Spider-Man Unlimited

by The Whip

Spider-Man has lost everything. Now, in a new universe, he must decide: will he return to the role of hero? Swat Kats, Madoka Amona as his pals and Pikachu.

1. Chapter 1

Spider-Man Unlimited: Spidey's origins.

Chapter 1: Star-crossed

Two figures were stared at their hometown of New York. The figures were revealed from the lights that still remained on, as they stood up, slightly hunched from the injuries. The first one was a male individual, slim but small frame lean build, appeared about 17 of age. He wore a full-body suit made out of little tiny robots known as nanobots, covering him from head to toe, wears a mask color with some red on the sides and the middle was black with two white large eyes pieces, hiding the eyes completely. The main body of the suit was all black in some of middles with blues lining mixed in there, but inside of the thighs were red lines down to the calves, on the calves to ankles were three red lines looks like three spider legs. On his chest was the insignia of a red spider, with it fronts legs stretching outward and outlining his shoulders, as well as the bottom legs going his waist, making a sort of belt. On his forearms, were what appeared to be be armguards made to look like spiders, reaching out to the back of his hands make hands guards as well. His fingers were black with blue lining on the edges of the fingers too. On his back, where his neck met his back, was a red spider insignia, and under that, was a cape made to look like webbing, that reached down to his butt, and torn at the end. The second was a female individual, slender build, about the 16 of age. She wore a full-body suit made out of the same material of the male's costume, covering from head to toe, colored red and blue. The helmet was covered with a blue visor and the helmet looks like a Samurai with a mouth guard plate covering her mouth, the main body of the suit was blue, but the inside of the thighs were red, on the calves to ankles were white wings resemble of a winged horse's wings. On her chest was the insignia of a white Pegasus, the 'P' in the background to the right and 'S' on the left with the head of a Pegasus, a white scarf of a Pegasus' wings. On her forearms were long hot pink gloves non fingerless and a twin belts strapped to her waist with looks like a BeyBlade string launcher of Gingka and a holster for a BeyBlade with the bey inside on the right side. This were Spider-Man and Pegasus, and secretly Spidey Parker and Madoka Amano, superheroes and ultimate hero with Spidey the abilities of a super spider and Madoka with the abilitys from Saint Rows the 4 and a Beyblade from Gingka the Big Bang Pegasus Beyblade, Spidey and Madoka former Avengers. Spidey couldn't bring himself to even think. It was too painful. If he tried to think, the memories would come back. Memories of those he loved...and those he lost and his best friend is with him Madoka.

(Spidey's weapons are the Ultimatrix, Indiana Jones' Bullwhip, Star Saber katana sword, Captain America's shield, Conner's tomhawk, army recuve long bow with arrows, Blade's sword, Beyblade launcher white and blue with a blue head of a dragon with a dragon grip from BeyBlade G-revolution and V-force, and the Beyblade Dragoon V and a Pokeball on his belt containing Pikachu).

Aunt May, MJ, Gwen, Harry, Dad(Captain America), when Spidey Spidey tried to picture their faces, all he could see were their broken and burned, lifeless bodies. Why did you have to die? Why did you have to leave me? And why couldn't I save you?

Spidey's adopted mother Natalia and the Avengers got transpoted to a sister dimesion of this world.

Spidey glanced down. He had been sitting on the roof of a building with Madoka, they couldn't even remember where, five stories up. If he would shot out a web line from the sky or the building or alien forms or Beyblade, he and she with her Bey would be able to survive a five-story fall without a problem. But now, they were humans in costumes. Humans were much more fragile. Spidey and Madoka slowly tipped themselves forward together. As their bodys lost its connection to the building, and began its swift descent to the street, 'Don't worry, everyone. We'll see you all soon.' Spidey thoughts. As ground neared, Spidey Parker and Madoka Amano saw a flash of blue light, and then saw nothing.

Metropolis

Spidey and Madoka knew they weren't dead. The dead don't feel pain, so that meant that they'd once again cheated death. Why was it that they couldn't die, but everyone that he cared about died? As Spidey and Madoka pulled themselves off the ground, they took in their surroundings. They could tell that this wasn't New York City anymore. They would have remembered a building with a huge golden planet statue that towered high enough to be seen even in the alley they were in.

"Great," Spidey muttered, "Instead of killing ourselves, we wound up in who-knows-where." They began to make their way out of the alley, but his Spider-Sense goes off as the sound of footsteps. They turned around to see several muscular men with bird wings coming out of their backs, and spears in their hands.

"Halt, humans!" one of them shouted. "Show us your identifications, or you two will face punishment!" Spidey and Madoka's angers, which had been simmering until now, boiled forth.

"You want to know who are we?" Spidey asked, slowly reaching for his launcher and the other one reaching for the bey and Madoka does the same, "We are..." they quick draw their launchers and bey and set up their gears and put them on the launchers and aim at them and grip the ripcord and ripstring. "SPIDER-MAN/PEGASUS! LET IT RIP!" The two yelled in usion and pulled them as the bey spun at high speed and gathering wind around. "We're also in the mood for some chicken!" They said. "Dragoon/Pegasus attack with Phantom Hurricane and Storm Bringer!" Spidey and Madoka commanded and the beys spin at them and a big torando surrounding the blue and red highlights white Bit Chip Beyblade and Pegasus spun around them at rapid speed and a blue fire surrounding them creating a space like portal and the tornado blasted all of the aliens out of the alley and across the street. They hit the ground, wings bend and broken limbs and unconscious, but alive. Spidey and Madoka looked up to see a ship hanging in the air. It clearly wasn't human, if the bird-men flying protectively around it any indication. Feeling that they still needed to vent some anger. "Dragoon come on out!" "Pegasus you do the same!" Spidey and Madoka commanded their bey and they glowed bright blue and his enormous Blue Dragon come out of it's bey and stands on his hind legs which were covered in gray and black strips with the thighs have dark yellow strips muscle and the feet were razor sharp silver claws with a snake like body with scales the blue back side and the front side has ice blue and the tail ended with a blade at the end and the arms were the same color of the legs and two blades sticking from the elbows and the forearms with the fingers five blade claws, the head has spikes sticking from the back top of the head and a metal mask with spikes on his face is his face, Sun-like jewels eyes slited and a big mouth and Dragoon unleash a loud roar and Pegasus come out of the bey all white horse with large wings and neighed loudly and they hopped on them Spidey hopped on Dragoon's head and Madoka mounted Pegasus and they flew into the night sky and heads towards the ship.

Thanagarian Prison Shuttle

Six members of the Justice League, some of Earth's greatest heroes, had been defeated. They had been betrayed by Hawkgirl, one of their own. Trapped in a sphere of red sun radiation lay Superman, the Man of Steel. In another cell, Wonder Woman, Princess of the Amazons, was bound to a pole by her own indestructible lasso. Near her cell was the Flash, the Fastest Man Alive, pinned to the ground by gravity generators. Across from him lay the Martian Manhunter, the last son of Mars, held by metals that he could not phase through. At the end of the hall were the cells of Batman, the World's Greatest Detective, and Green Lantern. The Lantern had been stripped of his power ring, and was thus helpless. Batman was simply not seen as a threat. A sense of defeat hung in the air, along with silence.

But that silcence was broken by the sound of shouting and gunfire. The Leaguers tried to see what was going on, when the door to the cell chamber exploded and timber to the ground. A semi-broken Thanagarian fell to the ground a few seconds later. Inside the chamber strode Spider-Man and Pegasus with two spinning tops on the ground spinning fast. They looked at the brightly-clad people before them.

"From what we can tell," said Spider-Man, "these chickens are the bad guys. Please tell me I'm right, because me and her are in a bad mood, and we don't want to make it worse by finding out that we broken the wrongs guys." They examined the captives closer.

Superman spoke up. "We're the Justice League. We fight to protect the Earth, and the people who live here."

Madoka tilted her head. "Justice League? Seriously? Nobody thought that name was a little corny?"

Flash tried to raise his head, but the gravity was too strong. He managed to say, "See? I'm not the only one who thinks so."

Spider-Man stopped in front of Wonder Woman's cell, and his eyes narrowed. He never did like the mistreatment of women, and this was a clear example of such. He punched the controls to the cell, and the force field lowered. "Don't move." He warned. He reached for his Pokeball and brought it out from his suit and press the button and the ball increased in size about three inches. "Pikachu! I choose you!" Toss the ball in the air and the ball open up and a white beam shot out and the beam changed into a form and the form is a small yellow, chubby, size of a house cat about one foot, four inches tall, with black eyes, red cheeks, big yellow ears with black tips, on his back were two brown strips, and a yellow lightning bolt shaped tail. "Pikachu use Iron Tail!" Spidey said and Pikachu nodded and jumped in the air and his tail turn dark silver and Pikachu swung it at the metal pillar. "Pika!" The iron tail silced the pillar in half.

