BEN 10, JUSTICE LEAGUE AND YOUNG JUSTICE DO NOT BELONG TO ME. MY OC'S DO, AND THEY LIKE TO HURT PEOPLE WHO TRY TO STEAL THEM.

Okay, so I really like Young Justice; it's a really good show and a bit darker than Justice League Unlimited, which is fine. However, this story will only loosely follow the Young Justice storyline; certain events may happen, but how they play out will be different, as will the characters that star in this story. I got flak for following the story too closely in Ben 10: Unlimited, so I'm going to be a little more creative.

Also, something I wanted to say: thank you all for the favorites and follows! One chapter in and I've got more than 200 faves and over 150 follows! You rock, and this makes me want to write more!

And now, a time-skip!

Unlimited Justice, Part 1

Chapter 1

Independence Day

Gotham City, July 4, 12:00 EDT

It was a beautiful day in Gotham, which was actually quite rare. Most days, people tried to just get on with their day in the crime- and trash filth-ridden city and get back home without getting mugged. Today, though, the sun was shining, crime seemed to be nonexistent and, feeling brave, many Gothamites made their way to the city's main park to relax.

Of course, that was when all frozen hell broke loose. One moment, a family was enjoying sandwiches on the hot Fourth of July day; the next, they were encased in ice. They weren't dead, just trapped and unable to move, but if they didn't get help soon, they'd experience frostbite.

Several people tried moving to help, but another blast of ice sent the civilians running for their lives. The few who stayed behind were witness to a man in a large exo-suit walk out from under the shade of some trees. His head, the only part of him that showed any skin, was chalk-white, devoid of any hair and encased in a transparent dome. In his hands was a large cannon, wisps of cold air coming from the barrel.

Mister Freeze smirked at the terror he was causing; he aimed his ice-cannon again, but a batarang knocked it off-target.

"Batman?" Mister Freeze asked, whirling around, "I was wondering when…"

But there was no one in sight, only the sound of mocking laughter.

He looked up to see a boy flip over him; the boy was wearing a skintight, red-and-black outfit with black gloves and a short, black cape, and a black "R" could be seen on the left side of his chest. His black hair was parted at the bangs, which ended at the edges just above his double-diamond mask.

Mister Freeze scoffed. "Boy Wonder… the Bat sent you to cart me off to prison? Frankly, I'm underwhelmed."

"Yeah, sure," 15-year-old Jason Todd, AKA Robin, said as he tossed an explosive disk that cracked Freeze's helmet, "Can we wrap this up? I'm kind of in a hurry here."

Mister Freeze shook his head. "Kids… always in a rush."

"Not talking to you," Robin said, gesturing behind Freeze.

The villain looked up in time to see Batman fall from the sky; the last thing he saw before he was knocked out was the Dark Knight's fist smash through his damaged helmet and into his face.

Batman shot the latest person to bear the mantle of Robin a mild glare of reproach. "You moved in before I gave the signal."

Robin shrugged uncaringly. "Sorry, got a little excited; today is the day!"

New York City, 12:10 EDT

The citizens of Manhattan ran in fear, as another ice-villain ran amok; this one was Icicle Jr., a young man with the ability to coat his body in ice, as well as create and shoot it. As he watched the people around him scream, he let out an insane cackle.

He wandered around the city for a while, occasionally encasing a car or innocent bystander in ice; he was interrupted, however, when a spiked mace flew down at his feet, barely missing him. Of course, realizing who the mace belonged to, Icicle Jr. knew that the wielder had missed on purpose.

Following the mace's trajectory, Jr. saw a pair of winged figures standing on top of a nearby building. The first was a woman, wearing tight blue pants, boots, a midriff-showing top and a helmet that covered all of her face, save for her mouth, while her eyes were protected by reflective goggles.

The second figure was a young man, broad at the shoulders and bulging with muscles, though that was hidden by the silver-and-black armor that he wore. The only part of his skin that was visible was the lower half of his face, which showed a strong chin and tanned skin. Unlike the woman's grey-feathered wings, his were pitch-black.

Icicle Jr. grinned. "Finally! What does a guy have to do to get a little attention around here?"

16-year-old Rex Stewart, known as Warhawk, snorted in disbelief. "Is he really doing all this for attention?"

His mother, Shayera Hol, who had started going by the name Hawkwoman, rolled her eyes. "He's older than you and he acts like a little kid… let's go spank him."

Warhawk gave an almost feral grin. "With pleasure."

Hawkwoman made the first move, dive-bombing Icicle Jr., with her son right behind her, his Nth-metal gauntlets crackling with energy. Jr. tried shooting them down with blasts of ice, but the two Hawks gracefully dodged. Hawkwoman snatched up her mace and, in the same motion, slammed it upwards into the villain's chin; as he flew into the air, Warhawk brought his fists together and slammed down on Icicle, sending him back down to Earth.

Hawkwoman idly twirled her mace as she and her son landed in front of the unconscious villain.

"Guess he had a glass jaw," Hawkwoman commented, before her expression turned apologetic. "I'm sorry that your father couldn't be here today, but you know he's as proud of you as I am. Are you ready to go?"

"Of course," Warhawk said, a grin breaking through his normally strict visage, "Today is the day!"

Central City, 11:03 CDT

The villain called Captain Cold found himself thwarted during his latest heist; he was surrounded by a pair of circular blurs, one solid red and the other half-yellow and half-red. He drew his ice-gun and fired as fast as he could pull the trigger, but none of his shots connected.

Wally West, clad in his red armor that identified him as the Flash, loved it when villains, especially his villains, tried to hit him; it just gave him more opportunities to taunt them.

"Seriously, Cold? Stealing ice?" he gestured to the bag filled with diamonds that Captain Cold held, "Isn't that a bit cliché?"

