Marvel's The Avengers (Earth-113599)

Marvel's The Avengers is a 2012 live-action superhero film produced by Touchstone Pictures and Marvel Studios respectively. Being a culmination of the popular franchises of Iron Man, The Hulk, Black/Hawkeye, Thor and Captain America in the popular Marvel Comics superhero team. It is the eighth film of phase 1 in the Marvel Cinematic Universe. It was released in theaters worldwide on May 4th 2012.

Production
Since the idea for the Marvel Cinematic Universe was first pitched by Kevin Feige & Avi Arad in 2005, the end-game idea was for a team up film with Iron Man, Captain America, Thor and The Hulk in an Avengers style film. It entered development shortly after Iron Man and The Hulk began official production but remained stagnant, with Disney wanting to see how the Tentpole films did before proceeding along. After there success they announced at the 2009 Comic Con Captain America and Thor solo films were in production and The Avengers was going to follow them up, with a May 2012 release date. They later announced that respected veteran media writer Joss Whedon would be directing the film. Robert Downey Jr., Mark Ruffalo, Chris Hemsworth and Chris Evans all had a role within The Avengers on their contracts, in late 2010 it was also revealed many other actors did as well. Including Jeremy Renner and Scarlet Johansson, who would be reprising their roles as Hawkeye & Black Widow respectively amongst the other heroes as part of the team. Samuel L. Jackson, Clark Gregg, Cobie Smulders, Idris Elba, and Stellan Skarsgard were also announces to be reprising their roles. In 2011 it was revealed that the Masters of Evil would be the antagonists of the film. But instead of following the comics, would be made up of the past villains Loki, Crimson Dynamo, Taskmaster and The Abomination from the previous installments. With Tom Hiddleston leaking to Twitter his role in the movie with Tim Roth, Jason Statham, and Mickey Rourke following suit on his claims. There were rumors beforehand of Graviton potentially being the villain of the movie. Joss Whedon confirmed in an early 2012 interview that he toyed with the idea of using either him or Ultron, but ultimately decided that a team of previous super villains united to fight The Avengers would make the most sense for the "creative direction of the film". Whedon also revealed the movie would a loose adaptation of the Ultimates story arc, believing that to be a good blueprint for an Avengers origin story. Principle filming was held through early and mid 2011 and The Avengers was released worldwide May 4th 2012.

Cast

 * Chris Evans as Steven "Steve" Rogers/Captain America
 * Robert Downey Jr. as Anthony "Tony" Stark/Iron Man
 * Chris Hemsworth as Thor
 * Mark Ruffalo as Bruce Banner/The Hulk
 * Scarlett Johansson as Natasha Romanoff/Black Widow
 * Jeremy Renner as Clinton "Clint" Barton/Hawkeye
 * Tom Hiddleston as Loki
 * Tim Roth as Emil Blonsky/Abomination
 * Jason Statham as Thomas "Tommy" Masters/Taskmaster
 * Mickey Rourke as Ivan Vanko/Crimson Dynamo
 * Samuel L. Jackson as Director Nick Fury
 * Clark Gregg as Agent Phil Coulson
 * Cobie Smulders as Agent Maria Hill
 * Paul Bettany as J.A.R.V.I.S. (Voice)
 * Lennie James as Marcus Stone
 * Selma Hayek as Katherine Waynesboro
 * Gwyneth Paltrow as Virginia "Pepper" Potts
 * Powers Boothe as Gideon Malick
 * Stellan Skarsgard as Heimdall
 * Josh Brolin as Thanos (Cameo)

Plot
The movie starts with a helicopter landing on a S.H.I.E.L.D. base. Director Nick Fury walks out of it with Marcus Stone following from behind. They are greeted by Agents Coulson & Hill. Director Fury asks for an update on the Tesseract, and Coulson says Project P.E.G.A.S.U.S. has been making exponential progress. Their scientists have discovered the Tesseract has multiple layers to it, each one being a step closer to the source of the Cube's power. Agent Hill claims the research has been limited though, since Dr. Waynesboro believes tampering with the Tesseract's internal structure might cause devastating damage. Director Fury tells them that shouldn't be a problem anymore, now that they have Marcus Stone, one of the leading experts in the world on Cosmic beings and objects, next to Jane Foster herself. He awkwardly says hello to both Agents as the Director escorts Selvig into the elevator, and down to the lower levels. The two of them come into the main chamber where multiple scientists are studying the Tesseract located within special machine in the center of the room. Director Fury approaches Katherine Waynesboro and asks her what's going on here. She explains that the Tesseract is just a shell, but she every time she tries to crack it open it leaks out strange and harmful energies, including Gamma Radiation. Nick Fury says that isn't harmful, but Dr. Waynesboro assures him it can be. Director Fury then asks her where the Hawk is, and she responds saying "up in his nest". Seeing Hawkeye watch the entire incident hearing nothing but ringing in his ears. When Clint looks down he sees Director Fury and puts his hearing aid back in, jumping off the high ledge. Director Fury says he was supposed to keep an eye on the project, make sure everything is safe. Hawkeye quickly responds claiming he sees better from a distance. Director Fury simply states that the World Security Council is growing impatient and they need answers on what the Tesseract is, and how harmful it may or may not be. Erik Selvig looks over Dr. Waynesboro' research, and asks her to open the containment device so he can have a closer look at it's inner-workings. She claims that the computer has everything he would need, but Stone insists he might be able to find more just looking at the object itself. Director Fury tells them to listen to Stone's demands, he has more credentials then any of them. She puts in the code and the unit begins to open revealing the Tesseract. Marcus Stone walks over to it and starts examining the object, while Director Fury asks him what he sees. Marcus Stone physically picks the Tesseract up and replies "Magnificence". He then turns around and shoots a Tesseract blast which destroys the computer, shortly after doing an uncanny loud whistle. An undercover S.H.I.E.L.D. Agent then takes off his gear, revealing himself to be Taskmaster. Who then uses his mixed martial arts to fight off the S.H.I.E.L.D. Agents and Hawkeye (who he tauntingly says "time for round 2"). The whole room devolves into chaos as Marcus Stone's body starts to change revealing himself to be Loki disguised by sorcery this entire time. Outside the underground laboratory, Agent Coulson and Hill hear something coming, before they're both ambushed by the Abomination who starts mowing down anything in his way breaking through all of the aboveground S.H.I.E.L.D. Facilities. Multiple S.H.I.E.L.D. trucks start trying to drive around to contain the damage and are easily stopped by Crimson Dynamo in an even more advanced suit then before. Agent Coulson tells Maria Hill they need to make sure the Tesseract is secure. Them along with a handful of soldiers go through the emergency escape into the Laboratory. Down there, Hawkeye and Taskmaster are still fighting. The latter stabs Hawkeye with his own arrow. He is about to be shot at by Coulson and Hill until sneaking into the shadows. They instruct the soldiers go secure the Tesseract while they look for Taskmaster. The soldiers proceed to slowly walk through the now eerily empty lab, until seeing Loki bent down holding the Tesseract in his hand. They politely ask him to put it down, and he responds by putting it inside the top of his Scepter, and using it's energy to easily dispatch of the soldiers. Taskmaster then comes to him with a knocked out Agent Coulson and Hill by his feet. After that Abomination and Crimson Dynamo land and approach him too. Taskmaster asks if that's what they were after, some "glowing blue square". Loki says that he didn't free them all from prison, give them their power back for simply nothing. What he has in his hand is an Infinity Stone. One that can easily be used to give them all the power to live like kings for an eternity. Crimson Dynamo said he's never heard of something like that, and Loki simply says Midguardians are so ignorant of true power. He opens a large portal and telling Dynamo that is only the surface of what the Tesseract can do. He then instructs them to walk through it, saying it's a gateway to the other side of the planet. Nick Fury slowly gets up and tells the supervillains this doesn't have to get messier. But The Abomination says they've come too far to not see this through! Director Fury asks what there end game is and Loki says to "make the world free" and when Fury asks from what, Loki replies "freedom", that it is one of life's great illusions, at least to the people of Midguard anyway. Abomination then throws a large desk at Director Fury but he manages to jump out of the way, unnoticed by the villains they all go into the Tesseract's portal. A wounded Hawkeye gets up and sees the Portal start to become increasingly unstable. He runs into Agent Coulson and Hill, and they all agree they need to get out. Agent Hill says how the elevator is destroyed, but Hawkeye says they have to go through the tunnels. The three of them help Dr. Waynesboro and Director Nick Fury go up and through the emergency exit tunnels as the base collapses around them. In the nick of time the five get inside the Helicopter and fly away. Nick Fury looks outside the window of the entire base imploding. He tells the others this is a Level 7 ordeal. The Tesseract is with a hostile force, a team of some recently escaped S.H.I.E.L.D. prisoners lead by the Norse God, Loki. Agent Coulson asks what they should do. Nick Fury says S.H.I.E.L.D.'s priority in Level 7 cases is to act as though the world will keep spinning, and says they need to "recruit everyone". Fury says he and Agent Hill will contact the Captain, Coulson then says he can get a word with Stark, they're close and he isn't too friendly with most other Agents. Hawkeye asks what he should do, and Nick Fury says to get his partner, they'll need some possible back up for you know who. It then shows THE AVENGERS title card.