Wonder Woman was able to use her super-strength to pull herself free. She slid out of her lasso, and then attached it to her hip. "You know," she said, "you could have just untied me."

Spider-Man shrugged and Pikachu jumped to his shoulder. "Sorry. Pikachu is sort of a big help to me." He turned around and began walking out of the cell, but he stopped and turned his head back to Diana. "By the way," he said, "I'm Spider-Man and that is Pegasus. Who are you?"

Diana smiled. "People call me Wonder Woman." Spidey had noticed her red, golden trims and blue leotard and red boots with white lines. Aside from that, a tiara, and silver barcelets, she didn't wear much else. Spidey was glad that his mask was covering his face, because otherwise he would probably be blushing at the fire sight of this beautiful woman.

Any further conversation was halted by the appearance of a dozen Thanagarian guards rushing through the reamins of the door. "Get your friends out! Me and Pegasus take care of this! Dragoon Galaxy Turbo Twister!" Spidey commanded and the bey on the ground unleash a massive triple tornadoes and Spidey, Madoka rushed towards the guards with Dragoon blow them away, Spidey and Madoka punching, kicking, and web slinging their way through, leaving unconscious and stuck to the wall bird-men behind them. They kept another group of guards busy while Wonder Woman helped each of her fellow Leaguers escape their cells. It was here that Spider-Man and Pegasus noticed that these people had superpowers. Well, four of them did. Wonder Woman could fly and had super strength, the Flash had incredible speed, Superman had all that and could shoot lasers out of his eyes, and the Martian could become intangible, in addition to super strength. Batman and Green Lantern, who had no powers, were still more than effective.

In short order, the already unfair fight became a beat-down. The few remaining Thanagarians were quickly subdued by the heroes. However, they were surprised by another group of guards attacking from behind but quickly by Spider-Man's danger sense. Wonder Woman was able to deflect the energy blasts coming from the guards' spears, but Spider-Man noticed a particularly rotund hawk-man carrying a very large cannon. Rather than risk one of their new-found allies getting hurt, he jumped in front of the Amazon, and his Ultimatrix show up and the dial rise up and slapped the dial down. Heroes and bird-men alike shield their eyes from the green flash.

"CHROMASTONE!" shouted a new voice. In Spider-Man's place stood a thin, cycloptic creature made of purple stone stood defiantly. His hands, forearms, horn and the spikes on his back were all made of pink crystal. "Come on, little piggy!" ChromaStone taunted, "Hit me with your best shot little shit!"

Gritting his teeth, the Thanagarian fired his cannon. ChromaStone stood calmly, not moving an inch. Instead of exploding, like everybody expected, the energy blast was absorbed into his body! "My turn." ChromaStone raised his hands, and a rainbow-colored wave of energy coursed out. Had it hit anyone, the blast would have packed enough of a punch to be fatel. As it happened, ChromaStone had been aiming for the wall. A massive hole was blown through the ship. The city could be seen below. ChromaStone used a much weaker blast to knock out the remaining Thanagarians, then turned to the League. "Anyone who can fly, grab someone who can't!"

Superman flew through first, carrying Batman; he was followed by the Manhunter, who was carrying Green Lantern. Wonder Woman was the last out, carrying Flash. Before she got too far, she turned back to ChromaStone and Pegasus and Pikachu. "What about you three?" she cried.

ChromaStone and Pegasus grinned her. "Don't worry," he said, "We're got it covered. Dragoon come on out and carry Pikachu." He slapped the Ultimatrix dial again, and was obscured by another green flash; in his place stood a red manta-like creature. "JET RAY!" he shouted and Dragoon came out of the bey and Madoka hopped on Pegasus and Pikachu jumped on Dragoon's head, then they flew past Wonder Woman in a blur of red, blue and white. "Let's the hell out of here!"

Flash looked up at the princess holding. "You know, it's possible, and I could be wrong here, but it's possible that guy and girl is on our side."

Metropolis: Street Level

The Justice League and Spider-Man who is Jet Ray and Pegasus and Dragoon had managed to evade the Thanagarians, and had found shelter in a clothing store. Still needing to take their anger out on something, Jet Ray transformed into Spider-Man and catch his spinning top and put it back before transformed into Big Chill and he and Pegasus and Pikachu went outside. As the League caught its breath, Green Lantern turned to Superman.

"That x-ray vision working again?"

Superman looked at a wall. "Just enough to see every Thanagarian within a two-block radius frozen completely solid."

Flash gave a low whistle. "Now I know why he said 'Big Chill'."

Superman turned to Diana and the Martian, J'onn J'onnz. "Did either of you get anything from those two? Are they really here to help us?"

J'onn shook his head. "I did not enter their minds, but I sensed no ill will towards us; only mild irritation."

Green Lantern looked at the Martian. "Why would they be annoyed with us?"

Flash gave a small smile. "Maybe because the guys who always save the day needed saving?"

The rest of the League rolled their eyes, while Diana shook her head. One of the many gifts given to her by the gods was the ability to read emotion. "I sensed anger, pain and despair; whatever happened to them was terrible, and it nearly broke them."

Flash looked down, a little ashamed of himself for making jokes at the expense of someone in pain. Everyone else paused, lost in their own thoughts. The moment passed as the blue mothman that was Big Chill phased through the ceiling to land ing the middle of the group and opened his wings to let out Pegasus and Pikachu and closed them.

In an eerie whisper of a voice, Big Chill spoke up. "That should take care of any trouble for a while. What's next y'all?"

J'onn spoke up. "The whole city will be covered by now."

"Maybe we'll get lucky and they'll all go home." Flash quipped. The others looked at him.

"Trust us," Pegasus said darkly, "we're never that lucky."

"A little optimism can't hurt at a time like this!"

Before the blue alien or theme Pegasus could reply, a booming voice could be heard from outside.

"THIS IS THE VOICE OF THE THANAGARIAN OCCUPATIONAL AUTHORITY. THE JUSTICE LEAGUE ARE ESCAPED PRISONERS AND VIOLATORS OF OUR MARTIAL LAW. THEY ARE TO BE CONSIDERED AN ENEMY, AND DEALT WITH ON SIGHT. ANY PERSON OR PERSONS FOUND AIDING OR HARBORING THEM...WILL BE SUMMARILY PUNISHED."

Big Chill and Pegasus glanced at Flash. "Optimism, huh?"

The fastest man alive slumped. "Something like that, yeah."

Batman spoke, his voice laden with authority. "We're going to have to go underground for the time being. Keep low and rethink our plan of attack."

"How exactly do we hide when the whole city is looking for us?" Wonder Woman asked.

"Not to mention the fact that your costumes are about as stealthy as a Shag Carpeting concert." The League looked at Spidey in Big Chill form in confusion.

"Seriously? No Shag Carpeting on this planet?" The teen hero slapped his forehead. "Great, just fucking great."

"He is right." J'onn said, drawing the others' attention away from their new allys as he held the sleeve of a nearby coat. "They're looking for our costumes. But without them, we are ordinary citizens."

As he spoke, the Martian shapeshifted into a human man in a brown trench coat.

"Whoa, wait a second!" The Flash exclaimed. "What about the whole secret identity thing? I mean, I trust you guys, but what about them?"

The speedster jerked his thumb in Big Chill and Pegasus' direction. The blue alien and the girl narrowed their eyes dangerously.

"True. You definitely can't trust two of us who pulled your sorry butts out of a prison ship. That would be stupid." He and she snarled the last few words, their patience already at its limit considering they would rather dead than dealing with a group of incompetent, brightly-costumed heroes and saving an Earth that they were completely unfamiliar with.

"Whoa, little hostility there!" Flash reacted, lifting his hands in a passive motion and taking a step back.

"Look, we're didn't ask to be here," Big Chill said in a cold voice. "We're didn't ask to play the damn heroes again, especially after the hell that I and her went through. We'll help you take your back, since saving Earth is already a damn hobby of ours. But after that..."

The mothman trailed off, letting the others decipher their intentions with their own imaginations. "And as for this secret identity dilemma..."

