"THOR" (2011)

THOR

Written by

Ashley Miller, Zack Stentz, & Don Payne

FADE IN:

On the blackness of SPACE, beautiful and mysterious, strewn with a billion stars. Atop a building, a wrought-iron sign -- a HAMMER-WIELDING BLACKSMITH -- spins listlessly in the wind as a swirling breeze kicks up. A hint of what's to come.

A main street extends before us in this one-horse town, set amid endless flat, arid scrubland. A large SUV slowly moves down the street and heads out of town.

The SUV sits parked in the desert. Suddenly, the roof panels of the SUV FOLD OPEN. The underside of the panels house a variety of hand-built ASTRONOMICAL DEVICES, which now point at the sky. JANE FOSTER (late 20's) pops her head through the roof. She positions a MAGNETOMETER, so its monitor calibrates with the constellations above. It appears to be cobbled together from spare parts of other devices.

We hear a loud BANG followed by muffled CURSING from below. Jane offers a hand down to ERIK SELVIG (60) who emerges as well, rubbing his head.

Worried, Jane heads back down into the vehicle.

The SUV is bathed in the glow of high-tech monitoring equipment and laptops, some looking like they're held together with duct tape. Jane opens a well-worn NOTEBOOK of handwritten notes and calculations. Selvig watches the frustrated Jane with sympathy.

Jane SHUSHES her, leafs through her notes. The bottle of champagne begins to vibrate.

The lights and equipment in the SUV begin to FLICKER around them. The computer monitors SQUELCH with static.

They watch it curiously, pressure building up inside it, when the cork EXPLODES out of it. Champagne goes spewing everywhere -- over equipment, over Jane.

MASSIVE CLOUDS OF RAINBOW LIGHT

Churn in the sky. The three stare, dumbfounded.

The roof panels still open, the SUV races towards the strange event, Jane, amazed by the sight, stands with half her body out the roof, taking video of the light storm before them. The SUV hits a bump. Jane nearly flies out. Selvig grabs her, yanks her back in.

Jane grins, thrilled, pumped with adrenaline.

The SUV lurches.

Winds HOWL around the SUV now. Up ahead, spiraling down from out of the clouds comes --

AN ENORMOUS TORNADO

Suffuse with the strange rainbow light, ROARING like a thousand freight trains as it touches down.

Selvig looks up through the still-open sunroof at the enormous glowing funnel cloud with wonder.

Jane clambers into the front seat, beside Darcy. She leans way out the window, TAPING the storm.

The SUV tears across a field towards the tornado, Jane leaning out the window, taping the event. The SUV disturbs two RAVENS perched on a cactus as they race past. The birds take flight, when -- KRAKABOOM! A huge BOLT OF LIGHTNING strikes down through the center of the funnel cloud before them with a terrifying intensity.

The SUV rocks from the blast. Darcy's had enough. She turns the wheel, starts to head away.

The side of the SUV slams into the man with a THUD, sending him flying. The car SKIDS to a stop.

Jane, Darcy, and Selvig trade shocked looks, breathing hard. They peer through the dust clouds, unable to see through. A paralyzed moment, then they all leap out of the car.

The three race from the SUV with flashlights. Jane spots the man lying on the ground. He's dressed in tattered clothing, charred and blackened.

For a moment, they each forget to breathe. The connection is broken as Darcy returns with the kit. She freezes when she sees how gorgeous the man is.

A flustered Jane smooths her hair and sits back on her heels. She looks up at Selvig. Back to being a scientist.

EARTH spins slowly before us as we hear a voice, deep and resonant -- the voice of HEIMDALL, Gatekeeper of Asgard.

We pull away from the planet, widening, past other worlds, cosmic debris -- leaving first our solar system, then our galaxy.

We move in through Yggdrasil, until we reach what looks like a galaxy, slowly spinning before us.

Beautiful beyond imagination. We fly over the magnificent landscape of the Realm, through the gleaming capital city, modern yet timeless.

The palace rises countless stories tall, gleaming with an other-worldly majesty, towering high above the Realm sprawled out before it. We move towards a large window of the palace, where a FIGURE

STANDS --

Odin turns away from the window. His wife FRIGGA sits at a vanity and tries different earrings before the mirror.

Finally, the occurrence subsides, his hand normal once more. A worried Frigga covers his hand with her own.

He touches her cheek.

Directly under the throne room, a gloomily lit hall. Banners hang on either side to form a corridor down the middle of the fire lit room. Giant doors open at one end. A huge figure silhouetted against the bright light beyond walks forward. In slo-mo, we recognize the unmistakable shape of the God of Thunder. Hammer in hand, he reaches the end of a raised platform. An ATTENDANT hands the figure a goblet of wine. He downs it quickly, hurls it towards the fire directly below.

The cup smashes, the alcohol causes the fire to glow intensely -- and, for a moment, brightly lit, and seen full length, like a King to be, is THE MIGHTY THOR. He proceeds down stops, past camera, and down the center of the Hall. We follow from behind and see at the other end, massively shadowed on one of the great banners, the shape of two great horns. As Thor approaches, the horn shapes move, and then, from the shadows at the side, emerges LOKI, wearing his horned headpiece. Like Thor, he is dressed for a great ceremony. They stand by a brazier at the foot of steps that lead up to the crowded throne room.

LOKI

(TO THOR) Nervous, brother?

The Attendant approaches with another goblet of wine for Thor.

The Attendant stifles a laugh. Loki notices, doesn't like it. He gestures towards the goblet in the Attendant's hand. EELS pour over the sides of the goblet, slithering out and across the terrified Attendant's hand. He SCREAMS, hurls the goblet to the ground. Loki chuckles.

Loki gestures to the writhing eels on the ground. They turn back to spilled wine, the illusion shattered.

HELMET.

He looks his brother in the eye, all pretense lost.

Thor searches his brother's face, sees no trace of irony. He's either speaking from his heart or he's a very, very good liar. Maybe both. Thor puts an appreciative hand on his brother's shoulder.

The two brothers take in the moment a beat, then:

Thor makes the final adjustments to his ceremonial wear.

They hear the blast of a CEREMONIAL HORN.

Loki casts him a wary look.

VOLSTAGG combs his great beard in preparation for the big event. As he does, he's surprised to find a stray GRAPE stuck in the beard. He pulls it out, looks around, then eagerly pops it into his mouth and gobbles it down. FANDRAL checks his reflection in a mirror, smooths out his moustache, gives himself a dashing smile. A PRETTY MAIDEN holds the mirror before him, as other MAIDENS look on dreamily.

The giddy Maidens eagerly raise their hands. HOGUN stands staring ahead grimly, his hands folded in front of him, amidst the hustle and bustle of the ATTENDANTS and the ceremony preparations going on around him. A HELPFUL ATTENDANT approaches him and starts to polish his armor. Hogun turns his head, gives him a look. Intimidated, the Attendant quickly backs away. From behind, we see a WOMAN IN CEREMONIAL ARMOR take off her SWORD and set it on a table, then her SHIELD, then several HIDDEN DAGGERS and small, yet intimidating WEAPONS. We reveal that it's SIF, looking radiant. She eyes the weapons on the table.

Colorful CEREMONIAL BANNERS of the Nine Realms adorn the room, crowded with AESIR and REPRESENTATIVES from across Yggdrasil, all BUZZING with excitement. Thor's COMRADES enter and stride to their place of honor at the front of the hall. They are:

THE WARRIORS THREE

VOLSTAGG has the girth and strength of a Sumo wrestler, with oversized passions to match.

FANDRAL, the consummate swashbuckler, is agile, charismatic, and nattily dressed. HOGUN -- dark, sullen, brooding -- a large MACE slung at his side. With them walks the warrior maiden SIF. She's clad in armor, a shield and sword at her side -- a beauty not to be trifled with.

Hogun stares at him grimly.

Imposing EINHERJAR GUARDS clad in armor, swords at the ready, stand watch inside the massive underground structure beneath the palace. A cold BREEZE blows past them.

Thor stands, his fingers nervously drumming the handle of his hammer. Frigga approaches behind him, sees his anxiety.

ASGARD --

Sif and the Warriors Three still wait before the crowd. Loki and Frigga enter. Loki takes his place at the front of the hall alongside the others. With another blast of the horn, the crowd goes silent as the EINHERJAR HONOR GUARD moves into formation. They part to reveal --

Just then, at the back of the hall, up the steps from the lower level --

Odin watches from the front, not liking this showy display.

As the sound of the cheers echo from above, the odd, cold breeze picks up in the Vault. The Guards rub their limbs to warm themselves. They grow increasingly uneasy, sensing something's not right.

They exchange a look, then walk the length of the Vault's hallway to its end, where a CASKET sits undisturbed upon a pedestal. LARGE SHADOWS suddenly loom over them. They look up and SHOUT in terror as they raise their weapons.

Thor finishes stirring up the crowd, then reaches the front of the room, kneels on one knee before his mother and father. Frigga casts him an admonishing glance. Thor winks up at her. She can't help but smile. Odin strikes Gungnir upon the ground with a deafening BOOM. The crowd falls silent. Odin speaks with quiet, effortless authority. He raises Gungnir before him.

The bodies of the Guards are flung to the Vault's floor, now strewn with ice. We don't see their attackers clearly, just catch glimpses of them in the shadows -- but they are large and BLUE-SKINNED. One of the creatures lifts the Casket off its stand and turns to go. But, as they do, the intricate latticework behind the Casket starts to separate and retract, revealing something standing in the shadows behind it. As the creatures walk away, a fiery glow rises behind them. They turn back around. Now it's their turn to SCREAM.

The Ceremony continues.

Thor turns back to face his father. Odin looks upon his son with pride.

Beat.