Act 1
In Kiev, Ukraine The Black Widow is tied up inside a warehouse being interrogated by a group of Mobsters, Hawkeye watches in the shadows, getting his bow ready if they get deadly. She acts scared by the threats to torture her, but after the head Mobster reveals the information she was after, Widow drops the act and easily unties herself beating them all into submission as Clint watches unsurprised. One Mobster was about to hit her over the head until being shot in the lung with an arrow. Black Widow looks up to see Hawkeye coming out of the shadows. She says how she could've handled that herself in a playful tone, but he remains serious. She asks what's wrong, and Hawkeye tells her that the Director has issued a Level 7 emergency, and how it's bad. Black Widow says it's been too long since they've had some world-ending stakes on their hands, this should be fun. Hawkeye tells her they have a road stop before touching base with Fury. "Recruiting someone else I presume" Black Widow infers. Hawkeye affirms her guess, when she asks who. He simply says "The big guy". After that it shows Iron Man submerged in the water fixing a leak at the near-bottom of a cruise ship. He goes above water and gracefully flies to the New York City based Stark Tower, while J.A.R.V.I.S. tells him that their newest addition to the building should be up and running soon. Tony asks what he's waiting for, to power it up. A giant neon blue STARK sign becomes visible on the tower, while Tony lands and J.A.R.V.I.S. begins using Dum-Es to remove his armor, he powers him off for the night claiming he has a date. As Tony goes inside Pepper is there and he asks her what she thinks of the sign. Pepper says how it really came out nice and fits the whole New York style she wanted him to go for. They both pour each other drinks, until J.A.R.V.I.S. comes back online, saying there's a visitor who has an urgent message for him. Tony tells him to make the them wait, but before J.A.R.V.I.S. can respond Agent Coulson comes up through the elevator. Pepper greets him and Tony makes a joke about Coulson cock blocking him. Agent Coulson first asks if Tony is back to drinking again, but he assures The Agent his glass is simply full of sparkling cider, that the program has helped him a lot in the past year. Coulson said he's glad to hear that, and hopes his new found sobriety will help with an upcoming mission from S.H.I.E.L.D. how they need his help for something important. Tony says just because he signed a piece of paper doesn't mean S.H.I.E.L.D. can use Iron Man like a toy whenever they want, Tony has to hear about it first. Coulson hands him a file with all the details, Tony throws it on the table saying he'll read it "first thing tomorrow". But Pepper said it sounded urgent, and that being Iron Man means sometimes dates have to be postponed, but that's okay. He smiles and tells Pepper and Coulson okay, that he'll "do his homework". Agent Coulson proceeds to leave, while Tony reads the files and does searches on his advanced computers, acting obviously surprised about what he is learning. In a Brooklyn Gym, Captain America is boxing. Having flashbacks of World War II he starts to get aggravated and punches it through a wall. Nick Fury and Agent Hill then walk in and asks Steve how he is doing. Maria tells the two men she'll give them some time to talk. Steve explains to the Director his feelings on waking up after 70 years and how different everything is. He never even got to say goodbye to his mom and dad, or dance with Peggy. It was heartbreaking. Nick tells him maybe he was thawed out for a reason, the world can still use him. Steve asks what he means, and the Director says how the Tesseract he tried to protect has been stolen by a group of super powered criminals, how this could be a global crisis if it goes south. Steve looks disgusted, saying this is just what he thought would happen years ago. Nick says nobody could've predicted this happening, S.H.I.E.L.D. needs someone like Captain America to handle it. He ironically replies "I won one war to go fight in the next". Nick Fury sharply replies saying this time the world is much stranger than before, but Steve says nothing would surprise him now, Nick Fury bets he's wrong. It then shows in small-town in Alaska, where Bruce Banner is walking to his shack. He puts his keys down and tries to get comfortable before being approached by Black Widow and Hawkeye. It startles him at first, but they introduce themselves and insist they aren't there to hurt him. In fact, they need his help. Bruce Banner says he just wants S.H.I.E.L.D. to leave him alone, he's a basket case and can't offer them anything besides trouble and pain. That's why they gave him this place in the middle of nowhere. Hell, they've probably brought an entire legion of soldiers to take him down, because they know it's true. But Hawkeye tells him it's just the three of them, with the camera revealing S.H.I.E.L.D. soldiers hidden all outside the home. Black Widow hands Bruce a file, saying how an object known as the Tesseract has been stolen. It leaves off vague traces of Gamma residue, which only someone of his intelligence could track. Bruce says they just need his knowledge, not his wild card of Hulk personalities. They both confirm this and Bruce lashes out yelling "DON'T LIE TO ME!" Black Widow and Hawkeye both unsheathe their weapons after that, and Bruce apologizes for the outburst. Saying he hasn't been involved in stuff like this for awhile. But if it really is as serious as they say, he can come back home for awhile and give it a look. In the Triskelion, Nick Fury is speaking to members of the World Security Council on large screen all over the room. The council claims the best course of action would be a warning to Asgard for their obvious invasion of Earth. But Nick Fury corrects them saying Loki and some convicts are the ones who stole the Tesseract, that Asgard is not hostile to Earth. As a matter of fact Thor, as Asgardian, saved Broxton Oklahoma from a monster attack last year. The council still seems unconvinced, and Fury says that is why he is finding all of S.H.I.E.L.D.'s Enhanced contacts to oppose this threat. Member Gideon Malick says the council will not back the decision of assembling all of these mis-creates to retrieve the Tesseract, citing how S.H.I.E.L.D. has better protocol in place to handle situations like this. But Nick Fury says the Masters of Evil, as he calls them, are four of world's greatest enemies united to create chaos, and humanity needs a way response to something like that. Gideon Malick reminds The Director he can't fight fire with fire, this is the first time they have dealt with something of this nature. It must be handled with thought and precision. Nick Fury says with everything at stake like this he can't back down, they're all meeting on the Helicarrier soon and the World Council can choose to support them or not. At Mt. Wundagore, the real Marcus Stone is being held captive along with the Masters of Evil. Who have turned the interior room of the mountain base into a fully fledged lair. Emil Blonsky (in human form) is sitting down until he is approached by Tommy Masters. Who tells tells him they've exchanged the M.O.D.O.K. for Loki. Blonsky says A.I.M. could've never dreamed of having something like the Tesseract, teleporting them from the boonies of North America to the middle of a mountain in Europe, it's science like he's never seen it before. But he does agree, serving under Loki is frustrating. Taskmaster asks why they don't cut out the middle man and take it for themselves. They promised to look after each other in The Rat. Blonsky says going against an Asgardian like Loki would be foolish now, but in due time their ambition can be fed once again. Ivan Vanko and Marcus Stone study the Tesseract. Loki demands to know why it's teleportation capacities are acting so limited, he is unable to open any portals farther than the moon! Selvig says the cube's outer shells were damaged in the laboratory, which served to regulate the Infinity Stone's power. Without the casing in tact, even someone as powerful as Loki will have immense difficulty using it to it's full strength. Vanko says he's right, he's never seen the material used to forge the cube shell and won't be able to successfully replicate it, even with his engineering skills. Stone adds on how the Tesseract is still powerful even with that limited range. But Loki says it isn't enough, he has an army. One many worlds away and he needs the Tesseract to take them here. Stone begs Loki after that to let him go, there's nothing that can be done for it. Loki laughs telling Marcus Stone he better get used to the chains, after he gives an enslaved and subservient Midguard as a gift to his father, he'll have to take him back. Nothing will stop it! Vanko then says he respects Loki's dedication to pleasing his father, and that he might have a solution to their conundrum. Loki asks to hear his plan and Vanko says they could use an alternative source to stabilize the Tesseract's power, Iridium. Blonsky says how that is brilliant, Iridium is a great stabilizer for emerging light wave energies. Loki asks where they could find it. Blonsky responds saying A.I.M. used to have benefactors who provided them with limited supplies, but he knows one place that might have just enough. After that it shows the camera pan out of Heimdall's eye, as he stands on the Bifrost Bridge within Asgard. Thor approaches him, saying how he wishes to see him. Heimdall confirms he did, saying how he sees Loki returned. Thor is surprised asking where he is and how is doing. Heimdall says he sees him in Midguard, that he appears to be physically well, but even more determined to cause evil in the realms. That he has gained access to the Tesseract of legend. Thor is disappointed by this news, but his sadness turns to rage, as he tells Heimdall they can't stand on ceremony while Loki tries to destroy another realm. He knows they're still in the process of rebuilding Jotunheim but he demands to be sent to Midguard and stop this insanity. Heimdall says he believes the same thing, that he has spoken to Thor's father and while they do not have the resources to offer any support, the God of Thunder knows Midguard well and is the only warrior besides powerful enough to stop this war before it begins. But that he must only stay there to complete his mission, nothing more. Thor seems disappointed by this but agrees to it before being transported through the Bifrost.

