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[Kneeling behind a THRONE, a clothed, armored figure known as THE OTHER.] THE OTHER: The tesseract has awakened. It is on a little world. A human world. They would wield its power... [he holds out the scepter] Loki: [Coming out from the shadows, taking the staff] THE OTHER: But our ally knows its workings as they never will. He is ready to lead. And our force, our Chitauri, will follow. [Thousands of Chitauri are awaiting orders] THE OTHER: The world will be his. The universe yours. And the humans, what can they do but burn? [Cut to a SHIELD facility at night. They are evacuating by helicopter and vehicle, and one helicopter lands, dropping off Maria Hill and Nick Fury while Agent Phil Coulson is awaiting them.] NICK FURY: How bad is it? AGENT PHIL COULSON: That's the problem sir. We don't know. [They enter the facility, passing fleeing technicians, taking only the essentials] COULSON: Dr. Selvig read an energy surge from the Tesseract four hours ago. FURY: NASA didn't authorise Selvig to test phase. COULSON: He wasn't testing it, he wasn't even in the room. Spontaneous advancement. AGENT MARIA HILL: It just turned itself on? FURY: What are the energy levels COULSON: Climbing. When Selvig couldn't shut it down, we ordered evac. FURY: How long to get everyone out? COULSON: Campus should be clear in the next half hour. FURY: Do better. [They continue walking down deeper into the facility] HILL: Sir, evacuation may be futile. FURY: We should tell them to go back to sleep? HILL: If we can't control the Tesseract's energy, there may not be a minimum safe distance. FURY: I need you to make sure Phase 2 prototypes are shipped out. HILL: Sir, is that really a priority right now? FURY: Until such a time as the world ends, we will act as though it intends to spin on. Clear out the tech below. Every piece of Phase 2 on a truck and gone. HILL: Yes sir. [To agents nearby.] With me. [Nick fury and Agent Phil Coulson enter the radiation facility housing the Tesseract, the area cluttered with machines and people leaving.] FURY: Talk to me doctor. [Dr. Erik Selvig appears from behind a CMS machine, concerned. The Tesseract is glowing unusually brighter and a flare of blue shoots out from it, hitting things at random.] Dr. ERIK SELVIG: Director. FURY: Is there anything we know for certain? SELVIG: The Tesseract is misbehaving. FURY: Is that supposed to be funny? SELVIG: No, it's not funny at all. The Tesseract is not only active, she's... misbehaving. FURY: How soon until you pull the plug? SELVIG: She's an energy source. If we turn off the power, she turns it back on. If she reaches peak level... FURY: We've prepared for this doctor. Harnessing energy from space. SELVIG: We don't have the harness. Our calculations are far from complete. Now she's throwing off interference, radiation. Nothing harmful, low levels of gamma radiation. FURY: That can be harmful. Where's Barton? SELVIG: The Hawk? Up in his nest, as usual [We cut to Clint Barton, dressed in black tactical gear, up on the railings watching them below. Fury calls Barton on his earpiece.] FURY: Agent Barton, report. [Barton rappels down from the catwalk, and walks up to Fury. They both walk around the bottom of the facility in a discreet manner.] FURY: I gave you this detail so you could keep a close eye on things. CLINT BARTON: Well, I see better from a distance. FURY: Are you seeing anything that might set this thing off? NASA SCIENTIST: [To Dr. Erik Selvig] Doctor, it's spiking again. CLINT: No one's come or gone. It's oven is clean. No contacts, no I.M.s. If there was any tampering, sir, it wasn't at this end. FURY: At this end? CLINT: Yeah, the cube is a doorway to the other end of space, right? The doors open from both sides. [Dr. Erik Selvig types on his keyboard and the monitor flashes. Suddenly, the Tesseract thunders and shakes the entire facility. Both Agent Coulson nearby, and Maria Hill topside, feel the tremors. The cube glows brighter and emits a ring of light, and builds like a beam, similar to the Bifrost bridge. The power hits the edge of the platform, and