Captain Marvel has always been one of my favorite superheroes. He doesn't get the attention or the credit he deserves. There will be some confusion. Captain Marvel was originally owned by a company called Fawcett, but there was a lawsuit over the rights. While he was in limbo, the Marvel comic book company claimed the name Captain Marvel as a title to one of their series and gave the name to Carol Danvers. While DC is allowed to have a hero named Captain Marvel, they changed the title of the comic to Shazam! Shazam is not the name of Billy Batson's alter ego, that is Captain Marvel. Shazam is the name of the wizard who gave him powers. Now that we've got that cleared up, I also want to let you know that you do not need to know anything about Captain Marvel to enjoy this story as it's an origin story.

If you like Batman and in particular Damian Wayne, check out my other fic Hellspawn.

As always, thank you for reading! I appreciate any reviews!

Billy Batson groaned, his stomach gurgling. It had been a long day. He'd sold all his newspapers, and made a couple extra bucks running errands for Mrs. Thoresby, the elderly lady that used to work as a librarian at Fawcett City College, where his parents used to be archaeologists. But his parents were dead now, and his foster parents wished he was dead, so Billy lived on the streets. Well, to be technically accurate, he lived in the Fawcett City Underground, an old attempt to build a metro system that was never fully funded. The subway was abandoned in the outskirts of the city and only functional downtown. The result was a large expanse of cavernous tunnels underneath the city that was inhabited by anyone with nowhere else to go.

Billy shoved his hands deeper into the pockets of his red hoody, as he made his way to the abandoned maintenance room he now called home. It was prime real estate down in the Underground. As far as he knew, there weren't any other kids his age who lived down there, but the few older kids he knew were always losing the best spots to the rougher crowd. He was lucky.

He rounded a corner, fingering the money in his pocket. Mrs. Thoresby flashed in his mind, and he felt guilty for lying to her. She was under the impression that he was living happily with his second foster family and growing up a like a normal kid. But he also knew that if he told her what had really happened, she would call the police and he would end up back in the foster system. Not something he wanted again. Ever.

The low light glinted off the grimy grate that marked the entrance to his domain. Casting a quick look around, Billy removed the grate and shimmied inside, replacing it behind him. Unlike the grate, the vent itself was spotless. Billy had taken great pains to clear out the room, and he didn't tolerate uncleanliness. He allowed the grate because it was good camouflage. When he made it to his room, he dropped down from the floor.

The room was sparse, but polished clean. There was a metal shelf with the small lockbox where he kept his money, and his backpack. His books and notebooks were neatly arranged on the shelf. He kept the second shelf from the bottom empty: this one he used as a desk for his homework.

Billy knew he was lucky, being able to call this a permanent home. During one particularly rainy night, Billy had risked the dangers of the Underground. He wandered, exploring stairwells and railways and platforms until a hallway caught his eye. With a bit more exploration, and a little ingenuity he had managed to find a way into the room via the air vent. The door was rusted closed, and he had painstakingly heaved the metal shelf in front of it. No one was getting through the door, and most people wouldn't fit through the vent. Eventually, he wouldn't either, but that was something to think about another day.

With a dull thud, Billy flopped onto his makeshift mattress and stared at the ceiling. It was only 6:30. But he had finished his homework, and finished delivering papers, and had gone to Mrs. Thorseby's. There wasn't much else to do. He curled onto his side, and thought of things to do. He toyed with going to the local library, but he knew it closed at 8 on Sundays. By the time he got there, the transit wouldn't be worth the half an hour he would be able to spend inside. He sat up, deciding on the comic book store so he could leaf through some new issues for some entertainment, but his stomach rumbled. He was hungry.

Billy gritted his teeth. He hated being hungry. He hated spending money on food even more. Giving up on the comic book store, he decided on the mall. He could usually piece together a good meal by offering to take people's trays to the trash for them and pocketing their leftovers.

It was a nice crisp day in Fawcett City, and Billy whistled a cheerful tune. He worked hard to fit in. Nobody even gave him a second glance. He was just another kid wearing a superhero t-shirt and a red hoody. Nobody would even question it. Billy had mastered the art of blending in.

He rounded a corner and ducked into an alleyway, opting for a shortcut he wouldn't dare take after dark. A thump and the sound of breaking ceramic pricked Billy's ears. He rounded a corner and came upon an unwelcome sight. Three young men had ganged up on a fourth man Billy had never seen before. He recognized the three from the Underground. Sid and his gang were not to be trifled with. It looked as though they had brought their exploits to the surface.

"Is that all you got? Pathetic," Sid snarled and spat on the man's feet, counting the money he had stolen.

The man on the ground looked up at his assaulters and Billy's breath caught. He didn't know how Sid didn't see it, but this was a powerful man. He was a large bear of a man with skin the color of rainforest bark and eyes that glistened like shards of amber. Billy expected this man to show Sid what he was capable of. But he just continued to sit cross-legged on his mat.

"You're really gonna steal off a bum?"

"Oh, you're a bum? I never would have guessed. I had just assumed you stank like shit because that was your preference."

Billy had enough. This wasn't right. Not at all. Nobody should be treated like that.

