I do not own Marvel, The Avengers, Legion or any of its characters. I only own my original character Arabella and anything else that seems out of place.

So here is the next installment in the Fallen Angel series. I really hope you enjoy it. I want to say thank you in advance to anyone who chooses to favorite, follow and review this story.

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

"These were in Phil Coulson's jacket. Guess he never did get you to sign them." Fury says, throwing Coulson's Captain America trading cards on the table towards Steve. Steve picks them up, stained with blood.

"We're dead in the air up here. Our communications, location of the Cube. Banner, Thor, Arabella… I got nothing for you. Lost my one good eye. Maybe I had that coming. Yes, we were going to build an arsenal with the Tesseract. I never put all my chips on that number though, because I was playing something even riskier. There was an idea, Stark knows this, called the Avengers Initiative. The idea was to bring together a group of remarkable people, see of they could become something more. See if they could work together when we needed them to, to fight the battles that we never could. Phil Coulson died still believing in that idea. In heroes."

Tony gets up and walks off, not wanting to hear it anymore.

"Well, it's an old-fashioned notion." Fury says.

Thor and Arabella walk out far into the meadow, they look down. Mjolnir lays at their feet.

Banner wakes up, in human form. He looks around and sees he is in a pile of rubble and looks up at the open ceiling he crashed in. He's completely naked. A security guard stands there, amazed.

"You fell out of the sky."

Banner comes to, "Did I hurt anybody?"

"There's nobody around here to get hurt. You did scare the hell out of some pigeons, though."

"Lucky."

"Or just good aim. You were awake when you fell."

"You saw?"

"The whole thing, right through the ceiling. Big and green and buck-ass nude. Here…"

He throws Banner a pair of big pants, Banner pulls them on.

"I didn't think those would fit you until you shrunk down to a regular-size fella."

"Thank you."

A beat goes by, "Are you an alien?"

"What?"

"From outer space, an alien?"

"No."

"Well then, son, you've got a condition."

Arabella arrives back on the Helicarrier, she hears the news about Coulson. Natasha approaches her, letting her know they have Barton. "I thought you'd want to know."

Arabella smiles, nodding she heads down to the medical room, inside Barton is strapped down. Arabella sits down, watching over him as he tries to shake off Loki's mind control.

"Clint. You're gonna be alright."

"You know that?" He chuckles. "Is that what you know?" Arabella gets up walking over to the container by the door beside Barton's head, pouring him a glass of water. "I got… I've got no window. I have to flush him out."

"You got to 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? Do 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. Natasha hit you really hard in the head."

"I gotta tell her thanks."

Arabella unfastens the restraints, Clint eyes her. "Angel… How many Agents did I…"

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

"Loki, did he get away?"

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

"I didn't need to know. I didn't ask. He's gonna make his play soon, though. Today." Clint sits up grabbing the glass of water while Arabella stands near the door.

"We gotta stop him."

"Yeah? Who's "we"?"

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

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

"Now you sound like you." Arabella sits next to her friend.

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

"He didn't, I just…" She pauses.

"Angel."

"It's a long complicated story… Maybe I'll tell you some day."

In the detention section, Tony stares at the empty cell container. He stands not saying a word. Steve walks in leaning against a rail, "Was he married?"

"No. There was a uh… Cellist, I think."

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

"He was an idiot."

"Why? For believing?"

"For taking on Loki alone."

"He was doing his job."

Tony scoffs, "He was out of his league. He should have waited. He should have…"

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

Tony walks away, "Right. I've heard that before."

"Is this the first time you lost a soldier?"

Tony turns around sharply, "WE ARE NOT SOLDIERS! 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've got to put that behind us and get this done. Now Loki needs a power source, if we can put together a list…"

Tony looks at the blood stained wall, "He made it personal."

"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 at Stuttgart."

"Yeah, that was just previews. This is… This is opening night. And Loki, he's a full-tilt diva, right? He wants flowers, he wants parades. He wants a monument built to the skies with his name plastered…." Tony pauses thinking, then, "Son-of-a-bitch!"

Selvig works around the CMS device that has already been set-up on the rooftop of Stark Tower.

Steve walks into the room in full uniform, Arabella and Natasha look up at him, surprised.

"Time to go."

"Go where?" Natasha asks.

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

Barton walks out of the bathroom, he looks at Cap, "I can."

Steve looks at the women, they nod their heads to confirm Barton's on their side.

"You got a suit?" Steve says looking to Barton.

"Yeah."

"Then suit up."

A melody of things happen next; Krakakaboom! A blinding bolt of lightning strikes down from above, colliding on Mjolnir. The explosion is massive. The Mighty Thor.

Arabella spreads her massive wings, stretching them out. She holds her hands out testing her gifts, making small balls of each element in her palms.

