He's gone but they have me

by jacquisup

What if Bucky didn't fall? Would he be able to survive being by himself? Or would he have someone to look after?

4. The Avengers

Bucky was at Brooklyn in a gym thinking when he heard someone and stopped to see Fury looking at him.

"What is it this time? I retired fifteen years ago." Bucky said.

"That's one of the reasons I'm here." Fury said and handed him a file on the Tesseract, along with other files on HYDRA's projects. "And this is for something bad."

"Hydra's secret weapon."

"I'm sure you remember Howard Stark fished that out of the ocean when he was looking for Rogers." Fury said and Bucky nodded. "He thought what we think, the Tesseract could be the key to unlimited sustainable energy. That's something the world sorely needs."

"Who took it from you?"

"He's called Loki. He's not from around here. There's a lot we'll have to bring you up to speed on if you're in. The world has gotten even stranger than you already know." Fury said. "Is there anything you can tell us about the Tesseract that we ought to know now?"

"You should have left it in the ocean." Bucky said and sighed. "Now what is it you need exactly?"

"We need the Winter Soldier back." Fury said and Bucky looked at him. "And I want you to work for SHIELD again. Barton is on Loki's control right now." he said and Bucky shut his eyes.

"Until this is done or longer?"

"I'd like it if you stayed longer since you're immortal."

Then Bucky opened his eyes and glared at him but nodded.

"Fine." he said and they headed to is apartment so he could get something.

An hour later they were at SHIELD and Bucky was dressed as Winter Soldier leaning on a wall with his arms crossed and listening to Coulson talk to Natasha.

"You're at 1- 14 Silensky Plaza, 3rd floor. We have an F-22 exactly eight miles out. Put the woman on the phone or I will blow up the block before you can make the lobby." Coulson said on the phone. "We need you to come in."

"Are you kidding? I'm working." Natasha said and Bucky couldn't help but snicker a little.

"This takes precedence."

"I'm in the middle of an interrogation, and this moron is giving me everything." she said. "Look, you can't pull me out of this right now."

"Natasha... Barton's been compromised."

"Let me put you on hold." she said so he listened to the fight over the phone and stood quiet waiting as they heard the groaning, kicking and punching while Bucky looked amused. "Where's Barton now?"

"We don't know."

"But he's alive?"

"We think so." he said looking at a screen playing a video of Hawkeye and Black Widow in Budapest. "We'll brief you on everything when you get back." he said, was handed a folder and he and Bucky walked down some stairs as he talked. "But first, we need you to talk to the big guy."

"Coulson, you know that Stark trusts me about as far as he can throw me." she said and Bucky fought the laughter wanting to come remembering that.

"Oh Winter Soldier's got Stark! You get the big guy."

"Bucky's back?"

"Fury told him and pretty much forced him to work here again."

"You do remember I have enhanced hearing after getting a serum of my own done right?" Bucky asked with an eyebrow up and arms still crossed and Coulson winced forgetting about that.

"Sorry." Coulson said and Bucky rolled his eyes.

"Whatever. I'm gonna go see if Tony will help us." he said, grabbed what he needed and left.

Everyone watched him feeling bad for him because they knew he didn't want to work there after losing them all.

Meanwhile Iron Man landed on the landing pad of Stark Tower and walked along a walkway, robotic arms deconstructing his armor.

"Sir, Agent Coulson of SHIELD is on the line." JARVIS said.

"I'm not in. I'm actually out." Tony said.

"Sir, I'm afraid he's insisting."

"Grow a spine, JARVIS. I got a date."

At the Penthouse Pepper was standing in front of a holographic display, a little confused.

"Levels are holding steady- I think." Pepper said and Tony approached her.

"Of course they are, I was directly involved. Which leads me to my next question. How does it feel to be a genius?" Tony said, turned off the display and they faced each other.

"Well, ah, I really wouldn't know now would I?"

"What do you mean? All this came from you."

"No, all this came from that." she said and tapped his arc reactor.

"Give yourself some credit, please. Stark Tower is your baby. Give yourself- twelve percent of the credit."

"Twelve percent?" she said and walked toward the living room.

"An argument can be made for

fifteen."

"Twelve percent of my baby?"

"Well, I did do all the heavy lifting. Literally, I lifted the heavy things and sorry but, the security snafu? That was on you." he said following her.

"Oh!"

"My private elevator." he said and she poured champagne in two glasses.

"You mean our elevator."

"Yeah, it was teeming with sweaty workmen. I'm going to pay for that comment about percentages in some subtle way later aren't I?"

"Not gonna be that subtle."

"I'll tell you what, next building is gonna say 'Potts' on the tower."

"On the lease!"

"Call your mum, can you bunk over?"

"Sir, the telephone. I'm afraid my protocols are being overridden." JARVIS said.

"Ah-" Tony said, picked up his high-tech phone and held up.

"Mr. Stark, we need to talk." Coulson said on phone screen.

"You have reached the Life Model Decoy of Tony Stark. Please leave a message."

"This is urgent."

"Then leave it urgently." Tony said and the elevator opened and Bucky came out shocking them both so he hung up.

"Bucky! Come in!" Pepper said and they walked over to Bucky entering. "Come on in, we're celebrating."

"Which is why he can't stay." he said fake smiling.

Then they saw Bucky in his Winter Soldier uniform and Tony shook his head.

"They didn't." he said but Bucky ignored it and took out the laptop.

"We need you to look this over." Bucky said and put it in front of him.

"Official consulting hours are between eight and five every other Thursday."

"This isn't a consultation Tony." Bucky said seriously.

"Is this about the Avengers?" Pepper asked and he looked at her. "Which I know nothing about."

"The Avengers Initiative was scrapped, I thought, and I didn't even qualify." Tony said.

"I didn't know that either."

"Yeah, apparently I'm volatile, self-obsessed, don't play well with others."

"That I did know."

"This isn't about personality profiles anymore Tony." Bucky said shaking his head.

"Whatever! Ms. Potts, got a sec?"

"Half a moment." Pepper said, left Bucky at the door and went over to Tony.

"You know, I thought we were having a moment."

"I was having twelve percent of a moment." she said and he gave her a look. "This seems serious. Bucky looks really annoyed and I thought he left SHIELD years ago."

"I know."

"What is all this?"

"This is- ah..." he said, grabbed the holograms on the laptop and threw them up and the holograms filled the room, each a article on one of the Avengers. "...this!" he said and they both looked upon the screens, observing them.

"I'm going to take the jet to DC tonight."

"Tomorrow."

"You have homework. You have a lot of homework."

"Well, what if I didn't?"

"If you didn't? You mean when you finished? Well, um, then-" she said, leaned in and whispered in his ear.

"Square deal. Fly safe." he said and they kissed.

"Work hard."

After she left Tony looked at Bucky.

"Are you gonna tell me why you're in your SHIELD uniform again?" Tony asked. "Fury didn't make you work for him again did he?"

"Yeah. He pretty much did but that's not important right now." Bucky said. "Look at what you can do on the laptop." he said and leaned on the table with his arms crossed.

Tony wasn't happy but nodded and looked at the Tesseract and it peaked his interest.

When he was done he looked at Bucky.

"You need a ride or are you good with your bike?" he asked and Bucky smiled.

"I'm good. I have to bring the laptop back anyway." Bucky said and Tony nodded.

Then they split up.

"What did you do to him?" Tony said shaking his head and put on his Iron Man suit.

Later Bucky and Natasha were walking to Coulson.

"Why are you back? Coulson said you were forced." Natasha said.

"Not now Natasha." Bucky said and they walked toward Coulson.

"Agent Romanoff, agent Barnes." Coulson said.

"Hi." Natasha said while Bucky nodded with his arms crossed.

"They need you on the bridge; they're starting the face trace." Bucky said to Coulson.

"See you there." Coulson said and left as Natasha and Bucky started walking.

"Now that it's just us, why did you come back? I thought you hated it here after Peggy and Howard left." Natasha said and Bucky sighed.

"Fury pretty much made me work here again because of the damn Cube." Bucky said and they saw Bruce bumping into people while observing the carrier. "Doctor Banner."

"Oh, yeah, hi. They told me you'd be coming." Bruce said.

"Word is you can find the Cube."

"Is that the only word on me?"

"Only word I care about."

"Dr. Banner, you might wanna step inside in a minute. It's gonna get a little had to breathe." Natasha said.

"Flight Mode. Secure the deck." Helicarrier intercom said.

Then there was a loud whirring and clunking sound and Bruce made his way to the edge of the helicarrier.

"Really, they want me in a submerged pressurized metal container?" he said and propellers started spinning and the carrier started lifting into the air. "Oh no, this is much worse." he said and the Helicarrier started ascending higher and higher.

A few minutes later they were on the Carrier following Natasha into the bridge. Natasha peeled away from them as Bruce stared and observed in awe. It's very busy, with SHIELD personnel working at stations, and communicating over earpieces.

They noticed Bucky standing there with his arms crossed and knew he was still angry at Fury but after years of practice is able to control it.

"Maximum performance take off, increase output to capacity." Carrier Bridge Tech 1 said.

"Power plant performing at capacity. We are clear." Female Carrier Bridge Tech said.

"All engines operating. SHIELD emergency protocol one nine three point six in effect." Hill said. "We're at level, sir." she said to Fury.

"Good! Let's vanish." Fury said.

"Engage retro reflection panels."

On the Helicarrier the underside of the ship appeared to became coated with mirrors so it blends in with the sky.

Back on the bridge.

"Reflection panels engaged." a male agent said.

"Gentlemen." Fury said to Bucky and Bruce. "Doctor, thank you for coming." he said and Bruce shook his hand.

"Thanks for asking nicely. So, um, how long am I staying?" Bruce asked.

"Once we get our hands on the Tesseract, you're in the wind."

"Well where are you with that?"

"We're sweeping every wirelessly accessible camera on the planet. Cell phones..." Coulson said and while he talked, Natasha moved over to a computer screen where Clint's face trace in progress and she checked the stats. "...laptops, if it's connected to a satellite, it's eyes and ears for us."

"It's still not gonna find them in time." Natasha said.

"You have to narrow your field. How many Spectrometers do you have access to?" Bruce asked.

"How many are there?" Fury asked.

"Call every lab you know. Tell them to put the Spectrometers on the roof and calibrate them for Gamma rays. I'll rough out a tracking algorithm, basic cluster recognition. At least we could rule out a few places. Do you have somewhere for me to work?"

"Agent Romanoff, would you show Doctor Banner to his laboratory, please?" Fury asked and Natasha walked over to Bruce and they started walking out of the bridge area.