Act 2
On the Helicarrier, a quinjet lands on the strip and Captain America walks out along with Agent Maria Hill. She introduces him to Natasha Romanoff, the Black Widow. He puts out his hand and she ignores it, getting right to business. Saying that there was a lot of talk about him after he was found. Steve though insists he's just a soldier like her, doesn't want special treatment or anything. After that the two of them approach Bruce Banner, who quickly introduces himself to The Captain. Steve says how he's heard Bruce tried to re-create the Super Soldier Serum. Bruce confirms he did, that Captain America was the first superhero, an icon. He says that he's also heard Bruce knows how to locate the Tesseract. As the two of them keep talking until Agent Hill approaches Black Widow and asks her if there was any word on Stark. Black Widow says she had Hawkeye go make sure Tony understands the situation, but he hasn't called back since, they need to just move forward without him. Agent Hill doesn't seem particularly happy about this but agrees with her yelling out for the crew to "fire it up!" Suddenly the entire ship begins to move, as Bruce & Steve wonder if this is a sub-marine Hulk sarcastically claiming putting him a pressurized tank underwater is a "great" idea. But both heroes stare in awe as the Helicarrier starts to fly instead of going underwater, Captain America saying they didn't have anything like that in his day. Bruce says "me neither". They all go inside to the main control room where S.H.I.E.L.D. Agents left and right are working, in the center Director Fury giving the commands. Captain America explores giving him the ten dollars from the bet. Director Fury greets Bruce Banner, who notices Dr. Waynesboro and seems more comfortable afterwards. Once that reunion completed Bruce starts giving his opinions on how to trace the Gamma Radiation signals. Director Fury is happy he has plans and says how with him on board they'll stop the Masters of Evil in no time. When Bruce asks if that's what they're actually called, Agent Hill says "Nope. That's all Fury". He quickly replies asking what else they would call them!? Bruce is then escorted to the lab by Black Widow herself. Steve Rogers stands in one of the hallways before Agent Coulson walks in. He nervously tells Captain America he is a big fan and was there for his defrosting. He then shows him some cards. Steve is surprised to see them, and Coulson says they're vintage. He also wonders if Steve would be kind enough to sign them, but being overwhelmed tells Coulson he'll do it after he's done looking around the Helicarrier, he politely understands. He also adds on he's made some improvements to the Captain America suit. Saying the world could use some "old fashion'" right about now. It shows Bruce Banner and Katherine Waynesboro in his lab, using his newly formulated algorithm for more sensitive trackings. They both see a large swath of Gamma Radiation on the move through Europe. The Tesseract has to be there, and something else. Katherine says how she was knocked out in the first attack, but there were reports The Abomination had a hand in stealing the cube which causes Bruce to take off his glasses, but calms himself down through breathing. He then says to tell the others so they can handle it. It then shows at a party in Stuttgart, Germany Loki is undercover via shapeshifting once again and simply admires the entire celebration. Outside Taskmaster uses his skills to take out the guards and begin sneaking into the upper levels to get the Iridium. While he makes his way through it shows on the Helicarrier Steve Rogers looking at his new Captain America suit and shield, with a sign of approval. Black Widow tells him she thought it looked tacky, but they insisted it. Steve chuckles and tells her he might actually agree, but tradition rules. He takes his shield off the rack and is about to get ready. Back in Germany, Taskmaster finally makes it to where the element is stored and instructs over the com for Vanko to "do his thing". It shows outside the building Vanko hacking into the building's security with Blonsky watching after him, commenting on how sometimes he wishes he couldn't control his transformations now. Because then Loki would have to let him go in and bust heads, that sitting here while he fiddles on the laptop is so boring. Ivan tells Emil to shut up, he's almost got it. After that Taskmaster takes what they are after and gives the signal to Loki. He then attacks the host and unveils his disguise, causing mass panic. Loki starts walking outside, using his Scepter to blast anything in his way. Blonsky says "it's show time" while Ivan Vanko gets suited up and Emil turns into the Abomination. They work with Loki to start herding the people, until they're all trapped in submission. Loki starts demanding they all bow to him, and the people follow suite. He begins to say this is natural, mortals bow to gods, that is how it has always been and will always be. An old man stands up though opposed to what they're saying, and Loki tries to blast him with the Tesseract, but at the last second Captain America jumps down and blocks it with his shield. Crimson Dynamo and Abomination go after him as Captain America futily tries to fight them off. As he's almost about to be killed he sees a S.H.I.E.L.D. quinjet above him manned by Black Widow which starts shooting at them. Crimson Dynamo flies and goes after it and Abomination controls the people and Cap tries to keep him away from them. This continues until Loki starts using dark magic to start holding down Captain America and damage the Quinjet. That in addition to Crimson Dynamo almost brings her down, until suddenly Black Sabbath music is heard and a missile knocks Dynamo off her trail and shoots gamma dampening nanites that weaken Abomination. Captain America is then released from the Black Magic by a plasma blast shot by Iron Man. Who lands next to him and formally greets the Captain, both now prepared to fight Loki. The God of Mischief with his magic and Asgardian strength manages to beat down both heroes, until the Scepter gets knocked out of his hand in a sneak attack with Captain America's shield. Both race to it but Iron Man just barely grabs it in time holding the weapon towards Loki. Not wanting to face the power of an Infinity Stone, submits to them. In the background Abomination helps up Dynamo and goes to the evacuated party building, where they meet Taskmaster. Both Emil and Tommy say they're leaving, Crimson Dynamo says they can't abandon Loki, he brought them all together. But Abomination says he's done being a servant and he can feel his Gamma Radiation fading while his Arc Reactor is busted from the sneak attack. They're too weak to fight S.H.I.E.L.D. now. Taskmaster hops on his back as Abomination jumps off and Crimson Dynamo flies away. In the quinjet, Iron Man says they're lucky he showed up when he did or Cap would've been a red smudge. Black Widow asked what made him change his mind, he was hesitant when Coulson tried to recruit him. Iron Man simply replies "Then I found out Vanko was back." Captain America asks Iron Man if he knows him, he replies saying he does. That he tried to ruin his life a while back because of something his father did. Steve says how Howard was good man, he wouldn't hurt someone like that. Tony gets defensive saying he knew him better than he did, that Captain America missed a lot throughout the decades. Iron Man then adds on speaking about Crimson Dynamo, shouldn't they be looking for him and the others. Captain America actually agrees, saying they shouldn't leave the other Masters of Evil roaming around. Iron Man asks what the hell Steve just called them, and he claims it's "Fury's nickname for Loki and his associates." Loki himself says that it has a "sinister vibe" to it. Black Widow says they have Loki & the Tesseract, they just need to return those to base right now and worry about the rest later. Iron Man tells her he forgot that S.H.I.E.L.D. is like most other government organizations, blinded by bureaucracy, that he could solve this entire ordeal tonight if they let him. Black Widow tells him that they've been at this way longer than he has, charging right into danger never helped anything, that he should try having faith in this system. He tells her that's ironic coming from someone who tried to dismantle a decade ago, insisting he read her file. Natasha remains unshaken by that and says the experience showed just how firm S.H.I.E.L.D. really is.

After that they hear thunder, which causes Loki to get uneasy. Iron Man mocks him asking if it genuinely scares him, but Loki proudly insists that what usually follows up actually does. Literally moments after stating that Thor himself lands on the quinjet and physically rips the door off, pushing Iron Man & Captain America to the side while grabbing Loki and flying him away. Iron Man immediately starts trying to go after Thor to get Loki back. Captain America follows him and they both jump out of the quinjet into the Black Forest. Thor lands too with Loki under him. Reprimanding him for all he has done, and how Odin will punish him for this mad quest. But Loki says far from it, Odin will thank him because he will restore the subservience of Midguard once again. But Thor says Asgard has never demanded needless worship from the other realms. Loki laughs saying he should thank Loki for what he's doing, he gave Thor an excuse to with the people he clearly has more loyalty towards. Thor tells him that's not true, but holds back in anger. Thor recomposes himself and then says it isn't too late to stop. He can still come home, they may not be blood but they grew up together, and should stay that way. Loki insists everything Thor has he should have, he is better in every way and he's going to prove it. Before Thor can reply he is ambushed from behind by Iron Man for taking Loki. Thor gets up and tells him Iron Man to stay out this, Loki will be dealt with by the Asgardians. But Iron Man says until Loki gives the secrets of the Tesseract up he can't let him be taken off Earth, the conflict of interest causes the Norse God and the Iron Soldier to begin a brawl. Iron Man tries to strike him again but Thor tanks the punches without much difficulty, then using super speed to return strikes with Mjolnir. After knocking Iron Man back a few feet he summons lightning from the sky and strikes him with it, indirectly powering his suit up to enhanced levels. Strong enough to actually do a damaging strike to Thor, which he is surprised at. Captain America soon comes in to try and break the fight up. Thor, already enraged tries to strike him with Mjolnir. But the Captain's Vibranium shield is able to successfully resist the might of the Uru Hammer and all of the kinetic energy to be reflected, knocking Thor back fifteen feet. After that Captain America helps Thor up (insisting he "needs no help"). Iron Man says they have to get back to the Helicarrier with Loki. Captain America says Thor is free to come with them if he can stop being so violent, Iron Man adds on and "hammery". At Mt. Wundagore, Taskmaster, Crimson Dynamo, and Abomination are talking to each other. Ivan Vanko says how S.H.I.E.L.D. will be after them for the rest of their lives now, and don't even have a weapon to defend themselves! Emil Blonsky said he's paranoid, as long as they have Marcus Stone in their captivity, they will have to play ball with them. Vanko claims that won't be enough, they agreed to work with Loki so they could all rule over the Earth, they won't be getting anything without him or the Tesseract. Tommy agrees with Ivan, saying how he would've liked to see what it could do. He also says how he knows Blonsky wants to see that kind of power in action as well. Emil says he's right, getting it back would be agreeable. Ivan Vanko tells them a sneak attack, on S.H.I.E.L.D. wherever the Tesseract is located, might throw them off long enough to take it from them. Blonsky does say he can use his own knowledge on Gamma Radiation to track it down. Taskmaster adds they have Stone who can also be helpful in locating it. He says he'd never do anything for these vermin, but Taskmaster claims he can be a little "persuasive". On the Helicarrier, Loki is being taken into his own personal prison by S.H.I.E.L.D. Personnel. In the control room Thor, Black Widow, Captain America, Hawkeye, and Bruce Banner are all sitting down. Captain America asks Thor why Loki came to Earth to create the Masters of Evil and is even after the Tesseract in the first place. Thor says how Loki had gone mad with power, wanting desperately to be the successor of their father Odin. He insists that taking over and enslaving Midguard will garner his approval, he also claims to have an army. Black Widow asks what the army is, and Thor says he does not know. After that, Hawkeye says whatever it is it's coming to Earth soon, and someone needs to interrogate Loki for answers. But Captain America says he probably won't budge, Loki seems to be as closed off as you can get. Bruce Banner adds if Loki is a lost cause then they need to figure this out themselves, starting with why were The Masters of Evil were trying to acquire Iridium from Stuttgart in the first place. Tony Stark then walks in saying it's a stabilizing material, likely to try so they can try to form more stable portals from the Tesseract, keep them open for longer, make them bigger, etc. Bruce Banner begins to add on how Tony has a point and brings up his own scientific facts to back it up, which Tony seems to appreciate. Developing a respect for Bruce's shared genius. Captain America said that is likely why Dr. Waynesboro has been having minimal luck with dismantling Loki's Scepter from the Tesseract, the instability would be too great breaking them up. Hawkeye then says Bruce Banner and Tony Stark should help out, since they know what's wrong it couldn't hurt. Agent Maria Hill comments the sooner they can get the Tesseract in it's fullest form again and away from that weapon, the sooner they can lock it somewhere it can't be found or misused again. After it's settled the three of them begin heading to the lab where Hawkeye thanks Tony for coming in the first place saying he heard from Coulson that he was having some commitment issues with S.H.I.E.L.D. and he hopes that's behind him now. Tony sighs and in a snarky tone says not to thank him, he's under contract. But he appreciates offering him the chance to see some real science and then catches up with Banner & Waynesboro.