The far-off sounds of a BATTLE echo in the depths of the palace below. Sif and the Warriors Three reach for their weapons, as Thor races from the hall.

24A OMITTED SCENE MOVED BELOW 24A 24A

25 OMITTED SCENE COMBINED WITH SCENE 25B BELOW 25 25

25A OMITTED 25A 25A

Thor enters, then stares shocked at the sight before him. Sif, the Warriors Three, and Loki hurry in behind Thor and stop short. Shattered and melting ICE is strewn about the floor. We don't see the blue-skinned bodies of the Frost Giants clearly, just catch glimpses of their twisted and smoldering remains on the floor. They've just lost a savage battle. Badly. Amidst them, shrouded in shadow, stands the black metal creature, a fiery glow coming from within it. It is THE DESTROYER. It holds the Casket in its hands.

Odin surveys the destruction.

RELICS--

Odin turns to Sif and the Warriors Three.

Thor's comrades exit. Odin eyes Thor, as Loki watches.

Thor stands in the empty hall, bearing the signs of the festivities cancelled due to the events of the day. Anger and frustration rising within him, Thor upends one of the massive tables. From across the room, Loki watches him.

AT THE BANQUET HALL ENTRANCE

Sif, Fandral, and Hogun follow Volstagg as he enters in search of his dinner.

Thor strides away from them to the far end of the hall. Loki calmly moves towards him.

(ADMITS) If it's any consolation, I think you're right. About the Frost Giants, about Laufey, everything. If a few of them could penetrate the defenses of Asgard once, who's to say they won't try again. Next time with an army?

(TO VOLSTAGG) ...and to delicacies so succulent, you thought you'd died and gone to Valhalla?

VOLSTAGG/HOGUN You did. / You did. He turns to Sif.

The others exchange concerned looks, realize there's no convincing him.

Loki looks startled.

Thor, Sif, Loki, and the Warriors Three walk from the Palace, across the grounds. They reach a group of ATTENDANTS who ready their battle gear for their journey. Loki slips away from the group, speaks to a nearby GUARD. Hogun notices.

Volstagg, terrified, calls out to the sky.

Loki rejoins the group as Thor leads them onward.

Thor and his band of adventurers, on horseback, pass through the massive Gate, leaving Asgard behind. They ride along the most astounding path in this Realm or any other --

THE RAINBOW BRIDGE.

Wide and flat, it runs straight out from Odin's palace to the mists and black void of space beyond. In the distance far ahead, the Bridge continues on until it reaches Heimdall's Observatory.

The band draws near the Observatory, where HEIMDALL himself, Gatekeeper of Asgard, stands at his post on the Bridge before them, blocking their way, staring them down. There is something other-worldly about him, even for this Realm. He holds a massive sword in front of him, his stern, intimidating face virtually concealed by armor. Something glints beneath his visor, like twinkling stars.

(THEN) You think you can deceive me? I, who watch all? (MORE)

(THEN) (CONT'D) I, who can sense the flapping of a butterfly's wings a thousand worlds away? He fixes his eyes pointedly at Fandral.

Fandral looks gob-smacked.

Loki goes into damage control.

(TO HEIMDALL) Heimdall, may we pass? Heimdall stares him down.

Thor and the others enter the Observatory, step onto a platform. Heimdall climbs into the large control apparatus at the center of the room and readies the Observatory.

Heimdall inserts his sword into the control panel, and the apparatus of the Observatory starts up.

The Bifrost energy quickens along the Bridge, feeding into the Observatory.

Heimdall turns his sword in the control panel. The Observatory's giant turret swings around, aims toward a section of space. As a final step, Heimdall plunges his sword deeper into the control panel. The great turret FIRES, the RAINBOW LIGHT of Bifrost energy blasts out of it. The Bifrost opens at the end of the platform upon which Thor and his five comrades stand.

A hole in the sky rips open, and the Bifrost comes shooting out of it. Snow flurries up when the Bifrost hits, as Thor and his band touch down. RUNES from the Bifrost are imprinted on the ice around them.

Volstagg loses his footing, falling backwards. Thor quickly grabs him by the belt. We see the warrior dangling precariously on the edge of a sheer cliff on the planet's inner ring, opening up to the black abyss of space beyond.

Thor and the others turn and stare out in horror and wonder at the frozen alien wasteland before them. The whole planet is a massive flattened ring of jagged ice, slowly breaking apart. Huge CHUNKS OF ICE calve away from its outer edges and float off into space. The planet's icy surface cracks and melts as far as the eye can see. The ruins of a Jotun city lies in the distance.

Thor ignore him, heads off. Loki looks around, anxious.

Thor heads on. Reluctantly, the others follow.

The group trudges behind Thor across the frozen wasteland, shielding themselves from the howling wind and cold. Loki looks around them, anxious. Volstagg shivers. Thor, invigorated, turns back to his comrades.

The others groan.

The party reaches the plaza. They sense the Frost Giants in the shadows and crevices, surrounding them now on all sides.

The Asgardians reach for the hilts of their weapons. A JOTUN SENTRY calls to him.

The Jotun's voice itself sounds like cracking ice.

Thor turns towards the source in a balcony of the temple, where LAUFEY sits, veiled in shadow, behind a cascading waterfall. The Jotun King is ancient, noble, powerful -- too proud to reveal even a hint of the years of suffering he and his people have endured.

Sif and the Warriors Three exchange a puzzled look, disturbed by the Jotun King's words.

Thor takes a step towards Laufey. The other Jotuns step in front of Thor, blocking his path. We finally see the Frost Giants now -- terrifying, blue-skinned, standing eight feet tall. Loki moves next to his brother and quietly implores him.

Laufey steps out of the shadows.

Thor simmers. Loki speaks up.

The others look to Thor imploringly. Thor stares Laufey down a beat -- then relents. He turns to leave. His comrades breathe a sigh of relief and follow, when a Frost Giant nearby mutters under his breath.

In one quick move, Thor pulls Mjolnir, swings it, and KNOCKS the Jotun clear across the plaza. The Asgardians reluctantly draw their weapons, gather into a circle around Thor. Volstagg looks around at the angry Jotuns approaching them.

ICE forms on the Jotuns' bodies, creating a FROZEN ARMOR around them, extending off the ends of their arms like SWORDS. One Giant does so directly in front of Fandral.

Fandral calls to Volstagg and Hogun.

Thor takes out yet another Frost Giant, then all hell breaks loose as the Asgardians and Jotuns begin to battle. A Jotun backs Hogun up against a wall of ice. As the Giant hurls an ice blade fist at him, the grim warrior swings his mace over his head, embedding it into the ice wall, and hoists himself up, dodging the Giant's blow and leaping over him. Hogun takes out a second approaching Frost Giant, spins back, dodges a swing from the first, then pounds the Jotun with his mace. Nearby, Sif expertly stabs one Jotun after another with her double-bladed staff. One knocks her viciously to the ground.

He turns back to the battle. Two Jotuns come at him from either side. He lets two daggers fly, felling both Giants at once. Laufey nods to one of his guards -- a massive Jotun BRUTE. The Brute leaps down from the balcony, icing himself up, then punches his giant fist into the ice beneath his feet. It's a long-range attack, causing PILLARS OF ICE to explode out in front of Hogun, sending the grim warrior flying back. Across the plaza, Thor easily dispatches some Jotuns.

Volstagg grapples with a Frost Giant, getting a couple good hits in.

The Frost Giant fights back, but Volstagg manages to grip in a headlock just as another comes up on him from behind. Volstagg fends him off, then turns the first one loose.

Another Jotun grabs Volstagg, squeezing him tightly and sending him crashing to the ground.

Volstagg recovers and fights on. The Jotun grabs Volstagg's bare arm. The warrior's skin begins to freeze from the Jotun's grasp, a BLACKNESS spreading from it, necrotizing Volstagg's flesh. The warrior SHOUTS in pain.

Volstagg head-butts the Frost Giant, shattering the Jotun's ice helmet and dropping him to the ground. Winded, he takes a seat upon one of the fallen Jotun's bodies to catch his breath. As the battle rages around him, he opens a secret compartment at the end of his weapon, takes out a small FLASK. Volstagg grimaces in pain, sees his blackened skin. He yells to his comrades.

Volstagg stabs his blade in a Giant's chest, but the sword stops mid ice layer. The Giant delivers a bone-breaking blow to Volstagg's face, and the warrior drops to one knee. Sif sees Volstagg in trouble and rushes towards him. In one quick move, she leaps up and off of Volstagg's back, using her boot to plunge Volstagg's blade deep into the Giant's chest, standing atop him as he falls backwards to the ground.

A Frost Giant touches a pool of standing water. It FLASH- FREEZES Hogun's feet to the ground. Volstagg notices, hurries over, dispatching Jotuns as he goes.

Volstagg swings his weapon, wildly hacking at the ice around Hogun's legs to free him. Hogun looks down, suddenly worried, as Volstagg's blade cuts deep -- and perilously close to hacking into Hogun's legs.

Volstagg chips away at the ice more carefully, finally freeing Hogun's feet. Fandral sword fights with a Frost Giant.

Fandral moves on him again, but the Giant grabs Fandral's sword and snaps it in half.

Loki races towards the impaled Fandral, throwing daggers and felling Frost Giants as he goes. He reaches the nearly- unconscious warrior, when other Jotuns approach. He fights them off. Volstagg looks across the plaza and sees the impaled Fandral.

