Disclaimer: I don't own Ben 10 or Young Justice

It had been twenty-four hours or so since the attack on the cave by the elemental androids, Ben had bandages wrapped around his chest although they were covered by his shirt. He held his head in his hands as he sat next to Robin and Wally at a table set-up in the main hall of the cave beside the holo-ring.

His mind flashed images of his entire team trapped and dying, begging for their lives; something was wrong, this wasn't right he felt his brain surging as vivid imaged of his friends burning alive flashed before him. He stood up frantically as the others looked over at him, curious expressions as to what was wrong.

"Ben?" M'gaan said casually, looking over at him as the Justice League talked amongst themselves.

He backed away as things begun to spin, he turned and felt a hand on his shoulder but, when he faced them he couldn't believe what he was seeing, "Where were you?" the woman asked as he fell back on his hands. An oriental girl around his age in a tattered pink jacket approached him with blood dripping from her eyes and mouth, "Where were you!" Ben backed away slowly as a red-head with a long pony-tail and a buff older teenager in a black t-shirt stepped up beside her and repeated her question, "Where were you!?"

Ben stood up and backed away until his back hit something tall and solid, he turned and faced an elderly man in a Hawaiian button-up causing the shape-shifter to go wide eyed, "Why'd you leave us, son?"

Ben watched as Robin stood and shouted something at Batman who turned his head and widened his eyes; even though he could see Robin moving his lips he couldn't hear them, there was a loud ringing in his ears and his head. A buzzing surrounding him from every corner of the large room, Batman rushed over as Martian Manhunter, Green Arrow and Captain Atom began taking notice as well. They approached him but Ben backed away clutching his head, the other heroes ceased their reconstruction of the cave as they surrounded the team leader.

"Who was I kidding," Kevin's voice rang through Ben's head a single shot from a ray-gun echoed around him, "It was totally your fault."

"Leave me alone!" Ben fell to his knees as M'gaan ran and grabbed Ben by his hands still tightly gripping his head around his ears; she placed her forehead to his and allowed herself to enter his mind, to see what he sees.

She found herself in a ruined city, thousands of dead bodies everywhere as Ben stood motionless in the centerof it all. A single Hawaiian-print shirt hung like a flag from a bloody wooden steak; a massive silhouette stood behind them as M'gaan still held his hands, now by his side. The nearly fifteen foot tall creature with glowing, demon-like, red eyes and a sinister grin plastered across his face. Being a Martian, the burning city and bodies around her made her feel weak and frail but, she had to focus on reality, "Why couldn't you stop me, Tennyson?"

She recognized this place from when she read his mind after Kent Nelson's death, this was Bellwood in his home Universe and the creature standing behind her was the villain that did caused it all, "I failed," Ben whispered as M'gaan took notice of him once again.

"It's not real, not anymore," She urged Ben to move but he didn't, he stood motionless and still.

"Oh it's not?" the creature stepped forwards still shrouded in darkness "I am very real, little girl, and my vengeance will not go unfinished. I will have Ben Tennyson's head and everyone he holds dear will die."

These words shook M'gaan from Ben's mind as massive psychic wave of blood-lust flushed through her mind forcing her from his psyche; she screamed and backed away from him, the images were intense and surreal, the heat made her sweat and the smell of rotting flesh made her gag. Until, of course, she vomited on the floor at Batman's feet.

"Dear god," he muttered as Kid Flash and Martian Manhunter helped Ben to his feet while the others watched his paranoid eyes darting from side to side, analyzing everyone. Ben saw creatures, bloody creatures looking at him, surrounding him.

Superman put a hand on M'gaan's shoulder as he looked over to Black Canary, "Prep the med-bay; Batman, we need to do something."

He nodded and approached Manhunter, "Can you help him?"

"I can try," J'ohn looked into Ben's mind seeing everything M'gaan had seen but, managed to block out the fear and agony that pulsed off of his mind in waves. He took mental control of Ben's mind and wiped the images from his mind forcefully, he didn't erase the memories he simply shocked the subconscious mind back into its deepest reaches leaving Ben with his normal thoughts again.

Manhunter and Wally sat Ben down back at the table as more heroes approached him.