It then shows Loki in his prison cell, where he is approached by Director Nick Fury himself. Who tries to intimidate the trickster by saying if he tries to escape, there is a latch that releases the prison cell out of the Helicarrier and right into the ground. Loki remains stable and eventually tells Nick Fury how desperate he must be to try and stop the Tesseract's true potential from being reached. Nick says how he's just doing what Loki already did, assembling his friends for a common purpose. Loki claims it's not that though, Nick Fury had the Tesseract, he could've done all of this himself. But he choose to hide it away, research it for the "good" of humanity, Is it because he was afraid of true power, or is he desperate to hide something. Nick seems disgusted by Loki's attempt at looking into his motivations and simply walks out.

Thor is looking at a picture of Jane Foster until being approached by Captain America. Who asks who he's looking at, Thor tells him it's a good friend of his named Jane Foster, The Captain remembers her stating that he heard S.H.I.E.L.D. escorted her to safety knowing that she could be a high priority target for Loki. He also says how he's sorry for what happened in the Black Forest yesterday, he knows Thor was just trying to bring his brother back home, he had no intention of trying to overstep America's boundaries with Asgard. Thor tells him he appreciates the apology and regrets being so violent before, saying this has all been very stressful for him and his family. Steve says he understand that the world can be a weird place, having woken up in what is essentially another world. He's lucky to have S.H.I.E.L.D. helping him get by.

Thor says Jane Foster and Marcus Stone help him when he first came to Midguard. That it's unfortunate Stone was not able to be protected like Jane was, it's no coincidence the Masters of Evil would go after his friend, that he can only imagine the horrors they are inflicting on him. Captain America says how he made a vow to always return his Howling Commandos home alive, Erik will be okay at the end of this, he's sure of it. Thor says they both have shoes to fill then, Midguardians believe that those of Asgard are gods above them, Loki too, as well as others in the Kingdom. But when they come to Earth they simply behave like Bilgensnipe's, Steve asks what that is and Thor explains them to be mythical Asgardian creatures that don't exist on Earth. Cap then says they should check on Stark and Banner's progress with the Scepter soon. In the Helicarrier lab, Bruce Banner, Tony Stark, Katherine Waynesboro are all studying the Tesseract & Loki's Scepter. Katherine Waynesboro and Bruce Banner say how the Iridium can definitely stabilize the Tesseract enough for them to do what they will with it. Bruce adds on the bindings keeping the Scepter together would be really hard to bypass, it might take weeks to add enough of the Iridium and break down the weapon. Tony Stark offers the solution of using unstable Isotopes to force the Tesseract out of the Scepter, before mixing the Iridium, won't even hurt the Asgardian technology. Dr. Waynesboro says that's a brilliant proposal, and that she now regrets not taking that internship with Stark Industries.

Tony says he could research the Tesseract notes more to check, buy physically cannot with all the firewalls in S.H.I.E.L.D.'s database he can't hack through. Katherine then leaves to go ask if they can be lifted for them to check the Isotopes. Tony and Bruce then talk about where they went to College, where Bruce explains his impressive credentials at Culver University. Stark then offers him a job at his Tower in New York City, saying how it will be a stress free environment. Bruce just stays quiet and Tony says "besides, you'll have me to keep you company." and gives Bruce a small electric shock on the shoulder. He awkwardly laughs until Captain America walks in with Thor claiming how Tony Stark could've endangered the whole ship. He then asks if literally everything is a joke to him. Tony Stark claims only joke here is how much of S.H.I.E.L.D. is locked away. He can barely work to figure out a solution without any real information of their resources and goals. Captain America says they have secrets for a reason, but Tony says they're a peace organization that tells the world nothing, kind of makes him wonder what was going on with the Tesseract in the first place and if he should dissemble it from the Scepter at all for them. Thor claims how it wouldn't surprise him, S.H.I.E.L.D. had been a nuisance to him while on Earth and the Tesseract does have a history of corrupting Midguardians. Iron Man then brings up how a certain Johann Schmidt fit's Thor's description. Captain America asks if Tony seriously thinks S.H.I.E.L.D. would treat the Tesseract anything like Hydra would. Thor then asks Bruce Banner what he thinks of all this, he's been awfully quiet the entire discussion. He says he has no opinions, he's just observing for now. Captain America says he has the right idea, they just need to follow orders and get back to work. Tony and Steve debate for longer, before Steve simply walks away.

Captain America then runs into Hawkeye. Who asks him what's the matter, he says how Tony Stark's getting cold feet, and Banner doesn't look far behind. A war can't be won with a team divided. Hawkeye says he's sorry Steve's having trouble and offers to help him take a look around the file rooms and see if there's actually anything worth hiding. The Captain says it would be unethical, S.H.I.E.L.D. has it hidden for a reason. But Hawkeye says if they truly aren't hiding anything, it wouldn't matter. Besides, it's not the first time Nick Fury has been underhanded. He owes him one. Captain America's own curiosity taking over, he agrees to do it with Clint. Loki still sits inside his cell, until Black Widow approaches and asks him how he found Taskmaster again. Loki asks why she would want to know that, does she have history with Mr. Masters. Black Widow says he and her have been fighting for awhile now. She personally took him down, and needs to know how he got out again. Loki starts taunting her saying he went into The Rat and read the files on all their prisoners. He broke out Emil Blonsky The Abomination, Ivan Vanko the Crimson Dynamo, and finally Tommy Masters the Taskmaster himself. He used the Dark Arts to restore Blonsky's power, and created Dynamo a brand new suit, and simply let Taskmaster do what he does best. Black Widow listens, and Loki says Taskmaster told him everything about her past. How much blood is on her hands, what he will do to break her and Clint when he finds them. Maybe he won't even be able to, they'll destroy themselves trying to conquer the unstable Tesseract. Black Widow then drops the act and reports to Maria Hill that Loki's plan is to have the Tesseract create another portal and destroy the Helicarrier. She simply pretended to ask him those "sincere" questions in order to indirectly gain that info.

Thor walks over to Agent Coulson and says it's good to be on the same side in this battle. He claims they were always on the same side, they were just being extra-cautious back in Broxton. Thor says S.H.I.E.L.D. and Asgard must have mutual respect for one another in order to avoid more conflict like that from happening in the foreseeable future. Agent Coulson tells him he can't always agree to that, Asgard's a foreign entity they don't know much about, they'd need to check in with the rest of his people to solidify a deal like that. Thor says he understands and once this is done would be more than willing to comply, even saying how Coulson would be a great representative for S.H.I.E.L.D.