Captain America pulls on his helmet and shield.

Tony welds his helmet, light slips down over the eye holes.

Black Widow attaches a glove gauntlet with her rounds on her wrist. A blue light charges.

Hawkeye slips on his quiver of arrows.

Cap, Widow and Hawkeye walk towards and into the Quinjet. A young SHIELD pilot looks up and stands in their way. "You are not authorized to be here…"

Cap steps up, "Son… Just don't."

Fury looks out the window of the ship, contemplating. Agent Hill walks up to him. "Sir."

"Agent Hill."

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

"They needed the push." Fury says holding Coulson's cards.

A loud noise screeches, Fury looks out to see Iron Man and Arabella flying off, as well as the Quinjet. "They found him. Get our communications back up, whatever you have to do. I want eyes on everything."

"Yes, Sir."

Iron Man arrives at Stark Tower where Selvig, activates the CMS device holding the Tesseract.

"Sir, I've turned off the arc reactor, but the device is already self-sustaining." Jarvis tells him.

"Shut it down, Dr. Selvig."

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

"Okay."

Iron Man aims his hands towards the CMS and fires. The energy from his boosters shatters with a deafening crack. Selvig falls backwards. Down below, citizens of New York look up at Stark Tower. Iron Man stares in disbelief at the CMS… Unharmed.

"The barrier is pure energy. It's unbreachable." Jarvis tells him.

"Yeah, I got that." Tony's eyes travel down below him where Loki stands smirking. "Plan B."

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

"Then skip the spinning rims. We're on the clock."

Tony lands his suit and goes through the gauntlet and unsuits himself. Loki looks up at him, smiling as he walks inside the other door opposite Tony. They proceed to walk into the penthouse. Loki walks in, holding the scepter, while Tony casually walks down the steps, towards the bar.

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

"Uh… Actually, I'm planning to threaten you." Tony says.

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

"Yeah. It's seen a bit of mileage and you've got the uh, glow stick of destiny. Would you like a drink?"

Loki looks down at the scepter smiling, then laughs. "Stalling me won't change anything."

"No, no, no! Threatening. No drink? You sure? I'm having one."

Loki grows impatient and walks over to the window gazing up at the sky. "The Chitauri are coming. Nothing will change that. What have I to fear?"

"The Avengers." Loki looks at him, confused. "It's what we call ourselves. We're sort of like a team. "Earth's Mightiest Heroes"-type of thing."

"Yes, I've met them."

Tony smiles, "Yeah, it 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; an Angel, with an impressive set of wings and control of the four elements; a super solider, a living legend who kind of lives up to the legend. A man with breathtaking 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."

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

From underneath the bar table, Tony pulls on Colantotte bracelets, a honing device.

"I have an army."

"We have a Hulk."

"I thought the beast had wandered off."

"You're missing the point. There is 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. Because if we can't protect the Earth, you can be damned well sure we'll avenge it."

Loki slowly walks up to him, raising the scepter, "How will your friends have time for me, when they're so busy fighting you?" Loki taps Tony on the chest with his scepter. PING! Nothing. Confused, Loki tries again. PING! Nothing.

"This usually works."

"Well, performance issues, it's not uncommon." Tony smirks. "One out of five…"

In anger, Loki grabs Tony by the throat and flings him across the room.

"Jarvis, anytime now."

Loki grabs Tony by the throat again.

"You will all fall before me."

"Deploy!" Tony says before Loki throws him out of the window, Tony freefalls down the tower. From behind Loki, an elevator opens and a red pod shoots out knocking Loki over. The pod laser signals the Colantotte bracelets on Tony. The pod begins to transform into the Mark VII suit. It latches onto Tony transforming him into Iron Man, he gains control and flies up just before he hits a crowd of gazing people. He flies back up to the penthouse, Loki looks up, angry.

"And there's one other person you pissed off! His name was Phil."

Loki raises the scepter, Tony fires at Loki, sending him on his ass.

Selvig looks up at the sky, the Tesseract's energy beams into the sky. The beam then forms a vortex, which then opens up another portal.

A hole in space rips open, and from it, the Chitauri army spills out in flying chariots, carrying energy rifles with a bayonet on the end.

"Tony!" Arabella hollers gaining his attention, his eyes follow her arm up to where she points at the sky.

Inside the suit Tony looks up, "Right. Army."

Iron Man flies up towards the portal. From his shoulders, a miniature multiple rocket launcher pops out and fires. Like the Jericho missile, several targets are taken down at once. Arabella flies up next to him hitting every Chitauri she can see with balls of elements. It's useless. Thousands of Chitauri fly out, as Iron Man and Arabella fly towards the city.

