1.

THE MARVEL LOGO. SMOLDERING, BEGINNING TO TURN ORANGE IN THE

HEAT AS WE TILT UP TO SEE FIRE. NOTHING BUT FIRE.

1 INT. TIGHT SPACE - INDETERMINATE TIME 1

Dark and cramped. The soft red light of fire seeps through
iron slats. Inside this cage is a man, bound by chains.
It's THOR. His beard is long and his clothes are worn. That
rough, grizzled look of a man who's spent years on the road.
He awakens with a JOLT. Looks around.
THOR
Now I know what you're thinking. Oh
no! Thor's in a cage. How did this
happen?
(then:)
Well, sometimes you have to get
captured just to get a straight
answer out of somebody. It's a long
story but basically I'm a bit of a
hero. See, I spent some time on
earth, fought some robots, saved the
planet a couple of times. Then I
went searching through the cosmos
for some magic, colorful Infinity
Stone things -- didn't find any.
That's when I came across a path of
death and destruction which led me
all the way here into this cage --
where I met you.
Reveal that he's talking to a weird alien skeleton in chains.
THOR
How much longer do you think we'll
be here?

NOISE. Sounds of metal gears TURNING.

Suddenly the bottom DROPS OUT! Thor PLUMMETS until - SHLINK!
Chains CINCH and abruptly halt hisdescent. Thor dangles six
feet off the ground. Pull back to reveal we are in --

2 INT. SURTUR'S LAIR - CONTINUOUS 2

A cavernous space. The walls, floors, and ceilings are molten
rock, which has creepy glimmers of fire within it.
 2.

Stationed in the center is a volcanic rock throne, and

sitting in that throne is a charred demonic skeleton.

SURTUR (O.S.)
Thor, Son of Odin.
Thor's chain turns to reveal SURTUR on his throne. Eighteen-
feet-tall, flesh made of fire, and demonic spiked horns on
his skull.
THOR
Surtur. Son of a bitch- - you're
still alive! I thought my father
killed you, like, half a million
years ago.
SURTUR
I cannot die. Not until I fulfill my
destiny and lay waste to your home.
THOR
You know, it's funny you should
mention that because I've been
having these terrible dreams of
late. Asgard up in flames, falling
to ruins, and you Surtur are at the
center of all of them.
SURTUR
Then you have seen Ragnarok, the
fall of Asgard. The great prophecy -
-
THOR (O.S.)
Hang on. Hang on.

Reveal that Thor's chain is turning VERY SLOWLY.

THOR
I'll be back around shortly. I
really feel like we were connecting
there.
After a beat, Thor rotates around to face Surtur.

THOR
Okay, so, Ragnarok. Tell me about
that. Walk me through it.

SURTUR
My time has come. When my crown is
reunited with the Eternal Flame, I
shall be restored to my full might.
 3.

I will tower over the mountains and

bury my sword deep in Asgard's --

THOR
Oh, hang on. Give it a second.

Once again, Thor is turning VERY SLOWLY.

THOR
I swear I'm not even moving, it's
just doing this on its own. I'm
really sorry.
(then:)
Okay, let me get this straight.
You're going to put your crown into
the Eternal Flame, and then you'll
suddenly grow as big as a house --
SURTUR
A mountain!
THOR
The Eternal Flame that Odin keeps
locked away on Asgard?
Surtur grins, evil.

SURTUR
Odin is not on Asgard. And your
absence has left the throne
defenseless.

That elicits a concerned look from Thor.

THOR
Okay, so where is it? This crown?
SURTUR
This is my Crown, the source of my
power.
Surtur points at the V-shaped horns on his head..

THOR
Oh, that's a crown? I thought it was
a big eyebrow.
SURTUR
It's a crown.
THOR
Anyway, it sounds like all I have to
do to stop Ragnarok is rip that
thing off your head.
 4.

Surtur stands up and approaches Thor, DRAGGING his sword.

SURTUR
But Ragnarok has already begun. You
cannot stop it. I am Asgard's doom,
and so are you. All will suffer, all
will burn.

Surtur steps forward and GRABS the chain above Thor's feet,
holding it so he and Thor are face to face.

THOR
That's intense. To be honest, seeing
you grow really big and set fire to
a planet would be quite the
spectacle. But it looks like I'm
going to have to go with option B
where I bust out of these chains,
knock that tiara off your head, and
stash it away in Asgard's vault.

SURTUR
You cannot stop Ragnarok. Why fight
it?

Behind his back, Thor opens his hand. Sending out the SOS.

THOR
Because that's what heroes do.

Nothing happens. Thor appears annoyed at himself.

THOR
Wait, sorry. I didn't time that
right.
(pause)
And, now!

BOOM! Thor's hammer Mjolnir CRASHES through the wall!

Thor BREAKS FREE from his chains, GRABS Mjolnir, spins, and
flies a distance away. He FLINGS Mjolnir back at Surtur,
smashing the giant in the face. Mjolnir returns.
SURTUR
You have made a grave mistake,
Odinson.

THE WALLS COME ALIVE! A seemingly infinite swarm of FIRE

DEMONS rally to Surtur's aid.

THOR
I make grave mistakes all the time.
Everything seems to work out.
 5.

In the shadows, a massive FIRE DRAGON ROARS.

The fire demons SURGE FORWARD. Thor backs up, HAMMERING AWAY.
He then leaps back, SPRINGBOARDS off the wall, and LANDS
HARD, SLAMMING Mjolnir down. The resulting shockwave KNOCKS
BACK THE LEGION OF FIRE DEMONS.

The Fire Dragon STRAINS against a chain leash.

Thor is now facing off with Surtur. Surtur thrusts his hands
at Thor, generating a humongous PROJECTILE WALL OF FIRE!

Thor SPINS Mjolnir so fast that it creates a kind of SHIELD.

The God of Thunder and the Fire Giant engage in ferocious
hand-to-hand combat. Each landing power shots, sending sparks
of both fire and electricity into the air.

Thor SLIPS behind Surtur and TAKES OUT his knees. Thor then
LAUNCHES HIGH into the air and summons a HUGE LIGHTNING BOLT.
Descending hard, he uses all his power to LOP SURTUR'S HEAD
OFF OF HIS BODY! Surtur's body DEFLATES and COLLAPSES into a
heap of charred bones.

Thor straps the crowned skull to his back. He turns to find

the army of Fire Demons regrouping as reinforcements flood
in, filling the space to capacity. Recognizing the threat,
Thor thrusts Mjolnir above his head.

THOR
Heimdall. I know it's been a while,
but I could use a fast exit!

Nothing. Thor just stands there as the Fire Demons advance.

THOR
Heimdall?

3 INT. THE OBSERVATORY - SAME 3

Heimdall is nowhere to be found. Instead, we meet SKURGE.

He's bald, strong, mean looking, a little eager to be liked.
At the moment, Skurge is entertaining two ASGARDIAN WOMEN.

SKURGE
Heimdall was an idiot. This job
should have made him rich. Now, the
job ain't easy, but it does have its
benefits. The Bi-Frost gives me
access to everything the Nine Realms
have to offer. I mean it's all mine
for the taking.
(beat)
 6.

Behold- - my stuff.
Skurge has drawn their attention to a pile of weapons and
treasures he has stashed off to the side.
He hefts up two M-16 assault rifles, trying to play it cool.

SKURGE
I'm particularly fond of these. I
pulled `em out of a place on Midgard
called Texas. I even named them. Des
and Troy. You see, when you put them
together -- they destroy.

4 INT. SURTUR'S LAIR - CONTINUOUS 4

Having expected to have been Bi-Frosted out of there, Thor is

OVERRUN BY THE GIANT WAVE OF FIRE DEMONS!

The Fire Dragon BREAKS FREE of its chain.

Realizing he's in trouble, Thor TAKES OFF, rocketing up to-

5 EXT. MUSPELHEIM - CONTINUOUS 5

Thor CRASHES out of the ground and LANDS on a craggy surface.

Disoriented and singed from the fire demon onslaught.

Thor's cloak is on fire, and he frantically PATS OUT the

flames. He picks up Mjolnir, holds it up once more. Nothing.

THOR
Heimdall, come on.

THE GROUND SHAKES! Like an earthquake. Thor backs up as the

ground begins to give way all around him. And then THE
FEARSOME FIRE DRAGON BURSTS OUT OF THE GROUND! The dragon
opens its tremendous jaws for an ear-splitting roar but Thor
STUFFS Mjolnir into its mouth and lets go.

THUD! The hammer DROPS, pinning the beast down by its bottom
jaw. It THRASHES and GROWLS, trying to break free.

THOR
Stay.
(looks up to the sky:)
I'm running short on --

Thor notices that all around him the ground is CRUMBLING like
a field of sinkholes giving way to more snarling Fire Demons!

THOR
 7.

-- options.

Thor calls for Mjolnir and TAKES OFF. The dragon SCREECHES!

6 INT. THE OBSERVATORY - SAME 6

Skurge continues showing off for the ladies.

THOR (O.S.)
Heimdall?

Behind Skurge the Bi-Frost starts MOVING. One of the women

notices the Bi-Frost glowing.

ASGARDIAN WOMAN
Skurge, is that important?

Skurge turns and notices the Bi-Frost activity.

SKURGE
You girls are in for a treat.
Angle on Heimdall's sword, which has been sloppily cast aside
in another pile of "stuff." Skurge hastily runs and grabs it.

7 EXT. MUSPELHEIM - CONTINUOUS 7

Thor is FLYING at top speed, but that dragon is right on his
heels! The fire demons LAUNCH flaming projectiles from below!

Thor looks back, genuinely nervous. The dragon is OPENING its

jaws to swallow Thor whole when --
--Suddenly Bi-Frost OPENS! The portal surrounds Thor and
engulfs the dragon's head! In an instant, they're gone.

MAIN TITLE

8 INT. THE OBSERVATORY - MOMENTS LATER 8

Skurge has plunged Heimdall's sword into Bi-Frost.

BOOM! Thor EXPLODES out of the portal along with the severed
head of the dragon! SPLAT! Blood and guts RAIN DOWN on Skurge
and the two women, DRENCHING them with purple gore.

The dragon's head SLIDES slowly across the floor, coming to

rest right in front of the women who are frozen in shock.
The women SHRIEK and rush out of the Observatory. Thor
meanwhile is clean and staggering back to his feet. He looks
 8.

up to Skurge, who is wiping dragon guts off of himself.

SKURGE
Girls!
(beat)
Well well, look who decided to pop
in. Thanks for scaring away my
company and drenching my workplace
in brains.

THOR
Who are you?
SKURGE
Don't you remember? I'm Skurge.
(Thor doesn't)
We fought together on Vanaheim.
THOR
Right. Where's Heimdall?

SKURGE
That traitor. No one knows, he's a
fugitive of the throne.
THOR
Traitor?
SKURGE
Yeah, you see, Odin charged Heimdall
with negligence of duty, but he
disappeared before the trial. Hard
to catch a guy who can see
everything in the Universe.
Thor starts to say something, but then gives up. Instead he
starts towards the exit but Skurge stands in his way.
THOR
Sure.

SKURGE
Hold on. I'm supposed to announce
your arrival.
Thor SPINS UP Mjolnir and takes off in a blur. Skurge starts
the loooong run down the Rainbow Bridge.

9 EXT. THEATER ENTRANCE - DAY 9

THOR arrives with Surtur's skull.
 9.

There's a small crowd making its way through a threshold over

which stands a monumental statue of Loki, arms out-stretched
in the `savior' pose.

Confused, Thor turns to a theater patron.

THOR
What the hell is that?

10 EXT. ASGARD - ROYAL TERRACE - PATIO - MOMENTS LATER 10

LOKI falls into frame, GASPING FOR BREATH although it's not
Loki. This is ACTOR LOKI and we're watching a STAGE PLAY.

In the background, a single musician plays the haunting score

from THOR: THE DARK WORLD on a pan flute.
Suddenly, ACTOR THOR leans into shot, holding Actor Loki.

ACTOR LOKI
Oh, brother. This is it. I take my
leave.

ACTOR THOR
You fool, you didn't listen!
ACTOR LOKI
I'm sorry.

ACTOR THOR
Lady Sif! Get help!
"Sif" awkwardly runs off. The "Warriors Three" watch sadly. A
small choir JOINS IN as the music builds to a CRESCENDO.

ACTOR SIF
Somebody help!
In the middle of the audience we reveal ODIN, sitting upon a
chaise lounge, sipping wine and thoroughly enjoying the show.
Unseen, Thor arrives behind the audience and watches.
ACTOR LOKI
Sorry for all I've done.

ACTOR THOR
It's all right. Hold on.
ACTOR LOKI
I'm sorry I tried to rule Earth.

ACTOR THOR
They'd be lucky to have you.
 10.

ACTOR LOKI
I'm sorry about that thing with the
Tesseract. I just couldn't help
myself.
ACTOR THOR
I know.

ACTOR LOKI
I'm a trickster.
ACTOR THOR
So mischievous.

ACTOR LOKI
Sorry about that time I turned you
into a frog.

ACTOR THOR
It was a wonderful joke.
ODIN
(to no-one in particular)
Twas indeed hilarious.
ACTOR THOR
You are the savior of Asgard.

ACTOR LOKI
Tell my story.
ACTOR THOR
I will.

ACTOR LOKI
Build a statue for me.
ACTOR THOR
We will build a big statue for you.

ACTOR LOKI
With my helmet on, with the big
bendy horns.

ACTOR THOR
I will tell Father what you did here
today.
Odin mouths Actor Loki's final line along with him.

ACTOR LOKI
I didn't do it for him.
Actor Loki then "dies".
 11.

ACTOR THOR
Noooooo!!!
The brothers freeze in a TABLEAU as ACTOR ODIN steps forward.
ACTOR ODIN
And so Loki died of his wounds,
giving his life for ours. He fought
back those disgusting dark elves. He
brought peace to the realm.

He takes a 4-YEAR-OLD BOY, PAINTED BLUE, into his arms.

ACTOR ODIN
Loki, my boy -- `Twas many moons ago
I found you on a frost-bitten
battlefield.

Thor watches, incredulous. He then notices that a woman next

to him is openly SOBBING at the play.
ACTOR ODIN
On that day, I did not yet see in
you Asgard's savior. No. You were
merely a little blue baby icicle --
that melted this old fool's heart.

The crowd erupts in rapturous applause. The players bow. Odin

stands up, leading the crowd in this STANDING OVATION.
ODIN
Bravo! Bravo! Well done. Bravo.

THOR
Father.
Odin sees Thor taking a knee. Curses under his breath:

ODIN
Oh, shit.
(then, announcing)
My son! Thor has returned! Greetings
my boy.

Odin goes through a weird internal transformation. His

fluidity is replaced by a rigid and regal posture. He bats
away his maiden and turns to Thor, who stands up.

THOR
It's an interesting play. What's it
called?
ODIN
 12.

The Tragedy of Loki of Asgard. The

people wanted to commemorate him.
THOR
Indeed they should.
(provoking)
I like that statue. A lot better
looking than he was when he was
alive, though. A little less
weasely. Less greasy maybe.

Odin sours, masking his agitation. Thor holds up the skull.

THOR
You know what this is?

ODIN (ADR)
The skull of Surtur? That's a
formidable weapon.
Thor approaches an E-Guard and hands it over.

THOR
Do me a favor. Lock this in a vault
so it doesn't turn into a giant
monster and destroy the whole
planet.
ODIN
So it's back to Midgard for you, is
it?

Thor starts YO-YOing Mjolnir, turns back to Odin.

THOR
Nope. I've been having this
reocurring dream lately.

THOR
Every night I see Asgard fall into
ruins --

ODIN
That's just a silly dream -- Signs
of an overactive imagination.
THOR
Possibly -- but then I decide to go
out there and investigate. And what
do I find, but the Nine Realms
completely in chaos. Enemies of
Asgard assembling, plotting our
demise, all while you, Odin, the
protector of those Nine Realms, are
 13.

sitting here in your bathrobe,

eating grapes.
ODIN
Well, it is best to respect our
neighbors' freedom.
THOR
Of course, the freedom to be
massacred.
ODIN
Yes, besides, I have been rather
busy myself.

THOR
Watching theatre.
ODIN
Board meetings, and security council
meetings --
THOR
You really going to make me do it?

ODIN
Do what?
Thor SPINS Mjolnir and then HURLS it off into the distance,
GRABS Odin by the back of the neck.

Odin's royal attendants GASP in shock. The Einherjar

bodyguards rush Thor, but he KICKS them away.
THOR
You know that nothing will stop
Mjolnir as it returns to my hand.

Mjolnir stops mid-air and starts ROCKETING BACK.

THOR
Not even your face.
ODIN
You've gone quite mad. You'll be
executed for this!
Mjolnir approaches at a terrifying speed as Odin struggles.

THOR
Then I'll see you on the other side
-- brother.
The jig is up. A shimmering illusion dissipates, revealing:
 14.

LOKI
Alright, I yield!
Thor DROPS Loki to the ground and catches Mjolnir. Loki looks
to Thor, hands up defensively. Skurge arrives on the scene, a
little late to warn Loki.
SKURGE
Behold! Thor -- Odinson.
LOKI
You had one job! Just the one.
THOR
Where's Odin?

LOKI
You just couldn't stay away, could
you? Everything was fine without
you. Asgard was prospering
(gestures to the crowd)
You've ruined everything. Ask them.
Those who aren't freaked out are becoming gradually angrier.
Thor advances on Loki, who backs up onto the chaise lounge.

THOR
Where's father? Did you kill him?
LOKI
You had what you wanted, you had the
independence you asked for!
Thor PRESSES Mjolnir onto Loki's chest.
LOKI
Ow-ow-ow! Alright! I know exactly
where he is.

11 EXT. SHADY ACRES NURSING HOME - MANHATTAN - DAY 11

A NURSING HOME sign on a brick wall. Suddenly the wall
crumbles out of shot, revealing a demolition site.
Reveal Thor and Loki wearing street clothes. Thor carries an
umbrella, Loki is dressed in a weird avant-garde suit.
LOKI
I swear, I left him right here.
THOR
 15.

Right here on the sidewalk? Or right

there, where the building that's
being demolished? Great planning.

LOKI
How was I supposed to know? Can't
see into the future. I'm not a
witch.
THOR
Then why do you dress like one?
LOKI
Hey.

THOR
I can't believe you're alive. I saw
you die. I mourned you, I cried for
you.
LOKI
I'm honored.
COLLEGE GIRL 2
Ask him.

COLLEGE GIRL 1
Hi. Would you mind taking a picture
with us?
THOR
Sure.
(to Loki:)
Start figuring out where he is.
COLLEGE GIRL 1
Oh, my god.
COLLEGE GIRL 2
Sorry to hear that Jane dumped you.
THOR
She didn't dump me, you know. I
dumped her. It was a mutual dumping.
Thor notices something going on around Loki.

THOR
What's this, what are you doing!?
Loki looks down to see that the sidewalk has started to GLOW
BENEATH HIM! A circle of ancient symbols.
LOKI
 16.

This -- isn't me.

WHOOMPF! Loki DROPS out of sight, vanishing through solid
concrete! Thor sees a CARD on the sidewalk where Loki was.
Thor pokes the business card.
THOR
Loki?
He picks up the card. It reads:
177A Bleecker Street

Thor picks up the card and -- WHOOSH!

