Now in the Detention, Loki turns to leave but he hears a weak voice, "You're gonna lose."

He turns to see that it was Coulson, who was sitting against the wall, dying.

"Am I?" asks Loki.

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

"Your heroes are scattered; your floating fortress falls from the sky...where is my disadvantage?" quizzes Loki.

"You lack conviction," answers Coulson, weakly.

Loki says, "I don't think I-" but he gets interrupted as Coulson fires the Phase 2 weapon at him and the god gets blown through the wall behind him.

Phil weakly commented, "So that's what it does."

Outside the Helicarrier, Tony is still in the rotor. Continuously spinning it as it keeps going faster and faster. Now that it has gone back to its usual speed the carrier levels itself and Tony calls for Steve, "Cap, I need the lever!"

"I need a minute here!" answered Steve as he was fighting off the men that came to keep the engine down.

"Lever. Now!" called Tony again. But now that the rotor is going faster than him, he can't keep up with it, "Uh oh," and his back hits the blade behind him.

Steve up the loose cable and reaches for the railing. One of the attackers opens fire once more. Just as Steve pulls himself up and finally pulls the lever and Tony manages to get out, but the suit is heavily damaged as the thrusters on his soles are not staying up. Tony flies to Steve and just as the last attacker turns his aim, Tony tackles him into the wall and rolls over, exhausted and Steve lets out a sigh of relief.

Meanwhile, Loki boards the quinjet the was used in the attack and he escapes with his scepter in his hands.

Back in the Detention, Spiderwoman stirs, then as her vision clears, she sees Coulson sitting against the wall, bleeding out.

She gasps and she quickly gets up and rushes to him.

"Oh, I-I'm sorry, Agent Coulson," she said as she tries to find a way to save him, behind the mask she was tearing up, thinking that it was her fault that he was dying.

"It's not your fault... These things happen," said Coulson as he doesn't want the teenager to feel guilty.

"I was right there, I should have been faster," as there were tears now and he could tell.

Then she hears footsteps running in, she turns to see that it was Fury. He sees the scene and kneels down to Coulson, while Spiderwoman steps away.

Coulson apologizes, "Sorry, boss. The God rabbeted,"

Fury tells him, "Just stay awake. Eyes on me."

However, he denies that order, "No. I'm clocked out here."

"Not an option," Fury tries to tell him.

Phil tells him, "It's okay, boss. This was never going to work... if they didn't have something... to..."

Agent Coulson looks away. Sighs his last breath. Nick Fury looks on grimly at Coulson. The medical team arrives. While Spiderwoman could only look away, tears were going down her hidden face.

"It's alright little Spider... He'll be in a better place," said Neith as she tries to console the teen, but she also knows that this will hit her really hard.

"Agent Coulson is down," said Fury into his earpiece.

Agent Hill is being treated for a gash on her head, listens on her headset, standing up.

A SHIELD agent voices in, "Paramedics are on their way."

"They're here," answered Fury, "They called it."

Steve and Tony listen in as well.

Everyone was now gathered at the briefing, and they all had a look as if they were 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," said Fury.

Fury tosses the trading cards on the table towards Steve, and he gently picks one of them up, stained with blood.

Fury spoke, "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. Maybe I had that coming," after a beat, he confessed, "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 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."

Tony then gets up and walks away, not wanting to hear anymore.

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

Spiderwoman then also walks away, wanting to be alone for a while.

Meanwhile, Thor was at a meadow, he walked towards his hammer, but he hesitates, looking down at it.

At the same time, Bruce woke up, naked, in an abandoned building, in his human form, he looked around to see he was in a pile of rubble. He looks up at the ceiling he crashed through. A security guard stood there astounded.

The guard says, "You fell out of the sky."

Bruce asks, "Did I hurt anybody?"

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

"Lucky," said Bruce.

"Or just good aim. You were awake when you fell," said the guard.

"You saw?" asked Bruce.

The guard answered, "The whole thing, right through the ceiling. Big and green and buck **s nude. Here..."

He throws Bruce some clothes to him.

"I didn't think those would fit you until you shrunk down to a regular size fella," said the guard.

Bruce gratefully says, "Thank you,"

Then the guard asks, "Are you an alien?"

Bruce asked, confused, "What?"

"An alien, from outer space?" asked the guard, repeating the same question.

Bruce answered, "No."

Then the guard honestly commented, "Well then, son, you've got a condition."

Back at the carrier, in the medical ward, Barton is strapped down. Natasha watches over him as he tries to shake the mind control off.

Natasha reassures him, "Clint, you're gonna be alright."

Clint says, "You know that? Is that what you know? I got...I got no window. I have to flush him out."

"You got to have a lot, it's gonna take time," said Natasha as she poured some water into a cup.

Clint says, "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."

Natasha agreed, "You know that I do."

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

Natasha answers, "Cognitive recalibration," and she clarifies, "I hit you really hard in the head."

Clint thanks her, "Thanks," then he asks, "Tasha, how many agents?"

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

Clint asks, "Loki, he got away?"

Natasha answers, and then asks, "Yeah. I don't suppose you know where?"

Clint answers, "I didn't need to know. I didn't ask," he sits up and adds, "He's gonna make his play soon though. Today."

"We gotta stop him," declared Natasha.

But Clint doubtfully asks, "Yeah? Who's we?"

She answered honestly, "I don't know. Whoever's left."

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

Natasha says, jokingly, "Now you sound like you."

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

Natasha was about to answer, "He didn't, I just..." but she pauses.

Clint pushes, "Natasha."

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

Now at the Detention center, Spiderwoman is standing right in front of the blood stain that was left on the wall, pondering, no one could see it, but her face remained blank. Tony is also there but he was looking at the empty space that had the cell.

Steve walks in, and he asks, "Was he married?"

Tony answered, "No. There was a uh...cellist, I think."

