New chapter!

Yes, I have finally gotten around to finishing the next chapter of this story. I apologize, since so much of my time now has been taken up by playing Pokemon Clover. I'm quite literally addicted to that game (IT'S SO GOOD).

Thankfully, I was right with my previous assumption as I will have enough content for another chapter on top of this one to close the arc so that's always fun.

Also, an important heads up regarding the next chapter. I will be having my second Q+A next chapter as well, so be sure to leave your questions in the reviews below, or to PM me with them. Leave as many as you'd like, and they can be about anything. I am willing to answer them all!

Speaking of, onto the reviews:

GodSwampThing: Now why would you be suspicious? ( ͡° ͜ʖ ͡°)

TerrorKing10: Most likely

JJChandler: Oh I wanted to. I so wanted to include him. But I couldn't find anywhere to fit him in that didn't distract from the rest of the chapter. But damn did I want to include the Juggernaut.

Lucian Naruto: Basically it was in stasis with the body. When the opportunity was presented both would have activated together, but Brainiac took that over to stop it from happening. Now I did want to include a conversation between Brainiac and Ultron, but I couldn't find room for it. But if there is enough interest I could make a bonus chapter.

The Keeper of Worlds: Yep. Pretty grim.

Johnathen: I don't watch MLP, nor do I know anything about it. I also don't have an interest so don't expect any of those stories in the future. Stan Lee will be sure to cameo though. As for YuGiOh... I'm a first series purist. GX I didn't like at all.

Thanks again for all the reviews, and be sure to leave your questions for the next chapter!

DISCLAIMER: The following is a non-profit fan-based story. Sandman, the Avengers, and all related characters are all owned by Marvel and Disney. The Justice League and all related characters are owned by DC Comics and Warner Bros. Please support the official releases!

And with that out of the way, on to the chapter!

What followed the crumbling body of the Sandman was a silence. A long, and deafening silence. None on the beach could completely process exactly what they had seen. Spider-Man and Iron Man were reeling, wondering how Brainiac was able to learn about and find the Soul Particle. Captain America suddenly felt all of his efforts to find Flint going to waste. Galatea lost someone to which she owed her new life. But Zatanna… Zatanna was almost catatonic.

She did nothing but collapsed to her knees on the beach, staring out into the water as the others quickly scrambled back to their senses.

"Tony… Tony we have to stop him!" Cap yelled as Iron Man nodded.

"I'll continue out, see what I can pick up from my scans!" the armoured avenger answered before continuing on his way out. However, before he could, he was met with the now hovering form of Brainiac-Ultron.

"Mr. Stark… I'm glad you came to see this… my hour of victory" the android taunted before raising his arms. Suddenly, the dozens of Ultron robots inside of the lab floated alongside him, causing Tony to pause as he saw the androids. All of them were covered in the same Brainiac circuitry that the villains were, with the three circles emblazoned on their chest.

"Oh crap…" Tony muttered before Brainiac-Ultron seemed to smirk at him.

"However, your audience to my success is brief at best" he said before suddenly the ground on the beach started shaking. "You see Mr. Stark, Ultron hid labs all over North America… in some instances all over the world. Each holding dozens of bodies… dozens of replacements should he be destroyed… and now, they are all under my control" the android gloated as Tony's communicator suddenly blared to life.

"Tony, this is Falcon. We got dozens of androids pouring out on Upper Manhattan!" Falcon called before another call came through.

"Tony, Luke Cage here. Want to tell me why Ultron is invading Hell's Kitchen?"

More calls followed. Captain Britain, Alpha Flight, the Avengers Academy, the Fantastic Four, the X-Men, Doctor Strange, even the Punisher getting into contact with him. Tony suddenly realised the true plan.

"You've given yourself an army… a subservient, almost indestructible army!" he cried before rushing back to shore.

"Indeed Mr. Stark… now I must attend to my plans… and I shall need room to work. My old device could engulf a planet… my new one shall engulf the galaxy…" he said before Brainiac-Ultron flew off. Then, the dozens of droids suddenly flew at the heroesas more crawled out from the sand of the beach, another lab having been hidden metres below the sand.

"Tony, we have a problem!" Cap called as he immediately set out into battle with the Ultrons, Galatea and Spider-Man joining him quickly as Iron Man arrived to give support with his repulsors.

"I know Steve, but this is bigger than we thought. Ultron had more bodies than we thought…" he said fearfully.

"How many more Tony?" Cap asked, decapitating another android with his shield before blocking a laser from another.

"According to what I can gather from the communications I've been getting… hundreds. Maybe thousands!" Iron Man announced as Spider-Man grimaced.