Nick Fury then interrupts them, saying how Agent Maria Hill and Black Widow devised a plan and got Loki to reveal his motives. Which is having S.H.I.E.L.D. toy with the Tesseract and his Scepter to destroy the Helicarrier. Thor says he must've damaged it worse and further destabilized it. It might've been why he went after the Iridium and neglected to reveal this hoping S.H.I.E.L.D. would fall into the trap. Loki has always been a mischievous one. Nick Fury says then they have to insert the Iridium first and then remove it to avoid that, the opposite of what Stark, Banner and Waynesboro plan to do. In the lower levels, Captain America and Hawkeye are searching through the old S.H.I.E.L.D. files. Steve uses extreme agility to jump up to the higher levels which cause Hawkeyes to simply mutter "showoff" as he goes up with the stairs. While there they both search in all the boxes, Clint casually saying it all looks clean. Captain America seems to concur until opening one full of Hydra-esque looking weapons. They both stare silently as Captain America then shows signs of both disappointment and rage. Katherine Waynesboro with Tony and Bruce Banner are working in the laboratory. Tony Stark approaches Bruce and says that he was talking with Katherine, and the amount of Gamma Radiation should've killed him. The "other guy" might've actually saved his life. Bruce says it's ironic. The Hulk saved his life and yet he spent months in Brazil and Siberia trying to shut him out, maybe that would kill him. Tony says he knows the feeling of that dilemma. The Arc Reactor is the only thing keeping shrapnel from getting into his heart, so close to death all the time, but the Reactor is what powers his Iron Man suits, what makes him a hero. Could the same not be said about The Hulk. Bruce says what Tony has is just a physical alteration, but Bruce has is a mental illness leading to uncontrollable destruction. Before they can talk more Nick Fury comes in and tells them to stop what they're doing, Loki and The Masters of Evil had already destabilized the Tesseract too much. They need to put the Iridium in first and then try to dismantle it from the Scepter. Tony is rebellious and asks why should he listen to them, all he does is keep secrets, trust is a two way street. Bruce says he agrees and asks what they could be hiding behind all those security firewalls. Captain America and Hawkeye walk in holding a gun and Steve says one of the secrets was to use the Tesseract for weapons, just like Hydra did in World War II. Dr. Waynesboro asks why S.H.I.E.L.D. would ever do something like this, and Hawkeye tells the Director not to lie about this. He's worked with him long enough that they all deserve the truth. Black Widow and Thor also both come in asking what's going on. Tony Stark asks S.H.I.E.L.D. has been lying about. Captain America even tells Director Fury that he was right about him, S.H.I.E.L.D. only thawed him and dug the Tesseract up for their own selfish intentions. Nick Fury tries to back himself up. He first claims S.H.I.E.L.D. worked alongside the World Security Council and Gideon Malick to do this so it was not all of them. But that last year Earth was invaded by Asgardian weaponry that nearly destroyed Broxton, Oklahoma and with the rise of other superpowered individuals they need weapons to keep it all contained! Thor says how that was a foolish decision, as humanity is not ready for an item as advanced as the Tesseract, Asgardians barely are! Bruce says how Fury didn't assemble them as a team, they're probably just another weapon for S.H.I.E.L.D. to use however it pleases! Black Widow tells him that's not how it is, but Bruce says that's how General Ross had been using him for years. Tony says Bruce should be mad about this, but Captain America says not to encourage him. They both start to get in and argue one and one, with Steve saying without his armor Tony is no hero at all. Tony responds saying that Steve is just an experiment, and everything special about him only came from the Super Soldier Serum. Black Widow goes in between insists both of them break it up. It shows inside an aircraft heading towards the Helicarrier being driven by Taskmaster himself. Emil Blonsky says from his calculations the Tesseract is here, Ivan Vanko gets his suit on and says how he hopes Tony Stark is there. Taking the Tesseract from him would be justice in every way. Crimson Dynamo then shoots a missile which starts gaining speed towards the Helicarrier. Director Fury says they should all take a breather, and for Hawkeye to escort Bruce Banner back to his room. But he knows that's because Fury thinks he is the most dangerous. Waynesboro adds that he certainly is a danger, but Bruce said they're fools if they think he was just singing kumbaya in Alaska. He was learning how to fight his inner-demons, control himself. He was making good progress too. Until they dragged him back into this mess. But nonetheless he did find a trick, which is... the whole ship beings to goes in flux after the Missile made impact. Tony Stark and Steve Rogers wake up in a completely different room, and prepare to defend it from the Masters of Evil! They both start moving as Tony Stark opens up a special container holding his latest Mark VI Iron Man suit. After the Helicarrier starts veering in all different directions, Emil Blonsky transforms into The Abomination and jumps onto the landing strip. Fighting off the S.H.I.E.L.D. Soldiers who tried to oppose him. Director Fury gives orders to Agent Maria Hill and Agent Phil Coulson in the control room to try and stabilize the engine so they don't all crash. The Director helps Hawkeye and Dr. Waynesboro up. Nick Fury then notices Captain America and Iron Man are gone, he calls Black Widow on his bluetooth asking where she is. Natasha says she must've landed somewhere else, but she's fine and has an eye on Banner. Who is knocked down next to her. Director Fury demands they find the Tesseract and keep it safe, the Masters of Evil must've found the Helicarrier and they can't let it get into their hands again. Taskmaster lands the Aircraft on the landing strip and starts going down a man-hole deeper into the Helicarrier. Black Widow then gets up and sees Bruce Banner is really hurt, she tries to talk him out of transforming promising she will get him out of this. They just have to find the Tesseract. He uses techniques and stays calm as Black Widow tries to get them out of there, they then see S.H.I.E.L.D. Agents flying all directions as Abomination runs up to them. Bruce and Natasha are both scared, as the former says Katherine was right, but it's impossible. How could Blonsky have gotten his power back, they drained it from his system. He says that Loki's sorcery is truly spectacular and Black Widow quickly launches a grenade and runs into a bunker with Bruce. While there he starts to get frustrated, saying how no one is going to able to stop The Abomination, he needs the other guy, he needs The Hulk. Black Widow begs him not to transform, but when Bruce looks at her again his eyes are glowing green. He then slowly begins to transform into The Hulk while Black Widow watches in terror and eventually runs away, with the green behemoth chasing her. She tries to hide away, but Hulk finds her and she eventually runs through a large room when he instead finds Abomination and the two monsters begin to brutally battle. Nick Fury makes it to the control room and asks Coulson for an update, he says the Crimson Dynamo dislodged their first engine and is going after the others. Nick then sternly demands they fire after him, their missile system is still working. They agree to do it, and Maria Hill starts shooting it at Dynamo in mid-air. Nick Fury then runs outside to the landing stripe and takes out a Rocket Launcher shooting it and hitting the Masters of Evil Aircraft, now they have no way of truly escaping. Captain America walks over to the broken part of the Helicarrier, when Iron Man comes and Steve tells him to go inside and start trying to fix it. The two heroes work together to try and repair the engine along with J.A.R.V.I.S. until Taskmaster jumps down and kicks Captain America in the head. Iron Man offers to go help, but Cap says to keep fixing the engine. He'll take care of Taskmaster. The two start fighting. Hulk and Abomination keeping punching each other until Hulk eventually knocks him through a large shaft. Some S.H.I.E.L.D. Agents applaud his effort until Hulk roars to them and is almost about to attack until he is knocked into the next room by Thor. Who claims he's heard legends of The Hulk's strength and relishes the opportunity to feel it himself. The two powerhouses then start to fight. Hulk being unable to lift Mjolnir despite his strength, and Thor dodging thrown quinjet wings. Captain America continues to brawl against Taskmaster until Black Widow comes to help neutralizes Taskmaster with her glock. Captain America and Black Widow both try to help Iron Man in his effort to fix the engine, while Tommy gets away. Director Fury tells them to keep shooting, until they've taken down the Crimson Dynamo. Nick then tells Agent Coulson to go to the Prisons, there's news of a break in, he follows orders and quickly goes there. Suddenly, The Abomination comes into the Control room and starts wrecking havoc. Agent Hill and Director Fury shoot at him, until Hawkeye uses multiple explosive arrows placed across the room and blows the Abomination down a few floors out of the room. Agent Hill says that solved one monster problem, but that The Hulk is on board and causing destruction. Nick Fury says to go full force into slowing him down, even if he was on of their own. Thor and the Hulk continue their battle while a S.H.I.E.L.D. Ship begins shooting at The Hulk. It distracts Hulk causing him to jump out and attack the ship. Thor then flies out to continue attacking Hulk until Tony asks for his help securing the Helicarrier exterior. They both fly off in different directions until Iron Man is ambushed by Crimson Dynamo. Who says all of this destruction and pain is his fault, all because of his father's selfish pride. But Iron Man says he choose to do all this, and he will destroy Dynamo for it. When the two begin their flying battle, Captain America goes to one of the main reactors of the Helicarrier and uses his Shield to hold back the intense heat leaking out, attempting to stabilize it with Tony currently pre-occupied. Crimson Dynamo gets the best of Iron Man knocking him onto the main deck and then begins going after The Hulk, eventually blasting him off the edge of the plane he was standing on. In the prison room, Loki sits inside his cell until he sees Taskmaster walk in holding the Scepter. Loki isn't surprised to see him, claiming he knew they would be back. Taskmaster said Blonsky wants to lead now, but that he came back for the Tesseract and is contemplating letting him out. Loki says they'll never know how to use it without him. Blonsky is too short sided to understand such divinity, he's only after his own personal power. Taskmaster knowing Emil lets Loki out and gives him the Scepter. As they both try to walk out Agent Coulson approaches them with a powerful gun. Claiming even he doesn't know what it will do. He asks Taskmaster where Loki is (who is mysteriously no longer next to him). Taskmaster says he's right behind him. Right after saying that Loki uses the Scepter's sharp edge to impale Coulson in the heart. Taskmaster simply laughs, saying he always hated him. Loki then instructs him to regroup the soldiers, they have what they came from. It's time to go. In the control room Director Fury keeps barking out orders until Taskmaster from an opening shoots a disabling arrow that turns off their controls and makes the Helicarrier start to go off course. Crimson Dynamo in the middle of flying gets the signal from Taskmaster that they're leaving and flies off. Iron Man then starts trying to control the ship by pushing it and messages Captain America, instructing him ways he can get the power in the Helicarrier again. But it's still veering off course and is too heavy for Iron Man to keep supporting it, just as his systems are nearly giving out Thor flies underneath it and with an amazing act of Asgardian and god-like strength lifts the entire Helicarrier keeping it airborne until Captain America finally jump starts the back up engines. Thor then lands back inside and runs around to see the prison opened and Agent Coulson on the ground dying, Thor yells and runs after Loki, who turns out to simply be an illusion. Within the empty prison cell he is attacked by Abomination who in the tight space beats Thor badly.

Loki then closes the cell with Taskmaster and Abomination by his sides, and Tesseract in his hand. and drops him out. Thor says how he has truly gone mad, committing senseless murders and working with these criminals. Father will never forgive him for this. Loki says he'll take that risk and drops Thor out with the prison cell. In the middle of falling though Thor manages to fly through the metal of the room and break free. But only soon after realizing he's away from the Helicarrier in the middle of nowhere. Taskmaster begins to scout ahead until he is ambushed by Black Widow and Hawkeye, defeating both. Soon, Loki & Abomination catch up and Tommy confirms he has the Iridium Loki hoping it will truly work as they wanted it to. Iron Man continues to fly alongside Helicarrier looking for Dynamo before Captain America calls him back in. After that it takes Iron Man awhile to reorganize himself and fly to the ship. On the landing strip Crimson Dynamo joins up with the rest of the Masters of Evil and Loki uses the Tesseract to teleport them to Mt. Wundagore, claiming that the Unstable Isotopes will temporarily keep it stable. Nick Fury and Maria Hill explore around the Helicarrier and find Coulson. Maria Hill gets emotional and Fury tries to help him, but Agent Coulson says that he knows this is the end of the line. It was an honor serving with Captain America, and all these amazing heroes. That they're going to win. Director Fury asks why he's so hopeful despite all that's fallen upon him, but Coulson says the Masters of Evil "lack conviction" and he knows they'll avenge him. He closes his eyes and Maria Hill and Director Fury both shed a tear. Coulson gets taken away of a gurney as Captain America, Iron Man, Black Widow, and Hawkeye shamefully watch!

