Disclaimer: All rights go to the respective owners of DC Comics and Nickelodeon/Butch Hartman. The author of this story owns nothing. This story is for fun, not money or profit of any kind.

Chapter 7: WAR: Part III

The world had slowly gone from black to glowing white once more. For a brief moment, Danny Phantom had forgotten where he was, only to jolt awake. His eyes shot open, And he looked around to find himself inside a strange pod-like structure. The metal it was constructed from was definitely alien. It had an orange tinge to it, and the texture felt odd.

"Scans indicate that the unknown energy flows throughout the subject," said Brainiac's voice resonated through the chamber. "Subject does not possess blood as the human race has; despite that, subject's DNA is distinctly human. None the less, DNA scans indicate that an unknown form of DNA also co-exists alongside it. Further testing is required."

Not wanting to see what else Brainiac had in mind, Danny focused all of his energy inward, before unleashing it outwards in an radiating aura shockwave. The pod he was in shattered into pieces, and Phantom landed on his feet a few feet below. Sighing in relief, Danny surveyed his surroundings. He was in a large room, filled with similar pods, but all the others were empty.

'Well,' he thought to himself. 'This place is just creepy!'

Without warning, an unbearable pain bore it's way through Danny's head. Clutching the sides of his head, Danny dropped to his knees, gasping in pain. It was so sudden and intense that he lost his lunch and puked on the floor. It felt like someone was trying to force their way into his mind! After Danny's first encounter with Freakshow, he had trained and honed his mind to resist future attempts to control his mind.

But he didn't feel like someone wanted to control him. Through the haze of pain, he heard a deep voice; one that sounded as if in similar distress. "Please... Help me... Please free me! I can help!" It was the same voice he had heard when he had been captured! And just like that, the voice and the pain vanished; as if it was never there.

Shaking his head to clear it, Danny stood up. He clenched his fists. So. Brainiac had captured someone else. Danny already knew that Wonder Woman had been captured, as well. He knew he had to find them both, and with that in mind, he blasted the metal door to the chamber away with a powerful ghost ray. The time for stealth and being careful was over. Alarms suddenly blared, and Brainiac's voice once again came from everywhere. "All units. Subject is attempting to escape. Use whatever force is needed to subdue the prisoner."

Smirking, Phantom flew through the corridors, destroying any forces he came across, and staying intangible and invisible when there was a chance he might be overwhelmed. He occasionally got the sense in the back of his mind about which direction to go to to reach the source of the unknown voice. He suspected the being was likely trying to guide him.

After flying through a maze of alien corridors, Danny came to a small, dark chamber. In the center of the room, a figure was suspended from some kind of force field. Using his ecto-energy, Phantom lit the room in his supernatural glow. Danny was taken aback for a moment. The figure suspended in front of him was green! It had a humanoid shape, but with no nose, and it's arms and legs were longer and slimmer than any human. It's head was covered in some sort of device. The being looked up at Danny with saddened, pained orange eyes.

Taking pity on the green being, Danny blasted the device off it's head, and destroyed the force field shackles holding it in the air. Catching the figure as it fell limply to the ground, Danny helped it to it's feet. "Um... Are you okay?" Danny asked, concerned.

The figure looked at him. "Yes, thank you," it replied mentally. Danny took a step back, cautious. He didn't like anyone in his mind.

"Forgive me," the being spoke. "In my pain inflicted at the hands of Brainiac, I forgot that humans dislike telepathy. My name is J'onn J'onzz. I am a Martian." He then transformed his shape into a more human shape, but was still green. He gained a dark purple cape with a high collar and red trim, matching tights and cuffed boots. Across his green chest were two red straps, forming an 'X'. "Again, I apologize. But it was necessary to send you telepathic messages so that you would rescue me. It was also me who summoned the other heroes to Metropolis, so that together we could stop Brainiac."

"Wait, that was you?" Danny asked.

J'onn nodded. "Yes," he said. "Although, I did not summon you or Superman. The two of your were already in Metropolis."

Phantom stared at the Martian for a moment, before deciding that he was telling the truth. "Wait," he said."Why was Brainiac holding you prisoner?"