"Is he okay?" Wonder Woman asked flying down from the hole in the cave he was currently trying to seal with heat-vision. Red Tornado and Green Lantern joined them as they all gathered around him as Ben still clutched his head wide-eyed and pale.

"I thought you said you fixed him?" Batman asked to Manhunter who shrugged.

"His mental state should have returned to normal by now," Manhunter looked back to Ben, "He could be in shock but, i didn't fix anything. I simply ceased the attack."

This caused heads to turn as Manhunter closed his eyes, "You mean something did this to him? Who?"

"A powerful mental force attacked him with psychic images of some sort of trauma; I cannot distinguish who or what it was."

"He's coming..."

Everyone looked over to Ben who still looked shocked and frightened but was now staring up at the League who shared glances between each other before returning their questioning gaze to Ben.

"Who?" Batman asked getting closer to Ben who looked past the dark knight and towards M'gaan who had wiped the spit from her mouth, standing up with a frown.

"Vilgax the Conqueror," Ben and M'gaan spoke in unison.

The crowd of heroes grew silent as no one could find the right words to say.

"Who is Vilgax?" Batman asked the question on everyone's mind.

Ben wanted to answer but, couldn't find the right words; his mouth was ajar for several seconds before an enormous violet light illuminated the area. Ben would recognize it anywhere as a purple entity flew from the light and landed in the middle of the hall only feet from the small crowd of heroes currently surrounding the shape-shifter.

An alarm sounded through the cave as a voice came in through the intercom, "Security breach: Unknown energy lifeform present."

Ben shot up from his chair and pushed the remaining heroes from his path as he approached the entity that was currently being surrounded by a dome of will-power constructs, Hal Jordan held his ring up containing the figure with minor strain.

"Let her go!"

"Her?"

The green sphere shattered on its own as a panting female immediately saw Ben and smiled brightly floating forwards and greeting him, "Ben Tennyson?"

"You aren't Verdona? Are you?" Ben asked trying to figure out why an Anodite with shoulder length hair and about six-inches shorter than him was floating in front of him.

"My mentor didn't tell you about me did she?"

"Mentor?"

"Ben!" Batman yelled with a shuriken at the ready, "Who is this uninvited guest of ours?"

The girl gasped and squeamishly hid behind Ben in fear causing Batman to lower his shuriken.

"Everyone just calm down!" Ben tried to reassure, "Let me figure this out," the girl clutched Ben's shirt tightly causing Ben to look beside them at Superman who had a casual face with glowing red eyes.

"Oh come on, look at this face! Does she look like she's going to start killing everyone in the room?"

Superman sighed and put his hands up in surrender allowing his heat-vision to disperse, "Who are you and how did you get to this Universe?" Ben asked trying to turn to the girl who kept herself clutched to Ben's back; he spun around quickly grabbing her by the shoulders as he felt her pure energy form.

"My name is Veronica; I'm an Anodite like you and your Grandmother; she sent me here to warn you-"

"About Vilgax?" Ben finished her sentence with his best guess.

"H-How?" she said flustered as her magenta cheeks turned a rose color.

"I've been getting warnings every night for the last half-week but, if you'd like to shed some light on the details?"

"Of course."

Ben, Veronica, Batman, Superman, Captain Atom and M'gaan sat in a conference room in the administrative wing of the Cave; It was originally used for important meeting but, now used for movie nights considering the new residents were teenagers.

"Where should we start?" Ben asked as Batman looked over to Superman who shrugged.

"You were always better at this stuff," he placed his arms on the arm-rests and sighed, "World's greatest detective..."

Veronica placed her glowing hands on her glowing thighs and tapped them nervously; she had never been interrogated before, everything was so peaceful back home, and there was no need for it.

"Fine, Just who the hell is Vilgax?" Batman asked.

Ben opened his mouth but Veronica answered, "The most ruthless warlord in the Universe!"

Superman narrowed his eyes as if remembering something, "Your Universe maybe…" He mumbled remembering trips to a certain planet.

"Tell me more," Batman said looking Veronica in the eyes.