12 EXT. SANCTUM SANTORUM - DAY 12

Thor approaches 177A Bleecker Street.
He knocks ONCE, TWICE, and then WHOOSH!

13 INT. SANCTUM SANCTORUM UPSTAIRS PARLOR - CONTINUOUS 13

Thor is suddenly inside Doctor Strange's lair!
STRANGE (O.S.)
Thor Odinson.
From a dark corner we glimpse a shape - DOCTOR STRANGE.
Levitating, he drifts towards Thor.

STRANGE
God of Thunder.
Thor holds up the ratty umbrella, ready to defend himself.
STRANGE
You can put down the umbrella.
Thor gives Strange a sideways look but then sets his umbrella
down. When he looks back up, the environment is furnished.

THOR
So earth has wizards now?
STRANGE
The preferred term is "Master of the
Mystic Arts."
THOR
 17.

Alright wizard, who are you? Why

should I care?
STRANGE
My name is Doctor Stephen Strange
and I have some questions for you.
Take a seat.
Thor and Strange are now sitting in high-backed chairs.
STRANGE
Tea?

Thor now has a cup of tea in his hand.

THOR
I don't drink tea.
STRANGE
What do you drink?
THOR
Not tea.

Thor now has a stein of beer in his hand. He drinks it

throughout the scene, but it always stays full.
STRANGE
So I keep a watch list of
individuals and beings from other
realms that may be a threat to this
world. Your adopted brother Loki is
one of these beings.

THOR
He's a worthy inclusion.
STRANGE
Then why bring him here?
THOR
We're looking for my father.
STRANGE
So. If you were to tell you where
Odin was, all parties concerned
would promptly return to Asgard?
THOR
Promptly.
DR. STRANGE
Great. Then I'll help you.
 18.

THOR
If you knew where he was, why didn't
you call me?
DR. STRANGE
I have to tell you, he was adamant
that he not be disturbed. Your
father said he had chosen to remain
in exile.
(beat)
And you don't have a phone.

THOR
No, I don't have a phone, but you
could have sent an electronic
letter. It's called an email.
STRANGE
Yeah, do you have a computer?
THOR
No. What for?
(beat)
Anyway, my father is no longer in
exile. So if you could tell me where
he is, I can take him home.
DR. STRANGE
Gladly. He's in Norway.
Strange stands up and suddenly they are standing by a book-
case. Strange takes down an ancient book, flips through it.

STRANGE
I'm just seeing whether this
incantation requires any Asgardian
modifications.
Thor reaches out to the bookcase to steady himself.
STRANGE
Nope.

Suddenly they are both across the room at Strange's work

station. Because Thor was touching the bookcase, he has
magically brought it across the room as well.
STRANGE
Oh, we don't need that.
Suddenly Thor is back across the room. Books fall off the
shelf and Thor's beer spills.

He is queasy and unsteady from the teleporting.

 19.

THOR
Will you stop doing that?
STRANGE
I need just one strand of your hair.
THOR
Let me explain something, my hair is
not to be meddled wi--!

Strange is behind Thor, he plucks a strand of hair.

Strange extends the hair, infuses it with magic, does a few
gestures that create a BRIGHT LIGHT and suddenly --

14 INT. SANCTUM SANCTORUM - FRONT STAIRCASE - CONTINUOUS 14

Bottom of the stairs. Strange is standing. Thor is rolling
down the stairs. A magic portal leading into a peaceful
meadow has opened beside Strange.
THOR
We could have just walked.
DR. STRANGE
(re: the portal)
He's waiting for you.
THOR
All right.

STRANGE
Don't forget your umbrella.
THOR
Yes.
Thor extends his arm and holds out his hand. Crashing noises
are heard. Lots of crashing noises.

THOR
Sorry
Finally the umbrella flies into his hand.
THOR
I suppose I'll need my brother back.
DR. STRANGE
Yeah, right.

Suddenly we hear SCREAMING.

 20.

From above, LOKI drops out of a portal. He LANDS HARD on the

floor and then STAGGERS to his feet. On edge, confused.
LOKI
-- I have been falling -- for thirty
minutes!
DR. STRANGE
(to Thor:)
You can handle him from here.
THOR
Yeah of course.
(they shake hands)
Thank you very much for your help.
STRANGE
Good luck.

LOKI
Handle me? Who are you?
THOR
Loki.
Loki DRAWS a dagger, ready to attack Strange.
LOKI
-- you think you're some kind of
sorcerer? Don't think for one
minute, you second-rate --
DR. STRANGE
Bye-bye.
Strange GESTURES with both hands and --
--WHOOSH! PULLS the magic portal over them.
Just like that, Thor and Loki are gone.

15 EXT. CLIFFS - DAY 15

Beautiful, undisturbed nature. We hear the ocean nearby.
LOKI lands on the ground, portal closes behind them.
THOR
Father?

A lone figure stands at the other side of the meadow at the

cliff's edge, waves CRASHING below.
 21.

It is ODIN. He's dressed plainly in humble human clothes. The

boys approach him quickly.
ODIN
Look at this place. It's beautiful.
THOR
Father, it's us.
ODIN
My sons. I've been waiting for you.
Loki is surprised to hear Odin call him his son.
THOR
I know. We've come to take you home.
ODIN
Home, yes. Your mother, she calls
me. Do you hear it?
Thor fires a look at Loki, who holds up his hands in defense.
THOR
Loki, lift your magic.
Odin turns to Loki, who stiffens. But Odin smiles.

ODIN
Took me quite a while to break free
from your spell. Frigga would have
been proud.
Loki is moved by this gesture. He looks over to see Thor
staring at him, anger building.
Odin puts a hand on Thor's shoulder, calming him.
ODIN
Come and sit with me. I don't have
much time.
Odin sits, out of breath, weak. His sons sit beside him.
THOR
I know that we failed you, but we
can make this right.
ODIN
I failed you.
(beat)
It is upon us -- Ragnarok.
THOR
 22.

No, I've stopped Ragnarok. I put an

end to Surtur.
ODIN
No. It has already begun. She's
coming. My life was all that held
her back, but my time has come. I
cannot keep her away any longer.
THOR
Father, who are you talking about?
ODIN
The Goddess of Death. Hela. My first
born.
(faces Thor)
Your sister.
That hits Thor hard. Loki can't believe what he's hearing.
THOR
-- what?
ODIN
Her violent appetites grew beyond my
control. I couldn't stop her, so I
imprisoned her. Locked her away. She
draws her strength from Asgard --
and once she gets there, her powers
will be limitless.
THOR
Whatever she is, we can stop her. We
can face her together.
ODIN
(takes Thor's hand)
No we won't. I'm on a different path
now. This you must face alone.
Odin looks into Thor's eyes, struggling to breathe.
ODIN
I love you my sons.
For the briefest of instances, father and sons share a quiet
moment together. Tears well in Thor's eyes.

ODIN
Look at that.
Ethereal sun-rays stream down upon the ocean.
ODIN
 23.

Remember this place. Home.

A warm glow washes over Thor's face and he turns to see that
ODIN IS DISSIPATING INTO STARDUST. THE ALLFATHER HAS DIED.

A moment as the brothers separately mourn for Odin.

The sky above DARKENS and THE WIND PICKS UP.
Thor stands and turns toward Loki, his eyes burning with
rage. Loki takes a step back.
LOKI
Brother.

Thor faces Loki. Electricity CRACKLES at Thor's hands.

THOR
This was your doing.
CRACK! Behind them a black portal SPLITS OPEN!
Thor SLAMS DOWN his umbrella, transforming into his Asgardian
armor (with Mjolnir). Loki changes into his armor as well.
A piercing scream cuts the air as a figure is hurtled out of
the portal, crashing out of this dimensional rift is HELA.
Hela takes a second to consider her surroundings. Then:
HELA
So he's gone?
(beat)
That's a shame. I would've liked to
have seen that.

A tense moment as they stare each other down.

THOR
You must be Hela. I'm Thor, son of
Odin.
HELA
Really, you don't look like him.
LOKI
Perhaps we can reach an arrangement.

HELA
You sound like him.
Loki shifts nervously. Thor's grip tightens on Mjolnir.
HELA
 24.

Kneel.
LOKI
Beg your pardon?
Hela MANIFESTS a pitch black blade.
HELA
Kneel -- before your Queen.
THOR
I don't think so.
Thor winds up and HURLS Mjolnir at Hela.

THUD the mighty hammer comes to a cold stop, against Hela's

hand.
Thor is shocked. He stretches out his hands, trying to call
Mjolnir back to him.
The hammer trembles in Hela's hand, like a mini game of tug-
o-war. But ultimately Hela keeps possession.
THOR
It's not possible.
HELA
Darling, you have no idea what's
possible.
HELA SHATTERS THOR'S HAMMEr
The blast of Mjolnir's destruction sends a wave of energy
through Thor and Loki who brace themselves against the
impact.
Thor is stupefied. In shock. He looks up to see Hela is
running her hands back over her head to create the terrifying
battle headdress.
Loki's reaction is more panic. He stands and calls up:
LOKI
Bring us back!

THOR
No!!
Hela CHARGES Thor and Loki as --
-- WHOOSH! The Bi-Frost envelopes all of them.
 25.

16 INT. BI-FROST - CONTINUOUS 16

Thor and Loki ZOOM UPWARDS, held inside this celestial beam
warping them towards Asgard. Loki and Thor look down to se.
Hela is in the Bi-Frost, behind them and CATCHING UP.
Loki turns and throws TWO DAGGERS at her. They find their
mark, stalling her for a second. But she PLOWS RIGHT THROUGH
Loki, KNOCKING HIM OUT OF THE BI-FROST. Gone in an instant.
THOR
Loki!

Hela projects a jet black grappling hook and GRABS HOLD of

Thor. Drawing him to her, preparing to finish him off. Thor
pulls up his legs, and KICKS Hela with both feet. This
effectively dislodges him from her grasp but also KNOCKS THOR
OUT OF THE BI-FROST! Now both he and Loki are gone. If they
aren't dead, then God knows where they went.

17 INT. THE OBSERVATORY - CONTINUOUS 17

VOLSTAGG has a grip on Heimdall's sword, manning Bi-Frost's

controls. Behind him FANDRAL is overseeing Skurge, who is
mopping up the dragon guts.
BOOM! Hela emerges with thunderous impact. Fandral and
Volstagg draw their weapons, preparing to engage.
VOLSTAGG
Who are you!? What have you done
with Thor?

Hela fires TWO BLACK DAGGERS, each one dropping its target to
the ground. Hela then walks forward and-
HELA
I'm Hela.
-BRUTALLY KILLS FANDRAL AND VOLSTAGG!
Hela sees Skurge. Approaches calmly, a vision of death.

With Hela only a few feet from him, Skurge cowers. Pause.
SKURGE
I'm just a janitor.
Skurge ever-so-slightly peers up at her.
HELA
You look like a smart boy with good
survival instincts. How would you
 26.

like a job?

Hela looks out upon Asgard as Skurge rises behind her.

18 EXT. ASGARD - THE MOUNTAINS - SAME 18

A mysterious HOODED FIGURE watches Hela's arrival at the
Observatory and begins a steady descent towards the city.

19 EXT. SAKAAR - THE WASTELAND SHORE - DAY 19

SUPER WIDE: A sky full of WORMHOLES. Thor, only a spec at

this distance, SHOOTS out of one of these wormholes. He HITS
the surface, causing a CLOUD of dust.

Find Thor on his back surrounded by strange colorful space

wreckage. Looking up, Thor sees a large metal object falling
from a different wormhole! He rolls out of the way. THUD!
Thor runs up a dune to get away from the shower of debris.
Thor reaches the top of the dune and finds himself looking
down on A BEACH in a strange WASTELAND. Camera scans a filthy
dune littered with SPACE JUNK.
Out across the OCEAN he notices A NIGHTMARE WORMHOLE, a giant
open cylinder of whirling smoke and lightning storms.
A loud noise draws Thor's attention to a HUGE RECTANGULAR
"SCRAPPER" SHIP hauling a crashed SPACE VESSEL out of the
water. Beneath the ship are various SCRAPPERS, masked
humanoids. The ship is BLASTING WEIRD ALIEN MUSIC.
A Scrapper notices Thor, then signals to his crew.
LEAD SCRAPPER
Are you a fighter or are you food?
THOR
I'm just passing through.
LEAD SCRAPPER
It is food. On your knees.
Thor reaches out to summon Mjolnir. A reflex. Nothing.
The LEAD SCRAPPER levels a MAGNO-RIFLE at Thor and WHAP! A
solid metal projectile KNOCKS Thor flat on his back. More
Scrappers attack, throwing nets and firing more projectiles.
Thor tries to swat them away but they keep coming. The rest
of the scrappers move in with iron bats and clubs.
 27.

WHOOSH! A second ship arrives, landing nearby. It's cool,

sleek, and dangerous, deserving of its name: WARSONG. It is
also BLASTING DIFFERENT WEIRD ALIEN MUSIC.
The FRONT of Warsong FLIPS OPEN and a GANGPLANK extends down
to the ground. The scrappers stop and stare as we TRACK IN to
a HERO REVEAL of SCRAPPER #142 (S142 for short) a beautiful
and ruthless asskicker.
S142 lifts a half-empty bottle to her lips and CHUGS it. She
finishes the bottle and smashes it on the side of her ship.
SCRAPPER #142
He's MINE.
She walks down the gangplank before veering off course and
FALLING straight off into a pile of TRASH. She's PLASTERED.
The Scrappers shrug and start hauling Thor away.
SCRAPPER #142
Wait!
S142 staggers to her feet, takes a deep breath. She holds on
to a piece of junk as support, some dead beast. Thor
continues to struggle with his captors, tangled in nets.

SCRAPPER #142
Wait! He's mine. So if you want him,
you go through me.
The Scrappers start brandishing their weapons.
SCRAPPER
But we've already got him.
S142 CLANGS her metal gauntlets together which activate.
SCRAPPER #142
Alright then I guess I go through
you.
LEAD SCRAPPER
More food.
She holds out her fists as if she's operating machinery
warsong WHIRS to life. S142 clenches her fists and we hear a
horrible SCREECHING NOISE as Warsong OPENS FIRE.
She sweeps her arms out in an arc, the spray of gunfire
lasting THREE SECONDS. She bangs her fists again, sending the
ship into IDLE MODE. The Scrappers are now little more than
tiny pieces of litter covering the beach.
 28.

Thor is fixated on this beautiful murderer approaching. One

final HUGE Scrapper comes at her with a bat. S142 casually
GRABS this Scrapper and HURLS him up into the air behind her.
THOR
Thank you.
From her belt S142 FLICKS a small glowing disc which LODGES
into Thor's NECK. Far in the background, the Scrapper she
threw finally HITS the ground with a loud THUD.
She holds up a fob device and presses the button - the disc
blinks and Thor is filled with the pain of a thousand
screaming squirrels. He hits the ground, stunned.

S142 DRAGS Thor towards her ship.

20 INT. WARSONG SHIP - DAY 20

Thor's face SMUSHED up against glass. His eyes are open.
Thor's POV. THE CAPITAL, an eclectic city composed of
salvaged items from all over the universe.
Thor is lying in a sort of small GLASS HOLDING CELL beneath
Warsong's COCKPIT. He looks up to see S142 piloting the ship.
Thor's eyes lock in on her belt, specifically the fob device
she used to activate the Obedience Disk/debilitate him.
SCRAPPER #142
This is Scrapper 142. I need
clearance and an audience with the
boss. I've got something special.

THOR
Hey! Where are you taking me?
S142 ignores him, takes a swig from the bottle, and then
nonchalantly UNCLIPS the fob from her belt.
THOR
Answer me! Hey! I am Thor, son of
Odin. I need to get back to Asgard.
SCRAPPER #142
Many apologies, your majesty.
S142 ZAPS him and guides her ship towards a COLOSSAL TOWER.

21 EXT. OUTSKIRTS OF ASGARD - DAY 21

 29.

CLOSE ON: Hela, headdress retracted, hair down, her beautiful

face fully visible. We do not see who she is talking to.

HELA
It's come to my attention that you
don't know who I am.
REVEAL THE ARMIES OF ASGARD FACING DOWN HELA.
Standing in front is HOGUN, sword and shield out.
HELA
I am Hela, Odin's first born,
Commander of the legions of Asgard,
the rightful heir to the throne, and
the Goddess of Death.
(pause for effect)
My father is dead. As are the
princes. You're welcome.
(then:)
We were once the seat of absolute
power in the Cosmos. Our supremacy
was unchallenged, yet Odin stopped
at Nine Realms. Our destiny is to
rule over all others. And I am here
to restore that power. Kneel before
me -- and rise into the ranks of my
great conquest.
THE E-GUARDS GET INTO ATTACK FORMATION.
HOGUN
Whoever you are -- whatever you've
done, surrender now! Or we will show
you know mercy.
HELA
Whoever I am? Did you listen to a
word I said?
HOGUN
This is your last warning!
HELA
I thought you'd be happy to see me.

Hela forms her headdress.

HELA
Fine.
The Asgardian archers LOOSE DOZENS OF ARROWS, but Hela
advances confidently, DESTROYS the SHIPS and SOARS INTO THE
EINHERJAR! In a symphony of spectacular terror, Hela proceeds
 30.

to DECIMATE the entire regiment. A tornado of carnage, a

legendary massacre.

22 EXT. BELOW THE RAINBOW BRIDGE - SAME 22

While Hela slaughters up above, we tilt up from a boat,
moored at the base of the Observatory, to see the mysterious
figure from earlier is now SCALING the rocks towards the top.

23 INT. THE OBSERVATORY - CONTINUOUS 23

Now silhouetted in the entrance way, the figure scans the

Observatory. His gaze falls on Bi-Frost's controls.
Specifically Heimdall's sword.

24 EXT. OUTSKIRTS OF ASGARD - CONTINUOUS 24

It's eerily quiet. CLOSE on Hela scanning the battlefield.
100+ slain Einherjar at her feet.
ANGLE on Skurge as he steps forward, awe, admiration, fear.
HELA
Oh, I've missed this. Still, it's a
shame. Good soldiers dying for
nothing -- all because they couldn't
see the future. Sad.
(then she sees:)
Oh! Look, still alive.

Reveal Hogun, severely injured but staggering to his feet,

resilient.
HELA
Change of heart?
Hogun draws a dagger as a last ditch attack.
HOGUN
Go back to whatever cave you crept
out of you evil demoness!
Hela IMPALES Hogun on a spike. She turns to Skurge.
HELA
Let's go see my palace.
Skurge stares at Hogun before following Hela towards the
palace.
 31.

