Marvel's Thor: The Dark World is a 2013 live-action superhero film produced by 20th Century Fox and Marvel Studios respectively. It is a follow up to the the 2011 film Thor and the 2012 ensemble film The Avengers. It is the overall eleventh film in the Marvel Cinematic Universe and the second film of Phase 2.


After the success of Thor, a sequel was announced in late 2011 to be in development for early Phase 2, after upcoming The Avengers movie. Kenneth Branagh cited interest in directing the sequel, however do to producing another film he was unable to be picked up by Marvel. In early 2012, Kevin Feige announced that popular film director Alan Taylor was hired to helm the film the next Thor film, succeeding Branagh. Taylor made it clear in interviews that he had a desire to delve deep into the mythology of the Thor character by exploring the classic Walt Simonson run. These ideas began to quickly gain traction with Marvel after The Avengers successful 1.5 billion dollar box office success.

The main villain of the film was confirmed to be the Dark Elves of Svartalfheim with their leader Malekith being played by Doctor Who veteran actor Christopher Eccleston, with the movie dropping numerical sequels opting to instead go with the extended title Thor: The Dark World. Side by side with the announcement was that the movie would be inspired mainly from the Ballad of Beta-Ray Bill story arc with the titular character making a debut in the film, played by Adewale Akinnuoye-Agbaje. Chris Hemsworth, Anthony Hopkins, Rene Russo, and Jaimie Alexander were all announced to be reprising their roles for the sequel. At Comic Con Kevin Feige also confirmed that Tom Hiddleston would be returning in his role as Loki from The Avengers directly into the movie.

Principle filming occurred in mid-2012 and the film was released November 8th 2013.


  • Chris Hemsworth as Thor
  • Christopher Eccleston as Malekith the Darkest
  • Ian Whyte as Algrim/Kurse
  • Conan Stevens as Ulik the Rock Troll
  • Adewale Akinnuoye-Agbaje as Beta Ray Bill
  • Stellan Skarsgard as Heimdall
  • Jaimie Alexander as Lady Sif
  • Anthony Hopkins as Odin
  • Rene Russo as Frigga
  • Tom Hiddleston as Loki
  • Ray Stevenson as Balder the Brave
  • Peter Dinklage as Eitri
  • Natalie Portman as Jane Foster
  • Morgan Freeman as Marcus Stone
  • Holt McCallany as Volstagg
  • Josh Dallas as Fandral
  • Tadanobu Asano as Hogun
  • Vladimir Kulich as Bor (Flashback)
  • Manu Bennett as Kraw the Uncontrollable (Flashback)
  • Benicio Del Toro as Taneleer Tivan/The Collector (Cameo)


The movie starts with Odin narrating four thousand years ago his father, Bor was deep within his quest of conquering all nine realms. Many powerful and strange creatures resisted, but none were as determined as the Dark Elves of Svartalfheim. It then shows Kraw the Uncontrollable speaking to a group of Elvish soldiers saying that the final battle is looming on their homes, that these Asgardians will bring light into their lives and destroy their ancient culture. This is not just a battle for pride, but for the very existence of all they hold sacred. Everyone cheers including a young soldier named Malekith. As they all begin marching into battle they come across Bor standing on the other side of the battlefield who screams for his armies to attack.

Kraw tells his trusted commander, Algrim, if they cannot win this to bring all the Elves he can find into the Ark, he will not have his people suffer under the tyranny of light if it's the last deed he does. He listens well and charges with the Dark Elves into battle. Odin narrates that the fight lasted long and many casualties were suffered by both races, but the sheer battle instinct of his father was too much for any one creature to bare. It then shows Bor successfully kill Kraw the Uncontrollable, Malekith in rage starts charging towards the Asgardian. Bor slashes at the Elf with a large axe made of pure light that manages to successfully burn the right side of his face. Fatally wounded he lies on the ground as Algrim tries to assemble as many Dark Elves as he can (literally dragging the wounded Malekith) into the Ark as they fly away into the distance.

Odin concludes stating, the Elves that left were believed by many to have perished, and the ones that stayed became the peace loving race inhabiting a land now known as Alfheim.

The credits role showing the Thor: The Dark World title card.

In then shows after the Battle of New York, Loki being brought in front of Odin by Balder the Brave who tells Loki he will be forced to face the scorn of his uncle. Odin proceeds to simply ask why Loki could be responsible for such an unspeakable atrocity as manipulating the Chitauri into enslaving Midguard, Frigga adds on asking how he could've turned out so vile despite her raising him to be proper. Loki lets out a coy smile and says it was all to become the King he was rightfully destined to. He couldn't do it in Asgard, so Midguard was the next best option. Odin in anger stands up stating that Loki's destiny was to die in the wastes of Jotunheim, he should be grateful that he even lived a life of luxury at all. But he will never become King of anything or be a true son of Asgard as long as he lives! Loki says nothing, just looking down. Odin tells Loki his fate now is to be nothing rotting in the prisons beneath the palace. Balder brings Loki down to the cell, as he takes him away Loki appears indescribably heartbroken by what Odin has told him.

In the present day, Thor along with his squires the Warriors Three, Volstagg, Fandral, and Hogun are battling Rock Trolls in the realm of Vanaheim. They casually fight off the hostile creatures with Fandral jokingly insisting that Thor could never clear these hordes without them, he's slow. The God of Thunder laughs and responds by speed blitzing his way through a dozen trolls before asking him what he's talking about. Soon after the humorous moment, the troll chief Ulik approaches and challenges them all to combat against him and his pounders. Volstagg, Fandral, and Hogun all charge at Ulik who is easily able to brush all of them off with his strength. Thor then walks forward and hits Ulik in the head with Mjolnir easily knocking the Rock Troll completely unconscious, saying he doesn't feel like fist fighting.

Thor and the Warriors Three are all gracefully teleported back to Asgard and return to the city as everyone begins cheering for the heroes. The Warriors Three begin removing and polishing Thor's armor. Fandral comments that he enjoyed raiding other realms and will yearn for these glory days in the mere future. Thor tells him once Fandral spends more than a fortnight ensnared in war, he'll learn to value the peace as much as any wise man. Volstagg agrees with Thor, saying they'll now have more time to feast and boast their victories! He takes a chop of mutton and Fandral says this is different from war, it's simply... exercise. He asks Hogun what he thinks and he simply says it was a nice chance to visit his home in Vanaheim.