"Vilgax conquered ten planets and absorbed the powers of their greatest heroes in order to defeat Ben Tennyson, savor of the Universe!" She cleared her throat with a cough and continued, "He failed and after many more failed attempts at conquest, Vilgax decided to absorb the powers of a true god. Even then, Ben still claimed victory and Vilgax was sentenced to three-thousand four-hundred and fifty-eight life sentences in the Null-Void prison dimension," Veronica sighed and looked down, "He escaped two months later and made his way to his home planet where he would assemble a vast army of robot drones and warriors willing to sacrifice their lives for the cause."

"What was the cause?" Batman asked as Ben looked away and turned pale once again, M'gaan reached out and grabbed his hand for comfort which Batman noticed.

Veronica looked over to Ben with a sad expression, "To kill every living being on Planet Earth starting with the Tennyson family."

M'gaan closed her eyes tried her best to keep Ben calm.

"He succeeded, didn't he?" Batman questioned.

"On the day of his attack, ten-thousand three-hundred and forty-four humans died that day along with the entire Tennyson family…" She continued as Ben never truly heard the entire body-count of that fateful night, "We thought Ben Tennyson had perished in the battle but, my mentor found his energy signature and sent me here t-"

"Who is your mentor?"

"The most wonderful, free-spirited, Anodite that the Universe has ever known! Verdona Tennyson. Ben's Grandmother!"

Batman rubbed the bridge of his nose trying to fight the headache he could already feel coming on, The complexity of this situation alone was becoming more and more agitating by the moment.

"I came here to warn Ben that Vilgax is coming for him."

"I want to know how," Ben wiped his eyes quickly and turned to her before letting go of M'gaan's hand, "I was surprised when I found him alive; I want to know how he's already recovered in only a year's time."

"He used advanced technology, and he's coming for you," Veronica spoke in a worried tone

"Great, exactly what i needed... How did he escape the Null Void?"

"The Plumbers evacuated the Null Void's Incarcecon and retrofitted it to hold only one prisoner; filled with three-hundred guards, a multitude of surveillance and tech that was provided by the Galvan themselves. Vilgax was imprisoned there for seven months," Veronica looked down at her feet, "One day, when the guards went to change monthly shifts, they found the entire prison had been leveled somehow and every single guard was dead. Vilgax summoned a fleet of troops and drones that easily outnumbered most species. We got word not too long ago that he was on the move but, no armada from any planet can stop him, not even the Galvan."

"Who're the Plumbers?" Superman asked with a rasied brow.

"An inter-galactic police force that works to keep the peace in the Universe; think Green Lanterns but, with technology instead of rings," Ben answered without a second thought.

The Kryptonian gave Batman a look before he nodded in return, "How powerful is this Vilgax person? I'm sure the Justice League can-"

"Usually, I hold back or I use weaker transformations for sport when fighting Vilgax but, this time? I'll beat him within an inch of his life and hang his body by his entrails," Ben stood abruptly and turned to face the wall trying to get the thought of Vilgax out of his head.

Batman shared a look with Superman before turning back to Veronica who began speaking.

"My mentor tried to stop Vilgax from harming our Earth and managed to put a protective incantation over the whole Planet but, it drains most of her powers; Vilgax changed objectives and decided that Ben Tennyson was more important than killing the rest of the humans so, he's been challenging planet after planet and absorbing the powers of their mightiest warriors, he's grown tremendously in power and even absorbed a To'kustar!" Veronica would have loved to be over exaggerating but, she was telling the complete truth, giving up all the information the Plumbers gave her before she left.

"A what?" M'gaan asked as Ben looked over in fear.

Ben sighed, "WayBig," Batman scowled at the table in front they were sitting at just thinking about a hundred and fifty foot tall being with an assortment of powers and abilities and the fact that he had no way of accurately preparing for this immense crisis aggravated him to no end.

Ben put his hands on the wall next to him as he tried to support himself, he was in utter shock, Vilgax had never been close to Waybig's level and now he not only beat one but he absorbed all of its power too, "This is worse than I thought."

After several moments of awkward silence Ben cleared the lump in his throat. "We can't let Vilgax into this Universe; with that kind of power he could beat Superman and I together," Ben punched the metal-frame of the wall and turned around running a hand through his hair, "We'll find a way to keep him out, somehow."

"When is he coming?" Batman asked after a long pause.