"You're gonna love it, Doc. We got all the toys." Natasha said.

"Really? Do you have the com-meter sixty-four?" Bruce asked.

"I'm not sure-"

"Oh you're very young." he said cutting her off.

Then Fury looked at Bucky.

"I'm surprised you actually agreed to doing this agent Barnes." Fury said and Bucky snorted.

"Like I had a damn choice!" he snapped and people twitched or shivered hearing his anger.

People that hadn't been there when he worked here were a little nervous after hearing stories about him.

He was the best agent and had trained multiple people since.

No one would beat him, not even Natasha.

"I'm 95 years old and working for this hell hole. I left after Peggy and Howard left because I felt alone. I only have Peggy left and she's forgetting everything so easily!" he said and slammed his metal arm on a table. "You owe me huge for doing this!" he said and left and Fury walked up to Hill.

"Hill, did you tell the council that Barton had been compromised?" Fury asked.

"Was that not procedure?" Hill said and Fury walked off the bridge and onto the air deck, where he looked out. "Did you tell them who exactly is on your response team?" she said and he looked over his shoulder.

"Doesn't appear that I have to."

Later Coulson and Bucky were waiting on the bridge and Sitwell was in the b.g. running the face trace.

"I mean, if it's not too much trouble." Coulson said.

"No-no, it's fine." Bucky said.

Everyone knew Bucky had been a role model to him since he was a kid and even after Bucky being there when he was new. He was upset when Bucky retired but after working here for so long and everyone leaving or dying it was hard.

"We got a hit. Sixty seven percent match. Wait- cross-match, seventy nine percent." Sitwell said.

"Location?" Coulson said.

"Stuttgart, Germany. Twenty eight, Königstraße. He's not exactly hiding."

"Agent Barnes, you're up." Fury said and Bucky nodded and left.

At a fancy building people fled the gala, screaming, and Loki followed, taking on his Asgardian attire. He blast a police car speeding toward him, flipping it over and created duplicates of himself, surrounding a mob of gala people.

"Kneel before me. I said- KNEEL!" he said and the people hurry, dropping to their knees. "Is not this simpler? Is this not your natural state? It's the unspoken truth of humanity, that you crave subjugation. The bright lure of freedom diminishes your life's joy in a mad scramble for power, for identity. You were made- to be ruled. In the end- you will always kneel." he said walking through the mob and a German old man got to his feet.

"Not to men like you." the man said.

"There are no men like me."

"There are always men like you."

"Look to your elder, people. Let him be an example." Loki said and fired his scepter but Winter Soldier jumped in front of the man deflecting the beam off his metal arm causing it to hit Loki, who fell to the ground.

"You know, I really thought I could finally retire after working for 81 years. But I guess I can't." Winter Soldier said.

"The soldier-" Loki said and got to his feet. "-the man out of time."

"I'm not the one who's out of time." Winter Soldier said shaking his head and the Quinjet came in behind him with Black Widow inside.

Then a gun unfold from the underside of the plane.

"Loki, drop the weapon and stand down." Black Widow said over the speaker.

Loki fired at the jet and it banked hard to avoid it. Winter Soldier attacked him and they fought. Loki knocked Winter Soldier's gun to the side and forced him down with his scepter.

"Kneel!"

"That's not my thing." Winter Soldier said, jumped up and did a spin-kick to his face. "Even when Steve was here." he said and they kept fighting.

On The Quinjet cockpit Natasha, in her Black Widow suit, was trying to figure out how to take a shot.

"Guy's all over the place." she said.

"Agent Romanoff, you miss me?" Tony said over earpiece and the computer screen showed the message 'PA SYSTEMS OVERRIDE', and AC/DC's, 'Shoot to Thrill' started playing.

Black Widow smiled heavily and Iron Man flew down and fired a repulser blast, knocking Loki down.

"Make a move reindeer games." Iron Man said and Loki's Asgardian garb faded away and he raised his hands. "Good move."

Then Winter Soldier walked over to him and the Quinjet started landing in the b.g.

"Perfect timing. And nice way to say hello to Tasha." Winter Soldier said smiling and patted him on the back.

"Thanks."

In the Quinjet Cockpit Black Widow was piloting the plane and Loki was strapped down in the back of the plane. Winter Soldier and Tony, in the suit but without the helmet, were standing behind the cockpit talking.

"He saying anything?" Fury asked over the Quinjet radio.

"Not a word." Black Widow said on the headset. "Just get him here, we're low on time."

"I don't like it." Winter Soldier said shaking his head.

"Me neither." Tony said.

Then there was a flash of lightning and a roar of thunder.

"Where's this come from?" Black Widow asked and Loki leaned forward, looking around.

"What's the matter with you? Scared of a little lightening?" Winter Soldier asked him.

"I'm not overly fond of what follows." Loki said and looked to the sky.

In the darkened stormy sky was a crash on top of the Quinjet as something landed.

In the Quinjet Tony, Winter Soldier and Black Widow looked up.

In the sky was a shadowy figure holding onto the Quinjet.

Then Thor was serious and there was another flash of light.

In the Quinjet Black Widow sped up while Winter Soldier ran and grabbed his gun while Tony grabbed his helmet attaching itself to the suit. Then he pushed a button and opened the ramp of the jet.

"What do you think you're doing?" Winter Soldier asked.

Then Thor entered, jumping down on the ramp and hit Iron Man away, causing him to fall on Winter Soldier. Then he grabbed Loki by the neck and jumped out of the plane.

"Now there's that guy." Iron Man said.

"Another Asgardian?" Black Widow said.

"That guy's a friendly." Winter Soldier said sarcastic.

"Doesn't matter. If he frees Loki, or kills him, the Tesseract's lost." she said and Iron Man started walking to the edge of the ramp.

"Tony, we need a plan of attack." Winter Soldier said.

"I have a plan. Attack!" Iron Man said, flew out of the jet and Winter Soldier sighed and made for a parachute.

"I'd sit this one out, Buck." Black Widow said.

"I don't see how I can." Winter Soldier said. "I told Howard I'd look after him and now he's getting into trouble which means I have to look after him."

"These guys come from legend, they're basically Gods."

"There's only one God Nat, and I'm pretty sure he doesn't dress like that." he said, strapped on the chute, grabbed his gun and dove out the plane, headfirst.

Meanwhile Thor and Iron Man crashed through the trees of a forest to the ground, Tony lifted his faceplate.

"Do not touch me again." Thor said.

"Then don't take my stuff." Tony said.

"You have no idea what you're dealing with."

"Uh- Shakespeare in the park? Doth mother know you wear-th her drapes?"

"This is beyond you, metal man. Loki will face Asgardian justice."

"He gives up the Cube, he's all yours. Until then-" Tony said and his faceplate dropped. "-stay out of the way." Iron Man said and took a few steps. "Tourist." he said and Thor threw Mjolnir, hitting him in the chest, sending him flying, landing on his back.

Inside Iron Man's helmet.

"Okay!" Tony said.

Meanwhile Loki smirked from the cliff top as Thor summoned Mjolnir then swung it in circles. Iron Man got to his feet and fired a repulse blast at him, then flew at him, kicking him through a tree.

Thor stood, summoning a bolt of lightning as Loki watched in the distance and Thor sent the bolt at Iron Man.

Inside Iron Man's helmet.

"Power at four hundred percent Capacity." JARVIS said.

"How bout that?" Tony said.

Then Iron Man fired at Thor and they stood ready then fly at each other, smashing through the trees and scraping up a cliff side.

Trees were toppled as they crashed to the forest grounds. They stood quickly and Thor sent in a left hook so Iron Man was about to punch but Thor grabbed his fist. Iron Man was about to send in his left hook and Thor grabbed that too.

Then Thor started to crush Iron Man's right gauntlet with ease.

Inside Iron Man's helmet Tony looked at the HUD alerting him, groaned and thought.

Then Iron Man lift his palm, being crushed, and fired a blast at Thor's face but did nothing to Thor so he head butt him and Thor headbutts him back. Iron Man flew back, coming to a stop before launching himself at Thor.

Then he threw Thor into a broken tree and Thor stood and they went at it for a bit longer a fist fight. Thor summoned his hammer about to slam down on the chest of Tony but Iron Man ditched, causing Thor to fall.

Behind the rising Thor, Iron Man swooped in and punched him.

They got ready to send blows at each other until there was a gunshot and they looked to see where it came from.

"Enough!" Winter Soldier said, jumped off the tree and approached them. "Now I don't know what you plan on doing here-"

"I've come here to put an end to Loki's schemes!" Thor said.

"Then prove it. Put that hammer down."

"Uh, yeah! No! Bad call, he loves his hammer-" Iron Man said but Thor swung his hammer back, sending him behind him.

"You want me to put hammer down?" Thor said and leapt, swinging Mjolnir and Winter Soldier raised his metal arm over his head.

When the two connected there was a loud boom and a flash of light. The three were thrown backwards and slowly got to their feet and came together.

"Are we done here?" Winter Soldier asked and Thor looked around.

Meanwhile the Helicarrier flew through the clouds.

Inside Loki was escorted down the halls by a troop of armed guards. He walked past a window where Bruce was working and Loki smiled through the window at him.

Bruce removed his glasses and rubbed his temples.

Later Loki was locked in a cylindrical glass cage when Fury walked in and over to a control panel.

"In case it's unclear, you try to escape- you so much as scratch that glass-" Fury said, pushed a button and the floor beneath the cell dropped away to nothing causing the wind scream. "Thirty thousand feet straight down in a steel trap. You get how that works?" he said, pushed a button and closed the floor then gestured first to Loki. "Ant." he said and gestured to panel. "Boot."

"It's an impressive cage. Not built, I think, for me." Loki said.

"Built for something a lot stronger than you."

"Oh I've heard."

Later in the Conference Table, on the glass table a monitor was up with Loki on it, watching it was Natasha. As Loki talked she looked up at Bruce. Bruce looked at her, smirking about her cage comment earlier.

"...A mindless beast- makes play he's still a man..." Loki said and Thor listened intently. "...How desperate are you, that you call on such lost creatures to defend you?"

"How desperate am I?..." Fury asked.

Then Fury moved toward the cage slowly.

"...You threaten my world with war, you steal a force you can't hope to control, you talk about peace and you kill 'cause it's fun. You have made me very desperate. You might not be glad that you did." Fury said.

"Ooh. It burns you to have come so close, to have the Tesseract, to have power- unlimited power, and for what?" Loki said and smiled. "A..."

On the Bridge Hill was watching Loki on a screen too.

"...warm light for all mankind to share?" he said.

Back at the cylindrical glass cage Loki faced Fury again.