Thor begins walking the streets and answering questions from curious children. Lady Sif follows from behind and says how many in Asgard admire him now, Thor says he's simply a Prince trying to do right by his Kingdom, nothing more. She points out generosity is often associated with guilt, and asks what's the matter. Thor says he wishes he could spend time on Midguard with his new friends The Avengers or the scientists that gave him harth during his exile once again. Sif tells him there are nine realms, and the future king must focus on more than one. He needs to focus his efforts on how to be a good King when the time inevitably comes for all his subjects, not just Midguard. Thor thanks Sif for her council, saying there are a lot of overlooked prizes living in Asgard his experiences have caused him to now notice. Sif tells him it would be unwise to reach for Valhalla while his heart remains down in Nifelheim.

Meanwhile, in shows in the deep of space the Ark is floating by as menacing as ever. Inside a chamber pod opens, revealing the being inside to be Malekith with the left side of his face now blackened and disfigured from Bor all those millennia ago. He walks forward and as other Dark Elves stand in his presence, he tells them that their long voyage is near in completion. His calculations have lead them out of hiding to this very point, the Aether will be the key to their salvation. One Elf screams out "All hail King Malekith the Darkest!" They all follow suit as Malekith commands them to prepare for the attack. He begins walking until entering the bed room of Algrim, who is now elderly and withering away. Malekith explains to him that he might just live long enough to see darkness return once again, the way things should be will once again come. Algrim smiles before coughing, claiming Malekith is the leader that the Dark Elves need. Malekith says that its only because of his devotion to their culture, he raised him and taught what it means to be a proper ruler, what an injustice it was to force the Dark Elves to be blinded by the light the greedy ones thrive in.

Algrim responds saying he wants to help more, to battle those who would oppose them and liberate their old realm from the treasonous "Light Elves". This frail body is of no use to them. Malekith tells him he's done more than enough, he won't let him fight for their cause any longer, his place is to simply rest. He will handle the liberation of their people and acquisition of the Aether, once he's finished they can bask in freedom together.

Act 1

Thor is in his quarters staring at Lady Sif training outside of the window. He makes a small sigh until Heimdall enters the room and shortly after removes his helmet. Thor says it's a pleasant surprise to see him again, especially away from the Bifrost. Heimdall assures him it's no coincidence that he is away from his usual post, but that he in his vast views of the observable universe have seen traces of something old... familiar even. Thor asks if he's informed Odin and Heimdall says he has, his first decree was to bring his son to him to discuss this in further detail.

Thor and Heimdall walk through the halls of Asgard going through the dungeon, passing Loki's cell. The trickster yells out to Thor how troubled he looks now, claiming he hopes it's not because of the "unrequited love" he has been forced to deal with as of late. Thor angrily shoots Loki a look of confusion and rage while still continuing to walk as normal. They make it to the Philosophy Hall where Odin is using his magic to examine certain areas of the universe. He opens his eyes when they enter and Heimdall takes his leave, Thor says how he wished to see him and Odin claims that he does. He is bringing much honor to himself and Asgard by using his power to spread justice and prosperity across the realms. Thor tells him he need not praise him for it, Thor has learned the joy of heroism compared to debauchery and how it fulfills himself.

Odin continues saying that in which case, perhaps he'd be inclined to do a favor for him. Thor asks him what that is, and Odin says Heimdall has detected a strange presence near the world of Korbin, and he senses it too. Odin explains he has tried use his Cosmic Awareness to find it but something appears to be blocking him. Thor suggests it could be a group of pirates possibly looking for plunder. Odin claims it's a possibility, but that Asgard is in a delicate state right now after all that has happened and he must stay on the throne to govern it, every second he does matters. That he wants Thor to go to Korbin and investigate the situation. Thor says he would be honored. Chuckling how he, Sif and Balder have experience going to foreign worlds and dealing with trouble, Odin doesn't seem amused and Thor says he's going to stop talking now.

While in the armory, Thor is getting prepared for his journey and sees Fandral try to enter his quarters with three women behind him. They all get excited when they see Thor and begin to lose interest in him. Fandral frustratedly insists that always happen, how is he supposed to enjoy the perks of working for the crown if no women will bed him! Thor insists he's not to blame, lass are not attracted to desperation for attention. He must work his dues and joy will come to him. Fandral says that's easy for him to say being the Prince of their land and the envy of its people. Thor claims he's earned his titles, and if he believes it so inconsequential he should try lifting Mjolnir to prove otherwise. He does just that and fails to lift the hammer, after that he calls in Balder insisting he wants him to try, but he fails to do so as well. Hogun and Volstagg then gets called in to try and do the same. The latter is actually able to slightly nudge the hammer, but not move it completely. Lady Sif asks if they're done making fools of themselves. Balder says she's right, he has a job for the Warriors Three, that Thor has other matters he must attend now. They all leave until Lady Sif approaches Thor and says she's heard of his most recent assignment and asks if she could accompany him to Korbin. Thor says he thought she stated he was too involved in the affairs of Midguard to be associated with, but Sif claims it would be a good excuse to go on an adventure just like when they were children, also saying that she's never been to Korbin. Thor thinks an extra sword couldn't hurt.

On Korbin itself, the head temple guardian named Beta Ray-Bill along with dozens of his subordinates come outside to see the Dark Elf Ark approaching their air-born city. Smaller ships begin emerging from the Ark and attack everything in sight, the Korbinites try to defend themselves but are no match for the brutality of the Dark Elves until the gigantic flag ship Skuttlebutt is sent out to fight the Ark. With Skuttlebutt offering protection from the onslaught, Beta Ray Bill begins gathering up civilians and tries to lead them to safety from the debris. Thor and Lady Sif soon arrive in the city and comment how Odin was right, noting the entire planet seems to be engulfed in a deadly war with space invaders. Sif says they must return to Asgard, this isn't their fight. Thor says that if they don't learn the meaning behind this attack Asgard could be next. She then agrees and they both go off to fight. Thor takes down the smaller Dark Elf ships while Sif slashes against the foot soldiers.