"It could be months, he still has a lot of technology to gather before he can make it to another Universe; he challenged the Anodite's but, since we don't really have any form of government on Anodyne, we were able to reject the Casey-Kelly Accords and he knows very well how powerful Anodite's are so he has no need to start a war with an entire planet of us. Bottom line, he doesn't currently have any natural way of getting here, like I did."

"Did?" M'gaan pointed out her terminology..

"Well… See, i'm young and i dont know how to use the advanced abilities like inter-dimensional travel; and my mentor is too drained to open another portal and keep the shield over Earth so..." Veronica tapped her fingers together which caused Ben to smile.

"It was a one way trip?" Ben asked crossing his arms.

"Yea," she lowered her head in disappointment.

Ben groaned and turned away, "I cant help my Universe, and now Vilgax is coming here to ruin this one too? More powerful than he's ever been?"

Batman stood after absorbing the information given to him, "There's one thing you didn't have on your Earth, Ben; The League will fight tooth and nail to stop this invasion, the League and the team together will formulate a strategy."

M'gaan put a hand on his shoulder, "We'll figure this out."

Kid Flash, Artemis, Robin, Superboy, and Aqualad sat at the same table where Ben was mentally attacked earlier, they were silent and confused; none of them had anything to add that would be helpful in this situation. Even the usually talkative speedster was silent after seeing the mental-toll this was taking on his friend and leader; Kid Flash was currently tapping his feet on the ground at super speed as the others tried not to scream from the agony of not only be betrayed by Red Tornado but, watching their leader have a mental breakdown right in front of them. They ignored the pressure as they normally would and tried not to think about the past few days and the struggles they have had to face.

Just as Superboy was about to blow a pop a blood-vessel into the door to the conference-room opened revealing Ben and M'gaan walking close to one another with solemn grimace's over their faces and Veronica in tow behind him; The Leaguers took time to discuss this amongst themselves.

"Dude, are you ok?" Wally asked as Robin interjected.

"Yea," Dick crossed his arms, "You sure you dont need a psych-eval?"

"It was a mental attack from a villain from my Universe; i've been getting them for a while but, this was the worst one yet..." he sighed and turned to face Veronica, "I'll be fine, now; Let me introduce you all formally to Veronica."

"Hi, I'm an alien from Ben's Universe," She said greeting them all with a bow, "Like him, i'm an Anodite."

They blinked as Ben stepped in front with a finger up, "I'm only half-Anodite, for the record."

"Welcome to the club," Superboy muttered.

"How are you to be sure that your mind will not be attacked again?" Aqualad asked as everyone eyed Ben with reasonable curiosity.

"Well, uh..."

M'gaan put a hand on his shoulder and interjected for him, "My Uncle and I have placed a mental barrier around his mind; he wont be compromised like that again," he looked over at her with a confused expression; she was lying deliberately, maybe it was to ease the panic or maybe it was to comfort him specifically? Either way, he wasn't sure if he should blow her cover or thank her later.

"Your hiding something," Robin spoke up, "There has to be a reason that this villain scares you so much."

"We can see it in your eyes..." Artemis stepped forward placing a hand on his shoulder, "He did something to you, didn't he?"

He slapped her hand away, "It's not your business!"

"When it endangers our lives and our world, it definitely is," Wally crossed his arms in defiance.

"What the hell do you know about it?! Any of you? Have you ever had your families wiped out in front of your eyes?" Tears welled up in his eyes but, the anger never faded, "To have everything you knew taken from you in a single moment? To be powerless while everything you fought to protect is destroyed and, it turns out it was all your fault!?"

They backed away with solemn looks, they had no idea hat to say, "We... We didn't-"

"Of course you didn't," M'gaan put a hand on his shoulder and placed her chest up to his back, "How could you? Maybe you suffered some tragedy, or had some rough childhood but, i didn't. I had it all, loving family, friends, a team; One day they were there and the next, they were gone..."

The League was watching from afar giving each other solemn glances, being unsure of how to console someone like that but, one man understood. The trauma of loosing everything you loved, everything you considered your world; having a home turn into an empty house is never easy on anyone but, this was the extreme-side of the same situation, he literally lost his world.

Ben lowered his head, deflated and emotionless, "Sorry for the outburst... I'm gonna... I'm just gonna go," he stepped towards the Zeta-Tubes as M'gaan followed after him quickly.

"I'll make sure he's okay..."