"And then to be reminded what real power is." he said and Fury smiled.

"Well, let me know if 'real power' wants a magazine or something." Fury said and left.

On the Bridge the monitor on Bucky's side of the table turned off then looked up.

"He really grows on you doesn't he?" Bruce said.

"Loki's gonna drag this out. So, Thor, what's his play?" Bucky asked.

"He has an army called the Chitauri. They're not of Asgard nor any world known. He means to lead the against your people. They will win him the Earth, in return, I suspect, for the Tesseract." Thor said.

"An army, from outer space?"

"So, he's building another portal. That's what he needs Selvig for."Bruce said.

"Selvig?" Thor said.

"He's an astrophysicist."

"He's a friend."

"Loki has them under some kind of spell- along with one of ours." Natasha said.

"I wanna know why Loki let us take him. He's not leading an army from here." Bucky said. "After working for WWll I should know."

"I don't think we should be focusing on Loki. That guy's brain is a bag full of cats, you can small crazy on him." Bruce said.

"Have care how you speak. Loki is beyond reason but he is of Asgard, and he is my brother." Thor said.

"He killed eighty people in two days." Natasha said.

"He's adopted?"

"I think it's about the mechanics. Iridium, what do they need the Iridium for?" Bruce said.

Then Tony and Coulson came walking in.

"It's a stabilizing agent." Tony said. "I'm saying, take a weekend; I'll fly you to Portland. Keep love alive."

Coulson peeled off from Tony, who is heading over to Thor. "Means the portal won't collapse on itself like it did at SHIELD." he said to Coulson quietly. "No hard feelings point break, you got a mean swing." he said to Thor and Thor gave him a look as he walked to the control panels. "Also, means the portal can open as wide and stay open as long as Loki wants." he said. "Ah, raise the mizzen mast, ship the topsails." he said to SHIELD personnel and the personnel looked at him strangely. "That man is playing Galaga! Thought we wouldn't notice, but we did." he said standing at the command area of the ship and covered one eye. "How does Fury even see these?" he asked Hill.

"He turns!" Hill said in an attitude.

"Sounds exhausting!" he said and started messing with the screens, sticking something to the underside of a desk. "The rest of the raw materials, Agent Barton can get his hands on pretty easily. Only major component he still needs is a power source- of high energy density. Something to- kick start the Cube."

"When did you become an expert in thermonuclear astrophysics?"

"Last night. The packet, Selvig's notes, the extraction theory papers- am I the only one who did the reading?"

"Does Loki need any particular kind of power source?" Bucky asked.

"He's have to heat the Cube to a hundred and twenty million kelvin just to break through the Coulomb barrier." Bruce said.

"Unless, Selvig has figured out how to stabilize the Quantum Tunneling effect." Tony said.

"Well, if he could do that he could achieve heavy-ion fusion at any reactor on the planet."

"Finally. Someone who speaks English."

"Hey!" Bucky said and Tony and Bruce shook hands.

"It's good to meet you, Doctor Banner. Your work on anti-electronic collisions is unparalleled. And I'm a huge fan of the way you- lose control and turn into an enormous green rage monster."

"...Thanks." Bruce said and Fury entered.

"Doctor Banner is only here to track the Cube. I was hoping you might join him." Fury said.

"I'd start with that stick of his. It may be magical, but it works an awful lot like a HYDRA weapon." Bucky said with his arms crossed.

"I don't know about that, but it is powered by the Cube. And I like to know how Loki used it to turn two of the sharpest men I know into his personal flying monkeys."

"Monkeys? I do not understand." Thor said.

"Shall we play, Doctor?" Tony asked.

"This way, sir." Bruce said and they walked off.

Then a SHIELD worker resumed play Galaga again.

A few minutes later Bruce and Tony were at Wishbone Lab working on tracking the Cube. Bruce was scanning the scepter with a device.

"The Gamma readings are definitely consistent with Selvig's reports on the Tesseract. But it's gonna take weeks to process." Bruce said and Tony worked on a screen.

"If we bypass their mainframe and direct route to the Homer cluster we can clock this at around six hundred teraflops." Tony said.

"All I packed was a toothbrush." Bruce and Tony giggled a bit.

"You know, you should come by Stark Tower some time. Top ten floors- all R and D. You'd love it, it's a candy land."

"Thanks but... last time I was in New York I kind of broke... Harlem."

"Well, I promise a stress free environment. No tension, no surprises." Tony said and zapped him in the side.

"Ow!"

"Hey!" Bucky said.

"Nothing?" Tony said and Bucky approached.

"Tony are you nuts?"

"Jury's out!" Tony said. "You really have got a lid on it, haven't you? What's your secret? Mellow jazz, bongo drums, huge bag of weed?" he asked Bruce.

"Is everything a joke to you?"

"You know me. Funny things are."

"Threatening the safety of everyone on this ship isn't funny Tony." Bucky said shaking his head and looked at Bruce. "No offense, Doc."

"No it's alright. I wouldn't have come aboard if I couldn't handle pointy things." Bruce said.

"You're tip-toeing, big man. You need to strut." Tony said.

"And you need to focus on the problem, Tony." Bucky said.

"You think I'm not? Why did Fury call us in? Why now, why not before? What isn't he telling us? You know I can't do the equation unless I have all the variables."

"He's a spy, you know that."

"Bucky, he's the spy. His secrets have secrets." Tony said and gestured to Bruce. "It's bugging him to, isn't it?"

"Uh, Aah, I just wanna finish my work here and-" Bruce started but was cut off.

"Doctor?" Bucky said.

"A warm light for all mankind," Loki's jab at Fury about the Cube."

"I heard it."

"Well, I think that was meant for you." Bruce said and gestured to Tony, who offered him a blueberry. "Even if Barton didn't tell Loki about the tower, it was still all over the news."

"Stark Tower?"

"It's powered by an arc reactor, self-sustaining energy source. That building will run itself for, what, a year?"

"It's just the prototype." Tony said.

"So, why didn't SHIELD bring him in on the Tesseract project? What are they even doing in the energy business in the first place?"

"I should probably look into that as soon as my decryption program finishes breaking into all of SHIELD's secure files."

"Tony-" Bucky started.

"JARVIS has been running it since I hit the bridge. In a few hours I'll know every dirty secret SHIELD has ever tried to hide. Blueberry?"

"Yet you're confused about why they didn't want you around."

"An intelligence organization that fears intelligence? Historically, not awesome."

"I think Loki's trying to wind us up. This is a man who means to start a war and if we don't stay focused he'll succeed. We have orders, we should follow them."

"Following's not really my style."

"I know." Bucky said and chuckled.

"Bucky, tell me none of this smells a little funky to you?" Bruce asked.

"Just find the Cube." Bucky said, left the lab, paused and turned, walking off in another direction.

"Guy's not wrong about Loki, he does have the jump on us."

"What he's got is an ACM dynamite kit. It's gonna blow up in his face, and I'm gonna be there when it does." Tony said.

He was a little worried about Bucky and angry at Fury for making Bucky work for him again.

"I'll read all about it."

"Mhm, or, you'll be suiting up with the rest of us."

"Now, you see I don't get a suit of armor. I'm exposed, like a nerve, it's a nightmare."

"You know, I've got a cluster shrapnel, trying every second to crawl its way into my heart. This stops it-" Tony said and tapped the arc reactor. "-this little circle of light. It's part of me now, not just armor. It's a terrible privilege."

"But you can control it."

"Because I learned how."

"It's different." Bruce said and Tony wiped clean the screen between them that Bruce was working on.

"Hey, I read all about your accident. That much Gamma exposure- should've killed you."

"So you're saying that the Hulk- the Other Guy- saved my life? That's nice. That's nice sentiment. Saved it for- what?"

"I guess we'll find out."

"You may not enjoy that."

"And you just might."

In a storage room Bucky forced open the entrance to a storage room. He walked in, looking around then silently jumped up to a catwalk above.

---

At the Wishbone Lab Fury entered.

"What are you doing, Mr. Stark?" Fury asked.

"Uh- kind of been wondering the same thing about you." Tony said.

'And tying not to kill you for making Bucky work for you again.' he thought.

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

"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." Bruce said.

"And you'll get your cube back, no muss, no fuss. What is Phase Two?" Tony said.

Then Bucky entered and slammed a large HYDRA gun on the table.

"Phase Two is SHIELD used the Cube to make weapons without telling me when I worked here."

"Agent Barnes, we gathered everything related to the Tesseract after you left. This does not mean that we're-"

"I'm sorry, Nick." Tony said and turned the screen towards Fury showing a plan for some a missile. "What were you lying?"

"I was wrong, Fury. You can't go a day without me." Bucky said shaking his head. "Looks like Tasha isn't your best agent after I left."

Then Thor and Natasha entered and Bruce looked at her.

"Did you know about this?" Bruce asked.

"You wanna think about removing yourself from this environment, doctor?" Natasha asked and he laughed.

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

"Loki's manipulating you."

"And you've been doing what exactly?"

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

"Yes, and I'm not leaving because suddenly you get a little twitchy." he said. "I'd like to know why SHIELD is using the Tesseract to build weapons of mass destruction."

"Because of him." Fury said pointing at Thor.

"Me?" Thor said.

"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, out-gunned."

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

"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."

"Like you controlled the cube!" Bucky said.

"Your 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." Thor said.

"A higher form?!"

"You forced our hand! We had to come up with some-" Fury started but was cut off.

"Nuclear deterrent! 'Cause that always calms everything right down." Tony said and everyone became hostile and started cutting each other off.

"Remind me again how you made your fortune, Stark?" Fury said.

"Hey! Leave him out of this!" Bucky said.

"Wait-Wait! Hold on! How is this now about me?" Tony asked.

"It's not."

"I thought humans were more evolved than this." Thor said and everyone started arguing over each other.

"Excuse me, did we come to your planet and blow stuff up?" Fury asked. "YOU'RE NOT MY CHAMPION!"

'Yeah, that's me.' Bucky thought.

"You furious? I'm furious." Tony said to Thor.

"We all are!" Natasha said to Bruce.

As they argued over one another the scepter glowed strongly and Bucky tried to stop them.

"Tis your champion." Thor said.

"Are you boys really that naive? S.H.I.E.L.D monitors potential threats." Natasha said.

"And the Winter Soldier is on the threat poll?" Bruce said to Natasha.

"That's not your concern doctor!" Fury said.

"YEAH MAN HANDLE ME NOW, THAT'LL BE GOOD!" Bruce said to Thor.

---

"You speak of control, yet you court chaos!" Thor said.

"It's his MO, 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." Bruce said.

"You need to step away." Fury said.