"Give him back his money." Billy hoped he sounded scarier than he felt. He took a deep breath and tried to draw strength from the S on his chest. He marched forward and put his hands on his hips ignoring how scared he was.

Sid and his friends had looked up, startled at the sound of another voice but broke into howling laughter at the sight of ten year old Billy Batson ordering them about.

"I'll deal with the pipsqueak, you guys finish up here," Sid said with a smile that made Billy's toes curl. He tried to stand up taller. He puffed his chest out a bit for effect.

Now that the odds were a bit fairer, Billy hoped that the sitting man might stand up and tell them off. But he remained passively cross-legged on his mat. It looked like he was meditating. Billy swallowed, his throat suddenly dry, as he realized he might be in trouble.

Sid stood in front of him, considerably taller and weighing almost twice what he did. "Trying to be a hero?" he sneered.

Billy shook his head. "No, but it's not right to-"

WHACK!

Billy was cut off as Sid's fist rammed into his face. He was so startled and unprepared that the blow knocked him off balance and sent him careening to the grimy alley floor.

"Sorry, hero. Gotta run!"

And they left.

Billy didn't know how long it took for his head to stop spinning, but when he looked up, the alleyway was empty. He swallowed the bitter disappointment rising in his throat. Not only had he gotten beaten up on a stranger's account, the stranger in question hadn't even stuck around! Billy sighed deeply. He didn't know what he had been expecting, but not this.

Heaving himself to his feet, Billy leaned against the alley wall and clutched his cheek. That was definitely gonna leave a mark.

"Hey, Captain. How about a nice drink of water?"

Billy spun around. The man from before was standing in front of him, offering him a sip from his canteen. He was even more menacing now that he was standing up, towering over him. He stared, confused. This man radiated power. Why hadn't he done anything? Billy only paused for a moment before taking a swig. At this point, stranger germs were the least of his worries.

"Thanks," he said handing back the canteen.

"No, little man, thank you. You stood up for me."

"Someone has to."

"Is that why you did it?" The man was now gazing at him curiously, tawny eyes glinting predatorily.

Glancing at his scuffed sneakers to hide the blush in his cheeks, Billy replied, "No."

"Then why?"

He really wasn't going to give this up. So Billy thought about it. "I just think that people have to stand up for what they believe in to make the world a better place."

At this, the man gave him a blinding smile. The man's canines glinted in the low light, but Billy was sure he was just imagining things. He did just get hit in the head, after all.

"Well, Captain, I appreciate it. The last thing I wanted was for you to get your ass handed to ya because of me."

Billy shrugged, just wanting to leave. He felt kind of sick. He definitely wasn't hungry anymore.

"Here, take this. As a thank you." The bum reached out a large hand and took Billy's, dropping something in his outstretched palm.

Billy held it up to inspect the sharp, curved object in his hand. "What is it?"

"A tiger claw."

Startled, Billy met his gaze. "A real one?"

"Mmmhm. Keep it with you. It might come in handy. I have a feeling you'll be needing it soon." There was a strange twinge of sadness in his deep voice that made Billy want to comfort him. He vaguely wondered why he wasn't afraid of the giant stranger.

"Thank you," said Billy sincerely.

"Anytime, Captain." He held out a hand for Billy to shake. His index finger was missing. Billy shook his hand anyway.

But now, he was curious. he held the claw up to his face. "Did you get this yourself? How did you do it? Did you have to fight the tiger or someth-" Billy looked up questioningly, the alleyway was once again empty, with no sign that a bum had ever lived there. Even the mat was gone.

Billy sighed, rubbing his head. He must have hit it really hard. Turning back the way he came, he started making his way home. He didn't feel like being seen after getting thrown around in an alley. And the rising bruise would make it harder to fit in. He scowled at his old converse.

Thunder rumbled in the distance. Billy mulled over what had just happened as he walked, lost in thought.

Do I regret it? Billy searched for the answer, and he discovered that it was an honest 'no.' Of course, he didn't like getting slapped around by some greasy Underground kid, but he was glad that he had stood up for that man, no matter how weird he turned out to be.

Billy touched his cheek as the entrance to the Underground came into view. Maybe he could find a way to hide the mark? It wouldn-

BOOM

The loud rumble of thunder startled Billy, and he glanced at the sky in confusion. Hadn't it just been sunny?

His heart beat faster as a figure descended from the sky. A superhero! This must be his lucky day! Superman? No, Superman wore a cape. Billy squinted, trying to make out the figure in the fading light. It was definitely a man, so not Wonder Woman. The Green Lantern, maybe?

A flash of lightning lit up the figure's face, and Billy took a step back. Greenish skin stretched over a ghoulish face. Eyes as dark and deep as a black hole were locked onto him, as if wanting to suck him into their implacable darkness. He'd never seen this hero before.

"W-who are you?" Billy called to the figure as he descended onto the pavement in front of the entrance to the Underground.

The man smiled, and Billy felt sick. A mouth full of razor sharp teeth glinted back at him.

"Pathetic mortal. It appears the Wizard has chosen a child to oppose the great Black Adam," the figure spoke sounding mildly disinterested, but Billy couldn't keep his eyes off the mouth of sharp glittering teeth. "Oh, well. All the easier to end your miserable existence."