25 INT. DARK TUNNEL - DAY 25

THOR, strapped to the chair, suddenly finds himself slowly
moving forward. After a beat the walls LIGHT UP and a
SOOTHING VOICE speaks to him.
SOOTHING VOICE (V.O.)
Fear not, for you are found. You are
home, and there is no going back. No
one leaves this place.
Thor STRUGGLES against his restraints.
SOOTHING VOICE (V.O.)
But what is this place? The answer
in Sakaar.
THE TUNNEL WALLS SHOW IMAGES OF SAKAAR'S PLACE IN THE COSMOS.
SOOTHING VOICE (V.O.)
Surrounded by cosmic gateways,
Sakaar lives on the edge of the
known and unknown.
IMAGES OF THE WORMHOLES THAT COVER SAKAAR'S ATMOSPHERE.
SOOTHING VOICE (V.O.)
It is the collection point for all
lost and unloved things. Like you.
But here on Sakaar, you are
significant. You are valuable. Here,
you are loved.
THOR
What -- the hell?
SOOTHING VOICE (V.O.)
And no one loves you more than the
Grandmaster.
Images of the Grandmaster, in silhouette, arriving on Sakaar.

SOOTHING VOICE (V.O.)

He is the original. The first lost,
and the first found. The creator of
Sakaar and the father of the Contest
of Champions.
Images of the arena where aliens battle to the death.
SOOTHING VOICE (V.O.)
Where once you were nothing, now you
are something. You are the property
of the Grandmaster.
 32.

(then:)
Congratulations! You will meet the
Grandmaster in five seconds.
Images around the tunnel begin speeding up. Chaos, violence,
and confusion mixed in with Grandmaster's face.
Thor, already bewildered, looks on the verge of panic.
SOOTHING VOICE (V.O.)
Prepare yourself. Prepare yourself.
You are now meeting the Grandmaster.
Thor SCREAMS!

26 INT. GRANDMASTER'S CHAMBERS - CONTINUOUS 26

Suddenly Thor is somewhere else, surrounded weirdos and
insanely dressed palace guards.
His scream dies down self-consciously.
A musical beat PLAYS in the background.
THE GRANDMASTER, a tall mysterious man in golden robes. He is
looking right at us. He doesn't know what to make of us. He's
curious, thrilled, revolted, and titillated.
Pulling back we see TOPAZ, his trusty guard, at his side. Two
GOLDEN LADIES loiter off to the side. Other strange guests
can be seen in the background. Grandmaster just stares.
S142 stands beside Grandmaster. Finally:
GRANDMASTER
He's wonderful.
(then:)
It is a he?
Reveal S142 standing beside Thor.
SCRAPPER #142
It's a he.
GRANDMASTER
Yeah. I love when you come to visit
142, you bring me the best stuff.
(to Topaz:)
Whenever we get to talking, Topaz,
about Scrapper 142 -- what do I
always say? "She is the--" and it
starts with a B.
 33.

TOPAZ
Trash.
GRANDMASTER
No, not trash. Were you waiting just
to call her that? It doesn't start
with a "B."
TOPAZ
Booze hag.
GRANDMASTER
I'm so sorry. No, "best." I was
thinking about "best."
(to S142:)
Because I always say you're the
best. She brought me my precious
beloved Champion, you know.

TOPAZ
You say that every time she's here.
GRANDMASTER
What have you brought today? Tell
me.
SCRAPPER #142
A contender.
THOR
A what?
GRANDMASTER
I need to go closer. I want a closer
look at this. Can you take us
closer? Thank you.
Grandmaster advances on Thor. Examining him closely and
strangely. Then:

GRANDMASTER
Pay this lady.
THOR
Just wait a damn minute. I'm not for
sale.
Using all his might, Thor breaks out of his shackles, but
S142 ZAPS him again. Paralyzed by superheated veins.
GRANDMASTER
Man. He is a fighter.
SCRAPPER #142
 34.

I'd take 10 million.

TOPAZ
Tell her she's dreaming.
GRANDMASTER
For heaven's sake, transfer the
units.
Topaz transfers S142 the units. Without sympathy or ceremony,
S142 exits.
THOR
You'll pay for this!
SCRAPPER #142
No, I got paid for this.
Thor claws at the obedience disk, trying to RIP IT OUT.
He gets some separation from his skin, but the disk is
causing him even more pain. Thor eventually has to let go.
Grandmaster holds up HIS OWN fob device and uses it like a
wand to guide Thor's HOVER CHAIR, which follows Grandmaster
around as he speaks.
GRANDMASTER
Here's what I wanna know. Who are
you?
THOR
I am the God of THUNDER!!!
Thor THRUSTS his arms into the air but only a tiny bit of
static electricity POPS within Thor's hands.
GRANDMASTER
Wow. I didn't hear any thunder, but
out of your fingers, was that like -
- sparkles?
TOPAZ
We located your cousin.
GRANDMASTER
Oh good!
(to Thor:)
Yeah, come on. I think you're gonna
like this.

Grandmaster moves Thor's chair to another section where

COUSIN CARLO is waiting. He's strapped to a chair like Thor,
and he is terrified.
 35.

GRANDMASTER
There he is. Hey, cuz. We almost
couldn't find you. What, have you
been hiding?
Cousin Carlo looks at Thor, cowering in fear.
THOR
Hi.
Carlo only further weeps.
GRANDMASTER
So --
COUSIN CARLO
Please. I'm sorry.
GRANDMASTER
Carlo -- I pardon you.
COUSIN CARLO
Thank you. Thank you.
GRANDMASTER
You're officially pardoned...from
life.
Grandmaster casually takes Topaz's Sakaarian Guard staff and
JABS it into his cousin's mid-section CAUSING ALL OF HIS
FLESH TO MELT OFF HIS SKELETON!
Carlo SHRIEKS IN PAIN before his vocal cords melt. Thor looks
on, in shock.
THOR
Oh, my god!

Liquid Carlo spreads towards Grandmaster.

GRANDMASTER
I'm stepping in it. I'm stepping in
it. Look out!
THOR
(repulsed)
Oh, the smell.
GRANDMASTER
What does it smell like?
TOPAZ
Burnt toast.
 36.

GRANDMASTER
What happened to my manners? I
haven't properly introduced myself.
Come on. Follow me.

Grandmaster gives Topaz back her staff.

Grandmaster and Thor arrive at a space where A GROUP OF
MUSICIANS PLAY STRANGE INSTRUMENTS (the source of the music
thus far). Grandmaster joins them, still speaking to Thor.
Grandmaster begins PLAYING a strange piano-like contraption,
riffing a melody over the existing music.
GRANDMASTER
My name is Grandmaster. I preside
over a little harlequinade called
the Contest of Champions. People
come from far and wide to
unwillingly participate in it. And
you, my friend, might just be part
of the new cast. What do you say to
that?
THOR
We're not friends, and I don't give
a shit about your games! I'm going
back to Asgard!
GRANDMASTER
(amused)
Ass-gard?
(then:)
One, two, three, four.
Grandmaster really gets into his PLAYING. Grandmaster's
guards and VIP guests start MOVING TO THE MUSIC.
Thor takes a moment to look around at this bizarre spectacle
unfolding around him. In doing so, he zeroes in on one
particular group of VIPS, specifically LOKI! He's lounging
and dressed in Sakaarian garb.
LOKI
There was a wormhole in space and
time beneath me. At that moment, I
let go.

THOR
Loki!? Loki! Over here!
Loki notices Thor. Blanches a little. Sidles closer so as to
speak to Thor without looking like he's speaking to Thor.
 37.

LOKI
Excuse me one second.
THOR
Loki!
Loki hustles over to Thor, SHUSHING him.
LOKI
What? You're alive?
THOR
Yes, of course I'm alive.

LOKI
What are you doing here?
THOR
What do you mean, what am I doing?
I'm stuck in this stupid chair.
Where's your chair?
LOKI
I didn't get a chair.
THOR
Get me out of this one.
LOKI
I can't.
THOR
What?
LOKI
I've made friends with this man.
He's called the Grandmaster.
THOR
Oh, he's crazy!
LOKI
I've gained his favor.. The Bi-Frost
brought me out here weeks ago.
THOR
Weeks ago? I just got here.
Suddenly Grandmaster is right next to them.
GRANDMASTER
What are you whispering about?
Both Thor and Loki react, startled.
 38.

GRANDMASTER
Time works real different around
these parts.
GRANDMASTER
On any other world, I'd be like,
millions of years old. But here on
Sakaar --
Grandmaster beholds himself. Then turns to Loki. A truly
uncomfortable silence.
GRANDMASTER
In any case, you know this -- You
call yourself Lord of Thunder?
THOR
God of Thunder. Tell him.
LOKI
I've never met this man in my life.
THOR
He's my brother.
LOKI
Adopted.
GRANDMASTER
Is he any kind of a fighter?
Loki shrugs, gives the universal gesture for "so-so."
THOR
You take this thing out of my neck
and I'll show you.
GRANDMASTER
Now listen to that. He's threatening
me. Hey, Sparkles, here's the deal.
If you wanna get back to Ass-place,
Assberg...
THOR
Asgard.
GRANDMASTER
Any contender who defeats my
champion, their freedom they shall
win.
THOR
Fine. Then point me in the direction
of whoever's ass I have to kick.
 39.

GRANDMASTER
That's what I call, contender!
Direction would be this way, Lord.
THOR
Loki!
Guards arrive. They haul Thor up and escort him out.

27 INT. THE ARENA - GLADIATOR CELLS - NIGHT 27

Thor is shoved into a spacious cell where other alien

prisoners are lurking in the back.
The thick cell door SLAMS SHUT behind Thor. Thor gets up and
immediately begins THROWING his shoulder into the door. The
door doesn't budge, not even a little.
Behind him, KORG, a hulking Kronan rock alien, speaks up.
KORG
Hey! Take it easy man!
(Thor looks back)
Over here. The pile of rocks waving
at you. Yeah I'm actually a thing,
I'm a being. Allow me to introduce
myself, my name is Korg. I'm kind of
like the leader in here. I'm made of
rocks, as you can see, but don't let
that intimidate you. You don't need
to be afraid unless you're made of
scissors.
(GIGGLES to himself)
Just a little rock-paper-scissor
joke for you. This is my very good
friend over here, Miek. He's an
insect and has knives for hands.
MIEK, a slug alien inside a robot exoskeleton, says hello by
doing some karate moves.
THOR
You're a Kronan, aren't you?
KORG
That I am.
THOR
How'd you end up in here?
KORG
Well, I tried to start a revolution
but didn't print enough pamphlets,
 40.

so hardly anyone turned up.

KORG
Except for my mom and her
boyfriiend, who I hate. As
punishment, I was forced to be in
here and become a gladiator. Bit of
a promotional disaster.
(secretive)
But I'm actually organizing another
revolution. I don't know if you'd be
interested in something like that.
Do you reckon you'd be interested?
Thor tries to run ahead down the circle and loops back around
behind Korg.
THOR
How did you --
KORG
Yeah, no. This whole thing is a
circle. But not a real circle, more
like a freaky circle.
THOR
This doesn't make any sense.
KORG
No, nothing makes sense here. The
only thing that does make sense, is
that nothing makes sense.
THOR
Has anyone here fought the
Grandmaster's Champion?
KORG
Doug has. Doug!
(realizes)
Oh, right, Doug's dead. That's
right. Everyone who fights the
Grandmaster's champion perishes.
THOR
What about you? You're made of
rocks.
KORG
Perishable rocks.
(a pebble FALLS OFF)
There you go. Another one gone.
Yeah, no, I just do the smaller
fights, warm up the crowd and
 41.

whatnot. Wait. You're not gonna face

him, are you?
THOR
Yes I am. Fight him, win, and get
the hell out of this place.
KORG
That's exactly what Doug used to
say. See you later, new Doug.
Korg walks away and approaches Miek.

28 EXT. ASGARD - STREETS - SUNSET 28

The streets of Asgard are cold and silent, save for the
occasional distant sounds and screams of a city under siege.

29 INT. THRONE ROOM - CONTINUOUS 29

Moving down the throne room corridor we see SEVERAL DEAD
EINHERJAR GUARDS.
One guy is still alive, desperately trying to crawl away.
SHLNK! A black blade finishes him off.
Reveal HELA and SKURGE looking down at the carnage.

Hela directs her attention to FRESCOS ON THE CEILING. Like

the Sistine Chapel, except these depict Asgard's shining
influence on the Nine Realms. Bountiful harvests, shepherds
with full flocks, common folk throwing parades for Asgard's
army, etc.
HELA
Does no one remember me?
(awaiting an answer)
Has no one been taught our history?
Look at these lies. Goblets and
garden parties? Peace treaties?
Hela leads them towards the throne.
HELA
Odin -- proud to have it -- ashamed
of how he got it.
Hela FIRES SPIKES into the ceiling, RIPPING DOWN plaster.

Beneath the surface are older Frescos. These ones are far
more dark and sinister.
 42.

Soldiers in battle. Blood. A giant war wolf. Young Odin and

young Hela. Slaves building the palace.
Skurge is at least somewhat disturbed by this.
HELA
We were unstoppable. I was his
weapon in the conquest that built
Asgard's empire. One by one, the
realms became ours.
Hela turns from the murals to address Skurge.
HELA
But then, simply because my ambition
outgrew his -- he banished me, caged
me, locked me away like an animal.
Before that, Asgard's warriors were
honored, their bodies buried as
heroes beneath this very place.
Hela beckons Skurge to follow her.

30 INT. ODIN'S VAULT - CONTINUOUS 30

Hela enters the vault and descends the stairs towards the
magical items.
SKURGE
Odin's treasures.
SKURGE follows her. Hela walks towards the Infinity Gauntlet.
HELA
Fake.
Hela KNOCKS the gauntlet off its pedestal.
HELA
Most of the stuff in here is fake.
Next: The Casket of Ancient Winter.
HELA
Or weak.
Next: Surtur's skull.
HELA
Smaller than I thought it would be.
Next: The Tesseract. She hesitates:
 43.

HELA
That's not bad?
(notices:)
But this -- The Eternal Flame.
THE ETERNAL FLAME flickers in its chalice.

Hela DIGS HER HAND INTO THE ETERNAL FLAME. She pulls her hand
out now cupping GREEN FIRE, like a torch.
Hela approaches a large circular RUNE ETCHING on the floor.
Hela manifests a huge CLAW HAMMER. She SMASHES THROUGH THE
RUNES ON THE FLOOR, creating a gaping chasm.
She looks at Skurge.
HELA
Want to see what true power looks
like?
Hela looks down into the darkness below.
With her hand aflame, Hela JUMPS down into the chasm!

31 INT. HIDDEN ASGARDIAN CATACOMBS - DAY 31

Hela LANDS like a bad ass.

Dust settles. The light of Hela's hand torch reveals a stone
crypt. An ornate burial place for the heroes of Old Asgard.
We can see countless rotted skeletons in badass ancient
Asgardian armor. Hela's regiment.
Among them, A MASSIVE WOLF'S SKELETON. TERRIFYING AND
MONSTROUS, COLOSSAL CHAINS AROUND THE BONES OF ITS PAWS.
FENRIS.
Hela approaches Fenris' skeleton.
HELA
Fenris. My darling, what have they
done to you?
She lifts her flaming hand above her head. She slams her hand
into the ground.

HELA
With the Eternal Flame, you are
reborn!
 44.

The fire spreads out, covering Fenris and Hela's old army. As
the fire covers the skeletons, they SHUDDER TO LIFE.
HELA
I've missed you. I've missed you
all.
HELA'S BUTCHERS, rise up before their commander.
ABOVE: Skurge looks down, worried.
BELOW: A sinister light returns to Fenris's eyes as he stands
proudly before his master, allowing her to pet the fur of his
terrifying face.

32 INT. THE ARENA - GLADIATOR CELLS - NIGHT 32

Thor sits against the wall. Quietly praying.
THOR
Odin, I bid you take your place in
the halls of Valhalla --
(then:)
Where the brave shall live forever.
Nor shall we mourn but rejoice --
Reveal Loki standing across the cell. Thor gives him a hard
look.
LOKI
It hurts, doesn't it? Being lied to.
Being told you're one thing and then
learning it's all a fiction.
Thor picks up some stones that have fallen from Korg's leg
and casually starts throwing them through Loki's illusion.

LOKI
You didn't think I'd really come and
see you, did you? This place is
disgusting.
Thor throws another stone through Loki.
LOKI
Does this mean you don't want my
help?
Thor throws another stone through Loki.
LOKI
Look, I couldn't jeopardize my
position with Grandmaster, it took
 45.

me time to win his trust. He's a

lunatic, but he can be amenable.
Thor throws another stone through Loki. Disinterested.

LOKI
What I'm telling you is, you could
join me at the Grandmaster's side.
Perhaps, in time, an accident
befalls the Grandmaster, and then --
Loki gestures: "we take over."
Thor throws another stone through Loki. Bored.
LOKI
You're not seriously thinking of
going back, are you? Our sister
destroyed your hammer like a piece
of glass. She's stronger than both
of us. She's stronger than you. You
don't stand a chance. Do you
understand what I'm saying to you?
Thor just scowls.

LOKI
Fine. I guess I'll just have to go
it alone. Like I've always done.
(Thor smirks)
Would you say something?
Now out of stones, Thor looks around the floor for more.
LOKI
Say something!
Thor finally looks right at Loki, speaks fast and curt:
THOR
What would you like me to say? You
faked your own death, you stole the
throne, stripped Odin of his power,
stranded him on Earth --
(on Loki:)
-- to die, releasing the Goddess of
Death.
(back to Thor:)
Have I said enough, or do you do you
want me to go further back than the
past two days?
Loki's eyes burn. Thor stares coldly at him. Loki tries to
compose himself.
 46.

LOKI
You know, I haven't seen this
Beloved Champion he talks of, but
I've heard he's astonishingly
savage. I've placed a large wager
against you tomorrow. Don't let me
down.
Loki SHIMMERS, and his illusion vanishes. Korg runs in to try
to kick him.
KORG
Piss off, ghost!
(then:)
He's freaking gone.

33 INT. THE ARENA - RECEIVING AREA 33

Thor, Korg, and a gaggle of other prisoners/fighters have
been led from their cells to a PRE-FIGHT HOLDING AREA.
Korg and Thor are by the weapons rack.
KORG
Yuck! There's Still someone's hair
and blood all over this. Guys, can
you clean up the weapons once you
finish your fight? Disgusting slobs.
(then:)
Thor -- wanna use a big wooden fork?
THOR
No.

KORG
Yeah, not really useful unless
you're fighting off three vampires
that were huddled together.
THOR
I really wish I had my hammer.
KORG
Hammer?
THOR
Quite unique. It was made from this
special metal from the heart of a
dying star. And when I spun it
really, really fast it gave me the
ability to fly.
KORG
 47.

You rode a hammer?

THOR
No, I didn't ride the hammer.
KORG
The hammer rode you on your back?
THOR
No. I used to spin it really fast,
and it would pull me off the --
KORG
Oh my God. The hammer pulled you
off?
THOR
The ground. It would pull me off the
ground, up into the air, and I would
fly. Every time I threw it, it would
always come back to me.
KORG
Sounds like you had a pretty special
and intimate relationship wiht this
hammer and that losing it was almost
comparable to losing a loved one.
THOR
That's a nice way of putting it.
Thor spots S142 dealing at the bar. He's once again eyeing
the fob device clipped to her belt. Scowls.
SCRAPPER #142
I said they're mine.
THOR
See her, the one that put me in
here.
KORG
Yeah, Scrapper 142. She's strong.
And she drinks a lot.

