"THE AVENGERS" (2012)

Marvel’s THEAVENGERS

Written By

Joss Whedon

Story By Zak Penn andJoss Whedon

Based on the characters appearing in the comic books

Published by MARVELComics

Space, a floating staircase among the rocks...THE OTHER speaks to a DISEMBODIED FIGURE in a chair.

THE OTHER hands LOKI a scepter with a glowing blue gem...

The CHITAURI put on their face mask and get ready.

A 3d model of the Tesseract, we move inside it slowly

A helicopter SPEEDS over this mountain at high-speed. The CAMERA pans up over the mountain and we see...

This base is grand beyond belief. There is a frantic evacuation in progress. AGENTS, SCIENTISTS, and PERSONNEL rush around the base frantically.

A man flushes people by. The sign on the building reads:

JOINT DARK ENERGY MISSION; WESTERN DIVISION; PROJECT PEGASUS, NASA SPACE RADIATION FACILITY, S.H.I.E.L.D ACCELERATOR TEST FACILITY

Security Guards direct traffic. SHIELD agents assist people, some stuff the trunks of their cars and leave the campus.

CONTINUED: (2) 2.

The helicopter slows above a-

There is a man in suit waiting. This is AGENT PHIL COULSON.

ON THE CHOPPER: The door slides open. Out comes a female, this is AGENT MARIA HILL. Following behind her is NICK FURY.

Fury and Hill walk over to Coulson.

An elevator rushes down. It’s going fast.

Coulson, Fury, and Hill make their way through the crowds of evacuating personnel.

CONTINUED: (2) 3.

Fury and Hill continue on as Coulson turns around and heads the other way.

Fury and Hill make their way down to the lower levels.

CONTINUED: (2) 4.

Fury enters the Tesseract room.

Fury makes his way over to ERIK SELVIG.

CONTINUED: (2) 5.

CLINT BARTON, also known as HAWKEYE, is on a balcony, observing the lab.

Barton zip-lines down a rope.

Fury and Barton walk together toward the Tesseract machine.

A NASA SCIENTIST calls for Selvig.

Barton and Fury step onto the platform, in front of the Tesseract machine.

While Barton is talking Selvig walks over to the computer where the NASA SCIENTIST is. He looks concerned and worried.

CONTINUED: (3) 6.

The Cube sparks.

It sparks again.

Coulson stands. The grounds of the campus shakes. He grabs the truck.

Hill turns and looks around her, hearing a creaking noise as the building shakes.

The Cube sparks some more, bigger each time. A beam of energy which opens into a portal. There is an explosion.

A could from the beam floats to the top of the chamber. On the platform is LOKI, God of Mischief and Lies, kneeling. Several GUARDS move in slowly.

TIGHT ON LOKI: He looks up, grinning menacingly. She stands.

DOLLY IN: Fury and Barton stare in shock.

ON SELVIG: He is in awe and horror.

Loki looks around. Fury is ready to act.

Loki looks at his scepter then fires a stream on blue light from it. Barton pushes Fury out the way. The guards open fire. Loki jumps at them, firing more energy and fighting. Shooting scientists and agents. Barton moves towards him but Loki grabs his arm.

CONTINUED: (2) 7.

Loki touches the tip of the spear to Barton’s chest and his eyes become ice blue. He puts his gun away. Loki moves to another agent and does the same as he’s done to Barton.

Fury pulls the Cube from the machine it was in and shuts it in a briefcase, then moves to leave.

Selvig, checking the pulse of NASA SCIENTIST, hears and approaches.

Loki turns and places the spear tip on Selvig’s chest.

-you will know peace.

Barton sees the Tesseract portal cloud, brewing and moves to Loki.

CONTINUED: (3) 8.

Barton quickly draws his gun and shoots Fury, who drops the case. Barton picks up as he, Loki, Selvig and another agent leave the room.

Barton and the others walk under the closing gate. Hill comes out from the back room.

The roof is slowly crumbling. Loki gets onto a SHIELD pickup truck. Selvig enters the passenger seat, holding the case.

Barton pulls his gun and fires at Hill, who rolls behind the back room wall and returns fire. Barton enters the driver’s seat of the pickup and drives off with Loki is in the bed.

Fury stands up and rushes out as the Tesseract cloud gets bigger and bigger above him. The lab is getting destroyed.

Hill throws her radio into the front seat of a SHIELD jeep. She jumps in after and speeds away, trying to catch up with Barton.

SHIELD cars are chasing Barton’s pickup. Loki fires a beam from his spear, flipping the car over on its head -- blocking the pursuing vehicles and fleeing cars.

The portal begins to collapse as Fury tries to escape. Falling debris misses him by a few inches.

Coulson is assisting evacuation, supervising guards as the wheel crates. An explosion rocks the building. They all fall as the roof dissolves faster. The four guards try to pick up the case-

Barton speeds up because he’s coming up on an intersection. Hill comes speeding out of the right tunnel, she spins the jeep around -- coming face to face with Barton, who shoots through his window. Hill returns fire -- firing through the windshield.

Coulson and the guards climb into the canopy of the truck.

Fury runs through the front door of a building and into...

The last waiting chopper, which takes off as the ground beneath begins to crack up.

Barton fires at Hill one more time. She fires back, finally Barton gets the upper hand and swings in front of Hill -- cutting her off. She turns he jeep around and continues to speed behind them.

Fury’s chopper is in the air, the ground begins collapsing.

The Tesseract portal cloud explodes.

The entire base explodes and crumbles in on itself -- sinking into the underground. Fury watches in horror from his chopper window.

The ceiling of the tunnel falls, trapping Hill and other agents underground. Loki looks at the exit to see if they will make it out.

Coulson and the others in the canopy stare at the ground behind their truck -- the ground is still collapsing, seconds behind there vehicle, they get away in time.

Loki and the others escape the tunnel seconds before the exit is covered up by the fallen ceiling. As they drive along, Fury’s chopper chases them. Barton drives frantically as Fury shoots at them from the sky.

Loki blasts the helicopter and Fury jumps to the ground as it crashes, he continues to fire as the truck drives off in the distance. He stands.

BEGIN INTERCUT: FURY / TRUCK CANOPY / UNDERGROUND TUNNEL

CONTINUED: (2) 12.

Fury thinks, as the CAMERA GOES TIGHT on him.

TITLE CARD: Marvel’s THE AVENGERS

A train speeds by. CAMERA PULLS through the warehouse window and MOVES UP to the third floor where NATASHA ROMANOFF aka BLACK WIDOW, is tied to a chair. A man slaps her. She screams.

TALL THUG walks over to Natasha and leans the chair over a pit. She becomes scared.

CONTINUED: (2) 13.

TALL THUG grabs her jaw and forces it open as Luchkov walks to the table behind him.

Luchkov picks up a tool of the table and plays with it.

...You may have to write it.

Suddenly a phone rings. WEASELLY THUG answers his phone.

Luchkov takes the phone.

CONTINUED: (3) 14.

Luchkov hands the phone to Natasha, who balances it on her shoulder.

(over the cell) We need you to come in.

Natasha gives Luchkov a look.

BEGIN INTERCUT: COULSON / NATASHA

Luchkov moves in for the cell phone. Natasha kicks him between the legs and headbutts him. WEASELLY THUG swings his fist at her and she kicks him back. TALL THUG runs up and she spins around -- and the chair legs hit him.

WEASELLY THUG jumps to his feet. Natasha rolls with the chair and drops the legs on his feet. She whips her head at him and hits him in the nose then trips him.

As she fights the TALL THUG, Coulson listens to the fight over the phone. He stands quiet -- waiting as he hears the groaning, kicking, and punching.

CONTINUED: (4) 15.

Natasha spring boards off TALL THUG’s back, somersaults, and breaks the chair on WEASELLY THUG. TALL THUG grabs her and Natasha bends his hand then hits him with the chair leg. She does a front dropkick against TALL THUG then pushes herself off the ground with both hands.

She runs toward TALL THUG, who is out of breath, and flips him with her thighs. Luchkov stands and she swiftly walks over to the chain hanging from the ceiling. As he approaches she hits him with it, wraps one leg in it, and throws him into the pit. She leaves him upside down and picks up the cell and her high heels.

