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Avengers Assemble! is an American superhero film, and the fifth film in the Marvel Cinematic Universe, as well as the fifth film in Phase One. The film was directed by Jon Favreau and starred John Krasinski as Captain America, Joshua Jackson as the Hulk, Patrick Dempsey as Iron Man, Charlie Hunnam as Thor, Patrick Wilson as Ant-Man, and Jennifer Love Hewitt as the Wasp.


  • John Krasinski as Steve Rogers/Captain America
  • Joshua Jackson as Bruce Banner/The Hulk
  • Andy Serkis as The Hulk (motion capture only)
  • Lou Ferrigno as The Hulk (voice only)
  • Patrick Dempsey as Tony Stark/Iron Man
  • Charlie Hunnam as Thor Odinson
  • Patrick Wilson as Hank Pym/Ant-Man
  • Jennifer Love Hewitt as Janet van Dyne/The Wasp
  • Matt Smith as Loki Laufeyson
  • Denzel Washington as Nick Fury Jr.
  • Kevin Conroy as Ultron (voice only)
  • Jensen Ackles as Clint Barton/Hawkeye
  • Emily Blunt as Natasha Romanoff/Black Widow
  • Morena Baccarin as Maria Hill
  • Clark Gregg as Phil Coulson
  • Ben Foster as Jasper Sitwell
  • Ellen Pompeo as Pepper Potts
  • Cress Williams as James Rhodes
  • Sam Elliott as Thaddeus "Thunderbolt" Ross
  • Keira Knightley as Jane Foster
  • Jessica Lange as Frigga
  • Liam Cunningham as Heimdall
  • Robbie Amell as James Buchannan "Bucky" Barnes
  • Jeff Bridges as Odin
  • Ralph Fiennes as Johann Schmidt/Red Skull (Life Model Decoy)
  • Jude Law as Samuel Sterns/The Leader (Life Model Decoy)
  • Ken Watanabe as The Mandarin (Life Model Decoy)
  • Stan Lee as TBA (cameo only)


Our film opens in what seems to be 1945, where we see Steve Rogers, AKA Captain America, and his best friend James Buchannan "Bucky" Barnes", inside the HYDRA hijacked plane, just as it explodes. We once again see Steve Rogers' body hurled into the North Atlantic, and the scene cuts to black. Steve begins to open his eyes and sees Bucky before him, offering to help his friend up. Bucky helps Steve up, and as Steve asks where they are, Bucky claims they are in New York, and that they won the war. Steve looks around and sees that he really is, apparently, in New York City. People are in the streets, cheering and waving American flags. Bucky begins to walk off, and motions for Steve to follow him. As Steve begins to follow, he hears voices in his head. The voices are talking about him; they are saying that "he's alive", and that they have a chance to save him. Bucky waves to Steve, telling him to hurry up. Steve continues walking, but stops dead in his tracks. He closes his eyes briefly, and when his eyes open, he is laying in a hospital bed, with various S.H.I.E.L.D. scientists surrounding him. Nick Fury Jr. steps into the room and sees Steve sitting up in his bed. Steve demands to know who Fury is and where they are. Fury approaches him and asks him to calm down, as it is a lot to explain. Fury places a hand on Steve's shoulder, telling him he was "asleep for a long time". A confused Steve begins to look around as Fury explains to him that he fell asleep during 1945, and woke up in 2018. Steve looks at Fury, fearfully, and asks to be filled in on everything he's missed. The screen cuts to black, and the movie titles and logos appear on the screen.

As we fade back into the film, we see Asgard. Thor is shown walking into the Asgardian throne room, where he finds his mother Frigga. The two embrace, and Thor asks how his father is doing. Frigga motions over to their bed, where Odin sleeps soundly. Frigga puts a hand on her son's shoulder, promising him that his father will wake up from the Odinsleep soon enough. Changing the subject, she asks how the mission to stop the Chitauri went, to which Thor responds positively. After a brief moment of small talk, Heimdall bursts into the throne room, exclaiming that he's seen something that Thor has to see.