"Oh damn. Do we have enough help on hand to fight this?" Spider-Man asked, webbing three together as Galatea crushed them.

"Even if we got all the heroes on earth at the moment, we won't. Hell even with the villains helping it might not be enough!"

"We need more help then! We need an army!" Galatea said, using her laser vision to melt an android before it could attack Peter.

"But where will we get one?" Tony asked as Zatanna suddenly snapped back to attention. She took a look at the robots starting to overwhelm them before raising her hands, her eyes glowing an ethereal green. She then looked at one that approached her before clasping her hands together and forming a large circle in front of magic in front of her.

"Yortsed!" she yelled before the android was immediately destroyed by a wave of magic. "I know where we can find an army… I just need to get to the Baxter Building!"

"Alright, do it quickly!" Tony said seriously. The wave suddenly grew larger before the crack of thunder sounded.

"Have at thee!" Thor bellowed before striking down the last of the androids and landing on the beach. "Sorceress, make haste in your plan. We shall cover for you, but thou must hurry!" the God of Thunder said as she nodded.

"I will. Ekat em ot eht retxaB gnidliuB!" she chanted before stepping through a portal to the Fantastic Four's base of operations. Upon her arrival, she saw the eponymous four fighting off a crowd of the androids, Reed Richards having wrapped up a large number of them with his arms while the other three worked to destroy them as they struggled against their leader's rubbery body.

"Doctor Richards, I need to borrow your device!" Zatanna announced before blasting another android that was free. "I can get your world the help it needs but I need to use the portal to do it!"

The elastic scientist nodded before gesturing to the building. "It's just inside the building. Now hurry!" he called before Thing used a car to crush the last of the Ultron androids.

Zatanna rushed inside, wasting no time before she set the coordinates to her destination before stepping through.

Back in the Justice League's world, Flash was busy taking care of monitor duty on the Watchtower. With the majority of the screens displaying normalcy, he entertained himself with the television from the free monitor.

"Heh, I love monitor duty" the speedster grinned before hearing the opening of a familiar portal behind him. He turned quickly to see Zatanna step through before closing it behind her.

"Oh, hey Z. Back so soon? Did you forget something or-" he started before he was cut off as Zatanna shoved him aside before grabbing the intercom and opening all available channels.

"Attention all Justice League members and associates, we have an omega level threat! All Justice League members and associates please report to the briefing room!" she said seriously. As she did, Flash noticed her trembling. Her hands shook and her eyes were brimming with tears. Before he could say anything, the other founders suddenly burst into the monitor room.

"Zatanna, what's going on here?" Superman asked seriously before Zatanna looked up at him, holding back a sob. The seven looked at her, each having their own feelings of worry before she suddenly held her face in her hands, letting out wracking sobs.

"It's Brainiac… Wizard took him to the other world… and he's killed Flint!" she sobbed as the founders stared at her in shock.

Moments after Zatanna made her announcement to the founders, the heroes of Earth made their way to the briefing room in the newly established Metro Tower. Green Arrow walked in with Black Canary and raised an eyebrow at just how many heroes there were present at the moment. While he expected the reserves like Crimson Avenger and Speedy to be present, but he was surprised to see Huntress and Constantine having arrived as well.

Huntress in the wake of her help against the invasion of the Ultimen clones was given a new reserve status, under the watchful eye of the other members of course. While the vigilante could care less about being given the new status, it allowed for her to spend more time working with Question so she was happy enough.

Constantine was the real surprise addition. While he may be a reserve member, and often times worked alongside Zatanna, Etrigan, and Dr. Fate on occasion, he was well known for being a loner. On top of then he was also rather brash and cynical and so wasn't the easiest to work with. And yet here he was.

"Anyone here have any idea what's going on?" Arrow asked as Longshadow walked over.

"Nothing. Zatanna just called the alert and we came running" the Navajo teen explained. "Gotta be big though. We just barely got off the ground again, and I had to cancel some plans for this"

"You and I both kid, Canary and I were supposed to see a movie" he nodded before Dr. Fate interrupted.

"I'm afraid it isn't quite as simple as we think" the sorcerer said. "While we don't have the full story what I have heard is… troubling to say the least"

However, before he could explain further, Superman finally called the attention of the assembled heroes. "Thank you for your quick response. I know we're barely recovering from Brainiac's takeover of Luthor, but he's since resurfaced."

"Resurfaced? I thought you guys destroyed him for good?" Green Arrow asked as Superman frowned.

