A smoky cube shape emerges called the Tesseract bursts into burning blue flames. Kneeling behind a throne, was a clothed, armored figure.

"The tesseract has awakened. It is on a little world. A human world. They would wield its power..." The figure holds out the scepter.

Loki comes out from the shadows, taking the staff.

"But our ally knows its workings as they never will. He is ready to lead. And our force, our Chitauri, will follow."

Thousands of Chitauri are awaiting orders.

"The world will be his. The universe yours. And the humans, what can they do but burn?"

------------------------------------------

Everyone is evacuating at SHIELD. A helicopter lands, dropping off Maria Hill, Morgan Gallagher, and Nick Fury while Agent Phil Coulson is awaiting them.

"How bad is it?" Fury asked

"That's the problem sir. We don't know." Coulson said

The four of them enter the facility, passing fleeing technicians, taking only the essentials, "Dr. Selvig read an energy surge from the Tesseract four hours ago." Coulson said

"NASA didn't authorise Selvig to test phase." Fury said

"He wasn't testing it, he wasn't even in the room. Spontaneous advancement." Coulson said

"It just turned itself on?" Morgan asked in disbelief

"What are the energy levels?" Fury asked

"Climbing. When Selvig couldn't shut it down, we ordered evac." Coulson answered

"How long to get everyone out?" Morgan asked

"Campus should be clear in the next half hour." Coulson said

"Do better." Fury said

Hill, Fury, and Morgan continue walking down deeper into the facility, "Sir, evacuation may be futile." Hill said

"We should tell them to go back to sleep?" Fury asked

"If we can't control the Tesseract's energy, there may not be a minimum safe distance." Hill said

"I need you to make sure Phase 2 prototypes are shipped out." Fury said

"Sir, is that really a priority right now?" Morgan asked

"Until such a time as the world ends, we will act as though it intends to spin on. Clear out the tech below. Every piece of Phase 2 on a truck and gone." Fury said

"Yes sir," Hill said and then she turned to two agents nearby, "With me." She ordered

Fury, Morgan, and Agent Phil Coulson enter the radiation facility housing the Tesseract, the area cluttered with machines and people leaving.

"Talk to me doctor." Fury said

Dr. Erik Selvig appears from behind a CMS machine, concerned. The Tesseract is glowing unusually brighter and a flare of blue shoots out from it, hitting things at random.

"Director. Agent Gallagher."

"Is there anything we know for certain?" Fury asked

"The Tesseract is misbehaving." Selvig said

"Is that supposed to be funny?" Morgan asked

"No, it's not funny at all. The Tesseract is not only active, she's... misbehaving." Selvig said

"How soon until you pull the plug?" Morgan asked

"She's an energy source. If we turn off the power, she turns it back on. If she reaches peak level..." Selvig said

"We've prepared for this doctor. Harnessing energy from space." Fury said

"We don't have the harness. Our calculations are far from complete. Now she's throwing off interference, radiation. Nothing harmful, low levels of gamma radiation." Selvig said

"That can be harmful. Where's Barton?" Fury asked

"The Hawk? Up in his nest, as usual." Selvig said

Clint Barton, dressed in black tactical gear, is up on the railings watching them below. Fury calls Barton on his earpiece.

"Agent Barton, report." Fury said

Barton rappels down from the catwalk, and walks up to Fury. They both walk around the bottom of the facility in a discreet manner.

"I gave you this detail so you could keep a close eye on things." Fury said

"Come on Fury, you know he sees better from a distance." Morgan said

Clint smiles at her.

Fury ignores Morgan's comment, "Are you seeing anything that might set this thing off?" He asked

"Doctor, it's spiking again." A NASA scientist said

"No one's come or gone. It's oven is clean. No contacts, no I.M.s. If there was any tampering, sir, it wasn't at this end." Clint said

"At this end?" Fury asked

"Think about it, Fury, the cube is a doorway to the other end of space, right? The doors open from both sides." Morgan said

Dr. Erik Selvig types on his keyboard and the monitor flashes. Suddenly, the Tesseract thunders and shakes the entire facility. Both Agent Coulson nearby, and Maria Hill topside, feel the tremors. The cube glows brighter and emits a ring of light, and builds like a beam, similar to the Bifrost bridge. The power hits the edge of the platform, and begins to form a vortex, which becomes a portal. Space appears through the portal, and a gust of blue energy knocks people back. The cloud shoots to the ceiling, and the portal on the platform opens up as Loki steps through. The portal vanishes, and Loki grins at everyone, holding his spear. He frowns as he sees them looking at him.

Morgan pulls out her gun and points at Loki, "Sir please put down the spear." Morgan said

Loki smiles at Morgan before he responds by firing a blast of blue energy from his spear, while Barton narrowly tackles Fury and Morgan out of the way. Everyone shoots at Loki, but the bullets deflect off of him. Loki immediately takes down everyone shooting at him easily, with knives and energy blasts from his sceptre. He pauses, grinning, and looks to who will attack him next. Barton attempts to attack him, but Loki grabs his wrist, disarming him.

"You have heart." Loki said

Loki places the tip of the spear against Barton's chest. Barton's eyes glow black, and he stops resisting.

"Clint no!" Morgan yelled

Loki begins controlling other agents around the room. Fury sneaks up, grabs the Tesseract, and places it in a briefcase, trying to sneak out.

"Please don't. I still need that." Loki said

Fury turns to face Loki, "This doesn't have to get any messier."

