At Number Three engine, Iron Man begins spinning the rotors while Rogers struggles to fend off hostiles. Thor makes it to the Detention Level before Romanoff does and see Loki escaping the cell. Furious, Thor lunges at him. However, it's a Loki duplicate and Thor is tricked into the holding cell.
Loki: Are you ever NOT going to fall for that?
As Barton heads for the Detention Level, he is intercepted by Romanoff. And so begins the battle between The Black Widow and Hawkeye. Not the battle of Gods like Thor and the Hulk, but neverthless, a fierce battle between two highly trained elite assassins. Arrows, knives, fists, and savage kicks are the theme of this battle between mortals.
In the cell, Thor hammers away at the special glass causing a small crack. Alarmed at first, Loki then smiles that the cell holds the god of thunder at bay.
Loki has recovered his scepter, but he is held at bay briefly by Agent Coulson holding a big fucking gun. However, Coulson is also tricked by one of Loki's holographic projections - Coulson is stabbed in the back by the real Loki.
Loki releases the cell and allows Thor to plummet. We return to the fight of the assassins, Romanoff finally gets the upper hand and delivers a hard blow to Barton's head, knocking him unconscious.
Meanwhile, Thor is being tumble-dried in the falling cell, turning end on end. Thor escapes from the cell a split second before it hits the ground. Back at the Detention Level, Loki starts to leave . . .
Coulson: You're gonna lose.
Loki: Am I?
Coulson: It's in your nature.
Loki: Your heroes are scattered, your floating fortress falls from the sky... where is my disadvantage?
Coulson: You lack conviction.
Loki: I don't think I...
The fatally wounded Coulson shoots Loki with a blast from the unidentified weapon, one that harnesses the power of the Destroyer, causing Loki to be blown through the wall behind him.
Coulson: So that's what it does.
On the bridge, Fury watches a monitor display the altitude, which is spinning down fast. The helicarrier slowly tailspins towards the Earth. Iron Man finally gets the rotor spinning fast enough to jump the engine and the flying fortress gains a bit of altitude. But now he needs Rogers to pull the lever to slow the blades just enough for him to get out without shredding him.
Stark: Cap, pull the lever!
However, Rogers, who had been thrown from the helicarrier is barely hanging on to a cable.
Rogers: I need a minute here!
Stark: Lever. Now!
Rogers makes it back on board and the hostiles quickly resume their attack. The rotors are spinning faster than Iron Man can excel. The metal man is batted around between the blades and engine structure like a pinball. Rogers finally pulls the lever, allowing Stark to drop free of the rotors. Stark swoops in and takes out the last hostile shooting at Rogers. Loki and his surviving team escape in their jet.
Moments later, Nick Fury goes over to the fatally-wounded Coulson.
Coulson: I'm sorry, boss. The god rabbited.
Fury: Just stay awake. Eyes on me.
Coulson: No. I'm clocked out here.
Fury: Not an option.
Coulson: It's okay, boss. This was never going to work... if they didn't have something... to...
Agent Coulson looks away and sighs his last breath. Fury looks on grimly at Coulson.
Fury: Agent Coulson is down.
Unknown SHIELD Agent: The medical team is on its way to your location.
Fury: They're already here.
Maria Hill listens on her headset, as do Captain America and Iron Man from another room.
Fury: They called it.
Everyone listens as Fury announces over the radio that Coulson is down. Later, the remaining heroes are gathered at the bridge/conference area - Fury, Rogers, Stark, and Hill. Fury uses Coulson's death to motivate the Avengers to work as a team. . . .
Fury: These were in Phil Coulson's jacket. I guess he never did get you to sign them.
Fury throws Coulson's bloodstained Captain America trading cards on the table. Rogers picks up one of them.
Fury: We're dead in the air up here. Our communications, the location of the Cube, Banner, Thor... I got nothing for you. I lost my one good eye. Maybe I had that coming.
Fury walks toward Rogers. Hill looks on, she has a troubling look on her face.
Fury: Yes. We were going to build an arsenal with the Tesseract. I never put all my chips on that number, though, because I was playing something even riskier. There was an idea, Stark knows this, called the Avengers Initiative.
The idea was to bring together a group of remarkable people to see if they could become something more. To see if they could work together when we needed them to, to fight the battles that we never could. Phil Coulson died, still believing in that idea. In heroes.
Stark suddenly gets up and leaves the bridge.
Fury: Well, it's an old-fashioned notion.
We cut to Thor walking through a field, finding his mighty hammer. Though for some reason, he hesitates to retrieve it.
