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Legal disclaimer: I tend to liberally "borrow" DC adapted character profiles and art from the Earth-27 wikia created by Roy Westerman with principle art coming from digital artist Phil Cho. Other creators and artists are found there as well and I will specifically list any original creations with creator citations as I utilize them. In short, this is the single most comprehensive retelling of all things DC and beyond I have encountered. It's worth your time to explore.

That having been said, the properties, and their variations belong to DC Comics through WarnerMedia and its former parent, AT&T, and now the Discovery empire with notable exceptions. More on that in the footnote. I do not own DC characters or their interpretations and re-imaginings. My own characters are implied Public Domain since I have not included a copyright notice as required by the 1974 revisions of the copyright statutes and regulations. While an intellectual copyright is implied without the due symbols and language, all such considerations are generally voided under CC-BY-SA, which governs this site, unless duly noted otherwise.

Open Source attributions are listed after the story concluded to satisfy legalese requirements. And all "super" characters other than Open Source have been seen in comic books before barring any original characters coming from the Earth-27 Wiki or myself. You can look into Public Domain Superheroes Wiki and the DC Database Wiki's own vaults to verify this.

Although this is primarily set in the DCAU, I incorporate attributes of dozens of interpretations of each character, comic telling era, and medium into the telling.


GCPD Commissioner Gordon had had a bad three days. First, Jason Todd aka the Arkham Knight had called to warn her that Andrea Beaumont aka the Phantasm was in town to conduct some "business". Andrea herself had previously contacted Barbara and informed her she was in town for "personal" matters. By the time Charise Carnes aka Knightfall got around to calling demanding that Gordon pre-emptively arrest the Phantasm, who was rumored to be in town, Barbara had simply had enough and told Charise off in no uncertain terms.

Now Mayor Marian Grange had just bawled her out for the last twenty minutes explaining to her that until someone committed or attempted to commit a specific crime she couldn't willy nilly arrest someone for minding their own business. And thanks to Knightfall's licensing initiative, Gordon could arrest anyone these days anyway. Besides which, the Phantasm was duly authorized covert operative for Homeland Security. Which meant the feds would come crashing down on her if she picked Beaumont up without damned good reason.

Of course, the killing spree the Phantasm was undoubtedly about to embark on would be a good start and Knightfall wouldn't object because her agreement with the Mayor and City Aldermen and women hardly allowed her to license violent crime. Murder was still a capital crime in Gotham City despite Empress Penguin's sanctioned hits on Knightfall's behalf to mete out violent "justice" upon those that spurned her licenses. Andie had been in town for at least three days and the body count hadn't started racking up yet. Although Sec. Bones of the Department of Homeland Security wasn't very forthcoming. Or, in other words, his invisible lips were sealed.

Bones had learned long ago not keep tabs on Phantasm. He didn't want to know what or how she did what she did as long as she produced on his department's behalf. Andie had been playing by Gotham's rather distorted rules until the ground shook and a shockwave cracked most of the GCPD's windows. In the distance, Barbara could see the historic and venerable Wayne Tower coming down. Part of Barbara grieved on her ex-husband's behalf. His ancestor had erected the tower a century ago even if the Court of Owls had subverted its purpose.

But another part of her panicked as she considered that this could drive Batman out of retirement. As units scrambled, no first responders reported any sightings of the Batman or his new Batmobile. But if he engaged the stealth mode she wasn't supposed know about, they'd never know anyway. Bruce, or as he preferred, Batman tended to ignore the fact she designed and programmed the Bat Computer that he spent his days in front obsessing over crimes he would no longer intervene in. Which meant she opened back doors as fast, and even faster, than he could discover them and shut them down.

Typically, she found new ways to reopen them just to annoy him while she covertly operated within the undisturbed and undiscovered bowels of the software and firmware. He knew she monitored him and she knew he monitored the GCPD with scathing eyes. She could feel his resentment even from here over Knightfall's permeating Gotham's law enforcement community.

But Knightfall's message was based on fact. Violent crime was down because Empress Penguin's enforcers dealt with infractions in ways no court would ever condone. "Soft" crime was up but increasingly civil as it occurred. Even the citizenry was getting resigned to the daily robberies. It was like paying protection money to a revolving door of different faces. Intergang's drug and flesh peddlers paid their dues and even income taxes.

Knightfall even codified the transactions making underage prostitution "illegal" in her eyes, running both ways in the transaction. Even illicit drug users were carded. Despite Barbara's best efforts, as life returned to a new normal after the Near Apocalypse of 2009, people were generally beginning accept the new reality as unending. It seemed only Barbara, Lt. Renee Montoya, Lt. Harvey Bullock, and the District Attorney railed against Knightfall's usurpation of the law.

Bullock ran Major Crimes and Montoya was charged with the Special Response Unit. A Gothamite adaptation of Metropolis' Special Crimes Unit under Capt. Mara Taggard. A supporter of adopting Knightfall's licensing initiative. NYPD Police Commissioner Maggie Sawyer was also pushing hard on the NYC Mayor and the Council to adopt it as well. Public hearings were now underway in both cities. The final procedural step before things became official.

Knightfall, thanks to a prodigious campaign effort by Jaina Hudson and the White Rabbit, was additionally exporting the idea nationwide and even approaching foreign interests. Jaina sold the idea to officialdom and the White Rabbit sold it to the criminal elements. Neither had been back in Gotham for a number of months now.

Not that they could truly travel independently of one another, Gordon mused. Other, darker forces were beginning to play out in Gotham. Sightings of a new Darkwing and the return of Eliot Cauldwell as the Wrath looking to seek vengeance to wreak upon Batman were increasing in frequency. Both often times confusing officers that initially supposed one or the other was the Batman at long last. Darkwing and the Wrath had even exchanged violence upon encountering one another rather than their identical target.

Barbara was at impasse. Batman seemed committed to disappearing. Yet she knew Bruce had to be seething over these developments. Suddenly, the Phantasm had arrived as well. This just thickened the overflowing stew of brewing disaster. Through it all, incidents and accidents had been self contained. But Wayne Tower was the first casualty and an escalation Barbara was certain would only intensify as Knightfall lost patience with everyone. At least Jason was keeping the Outlaws out of it. The last thing Commissioner Gordon needed was the Arkham Knight and his squad of faux mercenaries and actual killer-vigilantes prowling the streets.

Two other radical variables also rattled the streets as these events unfolded. Punchline and her Jokerz Gang still blatantly disregarded all of Knightfall's efforts, through the Penguins Gang, to rein her in. Finally, Marian Drews, the Hellequin, was happily fueling the disaster's fires in her attempt to avenge herself upon Knightfall and Regina Swann for their killing Christina Bell, the Neo Joker, and Hellequin's first lover since the Joker. Not that informal contact with Harley Quinn could confirm that Marian had ever actually dated the Joker

No one concerned knew that a Multiverse had existed prior to the singular New Universe. Hellequin possessed, like Arkham Knight, that special brand of insanity that allowed her to retain her Earth-2 memories of fighting the Justice Lords. And of killing her lover because the Joker had gone sane and become the Justice Lords' trustee at Arkham. Harleen Quinzel and her wife, Pamela Isley specifically lacked that same knowledge. Harley and Poison Ivy were raising Harley's daughter together on the Jersey Shore. An offspring born from a dalliance from a local police officer they laughingly referred to as "Officer Sperm".

Ivy and Harley finally settling down and starting an unexpected family. In exchange for the occasional consultation, Barbara maintained Harley's fiction of dying in the drop outside the old Arkham Asylum into the shallow river hundreds of feet below. Barbara felt responsible since it was she, as Batgirl, that had accidently lost her grip on Harley's sleeve. Harley's very survival being discounted by Batman until she reappeared in the Suicide Squad seeking out Ivy. It was Ivy that separated Harley from Task Force X under duress. They'd fashioned a life outside of the public eye and Barbara wasn't going to be the one to provoke them into returning to a criminal life.

Marian on the other hand skirted both sides of the law with impunity. Bookies made a living off of Hellequin guessing her next targets and who would be the one to take her down, either permanently or to spend years beyond her natural lifespan locked away in the new, vastly improved, Arkham Asylum. Right now, the longest odds were stacked against the GCPD with Knightfall and Empress Penguin being the safest bets. A thought that angered Barbara the way the deaths of Thomas and Martha Wayne had angered Bruce. Her family, except for her demented brother, had dedicated their lives to the strictures and structures of law and order. Barbara would be damned before that tradition was ended and wasted in Gotham's new reality. She'd invested heavily on bets on the GCPD. She felt deep within in her bones it was an investment rather than a wager. Now she just had to create her own payout.


Andrea's father, when she and he went on the run from the Velescra Family, had their residence maintained in their absence as they travelled abroad to escape the mob's wrath. Andie had returned ten years later to avenge her father's death under the guise of the Phantasm. To this day, she couldn't reconcile why she'd ultimately spared the Joker. The man personally responsible for killer her father and her child.

She'd settled up with everyone who ordered the hit but after learning her abandoned fiancé had become the Batman, she just lost heart at what she'd become. So she became the blueprint the Outlaws were based on. She became a contract killer but only targeted criminals. That was before Waller found her and gave her a singular choice: serve or die. So the Phantasm became a deep cover operative for Amanda Waller and ARGUS.