"Of course it does. I've come too far for anything else. I am Loki of Asgard, and I am burdened with glorious purpose." Loki said

"Loki? Brother of Thor?" Selvig asked

"We have no quarrel with your people." Fury said

"An ant had no quarrel with a boot." Loki said

"You planning to step on us?" Morgan asked

"I come with glad tidings, of a world made free." Loki said

"Free from what?" Fury and Morgan said in unison

"Freedom. Freedom is life's great lie. Once you accept that, in your heart..." Loki turns to face Selvig who's standing behind him and places his spear against Selvig's heart. Selvig's eyes glow black, "You will know peace."

"Yeah, you say peace," Morgan grips her weapon tightly as she moves closer to Fury, "I kind of think you mean the other thing."

From the vacuum chamber ceiling, the Tesseract's energy cloud rapidly builds into what may be an implosion.

"Sir, Director Fury and Agent Gallagher are stalling. This place is about to blow. Drop a hundred feet of rock on us. They mean to bury us." Clint said

"Like the Pharaohs of old." Fury said

"He's right. The portal is collapsing in on itself. You got maybe two minutes before this goes critical." Selvig said

"Well then." Loki looks to Barton, who without hesitation shoots Fury, who falls to the ground.

"FURY!" Morgan yelled in shock

"Grab the girl," Loki orders Clint. Clint grabs the suitcase and hands it to Dr. Selvig. He walks over to Morgan and grabs her by the arm.

"Let me go!" Morgan yelled. She tries to break free from Barton's hold but his grip was too tight on her and they leave the lab with Loki, Selvig, and the other controlled SHIELD personnel.

The controlled SHIELD personnel are gathering weapons and getting ready to leave the facility. Agent Hill watches in confusion.

Barton points to Loki and his team, "Need these vehicles."

"Who's that?" Hill asked in confusion

"He didn't tell me." Clint said

Agent Hill eyes them suspiciously as they get into a truck and begin to drive away.

Fury grabs a walkie talkie, "Hill, do you copy?"

Loki and his crew look back at Agent Hill.

Back at the lab, Fury is sitting up, pulling the bullet out, and breathing hard, "Barton has turned and he's taking Morgan..."

Maria turns around and shoots Barton, who is already shooting at her, and they drive away while she takes cover, still firing at them.

Fury runs out of the lab, holding his side, "He's got the Tesseract and they're taking Morgan! Track it down!"

The energy discharge from the Tesseract is building up on the ceiling, rumbling and growing recklessly, destroying structures and cracking the walls.

Maria Hill jumps into a Jeep and takes chase on Loki and crew. Several other trucks begin to attack Loki's truck as well, and Loki releases a blast of energy, obliterating SHIELD trucks and causing a blockage in the tunnel. Agent Hill is forced to keep distance in her pursuit.

Down below, Fury is racing against the clock as pipes burst around him. The walls are cracking, and the facility is suffering an internal earthquake.

Agent Coulson is grabbing cases, and trips down the stairs while the ground shudders. Others with him drop cases full of information and equipment.

"No! Leave it!" Coulson yelled

They all leave the cases behind and leave the lab running.

Barton and Agent Hill are caught in a truck race, where she pulls in front of him to try and block him. He responds with firing at her at close range, which causes Agent Hill to shoot out her own windshield to try and hit him.

Agent Coulson and his group take a Jeep and evacuate as well.

"You're clear, sir! You need to go!" Coulson said in his walkie talkie

Fury runs across the tarmac to a helicopter. The ground gives way seconds after the helicopter leaves the ground, falling into a sinkhole.

Still racing down the tunnel, Agent Hill and Barton are locked in combat. A blast wave from the Tesseract causes the tunnel to collapse partially. One of Loki's trucks makes it out, but Maria's truck is stuck.

"Hill!" Morgan yelled

The Tesseract's energy cloud now shrinks into a small ball of white light, hovering in the air. In a flash of blue light, the facility is consumed along with its surroundings.

While they were focused on Fury, Morgan uses this opportunity to escape. She kicks the door open causing Clint to turn around.

"Hey!" Clint yelled

Morgan takes out her knife and uses it to stab the soldier holding onto her and dives out of the truck and she lands on the ground unconscious.

Fury watches from below as a rapid build up into an implosion.

"Morgan!" Fury yelled worriedly

Several miles away, Agent Coulson's van jolts from the blastwave on the horizon behind them.

The entire facility implodes with terrifying magnitude, and the implosion rocks the ground.]

Maria Hill is stuck, her jeep behind as the full force of the blast tears down on the tunnel, covering herself by being inside of the jeep, light from the night spilling in close by.

Barton's truck drives away, but Fury's helicopter hovers over it, and Fury opens fire with his pistol. Loki, in a fit of rage, fires an energy blast at the helicopter. The helicopter is skimmed my the blast, but catches fire. He jumps out of the flaming helicopter seconds before it hits the ground and shreds itself into debris. Fury stands back up, dazed, and shoots at Loki, but they're too far away.

"Director? Director Fury, do you copy?" Coulson asked

Fury runs over to Morgan to check for her pulse and he takes a sigh of relief when he found a pulse, "The tesseract is with the hostile force. I have men down and Morgan is unconscious but she's still breathing. Hill?"

Hill climbs out of the wreckage of her jeep, "A lot of men still under, don't know how many survivors."

From the ground, Fury surveys the wreckage, "Sound the general call. I want every living soul not working rescue looking for that briefcase."

"Roger that." Hill said

"Coulson, get back to base. This is a Level Seven. As of right now, we are at war." Fury said

"What do we do?" Coulson asked

Nick Fury looks up, a thought on his mind.