"So did we, unfortunately Wizard, the villain from Flint's world helping Luthor smuggled one of Brainiac's chips back, and it's only gotten worse"

"How much worse?" Dr. Fate pressed as Superman took a breath before continuing.

"In Flint's world there was a robot menace known as Ultron. He was nearly indestructible and proved to be one of their most dangerous foes, being a danger even to their own heroes. However a team of these heroes known as the Avengers was thought to have stopped Ultron. As it turns out Brainiac uncovered one of Ultron's old laboratories and has taken control of Ultron for himself" he said, noting the fear on the faces of the Justice League. "In addition he now has an army at his disposal all with Brainiac's technological enhancements"

"So we're joining the fight then?" Arrow asked.

"Yes we are" Superman confirmed as the heroes went to move out. However, before they could he looked up again. "There is something else you need to know before we head out" he confessed as the League stopped to listen. "Brainiac… he killed Flint"

The room went absolutely silent, everyone in various levels of shock and dismay at this revelation. For some, Flint had become a worthy ally, for others a brother in arms, and for others still a friend. However, for all assembled it was undeniable that Flint was a member of the Justice League. He had helped them to save the world, and he was a hero.

Green Arrow was the first to recover, his face hardening as he immediately pulled an arrow from his quiver, notching it in his bow. "Then what are we waiting for?" he asked Martian Manhunter looked up from the computer console.

"Since Brainiac's attack is occurring all over the world at once, you'll be sent in teams of two or three to join the other heroes of this world. If the case arises we'll be sure to move you where you're needed" the Martian answered before Zatanna opened the portal in front of them.

"Who's first?" she asked with a determined expression as the heroes all gave one unified battle cry.

"JARVIS, reroute all reserve power to the repulsors, now!" Tony said to the AI in his armour, before releasing a massive blast of repulsor energy into a large crowd of the androids. Alongside him, Thor batted them away with Mjolnir like nothing while Captain America bounced his shields off of a few adjoining buildings, hitting several androids in the process.

"Tony, we need that help soon. We're fighting a losing battle here!" Cap grunted, catching his shield to block the attack from another Ultron android.

"Aye, the Captain speaks the truth" Thor nodded, swinging Mjolnir before a barrage of lightning struck down another android who was carrying a nearby car.

"Just a few more minutes then!" Tony nodded before the street below them rumbled, slowly at first, with cracks continuing all along it. Finally, it burst open as dozens more of the androids poured out. One of them turned to look at Stark before Brainiac's voice came out of it.

"It is futile to fight me Mr. Stark. While your tenacity is admirable, you will soon give in. This is no longer an age of humanity…. This is the Age of Brainiac!" the voice spoke as the androids started to swarm the three Avengers.

"Hsurc eht s'diordna daeh!" a new voice called as Zatanna crushed the head of the android that was speaking to them. She was joined by Superman, Batman, and Wonder Woman, who all joined in the fray to help the overwhelmed Avengers. Once the androids were left pieces on the ground, Superman approached Captain America.

"Captain America I presume?" the Kryptonian asked as the Captain nodded. "I'm Superman, these are Batman and Wonder Woman. We're from the Justice League, and we're here to help"

"Well we're happy to have it" Cap smiled, shaking his hand.

"We've sent our members out to assist the heroes of your world" Batman added.

"Which allows us to look for where Brainiac has gone" Iron Man surmised as Wonder Woman folded her arms.

"Any ideas on that?" she asked as Iron Man's face-plate swung up.

"Well, Brainiac has already told us what he wants to do; he wants to make a bigger version of his machine, one that can engulf the entire galaxy at once" he said as Batman frowned.

"He would need a large amount of space for that…" The Dark Knight mused. "Larger than the three blocks Brainiac used for his own device back in Washington. He would need an area of several square miles, in an area uninhabited enough that he wouldn't be easily found or disturbed"

"Then we'll need to start looking, and fast" Captain America said before turning to Tony. "Call Richards, and then you three can set to work searching. Thor, you head out and see if you can gather any heroes that aren't already fighting"

"And what about us?" Wonder Woman asked, gesturing to herself, Superman, and the Captain.

Cap looked at one still stirring android before dispatching it with his shield. "We keep fighting, and make sure the civilians are safe. Just how many heroes are in your League?"

Superman smirked. "Plenty"

"By the Hoary Hosts of Hoggarth, I command you… Be gone!" Steven Strange chanted, before casting a bursting wave of magical energy that destroyed several androids before he backed up as more approached him.