KORG
Gotta watch out for those
Asgardians, man. They are hard to
perish.
THOR
Asgardian?
Thor breaks away from the line and runs to S142.
 48.

THOR
Hey! Hey!
S142 holds up the fob.
THOR
Do not zap me with that thing. I
just wanna talk. Asgard is in
danger.
Thor then notices a series of PATTERNED SCARS, or BRANDS, on
her forearms. It's a moment of recognition and disbelief.
THOR
My God, you're a Valkyrie. I used to
wanna be a Valkyrie when I was
younger -- until I found out that
you were all women. There's nothing
wrong with women, of course. I love
women. Sometimes a little too much.
Not in a creepy way, just more of a
respectful appreciation. I think
it's great that there is an elite
force of women warriors. It's about
time.
SCRAPPER #142
Are you done?
WARDEN (O.S.)
Lord of Thunder, you're up.

THOR
Please, help me. I need your help.
SCRAPPER #142
Bye.
THOR
Fine, then you must be a traitor or
a coward because the Valkyrie are
sworn to protect the throne.
S142 finally turns her attention to Thor, intense.
SCRAPPER #142
Listen closely, your majesty. This
is Sakaar, not Asgard. And I'm a
scrapper, not a Valkyrie.
Guards swarm Thor, dragging him back
WARDEN (O.S.)
Bring him in for processing!
 49.

VALKYRIE
And no one escapes this place. So
you're gonna die anyway.
Despite her denial, Thor has clearly hit a nerve. And from
now on we will refer to Scrapper #142 as VALKYRIE.
Valkyrie takes her booze and walks away. Thor is dragged
away, passing Korg and the other prisoners.

34 INT. PROCESSING ROOM - DAY 34

Thor is strapped to a chair. Reveal a weird alien BARBER
(Stan Lee cameo) holding up some rusty shears.
STAN LEE
Now, don't you move. My hands ain't
as steady as they used to be.
THOR
By Odin's beard, you shall not cut
my hair -- lest you feel the wrath
of the might Thor.
Barber activates a menacing CUTTING TOOL. Thor freaks out.
THOR
Please. Please, kind sir, do not cut
my hair! No!

35 INT. THE ARENA - NIGHT 35

Hundreds of thousands of spectators packed into the stadium
seats. Dozens of starships are parked above the arena.
Find THE GRANDMASTER'S LUXURY SUITE, a VIP box attached to
the fighting area. The Golden Ladies are in attendance.
Loki lounges in the suite, taking wagers on the fight card.

Grandmaster walks out into the center of the arena. Suddenly

THE GRANDMASTER GROWS TO 60-FEET TALL! This enlarged
projection of Grandmaster addresses the audience.
GRANDMASTER
Wow! Look at all of you. What a
show, WHAT-A-NIGHT! Who's having
fun? Please, I'm your host. Big
round of applause for all of our
undercard competitors -- who died so
gruesomely. Good sports. What a
 50.

show! What a night! This is what

you've come for and so have I.
(applause)
And now, without further ado -- it's
main event time!!
(INSANE APPLAUSE)
Making his first appearance, though
he looks quite promising, got a
couple of tricks up his sleeve. I'll
say no more, see what you think.
Ladies and gentlemen --
(LAUGHTER from the crowd)
I give to you -- Lord of Thunder!
Enter Thor. Gladiator Thor. Shaved head, trimmed beard,
minimalist armor, covered in weapons. Two swords on his back,
giant mace in one hand, spiked shield in the other.
GRANDMASTER
Watch out for his fingers. They make
sparks.
Thor looks up at the throngs of SCREAMING FANS. And then
.puts on his helmet. A badass gladiator variation of his
classic winged helm. Thor is ready to rumble.
ABOVE: Find Valkyrie in her Warsong ship, parked amongst the
other tailgaters. She POPS open a bottle of booze. Drinks.
GRANDMASTER
Okay, this is it. Let's get ready to
welcome this guy. Here he comes. He
is a creature. What can we say about
him? Well, he's unique. There's none
like him. I feel a special
connection with him.
Suddenly the floor beneath Thor's feet LOWERS. A slow,
tension-building GRIND as he sees A DOOR across the arena.
Bigger and bigger.
The entire crowd is on its feet. Palpable anticipation. The
spotlights change to bright stadium lights.
GRANDMASTER
He's undefeated. HE'S THE REIGNING.
HE'S THE DEFENDING. Ladies and
gentlemen. I give you --
KA-BOOM! EXPLODING through a door is the Champion THE
INCREDIBLE HULK! He wears an armored shoulder guard and a
Spartan helmet. He carries a warhammer in one hand and a
battleaxe in the other. Hulk POUNDS his chest and ROARS,
further energizing an already frenzied crowd.
 51.

Meanwhile, the sight of Hulk makes Thor's arms drop to his

sides along with his jaw dropping to the ground. And then
Thor LAUGHS his ass off. Like, "that's my buddy over there!"
THOR
Yes!
IN THE VIP BOX: Loki goes ghost white. Traumatic memories of
being Hulk-smashed flood his brain. Gone is all his joy.
LOKI
I have to get off this planet.
Loki tries to exit, but the Grandmaster stops him.
GRANDMASTER
Hey, hey, hey! Where are you going?

Grandmaster plops Loki down in the front row, right against

the glass. Loki casually tries to hide his face in his hand.
IN THE ARENA:
THOR
Hey! We know each other. He's a
friend from work.
(to Hulk:)
Where have you been? Everybody
thought you were dead. So much has
happened since I last saw you. I
lost my hammer. Like, yesterday, so
that's still pretty fresh.
(then:)
Loki! Loki's alive. Can you believe
it? He's up there.
(waves to Loki:)
Loki! Look who it is!
Loki is petrified.
THOR
Banner, I never thought I would say
this, but I'm happy to see you.
IN THE ARENA: Hulk is still eyeballing Thor while the
capacity crowd CHANTS insanely for "HULK! HULK! HULK!"
THOR
Banner. Hey, Banner!

Hulk's face grimaces and contorts, suppressing puny Banner.

HULK
NO BANNER! ONLY HULK!
 52.

Hulk CHARGES at Thor. Insanely fast.

THOR
What are you doing? It's me.
Thor DODGES the first few attacks, but then Hulk SHATTERS his
shield and sends Thor FLYING.
Thor draws a sword and STABS it into the ground to slow his
momentum. Draws the other sword and faces off against Hulk.
THOR
Banner, we're friends. This is
crazy. I don't want to hurt you!
They engage again. Hulk KICKS Thor, sending him SLAMMING into
the wall.
GRANDMASTER
Here we go.
Thor jumps down just in time to avoid Hulk's warhammer, which
HITS so hard that it remains lodged in the wall.
With Hulk charging again, Thor RIPS the warhammer out of the
wall and WALLOPS Hulk with it.
Hulk goes CRASHING alongside the arena. He ends up sprawled
out in a pile of rubble, slightly dazed.
GRANDMASTER
What?
ABOVE: Val is watching through a set of high-tech binoculars.
She reacts to Thor, reluctantly impressed.
Thor advances on Hulk with all the swagger. He takes off his
helmet and CALLS OUT to Hulk, provoking him.
THOR
Hey, big guy. The sun's getting real
low.
Hulk takes off his helmet. Scowling. Teeth GRINDING.
THOR
That's it. The sun's going down. I
won't hurt you anymore. No one will.
WHOOSH! Thor is suddenly dragged out of frame. Hulk has Thor
by the leg and is WHIPPING him against the arena floor. Over
and over and over again.
 53.

IN THE VIP BOX: Loki's whole mood shifts. The joy returns to
his face, like "everything will be alright!" Loki LAUGHS.
LOKI
Yes! That's how it feels!
(to Grandmaster:)
I'm just a huge fan of the sport.
Thor is SMASHED into the floor face first.
Hulk ROARS and RUSHES Thor with his axe.
THOR
All right. Screw it.
CLANG! The giant weapons CLASH! Now Thor and Hulk are
fighting warhammer versus battleaxe and Thor is winning! He's
getting the better of these exchanges, using Hulk's
aggression against him. Thor continually KNOCKS and/or TRIPS
Hulk off his feet while evading all of Hulk's best attacks.
THOR
I know you're in there, Banner. I'll
get you out!
One particular vicious blow DISARMS Hulk, and Thor BREAKS
Hulk's axe with the warhammer. Thor then BASHES Hulk in the
chest, KNOCKING him to the ground.
THOR
What's the matter with you? You're
embarrassing me! I told them we were
friends!
GROWLING, Hulk stands up and HITS Thor with a straight jab
that sends Thor TUMBLING across the arena. Hulk immediately
LEAPS after him and LANDS ON Thor!
Hulk is now on top of Thor as they slide across the arena,
just PUMMELING him with punches. Left-right-left-right.
Thor's head snaps back and forth.
In the carnage, Thor sees VISIONS OF ODIN. Then his eyes GLOW
WHITE WITH ELECTRICITY. Like an instinctual defense
mechanism, Thor suddenly KNOCKS HULK BACK WITH A BURST OF
LIGHTNING!
Seething with electricity, Thor springs to his feet and then
BLASTS HULK WITH A MASSIVE LIGHTNING PUNCH! Hulk is LAUNCHED
BACKWARDS and Thor hits the ground HARD.
CROWD
Thunder! Thunder! Thunder!
 54.

KORG
Thunder! Thunder! Thunder!
The crowd gets hushed. They've never seen this before.
IN THE VIP BOX: Grandmaster is pissed. Loki is amazed.
Hulk and Thor stagger to their feet. Thor looks at himself, a
little surprised. There are still small charges of lightning
CRACKLING through his veins.
Meanwhile, Hulk RUMBLES towards Thor and they're at it again,
close-quarters boxing. Thor is winning the exchanges, landing
BRUTAL PUNCHES to Hulk's body. And then suddenly BZZZ! The
Grandmaster ZAPS him with the Obedience Disk fob!
Thor drops, totally caught off guard!
Hulk plants his feet and JUMPS! He ZOOMS UP, rocketing out of
the arena, up-up-up into the sky! At the apex of his jump
Hulk clenches his fist and begins a missile-like descent.
Val sees this from her ship and decides to take off, like
"This fight is over, time to beat traffic."
KORG
Another day, another Doug.
Down below, Thor groggily turns over. He does so just in time
to see Hulk coming at him like an atom bomb!
No time to avoid it. KA-BOOM!!! Right before impact Thor's
eyes go lightning white. Hulk HITS Thor like a meteor.
The impact knocks Thor unconscious and we CUT TO BLACK.
Linger on darkness for a few beats and then:

36 INT. THRONE ROOM - SUNSET 36

Hela sits on the throne trying to get comfortable, headdress
& cowl off. Skurge stands at the foot of the throne.
HELA
What is that noise?
SKURGE
The common folk aren't exactly
falling in line. There's a
resistance trying to knock down the
front gates.
Hela sends her BUTCHER TROOPS to deal with it.
 55.

HELA
Tell me about yourself, Skurge.
SKURGE
Well, me dad was a stonemason, me
mum was --
HELA
(interrupts)
I'll just stop you there. What I
meant was what is your ambition?
SKURGE
I just want a chance to prove
myself.
HELA
Recognition.
(then:)
When I was young every great King
had an executioner. Not just to
execute people, but also to execute
their vision. But mainly to execute
people. Still a great honor.
(beat)
I was Odin's executioner.
Hela holds out her hand and uses her powers to FORM A DOUBLE-
SIDED OBSIDIAN AXE, which she offers to Skurge.
HELA
And you will be my executioner.
Let's begin our conquest.

37 EXT. RAINBOW BRIDGE - DAY 37

Hela and Skurge arrive at the Observatory, army in tow.
HELA
Skurge, where's the sword?
Reveal that the Bi-Frost sword is missing.
HELA
That sword is the key to opening the
Bi-Frost.
Hela thinks, seething.
HELA
These people you mentioned, the ones
who aren't falling into line. Round
them up.
 56.

38 EXT. ASGARD - MOUNTAIN CREEK - DAY 38

SPLASH! Boots running across the shallow water. We meet a
family of refugees from the city. FATHER, MOTHER, SON (14),
and young daughter (8). They're RUNNING FOR THEIR LIVES.
Hot on their heels are a pair of Hela's sinister Butchers,
hunting like a pack of wolves.
After scrambling through a grove of trees the family make
their way through a narrow pass. The Butchers are hot on
their heels, their growls getting louder behind them when
BAM! The son runs right into a tall, immovable object
HEIMDALL!
No regal armor, no golden helm. This Heimdall has a thick
beard and is wrapped in a cloak. The rest of the family
arrive, desperation.
HEIMDALL
Excuse me.
In one swift motion Heimdall draws the BI-FROST SWORD, steps
forward and SLASHES through the Butchers, ending them.
He then turns to the family, gestures for them to follow him.
HEIMDALL
Sorry about that. These bloody
things are everywhere. Come on.

39 EXT. ASGARD - MOUNTAIN RAVINE - DAY 39

Heimdall approaches the steep face of the mountain. Carved

into the rock is YGGDRASIL, the world tree. Heimdall kneels,
whispers a few words under his breath, and A HUGE SECTION OF
THE MOUNTAIN FACE VANISHES IN A SHIMMERING ILLUSION!

40 INT. STRONGHOLD - DAY 40

It's busy with activity, hundreds of Asgardians who fled the
city after Hela's invasion are living here. Men, women, and
children. Strong and weak, young and old.
Heimdall turns to the family, even manages a smile.
HEIMDALL
You'll be safe here.
They enter the stronghold. As the doors SHUT we go to --
 57.

41 INT. HULK'S WARRIOR SUITE - DAY 41

Thor's eyes POP OPEN. He's lying in a heap on the ground,
still dirty, bruised, and beat up.
Thor is being tended to by TWO SAKAARIAN GLADIATOR NURSES who
are swabbing his wounds. This freaks him out, which results
in startled thrashing. That freaks out the two Gladiator
nurses, which results in them RUNNING AWAY.
Thor starts to get up, but then winces. He moves slowly.
He's in a GIANT ROOM with stark graphic patterns on the
walls. With a few achy grimaces, Thor stands up and wanders
around. There's furniture, large cushions, and a sleeping
area enclosed by the SKULL of a giant beast.
NOISE behind him. Thor follows the noise to find-
Hulk having eased himself into a large steaming JACUZZI. Thor
looks at him quizzically. Hulk isn't angry. He's RELAXED, but
he's not turning into Banner.
THOR
Are we cool?
Hulk grunts. I guess so.
THOR
It's Hulk in a hot tub.
(then:)
How long have you been like that?
HULK
Like what?
THOR
Like this. Big, green, -- stupid.
HULK
Hulk always Hulk.
Thor takes this in, and then walks over to a window that
looks out across the city. Does some spatial math, realizes:
Thor looks back out the window.
He sees a ramshackle SPACESHIP taking off and ROCKETING
skyward. Higher and higher, it's going for a wormhole when
BOOM! One of Grandmaster's Palace Patrol ships, more modern
and heavy duty, BLOWS it out of the sky.
On Thor, wheels turning. He turns to Hulk.
THOR
 58.

How'd you get here?

HULK
Winning.
THOR
You mean cheating?
(re: Obedience Disk)
THOR
Were they wearing one of these when
you won? How'd you arrive here?
HULK
Quinjet.
Hulk mimes a plane landing in the water.
THOR
Yes. Where is the Quinjet now?
Hulk stands up, and exits the hot tub, naked.
THOR
That's naked. He's very naked. It's
in my brain now.
Hulk points out the window.
HULK
Quinjet.
Thor sees the Quinjet in a massive alien junkyard.
THOR
Yes! I'm getting us out of here.
This is a terrible, awful place.
You're gonna love Asgard. It's big.
It's golden. Shiny.
Hulk sits on his bed, eating a pumpkin.
HULK
Hulk stay.
THOR
No, no, no. My people need me to get
back to Asgard. We must prevent
Ragnarok.
HULK
Rag-na-ruh?
THOR
 59.

The prophesied death of my home

world, the end of days, it's the end
of-
(Hulk's blank stare)
If you help me get back to Asgard, I
can help you get back to Earth.
HULK
Earth hate Hulk.
THOR
Earth loves Hulk. They love you.
You're of the Avengers. One of the
team, one of our friends. This is
what friends do. They support each
other.
HULK
You're Banner's friend.
THOR
I'm not Banner's friend. I prefer
you.
HULK
Banner's friend.
THOR
I don't even like Banner.
(bad impersonation)
"I'm into numbers and science and
stuff."
HULK
Thor go. Hulk Stay.
THOR
Fine. Stay here. Stupid place. It's
hideous, by the way. The red, the
white. Just pick a color.
Thor heads for the exit, a wide open door.
HULK
Smash you.
THOR
You didn't smash anything. I won
that fight
HULK
I smashed you.
THOR
 60.

Yeah, sure, sure.

HULK
Baby Arms.
THOR
What?
HULK
Baby.
THOR
Moron! You big child.
Thor heads to the open entrance. Hulk smiles, anticipating.
HULK
Thor go!
THOR
I am going.
ZAP! Thor's jolted back by the obedience disk. There are
perimeter sensors in the doorway.
Hulk CHUCKLES at Thor as he hits the floor. Points.
HULK
Thor go again!
(then:)
Thor home.
TIME CUT:
Thor slumps against the wall, head sagging.
Hulk grabs his giant battleaxe. He's armored up.
HULK
Hulk trains.
THOR
That's great. Have fun.
Hulk exits. Thor watches him go. Then, at the end of the
hallway Hulk meets up with Valkyrie! They begin play
fighting, a clearly friendly rapport.
Thor can't believe it. He runs to the entrance, but by the
time he reaches the perimeter sensors they are gone.
Thor sighs. Walks over to the window. Looks up through a
wormhole, stars twinkling on the other end of it.
 61.

THOR
Heimdall, I know you can see me.
Thor continues his plea at the window.
THOR
I need you to help me. Help me see.
Pause. Then Thor's eyes go golden like Heimdall's! The stars
in the wormhole begin to WARP OVER THOR AND --

42 INT. STREETS OF ASGARD - SAME 42

Thor suddenly finds himself in Asgard. Disoriented at first,
Thor turns to see Heimdall hiding in the shadows.
Heimdall harshly SHUSHES Thor and gestures for him to get up
against the wall. Thor complies. Sees the refugees.
After a beat a roving patrol of Hela's Butchers creep by
through the street. They don't spot our heroes. Pause.
Heimdall turns to Thor, speaks only in hushed whispers.
HEIMDALL
I see you. But you are far away.
THOR
What's going on here?
HEIMDALL
Come see for yourself.
Without warning, Heimdall leads the family out of the alley
and DASHES down the street. Thor follows but then stops.
Looks around to see THE OCCUPIED CITY OF ASGARD, emitting a
smoky aura of chaos. A chilling sight.

Down the street, Heimdall gestures for the family to slow

down. He sees something. Ushers them into an alcove.
Thor joins them just in time to avoid being seen by another
roving patrol of Hela's Butchers. Heimdall again motions for
Thor to "shh" until the threat has passed. Then:
HEIMDALL
I'm providing refuge in a stronghold
build by our ancestors. But if the
garrison falls our only escape will
is Bi-Frost.
THOR
 62.