"Why shouldn't they guy let off a little steam?" Tony asked.

"You know damn well why!" Bucky snapped losing control of the anger he's had since he rejoined SHIELD.

"Oh, I'm starting to want you to make me." Tony said.

"Yeah, big man in a suit of armor. Take that off, what are you?"

"You know me. Genius, billionaire, playboy, philanthropist."

Then Bucky thought about what he said to Howard and took a deep breath while Thor laughed.

"You people are so petty, and tiny." Thor said.

"Yeah, this is a team." Bruce said.

"Agent Romanoff, would you escort Dr. Banner back to his-" Fury started but was cut off.

"WHERE? YOU RENTED MY ROOM!"

"The cell was just-"

"IN CASE YOU NEEDED TO KILL ME. BUT YOU CAN'T, I KNOW, I TRIED!" Bruce said, stopped and everyone stared at him. "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. You wanna know my secret, Agent Romanoff? You wanna know how I stay calm?" he said and everyone watched him, Fury, Natasha and Bucky reached for their guns.

"Doctor Banner, put down the Scepter." Bucky said and Bruce looked down, surprised, to see the spear in his hand.

Then the monitor made a noise, signaling the Tesseract had been located so Bruce put the scepter back on the table and walked over to the screen on the other side of the room.

"Got it!" Fury said.

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

"Located the Tesseract?" Thor asked.

"Look, all of us-" Bucky started but was cut off.

"I can get there faster." Tony said.

"The Tesseract belongs on Asgard, no human is a match for it." Novar said and Tony turned to leave and Bucky held him back.

"You're not going alone!" Bucky said and Tony smacked his hand. "The day you were born I promised to look after you."

Tony looked at him and knew he was right. After losing his parents Bucky had stepped up to be like a father to him and to this very day still has.

Then Bruce saw something on the monitor.

"Oh-my-god." Bruce said.

---

On the Helicarrier the blast destroyed one of the engines.

At the Wishbone Lab everyone in the lab was flying in different directions. Fury and Thor fell to the ground behind a table.

Tony and Clint were blown to the entry way.

Bruce and Natasha flew out the Wishbone lab and into the lower equipment room.

In engine 3 pieces of flaming debris fell to earth.

At the Wishbone Lab Bucky and Tony scrambled to their feet.

"Put on the suit." Bucky said.

"Yep." Tony said and Bucky helped him up and they ran out of the lab.

'Don't worry Howard, Maria, I'll look after him.' Bucky thought.

---

On the Bridge people were running around, yelling and grabbing guns while the monitors were beeping wildly. SHIELD Techs were panicking.

SHIELD Agents were gearing up and running to their stations.

"All hands engaged." Intercom voice said and the whole place was hectic.

In a hallway an agent frantically ran down the hall, smoke was dispensing from some pipes.

At the Wishbone Lab Fury sat up, groaning.

"Hill!" he said in his earpiece.

On the bridge Hill was standing her command area looking at a screen.

"Number Three engine is down." Hill said.

"We've been hit." a female Carrier bridge tech said and Hill ran over to a bridge tech's station.

"Did we get a run in? Talk to me."

"We got a fire in Engine Three." a worker said.

"The line looks mostly in tact but it's impossible to get out there to make repairs while we're in the air." Carrier bridge tech 1 said.

"We lose one more engine we won't be." Hill said. "Somebody's gotta get outside and patch that engine." she said in her earpiece.

At the Wishbone Lab.

"Stark, you copy that?" Fury asked on his earpiece.

"I'm on it." Tony said over Fury's earpiece.

On the Bridge Coulson ran down some steps.

"Coulson, initiate defensive lock down in the contingent center. Then get to the armory." Fury said over Coulson's earpiece.

At the Wishbone hall.

"Romanoff!" Fury said in his earpiece.

In the lower equipment room Natasha's leg was trapped under a very large pipe. She tried pulling herself painfully free. Then she groaned in pain and gave up. Bruce was in the corner spazing out, he was fine but he was making very wired moments.

"Okay!" she said in her earpiece and looked over to Bruce breathing heavy, having landed hard.

He was gripping the grated flooring to maintain control, but his eyes were green, his face intense.

"We're okay, right?" she said to herself quietly.

On deck Clint and his men had landed and were making their way across the deck and over to an air vent when Clint signaled them to kick in the vent and they did.

In engine room the grating was kicked in and the men jump down. Then Clint gave them orders.

"Keep that engine down." Clint said to three of them. "Detention, wait for camera to go dark." he said to two more. "Stay close." he said to the last two

In a hallway Tony and Winter Soldier ran through a dim, debris-filled hall.

"Find engine three. I'll meet you there." Tony said.

Winter Soldier peeled off as Tony approached a tech room.

Inside, Tony's Iron Man suit stood waiting, lit from above in all its glory.

In lower equipment room Bruce struggled to suppress the rage, but his face was growing, changing slowly and Natasha was pulling herself painfully free again.

"Doctor? Bruce, you gotta fight it. This is just what Loki wants. We're gonna be okay. Listen to me." Natasha said.

Then two maintenance guys ran in.

"You hurt?" one of them asked but she waved them away.

"We're gonna be okay. Right? I swear on my life I will get you out of this, you will walk away, and never ever -"

"Your life?" Bruce said growling.

His voice had the change in it, the bitter amusement was morphing to a growled threat. He started transforming into the Hulk, shirt tearing, he threw himself away from Natasha, who looked terrified, then he turned to look at her, transforming just as the lights go out.

"Bruce." she said as the transformation completed and his alter ego, the Hulk got unsteadily to his feet, and roared.

Then she wrenched her foot free and stood looking and the Hulk turned to look at her. She turned and ran up the catwalk stairs as he chased her.

She swung over a catwalk, and rolled under a turbine, as the Hulk tore down the stairs. Then she jumped through small places as the Hulk grabbed after her, roaring loudly. She crawled away under pipes.

In the Cylindrical glass cage cell, Loki heard the Hulk roaring and smiled.

Meanwhile Fury entered the bridge, running, yelling.

"Bring the carrier to a one-eight-zero south. Take us to the water." Fury said.

"We're blind. Navigation re calibrated after the engine failure." a SHIELD agent said.

"Is the sun coming up?"

"Yes, sir."

"Then put us on the left. Get us over water. One more turbine goes down then we drop."

In engine 3 Bucky had just arrived at the damaged engine.

"Stark! Stark, I'm here." he said.

Tony, in full Iron Man armor flew close to the engine.

"Good. Let's see what we got." Iron Man said and started to examine the engine, his suit scanning through the different levels of machinery.

Inside Iron Man's helmet.

"I gotta get this super conducting cooling system back online before I can access the rotors, work on dislodging the debris." Tony said to himself. "I need you to get to that engine control panel and tell me which relays are in overload position." he said to Winter Soldier and Winter Soldier jumped and swung himself over to the control panel and opened it up while Iron Man worked on the engine. "What's it look like in there?" he asked over Winter Soldier's earpiece.

"It seems to run on some form of electricity." Winter Soldier said.

"Well, you're not wrong."

Back in the lower equipment room the place was dark. Natasha snuck under an engine hiding from the Hulk. Then she heard the footsteps, pulled her gun, holding it ready and moved out from the pips and walked.

Suddenly, the Hulk jumped at her, roaring and she fired her gun at a pipe over his head and gas shot out. She ran along a narrow passage, the Hulk crashing through behind her. He came up on her fast and caught up to her as she was about to run off the passage and he back hand her against a wall.

He stepped towards her. Natasha was groaning, unable to move, scared. He raised a fist, about to strike, when he was tackled through a wall by Thor.

They rolled into a lower docking area with planes and personnel ran from the room. They circle one another, as Natasha took the attack in then the Hulk struck, throwing wild punches as Thor ducked and weaved. Hulk brought down a fist and Thor held it above him, on his knees.

"We're not your enemies, Banner! Try to think!" Thor said and punched him across the room and through a container.

Back in engine 3 Iron Man blast away debris from the engine with his uni beam.

'Kay, the relays are intact." Winter Soldier over Iron Man's helmet and pushed the engine control panel back in. "What's our next move?"

"Even if I clear the rotors, this thing won't re-engage without a jump..." Iron Man said.

Inside Iron Man's helmet.

"...I'm gonna have to get in there and push."

"Well, if that thing gets up to speed, you'll get shredded!" Winter Soldier said worried.

"Then stay in the control unit and reverse polarity long enough to disengage maglev and that should-"

"It'll slow the rotors down long enough for me to get out." Winter Soldier finished and looked to his side.

"Stand by it, wait for my word." Tony said and Winter Soldier made his way over to the lever.

"You know, if he was here Howard would be proud of you for doing this." Winter Soldier said smiling a little.

"Thanks, uncle Bucky." Tony said and Winter Soldier smiled and chuckled.

"You haven't called me that in years."

"I just thought I'd call you that one more time in case something happened."

Back in the lower docking area Thor flew in some stacked containers and slid across the floor on one knee and one leg out. Then he wiped a little blood from his nose. The Hulk roared and Thor looked up, grinning, and raised his hand.

Mjolnir came flying through the docking area and Thor caught it just as the Hulk charged through and hit him on the jaw sending him into a plane.

Hulk got up and ripped the wing off the plane, flinging it at Thor, who ducked, causing the wing to hit a jeep. Thor threw Mjolnir and the Hulk caught it but was pulled backwards. He tried to lift Mjolir but couldn't.

Thor picked it up and wrapped his arms around the Hulk's neck. Hulk tried swinging Thor off.

On the bridge Fury was at the controls and Hill was walking across the room.

"We need full evac on the lower hangar bed." Fury said and Hill nodded and walked up and signaled some agents.

Then a small device rolled over to their feet.

"GRENADE!" Hill yelled and the device exploded sending agents flying.

In the smoke, Loki's men enter, guns at the ready. Fury knocked one out, using his gun to shoot at another. While he took care of a third, a forth man entered and was about to fire when Hill shot him in the head.

In the Armory Coulson made his way over to the armory door.

"We've got perimeter breach. Hostiles are in SHIELD gear. Call out to every junction." Intercom voice said and Coulson pushed down on a switch and scanned his eyeball.

At the Wishbone Lab.

A few minutes later Hulk and Thor crash through the floor of the Wishbone lab. Thor lays on the ground, he looks up, and Hulk grabs him by the throat.

On the bridge Fury, Hill, and other agents were shooting toward Loki's men. The place was chaotic. BrigeTechs were taking cover and hiding from gunfire. Over the intercom...

"We've got the Hulk and Thor on Research Level Four. Levels Two and Three are gone."

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

"Get his attention." Fury said.