The Chitauri unleash, New Yorkers fill the streets, staring at the fire fight in the distance. BOOM! The Chitauri unleashes blasts as it goes, blowing up cars, setting storefronts aflame. An explosion rips out the windows of the top corner of buildings. Flame and stone rain down. A domino-effect of explosions rippling across the bridge.

Loki walks onto the balcony, his armor materializing as the sounds of the Chitauri rings out. He admires his soon to be kingdom. Thor lands on the tower, Loki turns to his enemy.

"Loki! Turn off the Tesseract, or I'll destroy it!"

"You can't. There is no stopping it. There is only the war!"

"So be it."

Loki and Thor rush at each other, they and their weapons collide. The two battle—Loki unleashing a lifetime worth of pent-up rage and jealousy, Thor having no choice but to defend himself.

Soldiers and cops have taken positions covering the streets, they see from the sky, Iron Man leading a trail of Chitauri towards his tower.

The Quinjet booms into the city, Natasha on the radio. "Stark, we're on your three, headed northeast."

"What? Did you stop for drive-thru? Swing up park. Angel and I'll lay 'em out for you."

Iron Man banks around his tower, he sees Thor and Loki still going at it. Iron Man swoops down the street, causing a Chitauri to crash. Flying up, Iron Man puts the following Chitauri in view of the Quinjet. Black Widow takes out a machine gun and fires at the Chitauri.

"Sir, we have more incoming." Jarvis radios.

"Fine. Let's keep them occupied." Iron Man heads back to the portal.

On the tower Thor and Loki battle savagely as Arabella flies over the roof of Stark Tower, the Quinjet behind her. Inside the jet, Hawkeye is following her, he looks out of his left window, finding a target. "Nat?"

"I see him." Widow says.

Hawkeye banks the jet towards Stark Tower, and aims the mini-gun at Loki. Loki aims the scepter at the Quinjet and fires a blast of energy. Thor gets to his feet, tackling Loki down hard.

The Quinjet is soon caught completely on fire. Hawkeye maneuvers one wing of the jet. They spin and slow, dropping out of the air as it passes over skyscrapers. Then… Their rapid descent is slowed, Hawk looks out his window to see Arabella next to them. Hawk can feel the air beneath them slowing them, as they hit the street all they receive is a small jolt.

With everyone okay, Hawk and Widow unfasten their seat belts and open the ramp. Cap runs down, followed by the two assassins, each of them with their respected weapons in hand.

"Thanks for the lift, Angel."

"Anytime Hawk."

"We got to get back up there," Cap says leading them down the street.

The quartet arrives in the middle of a four-way street. Suddenly, the city lurches to a stop. A deep, primal rage bellows out. With that roar, a shadow comes over them. From the portal, a Chitauri Leviathan flies out, carrying hundreds of soldiers, and passes right over them.

They look up, out of their element. From both sides, Chitauri soldiers cling off and attach themselves to the sides of buildings, sliding down. Some crash into these buildings and begin firing from their energy rifles at innocent people.

"Stark, are you seeing this?" Cap asks.

"I'm seeing. Still working on believing. Where's Banner? Has he shown up yet?"

"Banner?" Cap says.

"Just keep me posted. Jarvis, find me a soft spot." Tony says as he flies behind and parallel with the Chitauri Leviathan.

Back on the tower, Thor holds down Loki's face straight ahead, forcing him to watch the city falling to ash. "Look at this! Look around you! You think this madness will end with your rule?"

Loki tries to look away, "It's too late. It's too late to stop it."

"No. We can, together."

Loki looks up at his brother, showing a sign of hope. Then—Loki stabs Thor with a small knife. Thor keels over.

"Sentiment."

Thor gets up, kicks Loki and lifts him into the air. Thor then slams him down, hard. Loki, bleeding, rolls over the edge. Thor looks down. Loki lands on a Chitauri chariot, dozens of Chitauri follow his lead.

Arabella takes to the sky again as the trio below her run behind a taxi, taking cover.

"We've got civilians trapped up there." Hawk indicates up on a nearby building.

They look up and see Loki taking his band down the street, firing at the street in a chain of explosions. Smashing cars and hurling people as it goes. It culminates in one final conflagration. Terrified people run from Loki, looking over their shoulders, coming straight for the trio.

"Loki." Cap looks down from the bridge, "They're fish in a barrel down there."

Chitauri soldiers have landed near them and begin firing, Black Widow pulls out both pistols firing back, she turns to Cap. "We got this. It's good. Go!"

Cap turns to Hawk, "You think you can hold them off?"