With that, Big Chill lifted his hand to the symbol on his chest and tapped it. In a flash of green light, the mothman was replaced by the same young human man in spider costume and what really surprised them was they reached for their right wrist and press something and suddenly their costumes goes into a watch and stood before them were a young man and girl, the young man was about 17 years old, brown eyes, dark brown hair short in the back and long just above his forehead in the front, wore an blue in the front and red in the back cap backwards on his head, a navy blue Superman t-shirt under an black hoodie MMA ELITE with Eizo hooded beak, a fainted blue jeans with a tan stretched belt with a black holsters to the right side, DX army dogs tags and a Sonic Underground guitar necklace that turn into a real weapon if used, blue and orange with orange shoelaces Puma shoes and a Adidas Rydell Sling backpack sky blue and white sides and black bottoms, and blue fingerless gloves with airpockets in the the hand area like Tyson Granger. The sleeves hidden two watches which were one on his left wrist the watch like gaunlet that stretched from his wrist to lower forearm. It was green in color with neon tubes on each side of the device. On the top was dial with a black background and green hour glass. On his right wrist was a all silver watch, it is somewhat rectangular in shape and has a circle in the middle with green lines on the circle and has two red rectangles on it and has a button on it's sides. His right side has a coiled light brown 10 ft. strong kangroo hide leather Indiana Jones' style bullwhip hung by a black holster buttoned to the belt, beside the whip was a tomhawk the blade is cut out in the center, creating the outline of a triangle. The peak of the triangle passes through the wooden handle, ending in a spike and the wide bottom hacking blade is curved and honed to a shrap edge with two short prongs on each of the corners. A bald eagle feather dangles from the handle. Strapped to the left side was a samurai katana sword black grip handle with some yellow in the holes with a black steath and blue cyber mixing in there. Strapped to his back were two weapons the first one was black strapped slim straight blade with a black and gray stripped metal handle, the second one is a circular, red-white-and-blue with a white star in the center shield strapped to his back like a backpack made out of hard vibranium and adamantium and looks like a plate behind the backpack and a army recuve long bow shrink to the size of a ripcord and black quiver strapped to his back of black wooden body and white and yellow tail arrows unlimited and the back on his belt was a holder with a all white grip and blue launcher with a small blue dragon on the grip and a yellow ripcord beside it and on his beicep muscle was a blue and yellow Beyblade container with a Beyblade inside. The girl was about 16 years old with short maroon hair that goes down to her face, but extends to her shoulders at the back of her head, wearing goggles on top of her head. She had bright turquoise eyes, and wears a short pink jacket with yellow buckles over a white shirt with a blue "B" on it and pink shirt, that has a brown belt that is around it with gold buttons and a pink and gold pouch and a twin belts brown and red with a big silver belt buckle and holsters. On her hands she wears hot pink gloves and a silver watch. She wears a short dark blue skirt with long navy blue socks that reach up to her thigh with a pin tirm and brown boots with golden buttons.

"I'm Spidey Parker, my friend Madoka Amona," the kid with the blue and red cap said, a notable lack of emotion in his voice.

The others were stunned.

"Two kids?" Lantern asked in complete disbelief. "You're telling me that two kids had to rescue us from the Thanagarians? We must be doing worse than I thought!"

"He's 17 and I'm 16, tough guy. And We been saving the world since we were 15."

More stunned silence ensued.

"Since you two were 15?" Superman questioned, raising an eyebrow.

They nodded and held up their watches and Madoka show her Bey. "An alien device and a super higt tech costume of nanotech, The Ultimatrix, was ejected from a ship in orbit to keep it safe from an intergalactic warlord. It landed in front of him, and I used it over my entire summer vacation to be a superhero. Then I got this new version, called the Ultimatrix, and started using that instead. That's the long and short of it." Spidey said and his friend weapon a Beyblade and his pal Pikachu.

"And you've had this device and powers and weapons for three years in that fast?" Diana asked.

Spidey frowned. "Look, how about we go over our history after we sneak out of the city that is currently occupied by bird-man aliens."

Batman nodded in agreement before stepping forward and removing his cowl, revealing short black hair and piercing eyes. Spidey paused, recognizing the look in those eyes. They reflected the pain that he himself now felt. The pain of losing your whole life in an instant.

Maybe they shared something in common after all.

"Bruce Wayne. Flash is Wally West. Superman is Clark Kent. Green Lantern is John Stewart. And you know Diana and J'onn," the billionarie explained.

Madoka glanced over at Flash and smirked. "Wally? Really?"

Flash sighed. "Shut up."

A few minutes later, every member of the Justice League was dressed up as a normal civilian, with Superman wearing a blue business suit and glasses, Diana wearing a long sleeve blue shirt and jeans while tying up her hair in a long ponytail, Green Lantern with a skull cap, brown hoodie and brown pants, Batman wearing a leather jacket along with grey pants and a turtleneck, and Flash going with dark jeans and a brown jacket. Spidey and Madoka stuck with their normal attire.

They were now standing outside in the alley that they had come through previously, Bruce poking his head out to see if the coast is clear.

"We need to split up. They expect eight of us," John strategized. "Who takes the kids?"

Spidey and Madoka and Pikachu who was Spidey's left shoulder gave the powerless Green Lantern a death-glare as Bruce spoke up. "We need to get to Gotham City. We can regroup at my house there. Try not to draw attention to yourselves."

The dark knight looked over the group. "I'll take Diana, Spidey, and Madoka. We can pose as a family out on the town."

Bruce then began to walk away, the ultimate hero and the Pegasus wielder and Amazonian princess following his lead. However, the billionaire felt a sudden chill as Spidey and Madoka walked alongside him, an empty gaze facing forward as the male teen spoke in a cool voice. "We'll pretend we're a family if we have to. But we'll are not calling you 'dad'."

The Gothamite glanced over at Diana with a raised eyebrow. She shook her head, warning Bruce not to dig any deeper. She could still feel the despair and rage flowing from the young man and woman, so much so that it was almost painful. Then she realized something frightening that in their minds.

They were fully prepared to turn that pain and fury on the Thanagarians, and they had the power to act on those feelings.

Above the Gobi Desert

Onboard the Thanagarian mother ship, Shayera Hol, formerly a member of the Justice League under the alias of Hawkgirl, was at a loss for words from what she was seeing on the vid screen.

When Hro Talak, Commander of the Thanagarian forces and her soon-to-be husband, had discovered that the League had broken free from their prison ship and caused it to crash in Metropolis, he had been furious. In a rage, he demanded that recovery teams check the security feeds on the ship to find out how they had managed to escape. That was a few hours ago, and Talak had calmed down enough to think out the situation. While a formidable team, the Justice League could not hope to defeat the might of the entire Thanagarian invasion force. They were outgunned, and the Thanagarians knew all their weakness, thanks to Shayera's information.

Of course, this was before Talak received the images that were now posted on his screen. Images of a mysterious humans in a spider costume and a Pegasus costume with two spinning tops with a horse creature and a large beast. Two humans that managed to break the Justice League out of confinement and fight off a legion of Thanagarian soldiers with webs and winds attacks and a yellow mouse before transforming into some silicon-like being that fired energy blasts and took down an entire prison ship.

Shayera had no idea what these two were or if it was even from this planet, but she knew that it would make the occupation of Earth a little more difficult. The two humans with these powers and weapons were a wildcard; if it was able to commanded these creatures and the one was able to transform, what else could it be? How dangerous were they?

At the moment, Talak was speaking over a vid-screen with Paran Dul, a female Thanagarian who was in charge of the construction of the shield generator, the one necessary to protect Earth from Gordanian invasion.

"Be aware that the Justice League has escaped, due to the interference of a strange, two humans in these costumes with these powers and weapons," Talak warned. "Stand ready for an attack."

"Any attack on this base would be suicide," Dul boasted, completely unconcerned about a possible strike on the Thanagarian forces.

"Keep me informed of your progress. Let nothing delay you," the Thanagarian commander ordered.

"By your command." The video screen then went blank. However, Shayera was more concerned with a topic mentioned eariler on in the conversation between Talak and Paran.

"Humans as slave labor?" she questioned, having overheard Paran mention using humans to 'lift and carry as well as any animal'. The former Justice League member was concerned.

"Unfortunate, but necessary." Shayera took note of how little remorse her betrothed show as he said this before he continued, walking over to a nearby console to check up on a few details. "We are on a most unforgiving schedule. We must move as quickly as possible if we want to finish the hyperspace bypass in time."

Shayera's eyes widened. Hyperspace bypass? This wasn't what he told the human race!

"Bypass?" she asked, quickly walking over to look Talak in the eye. "I thought we were creating a force field for Earth!"

"That was simply our cover story."

Shayera pasused as dozens of thoughts raced through her head. But the first and foremost was...

"When were you going to tell me this?" she nearly growled. "Did you not think you could trust me?"

A long silence ensued, as both Thanagarian warriors gazed into each other's eyes, neither one willing to back down. In all their time together, Shayera had never felt this angry at Talak, nor this betrayed. What was wrong with him?

"Follow me," he said quietly, snapping Shayera out of her thoughts. The Thanagarian leader began to walk away, and Shayera began to do as he said.

After about five minutes of walking and an elevator ride later, the two entered the war room of the ship, were Talak brought her over to a large screen used for battle strategy and tactics.

"As you are well aware, the Gordanian homeworld has been protected for decades by an impenetrable defensive line," Talak explained, drawing up an image of the Gordanian home system, with their planet being shown as surrounded by legions of ships and spaces stations that make a frontal assault a fruitless endeavor.

"But this chain of hyperspace bypass will allow the full force of out armada to go around their defenses by jumping behind them, which will let us wage a direct assault on the heart of their empire."

Shayera saw what he meant, and it was strategically brilliant to be sure. But there was something else going on here. Something very bad...

"Earth is the last link in the chain. Once we finish it, we can finally attack and annihilate the threat of the Gordanians forever."

