a hundred Chitauri following behind it. Clint's eyes found Stark, now 'Star' tower, the centerpiece in the whole mess. "We've got to get back up there."

They agreed, but before any progress was made, a giant armored centipede-like thing descended from the sky. It screamed something unholy, weaving through the air and gnashing its great teeth like a paper shredder. God knew anything that ended up in there would look less like a human and more like pieces of bloody tissue.

To make matters worse, spidery Chitauri warriors began bursting out of hollows in its side, claws sharp enough to cut through concrete and round, awful heads glistening from thinly-stretched sinew.

"You've got to be kidding me!" Steve cried.

Natasha shook her head, face stony as ever. "We've got to take it out."

"How?!" Bruce stared, wide-eyed.

"Leave that to us," Clint told him, "You work on summoning big, green and nasty."

"He's not a demon!" Bruce yelled, before mumbling, "Well, maybe he is."

But Clint was already gone.

"Loki!" Thor pleaded, fine golden hair now slick with sweat, "Look around you! Look at this madness! Do you truly think this will end in your rule?"

The city was already alight, buildings on fire and those once living laying face down in the street, unmoving.

Loki had felt pride, at first. After all, this was his doing. This was going to be his kingdom to rule, his and his alone. But… The Chitauri weren't being controlled in their destruction. And Loki knew they wouldn't be. Not by him.

"It's too late," He finally declared, "It's too late to stop it."

"No," Thor urged, "Loki, we can stop it together-"

Loki would hear no more. He dug his ever present dagger into Thor's side, and his brother recoiled and stumbled back, clutching the wound as ichor slowly began to leak. Loki stepped away. That feeling was gnawing at him, but he pushed it down and ignored it. He had to continue on this path. He must.

"Loki," Thor called desperately to his back, "I don't care where you came from. You will always be my brother."

Loki sneered at him. Whatever it was hurt. He needed to be rid of it. "And it's much too late for sentimentality."

He jumped off the side of Stark tower into a waiting Chitauri transport, leaving Thor frustrated, but most of all, disappointed.

Steve looked up as Loki flew over his head, discharging shots of energy into the street and into civilians. Romanoff fired at a few stray Chitauri, but she had to quickly duck back down again before she was hit by a transport. Steve glanced behind him at the carnage, an itch in his skin that screamed at him to do his job as Captain America coming to life.

A group of Chitauri came marching down the street, deadly weapons firing at anything and everything that moved. He turned to Hawkeye, "Think you can hold them off?"

Hawkeye smirked. "Captain, it'd be my pleasure." He quipped, saluting.

Steve didn't stay to watch the show. He had people to save.

As soon as he dodged out of their makeshift shelter he was besieged by the Chitauri lasers. He jumped onto a nearby bus, the explosions from the blasts nipping at his heels, rolling to avoid the flying shrapnel behind him. He dropped onto a car but was launched into the air as even that exploded under his feet. Steve curled to absorb impact as he hit the asphalt of the street, but wasted no time as another laser was fired behind him.

His journey throughout the rest of the destroyed roads was similar, but with quite a few more civilians in need of aid. He helped those closest to him evacuate to the nearest building, picking up children as they fell and scraped their knees, helping the elderly into shelters and advising the remainder to help the others or find somewhere to shelter.

But he wasn't watching his back, and nearly got skewered by a laser fired from behind. Fortunately it was deflected by a large broadsword into a nearby wall instead of his spine, the wielder turning to stand back to back with him.

"Hulk's out," was the only greeting he got.

"Nice of you to show up." Steve countered.

Cloud sighed, blocking another Chitauri shot. "How're the others?"

"Fine," Steve informed him, raising his shield to rebound yet another shot, "They're back there."

"You seemed like you needed the help," Cloud commented, casting a couple lightning spells at nearby Chitauri. They fell to the ground, burnt crispy.

Steve shrugged, keeping up his defense to deflect debris from a nearby blast, "If you can keep up."

"Then let's mosey," Cloud responded confidently.

They set off down the street, enhanced speed allowing for much faster travel. Steve paused to speak with some police officers about evacuation, but Cloud continued forwards, glowing eyes shining brightly as he searched for Loki in the chaos. Steve quickly caught up with him and with only a glance they split up, searching for the giant worm.

Ironman had it's attention diverted, focus completely zeroed in on him. Steve reached him through the comm link as he flew above his head, the giant centipede not far behind. "What's the plan?"

Tony's voice came through strained. "You tell me, Cap."

