BOOM! A bomb sent by Agent Barton exploded on the Helicarrier. Black and white smoke poured out of the detonation site whilst fire exploded in a raging ball of destruction. Little bits of the metal rocketed off into the unknown, trailing clouds of flames and steam. Dust and debris immediately started to fall from their original locations. A rush of heat rippled out from the failing engine as the aircraft started to veer off course.

Inside the lab, a tongue of fire licked its way into the workroom. Entering through a vent, it startled every one of its occupancy. Lucy, who was standing between Steve and Director Fury, dove toward the scepter saving it from being blown out the shattered window. Steve and Tony were blasted back toward one of the doorways whilst Fury and Thor were thrown in the opposite direction. Natasha and Bruce were shot down through one of the glass windows, onto a lower level, each one hitting the ground hard trying to shield their faces. Hitting her forehead on the corner of a counter Lucy groaned. Disoriented, she rolled over, trying to establish her surroundings as the world began to tip dangerously.

"Lucy!" Steve yelled through the smoke, failing to see her behind the fallen equipment. He stood up from his position beside a fallen Tony, rushing to see if she was okay.

With a little help from Steve, Lucy sat up still holding the magical staff, "I'm fine." She waved him off, blinking to steady her vision. Her ears were still ringing from the fall.

"Agent Zero." Fury called over the din, righting himself as well. "Keep an eye on that scepter." He nodded toward the glowing wand in Lucy's hand. "I have a feeling someone's going to come for it. And keep the program locked on the Tesseract, we can't lose it again."

"Roger that." She affirmed standing up. Looking to Steve who was still concernedly checking her out, she commanded with a weak smile, "Go. I'll be fine. I'm just staying here in the lab."

With a last look, Steve left her. Going over to Tony he helped the other man up, "Put on the suit!" he repeated urgently, this time in all seriousness.

"Yep!" Tony agreed trying to find his balance again. Both of them turned to rush out the door followed shortly by the Director and Thor.

Lucy used the nearest table to steady herself as she moved to the computer in the corner of the room. Flipping it open from it's collapsed state she checked the abandoned equipment. Smoke wafted through out the room as loud bangs were heard from another part of the ship. Now the only person left in the damaged workshop, she set about doing her assigned task. Seeing that the algorithm was still working correctly she looked back toward the glowing scepter she had placed on the dusty counter top.

A throbbing headache was taking root in the back of her skull, distracting her from all other forms of stimulation. The blue energy seemed to call to her, beckoning her to come closer, it was the only thing she could see. It's seductive glint caused her hand to slowly reach for the handle. A faint whispering in her ears encouraged her actions. She wanted to hold the magical weapon nothing else mattered. As her fingers wrapped their way around Loki's scepter, the pounding in her brain started to dull. Lucy caressed the cool metal admiring the enchanting azure luminosity at the top. A gentle nudge inside her mind caused her eyes to flicker toward the doorway that led toward a certain Asgardian.

-sublimation-

Alarms blared through out the Helicarrier as agents ran toward their emergency positions. Some were reading streams of updates from their computers, others were rushing to grab their weapons, readying for a hostile boarding. But uniformly, everyone found himself or herself in a state of extreme panic.

"Hill?!" Director Fury demanded to his second as he made his way toward the bridge.

"Turn up that engine!" Agent Maria Hill ordered, trying to salvage the situation, "Number 3 engine is down. Can we get a run in? Talk to me."

"We've been hit!" Various other agents were adding to her statement. "We've got a fire engine 3."

A male agent looked up as Hill approached, "Turbine looks mostly intact." He notified her as she read over his shoulder, "But it's impossible to get out there to make repairs when we're in the air."

"If we lose one one of the engines we won't be." Maria added, considering the less than pleasing report, "Somebody has got to get outside and patch that engine."

Fury replied, "Stark, did you copy that?"

"I'm on it." Tony affirmed.

"Coulson!" Fury ordered, checking in with his top agents, "Initiate official lockdown in the detention section then get to the armory! Romanoff!"

A level below the lab, Natasha was pinned to the ground. A metal beam had fallen on her leg, holding her under its inescapable weight. Wincing her tried to pry her foot free to no avail. Looking over to Bruce she assured the Director, "We're ok." Noticing the spasming coming from the previously still Doctor she panted, still winded from the fall, "We're ok, right?" she questioned, suddenly unsure of her statement.

