Steve and Tony are sitting at a large table.

'He's gonna be so mad about his cards.' Tony thought.

Fury says tosses bloody cards on the table and says that they were in Coulson's jacket.

Coulson's eyes widened. His cards! "Those were in my locker." Coulson said.

"They needed the push." Fury said.

"Was me dying not enough?" He asked.

Fury says that he guesses Coulson never got Steve to sign them.

"I'm sorry I never did." Steve said.

Fury says that they're dead in the air and they lost communications, the location of the tesseract and Thor and Bruce. He says that he has nothing for them and that he lost his one good eye and maybe he had it coming.

Everyone frowned. knowing that he meant Coulson.

Fury confirms that they were going to build an arsenal with the tesseract.

"He finally admits it." Scott said.

Fury says that he never put all of his chips on that number because he was playing something riskier.

'The avengers.' Everyone but Steve, Maria, Coulson, Tony and Fury thought.

Fury says that there was an idea that Tony knows about called the Avengers Initiate. He says that the idea was to bring together a remarkable group of people to see if they could become more and work together and fight the battles that they never could. He tells them that Coulson died believing in that idea, he died believing in heroes. Tony stands up and leaves.

"Why did you walk out?" Pepper asked. Tony shook his head, not wanting to answer.

Fury says that its an old fashioned notion.

Thor is waking in a meadow. He comes across Mjolnir. He tries to call it to his fist but doesn't.

"Doubting your worth again?" Loki questioned.

Bruce is naked, lying on a pile of concrete. An old man tells him that he fell out of the sky.

Bruce asks if he hurt anybody.

The man says that there wasn't anyone around to get hurt. He says that Bruce did scare the hell out of some pigeons.

"Everyone knows pigeons aren't birds anymore, they're government spies." Ned said.

"The birds work for the bourgeoisie." Peter said.

'What is up with these kids?' Steve thought.

Bruce says he got lucky.

The old man says that Bruce has good aim. He tells Bruce he was awake when he fell.

Bruce asks if he saw.

The old man says he saw the whole thing.

"And he's still there?" Clint asked, quietly.

The old man says he fell through the ceiling and that he was big, green and buckass nude.

A few people, against their better judgement, laughed.

He tosses Bruce some clothes and says that didn't think they'd fit him until he shrunk down to a regular sized fella.

Bruce puts the pants on and thanks him.

The old man asks if he's an alien from outer space.

Bruce says he isn't.

The old man says that he has a condition.

"Understatement of the year award goes to random old guy." Shuri said, dramatically.

Clint wakes up, the room is glowing. Natasha tells him that he's going to be alright.

Clint asks if she knows that. He says that he has no window and he needs to flush him out.

Natasha tells him that he needs to level out and it'll take time.

Clint tells her that she doesn't understand. He asks if she knows what it's like to have someone play with her brain to pull stuff out and put other stuff in.

"Yes." Bucky, Natasha and Loki.

Clint asks if she knows what it's like to be unmade.

"Yes." Bucky, Nebula, Loki, Gamora, Natasha.

Natasha says that she does.

Clint asks how she got Loki out.

Natasha says that she hit him really hard on his head.

"Remember that for future reference." Tony said.

Clint tries to ask how many agents he hurt or killed.

Natasha tells him not to do that to himself. She says that they're dealing with monster and magic and everything that they weren't trained for.

Loki felt the correction on the tip of his tongue but didn't say anything.

Clint asks if Loki got away.

Natasha says he did and says she doesn't suppose Clint knows where he is.

Clint says he didn't need to know so he didn't ask. He says that he's going to make his play soon.

Natasha says that they have to stop him.

Clint asks who 'they' are.

Natasha says whoever's left.

Clint says that he'll sleep better if he puts an arrow in Loki's eye socket.

Despite now knowing the full story of what happened in New York, Clint still wanted to put an arrow in his eye socket.