Coulson is looking at a screen that’s playing a video of Hawkeye & Black Widow in Budapest.

We’ll brief you on everything when you get back.

Coulson is handed a folder. He walks down some stairs as he talks.

But first, we need you to talk to the big guy.

END INTERCUT

Natasha stops in her tracks, shocked at what Coulson has just said.

CONTINUED: (5) 16.

A YOUNG GIRL sprints across a busy street. She runs through a crowd of people, rushing down an busy alleyway. She runs into a house and up the stairs.

CALCUTTA WOMAN approaches her. BRUCE BANNER, the alter ego of the Incredible Hulk, is treating the ill in the b.g.

Banner hears and moves over to the YOUNG GIRL. He kneels before her.

Banner points to the people in the house that are sick. YOUNG GIRL nods and holds up a wad of cash.

YOUNG GIRL is rushing to reach the shack but Banner, a little suspicious, grabs her -- slowing her down. A truck drives by very slow, Banner glances at it as it passes.

Banner and the girl rush across the dirt road. The YOUNG GIRL sprints into the shack and Banner follows slowly.

Banner enters in time to see her escape through the window. He’s been ditched and he realizes he’s been set up.

Natasha reveals herself to Banner from behind a curtain.

Natasha removes her scarf.

CONTINUED: (2) 18.

Banner pushes at an old wooden cradle, it creaks.

CONTINUED: (3) 19.

Natasha slides a cell phone along the table. On it is an image of the Tesseract.

It has the potential energy to wipe out the planet.

Banner puts on his glasses, approaches and picks up the touch screen cell phone.

CONTINUED: (4) 20.

Banner yells, crashing his hands down on the table. Natasha stands, pulling a gun and aims at him. He draws back, smiling.

I’m sorry. That was mean. (smiles) I just wanted to see what you’d do.

Natasha stares at him, a little teary, scared out of her mind.

Why don’t we do this the easy way where you don’t use that and the- Other Guy doesn’t make a mess? Okay?....Natasha.

Natasha lowers her weapon and speaks into an earpiece.

The horde of armed guards surrounding the shack lower their weapons.

Natasha realizes he knows and stands silent.

Fury is talking with the Council, four shadowy figures on screens.

CONTINUED: (2) 21.

STEVE ROGERS, alter ego of Captain America, is hitting a punching bag in a gym. He has several flashbacks of World War Two. During his flashbacks...

...he hits the bag harder, faster...

...he hits the bag even faster.

Steve throws the hardest punch he has left and it knocks the bag across the room. Breathing hard, Steve picks up another bag from a line on the floor and hangs it up. He begins to hit it. And-

Fury slowly approaches Steve.

CONTINUED: (2) 23.

Fury hands Steve a folder with information on the Tesseract in it.

Steve gets up, grabs his duffel bag, and another punching bag while Fury is talking.

CONTINUED: (3) 24.

Steve exits.

IRON MAN aka Tony Stark, is underwater. He attaches a device to a massive pipe. He flies up out of the water and towards the city and begins talking with PEPPER POTTS.

INSIDE IRON MAN HEADSET:

Iron Man peels around a corner, heading straight for STARK TOWER.

Stark Tower lights up.

INSIDE IRON MAN HEADSET:

Iron Man flies over a overpass & up the side of Stark Tower.

Iron Man lands on the landing pad of the tower and walks along a walkway, robotic arms deconstructing his armor.

Pepper stands in front of a holographic display, a little confused.

Tony approaches Pepper.

Tony turns off the display and Pepper and he face each other.

Pepper taps Tony’s arc reactor.

PEPPER TONY

Twelve percent? An argument can be made for

fifteen.

Pepper walks toward the living room.

CONTINUED: (2) 27.

Pepper pours champagne in two glasses.

Tony picks up his high-tech phone and holds up.

CONTINUED: (3) 28.

The elevator opens and Coulson comes out.

Security breach. (to Pepper) That’s on you!

Pepper and Tony walk over to Coulson, who is entering

Tony stares at the laptop.

Pepper swaps with Coulson -- he has with her glass and she has the laptop. She then takes Tony’s glass and passes the laptop on to him.

Thank you.

CONTINUED: (4) 29.

Coulson looks at Pepper

Which I know nothing about.

Pepper leaves Coulson at the door and goes over to Tony.

Tony gives Pepper a look.

This seems serious. Phil looks pretty shaken.

CONTINUED: (5) 30.

Tony grabs the holograms on the laptop and throws them up. Holograms fill the room, each is a article on one of the Avengers.

...this!

They both look upon the screens, observing them.

She leans in and whispers in Tony’s ear.

They kiss. Coulson looks away.

As they are talking, Tony sees the Tesseract -- It peaks his interest.

CONTINUED: (6) 31.

Pepper and Coulson board the elevator.

A jet flies over the sea at high-speed.

Steve is watching a video of the Hulk.

Coulson stands from a chair and walks over to Steve.

Rogers looks confused.

He’s like a- smart person. I gotta say- it’s an honor to meet you, officially. I sort of met you, I mean, I watched you while you were sleeping. I mean, I was, I was present, while you were unconscious from-the-ice.

Steve moves over to the cockpit and Coulson follows

(MORE)

CONTINUED: (2) 32.

Two soldiers run down a tunnel...we hear them coming. They run into the lab where dozens of men are working, including Selvig. Loki sits and watches, spear in hand. It glows and he is transported to another world.

CONTINUED: (2) 33.

The Chitauri creature lunges at Loki, hissing.

I don’t threaten. But until I open the doors, until your force is mine to command, you are but words.

Loki comes back and he flinches. He stares, mad.

A jet flies to a giant carrier in the water, it’s the SHIELD HELICARRIER in all its glory. Personnel are walking all over, some are strapping down jets and containers.

A jet lands. Coulson and Steve step out of it. Natasha walks toward them.

CONTINUED: (2) 34.

Coulson, leaves as Natasha and Steve get to know each other while walking.

They see Banner who is bumping into people while he observes the carrier.

CONTINUED: (3) 35.

There is a loud whirring and clunking sound and Banner and Rodgers make their way to the edge of the helicarrier.

Propellers begin to spin and the carrier begins to lift into the air.

Oh no, this is much worse.

The helicarrier begins ascending higher and higher.

Rogers and Banner follow Natasha into the bridge. Natasha peels away from them as they stare and observe in awe. It’s very busy, with SHIELD personnel working at stations, and communicating over earpieces.

CARRIER BRIDGE FEMALE CARRIER

TECH 1 BRIDGE TECH Maximum performance take Power plant performing at off, increase output to capacity. We are clear. capacity.

The underside of the ship appears to become coated with mirrors so it blends in with the sky.

Steve slips Fury the ten dollars he bet earlier, in regards to nothing being able to surprise him.

(to Banner) Doctor, thank you for coming.

Banner shakes Fury’s hand.

Steve stands in the b.g. confused of what’s being said. While Coulson is talking, Natasha moves over to a computer screen where we see Barton’s face trace in progress. She checks the stats.

...laptops, if it’s connected to a satellite, it’s eyes and ears for us.

CONTINUED: (2) 37.

Natasha walks over to Banner and they begin walking out of the bridge area.

Fury walks up to Hill.

Fury walks off the bridge and onto the air deck, where he looks out.

Fury looks over his shoulder.

CONTINUED: (3) 38.

Selvig is working on a machine in Loki’s hidden base.

Loki walks up.

(to Loki) Hey! This is wonderful. The Tesseract has shown me so much. It’s- it’s more than knowledge, it’s truth.

CONTINUED: (2) 39.

Selvig walks back to the machine he was working on.

Barton nods.

I am weary of scuttling in shadow. I mean to rule this world, not burrow in it.

CONTINUED: (3) 40.

Barton walks over to a small case, opens it, then takes out his bow. He flicks it open.

Coulson and Steve are standing in the bridge, just waiting. AGENT JASPER SITWELL is in the b.g. running the face trace.

Steve nods and walks off.

A busy street. Cars pull up and drop off fancy guests.

String quartet No. 13 is playing in a large ballroom filled with people talking, mingling.

Steve walks through a door and in a case is the new and improved CAPTAIN AMERICA suit. He walks over to it and stares.

Two guards outside are shot down with arrows while securing the building.