An operative still so deeply placed that only Sec. Bones and Waller knew whom she truly served. But government service had its perks. She had unlimited access to intelligence reports and extractions after she'd clandestinely committed murder on behalf of the United States government. She personally had overseen the executions of more criminals than the entire US penal system since 1950.

Her trip to Gotham was supposed to be little more than a blip on that radar. Yet Darkwing and the Wrath's arrivals complicated matters. Their increased belligerence in trying to kill one another and draw Batman out was seriously hampering Phantasm's mission. So she'd elected to take them out as a precursor public service.

She'd begun regretting asked the Arkham Knight to stand the Outlaws down regarding her mission. But it also kept Knightfall from asking them to eliminate her thereby tipping their hand that they wouldn't engage Andie because Jason and Oracle knew who she really was. Wayne Tower was just the latest casualty in the covert war underway.

Empress Penguin wasn't idly sitting by either. She'd deployed Black Siren, Plastic Woman, and Nancy Morgan to eliminate the growing cancer that Darkwing and the Wrath represented. Phantasm just ended up in their crosshairs as well. The former Patrick "Eel" O'Brien's gender transition had come as a surprise but seeing her with Morgan answered a lot of questions. It also raised the bar for mounting complications.

Despite Barbara's earlier neutrality, Derek Powers, CEO of Wayne-Powers, would hardly sit back and accept the destruction of a historic Gotham Landmark he now owned after his hostile takeover of Wayne Enterprises. Andie wondered if she should do Bruce a favor and kill Powers. She knew he'd never thank her afterwards and it would sour their relationship even further. Not that there could be much more acrimony than there already was after her last visit to Gotham before he hung up the cowl. But all of the increasing pressures on Gotham would eventually elicit a response from the Dark Knight. Since Andrea knew Bruce was disabled by his heart condition, inflicted when Deathstroke ran his sword through Batman's chest, she was more than understandably curious as to how he would respond.

Even as her smoky entrance cleared, Phantasm knew she wasn't alone. She carefully eyed her childhood environment and saw the barest outline in the shadows. Her helmet modulated her voice and adapted it into her father's, "Come out. Your angel of death awaits you."

"Puh-leez!" Hellequin emerged from the shadow.

Phantasm removed her scythe glove before doffing her helmet and cape, "Marian, what have I told you about breaking in here?"

"To feel free to do it as I find pleasure in doing so. Besides, no one expects me to be slumming in the prestigious Beaumont residence," Hellequin explained. Marian Drews was one of the few living souls that knew Andrea's secret identity. Of course, Andrea also knew the depths of Marian's ultimate plans for Gotham.

She envisioned reducing to sheer chaos and letting the survivors rebuild afterwards. A stark juxtaposition of Knightfall's utopian vision built upon absolute authority and unbridled regulation, licensing both virtue and vice. Like Marian, Andrea remembered Earth Prime and the Multiverse it had dwelt in. Just as she knew Marian had been brought to Earth Prime during the Crisis of the Multiverse to gather the criminal half of the Paragons that would ultimately destroy the Anti Monitor. But not before the Final Crisis had destroyed the sole remaining universe and Zero Hour had commenced to erase history itself.

Only Glorith, utilizing Dr. Manhattan's sacrifice enabled through the Heckler's killing him, sparked a Second Creation event and the New Universe was born from it. But doppelgangers and refugees from alternate Earths with their memories twisted and distorted by Rebirth dwelt on the New Earth beside the very people they were counterparts of. Unless they were very lucky and their counterpart was already dead before Glorith intervened and used the Prime Universe and its history as her template.

"How long will you be staying?" Andrea wearily asked.

"Not long. But, I have restocked the pantry and washed the linens," Marian snickered.

"There is that then," Andie conceded.

"The question remains: how long will you be staying home?" Marian shifted the focus.

"Longer than I'd hoped. And you're not helping with that stunt with Wayne Tower," Andrea accused.

"Who will miss a musty ol' tower besides Bats?" Marian shrugged, "`Sides, I thought it end this stupid one-upmanship pissing contest Darkwing and the Wrath are focused on."

"You happened to miss both of them and nearly took me out instead," Andrea was too tired to lecture Hellequin. It wouldn't do any good anyway.

"Anyhoo, I'll get `em before they actually off someone besides each other," Hellequin promised.

"Why do you even ca e so much?" Andrea had to wonder, "You're from Toronto."

"But Gotham became my now home when the Joker took me in," Hellequin explained, "On my Earth anyways."

"It doesn't sound so crazy when someone else finally says it," Phantasm realized, "I'm so used to everyone having the blinders on"

"I'd go easy on words like 'crazy'," Hellequin warned, "Those of us that remember seem to be a special kinda psychotic."

"Duly noted," Andrea went for the kitchen, "Have you raided the liquor cabinet?"

"People needing mood or mind altering substances have never embraced my brand of crazy," Hellequin snickered.

"And there's that forbidden word again," Andrea found a single malt that remained from her father's day.

"Ye gods this is dusty," Andrea complained.

"Should be nicely fermented," Marian remarked.

"Want some?" Andrea hefted a surprisingly clean glass.

"Nooo, no, no, no. You don't want someone like me lowering their inhibitions," Hellequin advised her.

"You're surprisingly self restrained for an anarchist," Andrea observed.

"I am the paradigm shift without a clutch," Marian chuckled, "Alcohol would just loosen me up get all stabby and then bent enough to burn the place down with us in it."

"Good to know," Andrea downed the scotch in a single shot, "Whoa!"

"Warned ya!" Marian snickered.

"You stocked the cupboards?" Andrea seemed to recall.

"You have a fully laden larder," Hellequin promised.

"Good. I'm starved," Andrea went to work in the kitchen, "Want any?"

"I grabbed take out at Pop's new restaurant. The one he could afford after selling me out to Regina Swann, our beloved Empress Penguin and her mistress, the vaunted Knightfall," sarcasm laced every word.

"Is Pops still alive?" Andrea paused her rummaging.

She remembered Pop's Chinese takeout from when she was a girl and Pops had been a young immigrant.

"I'd never hurt Pops," Hellequin promised, "Like he said at the time, it was merely business. And he got a fab place outta it. I eat for free in case he sells me out again."

"I'm glad it's so…cordial," Andrea shrugged.

"So, what'cha think Bats is gonna do `bout the Tower?" Hellequin wanted to know.

"Bruce and I went our separate ways days before he first became Batman. I think I was the final step in that direction when I disappeared," Andrea said sadly, "With me out of the way, the brakes were off."

"So…back to my original question?" Hellequin pressed.

"Marian, you know he can't," Andrea scolded her, "A situation you've been exploiting."

"True," Hellequin conceded, "But that don't mean he can't appoint an heir apparent."

Andrea almost dropped what she holding. Batman might never be persuaded to sign off on a successor but Bruce Wayne? There were possibilities there. And Batman was reined in right now and Bruce was in control instead.

"I think tomorrow I'll see an old acquaintance," Andrea decided.

"Give Brucie my love," Hellequin headed out for a busy evening. Batman and the Phantasm weren't on speaking terms after her last recent visit. But Bruce and Andrea? There might still be an opening to exploit there.

Andrea was up at dawn, her usual. The trust that maintained the house was funded by the very blood money that got her father killed over. He'd managed his money better than the mob's. Suicidal for an investment banker laundering money. But as their investments matured, her father had used those freed funds to purchase her freedom by skipping back and forth across Europe and parts of Asia. An environment that served her well to this day.

But part of her upgrades to the funding had broadband and access to media installed and the accounts kept active. So she was easily able to tune into Summer Gleason's breaking report.

"Breaking news is happening at our Miller Harbor docks and on the ground and by air," Gleason looked as alarmed the crowds in the background. Troop transports were rolling across the streets off of freighters and amphibious support cruisers. Helicopters were transporting troops and dropping them across the city. Armored fighting vehicles freely roamed with troops double timing behind them.

Andrea immediately recognized the insignia branded on every uniform. The United Nation's specialized, political reaction peacekeeping force, the Pax Mundi, had invaded Gotham City. Two glaring occurrences at once. The UN had violated US sovereignty and they'd been prepared to do so for weeks in advance.

"The United Nations Security Council has not authorized this action by the Pax Mundi," Gleason continue d her report, "Secretary-General Luthor personally authorized the peacekeeping force's installation into Gotham City. Obviously, this action has been prepared well in advance. Pax Mundi commander, Dagar the so-called Desert Hawk, hasn't made a statement but is meeting with the Mayor and the City Council in private. Meanwhile, the Jersey Turnpike has been closed off, the Lincoln Tunnel and the George Washington Bridge have been barricaded and traffic is now having to get cleared by checkpoints. The command and control over these efforts hasn't coordinated yet and we have a major traffic disruptions."

Gleason reviewed her notes as she continued, "No statements have yet been made by any officials regarding the nature of this occupation. The likes of which haven't been seen since the World Army abortively attempted to seize control over Gotham City. Likewise, the Leviathan forces also staged an invasive action and were ultimately repelled by Batman and the Justice League. Yet today, the Justice League International is a kindred organ of the same United Nations. The White House is levying protests at the highest levels and US military forces and National Guard units have been put on alert. There has been no response from Secretary-General Lex Luthor, whom is easily recognized as the founder of the former LexCorp now known as LuthorCorp. He also remains the second President of the United States to be completely impeached by both Houses of Congress and removed from the office of President."