"Clint I know what you're thinking and I get it, believe me I do, but that won't fix anything what happened is in the past and nothing will change that. I would think that you understand that."

Clint understood it just fine, but understanding and liking are two different things.

Natasha makes a comment about Clint sounding like himself again.

Clint notices that Natasha doesn't sound like herself. He asks her why she wants to wade into war and asks what Loki did to her.

Natasha says he didn't do anything.

Clint presses her.

Natasha says that she's been compromised.

The avengers looked confused, they thought she was fine, she wasn't touched by the scepter. Could it have been the conversation with Loki?

Natasha says that she's got red in her ledger and she'd like to wipe it out.

Now they were decidedly less confused.

Tony is staring at the spot the cell used to be. Steve walks in and asks Tony is Coulson was married.

Tony says that there wasn't but there was a cellist.

"I knew you cared." Coulson joked.

Steve says that Coulson seemed like a good man.

Tony says that Coulson was an idiot.

Coulson looked at Tony, slightly offended.

Steve asks if it was because he believed.

Tony says its because he took on Loki alone.

Steve says that he was doing his job.

They start walking toward each other. Tony says that Coulson was out of his league and he should have waited.

Steve tells Tony that there sometimes isn't a way out.

Tony says that he's heard that one before and he goes to leave.

"Now is not the time to be bitter, you can wait for that." Pepper said.

Steve asks if this is the first time Tony's lost a soldier.

Tony bristled.

Tony says that they're not soldiers and he isn't marching to Fury's fife.

Steve says he isn't either because he has the same blood on his hands that Loki does but they need to put that behind them. Tony looks at the bloodstain on the wall. Steve says that Loki needs a power source and they should put a list together.

Tony realizes that Loki made it personal.

"That much was obvious." Rocket said.

Steve says that that isn't the point.

Tony says that it is Loki's point. He asks why Loki hit all of them right where they live.

Steve says it was to tear them apart.

Tony says that divide in conquer is great but Loki knows he needs to take them out to win and that he wants to beat them and he wants to be seen doing it. He walks back up the steps.

"Where are you going with this Tony?" Happy asked.

Steve says that he caught his act in Stuttgart.

Tony says that that was the previews but this opening night and Loki's a full tilt diva.

Loki was unsure whether to be offended or not.

Tony says that Loki wants flowers, parades and a monument built to the skies with his name plastered- He cuts himself off.

Loki was suddenly reminded of the statue on Asgard, how did Stark manage to figure him out so quickly.

"-son of a bitch." He says and walks away.

'The Tower' everyone else realized. Namely the people who aren't from Earth.

A door slides open. Steve says that it's time to go.

Natasha asks where.

Steve says he'll tell her on the way and asks if she can fly one of the jets.

Clint walks out of the bathroom and says that he can. Steve looks at Clint, then back at Natasha who nods.

Steve asks if he has a suit. Clint nods. Steve tells him to suit up.

"Okay. This is much better energy." Shuri said.

Thor picks up Mjolnir. Steve grabs his shield, Clint takes his quiver, Natasha powers on her widow bites. Tony is repairing his armor. Thor raises Mjolnir, summoning lightening. Tony is now in the suit as it powers up.

Steve, Natasha and Clint walk toward one of the jets. An agent tells them that they aren't authorized to be in there.

Steve calls him son and says 'just don't.'

Everyone laughed.

Maria walks up to Fury, who has Coulson's cards in his hands. Maria says that the cards were in Coulson's locker not his jacket.

Fury says that they needed the push.

"Again, was death not enough?" Coulson asked.

He watches as Tony flies past the window. An agent says that they have an unauthorized departure. They watch as a jet flies past the window.

Fury realizes that they found Loki and tells them to get their communications up and that he wants eyes on everything.

"I am very comfortable with the energy we've created in the studio today." Shuri said.

Tony flies to the tower. The machine is powering up. JARVIS says that he's turned the arc reactor off but the device is already self sustaining.