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

Tony said, a bit harshly, "He was an idiot."

Steve asks, "Why? For believing?"

Tony answers, "For taking on Loki alone."

Steve tried, "He was doing his job."

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

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

Tony was about to walk away, "Right. How did that work for him?"

Steve asks, "Is this the first time you've lost a soldier?"

Tony sharply turns and says, "We are not soldiers! I am not marching to Fury's fight!"

Steve says, "Neither am I! He's got the same blood on his hands as Loki does," then he turns to the teen hero, "Are you ok?"

She did not hear him as she was still in her thoughts, "Spiderwoman? Spiderwoman?"

Then she snaps back to reality, "Huh? What?"

"I asked, are you ok?" asked Steve.

"I don't know," admitted Spiderwoman, then she looks around to see if there were any cameras facing her, when she sees there aren't any, she wills off her mask, revealing her face. It was red, from the streaks of tears.

"You're just a kid," commented Steve, surprised, but she only gave him a look.

"And you're an old timer," remarked Gabriella, Tony smirks a little, but then she says, "I was right there... I should've been able to save him..."

"It's not your fault and sometimes we... we can't save everyone," said Steve as he thinks back about his friend who fell from the train.

"But right now, we still need to get this done. Now Loki needs a power source, if we can put together a list...

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

"That's not the point," said Steve not understanding what he meant.

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

Steve answers, "To tear us apart."

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

"Right, we caught his act at Stuttgart," said Steve as Spiderwoman walked closer to them.

Tony agreed, "Yeah. That's just a preview, this is- this is opening night. And Loki's a full-tilt diva. He wants flowers, he wants parades, he wants a monument built in the skies with his name plastered..." he pauses, realizing where he would be going, "Son of a bitch!"

Meanwhile, at the top of Stark Tower in New York City, Selvig is working on a device that seemed to contain the Tesseract.

Now, back at the medical ward, Steve walks in full uniform.

He says, "Time to go."

Natasha asks, "Go where?"

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

Then Clint walks out of the restroom and answers, "I can."

Steve looks at Natasha and she nods her head to confirm that he's good.

He then asks him, "You got a suit?"

Clint nods and Steve says, "Then suit up."

https://youtu.be/pFOMFBYHt6Y

(PLAY FROM 0:48 to 1:15)

Thor picks up his hammer.

Steve picks up his shield.

Clint slips on his quiver of arrows.

Natasha activates her widow bites.

Tony welds his Iron Man helmet until the lights in its eyes come to life.

Gabriella sharpens her spider daggers.

Thor raises his hammer to the sky and lightning strikes down onto it.

Tony equips the helmet, and the HUD activates.

Steve marches towards the quinjet, followed by Natasha, Clint, and Gabriella and they enter.

The technician who was working on it sees them and says, "Hey, you guys are not authorized to be in here."

"Son, just don't," said Steve, with authority of his own.

"Yeah, son, listen to Grandpa Steve," quips Gabriella and he looked at her, with slight stern, but there was some amusement in his eyes.]

(STOP OST HERE)

Back at the bridge, Fury is standing in front, with a glass floor that overlooks the clouds beneath them, and he's holding the trading cards, shuffling through them, then Maria approached him.

"Sir," she said.

"Agent Hill," acknowledged Fury.

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

"They needed the push," admitted Fury, as he held the cards.

Then they hear a whooshing noise from below, they looked down to see Tony flying away, followed by a quinjet.

An agent voiced over the PA, "We have an unauthorized departure from bay 6."

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

"Yes sir," obliged Maria.

Now, Tony finally arrived to New York and, while the new device that was on top of the Stark Tower activated.

"Sir, I've turned off the Arc Reactor. The device is already self-sustaining," reported JARVIS.

Tony flew over to Selvig, "Shut it down Dr. Selvig," he demanded.

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

"Okay," said Tony, then he aimed at the device, with the intent to destroy it. He fired, but there was a shield surrounding the device, and it let off a huge explosion. It knocked back Tony and Dr. Selvig, while the citizens below heard the destructive noise, and all looked up.

"The barrier is pure energy. It's unbreachable," analyzed JARVIS.

"Yeah, I got that," said Tony, he looked down to see Loki standing on the balcony of building, he is seen smirking, "Plan B."

Then JARVIS reported, "Sir, the Mark 7 is not ready for deployment."

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

He landed on the balcony, opposite of Loki, and walked as the devices in the building took of the parts of his suit as he walks. Simultaneously, they both walked into the penthouse. Then Tony casually walked to the bar.

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

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

"You should have left your armor on for that," said the god, as he chuckles.

Tony says, "Yeah, it's seen a bit of mileage and you've got the glow stick of destiny," then he asks as "Would you like a drink?"

"Stalling me won't change anything," said Loki.

Tony says, "No, no, no! Threatening. No drink? You sure? I'm having one," and he grabs himself a whiskey glass.

Loki says, "The Chitauri are coming, nothing will change that," and he asks, "What have I to fear?"

"The Avengers," answered Tony, but the god looked at him with a bit confusion, he rolls his eyes and clarified, as he poured himself a drink into the whiskey glass, "It's what we call ourselves. Sort of like a team. Earth's Mightiest Heroes, type of thing."

"Yes, I've met them," said Loki, as he smiles.

Tony then gives his own smile, "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 demigod; a super soldier, a living legend who kind of lives up to the legend; a man with breath-taking anger management issues; a teenager, with slick, web-slinging powers; a couple of master assassins, and you, big fella, you've managed to piss off every single one of them." As he spoke, from underneath the bar, he slipped on a bracelet-looking device.

Loki admits, as he smiles, "That was the plan."

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

Loki challenges, "I have an army."

Tony responds, "We have a Hulk."

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

Tony spoke, as he went around the bar, "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. Because if we can't protect the Earth, you can be damned well sure we'll avenge it," and he took a sip of his drink.