Gleason gave the camera a hard stare, "Police Commissioner Gordon is attempting to coordinate the GCPD with the Pax Muni deployment. Stories are already filtering down fog the GCPD intervening on behalf of citizens that have run afoul of the Pax Mundi forces. Yet even Commissioner Gordon is, as if yet, unaware what objectives the Pax Mundi is seeking to achieve or if there are specific targets they are seeking out to apprehend. Commissioner Gordon is currently in the meeting with Commander Dagar and is urging all Gothamites to return to their homes and await further updates."

In full view of the camera, Pax Mundi soldiers interrupted the live cast and apparently detained Summer and confiscated her news crew's equipment.

"Already an interesting morning," Andrea groused. As she expected, her phone began ringing and it Sec. Bones' own secure line. She was about to get an advance briefing before the news went public. And Andrea's sick only worsened.


"This is a complete and utter outrage!" Mayor Marian Grange raged.

"Sit down, Ms. Mayor or I'll have you removed," Dagar warned. He stood braced by two armed soldiers, "We are in control of your city now. But we have no intention of occupying it for any duration. I look forward to coordinating with the GCPD. My troops will require police assistance in order to oversee our efforts to act within the confines of international law."

"What about local law?" DA Alistair Reynolds pointedly asked.

"We're not under your jurisdiction. Our mandate exceeds your laws. However, the GCPD will be consulting in order to avoid any legal complications or entanglements," Dagar promised.

"Like the fact you've set up checkpoint and naval blockades surrounding the city. All of which takes weeks to plan, prepare, and deploy for. How long has this operation been planned for and why weren't we notified in advance?" Gordon got straight to it.

"To be blunt, you have a tremendous liability in the form of the woman called Knightfall. The criminal elements run your city, not its elected officials or deputized law enforcements officers," Dagar told them, "I'm sorry. But simply put, you can't be trusted since this nightmare is your own creation."

He held up a hand, "And before you press me on that topic, we're not here for Knightfall. Yet."

"Then why are you here?" Grange grated asked between gritted teeth.

"I haven't been authorized to disclose that yet," Dagar said coldly, "Because of the very legitimacy issues your administration is facing."

"So you expect the citizens of Gotham to be locked down in their homes until you leave?" Barbara was seething inside.

"I'll require hard target searches of designated domiciles, places of business, and warehousing," Dagar further informed her.

"Take it to the courts,' Reynolds retorted.

"You judicial officials have been uniformly removed from their posts. Legal experts within my command have set up a court system that will be adhered to for the duration of our mission." Dagar announced.

"With all due respect," Grange began before Dagar interrupted her.

"Which generally prefaces a disrepespectfull comment," he said drolly.

"Where do you base your legal authority?" Grange inquired sharply.

"From the United Nations Security Council," Dagar said coldly.

"Yet the Council didn't approve of this action," Barbara had already been informed.

"Due to the United States' permanent veto power, a vote was not taken and Secretary-General Luthor personally authorized this action based upon real time intelligence that required an immediate response," Dagar explained the official line.

"Yet you undoubtedly required weeks to muster, place, and plan this incursion. How 'real time' is this intelligence and how 'immediate' is this threat?" Barbara asked.

"All in due time, Commissioner. All of your questions will be answered when they need to be," Dagar promised.

"I'd say that moment is upon us," Grange argued.

"If you'll excuse me, I require Commissioner Gordon's participation to begin our sweeps of the city and to narrow our search parameters down to a manageable level," Dagar and his troops began to leave, "Commissioner, if you'd follow along."

"That might prove difficult," she retorted. He smiled at her double meaning.


"I'm surprised you were able to make it out of the city," Bruce confessed.

"I'm surprised you opened the door," Andrea admitted, "I thought I might have to enter through the Bat Cave."

"You've done it before," Bruce allowed.

"Can I come in?" she inquired.

"Does this have to do with current events?" he inquired.

"Directly and indirectly," it was her turn to allow a concession.

"Come in," Bruce stepped aside then bolted the door after he'd closed it, "Alfred is no longer with me but I can manage some tea or coffee."

"Coffee sounds great," Andrea confessed, "Like you, I work late nights."

"I'm retired," he told her gruffly, "And I won't change my mind about it."

"I'm not asking you to," Andrea confessed, "But Gotham needs Batman more than ever."

He scowled at her, "The kitchen's this way."

"I remember," she led the way. She also used the espresso machine that was a foreign object to Bruce.

"Black, quad shot," she served him.

"Why the royal treatment?" he inquired as she prepped her own drink. She took hers with milk and sugar.

"Haven't you ever considered passing off the cowl?" Andrea wondered, "In case of a situation like this?"

"I thought I was preparing Dick. Or even Barbara. Those days are done," Bruce drank some espresso.

"Bruce, Batman has contingencies within contingencies. There are other potential candidates," Andrea pushed.

"Jason Todd is off the table," Bruce warned.

"Not my first choice either," but Andrea knew Jason retained his multiversal memories as well.

"There is a long shot contender I've considered if I should be disabled," Bruce began to admit.

"Which you are," Andrea watched him glare at her, "I'm sorry, but you are."

"The candidate wouldn't utilize any of the conventional Batsuits," Bruce mused, "But he's a technical and weapons genius. He'd devise his own."

"Does this mystery man have a name?" Andrea took a sip of her own coffee.

"Jean-Paul Valley," Bruce finally confessed.

"The futzing Azrael, the Avenging Angel of Death of the Order of St. Dumas?" Andrea barely avoided spitting her coffee out.

"There could be issues with his behavioral conditioning but otherwise, Jean-Paul is a perfect candidate," Bruce argued his case.

"You might as well make me the next Batman," Andrea countered.

"I might've offered if I even remotely thought you'd accept," Bruce told her.

"I have a job," Andrea growled.

"Azrael needs one," Bruce furthered his point, "He's a member of good standing within the JLI."

"Barely. Azrael is monitored by the League. Batman is unsupervised most of the time. What happens when a situation escalates? And it will," Andrea hammered her point.

"I have no reason to reconsider," Bruce was firm, "Why are you so adamant? Jean-Paul has rejected the Order of St. Dumas and is seeking a new path. This might help to clarify things for him. Establish boundaries he's having difficulty forming for himself in the Justice League framework. I can give him the criteria to follow. He's a good soldier."

"And a better assassin," Andrea was angry now, "I barely survived Azrael once upon a time. And I wasn't even the target. We shared that one."

"You do realize that was a different version if the man that is in the here and now?" Bruce asked, "He broke that conditioning."

"I was just damn lucky he was new to the job and his conditioning hadn't been perfected yet," Andrea informed him, "Can you trust him?"

"He obeys orders. I'll guide him by laying down rules that can't be broken. The same code I lived by," Bruce contended.

"He broke with the Order of St. Dumas. Who, by the way, supplied him with his previous 'code' of conduct. He left them behind. What's to say he won't do the same to you?" Andrea asked all the pertinent questions.

"You approached me on this topic," Bruce reminded her.

"I thought we'd have a rational discussion," Andrea grumped.

"How porous is the line?" Bruce asked.

"They never knew I left Gotham and they'll never know I returned," Andrea shrugged, "God, you are going to summon Azrael. Aren't you?"

"It seems reasonable," Bruce stated.

"Bruce, you spent your life dressed as a bat and I dress as a ghoul. We aren't reasonable people," Andrea confronted him.

"Then Jean-Paul will fill in nicely," Bruce decided.

"I'll try to prepare his path," Andrea promised, "But the Wrath and Darkwing are just going escalate this as they hunt for Batman. And you're going hand them Azrael. Care to wager on who goes home in a body bag?"

"Killing won't be an option," Bruce pledged.

"Bruce, it's always an option. Even for Batman," Andrea finished her coffee, "I suppose I should go and prepare for the Second Advent."

"Andie…it's good to see you again," Bruce softened.

"I better go before I make a play for you again. We both know that isn't our future," Andrea stood and began to walk out, "I'll show myself out."

Bruce began planning. He'd kept a backdoor channel open with Azrael when he recommended Jean-Paul to return to the Justice League. Clark had been hesitant of course. Providing many of the same arguments that Andrea just had. But Wally and John got aboard and Shayera mysteriously abstained leaving Clark to accept Bruce's pledge that Azrael's killing days were well and truly behind him.

Now he'd know for certain. They had to be. Batman had little recourse regarding how to halt Azrael if he went over the line. But perhaps the Phantasm would consider the job if it needed to be done.


"This is bullshit!" Barbara grated at Dagar. Even "Dagar" was a fiction. The Desert Hawk was really rich industrialist heir and adventurer, Bart Benson. He'd taken up the name Dagar after Saudi sheiks had dubbed him the Desert Hawk as he led various campaigns against Shiite extremists in the Saudi Kingdom. His fame spread as his tactical and strategic operations expanded into the Yemen, the UAE, Morocco, Libya, Lebanon, and Iraq. He'd fought Syrians, Iranians, and various agents of the Ayatollah. Even travelling to Afghanistan to battle Taliban and Al Qaeda on the opposite spectrum. It was little wonder when Luthor conceived of the Pax Mundi; he selected Dagar the Desert Hawk to lead them.