Volstagg begins to pull the bleeding Fandral off the ice stalagmite. Loki plunges two daggers into the chest of one of the Frost Giants. The Giant grabs hold of Loki's gloved wrists. Loki pulls his hands free of the gloves, which are still in the Giant's grasp, revealing Loki's skin beneath. The wounded Jotun sees his chance, grabs hold of Loki's bare arm. Loki looks at his arm, prepared for the worst. But instead of the blackness of necrotizing flesh, Loki's arm turns BLUE -- like the Frost Giant's own skin. The blueness spreads painlessly up Loki's arm. He stares at it, confused. The Frost Giant is thrown as well, distracted by the unexpected phenomenon. Loki takes advantage of the distraction, KICKS the Giant.

Thor continues fighting, his blood lust rising. He taunts the Jotuns around him.

But when he hurls his hammer to take out a Jotun, the Frost Giants seize the opportunity. A group of Jotuns swarm Thor from all sides, keeping him separate from his weapon. Mjolnir falls to the ground. A Frost Giant desperately struggles to lift Mjolnir off the ground, to no avail. Now free, the wounded Fandral looks relieved as Volstagg slings him over his shoulder, and the warriors start to leave. From his balcony, Laufey looks upon the battlefield, decides it's time to pull out the big guns. He touches a wall of the palace. An ENERGY WAVE sweeps from his touch, across the wall of the palace, and down to the ground below. The Asgardians hear a foreboding CRACK OF ICE below their feet.

They look down, suddenly filled with dread when they see shadowy figures moving in the ice -- dozens of JOTUN WARRIORS awakening beneath the surface, rousing to join the battle. Loki turns to his brother, who battles a group of the Giants.

But Thor ignores his comrades, continues fighting.

Reluctantly, the group flees back toward the inner edge of the planet as the Giants break up through the ice and give chase. Thor battles valiantly, but there's just too many of them. The Frost Giants swarm him from all sides now, as he disappears beneath a pile of blue flesh and ice. After a

MOMENT --

But the force of the blast also cracks the ice below, the shockwave continuing to spread outwards. It moves out to where his comrades are running, breaking up the ground beneath them, exposing the black void of space below.

Thor lands beside his comrades in the shroud of mists.

Thor realizes that he and his comrades are as good as dead. The Giants move in for the kill, when they hear a deafening ROAR. A hole in the sky opens up, and the Bifrost blasts down onto the inner edge of the planet. Out of the maelstrom comes the sound of THUNDERING HOOVES, and, to the shock of all, tearing across the frozen wasteland comes --

The Giants part in fear as he thunders into their ranks, stopping before Laufey and the Asgardians. Laufey slams his fists into the ground, and the ice beneath his feet raises him towards Odin. The Asgardians start to react, thinking it's an attack, but Laufey just stands face- to-face with Odin. Asgardian and Jotun alike look on uneasily, unsure what's about to happen. Laufey sizes up Odin, notices that as powerful as the Allfather still is, the years have taken their toll. He's not the foe he once was. The two rulers talk quietly, out of earshot of the others.

Without warning, Laufey swings his ice blade at Odin, but Odin is quicker. The Allfather brings his spear down upon the ice. Laufey and the nearest Jotuns go falling backwards in a wave, the ice cracking beneath their feet. The other Frost Giants turn tail and run. Thor watches the fleeing Jotuns with delight.

Odin raises his spear. The hole in the sky opens, the Bifrost energy blasting forth from it. The Bifrost envelops the Asgardians, yanks them off the ground and up through the hole. The vortex closes behind them as all falls silent. Laufey stares up after them contemptuously.

Heimdall stands at the Observatory controls. Odin pulls Heimdall's sword from the control panel and throws it to him. Heimdall backs away.

Odin turns to the others.

Loki takes a step towards Odin imploringly.

Odin turns and gives Loki a look which stops him in his tracks.

Odin thrusts Mjolnir before him and -- with a CRACK OF THUNDER -- Thor is hurled backwards into the open Bifrost and disappears in the vortex.

Odin holds Mjolnir in his hand, stares at it bitterly. He closes his eyes, lost in contemplation, whispers something quietly.

RUNES appear on the side of the hammer, as if carved into its smooth surface. The runes linger for but a moment, then disappear. Suddenly, Odin turns and hurls the hammer into the Bifrost.

CUT TO BLACK.

Thor opens his eyes, surrounded by darkness. Suddenly, he's blinded by bright headlights of a vehicle -- an SUV.

It swerves, the side of it coming straight at him. It SLAMS into him, as we:

CUT TO BLACK.

After a beat, we hear familiar voices.

(THEN) Come on, big guy. Do me a favor and don't be dead, okay? Open your eyes and look at me.

END THOR'S POV

Jane regretfully watches the storm EVAPORATE above their heads. A thought strikes her.

Jane kneels and quickly scoops up a soil sample in the cannister.

Selvig looks uncertain.

A-- Darcy fires, the electrified wires shooting out of the taser, ZAPPING him in the chest. Thor convulses, falls to the ground unconscious. Jane and Selvig stare at her, shocked.

As Jane still takes soil samples, Darcy and Selvig struggle to drag an unconscious Thor to the SUV and lift him inside.

(TO JANE) Jane, come on... Reluctantly, Jane joins the others inside the SUV.

The SUV heads off into the distance. Behind it, high overhead, a HOLE opens in the sky. A last blast of Bifrost energy bursts forth from it, and a small OBJECT comes firing into our world. It BURNS across the desert sky like a meteor.

40 OMITTED 40 40

The SUV sits parked before the emergency room entrance.

Selvig watches the unconscious Thor with interest as two ORDERLIES set the Asgardian onto a gurney. Jane and Darcy stand before a sweet, ditzy ADMISSIONS NURSE.

(THEN) Oh, and we tasered him, too.

J...A...N...

Selvig, Darcy, and Jane head out.

Thor, now in a hospital gown, winces in pain as he awakens on a gurney to find a NURSE standing over him, a syringe in his arm.

He hurls one of them off, smashing against a wall. Now a couple SECURITY GUARDS and MALE NURSES join the fracas, all struggling to hold Thor down. Medical equipment goes flying, furniture overturned.

Smoke rises from a fifty foot wide CRATER. A TOWNIE pulls his pick-up to a stop at the crater's edge. He climbs out, peers down below, his curiosity piqued by what he sees.

The Townie approaches something at the center of the crater. We don't see what it is, but it bathes him in an otherworldly, BLUE LUMINOUS GLOW. He reaches for the object, tries to lift it, but can't. He redoubles his efforts, strains with all his might, with no luck. He takes off his hat, fans himself, stares at the mysterious object.

The distant mountains glint snow in the early morning light. Selvig appears with a cup of coffee and surveys the vast desert. He turns back into the lab and sees Jane, busy at her workstation, soldering a piece of equipment. A printer churns out blown-up screen-cap PHOTOS of the Bifrost footage. Darcy hangs them on the wall. Selvig surveys the scene, watches how Jane works, impressed. He notices a monitor which displays a complex program entitled "J. FOSTER ALGORITHM ANALYSIS"¬ù. He looks proud. The three of them have been up all night, fueled by caffeine and excitement.

Jane heads over to a computer monitor. Selvig follows.

Selvig looks skeptical. Jane prints out a frame-grab off the monitor.

Jane indicates the print-out showing the constellations seen through the "bubble"¬ù in the clouds.

As Jane walks away, we REVEAL the photo. Inside the Bifrost funnel cloud is a FIGURE -- the vague, but unmistakable shape of a MAN.

At the top of the palace, we see a small FIGURE on the balcony. As we move closer, we see it is a burdened Odin, looking out over Asgard.

Frigga enters to find Odin standing lost in thought.

(THEN) I, too, grieve the loss of our son. But there are some things that even I cannot undo.

Thor awakens on a hospital bed. He notices RESTRAINTS on his wrists now. He pulls at them, tries to free himself, to no avail.

Jane again faces the Admissions Nurse, with Selvig and Darcy nearby.

Jane, Selvig, and Darcy head down the corridor, passing the destruction of the ER Thor wrecked the previous night.

They enter Thor's room.

They step inside to find Thor's bed empty.

Jane, Selvig, and Darcy quickly climb into Jane's SUV.

Jane starts the car, frustrated.

She pulls out her taser and a can of mace.

BAM!

She collides with Thor again, dressed in stolen hospital scrubs. Jane and Selvig exchange a look.

Jane and Selvig emerge from the SUV, help Thor to his feet.

Thor looks up at the sky.

Sif, Loki, and the Warriors three, battered and shell- shocked, still reeling from the day's events, sit before a ROARING central fire. Hogun reaches into the flames, pulls out some fragile HEALING STONES. Neither the fire, nor the stones burn him. As he carefully places the stones over the wounds of his comrades, the stones begin to glow.

He crushes them to a powder. His comrades' injuries heal up at the glowing powder's touch. Fandral winces in pain as Hogun heals his gaping wound. Volstagg looks at the skin on his arm -- healing, but still blackened from the necrotizing touch of the Frost Giant. Loki watches him, then stares at his own arm, where the Giant's touch turned his skin blue. It's undamaged, back to its normal color.

The others exchange glances, torn. Loki has a point. He leaves the room. Hogun stares after him.

Loki heads into the Vault, sees the Casket of Ancient Winters sitting on its stand. He walks over to it slowly, reaches out to it, lifts it between his forearms off its pedestal. As he does, a blueness spreads from his arms, across his body. The latticework behind the Casket starts to separate, the Destroyer rousing. A fire starts to glow within its black metal armor, as it rattles to life, but Loki ignores it -- the blueness spreading further, consuming his whole body.

Loki turns, sees Odin hurrying into the room, the Destroyer goes motionless, the latticework rejoining before it. Odin eyes Loki with dismay.

Odin looks him in the eye. He can deny it no longer.

(BEAT) In the aftermath of the battle, I went into the Temple, and I found a baby. Small for a giant's offspring -- abandoned, suffering, left to die. Laufey's son. Loki is sent reeling by the revelation.

He desperately struggles to make sense of it all.