Thor and Heimdall are shown walking towards the Bifrost. Thor is shown to be visibly confused, asking how Loki is on Earth. Heimdall admits to falling for one of Loki's schemes, telling Thor that the Loki they sent away was simply an illusion. Thor's hand extends outward, as his hammer Mjolnir is summoned. A crack of thunder is heard as Thor clutches onto his weapon. He forgives Heimdall for his mistake, as "everyone makes mistakes". He steps onto the Bifrost, telling Heimdall to send him to Earth. When asked why, Thor assumes that Loki is attempting to enact some form of revenge on him, and deduces only "one place" that could be. Heimdall offers to go with him, but Thor declines, claiming that this is something he has to do alone. Heimdall nods his head, wishing him good luck, and sending him to Earth.

Thor arrives in New York City, outside of Jane Foster's apartment building. He flies up to her window and enters through it, noticing it is open. He steps in and finds Jane sitting on the couch, She looks at him briefly and quickly looks away, shaking her head. Thor attempts to approach her, but out of the bedroom steps Loki, greeting his brother. Thor flies at Loki, the two engaging in a scuffle. Jane jumps off the couch, shrieking, and rushes out of the front door when Thor tells her to get somewhere safe. Once Jane is gone, Thor grabs Loki and throws him out of the open window. As Loki falls, Thor flies out with Mjolnir and grabs him once again. He flies through the streets of New York, with Loki in a headlock. Loki manages to break out a few blocks away from Jane's apartment, landing in the street. Thor lands in front of him, demanding to know what he's doing on Earth. Loki chuckles, declaring that if he can't take over Asgard, that he'll take over Thor's "home away from home". Thor throws his hammer at Loki, who dodges it. Thor and Loki run at each other, and Loki uses his trickery to evade Thor's attacks. Thor whips around to punch Loki, but his hand phases right through his brother's head. Once he realizes that it was another illusion, Loki jumps on Thor's back, stabbing him in the shoulder with a dagger. Thor groans in agony, grabbing Loki by the throat and throws him up in the air. He flies up and meets Loki in the middle of the air, before throwing him and Loki on the top of a building.

As Loki lands on the rooftop with a crash, Thor lands in front of him, and as he goes to swing down on Loki with his hammer, he is kicked in the shin. Taken by surprise, Thor falls as Loki rolls out from underneath him. As Loki stands over his brother, he chuckles, telling him that Earth is about to experience a "cold world". He pulls a sword from his back, and as he prepares to swing down, he is hit with a blast of energy. Thor rolls over to see Iron Man, as the building they are on top of is revealed to be the Stark Industries building. Iron Man walks over to and helps up Thor, expressing his disbelief to seeing Norse gods in front of him. Thor chuckles, telling him that they are "much more than myths". He summons his hammer and turns around, but during he and Iron Man's conversation, Loki vanished. Thor groans, placing his face in his hands. Iron Man tells Thor to "hang tight" as he circles the perimeter of Manhattan. He returns to the top of the Stark Industries building, telling Thor he didn't see Loki anywhere. Thor is visibly uncomfortable, telling Stark that Loki is "incredibly dangerous" and he needs to be apprehended before it's too late. Stark puts a hand on Thor's shoulder, ensuring him that he knows someone that can help. A door on the rooftop opens, and out walks Pepper Potts, who stops dead in her tracks when she sees Thor. She gives a small gasp before Tony quickly approaches her, telling her that he has some "superhero business" to tend to. Pepper attempts to interject, claiming that they have an "incredibly important business venture" to attend to, but is cut off by Tony, telling her to "see herself out when she's done", as he and Thor fly off. As they fly through the sky, Thor asks if that is Stark's girlfriend, to which he quickly denies. After a brief smirk, Thor asks where they're headed, Tony motions forward to "another neck of the woods".