You're talking about evacuating

Asgard?
HEIMDALL
We won't last long if we stay.

Thor LOOKS OUT on a ravaged Asgard, heartsick.

Hold on the devastated Realm as:
HEIMDALL (O.S.)
She draws her power from Asgard and
grows stronger everyday.
Back to Thor and Heimdall.
HEIMDALL
Come on.
As Heimdall quickly leads refugees down a safe pathway:
HEIMDALL (V.O.)
Hela is ravenous. If I let her
leave, she'll consume the Nine
Realms and all the cosmos.
Turns back to Thor, approaches him.
HEIMDALL
We need you.
THOR
I'm working on it, but I don't even
really know where the hell I am.
Two packs of Butchers arrive simultaneously. Spot Heimdall.
HEIMDALL
You're on a planet surrounded by
doorways. Go through one.
THOR
Which one?
Heimdall RIPS into the attacking Butchers, CUTTING them down.
HEIMDALL
The big one!
WHOOSH! SUDDENLY THOR'S GONE! BLACK.
After slashing through the Butchers, Heimdall moves towards
the house where he hid the family and then abruptly stops.
 63.

Heimdall turns slightly. He sees something.

BINOCULARS POV: Heimdall looking right at us, the Bi-Frost
sword visible in his hand.
Reveal Skurge on a palace tower balcony, surveilling the city
with Asgardian E-noculars. Skurge lowers the E-noculars.
There is conflict on his face. He knows that he should report
this to Hela immediately, yet he doesn't spring into action.

43 INT. HULK'S WARRIOR SUITE - NIGHT 43

Thor absentmindedly fidgets with his Obedience Disk.
THUD! THUD! THUD! resonates around the room. Hulk steps up to
Thor, looking inquisitively down at him.
HULK
Thor sad.
THOR
Shut up.
Hulk HITS Thor, bullying him into opening up.
HULK
THOR SAD!!!
Thor hops up, YELLS in Hulk's face. Paces around.
THOR
I'm not sad, you idiot. I'm pissed
off! Angry. I lost my father. I lost
my hammer.
THUD! THUD! He turns to see Hulk punching his pillow.
Hulk stops. Stares.
HULK
Whining and crying. Cry like baby.
THOR
You're not even listening.
Thor KICKS a random helmet.
HULK
Don't kick stuff.
THOR
You're being a really bad friend.
 64.

HULK
You bad friend!

THOR
You know what we call you?
HULK
No.
THOR
We call you the stupid Avenger.
HULK
You're tiny Avenger!
Hulk throws a shield that nearly decapitates Thor.
THOR
What, are you crazy?
HULK
Yes.
THOR
You know what? Earth does hate you.
Hulk gets sad. Wanders over to his bed to mope.
Thor realizes he went to far. Joins Hulk on the bed.
HULK
No.
THOR
I'm sorry I said those things.
You're not the stupid Avenger.
Nobody calls you the stupid Avenger.
HULK
It's okay.
THOR
You just can't go around throwing
shields at people. Could have killed
me.
HULK
I know. I'm sorry. I just get so
angry all the time. Hulk always,
always angry.
THOR
I know. We're the same, you and I.
We're just a couple of hot-headed
 65.

fools.
HULK
Yeah, same. Hulk like fire, Thor
like water.
THOR
We're kind of both like fire.
HULK
But Hulk like real fire. Hulk like
raging fire. Thor like smoldering
fire.
THOR
Hulk, I need you to do something for
me.
TIME CUT: Morning.
BA-BOOM! BA-BOOM! BA-BOOM!
We follow Two Palace Guards as they enter Hulk's Suite.
Hulk is throwing a LARGE BALL against the far wall. It's so
hard it makes dents in the wall. Hulk stops and turns.
Reveal that the guards are escorting Valkyrie. They leave
Valkyrie and Hulk face off.
HULK
Angry girl!

Val bounds forward and gives The Incredible Hulk a big hug.
Hulk laughs and then begins playfully roughhousing with Val.
VALKYRIE
What's going on? What do you--?
Hulk steps away, allowing Valkyrie to see Thor. Her smile
disappears. She stares at Hulk, so annoyed. Hulk mopes a
little. Like, "I done bad." Turns back to Thor:
VALKYRIE
You're so thick-headed that you
can't tell when someone's hiding all
the way across the universe and
wants to be left alone?
THOR
We need to talk.
VALKYRIE
No, you want to talk to me.
 66.

Valkyrie turns to leave.

THOR
(to Hulk:)
I need her to stay.
Valkyrie is at the exit when the UPPER JAWBONE of Hulk's
massive skull bed CRASHES into frame, BLOCKING the doorway.
Val shoots an annoyed sneer at Hulk. Hulk SNORTS back.
HULK
Stay! Please?
Valkyrie looks him up and down. Obedience Disks to the max.
Hulk begins BOUNCING his ball against the wall again.
Valkyrie walks over to Hulk's bar, picks up an UNOPENED
BOTTLE of liquor. Hulk snorts, disapprovingly. Val puts it
down and finds something cheaper, she pops the cork.

VALKYRIE
All right. Here's the deal. I'll
listen to you till this is empty.
She TIPS BACK the bottle and starts CHUGGING.
THOR
Asgard is in danger and people are
dying. We need to get back there. I
need your help...wow.
VALKYRIE
Finished. Bye.
She has indeed finished. She goes to leave.
THOR
Odin is dead.
Valkyrie stops short (the BALL BANGING noise continues). Her
silence speaks volumes. Thor has a realization.
THOR
Hela, the Goddess of Death has
invaded Asgard.
VALKYRIE
If Hela's back then Asgard is
already lost.
THOR
I'm going to stop her.
 67.

VALKYRIE
Alone?
THOR
Nope. I'm putting together a team.
It's me, you, and the big guy.
HULK
No team. Only Hulk.
THOR
It's me and you.
VALKYRIE
I think it's only you.
THOR
Wait. Just listen. The Valkyrie are
legend, elite warriors of Asgard.
You are sworn to defend the throne.
VALKYRIE
I'm not getting dragged into another
one of Odin's family squabbles.
THOR
What's that supposed to mean?
VALKYRIE
Your sister. Her power comes from
Asgard, same as yours.
Hulk's ball rolls into frame. An off screen GRUNT. Val picks
it up and tosses it back to Hulk.
VALKYRIE
When it grew beyond Odin's control,
she massacred everyone in the palace
and tried to seize the throne. When
she tried to escape her banishment,
he sent the Valkyrie in to fight her
back. I only survived because --
(trails off, brooding)
Look, I already faced her once back
when I believed in the throne, and
it cost me everything. THAT'S what's
wrong with Asgard. The throne, the
secrets, the whole golden sham.
Pause. Thor moves towards Valkyrie, goes to put a comforting
hand on her shoulder.
THOR
I agree.
 68.

Val SNATCHES his hand. They are close, face to face.

VALKYRIE
Don't get familiar.
THOR
I agree. That's why I turned down
the throne. But this isn't about the
crown. This is about the people.
They're dying and they're you're
people, too.
Val SHOVES him away. Thor stumbles back.
VALKYRIE
Forget it. I have.
THOR
(nods, understanding)
Okay.
VALKYRIE
Okay.
THOR
Good. Great.
VALKYRIE
Great.
THOR
Thank you.
VALKYRIE
For what?
THOR
For this.
Reveal that Thor has lifted the fob device off Val's belt!

THOR
Didn't see that did you?
Thor presses the button and ALL THE OBEDIENCE DISKS EMBEDDED
IN HIS NECK AND BELT POWER DOWN! Confident smirk.
THOR
There -- that's better. You know, go
ahead. Stay here and get drunk and
enslave people for that lunatic.
Keep drinking. Keep hiding.
(beat)
But me --
 69.

Thor gestures for Hulk to toss him the ball. Hulk does.
THOR
I choose to run toward my problems
and not away from them. Because
that's what --
Thor HURLS IT at the MAIN WINDOW. It bounces off, hitting
Thor in the face. He stands, facing Valkyrie.
THOR
Because that's what heroes do.
Thor then SMASHES THROUGH THE WINDOW! Hulk STANDS.
HULK
Friend Stay!

44 EXT. GRANDMASTER'S PALACE - DAY 44

Thor is sliding down the SIDE of the GRANDMASTER'S TOWER.
He LAUNCHES HIMSELF OFF THE BUILDING and hurtles downward,
LANDING casually on the street below. Finally free.

45 EXT. THE STREETS OF SAKAAR - CONTINUOUS 45

Thor is HAULING ASS.

Never slowing down, Thor keeps the top of the arena in sight.
A few blocks back: Hulk is in pursuit. He's BUMPING people,
SWATTING vehicles out of the way, just being a menace.
On Sakaar, the citizens APPLAUD for him! Even when Hulk
DEMOLISHES a man's food cart, the man CHEERS Hulk on!

46 EXT. MASSIVE ALIEN JUNKYARD - CONTINUOUS 46

Thor SPRINTS in. Looks around. Man, this place is big.
He RUNS down aisles of crushed and stripped spacecrafts, a
giant smelter, and then into what looks like a used car lot.
And then he sees it. The Quinjet!

47 INT. QUINJET - CONTINUOUS 47

Thor enters and rushes to the controls.
 70.

THOR
All right. Come on.
He is pressing buttons and flipping switches. After a beat
the flight deck POWERS UP! Thor places his hand on a pad
which SCANS his handprint. Lights up green.
QUINJET (V.O.)
Voice verification required.
THOR
Thor.
QUINJET (V.O.)
Access denied.
THOR
Thor, son of Odin.
QUINJET (V.O.)
Access denied.
THOR
God of Thunder.
QUINJET (V.O.)
Access denied.
THOR
Strongest Avenger.
QUINJET (V.O.)
Access denied.
THOR
Strongest Avenger!
QUINJET (V.O.)
Access denied.
THOR
Damn you, Stark.
(rolls his eyes)
Point Break.
QUINJET (V.O.)
Welcome, Point Break.
CAH-RUNCH! Hulk BARGES IN through the Quinjet door!
The Hulk approaches, scowling. Any metal that stands in his
way PEELS BACK. Frantic, Thor turns to the Quinjet's console.
HULK
 71.

Friend stay!
THOR
No, no, no!

As Hulk enters, he DESTROYS the hull of the Quinjet.

HULK
Stay!
THOR
Stop! Stop breaking everything!
HULK
Don't go!
Thor triggers a message on the flight console.
NATASHA (V.O.)
Nice work, big guy. We don't know
where Ultron's headed, but you're
going very high, very fast.
Hulk stops short. His whole demeanor changes.
Thor steps out of the way so that Hulk can see a recorded
message from NATASHA ROMANOFF on the console.
NATASHA (V.O.)
So, I need you to turn this bird
around, okay? We can't track you in
stealth mode --
Hulk is now right up against the console screen.
NATASHA (V.O.)
So I need you to help me out. Okay?
I need you to --
HULK
No! No, Banner!
Hulk CONVULSES. Drops to his hands and knees. His whole body
warping. Hulk ROARS and GRABS at his face, SHAKING his head,
trying to fight this back. But he can't help it HE'S
TRANSFORMING BACK INTO BRUCE BANNER! The transition is rough
and chaotic, it's as if Banner is fighting to get out of the
Hulk. Throughout the process, Hulk SMASHES back and forth,
further WRECKING the Quinjet.
And then, calm.
Thor rushes to Banner's side to help ease the transition.
 72.

THOR
Banner. Hey, hey, hey. You all
right, Banner? Sun's going down.
Sun's going down. That's it,
breathe. I won't hurt you. Sun's
going down.
BANNER
Thor?
THOR
Yeah.
Banner is groggy, disoriented. Thoughts, memories, and
observations begin to flood his brain randomly.
BANNER
What happened to your hair?
THOR
Some creepy old man cut it off.
BANNER
It looks good.
THOR
Thanks.
BANNER
Where are we? How's Nat?
THOR
Nat is good, I'm sure.
BANNER
And what about Sokovia?
THOR
Sokovia?
BANNER
The city, Sokovia. Did we save it?
THOR
Banner, listen.
BANNER
What?
THOR
Sokovia. Ultron. That was two years
ago.
BANNER
 73.

What are you saying? I've been Hulk

for two years?
THOR
I'm afraid so.
Banner's eyes BULGE. Trying to process this information.
BANNER
What the hell happened?
Banner rushes to his feet. Thor follows.
THOR
Banner, there's something you should
know --
Banner goes to the flight console.
QUINJET (V.O.)
Voice Activation required.
BANNER
Banner.
QUINJET (V.O.)
Welccome, Strongest Avenger.
THOR
(puzzled)
What?
BANNER
Ship's log --
THE SHIP'S LOG POPS UP ON SCREEN.
FROM BEHIND THE DISPLAY (within the monitor looking out) we
see fragmented images of the Hulk's trip through deep space.
We see the angry green giant thrash around in zero gravity.
We see Hulk closer to the camera now, looking stressed and
car sick.
THROW FOCUS to see Banner's face watching the video, Hulk's
freaked out face is super-imposed over Banner's freaked out
face.
BANNER
Thor, where are we?
THOR
Yeah, about that.
 74.

Banner hears:
GRANDMASTER (O.S.)
It's bad news, bad news today.
Banner rushes over to the windshield. Through it he sees
Grandmaster, his hologram projection towering over the city.
GRANDMASTER
Sakaar, hear ye. Attention please. I
have some bad news. My beloved,
exalted Champion has turned up
missing. Take to the streets.
Celebrate my champion.
BANNER
Who's that?
THOR
He kind of runs the place. You
actually lived in his house.
Back to Banner. A distant, confused stare.
BANNER
I did?
THOR
Yeah. Quite a lot's happened. You
and I had a fight recently.
BANNER
Did I win?
THOR
No, I won. Easily.
BANNER
Doesn't sound right.
THOR
Well, it's true.
GRANDMASTER
It seems that that criminally
seductive Lord of Thunder has stolen
him away.
THOR
Seductive GOD of Thunder. We need to
move.
BANNER
Oh, no. This is bad. This is really,
really bad. Thor, I think I'm
freaking out.
 75.

THOR
No, no, no. Don't freak out. You're
okay. Put these on.
Thor tosses Banner some clothes. Banner looks at them.
BANNER
These are Tony's clothes.
THOR
I know, come on.
BANNER
Is he here?
THOR
No, he's not here. But listen. Just
stay calm, okay? The sun's going
down. The sun's getting really low.
Sun's going down.

48 INT. GRANDMASTER'S CHAMBERS - DAY 48

Loki and Valkyrie are brought before Grandmaster, who has at
least tripled the amount of bodyguards around him.
GRANDMASTER
I'm upset! I'm very upset. You know
what I like about being upset?
Blame. Right now, that's the mindset
that I'm in. And you know who I'm
blaming?
LOKI
Grandmaster, I --
GRANDMASTER
Hey! Don't interrupt me!
Topaz hands the melt stick to the grandmaster.
TOPAZ
Here you go.
GRANDMASTER
Why are you handing me the melt
stick? He was interrupting. That's
not a capital violation.
(refocuses)
My precious champion has come up
missing and its all because of that
Lord of Thunder. It's all because of
him.
 76.

(to Loki)
YOUR brother. Whatever the story is.
Adopted, or complicated. I'm sure
there's a big history.
(to Valkyrie)
And YOUR contender.
LOKI
My dear friend, if you were to give
me twelve hours I could bring them
both back to you.
VALKYRIE
I can do it in two.
LOKI
I could do it in one.
GRANDMASTER
You know what? I woke up this
morning thinking about a public
execution. But for now, I'll settle
for this sweet little "who's gonna
get him first?" So you're on the
clock.

49 INT. GRANDMASTER'S PALACE - DAY 49

Valkyrie exits in a hurry. Loki follows her.

LOKI
What have you done!?
Val reverses position, putting Loki up against the wall.
VALKYRIE
I don't answer to you, lackey.
LOKI
It's Loki. And you will answer to
the Grandmaster.
Loki moves to reverse position again, but Val BREAKS AWAY,
drawing her TWO BLADES. In response, Loki UNSHEATHES two long
Sakaarian daggers. They eye each other, and then FIGHT! A
fast-paced and deadly battle of knives. After a few
exchanges, Val connects a BIG SHOT that SLAMS Loki into the
wall. He scowls.
LOKI
Why would you help my brother escape
with that green fool?
 77.

VALKYRIE
I don't help anyone.
Loki trails off. He sees her wrist markings. A realization.
LOKI
You're a Valkyrie. I thought the
Valkyrie all died gruesome deaths?
Now Val ATTACKS Loki! She gets him up against the wall, her
blade against his throat. She looks ready to kill him.
VALKYRIE
Choose your next words wisely.
LOKI
Terribly sorry. Must be a very
painful memory --

Quick as a rattlesnake, Loki GRABS Val's head and CASTS an

illusion. Val's eyes CLOUD OVER with darkness as we go to:

50 EXT. HELA'S DIMENSION - FLASHBACK 50

A barren black void of death.
The VALKYRIE, in old school Asgardian armor, charge through
the DIMENSIONAL RIFT, an open portal to Asgard and the Nine
Realms. Val witnesses these events as moments frozen in time.
- Reveal Hela in all her glory, black lightning everywhere.
- Dozens of Valkyrie falling through the dark space.
- The Valkyrie's winged horses lay dead on the battlefield.
- Through the open portal we can see the throne of Asgard.
- Hela advancing on the final few Valkyrie, one is Val,
frozen in fear, shell-shocked.
- Hela FIRING black weapons at Val.
- One of Val's sisters DIVING IN at the last second, SHOVING
VAL back through the PORTAL and taking the fatal hit!
- Val lands hard in the Throne room.
- Val scrambling to her feet and trying to re-enter the rift
but it's too late. It closes, the last image she sees is Hela
dealing the final killer blow to her doomed Valkyrie sisters.
 78.

51 EXT. GRANDMASTER'S PALACE - CONTINUOUS 51

We find Val on her knees in front of Loki, trembling from
this visceral memory that she's tried so hard to suppress.
She turns on Loki, raging, and knocks him out.

52 EXT. SAKAAR - STOOP - DAY 52

BANNER sits, groaning, head in his hands. THOR is beside him,
rubbing his back and on the lookout for threats.
THOR
The sun's going down. It's getting
really low. The sun's going down.
It's getting real low.
BANNER
Would you stop saying that!?
THOR
I just need you to stay calm.
BANNER
Calm!? I'm on an alien planet!
THOR
It's just a planet. You've been on a
planet before.
BANNER
Yeah! One!
THOR
Now you've been on two. That's a
good thing. It's a new experience.
BANNER
My neurons, they're firing faster
than my brain can handle the
information. The whole thing is
totally different this time.
(beat)
In the past, I always felt like Hulk
and I each had a hand on the wheel,
but this time it's like he had the
keys and I was locked in the trunk.

THOR
Alright, well, you're back now,
that's all that matters.
BANNER
 79.

