Iron Man blasts the device, which defends itself with a barrier, blasting Selvig into a wall and pushing Iron Man back.
Jarvis: The barrier is pure energy. It's unbreachable.
Iron Man: Yeah I got that - Plan B.
He turns to Loki and drifts down to his landing pad.
Jarvis: Sir, the Mark VII is not ready for deployment.
Iron Man: Then skip the spinning rims! We're on the clock!
He lands and has his armor removed.
Loki: Please tell me you're going to appeal to my humanity
Stark: Uh, actually I'm planning to threaten you.
Loki: You should have left your armor on for that.
Stark: Yeah. It's seen a bit of "mileage" and you got the "glow-stick of destiny". Would you like a drink?
Loki: Stalling me won't change anything
Stark: No, no no, threatening! No drink? You sure? I'm having one.
Loki: The Chitauri are coming. Nothing will change that. What have I to fear?
Stark: The Avengers. That's what we call ourselves; we're sort of like a team. "Earth's Mightiest Heroes" type thing.
Loki: Yes, I've met them.
Stark: Yeah, takes us a while to get any traction, I'll give you that one. But let's do a head count here: your brother the demi-god; a super soldier, a living legend who kind of lives up to the legend; a man with breath-taking anger management issues; a couple of master assassins, and YOU, big fella, you've managed to piss off every single one of them.
Loki: That was the plan.
Stark: Not a great plan. When they come, and they WILL, they'll come for you.
Loki: I have an army.
Stark: We have a Hulk.
Loki: I thought the beast had wandered off...
Stark: You're missing the point! There's no throne, there is no version of this where you come out on top. Maybe your army comes and maybe it's too much for us but it's all on you. Because if we can't protect the Earth, you can be damned well sure we'll avenge it!
Loki: How will your friends have time for me, when they're so busy fighting you?
He taps Stark with his scepter, but the Arc Reactor stops the effect.
Loki [tries again, with no success]: This usually works...
Stark: Well, performance issues, it's not uncommon. One out of five...
Angered, Loki lifts Stark by the throat and heaves him across the room. Stark calls for Jarvis to deploy, but no response. Loki grabs him again and sends him crashing through the glass of the penthouse, falling fast. A moment later, the package is deployed and chases after the falling Stark. The package morphs and wraps around Tony just in time before he hits ground.
Iron Man immediately jets back up to the penthouse . . .
Stark: And there's one other person you pissed off. His name is Phil.
Loki raises his scepter to fire, but Iron Man is too quick on the draw and blasts Loki point blank. At that moment, Dr. Selvig's Tesseract mounted device fires a beam into the sky opening a portal over Manhattan. On the other side, is the Chitauri army. They swoop in as soon as the portal opens, descending quickly down to the city. Iron Man rushes up to greet them, taking out several of them with his blasters.
But there's far too many, Iron Man is overwhelmed. Hordes of Chitauri rocket down to the city below. The streets filled with civilians immediately erupt with fiery explosions launched from the Chitauri onslaught. Atop the Stark Tower, Loki watches the destruction he orchestrated. Thor lands nearby and calls to him . . .
Thor: Loki, turn off the Tesseract or I will destroy it!
Loki: You can't! There's no stopping it. There is only the war!
Thor: So be it!
Loki immediately attacks Thor, the battle of half brothers, Scepter vs. Hammer. In the streets, Iron Man is zipping between buildings with a cluster of Chitauri hot on his tail. Barton and Romanoff in the Quinjet with Captain America as passenger, join the battle. Iron Man leads the Chitauri followers into a Quinjet ambush. The battle of Thor and Loki rages on. Barton and Romanoff take notice and turn their attention to Loki, blasting away at him.
Loki returns fire with his scepter, severely damaging the jet. Thor resumes his offensive attack on Loki. Barton manages to land the jet with a crashing touch down, but everyone inside is unharmed. The three immediately jump into action, intending to head for the tower. However, they pause in their tracks and turn their attention to the large portal in the sky.
Pouring out of the portal is another wave of Chitauri invasion, including a monstrous battle-armored Leviathan. The massive Levithan glides through downtown like a lumbering battleship, squadrons of Chitauri warriors leap off its back and into nearby buildings, immediately attacking the civilians inside. Iron Man closes in on the Leviathan.
Rogers: Stark, are you seeing any of this?
Stark: Seeing, still working on believing.
Stark strategizes with Jarvis to find a 'soft spot' on the Leviathan.
Thor and Loki are locked in battle and face to face. Thor tries to reason with him. For a moment, Loki appears to show an expression of self-doubt, however that moment quickly disappears when he drives a small blade into Thor's side. Thor crumples to his knees, but his rage musters another offensive. He tears at his half brother, serving a body slam.
Loki rolls over and intentionally falls off the building. He lands on a Chitauri flying chariot and heads off, leading the Chitauri army through it's downtown invasion. The Chitauri army continues its juggernaut of destruction on the civilians.
There's no where for them to find safety with a wall of fiery explosions coming every which way. Rogers, Barton, and Romanoff are pinned down on a bridge.
Rogers: They're fish in the barrel down there.