"Escort 6-Oh, proceed to Wishbone and..." she started in her earpiece.

On the flight jet a fighter jet was slowly pulling up to the Helicarrier.

"...engage hostile. Don't get too close." she said over the jet radio.

"Copy." a young SHIELD pilot said and the jet flew to where Hulk and Thor were fighting, seemingly evenly matched. "Target acquired. Target engaged." he said and fired his guns toward Hulk and the barrage of bullets bounced off of Hulk and he roars, running at the window then crashed through it, leaping at the jet. "Target angry. Target angry."

Hulk landed on the nose of the jet and tears at the metal as it swerves in the air. The pilot tries to eject himself but the Hulk grabs him and throws him off to the side. The pilot's parachute opens and the plane explodes, sending Hulk plummeting to the earth.

A few minutes later at engine 3 Iron Man sawed off pieces of debris with a laser. He jumps on them, knocking them off the rotors.

A pair of Loki's men engage, one throws a grenade. Cap jumps into the air and slaps it away. He land back on the carrier and fights them off, standing close to the lever. He ends up throwing one of the men off the carrier.

Then Cap jumped onto a catwalk, picked up a machine gun, and started firing at the last man.

On the bridge Fury was still shooting at the enemies.

"They are not getting through here so what the-" he said to himself.

Clint fired arrows from above and they exploded. He fired another which hit the control panel. Fury saw him and started shooting, while the arrow, having hit a plug, hacked the Helicarrier systems, causing a second engine to malfunction, it's dead.

"Engine One is now in shutdown." Intercom voice said and the Helicarrier tilted dangerously causing everyone in the bridge to start rolling.

"Sir, we've lost all power in Engine One." a SHIELD worker said.

In the lower engine room Natasha sat in the carnage of the Hulk's rampage, shaking. Then she slowly lift a hand to her earpiece.

"It's Barton, he took out our systems. He's headed for the detention lab. Does anybody copy?" Fury asked over Natasha's earpiece.

"This is Agent Romanoff. I copy." Natasha said in her earpiece and staggered to her feet.

Back in engine 3 Iron Man was trying to push the rotor.

"Stark, we're losing altitude."

Inside Iron Man's helmet.

"Yep, noticed." Tony said.

Then Iron Man flew in between the rotors and started pushing, slowly picking up speed as sparks flew.

Meanwhile Winter Soldier was forced over the edge by a gunman and fell almost dropping off the carrier, hanging on by a wire.

Back at the Cylindrical glass cage Thor ran into the room where Loki's contained. He saw the door slide up and ran over to Loki, only to go straight through him. Then Loki reappeared behind him and closed the door, locking Thor inside.

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

In the engine room Clint was walking along a passage catwalk when Natasha appeared behind him and he quickly turned and shot a bow, which flew by her but she pushed his hand.

He charged her and she kicked him, then rolled underneath some pipes popping up on the other side of the catwalk, kicking him in the knee. He shot another arrow, which she dodged by dropping across to the next passage and he followed her.

They fought along that catwalk and the fight was very even. Clint tried hitting her with the bow and she pulled on the string. They fought some more, headbutting and punching and both pulled daggers.

Back at the Cylindrical grass cage Thor hit the cage with his hammer, the cage cracked but it started to shake off the bolts and shudders and Loki laughed.

"The humans think us immortal. Shall we test that?" Loki said and moved to open the chute beneath the cell, dropping Thor.

Suddenly Coulson suddenly appears, wielding a large prototype Phase Two weapon.

"Move away please." Coulson said and Loki stepped back from the panel while Coulson gestured to the gun. "Do 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?" he said and prepared to fire the weapon when Loki disappeared, reappearing behind him and thrusting the point of his spear through Coulson's chest.

Then he yelled and dropped to the floor.

"NO!" Thor yelled and Loki returned to the panel, opening the chute and pressing the button sending the cell, and Thor, falling from the ship.

In the lower engine room Natasha and Clint were still fighting. Natasha grabbed his arm and thrust it back. He groaned as he threw the dagger to his free hand. Then she grabbed that hand too but he hoisted her against a wall.

He grabbed her hair and pulled, exposing her neck to his dagger. She sunk her teeth into his arm and he let go, trying to force her down when she spun, throwing him into the railing. Then he fell to the ground, groaning, then looked up.

"Natasha!" Clint said and she sent him a left hook.

"Winter Soldier?" Natasha said.

"Nat! You OK?" Winter Soldier asked.

"I got him. I got Clint."

"Oh thank God!" he said. "Be careful and try and stop him from leaving!"

"Will do."

A few minutes later in the skies the cell was still dropping, flipping all over the place.

In Cylindrical glass cage skies Thor trying desperately to break free from the cell, swinging Mjolnir at the glass sides as he plummets, twisting and turning, through the air. He braced himself against a wall and launched across the space, crashing through the glass and just before the cell slammed into the ground.

Then he crashed into a field like a meteorite.

In a empty detention room Coulson was slumped on the floor and Loki turned to leave.

"You're going to lose." Coulson said.

"Am I?" Loki asked.

"It's in your nature,"

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

"You lack conviction."

"I don't think I-" Loki started but Coulson fired the weapon, which shot a blast of fire similar to that of the Destroyer, sending Loki flying through a wall.

"So that's what it does."

On the bridge Fury was working the controls.

"All hands to your stations immediately." Intercom voice said.

In engine 3 the Helicarrier was still falling. Iron Man was trying to kick start the engine by manually moving the huge rotors. He was pushing the blades, flying faster and faster until they started spinning on their own and the ship leveled off.

Inside Iron Man's helmet.

"Serge hit the lever!" Tony said.

Winter Soldier had just still hauled himself up from the side of the ship by a power cord.

Meanwhile Iron Man was pushed back up against one of the rotors, now spinning too fast for him to escape.

Inside Iron Man's helmet.

"Uh-oh." Tony said.

Then Iron Man was sucked into the blades and spun wildly around before Winter Soldier managed to pull the lever and he could fly out. He managed to right himself and flew back to the ship, taking out the gunman shooting at Winter Soldier.

A few minutes later the deck took off and inside was Loki, smiling and watching the carrier.

Back in the empty detention room Coulson was slumped on the floor with the gun in his lap when Fury entered and knelt down by him.

"I'm sorry boss. They got rabbited." Coulson said.

"Just stay awake. Eyes on me." Fury said.

"Oh I'm clockin' out here."

"Not an option."

"It's okay, boss. This was never gonna work- if they didn't have something- to-" Coulson said and his breathing halt and Fury stood to let the medical team through while then leaned against the railing.

Back on the bridge Hill was having a head wound tended to.

"Agent Coulson is down." Fury said over Hill's earpiece and Hill pushed the doctor away.

In the engine room Natasha stood on the catwalk as Clint was dragged away by some agents and she listened intently.

"A medical team is on its way to your location." a SHIELD worker said over Natasha's earpiece.

"They're here." Fury said over her earpiece.

In engine 3 Tony and Cap stood together by the engine, quietly listening.

"They called it." Fury said over the earpiece.

Later Bucky, Tony and Fury were in the conference room gathered at a table with Hill standing to the side. Then he pulled a handful of cards out.

"These were in Phil Coulson's jacket. Guess he never did get you to sign them." Fury said and scattered them on the table. "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. Think I had that coming." he said and started making his way around the table to Bucky and Tony. "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." he said and reached a chair between Tony and Bucky. "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." he said and Tony stood up and walked out. "Well, it's an old-fashioned notion."

---

Later at Sick Bay Clint was strapped to a hospital bed. Natasha sat by him as he strained against the bonds, breathing hard and shaking his head.

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

"You know that? Is that what you know? I gotta go in though. I have to flush him out." Clint said.

"You gotta level out, it's gonna take time."

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

"You know that I do."

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

"Cognitive recalibration. I hit you really hard in the head."

"Thanks." he said and she started removing the strap restraints. "Natasha, 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."

"Loki. He get away?"

"Yeah. I don't suppose you know where?"

"Didn't need to know. Didn't ask. He's gonna make his play soon though. Today." he said and she walked to the door.

"We gotta stop him."

"Yeah? Who's we?"

"I don't know. Whoever is left. Oh, Bucky rejoined SHIELD and is back to being the Winter Soldier."

"Well, if I put an arrow through Loki's eye socket I'd sleep better I suppose."

"Now you sound like you."

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

"He didn't, I just-"

"Natasha."

"I've been compromised. I got red in my ledger. I'd like to wipe it out."

In an empty detention room Tony stood overlooking where the cylindrical glass cage used to be when Bucky entered the room.

"Did you know he wasn't married?" Bucky asked.

"Yeah. There was a uh- cellist, I think." Tony said.

"I'm sorry. He was a good man."

"He was an idiot." Tony said and they slowly moved toward each other.

"Why? For believing?"

"For taking on Loki alone."

"He was doing his job."

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

"Sometimes there isn't a way out, Tony. Especially for SHIELD."

"Right. How did that work for him?"

"Just like the way Steve took on Red Skull 67 years ago."

"I'm not marching to Fury's fife."

"Neither am I. He's got the same blood on his hands that Loki does, but right now we gotta put that behind us and get this done. Now Loki needs a power source, if we can put together a list-" Bucky said and Tony looked down at the place Coulson fell, where there was a dent in the wall.

"He made it personal."

"I know. But right now that's not the point."

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

"To tear us apart."

"Yeah, divide and conquer is great but- he knows he has to take us out to win, right? That's what he wants. He wants to beat us, he wants to be seen doing it. He wants an audience."

"Right. I caught his act in Stuttgart."

"Yeah. That's just previews, this is- this is opening night. And Loki, he's a full-tail diva. He wants flowers, he wants parades, he wants a monument built to the skies with his name plastered... Son of-a-bitch."

---

Later at Sick Bay Clint was in the restroom and Natasha was sitting on the bed when Winter Soldier came in and she stood up.

"Is Clint OK?" Winter Soldier asked.

"Yeah." Natasha said.

"Good. Time to go."

"Go where?"

"I'll tell you on the way. Can you fly one of those jets?" he asked when Clint entered from the restroom, drying his hands.

"I can." Clint said and Winter Soldier nodded.

"Got your suit?"

"Yeah."

"Then suit up like the old times." Winter Soldier said smiling.

They looked at each other and smirked remembering their last mission together.

In the field, Thor lifted Mjolnir to the skies.

Winter Soldier strapped his guns onto his pockets and sides.

Hawkeye put on his quiver.

Black Widow powered up her Widow's Bite and her bracelets lit up.

Tony was in a workshop making repairs to his helmet while agents walked by in the background and the helmet lit up.