"Steven, we need help!" Clea called to him as the sorcerer supreme reluctantly nodded. He looked at his allies and grimaced at while they were fighting their hardest, they were still getting beaten back. Doctor Voodoo and Ian McNee blasted more from a distance while Elsa Bloodstone moved an injured Wong back closer to the Sanctum Sanctorum.

"Perhaps we can turn the tide for you" a new voice called before a large purple ankh flashed. When it disappeared, it revealed Constantine, Etrigan, and Dr. Fate, all ready for battle.

"Oh bloody 'ell, he wasn't kidding when he said an army of robots" Constantine mused before lighting a cigarette idly.

"Brainiac will beg release, as I tear his body piece by piece" Etrigan snarled before immediately leaping into the fray, releasing a blast of hellfire at the androids, before Dr. Fate turned to greet Doctor Strange.

"Steven, it has been far too long"

"Likewise Kent. Have you considered my recommendation?" Strange asked as the avatar of Nabu blasted an Ultron android with a wave of golden energy.

"Indeed I have, although that discussion is best saved for after the end of this battle" he chastised before both sorcerers supreme returned their full attention to the battle at hand. Constantine was still off to the side, taking a drag of his cigarette before Elsa came to stand alongside him, loading her gun.

"You just gonna stand there like some useless yank?" She asked with a sneer as Constantine shook his head, taking a long drag from his cigarette.

"Just need to get fired up love" he smirked before cupping his hands around the smoke. When he opened them, a massive burst of flames spilled forwards from his mouth, engulfing the androids directly in front of him.

Elsa merely blinked once before aiming her gun just past his head, not even looking before she shot one sneaking up on him. "You missed one"

Over at Avengers Academy, another similar assault was occurring. Dozens of Ultron drones were launching their own assault on the students of the academy, however the Avengers in training were able to hold their own well. Wind Dragon in particular took on a leadership role as he helped to direct the others in the attack.

"Hazmat, we need you in the west wing to drive back the larger wave" he said as the Asian girl nodded before rushing off with Lightspeed and Xavin. "Sister Grimm, you and Wiccan move the injured to a fallback position with Viv. Ultimen, with me!"

Another large wave of drones ran at the four assembled Ultimen before all of a sudden, a massive boot stomped on the androids. The four then looked up to see Longshadow, joining in the fray as he swatted another android to the ground. A group of them tried to strike him from behind, however they were met with a blast of energy from Stargirl's staff, while S.T.R.I.P.E. provided more aerial support with his missiles.

"Shadow!" Shifter exclaimed in surprise and relief before he shrunk back to normal size to hug his team mate. The others gathered around as they reunited.

"Man am I glad to see you guys. Are you alright?" the size-changing teen asked.

"We're better than alright, we're Avengers!" Wind Dragon exclaimed before shrugging with a laugh. "At least… in training"

"Hey! Save the reunion for later, we gotta stop these robots now!" Stargirl called before the students of the Academy all rallied behind their newest allies in the battle. Then, Wind Dragon raised an arm to the advancing wave.

"Young Avengers, Assemble!"

"Two more coming your way!" Spider-Man called as he webbed a couple of the Ultron androids together before swinging them over to where Galatea was waiting. She caught them easily before crushing the androids into a tight ball, tossing their remains at a crowd of the androids.

"How you holding up anyway? I could do this all day" Galatea smirked before using her heat vision to cut another in half while Spider-Man leaped about, dodging their laser blasts.

"Oh you know, dodging lasers. Nothing new. I wish the villains would get more creative sometimes" he snarked, firing a web ball to blind another android before it suddenly had a hole punched in its head by a newly arrived Supergirl.

"Getting lazy there sis. I'd have thought you'd finished this by now" Supergirl smirked.

"Oh please, ten more minutes and I would have" Galatea retorted before an arrow flew past her, implanting itself firmly in the face of another android, effectively stopping it.

"You can chit chat later, stopping the army comes first" Green Arrow chastised as Black Canary used her Canary Cry to destroy a whole wave of androids.

"Have you ever met Hawkeye? I feel like your legal battle would be one for the ages" Spider-Man joked as Green Arrow grinned.

"Challenge the billionaire to a copyright battle? Seems a little one sided" he laughed before firing an explosive arrow into the crowd of Ultron androids.

"Bang! Bang bang bang!"

"Wade you don't have to do that every time you shoot one of them!" Domino barked at her team mate, shooting one of the androids in front of her. Her team mate in question, Deadpool simply shrugged in response.

"I know, just makes me feel better. Besides, that guy gets to call out his attacks!" he defended before pointing to a wild looking individual. He had yellow skin, and for the most part wasn't wearing any clothes. Only green striped trunks and a large bushy red mane he used as a cape.