The Five Permanent Members of the Security Council accepting the choice with effusive praise. But recent history had discredited the stability of the Western democracies. The USA had been plagued by impeachments, amendments, and repeated special elections. The UK had just nearly been toppled. France hosted the UN at the Global Guardians' former headquarters in the Dome. But a series of hate crimes against refugees and Islamic believers had rocked French society and underscored a Far Right swing within the populist movements.

The Russian Federation was experiencing the shifting power from cultivating a cult of personality. Vladimir Putin had been restricted from running for a third consecutive term as President. But legal experts pointed out the federal constitution just prevented more than two consecutive terms, not a sum total of terms. Then Prime Minister Dmitry Medvedev had been hand selected by Putin to run for President. Meanwhile the Duma shifted all power to the PM when Putin assumed the role. The Presidential service terms were expanded to six year increments. Beginning when Medvedev's term expired and Putin could run again. The plan always having been to restore Putin to the office and restore all federal powers to that seat. Having recreated a virtual single party system under United Russia, a party Putin himself led but had never joined, dissent was quashed and political foes eliminated or exiled to penal colonies. Through it all, Putin glorified Russia's autocratic past, particularly its time within the Soviet Union when the world trembled before the USSR. He'd begun to compare himself to Russian historical figures ranging from the Imperial Peter the Great to the Bolshevik Josef Stalin himself.

The People's Republic of China was abandoning even their limited forms of democracy. Hong Kong's autonomy, guaranteed through 2097, was already being chiseled away as Beijing appointed governors sympathetic to the Communist Party and the One China Rule policy. At the expense of democratic minded voters. Crackdowns s against dissent and free speech had already begun.

The Near Apocalypse of 2009, rather than unite the word, had polarized its existing factions. Even breeding new ones. As the world teetered, Luthor employed every UN agency to further the collapses. The Pax Mundi just being the latest politicization of supposedly beneficial NGOs and security apparatuses. Luthor found an unexpected opponent within the UN in Max Lord.

Lord continued to prop up the Justice League International even in the face of all of Luthor's machinations to discredit it and have every member unmasked and jailed or in permanent retirement and in hiding. Despite Lord's own failing with the erratic and ultimately uncontrollable Justice League Task Force, he found unexpected support throughout the nations of the world. Yet Lord's budding coalition still regarded the JLI as a viable option to addressing the world's problems through example despite Luthor's best efforts to tarnish them.

For most, Luthor's infamy as leader of the Legion of Doom and as a disgraced President worked to his advantage. But for Lord's expanding alliance of political leaders and nations, those traits were beginning to condemn Luthor and his efforts. But Luthor was a patient man. His newfound alliance with Vandal Savage and the Light giving Luthor reassurance that his ultimate plan for taking over the Earth would, in fact, be accomplished.

Luthor's wife, the Contessa Erica del Portenza, proving once again why their political alliance of a marriage worked for them. She was secretly raising his son, Luthor El-Fadil, by the Crimson Queen as well as his autistic sister Luna's daughter, Lori. Both being groomed to be sovereigns over a captive world.

Lex's younger sister, Lena, ruled over LuthorCorp, the former LexCorp, and L Corp and through them the nation of Bailya that Luthor had literally purchased from its inhabitants. The original LuthorCorp founded by Luna's parents Lionel and Pamela. After Lionel's divorce from Pam, he'd married Lillian, Lex's mother. No one in the family knew or cared who Lena's mother was. Lillian had quietly disposed of her rivals. But Lionel and Lillian were harsh and unforgiving.

So one day, Lex simply solved that problem. Even before Lex was set to inherit LuthorCorp, LexCorp absorbed it. Luna's savant genius supplying LexCorp's consumer goods while Lena's business acumen kept the corporation profitable while Lex himself plotted schemed and subverted the very systems he profited from. Then Superman made his public debut and Lex could brook no rival. His obsession leading to prison and the founding of the Legion of Doom and an alliance with Darkseid. Meanwhile, the original Mercy Graves saved LexCorp but Lena's return made it thrive even as she renamed it back to its original glory.

"Commissioner, I'm requesting your assistance as a courtesy. I don't require it to achieve my objective," Dagar warned her.

"But you need it to appear to the outer world that aren't simply trampling on civil liberties," Barbara said flatly, "Which you are."

"Liberties can be revoked," Dagar told her, "As can so-called 'inalienable' rights."

"You hardly sound American even though you are an elite representative of US wealth," Barbara retorted.

"I see you did your homework," Dagar chuckled mirthlessly, "As did I. You're the famed Jim Gordon's daughter and the ex-wife of billionaire-philanthropist Bruce Wayne. Although I understand you didn't actually ask for anything in the divorce and turn over your trust stipend to charities."

"So you know I'm not in it for money," Barbara declared.

"No, you're worse. You're an idealist. Grow up and realize idealism is dead," Dagar sniped.

"Spoken like an embittered idealist that lost the faith," Barbara realized.

"You know nothing," Dagar snapped at her.

"I know something made you a sell out," Barbara told him.

"I can actually remake the world. Can you say the same?" Dagar angrily asked.

"But what kind of world will you make?" Barbara sadly inquired.

"I need your police to assist my troops. It will smooth things out," Dagar demanded.

"And give you scapegoats for when the shit hits the political fan over this occupation," Barbara said coolly.

"This doesn't have to be an occupation," Dagar replied.

"I think it does," Barbara crossed her arms, "The truth will set the people free."

"You're a fool," Dagar accused.

"But I'm an honest one that will be able to look at herself in the mirror. Can you say that in the morning?" Barbara inquired.

"Hand over your pistol. Then order your officers to do the same," Dagar commanded.

"Tell them yourself," Barbara watched as Dagar's bodyguards instantly aimed their rifles at her as she drew her jacket back to reveal her paddle holster.

She then set the entire holster on her desk and unclipped her badge as well, "You'll need that as well."

"Take the former Commissioner into custody. Detain the entire GCPD. I hope you learn to appreciate Blackgate," Dagar told her, "I understand police officers don't survive long on the inside."

"I won't be there long enough to find out," Barbara promised him, "You're entire house of cards will tumble down sooner than you think."

"We'll see. Won't we?" Dagar asked un-ironically, "Take her away and get her personnel into immediate custody."

In the end, only half of the GCPD was rounded up and placed in Blackgate's walls.


"A pleasure seeing you here, Commissioner," Ignatius Ogilvy, the Emperor Blackgate gloated.

"Don't get used to it," Barbara advised him.

"You kiss me ring and swear fealty and your people will live to see tomorrow. Otherwise they'll be picked off one by one," the former Emperor Penguin promised.

"You know where you can stick that ring, right?" Barbara inquired sharply.

"You chose this," Emperor Blackgate chuckled, "Just remember that."

But neither Montoya nor Bullock had been detained yet. So Gordon was counting on a prison break before any GCPD officers or detectives died.


"Hel-looo?" Hellequin called out as she entered the Beaumont residence.

"You're still free," Phantasm, in full regalia, observed.

"Aren't you the observant one?" Hellequin snarked.

"I'll assume you used Batman's tunnel system as well," Phantasm shrugged.

"Me?" Hellequin played dumb, "How would little ol' me even know about it?"

"I'll wonder about that later," Phantasm deflected the quip, "We have a world of trouble about to descend upon Gotham."

"The Pax Mundi is already here, Lovey," Hellequin pointed out.

"I spoke with Bruce. He's appointing a new Batman," Phantasm informed her.

"I thought that was your whole goddamn point," Hellequin said sarcastically.

"He chose Azrael," Phantasm drolly told her.

"Stick in a shitstorm," Hellequin gasped.

"That pretty much sums it up," Phantasm concurred, "He's delusional and think he can put Azrael's brakes on."

"`Cept the boy ain't got any," Hellequin sighed, "He's gonna snap like a twig in a hurricane."

"Yes," Phantasm was extra grim.

"And they think I'm crazy," Hellequin grimaced, "`Course, I am. But notwithstanding that, this is epically a bad idea."

"You convince him then," Phantasm suggested, "He considers me the failsafe if, actually when, things go south."

"Oh, this just gets better," Hellequin began to laugh.

"You find this funny?" Phantasm was perturbed.

"Of course," Hellequin snickered, "This is disturbing even on my scale of normal."

"God help us all," Phantasm sighed.


"Thank you for seeing me, Jean-Paul," Bruce offered the taller man a handshake. Jean-Paul lived in a small apartment within the Hall of Justice in nearby Brooklyn.

"You haven't received guests in a while. It made me curious as to why you reached out," Jean-Paul Valley admitted, "As well as your requesting I leave Sister Lilhy out of this meeting."

"I'm going to make an offer and I am seeking your unabashed reaction. Not one sculpted by or for Lilhy," Bruce led him to the grandfather clock that moved aside to reveal the entrance to the Bat Cave.

"You require my usual brand of weapons?" Jean-Paul asked the obvious question.

"My days are behind me," Bruce answered as he descended the steps, "But yours are still fully ahead of you."

"Cryptic even for you," Jean-Paul remarked.

"Gotham needs a Batman," Bruce stated as they reached the cave, "Now more than ever."

