I could hardly contain my excitement as I wrote this chapter! The last one made it so hard to stop writing even for a moment. I'll bet most of you are on the edge of your seats, so, without further ado, here it is! Just so you know, I'll update faster if I get a ton of reviews. I usually wait to see if anyone else wants to review, but if I get a whole lot, I update sooner. FYI.

JapanRules555: I know the series is called "The Clone Wars" but at the end of Episode II, Yoda said "Begun, the Clone War has." Also, the whole thing is referenced as a war, not multiple wars. So I think that viewers consider it the "Clone Wars" while the characters view it as one big war. Haha, sorry for rambling. I'm a debater, so I present my arguments very thoroughly. And thanks for the suggestion about flashbacks/visions. Also, I generally try to do 5-7 pages of a word document as a chapter. I've learned that long chapters drive people away. My approach is shorter chapters and frequent updates.

AaylaKit: Ew, I know what you mean. Have you seen how many freaking FrostIrons there are? I hate the constant Loki/Tony pairings. As far as the battle goes, you'll have to see. I have a big plan in store for the story, so all I can say is keep reading and you'll soon see my vision. I think I might make Padmé come in at some point near the end.

demonic hellfire: Yeah, I see where you're coming from. The Avengers I'm doing is the movie, though. Fanfiction is specific where I could do the comics or the movie. I chose the movie because I don't know enough about the comics. I love your idea and I'm sorry for not using it. Let it be known that I do consider everyone's ideas very carefully.

Tiger of the Storm: Trust me. No one will expect the outcome of the battle. Let's just say that the fic doesn't end with the battle. Not revealing anything else. ;) Glad you liked the Mace and Fury meeting. I try. *bows*

Irish-Brigid: Yeah…Poor Loki. It's all part of the plan. More or less. Oh gawd I just quoted that silly little kid show.

Ptroxsora: You shall wait no longer! I hope the battle is everything you hoped for and more.

Pergjithshme: Actually, the Other is smarter than he may seem. Read this chapter and you'll see what I mean. Look for the part where Loki speculates what the Chitauri are planning. It is actually Dooku that is the foolish one here. Things aren't always what they seem in this story.

Raychaell Dionzeros: Thanks for reviewing! I was waiting for one more review before posting my next chapter, so your review pretty much moved me to update. Thanks!


Stark Tower was completely silent. Stark and Banner had fallen asleep in the lab, where they had been researching the diagrams of the droids that the Jedi had provided them. R2-D2 was powered down beside them. Steve had his head on the desk in his room. There were strategic drawings and notes littered all over the table, the floor, and even the trash can. He, like Stark and Banner, had not meant to fall asleep, but sheer exhaustion had taken over. Natasha and Barton were in another room, taking turns staying awake in case Loki tried something. At this point in time, it was Barton's turn to take the silent vigil while Natasha slept. They were suspicious that the god of mischief would cause…well…mischief. So they stayed alert and listened for anything out of the ordinary, though they did not actually leave the room. Thor was still asleep on the couch and Fury was coming and going frequently so that he could check on his S.H.I.E.L.D agents back at the headquarters. The Jedi were doing something similar to the agents in the sense that they were taking turns staying awake to make sure everything felt okay in the Force.

While all of this went on, Loki still stood by the window. He couldn't get over that awful feeling that the battle was coming very soon. Get some sleep, a small voice in the back of his head whispered. He knew that he didn't look threatening where he stood, but he certainly seemed suspicious. Standing by a window was very Loki-like, though everyone else might take his lack of sleep as a reflection of a deeper motive.

Sighing, Loki turned away from the window and started to make his way toward the couch where Thor was passed out. As he did, something compelled him to turn around one more time. Though he knew that he would see nothing there, he figured it wouldn't hurt to check. This time when he turned, however, he saw something that made his throat close up. There were starships in the air. Gigantic starships. There were also things coming out of the starships. Things that didn't look friendly.

Without another thought, Loki rushed to the couch. "Thor! Thor, get up!" Thor opened his electric blue eyes and gazed uncomprehendingly into Loki's intense green ones. "Thor, they're here," he whispered, trying to keep fear from creeping into his voice.

Thor sprang to his feet. "Help me alert the others!"

Without waiting for a further word from Thor, Loki took off toward the lab, figuring the god of thunder would handle the agents. Being the tactful person that he was, Loki was very careful not to burst in for fear of startling Banner and potentially awakening the other guy. Once he got to the lab, he stopped, took a breath, and stepped in. "Stark," he said urgently, shaking the sleeping form.

"Wha—?" Tony opened bleary eyes and stared at Loki. "Where'd you come from?" When he saw the alarm in the god's eyes, he cursed under his breath. "Hey, big guy! Banner, wake up!"