Romanoff: We got this. It's good. Go.
Rogers: You think you can hold them off?
Barton: Captain, it would be my genuine pleasure.
As Barton and Romanoff blast away at the Chitauri, Rogers jumps off the bridge onto a bus and into the street with a trail of Chitauri blasts right behind him. Back on the bridge, Barton and Romanoff are holding their own quite efficiently, taking down one Chitauri after another.
Romanoff: This is just like Budapest all over again.
Barton: You and I remember Budapest very differently.
The local police are huddled behind their cars trying to fend of the attacking Chitauri.
Young Cop: It's gonna be an hour before they can scramble the national guard!
Police Sergeant: National Guard? Does the army know what's happening here?
Young Cop: Do we?
Captain America makes his entrance offering a plan to the police to protect the civilians.
Captain America: You need men in these buildings. There are people inside and they're going to be running right into the line of fire. You take them to the basements, or through the subway. You keep them off the streets. I need a perimeter as far back as 39th.
Police Sergeant: Why the hell should I take orders from you?
The Chitauri attack. Cap blocks a blast with his shield, bats one Chitauri away with it, then blocks a point blank assault, punches another in the face, he grabs one of their weapons and then punches the Chitauri, flinging it across the street.
Police Sergeant: I need men in those buildings. Lead the people down and away from the streets. We're going to set up a perimeter all the way down 39th Street.
Iron Man fires missiles at the leviathan, which turns to pursue him.
Stark: Well, I got his attention. What the hell was step two?
Barton and Romanoff are fighting off an endless wave of charging Chitauri. Captain America jumps in to join the fun. A moment later, Thor arrives, frying a Chitauri with his lightning as he lands. For the moment, all Chitauri around them have been dispatched, allowing them to formulate plans.
Thor: I have unfinished business with Loki.
Barton: Yeah? Well, get in line.
Banner arrives at the scene on a motorcycle . . . .
Banner: So... this all seems horrible.
Black Widow: I've seen worse.
Black Widow: No, we could use a little worse.
Rogers: Stark? We got him.
Rogers: Just like you said.
Stark: Then tell him to suit up... I'm bringing the party to you.
Iron Man leads the monstrous Leviathan into view, heading toward the rest of the Avengers.
Romanoff: I don't see how that's a party.
Banner turns and starts walking towards the direction of the oncoming Leviathan.
Rogers: Doctor Banner, now might be a good time for you to get angry.
Banner: That's my secret, Captain. I'm always angry.
Banner hulks out just as the Leviathan is right upon him. A huge green fist pile drives into the head of the Leviathan, stopping it in its tracks and flipping over, it's armor shattering off of it. Iron Man finishes off the large alien beast with a blast to its side.
It explodes and crumples to the ground, dead. Nearby Chitauri clinging on to building sides growl with anger at the site of their felled beast. The Hulk roars back as we see the heroes form a circle - the Avengers assembled. Loki, watching nearby . . .
Loki: Send the rest.
From the portal, emerges a large wave of Chitauri including more Leviathan.
Iron Man: Call it, Captain!
Captain America: Alright, listen up. Until we can close that portal, our priority's containment. Barton, I want you on that roof, eyes on everything. Call out patterns and strays. Stark, you got the perimeter. Anything gets more than three blocks out, you turn it back or you turn it to ash.
Hawkeye [to Iron Man]: Want to give me a lift?
Iron Man: Right. Better clench up, Legolas.
Iron Man takes Hawkeye up to the roof.
Captain America: Thor, you gotta try and bottleneck that portal. Slow 'em down. You got the lightning. Light the bastards up.
Thor swings his hammer and flies off and Captain America turns to Black Widow.
Captain America: You and me, we stay here on the ground, keep the fighting here. And Hulk?
The Hulk turns and glares at Cap.
Captain America: Smash!
Hulk grins, wasting no time, leaps up onto the building side smashing and throwing Chitauri like rag dolls. Thor reaches the top of the Chrysler Building and calls down the lightning. Fully charged, he unleashes the powerful energy in the direction of the portal. A blast that destroys numerous Chitauri including the Leviathan creatures. At the Helicarrier, Hill informs Fury the Council is requesting his attention.
High above on a rooftop near the Stark Tower, Hawkeye is taking out Chitauri as they fly by. There are so many Chitauri in the air, he is literally picking them off without even looking.
Hawkeye: Stark, you got a lot of strays sniffing your tail.
Stark: Just trying to keep them off the streets.
Hawkeye: Well, they can't bank worth a damn. So find a tight corner.
Stark: I will roger that.
Iron Man zips through tight corners and small tunnels, wiping out several Chitauri who were unable to make the pinpoint turns.
Stark: What else you got?
Hawkeye: Well, Thor's taking on a squadron down on Sixth.
Stark: And he didn't invite me.
In a skyscraper, civilians inside scramble back when they see a Leviathan charging straight for them. But right behind them, is the rampaging Hulk, who storms through, crashes through the window and leaps onto the Leviathan, catching it by the jaw. On the street, the Black Widow beats down a Chitauri and takes his weapon. She spins to shoot behind her, but it's Captain America.