No, it's not what matters. What I'm

trying to tell you, is that if I
turn into the Hulk again, Banner may
never come back. And we're stranded
on a planet that is designed to
stress me out.
THOR
We're not stranded, I'm gonna figure
out a way to get us home.
BANNER
Thank you.
THOR
Not your home, though. Asgard.
BANNER
What?
THOR
Listen, my people are in great
danger. You and I, we have to fight
this really powerful being who also
happens to be my sister.
BANNER
Okay, that is so wrong on so many --
I don't wanna fight your sister.
That's a family issue.
THOR
No, she's an evil being.
BANNER
I don't care what she is. I'm not
fighting any more beings. I'm sick
of it. I just told you.
BANNER
If I turn into the Hulk, I am never
gonna come back again. And you don't
care.
THOR
No, no. I'm putting together the
team. The Hulk is the fire.
BANNER
Wait, you're just using me to get to
the Hulk.
THOR
What? No!
 80.

BANNER
It's gross. You don't care about me.
You're not my friend.

THOR
No! I don't even like the Hulk. He's
all like -- "smash, smash, smash." I
prefer you.
BANNER
Thanks.
THOR
But if I'm being honest, when it
comes to fighting evil beings, he is
very powerful and useful.
BANNER
Yeah, Banner's powerful and useful,
too.
THOR
Is he though?
BANNER
How many PhDs does Hulk have? Zero.
How many PhDs does Banner have?
Seven.
THOR
Fine, you don't have to fight
anyone. But we're in danger here, so
we have to move.
Thor grabs a towel from the ground next to him. He puts the
towel over his head.
BANNER
What are you doing with that?
THOR
I need a disguise. I'm a fugitive.
BANNER
I need a disguise.

THOR
You are the disguise.
Banner finds a pair of Stark's sunglasses in his jacket.
BANNER
I'll be Tony Stark.
 81.

THOR
What?
BANNER
Yeah. Tony and the gypsy.
THOR
No, no you're not Tony. You're Bruce
Banner.
BANNER
Then why did you dress me up like
Tony?
THOR
Because you were naked.
BANNER
Okay, I'll give you that.
They stand up. Banner adjusts his crotch.
THOR
What are you doing? Stop doing that!
BANNER
Tony wears his pants super tight!
THOR
Why are you being so weird?
BANNER
I don't know. Maybe the fact that I
was trapped for two years inside of
a monster made me a little weird.
Banner flashes green. Thor calms him down.
THOR
Hey. It's okay. You're good. Calm
down. Come on. Listen, we're gonna
go to Asgard and you're not gonna
have to think about the Hulk ever
again. All right?
BANNER
All right.
WHAP! Banner gets nailed in the face with green paint.
Caught off guard, Thor and Banner are swept off into --

53 EXT. PARADE OF VICTORS - CONTINUOUS 53

 82.

It's a massive street festival where revelers dance and cheer

while throwing powdered paint at each other in celebration of
Hulk! Green EVERYWHERE!
Inside the parade it is total chaos. Thor searches for Banner
as he's PELTED with green powder. Pandemonium. In the crowd
Thor sees a pack of SCRAPPERS on the hunt for the reward.
Thor spots Banner. He surges forward, GRABS Banner, and pulls
him into another alley, but sees Valkyrie is approaching from
down the alley!
THOR
This is bad. Banner! Banner!
Thor pulls Banner back into the crowd. Thor briefly turns to
see that he is no longer holding Banner's, it's the arm of a
SMALL ALIEN who squeals in fright.
Thor sees Banner across the crowd.
Thor MUSCLES his way through the madness, knocking rowdy fans
aside. He reaches Banner and holds him protectively,
awkwardly trying to rub his shoulders.
One of the aliens Thor knocked aside turns out to be a
MASSIVE SCRAPPER. He rears up, turning on Thor and Banner.
WHAM! From out of nowhere, Valkyrie CLOCKS this Scrapper with
a brass knuckle right cross. The Scrapper DROPS.
Thor looks at Val while clutching Banner like a child.
THOR
Hi.
VALKYRIE
Hi.
THOR
I was gonna do that.
VALKYRIE
Yeah, well, I did it first.

THOR
That's good. What are you doing
here?
VALKYRIE
What are you doing here? I thought
you were leaving.
THOR
 83.

I got sidetracked.
VALKYRIE
What's with the --
THOR
It's my disguise.
VALKYRIE
But I can see your face.
THOR
(covers his face)
Not when I do this, you can't.
(then:)
Your hair looks nice. I like what
you did with it. Change it? Washed
it maybe?
Valkyrie just rolls her eyes, takes Thor by the arm.
BANNER
(to Thor:)
What are those things on her eyes?
Are those the people that she's
killed? She's so beautiful and
strong --

54 EXT. SAKAARIAN STREET - MOMENTS LATER 54

Valkyrie escorts Thor and Banner through the street.

VALKYRIE
Who is this guy?
THOR
He's a friend.
BANNER
Who? Me? I'm Bruce.
As Val leads them into Sakaarian apartment building.
VALKYRIE
I feel like I know you.
BANNER
I feel like I know you too.

55 INT. SAKAARIAN BUILDING - HALLWAY - CONTINUOUS 55

Continue down the hallway.
 84.

VALKYRIE
Look, I've spent years in a haze
trying to forget my past. Sakaaar
seemed like the best place to drink
and forget and to die one day.
THOR
I was thinking that you drink too
much, and that probably was going to
kill you.
VALKYRIE
I don't plan to stop drinking, but I
don't want to forget. I can't turn
away anymore. So, if I'm donna to
die, well -- it may as well be
driving my sword through the heart
of that murderous hag.
THOR
Good.
They arrive at a door. Before they enter:
VALKYRIE
Yeah. So I'm saying that I wanna be
on the team. Has it got a name?
THOR
Yeah, it's called the Revengers.
VALKYRIE
Revengers?
THOR
Because I'm getting revenge. You're
getting revenge.
(to Banner:)
Do you want revenge?
BANNER
I'm undecided.
THOR
Okay.
VALKYRIE
Also, I've got a peace offering.

56 INT. VALKYRIE'S APARTMENT - DAY 56

Valkyrie opens the front door, revealing Loki! He is as
restrained as anyone could be, sitting in the middle of the
 85.

apartment with a dozen chains around him.

LOKIE
Surprise.
Thor TOSSES a bottle. It BOUNCES off of Loki's head.
LOKI
OW!
THOR
Just had to be sure.
LOKI
Hello, Bruce.
BANNER
So, last time I saw you, you were
trying to kill everybody. Where are
you at these days?
LOKI
It varies from moment to moment.
Val's apartment is a shithole. Bottles everywhere, blood-
spattered clothes in the corner, a knife in the wall, etc.
Banner gives Thor a look like "she might be crazy." Thor
responds with a "No, she's cool" gesture.

Val lays something on the bed. Unwraps it to reveal AN OLD

ASGARDIAN SWORD. Thor's eyes go wide as she sharpens it.
THOR
Is that -- a Dragonfang?
VALKYRIE
It is.
THOR
My God. This is the famed sword of
the Valkyrie.
VALKYRIE
Sakaar and Asgard are about as far
apart as any two known systems. Our
best bet is a wormhole just outside
the city limits. A nice clean
wormhole outside the city.
VALKYRIE
Refuel on Xandar and be back in
Asgard in around 18 months.
 86.

THOR
Nope. We're going through that one.
Thor points at the nightmare tornado wormhole over the ocean.
VALKYRIE
The Devil's Anus?
BANNER
Wait, whose anus are we going
through?
THOR
For the record, I didn't know it was
called that when I picked it.
BANNER
That looks like a collapsing neutron
star inside of an Einstein-Rosen
Bridge.
VALKYRIE
We need another ship. That would
tear mine to pieces.
THOR
She's right. We need one that can
withstand the geodetic strain from
the singularity.
Banner gives Thor a quizzical look.
BANNER
And has an offline power steering
system that could also function
without the on-board computer.
VALKYRIE
And we need one with cup holders,
because we're gonna die. So, drinks!
BANNER
Do I know you? I feel like I know
you.
VALKYRIE
I feel like I know you, too. It's
weird.
THOR
(to Banner:)
What do you say, doctor? Uncharted
metagalactic travel through a
 87.

volatile cosmic gateway. Talk about

an adventure.
Thor and Banner high five as Val stares at them blankly.
BANNER
We need a ship.
THOR
Need a ship.
VALKYRIE
There are one or two ships, absolute
top-of-the-line models --
LOKI
I don't mean to impose, but the
Grandmaster has a great many ships.
I may eve have stolen the access
codes to his security system.
All eyes turn to Loki. Valkyrie throws her bottle at him. It
smashes above his head.
VALKYRIE
And suddenly you're overcome with an
urge to do the right thing.
LOKI
Heavens, no. I've run out of favor
with the Grandmaster.
LOKI
And in exchange for codes and access
to a ship I'm asking for safe
passage...through the anus.
THOR
You're telling us you can get us
access into the garage without
setting off any alarms?
LOKI
Yes, brother. I can.
BANNER
Okay, can I just -- A quick FYI, I
was just talking to him just a
couple minutes ago and he was
totally ready to kill any of us.
VALKYRIE
He did try to kill me.
 88.

THOR
Yes, me too. On many, many
occasions. There was one time when
we were children, he transformed
himself into a snake, and he knows
that I love snakes. So, I went to
pick up the snake to admire it and
he transformed back into himself and
he was like, "Yeah, it's me!" And he
stabbed me. We were eight at the
time.
Loki suppresses a smile.
VALKYRIE
If we're boosting a ship, we're
gonna need to draw some guards away
from the palace.
LOKI
Why not set the beast loose?
THOR
Shut up.
VALKYRIE
You guys have a beast?
THOR
No, there's no beast. He's just
being stupid. We're going to start a
revolution.
BANNER
Revolution?

THOR
I'll explain later.
VALKYRIE
Who's this guy again?
THOR
I'll explain later.

57 INT. THE ARENA - GLADIATOR CELLS - MOMENTS LATER 57

Korg sits with his cell mates. He's talking to Miek.
KORG
Is that some sort of protoplasm, all
the stuff that's coming out of you?
Or are they eggs? Looks like eggs.
 89.

Suddenly his Obedience Disk POWERS DOWN. No longer glowing.

As Korg stands up, Valkyrie appears at the door to his cell.
VALKYRIE
I'm looking for Korg.
KORG
Who's asking? I know you're asking.
Is anyone else asking, or is it just
you?
Valkyrie tosses him a high-tech rifle.
VALKYRIE
The Lord of Thunder sends his best.
KORG
My revolution has begun --

58 INT. GRANDMASTER'S CHAMBERS - DAY 58

Grandmaster speaks with Topaz who now wears battle armor.
GRANDMASTER
Revolution? How did this happen?
TOPAZ
Don't know. But the Arena's
mainframe for the Obedience Disks
have been deactivated and the slaves
have armed themselves.
GRANDMASTER
Oh! I don't like that word!
TOPAZ
Mainframe?
GRANDMASTER
No. Why would I not like
"mainframe?" No, the "S" word.
TOPAZ
Sorry, the "prisoners with jobs"
have armed themselves.
GRANDMASTER
Okay, that's better.
CHA-CHNK! SOUNDS OF MACHINERY as the whole space starts
moving. A different angle reveals that we are in-
 90.

59 EXT. THE STATESMAN - CONTINUOUS 59

Grandmaster's chambers are actually the oversized cockpit of
a A HUGE RIOT CONTROL SHIP (The Statesman) that can dock
itself indefinitely within the palace!
The Statesman has DISLODGED from the palace and is now
flanked by six smaller Sakaarian peace-keeping ships, all
headed towards the city where RIOTING can be heard.

60 INT. GRANDMASTER'S PALACE - GROUND LEVEL - CONTINUOUS 60

Thor waits as Loki enters codes to a door's security panel.
THOR
Hey, so listen, we should talk.
LOKI
I disagree. Open communication was
never our family's forte.
THOR
You have no idea. I've had quite the
revelation since we spoke last.
The door opens, revealing a bunch of guards. Thor and Loki
heft up two Sakaarian guns.
THOR
Hello!
LOKI
Hi!

Thor and Loki BLAST all the guards, moving to another door.
LOKI
Odin brought us together, it's
almost poetic that his death should
split us apart. We might as well be
strangers now. "Two sons of the
crown" set adrift.
A guard tries to ambush Loki through the door. Thor TAKES OUT
the guard.
THOR
Thought you didn't want to talk
about it?

61 INT. GRANDMASTER'S PALACE - ELEVATOR - CONTINUOUS 61

 91.

Thor and Loki are going up.

LOKI
Here's the thing. I'm probably
better off staying here on Sakaar.
THOR
That's exactly what I was thinking.
LOKI
Did you just agree with me?
THOR
This place is perfect for you. It's
savage, chaotic, lawless. Brother,
you're going to do GREAT here.
LOKI
Do you truly think so little of me?
Thor pauses, considers his brother. Then:
THOR
Loki, I thought the world of you. I
thought we were gonna fight side by
side forever. But, at the end of the
day, you're you, I'm me -- I don't
know, maybe there's still good in
you, but let's be honest, our paths
diverged a long time ago.
Loki is wounded by Thor's willingness to discard him. Masks
his feelings with:
LOKI
It's probably for the best that we
never see one another again.
Beat. Thor pats Loki affectionately on the shoulder.
Hold on Loki. Did Thor just get through to him?
THOR
That's what you always wanted.
Beat. Then:
THOR
Hey, let's do "Get Help."
LOKI
What?
THOR
 92.

"Get Help."
LOKI
No.
THOR
Come on, you love it.
LOKI
I hate it.

THOR
It's great. IT works every time.
LOKI
It's humiliating.
THOR
Do you have a better plan?
LOKI
No.
THOR
We're doing it.
LOKI
We are not doing "Get Help."

62 INT. GRANDMASTER'S PRIVATE GARAGE - CONTINUOUS 62

Multi-tiered platforms with dozens of cool spaceships.
The elevator doors open. Thor supports Loki's weight with
Loki faking a fatal injury.
THOR
Get help! Please! My brother, he's
dying.
A small group of Sakaarian guards turn toward Thor and Loki.
One guard aims his gun at them.
THOR
Get help! Help him!
Thor picked up Loki and flings him at the guards, knocking
them down like bowling pins. Loki stands up and Thor steps to
Loki's side.
THOR
Classic.

LOKI
 93.

I still hate it. It's humiliating.

THOR
Not for me, it's not.
THOR
Which one's the ship she told us to
get?
LOKI
(points)
The Commodore.
The COMMODORE starship. Brand new, solidly built, sleek.
As they walk towards it a DUPLICATE LOKI FORMS and LAGS
BEHIND. The Loki walking with Thor is an illusion.
LOKI
Though I feel it won't make much of
a difference --
We follow the real Loki as he slinks away towards the
security system panel. He activates the panel and brings up a
screen that will set off all the alarms palace-wide!
THOR (O.S.)
Oh, Loki.
Loki turns to see Thor looking not at all surprised.
LOKI
I know I've betrayed you many times
before, but this time it's truly
nothing personal. The reward for
your capture will set me up nicely.
He triggers the alarm.

63 INT. GRANDMASTER'S PRIVATE GARAGE - CONTINUOUS 63

THOR
Never one for sentiment, were you?
LOKI
Easier to let it burn.
But then Loki sees Thor holding up a fob device. Loki
realizes that Thor affixed an Obedience Disk on him in that
heart-to-heart moment.
THOR
I agree.
 94.

BZZZT! Thor ZAPS Loki and HOLDS DOWN the button. Loki HITS
the ground, WRITHING in pain. Thor approaches. Pause.
THOR
Oh brother, you're becoming
predictable. I trust you, you betray
me. Round and round in circles we
go.
Thor continues to "think about it" for a beat while Loki
convulses in agony on the floor. Finally, Thor kneels down:
THOR
See, Loki, life is about, it's about
growth. It's about change. But you
seem to just wanna stay the same. I
guess what I'm trying to say is that
you'll always be the God of
Mischief, but you could be more.
I'll just put this over here for
you.
Thor places the fob on top of the security panel, so close
but so far from Loki's paralyzed reach.
THOR
Anyway, I got places to be so good
luck.

64 INT. COMMODORE SHIP - MOMENTS LATER 64

Thor is seen in the cockpit.
THOR
All right, I can figure this out.
It's just another spaceship.

65 EXT. GRANDMASTER'S PALACE - MOMENTS LATER 65

The massive garage doors OPEN. This sets off BLARING ALARMS
to alert the palace of this unauthorized departure.
The Commodore ship LIFTS OFF from the garage. In the cockpit
Thor pushes forward on the throttle. The ship ZOOMS ahead.
GRANDMASTER
Loyal Sakaarians, Lord of Thunder
has stolen my ship and my favorite
champion. Sakaarians, take to the
skies. Bring him down. Do not let
him leave this planet.
 95.

BELOW: Pilots hastily RUSH to their Palace Patrol ships so as

to pursue the Commodore.
The first two ships out of the garage SWOOP AROUND behind
Thor. The Patrol ships are LOCKING weapons on Thor when BOOM-
BOOM! They are both blown out of the sky by --

66 INT. WARSONG SHIP - SAME 66

Val is all focus, flying and FIRING. Banner sits shotgun.
BANNER
Good shot!

67 EXT. SAKAAR - DAY 67

Thor's ship and Val's ship now ZIP through the city in
tandem. On the horizon we can see the Statesman, the enlarged
Grandmaster, and his Riot Control team raining down hell on
the revolting prisoners.

68 INT. COMMODORE SHIP - CONTINUOUS 68

Thor in the pilot's seat. Val comes in over the radio.
VALKYRIE (V.O.)
Open the doors.
Thor looks over the console. FLIPS a switch.

69 INT. WARSONG SHIP - CONTINUOUS 69

Valkyrie STEERS down, dropping altitude. Her whole ship spins
upside down, yet her cockpit is still right-side up.
VALKYRIE
I hope that you're tougher than you
look.
BANNER
Why?
Val MAXES OUT the throttle. The ship ACCELERATES. When she's
under Thor's ship, Val presses THE EJECT BUTTON! Banner is
LAUNCHED OUT OF THE SHIP!

70 INT. COMMODORE SHIP - CONTINUOUS 70

 96.

Thor at the controls. We hear an incoming scream of

increasing volume. "aaaaaaaaaAAAAAAAAAHHHHHH!!!!!"
THUNK! Banner is SHOT UP into the ship. ROUGH LANDING.
Banner casually lifts his arm up and gives a THUMBS UP.

CLUNK! CLUNK! CLUNK! CLUNK! The ship is being fired upon by

another pursuit vehicle. Banner joins Thor.
BANNER
Shouldn't we be shooting back or
something?
THOR
Yes, we should.
(into the radio:)
Where are the guns on this ship?
VALKYRIE (V.O.)
There aren't any. It's a leisure
vessel.
THOR / BANNER
WHAT?!
VALKYRIE
Grandmaster uses it for his good
times, orgies and stuff.
Thor and Banner look around. The CEILING has MIRRORS ON IT
and the floor is covered in a Sakaarian PERSIAN RUG.
BANNER
Did she just say the Grandmaster
uses it for orgies?
THOR
Yeah. Don't touch anything.
CLUNK! CLUNK! CLUNK! More fire from behind.