The thing was quite literally nipping at his heels, the thrusters on Ironman's suit just barely enough to keep Tony away from the worm's maw. Steve followed them from the ground, trying to look for weak spots, chinks in the armor, but so far he hadn't had much luck. He suddenly froze, squinting at the sky. "Tony, look at the sky," He urged hurriedly.

Ironman fired a couple blasts before circling around. "I'm a little busy here- oh."

A giant comet soaring through the sky, straight towards New York City. Steve cursed, "As if we didn't have enough-"

"Calm down," came Cloud's cool voice from the comm link, "It's mine."

Tony's panicked voice patched through, "Oh, that makes me feel so much better-"

"It will only target this worm," Cloud continued, "What you need to worry about is getting out of the impact zone."

"Right, right, because that's so easy when this thing is on my tail. Wait, did you say this worm?"

"There's more throughout the city. I think Hulk and Thor got another one."

Cloud emerged from the other side of the street and Steve couldn't help but stare at him in concern. He was looking much, much more haggard than the last time Steve had seen him. Is casting a spell like that really so draining? Cloud's hair was matted and his skin had a shiny sheen to it, and he was leaning heavily against the wall. Still, he hefted his sword and with a yell of fury he launched himself at the worm, lodging his blade in its side. He hung on to the hilt before swinging himself up on top of it, where he promptly split the blade into three pieces. Cloud stood on the broadest sword, flailing and struggling to stay balanced on the fairly thin edge, before he took the other two pieces into his hands and began to climb, using them as stepping stools, presumably trying to reach its head.

"That man," Tony said through the link, clearly impressed, "is veritably insane."

"I heard that."

"That doesn't make it untrue."

Cloud didn't respond, whether to ignore Tony or to focus on his climb, Steve wasn't sure.

"Tony, get out of there. Cloud's distracting it." Steve reminded him.

"Right."

Ironman flew away from the worm and the creature didn't give chase, too busy nipping at the black swordsman on its side.

Ironman hovered above Steve as he connected to Romanoff and Barton. Thor didn't have a link and The Hulk wouldn't listen anyway. "How's it going on your end?"

Romanoff was breathing heavily, but she didn't seem hurt. "We finished evac in this area, but Loki's forces aren't receding. We've got to get to him if we want to have any hope of stopping this."

"Agreed," said Barton.

"Right," Steve concluded, "The new mission objective is to get Loki. You got that Tony?"

"Yep," and with that he was off.

Natasha clambered onto the back of the Chitauri transport, fighting against the wind whistling past her and gravity trying to pull her back down. She got a leg up, and was then able to roll underneath the nearest Chitauri's legs. Before it could even look down she had shot a hole through its skull and kicked it off the side. She yelled as she landed on the back of the driver, driving two tiny throwing knives into the creatures back.

"Drive!" she urged the thing, pulling it roughly to the side so they wouldn't crash into yet another freshly crumbling building.

"Shit-" She yelled, ducking down as the sounds of other transports picked up behind her. Lasers flew by her head, and she was only just able to avoid them by yanking the Chitauri underneath her like a frantic puppet. Some fancy flying got rid of most of her pursuers, but a much more accurate shot from behind grazed her ear. Blood would've started dripping if the heat hadn't instantly cauterized the wound.

"Who…?" Natasha hissed, glancing behind her. "Oh, you."

Her maneuvers might've worked against the simple-minded Chitauri, but against Loki it would be nothing short of useless. She would need backup.

"Hawkeye!" She alerted him through the comm. He was camped on the roof of a nearby building, and nodded as she flew past.

"On it." He affirmed. Hawkeye nocked an arrow, aiming for Loki's neck, and fired. Loki caught it, meeting his eyes smugly before the arrow exploded in his hand, destroying his transport and throwing him onto the roof of Stark Industries. Natasha rolled off of her own transport, but it continued on ahead without her and crashed into the 'S' and 'T' of Stark Industries, knocking the giant neon letters into the street below. Ah well, it looks better this way anyway.

She glanced to the sky before advancing towards the machine powering the portal. Dr. Selvig had blood running down his forehead, and his eyes were unclouded for what was probably the first time in awhile. He was sprawled out by the edge of the roof, mumbling something under his breath, peering down the side of Stark (Now 'AR' Industries) tower onto the balcony.

"Doctor…" Natasha worried.

He glanced at her, speaking up more clearly. "The scepter. Loki's scepter. The energy… The Tesseract can't fight- you can't protect against yourself."

Natasha knelt down, reaching out a hand. "It's alright Doctor, you didn't know what you were doing," she attempted to comfort him.

Dr. Selvig shook his head. "Didn't know what I was doing?" He shook his head a second time, "I built in a safety to cut the power source."

