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EXT. SKY -­ DAY

The Quinjet boomed into the city.

"Starks, we're heading north east," Black Widow said.

"What, did you stop for drive-thru?" Iron Man shot back. "Swing up Park, I'm gonna lay 'em out for you."

EXT. STARK TOWER

Iron Man banked around his tower. They saw Thor and Loki still going at it. Iron Man swooped down the street, causing a Chitauri to crash. Flying up, Iron Man put the following Chitauri in view of the Quinjet. Black Widow took out a machine gun and fired at the Chitauri.

"Sir, we have more incoming," JARVIS warned.

"Fine," Tony replied. "Let's keep them occupied." He headed back to the portal.

EXT. STARK TOWER

Thor and Loki battled savagely. Loki fired energy from the scepter, sending Thor sliding across the floor.

INT. QUINJET

Hawkeye looked out his left window, finding a target. "Yeah."

"See them," Black Widow said.

Hawkeye banked the jet towards Stark Tower. He aimed the minigun at Loki. Loki aimed the scepter at the Quinjet and fired a blast of energy. Thor got to his feet, tackling Loki down hard. The Quinjet soon caught fire. Hawkeye maneuvered one wing of the jet. He spun and slowed. It dropped from the air as it passed over skyscrapers. He slammed into the street.

INT. QUINJET

With everyone okay, Hawkeye and Black Widow unfastened their seatbelts and opened the ramp. Captain America ran down, followed by Hawkeye and Black Widow. Each one had their respected weapons in hand.

EXT. FOUR WAY STREET

The three arrived in the middle of a four-way street. Suddenly, the city lurched to a stop. A deep, primal rage bellowed out. With that roar, a shadow came over them.

EXT. VASTNESS OF SPACE

From the portal, a Chitauri Leviathan flew out. Carrying hundreds of soldiers, the Chitauri Leviathan passed over the four.

EXT. BRIDGE STREET

They looked up, out of their element. From both sides, Chitauri soldiers flew off and attached themselves to the sides of the buildings, sliding down. Some crashed into buildings and began firing from their energy rifles at innocent people.

"Stark, Ben, are you seeing this?" Captain America asked.

"I'm seeing, still working on believing," Tony replied. "Where's Banner? Has he shown up yet?"

"Banner?"

"Just keep me posted. JARVIS, find me a soft spot."

Iron Man quietly fled behind and paralleled with the Chitauri Leviathan.

EXT. STARK TOWER

Thor held down Loki's face straight ahead, forcing him to watch the city falling to ash.

"Look at this!" Thor yelled. "Look around you! You think this madness will end with your rule?"

Loki tried to look away as he said, "It's too late. It's too late to stop it."

"No. We can. Together."

Loki looked at his brother, showing a sign of hope. Then he stabbed Thor with a small knife. Thor keeled over. "Sentiment."

Thor got up, kicked Loki and lifted him into the air. Thor slammed him down, hard. Loki, bleeding, rolled over the edge. Thor looked down. Loki was riding a flying chariot. Dozens of Chitauri followed his lead.

EXT. BRIDGE STREET

The three ran behind upside taxis. They looked up and saw Loki taking his band down the street and fired at the street in a chain of explosions. The explosions smashed cars and hurled people as it went off in one final conflagration. Terrified people ran from Loki, looking over their shoulders. Captain America looked down the bridge.

"Those people need assistance down there," Captain America said.

Chitauri soldiers landed near them and began firing at them. Black Widow pulled both pistols and fired, then turned to Captain America.

"We got this," Black Widow told him. "It's good. Go!"

Captain America said to Hawkeye, "You think you can hold them off?"

"Captain," Hawkeye began as he pulled a trigger on his bow and an arrow was mechanically chosen. "It would be my genuine pleasure."

Hawkeye shot an arrow into the creature's head, gaining a few seconds for Captain America as he fell down the bridge, followed by an explosion. Captain America raced over to the plaza, jumping over dozens of exploding cars. He ran. Hawkeye ran to a bus full of people. From the windows, small children were held by their parents for Hawkeye to pull them to safety. They ran over to the jammed door and jerkily opened it. People began to run out. Black Widow emptied out her clips. Hawkeye fired arrows into the ranks of the Chitauri, hitting his mark each time he shot.

"Just like Budapest all over again!" Black Widow said.

"You and I remember Budapest very differently," Hawkeye shot back.

EXT. MANHATTAN

The cops continuously fired at the flying chariots. A young cop ran to his police sergeant.

"We need to get out!" the young cop said. "They gotta bring the National Guard!"

"National Guard?" the police sergeant repeated. "Does the army know what's happening here?"

"Do we?"

Captain America jumped in front of them. They looked up at him.

"I need men in these buildings," Captain America said. "There are people inside that can run into the line of fire. You take them through the basement or through the subway. You keep them off the streets. I need a perimeter as far back as 39th."

"Why the hell should I take orders from you?" the police sergeant asked.

Suddenly, an explosion came up from behind Captain America. An energy blast was blocked by his shield. Two Chitauri soldiers attacked. The cops watched in shock as Captain America fought them off with ease.

The Sergeant turned to his officer and said, "I need men in those buildings, lead the people down and away from the streets. I need a perimeter as far back as 39th."

EXT. SKYLINE

Iron Man swerved around a building and faced the Chitauri Leviathan. He pulled out his miniature multiple rocket launchers and fired. The Chitauri Leviathan roared in annoyance. The Chitauri Leviathan turned to him.

Iron Man said to JARVIS, "We got his attention. What the hell is step two?!" He flew away.

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