begins to form a vortex, which becomes a portal. Space appears through the portal, and a gust of blue energy knocks people back. The cloud shoots to the ceiling, and the portal on the platform opens up as Loki steps through. The portal vanishes, and Loki grins at everyone, holding his spear. He frowns as he sees them looking at him.] FURY: Sir please put down the spear. [Loki responds with firing a blast of blue energy from his spear, while Barton narrowly tackles Fury out of the way. Everyone shoots at Loki, but the bullets deflect off of him. Loki immediately takes down everyone shooting at him easily, with knives and energy blasts from his sceptre. He pauses, grinning, and looks to who will attack him next. Barton attempts to attack him, but Loki grabs his wrist, disarming him.] LOKI: You have heart. [Loki places the tip of the spear against Barton's chest. Barton's eye glow black, and he stops resisting. Loki begins controlling other agents around the room. Fury sneak up, grabs the Tesseract, and places it in a briefcase, trying to sneak out.] LOKI: Please don't. I still need that. FURY: [ turning to face Loki ] This doesn't have to get any messier. LOKI: Of course it does. I've come too far for anything else. I am Loki of Asgard, and I am burdened with glorious purpose. SELVIG: Loki? Brother of Thor? FURY: We have no quarrel with your people. LOKI: An ant had no quarrel with a boot. FURY: You planning to step on us? LOKI: I come with glad tidings, of a world made free. FURY: Free from what? LOKI: Freedom. Freedom is life's great lie. Once you accept that, in your heart...[Like a gunslinger, Loki turns to face Selvig who's standing behind him and places his spear against Selvig's heart. Selvig's eyes glow black.] LOKI: You will know peace. FURY: Yeah, you say peace, I kind of think you mean the other thing. [From the vacuum chamber ceiling, the Tesseract's energy cloud rapidly builds into what may be an implosion.] CLINT: Sir, Director Fury is stalling. This place is about to blow. Drop a hundred feet of rock on us. He means to bury us. FURY: Like the Pharaohs of old. SELVIG: He's right. The portal is collapsing in on itself. You got maybe two minutes before this goes critical. LOKI: Well then. [Loki looks to Barton, who without hesitation shoots Fury, who falls to the ground. Barton grabs the case containing the Tesseract and leaves the lab with Loki, Selvig, and the other controlled SHIELD personnel.] [The controlled SHIELD personnel are gathering weapons and getting ready to leave the facility. Agent Hill watches in confusion.] CLINT: [Pointing to Loki and his team] Need these vehicles. HILL: Who's that? CLINT: He didn't tell me. [Agent Hill eyes them suspiciously as they get into a truck and begin to drive away.] FURY: [grabbing a walkie talkie] Hill, do you copy? [Loki and his crew look back at Agent Hill.] [Back at the lab, Fury is sitting up, pulling the bullet out, and breathing hard.] FURY: Barton is... [Maria turns around and shoots Barton, who is already shooting at her, and they drive away while she takes cover, still firing at them.] FURY: [Running out of the lab, holding his side.] He's got the Tesseract! Track it down! [The energy discharge from the Tesseract is building up on the ceiling, rumbling and growing recklessly, destroying structures and cracking the walls.] [Maria Hill jumps into a Jeep and takes chase on Loki and crew. Several other trucks begin to attack Loki's truck as well, and Loki releases a blast of energy, obliterating SHIELD trucks and causing a blockage in the tunnel. Agent Hill is forced to keep distance on her pursuit.] [Down below, Fury is racing against the clock as pipes burst around him. The walls are cracking, and the facility is suffering an internal earthquake.] [Agent Coulson is grabbing cases, and trips down the stairs while the ground shudders. Others with him drop cases full of information and equipment.] COULSON: No! Leave it! [They all leave the cases behind and leave the lab running.] [Barton and Agent Hill are caught in a truck race, where she pulls in front of him to try and block him. He responds with firing