The quinjet is speeding across the cloudy skies, making its way to Germany.

Barton and some men rush over to a door with a scanner on the side. They prepare to break in.

Loki walks down some stairs from a balcony. GALA SCIENTIST is at a podium talking. Loki hits a man with his scepter, knocking him to the floor. The guests stop and stare in awe.

Loki swiftly grabs the GALA SCIENTIST -- flips him onto a statue and then uses a device to bore into his eye. The guests scatter in horror, screaming, running away as Loki smiles menacingly.

The image of the eye is transported to a similar device Barton is holding over a retina scanner. The door opens.

Barton runs in and steals takes a glass tube containing the Iridium.

People flee the gala, screaming, and Loki follows, taking on his Asgardian attire. He blasts a Polizei (police) car speeding toward him, flipping it over. He creates duplicates of himself, surrounding a mob of gala people.

The people hurry, dropping to their knees.

(walking through the mob) Is not this simpler? Is this not your natural state? It’s the unspoken truth of humanity, that you crave subjugation. The bright lure of freedom diminishes your life’s joy in a mad scramble for power, for identity. You were made- to be ruled. In the end- you will always kneel.

A German old man gets to his feet.

Loki fires his scepter but Captain America jumps in front of the man -- deflecting the beam off his shield causing it to hit Loki, who falls to the ground.

Loki rises to his feet.

-the man out of time.

CONTINUED: (2) 43.

The quinjet comes in behind Cap with Black Widow inside. A gun unfolds from the underside of the plane.

Loki fires at the jet and it banks hard to avoid it. Cap attacks Loki and the two fight. Loki knocks Cap’s shield to the side and forces him down with his scepter.

Cap jumps up and does a spin-kick to Loki’s face. The two continue to fight.

Natasha, in her Black Widow suit, is trying to figure out how to take a shot.

The computer screen shows the message ’PA SYSTEMS OVERRIDE’, and AC/DC’s, ’Shoot to Thrill’ begins to play. Natasha smiles heavily. Iron Man flies down and fires a repulsor blast, knocking Loki down.

Loki’s Asgardian garb fades away and he raises his hands.

Good move.

Cap walks over to Iron Man. The quinjet begins to land in the b.g.

CONTINUED: (2) 44.

DOLLY IN on some mountains in the distance...the quinjet speeds by.

Natasha is piloting the plane. Loki is strapped down in the back of the plane. Cap, in suit but no cowl, and Tony, in the suit but without the helmet, is standing behind the cockpit and they talking.

CONTINUED: (2) 45.

There’s a flash of lightening and a roar of thunder.

Loki leans forward, looking around.

Loki looks to the sky.

There’s a crash on top of the quinjet. Something as landed.

Tony, Steve, and Natasha look up. SHOCKED and JOLTED.

There seems to be a shadowy figure holding onto the quinjet. We make it out -- this is THOR ODINSON, God of Thunder. He is serious. There’s another flash of light.

Natasha speeds up. Steve runs for something, he grabs his cowl while Tony grabs his helmet which attaches itself to the suit. Tony pushes a button and opens the ramp of the jet.

CONTINUED: (2) 46.

Thor enters, jumping down on the ramp. He hits Iron Man away, causing him to fall on Cap. He grabs Loki by the neck and jumps out of the plane.

Iron Man begins walking to the edge of the ramp.

Iron Man flies out of the jet and Cap makes for a parachute.

Cap straps on the chute, grabs his shield, and dives out the plane, head first.

Thor and Loki crash down on a cliff. Thor throws Loki to the ground, he groans.

Thor drops his hammer, Mjolnir, and pulls Loki to his feet.

CONTINUED: (2) 48.

Loki pushes past Thor and walks away, Thor follows.

Thor summons Mjolnir and holds it ready.

You need the Cube to bring me home but I’ve sent it off I know not where.

Iron Man flies in, knocking him and Thor out of frame. Loki stands waiting.

Thor and Iron Man crash through the trees to the ground, Tony lifts his faceplate.

CONTINUED: (2) 49.

Faceplate drops.

Iron Man takes a few steps.

Tourist.

Thor throws Mjolnir, hitting Iron Man square in the chest, sending him flying, landing on his back.

INSIDE IRON MAN HELMET:

BACK TO SCENE:

Loki smirks from the cliff top as Thor summons Mjolnir then swings it in circles. Iron Man gets to his feet and fires a repulse blast at Thor, then flies at him, kicking him through a tree.

Thor stands, summoning a bolt of lightning as Loki watches in the distance. Thor sends the bolt at Iron Man.

INSIDE IRON MAN HELMET:

CONTINUED: (3) 50.

BACK TO SCENE:

Iron Man fires at Thor. The two stand ready then fly at each other, smashing through the trees and scraping up a cliff side.

Trees are toppled as they crash to the forest grounds. Thor and Iron Man stand quickly. Thor sends in a left hook so Iron Man is about to punch but Thor grabs his fist. Iron Man is about to send in his left hook and Thor grabs that too.

Thor begins to crush Iron Man’s right gauntlet with ease.

INSIDE IRON MAN HELMET:

Tony looks at the HUD which is alerting him. He groans and thinks.

BACK TO SCENE:

Iron Man lifts his palm, that is being crushed, and he fires a blast at Thor’s face -- it does nothing to Thor so he head butts him. Thor headbutts him back. Iron Man flies back, coming to a stop before launching himself at Thor.

Iron Man throws Thor into a broken tree. Thor then stands and the two go at it for a bit longer -- a fist fight. Thor summons his hammer about to slam down on the chest of Tony but Iron Man ditches, causing Thor to fall.

Behind the rising Thor, Iron Man swoops in and punches him. They get ready to sends blows at each other until Cap’s shield ricochets off both their chest.

Cap catches his shield.

He jumps down of the tree and approaches Thor and Iron Man.

Now I don’t know what you plan on doing here-

CONTINUED: (4) 51.

Thor swings his hammer back, sending Iron Man behind him.

Thor leaps, swinging Mjolnir, Cap raises the shield over his head. When the two connect there is a loud boom and a flash of light. The three are thrown backwards. They slowly get to their feet and come together.

Thor looks around.

The helicarrier flies through the clouds.

Loki is escorted down the halls by a troop of armed guards. He walks past a window -- the wishbone lab, where Banner is working. Loki smiles through the window at him. Banner removes his glasses and rubs his temples.

Loki is locked in a cylindrical glass cage. Fury walks in and over to a control panel.

Fury pushes a button and the floor beneath the cell drops away to nothing, the wind screams.

Thirty thousand feet straight down in a steel trap. You get how that works?

He pushes a button and closes the floor. He gestures first to Loki.

Ant. (gestures to panel) Boot.

CONTINUED: (2) 52.

On the glass table a monitor is up -- Loki on it, watching it is Natasha. As Loki talks she looks up at Banner. Banner looks at her, smirking about her cage comment earlier.

...A mindless beast- makes play he’s still a man...

We see Thor listen intently.

...How desperate are you, that you call on such lost creatures to defend you?

Fury moves toward the cage slowly.

...You threaten my world with war, you steal a force you can’t hope to control, you talk about peace and you kill ’cause it’s fun. You have made me very desperate. You might not be glad that you did.

Hill is watching Loki on a screen too.

...warm light for all mankind to share?

Loki faces Fury again.

And then to be reminded what real power is.

Fury smiles.

Fury exits.

The monitor on Cap’s side of the table turns off. Steve, in suit with no cowl, looks up.

CONTINUED: (2) 54.

Tony and Coulson come walking in.

Coulson peels off from Tony, who is heading over to Thor.

Means the portal won’t collapse on itself like it did at SHIELD. (to Thor) No hard feelings point break, you got a mean swing.

Thor gives Tony a look as he walks to the control panels.

CONTINUED: (3) 55.

(to SHIELD personnel) Ah, raise the mizzen mast, ship the topsails.

The personnel look at him strangely.

That man is playing Galaga! Thought we wouldn’t notice, but we did.

Standing now at the command area of the ship, Tony covers one eye.

(to Hill) How does Fury even see these?

He begins messing with the screens, sticking something to the underside of a desk.

The rest of the raw materials, Agent Barton can get his hands on pretty easily. Only major component he still needs is a power source- of high energy density. Something to- kick start the Cube.