"Hmm? What time is it?" Banner asked wearily.

"Time to suit up," Tony said seriously.

This got Banner's attention. The doctor immediately activated the computers and pulled up some schematics. "We need to get a visual on the outside," he said quickly. "Check that—I need to get a visual on the outside. Get in the suit, Tony. I'll join you guys outside later."

Tony and Loki ran out of the room side-by-side. When they reached the main area where the meeting with the Council was held, there was already a group waiting. Thor held Mjolnir, Hawkeye had his bow at the ready, the Black Widow had a hand on the gun in her belt, Captain America was fully dressed, shield and all, and the three Jedi were side-by-side in the garbs they use for combat. Even the droid seemed ready to go. The only person that was not present was Fury.

"How can this happen?" the Black Widow asked. "Our army hasn't arrived yet."

"If there's one thing we've been taught, Agent Romanoff, it's that we must always be prepared for the worst," Hawkeye said grimly. "If we have to stall the enemy until the clones arrive, we'll do so."

"I'll fight to the death if I have to," Thor said, flipping the hammer in his hand.

"Hopefully, that won't be an option for any of us," Captain America said quickly. "Stark—get in the suit. We've got to start a plan of attack."

"How many times do I have to tell you? My plan is always the same: attack," Stark said, turning to leave the room. "Don't be afraid to start without me. I'll be right there."

"I don't care what he says," Captain America said as Stark left. "We need a plan."

"It had better be fast, considering the enemy is already storming the city," Loki pointed out.

"Right. Iron Man will take the skies, while you two"—he pointed to the assassins—"need to attack as many soldiers on the ground as you can. I'll be there with you. Thor, see if you can get to a high building and use your hammer to your advantage. Anakin, Obi-Wan, and Ahsoka need to fight as they deem necessary, considering they've dealt with these guys before. Any ideas?" he asked the Jedi.

"I gave Stark and Banner some information on the enemy," Anakin said. "As long as we stay in contact, Obi-Wan, Banner, Stark, Ahsoka and I will keep you informed on the best strategies."

"Good. Let's go, team," Captain America said.

They rushed out of the building and were immediately faced with an army of battle droids and super battle droids. There were also massive tanks and ships flying in all directions. People were hysterically trying to get out of the street as buildings and bystanders were blasted mercilessly. This shouldn't be a problem, Loki thought. The battle droids didn't look too threatening. Sure, they had guns. But they looked so vulnerable and flimsy that Thor could take out the entire battalion without much trouble.

"Spread out!" Captain America ordered. "We've got to keep them within this area if at all possible. I think the goal right now is to wipe us out, so stay alert and stay alive! Go!"

Thus, the battle began. Iron Man flew from the top of Stark Tower, blasting ships and dodging lasers. He had never imagined that he'd be doing this again. The ships were very different than the ones that the Chitauri had used, but still prone to blowing up. He found himself somewhat enjoying it as he soared around the city, shooting at droids and ships and tanks. Watching the battle droids explode was very satisfying to him. The suit of armor always served him well.

Captain America remained on the ground, surprising everyone with the strength and durability of his shield. It could withstand anything. Even Mjolnir could not penetrate it. He was pleased to see lasers bounce off of it and hit those that made attempts at his life. He felt the urge to be daring, so he leapt onto a tank and took out the droid navigating it. He then went inside and took care of the rest before controlling it himself. He had fun driving it around, blasting everything dangerous in its path, until he had to leap out seconds before another tank exploded it.

The Black Widow was a silent ninja. She rolled around to dodge lasers and retaliated with blasts of her own. The only problem was that the droids did not seem to respond too much to the bullets. She mostly had to take them out by hand, which was dangerous yet thrilling at the same time.

Hawkeye had her back the whole time, blasting exploding arrows into tanks and supers. He was already prepared, knowing that regular arrows would not penetrate the droids' protective coverings.

Thor, of course, had everything handled just fine. He knocked out droids as he had knocked out Jotuns. Once he had cleared out a significant chunk of the army, he flew into the sky and landed on a building, summoning lightning to do his bidding. A lot of the ships were taken down by it.

"Thanks, big guy," Iron Man said to Thor. "These guys were getting a little tricky."

"No problem, Man of Iron," Thor answered, smiling.

"How's everybody holding up?" Anakin asked. He was leaping through the air, slicing and dicing droid after droid. "Everyone okay?"

"I sense no casualties on our side," Obi-Wan responded, stabbing his lightsaber through a particularly feisty Super. He used the Force to lift several into the air, then smashed them to bits on the ground. "We're holding our own. The Avengers are doing better than I expected."

"We're not exactly new to this rodeo," Iron Man pointed out.

"I think we might stand a chance without the clones," Ahsoka said.

"Don't jinx it, Snips," Anakin said.