The scene cuts to the S.H.I.E.L.D. headquarters, where Thor and Stark are walking through with Nick Fury Jr., filling him in on the disappearance of Loki. Fury turns to look at Thor, asking of Loki's whereabouts. When Thor tells him that he knows nothing, Fury is visibly displeased. Before he can respond, Thor exclaims that he will speak to Heimdall and see if he's seen anything. Fury suggests that he do that, and Thor flies off. Fury turns to Stark and tells him that he will be "assembling" the rest of the team. Stark asks what team he's referring to, to which Fury tells him that he will be filled in shortly. Fury begins to walk away, but turns around and quickly tells Stark to stay put. As Fury leaves the room, Stark almost instantly walks into a nearby laboratory, poking his head around at the works. He opens up a few drawers, browsing through the files, when he hears a robotic voice, asking what he's doing. He quickly whips around to see a robot, and raises his arm, ready to fire his repulsor blast, but stops as he hears a familiar voice urging him to calm down. He turns to see Hank Pym rushing into the lab, who formally introduces Stark to Ultron, the android he has been working on. Stark greets Pym with a firm handshake, recalling Pym's initial blueprints for Ultron. Pym proudly pats his creation on the back, revealing Ultron was made from a combination of Pym and Stark technology, as well as a coating of Vibranium. Stark gives Ultron a small smile before walking away to another area of the lab with Pym, muttering that the robot "scared the shit out of him".

Pym directs Stark's attention to small red vials of some kind of object. Stark's eyes widen, and asks if these are the famous Pym Particles. Pym confirms his suspicions, explaining that he has been experimenting with him for about a year and a half now. Stark looks at him and asks what he means by that. Pym reveals that he has been working with S.H.I.E.L.D. as some kind of "government superhero", under the alias "Ant-Man". As Pym begins to tell a story of an adventure he had of Ant-Man, Tony notices a bug flying around the lab. He goes to swing at it, and misses. The bug grows to human size and is revealed to not be a bug at all, but Janet van Dyne, Hank's wife. Tony jumps back as Janet takes off her helmet, asking why everything Pym works on wants to scare him. Janet gives Stark a hug, telling him that she too has been working alongside S.H.I.E.L.D, under the alias "Wasp". Stark voices his admiration for the Pym Particles, and as the three begin a conversation about their technologies, Fury enters the room. He wolf whistles to get their attention, reminding Stark of his order to "stay put". Stark shrugs his shoulders as Fury motions for Stark, Pym and van Dyne to follow him.

The scene cuts to Fury, Stark, Pym and van Dyne walking into a room with a holographic projector in the middle. S.H.I.E.L.D. agent and Fury's right-hand woman, Maria Hill, is already in the room, as are Thor and Bruce Banner. Stark instantly approaches Banner and formally introduces himself, asking how the "big guy" is doing. Banner smiles softly as he tells Stark that he's working on it. As Stark, Banner, Pym and van Dyne all conversate, Fury approaches Hill, who is pulling up files for the projector, and asks where the "Captain" is. Hill motions to the door, saying he's still being filled in on what he's missed. Fury turns to Thor and asks what he learned about his brother. Thor tells him that Heimdall told him that there was no suspicious activity on Jotunheim yet, but they have suspicions that Loki is going to try and duplicate his previous plan. As Fury inquires about the previous plan, Thor explains that Loki attempted a Frost Giant invasion on Asgard, and based off what Loki said to him, he believes that there will be an attempted Frost Giant invasion on Earth. Fury nods and walks to the front of the room, calling for everyone's attention.