"Swipe, swipe swipe!" the man cackled as he clawed through the androids, leaping around.

"Wade, who the hell is that?" Domino asked with a raised eyebrow.

"I call him, 'Yellow Skin Wacky Man'!" Deadpool grinned.

"But I prefer the Creeper!" the eponymous Creeper finished.

Closer to the bar with no name, Shocker and Rhino were both tearing into the androids around them with vigour. They watched Flint get killed by Brainiac, and they were both devastated and enraged by the loss. As such, when they were suddenly presented with the opportunity to have their own revenge by tearing through dozens of Ultron copies, they gladly took it.

Shocker was firing level four blasts from his gauntlets, disregarding the pain that shot through his arms as he did. At the highest setting, level five, his shoulder was in danger of dislocating. As it was now, he was sore and tired but he kept firing. Unfortunately, his fatigue was starting to catch up with him.

"Aleksei, how you holdin' up?" he asked as Rhino tossed a car into a crowd of the androids, before kicking another down the street and into a building.

"Gettin' a little tired here Herman" he admitted. "Any idea where the Avengers are?"

"Now I ain't sure 'bout the Avengers, but I know where the Justice League is" a new voice called before the two turned to see Vigilante, Shining Knight, and Vixen.

"Justice League? So you knew Flint?" Shocker asked hopefully.

"Yes, Flint was a dear friend of ours" Shining Knight confirmed before drawing his sword as another crowd of androids ran at the five.

"And these varmints are gonna pay for what that blasted computer did to him" Vigilante glared before drawing his revolvers and firing into the crowd, hitting multiple androids while Vixen turned her attention to the ones that approached from behind, crushing them with the strength of an Elephant.

Inside the bar itself, the villains were watching the news reports about the reported Ultron invasion. However, they also saw the Sandman killed by that AI villain that referred to itself as Brainiac. They each frowned before finally, Donald emerged from the kitchen. He had taken the time to think and finally came to the conclusion he wanted. Thus he was now inside his Blizzard costume, idly cracking his knuckles.

"Listen, we can hide in here all we want, but those things are tearing up this whole island. They'll be coming here sooner or later. Besides" he said before going to the door. "They killed Flint. Now, I don't know about you, but Im gonna do something about it"

There was a brief moment of silence after he stepped outside as the other villains seemed to consider his words.

Then, down the street where Shocker and Rhino were fighting with the Justice Leaguers they were suddenly met the sound of a crowd roaring into battle. They looked down to see the villains pouring out from the Bar with No Name, attacked any Ultron drones they could find.

Boomerang threw explosive boomerangs at the ones that took to the air, Speed Demon ran around, pulling important components from the androids, Man-Killer grew thirty feet tall before swatting more aside while Blizzard froze several solid before using an ice-slide to attack more.

Between the heroes already working, and the villains now joining the fray, the androids in that neighbourhood didn't stand a chance.

Back in Avengers Tower, Tony was busy working with Batman and Reed Richards to try and determine the probable location that Brainiac had left for. The farthest they had gotten so far however was determining that Brainiac had left Manhattan. Other than that, they were at a loss as for where he could be.

"Do we even know if he is in North America?" Tony frowned.

"No, but I can easily track his computer signature through a weather satellite. All I need is the GPS coordinates of one that's relatively close in orbit" Batman mused before Captain America suddenly radioed to Tony.

"Tony, are you there?"

"Yeah I'm here Cap, what do you have for us?" the armoured avenger asked, looking over various video footage to see if he could track the rogue android's movements.

"I just got a communication from Sabra out in Israel" Cap said, catching the attention of the three heroes. "According to her, she and Arabian Knight were fighting some Ultron drones out there when they spotted Brainiac overhead. He seemed to be heading out into Egypt after raiding one of Ultron's old labs in Symkaria"

"Egypt? What would he be doing there?" Tony asked as Reed suddenly realised what was happening.

"Of course! Brainiac's is constructing a device to process the entire galaxy at once, so he needs a large expanse of uninhabited land where he will be unlikely to be found and disturbed. What is one of the largest masses of uninhabited land but…?" Reed started.

"The Sahara Desert" Batman finished, suddenly turning his attention to satellite video feed of the desert. After a few minutes of scouring with the other scientists, they finally located the area he was constructing the device. Brainiac had apparently begun his construction on the border between Egypt and Libya, using pieces of destroyed helicarriers and other large vehicle and electronic equipment.

"Do we have an estimated time until he finishes construction?" Batman asked, observing the satellite feed as Reed frowned, pouring over some calculations on a nearby whiteboard.