CONTINUED: (4) 56.

Stark and Banner shake hands.

Fury enters.

The entire room goes instantly silent, staring at Steve.

(MORE)

CONTINUED: (5) 57.

The two men walk off.

ON A SHIELD WORKER: He resumes play Galaga again.

Banner and Stark are working on tracking the Cube. Banner is scanning the scepter with a device.

Stark works on a screen.

He zaps Banner in the side.

CONTINUED: (2) 58.

Steve approaches.

CONTINUED: (3) 59.

He gestures to Banner.

It’s bugging him to, isn’t it?

He gestures to Stark, who offers him a blueberry.

Even if Barton didn’t tell Loki about the tower, it was still all over the news.

Stark gives him a look.

-building in New York?

CONTINUED: (4) 60.

CONTINUED: (5) 61.

Cap exits the lab, pauses and turns, walking off in another direction.

He taps the arc reactor.

-this little circle of light. It’s part of me now, not just armor. It’s a terrible privilege.

CONTINUED: (6) 62.

Tony wipes clean the screen between them that Banner was working on.

Cap forces open the entrance to a storage room. He walks in, looking around then silently jumps up to a catwalk above.

A truck drive along. It drives into a tunnel

Selvig places the Iridium into a device by the Tesseract. He smiles.

Coulson is showing Thor an image of Jane Foster on a computer screen.

CONTINUED: (2) 63.

Coulson and Thor begins walking, through the bridge.

Thor moves over to a large window.

When I first came to earth, Loki’s rage followed me here and your people paid the price. And now again. In my youth I courted war.

CONTINUED: (3) 64.

Loki is pacing in the cell. Natasha walks up behind him.

CONTINUED: (2) 65.

Banner and Tony stare at a screen that reads "ACCESS DENIED" Tony tries to hack in again.

Hill runs over to a SHIELD Agent’s computer. A message flashes up on the screen "VIRUS DETECTED" as a result of Stark hacking their files. Fury walks over and Hill, who looks up at him.

Cap opens a container and in it is HYDRA weapons and equipment.

Loki slams his fist against the glass. Natasha jumps back.

Natasha becomes scared out of her mind.

And then he’ll wake just long enough to see his good work,

Natasha turns away from Loki in horror.

and when he screams I’ll split his skull! This is my bargain, you mewling quim!

Sounds of Natasha sobbing. Her head hangs low.

CONTINUED: (2) 67.

Natasha lifts her head and turns to face Loki -- her face is dry.

Natasha begins to exit the room.

She stops and faces Loki.

Thank you, for your cooperation!

Natasha skimmers off.

Fury enters.

CONTINUED: (2) 68.

Steve enters, and slams a large HYDRA gun on the table.

Tony turns the screen towards Fury. It shows a plan for some a missile.

What were you lying?

Thor and Natasha enter. Banner looks to her.

CONTINUED: (3) 69.

Everyone becomes hostile and begin cutting each other off.

CONTINUED: (4) 70.

Everyone begins arguing over each other.

FURY THOR

Excuse me, did we come to (to Thor) your planet and blow stuff Tis your champion. up?

FURY NATASHA

YOU’RE NOT MY CHAMPION! Are you boys really that

naive? S.H.I.E.L.D monitors potential threats.

TONY BANNER

(to Thor and Steve) (to Natasha) You furious? I’m furious. And Captain America is on

the threat poll?

NATASHA FURY

(to Banner) That’s not your concern We all are! doctor!

As they argue over one another & the scepter glows strongly.

TONY STEVE

(to Steve) I swear to God, Stark, one You’re on that list? Are more crack... you above or below angry bees?

CONTINUED: (5) 71.

TONY STEVE

You’re a threat. VERBAL SHOW SOME RESPECT. THREAT! I FEEL THREATENED!

TONY BANNER

RESPECT WHAT! (to Thor)

YEAH MAN HANDLE ME NOW, THAT’LL BE GOOD!

On a screen in the jet is Loki’s scepter. Inside men working for Loki put on masks and load weapons. Barton readies his bow.

CONTINUED: (2) 72.

The ramp opens and Barton nocks an arrow, takes aim and lets it loose. The arrow swings in the air and attaches to the side of one of the carrier’s enormous engines, flashing.

Steve smirks.

CONTINUED: (2) 73.

He stops, everyone is staring at him.

I got low. I didn’t see an end so I put a bullet in my mouth and the other guy spit it out. So I moved on, I focused on helping other people. I was good until you dragged me back into this freak show and put everyone here at risk. You wanna know my secret, Agent Romanoff? You wanna know how I stay calm?

Everyone is watching Banner, Fury and Natasha reach for their guns.

Banner looks down, surprised, to see the spear in his hand. The monitor makes a noise, signaling the Tesseract has been located. Banner puts the scepter back on the table and walks over to the screen on the other side of the room.

THOR TONY

Located the Tesseract? I can get there faster.

STEVE NOVAR

Look, all of us- The Tesseract belongs on

Asgard, no human is a match for it.

CONTINUED: (3) 74.

Stark turns to leave and Rogers holds him back.

Tony smacks his hand.

Banner sees something on the monitor.

Barton kneels down and presses a button on his bow. The arrow head explodes.

The blast destroys one of the engines.

Everyone in the lab flying in different directions. Fury and Thor fall to the ground behind a table.

Tony and Steve are blown to the entry way.

Banner and Natasha fly out the Wishbone lab and into the lower equipment room.

Pieces of flaming debris fall to earth.

Steve and Tony scramble to their feet.

Steve helps Tony up and the run out of the lab.

People are running around, yelling and grabbing guns while the monitors are beeping wildly. SHIELD Techs are panicing.

SHIELD Agents are gearing up and running to their stations.

The whole place is hectic.

An agent frantically runs down the hall, smoke is dispensing from some pipes.

Fury sits up, groaning.

Hill is standing her command area. She is looking at a screen.

Hill runs over to a bridge tech’s station.

CONTINUED: (2) 76.

Coulson runs down some steps.

Natasha’s leg is trapped under a very large pipe. She tries pulling herself painfully free. He groans in pain. He gives up. Banner is in the corner spazing out, he is fine but he is making very wired moments.

CONTINUED: (2) 77.

She looks over to Banner, who is breathing heavy, having landed hard. He is gripping the grated flooring to maintain control, but his eyes are green, his face intense.

Barton and his men have landed and are making their way across the deck and over to an air vent. Barton signals his men to kick in the vent and they do.

The grating is kicked in and the men jump down. Barton gives them orders.

Tony and Cap run through a dim, debris-filled hall.

Cap peels off as Tony approaches a tech room. Inside, Tony’s IRON MAN suit stands waiting, lit from above in all its glory.

ON BANNER’S FACE in the dim light as he struggles to suppress the rage, but his face is growing, changing slowly.

Natasha is pulling herself painfully free again, talking to Banner...

Two MAINTENANCE GUYS run in.

CONTINUED: (2) 78.

Natasha waves them away.

His voice has the change in it -- the bitter amusement is morphing to a growled threat. Banner begins to transform into the Hulk, shirt tearing, he throws himself away from Romanoff, who looks terrified, then he turns to look at her, transforming -- just as the lights go out.

The transformation completes and Banner’s alter ego, the Hulk, gets unsteadily to his feet, and roars. Romanoff wrenches her foot free and stands looking -- and the Hulk turns to look at her. She turns and runs up the catwalk stairs as the Hulk chases her.

She swings over a catwalk, and rolls under a turbine, as the Hulk tears down the stairs. Natasha jumps through small places as the Hulk grabs after her, roaring loudly. She crawls away under pipes.

In the cell, Loki hears the Hulk roaring and smiles.

Fury enters, running, yelling.

CONTINUED: (2) 79.

Steve has just arrived at the damaged engine.

Tony, in full Iron Man armor flies close to the engine.

He begins to examine the engine, his suit scanning through the different levels of machinery.

INSIDE IRON MAN HELMET:

BACK TO SCENE:

Rogers jumps and swings himself over to the control panel and opens it up while Iron Man works on the engine.

CONTINUED: (2) 80.

The place is dark. Natasha sneaks under an engine. She is hiding from the Hulk. She hears the footsteps. She pulls her gun, holding it ready and she moves out from the pips and walks.