"I was attempting to stop Brainiac before he arrived, but I was quickly over-whelmed," J'onn explained in his deep monotone voice. "At first, I thought there was only the single mother-ship. Only then, did I realize it was a full invasion force. I have lived on Earth for some time, and I have no desire to see it destroyed. But Brainiac has clearly dealt with telepathic beings before. That is why my messages were so clouded and painful. Because I am one of the last of my people, he seems to have wanted me for my knowledge."

Danny was surprised and saddened to hear J'onn's statement about being one of the last of his people. He considered asking what happened, but pushed those questions aside. "Alright, J'onn," he said. "Now we need to save Wonder Woman! She got teleported up here, too."

The Martian calmly looked around, his eyes glowing a brighter orange. "I sense her," he said. "She is being held nearby. We must be in Brainiac's prison hold. This way." He flew towards the ceiling, and to Phantom's surprise, he phased through! Just like a ghost!

Danny quickly caught up to his green ally. "Hey, how are you able to do that?" Danny asked. "You're not a ghost, but I've never met anyone who can phase through walls!"

As they flew through another wall, avoiding another Brainiac patrol, J'onn explained simply, "Density shifting is a common Martian trait." Before Danny could answer, they entered another room, similar to the one where Danny first woke up. They found Diana struggling against several large electrified energy bonds, which were tied around her limbs and waist. Despite her impressive strength, her bonds were designed to become stronger the more you struggled. Phantom was thankful that Brainiac had once again underestimated him when he woke up, and was more interested in learning about Danny's energy than Danny himself.

"Wonder Woman," Danny called. "We'll get you out! Hang on!" As Danny approached her, the doors opened, and in came two squads of Brainiac drones.

"Free her! I will hold them off," J'onn shouted as he confronted the squads. Danny nodded, and began to pull on the energy tethers, but no dice. He realized he would have to use his brain to get her out. He glanced over at J'onn, who was holding his own, transforming into a large creature and tearing the drones apart! Evidently, Martians were shape-shifters, too.

"Who is that?" Diana asked impatiently as Phantom ripped open the device on the floor that the energy tethers were hooked up to. He considered turning Wonder Woman intangible, but he decided against it, not knowing what effect the energy bonds might have.

"His name is J'onn," Danny explained as he stared at the alien technology. "He's on our side." Taking one more look at the alien tech, Phantom decided to simply phase his hand inside and rip out a handful of wiring. At first nothing happened, but then the electrified bonds shorted out, and Diana tore the offending tethers off.

Wasting no time, she pulled out her magic lasso, and wrapped several drones together before slamming them into a wall. Danny threw a huge ball of ecto-energy, vaporizing a Subjugator. "We are about to be outnumbered," J'onn announced. "We must leave, follow me." He flew towards the ceiling; phasing through.

Danny grabbed Wonder Woman by the shoulders, and turned the two of them intangible, following the Martian. As they flew through the ship, Danny said, "We can't leave yet! We have to stop Brainiac!"

The trio landed in an empty chamber. "Yes," Wonder Woman agreed, bringing out her sword. "We can't retreat! We are too close to stopping this menace to run!"

"I wasn't implying a retreat," J'onn said. "But we cannot stop Brainiac without the others help. We must find where his shield generator is located."

Danny rubbed his chin as he pondered the problem. 'If I was an evil alien robot, where would I keep the controls to my ship's defenses?' he thought. 'I would keep it close by, where I could keep an eye on it... Then again, he is connected to every part of the ship, so...'

"All units," came Brainiac's voice; ringing throughout the ship. "The prisoners have escaped. Do not let them near the Prime Weapon Control Room, and cover all exits. They will be attempting to sabotage the ship or escape. This cannot be allowed."

The trio glanced at one another. "Well," Danny said. "I say we try to find this 'Prime Weapon Control Room'."

After what seemed like forever, Phantom, Wonder Woman and J'onn had made their way throughout the massive ship. J'onn had concluded that the Control Room was likely near the top of the ship, and therefore would be the most heavily guarded area of the ship. They had battled through what seemed like dozens upon dozens of troops. The closer to the Control Room they got, the more deadly the enemies became.