Loki then slowly walks up to him, "How will your friends have time for me, when they're so busy fighting you?"

He raises his scepter to his chest, as he was about mind control him, but because of the Arc Reactor on Tony's chest, it stopped whatever magic was about to happen. Loki tries a couple of times.

Loki says, in confusion, "This usually works."

Tony says, "Well, performance issues. You know? Not uncommon. One out of five-"

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

Tony calls, "Jarvis. Anytime now."

Loki then picks him up and says, "You will all fall before me."

"Deploy! Deploy!" commanded Tony as Loki lifted him and throws him out the window, smashing the glass. From behind Loki, a compartment opens and a red device flies out. The device opens up searches Tony for the bracelet. Just as it has been found it transforms into an Iron Man suit and it latches onto Tony. The moment the helmet is on the HUD comes to life seeing that there were people beneath him. He quickly stops himself and flies back up.

He stops in front of Loki and says, "And there's one other person you pissed off. His name was Phil."

As Loki raises his scepter, about to fire an attack, Tony fires his own, knocking him down.

Then the device with the Tesseract fired a huge beam up into the sky, it created a vortex and opened a huge portal from space. The portal rips open and the Chitauri army flood through on flying chariots.

Tony looks up and says, "Right, army," as his regular HUD switched to offensive HUD.

He flies up towards the portal. From his shoulders, a miniature multiple rocket launcher, pops out and fires, destroying several targets. However, it was futile as thousands of Chitauri descend into the city.

The citizens looked up and as the aliens drew closer, they fired, causing a widespread panic and the people run for their lives. But the Chitauri are merciless as they unleash blasts, blowing up cars, setting storefronts aflame, and causing overall destruction and harm to the city. Some of the people run inside, to get cover, and once they got inside, they could only watch in shock and horror.

Loki walks onto the balcony as the sounds of the destruction rings out and the chariots fly by. He admires his soon to be kingdom. Then Thor lands onto the balcony. Loki turns to him.

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

Loki refuses and declares, "You can't. There is no stopping it. There is only the war!"

Thor accepts the challenge, "So be it."

Loki jumps down to Thor, and he slams his scepter down, as they fight, their weapons clash.

As the battle ensues, police officers arrive to the streets. They see from the sky, Tony leading a trail of enemies towards his tower.

The quinjet flies into the city, Natasha calls to Tony, "Stark, we're heading north east."

In the suit, Tony says, "What, did you stop for drive-thru? Swing up park, I'm gonna lay 'em out for you."

Tony banks around the Stark Tower with the enemies trailing behind. As he passes the tower, the brothers are still battling each other. He quickly swoops down the street, causing for some of the aliens to crash into a building. Then he flies up again, as he passes by a turn Natasha fires at the rest of enemies from behind.

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

Tony says, "Fine. Let's keep them occupied."

Meanwhile, as Natasha flies the jet upwards and firing at the enemies who were coming at them, Gabriella calls, "Open the door!"

"What!" said Natasha, not believing what she's hearing.

"I'm better at swinging around the city and I can help Mr. Stark out!" explained Gabriella.

Natasha sighs and mutters, "Can't believe this," and opens the door.

Once the door was wide enough, Gabriella leapt out as she yelled, "HERE I COME! YOU STUPID ALIENS!"

At the tower, Thor and Loki fight, the quinjet makes it to the top.

Natasha and Clint look through the window, he says, "Nat," as Loki somehow gets the upper hand on Thor.

"See him," confirms Natasha.

Clint banks the jet towards Stark Tower and aims the minigun at Loki. However, Loki aims the scepter at them and fires a blast of energy. Thor gets to his feet and tackles Loki down hard. The jet is soon caught on fire. Clint maneuvers one wing of the jet, as it spins, they drop out of the sky, passing many buildings as they get lower and lower to the ground. Then they crash onto the street.

Gabriella sees them crash as she swings by, "Another happy landing for them," she muttered.

With everyone okay, Clint and Natasha unfasten their seatbelts and open the ramp. Steve runs down and out, followed by the other two. Each one has their respected weapons in hand.

The trio arrive to the middle of the street as Steve says, "We gotta get back up there," as they pass the rubble, crashed cars, and the people who were running.

Then they hear a loud groan the three look up, even Gabriella landed onto a rooftop to see what caused that sound, so she looked to the portal. As they all look, they see a huge leviathan, probably as a big as a whale, maybe bigger, descend from the portal and it bellows a loud and deep roar.

"Holy shit," said Gabriella as she looked in awe and horror.

As the leviathan flies over, Chitauri soldiers fling off and attach themselves to the sides of the buildings, sliding down. Some crash into these buildings and fire their weapons at innocent people.

Steve asks, still a bit in shock, "Stark, are you seeing this?"

Tony answers, "I'm seeing, still working on believing," then he asks, "Where's Banner? Has he shown up yet?"

Steve asks, "Banner?"

Tony orders, "Just keep me posted. JARVIS, find me a soft spot," as he flies parallel alongside of the leviathan.

Back at the Stark Tower, Thor holds down Loki's face straight ahead, forcing him to watch the city falling to ash.

He yelled, "Look at this! Look around you! You think this madness will end with your rule?"

Loki looked 'remorseful' as he tried to look away, "It's too late. It's too late to stop it."

Thor says, as he believes he's reaching his brother, "No. We can. Together."

Loki looks at his brother, showing a sign of hope. Then Loki stabs Thor with a small knife and he watches his brother kneel over.

Loki whispers, "Sentiment."

Thor gets up, kicks Loki and lifts him into the air. Thor then slams him down, hard. Loki rolls over the edge and Thor looks down to see Loki ride one of the chariots and a few Chitauri soldiers follow his lead. Thor pulls out the knife and tosses it away.