Thor summoned a bolt of lightening and the field grew dark, with clouds. Then his armor slowly started to fly on.

Hawkeye and Black Widow walked side-by-side with Winter Soldier leading them through the lower hangar bay.

Thor's armor finally gathered.

Later Winter Soldier, Hawkeye and Black Widow walked onto the jet.

"Hey, you guys aren't authorized to be in here." a SHIELD engineer said.

"Shut up kid!" Winter Soldier said.

In the air deck Fury was holding Coulson's cards, over looking the air deck when Hill walked up behind him.

"Sir." Hill said.

"Agent Hill." Fury said.

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

"They needed the push." he said staring at the cards and saw the quinjet and Iron Man take off towards the city.

"We've got unauthorized departure from Bay Six." Intercom voice said.

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

"Yes, sir." Hill said.

In New York City skyline Iron Man was flying toward the city and his suit was losing power but he kept heading to Stark Tower.

On Stark Tower rooftop Selvig, still under the control of Loki was ready to activate the device he created with the Tesseract. Then Iron Man slowly reached.

"Sir, I turned off the arc reactor. The device is already self-sustaining-" JARVIS said.

"Shut it down, Dr. Selvig." Iron Man said.

"It's too late! She can't stop now. She wants to show us something! A new universe."

"Okay." Iron Man said annoyed and fired at the barrier around the device, but the Tesseract deflects it, sending the energy outwards, knocking Selvig out and Iron Man back.

"The barrier is pure energy. It's unbreachable."

"Yeah, I got that." Iron Man said and looked down to see Loki on the platform outside the penthouse. "I'm beat."

"Sir, the Mark Seven is not ready for deployment."

Inside Iron Man's helmet.

"Then skip the spinning rims, we're on the clock." Tony said.

When Tony landed and as his suit was deconstructed, he walked through into the tower penthouse, watching Loki Carefully and Loki walked in as well.

Inside the tower, Loki walked forward as Tony went behind his bar.

"Please tell me you're going to appeal to my humanity." Loki said.

"Uh- actually, I'm planning to threaten you." Tony said.

"You should have left your armor on for that."

"Yeah, it's seen a bit of mileage. You've got the uh- blue stick of destiny. Would you like a drink?"

"Stalling me won't change anything."

"No, no, no- threatening. No drink? You sure? I'm having one."

"The Chitauri are coming, nothing will change that. What have I to fear?"

"The Avengers. It's what we call ourselves, sort of like a team. 'Earth's Mightiest Heroes' type of thing."

"Yes, I'm met them."

"Yeah, takes us a while to get any traction, I'll give you that one. But, let's do a head count here. Your brother, the Demi-God;" Tony said and Loki turned away and Tony slipped a pair of bracelets onto his wrists. "A super soldier, a living legend who kind of lives up to the legend; a man with breath-taking anger management issues; a couple of master assassins, and you, big fella, you've managed to piss off every single one of them."

"That was the plan." Loki said as Tony started walking to the center of the penthouse where Loki was.

"Not a great plan. When they come, and they will, they'll come for you."

"I have an army."

"We have a Hulk."

"Oh, I thought the beast had wandered off."

"Yeah- you're missing the point. There's no throne, there is no version of this, where you come out on top. Maybe your army comes and maybe it's too much for us, but it's all on you. 'Cause if we can't protect the earth, you can be damned well sure we'll avenge it." Tony said and Loki walked over to him, pointing his scepter.

"How will your friends have time for me, when they're so busy fighting you?" Loki said then walked up to him and put the tip of the scepter over his heart and it clinked against the arc reactor. "This usually works."

"Well, performance issues. You know?" Tony said and Loki grabbed him by the throat and threw him across the room. "JARVIS, anytime now." he said and Loki grabbed him again.

"You will all fall before me."

"JARVIS. Deploy." Tony said and Loki sent him crashing through the window and plummeting toward the ground. "Deploy!"

Behind Loki, the Mark Seven suit went rocketing past and out after Tony.

It caught up to him and, locking onto the bracelets, attached to him and unfolded to a full suit. Tony managed to stop his fall moments before he hit the ground and flew back up to Loki at the window.

"And there's one other person you pissed off! His name is Phil." Iron Man said, fired a repulser blast at him and he was knocked down.

Meanwhile the device had powered up and shot a stream of blue energy at the sky, which open into a portal where the Chitauri army waited. Then the hoards of aliens started to fly through.

Inside Iron Man's helmet.

"Right! Army." Tony said.

In the sky Iron Man sped towards the incoming army, shooting at them. The Chitauri fire back at him and he fired more blasts, spinning out the way, dodging the exploding debris.

Iron Man kept flying higher and was hit by a Chitauri hovercraft. He rights himself and released mini-missiles at the Chitauri, blowing them up.

---

In the streets of Midtown Manhattan civilians were running for their lives, screaming. Several police cars show up. Police sergeant and a young cop stepped out of their car where they looked up at the Chitauri.

In the skyline he Quinjet flew toward Stark Tower, which was beaming the blue stream to the sky.

"Stark, we're on a..." Black Widow said over Tony's helmet.

Inside Iron Man's helmet.

"...three heading northeast." she said over HUD display.

"What, did you stop for drive-thru? Swing that park, I'm gonna lay 'em out for you." Tony said.

Iron Man flew fast, leading a troop of Chitauri, past Stark Tower where Thor and Loki were still fight each other.

He flew around the building and took a sharp turn causing some of the troop to crash.

On the Quinjet Cockpit Hawkeye and Black Widow were piloting the plane. They release the canon gun. Iron Man flies past them at high-speed and they release continuous fire at the troop of m Chitauri in front of them. They fly through the smoke and up to Stark Tower.

Inside Iron Man's helmet.

"Sir, we have more incoming." JARVIS said.

"Fine. Let's keep them occupied." Tony said.

Meanwhile the Quinjet came around a building at the sky of Manhattan, blasting the army who were firing at them. One of the wings was grazed by Chitauri gunfire.

Back at Stark Tower Thor smashed Loki's head into a glass on the catwalk still fight.

Inside Quinjet Cockpit.

"Nat!" Hawkeye said.

"I see 'em." Black Widow said.

Loki saw the jet and threw Thor to the floor, then blast one of the jet's rotor blades with his scepter and caught fire. Thor saw, angry, charged Loki and tackled him as the Quinjet fell to the ground. They threw punches.

Inside the Quinjet Black Widow and Hawkeye held on for their dear lives. Winter Soldier grabbed a hold of the roof as the plane grazed buildings and crashed into the street.

Then Black Widow and Hawkeye removed their headsets, opened the ramp, and Winter Soldier, Black Widow and Hawkeye left the jet.

Below Stark Tower.

"We gotta get back up there." Winter Soldier said and they ran onto the overpass, looking up at Stark Tower.

They froze as they saw a giant armored Leviathan, a warship of the Chitauri, fly through the portal with more warriors.

"Oh shit." they said while the warriors jumped onto the side of buildings and into the buildings where they shot civilians.

"Tony, are you seeing this?" Winter Soldier asked.

"Seeing. still working on believing..." Iron Man said.

Inside Iron Man's helmet.

"...Where's Banner? Has he shown up yet?" Tony asked.

"Banner?" Winter Soldier said over the radio.

"Just keep me posted."

Then Iron Man flew after the Leviathan.

"JARVIS, find me a soft spot." Iron Man said and the Leviathan tore through buildings, roaring.

At Stark Tower Landing Pad Thor held Loki down and gestured to the chaos in Manhattan below them.

"Look at this! Look around you! You think this madness will end with your rule?" Thor said.

"It's too late. It's too late to stop it." Loki said.

"No. We can, together." Thor said and Loki paused, then slipped a knife into his hand and stabbed him.

"Sentiment!"

Then Thor got back up and lifted Loki, then dropped him. Loki rolled himself off the edge of the building, only to land on one of the flying Chitauri crafts. Then he flew off with a troop of Chitauri.

Below Stark Tower Hawkeye and Black Widow were crouched behind a taxicab when Winter Soldier ran over.

"We've got civilians trapped." Hawkeye said and Loki flew over them on the flying crafts.

"Loki." Winter Soldier said.

On the streets Loki and his following troop were blowing up the streets. A Japanese family ran away as they were almost shot.

Then a flying craft flew through a Dr. Pepper truck.

Loki and the troop came to a busy street and the one where the young cop and police sergeant were at and blew up cars. The police and civilians ran for their lives.

Back to overpass.

"They're fish in a barrel down there." Winter Soldier said and Black Widow stood and fired both her guns at an incoming group of Chitauri.

"We got this. It's good. Go!" Black Widow said.

"You think you can hold them off?" M

"Winter Soldier, it would be my genuine pleasure." Hawkeye said, grabbed an arrow and shot it, hitting one alien in the head, the arrow quickly separated into more arrows, killing three Chitauri aliens.

Then Winter Soldier left the other two fighting and jumped off an overpass, rolling onto a bus and into the street.

Then Hawkeye helped people off a bus as Black Widow shot her pistols at Chitauri and ran over to her and started releasing arrows as she shot.

"Just like Budapest all over again!" Black Widow said.

"You and I remember Budapest very differently." Hawkeye said.

In Midtown Manhattan Winter Soldier ran through the street towards a group of police shooting at Chitauri. He was running and jumping off cars.

"It's gonna be an hour before they scramble the National Guard." a young cop said.

"National Guard!" the police sergeant said and they duck to avoid a Chitauri blast. "Does the army know what's happening here?"

"Do we?"

Then Winter Soldier jumped down on the car in front of them.

"You need men in these buildings. There are people inside and they can be running right into the line of fire. You take them to the basement or through the subway, you keep them off the streets. I need a perimeter as far back as 39th." Winter Soldier said gesturing.

"Winter Soldier?" the sergeant said and two Chitauri warriors attack Winter Soldier but he fought them off easily then turned back to the two men.

The two cops stood shock then the sergeant reacted and walked back to his men.

"I need men in those buildings, lead the people down and away from the streets." the sergeant said in the radio. "We gonna set up a perimeter all the way down to 39th street."

Meanwhile Iron Man fired a stream of ammunition at the Leviathan, which turned to follow him.

Inside Iron Man's helmet.

"It noticed me..." Tony said.

Back to Iron Man.

"...yay!" Iron Man said, flew off and the Leviathan followed him.

Below Stark Tower Hawkeye and Black Widow were fighting warrior up close. Hawkeye tripped one with his bow. Then he pulled an arrow and stabbed it. Black Widow was using her Widow's Bite on a warrior as she sat on his neck.