Act 3
They're all sitting down. Tony Stark says Agent Coulson helped him when no one else did. He wouldn't be here, wouldn't have anything without him, and he wasn't even be there to save him. Captain America regrets not signing his cards. Black Widow agrees with Tony saying Coulson was one of the only men who really believed in her, really saw the good in her after all of this. Hawkeye says how the Masters of Evil have hurt one of their own, and he knows not to take this job personally but he wants revenge. Iron Man says they all do, Director Fury adds this is the reason why S.H.I.E.L.D. was using the Tesseract in the first place, to stop people like Loki, like The Masters from committing atrocities like this. It's the only way they can stay safe. Captain America then adds on what if it doesn't have to be. Iron Man asks what he's talking about, and Captain America they were all brought together as a last minute back-up plan by S.H.I.E.L.D. when Project P.E.G.A.S.U.S. fell through, but what if they weren't the back-up they were the first choice. A group of the Earth's Mightiest Heroes dedicated to defending the world when it needed it the most. Hawkeye asks if they would be like The Masters of Evil... but good? Captain America says that is precisely what he means. Coulson's sacrifice can't be in vein, all of their sacrifices can't be either, if someone hurts the world then they have to be its Avengers. Iron Man stands up and says he concurs with everything Steve said, despite what happened they saved the Helicarrier together, they held back The Masters of Evil. Black Widow says the world could really use a team like that, Hawkeye says he just wants to kick Loki's ass. Director Fury smiles tells them The Avengers might be just what they need to win this war. That S.H.I.E.L.D. would be honored to help them. Captain America says they need to find Bruce Banner and Thor. Agent Hill says they've actually just located both of them, and will give the details. Everyone gets up and starts working while Agent Hill asks Nick Fury if they should tell them about what they're really doing with Coulson, he tells her they can never know. His "sacrifice" is binding this team together and knowing how volatile the reaction to the weapons were, they would go ballistic hearing about this. It then shows inside a warehouse Bruce Banner get up from a pile of rubble, wearing nothing but shorts. He manages to get up while an old man explains how he fell out of the sky, looking all big and green until he shrunk down. Bruce asks if anyone was hurt and the man says they weren't. He also adds on whatever condition Bruce has which causes that isn't going to be fixed overnight. At Mt. Wundagore, Marcus Stone is melding the Iridium with the Tesseract to finally try and stabilize it. Loki then talks to Emil Blonsky, saying how his attempt at overthrowing him as leader will not go unnoticed. Blonsky said he doesn't regret it, they needed new leadership. If Tommy hadn't become cowardly and freed him they could've used the Tesseract for their own agenda. Loki asks what that would be, and Blonsky to take over the Nine Realms himself and be the most powerful of them all. Loki laughs at the idea Blonsky thinks even with the Tesseract he could take over all of the realms, saying that there far more mighty beings and relics that exist in the cosmos. Ones that would even scare Odin, he's seen them, he is even viewed as a god to one. After that Tommy Masters tells them to look at the Scepter, which is glowing. Marcus Stone explains how he successfully merged them, once it sets in the Tesseract will be fully stabilized and ready to be used at will. Loki looks to Blonsky and tells him he will soon find out just what real power looks like. On the Helicarrier landing pad Thor and Bruce Banner are walking with Maria Hill. Thor says how this Helicarrier still truly has amazing cloaking technology, he wouldn't have been able to find his way back if the Agents didn't locate him where where the cell crash landed, Bruce agrees. Tony Stark and Steve Rogers approach them and say "Welcome to The Avengers." Thor asks what an Avenger is and Captain America says they're building a team, to stop the Masters of Evil and get the Tesseract back. Thor says he would be interested in partaking in that. Before they were divided and weak against Loki's forces, but together as part of this Avengers ensemble they can use their combined strengths to fight back. Bruce says he's not sure being part of a team is such a good idea. But Tony says he needs someone watching his back. He can't run away to Alaska every time the going gets rough. The four of them go inside to discuss it more. Black Widow and Hawkeye sit in the bunkers talking. Clint tells Natasha how he's working on these new arrows, inspired by the one Taskmaster used before, that might be able to actually interfere with and disable whatever tech the Masters of Evil were using in the attack. Power surging or something. Black Widow says she doesn't know what to think, she's a spy not a soldier, and the war is starting soon. Hawkeye tells her she an amazing Agent and a fierce fighter, she has nothing to worry about. But Black Widow says she isn't worried about dying, she's worried about losing herself and all the good she has fought for these long years. Bringing up what Loki said about her past, and how easily it could be brought back in her. Hawkeye comforts her her in the time of need. In the prison room again Tony, Steve, Thor and Bruce are talking. Thor is explaining growing up with Loki, how he was always attracted to mischief, but he never thought he was capable of such destruction. Captain America talks about Emil Blonsky, Tommy Masters, Ivan Vanko having read their files. They're all petty, power hungry scoundrels, he proceeds to wonder why Loki ever associate with them. Bruce says how it certainly does make taking over the world easier, he thought he had everything under control, and Blonsky just undoes it like that. Captain America claims Bruce was going to tell them before how he learned to control his transformations. But Bruce says it doesn't even matter, obviously it's not a foolproof method. Thor says Emil Blonsky fits well with Loki, both power hungry tyrannical cretins. Iron Man says history shows that isn't always a good thing. Abomination and Loki themselves looked like they were having some disputes in the Masters of Evil. Thor says Loki is being awfully patient, months ago he would've just smited anyone who stood in his way. Iron Man claims that he's been making nonsensical decisions lately. He could've killed them all on the Helicarrier, but he didn't. As if Loki wanted them to see something, to give attention to his master plan with the Tesseract. Craving attention... Tony realizes that with this in mind he knows where Loki must be! It shows in New York City The Masters of Evil and Marcus Stone all situated on Stark Tower. Ivan Vanko laughing as he terrorizing the employees and needlessly destroys equipment. Loki tells him to settle down, the Tesseract is almost calibrated and soon the invasion can begin. Meanwhile, on the outside rooftop Emil Blonsky tells Marcus Stone to loosen the Scepter's holding spot. He claims that could potentially cause the Tesseract's blasts and portals to misfire. Blonsky intimidates him saying how he did all they needed him to, nobody would care if he snapped his neck. Erik listens after that and loosens it, Emil claims that Loki thinks that he is too dull to understand the Tesseract, he needs to show him just how wrong he is. Once the Scepter malfunctions he'll have the Tesseract all to his own. On the Helicarrier Captain America, Iron Man, Thor, Bruce Banner, Black Widow, and Hawkeye all get their weapons ready, with a group of S.H.I.E.L.D. Agents staring at Thor when he charges his hammer with lightning from the sky. The Avengers get ready to depart in New York, Director Nick Fury gives them all a prep time and reveals there are reports the Masters of Evil have taken over Stark Tower. This causes Iron Man to become Irate and quickly put on his armor and fly off himself. Thor says "If you can't beat them" and flies off too. Captain America then tells Black Widow, Hawkeye and Bruce to get inside the quinjet, they can't fly. In New York, Iron Man flies through the city and asks J.A.R.V.I.S. if Pepper is held captive. But he informs him that fortunately, she was away when the attack happened. That seems to calm him down a lot. He lands on the platform and uses a blast to destroy the cuffs on Marcus Stone, telling him he is now free. Shortly after, Dum-Es remove his armor as before. Tony then enters the tower to see Loki, Emil Blonsky, Tommy Masters and Ivan Vanko all standing inside. They are about to attack, but he says he just wishes to talk. Loki tells them to stand down, he will hear Tony out. He demands they all leave, he wants to talk only to Loki alone. He agrees to do that too, but while Vanko leaves he takes scotch off the counter and pours two glasses one for him and one for Tony, who he knows was an Alcoholic. Tony stands forward, trying not to be baited by Vanko, who simply sips his scotch and comments how sweet it tastes. He pushes it closer to Tony who is shaking, before anything else can happen Loki tells Vanko to stop and he leaves. Loki apologizes and says the Crimson Dynamo still hates him after all this time, but that he will get his revenge against Tony soon enough. Tony tells him that he's wrong, and that he came all the way there to give him a proposition. Stand down and give back the Tesseract, and he won't have to face The Avengers. When Loki asks what that is, Tony explains it's the team of superheroes joined together in the universal effort to stop him and the Masters of Evil from taking over the world. Loki says they've fought the so called Avengers before, and they didn't fare well. Iron Man claims they're ready, that this is Loki's last chance. Iron Man explains to him all the skills of The Avengers and how they outnumber The Masters, but Loki says that it will be meaningless once his army arrives they will decimate everything in their path, even The Avengers. Tony says how he wants to give Odin the Earth but in the process destroy it? He claims afterwards it isn't a good plan. He adds on that even if they fail, they will Avenge their planet. Loki says they have the Tesseract but Tony replies that The Avengers have a Hulk! Loki simply grabs Iron Man by his neck and throws him out the window. Suddenly J.A.R.V.I.S. says Mark IIV suit update download complete which causes the latest Iron Man armor to come out of Stark Tower and wrap it's self around Tony before he hits the pavement. He then flies back up to Loki and tells him he knew he would be too arrogant to accept peace. He just wanted to get his Mark IIV suit to help fight The Masters off when the war came! Iron Man shoots a blast at Loki which causes the other Masters of Evil outside to enter and become aggressive. Suddenly, Thor lands nearby and shouts out Loki's name. He tells Iron Man to go handle the others, he'll fight off Loki. As Iron Man flies off he starts battling with Abomination and Crimson Dynamo. Loki points his Scepter at Thor and tells him the war is beginning. Taskmaster then takes Marcus Stone, but before Thor can act to free him Loki charges and the two engage in a fight. Iron Man is getting beaten badly all over the city by Dynamo and Abomination, the police try to stop the fight but to no avail. Even the United States Military gets called in to try and get everything under control. Iron Man calls The Avengers and tells them to get their "asses to New York" soon, the Masters are clobbering him. Inside the quinjet Black Widow responds saying they're in the city and are tracking him down. Her and Hawkeye continue to drive it. Captain America tells them to land near Stark Tower they'll end this. Hawkeye says not before they help Tony and they begin to shot at Abomination and Crimson Dynamo. It shows back to Loki and Thor fighting, and the latter says father will never take him back for destroying Midguard, only have deeper resentment for him. But Loki claims it's too late for any of that now, he then stabs Thor in the chest with his Scepter and knocks him away with a Tesseract blast. He looks and sees the Infinity Stone glowing light blue, it had fully calibrated. Loki points his Scepter to the sky and tells Thor to be prepared to see the show. A large portal opens over the city, leading from the planet or "realm" of Vanaheim to New York. What came out were gigantic ships meant to represent old viking boats, that were instead laced with Asgardian technology and helmed by Rock Trolls. Thor is shocked saying how Loki has assembled the Rock Trolls of Vanaheim as his army!? Loki claims he has. An Asgardidan falling from the sky and speaking of acquiring the Tesseract was viewed as god-like in their culture, they will do whatever Loki pleases, Midguard will never survive their onslaught. The Rock Trolls cause chaos in the city, attacking residential areas, buildings, streets, police officers, and even the Military weapons from before. Who were helpless against the monstrous creatures. Crimson Dynamo, Abomination, Iron Man, Taskmaster, Erik Selvig, and all the Avengers were staring in horror. In that trance, Iron Man starts fighting back against the Rock Trolls alongside Thor. Bruce Banner then says to all inside the quinjet to land, and he'll use it to fight off the trolls and they need to go on the ground and fight The Masters of Evil. Captain America says they could really use Hulk out there, but Bruce says after what happened on the Helicarrier he's not controllable and doesn't want to risk it. Black Widow says he's got no argument from her. Bruce then takes over and lands while the three Avengers get out in the middle of the war zone. Captain America works hard to tell the police to protect civilians, while Black Widow & Hawkeye try to escort them to safety. The three of them keep moving and are ambushed by Taskmaster, who puts up a good fight against all of them. Thor continues using his lighting and Mjolnir to fight the trolls before he is slashed by one of Crimson Dynamo's electrified whips. Vanko laughs saying how he claims to be the God of Thunder, but simple sparks created by a man can hurt him. Thor says he underestimates his threshold for pain, and quickly starts attacking back. Iron Man starts shooting at Abomination causing havoc on the ground level with the Rock Trolls, sarcastically saying "They look just like you!" which causes Abomination to become even more enraged and attack Iron Man. Loki simply watches the entire scene ensue while riding on his personal chariot. He looks around and sees a quinjet manned by Bruce Banner shooting at the Rock Troll footmen. Loki quickly decides to blast a wing with the Tesseract, and it causes the entire ship to lose control and crash. The wing lands in the middle of Taskmaster's fight with the Avengers. They're all disoriented, but Captain America and Taskmaster continue their duel. Black Widow picks up a Troll weapon and uses it to battle against them. Hawkeye shoots his arrows at the trolls, then sees Thor and Crimson Dynamo fighting. Hawkeye seeing an opportunity shoots an arrow that lands on Crimson Dynamo, and soon alters his suit which causes him to crash land on the ground. Black Widow begins fighting Crimson Dynamo, who is still strong despite his suit malfunctioning and they talk trash to each other in Russian. Thor flies off and uses his powers to generate enough lightning and air energy to hurt Abomination. The two fight and Abomination knocks Thor into the Kronas Building. Thor gets up quickly and retaliates by smashing Abomination with Mjolnir's might causing him to land inside a subway station. Thor and Iron Man soon land inside and continue to beat down Blonsky. Bruce Banner gets out of the crashed quinjet and stays inside, trying to cover himself and not transform. Captain America continues his fight with Taskmaster all the way into an alleyway. There Captain America can't seem to get the best of him, Taskmaster says he can replicate everything he does. Super Soldier based or not, it's his Mutant gift. Captain America says bullies like him won't stop him anymore. Taskmaster and Steve notice a bunch of Rock Trolls start surrounding them and Taskmaster says a group is a different story, Captain America throws his shield hitting every single soldier and then bashes it right into Taskmaster, knocking him out cold. He says Not in my book afterwards. Black Widow after that knocks out Crimson Dynamo with a scissor move, and Thor carries Abomination outside of the Subway and smashes him into the ground. As he slowly gets up Thor strikes him again with lightning and he crashes into an evacuated bus, knocked out. Iron Man thanks him and flies off to deal with more incoming Trolls. Captain America heads out of the alleyway and meets up with Thor and Bruce Banner inside the quinjet. Steve gets him out and Bruce says it's terrible out here, the Captain tells him he doesn't know the half of it. Loki is frustrated with The Avengers beating The Masters of Evil and screams out a Troll word that causes gigantic viking style ships to come out of the Wormhole and start releasing twice as many soldiers and smaller boats to attack the city. All the Avengers look up in terror at the many more soldiers they'll need to fight. At the Triskelion, Nick Fury asks for a report on New York. He is told The Avengers beat most of the Masters and are saving lives. But the amount of Rock Trolls from the Tesseract's portal just keep piling up. Agent Maria Hill soon enters the room and tells Director Fury the World Security Council wishes to talk to him. In New York, Iron Man informs Captain America there's a "bogey" coming after him. He brings it across a building and it's a Giant Troll ship. Hawkeye and Black Widow keep shooting at it, and Thor says a ship of that magnitude will take an incredible amount of Mjolnir's strength to fully destroy. Steve tells Bruce to get inside, they'll handle this. Bruce says he's not standing around anymore. He has to try and control it. Thor asks if he's getting angry again. Bruce chuckles, looks at Thor and Captain, while saying that he's always angry. Bruce then transforms into The Hulk and beats down the entire ship and rips it in half all from pure Gamma induced rage-strength. Iron Man lands next to them and The Avengers all line up together, prepared to continue fighting the monsters and Masters of Evil to save the world. Loki watching them, points his Scepter and yells "ATTACK!" causing more Rock Trolls to come out of the biggest ship again and start terrorizing New York. Captain America begins giving them all orders. Specifically for Iron Man and Thor to use their flight abilities to handle any of the ships, Black Widow and Hawkeye to use their stealth skills and try to get ahold of the Tesseract, and for himself to stop any foot soldiers and prevent collateral damage on the ground. Finally he is about to give demands to Hulk who simply just leaves and starts attacking, Steve still finishes though revealing his order was to simply "smash". All of The Avengers fight in their respective orders, with Thor and Hulk working together side by side fighting a top an escaping train. While at the Triskelion Nick Fury is arguing with Gideon Malick. Who is insisting they Nuke the entire town in order to stop The Masters of Evil and the trolls. But the Director says The Avengers will take care of this. He's met each and every one of them and they are the best this world has to offer. They won't fail this, they can't fail! Gideon is unimpressed and convinces the Council to go on with the Nuke. Much to Nick Fury's chagrin and fear. Hawkeye is then on the roof shooting down soldiers with Black Widow, until Loki's chariot passes. Black Widow jumps on and tries to fight Loki, she is easily defeated by his Scepter. He then lands the chariot and notices all of the Masters of Evil defeated, claiming it's pathetic. Hulk and Thor notice Loki, but while the Thunder God gets distracted by more Rock Troll ships Hulk goes to battle the Trickster who reacts to it his attack and manages to beat down the Green Goliath.