Suddenly, the Hulk jumps at her, roaring. Romanoff fires her gun at a pipe over his head and gas shoots out. She runs along a narrow passage, the Hulk crashing through behind her. He comes up on her fast. In slo-mo he catches up to her as she is about to run off the passage -- he back hands her against a wall.

He steps towards her. Natasha is groaning, unable to move, scared. He raises a fist, about to strike, when he is tackled through a wall by Thor. They are in the...

The two roll into a docking area with planes and personnel run from the room. The two circle one another, as Natasha takes the attack in -- then the Hulk strikes, throwing wild punches as Thor ducks and weaves. Hulk brings down a fist and Thor holds it above him, on his knees.

Hulk punches Thor across the room and through a container.

Iron Man blasts away debris from the engine with his uni beam.

Cap pushes the engine control panel back in.

The CAMERA PULLS OUT a bit

CONTINUED: (2) 81.

INSIDE IRON MAN HELMET:

BACK TO SCENE:

BEGIN INTERCUT: IRON MAN HELMET / STEVE

Cap looks to his side.

(over Steve’s earpiece) It’ll slow the rotors down long enough for me to get out.

END INTERCUT

Rogers makes his way over to the lever.

Thor flies in some stacked containers. He slides across the floor on one knee and one leg out. He wipes a little blood from his nose. The Hulk roars and Thor looks up, grinning, and raises his hand.

Mjolnir comes flying through the docking area and Thor catches it just as the Hulk charges through and hits him on the jaw -- sending him into a plane.

CONTINUED: (2) 82.

Hulk get up and rips the wing off the plane, flinging it at Thor, who ducks, causing the wing to hit a jeep. Thor throws Mjolnir. The Hulk catches the hammer but is pulled backwards. He tries to lift the hammer but cannot. Thor picks it up and wraps his arms around the Hulk’s neck. Hulks tries swinging Thor off.

Fury is at the controls and Hill is walking across the room.

Hill nods and walks up and signals some agents. A small device rolls over to their feet.

The device explodes sending agents flying. In the smoke, Loki’s men enter, guns at the ready. Fury knocks one out, using his gun to shoot at another. While he is taking care of a third, a forth man enters and is about to fire when Hill shoots him in the head. She is pissed and bleeding.

Coulson makes his way over to the armory door. Over the intercom...

Coulson pushes down on a switch and scans his eyeball.

Hulk and Thor crash through the floor of the Wishbone lab. Thor lays on the ground, he looks up, and Hulk grabs him by the throat.

Fury, Hill, and other agents are shooting toward Loki’s men. The place is chaotic. BrigeTechs are taking cover and hiding from gunfire. Over the intercom...

CONTINUED: (2) 83.

A fighter jet is slowly pulling up to the helicarrier.

The jet flies to where Hulk and Thor are fighting, seemingly evenly matched.

He fires his guns toward Hulk. The barrage of bullets bounce off of Hulk. He roars, running at the window. Hulk crashes through it, leaping at the jet.

Target angry. Target angry.

Hulk lands on the nose of the jet and tears at the metal as it swerves in the air. The pilot tries to eject himself but the Hulk grabs him and throws him off to the side. The pilot’s parachute opens and the plane explodes, sending Hulk plummeting to the earth.

Iron Man saws off pieces of debris with a laser. He jumps on them, knocking them off the rotors.

CONTINUED: (2) 84.

A pair of Loki’s men engage, one throws a grenade. Cap jumps into the air and slaps it away. He land back on the carrier and fights them off, standing close to the lever. He ends up throwing one of the men off the carrier.

Cap jumps onto a catwalk, picks up a machine gun, and begins firing at the last man.

Fury is still shooting at the enemies.

Barton fires arrows from above and they explode. He fires another which hits the control panel. Fury sees him and begins to shoot, while the arrow, having hit a plug, hacks the helicarrier systems, causing a second engine to malfunction, it’s dead.

The helicarrier tilts dangerously. Everyone in the bridge begins rolling.

Natasha sits in the carnage of the Hulk’s rampage, shaking. She slowly lifts a hand to her earpiece.

Natasha staggers to her feet. Ready.

Iron Man is trying to push the rotor.

INSIDE IRON MAN HELMET:

BACK TO SCENE:

Iron Man flies in between the rotors and begins to push, slowly picking up speed as sparks fly.

Cap is forced over the edge by a gunman and falls -- almost dropping off the carrier, hanging on by a wire.

Thor runs into the room where Loki’s contained. He sees the door slide up and runs over to Loki, only to go straight through him. Loki reappears behind him and closes the door, locking Thor inside.

Barton is walking along a passage catwalk. Natasha appears behind him and he quickly turns and shoots a bow, which flies by her. She pushes his hand.

He charges her and she kicks him, then rolls underneath some pipes -- popping up on the other side of the catwalk, kicking him in the knee. He shoots another arrow, which she dodges by dropping across to the next passage. Barton follows her.

They fight along that catwalk. The fight is very even. Barton tries hitting her with the bow and she pulls on the string. They fight some more, headbutting and punching. They both pull daggers.

Thor his the cage with his hammer, the cage cracks but it begins to shake off the bolts and shudders.

Loki moves to open the chute beneath the cell, dropping Thor to, what for any regular person, would be certain death. Coulson suddenly appears, wielding a large prototype Phase Two weapon.

Loki steps back from the panel. Coulson gestures to the gun.

Do you like this? We started working on the prototype after you sent the Destroyer. Even I don’t know what it does. Do you wanna find out?

Coulson prepares to fire the weapon when Loki disappears, reappearing behind him and thrusting the point of his spear through Coulson’s chest. He yells and drops to the floor.

Loki returns to the panel, opening the chute and pressing the button which sends the cell, and Thor, falling from the ship.

Natasha and Barton are still fighting. Natasha grabs Barton arm and thrusts it back. He groans as he throws the dagger to his free hand. Natasha grabs that hand too but he hoists her against a wall.

Barton grabs Natasha’s hair and pulls, exposing her neck to his dagger. Romanoff sinks her teeth into his arm and he lets go, trying to force her down when she spins, throwing Barton into the railing. He falls to the ground, groaning, then looks up.

She sends him a left hook.

The cell is still dropping, flipping all over the place.

Thor trying desperately to break free from the cell, swinging Mjolnir at the glass sides as he plummets, twisting and turning, through the air. He braces himself against a wall and launches across the space, crashing through the glass and just before the cell slams into the ground.

Thor crashes into a field like a meteorite.

Coulson is slumped on the floor and Loki turns to leave.

Coulson fires the weapon, which shoots a blast of fire similar to that of the Destroyer, sending Loki flying through a wall.

Fury is working the controls.

The helicarrier is still falling. Iron Man is attempting to kick start the engine by manually moving the huge rotors. He is pushing the blades, flying faster and faster until they start spinning on their own and the ship levels off.

INSIDE THE HELMET:

INTERCUT: CAP / IRON MAN HELMET

Cap still hangs from the side of the ship by a power cord.

Cap hauls himself up.

END INTERCUT

Iron Man is pushed back up against one of the rotors, now spinning too fast for him to escape.

INSIDE IRON MAN HELMET:

BACK TO SCENE:

Iron Man is sucked into the blades and is spun wildly around before Cap manages to pull the lever and he is able to fly out. He manages to right himself and flies back to the ship, taking out the gunman shooting at Cap.

A jet takes off. Inside it is Loki, who is smiling and watching the carrier.

Coulson, slumped on the floor with the gun in his lap. Fury enters and kneels down by him.

His breathing halts and Fury stands to let the medical team through. He leans against the railing.

Hill is having a head wound tended to.

Hill pushes the doctor away.

Natasha stands on the catwalk as Barton is dragged away by some agents. She listens intently.

Tony and Cap stand together by the engine, quietly listening.

Steve, Tony, and Fury are gathered at a table. Hill stands to the side. Fury pulls a handful of cards out.

Fury scatters them on the table. Some are wet with blood.

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. Think I had that coming.

Fury begins to make his way around the table to Steve and Tony.

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.

Fury reaches a chair between Tony and Steve

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 stands and walks out.

Well, it’s an old fashioned notion.