Odin doesn't answer.

Loki strides away towards the exit.

Odin starts towards him, when the enormous mental, emotional, and physical strain of recent events finally takes its toll. The effect of the Odinsleep consumes him. His entire body now moves out of sync with the rest of the world, leaving trails behind him as he staggers backwards. Odin falls back against a wall, his face contorting in a scream. He collapses to the stone floor. Loki, shocked, hurries to him. He takes Odin in his arms, calls out.

55 OMITTED 55 55

56 OMITTED 56 56

57 OMITTED MERGED WITH SCENE 54 57 57

Cars, pick-ups, and SUVs are parked around the crater, the sound of a BOISTEROUS PARTY coming from within.

It looks like the whole town has turned out. LOCALS sit on lounge chairs, drink beer from coolers, laugh and talk. They watch the center of the crater, where LARGE MEN have formed a line to take a turn with the mysterious object. One of them struggles and fails to lift it. As he gives up, the next man steps up and takes his turn, straining from the effort. Other Townies SNAP PICTURES of the scene with their cell phones. They hear an approaching RUMBLE, then clear a path as a large PICK-UP TRUCK backs its way down the crater's edge. An EAGER TOWNIE hops out the passenger side and pulls a thick chain from the back of the truck. He fastens one end around the object, then securely affixes the chain to the bumper and the rear of the undercarriage.

He yells to the driver.

People dive out of the way. The PICK-UP DRIVER sticks his head out. He is STAN "THE MAN"¬ù LEE. He looks back, shocked. The townsfolk laugh, the party continuing. They don't notice as --

ON THE CRATER'S EDGE ABOVE THEM

An imposing GOVERNMENT VEHICLE pulls up to a stop. A Fed in a suit climbs out, peers down at the boisterous gathering below, his eyes fixed on the object at the center of the crater. He is SHIELD AGENT COULSON. He stares down at the object which glows with an otherworldly blue energy -- MJOLNIR. He pulls out a phone.

COULSON

(INTO PHONE) Sir -- we've found it.

In a back room, Thor, now shirtless and wearing jeans, looks around for a t-shirt. Jane and Darcy, standing in the lab, can't help but notice his reflection in the mirror. Darcy eyes his powerful build, rippling biceps.

Thor stares at her a beat.

Jane starts to get uncomfortable with Thor standing so close to her, looking over her notations. She quickly closes the book.

Frigga sits at her husband's bedside, holding his hand. Odin lies there -- looking pale and lifeless, his body and the space around it warped from the effect of the Odinsleep. The walls of the chamber have moved close around him, protecting him like a dark crypt, sealing off any daylight. Loki sits at Odin's side, across from Frigga. She speaks softly to him.

Loki takes this in, stares at Odin.

Loki takes her hand. She's grateful, wipes tears from her eyes.

Loki looks to Frigga, concerned.

THE EINHERJAR GUARD

Enter the room, block his way out. Loki tenses, prepared for the worst, but the guards just stand before them. Loki is baffled.

The Einherjar kneel before the shocked Loki. Another EINHERJAR enters, holding Gungnir before him. He kneels before Loki, offers the spear to him.

Thor, Selvig, Darcy, and Jane sit at a table in the local diner. Selvig and Darcy watch as Thor eats ravenously from a huge mound of steak and eggs. A couple other full plates -- pancakes and biscuits and gravy -- are piled high before him. Jane's eager, her notebook at the ready.

Jane shoots her a withering look. Thor downs a cup of coffee.

Thor hurls the empty mug at the ground, SHATTERING it.

(IN SPANISH) Yo voy a pagar la taza. Isabela turns to a WAITRESS and starts venting quickly in Spanish.

ISABELA

(IN SPANISH) Did you see that? The first time she brings a man in here, and he's a lunatic!

He doesn't understand. The other patrons stare at him.

A few TOWNIES, looking bedraggled, enter and take a seat at the counter. We recognize them from the crater. (Among them is the Drunk Townie Jake, who is not presently drunk.)

DRUNK TOWNIE JAKE

You missed all the excitement out at the crater.

Jane and Selvig overhear this, exchange a look, turn to the Townies with interest.

DRUNK TOWNIE JAKE

We were having a good time with it till the Feds showed up, chased us out.

DRUNK TOWNIE JAKE

Yep. They said it was radioactive. And I had my hands all over it.

(REALIZING) I'm probably sterile now. Thor, unconcerned, prepares to dig into the giant pile of pancakes. Darcy is amazed by the sight.

Darcy whips out her cellphone.

Thor looks puzzled as she SNAPS a photo of him and his massive stack of food.

DRUNK TOWNIE JAKE

I don't know nothing about satellites. But it was heavy. Real heavy. Nobody could lift it. This gets Thor's attention.

Thor springs to his feet, heads over to Drunk Townie Jake, and pulls the Townie around to face him.

DRUNK TOWNIE JAKE

About twelve miles east of here. Thor grins, his spirits soaring, as he quickly strides out of the diner.

Thor studies the position of the sun, gauging his bearings. Jane, Darcy, and Selvig catch up to him.

He stops walking.

WHEN:

He pulls her aside. Thor can tell that Selvig doesn't much care for him.

After a moment, she nods. They head back over to Thor and Darcy.

He takes her hand and kisses it.

Sif joins the Warriors Three as they hurry towards the Throne Room.

Two EINHERJAR GUARDS enter, admitting Sif and the Warriors Three, who burst through the entrance, heads bowed.

Sif covers quickly.

Sif and the Warriors Three bow their heads and exit. Loki stares after them.

Jane, Selvig, and Darcy head up the street. They're by Arturo's, when a PICK-UP TRUCK pulls up before them, stopped by traffic. In the back of the vehicle, Jane notices, partially covered by a tarp, the dark matter analysis machine from her lab.

Jane, Selvig, and Darcy reach the lab, where government vehicles are parked. SHIELD AGENTS haul equipment out of the lab and load it into waiting vans. Other Agents strip all the equipment from inside the Pinzgauer and cart it away. Still others emerge from her trailer, arms loaded with scientific instruments and documents.

SHIELD.

Selvig, recognizing the name of the organization, grows wary.

Jane holds up her notebook.

Jane, Selvig, and Darcy enter, staring in shock at the now- empty space.

(TO SELVIG) Who are these people?

Selvig and Jane in the Pinzgauer drive up in front of the town's rinky-dink library. A sign in the window reads, "FREE

INTERNET."¬ù

Thor enters the store and approaches a PET STORE CLERK.

PET STORE CLERK

Sorry, we don't sell horses. Just dogs, cats, birds.

The Pet Store Clerk looks confused. Just then, Thor hears a CAR HORN. He turns to the open door. Across the street, Jane calls to him from the Pinzgauer.

It's story time in the library, as a LIBRARIAN reads a book - - "THE SECRET HISTORY OF GIANTS"¬ù -- to a group of kids.

LIBRARIAN

(READING) "And though they're large, giants can be quiet. You have to listen carefully for the sound of their footsteps -- because they may be closer than you think."¬ù Nearby, Selvig sits at a computer terminal, finishing up his e-mail. Beside him, a KID flips through a book with interest. The Librarian stops mid-story and calls to the Kid pleasantly.

The Kid closes his book and joins the others. Selvig looks over, notices the title of the book the Kid was reading --

"MYTHS AND LEGENDS FROM AROUND THE WORLD."¬Ù

He picks it up, flips through it, stops at the section on Scandinavian Mythology. It's a picture of a RAINBOW BRIDGE coming down from Asgard to earth. ASGARDIANS walk upon it, among them ODIN, LOKI, and THOR, who wields Mjolnir. On the ground below them, a group of VIKINGS kneel reverently. He eyes the illustration, pondering.

69 OMITTED 69 69

Jane's Pinzgauer cuts off the road, heads over the rugged terrain. Storm clouds roll in over the desert sky.

Jane drives, pumped with adrenaline, nervous and excited, as Thor sits beside her, upbeat and eager for battle.

She glances back at him. He's confident, determined.

Thor looks at her, charmed by her persistence.

A beat.

As the Pinzgauer heads away, we continue up a hillside, revealing a light illuminating the valley beyond. As we move closer, we see the glow comes from --

A MASSIVE SHIELD BASE

Now set up around the crater -- vehicles, trailers, barricades. Armed GUARDS man a gate in the razor wire fence that runs fifty yards from the crater's edge, enclosing the complex. Clear, plastic access tubes with junction boxes lead to a translucent cube structure erected in the middle of the crater. Through the glass walls of the base's command trailer, we see Coulson directing TECHNICIANS, busy at work. Within the cube structure itself, a team of SHIELD SCIENTISTS work with high-tech machinery, analyzing the object at the center of it all -- Mjolnir.

Jane and Thor crawl to the edge of the ridge, look through binoculars, see the impressive SHIELD base.

Thunder RUMBLES overhead. She stares at him intently and takes his jacket.

He looks to her, already knowing that Jane may disobey his request.

Jane looks relieved.

But Thor is already headed towards the crater.

72A

A NEEDLE spikes on a handheld SENSOR DEVICE. The TECHNICIAN holding it looks over at the hammer. Mjolnir begins to give off a subtle glow. A bolt of lightning CRACKS across the sky above.

73 AN AERIAL INFRARED VIDEO IMAGE OF THE AREA 73 73

It's fuzzy, doesn't show much. We widen to see we are:

A younger SHIELD agent, a TECHIE in a headset, monitors security. AGENT SITWELL, humorless, just this side of junior, looks on, none-too-pleased.

A pair of SHIELD AGENTS (DELANCEY and JACKSON) take off in a jeep to investigate.

Sitwell looks out the window, something strange catching his attention. We see in the window's reflection that a glow is coming from the hammer containment area.