Meanwhile, Gabriella was swinging around, trying to lead the aliens away from civilians. She stops for a second as she hangs onto a web. She sees two chariots coming straight at her from two different directions.

"Ok, well, you guys are so dumb," quips Gabriella, as she lets go and webs to another building and watches the two crashes into each other.

Back with the trio, they run behind upside taxis. They look up and see Loki taking his band down the street and fire at the street causing a chain of explosions, smashing cars, and even hurling some people as they try to run. Steve looks down the bridge.

Clint says, "We've got civilians trapped down there."

"Loki," muttered Steve, "They're fish in a barrel down there."

The Chitauri soldiers that have landed near the civilians' fire at them. Natasha pulls out a pair of pistols and turns to Steve.

She says, "We got this. It's good. Go!"

Steve asks Clint, "You think you can hold them off?"

Clint answers with a smile, "Captain," he presses a trigger on his bow and an arrow tip was mechanically selected, "It would be my genuine pleasure."

He shoots an arrow into the creature's head and the tip releases a few tiny bullets at the surrounding enemies. Steve runs off and jumps off the bridge, he landed on a bus below him as Chitauri tried to blast him, destroying the bus and he jumps onto another car, he lands and races to the officers. Clint rushes over to a bus that is filled with people, some parents pass their kids to him through the window, then he rushes over to the door and forced it open for the others to get out. Natasha empties out her mags as Clint fires arrows into the ranks of the Chitauri, hitting his mark each time he shoots.

Natasha says to him, " This is just like Budapest all over again!"

Clint responds, "You and I remember Budapest very differently."

The officers continuously fire at the flying chariots, but it's pretty pointless. A young officer runs over to his superior.

Reported the officer, "It's gonna be an hour before they can scramble the National Guard!"

The other officer asks, "National Guard? Does the army know what's happening here?"

The cop asks back, "Do we?"

Steve jumps in front of them. They look up at this ridiculous looking man.

He gives out some orders, "You need men in these buildings. There are people inside that can be running into the line of fire. You take them through the basement or through the subway. You keep them off the streets. I need a perimeter as far back as 39th."

The officer questions, "Why the hell should I take orders from you?"

Suddenly, an explosion comes up from behind Steve. An energy blast is blocked by his shield. Two more Chitauri soldiers attack him. The cops watch in shock as this man fight them off with ease. The Sergeant, convinced, turns to his officers.

He orders, "I need men in those buildings, lead the people down and away from the streets," he then talks through his walkie, "We're gonna set up a perimeter all the way down to 39th street."

Tony swerves around a building and he released flares getting the leviathan's attention. It roars and the beast turns to him, destroying a part of a building and the debris falls.

Tony says, "We got its attention. What the hell is step two?!" and he flies away with the leviathan following close behind.

Clint trips an alien soldier and rams an arrow into its chest. Natasha gets her hands on an energy rifle and beats some. Steve joins back in and using his shield, he battles and destroys oncoming Chitauri soldiers. They were losing the upper hand, until lightning strikes down from the sky, channeling the blast, firing the electricity out at the soldiers surrounding them. The aliens were disintegrated by the lightning and Thor touches down, followed by Gabriella who lands next to him.

Steve asks, "What's the story upstairs?

Thor answers, "The power surrounding the cube is impenetrable."

Tony agrees, "Thor is right. We gotta deal with these guys."

Natasha asks, "How do we do this?"

Steve answers. "As a team."

Thor says, "I have unfinished business with Loki."

"Yeah, get in line," said Clint.

Gabriella says to Clint, "You'll get your turn after me."

"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...

Just then, Bruce arrives on a motorcycle. He gets off and he looks around. He comments, "So, this all seems horrible.

Natasha says, "I've seen worse."

"Sorry," Bruce apologizes as he knows what she has experienced back at the carrier.

Natasha says, "No. We could use a little worse."

"Er, why would we want this to get worse?" asked Gabriella.

Steve tells Tony, "Stark? We got him."

Tony asks to confirm, "Banner?"

Steve admits, "Just like you said."

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

Tony comes out from behind a building with leviathan following close behind as it destroys another building.

Natasha comments, 'I... I don't see how that's a party."

Tony and the leviathan are getting closer. The monster was now pretty much draggng itself against the ground, destroying it.

https://youtu.be/J1VgF9ysbM8

(PLAY AT 4:10)

Gabriella then says, "Hey Doc. Now might be a really good time for you to get angry."

Bruce turns to her as he walks to the creature, "That's my secret, Spiderwoman," he stops and turns, "I'm always angry."

He transforms into the Hulk and punches the leviathan in its face.

The monster tips over, exposing its flesh.

"Hold on!" said Tony and fires a small missile at the tail and destroys it. Clint ducks into cover, Steve rushes to Nat and covers her body and himself with his shield, and Thor protects Gabriella with his body. The body explodes into tiny bits and pieces and its body falls below underneath the bridge.

The Chitauri witnessed the destruction of the leviathan, and they are angered. Some of them took off their masks and screeched at the heroes.

Iron Man.

Captain America.

Black Widow.

Spiderwoman.

Thor.

Hulk.

Hawkeye.

The Avengers, Earth's Mightiest Heroes, have assembled and stood together to face their enemy.

(SPIDERWOMAN WOULD BE IN BETWEEN THOR AND BLACK WIDOW)

Meanwhile, Loki watches from the sky and commands, "Send the rest."

(STOP MUSIC AT 5:05)

The Avengers look up to see at least three more leviathans descend from the portal and thousands of more troops.

Black Widow says, "Guys."

"Call it, Captain," said Iron Man.

Spiderwoman quips, "Let's hear the plan."

Captain America calls out the orders, "Alright, listen up. Until we can close that portal up there, we're gonna use containment," he turns to Hawkeye first, "Barton, I want you on that roof, eyes on everything. Call out patterns and strays," he then turns to Iron Man, "Stark, you got the perimeter. Anything gets more than three blocks out; you turn it back or your turn it to ash."