Thor is making his way over to Mjolnir. He hesitates to pick it up, fearing he is not worthy. He clenches his fist.

Banner wakes, naked, in a pile of rubble. There is a SECURITY GUARD standing over him.

SECURITY GUARD throws Banner a some clothes, which he begins to pull on.

didn’t think those would fit you until you shrunk down to a regular size fella.

CONTINUED: (2) 92.

Banner steps down from the pile of rubble in the warehouse, pulling on the shirt.

The Security Guard looks at him.

Yes.

The Security Guard gestures Banner to follow him.

They walk out the doors.

CONTINUED: (3) 93.

Me? I’m here is Jersey where I can’t do much of either. And since I’m not likely to move on from this placement, you may as well- pilfer my ride.

The Security Guard gestures to an old motorcycle.

Barton is strapped to a hospital bed. Natasha sits by him as he strains against the bonds, breathing hard and shaking his head.

CONTINUED: (2) 94.

Natasha begins to remove the strap restraints.

Natasha, how many agents?

Natasha walks to the door.

CONTINUED: (3) 95.

Tony stand over looking where the cylindrical glass cage used to be. Steve enters the room.

Tony and Steve slowly move toward each other.

CONTINUED: (2) 96.

Tony looks down at the place Coulson fell, there is a dent in the wall.

Selvig is setting up the device to open the portal.

Barton is in the restroom and Natasha it sitting on the bed. Steve is suited up, he enters. Natasha stands.

Barton enters from the restroom, drying his hands.

Cap looks at Natasha, who nods.

SERIES OF SHOTS:

A) In the field, Thor lifts Mjolnir to the skies.

B) Cap straps his shield onto his back.

C) Barton puts on his quiver.

D) Natasha powers up her Widow’s Bite. Her bracelets light up.

E) Tony is in a workshop making repairs to his helmet. Agents walk by in the background. The helmet lights up.

F) Thor summons a bolt of lightening. The field grows dark, with clouds. His armor slowly begins to fly on.

CONTINUED: (2) 98.

G) Barton and Natasha walk side-by-side behind Captain America, who is leading them through the lower hangar bay. They’re all ready to kick butt.

H) Thor’s armor finally gathers.

END OF SERIES OF SHOTS

Cap, Barton, and Natasha walk onto the jet.

Fury is holding Coulson’s cards, over looking the air deck. Hill walks up behind him.

He sees the quinjet and Iron Man take off towards the city.

Iron Man is flying toward the city, his suit is losing power. He continues to make his way to Stark Tower.

Selvig, still under the control of Loki, is ready to activate the device he created with the Tesseract. Iron Man slowly reaches.

He fires at the barrier around the device, but the Tesseract deflects it, sending the energy outwards, knocking Selvig out and Iron Man back.

Iron Man looks down to see Loki on the platform outside the penthouse.

I’m beat.

INSIDE IRON MAN HELMET:

BACK TO SCENE: Tony lands and as his suit is deconstructed, he walks through into the tower penthouse, watching Loki carefully. Loki walks in as well.

Inside the tower, Loki walks forward as Tony goes behind his bar.

CONTINUED: (2) 101.

Loki turns away and Tony slips a pair of bracelets onto his wrists.

A super soldier, a living legend who kind of lives up to the legend; a man with breath-taking anger management issues; a couple of master assassins, and you, big fella, you’ve managed to piss off every single one of them.

Tony begins to walk to the center of the penthouse where Loki is.

Loki walks over to Tony, pointing his scepter.

Loki walks up to Tony, and places the tip of the scepter over his heart. It clinks against the arc reactor.

This usually works.

CONTINUED: (3) 102.

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

JARVIS, anytime now.

Loki grabs Tony again.

Loki sends Stark crashing through the window, and plummeting toward the ground.

Behind Loki, the Mark Seven suit goes rocketing past and out after Stark....

It catches up to him and, locking on to the bracelets, attaches to him and unfolds to a full suit. Tony manages to stop his fall moments before he hits the ground and flies back up to Loki at the window.

Iron Man fires a repulsor blast at Loki and he is knocked down. Meanwhile the device has powered up and shoots a stream of blue energy at the sky, which opens into a portal where the Chitauri army waits. The hoards of aliens begin to fly through.

INSIDE IRON MAN HELMET:

Iron Man speeds towards the incoming army, shooting at them. The Chitauri fire back at him. He fires more blasts, spinning out the way, dodging the exploding debris.

Iron Man continues flying higher. BAM! He is hit by a Chitauri hovercraft. He rights himself and releases mini-missiles at the Chitauri, blowing them up.

The citizens get out of their taxis and vehicles, looking to the sky. They run for their lives as the Chitauri come toward them -- blowing up cars, buildings, and the streets.

The Chitauri fire at the restaurant. WAITRESS and her co-workers are left outside, they duck and take cover from the shots. When they get the chance, they take off inside the cafe.

WAITRESS, her co-workers, and customers look out the window at the destruction that the aliens cause.

Loki walks out on the pad, his Asgardian armor materializing as he looks out over the chaos below. Suddenly, Thor lands lower on the platform.

Loki leaps at Thor and the two begin to fight, a blast from Loki’s scepter sending one of the letters of STARK falling to the ground.

Civilians are running for their lives, screaming. Several police cars show up. POLICE SERGEANT and YOUNG COP step out of their car where they look up at the Chitauri.

The quinjet flies toward Stark Tower, which is beaming the blue stream to the sky.

INSIDE IRON MAN HELMET:

Iron Man flies fast, leading a troop of Chitauri, past Stark Tower -- where Thor and Loki are still fight each other.

He flies around the building, takes a sharp turn -- causing some of the troop to crash.

Barton and Natasha are piloting the plane. They release the canon gun. Iron Man flies past them at high-speed and they release continuous fire at the troop of Chitauri in front of them. They fly through the smoke and up to Stark Tower.

INSIDE IRON MAN HELMET:

The quinjet comes around a building, blasting the army who are firing at them. One of the wings are grazed by Chitauri gunfire. They slow as the come to....

Thor smashes Loki’s head into a glass on the catwalk of Stark Tower. They still fight.

INSIDE QUINJET COCKPIT:

BACK TO SCENE:

Loki spots the jet. He throws Thor to the floor, then blasts one of the jet’s rotor blades with his scepter -- it catches fire. Thor sees, angry, charges Loki and tackles him as the quinjet falls to the ground. Loki and Thor throw punches.

INSIDE THE QUINJET:

Natasha and Barton hold on for their dear lives. Cap grabs a hold of the roof as the plane grazes buildings and crashes to the street.

Natasha and Barton remove their headsets, open the ramp, and Cap and them exit the jet.

They run onto the overpass, looking up at Stark Tower. They freeze as they see a giant armored Leviathan -- a warship of the Chitauri, flies through the portal with more warriors.

They warriors jump onto the side of buildings and into the buildings where they shoot civilians.

INSIDE IRON MAN HELMET:

CONTINUED: (2) 106.

BACK TO SCENE:

Iron Man flies after the Leviathan.

JARVIS, find me a soft spot.

The Leviathan tears through buildings, roaring.

Thor holds Loki down and gestures to the chaos in Manhattan below them.

Loki pauses, then slips a knife into his hand and stabs Thor.

Thor gets back up and lifts Loki, then drops him. Loki rolls himself off the edge of the building, only to land on one of the flying Chitauri crafts. He flies off with a troop of Chitauri.

Barton and Natasha are crouched behind a taxi cab. Cap runs over.

Loki flies over them on the flying crafts.

CONTINUED: (2) 107.

CUTAWAY TO STREETS: Loki and his following troop blowing up the streets. A JAPANESE FAMILY runs away as they are almost shot.

A flying craft flies through a Dr. Pepper truck.

Loki and the troop come to a busy street -- the one where the YOUNG COP and POLICE SERGEANT are at -- and blow up cars. The police and civilians run for their lives.

BACK TO OVERPASS:

They’re fish in a barrel down there.

Natasha stands and fires both her guns at an incoming group of Chitauri.

Barton grabs a arrow and shoots it, hitting one alien in the head, the arrow quickly separates into more arrows, killing three Chitauri aliens.

Cap leaves the other two fighting and jumps off an overpass, rolling onto a bus and into the street.

