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

"Put on the suit!" Steve says, getting up.

"Yep!" Tony agrees, and Steve helps Tony up and out of the lab. Fury sits up, clutching his ribs. He puts on his earpiece. Trying to get in contact with Agent Hill, he can't, and he runs out the lab as well. Thor slowly gets up and helps Hermione up as well.

"Are you ok?" Thor asks her.

"I'm ok, but we can't stay here, come on" Hermione grabs Thor's hand and runs down the hallway. "Now my guess is that Tony and Steve went to fix the engine that just exploded, and Fury went to the bridge. I have no doubt that Loki is behind this, and will try to escape, and we have to get there before he does" Suddenly a small group of men came towards them with their guns pointed at them. They are about to shoot when Hermione waves her and keeping running, knocking them out. Just then a bigger group of people come. Maybe around 20 people.

"I don't have time for this!" Hermione says frustrated. Hermione quickly thinks of a spell and another wave of her hand and they are all knocked out.

"Impressive! What are you?" Thor asks, while running.

"I'm a powerful and dangerous witch. Most witches and wizards can't do what I just did without a wand, but since I was way above the normal power range for magical people, before Tony accidentally broke my wand, now I'm even more powerful." Hermione quickly explains.

But with normal witch or wizards, if their wands are broken, they become weak and can hardly do magic" Thor says, confused.

"Well, I guess I was lucky" Hermione says, and then stops, spotting the Hulk right in front of them.

"Here's what going to happen, you will go to Loki's cage and try to stop him. And I will handle Banner. Ok?" Hermione asks.

"Are you sure?" Thor asks, looking at how big the Hulk is and how small Hermione is.

"Yep, now go, I'll be fine" Hermione says, and Thor quickly runs off.

"Hi.. I don't know if you've meet me. My name is Dr. Hermione Granger, I'm not here to harm you, but a lot of people here are going to if you hurt anyone, so we have two options. 1) you turn back to Dr. Bruce Banner, or 2) you come with me and I can find a spot where no one will hurt you and if your still mad, you can take your anger out on a car or a empty building. Because I know that Dr. Banner, doesn't want to hurt anyone, and you don't want to anyone, right? You only destroy things if someone hurts you right? So what do you pick?" Hermione asks softly. Putting both hands up in a sign if she means no harm.

Hulk calms down a little and stares at Hermione, and as if sensing the power in her, and knows that she means no harm, gives her his arm for him to take her away. Hermione nods understandably.

"Ok, now what I'm going to do, will feel weird, but I promise that it won't hurt you." There are lots of people around by Hermione doesn't bother to look, worried it might set off the Hulk. Hermione concentrates and apparite's to a open wide area, in the middle of no where, nothing for at least 10 miles.

"Are you ok? Are you still angry?" Hermione asks, and the Hulk nods slowly.

"Ok, what do you want? A car? A submarine? Or a jet?" Hermione asks softly.

"Jet" The hulk rumbles out, jumping up and down like a kid on Christmas.

"Ok" Hermione says, and Hermione conjures up an empty jet, flying in mid air. And the Hulk starts to attack it, playfully.

Back on board.

"What do you mean The Hulk has disappeared?" Fury asks.

"I mean that, Dr. Granger went up to him, talked to him and then disappeared! It was like magic!" An employee says, who saw everything.

"Stark! What the hell did Dr. Granger do to the Hulk?!" Fury asks, while Tony is fixing the engine.

"I'm guessing she got him to a safe place, away from people" Tony says.

"How did she just disappear?!" Fury shouts out the question.

"She's a f*cking powerful witch ok?! Probably the most powerful in the world! Now would you shut up and let me concentrate on this engine, so we don't end up in the middle of the ocean!? And after all this, you better stay away from her, other wise I will personally hurt you down" Tony shouts back. Continusly blasting debris off the turbine engine. It's bad, but fixable.

"The relays are intact. What's our next move?" Cap asks, talking to Tony through the comm's.

"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 says.

"Well if that gets up to speed, you'll get shredded!" Cap says.

"Then stay in the control unit and reverse polarity long enough to disengage mag..." Cap cuts Tony off.

"Speak English!"

"See that red lever? It'll slow the rotors down long enough for me to get out. Stand by it, wait for my word" Tony says, and Captain America looks over at the others side where where was. He sees the red lever and jumps towards it.

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 looks down, pondering if they are help. Evidently not as they begin shooting at him and a throwing grenade. Cap jumps to the other railing and intercepts the grenade and chucks it away from the heilcarrier and into the open air where a few seconds later it explodes. He begins to take them down, even going as far as throwing one off. A few more enter, firing. Cap grabs a Noverke Rifleworks Diplomat (a type of machine gun) and jumps back to his position next to the red lever, firing down at them.

Inside the bridge, the gunfire has gone down, but more of Barton's men enter and are taken out by Fury, who is confused as to why they keep coming.

"They are not getting through here, so what the hell..." Suddenly, Barton releases an arrow down to the bridge and it hits Fury's command desk, right between the two USB outlets. Fury fires at Barton, but he is ready gone. The arrow the 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.