"Come on, we don't have time for this!" Flash's protégé, a young man with brown hair, his body covered in a skintight outfit that was yellow at the top and red at the bottom, with red gloves, yellow boots and red goggles ran forward to yank the bag out of Cold's hand, though he took a grazing hit to his shoulder in the process.

Captain Cold tried to get a bead on 15-year-old Barry Allen, known as Kid Flash, but his uncle dashed in and knocked the villain out with a single punch.

"Calm down, Kid," Flash said.

"Oh, please," Kid Flash said, annoyed, "you'll chat it up with the cops, with bystanders, with Cold, even! No, no way; today is the day!"

San Francisco, 9:25 PDT

Very few supervillains attacked San Francisco for two reasons; the main one was that there wasn't much to do in the way of villainy. The second, and most important reason, was that two of the world's most powerful heroes made their home there.

Supergirl, the Girl of Steel and Last Daughter of Krypton, and—though few knew about their relationship—her husband; Ben 10 was the shapeshifting hero who had saved the entire multiverse on more than one occasion.

As if those two powerhouses weren't enough, they now had help, which the villainess Killer Frost was finding out firsthand.

She tried freezing the two heroes who were coming after her, but her shots were melted by the fiery form of Heatblast or dodged by a teenage boy with blond hair, jeans, a black T-shirt and a blue jacket with the number 10 in red on the left side.

Deciding that the younger boy was easier prey, Killer Frost directed her power at only him. She managed to trap the teen between two pillars of ice, but had to create a frozen shield around herself when the young man pointed his hand at her and sent a massive wave of fire in her direction.

"Hey, Frosty!" Ken Tennyson, known to the world as Ken 10, called out, "Just so you know, I'm just the distraction!"

Before Killer Frost could react, a green light flashed and Heatblast was replaced by what might as well have been a walking oven.

"NRG!" the alien cried out, before sending a beam of superheated radiation out of the grille on his helmet.

Killer Frost raised a shield again, but she had fought this form more than once over the years; it was only a matter of moments before her ice melted. When it did, however, she was surprised to see that NRG had stopped.

"What, too scared?" Killer Frost taunted.

Instead of addressing her, NRG scratched the top of his armored head. "What are you doing?"

Killer Frost realized that NRG was talking to someone behind her; she whirled around to see Ken 10 behind her, a spinning ball of green energy in his palm, which he then drove into her midsection.

"Rasengan!" Ken shouted, and the ice villainess was sent flying backwards into a car. The teen hero snickered as NRG walked up to him; even though NRG didn't have a visible face, Ken could tell that his father was doing his best to raise an eyebrow.

"What did I do?"

NRG waved a finger at him. "No more anime for you."

"Oh, come on!" Ken said, knowing that his dad was just messing with him, "I couldn't resist having a little fun this time; today is the day!"

Before calling in a teleport, Ben and Ken stopped by their house to make a quick call; there would be hell to pay later if they didn't. They entered the basement, a place that Ben had stored several items, both from his own universe and this one; one of them produced a holographic screen that showed the faces of the other two members of the Tennyson family.

The first was Ben's wife and Ken's mother, Kara Zor-El Tennyson; clad in a blue bodysuit with a waist-length cape, she cut a stunning figure that made Ben wonder how he deserved marrying such a beautiful woman every time he saw her.

The other member of the family was the youngest; at eleven years old, Jennifer Gwendolyn Tennyson, or Jen 10, looked almost exactly like a childlike version of her mother, save for her brown hair and her outfit: blue shorts and shirt, over which she wore a red vest with the number 10 on the back. She looked at her older brother with a combination of pride and jealousy.

"I can't believe I'm missing this!" she cried out from the other end of the line, "Not to mention, it's really cold over here!"

"Sorry, honey, I wanted to be there, too," Supergirl said, patting her daughter on the head, which made her stick out her tongue, "But you know that we're needed here."

For a day like today, the Tennyson family had wanted to go together, but a series of earthquakes had devastated parts of Russia, and the Tennyson women had happened to be at the Fortress of Solitude and had rushed over, along with several other members of the League. Due to the damage, they wouldn't be able to make it in time.

"It's okay," Ken said, smiling, "Just be sure to get here for the party afterwards; I can't celebrate my seventeenth birthday without you two."

In Russia, Supergirl found herself smiling at her son's maturity; it was one of the qualities that he had inherited from his father. Of course, there were also his looks; Ken was already the same height as his father, and aside from the blond hair—something he got from her—and the trim beard and moustache that Ben had, the Tennyson men were almost identical.

"All right, we just came to call you and let you know that Killer Frost is dealt with, and we're on our way," Ben said.

"And I missed Snowflake getting smacked down," Jen groused, "This is so not fair!"

"Hey, you'll be doing this in a few years," Ken said, then smirked, "so stop worrying, brat."

"Jerk!" Jen shot back, her tongue sticking out again.

The elder Tennysons rolled their eyes at their children's behavior; despite how they acted, Ken and Jen were actually very close, and would do anything for the other.

"Okay, enough of that," Ben said, "It's time to get moving; see you both later tonight."

"All right, I love you both!" Supergirl said, waving, "And if we can't make it back before midnight, I just want to wish you happy birthday, Ken!"

"Love you too, mom," Ken said, then glanced at Jen, "And I suppose that you're… okay."

"You suck!" Jen yelled, before the call was ended.

Ben affectionately ruffled his son's hair. "You ready to go?"

"I've been waiting forever for this," Ken replied, batting away his father's hand before giving him a hug, briefly forgetting his super-strength.

"Ken! Air!" Ben gasped.

"Sorry, Dad," Ken apologized, sheepishly rubbing the back of his head.