71 INT. WARSONG SHIP - THE SAME 71

Val's ship is hit. She rotates the cockpit to face BACKWARDS
and opens fire, taking out the attacking chase-ship.
But now in Val's cockpit -- Sparks. Smoke. Alarms.
In the distance Val clocks the Grandmaster's Riot Ship
raining terror down on the masses. A look of determination as
she pops the HATCH above - her ship is now a convertible.
 97.

72 EXT. SAKAAR - CONTINUOUS 72

Meanwhile, Warsong ZOOMS out from under Thor's ship, still
ACCELERATING. Val has turned her ship into a missile, and its
trajectory is the Grandmaster's Riot Control Ship!
Grandmaster is still taunting his former captives below when
KA-BOOM! Warsong SLAMS into the Statesman, specifically the
Grandmaster's projection! Enlarged Grandmaster stumbles,
struggling to maintain his balance.
Warsong EXPLODES while the Statesman is knocked off kilter
and goes down for a hard landing in the market!

73 INT. COMMODORE SHIP - CONTINUOUS 73

Thor and Banner witness the fiery explosion of Val's kamikaze
flight path!
THOR
No!
Thor experiences a brief instant of heartbreak/devastation
but then notices a spec coming out of the explosion.
THWACK! Val hits the ship's windshield and grabs hold!
Residual smoke wafting off of her.

74 EXT. SAKAAR - THE WASTELANDS - CONTINUOUS 74

Thor pilots the ship out of the city into the Wastelands as
six Sakaarian fighter ships race after them in formation.
The following dogfight will proceed across the Wastelands and
then out over the Sakaarian Ocean.

75 INT. COMMODORE SHIP - CONTINUOUS 75

Val is still on the windshield. GUNFIRE! One of the pursuing
ships WINGS the Commodore, causing it to LURCH.
THOR
Get inside!
VALKYRIE
In a minute!
Val pulls herself up and then RUNS DOWN THE ROOF OF THE SHIP!
Thor and Banner follow the THUMPING of her footsteps.
 98.

76 EXT. COMMODORE SHIP - CONTINUOUS 76

In full sprint, Val LEAPS OFF and LANDS HARD on the lead
Sakaarian ship! Val begins TEARING into the enemy ship with
her bare hands!

77 INT. COMMODORE SHIP - CONTINUOUS 77

Thor and Banner exchange a look. Pause.
THOR
I should probably go and help.
Thor abruptly exits, leaving Banner at the ship's controls.
THOR
Here, take the wheel.
BANNER
No. I don't know how to fly one of
these.
THOR
You're a scientist. Use one of your
PhDs.
BANNER
None of them are for flying alien
spaceships!

78 EXT. THE SAKAARIAN OCEAN - CONTINUOUS 78

Thor LEAPS into the middle of this high-speed dogfight!
These two superhuman Asgardians begin jumping between their
pursuer's ships, taking out guns, engines, and pilots with
their bare hands. It's spectacular and epic.
Thor RIPS out an engine block and uses it to crush a pilot.
Val DRAGS her blades down the entire underbelly of a ship
before BACKFLIPPING to another.
Back and forth they go, even passing each other mid-flight a
few times. One by one the Sakaarian ships GO DOWN.

79 INT. COMMODORE SHIP - SAME 79

Banner is frantically STEERING the ship, doing his best to
dodge all the incoming fire. He peels away and is followed by
Topaz, who is in her own chase-ship.
 99.

Banner notices a button with a little explosion icon.

BANNER
Okay, come on. There's gotta be a
gun on this thing. That looks like a
gun.
Banner PRESSES the button.
The ship's lighting changes, like a disco effect. Weird dance
music BLASTS over the PA, followed by Grandmaster's voice.
GRANDMASTER (V.O.)
It's MY BIRTHDAY! It's MY BIRTHDAY!
It's MY BIRTHDAY.
Banner is so confused. Then we hear FIREWORKS.

80 EXT. THE SAKAARIAN OCEAN - CONTINUOUS 80

MASSIVE PLUMES of powder paint SHOOT OUT of the ship followed
by a huge colorful fireworks display. And then a rainforest's
worth of confetti is dumped from the hull!
Topaz is suddenly in the middle of a party smoke screen! She
tries to fly her way through all the fireworks and streamers,
but ultimately she hits a HARD CRASH LANDING in the ocean.
BANNER
Yeah!
Meanwhile, Thor and Val land together on the one remaining
Sakaarian ship. Val leaks a smile to Thor.
Thor YANKS OFF the cockpit cover, Val TOSSES the pilot, and
together they PUSH FORWARD on the throttle.
The ship SPEEDS FORWARD. Just then Banner pulls the Commodore
back on the scene, hovering above them.
They LEAP UP towards the Commodore's open doors as the ship
CRASHES and EXPLODES behind them!

81 INT. COMMODORE SHIP - CONTINUOUS 81

Thor and Valkyrie join Banner in the cockpit.
VALKYRIE
Guys, we're coming up on the Devil's
Anus!
 100.

82 INT. GRANDMASTER'S GARAGE - DAY 82

KORG and MIEK enter, leading a group of gladiator rebels.
Korg sees and then points to the SUPERCRUISER.
KORG
There she is. Our ticket out of
here. Hey, what's this?
The OBEDIENCE DISK FOB on the ground. He picks it up.
Korg then notices LOKI, TWITCHING and CONVULSING on the
ground. He's barely made any progress towards the fob.
Loki locks eyes with Korg, a desperate and furious plea.
Korg looks at Loki, then at the fob, then back to Loki.
Loki gives Korg a maniacal, pleading look.
Korg gets it. He deactivates the obedience disk.
Loki stands, dusts himself off.
LOKI
Thank you.
KORG
Hey man, we're about to jump on that
ginormous spaceship. You wanna come?
LOKI
You do seem like you're in desperate
need of leadership.
KORG
Why thank you.

83 EXT. THE DEVIL'S ANUS WORMHOLE - CONTINUOUS 83

VALKYRIE
Here we go!
The Commodore ship is swallowed up by the towering nightmare
that is the Devil's Anus wormhole.
The ship's onboard computer SHORTS OUT. Darkness in the
cabin. All around them the hull CREAKS. Under strain.
The commodore heads toward the end of the wormhole. Debris
flies past the camera.
 101.

Thor, Val, and Banner all look like they are in extreme pain,
as there's great concern the ship could be torn apart.

84 EXT. ASGARD - PLAZA - DAY 84

SKURGE ADDRESSES A CROWD OF ASGARDIANS. HELA BEHIND HIM
leaning against FENRIS, her GIANT WOLF.
SKURGE
Asgardians, some misguided soul has
stolen the Bifrost sword. Tell us
where it is, or there will be
consequences. Bad ones.
We are now in the smoking ruins of Asgard. 100+ Asgardians
have been forced to line in a large piazza, all exhausted,
all scared. Patrolling the perimeter are Hela's Butchers.
SKURGE
Well?
Hela points to an Asgardian woman off camera.
HELA
You.
Hela's butchers approach the crowd and find the Asgardian
woman. Skurge closes his eyes and looks downward.
ASGARDIAN CITIZENS
No! Stop!
Hela's butchers pull the Asgardian woman to the steps. They
shove her and she falls tot he floor. The woman is on her
hands and knees as Skurge turns to her. She trembles as
Skurge holds his battle axe with both hands.
HELA
Well? Executioner?
ASGARDIAN MAN
Wait! I know where the sword is.

85 EXT. THE DEVIL'S ANUS WORMHOLE - DAY 85

The Commodore nears the end of the wormhole and is SPIT OUT
into the calmness of outer space.

86 INT. COMMODORE SHIP - CONTINUOUS 86

 102.

Banner, Thor, and Valkyrie are all unconscious. Banner wakes

up and looks outside, the stars reflected in the windshield.
Thor and Valkyrie wake up. Outside they see THE REALM OF
ASGARD, a flat city in the middle of an island floating in
space.
VALKYRIE
(mixed emotions)
I never thought I'd be back here.
The ship descends into the clouds above Asgard.

BANNER
I thought it'd be nicer. I mean, not
that it's not nice. It's just, it's
on fire.

THE SHIP CLEARS THE CLOUDS TO REVEAL ASGARD IN RUINS. A

DEVASTATED GHOST TOWN. FIRES, WRECKED BUILDINGS, DEAD
SOLDIERS. IT LOOKS LIKE ALL HOPE IS LOST.
VALKYRIE
Here, up here in the mountains.

A PROJECTED MAP ON THE CONSOLE SHOWS THE MOUNTAIN WHERE THE

STRONGHOLD IS LOCATED. THERE IS A RED DOT IN THE MOUNTAIN,
INDICATING WHERE THE ASGARDIAN CITIZENS ARE.

VALKYRIE
Heat signatures. People clustered
together. Hela's coming for them.

THOR
Okay, drop me off at the palace and
I'll draw her away.

VALKYRIE
And get yourself killed?

THOR
The people trapped down there are
all that matters. While I'm dealing
with Hela, I need you two to help
get everyone off Asgard.
BANNER
How the hell are we supposed to do
that?
THOR
I have a man on the ground.
 103.

87 INT. ASGARD - STRONGHOLD - DAY 87

Heimdall looks to the Asgardian Citizens.

HEIMDALL
Asgard. She's here.

88 EXT. PALACE - PLAZA - DAY 88

Valkyrie is helping Thor load a MASSIVE ASGARDIAN BLASTER
into the side of the Commodore.

THOR
Now the ship has guns.

VALKYRIE
I'll take it from here.
Thor produces a bundle of FABRIC WITH GOLD AND WHITE PLATING.

THOR
I found this in the armory.

Val immediately recognizes its significance. She doesn't want

to be affected by this gesture, but can't help it.
They share a look as the Commodore lifts off into the air.
Before she's out of earshot, Val calls down:
VALKYRIE
"Your majesty." Don't die. You know
what I mean.
The Commodore flies away, leaving Thor on the balcony.

89 INT. THRONE ROOM - CONTINUOUS 89

Thor's footsteps ECHO through the empty space. He sees the

items from the vault scattered beside the throne.
Thor sees a chunk of plaster from the dismantled fresco. He
picks it up and sees that this piece of fresco bears a
portion of his own face. Thor then looks up, off camera.
His eyes go wide. He looks up at the ceiling where his
painting used to be and finds the original which depicts Odin
and Hela conquering the nine realms, with Hela's butchers all
around them. Hela holds Mjolnir.

90 EXT. ASGARD - MOUNTAIN RAVINE - DAY 90

 104.

Hela, cowl & headdress on, stands with Skurge outside of the
mountain stronghold where Heimdall is hiding the refugees.
Hela raises her arms and FIRES LONG THIN BLACK LANCES, which
BURROW into crevices on the mountainside. From here, we TILT
UP, looking straight at the sky.
With the lances in place, Hela bears down. Summoning all her
focus and energy, she begins to VIBRATE this manifestation of
her powers, PUNCTURING crevices and splitting rock apart.
The whole mountain begins to RUMBLE.

91 EXT. ASGARD - MOUNTAIN STRONGHOLD - SAME 91

CRACK! Hela RIPS OPEN THE SIDE OF THE MOUNTAIN!

There is an avalanche of rock and debris. The mountain around
the doors completely destroyed, the doors fall across the
ravine, creating a bridge for Hela and Skurge. Hela waits
patiently for the dust to settle and sees an empty
stronghold. No sign of Heimdall or the refugees.

92 EXT. SECRET MOUNTAIN PATH - SAME 92

Heimdall leads the migration of refugees out the other side

of the mountain onto a secluded mountain path.
HEIMDALL
We must keep moving! Go to the
Bifrost!

93 INT. COMMODORE - DUSK 93

Banner flies the Commodore out across the city.

Val puts on her gloves, cuff on her forearm, boots, and

breastplate. She grabs her dragonfang sword and puts it at
her side. Val mans the Blaster, and we see that she's changed
into the CLASSIC WHITE & GOLD VALKYRIE ARMOR (Thor's gift).
Bad ass.

94 EXT. MOUNTAIN STRONGHOLD - DUSK 94

Hela is about to throttle Skurge when A LOUD GONG SOUND. It's
coming from far away, but the deep note resonates across the
land. GONG-GONG-GONG-GONG!
Hela looks to the Palace, her eyes narrowing with rage.
 105.

95 INT. THRONE ROOM - CONTINUOUS 95

Find Thor on the throne holding GUNGNIR - THE KING'S SPEAR,
Odin's signature spear. SLAMMING the butt of it on the
ground. GONG. GONG.
Hela steps into the throne room. Headdress & cowl off.

Thor stops the GONGING when he sees Hela.

THOR
Sister.
Smiling, Hela gradually crosses the huge space towards Thor.

HELA
You're still alive.
THOR
I love what you've done with the
place. Redecorating, I see.
HELA
It seems our father's solution to
every problem was to cover it up.

THOR
Or to cast it out.
(then:)
He told you you were worthy. He said
the same thing to me.
Angle on Hela in the frescos, fighting with Mjolnir.

HELA
You see, you never knew him, not at
his best.
(nostalgic sigh)
Odin and I drowned entire
civilizations in blood and tears.
Where do you think all this gold
came from? And then one day he
decided to become a benevolent king.
HELA
To foster peace, to protect life.
(with teeth)
To have you.

THOR
I understand why you're angry. And
you are my sister, and technically
have a claim to the throne. And
believe me, I would love for someone
 106.

else to rule. But it can't be you.

You're just -- the worst.

Hela puts on her headdress.

HELA
Okay, get up. You're in my seat.

THOR
(standing up)
You know, Father once told me that a
wise king never seeks out war.
HELA
But must always be ready for it.

They CHARGE each other.

96 EXT. RAINBOW BRIDGE - SAME 96

Heimdall leads the refugees out onto the bridge.

But then he stops. Sensing something.

At the far end of the bridge is FENRIS! The massive war wolf
is guarding the observatory!
HEIMDALL
Go back!

The refugees turn to retreat. Fenris CHARGES!

GUNFIRE FROM ABOVE!

The Commodore swoops onto the scene, Valkyrie manning the

blaster and FIRING on Fenris, who stops his charge.

As the refugees retreat, they come to a stop because SKURGE

IS LEADING AN ARMY OF BUTCHERS BEHIND THEM!

Heimdall and the refugees are now trapped on the bridge

between Fenris and Skurge!

97 INT. THRONE ROOM - CONTINUOUS 97

Hela and Thor fight, Hela wielding twin black blades.

They CLASH and Thor BLOCKS an attack with Gungnir. They are
face to face, Hela glaring at Thor.
HELA
To be honest, I expected more.
 107.

Hela DISARMS him, sending Gungnir CLATTERING across the room.

Hela strikes out sending Thor FLYING hard into a wall.

98 EXT. RAINBOW BRIDGE - SAME 98

Hela's butchers stand behind Skurge.

SKURGE
Heimdall! The sword!

The Butcher army CHARGES

Val and Banner hold the remaining Butchers off with GUNFIRE.

Heimdall is looking toward the palace, concern for Thor. But

his attention soon goes back to protecting the mass of
humanity behind him. He looks out to the Observatory

HEIMDALL
We must cross now! To Bi-Frost!

Heimdall leads the refugees out onto the bridge.

99 INT. THRONE ROOM - CONTINUOUS 99

Hela PINS thor against the wall.

HELA
Here's the difference between us.
I'm Odin's firstborn, the rightful
heir, the savior of Asgard.
(beat)
And you're nothing.
Hela PROJECTS a large spiked lance, Thor barely rolls out of
the way before it PUNCTURES the wall.
Thor HEADBUTTS Hela. It does nothing. Hela responds with her
own HEADBUTT. It does a lot.

HELA
So simple. Even a blind man could
see it.

Hela RAKES a black-clawed hand across Thor's face. In doing

so, she RIPS OUT ONE OF HIS EYES!

HELA
Now you remind me of Dad.

100 EXT. RAINBOW BRIDGE - SAME 100

 108.

Asgardians CLASH with Hela's Butchers.

Valkyrie keeps raining down fire on Fenris, but it is doing

no real damage. Just pissing the wolf off.
Fenris shakes off the bullets and resumes CHARGING.

Heimdall sees Fenris charging and steps out in front of the

refugees with his sword, preparing for the worst.

101 INT. COMMODORE SHIP - SAME 101

Valkyrie gives up shooting.

VALKYRIE
This stupid dog won't die!

Banner looks down at the carnage below. Makes a decision.

He gets up and heads for the bay doors.

BANNER
Everything's going to be okay. I got
this. You want to know who I am?

VALKYRIE
What the hell are you talking about?

BANNER
You'll see.
Banner LEAPS out of the ship!

102 EXT. RAINBOW BRIDGE - CONTINUOUS 102

Banner soars through the air. It's an awe-inspiring image as

we follow Banner's trajectory downwards. His face is
determined, arms churning, ready to Hulk out except it
doesn't happen. Worry washes over his face.
SPLAT! Banner FACEPLANTS on the bridge, seeming to break
every bone in his body. He looks dead.

Pause. Fenris SNIFFS him curiously. We notice one vein on

Banner's neck PUMPING GREEN. Then Banner suddenly EXPLODES UP
as THE INCREDIBLE HULK, UPPER-CUTTING Fenris in the jaw! Hulk
is now in a wrestling match with a beast four times his size,
the two of them go TUMBLING into the water below.

103 EXT. PALACE BALCONY - SAME 103

 109.

Hela has Thor by the throat. She lifts him up to look over
the balcony's ledge.
HELA
You see? No one's going anywhere.
(then:)
I'll get that sword even if I have
to kill every single one of them to
do it.

Thor looks down. Distraught. Heartsick.

104 EXT. RAINBOW BRIDGE - CONTINUOUS 104

Val pilots the Commodore towards the battle on the city side
of the bridge. Skurge's battlion of Butchers surge forward
BOOM! Val LANDS the Commodore on top of them, SKIDDING across
the bridge, CRUSHING the front line of the Butchers, and
KNOCKING Skurge aside. The impact triggers the party
function, setting off PARTY MUSIC and a FIREWORKS DISPLAY.

Val emerges from the ship in full battle mode. Behind her,
the Commodore FIREWORKS provide a spectacular HERO BACKDROP.

She draws DRAGONFANG and smiles as Butchers begin swarming

towards her. She is where she needs to be.

Meanwhile, the Asgardians huddle together, packed so tight

that some begin to fall off the side of the bridge, loved
ones grabbing them and pulling them back up. There's no hope.

Heimdall FIGHTS off Butchers, but gets KNOCKED DOWN. Just as

it looks like he's about to take a killing blow BAM! The
Butcher is BLASTED.

Korg steps into frame, holding the blaster!

KORG
Hey man. I'm Korg. This is Miek.

Miek steps into frame, waving.

KORG
We're going to jump on that
spaceship and get out of here. Want
to come?

Heimdall is beyond confused, but then a LOUD NOISE. Hela

looks down to see EMERGING FROM THE THICK LOW-HANGING FOG IS
LOKI! Resplendent in horns, arms spread wide, seeming to
float towards the bridge like a mythical angel of mercy.
LOKI
 110.

Your savior is here!

The fog dissipates around him, revealing that Loki's standing

on THE GRANDMASTER'S SUPERCRUISER! For reasons that will
become clear, we will henceforth call this ship THE ARK.

And Loki is not alone. He's brought along all the prisoners
from the Contest of Champions. Armed with gladiator weapons.