Phasing through the door, they found it eerily empty. Not at all what Phantom had expected. "Okay... This is just creepy," Danny said. "I guess Brainiac just gave up! Did he abandon ship?"

Wonder Woman huffed. "A coward," she spat. "He invades our world, only to run."

J'onn frowned. "We are not alone," he said. Suddenly, a figure was lowered from the ceiling. He had faded green skin, and wore unusual black and purple armor. On his head was an upside down triangle of three purple glowing dots. They had come face to face with Brainiac.

"Impressive," Brainiac droned. "I had made an error in underestimating your resiliency. The three of you will make excellent test subjects."

"In your dreams," Danny shouted. "You can't stand up to all three of us at once!"

Brainiac regarded Phantom for a moment. "Foolish human," he droned. "The three of you have doomed yourselves by confronting me." Several compartments along the walls opened, and out stepped several more Brainiacs! They stepped up beside the original. Phantom and Wonder Woman fell into fighting stances. "As you can see," Brainiac said. "I am never alone."

The sound of rending metal echoed through the room. Everyone turned to see J'onn with his fist phased through a large console. Withdrawing his fist, he turned towards the group. "Neither are we," he said.

Brainiac registered surprise for a moment, as his voice echoed throughout the ship. "Outer deflector shield has been deactivated. Repairs initiated."

"Outer deflector shield has been deactivated," Brainiac's voice droned over the city below. Superman and Batman nodded to one another. Somehow, Phantom and Wonder Woman had done it. Batman pulled out a device on his belt, intending to call down his Batwing, which was on auto-pilot giving air support to the heroes. Superman shook his head, and grabbed Batman's shoulder. "There's no time," he said. Before Batman could respond, Superman rocketed into the air towards the ship.

"Now what do we do?" Flash asked. The heroes had been regrouping when Brainiac's voice had rung out. Flash wasn't used to fighting alien robots, much less with a team of other heroes. Thus far, the only non-human threat he had faced was Grodd, an ape with telepathic powers. He was a little out of his depth.

"Now we hold the line until they get back," Power Girl said, popping her knuckles.

Green Lantern took the cue, and floated above the others. "Alright, team," he said, raising his arm in the air. "We got this!" With that, the heroes returned to the battle.

Flash ran beside Green Lantern as he flew towards an Overseer. "'We got this'? That's your big battle cry?" Flash asked skeptically.

Lantern scowled at Flash. "Just stick to the fighting, smart-ass," he huffed. Flash merely grinned.

Returning his attention to his opponents, Brainiac glared. "You have sealed your fates. You will not leave this ship." Suddenly, a wall imploded! A blue and red streak flew through the smoke, and grabbed the real Brainiac by the neck.

"Think again, Brainiac," Superman said. "You can't take out all of us. And we aren't going anywhere until we shut this ship down. Permanently!"

Before Brainiac could respond, Superman threw him hard against the other wall. Meanwhile, Batman ran threw the hole created by Superman. He threw several explosive batarangs at the other Brainiac copies, knocking them back. Wasting no time, Phantom, Wonder Woman, and J'onn flew into action, as well. The remaining doors surrounding the room opened, and more Brainiac copies entered the room.

"Why do you resist me? You are an ordinary human," said the Brainiac copy to Batman as he attempted to blast him with the laser on it's forehead. Batman deftly dodged the beam. Using his grapnel, he launched himself at the copy, his boot connecting squarely with it's head.

"I'm anything but ordinary," Batman said.

Phantom tackled another copy to the ground, phasing it inside the flooring. "Hey, Batman," he said. "How did you get up here? I didn't hear your plane, and it's way too high for you to grapple up here." Batman glanced at Phantom, not saying anything. Suddenly, a thought dawned on Phantom. "Superman carried you up here, didn't he?"

Batman's scowl deepened as he glared at glared at Danny. "Not another word," he growled. He then went back to fighting with another Brainiac copy. Snickering, Phantom shot a ghost ray at a new copy of his own.