"I can't disagree," Jean-Paul admitted, "But if you won't step out…?

"I intend for you to succeed me," Bruce told me, "To be an Agent of the Bat."

"But not Batman," Jean-Paul mused.

"You'll be perceived as a new Batman. Don't discourage it but don't confirm it either," Bruce offered, "That's my offer."

"And my birth right?" Jean-Paul spoke of being Azrael.

"Will still be waiting for you," Bruce explained, "You'd be an Agent of the Bat when called upon. Criminals are getting emboldened in my absence and Knightfall's supposed legalizing crime. I need fear instilled in those that buy her licenses and especially those that desire to inflict greater harm than they can purchase a license for."

"Such as the Wrath, Darkwing, and the recently escaped Victor Zsasz?" Jean-Paul was direct.

"Precisely," Bruce said grimly, "But you'll operate under my guidelines. Break even one even once and it's over. I'll have your head on a pike and then serve you up to the Justice League if Barbara doesn't get you first."

"I can agree to these terms," Jean-Paul didn't hesitate.

"Then my workshop awaits," Bruce offered, "After all, you'll need your own distinct Bat persona to project the proper image and response."

"I have a few ideas already that I had once intended for you," Jean-Paul confessed.


Beneath the Carnes Development centerpiece Three Towers, which Charise Carnes herself dwelt in, lay the Bunker. The cavernous space provided the Outlaws with their headquarters and Oracle her Data Womb.

"What do you mean you won't act?" Knightfall petulantly raged.

"We're hitters not soldiers. We don't engage in wars," Arkham Knight replied, "You really want to fight a guerrilla war? Enlist your Intergang buddies and Empress Penguin's Gang."

"Intergang is enforcing a strict neutrality," Knightfall grated, "And you know Regina's women will get themselves killed."

"Then I suggest you outsource," Arkham Knight told her.

"I have some recommendations," Oracle rolled her wheelchair next to Arkham Knight, "I've also been in contact with some government sources. Sec. Bones is offering limited support until official US policy is established."

"What if I engage you just to target Darkwing and the Wrath?" Knightfall made one last pitch.

"Charise, we're already engaged," Jason Todd advised her, "But Oracle's alternatives are far better suited to this work anyway. And cheaper it turns out."

"Fine," Knightfall huffed, "Give me the list."


"Fine! I'll do everything myself!" Charise Carnes snarled as she threw back her cowl and threw her Knightfall mask across the room. Sally Sarasota, better known to Gotham as Bonebreaker, was Knightfall's most loyal adherent. And the only surviving meta-human agent Knightfall still possessed. Sally was devoted to Charise and her mission for a utopian Gotham.

"I take it they won't take the job," Sally deduced.

"Damn right they won't!" Charise stormed back and forth across her three story apartment in Three Towers' central namesake spire, "Ungrateful ass hats!"

"What's that printout?" Bonebreaker asked her leader.

"Alternatives to the Outlaws," Knightfall snarled, "Mercs mostly and some shadow unit called Task Force Z."

"Now them I've heard of. As well as everybody else on this list. Their top tier mercenaries. Slade Wilson's rivals in fact," Sally reviewed the list.

"Go on," Charise was visibly calming herself now.

"Oracle attached a note. The Outlaws have been hired by Dr. Zadar to deal with a breakaway faction of the Syndicate Underground in Mexico. But every merc on the list is available and hiring out. And the spooks are already headed to Gotham. Contact info and rendezvous coordinates are provided," Bonebreaker read the details aloud after the summary.

"Call Deathblow and Bloodsport. Forget the others," Knightfall decided, "And contact this Task Force Z. Tell them I want to coordinate any resistance they might want to offer the Pax Mundi."

"Will do," Sally acknowledged her marching orders, "Will you personally be meeting them at the proposed rendezvous?"

"Best to establish I'm in charge at the very beginning," Charise smiled coldly.


The following day in Gotham began dismally as the Pax Mundi spread across every district and began to squeeze the residents. Regina Swann, as Knightfall's representative amongst the criminal classes, took audiences at the Iceberg Lounge to compile grievances. But even the Empress Penguin could only advance their causes so far. Deathblow and Bloodsport had both declined employment offers.

The Pax Mundi had descended upon the Lounge and her Penguins' Gang security detail was barely tolerating the invasive presence. Pussy Katnip personally secured Regina's safety while Bird of Paradise and her cohorts faced off with the Pax soldiers. Jinx arranged for safe conduct to and from Regina's home.

Plastic Woman, Morgan, and Black Siren reported directly to Knightfall in accordance to her current wishes. As former federal agents, Plas and Morgan understood the delicacy of Task Force Z's precarious legal standing in the situation. Without clear Executive mandates the agents on the ground would be cut loose and disavowed should they actively engage the Pax Mundi. Yet, it was their mission to determine what Dagar and his host were ultimately after.

If that objective threatened US security mandates then Task Force Z would then move to eliminate that threat. And potentially push the USA into a crisis with the UN. Which might have been Luthor's ulterior motive all along. But Sec. Bones needed to know with certainty if Pres. Olivia McKay were to adequately respond to this incursion. That response in turn could either provide salvation to Gotham or doom it entirely. There were no certainties just yet.


Dagar had assumed control over GCPD headquarters. He enjoyed directing his forces from Commissioner Gordon's own office. All lines of communication ultimately led there and he could issue dictates and ultimatums to Grange and Reynolds from there. Both of whom were far less pliant then held led to believe considering Knightfall's overt influence peddling. But they were annoyingly developing spines in this situation.

Dagar wasn't overly concerned with his troops' safety. Knightfall had laid the groundwork towards disarming Gotham's criminals. With the Five Families decimated and Ignatius Ogilvy in prison, resistance was reduced to malcontents and a few unexpected sources. One such source being Punchline and her Jokerz. They were resilient rodents scratching about ambushing his troops. Darkwing and the Wrath's attempts to draw out Batman and each other were also distractions the Pax Mundi couldn't afford in this precarious action.

The National Guard and active military units were presently surrounding Gotham and the Pax Mundi's own occupying force. Dagar hardly had a naval presence since the Pax Mundi was a ground force intended to secure and occupy limited territory such as Gotham City. His naval assets barely qualified as Coast Guard cutters and the freighters he employed as troop transports weren't armed. He had no fighter craft or bombers just an active helicopter regiment. Which was primarily being used to ferry troops into reinforcing other Pax Mundi units meeting heavier than expected resistance. He couldn't spare the air support to repel a national military if he wanted to. And his mechanize units were needed to support his increasingly overwhelmed infantry.

It was amazing how competent certain pockets of resistance were proving to be. Devil's Square in particular being reminiscent of Beirut during the intifadas of the Eighties. Or of the ambush that decimated the USARMY Rangers in Somalia in the Nineties. Urban warfare at its most nightmarish. Here at least, Knightfall hadn't made much of an imprint. The criminals were well armed and well funded.

Punchline and the Jokerz in particular were becoming localized heroes. But other names were cropping up now. One thorn in particular seemed to be a lightning rod for resistance across the districts. Dagar wanted to meet this "Hellequin" before putting a bullet through her skull. According to his brief from Luthor, Hellequin had been reduced to near irrelevance in Gotham. If she actually been before it was no longer the case. Whereas Punchline solely relied upon her Jokerz, Hellequin was arming and mounting a resistance with Gotham's infamous costumed "super criminals".

It also appeared that hidden caches of weapons left behind by the Five Families were arming these super villains and their henchmen and henchwenches. Of which there seemed to be a limitless supply of. But Hellequin hardly seemed a general. She simply pinpointed the Pax Mundi's most glaring and developing weaknesses as they deployed and searched out Gotham and the others simply took the initiative from there. Luthor had been overly confident that this breed of criminal had largely been decimated after the accumulated deaths of the Penguin, Two-Face, seemingly the missing Joker, Clayface, and the Scarecrow. But such reports seemed ill placed now. There was a second Clayface that had risen to take over for the first. Scarecrow too had a successor. One even more pathological than Jonathan Crane.

Bane was a physical wreck inside of Arkham. Whose boundaries the Pax Mundi had been certain to contain and block any entrance or exit from. Even the staff was quarantined within its confines. The only known escape was Victor Zsasz. Mr. Zsasz was making his way through isolated pockets of Pax Mundi troops and civilian targets. The psychopath had to be running out of room on his body to notch his tally marks from his kills. But Zsasz had been skilled enough to escape during the Pax Mundi's setting a perimeter watch around Arkham Island and had evaded every attempt to capture him.

Like Darkwing and the Wrath, Zsasz was operating in isolation. Eliot Caldwell hadn't even turned to his own former employees or attempted to raid Caldwell Arms' stockpiles of armaments merchandise. An effort Hellequin's confederates seemed to have succeeded at before the Pax Mundi could do the very same. Dagar was always one step behind these various personages. He didn't like being behind. His reputation as the Desert Hawk precluded his being caught unawares or losing the initiative to an enemy.

Another missing player seemed to be Selina Kyle, who had taken her daughter Helena and gone out of town with her retinue before the Pax Mundi's unannounced arrival. But, a Catwoman and her protégé, Catgirl, were still wreaking havoc upon his troops when they cornered curfew breakers and other so-called "innocents". Dagar did not appreciate the loose end this Catwoman and Catgirl represented in light of the other complicating factors.