Hawkeye asks Iron Man, "Wanna give me a lift?"

"Right. Better clench up, Legolas," said Iron Man and he lifts Hawkeye onto a roof.

Captain America turns to Spiderwoman, "Spiderwoman, I need you to do perimeter too, but I also want you to make sure to get any remaining civilians to safety, especially ones who are in the building."

"You got it boss!" said Spiderwoman and she webs up and swings away.

Then Captain America turns to the god, "Thor, you gotta try and bottleneck that portal. Slow them down. You've got the lightning. Light the bastards up," and Thor flies up.

Then he turns to Black Widow, "You and me, we stay here on the ground, keep the fighting here," and she nods.

Then Captain America turns to Hulk and points at him, "And Hulk. Smash."

Hulk grins and jumps onto a building and starts destroying each and every Chitauri soldier that he sees.

Thor on the other hand flies and lands on the Empire State building and he called down the lighting and aimed it at the portal, destroying hundreds of chariots and the leviathans.

Right now, Spiderwoman is seen swinging around the city while taking down some chariots. Then she hears Neith shout, "There's a child in that building!"

Spiderwoman sees Neith pointing at the building that the kid is in, so she says to her, "I'm on it!" and she zips to the building quickly. She lands on it and crawls through the window. Once she got inside, she sees a little girl with blonde hair, no older than seven years old. She also seems to be wearing a Spiderwoman t-shirt.

The girl looks up and says, "Spiderwoman!" and she runs to the hero as she was on her knees and held her arm open for her to run to.

"Hey kid, come here, I'll take you to safety," says Spiderwoman as the kid hugs her tightly, then she asks, "What's your name?"

"Gwen," answered the girl.

"Okay Gwen, I'm going to need you to be very brave as we'll be swinging to safety, can you do that?" asked the hero.

"Y-yeah!" answered Gwen.

She picked up the girl and went to the window, and climbed out. Then with a leap of faith they swung to the nearest subway.

Once they got there, they ran to it and saw an officer, "Hey officer, I got this girl here, she was left alone in an apartment, think you can find someone to look after her?"

"Yeah, I'll look after her Spiderwoman, " answered the officer.

She nodded and kneeled to Gwen, "Hey, I know it seems scary, but if you keep up with your brave face, you'll be a hero too."

Gwen hugged her and said, "Thank you Spiderwoman."

She hugged back and ran off to the battlefield.

Back at the helicarrier, Fury was watching on the monitor the news of the battle, until Maria approached him and said, "Sir, the council is on."

Back in New York, Hawkeye is on a rooftop, and he tells Iron Man, "Stark. You got a lot of strays sniffing to your tail," as he shoots arrow after arrow.

Iron Man says, "Just try and keep them off the streets."

Hawkeye says, "Well, they can't bank worth a damn," he then suggests, "Find a tight corner."

"I will roger that," said Iron Man.

Iron Man does so and leads the enemies towards tights corners and in Hawkeye's view, who fires arrow, the tip was specialized as the arrow melted the front part off of a chariot and the rest of the parts ended up destroying two more chariots behind it. Iron Man keeps leading Chitauri riders under tunnels, once he got out the last one crashes.

Iron Man asks, "Nice call. What else you got?"

Hawkeye answers, "Well, Thor's taking on a squadron down on at 6th."

Iron Man says, "And he didn't invite me."

Meanwhile, another leviathan flies up to an office building, with people inside. As they saw the monster getting closer, they tried to run. Until they hear another roar coming from behind. They turn to see the barreling in their direction to the leviathan and they all jumped out of the way.

Hulk jumped onto the leviathan's face and pulled on one of its teeth changing its direction and it goes around the building.

Back at bridge, Black Widow gets pinned down onto a car hood by another Chitauri soldier and it tries to stab its rifle down, but she wraps her legs around its neck and uses her widow bite. The soldier convulses for a moment, giving her the chance to grab its rifle and use it against the alien. She hears something behind her, so she spins with the rifle in hand ready to destroy whatever it is. But she relaxes once she sees that it was only Captain America, she then slumps down onto the hood of a car as she was very tired as he walks up to her.

Black Widow says, tiredly, "Captain, none of this is gonna mean a damn thing if we don't close that portal."

"Our biggest guns couldn't touch it," said Captain America

She then says, "Well, maybe it's not about guns," as she looks up

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

Black Widow says, "I got a ride," as she sees Spiderwoman swinging closer to them, she then calls in to the spider hero, "Spiderwoman, think you can give me a lift?"

"Yeah, I got you!" answered Spiderwoman and she swings lower to pick her up.

"You sure about this?" asks Captain America.

"Yeah, it's gonna be fun," answered Black Widow and she stands on a roof of a car and Spiderwoman swoops down and picks her up.

"To the Stark Tower, right?" asked Spiderwoman and Black Widow answers, "Yeah!" and she swings her and Widow away.

They were being followed by a chariot, but Iron Man destroys it, and he flies down to Captain America, joining him as he blasts a few soldiers, and he also fires on Captain America's shield and he aimed the beam at the surrounding enemies.

Iron Man then flies up passing Hawkeye as the archer dodges a blast from a chariot. He then fires an arrow at the head of the alien that was driving the chariot.

Meanwhile, Hulk is on another leviathan, punching multiple Chitauri soldiers as smashes down onto the large monster. Thor joins him and as he was whacking the soldiers with his hammer, Hulk tears off a piece of the leviathan armor and pierces it down onto the creature and Thor sees the opportunity and calls down a lightning strike and hammers the piece further into the creature.

It dies as it roars out in pain. It crashed into a museum, Hulk and Thor stood there and the god nods, then Hulk punches him without even looking.