After getting oxygen back into his lungs, Ben transformed into Diamondhead and tapped the dial on his chest. "Mister Terrific, we're ready."

In a flash of light, they were gone.

Metro Tower, Metropolis, 14:00 EDT

Ken and Diamondhead appeared outside of the Metro Tower, next to Batman, Robin, Hawkwoman and Warhawk.

"Hey, guys!" Ken said, high-fiving Warhawk and giving Robin a fist-bump.

"What kept you?" Robin asked.

"Family," was all Ken said, and the other two nodded in understanding.

The older heroes exchanged greetings, but the sound of rapidly-approaching feet drew everyone's attention; Flash arrived, with Kid Flash just a second behind him.

"Aw, man," Kid Flash moaned, "I knew we would be the last ones here!"

"Why didn't you just teleport here?" Warhawk asked, "That's what we all did."

"What's the point of super-speed if you don't walk anywhere?" Flash asked, a wide smile on his face.

"What's the point of super-speed if you're still last?" Kid Flash grumbled, but he still grinned as he greeted the other young heroes.

As the eight heroes began walking towards the Metro Tower, dozens of civilians began snapping pictures of them.

"Is that Batman? How often does he come out during the day?"

"Hey, it's Diamondhead! He's my favorite of that guy's aliens!"

"Oh, look, it's Flash's sidekick, Speedy!"

"No, you idiot, that was Green Arrow's sidekick years ago; this guy's name is, uh, Flash-Boy!"

Kid Flash slumped slightly. "I've been doing this for three years, and people still can't remember my name."

"It's okay," Robin said, "they still think that I'm the first Robin."

"Nobody even remembers that I have a name," Ken added, "I really should get something better one day."

"So, you ready for this?" Diamondhead asked, cutting off the commiseration.

"Absolutely," Warhawk said.

"And I'm glad that all four of us were invited," Ken said, to which the other young heroes agreed; the four of them had known each other for years, not long after Jason Todd had been adopted by Bruce Wayne six years ago.

It wouldn't feel right for any of them to join the Justice League without the others with them.

"Still, when was the last time that the four sidekicks were together in uniform like this?" Kid Flash asked.

"Hey, since we're joining the League, I think we can drop the 'sidekick' title," Warhawk said.

"Good point," Robin said, "Honestly, now Ken can say 'it's Hero Time' instead of 'it's Sidekick Time'."

"Shut up, Bird Boy," Ken growled, though he didn't really sound annoyed.

"You all seem a little on edge," Hawkwoman commented, her sharp eyes noting the slight tension in the teens' postures.

"Yeah, sorry," Kid Flash said gesturing to the gleaming tower in front of them, "It's my first time going into any of the League's buildings; I'm a little overwhelmed."

"You're overwhelmed, Freeze was underwhelmed," Robin said, "Why isn't anyone just whelmed?"

As the group entered the Metro Tower, the younger heroes saw the massive room that was the heart of League operations on the planet; over a dozen heroes were either talking to each other or working on computers that seemed decades ahead of anything else on the planet.

"Oh…" Robin said, "Maybe that's why."

Two of the heroes broke away from the others to intercept them; the Martian Manhunter, despite his intimidating alien appearance, smiled warmly, while Green Arrow gave a friendly wave and grin.

"Robin, Warhawk, Kid Flash, Ken 10, welcome," J'onn gestured to the enormous room before leading them on a short tour of the rest of the building, "You now have access to the gym, a fully-stocked kitchen and our library."

The group stopped in the last room, where the younger heroes plopped down onto waiting chairs and looked around in awe; for as long as they had been heroes, they had dreamed of the day that they could join the Justice League, and now it was really happening.

While the four teens basked, Batman drew the older heroes to the side for a moment.

"A quick debrief to discuss the coincidence of four ice-villains attacking on the same day," Batman looked over at the younger heroes, "We shouldn't be long."

As the older heroes began to walk away, Ken coughed, getting their attention.

"Um, no offense, but since we helped take down those ice-villains, shouldn't we be part of the discussion?"

"Walk before you run," Hawkwoman replied.

"What are you talking about?" Ken asked, "I thought that we were members of the League now; doesn't that mean that we get to, I don't know, do stuff?"

Diamondhead looked a little uneasy, but before he or any of the others could say anything, one of the communication-screens activated, showing Superman's face.

"Superman to Justice League; there's been an explosion at Genesis Labs and it's now on fire."

Batman tapped his chin in thought. "I've had suspicions about Genesis for a while now; this could be the perfect opportunity to…"

Before he could finish, Zatanna's image appeared next to Superman's. "Zatanna to Justice League; the sorcerer Wotan is using the Amulet of Attan to blot out the sun. I'm requesting full League response!"

Batman glanced at Superman's side of the screen; the Kryptonian shook his head.

"It's only a small fire; local authorities have it under control."

"Then Genesis can wait," Batman said, before activating a League-wide communication, "All Leaguers, rendezvous at Zatanna's coordinates; Batman out."

With excited grins, Ken, Robin, Kid Flash and Warhawk dashed up to join the others, who were now moving to the nearest teleporters. Batman, however, held up a hand to stop them.

"Stay put," he said.

"What?" Robin demanded angrily, "Why!?"

Inwardly, Diamondhead winced; he had thought something like this would happen when the League was discussing the younger heroes' membership, and he knew what was coming next. He had argued against it, but had been outvoted by the other senior Leaguers.

"This is a League mission," Hawkwoman said sternly.

"You're not trained," Flash added, though it was rather reluctant; he had been one of the few Leaguers who had taken Ben's side of the argument.

"Since when!?" Kid Flash asked.

"I meant that you're not trained to work as a part of this team," Flash corrected, gesturing to the older heroes.

I thought we were all on the same team now, Ken thought.

