Nick Fury: Lasers, powered flight, phenomenal shielding, and sensors that could find a Democrat in Texas. You put all this effort into coming up with this stuff, and now you're going to hand it over to my tech guys? I mean, why?
Tony Stark: I know what that stuff can do, Fury, and... I don't know... I just felt like giving something back, doing some good, you know?
Nick Fury: More than you may ever know, Monopoly Man.
Nick Fury: Vodka and Orange? It's ten in the morning Tony.
Tony Stark:(cheerfully) Not in Moscow, old boy. Cheers!
(Steve Rogers and Nick Fury are awaiting outside at Bucky and Gail Richards' home)
Steve Rogers: Listen, I'm really sorry about breaking your nose back there, General Fury.
Nick Fury: Take it easy, Cap. This nose has been smashed more times than Robert Downey Junior. It's you we're worried about right now, soldier. Are you absolutely sure this is the right time to put yourself through something like this, man?
Steve Rogers: Sir, I just found out my fiancee's married to my old best friend and they've got four kids and seven grandchildren. Let's be realistic here; there's never going to be a good time.
Nick Fury: [On the Hulk] According to the sat-pics, he'd murdered dozens of people, drunk a truck full of beer and, right now, looks like he's stealing a huge pair of pants from a fat corpse, Giant Man. You imagine what he's gonna do when he catches that girlfriend of his with Freddie Prinze Jr.?
Thor: Take a look around you, Captain... your world is being bled dry while your people grow dull-eyed and hypnotized by reality TV and Playstation 2. I'm here to wake you all up again before mankind sleep-walks their way into oblivion.
Bruce Banner: One of the nurses told me they were having a remembrance service this morning for all the people I killed in New York, Doctor Brankin. They said they weren't supposed to tell me any details because stress aggravates my condition, but they wanted me to feel the pain because one of them lost a niece. Is it true I murdered over three hundred people?
Hawkeye: A few years back, S.H.I.E.L.D. was just you, me and a drinks tab trying to bring me down the Soviet Union. Now you're sending sending thunder gods up against aliens and telling Captain freakin' America what to do. It's just too cool for words.
Herr Kleiser: I hope you were not feeling optimistic about this mission, Captain America. Because it is over, you know. You have failed this time. That little party of hijackers you were leading has been torn to shreds and our junior officers are already stealing their wedding rings and pocket watches. The parts for this super weapon we are helping the Nazis build will indeed reach their destination now...and, as you can see, that vicious wound you made with your shield has almost repaired itself completely. So this sacrifice of yours shall be nothing, yes? We will build our bomb, London shall be obliterated and the Germans shall win this war in a mere eight months time. All because you and your late friends down there were too incompetent to hijack a munitions train. How does that make you feel, American?
Captain America:(smirking) We weren't trying to hijack it, Herr Kleiser. We came to blow it up.
Herr Kleiser: What?
(cuts to scenes of several bombs planted along the train)
Captain America: Tell Hitler thanks for making such a big deal about the trains running on time...
(Captain America jumps off the train before it explodes taking everyone on board including Herr Kleiser)
(after Bruce Banner is dropped from a helicopter in order to turn into the Hulk)
Nick Fury: Hell of a thud for a ninety-seven-pound biologist...
Herr Kleiser: I was fighting Steve Rogers before you were even born, boy. Are they stupid enough to think some steroid-enhanced lab rat's going to stop me now?
Hulk: No, NAKED GUY'S the stupid one here, naked guy--NAKED GUY WENT AND MADE HULK ANGRY!!
(Captain America is trying to provoke the Hulk to attack the Chitauri fleet)
Captain America: Attention, Hulk! This is Captain America speaking again! You see these spacecraft in the sky? The big triangular machines? Well, I was talking to the pilots earlier and you know what they told me? You what they were saying about you, Hulk? These guys called you a sissy-boy, buddy--You really gonna let them get away with that?
Hulk: No! Hulk not sissy-boy...HULK STRAIGHT!!
(after Hulk had destroyed the remainders of the Chitauri fleet)
Thor: Fantastic work, gentlemen. You just let loose the one thing worse than an alien invasion. Well done.
Quicksilver: My God, you always expect these things to be big, movie-style events with every country on the planet fighting back, but sometimes it's just like this, eh? Sometimes it's just a bunch of maniacs punching and kicking each other in an Air Force base.
Larry King: Wait a second, wait a second. Are you giving me a firm guarantee that you, Tony Stark, would never take part in a preemptive strike against any kind of rogue state acting contrary to American interests?