Superman was trading blows with the real Brainiac. "Your persistence is admirable, Kal-El," Brainiac commented. "It rivals my own. But unlike you, I possess no weakness." From his wrist came a glowing green rock. Kryptonite! Superman immediately groaned, and wobbled on his feet. From Brainiac's other wrist came an stick that extended into a spear. Fixing the chunk of kryptonite to the blade, Brainiac stood over his enemy.

"Now you see, Kal-El," Brainiac said. "Your resistance was for nothing."

As he raised his blade to finish off his opponent, Batman tackled Brainiac to the ground, causing the alien menace to drop his weapon. Quickly over-powering the Dark Knight, Brainiac hauled Batman to his feet and threw him hard against a wall. Searching for his kryptonite weapon, he saw Wonder Woman holding the spear. As he lunged at her, she hurled the weapon out of the hole that Superman had created earlier, causing the weapon to plunge towards the city below. With the Kryptonite's effects out of range, Superman stood up and blasted Brainiac with his heat vision.

While Brainiac was down, Batman recovered, and attached a device to Brainiac's head, infecting him with the computer virus he had developed. Brainiac looked startled for a moment, and his copies collapsed, their tech shorting out and frying. The heroes looked around, proud of their work. "Nice job, Batman," Superman said. Batman didn't reply and glared at Brainiac, as the villain lay at their feet, not responding.

"So, what now?" asked Danny.

"Now, you perish," Brainiac said, startling everyone as he shakily rose to his feet. He unleashed a powerful electrified shockwave, blowing everyone back. "A cunning plan, Batman," the villain droned. "Your virus was well designed. But you forget that I am far more advanced than any of your human technology."

J'onn and Wonder Woman charged Brainiac, who merely blasted them away with his forehead laser. Wonder Woman's gauntlets absorbed most of the impact, but she and J'onn were still thrown back, stunned. Superman used his heat vision, while Phantom used his ghost ray, in hopes of vaporizing the alien robot. Brainiac stumbled back at the assault, but did not go down. Batman tried throwing several batarangs; both explosive and other-wise; but Brainiac didn't even look phased. He shot an energy net at the Dark Knight, electrifying him, and holding him in place.

Returning his attention to Phantom and Superman, his eyes glowed, and the lighting in the room took on an eerie red color. Superman blinked, and shook his head. 'Red sun lamps?' the Man of Steel thought to himself. Kryptonians had a natural weakness to red sunlight, which sapped them of their powers. While yellow sunlight, like that of Earth's yellow sun, empowered beings like Superman, Power Girl, and General Zod, red sunlight weakened them, just as Krypton's red sun had on their home world.

Danny Phantom, however, had no such weakness. Unfortunately, he was now facing Brainiac alone. Superman had none of his powers, or his strength, leaving Danny the last opponent for Brainiac. The other heroes; Flash, Hawkgirl, Power Girl, and Green Lantern; were still below and fending off Brainiac's ground forces, and would be of no help. The one bright spot was that Brainiac had never faced Phantom before, and only had what he had observed and scanned of the young ghost to go off of.

"Phantom," Brainiac said. "You are aptly named. Your energy and physiology still intrigue me. You have no heartbeat and you only breathe when you communicate verbally with others. You are unaffected by gravity, and move phase through matter as if it were not there. You can create concussive blasts of the same energy that you exude; yet it leaves no visible residue and dissipates before any data can be collected. You are a scientific anomaly. You should not exist; yet you stand before me."

"Trust me, dude," Phantom said, his fists and eyes glowing bright green. "I'm the most real guy you'll ever meet." He then had an idea that may work. Or, it would fail miserably; whichever came first. Taking a deep breath, he lunged towards Brainiac, who braced himself; his robotic face devoid of emotion, as always.

"Danny, no!" called Superman. He watched helplessly as Danny Phantom fly towards Brainiac. 'Damn, these red sun lamps!' the Man of Steel cursed, silently.

He watched in shock as Phantom flew inside of Brainiac's head! Shaking his head, he remembered Phantom had possessed a Brainiac drone before he was captured. He watched Brainiac, as his enemy's face became even more blank and lifeless. He also noticed that Brainiac's eyes had turned from orange to the same green color as Phantom's. Superman looked over to see Wonder Woman and J'onn slowly stand up, both holding their heads after being blasted by Brainiac. He also noticed the energy net holding Batman down had fallen limp, and Batman quickly cut himself free.