"Don't worry, there'll be other missions," Hawkwoman said, "when you're ready."

"For now, stay put," Batman said, adding a slight glare to his order, before he and the others left.

"Glad you didn't bring you-know-who?" Green Arrow asked the Martian.

"Indeed," J'onn said.

Diamondhead, the last one out, paused at the exit; he looked back to see his son staring at him with a look of hurt and betrayal, and it tore him up inside… until he got an idea.

"You know, it's a shame that everyone else in the League is out of the area," he said nonchalantly, "There's no one to supervise you."

And then he left.

When the doors closed, the younger heroes slumped; they had been so pumped to finally fight against the big-time threats against the world, and they had just been tossed aside. Even though they had been given membership in the League, they weren't given respect.

Kid Flash scowled. "When we're ready? How are we ever supposed to be 'ready' when they treat us like… like sidekicks?"

"I thought we already were ready," Warhawk said, disappointed, "Were they even going to let us go to the Watchtower, or was this little tour it?"

Now they felt even worse; though they had all been teleported by the space station before, none of them had actually been inside of it, and had been looking forward to doing that today.

"If we were ready, the least they could do was let us get debriefed on the ice-villain thing," Kid Flash huffed.

"And if that was the least they could let us do," Ken added, "how long would we have to wait before we actually do get to do the big missions?"

"I have a better question," Robin said, "Why didn't we leave? Why are we still here?"

The four teens slumped again, lost in their own thoughts, before Ken realized what his dad had said: there weren't any Leaguers in the building, which meant that there wasn't anyone to stop them. He glanced over at Robin with a raised eyebrow.

"What's Genesis Labs?" he asked.

Robin stared at him for a full two seconds before he also remembered what Diamondhead said.

"I don't know," he replied, a grin slowly forming on his face, "But I bet I can find out."

He walked over to the computer and began typing.

"Access denied," the computer said.

"Heh, wanna bet?" Robin asked, before typing some more; after a few seconds, lines of code began flashing on the screen.

"Whoa, how are you doing that?" Kid Flash asked, impressed.

"Same system as the Batcave," Robin answered, before he cracked open the file he wanted, "All right, Genesis Labs… it's a genetics lab—duh—and it's based in D.C. That's all there is, but if Batman's suspicious… maybe we should investigate."

"Solve their case before they do," Warhawk said, nodding, "It would be poetic justice."

"And they're all about justice," Ken said, giving a thumbs-up, "It's in the name."

"But they said stay put," Warhawk pointed out, his own discipline coming out again.

"For the blotting-out-the-sun mission, not this," Robin argued.

"Wait, are you going to Genesis?" Kid Flash asked, grinning in excitement, "Because if you guys are going, I'm going!"

"Well, I'm going, and Robin's going," Ken said, "And since you're going if we all go…"

The three of them looked at Warhawk, who still looked unsure.

"Just like that?" he asked, "We're a team on a mission?"

"We didn't come for a play date," Robin said.

Warhawk hesitated for a moment, then smiled. "Well, I hope you can hack teleporters as fast as you can computers, 'cause we need to get to Washington."

Washington D.C., 14:30 EDT

In a flash of light, the four young heroes arrived outside of Genesis Labs; it was a fairly small building, only two stories tall, and looked like a standard office building. The only thing that made it stand out from the surrounding structures was the fire that shot out of the second-story windows, while frantic scientists called out for the fire department below to save them.

While the firefighters bravely tried to put out the flame, something behind the scientists exploded, sending two of them flying. Before the firefighters could so much as gasp, a yellow-and-red blur zoomed past them, running straight up the side of Genesis Labs to grab the falling men and drop them off on the roof. Then, in the same two seconds, that blur turned around to jump inside an open window.

"Was that Flash's sidekick?" one of the firefighters asked, "What's his name, uh, Flash Junior?"

Kid Flash stuck his head out of the window. "It's Kid Flash! Why is that so hard to remember?"

Warhawk flew in through the same window. "Maybe Ken isn't the only one who needs a new name."

Behind the firefighters, Robin and Ken paused.

"Why does KF always run in first?" Ken asked.

"Well, he is a speedster," Robin pointed out, "Running is what they do."

Ken rolled his eyes. "Well, we still need to get those scientists out of—Robin?"

It took him a moment, but Ken spotted Robin suddenly on top of a fire truck; a quick use of his grapple-gun later, and Robin was inside the building.

How the heck did get over there so fast? Ken wondered, I'm almost as fast as Barry; why am I the slowest person on the team right now?

Shaking off his confusion, Ken ran past the firefighters and pointed his hands at part of the inferno.

"Let me help with that," Ken said, before the flames began to move out of the building and towards him; the fire was then absorbed by his hands and vanished. Without waiting for thanks, he ran up to the base of the building and gathered Mana below his feet; a transparent green square of energy appeared, which then lifted him up to the scientists. His eyes glowed green as he held out one hand, and a second platform appeared at his side.

"Get on," he told the scientists, "it's perfectly safe."

The two men on the roof looked at each other uneasily, but did as they were told; after Ken lowered them to the ground, he jumped through the window, where he saw his three friends looking through files and, in Robin's case, on computers.

"You know, there were civilians in danger," Ken said, a little annoyed that he had to do more work than anyone.

"You handled it," Robin said dismissively, "Besides, we're here to investigate, remember?"

Ignoring the young detective, Ken tried using his X-ray vision, but found nothing out of the ordinary until he realized that the bottom floor was lined with lead. That led him to the conclusion that there was something below that no one wanted found. Then his super-hearing picked up the sound of a door closing; quickly following it, he caught a glimpse of something entering an elevator down the hall.

Something with horns.

"Guys!" Ken hissed; the others caught up to him, just missing the strange figure, but they did see the elevator working.