Meanwhile, Selvig, now awake, is starting up in horror as he knows what he has done. Also, soldiers have arrived with many army jeeps armed with bigger guns, while some of them escorted the civilians down a street station.

Back with Captain America had an alien that was trying push down its rifle down onto his face but he manages to overpower it.

Then Hawkeye reports through the earpiece, "Captain, there is a bank on 47th past Madison, they cornered a lot of civilians."

"I'm on it," responds Captain America as he breathed heavily and he runs to the location.

At the bank, the Chitauri soldiers are pointing there rifles down at the crowd below them as they were all gathered together. Then one of them activates a grenade-like device and it beeps rhythmically.

Captain America jumps through the window and throws his shield at the enemies. Two of the Chitauri soldiers aim their rifles, but Captain America jumps for cover under a desk, which he kicks at them.

He then jumps over the desk, headlocks an enemy and grapples it over the railing. The crowd moves away from the corpse.

"Everyone! Clear out!" he ordered as another attacks him from behind and it rips his mask/helmet off. He uses the soldier as a shield as the remaining Chitauri fired a rifle at him. Then as a last resort, it picked up the grenade device, he sees it and he grab his shield to cover himself. The Chitauri throws the grenade at him, and it exploded, knocking him out of the window and lands on a car outside.

Captain America gets off the car, looks around the city, exhausted. The police and firemen arrive, pulling out those civilians he saved.

Meanwhile at the helicarrier, Fury is talking with the Council.

"Director Fury, the council has made a decision," informed a member.

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

Another member spoke, "Director, you're closer than any of our subs, you scramble that jet-"

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

The same member said, "If we don't hold them in the air, we lose everything."

"I send that bird out, we already have," said Fury and turned off the screen.

Back in New York, Spiderwoman is still swinging to the Stark Tower with Black Widow clinging onto her back.

Then something grazed Spiderwoman's leg, "Aah" she quietly winced.

Black Widow looked back to see who fired and saw that it was Loki, "Oh, you," then she asks Spiderwoman, "Are you ok?"

"Yeah, I can still get us there!" answered Spiderwoman as Loki followed them close behind and he rapidly fired energy blasts at them.

"Hawkeye!" called Black Widow through her earpiece.

"Nat, what are you doing?" asked Hawkeye as he looked astonished.

"A little help would be nice Mr. Barton!" shouted Spiderwoman.

Hawkeye presses the trigger twice, equips an arrow, and points it at Loki, smiling, he says, "I've got him."

He fires the arrow straight at Loki's head. However, Loki snatched it out of the air right before it could hit his face, he looked at the archer and smiles. But the arrow beeped, and it exploded right in his face, destroying the chariot and Loki lands on the balcony of the Stark Tower.

Just as Loki landed at the Tower, Spiderwoman finally lands at the top of Start Tower and Black Widow gets off of her. "You're good on your own here?" she asks.

"Yeah, help out the others," said Black Widow.

"You got it!" said Spiderwoman and leaps off the roof, rejoining the fight, then she remembered something, "Dad!" she muttered. She quickly lands on another roof and pulls out her phone, "Come on! Pick up, pick up, pick up!" she mutters as the phone rings.

Then she hears his voice, "Honey!"

"Dad! Are you okay right now?" she asks.

"Yeah, I'm fine. What about you though, it looks like one hell of a fight," said Miguel.

"I'm ok, just a little tired, I called just to make sure that you're ok..." said Spiderwoman.

"I'm ok. Remember, you've got a good heart sweetheart, use it," said her father, encouragingly.

She smiles and says, "I know dad, anyways I got to go, love you."

"I love you to, now go be the hero you are," said her father. She hangs up and puts her phone away.

Meanwhile, Hulk smacks Loki into the penthouse. He gets up and shouts, "Enough! You are, all of you, beneath me! I am a god, you dull creature. And I will not be bullied by-"

Hulk interrupts him by grabbing his legs, then he smashes him against the ground several times like a ragdoll.

Then Hulk smashes him down once more and walks away, saying "Puny god," as the god whimpers in pain.

Black Widow walks up the portal device. Selvig, slumped down, weakened, looks at her desperately, as the beam to the portal was constantly buzzing.

"Doctor," said Black Widow.

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

Black Widow tries to reassure him, "It's not your fault. You didn't know what you were doing."

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

"Loki's scepter," answered Black Widow, the unanswered question.

Selvig explains, "It might be able to close the portal," he looks down and sees the scepter, "And I'm looking right at it."

Thor rides on top of chariot, knocking of several riders with the hammer. As Thor battles another leviathan crashes through a building, destroying it, knocking him down. Iron Man flies right next to the leviathan and aims one of the lasers at it yet it had no affect to it.

JARVIS informs him, "Sir, we will lose power before we penetrate that shell."

Iron Man then flew around the leviathan having an idea on how to take it down.

He asks his AI, "You ever hear the tale of Jonah?"

JARVIS answers, "I wouldn't consider him a role model."

Iron Man opened an arsenal or what looked like an arsenal of weapons on his legs and the leviathan opens its mouth. He flies in, making the leviathan explode from the inside, then he bursts from the other side of the monster, and the leviathan collapses. Iron Man rolls down on the streets as the wind is knocked out of him. As he gets up, he was knocked back down again by an energy blast of a rifle, he was now surrounded by a small band of Chitauri.

Back at the rooftop, Hawkeye fired his last arrow at a Chitauri soldier that was coming from behind him. Then another lands in front of him, he reaches back to grab another arrow, but he realizes that has run out. So, he uses his bow to take it down. Then he turns to see that a large group of Chitauri chariots are coming to him. He grabs the arrow that was lodged in the dead alien's head and slid it into his quiver, he presses the trigger to attach the grapple tip. He jumped off the building and fired the arrow at the wall, and he swings into the building, crashing through the glass.