Barton helps people off a bus as Natasha shoots her pistols at Chitauri. He runs over to Natasha and begins releasing arrows as she shoots.

Cap runs through the street towards a group of police shooting at Chitauri. He is running and jumping off cars.

The two duck to avoid a Chitauri blast.

Cap jumps down on the car in front of them.

Two Chitauri warriors attack Cap, he fights them off easily then turns back to the two men. The two cops stand shock. The POLICE SERGEANT reacts and walks back to his men.

CUTAWAY TO IRON MAN:

Iron Man fires a stream of ammunition at the Leviathan, which turns to follow him.

CONTINUED: (2) 109.

INSIDE IRON MAN HELMET:

BACK TO IRON MAN:

Stark flies off and the Leviathan follows him.

Barton and Natasha are fighting warrior up close. Barton trips one with his bow. He pulls an arrow and stabs it. Natasha is using her Widow’s Bite on a warrior as she sits on his neck.

Natasha picks up a Chitauri weapon and is using it to fight off the warriors. One warrior tries to slice her head off and she slides, dodging it. She jumps to her feet and hits it in the head with the sharp part of the weapon.

Barton knocks over another warrior. He grabs an arrow and shoots behind himself, killing another warrior. He marches over to another Chitauri and battles him. Meanwhile Natasha is taking on three warriors by herself. She shoots one, then spins around and stabs one in the neck.

Barton is tackled to the cement by a warrior. He groans and stabs one with a arrow, then throws the warrior to the ground. Out of nowhere, another Chitauri attacks him and kicks him onto the trunk of a cab.

Natasha stabs a warrior with the Chitauri weapon. She hits the other over the head. She spins to her knees, aims in one direction, and fires. Another Chitauri charges, she spins the weapon in that direction and fires. She continuously fires as Barton fights more aliens in the background.

Barton’s head is slammed into the roof of a car. He is then thrown to the ground by a warrior. He’s tired, but he continues to fight.

Natasha takes on two more Chitauri. They back her onto a taxi cab. They hit after her but she moves her head out of the way. She gets her footing, and tries to hit them with the weapon but a warrior grabs it and throws her feet into the air. She lands on the car and screams in pain, breathing heavily.

CONTINUED: (2) 110.

Barton shoots more warriors around them, they are becoming overwhelmed but they keep on. Natasha regains her strength, runs to the aid of Barton by firing at Chitauri as he slides and shoots at Chitauri. Natasha and Barton are becoming surrounded by Chitauri and Cap rejoins them -- hitting Chitauri out the way. Thor drops down from the tower and kills Chitauri with a bolt of lightening.

He stops, seeing Banner arrive on a motorbike. Cap and the others walk over and Banner dismounts, surveying the damage.

CONTINUED: (3) 111.

INSIDE IRON MAN HELMET:

BACK TO SCENE:

Iron Man flies around a corner and towards the group, followed closely by the Leviathan.

Iron Man draws the creature low and it skims the road. Banner turns an begins to walk away, towards the Leviathan.

Banner transforms into the Hulk and punches the Leviathan, smashing it into the ground.

Iron Man blasts a missile at the creature and it explodes. Barton ditches. Thor stands taking the blast. Cap shields Natasha. The Chitauri cry out.

CONTINUED: (4) 112.

360 spin: The Avengers stand in a circle, Hulk roars, Hawkeye nocks an arrow, Thor readies Mjolnir, Black Widow loads her gun, Captain America stands ready and Iron Man hovers above them, landing next to the Hulk.

Loki looks down from above.

The Avengers look up, watching as more Leviathans and hundreds of warriors fly through the portal.

Iron Man grabs Barton and flies him up to the top of a building, then flies off.

Thor swings Mjolnir, flying off.

CONTINUED: (5) 113.

Hulk turns around facing Cap, who points at him.

Smash!

Hulk grins, then leaps off, taking out dozens of warriors that are on the sides of the buildings -- grabbing them, smashing them, throwing them.

Hulk leaps across the air and slaps a flying craft out of the air.

Thor lands at to the top of the Chrysler building and summons a bolt of lightning. He sends it shooting out towards the portal, taking out warriors and Leviathan.

Fury is at his command center watching the news footage. Hill approaches Fury.

Barton atop a building, fires relentlessly at Chitauri.

A troop of Chitauri warriors are following Iron Man as he flies above the streets.

INSIDE IRON MAN HELMET:

BEGIN INTERCUT: BARTON / INSIDE IRON MAN HELMET

Barton shoots at crafts. He misses, shooting behind his back without looking -- but the arrow hits another craft, causing it to explode.

CONTINUED: (2) 114.

END INTERCUT

Iron Man flies by Hawkeye who fires at the crafts, blowing them up. Iron Man swerves behind two crafts and fires at them. He continues taking a series of quick turns as the Chitauri quickly drop, crash, or follow.

INSIDE IRON MAN HELMET:

BACK TO SCENE: Iron Man goes flying through a tunnel and turns tightly at the end, sending the last few crafts crashing into a building.

INSIDE IRON MAN HELMET:

Elsewhere, a Leviathan approaches an office building and the inhabitants look on, scared. We hear fast & heavy footsteps. It’s Hulk charging through the building, jumping through the window and pulling the creature away. from the building.

Natasha is going to town as she fights a warrior. She is thrown upon of a car. As the warrior is about to attack, Natasha uses her Widow’s Bite on it, shocking him out.

She grabs the Chitauri gun and shoots him back. Someone lands behind her so she quickly turns and aims BUT it’s Cap. She stands down and leans against a car.

CONTINUED: (2) 115.

Natasha glances up, seeing the Chitauri crafts fly past. She makes her way over to the other side of the overpass.

Cap readies his shield in front of him.

Natasha runs at Rogers, who uses his shield to boost her up. She grabs on to a passing Chitauri vehicle. Cap looks up as she flies off in the distance. He looks to his right and there are more warriors coming.

CUTAWAY: NATASHA ON A FLYING CRAFT

Natasha climbs aboard the craft, pulls a dagger and stabs a warrior. She spin kicks him off the craft. She makes her way to the other one and uses him to control the vehicle.

FOLLOWING SHOT:

Two crafts come up on Natasha, firing at her. She swerves to avoid them. The crafts are blasted away by Iron Man, who fires away at a fleet behind him. Iron Man takes a turn, coming up on the overpass, where he knocks Chitauri aliens over and lands by Cap, who is fighting and kicking Chitauri. Cap lifts his shield. Iron Man reflects a repulsor blast off the shield, taking out the surrounding warriors. He then flies up the side of a building, hitting more warriors.

At the top of which Barton fires into the head of a Chitauri. Two blast are fired at him. He ducks and returns a shot by firing an arrow. The arrow hits the pilot of a craft which falls and gets hit by a Leviathan.

CONTINUED: (3) 116.

On the creature is the Hulk who is fighting off warriors. Thor then lands on the same creature and takes on warriors with Hulk. When Hulk breaks a piece of the creature’s armor off, Thor uses Mjolnir to summon lightening and drive the metal into its head. The creature crashes to the ground, landing in...

Thor and Hulk dismount the creature and stand together, breathing heavily. Suddenly, Hulk punches Thor out of shot.

Selvig, having been knocked out when Tony tried to stop the Tesseract -- awakens. He looks around, he’s free from Loki’s control.

Army Tanks, and soldiers begin to arrive on scene. They shoot at the Chitauri, a little amazed of what is going on.

Cap is on the ground, holding off a Chitauri’s weapon. He pushes the warrior off and onto sharp debris. As he stand-

Cap walks off.

In the bank, a crown of civilians are surrounded by three armed warriors. Cap jumps through a window and begins to fight. He snaps the neck of one and throws him into the pit.

He is then grabbed by a warrior, who he fights and breaks free. A grenade-like device goes off and it blasts Cap out a window and onto a car after his mask is pulled back from his face. He stands silently while police lead the civilians from the building.

CONTINUED: (2) 117.

Fury is talking with the World Security Council over his command center.

Hill is breathing nervously, panicking, as she listens and watches.

Fury hangs up on them.

Natasha on board a Chitauri craft. She is shot at from behind and turns to see Loki, on another craft, following behind. She continues on toward the building Barton is at.

CONTINUED: (2) 118.