at her at close range, which causes Agent Hill to shoot out her own windshield to try and hit him.] [Agent Coulson and his group take a Jeep and evacuate as well.] COULSON: [on a walkie talkie] You're clear, sir! You need to go! [Fury runs across the tarmac to a helicopter. The ground gives way seconds after the helicopter leaves the ground, falling into a sinkhole.] [Still racing down the tunnel, Agent Hill and Barton are locked in combat. A blast wave from the Tesseract causes the tunnel to collapse partially. One of Loki's trucks makes it out, but Maria's truck is stuck.] [The Tesseract's energy cloud now shrinks into a small ball of white light, hovering in the air. In a flash of blue light, the facility is consumed along with its surroundings. Fury watches from below as a rapid build up into an implosion.] [Several miles away, Agent Coulson's van jolts from the blastwave on the horizon behind them.] [The entire facility implodes with terrifying magnitude, and the implosion rocks the ground.] [Maria Hill is stuck, her jeep behind as the full force of the blast tears down on the tunnel, covering herself by being inside of the jeep, light from the night spilling in close by.] [Barton's truck drives away, but Fury's helicopter hovers over it, and Fury opens fire with his pistol. Loki, in a fit of rage, fires an energy blast at the helicopter. The helicopter is skimmed my the blast, but catches fire. He jumps out of the flaming helicopter seconds before it hits the ground and shreds itself into debris. Fury stands back up, dazed, and shoots at Loki, but they're too far away.] COULSON: [over a walkie talkie] Director? Director Fury, do you copy? FURY: The tesseract is with the hostile force. I have men down. Hill? HILL: [climbing out of the wreckage of her jeep] A lot of men still under, don't know how many survivors. [From the ground, Fury surveys the wreckage.] FURY: Sound the general call. I want every living soul not working rescue looking for that briefcase. HILL: [using a walkie talkie] Roger that. FURY: Coulson, get back to base. This is a Level Seven. As of right now, we are at war. COULSON: What do we do? [Nick Fury looks up, a thought on his mind.] [The scene is is Russia. There is a building, a warehouse, next to some unfinished railroad tracks under construction. The building is only occupied by Georgi Luchkov, a Russian general, and two thugs, with a prisoner amongst them, tied to a chair. The taller thug is in the middle of hitting the spy, a red headed Russian woman in a black tank top. They have a conversation in Russian.] GENERAL LUCHKOV: [in Russian] This is not how I wanted the evening to go. NATASHA ROMANOFF: I know how you wanted this evening to go. Believe me, this is better. LUCHKOV: I'd like to know why they sent you to carry out a carrier, a stained glass and other random items. [The taller thug pushes her chair back, tilting it over the edge of a few story drop, and Natasha hides her fear.] NATASHA: I thought General Solohob was in charge of the export business. LUCHKOV: Solohob? Your reputation is quite a progression. The famous Black Widow. Nothing but a pretty face. NATASHA: You really think I'm pretty? [Luchkov walks over to a table filled with tools of torture and interrogation, picking up a pair of pliers. The tall thug next to her forces her jaw open.] LUCHKOV: We do not need the Lermontov to transfer the tanks. Tell him, well... [In english] You may have to write it down. [A phone rings, and the weaselly thug looks to his phone in confusion. He picks it up.] WEASELLY THUG: Ya? [He looks to Luchkov.] It's for you. [Luchkov takes the phone, annoyed and angry.] LUCHKOV: Who the hell is... COULSON: You're at 114 Solenski Plaza, 3rd floor. We have an F22 exactly 8 miles out. Put the woman on the phone or I will blow up the block before you can make the lobby. [Luchkov places the cell phone against Natasha's ear seeing how she's tied to a chair with her hands tied behind her back.] COULSON: We need you to come in. NATASHA: Are you kidding? I'm working! COULSON: This takes precedence. .

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