Fury begins by introducing everyone in the room, giving a rundown of their powers and abilities. On the hologram, we see footage of Iron Man, Thor and Hulk from their respective films, as well as footage of Ant-Man and the Wasp fighting masked thugs. Fury wipes the holograms of the five away and pulls up footage of Captain America from World War II, revealing him as the sixth member of their team. Everyone is visibly confused. Banner speaks up, recalling that he died at the end of World War II. Suddenly, Steve Rogers walks into the room, sporting an updated version of his Captain America suit. The five other heroes stand up, as Fury tells them that due to the Super Soldier Serum, he entered a comatose state, and was recently found and woken up. Steve introduces himself to everyone and makes small talk with them all; complimenting Hank and Janet on their work, recalling the Norse myths as he meets Thor, and asking Banner about how exactly he replicated the Super Soldier Serum. Finally he makes it to Stark, and there is notable hesitation from both parties. Rogers extends his hand, telling Stark that his father was a good man and that he would be proud of all the work he's done. Stark accepts the handshake, recalling the stories his father told of Captain America.

As Fury gives the group the rundown of Captain America, he pulls up a low quality image of Loki on the holographic projector. He explains to everyone that this is Thor's brother, and he is planning to invade Earth with creatures from another world, the Frost Giants. He pulls up a photo of the Howling Commandos, noting that Captain America and his own father, Nick Fury Sr., were one of many attempts to create a team of heroes. Fury expands his arms, and refers to the group in front of him (Iron Man, Captain America, Thor, Hulk, Ant-Man, and the Wasp) as the most recent attempt of heroes: the "Avengers". Pym raises his hand awkwardly and asks about the possible involvement of Ultron, who is shown to be lingering in the background. Fury refuses, with his reasoning being that Ultron simply isn't ready. Pym glances back and gives Ultron a sympathetic smile. Ultron nods his head as Fury continues, referring to the Avengers as much more than a team of powered individuals, but a team of intelligent and overall good people. He points to the photo of Loki and says that while it starts with defending Earth from the Frost Giant invasion, he hopes that if anything in the future threatens Earth, that the Avengers will be there. The Avengers all nod their head, taking in the information, as Steve stands up, declaring that from here on out, they are a team. Fury smiles and motions for the Avengers to follow him, saying that it's time to "get to work".

The scene cuts to the Avengers in an empty room as Fury watches from a window above. He presses a button, activating the intercom, as he tells the Avengers that if they're going to be a team, they need to learn how to work as one. Suddenly, one of the walls opens up, as the Red Skull walks out. Captain America clutches his shield and grimaces. Fury tells Cap to relax, as it is just a Life Model Decoy: a S.H.I.E.L.D. created android that duplicates all outward aspects of a living person. The LMD runs at the Avengers, as Steve throws his shield at the android. Ant-Man and Wasp shrink down, as Wasp picks up her husband and flies towards the Red Skull LMD. The LMD catches Cap's shield and throws it back to him, as Cap himself catches it and begins to unload on Red Skull, punching and kicking the image of his formal rival. Thor prepares to join the battle, but before he does, he glances at Bruce Banner. Bruce has his eyes closed, and when Thor asks if he'll be joining the fight, Bruce's eyes snap open. Thor smirks as he flies towards the Red Skull, followed by the Incredible Hulk.

Iron Man is shown hovering above, initially observing the fight. He turns on his communication device, asking if anyone can hear him. Cap confirms, kicking "Red Skull" in the gut. Tony reminds Steve that this isn't the real Red Skull, and he needs to put his personal feelings aside. Cap knocks the Red Skull down and stands over him, while Tony continues to try and calm him down, telling him he isn't real. Steve takes a deep breath, nodding his head, before the LMD Red Skull gets up and swings on Steve. Wasp drops Ant-Man on the LMD's shouder, as Hank jumps off and punches the Red Skull in his jaw. He falls back as Ant-Man grows back to regular size. Red Skull struggles back to his feet, pulling out a gun from his holster, which is shot out of his hand by Iron Man's repulsor blast. Cap picks up his shield and waves his hands to Thor, motioning towards his hammer. Thor nods, throwing Mjolnir at Cap. Cap pushes his elbow forward as Mjolnir hits his shield, ricocheting towards the Red Skull. The LMD is hit by the hammer and is electrocuted, exploding on impact. Hulk runs up and roars. Fury chuckles, telling Hulk "not to worry" through the intercoms, as LMDs of The Leader and The Mandarin enter the room.