Other troops had been mysteriously and very efficiently, in comparison to Zsasz, literally cut down as they searched for the elusive prize Dagar had been tasked with discovering. Until recent history, Gotham City, since its founding, had represented the Nest of the fabled Court of Owls. The new Ra's al Ghul and her League of Assassins had personally scoured the Earth eliminating Owls and their Talons wherever they found them. Here in Gotham itself, Ra's al Ghul and Nyssa Raatko had personally killed Owlman and left the Court leaderless until Lincoln March's daughter rose to become the new Matron of the Court of Owls. They now hubbed and operated out of southern Europe rather than Gotham. But they'd never recovered their vast archives and secrets regarding resurrecting Talons to champion their cause through the ages.

The Pax Mundi had undercover operatives searching Gotham for weeks now while the main force gathered to land in the city itself and hold it. A promising lead had come out of Wayne Tower. But those operatives died when it was explosively imploded. An expertly conceived and execute d job. Dagar had only received a partial report from the operatives claiming that they had discovered an Owl meeting place with clues as how to access their repositories.

But those same operatives failed to report further before their untimely demise. Prompting Luthor to finalize the Pax Mundi's authorization to invade sovereign US soil. While Luthor battled the factions within the United Nations itself as well as the US government's outrage, Dagar had a very limited time in which to accomplish his penultimate task set before him. A successful conclusion further slipping away from him as every act of resistance intensified.

Indications were that the missing GCPD SRU officers were also engaged in an active partisan styled action against his forces. The Pax Mundi had raided the SRU's precinct but the armory had been stripped bare and every vehicle liberated before the UN "peacekeeping" forces could seize upon them. Lts. Montoya and Bullock were also amongst the missing personnel that hadn't been apprehended. Scouting parties had been spotted outside of Blackgate. Dagar could assume the two police lieutenants were plotting to liberate Gordon and their fellow officers.

He could only spare so many troops to reinforce Blackgate as well as Arkham. Emperor Blackgate had been handsomely paid off to eliminate the continuing threat the captive GCPD officers represented. Particularly in light of the supposition that Montoya and Bullock were prepared to move against the prison. But Arkham and its prisoners represented a vaster threat to the Pax Mundi if liberated than Gordon and her police officers. So the sentries around Arkham would remain in place. The convicts within Blackgate would simply have to choose to comply with Dagar's wishes to further their own hopes of being released rather than serving out their sentences.

A devil's bargain to be certain. But the price paled next to Arkham's population getting loose on the streets. Dagar quickly angered as the next wave of reports came in. The lastest push into Devil's Square had ultimately failed. At a great cost of lives. Dagar didn't care about the district's residents or the Jokerz. But he had limited personnel resources to draw upon in this action thus far.

To reinforce his task force would mean drawing down occupying forces elsewhere. Which would then put the remaining occupiers at an enhanced risk. Dagar had few good options and pressure was already coming from Luthor to succeed in the near term or the Pax Mundi's very existence would be threatened by the UN General Assembly that had voted it into existence. Failure would prove to be an untenable obstacle in this existential crisis.


Phantasm had confirmed her worst fear. The Pax Mundi wasn't here for any select individual, band of culprits, or threat to the international order. They were simply here to loot the Court of Owls abandoned resources and knowledge bases. Nyssa Raatko had personally trained Andrea Beaumont and had graciously imparted the location of several Owls access points to Phantasm. She'd killed three probes into the known locations and disposed of the bodies afterwards.

Things would be vastly easier if she recruited Marian Drews into the effort. But Hellequin might choose to employ the knowledge regarding those same locations as leverage against the Pax Mundi. And Phantasm had no idea of how much Dagar would negotiate way in order to secure an easy path to some of the knowledge he sought at Luthor's command.

Hellequin's own resistance against the Pax Mundi, misguided in its approach as it was, was still proving to be highly effective. Thus liberating Phantasm to focus on the three entry points she knew of. The Pax had only been in Gotham for three days yet Dagar's desperation was beginning to show. He was bringing in any and all individuals he suspected of having past or current connections with the Court of Owls and detaining them for "enhanced" interrogations. Phantasm herself had interrupted one of these water boarding torture sessions. She'd liberated Silver St. Cloud in the process. Included in her rescue were two prominent members of the press: Summer Gleason and Vicki Vale. Phantasm got them to relative safety in areas where the Pax Mundi had already concentrated physical property searches.

She was tempted to ignore the fact Derek Powers was among the recently detained. But his prominence within government supply circles demanded she report it. She'd known Bones would have to dispatch Task Force Z into Gotham but hadn't realized that Dir. Gwenyth Cormaugh would dispatch Col. Rick Flagg and Agent Alex Danvers to personally oversee the operation. Or that they were landing tonight and meeting with Knightfall as soon as they made it to shore. Fortunately Bones hadn't wanted details of Phantasm's activities or what had drawn her to Gotham in the first place. Nor would he require her to reunite with Flagg's force. She remained independent and therefore completely on her own. Both a good and a very bad thing.

Phantasm avoided a helicopter's search light as she took to a rooftop to monitor the Pax Mundi's progress in the neighborhood she currently occupied. Leslie Thompkins had her clinic in Crime Alley. Leslie resided nearby as did Grayle Hudson and her young charge, Tim Drake. One of the annoying factors of having the Wrath in town was his obsession with Grayle. Fortunately he wasn't stalking her just yet.

Or was he? Phantasm spun on her heel, "Eliot Cauldwell, your angel of death awaits you."

"Futz you," the Wrath said confidently. Mist and smoke enveloped the Phantasm as the Wrath opened fire. The mist cleared and she was nowhere to be seen. Then a sudden movement suddenly and barely caught in the Wrath's eye. Her scythe sliced his assault rifle in half rather than him just because the Wrath flinched away just in time to avoid being killed.

"Dammit!" he snarled as he went for his pistol. He nearly lost his hand as she sliced it in half as well. The Wrath dropped a smoke bomb but she expertly came after him. Using a grapnel gun, he fired a line and ascended to the next roof top and with one finally look at the Phantasm, he fled the scene.

Phantasm knew then she had to warn Grayle Hudson of the Wrath's enduring presence. For Tim Drake's sake if for no other reason. She brought Grayle, Tim, and Leslie to Beaumont House. There, they became amongst the few that knew the Phantasm and Andrea Beaumont were one and the same. Although Andie suspected Leslie had already previously guessed that.


Miller Harbor was occupied by the Pax Mundi's transports but commercial shipping was coming in and out as inspections occurred at dockside. Still, Task Force Z was smuggled in within a cargo container that Knightfall and Bonebreaker broke the seal of and released the government agents from within. Agent Cameron Chase was a Gotham Girl but she was across the river in One Federal Plaza assisting logistics and coordination from Manhattan with Sarge Steel. Col. Flagg and Agent Danvers brought most of Task Force Z's enhanced operatives with them. Which included: Majestic, Ms. Fury, Buckskin, Sub-Zero, Little Bear, Mr. Risk and Abdul, USA, American General, Doc Mettle, and Sgt. Strong.

Majestic and USA were near-Kryptonian-level operatives while American General and Doc Mettle were each half as powerful. Abdul was the premier strategist while Mr. Risk was his loyal sidekick. Buckskin and Sub-Zero were Inuit detectives. Little Bear and Ms. Fury were costumed adventurers from polar opposite economic spectrums. Ms. Fury was a bored heiress to a vast fortune while Little Bear had struggled to merely survive on a reservation. Sgt. Strong was an Iraqi and Afghan war veteran who Sarge Steel had selected for Task Force Z.

"You must be Knightfall," Flagg grimaced.

"And you must be Col. Flagg. I've learned so little about you," Knightfall was impressed by that fact, "Agent Danvcrs."

"We need to get out of the open," Flagg insisted.

"I have the place," Knightfall promised.


The Narrows was another combat zone for the Pax Mundi. Miller Harbor's Yakuza and Triad controllers had stood down at Intergang's request. The Pax had nearly pacified the Bowery, Otisburg, and Tricorner. Burnside, Cherry Hill, Gotham Heights, and Gotham Village had never offered mush in the way of resistance. Chinatown was being squeezed. But Devil's Square and the Narrows, now that the Pax Mundi had begun to focus on them, were the areas of violent resistance. So Knightfall's convoy, arranged by Jinx on behalf of Regina Swann, had a route cleared to avoid Pax Mundi patrols as they crossed through Gotham from Miller Harbor to the Narrows. There, they were sheltered within a Carnes Development project nearing completion. Plastic Woman, Morgan, and Black Siren awaited Knightfall's entourage.

"Agents O'Brien and Morgan," Col. Flagg tersely greeted the renegade FBI officers.

"What am I then?" Black Siren snorted, "Yesterday's trash?"

"The jury's out on that," Danvers quipped.

"Droll," the Laurel Lance of Earth-3 snarked.

"Enough!" Knightfall snapped at them, "This situation is understandably less than ideal. Make the best of it."

"We don't need these traitors and scum," American General sneered.