The former Hawkgirl was beginning to hear a hint of what sounded like victory in Talak's voice. But that wasn't what was bothering her the most.

"But ripping a hole in hyperspace will destroy this entire planet, and everyone on it!" she protested.

"Unfortunately, yes," Talak said quietly, his voice becoming heavy, revealing how long and how hard he had been fighting this war, and what it will cost him. Thanagarians normally didn't believe in souls, but Talak still felt that he would face eventual retribution for his actions.

"For Thanagar to live, Earth must die."

Outskirts of Metropolis

As Spidey and Pikachu, Madoka, Bruce, and Diana made their way out of Metropolis, the billionaire and princess each took the time to think about them. Bruce was thinking about the ramifications that Spidey and Madoka's powers might have on the world, while Diana was more concerned with their state of minds. She wanted to ease their pain; maybe she could get them to talk about themselves a little more. At the very least, she would learn a little more about them.

"Spidey? Madoka?" the teens looked up at the princess, the same neutral expression on their face.

"Yeah?"

"I was wondering if you two tell me a little more of your powers." Diana glanced at Bruce. "It might help us fight alongside you two better."

Spidey and Madoka shrugged. They didn't see the harm in telling the League their capabilities. It wasn't like they planned on continuing their superhero career after this mission. First up Spidey: "spider-strength about 1 million tons, spider-speed about 200 mph, kung-fu and ninja style spider-relfexes, great agility and balance of a shalion monk, wall crawling, danger sense or spider-sense, master of a 1,000 fighting moves, and the alien device super strength, super speed, flight, regeneration, invulnerability, elemental powers, energy absorbing and redircecting; wielder of a powerful sword and a Beyblade with a beast inside doing powerful wind attacks; the list goes on." he gave a small smile. "It's really a questions of what powers I don't have. And Madoka has super speed, super jump, blast of fire, ice, mind control, buff, stomp, death from above, and dash shield and a Beyblade like mine expect with a star from space."

Both of the older heroes were in deep shocked. If what he said about them was true, then Spidey and Madoka had more power than the entire League. Madoka looked at Bruce.

"So, are you the only without any powers?" That had actually made Spidey and Madoka kind of curious. All of these people were faster or stronger than any human. In fact, two of them weren't human at all.

Bruce nodded. "Is that unusual for you two?"

"Nah, I can't tell you how many times the Ultimatrix didn't work for some reason or another until I got it to work. Probably half of my wins came down to me having to figure things out on my own, or just dumb luck or my second powers. But I see people who has no or with powers make the hero."

Bruce was a little impressed. Not many people could so easily admit to being powerless, nor could they admit to only winning by luck.

Diana, however, had another question. "How is it that we have never heard of you two? Someone of your powers should have been seen before, especially if you two been doing this since you were 15."

Spidey and Madoka only shrugged. "Probably because we're not from this universe."

Both Bruce and Diana froze. Well, that was certainly unexpected.

Spidey continued. "And before you ask how we know we're from another universe, there's no Justice League where we come from, no Thanagarian invasion, no Metropolis, and no Gotham City. And this isn't the first time that we're wound up in another universe."

Bruce nodded, then gestured Diana that they needed to keep moving. They would decide on how to proceed regarding Spidey and Madoka later, provided they survived the Thanagarians.

Gotham City: Wayne Manor

Bruce, Diana, Spidey, and Madoka and Pikachu were the first to arrive at the stately Wayne Manor. Spidey and Madoka had been impressed by the mansion, which made them wonder why no one had ever offered them a mansion. After all, Spidey saved his entire universe on more than one occasion with Madoka. As they reached the door, it was opened by an older, balding man. Bruce introduced him as Alfred, his butler. Alfred offered them refreshments, which Spidey and Madoka gratefully accepted. They hadn't eaten anything in nearly 24 hours.

After that, Bruce led them to a grandfather clock, which opened up to a tunnel. At the other side was an enormous cavern. A large computer occupied one niche, while a large black car was parked in another area. In yet another spot were several dozen objects, including a twenty-foot penny and a mechanical T-Rex. Other, smaller objects were in glass containers.

Bruce had a small smirk on his face as he watched Spidey and Madoka's expression go from emotionless and neutral to astonished and interested. Even Madoka was madly interested in the large comupter because Bruce doesn't know about Madoka that she is a very good hacker. Bruce put his hands on the young man and woman's shoulders.

"Welcome to the Batcave."

Several Hours Later

After waiting impatiently, the last two members of the League, Flash and Green Lantern, arrived at the manor and were led to the Batcave by Alfred.

"You're late." Was all Bruce said.

"Good to see you too." Replied the Lantern sarcastically.

Wally noticed the T-Rex. "Hey, that's a giant dinosaur."

"And I thought Batman was the detective." Said Alfred. Spidey decided that he liked the aging butler.

J'onn spoke as Flash rejoined the group. "We were just speculating why the Thanagarians are really here."

"Obviously not to protect us." Said Clark.

"But if the Gordanians aren't anywhere near Earth," said Wonder Woman, "why do they need to build that force field?"

"If it is a force field." Said Bruce.

"If I could get a look at their techology, maybe one of my brainy aliens could figure it out or Madoka." The League turned to look at Spidey, who shrugged and took off his cap and place it in his pocket and put on his hood shadowing his eyes showing his mouth and nose. "I have hyper-intelligent transformations and Madoka has a high IQ mind, so sue us."

"I can tell you what it is."

The eight heroes turned in shock to see the traitor, Shayera Hol, emerge from the shadows.

Clark pulled off his glasses. "You've got a lot of nerve showing up here."

"We should thank you," said Diana, "it saves us the trouble of hunting you down."

Before anyone else could say more, Spidey leaped at Shayera and got out his whip and flicked it at her legs and yanked her to the ground and got out his bow and an arrow aimed at her head and his foot on her throat

"I didn't come here to fight," Shayera gasped, "I came to help."

"Hawk-people all over the planet?" asked Flash sarcastically, "Martial law? I don't think we need any more of your help."

Shayera looked at Spidey with a pleading look in her eye. He let go of her throat first, but before he put up his bow and arrow completely, he growled to her. "Make a wrong move, and I shoot an arrow in your head, rip your wings off and shove them down your candy ass." Then he put up his bow and arrows.

Shayera stared at him for a moment, before got up on her feet and then turned to the League. "They're building a hyperspace bypass. When it's active, it'll destroy the planet and everyone on it." She approached Bruce and handed over what looked like a purple video cassette. "Here; this has all the information on the project." Bruce simply glared at her. "Believe me; I didn't know the magnitude of Talak's plan."

Without taking his eyes off of her, Bruce took the device. "We'll check it out." As he turned away from her, he said, "There's the door." Wonder Woman, Flash, Superman, and the Martian all walked past without making eye contact with the Thanagarian. Spidey and Madoka stayed where they were, not trusting the alien to not stab their friends in the back any more than she already had. Then they blinked. When had they decided that these people were their friends? True, they were all heroes, and they were willing to give their lives if it meant saving someone else, but when did they trust these enough to call them his friends? Maybe they were just reaching out for friends after their loss.

Spidey and Madoka were so lost in thought that they didn't notice Shayera and John talking to each other. Before Shayera left the Batcave, she handed John a green ring. When she was gone, Spidey put down his hood and put on his cap backwards.

"She didn't propose to you or something, did she?"

John shot them a mild glare, then slipped the ring onto his right hand ring finger. A green glow surrounded his body, and then he began to levitate off the ground.

"Okay, that's pretty cool." Spidey admitted.

The three heroes joined the others, who were watching a simulation of the effects of the hyperspace bypass. They watched as a simulated Earth was consumed by a bright, crackling energy.

"Ingenious." Batman muttered.

"Yeah, I'm impressed," said Superman, taking off his glasses again, "let's go wreck it."

"How?" asked Green Lantern, "It's behind a force field."

Before anyone could come up with a response, Madoka spoke up. "May I?" she asked Bruce and he glanced at her and got off the chair and Madoka sit in the chair and put her hands to the keyboard. She typed with some great speed, as familiar with the technology as if she'd been using that computer for years like her small laptop in her pouch.

"The bypass is too dangerous to have a crew maintaining the force field on-site. They would probably be keeping if active via broadcast signal, most likely on board the command ship, you get me...?" Madoka hit a few more keys, and brought up an image of the Thanagarian flagship and highlighted a particular section of it. She got out of the chair with a smug smile on her face as she stands by Spidey.

Batman glanced at the teen, then looked at the League. "Go shut it down." He ordered. "I'll take care of the bypass."

"That thing's the size of a city," exclaimed a skeptical Flash, "what are you gonna do, throw a batarang at it?"

Batman didn't even blink. "Something like that." He got up and headed to where his spare costume was located. Spidey's spider sense goes off. "Proximity sensors were triggered a moment ago. Suit up."