Barton sees her coming in the distance.

BEGIN INTERCUT: NATASHA / BARTON

Barton nocks an arrow, waiting for Natasha and Loki to come past.

Barton aims and fires. Loki catches the arrow inches from his face and looks first at it, then at Barton, smirking. The arrow explodes, sending Loki crashing onto the platform at the top of Stark Tower.

END INTERCUT

Natasha jumps off the craft. She flips in the air, landing onto...

...the roof. She rolls, sticking the landing. She flips her hair back.

Loki looks up at Romanoff when Hulk leaps up, grabbing him and throwing him through the window of the penthouse.

He roars and moves towards Loki, who gets to his feet.

CONTINUED: (2) 119.

Hulk grabs Loki by the feet and smashes him into the floor repeatedly, then throws him aside and walks away.

Loki whimpers in pain. He has been beaten into submission.

Natasha walks toward the Tesseract.

Natasha turns and walks over to Selvig.

She kneels.

Selvig looks down to the platform below, where Loki’s scepter lies dropped from when Hulk took him out.

Thor is aboard a craft, fighting Chitauri. The craft swerves when a Leviathan crashes through a building, followed closely by Stark, who is shooting at it with lasers

ON IRON MAN:

CONTINUED: (2) 120.

Iron Man pulls away from the Leviathan. He flies fast.

INSIDE IRON MAN HELMET:

BACK TO SCENE: Iron Man’s knee plates open, pushing out blades. He is heading directly toward the creature’s mouth. He flies through it. Blowing up the creature’s insides and out the tail end. He crashes to the ground but gets to his feet, only to be shot down again by warriors.

Barton is attacked by warriors on the rook. He reaches for an arrow, but his quiver is empty. He instead uses the bow to fight them off. Looking up at the sky and seeing hundreds of approaching flying crafts, he pulls a single arrow from the body of a Chitauri and changes its head with the push of a button on his bow.

In slo-mo, The Chitauri fire and Barton leaps off the building as it explodes, twisting in mid-air, then firing the arrow. Its head opens up into a grappling hook which attaches to the side of the building. Barton swings from the wire still attached to his bow and crashes through a window into a lower floor of the building.

Hulk being attacked by Chitauri warriors. He throws them off and turns his attention to the sky, where dozens of crafts are flying over him, and roars. They all fire at once and Hulk is encompassed in smoke and flame. He roars.

A jet is being lifted from the hangar and to the deck.

CONTINUED: (2) 121.

Hill notices something on her command center.

Fury runs out of the bridge.

(into earpiece) Anyone on the deck we have a rogue bird. We need to shut it down! Repeat, takeoff is not authorized!

Fury runs onto the deck with a missile launcher and fires, taking the plane out. A second jet takes off and Fury lifts his gun but it is too far.

Fury closes the door to the deck.

Iron Man is down on the ground.

INSIDE IRON MAN HELMET:

BACK TO SCENE:

CONTINUED: (2) 122.

Iron Man blasts away warriors and flies off elsewhere.

The jet fires the nuke towards the city and turns around.

We DOLLY IN on the chaotic and destructive city.

In slo-mo, Cap and Thor catch their respective hammer and shield. Cap and Thor turn and fight off Chitauri warriors. Cap is shot in the ribs and drops to the ground, Thor sends a car rolling towards some of them and them throws Mjolnir in the other way. He helps Captain to his feet.

Natasha has retrieved Loki’s scepter and Selvig is setting up his equipment. He points to the device.

Natasha begins to push the spear through the barrier surrounding the cube, it’s hard to break.

Steve hears and reacts.

INSIDE IRON MAN HELMET:

Stark flies towards the missile, following closely behind it.

INSIDE IRON MAN HELMET:

BACK TO SCENE:

Iron Man grabs hold of it he begins to redirect it toward the city.

INSIDE IRON MAN HELMET:

A plane is slowly flying through the sky.

Pepper is watching the news with three others.

Her phone starts to vibrate but she ignores it.

Fury and most of the other workers are watching the same report.

SERIES OF SHOTS:

A) Iron Man is flying with the missile.

B) INSIDE IRON MAN HELMET: Tony is thinking hard and hold.

C)As Iron Man flies by, Thor and Cap look to the sky.

D) Iron Man redirects the missile, barely missing Stark Tower, and pushes it up towards the portal. The rest of the Avengers look on.

Everyone on the helicarrier cheers in excitement. Fury smiles.

Iron Man lets the nuke go as all the lights in his suit go out.

CONTINUED: (2) 125.

He watches as the missile hits the Chitauri mother ship and it explodes.

CUTAWAY TO EARTH:

The Chitauri warriors collapse, and the Leviathans fall from the sky. Thor and Cap look around as they do.

BACK IN SPACE:

Tony’s eyes close as he falls slowly toward the portal.

Natasha stands waiting.

CUTAWAY TO CAP:

BACK TO SCENE:

Natasha plunges the scepter into the heart of the device. Just as the portal closes, Tony falls through back to earth.

The Avengers look up and see Tony reappear.

ON CAP AND THOR:

Iron Man plummets to the ground.

Thor prepares to fly at Stark and catch him when the Hulk grabs him out of the air, slides down the side of a building and crashes to the ground in front of Thor and Cap.

Hulk throws Iron Man off him and Thor and Cap run over. Thor pulls off Iron Man’s face plate and Cap listens for a heartbeat, then sees the arc reactor is not glowing. Suddenly the Hulk roars and beats his chest. Tony, shocked, gasps and opens his eyes, looking around.

CONTINUED: (2) 126.

Loki crawls over to a stair and turns to see the Avengers surrounding him. Hawkeye has an arrow aimed at his face. Natasha is holding his scepter. Hulk growls.

We slowly DOLLY OVER Central Park, PULLING TOWARD the city of New York.

There is a montage of shots from television news. The dialogue speaking....

CONTINUED: (2) 127.

The Avengers and Selvig all walk to the center of a footbridge. Tony is carrying a briefcase, Thor has Loki in a muzzle and handcuffs, Barton, Natasha, Banner, and Steve walk from cars.

On Fury’s screen is the WAITRESS talking on CNN.

CONTINUED: (2) 128.

On the four screens above are the coucil members.

CUTAWAY TO CENTRAL PARK:

Selvig take a glass cylinder out of a truck. Tony opens his case, which is on the ground. Banner holds the Cube with some tongs and puts it into the glass cylinder Selvig has. Over this footage...

BACK TO SCENE:

CUT BACK TO CENTRAL PARK:

Thor is smiling as he shakes hands and says goodbye to Selvig.

Loki is bound and gagged in the muzzle, he is mad. As he looks upon Natasha, she whispers something into Barton’s ear that makes him smile.

CONTINUED: (3) 129.

Thor holds the cylinder that has the Tesseract in it. He gestures it to Loki, who grabs one end of the cylinder and Thor has the other, he nods to the others and twists the device, which lights up and the two vanish into the sky as the group looks on.

In front of Tony’s new car, Steve and him shake hands.

Natasha takes a duffel bag out of the backseat of a SHIELD car. She hands it to Banner as Barton heads to the driver’s seat.

Banner and Tony get into his new car and drive off

BACK TO DARK ROOM WITH FURY:

CUTAWAY TO STEVE:

Steve is riding a motorcycle. He smiles.

BACK TO FURY:

The council signs off and Fury exits the room.

Hill and Fury make their way across the bridge while talking.

The reach the air deck.

Fury looks out over the helicarrier.

Hill nods, in respect. She turns and walks back over the bridge and takes a folder from a SHIELD agent. Fury stands proud on the air deck.

Pepper and Stark are looking at plans for a new tower. THE CAMERA slowly PULLS OUT...

The huge STARK on the side of the tower has been destroyed, save for the letter "A".

CUT TO BLACK.

CREDITS.

The Other kneels at the feet of another alien.

DISEMBODIED FIGURE in a chair stands. The Other bows, like he is in pain.

DISEMBODIED FIGURE turns and smiles, revealing himself to be the mad titan himself-

THANOS.

CREDITS ROLL.

The Avengers are sitting around a table, eating, stuffing their faces. They are silent, no one makes a peep. The workers are cleaning up this destroyed place. The place is silent.

FADE BLACK.