"That's not right," Warhawk said, "Aren't elevators turned off during a fire?"

"Yeah, they are," Robin said, examining the door, "Wait, this is wrong."

A holographic computer screen and keyboard appeared over Robin's left glove; the Boy Wonder typed for a few seconds, then brought up an image of the elevator.

"This is a high-speed express-elevator," Robin told them, "Why would it be in a two-story building?"

"I think the better question," Ken said, "is why there was something with horns using the elevator."

"Horns?" Kid Flash asked skeptically, "I think you need to absorb a little more yellow-sun radiation, dude."

"I'm not making this up!" Ken said defensively.

"I believe him," Warhawk said, "Ken's not the kind of person to mess with us while on a mission; KF, on the other hand…" he trailed off with a smirk, while Kid Flash scowled.

Ken ignored the bickering, instead walking up to the closed elevator; before the other three could ask what he was doing, he turned intangible and put his head through the doors.

"I'm not the only one who gets creeped out when he does that, right?" Kid Flash asked.

"Nope, I think it's weird, too," Robin said, though he did admit to himself that intangibility would come in handy for someone like him.

Ken pulled his head back and became tangible. "You guys are gonna want to see this."

With his super-strength, Ken forced open the doors. The others looked down to see that the tunnel went down far deeper than two stories; it looked like it went down for dozens!

"And now we know why there's an express-elevator," Warhawk said, spreading his wings and slowly flying down; Ken created a Mana-platform, which Kid Flash and Robin stepped onto, and lowered the three of them down.

Robin called for a halt at a door marked '26'. "This door has firewalls that I can breach; all the others are too secure."

"Ken could just rip them open," Kid Flash suggested.

"Let's try the subtle way first," Ken said, his eyes briefly flashing blue, "Besides, my X-ray vision actually works on this door, and there isn't anyone waiting to ambush us; I'm not sure about the levels above us."

While they had been talking, Robin had been able to hack the door, opening it; the four entered and, like Ken said, there was no one to attack them, just a row of red crates.

"Funny, I was expecting more," Warhawk commented.

"Maybe it's up ahead," Kid Flash said; before anyone could stop him, he ran down to the end of the hallway, where it intersected with another hall that went left and right. As he approached it, Kid Flash was wondering which direction to take; before he could make that choice, a thudding sound startled him, causing him to trip and slide into the middle of the hall.

That thudding noise was caused by a veritable herd of large creatures; they had gray skin, with elephantine hind legs and apelike arms. They walked on all fours, using their knuckles as support; their red eyes glowed, though they were partially obscured by the large tusks that emerged from the sides of their heads.

Kid Flash barely rolled out of the way of the lead creature, while the other three heroes finally caught up; not even Robin had a clever quip, as they stared at the strange… things. What none of them noticed, however, was that each creature had a smaller one sitting on its head. These smaller beings tiny, barely bigger than a human hand; they had red eyes and stubby horns and they clung to the larger creatures like a frog.

One of them spotted the heroes, and its eyes and horns briefly glowed.

"I'd say that Batman's suspicions of this place were spot-on," Warhawk whispered.

Deeper within Genesis Labs, a man with long brown hair tied up in a ponytail, square-rimmed glasses, sandals and a white lab coat busied himself with creating a monster. He mixed some red liquid into a test-tube filled with blue liquid and nodded approvingly as the red vanished. He was brought out of his tests by the sound of the door opening behind him.

"Dr. Desmond," a man wearing a black combat-suit, gold helmet and gold shield on his left arm said as he marched in; on his left shoulder, one of the smaller gray creatures looked agitated.

"Tell me, Guardian," Dr. Desmond said as he placed the test-tube into a container labeled 'Blockbuster', "What part of 'no interruptions' did you not understand?"

Guardian ignored the scientist's attitude. "One of the G-Gnomes on sublevel twenty-six reported four intruders."

Desmond sighed. "Did I miss a perimeter-breach alert?"

"No…" Guardian said slowly.

"Then the G-Gnome's confused," Desmond said crossly, "Whatever might occur in our faux-lab aboveground, the real Genesis is the most secure facility in D.C."

"My job to keep it that way," Guardian replied.

"Fine," Desmond sighed again, "take a squad."

Before Guardian could leave, another figure entered the lab. He as skinny and gray-skinned, wearing a white shirt and pants; his eyes were red and his ears were elfin, while two whisker-like tendrils drooped down like a moustache, and two horns arced upwards.

"Might I recommend that Guardian leave his G-Gnome behind?" Dubbilex suggested, "If violence should occur…"

"The little guy might get in my way," Guardian finished, even as he patted the small creature on the head affectionately.

"No!" Desmond snapped, then composed himself. "The advantage of instant telepathic communication outweighs other concerns." He then rubbed the chin of the G-Gnome that was sitting on his table; a moment later, the horns of both that G-Gnome and the one on Guardian's shoulder began to glow.

Guardian's eyes glazed over as he spoke in a robotic tone. "I need my G-Gnome with me at all times."

He then bowed to Desmond and walked out, Dubbilex right behind him.

After avoiding the strange creatures, Ken, Robin, Warhawk and Kid Flash searched the level they were on, eventually finding another locked door. Robin quickly hacked the systems, opening it; not for the first time that day, or even that hour, the four young heroes were stunned.

"Okay, I'm officially whelmed," Robin said; the other three silently agreed with him.

The room before them had rows of large, transparent jars; inside each one was an identical, insect-like creature with arcs of electricity being emitted by its abdomen. The electricity was then absorbed by a device at the bottom of each jar.

"So this is how they hid this big of a facility," Kid Flash said, studying one of the creatures closely, "The real Genesis Labs isn't on the grid; it's power is generated by these… things."