The heroes who wore costumes merely took off their clothes, since they were wearing their costumes underneath. J'onn merely shapeshifted into what he commonly appeared as, Madoka activated her costume and the nanobots spread on her. Spidey activated the Ultimatrix.

After selecting the alien he wanted, he used Ben's catchphrase which he like, more out of habit than choice. "It's Hero Time!" and slammed down the dial. In a bright green flash, he was replaced by a creature with a body that seemed to be made of blue stone, save for his arms, head and the two spikes coming out of his shoulders blades, which were made of green diamond. "DIAMONHEAD!" the alien announced.

The rest of the League quickly returned and Madoka does the same, with Flash wearing a mischievous grin. "Seriously? 'It's Hero Time'? And you're giving us grief over corniness?"

Diamondhead merely looked away before giving Flash his Viper Glare. "Shut up." He said petulanty.

"Get ready to ambush them." Batman's glare dragged them back into their current predicament and notices Spidey's Viper Glare and Diamondhead nodded.

All of the heroes went into the shadows just as the door to the manor exploded inwards. Two dozen Thanagarian soldiers marched in. Two of them were armed with heavy cannons, while the rest wielded swords, spears, axes and maces.

Their leader barked out orders. "Spread out," he said, "they're hiding here somewhere."

Before the hawk-people took another step. "LET IT RIP!" Someone yelled and a blue blur as Big Bang Pegasus flew and smashed through the cannons and a green blade sliced through one of the cannons, while seveal large spikes of green diamond pierced the other weapon, rending it useless.

"Who's hiding?" Diamondhead smirked as he and Madoka and Pikachu and the League emerged from the shadows.

"Come and get some." Green Lantern's eyes glowed with emerald fire, then he lifted off the ground, avoiding Thanagarians attempting to kill him, while blasting one of them in the face with his power ring.

Wonder Woman used her lasso to catch one alien by the ankle and swung him towards the Manhunter, who simply stuck his arm out, catching the bird-man in the head. Flash weaved through the soldiers with Madoka and Pegasus, hitting them at high speeds, then rushing away.

One Thanagarian drew a bead on the speedsters with his pistol, but Superman crushed both the weapon, and the solider's hand. As he cried out in agony, Superman said, "Let's use our indoor voice." He then punched the Thanagarian into a stone wall.

Two more Thanagarians were pursuing the Flash and Pegasus, but they avoided every shot they fired. They zoomed around them and Flash spun his arms fast enough to create a small torando. The twister blew them into the bottom of the giant penny, which collapsed on top of them, tails-side up.

Flash and Madoka ran on top of the penny and Pegasus neighed. "Tails," he quipped, "I win."

Batman swung from the ceiling on a grappling line, kicking one solider in the face. He let go of the line to land on the ground. As he did so, he threw three batarangs into the chest armor of three Thanagarians. The blades didn't penetrate, and the warriors hovered in the air with look of contempt on their faces.

"Your weapons are pitiful." One gloated. None of them noticed the blinking red light on each batarang.

"Wait for it." Behind the Dark Knight, hundreds of eyes glowed in the darkness. Hundreds of bats swarmed the Thanagarians, attracted by the signals emanating from the batarangs. The soldiers were quickly reduced to unconscious, bleeding wrecks.

Diamondhead and Pikachu found an easy fight with their opponents. Their weapons couldn't penetrate his diamond body while Pikachu rode on Spidey, and when he shifted one of his arms into a diamond blade and Pikachu zapped them with Thunderbolt, they easily destroyed their weapons, and they were strong enough to easily knock them out together as one.

Soon enough, the fight was over. After tying up the aliens, Spidey change back and got into costume and the eight heroes and the yellow mouse on Spidey's shoulder walked out of the Batcave and back into Wayne Manor. They found Alfred sweeping up the shattered remains of the front windows.

"Mind the glass, sir." He warned calmly, as they left.

Batman turned to Green Lantern. "I want you, Superman, Wonder Woman, Spider-Man, Green Lantern, and Pegasus to go to the command ship, and shut down the force field."

"And the rest of us?" J'onn gestured to Batman, Flash and himself.

"You're going to help me retake the Watchtower." Spider-Man and Pegasus remembered Batman telling them about the League's advanced space station, in orbit around the planet.

"It's crawling with Thanagarian soldiers," Flash pointed out, "how're you planning on getting inside?"

"With that." Batman pointed outside, where the shuttle that the Thanagarians had arrived in lay waiting.

"Good lucks guys." Spider-Man said and got out his launcher and Beyblade and ripcord and put them together and Madoka's bey Big Bang Pegasus pop out from the face bolt and Madoka mounted him. "LET IT RIP!" Spidey yelled and pulled the ripcord releasing the Beyblade. "Dragoon come on out!" Spidey commanded and the bey's bit chip glow bright blue and Dragoon came out with a loud roar and surprise the Justice League even Batman at the size of the Bit-Beast and Spidey jumped and landed on Dragoon's head with Pikachu on his shoulder. He and the other five heroes flew out towards the direction of the Thanagarian fleet following the Bit-Beast.

...

Batman, Flash, and the Martian entered the alien craft. J'onn spent several minutes examing the controls.

"Well?" Batman asked.

"I have no idea how to fly this vessel."

"What's this do?" Flash asked as he pressed a button. A beam of energy fired from the ship, making a fairly large hole in the side of Bruce's house.

Batman moved his face very close to Flash's. "That's. Not. Helping." Batman said through gritted teeth.

J'onn looked up. "I need one of the hawk-men."

It took a few minutes, but Batman brought up their leader, whose name was Kregor, and was one of Talak's chief advisors, and slammed him into the side of the ship.

"You think'll tell you anything?" Kregor sneered. "I'd soonor choke on your bones."

"Okay by me," said Flash, cocking back his fist, "can I start with these?" J'onn stopped him before he actually struck.

"We're running out of time," the Martian said, "I'll take the information from him."

"I thought you couldn't read their minds?" Flash asked his telepathic friend.

The Martian's eyes glowed as he gripped Kregor's head. "I'll just have to try harder."

Neither Batman nor the Flash could what J'onn was going through in the Thanagarian's mind, but somehow Kregor's mental defenses were strong enough to affect the Martian's physical body. Slash and claws-marks appeared all over him, and his cape, which was just skin shapeshifted to look like a cape, was torn to ribbons. However, this didn't last long. After only a few moments, J'onn released his hold on Kregor, stumbling slightly. His wounds immediately began to fade.

"I...I have what we need." J'onn clearly did not enjoy what had just happened.

A few minutes later, the Thanagarian shuttle lifted off, heading towards the Watchtower. As it lift, Alfred stepped out onto the yard. He spotted Kregor lying on his side, a small stream of drool falling from a corner of his mouth. It was possible that J'onn mental attack had left him comatose and sended to dumb town.

Alfred, remembering how the alien had struck him when he and his ilk had intruded upon the Wayne household, merely glared and said, "I'll have to ask Master Bruce to not leave trash in the yard."

Watchtower

As the stolen shuttle neared the Watchtower, J'onn shapeshifted to look like Kregor. Activating the communication systems, he spoke in Kregor's voice.

"Shuttle Elipson-sixteen, requesting entry." He sent a code to the waiting Thanagarians. "Confirm docking code."

"Docking code confirmed." Came a response as the Watchtower's docking bay opened. "You are clear to come aboard."

When the shuttle landed, 'Kregor' stepped down the ramp towards a pair of waiting Thanagarian guards.

"We weren't expecting you, sir." Said one in surprise.

"There's been a change of plans." Said the Martian, as he shapeshifted into a creature that resembled a blue Cyclops.

He quickly subdued the two guards, but more entered the docking bay. One prepared to open fire, but he was disarmed when a batarang disabled his weapon, and Batman punched him in the face with an electrically-charged set of brass knuckles. The rest of the Thanagarian garrison was swiftly defeated by Batman, the Flash and the Martian Manhunter.

Thanagarian Fleet

It was quickly apparent to Spider-Man, Superman, Diana, Dragoon, Pikachu, Green Lantern, and Pegasus that they been detected. They might have been tipped off by a swarm of fighter-craft surrounding the flagship that was hundreds strong but not strong against Dragoon.

"Pretty bad odds." Commented Wonder Woman.

"For them, maybe." Was Spidey's response with a laugh.

Superman agreed. "Yeah. They don't stand a chance."

"Right. Dragoon! Hyper Victory Tornado V2." Spidey commanded and Dragoon roars and suddenly the clouds got greenish dark and Spidey tells Superman, Wonder Woman, Green Lantern, Pegasus to get under Dragoon quickly and they notices the clouds and they get under him and several swarms of big twisters descended from the clouds and hit the grounds as they cause ground to torn from trees to dirt and these tornadoes were EF-5 twisters and the fighters didn't stand a chance.