Then she picked up a Chitauri weapon and was using it to fight off the warriors. One warrior tried to slice her head off and she slid, dodging it. She jumped to her feet and hit it in the head with the sharp part of the weapon.

Hawkeye knocked over another warrior then grabbed an arrow and shot behind himself, killing another warrior. Then he marched over to another Chitauri and battled him.

Meanwhile Black Widow was taking on three warriors by herself and shot one, then spun around and stabbed one in the neck.

Hawkeye was tackled to the cement by a warrior. He groaned and stabbed one with an arrow, then threw the warrior to the ground. Out of nowhere, another Chitauri attacked him and kicked him onto the trunk of a cab. Black Widow stabbed a warrior with the Chitauri weapon. She hit the other over the head and spun to her knees, aimed in one direction, and fired. Another Chitauri charged, she spun the weapon in that direction and fired then kept firing as Hawkeye fought more aliens in the background.

Then Hawkeye's head was slammed into the roof of a car. Then he was thrown to the ground by a warrior.

Black Widow took on two more Chitauri. They backed her onto a taxicab then hit after her but she moved her head out of the way. Then she got to her feet and tried to hit them with the weapon but a warrior grabbed it and threw her feet into the air. She landed on the car and screamed in pain, breathing heavily.

Then Hawkeye shot more warriors around them, they were becoming overwhelmed but kept on. Black Widow regained her strength, ran to the aid of Hawkeye by firing at Chitauri as he slid and shot at Chitauri. They were becoming surrounded by Chitauri and Winter Soldier rejoined them hitting Chitauri out the way. Thor dropped down from the tower and killed Chitauri with a bolt of lightening.

"What's the story upstairs?" Winter Soldier asked.

"The power surrounding the cube is impenetrable." Thor said.

"Thor is right, we gotta deal with these guys." Tony said over their earpiece.

"How do we do this?" Black Widow asked.

"As a team." Winter Soldier said.

"I have unfinished business with Loki." Thor said.

"Oh yeah! Get in line." Hawkeye said readying some arrows.

"Save it. Loki's gonna keep this fight focused on us and that's what we need. Without him these things could run wild. We got Tony up top, he's gonna need us to-" Winter Soldier said but stopped, seeing Bruce arrive on a motorbike.

Then Winter Soldier and the others walked over and Bruce dismounted, surveying the damage.

"So, this all seems horrible." Bruce said.

"I've seen worse." Black Widow said.

"Sorry."

"No, we could- use a little worse."

"Tony, we got him." Winter Soldier said in the earpiece.

"Banner?" Iron Man said over Winter Soldier's earpiece.

"Just like you said."

Inside Iron Man's helmet.

"Then tell him to suit up. I'm bringing the party to you."

Then Iron Man flew around a corner and towards the group, followed closely by the Leviathan.

"I don't see how that's a party." Black Widow said stuttering.

Iron Man drew the creature low and it skimmed the road.

Then Bruce turned and started to walk away, towards the Leviathan.

"Doctor Banner, now might be a really good time for you to get angry." Winter Soldier said.

"That's my secret, Serge. I'm always angry." Bruce said, transformed into the Hulk and punched the Leviathan, smashing it into the ground.

"Hold On!" Iron Man said, blast a missile at the creature and it exploded.

Hawkeye ditched and Thor stood taking the blast. Winter Soldier shield Black Widow with his metal arm and the Chitauri cry out.

The Avengers stood in a circle, Hulk roared, Hawkeye nocked an arrow, Thor readied Mjolnir, Black Widow loaded her gun, Winter Soldier took out his own gun and stood ready and Iron Man hovered above them, landing next to the Hulk.

Loki looked down from above.

"Send the rest." he said and the Avengers looked up, watching as more Leviathans and hundreds of warriors flew through the portal.

"Guys?" Black Widow said.

"Call it, Bucky." Iron Man said.

"Alright, listen up. Until we can close that portal up there, we're gonna use containment. Hawkeye, I want you on that roof, eyes on everything. Call out patterns and strays. Tony, you got the perimeter. Anything gets more than three blocks out, you turn it back or you turn it to ash." Winter Soldier said.

"Wanna give me a lift?" Hawkeye asked Iron Man.

"Right. Better clench up, Legolas." Iron Man said, grabbed him and flew him up to the top of a building, then flew off.

"Thor! You gotta try and bottleneck that portal, slow 'em down. You got the lightning, light the bastards up." Winter Soldier said. "And please be careful Tony, Clint." he whispered while Thor swung Mjolnir, flying off. "You and me, we stay here on the ground, keep the fighting here." he said to Black Widow. "And Hulk!" he said and Hulk turned around facing him, who points at him. "Smash!" he said and Hulk grinned then leapt off, taking out dozens of warriors that were on the sides of the buildings - grabbing, smashing and throwing them.

Then he leapt across the air and slapped a flying craft out of the air.

Then Thor landed at to the top of the Chrysler building and summoned a bolt of lightning sending it shooting out towards the portal, taking out warriors and Leviathan.

On the Carrier bridge Fury was at his command center watching the news footage when Hill approached him.

"Sir. The council is on." Hill said.

Meanwhile Hawkeye was atop a building, firing relentlessly at Chitauri.

"Stark. You gotta lot of strays on your tail." he said.

In the streets of Midtown Manhattan a troop of Chitauri warriors were following Iron Man as he flew above the streets.

Inside Iron Man helmet.

"Just tryin' to keep them off the streets." Tony said.

"Well they can't bank worth a damn." Hawkeye said and shot at crafts but missed, shooting behind his back without looking but the arrow hit another craft, causing it to explode.

"I will roger that."

Then Iron Man flew by Hawkeye who fired at the crafts, blowing them up. Iron Man swerved behind two crafts and fired at them. He kept taking a series of quick turns as the Chitauri quickly dropped, crashed or followed.

Inside Iron Man's helmet.

"Oh- boy." Tony said.

Then Iron Man went flying through a tunnel and turned tightly at the end, sending the last few crafts crashing into a building.

Inside Iron Man's helmet

"Nice call. What else you got?" Tony said.

"Well, Thor's taking out a squadron down on 6th." Hawkeye said over the radio.

"And he didn't invite me!"

Elsewhere, a Leviathan approached an office building and the inhabitants looked on, scared. We hear fast & heavy footsteps.

It was Hulk charging through the building, jumping through the window and pulling the creature away.

Below Stark Tower Black Widow was going to town as she fought a warrior. Then she was thrown upon of a car. As the warrior was about to attack, she used her Widow's Bite on it, shocking him out.

Then she grabbed the Chitauri gun and shot him back. Someone landed behind her so she quickly turned and aimed but it was Winter Soldier.

She stood down and leaned against a car.

"Winter Soldier, none of this is gonna mean a damn thing if we don't close that portal." Black Widow said.

"Our biggest guns couldn't touch it." Winter Soldier said.

"Well, maybe it's not about guns."

"You wanna get up there, you're gonna need a ride."

Black Widow glanced up, seeing the Chitauri crafts fly past and made her way over to the other side of the overpass.

"I got a ride. I could use a boost though."

"You sure about this?" he asked and readied his metal arm in front of her.

"Yeah, it's gonna be fun!" she said, ran at him and he used his arm to boost her up.

Then she grabbed on to a passing Chitauri vehicle. Winter Soldier looked up as she flew off in the distance.

"Be careful Tasha." he said then looked to his right and there were more warriors coming.

Meanwhile Black Widow climbed aboard the craft, pulled a dagger and stabbed a warrior. Then she spun and kicked him off the craft making her way to the other one and used him to control the vehicle.

"Turn, turn, Ah!" she said and two crafts came up on her, firing at her but she swerved to avoid them.

The crafts were blasted away by Iron Man, firing away at a fleet behind him. Then he took a turn, coming up on the overpass, where he knocked Chitauri aliens over and landed by Winter Soldier fighting and kicking Chitauri. Winter Soldier lifted his metal am and Iron Man reflected a repulser blast off it, taking out the surrounding warriors. Then he flew up the side of a building, hitting more warriors.

"You OK?" Iron Man asked on his earpiece.

"Yeah. I'm good. I've been through worse." Winter Soldier said in his earpiece. "Be careful, OK?"

"Will do."

At the top of which Hawkeye fired into the head of a Chitauri and two blast were fired at him but he ducked and returned a shot by firing an arrow. The arrow hit the pilot of a craft which fell and got hit by a Leviathan.

On the creature was the Hulk fighting off warriors. Then Thor landed on the same creature and took on warriors with Hulk. When Hulk broke a piece of the creature's armor off, Thor used Mjolnir to summon lightning and drove the metal into its head. The creature crashed to the ground, landing in Grand Central Station and they dismount the creature and stood together, breathing heavily. Suddenly, Hulk punched Thor out of shot.

At Stark Tower rooftop Selvig, having been knocked out when Tony tried to stop the Tesseract awakens. He looked around and saw he was free from Loki's control.

At Grand Central 42ND Street Station Army Tanks, and soldiers started to arrive on scene. They shot at the Chitauri, a little amazed of what was going on.

Below Stark Tower Winter Soldier was on the ground, holding off a Chitauri's weapon. He pushed the warrior off and onto sharp debris.

"Bucky, the bank on 42nd, past Madison. They cornered a lot of civilians in there." Hawkeye said over the earpiece while Winter Soldier stood up.

"I'm on it." Winter Soldier said and walked off.

In 42nd Street Bank a crown of civilians was surrounded by three armed warriors. Winter Soldier jumped through a window and started to fight. He snapped the neck of one and threw him into the pit.

"Everyone clear out!" Winter Soldier said, grabbed by a warrior but fought and broke free.

Then a grenade-like device went off and it blast Winter Soldier out a window and onto a car. He stood silently while police lead the civilians from the building.

'I'm getting too old for this shit.' he thought.

"Director Fury. The council has made a decision..." Councilwoman said.

On the Carrier bridge Fury was talking with the World Security Council over his command center.

"I recognize the council has made a decision, but given that it's a stupid ass decision, I've elected to ignore it." Fury said angrily.

"Director, you're closer than any of our subs, you scramble that jet." Councilman said while breathing nervously, panicking, as she listened and watched.

"That is the island of Manhattan, Councilman." Fury said still angry. "Until I'm certain my team can't hold it, I will not order a nuclear strike against a civilian population."

"If we don't hold them in the air, we lose everything."

"I'd send that bird out, we already have." Fury said and hung up on them. "You'd think with Barnes back they wouldn't say anything." he muttered.

Meanwhile Black Widow was on board a Chitauri craft then shot at from behind and turned to see Loki, on another craft, following behind and she continued toward the building Hawkeye was at.