"Maybe that's what they're bred for?" Warhawk suggested.

"Figures," Ken muttered, more than a little disturbed by what he'd seen so far, "Genesis means beginning, or life; these guys are creating new life with these critters, but why?"

"Let's find out," Robin said, already hacking a nearby computer and bringing up images of the creatures they'd seen so far, as well as pictures of ones they hadn't. "They're called Genomorphs… whoa, look at the stats on these things! Super-strength, telepathy, razor claws…"

"It's an army," Warhawk said grimly, "Why else would you make living weapons?"

"But who's the army for?" Kid Flash asked.

"What's that?" Ken asked, pointing to a file on the screen, "What's 'Project Kr'?"

Robin tapped at the keyboard, but all he got was a negative-sounding beep. "No good; the file's triple-encrypted. I can't…"

"Don't move!" a voice ordered; the four heroes turned to see a pack of short, gray-skinned creatures with long tails and razor-sharp claws on their hands and feet. The creatures snarled at them, but didn't attack, as a man with a golden helmet and shield walked into the room.

"Wait a minute," Guardian said uncertainly, "Ken 10, Warhawk, Robin, Kid Flash?"

"Hey, at least he got your names right," Robin joked at Ken and Kid Flash, though his eyes never left the computer.

"Wait, I recognize you," Warhawk said, "You're Guardian; you're a hero."

"I do my part," Guardian said modestly.

"Then what are you doing here?" Kid Flash asked suspiciously.

"I'm chief of security," Guardian said sternly, "and you're trespassing. Don't worry, though; we'll call the Justice League and figure this out."

"I don't think the League will like all of this," Ken said, gesturing to the Genomorphs around Guardian, then the ones in the jars, "Living weapons tend to make them upset."

"Weapons? What are you…?" Guardian trailed off when the horns of the G-Gnome on his shoulder began to glow; when they faded, Guardian snarled and pointed at the heroes. "Take 'em down hard! No mercy!"

The Genomorphs around them charged; Robin disconnected from the computer and threw a smoke pellet at the ground, giving the Genomorphs pause and letting the heroes get ready. Warhawk flew into the air, then dive-bombed two of the creatures, his Nth-Metal gauntlets smashing them to the floor. Kid Flash easily dodged his attackers, his super-speed making their attacks look slow; his own blinding-fast punches took out five Genomorphs in as many seconds. Robin took out two sets of brass knuckles before attacking; he seemed to combine the acrobatics that the Robins before him had possessed, but also added the heavy-hitting power of a brawler.

Ken, meanwhile, had to deal with Guardian. It wasn't that the man had dangerous powers; on the contrary, he didn't have any. Ken was more worried about hurting him too badly; he had seen that the G-Gnome had some kind of control over the hero and figured that Guardian wasn't in full control of himself. Instead of letting Guardian break his hand on his nearly-invulnerable skin, Ken turned intangible and walked through his attacker; before Guardian could react, Ken placed his hand over the man's back and sent several bolts of lightning into him. Guardian fell to the floor, twitching as his nervous system reacted to the electricity.

"Was that necessary?" Kid Flash asked as he ran up to Ken.

"I didn't do any permanent damage," Ken said, "He'll be fine in a few minutes."

Warhawk flew towards them. "Hey, where's Robin? He disappeared halfway through the fight."

Ken used his X-ray vision again, quickly finding him trying to hack open an elevator. He gestured for the other two to follow him, just as another pack of Genomorphs arrived. Instead of staying to fight, they ran to Robin's position; they knew that if they got bogged down by enough Genomorphs, they'd be trapped.

Just before they reached Robin, Ken opened his hand behind him and created a wall of fire; that would give them a minute, at least. When he caught up to the others, he found Kid Flash berating Robin.

"Way to be a team-player, Rob!"

"Weren't you right behind me?" Robin asked, sounding genuinely confused that the others had taken so long to catch up; a moment later, the elevator opened and the four piled in.

Ken could hear the Genomorphs approaching, but the door closed before they reached the elevator; Ken, Kid Flash and Warhawk sighed in relief, before noticing what direction the elevator was going.

"Why are we going down?" Warhawk asked, "Shouldn't we be going up?"

"Excuse me?" Robin asked in an insulted tone, "Project Kr, remember? It's on sublevel fifty-two; aren't you curious about what it is?"

Warhawk and Kid Flash looked unsure, but Ken nodded.

"We're headed down there anyway; might as well see what all the fuss is about." Robin shot him a thumbs-up, but Ken continued, "But I think it might be good to have some backup."

Before anyone could reach for their communicators, the elevator stopped; as soon as the doors opened, all four of the young heroes got ready to fight. Fortunately for them, there was no one there, but the sublevel itself was disturbing.

Like the inside of an intestine, the area looked like it was made out of a tube of flesh; blue, organic pods were attached to the ceiling and walls. The only thing that reminded them that this was still a man-made facility was the occasional metal crate on the floor or the computer plugged into the wall.

Cautiously, they made their way down the hallway, each of them growing more and more disturbed by what they were walking in. Ken looked particularly nauseous when he held his hand a few inches away from the wall while his eyes glowed green.

"What's wrong?" Warhawk asked.

"It's this place," Ken said, "The Mana here… it feels twisted. Whatever they've done here, it feels like a perversion of life itself."

"Great," Kid Flash grumbled, "as if this place weren't creepy enough."

The four finally stopped when the path forked in two directions; Ken looked at Robin.

"So, where to now?"

"Take your pick," Robin said, "Bizarre-looking hallway one or bizarre-looking hallway two?"

"Hold!" the four turned to see Dubbilex standing at the left hallway; his horns glowed and a crate lifted from the ground and were hurled at them.

"I think our choice is made!" Warhawk yelled, then ran down the other hallway, the others right behind him.