Tony hovers above the roof and tells Selvig to shut it down.

Selvig tells him that its too late and says that the tesseract wants to show them a new universe.

"Where half the people go missing because of my father." Nebula said angrily.

"Tony shoots the machine with his repulsors. A field around it deflects the pulse. Tony gets knocked back. JARVIS says that the barrier is unbreachable because its pure energy.

"He has a knack for stating the obvious doesn't he?" Shuri asked.

"It's one of his things, like c3po." Tony said.

Tony says that he noticed. He notices Loki on the balcony and tells JARVIS to go to plan B.

JARVIS says that the mark 7 isn't ready for deployment.

Tony tells him to skip the spinning rims because they're on the clock. He drops down and robots start removing pieces of the suit. He glances at Loki who is about to walk up the stairs to get into the room.

Loki asks him if he's going to appeal to his humanity.

"I thought it was this Thanos guy's humanity." Fury said.

"It is." Gamora, Nebula and Loki said.

Tony tells him he was planning to threaten him.

Loki tells him that he should have left the armor on.

Tony says that its seen a bit of mileage and that Loki has the glow stick of destiny.

"Graduated to nicknaming objects I see." Rhodey said.

Tony asks if Loki would like a drink.

"Really, Tony?" Natasha asked.

"I would actually." Loki said. A glass of some Asgardian alcohol appeared on the arm of his seat.

Loki passes the scepter to his other hand and tells him that stalling won't change anything.

Tony says he's threatening and asks if Loki's sure he doesn't want a drink because he's having one.

"Can you forget about the drink." Clint asked.

Loki stares out the window and says that the Chitauri are coming and nothing can change that and asks Tony what he has to fear.

'The green one.' Loki thought to himself.

Tony says he should fear the Avengers, he says it's what they call themselves as a team and says that they're 'Earth's Mightiest Heroes.'

Loki says he's met them. Tony fake laughs.

"That was the fakest laugh I have ever heard." Shuri said.

Tony says that it takes them a while to get any traction. He lists off the avengers saying that there's a demigod, and a super soldier who's a living legend. He takes two metal bracelets and puts them on.

"I'm surprised I got that past you." Tony said.

"You didn't, I just didn't care." Loki said.

Steve was just shocked Tony called him a 'living legend'.

Tony says that there's a couple of master assassins and a man with breathtaking anger management issues. He tells Loki that he's managed to piss all of them off.

Loki says that that's what his plan was.

"Terrible plan." Valkyrie said.

"I knew that." Loki said.

Tony says that its not a great plan because when they come they'll come for him.

Loki says that he has an army.

"Not technically your army, as you've said a few times." Scott said.

Tony says that they have a Hulk.

"You had a lot of faith in me." Bruce noticed.

Loki says that he thought Hulk had wandered off.

Tony tells him that he's missing the point. He says that there is no version of the fight where Loki comes out on top. He says that maybe his army comes and maybe it'll be too much for them but its all on Loki.

"I suppose that's what I get for being a pawn. Also being a scapegoat." Loki mused.

"Because if we can't protect the Earth you can be damn well sure we'll avenge it." He takes a sip of his drink.

"Nice speech." Clint said.

Loki asks how his friends will have time for him if they're so busy fighting Tony. Loki touches the scepter to his chest but nothing happens, he tries again and says that it usually works.

"Juts curious, why didn't it work?" Clint asked.

"I guess the arc reactor is good for more than just keeping shards of metal out of my heart." Tony said.

Tony tells him that performance issues aren't uncommon.

"Tony why did you have to piss him off." Rhodey asked.

Loki grabs him by the neck and throws him to the floor. Tony calls for JARVIS.

He stands up, Loki grabs him by the neck again and says that they'll all fall before him.

"I don't think so reindeer games." Tony said.