Inside the Ark, Malekith begins chuckling as he commands they drive the ship right into the biggest Cloud Temple. Inside, Beta Ray Bill is leading the civilians until the Ark begins smashing through destroying all the columns, walls, and floors that make up the entire structure. In the chaos, Beta Ray Bill is able to escape into the upper levels. Malekith elegantly steps out and demands the soldiers to search for the Aether, it most certainly must hidden away in what remains of the building. They tell him it could take weeks to scour everything but Malekith says it matters not, they waited thousands of years in the light, mere weeks will do little to shake them. Lady Sif undercover hears this and sneaks to upper levels too. She is confronted by Beta Ray Bill who tries to attack her claiming she's a demon who has invaded their homeworld, Sif is able to defeat him and claims she will not be called such a thing. She is an Asgardian warrior! They overhear Malekith and his Dark Elf platoon following them and Sif informs him they are the true invaders, Bill believing her says they need to work together and keep moving.

Thor outside in the clouds uses his lightning and strength to continue smashing the ships. When he realizes they're all coming from the Ark he amps up with electricity from the sky and begins charging (flying) at incredible speeds into it, only to humorously crash into the wall of the Ark, only able to slightly wobble it while Thor falls down into the Cloud Temple. The Ark then is able to get Skuttlebutt to stop attacking and fully lands. Inside, Algrim moves himself out of bed to his closet, where he looks over the old armor he used to wear while fighting alongside Kraw the Uncontrollable, he mutters under his breath that he will help the conquest and puts the armor on. Outside, Algrim charges at Thor who overpowers the elderly Dark Elf with ease. He says that the Asgardians will not stop Malekith from obtaining the Aether. Thor says he doesn't know what that is, but if their leader wants it, that probably means he needs to keep it out of their hands. He summons Mjolnir and begins flying to the top floors of the Cloud Temple where he bullrushes Malekith. The Dark Elf gets up shortly afterwards and says he hasn't felt power like that since Bor. Thor asks how he knows the name of his father's father and Malekith claims there's so much a child like him doesn't know. Malekith uses his sorcery to cause tentacles of darkness to begin ensnaring Thor and they begin to battle.

Beta Ray Bill and Sif come to an empty room with nothing but a column in the center with a red glowing liquid in the middle. Sif asks if he knows what it is, but Beta Ray Bill says he doesn't know. The highest point of the temple is a sacred sight in Korbin, only maintained by the deceased temple scribes. No doubt what the invaders came for, Beta Ray Bill says he is sworn to protect it from any who would trespass here. Malekith and Thor continue to do battle until reaching the same room. Malekith notices the red fluid and confirms that is the Aether! Thor continues to fight Malekith with his hammer while the Dark Elf summons more darkness blasts from his hands. The hammer and darkness hit each other at once making a small explosion in the room releasing the Aether from its column and causing Thor to drop Mjolnir on the ground. The Aether flying right into Sif and absorbing into her.

Beta Ray Bill is terrified witnessing the sacrilegious act of Lady Sif absorbing the Aether. In his agony, Mjolnir begins to slowly start gravitating towards Bill before flying right into his hand! Thor starts ignoring Malekith and becomes hostile towards Beta Ray Bill when he sees him holding Mjolnir, claiming Bill must be using sorcery to bypass the enchantment. Beta Ray Bill holds the Hammer up in an aggressive stance and demands Thor remove the Aether from Sif and leave this place. The God of Thunder claims that he must return his hammer first, that weapon was not made for him. Sif tries to tell both men they shouldn't be enemies, but neither of them listen and Thor tries to fight. Beta Ray Bill though is able to quickly subdue Thor using his own hammer. He then says how he knew Asgardians were demons, just like the rest of the invaders. He will not let them take over the Temple. With the hammer, Beta Ray Bill calls down lightning and strikes Thor with it. Lady Sif then begins floating and uses the Aether's red fluid to block the lightning, accidentally turning the entire room into dust.

Malekith claims he cannot fight the power of the Aether and demands his soldiers to fall back. Sif runs to the weakened Thor, and in another blast of red energy is able to magically heal all of Thor's wounds. He says how Malekith is getting away, they have to stop him. Thor and Sif both run after the Dark Elf, the Shield Maiden tries to use the Aether against him but Malekith avoids fluid which instead manages to engulf Algrim. The two of them jump off the high point on the temple and into the clouds, landing on the Ark flying below them back into space.

Act 2

Thor begins calling to Heimdall requesting he teleports them back to Asgard. Much to their shock, Beta Ray Bill ends up being teleported due to possessing Mjolnir. In the Bifrost Observatory Heimdall casually uses Hofund to control the teleportation until Beta Ray Bill wielding Mjolnir enters the room instead of Thor and Sif, he mistakingly believes the Asgardians kidnapped him and fights off Heimdall before storming the palace. He battles Balder the Brave into submission and temporarily engages with the Warriors Three before they hide in cowardice. Beta Ray Bill gets further into the palace before Odin confronts him, demanding to know why a Korbinite such as himself would be holding Mjolnir, the weapon of his son. Beta Ray Bill tells Odin that he took the weapon from his son, just as he stole from the cloud temple of his homeworld. Odin has no idea what he's talking about, but that if he is worthy to hold Mjolnir his intentions must be noble, and for that reason he gives him one warning to stand down.

Beta Ray Bill says he will never surrender to demons and tries to attack Odin. But he is completely unaffected by Mjolnir's strikes. The All-Father then grabs Bill by this throat and pushes him across the room into the wall, where he drops the hammer onto the ground. Odin then puts a force field around Beta Ray Bill and begins using his own power to teleport Thor and Lady Sif back to Asgard with them in the Grand hallway. They both fall to the ground exhausted, and Odin says they're hurt, and he senses a dark presence from them. Thor takes his hammer back and says he fought the Korbinite to a stand still, he was weakened by a would be conqueror named Malekith and was bested with Mjolnir stolen. Odin gasps when he hears that name and demands to know what Beta Ray Bill knows of Malekith! He claims he's never heard that name. Odin shouts that he's lying but Sif says it's the truth, he's not a bad man and they should not be fighting him. Odin asks how she can sure of that but Sif says she just is and begins to see Beta Ray Bill withering away inside of the force field, which causes her to become distressed and use the Aether's power to literally start repelling Odin's own strength, releasing him from the force field.