Hulk sees the LMD of the Leader and goes crazy, running towards him and attacking. Iron Man, through their communication devices, tells them the Mandarin is incredibly powerful and they should be careful. In a teasing tone, Steve reminds Tony that it isn't the real Mandarin, which slightly annoys Tony, but he shakes it off and flies into battle. Thor tosses his hammer in the air and catches it, telling Steve, Tony and Hank to deal with the Mandarin while he and Janet try to help out the Hulk. Steve runs at the Mandarin and throws his shield at his legs, knocking him down. He picks up the shield and slams it into the Mandarin's face, as Ant-Man jumps off Steve's shoulder. The Mandarin catches Ant-Man as he falls and throws him at Tony, who is flying towards them. As Hank and Tony collide, they crash into the ground. Hank apologizes, as even though he is small, he still maintains the strength as a normal human. Tony shakes it off and tells him to "get on his back". Hank obliges as Tony flies back to the Mandarin.

As Thor and Wasp fly towards where Leader and Hulk are scrapping, Wasp suggests that they let Hulk hold Leader's attention for a brief moment. Thor looks at her, confused, and explains that they can sneak up on the Leader from behind while he is focused on Hulk. Thor smiles and agrees, as they wait for Leader to turn his back. Thor summons lightning from his hammer and strikes it at the Leader, who is electrocuted and destroyed on impact. Hulk watches the LMD crumble at his feet and roars in glee.

Meanwhile, Steve is struggling against the Mandarin. Ant-Man jumps off Tony's back and lands on the ground nearby Steve. He yells and waves his arms, telling him to give him a lift. Steve lowers his arm as Hank jumps onto the shield. Steve throws the shield at the Mandarin, and as Mandarin dodges the shield, Hank jumps off and punches Mandarin in the face. As Mandarin falls to the ground stunned, Tony fires a repulsor blast at Steve's shield, which has since been picked up. The blast bounces off the shield and hits Mandarin's head, knocking the LMD's head clean off. The body falls to the ground as the Avengers circle around it. Fury turns on the intercoms once again and congratulates the Avengers on their great teamwork.

The scene cuts to Tony, Hank and Janet walking through the halls, conversing about a threat Hank once faced in the "Radioactive Man". The conversation is muffled as we enter a bedroom in the S.H.I.E.L.D. headquarters, where Thor is laying. A door opens, and in walks S.H.I.E.L.D. agent Phil Coulson. Thor sits up as Coulson walks in, asking how he can help him. Coulson shuts the door behind him and asks if Thor likes snow. Confused, Thor asks what Coulson what he means. Coulson glances behind him and begins smirking. He begins to leave the room and turns around as Thor stands up, telling him that Loki is coming, and Thor better "bundle up" for the winter. Coulson shuts the door behind him as Thor runs out after him. He looks around the hallway, and Coulson is nowhere to be found.

Thor runs out into the room where they were debriefed. He finds Coulson having a conversation with Steve and Fury, and overhears Coulson professing his fandom of Captain America. Thor walks over and grabs Coulson by the throat, lifting him off the ground. Fury and Steve stand from their chairs, Fury reaching for his gun. Through gritted teeth Thor accuses Coulson of working with Loki. Coulson struggles to breath, asking Thor what he's talking about. Thor's grip tightens, as Steve urges him to put Coulson down. Thor hears a chuckle as he whips around and sees Loki floating in the window. He winks and fades away with the wind. The God of Thunder groans and drops Coulson to the ground. Coulson is helped up by Fury, struggling to catch his breath. Thor begins to walk off but Steve grabs his wrist, who asks him what the hell all of that was about. Thor glances down and apologizes to Coulson, before pulling away from Cap and explaining to everyone that Loki created an illusion of Coulson to inform him that he is coming. Steve and Fury exchange concerned looks as Thor repeats himself; Loki is coming.