Natasha paused. "Loki's scepter-"

"May be able to close the portal."

"Where is it?" She asked urgently.

Dr. Selvig nodded to the balcony. "Down there."

"Director Fury, the Council has made a decision."

Fury placed his hands behind his back and remained calm. Anyone looking any closer would have realized that the calm was merely a mask for the rage burning in his eye. "I recognize that the Council had made a decision, but given that it is a stupid-ass decision I have elected to ignore it."

"Director Fury, you are closer than any of our other subs. You scramble that chair-"

"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!" Fury retorted.

"But if we don't halt it here, we lose everything-" The Councilman attempted to reason.

"If I send that bird out, we already have."

Unfortunately, Fury alone could not sway their opinions. The Council ordered the strike. Now it was only a matter of time.

Hulk was furious. Hulk wanted to destroy.

He finished brutalizing the armored worm, utterly destroying it by digging his hands into its skull until the alien bone buckled under his strength and tore free. Hulk wiped the spray of black blood off its face, and grinned a bloody grin when he spotted a new target nearby. He roared, bunching up the muscles in his thighs until there was enough tension that he was able to leap off of the back of the fallen beast and into the path of the comet. Hulk winded back a fist until he could see the flames licking the face of the rock, and then he punched.

The giant comet shattered under his strength, launching stone debris across the entire city. Hulk crashed back into pavement, but quickly picked himself up to shout angrily at the fire dissipating into the sky. He lumbered away, looking for something or someone fun to toy with.

There. Blonde, black clothes, large sword - Him . The man saw him and his eyes might have widened, but he was given no time to react.

Hulk ran, scooped him up, and launched him into the nearest building. He chuckled at the blood spray. The man fell out of the side of the building, glowing blue but completely limp. Hulk grabbed him by the leg and swung him, around and around and around, then let him go, watching with something akin to amusement as he flew into the distance. But now The Hulk frowned. Who was he going to fight?

So The Hulk followed, trampling cars and ruining concrete as he searched for his prey. He caught sight of a black battleskirt flapping in the wind. The tower?

Hulk climbed to the top floor, pulling out chunks of metal during his ascent. He salivated at the thought of throwing the blonde man around some more, tongue lolling out with green spit even as his eyes lost focus, focused on his daydream. Break more bones, crush more organs, destroy, destroy, destroy.

Hulk launched himself through the shattered glass of the window of the top floor of Stark Industries, immeasurably disappointed when instead of blond his prey's hair was black. It would make no difference, in the end.

Hulk smashed the floor, lumbering forward, growling loudly as he advanced. He slammed a fist into the man, sending him flying into the shattered glass. Surprisingly, the man picked himself up. His expression was furious.

"Enough!" He shouted, "I am a god, you dull creature!"

Hulk may have been simple-minded and singularly focused, but he wasn't stupid. He narrowed his eyes at the one who dared stand before him.

"Puny god," Hulk growled, before picking him up by the legs and slamming him into the floor like a sack of potatoes. Many, many, times.

He wouldn't be insulting anyone for a long, long time.

Tony was sure some parts of Cloud's comet got into pieces of his armor, because otherwise there was no way his readings could possibly be correct. "Jarvis…?" he urged.

"That is a thermonuclear missile, sir."

Tony sighed. "Thought so."

His comm link suddenly came to life as he narrowly dodge the armored worm that erupted from a building behind him.

"Stark? Stark, can you hear me? " Fury's voice came crackling through. "You have a missle headed straight for the city. "

Tony narrowly dodged an alien club thrown at him from the side, weaving between Chitauri transports as he ascended. "How long?"

"Three minutes. "

Tony cursed. "Jarvis, put everything we got into the thrusters."

Tony saw Natasha holding Loki's scepter lining it up to the Tesseract while Dr. Selvig typed furiously on the linked laptop. He turned, adjusted his flight path, headed to intersect the nuke.

Her voice soon came through the comm link, garbled from the Tesseract's power but still audible. "Does anyone copy? I can shut the portal down! I repeat, I can shut the portal down!"

"Do it!" Steve ordered.

"No, wait," Tony interrupted.

"What?"

"I've got a nuke incoming, it'll blow in a minute."

Tony reached the missile as it flew past him, and wheeled around to give chase. "And I know just where to put it."

Cloud came too with a groan and a head full of fluff. He slowly sat up, cradling his face in a hand as he assessed his injuries. His pants were torn, the cape gone, and his hair was matted with blood. It seemed the mako had repaired most of the internal damage, but he idly wondered if it could even repair bones shattered into tiny fragments, which is what he assumed Hulk had done to him. His leg hurt like a bitch.