Odin looks at her and simply says "An Infinity Stone. Impressive." She then falls to the ground exhausted and is helped up by Thor, only for Sif to look up and see Bill returning to normal, but the All-Father claiming he didn't cause that. Everyone is confused until Odin demands the Einherjar bring Bill to the dungeons and says that Sif must be studied and analyzed, the power she's absorbed is far beyond anything any Asgard have experienced in a long time. It then shows in the dungeons Loki is talking with Frigga in his cell, asking why he has grown so quiet during their visits. Loki claims that he was angry and passionate before, but now he just feels deep rage for everything that was taken from him, Asgard, Midguard, his freedom. Frigga claims his father is in a hard position, but Loki screams that Odin isn't his father! He has none, he is alone in this world with no future or heritage to enjoy, Frigga asks if that means she is not his mother, and Loki affirms it. He then goes to touch her, revealing it to only be an illusion, and in the next cell Beta Ray Bill is being stationed inside. Loki simply looks at him with fascination.

Hours later outside, the Warriors Three are enjoying themselves in the courtyard until Balder the Brave comes out and nearly takes Faendral's head off by throwing a knife. He begins scolding them for running from the conflict asking what happened to them. They were pathetic while Beta Ray Bill stormed their halls. Volstagg tells him he used to be one of the greatest warriors, Hogun speaks saying his old title was Volstagg the Staggeringly Perfect. Balder says that Hogun was good instead of grim, and Faendral was well... the quite plain. Faendral responds claiming he's dashing now. He fights alongside Thor constantly and won't stand for these accusations, but he just happens to be more selective with his battles. Balder makes an ironic chuckle claiming they all desire glory but don't want to actually earn it. They used to be three warriors and a true pride of the crown to have as squires. Volstagg tells him after the fight against the foul creature Holth he has never had the fires of valor burn in him the same way again.

It shows inside the Healing Chamber, Frigga is studying Sif using a Soul Forge and realizes the Aether has been absorbed into her very essence. Sif asks what it is, and Frigga says it is the Reality Stone. Sif says like the Tesseract Loki used in the Battle of New York and Frigga tells her precisely. Unlike the Space Stone however, the Reality Stone is fluid and ever-changing. The fabric of reality bends in its very presence. She then tells Sif, that is why they must find a way to remove this from her. The Aether will feed into her mind and turn her insecurities into reality. Sif realizes the gravity of what Frigga is saying and becomes saddened when she realizes what nearly happened to Beta Ray Bill before due to her untapped power.

It then shows in the prisons, Beta Ray Bill is sitting within his cell until Thor comes down and asks how he was able to lift Mjolnir. Beta Ray Bill asks him why he would be concerned about that, and Thor explains how the hammer can only be lifted by those worthy, no one since its creation in Nidavellir has been able to do so besides himself and his father. Bill tells him perhaps he is worthy, that Thor is truly delusional if he thinks he is the only being in the cosmos with good enough intentions to move the weapon. It's already amazing his barbaric people are evidently "worthy" of it, especially him and the Shield Maiden who almost wasted him away. Thor says he's one to talk, insulting Sif who tried to protect him, that she is infected with the Infinity Stone from Korbin and it's all his fault. Bill is shocked to hear this realizing that Sif was merely trying to help him and says he is truly sorry for jumping to accusations. That he has heard legends of the Aether, and knows what it does to its hosts.

Thor takes his leave and Loki in the cell adjacent to Beta Ray Bill asks him more about what happened, he is hesitant to talk but Loki claims if he learns about what happened he'll be able to get them both their freedom. It then shows in the Library, Thor tells Odin he thought the Dark Elves were just a myth. He claims that is what he wanted his children to believe. But his father, Bor, when he was in the process of conquering the Nine Realms came across Svartalfheim and a species that thrived in darkness, instead of the usual light, Odin then opens a book with moving illustrations of the Dark Elves being expelled from their homeland. Bor was able to bring light to the land turning it into Alfheim, and causing the Dark Elves to escape into deep space. But now they have returned, and most likely with the attempt to restore their way of life. Thor asks what's wrong with that, surely that have the right to live how they see fit as long as it doesn't affect Asgard.

Odin tells him it is true his father had made mistakes no doubt, but there are Elves who he did spare that have now adapted to Alfheim's new climate. He then opens the book showing the Light Elves living as a peaceful race enjoying fine wines and basking in beautiful grasslands full of magnificent blue rivers and fantastic trees of Mistletoe. The Dark Elves don't view the Light Elves as their brothers, but rather traitors who must be purged from the way to make room for what is "rightfully theres". It then shows, Malekith without his scar in old Svartalfheim where everything is shrouded in darkness until the sun slowly begins to rise and all his compatriots begin to disintegrate within the light including himself. He soon awakens on the Ark and walks forward to see his soldiers trying to understand what Algrim has become, deeming him to be cursed. As he is much stronger, but lost essentially all of his vocal abilities and intelligence. Malekith begins to shed a tear that his father figure has become this, but he then soon gets a message from a communication portal created by Loki. He tells Malekith that he knows everything he is trying to do and wants to help him, the Dark Elf explains to Loki that with the Aether stolen there is no hope for their return, he says that is where he is wrong. The Aether's host is unable to handle its power, and Loki knows a Loophole that he was able to sneak thieves from Jotunheim through. He could be able to get a handful of Dark Elf soldiers in there and into Asgard, to take what's theres, the only catch, they must free him from his imprisonment.

Malekith accepts the deal and says there may be a silver lining to Algrim's new form, as he would be the perfect warrior to bring with a small army and do a considerable amount of damage. It then shows back in Asgard, Lady Sif is sitting alone on the Bridge testing her Aether abilities. Thor comes and tells her they will find a way to help her, his mother has created remedies for much worse. Sif asks why he is doing this, she rejected him before, because of his undying loves for the Midguardians. Thor points out she has compassion for a Korbinite, not one of them. She claims it's different, their world is under siege by the Dark Elves, Midguard has its own forces protecting it, but Korbin does not. Thor claims he thinks she's jealous of his affection for Jane Foster and she feels the Aether flowing through her, before calming down and saying Thor might be feeling jealous of her relationship with Bill. He simply walks away afterward, and downstairs the Dark Elf ships begin making their way through Loki's loophole lead by Kurse, who breaks in through an underground passage into the city and has the Dark Elf soldiers storm everything. Einherjar try to stop him but Kurse effortlessly wrecks them before proceeding to storm the prisons and signals Loki that the plan is in motion. Beta Ray Bill begins screaming that he will kill the Dark Elves, and curses at Loki for manipulating him like that.