"Sir, we've lost all power in Engine 1" Agent Jasper Sitwell says.

"It's Barton. He took out systems. He's headed for the detention level. Does anybody copy?" Nick Fury asks through the comm's.

"This is Agent Romanoff. I copy" Natasha says, springs up and runs for Barton.

"Iron-man begins to push the rotor using boosters from his boots.

"Stark, we're losing altitude" Tony hears Fury say.

"Yeah. Noticed. The rotors start propelling faster and faster as iron-man's boosters get more get more and more bright, and more and more power. On the other side, Captain America continuously shoots at Barton's men. Blinking at the wrong moment, cap loses his footing and slides off the railing but lucky grabs onto a loose cable.

Thor quickly runs into the detention section, after getting lost because the Helicarrier is so big! He finds Loki, escaping.

"No!" Thor charges at his brother. Loki walks up to him and crouches down to attack. Instead of hitting his body, Thor goes through him. The false Loki dissipates into nothingness. The real Loki come out from behind the cell door, which closes on Thor, locking him in. Making Loki smile.

"Are you ever not going to fall for that." He asks his brother.

Barton walks alone down the catwalk. In a lightning fast move, Barton loads an arrow, and points it at Natasha. A hand-to-hand fight ensues. Natasha crawls her way around Barton, making Barton drop his bow, but instead he pulls out a knife on her.

Thor, in a fit of anger, slams Mjölnir onto the glass cell. To his surprise, the cell door only cracks, by it violently shakes the ship. Loki stands there in caution, as does his guarding soldier. Loki smiles and walks over to the control panel.

"The humans think us immortal. Should we test that?" Suddenly, the guarding soldier falls down. Agent Coulson stands there, holding a weapon prototype.

"Move away, please." Agent Coulson says. And Loki moves away from the switch.

"You like this? I started working on the prototype after you sent The Destroyer. Even I don't know what it does. Do you wanna find you?" Phil asks, turning it on. A loud gasp is heard and Agent Coulson is impaled in the back by Loki's Scepter, which he miraculously got just then, by the real Loki standing behind him.

"Noooo!" Thor shouts, banging his fist against the glass. Loki sends Agent Coulson against the wall. Phil slumps down, breathing fast. Loki makes his wasbsdk to Th control switch. He gives his brother a little smile and hits the button and drops Thor out the ship.

Barton and Natasha continue attacking each other. Natasha kickboxes Barton's face. Feeling that, Barton takes a swing at her, but she grabs his arms, twisting it. Barton writhes in pain.

Using his other arm, te tosses the knife over and begins to slash at Natasha. She dodges every move, buy finds herself in a lock hold with him. As he forces the knife down, she bites his wrist. Barton let's go of the knife. Natasha wraps her legs around his neck, flips him over and arms locks him. She slams his head into a pipes rail. Barton goes down, hard. He looks up to her, almost coming to his senses.

"Natasha?" Natasha hits him again and Barton in out cold.

Thor, trapped in the glass cage, bounces off the jumbling cell pod. As I'd draws closer to land, Thor tries to swing at the glass, but misses. Land draws nearer and in one final attempt before crashing, Thor positions himself onto the glass door and jumps out the other side just as the cage is about to hit the ground. The cell crashes into the shore as Thor crashes out into the meadow.

Loki has no remorese nor regret as he looks down. He closes the hatch and proceeds to leave. When a weak voice stops him.

"You're gonna lose" Agent Phil Coulson says weakly, making Loki turn around to face him.

"Am I?" Loki asks.

"It's in your nature" Phil says.

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

"You lack conviction" Phil weakly says.

"I don't think I..." Agent Coulson shoots Loki white his gun, causing Loki to be blown through the wall behind him.

"So that's what it does" Agent Coulson says.

Iron-man continuesly spins engine 3, giving it all he has. The rotors are propelling probably and fast. The a Helicarrier levels itself.

"Cap, I need the lever!" Tony says, from inside his iron-man suit.

"I need a minute here!" Cap says, still hanging from the cable.

"Lever. Now!" Tony slowly lets go of the rotors. They spin by themselves. Tony is then caught in one. Iron-man slips into the rotors, getting chewed up. Captain America climbs up the loose cable and reaches the railing. Barton's one man left standing opens fire once more. Cap pulls himself up and finally pulls the lever. A vent ups from Engine 3. Iron-man falls out, but the suit is heavy 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 p-man rolls over, tired. And Cap lets out a sigh of relief.

Outside the Helicarrier that brought Barton and his team now leaves, taking Loki and his Scepter. The carrier then flies into the distance.

Fury runs in finding Agent Couldn't still alive, barely.

"Sorry, boss. They got rabbited" Phil says weakly.

"Just stay awake. EYES ON ME!" Fury shouts, trying to keep Phil awake long enough for the doctor's to get here.

"No. I'm clocked out here" Phil's eyes start to flutter.

"Not an option" Fury states.