He carefully staggered upwards, stumbling a bit while trying to regain his balance. Tsurugi was glinting in the ceiling, but the rest of Stark Industries top floor was utterly decimated.

"Your healing may even be superior to a god's." A voice spoke beside him.

Cloud turned his head to see none other than Loki, who was staring at the sky outside like it held the secrets of the universe, which, to be fair, at this point it might as well have. Outer space was a strange place. Cloud stepped over him, placing his hands on his hips. The once 'mighty' Loki looked downright pathetic.

"Give me one good reason I shouldn't cast Ultima on you right now."

Despite the fact that he looked like shit, Loki still managed to pull off the smug smirk. "First off, it'd probably kill you. Secondly, my wonderful charm would be forever lost to you."

Cloud sighed and pulled Tsurugi down from the ceiling, disassembling and sheathing it quickly. He needed to see how the others were doing, but he was downright exhausted from getting Hulk'd.

"I don't think that's something I would miss."

Loki raised an eyebrow from his position on the floor, but he made no threatening moves. "Wouldn't you?"

Cloud may have a grudge against him, but he wasn't prepared to be an executioner today. And he was unfortunately Thor's brother. "I'm not leaving you here. Get up."

"...I don't think I can." Loki admitted.

Cloud rubbed the bridge of his nose, inadvertently smearing more blood across his face. Loki was staring at him, a strange expression on his face.

"... What? " Cloud asked tiredly.

"...You're even more beautiful after a fight."

Cloud rolled his eyes, said nothing, and dragged Loki down the stairs of Stark tower by his stupid green cape.

He met Steve and Thor at the bottom of the tower, deactivated Chitauri warriors laying limply around them. They were staring at the sky worriedly.

"Hey," Cloud greeted. They glanced at him, but kept their attention to the sky.

He tossed Loki to Thor. "Here." Thor nodded at him and took his brother under his arm. Loki stayed uncharacteristically quiet.

Cloud scanned the group, carefully assessing everyone for injuries. Nobody seemed too badly hurt, but they could do with a cure or two.

"Where's Natasha? Tony?" Cloud questioned.

"Romanov is up top on the building. Tony is…" Steve pointed up, and Cloud joined everyone in staring at the sky. The portal was still swirling, but it seemed to be closing ever so slowly. Something like terror clenched his heart.

"...Stark's in there?" Cloud needed confirmation.

The answer was a somber nod.

Cloud narrowed his eyes at the swirling portal. "Damn." He hissed. He wouldn't lose anybody else. He couldn't.

Like a bolt of lightning, something grew inside the portal. It was an impossibly bright light, flowering outward and expanding rapidly. Nobody spoke as the portal disappeared from view. Cloud squinted, but eventually even he had to squeeze his eyes shut against the light.

"What is that?" He yelled over the wind. It reminded him of the Sister Ray in Midgar, something so powerful it was made of light itself. If this world had something similar, they had to be at least, or from what he had seen, possibly even more advanced than his own.

"A nuclear bomb." Steve responded. "The most terrible weapon on Earth."

Cloud heard it before he opened his eyes. A whistling on the wind, something falling down hard, fast. Tony.

"Everybody move!" He suddenly yelled. They jumped back, startled, as Tony Stark fell back to Earth and crashed in the center of their little circle. Cloud instantly knelt over him, ignoring the heat emanating off his suit and burning the flesh of his hands. He had lost his gloves sometime during the scuffle with the Hulk.

"Stark? Tony? Can you hear me?" Cloud asked urgently as he tried to pull off Tony's helmet. The thing wouldn't budge, even when he tugged harder, so he ended up just slightly crushing the metal in his hands and carefully pulling it off, piece by piece.

The center of Tony's suit was dim, and Cloud bit his lip as he felt along his sword for the proper materia. He knew he had a Cure, he had come prepared. He was pretty sure nobody else had any healing items on them, so Tony's life was essentially in his hands. He couldn't fail. He refused to.

He found the Cure materia, eyes widening in relief. It would probably knock him out, but he had to do this.

"Cure3." And as he spoke it into existence he felt the remnants of his MP reserves leave him. He collapsed sideways next to Tony, but before he hit the pavement Steve caught him and laid him out gently. Cloud's head was pounding, but he was swamped with relief as Tony jolted once, twice, and slowly sat up, shaking his head confusedly.

"Did I do it?" Cloud asked no one in particular.

"Yeah," somebody answered gently, "you did."

He slipped into unconsciousness, unaware of the relieved smile tugging on his lips.