Tony Stark: Larry, I built the Iron Man suit so that I could give something back and, hopefully, meet some cheeky, little honeys at the same time. I'm honestly not interested in becoming some kind of Martini-swilling smart-bomb.
David Letterman: Drug busts? Hostage situations? House fires? This is just the stuff the emergency crews have been doing for years, Mrs. Pym. Are the Ultimates really worth that extra eighty-seven billion dollars Nick Fury secured from Congress?
Janet Pym: C'mon, Dave. We do all that stuff in our spare time. Our main job is still national defense. You ever see a Polaris Missile save a kid from a burning building?
(Steve Rogers and Janet Pym are at an old gym where the former is working out)
Steve Rogers: Just go to show people actually work out down here, Jan. I hate all those other gyms with their iPods and their MTV and their stupid, overpriced isotonic drinks.
Janet Pym: The Triskelion has a ten million dollar sports facility and you're paying ten bucks an hour to hang around something that looks like a prison workout room?
Thor: How did you get in here? I told them I didn't want any visitors.
Loki: You really think I asked permission? You really think I had to use a door? My dear brother, I can step anywhere in this little three-dimensional realm you're so fond of as easily as you can take a walk in a park.
Captain America: I've tried to be a decent guy and put up with all her crude friends and weird TV shows, but nothing's ever enough, Bucky. All she wants to do is have these big, long discussions about "where we're going as a couple" and I don't have a clue what she's talking about half the time. Look pal. I'm sorry. I know you've got the family over for lunch and everything. I just didn't know who else to call and... Hell, I don't know anybody else, Bucky. I don't even have other friends...
Soldier: Open fire! He even touches those guns and we're dead meat!
Hawkeye: Idiots. You guys are dead already....
Hawkeye (To his captors looking at him through a security camera): Run.
Schizoid Man: And what the hell was your function in the Ultimates, Madame Wasp? To fly around and find a real superhero? Well I'm sorry, Madame Wasp. (Pushing the Wasp against the wall) But I'm afraid that life doesn't always go according to plan.
Wasp: What're you talking about? I released the locks on Captain America's cell five minutes ago, jackass.
Schizoid Man: ...what?
(Shadow falls across the two, Schizoid Man turns - to see Captain America, minor cuts, mask stolen, fierce-looking)
Captain America: Get the hell away from my girlfriend.
Bruce Banner: Sorry, gentlemen. I'm going nowhere. I didn't travel five thousand miles just to get pushed around the second I got back to my own damn country. I don't need to run away from anyone now that I'm in touch with my nasty inner sociopath.
The Colonel: I am simply Abdul al-Rahman and I was a farmhand in the northwest province of Azerbaijan, Captain. I'm afraid I have no interest in these super hero codenames. Don't you think it's a little immature to indulge in such childish conventions?
Iron Man: I have to warn any terrorists down there I might be utterly wasted, but I'm still an excellent shot.
Abomination: I...I don't understand. How did you do it, Banner? How could you beat me when I'm so much smarter? It doesn't make sense...
Hulk: You know your problem ugly-scientist-guy?
(Hulk then kills the Abomination with a punch though his head)
Perun: Uh, is there anyone I can surrender to? All my friends appear to be dead.
Nick Fury: They're telling me you and your boys wanna quit after all this. Would that be correct?
Captain America: I'm afraid so.
Nick Fury: Country still needs looking after, soldier.
Captain America: No, the world needs looking after. That's why we need to be independent, Nick. Sending us abroad again to stir up hate accomplishes nothing. We can't fight your wars if it opens people up to this.
Captain America: How can you stand it? The lack of progress?
Falcon: Let's not get into this, shall we.
Captain America: Colored people and the lack of...I mean...
Captain America: Black people and the...African-Americans and...stop giving me that look. You know what I mean.
Falcon: Sure, you mean you don't know what the hell you're talking about but I should act like you do because you mean well.
Captain America: That's not--
Falcon: Hey, no problem, just because they call you Captain America, doesn't mean you should be any different from any other white guy.
Captain America: No. It's just means that my head and my heart tell me it's 1945. They tell me that when I switch on the radio, it should take a minute to warm up and music should come out, not noise and foul language. They tell me that when I talk about God as something real, people should understand, not look away as if I'm crazy. They tell me that I should be winning a war that will make the world free and everyone equal -- not looking at the sad result of sixty years of compromise and lowered expectations. They tell me that I'm just a man. No better than any other. But no worse.
Falcon: Well. Sixty years. Let me tell you, man, you missed some $#!&.
Captain America: Good thing your boss can afford the expenses.