"It's okay, boss. This was going to work... if they didn't have something.. to.." Agent Coulson looks swat, sighs his last breath, eyes closed. Nick Fury looks on grimly at Coulson. The medical team arrives.

Fury gathers Tony and Steve 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.

"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.

"We're dead in the air up here. Our communications, location of the cube, Banner, Granger, Thor. I got nothing for you. Lost my one good eye. Maybe I had that coming. 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 we could be 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 gets up and walks off, not wanting to hear it anymore. "Well, it's an old fashioned notion" Fury finishes his speech.

Back with Hermione and the Hulk.

"Are you calm? Don't forget you need to save your strength for when you take down Loki and his army" Hermione says softly, after 2 jets and 3 cars.

The Hulk goes over to her and looks her in the eye.

"Can you please turn back to Dr. Banner? I need to know where the Tesseract is, and I need you down to human size so we can get there" Hermione says, and the Hulk slowly sits down and turns back to Banner.

"Bruce? Are you ok?" Hermione asks, going over to him.

"Did I hurt anybody?" Was the first thing he asks.

"No, I got you away before you could" Hermione says. Noticing that he is naked, she quickly turns around.

"But how? Normally who ever comes near me as the other guy ends up dead or hurt" Banner asks confused.

"Easy, asked nicely. And it also helps that I'm a witch so I got us both out of there" Hermione chuckles, quickly transfiguring her jacket into some pants, and a flower from the ground into a grey shirt.

"Clothes?" Hermione asks, handing him the clothes without looking.

"Thanks" Banner says embarrassed.

"Anytime" Hermione says.

"Ok, I'm decent" he says, and Hermione turns around to face him.

"Do you know the Tesseract is?" Hermione asks.

"New York City" Banner nods, and Hermione thinks.

"That's to far for me to comfortably Apparite, can you drive?" Hermione asks.

"No" Banner shakes his head sideways.

"Then I guess we go my way, how do you feel about hights?" She asks. Conjuring up her broomstick.

"Joy" Is all he says.

"Ok, I want you to get on behind me and wrap your arms around me, so you don't fall off." Hermione instructs. He does what she said and Hermione quickly kicks off the ground and flys quickly through the air. Banner holds her tighter, afraid that he will fall.

Barton is strapped down. Natasha watching over him as Barton tries to shake off Loki's mind control.

"Clint, you're gonna be alright." Natasha says.

"You know that? Is that what you know? I got.. I gotta go in though. I gotta flush him out." Barton says, shaking his head.

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

""I don't understand. Have you ever had someone take your brain and play? Pull you out and send something else in? Do you know what it's like to be unmade?" Barton asks.

"You know that I do." Natasha says.

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

"Cognitive recalibration. I hit you really hard in the head." Natasha says, smiling slightly.

"Thanks" Barton says. And Natasha unfastens the restraints on his wrist. "Tasha, how many agents?"

"Don't. Don't do that to yourself, Clint. This is Loki. This is monsters and magic and nothing we were ever trained for." Natasha says.

"Loki, he got away?" He asks.

"Yeah. Don't suppose you know where?" Natasha asks.

"I didn't need to know. I didn't ask. He's gonna make his okay soon though. Today" Barton says.

"We gotta stop him" Natasha states.

"Yeah? Who's we?" Clint asks.

"I don't know. Whoever's left." She says.

"Well, if I put an arrow in Loki's eyesocket, I'd sleep better I suppose." Clint jokes.

"Now you sound like you" Natasha sits next to her partner and friend.

"But you don't. You're a spy, not s soldier. Now you want to wade into a war. Why? What did Loki do to you?" Clint questions.

"He didn't, I just" She pauses, wondering how to word the next thing she says.

"Natasha" Clint starts.

"I've been compromised. I got red in ledger. I'd like to wipe it out" Is all she says.

Tony looks at the empty cell container. He stands not saying a word. Steve finds him like this when he walks in.

"Was he married?" Steve asks.

"No. There was a uh... cellist, I think" Tony replies.

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

"He was an idiot" Tony says.

"Why? For believing?" Asks Steve.

"For taking on Loki alone"

"He was doing his job"

""He was out of his league. He should have waited. Should have.." Tony trails off.

"Sometimes there isn't a way out, Tony" Tony starts to walk away.

"Right. How did that work for him?" Tony asks.

"Is this the first time you've lost a soldier?" And Tony turns around sharply.

"WE ARE NOT SOLDIERS! I am not marching to Fury's fife!" Tony shouts.

"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 cuts Steve off.

"He made this personal" Tony says, looking at the blood stained wall.

"That's not the point." Steve says, trying to get back on track.

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

"To tear us apart" Steve says, wondering what Tony is getting at.

"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." Tony says.

"Right, I caught his act at Stuttengard" Steve says.

"Yeah. That's just a preview,mthks is opening night. Loki's a full-tilt diva. He wants flowers, he wants parades, he wants a monument built in the Shiite with his name plastered... Son of a bitch" Tony says, and he runs of with Steve following.