-sublimation-

From the deck of the Helicarrier, Clint and his agents, now dressed in SHIELD clothing, made their way into the ship. Knocking down a vent they entered the area near the inactive propeller.

"Keep that engine down." Clint ordered to a group of his men, Detention!" he set a few more to free Loki, "Wait for the cameras to go dark." To the remaining few he nodded, "Stay close."

-sublimation-

Tony and Steve had made their way to one of the storage bays, "Engine three." Tony said to Steve, "I'll meet you there." Steve nodded running toward the designated area as Tony moved deeper into the bay. Clicking a glass handheld device he opened the container that held his suit. The doors slid open revealing the Iron Man armor powering up for its next use.

"Bruce, you've got to fight it." Natasha tried to calm the heavily breathing Doctor. "This is just what Loki wants. We're going to be okay. Listen to me." looking up she noticed a few concerned agents. Furiously waving her arm she dismissed them from the scene. "We're going to be okay. All right?" she tried again, "I swear on my life I will get you out of this. You will walk away and never…"

"Your life!" Bruce shouted, losing control over his emotions. His skin was rippling across his growing muscles. The seams of his dress shirt stretched and popped, the fabric splitting over his form. His skin turned from a slight tan to a grey green, his expression turning ghastly as he stumbled away.

Pushing again, Natasha tried to escape the metal trapping her foot. Looking up she watched as the last inkling of cogitation left his eyes, "Bruce." She pleaded in a final attempt to bring him back to the realm of humanity.

In a blink Bruce Banner had disappeared. In his place was the raging form of the Hulk. He stumbled around the lower deck, crowded by pipes and other mechanisms that kept the ship in the air. In his anger, an arm was punched through a tall metal cylinder. Steam poured out of the mangled metal as Natasha yanked her foot from the fallen beams. Hearing the clatter the Hulk turned around, his gaze catching on her fleeing form. With a howl he gave chase, ripping apart electrical wiring and pulling down whole sets of stairs. He blew threw vents and pipes as the Black Widow nimbly and hurriedly ran for her life.

From his glass cage, Loki smiled his keen ears picking up the clamor echoing from the lower decks. The Hulk had been unleashed. A blue shadow crossed his eyes as another person entered his isolated perimeter. He looked up to see a slight form. "So," his grin widening to stretch over his entire face, "you came."

Making it to the bustling command center Fury commanded, "Bring the carrier inwards and head south. Takes us to the water."

"We're flying blind." One of the helmsman technicians notified him, "Navigation is recalibrating after the engine failure."

Fury questioned exasperatedly, "Is the sun coming up?"

"Yes sir." The man looked toward the window nervously.

"Then put it on the left." Fury continued logically, "Get us over water. One more turbine goes down and we drop."

Steve hefted open a door leading to the bombed engine, "Stark!" he communicated to his radio, "Stark! I'm here!"

"Good." Tony flew in, "Let's see what we got." He hovered over the still smoking metal, "I've got to get this super conducting cooling system back online before I can access the rotors and work on dislodging the debris. I need you to get to that engine control panel and tell me which relays are in overload position." He informed the Captain.

Steve looked around for the panel Tony had mentioned. Spotting the machine a level up he backed away before leaping and swinging his way to the regulators. Opening a small door he pulled out a sliding board criss crossed wires, chips, and lights.

"What's it look like in there?" Tony questioned as he dove deeper into the engine.

Steve shook his head, completely out of his depth, "It seems to run on some form of electricity." He waved his hand uselessly.

Tony sighed before he offered, "Well, you're not wrong."

Deep inside the hull of the ship, an enraged monster was still chasing Natasha. Coming to a more convoluted section of the floor she paused, waiting to see if she had lost Banner, hidden beneath closely packed machines. Shadows came and went as she tried to steady her harsh breathing listening to every whisper in the air. Taking her gun from its holster she moved from her hideaway. Then from behind her the Hulk appeared. Taking aim she fired round after round but only managed to nick a pipe, which released steam into his face, furthering his wrath. Taking advantage of his distraction, Natasha once again turned to flee in any direction away from him. His speed outmatched hers even though he had to clear his own path through the human sized doorways. Finally catching up to the Black Widow he smacked her aside causing her body to fly into stack of crates. Bouncing off the wall Natasha fell onto the hard ground, every part of her body ached as she tried to life her head. The Hulk approached one more time to give her another blow when suddenly he was sent flying through a wall. Finding himself in an airplane hanger the Hulk looked up to find Thor standing before him.