Thor sees all that is happening and summons Mjolnir while beginning to fight. He joins Balder the Brave and the Warriors Three in doing so. In the Throne Room, Odin effortlessly manages to maw through hordes of Dark Elves with total ease and demands to know how this infestation occurred! On the balcony, Sif begins having Aether based hallucinations creating a literal version of Thor, Jane Foster, and Malekith who all taunt her and play on her insecurities, that the only way to "fix" Thor is to use her new power to destroy the Dark Elves and end this all herself. She goes outside, until Odin finds her and tells Sif to get back in hiding, she is far too unstable with the Aether to be involved in this invasion. She argues that she's going to stop Malekith and everything will be as it was. Odin says she is speaking the delusions of a mad woman and he commands her as the All-Father and King of Asgard to stand down, she challenges him and the two engage in a battle of Odinforce vs Aether.

It shows outside the room flashes of white, yellow and red are seen until Lady Sif emerges wounded, but victorious. Thor finds her and begs Sif to stop, but she claims she's the only one who can stop this destruction. She soon sprouts a pair of menacing black wings and begins to fly off into space. Kurse in the inner castle begins taking out soldiers before finding the Power Generator and smashing it. This causes all the prison cells to begin to powering down. Prisoners all begin rioting, while Beta Ray Bill tries to stop them from harming the innocents. Loki gracefully leaves his cell and shapeshifts into an Einherjar guard before running off. The Dark Elves soon realize the Aether has been dispersed, and seeing little gain from remaining in Asgard begin leaving to look for it.

It then shows in Alfheim, the Light Elf armies had been defeated by Malekith's forces and their capital city Ljosalfgard is in ruins. Malekith commenting how weak their glorious city has become, instead of a land of innovation and power it is simply the home of gardens and champagne fountains. Disgraceful! Kurse and a handful of soldiers return to him and inform him that they have caused chaos in Asgard, but the Aether was lost to them. Malekith is disappointed, but says that it is out of the Asgardians and the Korbinites grasps, they will search the entire cosmos to find it. They have the resources with their home once again under its rightful control.

The soldiers leave and Malekith shares his memories of growing up Ljosalfgard in old Svartalfheim. When he was only a young man being recruited into the royal army, he pledged an oath to Queen Alflyse that he would serve darkness till his last breath, and he plans to fulfill that promise. He looks to Kurse and puts his hand on his helmet, telling him that if there is even a little of Algrim inside of him, he will personally make sure he is there to witness the revival of their people. In Asgard, Thor and the Warriors Three are cleaning up the mess putting most of the prisoners back into their cells only to see Beta Ray Bill, surprisingly, help them. Thor reluctantly acknowledges his good deed, but informs him he is still a prisoner and not to be trusted. But Bill tells him he's heard of what happened to Lady Sif, and wants to help her like she did to him. But Thor tells him it is not his place, until Odin surprisingly comes inside, Volstagg claiming he thought he was hurt by the Aether's power, but the All-Father insisting tales of his wounds were greatly exaggerated.

He then says how Thor and Beta Ray Bill were both worthy of Mjolnir, therefore they both have a right to use it. Thor tells him that they know nothing of this man and he attacked their homes in the midst of this crisis, Sif wouldn't be induced with the Aether if not for him. But Odin ignores all this and says if the hammer choose him, it shall be. Beta Ray Bill saying he appreciates Odin's change of heart, but Thor is angry about it. Odin says he will stay guard here to try and find Loki, who has yet to be found and detained. His nephew will accompany Thor and Bill to wherever Heimdall is able to locate Sif to have flown off too. Outside, Heimdall leads Thor, Beta Ray Bill, and Balder the Brave alongside the Bifrost. The Warriors Three preparing Mjolnir for use, which Thor picks up first despite dirty looks from Bill. Heimdall says he has seen the astral residue of the Infinity Stone and can see it approaching Alfheim, which was recently sacked by Malekith and his Dark Elf armies while the invasion of Asgard was occurring. Balder says it will be a tough battle, but they are Asgard's finest, they will prevail. Thor asks any of the Warriors Three if they will come, Volstagg tells them are merely his humble squires, Hogun and Faendral agree, Balder says Valhalla has no place for cowards to them before being teleported.

In Alfheim again, the trio appears and spot Lady Sif slowly flying through the air. Thor calls her down but she blasts him off with an Aether strike. Beta Ray Bill though talks to Sif and tells her to come down, using this unholy weapon to destroy the Dark Elves is not to the way to save either of their people. She tells him that he has wisdom, but she's learned the hard way that neither he nor Thor knows what is best for themselves. She flies off anyway and in Ljosalfgard Lady Sif lands in front of Malekith and Kurse. Beta Ray Bill summons Mjolnir and begins to fly after her, much to the annoyance of Thor and Balder who must now only sprint to catch up. Sif tells Malekith the Darkest his days are numbered, she tries to attack him, but he is able to resist her attack along with the help of Kurse, who Malekith claims is only so strong because of her inability to understand the true power she wields inside of her. He on the other hand, can speak to its very essence. Sif begins to start levitating as Malekith beings to physically absorb the Aether from her and into himself. He tells her while it's happening that he has spent many centuries preparing for the moment he would come face to face with the Aether, and that she is weakened from her fight with Odin. After the ordeal is finished it causes a red blast shoots out empowering Malekith and fatiguing the woman to near unconsciousness.