Dubbilex took only a few steps before the doors to another elevator opened, allowing Guardian and a pack of Genomorphs to run out.

"They are headed for Project Kr!" Dubbilex shouted, pointing at the direction the heroes had gone.

Guardian didn't even glance at Dubbilex as he lead the pursuit; if he had, he might have seen the slight smile on the Genomorph's face.

After a few seconds, Kid Flash had outpaced Warhawk, then Ken and Robin did the same; the ceiling was too low for Warhawk to fly here, and his armor was slowing him down some. Thus, when he caught up to the others, he found that Ken was using his super-strength to hold open a large, vault-like door for Robin and Kid Flash to go through. Warhawk could see that, even with his super-strength, Ken was having difficulty with the door; the Thanagarian sprinted the last few meters, diving through to the other side. He, Robin and Kid Flash turned to see the door close—on Ken!

"Ah! Ken!" Kid Flash tried to pull open the door, but it was in vain; for a brief moment, the three thought that their friend had been crushed.

They quickly felt relieved when Ken simply walked through the solid door before turning tangible again.

"Were you guys worried?" Ken asked, smirking; scowls from the other three was the only reply he got.

"Think that'll hold them?" Warhawk asked, gesturing to the door.

"It will in a second," Robin said, bringing up his holo-computer and typing furiously; after a few seconds, a loud click could be heard. "I disabled the door; we're safe."

"No, we're trapped," Warhawk said, scowling at the low ceiling; his people were creatures of the sky, and being underground for too long grated at his nerves.

"Hey, guys?" Kid Flash said, pointing at something hidden in shadows, "You might want to see this."

After Kid Flash found a light-switch, the other three got a good look at what the speedster was talking about. In the center of the room was a teenage boy, around their age; he appeared to be unconscious, leaning against an upright table, inside of a glass pod. His muscled form was easily seen; he wore a white, skintight jumpsuit that only showed the skin of his hands, wrists and face. His face looked far too serious for someone his age; the only thing that seemed teenager-like was the spiky mess of black hair on his head. But all of that was secondary to what the four heroes saw on his chest: a red, triangular shield with a large, red S inside.

The crest of the House of El.

"H-hey, look," Kid Flash pointed at a Kr that was printed on the side of the pod, "Big K, little r; the atomic symbol for Krypton!"

"Is he a clone?" Warhawk asked.

"Um, let me check," Robin said, hacking into the computer, "Weapon designation: Superboy, a clone that was force-grown in… sixteen weeks!? Based on the theories used in subject: Galatea—whoever that is—created from DNA acquired from Superman."

"More like stolen from Superman," Warhawk growled.

"The solar-suit he's wearing allows him to absorb yellow-sun radiation twenty-four-seven," Robin continued.

"No way the big guy knows about this," Kid Flash said, "What do you think, Ken? … Uh, Ken?"

The three found that Ken was standing right in front of the pod, his hand hovering close to the glass and his eyes glowing.

"What is it?" Robin asked, "Is he like the hallway back there?"

Ken shook his head. "No, he's not messed up like everything else here; his Mana is normal. At the same time, though, he feels, I don't know, incomplete." He looked above the clone's head and saw three of the smaller Genomorphs perched there. "What're those things doing?"

Robin pulled up another file. "Genomorph Gnomes; they're telepathic, and force-feeding him an education."

"And who know what else?" Kid Flash asked, "They're making a slave out of Superman's… son."

Ken felt himself shaking angrily; Superman was his cousin, though when they weren't being superheroes, Ken called him 'Uncle Clark'. That meant that, even if it was only through biology, this 'Superboy' was also his cousin. Even though he had just laid eyes on the clone, even though he hadn't even spoken to him, this felt like the people here were brainwashing a member of his family; he didn't like it.

"Now we contact the League," Warhawk said, reaching for his communicator; however, nothing happened, and the same lack of function was present for everyone else's comms, too.

"We're in too deep," Kid Flash said, "literally."

Outside the large door, Guardian waited patiently, along with nearly a hundred Genomorphs; it was only with mild irritation that Guardian turned to see Dr. Desmond sprinting towards them, with Dubbilex right behind.

"They're still in there!?" the scientist raged, "With the weapon!?"

"We can't get the door open," Guardian calmly explained.

"Use your telekinesis!" Desmond shouted at Dubbilex.

"I have tried," the Genomorph said, "but to no avail."

"Useless!" Desmond yelled, then took a deep breath. "This is a debacle; get some G-Trolls down here to muscle the door open!"

"They're already on their way," Guardian said, his patience now wearing thin.

"You do realize," Desmond said slowly, "that once we get in there, we can't ever let them leave."

"Doc, these aren't you typical 'meddling kids'," Guardian said in a warning tone, "You don't want to get on the wrong side of the Justice League."

"Better than getting on the wrong side of the Genesis Board of Directors, believe me," Desmond replied; then he glanced at the G-Gnome on his shoulder and had an idea. "Contact the G-Gnomes inside Project Kr."

The G-Gnome's horns began to glow.

Inside of Project Kr, each of the heroes came to a decision.

"This is wrong," Kid Flash said, his usual positive attitude now gone.

"We can't leave him like this," Robin agreed.

Warhawk nodded. "We'll get him out of here… Ken?"

Ken hadn't moved from his spot in front of the pod; he nodded, still staring at the clone. Robin tapped away at the computer for a few moments, and then the glass sides of the pod retracted into the floor and ceiling. For a moment, the clone didn't move; then his hand twitched, and his eyes fluttered open to look right at Ken.

Ken began to smile at his new cousin, but that changed when Superboy's face turned into a snarl and he lunged forward. Ken was too surprised to turn intangible or defend himself; the clone's fist caught him in the face, sending him flying into the wall, denting it. Superboy then started smashing his fist into Ken's face over and over, before Warhawk caught one of his arms with both of his.