The jeep pulls up as the Agents scan the fence with a flashlight, see nothing unusual.

AGENT JACKSON

(INTO RADIO) Looks like we're good here. Must have been another coyote. Just then, the Agents notice a section of the fence has been bent up from the ground, leaving a gap.

Before they can call it in, a massive CRACK OF LIGHTNING illuminates the night sky -- revealing the silhouette of a large man standing outside the driver's (Jackson's) side of the jeep. DeLancey looks over, notices.

The Agents reach for their weapons. Thor elbows the driver across the jaw, causing him to drop his weapon. Jackson slumps over the steering wheel, as DeLancey starts to raise a shotgun at Thor. Thor grabs the barrel, yanks it out of DeLancey's hands and thrusts the hilt back, smashing the Agent's jaw. Thor reaches into the jeep to grab a rain slicker.

Sitwell talks into his radio, starting to look worried.

Thor, now wearing a SHIELD rain slicker, makes his way across the base. Another SHIELD AGENT approaches the jeep, spots the unconscious DeLancey and Jackson. He quickly calls into his radio.

The security monitors SQUELCH with static and interference. Sitwell holds his PDA -- even it's on the fritz. Sitwell and the Techie watch the monitors warily.

On the monitor showing the hammer containment area, Mjolnir starts to crackle with energy.

Sitwell punches an alarm.

As Thor makes his way towards the crater, an alarm sounds and SECURITY LIGHTS explode to life.

A spotlight fires out from the base and sweeps across the ridge towards Jane. She ducks down, out of sight. She pulls out her cellphone and dials. We hear Selvig's recorded message.

Coulson emerges from the SHIELD command trailer and marches across the mud, radio to his ear. He looks out across the lit up site uneasily.

A SHIELD GUARD moves through the base, rifle in hand. From the shadows behind a trailer, a FIGURE looks out at him. As the Guard raises his radio to check in, Thor quickly rushes towards him and chokes him out. He falls to the ground.

Thor notices the AR-15 rifle lying on the ground beside the fallen Guard. He stares down at the weapon quizzically. As more GUARDS approach, Thor snatches up the weapon and takes cover in the shadows of the trailer. The Guards pass by. Thor peers around the corner, sees the well-guarded main entrance tube to the center of the site. A bright light suddenly illuminates his face. He looks to see an ATV moving across the site, shining its spotlight right on him. Thor sees that the ATV DRIVER has spotted him. The Driver raises his radio to report. Thor knows he has to act fact. He raises the rifle -- then flips it over in the air and catches it by the barrel. He rears the weapon back, then hurls it like a hammer. It flies through the air, smashing the ATV's spotlight. Glass and debris shower the driver, who takes his hands off the wheel to protect himself. The ATV roars out of control past the Guards near the tube entrance. The Guards notice and chase after it. Thor emerges from the shadows, watches the Guards abandoning the site entrance.

The ATV Driver looks forward in panic as the ATV approaches the crater lip. The vehicle careens over the edge of the crater and heads straight for one of the plastic tunnels. The Technicians inside scatter as the ATV CRASHES into it, tearing into the tunnel, sending sparks everywhere. The ATV finally comes to a stop, the tunnel collapsing around it and the Driver. SHIELD AGENTS rush in behind to help.

Jane peers over the ridge, stares down at the frenzied aftermath of the ATV crash, at the base on high alert. Lightning CRACKS in the sky behind her.

82 OMITTED 82 82

82A OMITTED 82A 82A

Coulson climbs to the lip of the crater as a light rain begins to fall. He eyes the damage of the ATV crash. He's not pleased. The light rain becomes a downpour.

As SHIELD Agents pull the ATV driver from the wreckage, Thor races towards the unguarded entrance to the tunnels and heads inside.

Thor races up the entrance ramp. Before him, two GUARDS round the corner. Thor knocks out the first Guard, then tackles the second. He hurries around the corner, when more GUARDS come up a ladder ahead. Thor punches the closest Guard, sending him tumbling backwards, toppling the others on the ladder behind him. Thor takes off running, as the Guards regroup and give chase. Thor spots the glow of Mjolnir in the central cube, through the translucent walls of the tunnels. He hurries through to tunnels to find a way towards it.

Coulson stands on the crater lip, barking out orders, as the Guards in the tunnel rush to cut off Thor. Coulson activates his radio.

82E.a INT. SHIELD TRAILER 82E.A 82E.a

A SNIPER, dressed in black tactical gear and high-tech NIGHTVISION EQUIPMENT, picks up a rifle, slings it over his shoulder and heads out. His name is BARTON.

82E.b EXT. SHIELD DESERT BASE 82E.B 82E.b

Lightning CRACKLES around the camp.

82E.c EXT. SHIELD DESERT BASE - CRANE SITE 82E.C 82E.c

Barton approaches a CRANE BUCKET. He leaps in, and the bucket lifts into the air.

Through the translucent plastic, we see Thor racing through the tubing.

As Thor races through the tunnel, a GUARD runs right at him, on a collision course. Thor takes him out with a punch to the gut, then turns to see more AGENTS coming towards him. Thor picks up the fallen Guard he punched, then throws him into the approaching Agents, scattering them. Thor turns around, runs back the way he came. The Agents give chase.

Jane looks down at the crater through binoculars, frustrated that she can't clearly see what's happening.

Coulson watches the commotion in the tunnel complex. He heads off for the command trailer to enter the tunnels.

82J OMITTED 82J 82J

The crane basket ascends into the high winds as Barton readies his sniper rifle.

We see the figure of Thor inside the complex, heading down a ladder from a junction box, with other figures converging on him.

82L.a INT. COMMAND TRAILER TUNNEL ENTRANCE 82L.A 82L.a

Coulson enters the tunnels through the command trailer. He calls on his radio.

82M OMITTED 82M 82M

82N OMITTED 82N 82N

82O OMITTED 82O 82O

82P OMITTED 82P 82P

The crane holding Barton arcs out over the structure. Barton takes aim.

BARTON

(INTO RADIO) One shot, one kill, sir. Just give the word.

BARTON'S NIGHTVISION POV

Overlooking the complex. It's a clear field of vision, nowhere to hide.

A digital read-out gives information on the distance to the target. He locks in on Thor, who's inside the plastic tubing, emerging from the junction box and heading towards the cube structure.

Thor races through the tunnel, comes across a wall of AGENTS. Thor ROARS and barrels through them -- elbowing, punching -- whatever it takes to keep moving. As he takes down the last Agent, Thor sees the last junction box and the entrance to the cube structure up ahead. He races towards it. He can actually see Mjolnir within the middle of the structure, when -- BAM! From out of nowhere, a fist lands a powerful blow across his jaw, sending him reeling. Dazed, Thor looks up to see --

A HUGE SHIELD AGENT

The biggest of them all, standing between him and his hammer in the cube structure beyond. Thor sizes him up.

Thor grins.

Thor and the Huge Agent explode through the wall of the junction box, then crash into the mud, sending them sliding.

Barton has Thor in his sites. The sniper stands still as a statue.

Coulson hurries through the tunnel, ready to give the word to Barton, when he stops short. He sees what looks like an electrical storm erupting inside the structure ahead, directly above the crater... and the hammer.

Jane sees SHIELD Agents and Guards swarming into the cube containment structure.

Thor and the Huge Agent struggle to stand in the mud. Through the translucent walls of the cube structure, Thor sees Mjolnir. The Huge Agent rises up before him, blocking his view. Rain and blood run down Thor's face. He lunges forward, whipping his feet in front of him, then kicks out, nailing the Huge Agent in the chest. The Agent goes down hard as Thor's momentum carries him past. Thor stands, heads for the cube structure, when the Huge Guard grabs his ankle in a last effort. Thor looks back down at his foe, then drops backwards, pile driving his elbow into the fallen Agent's chest. The Huge Agent grimaces in pain, defeated. Thor races back towards the structure.

From outside, Thor rips an opening in the plastic wall of the structure. He stands there -- soaking, bleeding, caked with wet earth. His hammer rests just a few yards before him, energy surging around it. Coulson steps into the structure through an access tunnel, one story up.

As Thor approaches his hammer, Mjolnir starts to glow brighter, blue electricity sparking off its surface. The crackling energy seems to reach out to him. Coulson notices, his interest piqued. Above the open ceiling of the structure, Barton's crane bucket comes into view.

Wind and rain whip around Barton as he stares into his rifle site, locked on the back of Thor's head -- his finger on the trigger.

Thor stands next to the hammer, feels its power. He reaches out to it confidently. Coulson watches from above. Armed AGENTS approach behind him. He motions for them to hold their positions, then radios Barton.

Barton stands ready to take Thor down. His finger starts to squeeze the trigger.

Coulson watches Thor with anticipation as Thor wraps his hand around the hammer. He smiles, triumphant, lifts... but the hammer doesn't move. Thor looks confused, tries again with two hands, to no avail -- anger and frustration overtaking him. He strains with all his might, SCREAMS from the effort, bellowing up at the storm and lightning above him. Something begins to appear on the side of Mjolnir -- glowing RUNES. Thor looks down, sees them. But, still, the hammer doesn't budge. Thor falls to his knees before it, rain pouring down around him, as the glowing runes fade away. He's failed. Unworthy. Coulson looks on, disappointed. SHIELD AGENTS move in, guns trained on Thor, surrounding him. Coulson activates his radio.

As the Agents surround him, Thor doesn't seem to notice or care. He just sits there on his knees, head bowed in the rain -- a man broken, lost. From overhead, we see the hammer in the cube containment room. We pull up as the Guards approach Thor, then continue to climb, until we see the whole camp -- and the extensive damage Thor's done to it during the melee.