Soon after embracing the absorbed power, Beta Ray Bill comes over and brutally strikes Malekith with Mjolnir. Thor and Balder arrive, and city erupts into chaos. Malekith claiming he remembers him from the palace that housed the Aether, Beta Ray Bill says he's here to stop him from his quest then, before he can attack more Thor summons the hammer back to himself and battles the Dark Elf soldiers. Malekith with the Aether now is easily able to defeat Bill and Kurse goes on to confront Thor and Balder, easily beating them and the hammer goes back to Beta Ray Bill, who is now more equipped to fight Malekith, who begins struggling to grasp the Aether's power. Kurse in the conflict manages to beat Balder the Brave brutally and then finishes him off by yanking out a Mistletoe tree and smashing him with it. Thor enraged summons Mjolnir back and shoots a powerful blast of lightning from the hammer. Malekith soon grasps the power of the Aether, and easily shuts down Bill and Thor. Telling the Korbinite how should never have gotten involved in matters such as this, and with his new found power he will punish his entire people for this transgression. Malekith begins using the Aether to blot out the sun over Korbin sending the entire planet into a destructive darkness, proving that the Dark Elf has the power to do what must be done to restore his home to prominence.

Thor and Beta Ray Bill, both in grief, make their escape along with the unconscious Sif being teleported by Heimdall to Asgard. Once there, the Guardian of the Bifrost tends to Sif while the two warriors butt heads again blaming each other for their losses and that they could've handled it if only one of them wielded Mjolnir, instead of sharing it. Thor insisting taking Beta Ray Bill on the mission was a mistake, and Bill responding that Asgard deserves someone smarter than him for protection. They get into each other's faces but before they can fight Frigga says that that Odin demands they cease their combat and meet him in the throne room. It then shows the Volstagg ranting about all he will do the Dark Elves for killing Balder before downing an entire pheasant breast. Faendral insists that they are mourning, they mustn't eat but Volstagg yells for him not to mistake his appetite for apathy. Hogun then gets up and tells them to both shut up, Balder was right, they've become cowards in their exile from combat. Squires in the lowest meaning of the word. He wanted them to become better than they were, and they all let him down.

Act 3

In the Throne Room, Thor asks what the meaning of this transgression is and Odin says that they are both worthy of Mjolnir and their recent loss has proven the weapon is not built to be wielded by two it deems worthy. Therefore, they must perform a challenge, to see who is truly the greatest fighter and can be the sole wielder of the hammer. Thor tells him he didn't expect his father to be so abrasive to their conflict, but Odin says he sees truly no other way to proceed in a situation such as this. Beta Ray Bill says as the sole survivor of the now dead race of Korbin he will fight with all his might to gain control of Mjolnir and slay the Dark Elf hordes himself. Thor feeling threatened by this says he will fight to continue his reign as a hero to the Nine Realms and to show he is the same man who had lifted Mjolnir on Midguard years prior.

Odin teleports them to an island outside the city and with only their fists the two engage in battle. The fight is long and the blows hard, but Beta Ray Bill is able to use his Korbinite strength and left over power from the hammer to defeat Thor. Before Bill is about to finish him he has an epiphany about his purpose and the type of man he should be, and saves Thor before teleporting back to the Palace, much to Odin's surprise. In Alfheim (now darkened to Svartalfheim once again), Malekith is struggling with the Aether and begins seeing an illusion of Algrim before his transformation. Malekith tells him that he misses him, and Algrim questions that, saying if he does he should simply change him back to his normal self. Malekith tells him he was dying before, but Algrim says he could fix that too. Malekith shouts how he could deny his love after all he did for him, but Algrim says he doesn't deny he cares for him deeply, but says there's something he loves even more. The advancement of the Dark Elves. He then realizes that his words ring true and Algrim is more useful to his cause as Kurse, then as his dying mentor. He just has one more warrior in the fight now. Soon after Algrim's illusion disappears and behind Malekith an illusion of Kraw the Uncontrollable appears.

Kraw asks if he truly wishes to become the very thing he despised, a conqueror and an imperialist. Malekith tells him it is their birthright after years of exile. More so than returning their home to darkness, he's wanted to give those who tortured them a taste of their own cruelty. Claiming how reality is so disappointing, but it doesn't have to be anymore. It can be whatever he wants now. Malekith soon after fully realizes the power of the Aether and tells his soldiers to prepare the Ark, for they are going to expand their empire to the Nine Realms.

Back in Asgard, Beta Ray Bill is approached by Thor who personally hands him Mjolnir, saying he's earned it. Bill thanks for him for his honorable defeat, and the God of Thunder asks why he saved him. Beta Ray Bill tells him he knows in his heart that Thor is a good man and a hero, that he lost everything and wants no more blood shed in vain. Thor tells him he didn't think such a truce between two rivals was possible and Bill responds saying that there's always a way. Before Thor can hand him the hammer, Lady Sif and Odin come inside and express their joy for both men coming out of the fight generally unharmed. Lady Sif saying she has recovered from the Aether's presence. Odin tells them that even though he originally demanded their only be one wielder of Mjolnir, he understands the nature of their battle and how it concluded, during these dark times he believes he has found another option to solve their conundrum.

In Nidavellir, Thor is speaking with the Dwarf Forgemaster Eitri to create a new weapon for Beta Ray Bill. He goes on to claim making a hammer like Mjolnir from scratch is impossible, he will need Thor's help to fulfill the request. While they begin the working process Sif and Beta Ray Bill start talking, the Korbinite says how he doesn't think he deserves his own weapon, his intention was never to overtake Thor's place as warrior only to simply defend his people, which he has failed to do. Sif says men like him are hard to come by, and she knows how hard it can be empathize with those who are different then you. He does it so naturally, he deserves nothing less than his own weapon and the chance to fight alongside Thor bringing peace and justice to all he can. Beta Ray Bill says he thanks her for the kind words. It then shows Eitri and Thor working on making the hammer still, the God of Thunder using his colossal strength to open the Dyson Sphere more than normal allowing in more heat from the Forge to melt the Uru ingots, coming directly from the neutron star's heat. He then begins charging the liquified metal with lightning generated from his chest. Afterwards, Eitri begins smelting the Uru and thunder essence into into the golden two sided hammer, Stormbreaker!

Thor and the Dwarf present it to Bill, who claims it's beautiful. Thor tells him it is his forever and asks how he feels. He screams out to the heavens that he can feel the lightning blow through him, even greater then he did even holding Mjolnir. Sif points out Stormbreaker was destined to be his. Bill then looks to Thor and tells him just as Mjolnir is to him, he nods to him in honor until Heimdall teleports to the Forge. He says that he has detected traces of Malekith and the Aether in Midguard. Thor asks what he could possibly be doing there, and Heimdall says he does not know, but considering the darkness he has engulfed Alfheim and Korbin it must be dealt with. Thor says he should return and help his old friends in their time of need, Beta Ray Bill asks if he can join, saying if he can use Stormbreaker to stop another world from falling to Malekith he would be a true fool not to. Thor says he would prefer nothing more and the two clash their weapons together in an X formation.