"Well, after taking into account the time already passed, as well as taking note of the amount of work already completed on the structure itself, I would have to say he will have completed his construction within the next few hours" he said with a frown before Batman nodded.

"Then there's no time to lose. Let's move" he urged before Tony started putting his armour back on as he radioed Captain America again.

"Cap, bring Wonder Woman and Superman back to Avengers tower. We've found Brainiac and we're getting ready to head out" he said before Reed cut him off.

"Tony, it is likely that despite the numerous androids that have been fought thus far, the largest concentration of them will be at that structure" the scientist reasoned as Tony frowned.

"You're right" he nodded. "Thor, find Dr. Banner if you can, we might need his muscle. Zatanna, get back to Avengers tower with whoever you can. We're taking the fight to Brainiac right now!"

Back at the beach that the Ultron invasion began on, a pale young woman walked along the sandy shore. She hummed to herself, stepping around the scrap pieces of the destroyed androids. Her skin was deathly pale, almost white, and she wore all black clothing. She wore light makeup, just black lipstick and eyeliner, and under her right eye there was a small black mark, in a spiral design. Around her neck was a necklace, a silver ankh on the end of it that bounced lightly with every step.

She twirled a black parasol in her black gloved hands idly as she walked looked around the shoreline as though she were looking for something. After passing past the last few scrap pieces of the robots she knelt down on the sand with a soft smile.

"I apologize for keeping you, I had to speak to my counterpart. Despite my protests that you belong in my realm, she is rather adamant that being here makes you her responsibility" she started, laughing lightly. She put her parasol off to the side as she traced a line in the sand.

"But it was worth it. After all, I am rather interested in you Flint Marko" she said before starting to pile sand together. Once she had enough she started to sculpt some together, her fingers carefully forming the exact body of Flint. "After all, you have escaped me before. Incredibly resilient, but you feel unworthy. Almost as though you're unsure of being a hero"

She frowned at that, before resuming her work on the sculpture. "I admit, at times I wanted to claim you. This time was no different, I was ready to swoop down and carry you off. You had made peace with your daughter, you could have easily left. But oddly enough it was my elder brother who stopped you" she added, forming his face carefully, making sure that his nose and eyebrows were just right.

"He told me that your destiny had changed… that now wasn't your time. For the first time in history I didn't believe him, and for the first time in history he showed me his fabled book. I must say, what I saw surprised me, but it made me happy as well" she added before finishing her work. "I am intrigued by you Mr. Marko, and I will enjoy watching you in the future. While my elder brother may have convinced me that you were to live, it was my younger brother who really convinced me. He is even more intrigued with you than I am. Now, it's time for you to wake up"

She stood, before brushing the sand off of her pants. Once she was content with how she looked, she leaned over before winding her hand back. "Wake up!" she said with a grin before slapping him across the face. Right that second, he sat bolt upright before cupping his face painfully.

"Ow! Dammit, what the hell was that for?!" he yelled at her before blinking. He looked from her smirking face, down to his hands, then to the beach under him. Taking a moment to process this, he slowly ran his hands over his body to make sure he was still there. Once satisfied he looked at her in shock.

"I'm… I'm alive?" he asked dumbly.

"Yes you are. A trivial matter for me" she shrugged before picking up her parasol, carefully brushing the sand from it before she opened it again, setting it on her neck so she was shaded from the sun.

"Wait, what happened? Last thing I remember is Brainiac shooting something at me…" he asked, clutching his head.

"Well, Brainiac completely destroyed your Soul Particle" she explained as he stared at her in shock again.

"He destroyed it… then I was dead! Oh man… Oh man, Z! What happened to her? What's going on now?" he asked in worry before a new presence made itself known.

"Perhaps I can answer that for you" Dream offered as Flint turned to look at him.

"Oh Morpheus, good to see you" he nodded. "I assume this is Death?"

"Yes, this is my eldest sister, Death of the Endless" he introduced as she shook Flint's hand.

"Well met" she smiled.

"Yeah… now would you mind telling me what happened while I was gone?" Flint asked as Morpheus nodded.

"It's simple really. After you were killed by Brainiac, he activated all the Ultron drones worldwide. He attacked with his army of thousands, and the heroes of this world were almost over-whelmed. Zatanna however, brought the Justice League to this world and they immediately helped to turn the tide. Now, Zatanna has gone with some of the Justice League, and this world's Avengers to try and stop Brainiac from completing his plan"

He nodded slowly, processing it all before looking up. "And what is his plan exactly?" he asked, almost dreading the answer.