To say it was a battle would have been a lie. It was a beat down of a storm. Superman, Wonder Woman, Green Lantern, Pegasus saw the twisters torn right through and they roar like a fright train leaving a trail of fallage wreckage behind them. The twisters torn the rest up and they were done as they ascended back to the clouds and everyone went on the attack take out the remaining fighters.

Most of the fighter pilots saw Superman and Wonder Woman, Spider-Man, Dragoon and Pegasus as greater threats, and focused their attacks on them. Nobody on the outside seemed to notice Green Lantern Lantern cut his way through the hull of the flagship and make his way inside.

Watchtower

Batman, Flash and the Martian Manhunter stood over the unconscious of the last Thanagarians on the Watchtower.

"Okay," said the Flash, "the Watchtower's ours again." He ran over to Batman, who had been using one of the computers while the other two had been fighting the soldiers.

"So where's your secret weapon?" He asked the Dark Knight.

"You're standing in it."

Flash's eyes widened. "Wait...you mean we're gonna..."

"Take the Watchtower out of orbit and drop it right on top of their little science project." Finished Batman. He gestured to the fallen Thanagarians. "Get them to the escape pods."

As the heroes dragged the soldiers away, the Watchtower's engines pointed the massive station towards the coordinates that Batman had programmed into the navigational systems. The three moved as quickly as they could to get the Thanagarians to the escape pods. Thanks to the Flash, it was quick work.

"Are these the last of them?" asked J'onn.

"Yep," said the Flash, as Batman began to silently back out of the pod, "the 'tower' is completely pest-free."

"Good." Was all Batman said as he pressed the launch button. The doors closed and the pod launched, with Batman still on the Watchtower.

Flash and the Martian rushed to the communicator. "What are you doing!?" demanded J'onn.

"I can't risk having the Watchtower burn up on reentry. I'll have to guide it in manually." Batman paused for a moment. "Gentlemen, it's been an honor."

The heroes in the escape pod bowed their heads in sorrow, knowing that Batman had just consigned himself to death.

Thanagarian Flagship

The first that anyone knew that John Stewart was aboard the flagship was when he brust through the lower decks, blasting any Thanagarian in his way. Using security cameras, the soldiers on the bridge, including Hro Talak, could see what the Green Lantern was doing, and where he was going. At the sight of the human's face, Talak gritted his teeth. He hated John Stewart. That man had stolen the love of Shayera Hol away from him. She had even betrayed her people, warned the Justice League of their plans, and even giving the Lantern back his ring. For her treason, shs had been imprisoned in the brig. He had tried to reason with her, told her that the only way for their people to survive was if the humans died. Instead, she had decided that Earth's people were more deserving of her love. One person on Earth in particular.

"Intruder alert!" one of the bridge officers cried into the ship-wide communication. "All security teams to engineering!"

"Belay that!" barked Talak, as he strode towards the door, his axe in his hand. "Green Lantern is mine."

Had Talak stayed on the bridge for a few minutes more, he would have seen Wonder Woman slam a fighter through the hull surrounding the bridge. She quickly flew through the hole that she'd created, followed by Spider-Man, Dragoon, Pegasus. After subding the bridge officers, Diana picked up a sword and marched through the door, followed by Spider-Man, Dragoon, and Pegasus. Unfortunately, there were two separate paths leading towards engineering.

Wonder Woman looked at her humans and Bit-Beast friends. "You ready?" she asked.

"Give me a second." Spidey got out his Blade of the daywalker and give it to Madoka and Spidey activated the Ultimatrix and slammed it. In a now-familiar green light.

Instantly, the Ultimatrix started cycling, bathing him in another Ulti-surge that reached deep into his bones, expanding and thickening them, drawing him up to more than thrice his normal height. His muscles rapidly followed suit, bulking up and growing denser, turning him into a veritable powerhouse. His hair and clothes and costume shrunk back into his skin, which rapidly hardened into orange scales, his head flattening into a more lizard-like form, his eye-sockets narrowing, his nose becoming two nostrils above his pronounced mouth, His massive spinal colum extended, protruding a massive tail, easily as thick as a telephone pole, while his feet morphed into cylindrical stumps, reminiscent of an elephant...or a brontosaurus.

With cold green eyes, a serpentine head, and a mammoth tail, the orange-scaled, bipedal saurian towered times their height and same size as Dragoon, his massively muscled bulk, the Ultimatrix dial on his chest. With an inhuman roar, "HUMONGOUSAUR!"

Diana smirked. "Flash would love that one."

Humongosaur grinned back. "I'll bet." He looked at the forked path. "Whaddya say? You go left, we go right?" Diana nodded. "Great. Let's see who gets to the shield control thingy first."

Wonder Woman gave a small laugh. "You're on." Giving an Amazonian war-cry, she rushed down to her path. Not to be outdone, Humongosaur and Dragoon let out a roar and everyone in this group charged down their own hallway. Woe to any Thanagarian in their way.

...

Wonder Woman found the Thanagarians to be fierce opponents, but she could still take on small groups of them without much trouble. As she defeated one group, she noticed a door covered with irregularly-placed bars. Behind the bars, and inside of a force field, stood Shayera Hol. Once known as Hawkgirl, she had been one of Diana's best friends. But she had spat on that friendship, and Amazonains do not take kindly to traitors.

"I should leave you to burn." The Amazonian princess all but snarled the words. She then raised her sword and slashed it through the controls to Shayera's cell. The bars withdrew into the wall and the force field disappeared. Without another word, Diana marched away. As soon as she was gone, Shayera stepped out of her cell and, after picking up a fallen mace, flew off towards the shield control.

...

On the engineering deck, Green Lantern used his ring to pry open a set of door. Behind them was a large roon with a force field, shaped like a pillar, inside of which was a small device with a plunger-like attachment.

"The force field controls." John looked up to see Hro Talak, the Thanagarian commander, land in front of the force field. "That is what you came for, yes? You want it?" he raised his axe into a ready position, "All you have to do is get by me."

"It'll be a pleasure." Lantern raised his ring and sent a beam of energy at Talak, who deflected it with a swing of his axe.

"No." Talak gave a glare. "This won't be like the last time that you took something that belonged to me."

Lantern's eyes narrowed. He knew that Talak was talking about Shayera. "Anything I took was freely offered. Maybe you should take better care of your stuff."

John sent several more bolts of energy at his foe, all of which were deflected. Both flew into the air, with John forming a tringular shield to block Talak's axe. The blow still took a chunk out of the shield. After several more blows, Lantern figured that he would be better off dodging Talak's blows than blocking them. Unfortunately, he still took several hits from both Talak's fist and from the hilt of his axe. One blow in particular knocked him into some machinery, which exploded, giving him several cuts on his face.

Stunned, Lantern couldn't stop Talak from picking him up by the throat. "I've beaten you, little man." Talak raised his axe. "Any last words?"

As Lantern's head cleared, he said, "Yeah; you can kiss my axe!" His ring created a green battleaxe in his hand, and both combatants swung at each other, attempting to overpower the other.

...

Humongosaur, Dragoon, Pegasus, and Pikachu crashed through yet another pack of Thanagarians. Aside from a few cuts and bruises, he was doing alright with his group. They knew from fighting alongside them that the Justice League knew what they were doing, but in short time that they'd known them, they had come to care for them. Even brooding Batman. Humongosaur idly wondered if it was just his and Pegasus' grief making them attached again.

Suddenly, Humongosaur notices something as the group rounded another corner, they spotted another group of soldiers but saw something just strange in the group of soldiers as they were fighting them. It was two male humanoid cats or kats. One was an big, meduim build frame, his fur was yellow with light-brown stripes on his forearms, bare-claw foot, wore an blue helmet with a red triangle on top, black mask with mesh covering the eyeholes, blue and red G-suit the black collar opened up with a white shirt inside, black fingerless gloves with a blue and red gaunlet weapon, two was an smaller, leaned but slim build, rusty colored fur, his G-suit was like the bigger kat expect it was closed up and the same helmet, mask, gloves and the gaunlet on his right arm and a red backpack on the rusty furred kat. Humongosaur knew those two guys as the Swat Kats T-Bone and Razor or Chance Furlong and Jake Clawson and their jet the TurboKat. With a roar, he crashed into the soldiers saving T-Bone and Razor the trouble from capture, punching, kicking and even swatting one with his tail. T-Bone and Razor notices the dinosaur in front of them but as soon as he turned to them they saw the Ultimatrix dial on his chest they gasped. "Spidey?" T-Bone said and Spidy saw them and nodded and they were relieved.

"Guys what are you doing here? Should you two be back in Megakat city and saved your town?" Humongosaur asked.

"Nah Megakat city was destroyed after Dark-creep drop a nuclear style mega bomb and blow it and the force sends us through your dimesion and to this dimesion and we been fighting these weird bird-men attacks us and we defended ourselves from them until you came and took them out quickly." Razor explains and Humongosaur nodded and Spidey who is Humongosaur introduces his friends to T-Bone and Razor and they pretty impressive how Spidey got ahold of a Bit-Beast Dragoon and suddenly as they were finishing, they noticed one out of the corner of their eyes, a pretty female with long, red hair. As they turned to charge, she held up her hands.