"Hey Banner, hurry and suit up already!" Iron Man called. "You're missing the fun!"

"I'll be there in a minute. I can't stay in contact with any of you, obviously, but you can't miss me. I'll be the big green monster with anger management issues." With that, Banner left the lab, leapt out the window, and felt his clothes rip as he transformed into the Hulk. He immediately got himself busy picking up tanks and smashing them together.

"And the Hulk has landed!" Iron Man announced, tackling a ship from behind. "Nervous, Loki?"

Loki, who was attacking the droids in the same manner he had fought the Frost Giants, shuddered. "I'm fine," he said stiffly. "Just keep him away from me, will you?"

"Will do, brother," Thor said, chuckling. "You're on our side now. He won't hurt you."

"Somehow I doubt that," Loki muttered.

"I hate to interrupt," Captain America interjected, "but what are those?" He was standing in the middle of the road, face-to-face with twenty droidekas. "They don't look too friendly."

Anakin joined him. "Destroyers! Master, they've brought in the droidekas." He turned to Captain America. "There's no easy way to deal with these guys. Leave them to me." He used the Force to send some of them flying. "You go that way. I'll take these out. Ahsoka, cover me!"

The Togruta apprentice joined him moments later and they fought the droids together.

Nearby, Hawkeye was faced with a new challenge. A gigantic thing that couldn't even be classified as a droid towered over him. It had four arms, each holding a lightsaber, and a sinister figure. "You will die," it said in a creepy voice. "You will all die!"

"Um, guys? We could use a little help here," the Black Widow said nervously.

"Grievous is here? Kriff," Anakin growled. "Who else is here, anyway? Dooku himself?"

"I'm sure he is," Obi-Wan said. "He's probably just out of range, watching this whole thing for himself."

"I'll handle the monster," Anakin said. "Obi-Wan and Ahsoka, help me out."

The three Jedi rushed over to where Hawkeye and the Black Widow were standing side-by-side, staring fearlessly up at the unfamiliar droid leader. He was toying with them and did not expect to see the Jedi. "So, it's the infamous trio," he snarled. "This planet is unable to defend itself without the help of you sniveling Jedi?"

"This ends now," Obi-Wan shouted. "Call off the attack, or die."

"I choose option three." He pulled out a comlink. "We are ready for you."

"We will join you shortly," a sinister voice said through the comlink.

"Wait—who's we?" Anakin demanded. "Don't tell me you brought more? How paranoid are you, anyway?" he jeered, trying to hide his anxiety.

"Count Dooku has made a deal that will turn this battle around," Grievous said, ignoring Anakin's taunt. "Perhaps you will be lucky enough to die quickly. I know that our captives will not have that luxury." Laughing, he sprang into the air and climbed up a building, heading straight for the Hulk. As soon as he saw the giant green creature, he abruptly changed direction. The Hulk pursued him all the way to the top of the building, where Grievous caught a ride from a new enemy that rode upon an airbike.

The Jedi and agents stood where they were, staring up at Grievous's new ride. "What's that thing on the airbike?" Anakin asked.

The Black Widow very slowly lifted her arm, where the means of communication was, and said, "Um, guys? We've got company."

"What is it?" Captain America asked.

"You look like you just saw a ghost!" Anakin said, shaking Hawkeye. "What's gotten into you? Who is that? What's going on?"

"A ghost would be better," the Black Widow responded stiffly. "The Chitauri are here."


Loki felt something drop in his stomach. He froze where he was and swayed ever so slightly. The Black Widow's words echoed in his mind, over and over. The Chitauri are here. The Chitauri are here. The Chitauri are here…

"Loki?" He could vaguely hear Thor's voice from the communicator. "Brother, are you all right? Speak!"

Loki could not speak. If you fail, if the Tesseract is kept from us, there will be no realm, no barren moon, no crevice where he can't find you. You think you know pain? He will make you long for something as sweet as pain. As these words played in his mind, Loki forgot momentarily that he was in the middle of a battle. He stood on a sidewalk, face-to-face with three battle droids, and he didn't realize it. He didn't even feel the pain when a droid blasted him in the leg. Only when his legs gave out underneath him did he remember where he was.

"Loki, you have to get out of here," Thor said.

"What's going on?" Anakin's voice demanded. "What is everyone's problem?"

"We should have warned you about them before," the Black Widow said apologetically. "We never would have thought that they would come here again…" There was a pause. "The Chitauri were Loki's army. They tried to take over the Earth." As quickly as possible, she explained what had happened in that very city not too long ago.

"So what's Loki's deal?" Anakin asked.

"The Chitauri threatened that they would do terrible things if he failed to bring him the Tesseract," Thor explained. "My brother will not disclose to me what those threats were, but he has warned me that they pose a very great threat. He told me that he is putting us all in danger by remaining here. I did not take him seriously."