They both exited the cave at Light Speed as the team looked over to the Justice League with folded arms, "You're going to tell us what's going on, right. now." Superboy was dead serious and focusing mostly on Clark.

After about ten minutes of explaining everything to them including the new information they all sighed in relief and sorrow, "We're all gonna die," Kid Flash said as he put his hands on his face, "I don't even have my driver's license yet!"

The blonde-archer put her hands on her hips, "What do you need a driver's license for? You can break the sound barrier in your sneakers."

"Why does Wonder Woman need the invisible plane? It's all about perspective..."

Robin grunted "Can we focus? This Vilgax guy is a serious threat!"

"Not right now, he's not;" Batman groaned and rubbed his chin, "From what i understand, the Galvan and the Anodites are the only ways of getting here and he's not powerful enough to acquire either, so we should be good for a while."

"So what? We just wait for this guy to get strong enough to make it here and kill us all?" Superboy spoke up frustrated.

"He's already strong enough to kill us all, trust me; we just have to prevent him from getting here because likely hood is he's not just after Ben's life," Veronica said.

"He's not?" Batman asked.

"I thought you said this guy had a grudge against him?" Kid Flash asked.

"He does but, he also want's to destroy everyone Ben loves first; he already did it once but, he couldn't end it by finishing Ben, so..."

"He's coming here to do the same thing he did to Ben's family?" Artemis asked trying not to freak out from the massacre of planets and families being thrown around so lightly.

"Precisely."

Wally fell back, "I should have stayed in bed... yesterday."

...

Downtown Metropolis; Central Museum; 12:05AM

Ben didn't Zeta anywhere important or familiar; he simply went to the first place he could think of, just outside Downtown Metropolis, there was a museum with an observatory exhibit, the building was large with a massive telescope sticking out of the top but, it was closed due to the time. Although, beside the observatory was a hill of grass that looked up at the stars and without the light pollution of the city being too close, they sparkled in the sky like rare gemstones.

Ben sat in the grass with his hands wrapped around his knees tucked into his chest, looking up at the stars; trying to feel less stressed and more relaxed but, knowing he was coming for him was killing on the inside. Could he end it this time? Could he win? Or was he just waiting for Vilgax to take away everything he's grown to love in the last year?

M'gaan floated a foot above the ground, gently lowering herself into the grass next to Ben; She was in her 'Megan' persona as to make sure she didn't scare anyone or blow her cover, she didn't look at him though, she just stared up at the stars for a minute or two.

"I'm sorry," he finally said, breaking the silence.

"What could you possibly be sorry for?"

Ben kept his gaze on the stars before responding, "I'm sorry... that i'm going to lose you too."

She reached out and found his hand, gripping it in her own, "You won't lose me; i'm not going anywhere."

They were silent for a while until Ben spoke up again, "Why did you lie about the psychic-barrier thing?"

"To ease their fear; they can't know that you're compromised this way."

"And if it happens again?"

"Now that i know what i'm dealing with, I can shock you out of it..."

They stared up at the stars for several minutes more, just holding each others hand, trying to make it feel as though everything would be alright; Ben looked over at her and frowned, "Why are you dressed like that?"

She raised a brow, "This is me..." Her heart skipped a beat as she wondered if maybe he could tell she wasn't exactly what she looked like but, how could he know that?

"No, you're M'gaan, not Megan," he gave a short smile as her skin-tone shifted back into her lime-green complexion, "Perfection."

She blushed a bit but, not as nervously as she once; the moonlight shun on them and gave them just enough illumination to see their features, they could see everything they needed to, to know how they felt. He placed a hand on her cheek as they closed the proximity between them, "Are you sure?" She mumbled under breath as the feeling was taking over her as well.

"If there was ever a time... when I was more sure about how I felt, it would be now," she placed her opposite hand on his cheek as their eyes lowered down until they closed, the distance between them shortened to zero, and their lips connected perfectly; with the moon and stars as their witness, they kissed with passion and suddenly, everything was okay. There was no Vilgax, no Red Tornado, nothing could interrupt the feeling of overwhelming love that coursed through every vein in their bodies.

With the moon and stars as their witness, they were in love. And they knew it, too.

...

Chapter 11 Remastered

7/15/18

;)