- Back on the Helicarrier, Fury shows off his snazzy new Hulk cage—designed to drop out of the floor at 30,000 feet—which currently houses Loki.
- They've got Loki's magic staff, but the Tesseract is still out there.
- Loki's evil mojo, channeled through the staff, increases the tensions between the team, turning them into a bickering family.
- Captain America and Iron Man get the worst of it, with Iron Man glibly saying he's never had to make the ultimate sacrifice and Cap accusing him of being a giant jerk.
- Also, SHIELD is trying to build weapons with the Tesseract, something the gang is really not cool with.
- The Black Widow interrogates Thor, plays the player like nobody's business, and lets Fury know that Loki plans to unleash the Hulk.
- That comes to a head with an attack from Loki's zombots, led by Hawkeye (who knows all about the Helicarrier's weaknesses).
- Dr. Banner Hulks out, the Helicarrier drops, and while Cap and Iron Man stop the Helicarrier from collapsing, things look pretty grim.
- After beating Thor to pretty much a pulp, the Hulk gets attacked by a SHIELD plane and exits the Helicarrier in order to smash it good.
- Loki's sprung and Thor gets tricked into Loki's cage…which Loki sends falling just after stabbing Agent Coulson.
- Thor falls, but Coulson gets off a good punch to Loki, courtesy of a new SHIELD ray gun.
- Nevertheless, things look bad: Loki and his gang head for Stark Tower, planning to use the Tesseract and the power source there to open a gateway to the Chitauri army.
- Hawkeye gets left behind, and, once free of Loki's mind zap, is up for some payback.