The Hulk, who is still tossing and beating up the aliens that were coming at him on foot, is now faced by another large group of Chitauri chariots as they were now overwhelming him.

Spiderwoman feels her spider sense go off and barely manages to dodge a blast. She sees that a huge group of Chitauri chariots are following her. As she tries to swing faster, she feels a hot searing pain from her abdomen. She got hit by a blast from an incoming chariot, she fell to the ground hard and had duck into cover as she was also overwhelmed.

Back at the helicarrier, a lone pilot was listening to an order given by a council member, "Director Fury is longer in command. Override order; Seven Alpha 1-1."

The pilot answers, "Seven Alpha 1-1, confirmed. Prepared for takeoff."

At the bridge, Agent Hill reports, "Sir, we have a bird in motion," and Fury runs off, "Anyone on deck? We have a rogue bird. We need to shut it down! Repeat, takeoff is not authorized!"

Then Fury runs to the deck with an RPG in hand. He fires it at the jet's end and its movement halted. Until a secondary jet takes off and Fury pulls out his pistol, but stands there because there is nothing, he can do with it.

Fury then rushes back inside and calls Iron Man on his earpiece, "Stark, you hear me? You have a missile heading straight for the city."

"How long?" asked Iron Man as he was being beaten by the aliens.

"Three minutes, max. Payload, to wipeout midtown," answered Fury.

Iron Man orders, "JARVIS, put everything we got into the thrusters!"

"I just did," said JARVIS and Iron Man flies off.

The pilot who has the missile, fired it, "Package is sent. Detonation in two minutes and thirty seconds mark," he reported.

With Spiderwoman, still ducked into cover, then gets an idea. She summons Spidey.

"Hey Spidey, think you can do me a favor?" she asked and the tiny spider nods, "Ok, buddy, I need you to create a distraction over there to buy me enough time to recover and take down these guys. Can you do it?"

The spider understood her plan and nods and lets off a cute little chirp and she laughs, Spidey scurries off. In less than thirty seconds, a huge explosion erupts behind the aliens. She takes as the signal to then take down the aliens.

All of them are now dead and she picks up her friend, "Thanks a lot little guy," it chirps and goes back into the suit. She sighs and runs to where Captain America and Thor are.

She sees them and runs in to join them just as Thor catches his hammer and Captain America catches his shield. She webs an alien coming from behind and lands next them. Then Thor and Spiderwoman hear a yelp. They looked to see that the captain has been shot. Four Chitauri were firing at them, but Thor deflected shots with the hammer then he crashes the car into them and he threw it behind him hitting another alien.

Spiderwoman goes up to him, "Are you ok Mr. Rogers?"

"I'm good, kid, I'm good," answered Steve.

Then Thor asks, "You're ready for another bout?"

"What you getting sleepy?" asked Captain America back, Thor smiles and summons his hammer back.

Back at the top of Stark Tower, Black Widow has the scepter in hand and Selvig working the computer that is attached to the portal device.

The doctor points at the device, "Right at the crown."

Black Widow pushes the scepter through the barrier, and calls through the earpiece, "I can close it. Can anybody copy? I can shut the portal down!"

"Do it!" ordered Captain America.

The Iron Man calls in, "No wait."

Captain America says, confused, "Stark these things are still coming."

"I've got a nuke coming in. It's gonna blow in less than a minute," informed Iron Man as he flies catching up to the missile and he adds, "And I know just where to put it."

He flies closer to it and grabs it with the intention to steer it.

"Stark, you know that's a one-way trip," said Captain America.

"Save the rest for the turn J," ordered Iron Man as he dismissed the captain's words.

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

"Might as well," answered Iron Man.

Somewhere in the sky, Pepper, along with the crew, watch in horror as the news keeps up with the destruction that the Chitauri is causing to New York.

The reporter is talking on the news, "The streets of New York City have become a battleground. The Army is here trying to contain the violence but clearly, it is outmatched. And I have to say, in all my years of reporting, I have never seen anything like this," as Pepper is watching the news her phone was going off, Tony is calling her.

In the helicarrier, every agent is watching in anticipation and hope that the missile won't go off, "We have limited information on the team, but we do know that billionaire Tony Stark's Iron Man and New York's Spiderwoman..."

As Iron Man, with the missile, get closer and closer he gets higher. Then at the last moment, he activated the thrusters in front of him and steers it and himself upwards. As he flies all of the members on the ground looked up. As Iron Man passes, Black Widow, she looks up to see him reaching the portal. He reaches it and disappears. Every agent on the carrier cheer, even a smile appears on Fury's face, but it falls knowing that this may have been the last of Iron Man if he doesn't come back.

In space, Iron Man's suit loses power and JARVIS shuts down. He loses his grip on the missile and it continues to its new destination: The Chitauri Mothership. As Iron Man watches the weapon fly, he couldn't believe what he is seeing, a huge fleet of small ships, with the gigantic one, alongside with more leviathans.

The missile makes its mark, and it explodes in the ship, destroying it.

Suddenly, all of the Chitauri soldiers fall limp and unmoving, "He did it," said Spiderwoman as leviathan falls onto a building.

Then all of the members look up at the portal, hoping to see Iron Man come back down, but he wasn't coming.

Captain America looks at Thor and he nods.

"Close it," he ordered, and Spiderwoman looked at him with wide eyes.

Black Widow pushes the scepter through the barrier, shutting down the beam, and eventually closing the portal. But, at the last second Iron Man falls through the portal.

"Son of a gun," muttered Captain America as the rest of the team look in relief.

But they all noticed that he was not slowing down, "He's falling!/He's not slowing down," said Thor and Spiderwoman at the same time, she was about swing up to catch him just as Thor was spinning his hammer.

However, Hulk beat both of them to the punch as he grabbed Iron Man, and he landed back on the ground and not so gently dropped Irom man on the ground.