"Oh you!" she said. "Hawkeye!" she said on the radio.

On a building Hawkeye saw her coming in the distance.

"Nat, what are you doing?" he asked.

"Uh, a little help!" she said and he nocked an arrow, waiting for her and Loki to come past.

"I got it." he said. aimed and fired.

Loki caught the arrow inches from his face and looked first at it, then at Hawkeye, smirking but the arrow exploded, sending him crashing onto the platform at the top of Stark Tower.

Black Widow jumped off the craft and flipped in the air, landing on the roof. She rolled, sticking the landing and flipped her hair back.

At the Catwalk Loki looked up at her when Hulk leapt up, grabbing him and throwing him through the window of the penthouse.

He roared and moved towards Loki, who got to his feet.

"ENOUGH! You are, all of you, beneath me! I AM GOD, YOU DULL CREATURE, AND I WILL NOT BE BULLIED BY-" Loki started but Hulk grabbed him by the feet and smashed him into the floor repeatedly, then threw him aside and walked away.

"Puny God." Hulk said and Loki whimpered in pain.

Back on the rooftop Black Widow walked toward the Tesseract.

"The scepter." Selvig said and Black Widow turned and walked over to him.

"Doctor." she said and knelt.

"Loki's scepter, the energy- the Tesseract can't fight. You can't protect against yourself."

"It's not your fault. You didn't know what you were doing."

"Well, actually I think I did. I built in a safety to cut the power source."

"Loki's scepter."

"It may be able to close the portal. And I'm looking right at it." he said and looked down to the platform below, where Loki's scepter lied dropped from when Hulk took him out.

Above streets of Manhattan Thor was aboard a craft, fighting Chitauri. The craft swerved when a Leviathan crashed through a building, followed closely by Iron Man, who shooting at it with lasers.

"Sir, we will lose power before we penetrate that shell." JARVIS said and Iron Man pulled away from the Leviathan and flew fast.

Inside his helmet.

"JARVIS, you ever hear the tale of Jonah?" Tony asked.

"I wouldn't consider him a role model."

Then Iron Man's knee plate opened, pushing out blades. He was heading directly toward the creature's mouth and flew through it. Blowing up the creature's insides and out the tail end. He crashed to the ground but got to his feet, only to be shot down again by warriors.

Meanwhile Hawkeye was still on the building attacked by warriors on the rook. He reached for an arrow, but his quiver was empty. He instead used the bow to fight them off. Looking up at the sky and seeing hundreds of approaching flying crafts, he pulled a single arrow from the body of a Chitauri and changed its head with the push of a button on his bow.

The Chitauri fire and Hawkeye leapt off the building as it exploded, twisting in mid-air, then firing the arrow. Its head opened into a grappling hook which attached to the side of the building. Hawkeye swung from the wire still attached to his bow and crashed through a window into a lower floor of the building.

On a different building roof Hulk was being attacked by Chitauri warriors. He threw them off and turned his attention to the sky, where dozens of crafts were flying over him and roared. They all fired at once and he was encompassed in smoke and flame and roared.

---

On the Carrier passage to deck Fury closed the door to the deck.

"Stark, you hear me? You have a missile headed straight for the City." he said.

On a street in Midtown Iron Man was down on the ground.

"How long?" Iron Man asked.

Inside his helmet.

"Three minutes. Max. Stay load can wipe out mid-town." Fury said over the radio.

"JARVIS, put everything we got into the thrusters." Tony said. "How long?"

"I just did." JARVIS said and Iron Man blast away warriors and flew off elsewhere.

Meanwhile a fighter jet fired the nuke towards the city and turned around.

"Package is sent. Detonation in two minutes, thirty seconds. Mark." the pilot said.

On the skyline the city was chaotic and destructive.

In a street Winter Soldier and Thor caught their respective hammer and gun and fought off Chitauri warriors.

Then Winter Soldier was shot in the ribs and winced, Thor sent a car rolling towards some of them and thew Mjolnir in the other way then looked Winter Soldier.

"You ready for another bout?" Thor asked.

"What, you gettin' sleepy?" Winter Soldier asked. "I've been through worse and worked for SHIELD since it was created!"

On Stark Tower rooftop Black Widow had retrieved Loki's scepter and Selvig was setting up his equipment. He pointed to the device.

"Right at the crown!" Selvig said and Black Widow started pushing the spear through the barrier surrounding the cube.

"I can close it. Can anybody copy? I can shut the portal down!" Black Widow said in her earpiece.

Back on the street Winter Soldier heard and reacted.

"Do it!" he said.

"No, wait." Iron Man said over Winter Soldier's earpiece.

"Are you nuts?! These things are still coming!"

Inside Iron Man's helmet.

"I got a nuke coming in, it's gonna blow in less than a minute." Tony said.

On Verrazano Bridge Iron Man flew towards the missile, following closely behind it.

Inside Iron Man's helmet.

"And I know just where to put it." he said.

Then Iron Man grabbed hold of it and started redirecting it toward the city.

Back inside his helmet.

"Tony, you know that's a one-way trip." Winter Soldier said over the radio.

"I'm sorry uncle Bucky." Tony said. "Save the rest for the turn J."

"Sir, shall I try Miss Potts?" JARVIS asked.

"Might as well."

Meanwhile Stark Industries private jet was slowly flying through the sky.

Inside Pepper was watching the news with three others.

"Streets in New York City have become a battle ground. The army is here trying to contain the violence but clearly it is outmatch-" a reporter said as her phone started to vibrate but she ignored it.

On the Carrier bridge Fury and most of the other workers were watching the same report.

"...Billionaire Tony Stark's Iron Man-"

On the street below Stark Tower Iron Man was flying with the missile.

Inside Iron Man's helmet Tony was thinking hard and hold.

As he flew by, Thor and Winter Soldier looked to the sky. Iron Man redirected the missile, barely missing Stark Tower, and pushed it up towards the portal. The rest of the Avengers looked on.

"What the hell is he doing?" Winter Soldier whispered.

On the Bridge everyone on the Helicarrier cheered in excitement and Fury smiled.

In space Iron Man let the nuke go as all the lights in his suit went out.

"Sorry, Miss-" JARVIS said cutting off and Iron Man watched as the missile hit the Chitauri mother ship and it exploded.

On Earth the Chitauri warriors collapsed, and the Leviathans fell from the sky. Thor and Winter Soldier looked around as they did.

'He did it.' Winter Soldier thought and smiled a little.

Back in space Tony's eyes closed as he fell slowly toward the portal.

At Stark Tower rooftop Black Widow stood waiting.

"Come on, Stark." she said.

She and Hawkeye both knew Winter Soldier was worried and hopped Tony would live through this.

"Close it." Winter Soldier said and Black Widow plunged the scepter into the heart of the device.

Just as the portal closed, Iron Man fell through back to earth.

The Avengers looked up and saw Iron Man reappear.

"Holy shit!" Winter Soldier said while Iron Man plummeted to the ground.

"He's not slowing down." Thor said, prepared to fly Iron Man and catch him when the Hulk grabbed him out of the air, slid down the side of a building and crashed to the ground in front of them.

Hulk threw Iron Man off him and Thor and Winter Soldier ran over. Thor pulled off Iron Man's face plate and Winter Soldier listened for a heartbeat, then saw the arc reactor not glowing.

"No." Winter Soldier said quietly and slowly shaking his head.

'I'm sorry Howard, Maria.' he thought and shut his eyes fighting tears.

Suddenly the Hulk roared and beat his chest. Tony, shocked, gasped and opened his eyes, looking around.

"What the hell? What just happened? Please tell me nobody kissed me." Tony said.

"We won." Winter Soldier said.

"Alright, Hey. Alright. Good job, guys. Let's just not come in tomorrow. Let's just take a day. You ever tried shawarma? There's a shawarma joint about two blocks from here. I don't know what it is, but I wanna try it."

"We're not finished yet." Thor said.

"And then shawarma after?" Tony said and Winter Soldier chuckled.

"You're gonna give me a heart attack one of these days, you know that?" Winter Soldier said.

At the Penthouse Loki crawled over to a stair and turned to see The Avengers surrounding him. Hawkeye had an arrow aimed at his face, Black Widow was holding his scepter and Hulk growled.

"If it's all the same to you, I'll have that drink now." Loki said.

---

Later at Central Park the Avengers and Selvig all walked to the center of a footbridge. Tony was carrying a briefcase, Thor had Loki in a muzzle and handcuffs, Clint, Natasha, Bruce and Bucky walked from cars.

Selvig took a glass cylinder out of a truck. Tony opened his case, on the ground while Bruce held the Cube with some tongs and put it into the glass cylinder Selvig has.

Thor was smiling as he shook hands and said goodbye to Selvig.

Loki was bound and gagged in the muzzle, mad. As he looked upon Natasha, she whispered something into Clint and Bucky's ears that made them smile.

Then Thor held the cylinder holding the Tesseract in it and gestured it to Loki, who grabbed one end of the cylinder and Thor had the other, he nodded to the others and twisted the device, which lit up and they vanished into the sky as the group looked on.

In front of Tony's new car, Bucky and he gave each other a hug.

Natasha took a duffel bag out of the backseat of a SHIELD car and handed it to Bruce as Clint headed to the driver's seat and Bruce and Tony got into Tony's new car and drove off while Bucky was riding a motorcycle and smiled.

---

Later Pepper and Tony were at the Penthouse looking at plans for a new tower.

The huge STARK on the side of the tower had been destroyed and they saved for the letter "A".

---

At an unknown area of space The Other knelt at the feet of another alien

"The humans, they are not the cowering wretches we were promised. They stand. They are unruly and therefore cannot be ruled." The Other said and a disembodied figure in a chair stood and The Other bowed, like he was in pain. "To challenge them, is to court Death." he said and the disembodied figure turned and smiled, revealing himself to be Thanos.

The next day the Avengers were at Shawarma Joint sitting around a table, eating, stuffing their faces. They were silent, no one made a peep and the workers were cleaning up this destroyed place.

Later Bucky was in Fury's office sitting with his arms crossed.

"Am I free to retire again or do I have to stay like you said you wanted me to?" Bucky asked.

"Stay at SHIELD. The day you became the Winter Soldier again to stop Loki you joined us again and said you'd stay." Fury said and Bucky sighed but nodded.

"Hours and level?"

"Same as last time, 8-5. You're at level 10 now though." Fury said and Bucky nodded. "You can go. I'll give you the week to relax after what you all did yesterday." he said and Bucky nodded and left.

When he got out he leaned on the wall and looked at the ceiling.

"What have I gotten myself into?" he said and sighed.