Loki throws him out the window. The suit flies out after him and catches him before he lands. Tony flies back up to the balcony and says that there;s another person Loki pissed off and that his name was phil.

"You finally use my first name and I'm not around to hear it." Coulson said.

Loki goes to shoot him with the scepter, Tony beats him to the punch and shoots him with a repulsor. knocking him over. The machine powers up and a portal to space opens. The Chitauri pass through it. Tony flies up and starts blasting them. He fires small missiles at them.

"The Chitauri are the worst army in the galaxy." Rocket says. "Just blow up the mother-ship and they're all down in seconds."

"Wish we knew that last week, thanks, Ratchet." Tony said.

"Its Rocket."

Chitauri start blowing up cars in the street. Civilians run for their lives.

"I guess this is what the Mayans meant when they said the world was supposed to end in 2012." Peter said. "Guess they didn't think anyone would be there to stop it."

A group of people eating outside rush back into the restaurant. Loki steps out of the building, uses magic to change into his armor and watches the chaos.

Thor drops down on the balcony below him and tells him to turn the tesseract off or he'll destroy it.

"It can't be destroyed. It's an infinity stone, but you didn't know that." Strange said.

Loki says that there is no stopping it there is only the war.

"You're so dramatic." Valkyrie said. "I'm glad I never met you two when you were this old."

Loki jumps down on him. They start fighting. Loki shoots him with the scepter. The scepter and the hammer collide, knocking the 'K' off of the tower. 3 police cars drive into the city.

The jet finally arrives. Natasha says that they on his 3 and they're headed northwest.

Tony asks if they stopped for drive through.

"Yeah because you can totally get drive through in planes." Ned said.

Tony tells them to swing up Park and he'll lay them out for them. Tony flies past the jet a hoard of Chitauri following him. Natasha shoots them.

JARVIS says that there's more incoming.

Tony says to keep them occupied.

Loki and Thor are still fighting. The jet flies up to the tower. Clint looks out the window. Natasha starts firing at Loki. Loki knocks Thor to the ground and shoots at the jet. The jet starts to fall. Thor tackles Loki. They continue their fight. Clint tries his best to land the jet away from the people.

"At least you didn't crash it." Tony said.

The three of them exit the jet. Steve says that they need to get up there. They stop and stare at the portal.

"Now is not the time to be distracted." Hope said.

A leviathan comes through the portal.

"And now there's that thing." Scott said.

"There was a few of those things." Tony said.

The leviathan flies past Natasha, Steve and Clint. Chitauri jump off of it and land on the sides of buildings. Steve asks Tony if he's seeing it.

Tony says he hees it but he's still working on believing it.

"Well you should probably get to that then." Strange said.

Tony asks if Bruce has got there yet.

Steve questions him. Tony tells Steve to keep him posted.

Tony looks at the leviathan and asks JARVIS to find a soft spot and then shoots it.

Thor has Loki pinned now and tells him to look around. Loki does and for a moment there is regret in his eyes. Thor asks if he thinks that the madness will end with his rule.

Loki says that its too late to stop it.

Thor says that they can stop it together.

"You really like stabbing him don't you?" Valkyrie asked.

"Just curious... how are you not affected by anything going on here?" Hope asked.

"I'm from the future." Valkyrie answered as if that answered Hope's question, which it did but she didn't know that yet.

Thor falls to his knees. Loki hisses out the word 'Sentiment.'

"Don't like when people try to care either?" Natasha asked

"Easier when they don't" Loki responded.

Thor kicks Loki through the glass, picks him up, then throws him back down. Loki rolls off the roof and onto a Chitauri ship. Thor pulls the blade out of his side. Natasha a Clint are ducked behind a taxi, Steve runs over to them.

Clint says that there are civilians trapped.

Steve looks up and sees Loki on one of the ships, firing at random objects. He says that the civilians are fish in a barrel.

"What does that even mean?" Peter asked.

"They're an easy target." Steve responded.