Loki then tries to use dark magic on him, which makes Hulk even angrier as he delivers a super power punch that knocks Loki into the side of a nearby Office Building. His Scepter begins flying through the air and Hawkeye jumps off the building he was poached on and grabs it, latching himself with an arrow attached to the side. Captain America fights the Rock Trolls when Black Widow informs him she & Hawkeye got the Tesseract. The Captain says to get to a high vantage point like The Empire State Building. Hawkeye says it's too far away then Captain America suggests what Loki used, Stark Tower. Loki gets up and The Hulk jumps up to the destroyed Office Building too. He simply screams how he is god and Hulk is nothing compared to his might, and once this is over he will personally... before he can finish the sentence Hulk ragdolls him across the room. Defeating Loki into submission before muttering "Puny god. No one is stronger than Hulk!". Black Widow and Hawkeye then ride what's left of the Chariot to Stark Tower along with the Tesseract. They both find Marcus Stone getting up, barely conscious. He looks upon all the destruction that has occurred and begins to weep, knowing that he added the Iridium and stabilized the Tesseract for The Masters of Evil's uses. Black Widow tells him it's okay, that she understands what he's going through. She did many cruel things before S.H.I.E.L.D. and thought she would do it again here, but she didn't. Everyone can be redeemed, everyone can choose redemption and good, it's not too late for her and it's not too late for him. Hawkeye smiles seeing Black Widow's arc come full circle. She then asks him how the Tesseract can close the portal. He explains how it was smart getting up here again, that she needs to balance the Scepter to the sky and in the center of the portal use it's power inversed, that will be the quickest way to shut the portal with maximum stability. Captain America on the ground is fighting a whole building full of Trolls and is then knocked of the window, before being helped up by Thor, and with the combined might of Mjolnir and his Shield clear the building and save all the civilians inside. It shows in the skies of New York a World Security Council Aircraft confirming he has a visual of the city and the Missile is ready for launch, Gideon Malick orders him to proceed with the plan. Iron Man fights off more Flying warships until he is told by Director Nick Fury about a Nuclear Bomb heading for the city. Iron Man asks why only now he would tell him, but Fury says he spent this entire time debating the World Security Council over doing it, but it’s done now and he needs to act fast if they're going to save their skin. Iron Man acts skeptical, but Nick Fury says when he came to his house in Malibu two years ago he knew Tony had good in him. Director Fury begs him to prove that his gut wasn't wrong about him. He also says Tony spent years destroying lives with Stark weapons, now he can save them by stopping a weapon. Iron Man is inspired by this and flies off to do just that. All the Avengers continue fighting in their respective sectors when Tony Stark tells them about the Missile and how he's going to crash it into the Main Ship inside the portal, two birds with one stone. Black Widow confirms to him that they're trying to close it right now, he could be trapped. Iron Man says if he's not out in time, do it without him! He then begins to make the decent into the Tesseract's wormhole. It shows at the Triskelion Director Fury and Agent Hill watching in suspense at Tony's plan, on a plane to California Pepper Potts is watching through her TV Screen, freaking out over his decision, in Asgard it even shows Heimdall watching Midguard himself wanting Iron Man to pull through and stop the terrible trolls from destroying their realm. The giant ship begins lowering it's self and letting out more Trolls. Iron Man flies into the wormhole and throws the Nuke into the ship, blowing it to pieces, both saving the city and stopping anymore Trolls from coming. In New York Captain America tells Black Widow to close the portal, that debris can cause more damage then the soldiers, Stark even said they should. Black Widow starts using the Scepter to close the wormhole, while Stark's suit powers down and he floats back through the fleeting portal, getting inside at the last second while shutting all the Ship debris out. Afterwards Black Widow notices a huge flash on the Tesseract and she, along with Hawkeye & Marcus Stone get shoved back by an energy burst from it. Everyone at S.H.I.E.L.D. cheers and Director Fury gives a small smirk, Pepper Potts starts to shout in excitement seeing Tony survive that and he saved New York. In the city Iron Man continues to fall down, until The Hulk catches him and causes him to land on the pavement safely. Thor rips his mask off and they wait, until Tony finally wakes up. The Avengers are happy, and Captain America tells him he just saved an entire city and stopped an invasion in it's tracks. That he's seen many wars in his day, and Iron Man is a true hero. Tony gets up and shakes Steve's hand, telling him he would never have found the strength to do it if not for him. Thor says that there are still other matters to attend to. It then shows Loki get up inside the Office Building, still in pain from The Hulk's attack, where he is being held up by all The Avengers, including Hawkeye aiming an arrow right at Loki. It then shows later that day S.H.I.E.L.D. personnel and Director Nick Fury himself all station in Central Park taking Tommy Masters, Emil Blonsky, and Ivan Vanko. With Loki being taken away by Heimdall back to Asgard. Heimdall says to Black Widow how these Midguardians have handled themselves against Loki's aggression, he has much respect for them. Black Widow says she's happy they came in handy for stopping a monster invasion of an international city. Thor walks over and introduces Black Widow to Heimdall, she seems surprised claiming he doesn't look how the old myths described him. Both of the Asgardians laugh at that. Black Widow then asks if there should be anymore trouble from Asgardians, and he strongly says there will not, the people of Asgard have no grudge against this realm and will return and co-exist peacefully. Captain America asks what the good of locking them up will do, they can just escape again. Nick Fury claims the old model of locking all the prisoners in one station was flawed, each one is going to be re-located to a different location around the globe. When Captain America asks where Nick Fury sharply replies "It's classified". Bruce walks up to Emil Blonsky and tells him to think he used to look up to him as something to aspire to. Blonsky tries to say something and gets his gag taken out, where he says nothing's changed. Unlike him with The Abomination, Bruce will never be free of The Hulk. Iron Man comes over and says Bruce needs to just ignore him, he's going to be working on Bio-Tech soon funded by Stark Industries! Thor walks over to Marcus Stone holding Loki's Scepter, claiming the Tesseract is missing. Marcus Stone says that the Masters of Evil had tampered with it before, likely to try and overthrow Loki after the invasion. Due to it being used too intensely without a full connection to the Scepter caused it to implode on it's self and teleport. It could be anywhere in the universe by now. Thor tells him he hopes that nobody uncovers it, power like that is not fit for the hands of man or Asgardians. Erik says he completely agree, Thor thanks him for all he has done and asks him how Jane is doing. He says well, but she longs for Thor. He claims they will meet again soon. Captain America, Agent Hill and Hawkeye look over the city, Clint asking how long it would take to rebuild. Agent Hill says at least a few years, the world will always remember this. Captain America says and how The Avengers came to be. It shows in the Triskelion Nick Fury talking to the World Security Council again. Gideon Malick he still doesn't approve of them. Nick Fury says he doesn't have to, The Avengers saved the world and as long as they remain heroic and assemble whenever a threat too big for any of them to handle comes around, S.H.I.E.L.D. will always support them, with or without the World Security Council. As he says this it shows a montage of multiple different news stations reporting on the so-called Battle of New York. With Bruce Banner getting to work at his new job with Dr. Katherine Waynesboro, Tony Stark finally having his date with Pepper Potts while panning out to see Stark Tower had been rebuilt/changed to Avengers Tower, Black Widow and Hawkeye training together and having a blast, Thor and Heimdall taking Loki into an Asgardian mega prison cell, and Captain America hanging his shield up inside his Brooklyn apartment.