"We're not your enemies, Banner." The Asgardian tried to communicate to the former Doctor as they traded kicks and punches. "Try to think!"

From inside the inert engine, Tony had just blasted his way through the wreckage. "Ok. The relays are intact." Steve notified him. "What's our next move?"

"Even if I clear the rotors, this thing won't reengage without a jump." Tony studied the twisted metal through the helpful aid of his viewfinder, "I'm going to have to get in there and push." He concluded.

Steve worried, "Well if that thing gets up to speed, you'll get shredded."

"That standard control unit and reverse polarity long enough to disengage mag…" Tony rattled off before he was interrupted.

"Speak English." Steve enunciated slowly.

"I should've brought Arie." Tony mumbled to himself, "See that red lever?" He explained, "It'll slow the rotors down long enough for me to get out." Steve jumped back to the other side of the engine, "Stand by it, wait for my word."

Still inside the hanger, Thor had just been backhanded through a few large electrical mechanisms, landing on his face. Rolling into a crouch he raised an arm calling forth Mjolnir. With a practiced swipe he gave the Hulk a swift undercut, launching him into an expensive fighter jet. Standing he recovered, ripped off the wing of the destroyed plane and threw it at Thor. Missing, the metal shaved off the top half of an all terrain jeep. Thor ducked under the projectile, and hefting his hammer at the Hulk. Banner avoided Mjolnir but tried to catch it causing him to fly back several yards. Landing with a thud he tried to lift the insolent hammer. The cement under his feet cracked and crumbled as the hammer stayed put. Thor jumped over the Hulk, grabbing g Mjolnir and putting him in a chokehold.

"We need full evac on lower hanger bay." Fury ordered to Hill as he monitored the scuffle between Thor and the Hulk.

Maria nodded in affirmation as she made to leave the bridge calling a few agents to follow her. Midway through her exit a rolling object caught her attention. Eyes widening she warned, "Grenade!" but she was ready too close. Her body was sent flying through the air, over a rail and onto a lower level of the deck, landing with a huff.

Fury moved quickly. Hiding behind the doorway he ambushed a few of the entering hostiles. Taking down three agents he was too slow to get the last one. But all was well as Agent Hill fired the last shot.

"We've got a perimeter breach." A voice radioed to all other agents, "Hostiles are in SHIELD gear. Hold on to every junction."

Coulson nodded to himself as he approached a door. Entering a code he supplied his fingerprint and eye to the reading of a scanner.

With a roar, the Hulk and Thor had moved from the hanger bay and somehow made it up a level.

Back on the bridge, agents were hiding under their desks or firing at the constant stream of hostiles trying to entre the command center.

"We have Hulk and Thor are in the research level 4. Levels 2 and 3, are done!" a voice notified Fury and Hill.

"Sir, the Hulk will tear this place apart!" Maria warned as she fired again and again at the incoming agents.

Fury affirmed, "Get his attention."

Hill radioed to the jet pilot, "Escorts 606, proceed to research level and engage hostile. Don't get too close." She added as an after thought.

"Copy." Flying around the distressed Helicarrier the jet veered into place, "Target acquired. Target engaged." And he fired at the incredible Hulk. "Target angry! Target angry!" he yelled trying to retreat as the Hulk bore down on the hovering jet. With a leap from the main aircraft the Hulk attached himself to the tiny plane. Sliding around on the slick aerodynamic surface he ripped apart the engine. The pilot ejected himself, his parachute opening successfully as he floated away to safety. The Hulk on the other hand continued to fall with the damaged jet until it exploded launching him far away to an unknown location.

Back on engine 3, Tony was dislodging pieces of metal stuck in between the rotors. A red laser shot out of his forearm cutting through the large scraps before he jumped onto it, watching the pieces fall back down to earth. But back on Steve's side, the group Clint had sent to keep the engine down had just arrived. One of the masked men pulled the pin out of a grenade throwing it into the disabled rotor but was thwarted as Steve leapt to it, knocking it away from its destination. Swinging down to their level, he knocked out two of the men. Disarming one and throwing the other off the ship he turned around when a third man appeared. A stream of bullets followed his trajectory as he twisted back up to a fallen gun. Backing away he returned the shots.