The three rush over, and Thor ripped off his mask as Captain America tries to listen in on his heartbeat then he leaned away, they see that he is not awake and not breathing.

Out of nowhere, Hulk roars, waking Iron Man up.

"What the hell..." he said, then he asked "What just happened? Please tell me nobody kissed me."

Spiderwoman couldn't help but snicker at the comment.

After a beat, Captain America says, "We won."

"Alright, yay. Hurray, good job, guys. Let's not come in tomorrow. Let's just take a day," said Iron Man, then he asks, "Have 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."

"I could go for some lunch, that fight really took a lot of energy, so I'm pretty hungry," agreed Spiderwoman.

However, Thor says, "We're not finished yet..."

Iron Man and Spiderwoman say at the same time, "And then shawarma after."

In the Stark Tower, Loki is crawling on the stairs to get up. He then felt several presences behind him. He turns to see all of the Avengers together, staring down at him. Hawkeye pointing an arrow at him, Black Widow holding his scepter, and Spiderwoman holding her spider daggers.

(SPIDERWOMAN WOULD BE STANDING IN BETWEEN THOR AND BLACK WIDOW)

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

https://youtu.be/iq-fCFQsz_8

(PLAY OST HERE)

Sometime later, the news has been going wild, "Despite the devastation what has been confirmed is an extraterrestrial attack. The extraordinary heroics of the group known as the Avengers has been, to many, a cause not only for history."

There is a parade going on and a man is being interviewed, "It's really great knowing they're out there, someone's watching over us."

A woman chimes in, "I love you Thor!"

A boy is being interviewed, "And they were like pew! pew! And this green guy comes in and goes roar."

Someone else says, "I don't know if I exactly feel safe with those things out there."

As the news go on, candles are lit, fireworks go off all over the world, people have been painting murals of the Avengers, most were saying that they are heroes while some are saying that they are not, merch has been going around, there has even been parades.

A skater is shown wearing a Captain America onesie.

A teen held a square mask of hulk and covered his face with it as he does a peace sign.

A man is shown getting his beard cut just like Tony Stark's.

A man is shown paining some pictures of the Avengers.

Then a little girl with blonde hair is shown wearing a Spiderwoman mask with her parents who are wearing Spiderwoman t-shirts.

"Superheroes in New York? Give me a break!" said an old man.

A march was held, someone was seen holding a sign 'Hulk = Hero', a lady was wearing a Captain America hoodie, someone was holding a sign 'New York's One and Only Spiderwoman!'

Kids are shown, either wearing the Avengers merch or replicas, and some are wielding replicas of Thor's hammer or Captain America's shield.

Another interview was held with some guy in a suit, "These so-called heroes have to be held responsible for the destruction done to the city. This was their fight. Where are they now?"

Then another interviewee spoke, "Tough questions are being asked about the Avengers themselves their sudden appearance and equally sudden disappearance."

As this interview was going on the Avengers are seen, escorting Thor, with Loki in cuffs with an Asgardian gag.

Then a waitress was interviewed, and it was the same one who got saved by Captain America, "What? That this all somehow their fault? Captain America saved my life. Wherever he is, and wherever any of them are... I would just... I would want to say thank you."

Meanwhile, back at the helicarrier, Fury was speaking with the council.

One of the members ask, "Where are the avengers?"

"I'm not currently tracking their whereabouts. I'd say they've earned the leave of absence," answered Fury.

Then a councilwoman asks, "And the Tesseract?"

"The Tesseract is where it belongs. Out of our reach," he answered.

"That's not your call," said the first councilman.

"I didn't make it. I just didn't argue with the god that did," said Fury.

The same councilman asks, "So, you let him take it and the war criminal Lok, who should be answering for his crime."

"Oh, I think he will be," said Fury.

As this conversation goes, the Avengers are gathered around Thor and Loki, Gabriella is the only who is still in her suit. Thor held the containment device that had the Tesseract, and he gives the other end to Loki, who reluctantly takes it.

In a bright beam of light, the two brothers are transported away. Then one by one the rest of the Avengers are going their separate ways.

"I don't think you understand what you've started, letting the avengers loose on this world," said the councilwoman voicing over.

Steve shakes Tony's hand, while Natasha gives a bag to Bruce.

"They're dangerous," she adds.

Tony and Bruce go in the same car as Natasha and Clint go in theirs.

"They surely are," agreed Fury and he adds, "And the whole world knows it. Every world knows it.

Back in the council room, "Was that the point of all this? A statement?" asks the first councilman.

"A promise," said Fury. The screens of the council members turn off and he walks out of the room.

He goes to the bridge and Maria asks, "Sir, how does work now? They've gone their separate ways. Some pretty extremely far," she then voices her concern, "We get into a situation like this again, what happens then?"

"They'll come back," answered Fury.

"You really sure about that?" asked Maria.

"I am," he answered.

"Why?" she asked.

"Because we'll need them too," he answered as he looked at the window.

Back at the Stark Tower, Tony and Pepper are looking at the schematics of the building, they then see Spiderwoman swing past them, and they wave to her and she waves back. The camera zooms out and shows the 'A' that was left on the tower.

Somewhere else, in deep space, a throne room is shown with the Other kneeling.

"Humans, they are not the cowering wretches we were promised. They stand. They are unruly, and therefore cannot be ruled," a figure stands up from the throne, and the Other bows his head, "To challenge them is to court...Death."

The figure turns and smiles.

Sometime before they escorted the gods, the Avengers are seen eating shawarma in silence. Spiderwoman only had her mouth revealed as she devoured three.

(SPIDERWOMAN WOULD BE SITTING NEXT TO TONY)
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(A/N: I did it! I finally finished the first Avengers movie! Sorry for the delay! I will try to create a rhythm for posting, but hope you enjoyed this chapter! Also, thanks for reading this book!)