Banner wakes up in his human form after crashing into an abandoned factory. A security gaurd witnesses the whole thing. He provides a pair of pants for Banner to wear.
Security Guard: Are you an alien?
Security Guard: From outer space, an alien.
Security Guard: Well then son, you've got a condition.
Later, Romanoff tends to Barton . . .
Romanoff: Clint, you're gonna be alright.
Barton [waking up from Loki's mind control]: You know that? Is that what you know? I got... I gotta go in though. I gotta flush him out.
Romanoff: You gotta level out, that's gonna take time.
Barton: You don't understand. Have you ever had someone take your brain and play? Pull you out and stuff something else in? You know what it's like to be unmade?
Romanoff: You know that I do.
Barton: Why am I back? How'd you get him out?
Romanoff: Cognitive re-calibration. I hit you really hard in the head.
Natasha frees him from his restraints.
Barton: Tasha, how many agents did I . . .?
Romanoff: Don't. Don't do that to yourself, Clint. This is Loki. This is monsters and magic and nothing we were ever trained for.
Barton: Loki, he got away?
Romanoff: Yeah. Don't suppose you know where?
Barton [shakes his head no]: Didn't need to know. Didn't ask. He's gonna make his play soon though. Today.
Romanoff: We gotta stop him.
Barton: Yeah, who's "we"?
Romanoff [shrugs]: I don't know. Whoever's left.
Barton: Well, if I put an arrow through Loki's eye socket, I'd sleep better, I suppose.
Romanoff: Now you sound like you.
Barton: But you don't. You're a spy, not a soldier. Now you want to wade into a war. Why? What did Loki do to you?
Romanoff: He didn't, I just . . . . .
Romanoff: I've been compromised. I got red in my ledger. I'd like to wipe it out.
At the Detention Level, Stark and Rogers are discussing Coulson's death . . .
Rogers: Was he married?
Stark: No. There was a, uh... cellist. I think.
Rogers: I'm sorry. He seemed like a good man.
Stark: He was an idiot.
Rogers: Why? For believing?
Stark: For taking on Loki alone.
Rogers: He was doing his job.
Stark [scoffs]: He was out of his league. He should have waited. He should have...
Rogers: Sometimes there isn't a way out, Tony.
Stark: Right, I've heard that before.
Rogers: Is this the first time you've lost a soldier?
Stark: WE ARE NOT SOLDIERS! I am not marching to Fury's fife!
Rogers: Neither am I! He's got the same blood on his hands that Loki does. But right now we've got to put that behind us and get this done.
Their discussion turns to Loki.
Stark: He made it personal.
Rogers: That's not the point.
Stark: That IS the point. That's Loki's point! He hit us all right where we live. Why?
Rogers: To tear us apart.
Stark: Yeah, divide and conquer is great, but he knows he has to take us out to win, right? THAT'S what he wants. He wants to beat us, he wants to be seen doing it. He wants an audience.
Rogers: Right. I caught his act at Stuttgart.
Stark: Yeah, that was just previews. This is opening night. And Loki, he's a full-tilt diva, right? He wants flowers, he wants parades. He wants a monument built to the skies with his name plastered . . .
Stark pauses, he and Rogers look at each other knowingly.
We cut to the Stark building, Selvig is atop the roof setting up a device with the Tesseract mounted in it.
Rogers joins Romanoff and informs her it's time to go, he will fill her in on the way. He notices Barton, Romanoff nods to Rogers indicating Barton is okay now.
Rogers: Have you got a suit?
Rogers: Then suit up.
We are shown a series of flash cut scenes of the heroes suiting up: Thor picks up his hammer, Captain America lifts his shield, Hawkeye stocks up on arrows, The Black Widow puts on a wrist weapon launcher, Iron Man patching up his suit. Thor calls down lightning to his hammer. Iron Man's helmet instrumentation activates. Rogers, Romanoff, and Barton board a Quinjet to fly to Manhattan. . .
Maintenance Guy: Uh... You guys are not authorized to be in here.
Rogers: Son . . . just don't.
Hill: Sir, those cards. They were in Phil Coulson's locker, not his jacket.
Fury: They needed a push.
Fury sees the Quinjet take off.
Fury: They found it.
Iron Man makes it to Manhattan, closing in on the Stark Tower, though his jets are sputtering. We see a close up the Tesseract device as Selving continues to make adjustments.
Jarvis: Sir, I've turned off the Arc Reactor, but the device is already self-sustaining.
Iron Man: Shut it down, Dr. Selvig.
Selvig: It's too late! She can't stop now. She wants to show us something! A new universe.
Iron Man: OK.