"Where is Phantom?" J'onn asked.

Superman pointed at Brainiac. "He's possessing Brainiac, I think," he replied. Batman narrowed his eyes.

Wonder Woman picked up her blade. "We should eliminate Brainiac now, while he is distracted," she said.

Batman held his arm up, blocking her. "Wait," he said. "We have no idea what might happen to Phantom if we destroy Brainiac."

"It wouldn't stop Brainiac, anyway," Superman said. "Even if we destroy his current body, he's still connected to his forces. Who's to say he wouldn't transfer his consciousness to another body? There are too many risks involved. We need to just wait, and trust Phantom knows what he's doing." They all turned their attention back to Brainiac, who was staring blankly at nothing in particular.

"Attention, all Brainiac forces," he said. But his voice was... different. It was Brainiac's voice, but it seemed to be blended with that of Danny's. "Cease all hostilities, and return to your designated ships. Release all captives and all collected materials. All Harvester Ships are to set course for new coordinates. Destination: Earth's sun."

The gathered heroes all looked at each other in shock. "I'll be damned," Superman said. "He actually took over Brainiac."

"He has impressive skills," J'onn commented.

Brainiac then lurched forward, clutching his head and groaning. Everyone was surprised to see Phanom come flying out of Brainiac's head. He landed hard on the metal floor, and groaned. Superman helped him to his feet. "Oh, man," Danny groaned. "That was painful... Remind me to never over-shadow an evil alien robot again!" They returned their attention to Brainiac. The menace held his own head, and before he could do anything more, Batman threw something off his belt at Brainiac. The device attached itself to Brainiac's chest.

Looking down, Brainiac attempted to remove the device, before starting to shake, violently. "What have you- Systems report- Malfunctions- All forces- Destination: Earth's Sun- No! I am- Systems report-," Brainiac began shouting nonsense.

"That should take care of Brainiac for a while," Batman said.

Superman looked over at the Dark Knight. "I thought your computer virus didn't affect him?" he asked.

"The first one was a Trojan Horse, so to speak," Batman explained. "It opened the door to Brainiac's systems, so my second device could deliver the real virus." Suddenly, the ship shuddered violently.

"The ship is moving towards the upper atmosphere," J'onn shouted. "We must leave, now." Everyone ran towards the hole in the wall created by Superman. As they jumped out, Superman was once again exposed to the Sun's yellow sunlight, regaining his strength.

As they fell through the air towards the ground, Danny remembered that Batman can't fly, and moved over to him in mid-air. "Don't even think about it," Batman warned him. "I may not be able to fly, but I can get down on my own." He pressed a button on his belt, and the Batwing flew up underneath them. Batman had set it on auto-pilot during the battle; providing air support to the heroes below. The cockpit opened, and Batman landed inside with such skill, one would think he does that sort of thing on a daily basis.

As the group headed toward the ground, they noticed that all that remained of Brainiac's forces were the destroyed pieces of his drones. They noticed the other heroes gathered below. They looked a little worse for ware, but were still in one piece. Danny remembered his family, and now that the battle was seemingly over, he was anxious to get back to them. Then again, he did reveal his secret identity to them, and he doubtlessly had a lot of explaining to do.

"So," Power Girl said as the group landed, and Batman got out of his jet. "I see you guys managed to stop Brainiac."

Superman nodded at his cousin. "Thanks to Phantom and Batman," he said.

Danny grinned, while Batman gave nothing away. "Ah, it was nothing," Danny shrugged, rubbing his neck.

"Don't sell yourself short, Danny," Superman said. "It was thanks to your possessing Brainiac and giving his forces the order to retreat that gave Batman the opening he needed to plant his computer virus. Nice work."

Green Lantern huffed at the praise. "Sure, give the two spooks the praise," he said, crossing his arms. "Just forget us poor slobs that had to hold the line down here."

Power Girl and Hawkgirl both scowled at Lantern's comment. "Who are you calling a 'slob'?" Hawkgirl snarled, gripping her mace.