At Stonehenge, tourists are enjoying the attraction until Thor and Beta Ray Bill suddenly appear in a blast of Bifrost energy on the grass a few meters away from the stones. Everyone begins being startled seeing him and begin taking pictures, Beta Ray Bill asks what's going on and Thor tells this happens all the time on Midguard, they're a secluded world that still doesn't fully understand the idea of life outside of their planet. In London, Jane Foster and Marcus Stone are inside of Oxford University doing research with a handful of the scientists until seeing a report on the news of Thor being spotted outside of the city accompanied by an unknown humanoid creature. At a cargo holding lot, Thor and Bill fly down and begins using their weapons to find any traces of the Aether, until seeing Jane and Marcus walking over to them. Thor is overjoyed to see Jane again and goes to hug her, but she proceeds to scold him, in particular asking where he was.

Thor begins yammering excuses, but soon realizes none of them truly justified his decision, and he then claimed that he thought to be a good King he needed to focus on all the realms and not dwell merely in Midguard. Jane suggests that he's not focusing on them at all, she then asks who his friend is. Beta Ray Bill introduces himself and tells them not to be alarmed, he is merely a Korbinite warrior visiting this world to secure a Dark Elf warlord wielding an Infinity Stone. Marcus begins to get uneasy over that, and Bill quips that he knew humans were squeamish towards aliens but this is ridiculous, Jane explains he's been personally affected by something like that two years ago. Thor follows up saying Loki and a group of villains native to this world attempted to invade with the Space Stone. Marcus says they came to London because of anomalies occurring, and asks if that's really the result of something like the Tesseract. Thor confirms it is precisely that, and the man who wields it, Malekith, is planning something sinister.

They all go into Stone and Foster's London flat where they begin mapping out where the anomalies are happening and trace that Malekith might not be in the cargo lot, but instead in the middle of Greenwich village. Jane says that once he shows up science is going to ballistic, the Aether's reality warping will cause increases and decreases in gravity, physical laws being entirely ignored. Marcus says their first step is to call the Avengers and have them stop this just like they did to the Masters of Evil. Thor tells him it would take too long, Malekith won't be in Midguard for more than a couple minutes. He explains to them that "Earth" has always had a special place in the Yggdrasil in the way it is not considered one of the Nine Realms, and only is frequently counted among them because it's where the original Norse people migrated to Asgard from thousands of years ago. King Buri, father of Bor, set up the connection in this very area of the British Isles for them to teleport back should the need arise. Jane speculates that could be a part of the mysterious origin for Stonehenge.

Bill says if Malekith uses the Aether to bring darkness like he did to Korbin, he could easily encompass the Nine Realms through the connection, Marcus claims but Midguard however would be unaffected. Thor tells him exactly, this is not an issue for the Avengers, but rather for Asgard. Jane says then they need to get going now, or else Thor's home he fought so hard to go back to might be gone. In the middle of Greenwich Village, Malekith is making the Ark invisible due to the Aether and once he gets into a vantage point for the Yggdrasil connection becomes visible and begins releasing Dark Elf soldiers. He then exits the Ark and prepares to start shooting the Aether into the sky before Beta Ray Bill and Thor land in front of him, and tell Malekith this ends now. The Elf tells them the only thing that has ended is the oppression his people has felt under his grandfather's terrible rule, Beta Ray Bill asks what about his people, the ones he recklessly ruined! Malekith says a necessary sacrifice in their pursuit of glory. The fight begins and he uses the Aether to fight them warping reality all around.

Jane and Marcus eventually figure out how to reverse the Aether's effects and transform Dark Elf soldiers into water, ergo making them harmless. They do try to do it again but are stopped by Kurse who destroys their device and begins chasing them, before being distracted by seeing Thor and Bill, and attacks the Korbinite. Leaving the battle only between Thor and Malekith. In Asgard, Lady Sif is disturbed and goes to Odin telling him she senses the Aether being abused, still having a faint connection to its power. That she fears all is not well for Thor and Bill. Odin says he is trying to use his power to protect Asgard but it won't hold, Sif tells him she must go to the Midguard and help them. Odin says in this time of dire importance, he agrees. While Sif gets ready the Warriors Three come out and Volstagg proudly asks if they may accompany her. Back on Midguard, Beta Ray Bill is separated from Stormbreaker and Thor is near defeated. Malekith asks the God if he knew what it was like to have light forced upon them, how it felt as if all the color had been taken out of the world. That darkness was beautiful, but they vulgarized it and reduced it to nothing but simply one shade, merely the lack thereof for light. He will know what it feels like. Before anything else the Warriors Three and Lady Sif appear and begin taking out the Dark Elf soldiers and fight off Kurse.

Thor continues to engage Malekith, who in rage proceeds to shoot him with an Aether blast, causing Mjolnir to drop on the cobblestone ground. The Warriors Three remove Kurse from the battle field via a blackhole grenade, Malekith stops them too and is challenged only by Sif. Who says that she knows what this power does to somebody and tells him to stop his genocidal quest, but he refuses to listen and begins shooting the Aether into the Yggdrasil connection fully this time. It then shows Asgard begin getting almost engulfed into darkness. Beta Ray Bill slowly gets up and remembering what happened to his world when Malekith used the same power begins trying to rush over but is slowed down the red mist protecting the Dark Elf. He begins to weaken again until seeing something block the Aether's power, and looks up to only to see the ship Skuttlebutt returned in Earth's atmosphere full of refugees from Korbin using their technology to fight Malekith too. Inspired by this, Bill grabs both Stormbreaker and Mjolnir and charges after the Dark Elf. He fights him with both and even manages to use them to overpower the reaming power of Aether and beat down Malekith. He then calls down lightning and tells him that he will now pay for his misdeeds and smashes both Mjolnir and Stormbreaker into Malekith which fries him to the bone.