On the bridge Fury and his agents continued to fire at the incoming agents.

"They are not getting through here." Fury muttered to himself.

From a little window above the command center, Clint released multiple arrows. A few distraction explosions flowed by a specialized device that inserted itself into SHIELD's database. The Director turned to fire at the agent but the damage had already been done.

An automatic voice notified the crew as the Helicarrier started to become even more unbalanced, "Engine one is now in shut down. We are now in an uncontrolled descent." Equipment slipped and slid all over the ship. On to deck, multiple aircrafts and land vehicles came loose from their bindings and plummeted to the earth.

"Sir we've lost all power to engine one." An agent called out.

Fury sighed and radioed to his agents hoping for an answer, "It's Barton. He took out our system. He's headed for the detention lab. Does anybody copy?"

Still sitting quietly after her horrific run in with the Hulk Natasha said into her earpiece, "This is Agent Romanoff. I copy." Before running to intercept her friend.

Arriving at the glass cage, Lucy watched as a few unknown men opened the locks housing Loki. The entrance slid open with a hiss allowing the freed Asgardian to walk out. He strolled over to her with a grin. "Thank you." He held his hand out for the scepter she still gripped in her shaking fists.

Outside Tony started to push on the propellers.

"Stark, we're losing altitude." Fury reminded the Iron Man.

"Yeah." He grunted powering up the suit, "I've noticed."

Nearby Steve was preoccupied dodging bullets and trying to return fire at a man hiding behind a corner. As the ship started to tilt, his feet slipped on the sliding metal floors, launching him out the open side. With a grunt he managed to just barely grab onto a dangling wire, halting his fall but still flying dangerously out the side of the ship.

After his fight with the Hulk, Thor had also heeded Fury's warning about the detention center and was making his way toward the glass cage. Just as he whipped around the corner he saw Loki calmly waiting as the entrance to his enclosure was opened. Instinctively Thor ran forward trying to stop his escape, "No!" he yelled leaping to tackle Loki. Instead his body flew through an illusion of his brother, handing face first on the hard floor.

Looking up he noticed the real Loki standing by the control panel. "Are you ever not going to fall for that?" the god of mischief snickered.

A few corridors away from the brother's face off, Clint was making his way through the distressed Helicarrier. Feeling someone he behind him he pulled out his bow, notched an arrow, and fired. Natasha knocked away the shot, dodging his strikes she kicked him in the chest then snaked her way under the metal floor. Clint looked over the side trying to track her movements as she quietly hopped back up behind him. He notched another arrow but it missed as she swung around a metal beam. Now back on the same level they engaged in hand-to-hand combat. He pinned her against the handrail but she escaped with his bow. From a back sheath he pulled out a pocketknife, armed and ready to engage her once more.

Thor was currently slamming his hammer against the walls of the confine. To his dismay the only thing that happened besides a small crack in the glass, was the loosening of the metal arms holding the prison in place.

Loki moved his hand over the console nonchalantly, "The humans think us immortal." He mused to his irritated brother, "Should we test that?"

Suddenly, one of Loki's guards went down. Behind the fallen man, Agent Phil Coulson was revealed, "Move away please." He pointed a large and powerful weapon at Loki who backed a step away from the control panel, "Do you like this?" he smiled lifting the gun, "We started working on the prototype after you sent the Destroyer." He grinned dryly remembering the debacle that was New Mexico, "Even I don't know what it does. Do you want to find out?" he finished, bravely threatening the Asgardian as the firearm powered up.

Then Coulson's breath caught in his throat. Looking down he spotted the tip of Loki's scepter poking out of his abdomen. But Loki was still standing in front of him, grinning a maniacal smile. Then the weapon was gone, a cold feeling replacing its former position. His lifeblood spilled out of him in rivulets, soaking into his ruffled suit. Standing above the agent was Lucy. Coulson choked out his disbelief as he stared into her face, her eyes had transformed from their familiar warm sheen to cold electric cobalt.

"No!" Thor protested, slamming his fists against the glass as he helplessly witnessed the disturbing scene. Lady Zero was usually so gentle and agreeable; furthermore he knew she and Agent Coulson had a close kinship.