"They probably feel that way about you too," Ms. Fury snarked. Marla Drake and Lt. Gen. (Ret.) Joseph K. Parsons stared each other down. Parsons had led an American division into Berlin in 1945 and had been deemed mortally wounded. Saved by an imperfect copy of the German super-soldier serum, Parsons became one of the US military's top covert Cold War operatives. He retired from active military service during the Vietnam conflict, the USARMY having difficulty explaining why a general wasn't visibly aging except one year for every ten.

Biologically, American General was still several years away from mandatory retirement for field work. His gen factor likely going to buy him extra years in the field. Doc Mettle had a similar history but being transformed along with Doc Savage, Woman of Bronze, of the Agents of SMASH by a mythical Incan formula. Docs Mettle and Savage had led a team of adventurers on behalf of US security for decades before Doc Mettle formally joined the Dept. of Homeland Security when it was created. Similarly, Doc Savage joined with Congress' own meta-human team when it was officially formed.

"We need to all be friends here," Doc Mettle advised American General.

"Or I can send you back to Manhattan," Majestic warned Parsons, "With a single toss."

Majestros and USA being the only beings more powerful than the General and Doc Mettle that were currently present.

"I believe you need to see this," Abdul said from near a window.

"I'll be completely and utterly damned," Knightfall whispered when she saw the retired Bat Signal emblazoned across the cloudy skies once again.


Darkwing had killed the Pax Mundi soldiers that had attempted stopping him from uncovering the disused Bat Signal and lighting it up. Of course, the double goal was to lure the Wrath in as well. Batman wouldn't be foolish enough to report to the GCPD's rooftop, so Darkwing relocated to a nearby rooftop and waited for the inevitable search.


The alarm sounded within the Bat Cave.

"Someone actually lit the Bat Signal," Bruce informed Jean-Paul.

"The suit isn't quite ready. But Azrael could respond," he replied.

"No, it's an obvious trap," Bruce advised him, "Tomorrow you'll step out as the Agent of the Bat. Then, there will be cause to fear lawlessness again."

"I'm not meant to ignore threats," Jean-Paul darkly complained.

"Just for one more night. Then Gotham will be ready for you," Bruce predicted.


Derek Powers had moved his personal office from the former Powers Industries hub to Wayne Enterprise's central skyscraper. Literally into Bruce Wayne's former office. From its lofty vantage point, Powers could sneer at the towering, yet smaller, LuthorCorp and Ryder Corp buildings. Powers had many reasons to be enraged that evening. He'd just been released from Pax Mundi custody. Only the fact that Powers wasn't a resident of Gotham until he seized control of Wayne Enterprises had kept Dagar from ordering Powers' own enhanced interrogation.

But most of the Wayne-Powers Board had been water boarded by now. He doubted any of them had the information Dagar supposedly sought regarding Gotham's ancient past and fabled secret societies. Powers heard screams and cries of pain in between gunshots.

"I told you futzing assholes I never lived here until last year!" Powers yelled at the door. That said. The door exploded, smashing Powers against his glass wall, cracking it from his impact.

"Aw, you didn't fall through. Too bad," Hellequin opened her grenade launcher's breech which ejected the spent 40mm grenade casing and she reloaded. With her was the new Scarecrow.

"Whoever you are, you're both dead!" Powers raged at them. Hellequin shoulder tucked the M-29 grenade launcher, took aim, and fired. The window behind Powers detonated as Powers hit the deck. The winds at this height were chilling and the air nearly sucked Powers out.

"Do you know who I am?" Powers grated.

"Yup. Really don't care," Hellequin ejected and reloaded again, "Will this do?"

Explosions blew out windows across other corporate buildings.

"Yes," the eerie voice of the Scarecrow replied, "Quite nicely."

"Just remember me later on," Hellequin turned to exit, "Cheer up, Derek. You're about to become a test case."

"What?" a baffled Powers called after her back.

"Just relax," Scarecrow injected Powers with his fingertip mounted delivery system, "And then scream."

"What do you…ahhhh!" Powers was puzzled and then the torment began.

"Music to my ears," Scarecrow chuckled. The Bat signal cut through the night.

"A real challenge, perhaps?" Scarecrow mused.


On the street below, Hellequin noted the signal as she headed for her Ducati super bike, "What'cha know?"


Tim shuddered as he stared out the window.

Grayle saw his agitation, "What is it, Tim?"

Then she saw the signal as she approached him, "Never thought I'd see that again."

Leslie and Andrea joined them.

"Damn," Andie sighed.

"Batman isn't coming," Leslie assured her.

"No, something worse is," Andrea promised.


On the fifth night of the occupation, Scarecrow made his move. Using Wayne-Powers industrial capacity and taking over the Ace Chemicals plant, he'd synthesized enough fear toxin to dose Gotham. Jean-Paul had been delayed another night by faulty test trials of his new Bat suit. But he was preparing to strike out as the Scarecrow gave word to deploy his toxic gases across Gotham.

Montoya and Bullock had just successfully staged a jailbreak with the Blackgate guards' participation. But as Barbara began directing the SRU led GCPD officers, the gases filtered into every building in Gotham. Arkham and Blackgate's inmates rioted. Those trapped in their homes went mad and the Pax Mundi soldiers began firing on each other.

The cloud rose from the sewers, out of buildings, and down from skyscrapers. It was a thick toxic fog that resisted the winds. In addition, the Scarecrow, with Hellequin's assistance, had repurposed stolen Pax Muni troop transports into mobile gas dispensers that patrolled the streets even as the Scarecrow's gas masked minions and allies recharged the spent gas canisters with fresh ones. Hellequin's allies, forewarned, were unleashed on Gotham. Task Force Z, and Knightfall's volunteers, were caught unawares as the fear toxin cloud enveloped the city.

Only Majestic and USA were spared from its effects. They managed to get their afflicted teammates back to Manhattan and Knightfall's people indoors in their Narrows "safe" house where they suffered through torments unleashed by the toxin.

Andrea got her guests protected from the gas. Her own Phantasm helmet possessed appropriate filters so she geared up to go out into the clouds while Leslie, Grayle, and Tim promised they'd stay safely barricaded within the house. Phantasm equipped Grayle with a shotgun and small caliber handgun with boxes of shells for each. Then Phantasm disappeared from view and the trio feared the worst for their benefactor.

Chaos ripped through Gotham's streets and homes. Families ripped each other apart. Strangers attempted to kill one another. And through it all, the unprotected Pax Mundi soldiers fought with their gas mask protected brethren. Dagar assumed direct control over his remaining pockets of protected troops. They fought their way to GCPD headquarters. Where Commissioner Gordon also led her loyalists. Inside the building, Dagar and Barbara revisited their working relationship.

"We're helping defend this city. Afterwards, we part ways and oppose one another again. Until then, we're allies of convenience and necessity," Gordon told Dagar.

"Agreed," the Desert Hawk conceded. He needed the bodies and the firepower. Montoya and Bullock got Mayor Grange and DA Reynolds to relative safety within the GCPD. They'd only been lightly dosed and the antitoxin the GCPD had on hand proved less effective against the new Scarecrow's fear gas but the lighter exposure worked in Barbara's favor. Every barricaded GCPD officer and Pax Mundi soldier vaccinated themselves against the toxin since there weren't enough gas masks for everyone and the buildings filtration system was already being strained to its maximum limits. And still the gas wafted in even through the door and window seals deigned to minimize exposure to gas attacks.

"My air crews and checkpoint troops report that the locus of the attack is Gotham itself," Dagar explained, "Mobile delivery systems, adapted from vehicles stolen from us continually replenish the gas the wind carries off. And other delivery systems also appear to be imbedded within local buildings."

"We got local news broadcasts," Montoya stormed into the office Dagar and Gordon were conferring in

A nightmarish grotesque of the original Scarecrow appeared on screen, "Surely by now those of you still unaffected by my toxin have realized the futility of further resistance to my object lesson. I'm revealing the fearful, terrified heart of every Gotham resident tonight. For those of you outside borders, remain there or I'll begin mixing lethal chemical agents into my fear toxin and these 'good' citizens will die as horrifically as they can only now fully imagine."

"He's insane," Dagar remarked.

"It's in the water," Barbara sighed.

"Actually Commish, the water is the one place that toxin ain't," Bullock remarked, "The lab boys began analyzing it as soon as the first cases got called in."

"You kept my lab staff working?" Barbra a was surprised by Dagar's move.

"In case of something like this," he shrugged.

"It must be an aerosol," Montoya theorized, "It has to be delivered by air and breathed in or it can't be absorbed."

"Turn on the fire sprinklers," Gordon ordered, "Have the barricades continuously hosed and have riot sprayers target anyone who approaches."

"You've done this before," Dagar said approvingly.

"No t on this scale," Gordon commandeered a computer. She hacked her way through multiple fire suppressions systems throughout Gotham's districts and triggered fire responses.

"You're very…adept at this," Dagar mused.

"Benefits of a curious youth," Barbara replied, "We need to start opening fire plugs as well."

"My men can do it," Dagar promised.

"Just begin a containment perimeter around the GCPD. We can begin spreading further as we try to locate and disable the mobile delivery systems," Gordon recommended.

"My aerial units can begin tracking the movements," Dagar began issuing orders to the still free Pax Mundi forces.

"Commish, whoever that nutcase that gets on the roof flipped on the Bat Light again," Bullock complained.

"Leave it," Barbara instructed, "Whoever it is deals harshly with interference, isn't that right?"