The scene cuts back to New York City, where we see two NYPD cops driving down the street, as they hear a disturbance in a nearby alleyway. They pull over and enter the alley, as they are quickly ambushed and killed by a Frost Giant. The Frost Giant walks out of the alley, followed by countless more. The camera pans over to a portal from Jotunheim, where we see Loki walking out, surrounded by Frost Giants, grinning deviously.

We see Bruce Banner sitting in another bedroom in the S.H.I.E.L.D. HQ, looking at a picture of himself and Betty Ross. He hears a knock on the door and we see Steve walk in, asking how Bruce is doing. Bruce puts the picture of him and Betty on his nightstand, answering that he is fine. Steve sits down next to him and attempts to make small talk, asking how exactly he received the Hulk's powers, noting that he was injected with the same serum and all he got was super strength. Bruce laughs softly, explaining the Serum was fused with Gamma radiation as opposed to Vita. Steve nods his head, and after a brief silence, asks Bruce if he can control the Hulk. Bruce nods in response, although he adds that it's "a work in progress". After another brief silence, Steve begins to say something else, but hears tremors coming from outside.

The scene cuts to a military base, where James Rhodes is stepping out of a fighter plane. He and various other Air Force pilots are being greeted by military officials, including Thaddeus Ross. Ross approaches Rhodes and shakes his hand, asking when Rhodes will get his hands on his own Iron Man suit like his buddy Tony Stark. Rhodes chuckles and jokingly asks Ross why he's so obsessed with superheroes. Ross doesn't respond but instead looks up at the sky, terror filling in his eyes. Rhodey turns around, as we see Frost Giants approaching the military convoy. Ross runs off, telling someone to get Fury on the phone, as the Air Force pilots rush back into their planes to combat the Frost Giants.

On top of S.H.I.E.L.D. HQ, a Quinjet lands, and out walks Natasha Romanoff, the Black Widow, and Clint Barton, Hawkeye, two S.H.I.E.L.D. agents. Fury rushes out onto the rooftop and tells them to get back in the Quinjet. Before they can respond, a portal opens as Frost Giants walk out and land on the Quinjet, crushing it. Hawkeye whips out his bow as Black Widow and Fury grab guns from their holsters. Fury is vocal about their timing, and how glad he is that they returned from their mission at this moment. The scene cuts to the top of the Empire State Building, where the largest portal from Jotunheim is, as Frost Giants flood out and start terrorizing the city. Loki himself flies out of the portal, in a chariot crafted by the Frost Giants, cackling as his invasion begins.

Alarms go off inside S.H.I.E.L.D. HQ, as S.H.I.E.L.D. agents pile out to help defend New York from it's attack. Bruce and Steve, inside Bruce's bedroom, rush outside and see Maria Hill and Jasper Sitwell ushering agents out various exits. Hill and Steve make eye contact as she makes her way over to him, telling him and Bruce that the Frost Giant invasion has began. She suggests that the Avengers hurry up and "assemble", to which Steve agrees as Hill rushes out of the building. Steve turns on his communication device and tries to get in contact with the team. Tony answers, saying that they're suiting up as they speak. Steve looks over at Bruce and tells him he's going to have to turn on his "angry machine" as he runs off to suit up himself. Bruce takes a deep breath and glances outside a large window, seeing Frost Giants destroying the city. Bruce cracks his neck as he runs out the window, falling through the sky, as he lands on the ground with a crash. The Frost Giants all turn around and see the Hulk standing before them, as he roars and takes on five Frost Giants at once, easily besting them.


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