"Wait, please!"

Humongosaur, Dragoon, Pegasus, T-Bone, Razor, and Pikachu paused. Sure, she had been wearing a helmet the last time they'd seen her not T-Bone and Razor, but that voice...

"Shayera?"

The Thanagarian blinked. "Yes, it's me. You're...Spidey, Madoka, right?"

Humongosaur and Pegasus nodded even Dragoon, Pikachu, T-Bone, and Razor did too. "Right now, you can call us Humongosaur and Pegasus my friends T-Bone, Razor, Dragoon, and Pikachu. What are you doing?"

Shayera hefted her borrowed mace. "I want to help take down the shield controls." She looked down, shame obviously on her face. "And I want to atone for what I've done. Maybe I can never fully repair the damage I've done, but I want to start and now, before it's too late."

They nodded. They could understand wanting to fix a mistake, especially one that had lives on the line. They still hadn't come to terms with what happened. It was too soon.

"Let's go." As he stomped off, Dragoon flew, Pikachu on Pegasus' shoulder, T-Bone and Razor followed them, Humongosaur and Dragoon looked over their shoulders, "If you stab me or my friends in the back, you better make sure it kills me or us. Otherwise, it'll be the last thing you ever do."

Shayera nodded. That was as good as she deserved. Maybe even better.

"Let's kick some tail!" T-Bone yelled and they didn't encounter further resistance on their way to the shield controls. Humongosaur had to bend the frame of the walls a little in order to get through while Dragoon phase through the walls due to he's a spirit but attacks are real, but when he did, both they and Shayera found a horrible sight. Hro Talak had just brought down the blunt part of his axe like a club across Green Lantern's forearm, shattering the bone. With a scream of pain, John fell to his knees. Talak than delivered a wicked uppercut, sending Lantern across the room where he lay very still.

As Talak raised his axe for the killing blow, Shayera called out. "Hro! Enough!" Talak turned. His eyes widened when he saw Humongosaur, Dragoon, Pegasus, Pikachu, T-Bone, and Razor, but his gaze quickly went to Shayera. The traitorous Leaguer continued to walk toward him, until they were inches apart.

"The fight's over. You're a soldier, not a murderer."

Talak paused for a moment, then delivered a vicious backhand, sending her to the ground.

"I'm a fool!" he shouted, "For ever loving you!"

He would have attacked her further, but a massive fist and a claw filled his vision and sent him hurtling into a wall. When his vision cleared, he saw the enormous creatures, panting with rage and Dragoon glares at him and roars loudly.

Humongosaur was indeed furious along with Dragoon. As the others helped Shayera up to her feet, what was it about Thanagarians that made them treat women so cruelly? First had been the way that they'd treated Diana, now this? Spidey had always been taught to respect women, and this stood in the face of everything that he'd been raised with. He wasn't going to let this go! He told Dragoon and protect them and he nodded and flew at them helping them, then he slapped the Ultimatrix dial on his chest. In a flash of green light, stood a seven-foot tall creature that seemed to be made of a green and black, plant-like material, his shoulders have red petals and root-like feet seemingly holding rocks. His head was a red and yellow flame pattern and his green circle eyes.

"SWAMPFIRE!" he yelled in a deep, nasally voice. He glared at Talak. "Okay, buddy. Let's go!" with a yell, Swampfire charge at him, fist raised.

Talak flew at the plant creature, low to the ground. With a horizontal cut, Talak's axe sliced clean through Swampfire's leg!

"NO!" Shayera was still slightly stunned, but seeing the man that she'd once loved do something so needlessly cruel was too much. She was about to rush into the fight, when something amazing happened as T-Bone and Razor pointed it out. A vine grew out of the stump of Swampfire's leg, and attached to the severed limb, then, with a sickening, sucking sound, the limb reattached! Swampfire stood up, smirked and a fireball appeared in one hand! Talak was so stunned that he didn't have time to dodge. The ball of flame hit him square in the chest, sending him hurtling to the ground. Swampfire thought that was the end of it, but Talak got back up, his face full of rage.

Swampfire figured that he'd have to use something with a little more firepower and smirked. "Time to go Ultimate!" he shouted.

He slapped the Ultmatrix dial on his chest, and another blinding emerald light took hold on the room. Four prongs poked out as an evolutionary surge coursed through Spidey's body. His body is composed of dark brown petrified wood. Three blue gooey shells containing an organic, blue colored napalm kerosene gel-like solution grow on his forearms and three large ones on his back. His height grows by half a foot. As the light dies down Spidey yells out his name.

"ULTIMATE SWAMPFIRE!"

Raising his hand, he sent a massive blast of blue flame into Talak, who yelled in pain. "Shayera!" he called out. The Thanagarian had been helping Lantern get back to his feet. "See if y'all can shut down the shield while I keep him busy!"

Shayera, Pegasus, John, T-Bone, Razor, and Pikachu nodded and Dragoon nodded before went back into the bey and disppeared in a blue light. It was now or never.

Watchtower

As the Watchtower entered the Earth's atmosphere, Batman struggled to keep the station on course. Activating his comlink, he radioed Superman.

"We're cutting it a little close." He flinched slightly as a flaming piece of debris fell near him. "Have you shut off the force field?"

Back at the outside of the flagship, Superman shot down another fighter with his heat vision before replying.

"Not yet. Where are you?"

"Aboard the Watchtower." Admitted Batman, "Guiding it to target."

"That's insane!" was Superman's worried response. "Get out of there!"

Negative. I'm staying." Anything else Batman might have said was lost in static.

"Batman!" Without even a backwards glance, Superman flew towards the Watchtower, easily finding it with his enhanced, but praying that he would reach it before it was too late.

Thanagarian Flagship

Talak knew that he was outmatched. This shapeshifting creature/human with spider powers had been powerful before, but this enhnaced form, this Ultimate Swampfire, was in a league all its own. It was probably powerful enough to kill him with ease, but he had a suspicion that the creature/human was holding back.

"Not going to kill me?" he taunted. "Are you too scared to blood your hands?"

Ultimate Swampfire growled. He was doing his best not to kill him, but this guy just wouldn't stop. He decided to use a little more force. Reaching up, he took a glob of blue stuff out of one of his shells and threw it at Talak's feet. He then sent a small stream of fire on it. The blue slop was extremely explosive, and the blast sent a smoldering Hro Talak slamming into a wall, where he then slid to the floor in an almost cartoonish fashion. After checking to see that he wasn't dead, but still not a threat, Ultimate Swampfire turned around.

"Hey!" He shouted. "How's it coming, y'all?"

It had been hard for Lantern to draw up enough willpower to crack through the shields of the controls. He was in so much pain, but he managed to push past it, thanks to his training from both the Marines and the Green Lantern Corps. Once the shield fell, he tried to push the plunger-like device down, but with only one working arm, he wasn't strong enough. That is, until Shayera placed her hand over his while, T-Bone, Razor, Pegasus placed their hands on theirs and adding their strength to his own. Together, they deactivated the shields around the bypass.

Watchtower

As the firey remains of the Watchtower plummeted towards the bypass, Batman struggled to remain conscious. The exterme heat of reentry had pushed him to his absolute limit. Sweat rolled off of him in waves, and the only thing that he could still focus on was the targeting path on the computer screen in front of him, which miraculously still worked.

Finally, just when he knew that there was no way that the station wouldn't hit the bypass, did Batman allow himself to pass out. Fortunately, before the impact, Superman crashed through the walls of the station, and pulled both Batman and the seat he was strapped to, to safety. Seconds after they exited, the Watchtower, home and base of the Justice League for two years, crashed into the hyperspace bypass. The entire device, the size of a city, exploded with a force not seen since the atomic bomb was dropped on Japan. Over 200 miles wide, and nearly 20 miles deep, the crater could be seen from orbit.

Superman and Batman, who'd regained consciousness, took a moment to look out over the devastation, before the Man of Steel turned to the Dark Knight.

"Always have to be the hero, don'tcha?"

Batman looked at his friend for a moment, before giving a tired smile. "Right back at you."

Thanagarian Flagship

Ultimate Swampfire, Pegasus, Pikachu, T-Bone, Razor, Green Lantern and Shayera looked at the crater that was the hyperspace bypass via a viewscreen in the room. Shayera gave them a satisfied smile before she looked down at the floor with a sad, guilty expression.

'She's realizing what she's done,' thought Ultimate Swampfire; she's betrayed her entire species. What will she do now?

Further introspection was interrupted by the appearance of several dozen Thanagarian soldiers that flooded the room. The seven prepared to defend themselves, when cries of pain from the back of room caused everyone else to turn. Standing over the unconscious forms of several Thanagarians, bloody, bruised but unbowed, was Wonder Woman!

"Who's next?" she asked, raising her sword. As more of the soldiers began to charge, a voice rang out.