"Oh, he's rebuilding his device on a larger scale in the Sahara Desert in order to process and entire galaxy at once" Death explained as Flint groaned.

"Damn it… I really screwed up, didn't I?" he asked. The two siblings shared a look before Death shook her head, placing a comforting hand on Flint's shoulder.

"You couldn't have known that Brainiac would have found your Soul Particle. Even then, it wasn't your fault. You died trying to fight him. In that, you rallied the villains of this world to help fight back against the army" the immortal said to him. After a moment he looked up at the two again.

"I need to get to that machine. Z is over there, she's probably worried sick to death about all this. And they're gonna need the help" he said, starting to walk off.

"And what are you going to do? You're just a man made of sand" Dream asked, a playful smirk on his face. Flint stopped before looking back with his own smirk.

"Nah, I ain't a man made of sand; I'm a HERO made of sand" Flint corrected him as both siblings broke into wide grins. "And I'm gonna save the world"

"Just be warned Flint" Death said to him. "I may have restored you to life, but I can't do it again. You have this one life left, don't waste it" she urged him. He stared at her for a moment before nodding dumbly.

"Good to know" he said before running off. As he ran, he idly thought to himself 'How the hell am I gonna get to the Sahara Desert? Wait, I'm an Avenger! I can use a Quinjet!'

Dream watched him run off before turning back to his sister. "I believe we should leave before we overstay our welcome sister"

"I think we might be too late for that" she laughed before the two looked at another immortal being in front of them. She was a clearly female visage, wearing a long, flowing black robe. However, the face under her hood was clearly a skull. She was the Death of this universe.

"I have permitted you to stay in my domain long enough, but now you must leave" she urged as the two siblings nodded before leaving. Once they were gone, Death watched Flint run off before shaking her head.

"I'll get you someday Flint Marko. Someday"

With the battle starting to turn in the favour of the heroes, they started moving further around New York to destroy the rest of the army. Vigilante left with Vixen and Shining Knight to finish up in Hell's Kitchen while Shocker and Rhino stayed around Soho. However, after destroying the last of the androids, Shocker finally fell back on a nearby bench, breathing heavily.

"Damn… Is that the last of them?" he asked, hoping it was. Thankfully his large armoured companion nodded before sitting on the ground next to him.

"Yeah… it was. I think we're good" he nodded, the two sharing a nod as they bumped fists, happy to be free from the battle for at least a minute. After a moment Rhino sighed, shaking his head. "I'm gonna miss him Herman"

Shocker looked at him for a moment, before nodding. "Yeah, me too. He was a good man" Shocker sighed, taking his mask off as they reminisced about Flint.

"Hey, can either of you fly a Quinjet?" Flint asked, running up behind them as they both jumped in surprise.

"Holy- Zombie!" Shocker yelled before aiming his gauntlets at Flint.

"I'm not a zombie you idiot, I'm me!" Flint said in frustration as the two took a minute to process this.

"Flint? How are you alive man? We saw you die on the news!" Shocker said, putting a hand on Flint's shoulder, unsure if he was even real.

"That's a little complicated, but Death basically brought me back" he said before remembering something. "Oh, not your Death, the Death from the other world"

"Oh good. And here I though Wade would get jealous" Rhino snorted before Sandman shook his head.

"Listen, we can go over this later. Right now I need to get to the Sahara Desert. Can either of you fly a Quinjet?" he asked again as the two thought for a moment.

"Well, I have flown similar controls before. I think I could do it" Shocker answered before Flint grinned.

"Perfect, come on!" he said before dragging Shocker off to find one of the Quinjets, Rhino following close behind the two of them.

"Well, this is it huh?" Flash asked, looking across the desert at the incredibly large mechanical spire being constructed just ahead over the dunes. On the way over, the rest of the League founders had joined them, ready to fight. Zatanna was more than happy to have the help, and so were the four Avengers they had on hand.

"Yep, this is it" said Dr. Bruce Banner, a famous scientist who studied gamma radiation.

Superman was only worried for the Dr.'s safety, watching him with a frown. "Are you sure you should be here Dr.? This could get dangerous"

Banner nodded to the Man of Steel, a small yet confident smirk on his face. "I'm sure. Besides, it looks like we might need the muscle" he said, before jerking his head to the spire. The others looed to see a sudden swarm of androids flying at them, while the original Brainiac-Ultron stayed near the structure.

"Alright, get behind me Doc" Green Lantern said to Banner, levitating in the air as he got ready to attack the androids with blasts from his ring. However, Banner ran past the other heroes, approaching the swarm of androids.

"Is he crazy?!" Shayera asked as Iron Man shook his head.

"No…" he answered simply before Banner transformed before their eyes into a ten foot tall green behemoth, letting loose a primal roar as he leapt into the swarm. "The word would be incredible"

The League watched his savage attack with surprise, unsure of how to respond. Finally, Diana was the first to speak, only muttering a single word.

"Hera…"

"Aye, I believe my first response to the Hulk was something about my father's beard" Thor smirked before the Amazon returned it in force.

"Oh, a Nord? Perhaps I can show you how a real warrior fights" she smirked before the two gods leapt into battle alongside Dr. Banner, the other heroes close behind them.

Iron Man, Green Lantern, Superman, and Hawkgirl all took to the sky attacking from above and providing aerial support for their grounded allies. Martian Manhunter took the middle ground, attacking one's his air-borne teammates missed while also making sure the ground had cover.

Captain America lead the ones on the ground, with Flash running circles around all of them to catch the androids they missed before they could launch surprise attacks from behind. Zatanna used her magic to blast large waves of enemies while Batman used his close range combat expertise to dispatch any android he could get his hands on.

Brainiac-Ultron was even distracted from his work to briefly glance at his rapidly failing army. Between all of the heroes on the field, their joined combat experience, and their own powers, they were cutting massive swathes through his waves. Finally, the last drone fell as Brainiac gave a low growl of annoyance.

In response, he raised a hand before firing a massive blast of energy, forcing the heroes to take cover behind Green Lantern's quickly conjured shield. Brainiac-Ultron appeared undeterred as he floated over to them slowly.

"You have interfered with my plans for the last time… My machine is complete, and my success is imminent. None of you have any hope of defeating me" the android gloated, conjured any spare metal he had to slowly circle around the grouped heroes.

"Grr… Hulk smash puny Brainiac!" the Hulk growled before being struck with a massive piece of rebar.

"Silence you green simpleton! I am Brainiac, the greatest intellect in this world, or any other!" The android barked, ignoring Iron Man muttering something about an individual called 'Moon Girl', and how she was more intelligent. "You have failed! This world is no more! After I have destroyed this galaxy I will move on! The Kree, the Shi'Ar, the Skrulls, all will fall to me! Then, the other universe! All other universes will be powerless to stop me! I am a God! I am-" He was suddenly cut off as the massive form of a Quinjet suddenly struck him, travelling fast as both figures suddenly crashed into the sand.

"Is that my jet?!" Iron Man asked in surprise and frustration as the Jet's engines shut off. After a minute, shouting could be heard from inside. The heroes all took tentative steps forward before the door of the jet was punched free from its hinges.

"Damn it Herman! You said you could fly it!" Rhino yelled before climbing out, Shocker close behind him as the two were clearly arguing over their crash.

"I said I could fly it, not LAND it" Shocker clarified as Captain America cleared his throat to call their attention.

"Gentlemen, good to see you. But why are you here?" the Captain asked as Shocker jerked a thumb back to the jet.

"Oh, just dropping someone off" he replied, however before anyone could ask what he meant, Brainiac-Ultron lifted the jet above his head and threw it away, where it landed at the foot of the tall spire.

"You dare to attack me? Your deaths shall be swift" he yelled before floating into the air. However, as he did the ground started to shake.

"Great, what now?" Flash asked as the others looked around, searching for the source of the disturbance.

"Wait, I don't think this is Brainiac" Iron Man said, looking around. "My sensors aren't picking anything up, nothing close to Brainiac's tech signature anyway"

"Wait… if it isn't Brainiac, then what?" Superman asked as Zatanna gave a small, hopeful smile.

"Flint…" she whispered.

Then, next to the spire a massive hand shot out of the desert. The sand around the heroes swelled before being pulled from under their feet as the hand grew. Finally, it equalled the height of the titanic two-hundred foot spire before pushing it over with little effort.

Brainiac-Ultron stared at the hand in shock, before growling in rage. "Impossible! I destroyed you!" he yelled before even more sand was taken up. It slowly formed a body to fit the massive arm, and then the head on top, the other heroes looking on in shock at seeing their supposedly dead team mate, clearly alive before their eyes.

"You tried, and you failed" Flint's voice bellowed with a rumbling chuckle. "Now live with it! Because I'm going to take you down!"

Boom! Next time on Sandman Unlimited Brainiac is getting his ass kicked!

Also, Cameos! So many Cameos! And Elsa Bloodstone being a badass!

As always be sure to leave a review, I appreciate them all! And don't forget your questions! I'll answer them all next time!

Ciao for now!

~WafflesTheApprentice