85 OMITTED 85 85

Jane lowers her binoculars, sensing things have gone from bad to worse. She steels herself, then starts over the ridge to help him. Almost immediately, a SPOTLIGHT sweeps past her. She hears the sound of DOGS and SHIELD AGENTS approaching, sees the glow of flashlights moving from the base towards her. With no other choice, she makes a quick retreat.

Heimdall stands at his post, watching the scene. He lowers his head.

Jane stands with Selvig and Darcy in the empty lab. Darcy picks up the book Selvig checked out of the library, looks through it.

Jane looks at the illustration in the book, turns to Selvig knowingly.

Jane is unconvinced by this. She knows he wants to believe.

They give her a look, surprised by her unexpectedly insightful input. Darcy shrugs. Jane points at her, grateful for the support.

Jane looks grateful. Selvig looks at her, sees there's no stopping her. He sighs.

Thor sits in a chair, staring forward blankly, hands cuffed behind him. Coulson stands across from him.

(THEN) The men you so easily subdued are highly-trained professionals, and in my experience, it takes someone who's received similar training to do what you did to them. (MORE)

(THEN) (CONT'D) Would you like to tell me where you received your training?

Thor sits silently.

Coulson leaves the room. Thor lowers his head.

FATHER--

Thor stares at him, stunned.

The implications of Loki's words dawn on Thor -- he's responsible for his father's fate. Loki draws close to him, looks in his eyes, consolingly.

Agents and Scientists work to repair the damaged area around Mjolnir. They take no notice of Loki as he steps up beside the hammer. He stares at it -- intrigued, wondering. Can he do it? He reaches down, tries to lift it -- but can't. He lets it go, eyes it with contempt, then steps away. He gestures with his arms. An odd GREEN AND GOLD LIGHT rises from the ground, enveloping him, then he disappears.

Sitwell enters and speaks sotto to Coulson.

Coulson and several other SHIELD AGENTS stand across from Erik Selvig.

The Techie at a computer nearby runs the name.

(THEN) ...is how he described it.

On the Techie's monitor, a DMV record from the State of New York pops up reading "DR. DONALD BLAKE"¬ù. The license photo is indeed a picture of Thor -- the one Darcy took with her cellphone.

The Techie hits a button, and a graphic reads, "SHIELD SECURITY ANALYSIS IN PROGRESS."¬ù Coulson eyes the screen. After a beat, he turns back to Selvig.

(THEN) If you would just release him to me, I promise to keep an eye on him.

Coulson thinks, sizing Selvig up -- then smiles. He turns to an AGENT nearby.

The Techie looks to him, surprised.

Selvig bursts into the room with a SHIELD Agent to find a seated Thor.

Thor looks up, unsure what the hell is going on. Selvig pulls Thor to his feet, gives him a warm hug.

He leads the bewildered Thor out the door.

As Thor and Selvig make their way past the SHIELD Security Room, Thor notices Jane's possessions and equipment from the Smith Motors lab stacked under a tarp. He spots Jane's hand- written journal among them. As he passes, he quickly takes it from the pile and pockets it.

Coulson looks at the computer bearing Donald Blake's DMV record.

A security warning over the image clearly reads "SECURITY ALERT: FALSIFIED DATA."¬ù He knows it's been a ruse all along. He looks to Selvig and Thor heading away from the Security Room, then follows them outside.

Coulson and two SHIELD Agents watch as Selvig walks with Thor away from the base to the SUV. Coulson calls to Selvig.

Selvig and Thor climb into the SUV. As they drive off, Coulson turns to the other two agents -- GARRETT and CALE.

Loki, looking apprehensive, walks alone across the icy surface of the planet.

Darkness shrouds the ruined temple, save for the shafts of light which knife their way in through the damaged ceiling. Loki enters. Frost Giant guards surround him on all sides. Laufey approaches, towers over him menacingly.

Laufey releases him. Loki's body turns back to normal. Intrigued, Laufey sizes up his son.

This gives Laufey pause.

Laufey studies Loki's face.

Loki turns to leave. As he goes, the slightest trace of a smile crosses his face.

Loki emerges out of the Bifrost, as Heimdall steps away from his controls. Heimdall glares at Loki. Loki notices.

Loki sizes him up, smiles.

Thor and Selvig sit at a booth at the back of the local dive. The bartender sets down a couple mugs of beer and two shots of whiskey. Selvig pours the shot into his mug and downs it. Thor follows his example.

Selvig eyes him with interest.

Selvig watches him keenly. This is a different Thor than he's seen before.

Thor doesn't like where this is going.

He laughs. Thor is annoyed.

Selvig looks to Thor, concerned that he's going to lose it. But, to his surprise, Thor remains unaffected by the Townie's baiting.

Selvig stands, steps between the two men.

Just then, Selvig HEAD-BUTTS the Townie, knocking him out. Thor's impressed. Selvig downs his drink, then hurls his glass aside, SHATTERING it on the ground.

Thor and Selvig stumble down the street, singing a NORWEGIAN FOLK SONG. They improvise an impromptu drinking song dance routine involving side steps and happy slaps, optimistically in time with the song.

THOR/SELVIG

(SINGING) "The mood is good, our hearts are full, there's magic in the air. / It's all because we're here tonight, and haven't got a care. / So raise a glass, and toast to life, wherever it may lead / Tra-la- la, tra-la-la, a friend is fine indeed. / Tra-la-la, tra-la-la, a friend is fine indeed!"¬ù Thor holds up a hand for Selvig's last finishing slap. Selvig misses it completely and falls out of frame like a straight dead weight with a CLUNK. WIDE SHOT. Emerging from behind the car where Selvig fell, Thor stands up, Selvig slung over his shoulder, and starts to walk up the street towards Jane's trailer.

The small trailer is in a state of perpetual disarray, strewn with various books, old pizza boxes, etc. A worried Jane lies on her bed, trying to read. She's startled by the loud RAPPING on the door. She bolts to the door and opens it to find --

(TO THOR) Is he all right?

As Thor enters, he BANGS Selvig's head on the doorway. Selvig GROANS.

(THEN) But you ought to be. Thor grins, pats him on the cheek. As Selvig drifts off to sleep, Thor pulls a blanket over him. Jane watches, stunned by their friendship, impressed by Thor's tenderness. Thor turns back to her, looks around.

Thor steps off a ladder onto the roof of Smith Motors. He offers Jane his hand, helps her up. There's a telescope set up, a couple chairs, some blankets.

(THEN) I come up here a lot, now that I think about it.

Thor looks at the night sky, filled with stars.

NOTEBOOK.

She sits down and opens the notebook eagerly, then stops, a harsh realization clouding her face. Thor notices.

Thor moves beside her, opens her notebook, turns to the page which bears a sketch of the Bifrost. He takes the pen from the notebook, begins to add to the sketch, leading from one point to another in space.

(THEN) Your world is one of the Nine Realms of the Cosmos, linked to each other by the branches of Yggdrasil, the Worlds Tree. Now, you see it every day, without realizing. Images glimpsed through - - what did you call it?... (checks her notebook) ...this Hubble Telescope. So, Nine Realms...

They look at each other. She nods. They smile. This is going to be a long night.

Jane sleeps beside Thor on the blankets on the rooftop. He stares up at the night sky. She rolls close to him, nuzzles against him in her sleep. He looks down at her, beautiful in the moonlight, looks out at the town beyond her.

Volstagg eats ravenously from a PLATTER OF FOOD. Sif stands nearby, ill at ease. Fandral watches Volstagg incredulously as the large warrior stuffs himself. Finally Fandral can stand it no more.

(SUDDENLY NERVOUS) Now, shh! Heimdall may be watching! It's said he can hear--

Dawn breaks over the quiet town of Puente Antiguo.

Thor awakens, looks down to see Jane still sleeping, nuzzled against him. She opens her eyes, looks up at him and smiles.

He stands, offers his hand, helps her to her feet.

Thor helps Jane down off a ladder. A groggy, hungover Selvig emerges from Jane's trailer. He sees Thor with Jane. Selvig eyes the two of them together, then:

FROM THE LIBRARY ROOFTOP ACROSS THE STREET

SHIELD Agents Garrett and Cale watch the scene, pointing a small audio surveillance device towards the lab.

Darcy and Selvig sit at a card table, drinking coffee. Thor holds a couple plates as Jane makes eggs on a hotplate. She scoops them out onto the plates. Thor takes them over to the table, sets them down before Selvig and Darcy.

106 OMITTED 106 106

107 OMITTED 107 107

On a roof across the street from Smith Motors, Agents Garrett and Cale continue their surveillance, bored out of their wits. Agent Cale watches the group through the lab window with binoculars. Agent Garrett listens to his comm- link, turns to Cale.

As the group finishes breakfast, Thor looks at the mug in his hand, gets an idea.

In front of her diner, Isabela prepares to open for the day. (Through the window of Isabela's, we see chairs still atop tables.) Isabela sweeps the front porch. She looks up to see Thor approaching. She eyes him suspiciously. He offers her a MUG.

She takes it, looks at it curiously, then smiles at him.

He nods and walks away. She stares after him, smiling, and shrugs.

Sif and the Warriors Three enter warily to find the intimidating Heimdall standing before the Observatory's controls. He glares at them accusingly.

The group looks puzzled. What did he just say?

The others turn to see HEIMDALL'S SWORD stuck into the control panel. They exchange a grin. They have an ally. Sif hits the controls, and the Bifrost apparatus fires up.

Coulson races in as a SHIELD TECHIE calls up satellite footage of the Bifrost storm on a monitor.

Amidst the fury of the Bifrost storm, the Warriors Three and Sif drop to the ground in the New Mexico desert. They clamber to their feet as the Bifrost quickly recedes, the hole in the sky closing up behind it. The Bifrost runes cover the desert sand around them.