Hawk smiles, "Captain." He turns a dial on his bow, an arrow is mechanically chosen. "It would be my genuine pleasure." He turns shooting an arrow into a creature's head, gaining a few seconds for Cap as he jumps down from the bridge followed by an explosion. Cap races over to the plaza, jumping over dozens of exploding cars.

Hawk runs over to a bus filled with people. From the windows, small children are held by their parents for Hawk to pull them out to safety. He runs over to the jammed door and jerkily opens it. People begin to run out as he makes his way back over by Natasha. She empties out her clips as Hawk fires arrows into the ranks of the Chitauri, hitting his mark each time he shoots.

"Just like Budapest all over again!"

Hawk raises an eyebrow at the assassin, "You and I remember Budapest very differently."

The cops continuously fire at the flying chariots, it's pretty pointless. A young cop runs over to his Sergeant. "It's going to be an hour before they can scramble the National Guard."

"National Guard? Does the Army know what's happening here?"

"Do we?"

Cap jumps down in front of them, they look up at this ridiculous looking man.

"You need men in these buildings. There are people inside and they're going to be running right into the line of fire. You take them to the basements or through the subway. You keep them off the streets. I need a perimeter as far back as 39th."

The Sergeant eyes the man, "Why the hell should I take orders from you?"

Suddenly, an explosion comes up from behind Cap, he blocks an energy blast with his shield. Two Chitauri soldiers attack and the cops watch in shock as Captain America fights them off with ease.

The Sergeant turns to his officer, "I need men in those buildings. Lead the people down and away from the streets. We're gonna set up a perimeter all the down to 39th street."

Iron man swerves around a building and faces the Chitauri Leviathan. He pulls out his miniature multiple rocket launcher and fires causing the Leviathan to roar in annoyance and turn following him. Tony yells at Jarvis as he flies away, "Well, we got its attention. What the hell was step 2?!"

"Step 2 was get the hell out of there before it swallows you!"

Tony looks up as Arabella soars over his head then banks back coming to fly at his side. "I knew you liked me."

Arabella can hear the smirk in Tony's voice, even visualize it on his face underneath the helmet. "Watch it Tony, don't make me tell Pepper about you flirting with me."

"I have done no such thing."

The two of them share a smile as they bank back and forth around buildings, the Leviathan closing on them from behind.

Hawk trips a soldier and rams an arrow down its throat. Black Widow gets her hands on an energy rifle and proceeds to fight the soldiers. Cap joins back in and using his shield, swaps and whacks oncoming soldiers. It's all too much on them, until…

Suddenly, the soldiers are frozen in their places by a wave of ice. Lightening strikes down from the sky, channeling the blast, firing the electricity out at the soldiers around them. They're blasted back by a massive shockwave. The soldiers convulse then drop dead to the ground. Thor and Arabella touch down in front of the group.

Cap steps up to them, "What's the story upstairs?"

"The power surrounding the Cube is impenetrable." Thor admits.

Tony's voice breaks through their ear pieces, "Thor's right. We got to deal with these guys."

Natasha eyes them, "How do we do this?"

"As a team." Cap tells them.

"I have unfinished business with Loki."

Arabella steps up next to Thor, "As do I."

"Yeah. Well, get in line." Barton tells the God and Angel.

Cap steps up, "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 Stark up top. He's gonna need us to…"

Just then, Banner arrives on a small motorbike, he gets off, looking around at the city. "So, this all seems horrible."

"I've seen worse." Natasha admits.

"Sorry." Banner says feeling bad about what happened on the Helicarrier.

"No. We could use a little worse."

"Stark, we got him." Cap says into his earpiece.

"Banner?"

"Just like you said."

"Then tell him to suit up. I'm bringing the party to you." Tony flies out from behind a building, the Leviathan following, impatiently.

The rest of the Avengers look up, getting ready and standing still. Natasha and Arabella share a glance before the assassin speaks. "I… I don't see how that's a party…"

Iron Man swoops down the street, the Leviathan follows, barreling down the street like a freight train that keeps building and building its intensity. Banner looks behind at the others then begins to head towards the monster.

"Dr. Banner. Now might be a really good time for you to get angry."

"That's my secret, Captain. I'm always angry." Banner's body starts to swell and stretch and harden. Green shoots through his body as the Hulk emerges and smashes the Leviathan in the nose causing it to do a 180. Iron Man, in mid-flight, extends his arm out with a rocket ready to shoot. He fires— the rocket hits a soft spot, large pieces of the Leviathan are blown completely away. Real pain is heard from the creature as other pieces of meat catch fire and withdraw…. Sizzling as they hit the pavement. Cap raises his shield to block Natasha.

From above and on the buildings, the Chitauri Army watches in horror as a group of Earth's Mightiest Heroes find themselves united against a common threat. To fight the foes no single Super Hero could withstand. The Avengers assemble!