"What are you doing!?" the Thanagarian shouted, before Superboy grabbed him by the wing and threw him into the ceiling; as he came back down, Superboy brought both of his hands together and swung, knocking Warhawk into Kid Flash, the impact hard enough to knock them both out.

"We're on your side!" Robin yelled, trying to distract the clone from killing anyone by shooting tear gas into his eyes; it only caused Superboy momentary irritation before he backhanded Robin across the room.

Robin wasn't finished, however; pointing his glove at Superboy, a tazer shot out and hit the clone in the chest. It didn't even faze him; instead, he grabbed the wires and pulled, drawing Robin in close, then caught him in a lariat that knocked him into the floor.

Ken shook off his daze just as Superboy began to bring his foot down on Robin's skull; acting on reflex, Ken opened his mouth and shot a powerful bolt of lightning, hitting the clone in the gut and knocking him backwards. After taking a second to check that Robin was only unconscious, Ken turned back to Superboy.

"Why are you doing this?" Ken asked, "We only want to help!"

The clone didn't even blink; instead, he gave an animalistic roar and rushed forward in a blur of super-speed. This time, though, Ken was ready for him; he fell onto his back and kicked, just as Superboy reached him. The blow sent the clone into the ceiling, but it didn't slow him down for long. As soon as he landed on the floor, he threw a punch, catching Ken in the leg; momentarily stunned, Ken was left wide open for a devastating barrage of punches and kicks. With the initiative his, Superboy swiftly beat his cousin into unconsciousness.

Desmond was counting down the seconds until the G-Trolls arrived, when a pair of hands punched through the edge of the vault door and forced it open. The scientist smiled as he walked past the clone and saw the four unconscious heroes; he glanced back at Superboy.

"Attaboy," he said.

Hooray for longer chapters! I like writing them. Okay, some things that I know you want to ask:

First: Ken. Physically, he looks like the Ben from Alien Force and Ultimate Alien, save for blond hair and the different jacket. No, he does not have his version of an Ultimatrix yet; that's for later. His Kryptonian powers are super-strength, super-speed, high durability, a healing factor and enhanced senses (super-vision, super-hearing, X-ray vision, stuff like that), and all of his Kryptonian powers are 50% of what Superman can do. The powers he got from Ben are Heatblast's powers, Shocksquatch's powers, Big Chill's intangibility, Chromastone's energy-absorbing (I haven't shown that one yet) and Mana-based abilities. You might be wondering why he wasn't that effective against Superboy; I have two answers for that, but you'll have to wait for one. The first reason is that neither Ken nor his friends wanted to fight.

Second: Jen. That's right, I gave Ken a younger sister. She'll be more prevalent in part 2 and 3 more than this one, but she will show up. I don't want to spoil anything yet, so I'll just say that she has the same Kryptonian powers as Ken.

Third: Robin. Yeah, I used Jason Todd. I know a lot of people don't like him, but I do. He seems a lot like the Robin from the show, but I have a theory: I think that all Robins are trained to be detectives, acrobats, fighters and hackers by Batman, but some excel at certain areas more than others. Dick Grayson was the best acrobat of the bunch, Tim Drake was the best detective, and Jason Todd seems like the better shot/fighter, hence the brass knuckles. If you want to know why I didn't use Dick or Tim, I used them in Ben 10: Unlimited. This is 17 years after the end of that story; they're too old to join the team.

Fourth: Kid Flash. Okay, I switched them; Wally West is now the Flash, and Barry Allen is now KF. Again, this is because of Unlimited, and I had to use the timeline that I had created. I guess I should mention that this is more of an AU Crossover than just a crossover. Also, don't expect this KF to be slow in comparison to the Flash, like in the show; there was no reason why, save for that stupid ending to season 2. KF got his powers in the same way that Flash did, so why isn't he just as fast? The theory that I will use in this story is that KF's powers increase as he reaches physical maturity; Flash got his powers as an adult, so he has full access to them. Once KF grows up, he'll be better.

Fifth: Warhawk/Hawkwoman. Quick thing about Shayera: she's now going by Hawkwoman, and is using the New 52 outfit that Hawkgirl uses. There is next to no info on this Warhawk, so I'm making him a bit like Aqualad (i.e., responsible and a bit more likely to follow rules) but a little more aggressive in a fight. Speaking of which…

Sixth: Aqualad (or lack thereof). For those of you who wanted him to be in this… sorry, he's been replaced by Warhawk and to a lesser extent, Ken. I liked Kaldur in the second season, but aside from a few moments in the first season, he was about as interesting as unbuttered toast. Sorry, Kaldur, but you've been replaced.

Seventh: Genesis Labs. I used Cadmus in Ben 10: Unlimited, and if another company started up with the same name, the League would be all over them. I had to use something else, and I happened to be watching The Search for Spock the other day.

Eighth: Superboy. Again, something I didn't like about the show was the Superboy seemed really weak when stacked up against, well, everyone. Come on, even Ultra Humanite was able to hurt him! Expect him to be stronger and faster than he was in the show. Now, the other reason why he dominated the fight was that, unlike Ken, he wasn't holding back; at this point, he's a bit of a rage-monster. As for Ken deciding that Superboy is his new cousin… that'll come into play later.

Ninth: Speedy/Red Arrow. Sorry, but Roy didn't really have much of a place here, either. He'll show up, but his little story sub-plot is either going to be less important or not exist at all.

If you have any questions, feel free to send me a PM, but be nice about it; I don't want hate-mail, and if you find a genuine error on my part, let me know so that I can fix it.

Tell me where the muffin is! Only then, do you have my permission to die.