Townsfolk stare in wonder at the Warriors Three and Sif, as they stroll down the street in all their Asgardian splendor.

A BOY Hits a baseball, which rolls under a parked car. He runs to retrieve it, but can't reach it. Suddenly, the side of the CAR rises into the air. The boy looks over, his mouth dropping open at what he sees. Volstagg easily holds the car up with one hand.

Volstagg picks up the boy's ball, then drops the car. He hands the ball back to the boy, tousling his hair.

Agents Cale and Garrett spot Sif, Fandral, and Hogun walking down the street.

But before they can, Volstagg rises up behind them, smashes their heads together. They're out.

Loki stands with Gungnir, surveying his kingdom, when an Einherjar Guard quickly approaches him, out of breath.

Loki approaches Heimdall on the Rainbow Bridge.

(THEN) And I say, for your act of treason, you are relieved of your duties as Gatekeeper. And you are no longer a citizen of Asgard.

THE CASKET OF ANCIENT WINTERS.

The blueness creeps from his hands and up his arms, as Loki opens the Casket towards Heimdall, who is fast approaching. From inside the Casket, all hell breaks loose. The fury of the Casket is unleashed, its winds not just howling, but SCREAMING, as ice and snow and darkness come flying straight towards Heimdall. Ice clings to his body, freezing him, but still he moves forward. Loki starts to get worried. Heimdall is nearly upon him. The Gatekeeper swings his massive sword at the prince. But the blade STOPS, frozen, just inches from Loki's throat. Loki breathes a sigh of relief and steps past him.

Loki inserts Gungnir into the Observatory's control panel and opens the Bifrost. He gestures, and the veiled DESTROYER appears before him, a fiery glow rising within it. It turns its head toward its King.

Jane, Thor, Darcy, and Selvig make a charming team, tidying up after breakfast -- washing, drying, and putting plates and utensils away. The door opens.

Thor, Jane, Selvig, and Darcy turn to see --

SIF AND THE WARRIORS THREE

Staring baffled at the sight of the domestic Thor drying dishes in mortal clothing. Jane drops a plate. It goes SHATTERING on the floor.

Thor happily races over and greets his comrades. Jane, Selvig, and Darcy watch the Asgardians from across the room. Jane looks concerned. Selvig and Darcy eye them with wonder.

The other Asgardians exchange puzzled looks.

A few SHIELD vehicles are parked by the Bifrost site. A few SHIELD agents stand nearby as SCIENTISTS take readings. Coulson kneels, examines the Bifrost Runes. He turns to an Agent.

Just then, they hear a RUMBLING overhead, as the Bifrost storm ROARS in the sky above. Coulson and the SHIELD Agents scramble for cover, their vehicle windshields SHATTERING, as the Bifrost storm grows in strength. Finally, the hole in the sky overhead opens, and the funnel cloud EXPLODES out of it, touching down onto the desert floor. Coulson and the Agents shelter their eyes from the maelstrom.

120 OMITTED MERGED WITH SCENE 119 120 120

Thor and the others see the Bifrost storm forming in the distance.

From behind a jeep, Coulson and the SHIELD AGENTS stare at the Destroyer in awe. We don't see it, just its shadow as it moves towards them.

Coulson grabs a megaphone, steps forward, calls out to the Destroyer.

As the SHIELD Agents scramble for cover, a blast of energy from the Destroyer EXPLODES a vehicle. SHIELD agents return fire.

Townspeople fill the streets, staring at the fire fight in the distance. Thor and the Asgardians prepare for battle, as Thor turns to Jane.

Thor looks at the townsfolk around them, all oblivious to the oncoming threat.

Sif looks surprised. Thor turns to Jane, Selvig, and Darcy.

Thor, Jane, Selvig, and Darcy start to herd the crowd of Townsfolk off the streets, as the Warriors Three and Sif head across town, towards the Destroyer.

124 OMITTED 124 124

Laufey and two Frost Giants appear out of the Bifrost and step onto the platform. Loki is waiting for them. He pulls Gungnir from the Observatory's control panel. The giant apparatus slows to a stop.

The site looks like the aftermath of a war zone. The smoldering wreckage of SHIELD vehicles lies strewn about.

Thor, Jane, and Selvig clear the streets, loading confused TOWNSFOLK into cars, moving others indoors.

A dog makes it way down the street, barking at something in front of it. Then we see it --

It unleashes BLASTS as it goes, blowing up cars, setting storefronts aflame.

128 OMITTED 128 128

Sif and the Warriors Three head down the street towards the Destroyer.

Thor looks anxiously back down the street, where the Warriors Three get into position before the Destroyer.

Darcy hurries out of the burning pet store carrying as many animals in cages as she can, then loads them into a truck.

DOWN THE STREET

Hogun and Fandral take off running towards the Destroyer, as Volstagg stands limbering up.

Volstagg takes off running at full speed. As he catches up to his comrades, Hogun and Fandral grab him on either side, and with all their Asgardian might, hurl the voluminous warrior into the air at the black metal behemoth.

The Destroyer is unable to react quickly enough, as Volstagg SMASHES into the creature. It looks like it might actually work for a moment, but the Destroyer stays on its feet. It lifts Volstagg into the by the scruff of his neck. He shrugs apologetically. The Destroyer savagely HURLS him at Hogun and Fandral, smashing into them, when --

Thor sees his friends lying injured on the ground, but has no time to act, as the Destroyer fires in his direction. A storefront near Smith Motor EXPLODES, knocking Thor, Jane, and Selvig off their feet. Thor helps Jane to her feet, when they notice Selvig lying on his back amidst the debris, impaled by a twisted piece of iron.

She and Thor hurry to his side. He's losing blood, going into shock.

Jane takes his hand as Thor spots Hogun's pouch of healing stones lying in the middle of the street. He makes a break for it, dodging through the flaming wreckage, then grabs the pouch and races back. He opens the pouch to find the fragile stones crushed and useless. He pours the contents out in his hand.

Thor looks down the street, sees his wounded friends still lying there, as Selvig sits up in utter astonishment. He reaches through the hole in his shirt to touch his healed flesh.

Thor reaches Sif, who lies dazed, battered, and bloodied on the ground. He pulls her behind a burning vehicle.

She struggles to sit up.

At last, she nods. Thor spots Volstagg lying unconscious, with Hogun and Fandral lying nearby. Thor makes his way towards them. Volstagg is barely breathing. Thor tries to pull him to safety, but it's no use. He won't budge. He rouses Hogun and Fandral.

Thor looks at them, grins.

The two Warriors reluctantly grab their fallen friend and drag him away from the battlefield. After they go, Thor turns to back to the Destroyer, then tosses Sif's shield aside. He strides down the street towards the behemoth, completely defenseless.

Thor reaches the Destroyer, extends his arms. The Destroyer hesitates, sizing up the defenseless Thor, then swats him with its enormous arm. We hear the sickening CRACK of breaking bones as Thor goes flying. Thor lands in a crumpled, broken heap in front of Smith Motors, before Jane, Selvig, and Darcy. The wounded Asgardians watch helplessly from down the street, a look of horror on their faces. Jane tries to rush out to Thor's aid, but Selvig holds her back.

He pulls her into Smith Motors. A RAVEN flies overhead, watching the scene --

Odin lies in the Odinsleep. A single tear rolls down the Allfather's cheek.

Thor's eyes close, his last breath leaving his lips. The Destroyer stands over Thor's body, lowers its head towards him. It opens its faceplate, locks it in place, readying to unleash its fiery blast.

Inside the crater, the RUNES of the side of Mjolnir reappear, burning bright. Electricity starts to CRACKLE on the hammer's surface. SCIENTISTS beside it take notice as it vibrates, and a RUMBLE comes from overhead. They look up. Clouds form in the sky above. Just then, with a CRACK and flash of lightning, Mjolnir flies straight up into the air like a rocket.

The Destroyer unleashes its blast at Thor's body, when --

KRAKAKABOOM!

A blinding BOLT OF LIGHTNING strikes down from above, colliding with the Destroyer's blast. The explosion is massive. The Destroyer is hurled backwards, a cloud of dust enveloping the street. As the smoke clears we see --

THE MIGHTY THOR

Clad in his full battle armor, holding Mjolnir in his hand -- the God of Thunder once more. Thor kneels, brings Mjolnir down onto the ground.

KRAKABOOM!

Lightning strikes the Destroyer. It convulses. Thor swings Mjolnir around, takes off straight up into the air, as the Destroyer gets back on its feet and looks up at the Thunder God. Storm clouds gather around Thor as he summons gale force winds. Debris from the battle begins to rise up into the sky. The Destroyer stays there, kept grounded by its massive weight.

It lifts its head up at the Thunder God, opens its faceplate, locks it in place, unleashes its blast. Thor dives downwards straight at it, with Mjolnir before him. Mjolnir collides with the Destroyer's fiery energy blast, overpowering it, pushing it back, forcing it downwards at the Destroyer. Thor jams his hammer deep into the Destroyer's faceplate. The fiery energy within the creature builds up and EXPLODES within him, firing out of all his openings. Thor smashes the Destroyer to the ground in a tremendous heap, the fiery energy within it extinguished forever. Thor pulls Mjolnir from its faceplate, walks away from its lifeless carcass. As he does, the other objects and debris pulled into the air by the gale winds drop down from the skies, around the Destroyer, burying it. Jane and Thor's comrades, now roused, stand to join him. A battered Coulson approaches with several SHIELD AGENTS.

Thor, Jane, Darcy, Selvig and the other Asgardians stand in the desert with Thor, Coulson, and several SHIELD AGENTS. Darcy turns to Volstagg.

Heimdall stands frozen.

Thor looks to the others with concern.

Darcy enjoys the attention.