"Stand down!" Charred, bruised and beaten nearly to a pulp, stood Commander Hro Talak. "Lower your weapons." The soldiers quickly obeyed.

"Commander?" one of them asked.

"Our mission is a failure." Talak went on. "There's no more reason to fight. Let them go." He ignored the incredulous looks from both his soldiers and the heroes and limped over to Shayera. "I hope you're proud of yourself. It'll take years for us to rebuild elsewhere."

Shayera stared at him, unfliching. "Then you'd better get started." With that, she, Lantern, Wonder Woman, Ultimate Swampfire, Pegasus, T-Bone, and Razor marched out of the room. No one made a move to stop them.

Wayne Manor, the Next Day

Spidey Parker, Madoka Amona, Pikachu, Chance Furlong and Jake Clawson sat next to each other on the couch, in the chairs and Pikachu on Spidey's shoulder, watching the news. The television showed hundreds of Thanagarians ships leaving the planet. The reporter went on to thank the Justice League for what they did to save the world.

'Another thing that's different here,' Spidey mused, 'instead of hating heroes, like JJ, the media gives them props. Go figure.'

Shayera turned off the TV and looked at her feet. "They've been in there a long time."

"Yeah," Chance replied, "They have."

They were referring to the League, which was currently having a discussion about its future, and the future of its teammate, in the dining room. Since she had betrayed them, she had lost the right to voice her opinion on League matters. Since Spidey, Madoka, Chance, and Jake weren't League members at all, they had been politely asked to leave.

The five had spent the last several hours talking, everyone trying to raise her spirits, and she spent the time listening to some of Spidey, Chance, Jake, and Madoka's adventures from when he and she were younger while Chance and Jake tell her of their adventures as pilot and a shooter in a fighter jet protecting a city in a another dimesion. She had been more than a little surprised to learn that Spidey, Madoka had begun their superheroes career at only about 14 and 13 years old and Chance and Jake as Swat Kats.

Though Spidey and Madoka, Chance, Jake had been trying to make Shayera feel better, in truth, they'd actually improved their own moods. Talking about the goods times from that day since Spidey got his powers from a spider and Ultimatrix in the forest and his weapons showed up and his Beyblade after visiting Madoka in her dimesion, Madoka followed him after her friends died and Gingka give her his Beyblade and launcher and gaining powers, Chance and Jake their goods times as Swat Kats in Megakat city, allowed them remember the other happy times with their friends and family. Maybe they'd never get over it, but at least they knew that they could feel better. At the very least, Spidey and Madoka knew that they wouldn't try to kill themselves again.

Although they was feeling slightly better, they could tell that Shayera was still depressed. She had lost everything. So had Spidey, Madoka, Chance, and Jake, but they had gained a few friends that would support them. Shayera had betrayed those friends, as well as her entire species.

Now here she was, watching her people fly off in defeat, knowing that it was her fault. Without her Thanagarian armor, and all of her other clothes destroyed along with the Watchtower, Bruce Wayne had at least provided her with a pair of jeans, shoes, and a white shirt with the back cut away to allow for her wings while Chance and Jake wore were two red baseball caps backwards, turquoise mechanic coveralls, with the sleeves rolled up to Chance's elbows and half covering a long sleeved white shirt, Jake's non rolled up and zipped up covering his white shirt and they wore black work boots.

They sighed. "Look, Shayera." The Thanagarian stopped staring at her shoes to look at them. "We know at least part of how you feel. We know what it's like to lose everything." She looked at them, confused. Mustering up his courage, Spidey contiuned for his friends. "You may have lost your friends' trust, but least they're still alive. You can rebuild that trust, as hard least they're still alive. You can rebuild that trust, as hard as it might be. My friends and family, everyone that I've ever cared about, was killed two days ago and my mother disappeared and they lost theirs." There. He'd said it out loud for them.

Shayera looked at them in shock. They'd gone through that kind of trauma, and had been thrown into a universe that was completely strange to them, and they're still risked their lifes to save a world that wasn't even theirs'.

"We're just gonna say this," said Jake, "if you hadn't made the sacrifices that you made, there's a good chance that we wouldn't be here today to hear that reporter's annoying voice." Shayera gave a weak smile. Spidey put a hand on her shoulder. "Whatever they decide in there, in our eyes, if no one else's, you're a hero."

Shayera gave them another smile; this one, however, was genuine.

...

"She explotied our weakness, betrayed us..." Wonder Woman had been ranting about what Shayera had done to them, and by this point had probably repeated several of her own points.

"Come on," Flash said, in Shayera's defense, "she was in the ultimate no-win situation; but when push came to shove, she came through for us, just like always."

"She is a pariah to her people." J'onn added. "We are all she has left."

"Believe me, J'onn, I feel for her." Said Superman, "But after everything that's happened, I honestly don't know if I can ever completely trust her again."

Green Lantern looked at the table, silent since the discussion began.

"We're arguing in circles." Said Batman, "It's time to take a vote."

...

"Excuse me Miss Hol," Alfred said as he entered the room. Spidey, Madoka, Chance, Jake, and Shayera stood up, apprehension on their faces. "They sent for you."

"Thank you, Alfred." The bulter nodded, and walked away. Before she headed to the dining room, she gave Spidey, Madoka, Chance, and Jake a small group hug. "Thanks, everyone."

Spidey and Madoka, Chance, and Jake returned the gesture, though it was hard to hug someone with wings. "No problem, Shayera."

As soon as she entered the dining room, Spidey quickly pull out his Beyblade Dragoon V who is a blue and red highlights Bey from his container and quietly went over to the adjacent wall with the guys and gal. They hoped to hear what the League had to say. Maybe they'd go easy on her. His spider sense goes off and the three jump slightly when they heard a soft cough. They turned to see Alfred, with a small smile on his lips. Before Chance and Jake could explain what they were doing with Spidey and Madoka, the bulter put his ear to the wall, and gave them a wink. They grinned, then mirrored Alfred's action.

...

Shayera entered the dining room to find the other six League members standing in a line. All stood with their backs straight and their shoulders squared. Even Green Lantern, whose right arm was in a cast.

"Hawkgirl..." Began Superman.

Shayera interrupted him. "Before you start, I have something to say." She took a deep breath. "I came to this planet as a patriot. I had a mission and I carried it out. What I couldn't know was that would come to care for the Earth, and her people." She looked at each other of her teammates in the eye; even Batman, who looked at her in suspicion, and Wonder Woman, who still gave her a look of contempt. "That I'd come to care for all of you. I've spent the last five years torn between my feelings and my duty. I won't ask you to do the same." Her spine straightened, and some of her old fire returned. "Therefore I am resigning from the Justice League, effective immediately."

She turned and walked towards the door, leaving six stunned ex-teammates behind. Flash recovered fastest and stopped her long enough to give her a hug. She returned it, and whispered in his ear.

"Tell the others to take care of Spidey, Madoka, Chance, and Jake; they needs friends right now."

With that, she let go, and walked out the door. She didn't look back.

"Great," muttered Flash, "no Hawkgirl, no Watchtower; what's gonna happen to the League now? Do we all just walk away?"

"No," said J'onn, "we rebuild. Starting today."

"J'onn's right," agreed Superman, "Earth still needs us, and we'll never let her down. It's our duty."

Green Lantern looked down, still silent.

...

Spidey, Madoka, Chance, and Jake didn't know what to say. They'd known Shayera for even less time than the rest of the League, but they still counted her as a friend, and now she was leaving? They wanted to say something, anything, to get her to stay, but found they couldn't.

"Gook luck." Was all they'd managed to say. Still, they made sure to give Shayera one last group hug before she left..She was a lot like them, in a way. They'd both had their lives shattered, and now she was going to find her own way in the world. How could they do any less? They wasn't sure if they were ready to be superheroes again, but that didn't meant they couldn't live their lifes.

As they sat there, thinking about their futures and Spidey looks at his Dragoon, Alfred walked in.

"Excuse me, sirs and miss." They looked up. "They're ready for you."

"Thank you, Alfred." They walked into the dining room with Spidey holding his Dragoon in his right hand gripped it. The Justice League was present, minus Green Lantern.

"Now then," said Superman, "What to do with y'all?"

...

Shayera stood at the edge of the cliff near Wayne Manor. She heard footsteps, but didn't turn around. She knew who it was.

"You never asked how we voted."

Shayera barely glanced at John Stewart before returning her gaze to the sunset. "It doesn't matter."

"So... where're you gonna go?"

"I don't know." Said Shayera after a moment. "Some place where the fate of the world isn't in my hands. Some place where there are no more secrets, no more lies."

"Was it all a lie?"

Shayera turned to look at the Lantern. "I love you, John." She said that with a small smile. "I never lied about that."

After a moment of staring into his eyes, Shayera Hol turned around, opened her wings, and flew off into the sunset.

John Stewart watched her go, until she was too far to see. Only once she was gone did he allow the tears to fall.

"I love you, too."