End Credits
Teasing Avengers: Infinity War Deep in space, in a floating fortress simply called Sanctuary a being is sitting in a large chair. The camera doesn't show him, but he simply speaks that he never thought to focus on humans. They're weak, harmless, disgraceful little creatures. But their petty squabbles have shown the Infinity Stones still do lurk within the depths of our universe. After that the being looks to the camera and smiles. Revealing himself to be the Mad Titan himself, Thanos!

Reviews
The Avengers received almost universally positive reviews, and was helmed by critics and fans alike as being one of the best Comic Book Movies ever created. That Joss Whedon was able to juggle all the Masters of Evil & Avengers plus their supporting characters into meaningful roles, making it look like a walk in the park. A lot of the essential story arcs for the characters in Phase 1 were successfully covered and the movie broke Box Office records. By the end of it's theatrical run it managed to make 1.5 Billion dollars worldwide, and was a huge success for Walt Disney Co. and Marvel Studios. The Thanos and Infinity War tease at the end managed to generate huge amounts of hype from Comic Book fans and even writer Jim Starlin.

Trivia

 * This film introduced the Blue Infinity Stone of Space. Originally colored purple in the comics.
 * The Helicarrier Base which appears in this film, is used often by S.H.I.E.L.D. in the comics and was actually created by Stark Industries.
 * The Masters of Evil have had multiple variations in the comics, but none like how they were portrayed in the movie. Joss Whedon said he wanted to do villains from past films instead of following the source material, as he thought it would work better creatively and give the movie a more "personal" feel.
 * While working on Project P.E.G.A.S.U.S. Director Nick Fury says Gamma Radiation "isn't harmful" and Dr. Katherine Waynesboro quickly express disagreement to that statement. A reference to how excess Gamma Radiation gave Bruce Banner his conflicting and deadly powers.
 * Captain America seems especially disgusted when he finds out S.H.I.E.L.D. was using the Tesseract to create weapons. This is obviously because he had first hand experience with Hydra and the Red Skull attempting to do this during World War II, before Captain America was frozen.
 * Iron Man says to Agent Coulson how he is only drinking Sparkling Cider with Pepper, and refuses the Vodka offered by Ivan Vanko. This is consistent to the fact Tony Stark joined Alcoholics Anonymous at the end of Iron Man 2.
 * Heimdall is only able to bring Thor to Earth due to a loophole between realms, due to the Bifrost Bridge being destroyed before, cutting off direct access to the Yggdrasil portal to the planet
 * Black Widow mentions to Hawkeye before going to fight The Masters of Evil in New York, how she is afraid to lose her humanity. A reference to her time as a Soviet Spy and criminal that was explored in Black Widow and Hawkeye.
 * On the Helicarrier, Captain America says they could team to become the Earth's Mightiest Heroes a reference to the title of the popular cartoon series Avengers: Earth's Mightiest Heroes.
 * Thor while on Earth checks on how Jane Foster is doing, his love interest during the events of Thor.
 * Director Nick Fury and Agent Maria Hill's discussion on what they were planning to do with Phil Coulson's corpse was originally intended to a foreshadowing Easter Egg to Coulson becoming the MCU's Vision. However, the plans were scrapped and his return was used as an entirely different plot line.
 * Director Nick Fury motivates Tony Stark by bringing up how he came to his Malibu home late at night because he saw good in him. He begs Tony to prove his gut was right. This is a reference to the end credit scene in Iron Man.
 * Taskmaster going undercover in the lab as an Agent of S.H.I.E.L.D. is a reference to how he was an ex-S.H.I.E.L.D. Agent gone rogue in the comics.
 * Crimson Dynamo and Black Widow both spoke the same first language (Russian), a place they coincidentally were both born in the MCU's continuity.
 * The Rock Trolls Loki uses as his army to try and destroy New York City were recruited when he landed in the realm of Vanaheim after falling into the Yggdrasil.
 * Bruce Banner tells Tony Stark last time he was left to his own devices he almost destroyed Philadelphia. A reference to the events of The Incredible Hulk in particular his fight with The Abomination.
 * During the Battle of New York, Thor is knocked by Abomination in the Kronas Building. The same place that Black Widow and Hawkeye had to infiltrate nearly two years earlier.
 * Stark Tower is changed by the end of the movie into Avengers Tower acting as their base of operations as opposed to Avengers Mansion, how it is in the comics.
 * The villain who appeared in the end credits is Thanos, a Marvel character notorious for assembling all the Infinity Stones in the known universe as a ploy to "court death".