Thor shouts back up to the sky.

From inside the ice, Heimdall hears Thor calling to him. Knowing that the fate of Asgard depends on him, he musters all his strength. The ice around him begins to CRACK. With a tremendous effort, Heimdall SHATTERS free from the ice. Weakened, near death, he drags himself inside the Observatory.

The Asgardians begin to lose hope. Volstagg eyes a SHIELD Agent's machine gun.

He joins the other Asgardians at their side. Thor turns to Coulson.

(THEN) If you return the items you have stolen from Jane Foster.

Thor takes Jane's hand, kisses it tenderly. She looks at him, her eyes filled with the fear that she may never see him again.

He takes her in his arms, kisses her passionately. Thor and the Asgardians leap into the Bifrost.

The Asgardians emerge from the Bifrost to find Heimdall slumped over his controls.

Thor bolts out the door.

Odin lies in the Odinsleep, Frigga at his bedside. She hears the SHOUTS of Guards outside, the sound of a battle. Frigga grabs a sword. A Frost Giant bursts in. She swings the sword around hard, cleaving into his shoulder. He swats her aside angrily. Laufey and the Brute Frost Giant enter. Laufey looks at Odin lying helpless on the bed.

Thor rides the winds over the Bridge, speeding towards the palace.

The Jotun king stands over the unconscious Odin, relishing the moment. He forms an ICE BLADE.

Thor races through the entrance to the palace.

Laufey stands before the sleeping Odin.

A BLAST OF ENERGY

Hits him from behind. As the Jotun king falls to the ground, we see it is not Thor standing behind him, but Loki, holding Gungnir.

Laufey dies as the other two shocked Frost Giants move for Loki. He fires Gungnir at one, blasting him against a wall, taking him out.

The Brute is nearly upon him, when the Jotun stops suddenly, his eyes going wide. The Brute falls to the ground,

REVEALING --

He looks to Odin.

She moves to Thor and hugs him, but Thor's eyes remain fixed on his brother. Loki looks at Mjolnir in his brother's hand.

(DEAD SERIOUS) Now, if you'll excuse me, I need to destroy Jotunheim. Loki suddenly raises Gungnir, FIRES it point- blank at Thor. Thor goes flying backwards, SMASHING through the chamber walls, into...

Thor flies from the blast through ANOTHER wall on the opposite side of the corridor, to...

Thor plummets from the palace and CRASHES into the reflecting pools below.

Loki speeds on horseback down the Rainbow Bridge, then quickly dismounts and enters the Observatory.

Loki operates the Observatory's controls. The massive turret spins, points.

Thor awakens to the sound of the Bifrost. He stands, sees the Observatory firing the Bifrost energy into space. He looks to where the Bifrost is aimed.

Thor soars on the winds above the Rainbow Bridge, the Bifrost energy roaring through Bridge, feeding into the Observatory. He lands before the Observatory's huge doorway.

Thor enters, shields his eyes from the brilliant light of the Bifrost energy blasting towards Jotunheim.

He looks over to the controls, sees that they're frozen in an enormous block of ice. Loki stands atop it.

Loki hits Thor across the face with Gungnir.

He swings Gungnir at Thor again. Thor catches it in his hand, rears back his hammer as if ready to return the blow, but instead takes to the air and flies past Loki, back towards the frozen controls. Loki spins around, aims Gungnir, and fires a blast which immobilizes Thor in the air. He hangs there, suspended.

With a gesture of Gungnir, he flings Thor to the ground. Thor rises to his feet, turns to Loki.

He FIRES Gungnir at Thor. Thor dodges the blast, rolls to his feet.

Thor doesn't answer. Loki laughs, realizing he's right.

That did it. Loki and Thor rush at each other. They and their weapons collide. The two battle -- Loki unleashing years of pent-up rage and jealousy, Thor having no choice but to defend himself.

It's mayhem. The growing Bifrost TEARS through the ice of the planet like a destructive wave, breaking it apart. JOTUNS go running in terror, others fall through the breaking ice.

Jane, Selvig, Darcy, and Coulson look up with concern at the hole in the sky, where excess Bifrost energy builds up around it.

Thor and Loki battle savagely. Loki fires Gungnir, sending Thor sliding across the floor and knocking Mjolnir from his hand. The hammer flies into the Bifrost towards Jotunheim. Thor raises his hand towards his hammer, tries to summon it back to him, to keep it in this Realm, but the Bifrost is too powerful. Mjolnir disappears into the maelstrom as Thor himself slides towards the Bifrost.

Thor and Loki come CRASHING through the Observatory dome and land hard, rolling across the Rainbow Bridge. As Thor gets to his feet, he sees Loki dangling off the Bridge's edge.

Thor steps over to the side of the Bridge, sees Loki looking up at him desperately.

Loki's fingers start to slip. Thor reaches down to grab his brother's wrist, but his hand passes through Loki's. Just then, the REAL LOKI materializes behind him. Thor whirls around as Loki STABS him in the chest with Gungnir. Loki lifts Thor into the air, impaled on the spear, and hurls him across the bridge.

Thor, bleeding, rises to his knees. Loki strides up behind him to finish him off, when Thor swing his hammer around. It passes through him. Instantly, another Loki appears next to him, Thor swings his hammer, but that too is an illusion. Loki after Loki appears, Thor futilely swinging at each one, never making contact. Thor falls back to his knees. The Lokis grin as their raises their spears, encircling him.

All of them dissipate into nothingness, save one -- the real Loki -- who's sent flying back across the Bridge, Gungnir knocked from his grasp. Thor steps over to his fallen brother, lying dazed on his back. Loki winces, prepares for the worst, when Thor steps away. Loki opens his eyes, tries to stand, but can't. He looks confused, then sees what the problem is -- Mjolnir rests atop his chest. Struggle as he may, Loki can't lift it off. He's pinned to the ground. Thor looks about him desperately -- at the Bifrost firing towards Jotunheim, gaining in strength, at the surge of energy moving through the Bridge. He's at a loss of what to do. Loki watches him smugly.

Thor raises Mjolnir in the air. Clouds form above him, thunder RUMBLING. Lightning arcs off of his hammer, as he channels the power of the storm into it, then -- He strikes Mjolnir down upon the Rainbow Bridge. The blow is massive, causing a rumbling along the whole bridge, shaking the Observatory itself like an earthquake. A crack appears where the blow struck. Loki rises to his feet.

Summoning every bit of strength he has left, Thor raises Mjolnir one last time, drawing lightning to it from all sides, and brings it down with a final, terrible blow -- KRAKABOOM! The Bifrost SHATTERS, rainbow energy EXPLODING out of it. Both Loki and Thor are hurled into the air by the force of the blast. A wave of destruction moves forward along the Bridge towards the Observatory, breaking it apart as it goes. The Observatory RIPS ITSELF APART. As Loki and Thor fall together, Thor grabs hold of one end of Gungnir, while Loki still clutches the other. They both fall towards the MASSIVE WAVE of Bifrost energy which spews out from the broken Bridge. They're an instant from being blasted by the destructive force of the energy, carried away by the current, pulverized by the debris, when --

A POWERFUL HAND

Catches Thor's leg. Thor dangles there, holding onto Gungnir as Loki hangs onto the other end. Loki looks up, shocked to

SEE --

But it's too late. Odin and Thor can only watch as Loki falls into the rushing torrent of Bifrost energy. It carries him away, along with the debris of the Bridge and the Observatory, disappearing out of sight. Odin pulls Thor up onto the Bridge. Drained, Thor falls back into his father's arms.

The Bifrost energy explodes in the sky like fireworks firing in all directions. Jane, Selvig, Darcy, and Coulson stand watching in amazement. Jane looks back up at the sky, distraught. She knows the significance of what's just happened.

A FEAST is in progress as Thor, Sif, and the Warriors Three sit amongst the gathered Asgardians. Hogun sits between Fandral and Volstagg, who is in the middle of recounting their battle with the Destroyer.

The other gathered Asgardians laugh. Volstagg and Fandral look to Hogun. The grim warrior gives just a trace of a smile.

They laugh and raise another round. Frigga sits nearby, lost in thought, her face betraying the sadness she struggles to conceal. Sif notices, approaches Frigga, bows her head.

Frigga takes Sif's hand appreciatively.

She looks to Thor, who's unable to enjoy the merriment around him.

Thor stands alone on the balcony, lost in thought. Odin walks up behind him.

(THEN) I have much to learn. I know that now. But some day, perhaps, I will make you proud.

Out of the broken, jagged Rainbow Bridge flows the Bifrost energy, drifting off into space. Thor walks out to its edge, where Heimdall stands watch. Thor stares out at the stellar void.

Through the window into Jane's lab, we see an enlarged ILLUSTRATION from her notebook pinned to a board. As we pull away, we see a computer terminal displaying a program clearly inspired by the illustration. We pull further back to see that the lab has been transformed into a well-funded research facility, abuzz with activity. SHIELD SCIENTISTS and AGENTS work with impressive, state-of- the-art equipment. Selvig orchestrates the process, giving instructions to the SCIENTISTS. We continue to track right outside the glass windows and rise up to find Jane sitting at the front of the roof, working at a small, improvised workstation, notebook at hand, as always. She sets up an impressive, HIGH-TECH DEVICE before her, which bears the "STARK INDUSTRIES"¬ù logo. From behind, Darcy approaches, hands her a flash drive.

Jane inserts the flash drive into the device.

Jane hits a switch on the device. Suddenly, a 3-D HOLOGRAPHIC PROJECTION bursts to life over the device, bathing the two women in its glow. We recognize what it is -- YGGDRASIL, in all its beauty.

164 OMITTED COMBINED WITH SCENE 163 ABOVE 164 164

FADE OUT: