Yet another chapter is here!

First, allow me to wish everyone a Happy New Year, and I hope you all had a safe and Happy Holidays!

The new semester for me has begun, and something else has also begun with this new year; the finale of Sandman Unlimited.

Yes unfortunately, we are down to the final three episodes for this little fic. It was quite the adventure, and there are so many highlights for this little story that I can't even list them all. Hopefully as we wind down towards the finale, you all enjoy reading these next few chapters as much as I enjoy writing them.

The Great Brain Robbery is one of my favourite episodes of the show, so this chapter was a special joy to write. The dialogue here I think is among some of my best, especially as far as the humour is concerned.

But enough of that, now for some reviews!:

Jestalnaker94000: Well I'm glad you enjoyed the Injustice elements. I thought it would be an interesting twist on the episode.

Lady Pond: I've made an OTP? Success!

Dion ComicWiz: Well I'm glad to know that my chapter gave Kara a satisfying conclusion to her arc. I always detested the way they just abandoned her in the middle of the season, so I was more than glad to fix that here. Glad to know that you as well enjoy Frost and Shark together. Shark's heritage as a demigod will definitely be explored more, especially in the sequel. As for Caitlin and Crystal, I honestly hadn't really thought of using them at all. I might end up using Caitlin, but that remains to be seen. As for the Royal Flush gang, they won't appear in this fic. Ace has already appeared though, and she will appear more in the sequel.

Lucian Naruto: My friend, I agree with you 100%

Thanks again for all the reviews! Be sure to leave a review with this chapter as well, I enjoy reading every single one!

In other news, I have been recently contacted about potentially having a TvTropes page made for my fic. I just want to say, that if someone made a TvTropes page for this fic, I would probably die of happiness. Unfortunately I can't do it myself (I don't know how to use TvTropes for making pages and such, as well as that being generally presumptuous on my part), but if one of you guys made a page for it, I would love to know.

With that out of the way, time for the disclaimer:

I own none of this except the idea. Sandman and all related characters are owned by Marvel Comics and Disney. The Justice League and Legion of Doom/Secret Society of Super-Villains are all owned by DC Comics and Warner Bros. Please support the official release.

And now, onto the chapter!


Patience, as they say, is a virtue. If there was ever a situation where the desired outcome had not been achieved, patience allowed for you to take a brief break and start again. However, for two individuals, patience was in short supply as their own personal frustrations grew.

The first was Lex Luthor. The bald billionaire had succeeded in his mutiny against Grodd only days before (It was rather easy as most of the Society despised the ape's master plan), and had since liberated the piece of Brainiac from him. From that moment he had worked tirelessly to try and reconstitute Brainiac from the piece of scrap, but unfortunately, he was having little luck in this endeavour.

"Brainiac…" he whispered in frustration after another gruelling failure to revive the rogue AI. "You're in there… I can almost FEEL you. Abasing myself before Grodd, then running this unwieldy super-gang, it's all been worth it if I can just free the only piece of you that remains"

It was shortly after saying this that he felt an all too familiar pair of arms snake around his body. He inwardly sighed, pinching the bridge of his nose. Tala had, in the wake of overthrowing Grodd, suddenly displayed an unnatural amount of affection for him. Lex wasn't fooled, he knew she was only drawn to his power, she saw it as a guaranteed method of protection. But her persistence in this endeavour still irked him to no end, the woman quite literally had no boundaries.

That, and she was previously involved with Gorilla Grodd.

'God this woman is infuriating' he thought to himself. 'I have no time for this, I need to free Brainiac… I suppose I do miss a woman's touch… oh how I miss you Mercy Graves' he nodded before scowling again.

Tala, as it happened, was the second individual with a serious lack of patience. No matter what she did, no matter what she said, she couldn't seem to draw Lex's attention, much less his affection. He just stayed in his lab, cooped up and talking to that rock as he worked tirelessly on who knows what. How could this man not see what was clearly in front of him.

"Lex, don't talk to the rock" she cooed, whispering into his ear. "Why don't we…"

'Stay out of this, witch!" Luthor interrupted, pushing her off to the side at her insinuation. He had neither the time nor the will to deal with anything of that sort… at least not with her.

Setting the Brainiac fragment into a special device, he pressed a few buttons on a nearby control pad before waiting patiently. Instantly, several lasers and instruments analysed the fragment, attempting to harvest as much information as possible from it. When nothing was found, Lex snarled before punching the wall in frustration.

After taking a moment to catch himself, he sighed before sitting back in a nearby chair. "It makes no sense…" he muttered. "The smallest scrap of Brainiac should be sufficient to reconstitute him" he continued, rubbing his eyes in fatigue as Tala gently massaged his shoulders.

"Don't worry darling" Tala attempted to assure him, a hopeful look on her face. "I'm sure it will be-"

"Unless Grodd is somehow preventing it" the billionaire concluded, interrupting her before he stood up and stormed out of the lab. "I'll just have to fix that"

Tala watched him leave before scoffing, folding her arms as she followed him in frustration. "Men…" she muttered under her breath.


Down in the sub-levels of the Society's headquarters, there was an old storeroom that had been converted into a makeshift cell for their one and only prisoner, Gorilla Grodd. Initially Luthor had thought of killing Grodd, but he recognized the importance of keeping the telepathic ape around. He clearly still had secrets that he had kept from the rest of the Society, and Luthor knew they could prove useful to him.

The intelligent ape was bound to the floor by large iron shackles, his eyes slowly rising as Luthor and Tala entered the room. "What do you want Luthor?" Grodd asked, in a tired voice.

"How do I unlock the Brainiac code?" Lex demanded, his frustration barely contained. At his indignation, the ape couldn't help but smirk.

"You're a genius. Figure it out" he chuckled smugly.

"Tell me, you leering, manipulative, knuckle-dragger!" the billionaire demanded as Grodd continued to chuckle.

"Oh Lex, Lex… you can't expect me to give up my only bargaining chip" he grinned. "What's in it for me?"

Luthor regarded him with a silent, cold fury before simply sneering. "When this is over, I'm going to sell your body for dog meat" he declared before storming out of the room. Tala watched him for a moment before beginning to follow.

"It must pain you to see me like this" Grodd called to her. "After what we've been to one another"

"My taste in boyfriends has evolved" she said before quickly moving to catch up with Luthor. "Lex, wait. You're the leader now, you don't need to lock horns with him!"

"The only thing that matters now is a speck of information locked somewhere deep inside Grodd's thick skull" Luthor retorted, keeping his gaze fixed forwards as he walked.

'Come on, there must be something to gain his favour' Tala mentally chastised herself, before a sudden idea came to her. An idea that might finally put her in Luthor's favour. "Yes, okay… So, we break open his head and take it"

At that, Luthor suddenly paused. There was a brief moment of silence, Tala holding her breath cautiously, unsure of how Lex would react. Then, he slowly turned to look at her. On his face was a smile. A devious, malicious, scheming smile.


After explaining to Lex exactly what her plan was to retrieve the necessary information, he was eager to get back to work in his laboratory. The rest of the Society however, was less than pleased with the lack of any action since the recent mutiny and had asked for a full meeting. Luthor had to shake his head at this; super-humans could be so fickle at times. But if anything else, it would allow for him to look over the Society roster and gauge their obedience.

As he and Tala filed into the room to begin, he immediately took notice of who was present. It turned out, in recent days most of the Society had decided to take their chances and strike out on their own. As a result, there was a significant lack of on hand members left to take note of.

The Rogues had all decided to stay, but they were fiercely loyal to each other. Captain Cold, Mirror Master, Heatwave, and Weather Wizard kept to themselves normally. But since they acted as one mind on most decisions they carried a fair bit of weight when they did decide to act as a unit. Sinestro and Atomic Skull were heavy hitting players, but they were for the most part fine with the period of quiet in the wake of Grodd's downfall. At least they recognized the importance of taking time to plan their next moves carefully.

Killer Frost was a different story. As it turned out, Shark's capture for the squad after failing to retrieve the Viking ship of Prince John had left her far more irritable than anyone could have anticipated. She became even more hostile around people, and she was close to killing numerous other members for even the smallest indiscretions. These proved to be especially dangerous incidents without Grodd, as she clearly didn't have the same begrudging respect for Luthor. It was only Grodd's telepathy that kept her in line this long without her shark.

The biggest worry for Luthor was the sheer number of D-List villains that were left. They were largely inconsequential and were not the biggest threats. But outside of that they were now the bulk of the Society and they were quickly proving to be a dangerous faction. Even then, several D-Listers had also left. All in all, the Society was a far cry from its former glory.

Luthor had to inwardly chuckle at the villains left though. 'Bloodsport, Lady Lunar, Goldface, Monocle, Hellgrammite… these nobodies couldn't rob a five year old's lemonade stand' he inwardly mused.

Doctor Polaris had stood to face Luthor, acting as a sort of spokesman for the other members. "We don't think you've got what it takes to run the show" he said plainly, not wasting any time. "You've been acting unbalanced, holed up in that lab, talking to yourself"

"After Grodd tried to turn the world into apes, you can imagine how seriously we'd take something like that" Sinestro added. With that, Lex had to agree. "What are you going to do, make everybody bald?" the lantern asked.

"Maybe it's time for younger, smarter, more aggressive leadership" Polaris chimed in again, clenching his fist as though anticipating combat.

"Really?" Luthor asked, clearly not intimidated by the crowd. He could easily outsmart them all, and they posed no threat thanks to his own fail safes. In fact he seemed completely disinterested by the notion.

"Yeah" Polaris nodded, scowling at Lex's supposed boredom. "Why should any of us follow you?"

Luthor slowly stood up before looking each of the present members in the eye. If he knew them as well as he thought he did, then his solution was guaranteed to work. "Because I'll show you how to make more money in one day than you've made in your entire lives"

That one statement caught the interest of all present, with Lex smirking at his success in reigning them in. 'Child's play' he chuckled inwardly.


Green Lantern groaned in frustration, pinching the bridge of his nose, before looking up at Flash with a tired expression. "Look, we know Grodd's running some kind of organized group. I'm tired of just putting out fires"

"I agree. We need to find this new Secret Society, and take the fight to them" Mister Terrific agreed.

"The fact that we haven't seen the Society for a while just makes it worse" Flint nodded. "We have no idea what they could be planning now, and it's not like we don't already have enough problems" he pointed out. It was true, despite the lack of action from the Society as of late, there were already enough dangers the League had to deal with. Eiling drinking an experimental formula from the 40's to turn into some hulking monster definitely stood out in his mind.

As it stood now, they wanted to take down the Society before they could do anything else in an attempt for world domination, or whatever nefarious ideal they had. The only problem with this action, was the reluctance of a certain speedster. This was why Flint, Red Tornado, Mister Terrific, Green Lantern, and Doctor Fate were all gathered together with Flash in the bridge of the Watchtower.

"I know guys" Flash said, holding his hands up defensively. "But there has to be another way!"

"This is the best… maybe only shot we have" Mister Terrific replied evenly. "When Grodd had you under his telepathic control a couple of years ago, he left a psychic imprint in your mind"

"I can mystically access that imprint and trace it back to Grodd, wherever he hides" Dr. Fate added with a nod.

"And when we do find Grodd, we will likely find Luthor, Bizarro, and any other number of wanted individuals" Red Tornado said.

"And I'm all for that, but I don't like strangers nosing around in my brain. No offense, Doc" Flash said hastily.

"I assure you, I won't be reading your thoughts" Fate corrected. "Your mind is simply a portal"

"This really seems like it's more up J'onn's alley" Flash pointed out, slowly backing up. However, he would soon bump into a chair, which Flint pushed him down into.

"Yeah well, J'onn's not here" Green Lantern pointed out. "He's still on his extended leave in Flint's universe"

"Which reminds me, I should really see how he's doing at some point" Flint mused, cupping his chin. "But since that is neither here nor there, just sit down, shut up, and get this over with. I got a double date to get to when we're done here" he continued. Z had come home one day with four tickets to a local ballet and recommended a double-date. Initially she wanted to ask Ollie and Dinah, but after Eiling became a monster, Ollie was still nursing a few broken ribs. That's when Flint stepped in and recommended Aleksei and Cynthia. Cynthia had recently renamed herself Mirage, and the two women were starting to become better friends so they thought it would be a good opportunity.

"The only reason you're doing this is because Fire isn't here" Flash pointed out, as the Brazilian woman had become rather protective of him as of late.

"Well it's a good thing she won't be back until later then, isn't it?" Flint snarked. 'He does have a point though, don't want to get Beatriz angry…' he thought to himself.

"We need to find Grodd before he hurts anyone else Flash" Green Lantern started again. "This may be our only shot"

Flash looked at all of them, before giving a defeated sigh. "Fine, just be careful with my head. It's where I keep all my one-liners"

"How would we ever go on without them?" Flint asked dryly as Fate stepped forwards, placing a hand over Flash's head. "Show me the mind of Gorilla Grodd" he commanded, his eyes glowing. For a moment, there was silence, before he turned to the others. "The imprint has faded over time. It's still traceable, but I will need a conduit to focus my energy"

Flint pondered that for a moment before turning his body to glass. "Would this work?"

Fate cupped his chin before nodding. "It should be a great assistance in this endeavour" he nodded as Flint put one hand on Flash's head, and the other on Fate's helmet. "Alright, let's get this show on the road"

Fate said the incantation again, as the lights from his eyes suddenly shone even brighter than before.

That's when the screaming began.


"This is your last chance" Luthor declared as he finished setting up a machine before placing a headpiece on Grodd. "Tell me what I want to know Grodd, or I'll pull the information from your bleeding frontal lobe"

Using his already constructed device to enhance Grodd's telepathy, and Tala's own mystic achievements, he was easily able to make something that could, at least in theory, access the Gorilla's mind.

Grodd was unamused and simply spat at the billionaire. "You're a sadistic child. An infant playing with power tools!" the ape scowled.

Luthor simply shrugged in response. "Your funeral" he replied before putting an identical helmet on his own head and sitting in a chair across from Grodd. The other members of the Society gathered curiously to watch, as Tala's hands glowed a mystical green before she placed them on the foreheads of Grodd and Luthor.

That's when the screaming began.


Back on the Watchtower, Fate was suddenly flung back violently, while Flint was forced back into his sand form, which promptly fell to the ground in a pile of dust. The other heroes watched in surprise before Lantern moved over to Flint, who was slowly reforming.

"Flint, are you okay?" he asked as Red Tornado helped Fate to stand.

"Wait… that isn't Flint" the sorcerer said with worry.

"What do you mean it's not him?" Flash asked with a frown.

"Where… am I? What did you do to me?" Flint groaned before looking down at his hands, slowly flexing them. They then shifted to his maces, then to his mallets, then to blades, then to axes, before going back to his hands. A morbid smirk then appeared on his face.

"That's Lex Luthor!" Fate declared, before a massive column of sand spawned from Flint's side, knocking Lantern away into Mister Terrific. He then burst into a storm before rushing through Red Tornado and Dr. Fate, finally arriving at the teleporters. He formed a long blade before holding it to the throat of one of the nearby technicians.

"Get me out of here now, or I kill you where you stand!" he snarled.

"Do what he says Tony!" Mister Terrific said desperately.

"We can't just let Luthor loose in Flint's body. We've seen what normal Flint can do, Luthor would be unstoppable if he ever reached the ocean!" Lantern warned.

"Then we'd better stop him quick" Flash nodded before grabbing a selection of nearby tools and throwing them at the control panel. Instantly, several large tools embedded themselves in the panel, making it unusable by Luthor. "That should buy us some time"

Luthor scowled in response before throwing the technician away. Several heroes tried to rush him at once, but he spawned large tentacles of sand from his back, using them to toss away Captain Atom and Crimson Fox, before he formed himself into one large battering ram, barrelling through Shazam and forcing his grains through a crack in the station doors.

Luthor was now loose on the Watchtower.


Immediately following the pain and screaming, Flint was aware that he had somehow fallen to the floor. He held his head with a grimace, a resounding pain throbbing inside it as he slowly opened his eyes. Everything was shaky at first, but as his vision came into focus, he started to notice the various villains surrounding him.

"Lex, are you alright?" Tala asked, as 'Lex' turned to look at her. He stared for a moment before looking at his hands. He flexed his fists slowly as one horrifying realization came to his mind.

'Oh my god… I'M IN LEX LUTHOR'S BODY!' Flint screamed in his own mind. He only allowed a few seconds of surprise though. He was surrounded by the Society. Any wrong moves and they would kill him for sure. For the time being, he'd have to play along. Which meant once again, he'd have to be a villain.

"I'm fine" he growled out, standing again before putting a sneer on his face. Flint knew how villains operated, and above all he knew how Luthor operated. Cold, calculating, egotistical, narcissistic. 'I get to be Osborn and Octavius combined… lovely' he thought before shaking his head. As he looked to the other villains with a glare, he noticed that they wouldn't stare for too long before they shied their glances away.

"Did… did you get what you wanted from Grodd?" Tala asked with a worried look on her face.

He turned to see the gorilla currently bound to a chair, with a strange device on his forehead. It didn't take too long for him to put two and two together; clearly in the wake of Grodd's failure, Lex had lead a coup. Not that Flint could blame him, a world full of gorillas was a pretty silly endgame.

Unfortunately, that did nothing to answer what exactly Luthor was looking for. As such, only one answer seemed realistic:

"No" he said with a scowl. "Something went wrong. When my head stops pounding, I'll figure out what it was"

"Yeah, you do that" Polaris said impatiently. "But only after you explain to us this plan you have that will make us all rich"

'Aw crap, better think of something quick' he thought, trying to come up with a quick plan. After a few seconds, he remembered Flash' comment about Beatriz. She was supervising the loading of a train at the US Mint… a train that now carried fifty-million dollars.

"Simple, gather everyone in the briefing room, I'd rather not explain this twice" he said in a derisive tone, before Polaris went with Sinestro to gather the others. Tala, much to his dismay, kissed his cheek before leaving as well.

'Did not know about that… wonder if Lex is as disturbed by it as I am' Flint thought to himself before wiping his cheek once the room was empty.

"I know that isn't Lex" Grodd suddenly spoke, causing Flint to turn around quickly. The gorilla's expression appeared to be bemused if anything. "Though, to be honest, you did give an excellent performance"

"Eh, I've had experience being a villain before" Flint shrugged before frowning. "Wait, how did you know?"

"I could feel Dr. Fate try to enter my mind at the same time as Luthor" he explained. "And somehow, Fate switched your minds. It was an incredible coincidence really"

"Yeah, that figures" Flint grimaced.

"So tell me, now that you're in Luthor's body, what are you going to do?" he asked curiously.

"Try to survive until I can get switched back" Flint shrugged. "But that all hinges on whether or not you're gonna rat me out to the others"

"I don't think so. After all, most of my associates backed Luthor's takeover immediately, and the rest soon followed. I won't reveal your secret, but I won't help you either. It'll be far too entertaining to see how long you can keep up the charade before they discover you and rip you limb from limb"

Flint just blinked before shrugging. "Well either way, Luthor suffers. Might as well"

Grodd gave a barking laugh before nodding. "I must agree, that is a most delightful way to look at this"

"Now if you'll excuse me, I have to go plan a heist" Flint said before leaving the laughing gorilla behind in the now empty room.


Polaris and Sinestro had managed to gather the others rather quickly, so when Flint arrived in the briefing room, he got to see just how big the Society was. Suffice to say, it appeared sizeable, but still smaller than he imagine.

"Alright Lex, we got everyone like you asked, now hurry up and explain your plan. We're getting antsy" Polaris said with a scowl.

Flint simply put on his best Luthor sneer before standing at the head of the table. "If you would stop acting like some petulant toddler for more than a minute, I might do just that" he answered before taking a moment to focus himself. "My plan is simple. So simple that the League will be likely to overlook it" he began, gathering their attention.

"At exactly ten-o'clock this morning, a train was loaded with over fifty-million dollars' worth of bills from the US Mint. That same train is currently passing through its most perilous leg of the journey to Metropolis; several hundred miles of open land. No civilization, and no heroes, other than a minor guard station five miles from the tracks" he explained, remembering the exact plans from the League escort earlier. "If we are quick enough, we should be able to take most of, if not all the money, on board"

Sinestro looked thoughtful before he spoke up. "Alright, just who do you want there with you?"

"You and Doctor Polaris are obvious candidates. Your powers will aid us getting inside and slowing the train. Atomic Skull will be our added muscle. Tala shall be present if we need a quick escape, or if any of the League's meddlesome sorcerers decide to appear"

"Like that Zatanna woman? Please Lex, I'm far superior to that two-bit hack" the purple-haired woman scoffed before Flint immediately rounded on her.

"She is not some two-bit hack!" he suddenly yelled, catching all the villains off-guard. 'Crap, now how am I gonna cover this up?'

"Don't tell me you're defending one of those heroes Lex" Polaris said with a condescending glare.

"I'm not defending those heroes for a minute" Flint quickly answered, regaining his former composure. "It's just that sort of thinking will get us all captured"

"What do you mean exactly?" Skull asked.

"Think about it. When have we all failed? When have we all given the heroes a chance to get the second wind?" he asked rhetorically. "The minute we gloat, the minute we take the opportunity to assert our own dominance we lose. We cannot afford to underestimate any of them even for a second, or it could be our downfall.

"Look at me, I hate Superman with all my being, but that does not mean I will ever believe him to be inferior in the middle of combat. The second I do, I've given him the chance to overcome any and all attacks I make. That goes for you with Green Lantern" he said accusingly, pointing at Sinestro. "Or any of us with the Flash, or with Zatanna, or with that meddlesome Sandman. We treat them like the threats they are, and then gloat after we've gotten away as millionaires"

Once he finished, he noted the looks of confidence and understanding on their faces; albeit the fact that some were mixed with resentment. "Now if that's all, I expect you to prepare for this operation. The coordinates of the train are on this paper" he said, setting the sheet on the table. "Track its movements, and once it's approaching the empty stretch of prairie through Colorado, we will move out and start this operation. Any questions?" he asked, looking at the lack of any questions from the various villains. "Alright, dismissed"

As the various villains left the room, Tala moved over to his side again. "Well Lex, now that we have some time before our operation, perhaps we could…"

"No" Flint cut her off, pushing her aside. "I'll need this time to finish final preparations, and to come up with some other plan to get that information from Grodd" he said before leaving the room and entering the lab, locking the door behind him.


Once Luthor had gotten loose on the Watchtower, Mister Terrific had immediately put out an alert, telling the heroes to apprehend him at all costs. The ticking clock on this, as Flash pointed out half-jokingly was that they didn't have much time before Zatanna returned. That caused all present o involuntarily shiver.

Luthor was soon discovering, that while Sandman's own powers were simple at first glance, they made up for that in flexibility and versatility. It took him only a few moments to master all of these abilities, and he quickly put this to good use.

He used his glass forms to deflect energy from Doctor Light and Green Lantern. His own myriad of weapons helped to make quick work of Hawk, Dove, Vigilante, and Stargirl, while his invulnerability allowed him to avoid blows from Shazam, Vixen, S.T.R.I.P.E., and Commander Steel with ease.

However, despite the ease with which he could stop the various League members, he was still preferring to make a stealthy approach. As such, when he heard the approach of more figures from around the corner, he quickly ducked into a nearby bathroom to catch his breath and form a new plan.

"I need to get off this tower" he scowled before looking in the mirror, seeing the familiar face of the Sandman. "How does this fool hide his true identity anyway?" he asked before seeing a pair of glasses unconsciously fall from the sand. He looked at them in confusion before shaking his head. "There's no way that would work"

He said skeptically before placing them on. Looking back in the mirror, he noted despite their simplicity, they proved more effective than he anticipated. "I expected nothing… and yet it works"

"Yeah it surprises us too" a new voice announced, Luthor turning to the door to see the recently arrived Shocker. "But now that you've had your fun, it's time for you to go away"

"Please, how can you stop me?" he scoffed. While the Shocker was a new entity to him, he knew about the gauntlets. They fired a focused blast of vibrating air, effectively like miniature shockwaves, that could be aimed. Their intensity varied, but they proved incredibly destructive. Still, he didn't believe they would be any serious harm.

"See that's how I know you're Luthor. He'd never figure this out" Shocker smirked under his mask before twisting a dial on one of the gauntlets. Instantly a wave of vibrating air pulsated out en masse towards Luthor. To Luthor's sudden surprise, the resulting disturbance caused the sandy body to slowly crumble away.

"What? How is this possible?!" he asked in shock.

"Simple. The silicate in the sands can't hold up to the finely tuned vibrations in my vibrosmashers. They disrupt your ability to keep a solid body, effectively making you crumble to dust" Shocker said smugly. "Now we wait for the others to arrive and restrain you"

Luthor scowled before coming up with a solution. Sure, the vibrations reduced his sand to a useless pile of dust, but he still had a human form. Focusing his energy, he turned back to normal before suddenly punching Shocker in the knee, to knock him to the ground, once he was down, Luthor quickly stood before rushing out of the bathroom.

"Aw hell" Shocker muttered before touching his communicator. "T, he's gone again"

"Don't worry, he's not getting off the station" Mister Terrific said. "We've shut down all the teleporters and locked down the Javelin bay"

"Alright, but how are you gonna get Flint back? He's running to the bridge and we still don't have an answer" Shocker sighed.

"Fate's with me right now, and is working on a spell to switch their minds back. If you can lead him back to the bridge without any deviation, we might be able to stop this"

"You'd better hope so" Shocker answered snidely before rushing off after Luthor yet again.


'Gotta admit, the airship? That's a nice touch' Flint thought with a nod as he watched the Society put fuel inside a large airship for their robbery.

In the last hour he had spent with the Society, he found it hard to stay focused on a single task for very long. He was trying to contact the League somehow, but found it impossible with the distractions. First, he learned about Giganta having escaped prison. Unfortunately, it was through a brawl she was having with Rampage. Reluctantly, he had to break the two apart just to stop them from destroying the whole base.

Then there was Tala. That woman was, in a word, relentless. Flint had seen Tala before. The woman had previously been hanging all over Grodd like he was the sexiest man alive (an image he desperately wanted to leave his head), but now it seemed like she was focused on nothing but seducing Lex. He could only discern that her interest laid with the power and not the person.

After spending most of his time trying to avoid some of the more… provocative advances she had made, Flint had to pity Lex. Between Tala and the petty infighting, this Society was turning into a real headache. It was a miracle that it worked so effectively at all.

His train of though was broken by Atomic Skull approaching from behind. "Luthor, we're ready to go" Skull announced.

"Excellent. Is there anything else I should know?" Flint asked, having spent his time as well perfecting the Luthor personality.

"Yeah. Tala's behind you" Skull answered, a hint of amusement in his voice as the sorceress suddenly embraced Flint from behind.

"Tala…" he groaned. "Go onto the ship. We're leaving momentarily and I want you ready for action" he said, removing the woman's arms from around him.

"Anything for you, baby" Tala cooed, kissing him before she immediately rushed off to the airship. Flint's eye twitched at the action before he turned to Atomic Skull. Apparently, he wasn't the only one disturbed by the woman's actions.

"That… was even worse than I expected" Flint said dryly as Skull winced.

"You sure about that?" the other villain asked.

"Yes… I'm quite sure" he nodded before the two approached the airship as well.


Back on the tower, Luthor had arrived to the doors of the bridge, he used his sand once again to sneak inside, hoping to find some other way off of the tower. Unfortunately for him, he just found himself surrounded by the heroes again.

"Take him down!" Mister Terrific ordered, as Flash and Red Tornado both rushed at him. Flash tried to aim a punch, but his fist went right through his sand uselessly. Tornado had more success, as he formed a small cyclone to scatter the sand away all across the room. Luthor, however, reformed just as quickly as he was scattered.

"This is getting us nowhere! He just forms faster than we can keep him down!" Flash said in disdain.

"He is correct. Our attempts to stop him are ineffective at best" Red Tornado confirmed.

"We just need to keep him solid!" Green Lantern said, having arrived again, forming a shield to stop the barrage of mallets and maces that Luthor assaulted him with.

Mister Terrific suddenly looked at the control panel before smirking. "I think I know how. Everyone grab onto something!" he yelled before pressing a button.

A loud beeping sound was suddenly heard before a synthesized voice spoke. "Artificial Gravity has been deactivated"

Luckily for Flash, he grabbed onto a railing just in time, while the others flew safely as they all started to float. For Luthor however, that meant every grain was now moving on its own, slowly starting to break apart.

"No! You think this will stop me?" he taunted before using all of his will to pull the grains back together and return to a solid body. He was now hanging upside down, but he was in one piece.

"No, but this will" Terrific smirked before pressing another button.

"Artificial Gravity has been reactivated" the synthesized voice repeated before the gravity returned at once. Immediately Luthor fell to the ground head-first, quickly rendering himself unconscious.

"Dr. Fate, I think your patient just anesthetized himself" Mister Terrific laughed as Fate bound Luthor with mystical chains to stop him escaping again. Once he finished, Terrific reactivated the teleporters. That quickly proved to be a bad decision as they activated, sending Zatanna directly into their midst.

"It's about time they're online again!" she said seriously. "Flint and I have to get ready for a date in twenty minutes and…" she trailed off, once she saw Flint bound in chains and several heroes standing around him with incriminating looks on their faces. "What… are you doing… to my husband?" she asked slowly, but dangerously.

"Oh no…" Flash whispered in fear.


The villains, meanwhile, had begun their operation in earnest and had successfully taken over the train. Once Polaris opened the doors to let them in, it was a simple matter of knocking out the crew and securing the cars. As they worked, Flint was looking for an opportunity to break off and contact the League. That proved to be a little more difficult until he happened across one of the communication stations aboard the train.

'Perfect! Now I can call for help… and stop the robbery I started' he though before immediately pouring over the station.

"What are you doing?" Polaris asked with a sneer. Flint sighed to himself before turning to look at Doctor Polaris.

"I'm monitoring the communications to make sure they don't call for help" he answered as though it were obvious.

"Shouldn't you be out there, supervising?" Polaris retorted.

"I can do that from here. The better question is why aren't you helping? Your powers will save us precious time. So go!" Flint ordered.

Polaris gave him one last sneer before leaving. Once he was gone, Flint returned to the communicator before putting in the signal for the Watchtower. It took him a few minutes, but he finally found the frequency he needed.

"Hello? Watchtower, respond!" he whispered.

There was a period of silence before he got an answer. "Who is this? How did you get this frequency?"

"Mister Terrific, its Flint. I somehow got trapped inside Lex Luthor's body, and now I'm with the Society and robbing that train that left the US Mint" he answered hurriedly.

"Understood. Luthor was in control of your body as well, but we managed to stop him" he answered. In the background, Flint could hear Zatanna yelling in anger.

"WHAT DO YOU MEAN YOU SWITCHED THEIR BODIES?!" she demanded.

"Glad you stopped him" Flint nodded, smirking a little at how Z was berating them. "Send a team to my position now!"

"Got it. Fire, Ice, Steel, and Wonder Woman are en route. They should be there any-"

Any further answer was halted by the communication station being crushed like a tinfoil ball. Flint grimaced before turning to see Tala and Doctor Polaris staring at him. Polaris seemed amused while Tala was furious.

"Told you he was up to something" the ferrokinetic said with a smirk.

"Any last words imposter?" Tala asked, her voice venomous and clearly enraged.

Suddenly, the door to the train was ripped off as Wonder Woman and the other Leaguers in her team leapt inside. The villains were caught by surprise as Flint smirked himself.

"Just that when Luthor gets back, he'll be pissed you failed" he laughed before punching Polaris across the face. He tried to do the same to Tala but he was suddenly caught by Sinestro's ring as he had his own scowl.

"Leave the money. The League is right behind us, and we have to go!" he ordered as Tala created a portal for them to escape. The villain immediately stepped through, Flint in tow, before the portal closed behind them.


"We have to hurry! They figured out It isn't Luthor!" Mister Terrific said seriously as Dr. Fate nodded.

"Understood. But I need more time to prepare the spell!" the sorcerer said.

"Need more time… give me that!" Zatanna yelled before taking the Helmet of Fate from his head. Fate was turned back to Kent Nelson, before Z put the helmet on herself. A rush of new power suddenly surrounded her before she cast an incantation. "HCTIWS TNILF DNA ROHTUL KCAB OT LAMRON!"

There was a massive burst of magical energy that surrounded Flint before it subsided. Zatanna then removed the helmet before giving it back to Fate.

"Oh god my head hurts" Flint groaned before looking up at the other heroes. "Oh thank god, you got me back to normal"

"Is that really Flint though?" Flash asked.

"Yes it's me you idiot" Flint scowled.

"How can we be sure?" Z asked, her eyes narrow and deadly.

Flint had a good amount of survival instincts in him. Chief among him was not to crack a joke at Zatanna's expense, especially not at a time like this. Against his better judgment, he did this anyway.

"Well, for starters, you have a birthmark shaped like a heart right above your-" he started before Z suddenly placed her hand over his mouth to keep him quiet.

"It's him" she said, her face swiftly becoming a dark crimson as Flash and the others broke into a myriad of chuckles.

"Well, not that we have you back Flint, can you at least tell us where their base is?" Mister Terrific asked as Flint shook his head.

"Nah, sorry. All I know is that it's in a swamp. I didn't get the chance to find any specific coordinates at all" he apologized.

"Well that can't be helped" Lantern sighed. "I'm glad you're back though Flint. You pack a wallop when you want to"

"Heh, you think that's bad? I can't imagine what Luthor is suffering right now" he grinned before Z grabbed his hand. "Think on that later. For now, we have a date to get to" she said before dragging him off.


Luthor grunted in pain as Doctor Polaris punched him in the gut repeatedly. Once the Society had arrived back at base, they immediately shackled him to a chair before attempting to interrogate him, still believing he was an imposter. "I'm telling you, it is me!" Lex said through the pain.

"I bet it's the Martian" Polaris reasoned.

"I say we torture him until he returns to his true form" Sinestro suggested.

"I AM Lex Luthor!" Lex cut in. "Dr. Fate switched my mind, but I'm back now"

"It may be true…" Tala reasoned.

"That doesn't matter"" Polaris cut her off. "I'm running things from now on"

"You?" Luthor laughed. "Oh don't kid yourself, you'd have everyone here arrested or dead within a month!"

"Whether you're just the lookalike or the real thing, I'd hate to be you right now" he snarled before summoning large chunks of metal from the walls and forming into spears. Then, he used his powers to make them surround Luthor. However, before they could impale the billionaire, he pressed a button on his belt. Suddenly, the spears turned around and were now surrounding Polaris.

Luthor scowled before breaking the shackles and standing up. "That's how you know I'm Luthor. When I augmented your powers, I also made sure that I could override your abilities. Would anyone else care to try me?" he asked. Most of the villains present had been in some way been powered up by Luthor, and as such, they all took involuntary steps back in fear.

Luthor nodded smugly at that before leaving. However, Tala still insisted on following him.

"Lex, is that really you?" she asked hopefully, cupping his face gently.

He looked at her for a moment, an extending quiet between them before he suddenly grasped her wrists and flung her away with a disgusted sneer.

"Off course it's me you twit!" he yelled before returning to his lab. It was time to return to his preferred work; Brainiac.


And we're done!

God I loved writing this chapter so much. So many great moments...

Lots of Easter Eggs, lots of callbacks, and one very stealthy future Easter Egg for the sequel. See if you guys can figure that out. If anyone does, I'll be very impressed.

But now, the finale can begin in earnest. Next time, we tune in to the Legion of Doom once again... for they are going on a trip... TO SPAAAAAAACE!

And we shall see if Brainiac will finally return to the land of the living... or will something else return instead?

As always, be sure to read and review.

Ciao for now!

~WafflesTheApprentice