"Well, you should have," Hawkeye said angrily. "We might all die just because they want revenge on Loki!"

"Let them take me, then," Loki said suddenly. "If they agree to call off the attack if I go with them, then you can all fight off the remains of the droid army."

"Loki, no!" Thor shouted.

"Don't do it," Obi-Wan said. "Before you do anything rash, consider that they probably made a deal with Dooku. They'll want—"

"The Tesseract!" Loki realized aloud. "Thor, we used it to transport here! They're probably after it. That has to be why they allied with Dooku. They'll capture us, seize the Tesseract, then use its power to turn on him."

"Are you sure?" Obi-Wan asked.

"Yes. I know the Chitauri well. They will double-cross Dooku, I'm sure of it. There is no way they will give him anything in return for his services. He is but a pawn to them, as I was."

"What do you propose we do, then?" Iron Man asked. "Ask them nicely to leave us alone? Tell Dooku that his alliance is a fake? That won't go over well."

"We've got to buy time until our army arrives," Anakin said determinedly. "Don't give me that look, Obi-Wan. I know you want to negotiate, but we're passed words. Nothing we say will change anything."

"I don't know how much longer we can hold them," Captain America said, his voice strained. "We'll all be dead if no one comes to our aid soon."

"Like I said; I'll fight to the death if I have to," Thor said. He sounded weary as well, though. The fire was beginning to fade from his voice. "We cannot let the enemy take Midgard, the Tesseract, or even Loki."

Loki knew that it was hard for the Avengers to fight tooth and nail for him. They would, however, fight for the freedom of Midgard and the universe. If the Chitauri took the Tesseract, then no one would be safe. While he feared for his life, he feared even more for those that would be affected by the power of the Chitauri if they were successful.

"We must keep fighting," Loki said determinedly. His injured leg forgotten, he launched back into battle.

The battle continued. Thor plowed through droids and Chitauri warriors with Mjolnir. Iron Man blasted soldier after soldier. Captain America and the Black Widow engaged the enemy in hand-to-hand combat. Hawkeye used his arrows and the Hulk smashed things. Obi-Wan and Ahsoka fought on the ground while Anakin jumped into his ship and commenced aerial attacks. Loki used every ounce of magic he could muster to take down as many as possible. His energy was running low, but he still had a few tricks up his sleeve.

Hours passed. There were no casualties on the Avengers' side, but there were many injuries. The Black Widow had the most damage, considering she didn't have much in the way of attack or defense mechanisms. Iron Man had taken many blows to the suit and its energy levels were decreasing. Hawkeye, Captain America, and Loki were battered and tired. The only two Avengers that were still going strong were Thor and the Hulk. There was fear that the Hulk would transform soon, though. He obviously couldn't stay that way forever and it was a surprise that he hadn't turned back into his human form already. Thor, of course, was made for battles like this. The energy of Mjolnir flowed through his veins, helping him take down warriors and droids alike.

"They're still coming," the Black Widow announced, her voice filled with agony.

"Natasha, you've got to get somewhere safe," Hawkeye said urgently. "You're going to die if you strain yourself any more than you already have."

"I can't stop fighting, Clint," she whispered.

"Status report?" Captain America queried.

"Everyone's exhausted and the enemies haven't stopped flowing in," Anakin reported. "I'm seeing tons more on the way. Every time we take a bunch out, more take their place. I think this might be a fight to the death, as Thor said, unless Master Windu arrives now."

Loki opened his mouth to say something, anything, but was suddenly yanked backward by the arms. He turned his head, wide green eyes taking in a Chitauri soldier that had pinned his arms behind his back. "Th—" he began, trying to get the god of thunder's name out. He found that he could not speak. He swallowed, took a deep breath, and screamed, "Brother! Help me!"

Thor, who was at the foot of a nearby building, whipped around, shocked at hearing those words come out of Loki's mouth. He scanned the general area where the sound had come from, but he could see nothing through the mass of soldiers blocking his path. He launched himself into the air, using Mjolnir to lift him up so that he could get a better view. As Thor did this, though, the warrior pulled Loki into an alley, out of sight.

"Brother, where are you?" Thor asked, sounding puzzled.

Loki opened his mouth to reply, but before he could, the soldier landed a blow on his head, knocking him out cold. The battle continued, but not for long.


Disclaimer: I own nothing.

AN: Well? What did you think of the battle? I'm sure a lot of you are throwing your computers against the wall right about now. I sincerely apologize for the cliffhanger. XD Here, have a virtual cookie. *gives cookie* Anyway, don't think for one second that this is the end. There is much more to come, I promise. Just keep reading and keep badgering me about updating. I'll do so once I have enough feedback and once this chapter settles in for a bit.