Lantern stammered at the threat, holding up his hands. Flash smirked. "Don't forget, Hal," he said. "You wanted to stay down here. Uh, by the way, who's the green guy?"

"My name is J'onn J'onnz," the Martian introduced himself. "I'm a Martian." As J'onn explained to the others his story of being captured by Brainiac , Phantom took the chance to maybe slip away and find his family. As he turned to slip away, he noticed a large group of people coming out from a hotel nearby.

"Uh, guys," he said, drawing the others attention. "We might want to leave before they blame us, or something." While he couldn't speak for Superman or Flash, people in his hometown of Amity Park tended to blame destruction on him.

Before anyone could respond, the crowd began to cheer and applaud the group of heroes. Many also pulled out their phones and began taking pictures. "Huh, well this is new," Danny said.

Flash put his hand on Danny's shoulder. "What's your rush?" the Scarlet Speedster asked, as he grinned and waved at the crowd. Danny grinned, as well, and waved shyly to the people gathered before them.

Nearby, Batman scowled. He didn't care for crowds of people, and he certainly didn't need or want thanks. He put his finger to his ear. Over his communicator, Alfred confirmed that Brainiac's ships had left around the world. The skies over Gotham were clear, and NASA and the governments of the world were monitoring the fleet carefully as the ships made their way to the Sun. Turning to Superman, he said, "I trust you can handle the clean up without my supervision. I have work to do in Gotham."

Superman chuckled, softly. "Of course," he said. "Thanks for your help."

Batman nodded, and aimed his grappler at the sky. Soon, the Batwing flew over head, and Batman was headed for home.

As Danny's glowing green eyes cast out over the growing crowd, he noticed his family nearby, pushing their way through the crowd. He grinned widely as they looked proudly at him. Maybe things were going to be alright, after all! He glanced over at the other heroes. J'onn and Hawkgirl looked wholly uncomfortable. Green Lantern was flirting with a couple of women. Flash and Superman were speaking with Lois Lane. Power Girl and Wonder Woman were talking nearby, as well. Floating past Hawkgirl, he whispered something to her. After she nodded, he vanished.

Several minutes later, Danny Fenton made his way through the crowd to his family, startling them. They exchanged hugs, and made their way back to where the Fenton Family Assault Vehicle was parked. The family of ghost hunters were more then ready to get back home to Amity Park! Plus, Jack and Maddie had a lot of questions for Danny. Oh, yeah. It was going to be one long drive back...

Meanwhile, the other heroes had managed to get away from the crowd, and were gathered on a nearby roof. "Hey, where did Phantom go?" Green Lantern asked.

Hawkgirl shrugged. "I don't know," she said. "He left shortly after Batman did. Said he had a hot date, or something."

Lantern rolled his eyes. "Yeah, right," he said. "Who'd want to go out with that guy?"

It was Superman's turn to roll his eyes. "So," he said. "Who wants to help cleaning up the city?"

The other heroes glanced at one another. "Not it," Flash said quickly, bolting away for Central City in the blink of an eye.

"Uh, I'd love to, Kal," Power Girl said. "But I really need to get back to New York. No telling what kind of trouble Atlee has gotten herself into."

Waving farewell to her cousin, she flew off toward home. "I will gladly help," Wonder Woman said firmly. Superman nodded his thanks.

Hawkgirl shrugged. "I need to get in touch with Hawkman, and see if he's okay," she said. Soon, she had left, too.

"Jerks," Lantern muttered. In truth, he had only stayed because he wanted to show off for Wonder Woman. "Stand back, guys. Green Lantern's got this." Shortly, several dozen light-construct bulldozers were busy plowing through the streets, cleaning up the shattered Brainiac pieces. "See that, beautiful? I don't even have to be looking at my constructs for them to work!"

Across the city, Lex Luthor bent down in the rubble of his newest Lex-Corp building. It had cost him a great deal of money to build it, and now it would cost him even more to repair it. All because of Superman! But, at the moment, he was less concerned with money than he was with what he had found. Call it luck, call it a coincidence, call it fate, but Brainiac's kryptonite-infused spear had landed in the rubble, still intact. Grinning, he slowly picked up the alien weapon. "Finally," he said softly.