Lucy docilely walked to stand at attention behind Loki and passing him the scepter; her new master smiled triumphantly. The others looked on, their hearts shattering as they beheld Loki's subjugation over one so pure. Loki shrugged before looking turning his attention to the panel beside him. Flipping a switch he opened the door below the glass cage. A great gust of wind blew inside the carrier as his hand hovered over the release button. With one last look at look at his brother, Thor was released into the sky.

On a narrow walkway, Clint and Natasha were still delivering strikes, blocks, and counters to one another. She grabbed his hand, straightening it so he couldn't bend his arm. With a quick flick he transferred his knife to his other hand taking a swipe at her head. She ducked and they found themselves in a strength lock, knife pointing toward one agent's throat before it switched to the other's. As a last resort Natasha bit Clint's arm causing him to drop the blade. With a flip of her legs she had his arm pinned with his body hunched over as she rammed him into a metal pole. With a resounding bang his skull made contact with the bars. His body falling down hard as his arms flailed trying to steady himself. Groaning he blinked, moving his to a crouch. Looking up at her his eyes cleared back to their regular hue of a light brown.

"Natasha?" He questioned, disoriented squinting to make out her form. With a huff she delivered one last punch to his face, knocking him onto his back as she breathed hard, tired from their scuffle.

In his glass cage, Thor continued to tumble around like a powerless leaf inside a tornado. Finally catching Mjolnir, he steadied himself on one side of the enclosure before rocketing himself through the other side and out into the air, just before the crashing cylinder reached the ground in an explosion of dirt and water.

"You're going to lose." Coulson whispered to Loki as the massive drop door closed back up.

Loki approached the dying agent, "Am I?" he queried.

Coulson panted, "It's in your nature."

"Your heroes are scattered, your floating fortress falls from the sky." Loki listed off events of his doing, "Where is my disadvantage?" he remarked self confidently.

"You lack of conviction." Coulson informed the naïve Asgardian. For one so powerful he had much to be desired in wisdom.

Loki's eyes flashed as he bit out, "I don't think I…"

But a colossal fire blast from Coulson's new firearm knocked him off his feet and through the next wall. He smirked still slumped against the wall, "So that's what it does."

"All hands to crash stations immediately." An announcer was informing the entire Helicarrier crew.

Tony was using every ounce of power his suit had to try and stabilize the ship's failing flight. Spinning and pushing the rotors he spun in countless circles over and over, each time increasing in speed. "Cap, hit the lever." He grunted out, trying not to be sick. A lesser man would have already been sick from the centrifugal motion.

"I need a minute here!" Steve yelled over the wind as he pulled his body up from hanging out of the hole in the aircraft.

"Lever! Now!" Tony commanded growing more panicked with every rotation. After a time there came a point where the propellers began to move on their own. His eyes widened as his palms left the metal his back hitting the front of the blade behind him. "Uh oh." He whispered to himself as his body was thrown around among the fixed engine.

Back on the other side of the engine, Steve had managed to haul himself back onto the deck. Whilst avoiding the steam of bullets aimed at his form, he lifted an arm to yank the lever to a new position.

With a shout, Tony was freed from the spinning blades of death, his suit a little worse for wear. As soon as he stabilized himself he rocketed back up to the Helicarrier and launched his body at the agent firing at Steve, knocking the man out. Both Steve and Tony sighed as they completed their task; established the relative safety of themselves and the ship.

On the deck of the Helicarrier, Lucy commandeered a quinjet. The small plane took off quietly, leaving behind the smoking remains of its larger mother vessel, flying away with a pleased Loki riding in the back.

Tiredly Tony and Steve made their way back to the bridge to wait upon the others.

Fury on the other hand had left the bridge, running to check on the dire state of one of his best agents.

"I'm sorry, boss." Coulson called out spotting the Director, "They got rabbited."

"Just stay awake." Fury ordered the agent as he scrutinized his wounds, "Eyes on me." he righted Coulson's lolling head.

Coulson smiled grimly, "They got Marie." He urgently notified Fury about the fate of their mutual friend.

The Director grit his teeth, "We can deal with that later. Stay awake."

"It's okay boss." Coulson breathed out, "This was never going to work if they didn't have something to…"

At that moment the medical team interrupted them.

"Lay him down!"

"Get pressure on that wound!" the medics rushed to save his life.

-sublimation-

"Agent Coulson had been hospitalized." Fury radioed to the others, "Major stab wound to the abdomen." he sighed making his way back to the command center, "But we've got another problem. Agent Zero has been taken."