A group of Chitauri lands around them. Natasha says that she and Clint have this and tells Steve to go.

Steve asks if they can hold them off.

Clint says that it would be his genuine pleasure then he shoots one. Natasha joins him. Steve leaves, Chitauri firing at him. Clint helps people to safety.

Natasha makes a comment about this being just like Budapest.

Clint tells her that they remember Budapest very differently.

"What happened in Budapest?" Steve asked.

"Nothing." Clint and Natasha said simultaneously.

Steve runs through the street, dodging blasts. Cops are shooting at the Chitauri. An officer says that it'll be an hour until they can scramble the national guard.

Another officer asks if they army knows what's happening.

"I feel like the whole world would have known by this point." Peter said.

An officer asks if they themselves know whats happening.

"Alien invasion, we knew it would happen at some point, just thought we had more time." MJ said.

Steve lands on one of the cop cars and tells him that they need men in the buildings and that there are people inside who're gonna be running into the line of fire. He tells them to take the people to the basements it the subway. He tells them to set up a perimeter to 39th street.

The officer asks why he should take orders from Steve.

"Because its obvious that you have no idea what you're doing and you just admitted to not knowing what's going on." Strange said.

Chitauri land next to Steve and he kills them both and takes one of their guns.

"That's a good answer too." Quill said.

The officer walks away and repeats everything Steve told him to do into his radio.

"There we go." Howard said.

Tony flies up to a leviathan and fires a hoard of bullets at it, it crashes into a building and chunks of the building fall into the street. Tony says that they got the leviathan's attention and asks what step 2 is.

"Maybe you should have thought that one through." Rhodey said.

Clint stabs a Chitauri with an arrow. Natasha is sitting on ones shoulders. One tackles Clint. Natasha is fighting two of them with spear. Another group drops down. Clint starts shooting at them. Steve joins and hits three with his shield. Thor joins striking three with lightening.

Steve asks about what's going on upstairs.

Thor tells him that the power surrounding the tesseract is impenetrable.

"But we knew that." Peter said.

Tony says that Thor is right and they have to deal with the Chitauri.

"You should have called me in, Nick." Carol said.

"I thought you would be busy, with a different threat, one more worth you time as you would put it." Fury said.

"I think this counts as a threat worth my time." Carol said.

Natasha asks how they should do this.

Steve says they'll do it as a team.

"I like the enthusiasm but that didn't answer the question." Shuri said.

Thor says that he has unfinished business with Loki.

Clint tells him to get in line.

"Oh come on Clint, let his brother have at him first." Tony joked.

Loki thought back to what he said to Volstagg, when they were going to fight the dark elves. 'Evidently there will be a line'.

Steve tells them to save their bickering.

"Your like a dad trying to get his kids to stop fighting." Scott said.

He says that Loki is going to keep the fight focused on them and that they need him to. He says that things would run wild without him.

A motorcycle approaches. Steve turns around to see Bruce.

"About time you got there." Valkyrie said.

Bruce says that this seems horrible.

"You think!?"

Natasha says that she's seen worse.

Bruce apologizes.

Natasha says that it's fine and they could use worse.

"You could." Gamora said.

Steve tells Tony that Bruce arrived.

Tony tells him to tell Bruce to suit up because he's bringing the party to them.

"We should work on your definition of the word party." Natasha said.

Tony flies in, a leviathan follows. Natasha says that she doesn't see how that's a party.

"Because its- its not a party." Peter said.

Bruce takes a few steps toward it. Steve tells him that now might be a good time to get angry.

Bruce says that his secret is that he's always angry.

"Badass." Scott said.

Hulk punches the leviathan, its tail flips up, Tony shoots it, cutting the leviathan in half. Chitauri start roaring. The avengers are standing in a circle. Hulk roars. Natasha re-loads her gun.

"Bunch of morons, standing in a circle." Rocket says. The avengers looked offended.