The Aether then begins emerging in multiple fractures from Malekith's skeleton and before it can occupy anyone else is trapped inside of a container by Hogun, who smiles when he succeeds. Skuttlebutt lands much to everyone's amazement, and Lady Sif begins searching the battlefield only to find Thor had been transformed into a frog by the Aether's blast. She and Bill laugh, only to have Faendral get out the box and transform him back. He then begins struggling on the ground shortly after his transformation, embarrassed and humbled he says that was much more uncomfortable then it looked, and proceeds to thank Beta Ray Bill for all he has done, the Korbinite then hands him back his hammer. On Skuttlebutt flying through the vacuum of space, Jane and Marcus are amazed witnessing actual alien technology up close. Claiming how they'll easily write ten more papers on just this ship alone. Lady Sif soon comes up to Jane and they awkwardly exchange formalities. Sif confesses to Jane she held resentment towards her and couldn't understand why Thor focused so much or mortality, but after this experience, is learning the values of compassion and the uselessness of jealously. Jane says she has nothing to worry about, Thor and her will always be close, but she knows that ship sailed when he didn't call her back after New York. Sif tells her that is comforting, but she's not sure on her feelings for the son of Odin. The Warriors Three all begin asking Marcus Stone questions about Earth and are surprised by his answers, wondering how anyone could live in a world without magic!?

Thor talks with Beta Ray Bill who says that civilians were able to board the ship while the darkness was purging away at Korbin and have been living on it since, they tracked him down to Earth to be their new leader, that he served a very important position of Korbin as the head Temple Guardian. Thor asks where they will settle, and Bill says he hasn't thought about it. This ship could be their new home, as it is where the Korbinite people stand. He asks if it's worth living without any true world to call their own, and Bill tells him that Korbin is a people, not a place. One day they may perhaps find a new planet to call home, but for now Skuttlebutt will more than suffice. That's what Malekith failed to understand, reality can be whatever one chooses to look for, you don't need an Aether to do it, just the right state of mind.

They then see Asgard right in the distance and Bill says he will drop them off there. In the Throne Room, Odin tells Thor that the Aether will be sold off somewhere from Asgard to never burden them again. That he has singlehandedly saved the Nine Realms with his courage and bravery, an honorable achievement indeed. Thor thanks him, saying Stormbreaker will help Bill lead his own people for eons to come. Odin comments he never thought it possible Thor could make such progress to becoming a worthy King in such a short time. With persistence, he could succeed him soon. Thor says there was a time he would be excited for such an achievement, but now he wants to take a break from the politics of Asgard. Saying he'd rather be a great man than a good king. That he knows what happened was only able to be stopped by heroics, not sitting on a throne. He will protect the Nine Realms and serve with the Avengers as he once did, just like he always wanted.

Odin is almost shocked and insulted when Thor rejects his heritage, but tells him if that is what he truly wants, he will not stand in his way. Thor leaves and while walking out the camera reveals Odin slowly shapeshifiting revealing himself to be Loki disguised! Who claims his brother's softness will be his undoing.

First End-Credits

Teasing Guardians of the Galaxy

Lady Sif and Volstagg are walking through a strange museum, they are approached by a man with white hair who Sif acknowledges as Taneleer Tivan, the Collector. He claims that he knows why they're here and he asks why they cannot keep it in their own vault on Asgard. Volstagg tells him the Aether is too dangerous for anyone but those with the utmost experience with cosmic power to deal with. The Collector informs them that is a wise observation, and that it will be safe in his collection.

Second End-Credits

Teasing Thor: Ragnarok

It shows "Odin" talking with Frigga claiming there is much to be done now with Thor resigning from royal matters, and the Queen tells him if he's not worried of the prophecy. Odin asks what prophecy she speaks of and Frigga tells him, of Ragnarok, the first sign of its coming is the death of Balder the Brave. Odin is shocked to hear this and says he will use his wisdom as the All-Father to look into it with haste, he then turns his head away from Frigga and lets out a small smile. The screen then goes dark... with the only sound heard being Loki's maniacal laugh.


  • This film introduces the red Infinity Stone of Reality. Originally colored yellow in the comics.
  • Volstagg being able to slightly nudge Mjolnir is a reference to him actually wielding the weapon for a short time on Earth-616. In universe it is likely a foreshadowing of his heroic nature being weighed down by his cowardice.
  • Jane Foster and Marcus Stone who appear in the film are the same scientists who sheltered and mentored Thor on Earth during the first Thor film.
  • Beta Ray Bill in the comics is not given enhanced strength due to simply being Korbinite, and instead was genetically engineered to be his species greatest warrior via cyborg implants.
  • In Norse Mythology, Alfheim and Svartalfheim are not the same place, but rather two different worlds in the Nine Realms. This was changed in the film to help make the concept of Elves more palatable for casual viewers. In addition to this, Dark Elves and Light Elves are differentiated by if they dwell in the fields or in the ground.
  • Lady Sif absorbing and merging into the Aether is a reference to her comic book history, where she merged her life force with Jane Foster.
  • Malekith in the comics is called Malekith the Accursed but his adjective was changed to simply the Darkest. When asked in an interview about this Alan Taylor says it was done because having two characters with cursed in their name (referring to the side villain Kurse) would've been "ridiculous".
  • Nidavellir in the same forge that was referenced during the events of Thor, and is seen for the first time in this film during the creation of Stormbreaker.
  • Balder the Brave is killed via a tree growing Mistletoe. An in-universe reference to the prophecy that Balder the Brave is vulnerable to being killed by the plant, and that his death would eventually lead to Asgardian apocalypse Ragnarok.
  • Algrim, in the comics, was transformed into Kurse after being betrayed by Malekith and before his death being plucked up by the Beyonder where his armor was merged into his flesh. This is done in a similar manner with Lady Sif empowered by the Aether.
  • Thor getting turned into a frog post-climax is a reference to the short lived Marvel Comics character Thunder Frog an event where Thor is turned into a frog temporarily from Loki's dark magic.
  • The Warriors Three mention that they lost a lot of their bravery after a brutal fight with a creature called Holth, who in the comics is actually a shapeshifting Giant that was murdered by the Warriors Three.
  • The character who appears in the first End-Credits scene is a character from Earth-616 called the Collector. Who is notorious for his assortment of bizarre items put on display in museum and his ownership of the Reality Stone.
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