The Ark slows to a stop at the middle of bridge.

ABOVE: Even with Hela's hand on his throat, Thor can't help
but smile at the sight of Loki. Hela however sneers.
HELA
That little shit.

BELOW: Loki and the Sakaarian gladiators JUMP OFF the Ark and
onto the bridge, joining the fight against Hela's forces.

LOKI
Did you miss me? Everybody on that
ship, now.

The Asgardian refugees begin POURING onto the ark. The only
way onto the Ark is a narrow plankway, so there is an
immediate bottleneck effect - thousands of frightened people
all pushing for a chance at salvation. It's mayhem.

Loki walks through the crowd to Heimdall.

HEIMDALL
Welcome home. I saw you coming.
LOKI
Of course you did.
Loki joins Heimdall and the gladiators in fending off Hela's
encroaching minions.

105 EXT. PALACE BALCONY - SAME 105

Hela is perturbed, but not enraged. She turns her gaze back
to Thor for a final farewell.
HELA
A valiant effort, but you never
stood a chance.
Thor looks up from his friends protecting his people as they
frenziedly board to Ark to the twilight stars coming out over
Asgard. There's a glimmering of stardust in the sky.
 111.

HELA
You see? I'm not a queen, or a
monster.

FLASH: PUSH IN ON ODIN AT THE CLIFFS.

HELA
I'm the Goddess of Death.

FLASH: PUSH IN ON ODIN AT THE CLIFFS.

HELA
What were you the God of again?
As Hela digs two blades into his chest, Thor SCREAMS --

And everything goes SILENT. SKY. We PAN DOWN to --

106 EXT. CLIFFS - DAY 106

-- where we find Thor (dressed and injured as he was on the
balcony), back in the sweeping fields where we met Hela for
the first time.
ODIN (O.S.)
Even when you had two eyes you were
only seeing half the picture.
Thor turns to see his father, sitting where we last saw him.
Thor falls to his knees.

THOR
She's too strong. Without my hammer
I cannot --

ODIN
Are you Thor, God of Hammers?

Thor looks up, meeting his gaze.

ODIN
That hammer helped you control your
power, focus it. But it was never
the source of your strength.

Odin stands, as does Thor.

THOR
It's too late. She's already taken
Asgard.
ODIN
 112.

Asgard is not a place. Never has

been.
(gestures around him)
This could be Asgard. It is wherever
our people stand. And right now
those people need you.

Odin turns to go.

THOR
I'm not as strong as you.

ODIN
No. You're stronger.

As Odin turns to leave, a SHADOW in the shape of HELA'S

HEADDRESS falls across him. He looks up and we are --

107 EXT. PALACE BALCONY - CONTINUOUS 107

Thor looks up to the sky.

She digs the blades deeper into Thor's chest. He groans in

pain. Everything DARKENS as BLACK CLOUDS gather overhead.
HELA
Tell me brother, what were you the
God of again--?

CLOSE ON Thor's clenched fist, small arcs of electricity

forming.
THE LOUDEST CRACK OF THUNDER YOU'VE EVER HEARD! In an
instant, Thor and Hela are ENGULFED in a bolt of lightning!!
KA-BOOM! Hela is BLASTED OUT of the lightning and sent
CRASHING into the streets of Asgard. Her costume is tattered,
the black extensions of her power hanging off her body in
some places. She appears to be unconscious!
All around Asgard, EVERYONE looks up at this massive strike.

108 EXT. RAINBOW BRIDGE - OBSERVATORY SIDE - CONTINUOUS 108

BOOM! Thor LANDS HARD on his feet. Muscles swollen, veins

pulsing with electricity. A living storm.

Thor DIVES INTO THE FRAY. He moves like a bolt of lightning,

SURGING through the army of Butchers in quick SLASHING JOLTS.

109 EXT. RAINBOW BRIDGE - CITY SIDE - SAME 109

 113.

Valkyrie CHARGES into the ocean of Butchers. Wielding

Dragonfang, backlit by the POPS of fireworks.

110 EXT. RAINBOW BRIDGE - HERO SHOT - CONTINUOUS 110

Moving across the entire epic battle.

On the city side, Valkyrie CUTS A SWATHE through the

relentless onslaught of Butchers. Heavy damage.

At the middle of the bridge, Heimdall helps load the fleeing

Asgardians onto the Ark.
Within the melee are Loki, Korg and the Sakaarians. Loki
SLASHES through Butchers wielding his two long daggers.
In the water below, Hulk and Fenris WRESTLE in an colossal
clash of FISTS, CLAWS, and TEETH.
Beyond that, Thor is wielding electrified weapons and
BLASTING entire packs of Butchers off the bridge!

Lost in the chaos is Skurge, who sees the tides turning. He

throws down his axe and blends into the crowd.

111 EXT. ASGARD - WATER BELOW - CONTINUOUS 111

Fenris has Hulk in his mouth, underwater. Trying to drown the
green goliath!
Fenris' teeth PUNCTURE Hulk's skin. He BELLOWS, THRASHING.

Hulk winds up and SLAMS Fenris in the snout!

Fenris snaps back, revealing that THEY'VE REACHED THE REALM'S
EDGE!

Fenris is knocked off, plummeting off of Asgard into space.

Hulk grabs hold of the slippery rocks, desperately trying to

climb back as water pours down on him.

112 EXT. THE ARK - SAME 112

Asgardians continue RUSHING onto the ship.

In the crowd we find Skurge! He's thrown a cloak over himself

and is sneaking in amongst the refugees.

113 EXT. RAINBOW BRIDGE - CONTINUOUS 113

 114.

Our heroes have drastically thinned down the herd of

Butchers.

It's pandemonium. The Ark's engines are deafening, but you

can still hear the sound of terrified people SCREAMING.

Thor helps Loki to his feet.

THOR
You're late.

LOKI
You're missing an eye.

Valkyrie finishes off a handful of enemies, but then notices

something. She WHISTLES to get the others' attention.
VALKYRIE
This isn't over.
All around the bridge, our heroes look to see Hela arriving
at the far side of bridge. She is seething with power, a
vision of death.
Having just come out of this huge battle, they are all weary
and nursing injuries. Loki and Val are hurting worse than
Thor.
Hela walks towards them. Menacing and deliberate.

Thor, Loki, and Val step forward to protect the Asgardians.

They huddle together.

THOR
I think we should disband the
Revengers.

LOKI
Hit her with a lightning blast.

THOR
I just hit her with the biggest
lightning blast in the history of
lightning. It did nothing.

VALKYRIE
We need to hold her off until
everybody's on board.
THOR LOOKS AT THE PEOPLE BOARDING BEHIND HIM.

THOR
 115.

It won't end there. The longer

Hela's on Asgard the more powerful
she grows. She'll hunt us down. We
need to stop her here and now.
VALKYRIE
What's our move?
LOKI
I'm not doing "Get help."

Thor sees Hela approaching. He sees the palace behind her. He

comes to a realization.

THOR
Asgard's not a place, it's a people.
(then)
This was never about stopping
Ragnarok -- it was about causing
Ragnarok.
(to Loki:)
Go to the vault. Surtur's crown.
It's the only way.
LOKI
(impressed)
Bold move, brother. Even for me.
Loki runs off, leaving Thor and Val to deal with Hela.

THOR
Shall we?

VALKYRIE
After you.

Thor ATTACKS. They CLASH, kicking off this monumental

confrontation. Hela manifests pitch black weapons to attack
Thor, but Thor is conjuring powerful bolts of electricity
with the same speed and ferocity.

Just as Thor is surging with newfound lightning powers,

Hela's powers seem to be enhanced as well.

The battle is relentless and fast-paced. Thor is holding his

own against Hela. Maybe they can win this thing.
After several fearsome exchanges, Hela PUNCTURES his shoulder
and then DARTS past him with startling speed.
Undeterred, Thor RUSHES Hela again. Valkyrie joins in,
forcing Hela to fight them both.
 116.

114 EXT. THE ARK - SAME 114

While the Asgardians still scramble to get on board above

find the Commodore ship, swooping down below the bridge.

115 INT. COMMODORE SHIP - CONTINUOUS 115

BC140
Find Loki in the pilot's seat.
LOKI
This is madness.

The ship ACCELERATES towards the palace of Asgard.

116 EXT. RAINBOW BRIDGE - CONTINUOUS 116

Thor continues FIGHTING Hela while Valkyrie BLOCKS Hela's
attempts to spear the Asgardians from afar.

Hela isn't landing any fatal blows, but she's carving Thor up
and making steady progress towards the Ark.

However, the Asgardian refugees finally make it aboard. An

injured Heimdall, Korg, and Miek are the last to get on.

Thor and Heimdall make eye contact. Thor calls out:

THOR
GO! GO NOW!

As the Ark's engines begin to POWER UP Hela HARPOONS Thor. He

goes down, grimacing in pain.

Hela begins to CONJURE AN ENORMOUS MANIFESTATION OF HER

POWERS, A GIANT BLACK SPIKE FROM THE BEDROCK OF ASGARD THAT
STABS THE ARK AND PREVENTS IT FROM LEAVING!

Butchers begin to scramble up onto the Ark!

117 EXT. ARK - CONTINUOUS 117

The refugees REACT IN TERROR as the Butchers begin CLIMBING

from the bridge to the Ark. In the frightened crowd we find-

-Skurge, still cloaked. He sees innocent Asgardians huddled

together, trying to protect their families. He's having a
crisis of conscience. An epiphany.

118 INT. ODIN'S VAULT - SAME 118

 117.

LOKI rushes in and picks up Surtur's skull.

As he walks towards the Eternal Flame, The Tesseract draws

his attention. Tempting him.

119 EXT. THE ARK - CONTINUOUS 119

The first wave of Butchers arrives on board, heading straight
for a cowering family. Just as they're about to be killed --
POW! POW! POW! The Butchers fall dead.

Everyone turns to see SKURGE, now uncloaked, wielding his two

M-16s from Texas.

SKURGE
For Asgard.
Skurge runs forward, LEAPS off the Ark, and LANDS on the
bridge right where all the Butchers are coming to life.
BLASTING AWAY the Butchers before they can get aboard.

Behind Skurge, the Ark begins to LIFT OFF.

Skurge keeps FIRING and then --

SKURGE
HELA!
Hela turns to see Skurge blasting his way through her
Butchers, trying to make his way to her.
Disappointed, Hela FIRES a blade through Skurge's heart.

Skurge has been killed but the Ark now ASCENDS unfettered.

120 INT. ODIN'S VAULT - SAME 120

LOKI places Surtur's skull in the Eternal Flame.

LOKI
With the Eternal Flame, you are
reborn.

As the fire CRACKLES, Surtur's skull begins to GROW.

121 EXT. RAINBOW BRIDGE - CONTINUOUS 121

Hela has Val in her clutches, but her focus is on the

aftermath of Skurge's last stand and the Ark's subsequent
 118.

escape. She's furious, about to unleash hell when-

THOR (O.S.)
HELA! Enough!

Hela turns to see Thor, having yanked out the harpoon and it
looks like he's laying down his sword!

THOR
You want Asgard? It's yours.
HELA
Whatever game you're playing, it
won't work. You can't defeat me.
THOR
No, but he can.
KA-BOOM! EXPLODING through the roof of the palace is SURTUR!

This is a different Surtur than the opening. He is slowly but

steadily GROWING in size, and he carries with him a massive
flaming sword, which GROWS as well.

Surtur's arrival literally SHAKES the bedrock of Asgard,

causing FISSURES to spiderweb all around him, and DISLODGING
some of the foundation on the bridge and around the palace.

Hela's eyes go wide. She wasn't expecting this.

HELA
No -- NO!

122 EXT. RAINBOW BRIDGE - CONTINUOUS 122

In the background the Ark continues its ascent, now high up

above the city.

Hela's attention is on Surtur as the palace COLLAPSES around

him. So she is unprepared for SHLNK! Mustering up all her
remaining strength, Val DRIVES Dragonfang through Hela's
chest, effectively PINNING her to the bridge.
Refocused on Val, Hela goes to deliver a death blow when Thor
BOLTS forward! He PULLS Val from Hela's clutches.

Thor turns and FIRES LIGHTNING INTO DRAGONFANG, which

DISLODGES the section of the bridge that Hela is pinned to!

The ground beneath Hela BREAKS FREE and she goes FALLING down
into the expanding fissure in Asgard's bedrock.
 119.

Badly injured, Thor and Valkyrie look up to see Surtur

INCREASING in size, now towering over the palace.
SURTUR
Tremble before me Asgard, for I am
your reckoning!
Surtur swings his sword, destroying an entire city block.
THOR and VALKYRIE look up.
VALKYRIE
The people are safe. That's all that
matters.
THOR
We're fulfilling the prophecy.
VALKYRIE
I hate this prophecy.

THOR
So do I, but we have no choice.

In the background, Hulk hops up onto the bridge. Looks

around, zeroing in on Surtur.
SURTUR
Surtur destroys Asgard, he destroys
Hela so that our people can live.

Hulk CHARGES behind them, still unseen by Thor and Val.

THOR
We need to let him finish --
(finally sees Hulk)
No!
HULK LEAPS UP AND LANDS ONTO SURTUR'S FACE and begins
POUNDING the fire giant with furious punches!
THOR
Hulk no! Stop it you moron!!

It's not doing much damage, but the shock of it plus Hulk's
impact makes Surtur take a destructive step back.

Hulk is trying to rip out one of Surtur's horns when Surtur

reaches up and GRABS HIM with a giant fiery hand.
Surtur HURLS Hulk away from him. Sends him CRASHING DOWN.

Hulk stumbles to his feet, dazed and SMOKING. After gathering

his bearings, Hulk gets REALLY ANGRY and heads back towards
Surtur for round two, bu t--
 120.

THOR
Hulk, just for once in your life,
don't smash!

HULK
But -- big Monster.

VALKYRIE
Hulk! Let's go.
Hulk stops. Looking between Surtur and Thor & Val. This is a
real Sophie's Choice for Hulk. On the one hand, he really
wants to kill that thing. On the other hand --
HULK
Friends.
Hulk PICKS UP Thor and Valkyrie. He then squats down, and
LEAPS WITH ALL HIS MIGHT! The trio SHOOTS UP into the night
sky like a rocket blasting off. Their trajectory is heading
right at the Ark as it reaches the lower orbit of Asgard.

123 EXT. ARK - PLATFORM - CONTINUOUS 123

Hulk lands gently, as though he were stepping out of bed. He
casually DROPS Thor and Val, both exhausted.

124 EXT. ASGARD - SAME 124

A bird's eye view shows TOTAL CARNAGE AND MADNESS on Asgard.

Surtur has grown to EXTINCTION LEVEL SCALE. SLASHING AWAY at
the landscape below, when suddenly A MASSIVE BLACK SPIKE
EXPLODES FROM THE WATER AND SLAMS INTO SURTUR'S CHEST!
From beneath the water, Hela EXPLODES back onto the scene,
riding a huge spiked manifestation of her powers.
She's going for Surtur. ATTACKING with all her might.

Surtur winds up, holding his sword above his head.

SURTUR
I am Asgard's doom!!
True to his word, Surtur fulfills his destiny and DRIVES HIS
SWORD THROUGH HELA AND INTO THE HEART OF ASGARD!

125 INT. THE ARK - MAIN CABIN - SAME 125

Everyone watches as Surtur drives his sword through Asgard.

 121.

KORG
The damage is not too bad. As long
as the foundations are strong, we
can rebuild this place. It will
become a haven for all people and
aliens of the universe --

When the fiery sword touches the crystalline base of Asgard

there is a VIOLENT DETONATION OF ENERGY!

A CATACLYSMIC EARTHQUAKE! The entire realm is SPLIT IN TWO!

In an instant, Thor's home is BLOWN TO PIECES.

Asgard is gone.
KORG
Nope, those foundations are gone.
Sorry.
Stay on Thor as he processes the decisions he's made.

THOR
What have I done?
Heimdall joins him.

HEIMDALL
You saved us from extinction. Asgard
is not a place, it's a people.

126 EXT. SPACE - INDETERMINATE TIME 126

The Ark cruises among the chaos that once was Asgard.

127 INT. THE ARK - CAPTAIN'S QUARTERS 127

Thor looks at his reflection in a mirror. His wounds are
bandaged, including his now missing eye. His armor is clean.

Thor takes a beat, as though trying to get used to the sight

of the man looking back at him.

LOKI (O.S.)
It suits you.
Thor turns to reveal Loki standing by the door. A smile.

THOR
Perhaps you're not so bad after all,
brother.
 122.

LOKI
Maybe not.

THOR
Thank you, Loki.

Thor picks up a soap dish.

THOR
And if you were here, I might even
give you a hug.
Thor THROWS the dish at Loki. Loki catches it.

LOKI
Do we have to hug now?

Thor smiles.

128 INT. THE ARK - SPACE 128

The giant cruiseliner is gliding through space, the twinkling

of stars all around it.

129 INT. THE ARK - MAIN DECK 129

Thor steps out onto the main deck to see an assembly of both
Asgardian and Sakaarian refugees awaiting their King.
Thor looks over his people and begins to walk through the
crowd. His subjects part, allowing him through.

It is the antithesis of the opening coronation from the first

THOR movie. The people aren't cheering and lauding him, but
rather they are smiling. Humbly bowing. Grateful.

And Thor isn't acting arrogant. Not trying to show off any
swagger. He is stately. A contemplative and dignified king.

At the end of the procession, Hulk, Loki, Valkyrie, and

Heimdall stand next to the CAPTAIN'S CHAIR.

VALKYRIE
Your throne.
Pause. Reluctant acceptance. Thor sits down.

Flanking him on opposite sides are Valkyrie and Heimdall.

Behind/towering above them is the Hulk. Loki joins them.

HEIMDALL
 123.

So, King of Asgard.

Thor turns around to see THOUSANDS OF PEOPLE staring back,

silently awaiting word from their new King. Now feeling the
true weight of the crown, Thor takes a moment... and then:

HEIMDALL
Where to?

THOR
I'm not sure. Any suggestions? Miek,
what's your home planet?

Angle on Korg, who is holding Miek (sans robot exoskeleton).

KORG
Oh, Miek's dead. I accidentally
stepped on him on the bridge, I've
just felt so guilty I've been
carrying him around all day --

Miek WRIGGLES to life. Korg lights up.

KORG
Miek, you're alive! He's alive
everyone! What was your question?
Thor looks forward, taking charge of this one.

THOR
Earth it is.

CUT TO BLACK.
THE END.

130 INT. THE ARK - DAY 130

THOR and LOKI look out the window.

LOKI
Do you really think it's a good idea
to go back to Earth?

THOR
Sure! They love me there.

LOKI
Let me rephrase: Do you really think
it's a good idea to bring me back to
Earth?
Thor smiles, getting it. Pats Loki on the shoulder.
 124.

THOR
Probably not. But don't worry,
brother -- I've got a feeling that
everything's going to work out.

Then through the window, they see THE MASSIVE FORM OF

SANCTUARY-2, THANOS' WARSHIP approaching.

131 EXT. THE ARK - SAME 131

A wider view allows us to see all of Sanctuary-2, dwarfing
the Ark in size.

END.