"Agreed. As my people of discovered," Dagar conceded.

"No one will answer it anyway," Barbara predicted.


The Pre-Crisis of the Multiverse Darkwing had been aware his uniform was a copy of Lord Batman of the Justice Lords of Earth-2's costume. His Post-Crisis replacement didn't share Nyssa Raatko's multiversal memories so he was unaware of the increased irony of wearing his alteration of Batman's traditional garb. Masked against the fear toxin drifting across Gotham, he stood by the Bat Signal.

The Pax Mundi was now too afraid to try to interfere after he'd killed a dozen highly armed and trained soldiers over the course of the past two nights. Darkwing had begun to despair of Batman ever appearing.

Nyssa had warned him that the Dark Knight had retired but he'd refused to accept it. Batman was the greatest challenge to any League of Assassins elite. The Wrath was just an annoying distraction that seemed to be as resistant to killing as a Gotham cockroach.

Darkwing heard the crunch on the cracked concrete that made up the roof and spun, throwing razorangs as he did so. The previously mused about Wrath evaded them. He fired off several rounds at Darkwing, who also fluidly moved out of the projected target range.

"It seems both of us will continue to be disappointed from this day forth," Darkwing's muffled voice told the Wrath.

"We could always settle up between ourselves," the Wrath chuckled mirthlessly.

"There's no point in it," Darkwing sounded disconsolate. The Wrath was soundly trampled by a heavily armed and shrouded figure. A half dozen savage blows incapacitated the fallen Wrath.

"And you are?" Darkwing was impressed.

"You know who I am," Azrael's modulated voice answered, "You summoned me."

"The emblem and the styling suggest that you're either Batman or his replacement," Darkwing guessed.

"Does it truly matter?" Azrael asked.

Darkwing threw an assortment of razorangs at the Agent of the Bat. Azrael swatted them out of the air, "Is that your best?"

"Let me show you my best," Darkwing went on a physical offensive armed with Bronze Tiger styled knuckle blades. Sparks flew as Azrael blocked the blows and countered with his respondent kicks and punches.

Darkwing was breathing heavily when he retreated, "I admit it. You're better than I am."

"Yet you sound confident," Azrael observed.

"Because unlike you, Batman. I will cheat," Darkwing threw a grenade. Azrael plucked out of the air and lobbed at back at Darkwing before the three second fuse was spent. The blast hurled Darkwing off of the rooftop.

The Agent of the Bat strode to the roof's edge to see Darkwing dangling from a grapnel line. Apparently he'd fired off his grappler before passing out. Azrael reeled him and set him beside the beaten Wrath, "You can step out now."

Phantasm revealed herself, "You were expecting me?"

"Batman told me you'd be observing," Azrael confessed.

"You aren't claiming the title for yourself?" Phantasm was mildly surprised…and disappointed.

"He won't surrender it and I am unworthy," Azrael admitted.

"We agree on one thing at least," Phantasm remarked.

"Are our methods so dissimilar?" the Agent of the Bat inquired.

"The Batman does not kill," Phantasm said coldly, "That is an absolute."

"One I've accepted working as his personal agent," Azrael replied.

"We'll see," Phantasm disappeared into the drifting fog. The rooftop door burst open and Bullock led a charge of the officers responding to the explosion.

"What the futz?" he asked as he viewed the Agent of the Bat, "Bats?"

Azrael simply vanished into the drifting clouds of toxic mist.

"Damn. New suit, old tricks," Bullock commented.

"Lt. Bullock, both of these men are badly injured but they'll survive," Detective Jason Bard assessed.

"Classic Bats," Bullock conceded, "Get some Pax medics up here and then secure the prisoners."

"Seems we might get some assistance after all," Bard sounded relieved.

"I don't know. I was getting' a weird vibe offa him," Bullock admitted, "And I mean weird even fer that freak."


Hellequin was observing the situation developing outside the perimeter beginning to stretch beyond the GCPD as the Pax Mundi and the police began spraying everything using uncapped fire hydrants.

"Damn, they figured it out," she muttered. Fire alarms started going across properly equipped buildings. Most residences though didn't have sprinkler systems installed. But some of the same elites Dagar had been torturing and released did possess such amenities. Azrael landed and took a knee before rising.

"Nice superhero landing!" Hellequin applauded.

"You're unmasked and unaffected," the Agent of Bat calmly observed.

"I've already lived out my greatest fears," Hellequin shrugged, "Call it natural immunity."

"I call it the end for you," Azrael proclaimed.

"Are you supposed to be Batman? `Cause he's gotta far scarier delivery," Hellequin laughed.

"I am who I am," Azrael told her.

"So you really aren't Bats," Hellequin surmised, "Stand-in then? Know any good jokes?"

Razor tipped claws unsheathed to cap Azrael's fingertips, "These are my jokes."

"Ooo-kay, that's a better punch line," Hellequin admitted.

"Where's Scarecrow?" the Agent of the Bat demanded to know.

"Guess you aren't the master detective," Hellequin snickered, "Or else ya'd have figured that one out."

"I won't ask again," Azrael warned her.

"Good. `Cause it bored it bored me to tear s the first time," Hellequin yawned.

Phantasm stepped through the rolling mists, "Stand down."

"I do not answer to you," Azrael told her.

"You will in this," Phantasm knew Bruce was monitoring Azrael's progress. And like she'd expected, he was trying to loosen the leash. And it was only his second encounter. Explosions ripped through the city.

"I will return to finish this," the Agent of the Bat promised before firing a grapnel line and ascending to the rooftops.

"You could've made this easier and just told him to go to Wayne-Powers," Phantasm accused Hellequin.

"Puh-leeze, let him work for it," Hellequin shrugged.

"The Army has surrounded Gotham and the Navy is moving Marines into position. And you unleash this," Phantasm scolded Hellequin.

"I told you I'd reap chaos outta this," Hellequin reminded her, "The city is seeing its authentic face for the first time. Let's see them sleep comfortably after this. `Sides, don't you have some Court of Owls sites to be protecting?"

"I hardly think the Pax Mundi will be moving in on them right now," Phantasm stated, "How did you know?"

"I just watched where they kept looking. And where you cut them down at," Hellequin stated, "Remember, on my Earth we used the Court and its holdings against the Justice Lords. So I know where they're all located. And I think I'll let you work out those locations for yourself."

Hellequin mounted her motorcycle, "Have fun! It's a night to party!"

She gunned the engine and roared off. The gunfire went from sporadic to the sound of an entrenched conflict.

"Bruce, don't make me kill him," Phantasm wished he could hear her.


Azrael's path led him to Devil's Square where the affected Pax Mundi and the Jokerz had found one another and begun a war of attrition. Punchline seemed the least affected and she was managing to marginally direct her gang against the Pax Mundi soldiers. Basically she pointed and she screamed for them to shoot in that direction. The soldiers, finally taking fire from real and not imagined threats, fell back onto their training and were offering a stiff resistance to annihilation.

Bruce had deployed low flying drones to view the city's nightmare. He radioed Azrael, "The Jokerz need to be disarmed. Their leader is called Punchline. She's the Joker's last true disciple."

Bruce had revealed the Joker's fate as well as Harley Quinn's supposed death and actual survival elsewhere in the state.

"It would be easier to allow them to wear each other down first," Azrael replied

"You're there to prevent casualties," Bruce harshly reminded him, "Even the Jokerz."

"It is your city," Azrael allowed and jumped into the midst of the Jokerz. Bruce had his first doubts regarding his recent choices at that point. But Batman overrode him. The Agent of the Bat quickly turned the tide against the Jokerz even with Punchline's semblance of distorted rationality. Within minutes, the Jokerz that remained standing broke and ran. Punchline disappeared with them.

Taking fire from the Pax Mundi, Azrael waded into them and beat them senseless as well. Then he destroyed their weaponry, thereby disarming them for when they reawakened. Even Bruce Wayne couldn't argue with that result. As the sounds chaos resounded nearby, the Agent of the Bat moved on to investigate.

Tapping into the drone feeds, he began to assess the greatest areas of need. The largest and most viable threats were the mobile gas dispensers. Their continuing efforts only fueled the ongoing disaster. The drones spotted his movements as he began to get ahead of the nearest mobile dispenser. Bruce's silence meant he approved.


Phantasm began investigating the Owls sites she'd previously been defending. A few wayward Pax Mundi still haphazardly searched. If they even still realized what they were searching for. But they reacted with lethal force and Phantasm waste d no time in taking them alive.

She began her deeper investigations into the sites and realized they were gateways into a deeper Maze underneath the city. Batman's tunnels skirted the Owls'. Eventually she came upon the item everyone was seeking. The Court of Owls had a repository of forbidden knowledge in the most logical place: underneath the main city library.


The assorted super villains Hellequin had united and carved up the city and were each looting different districts. She herself had no quarrel with any of them doing so. Even after Scarecrow's campaign ultimately failed because of interventions, either from within Gotham or from without, the citizenry wouldn't recover from the shock of what happened knowing that their civil and financial institutions had failed. And Hellequin didn't want a recovery. Even Knightfall's falsely imposed system of order had utterly failed. The hoped for collapse of Knightfall's licensing system would only be the beginning of her humiliations. Hellequin knew Vandal Savage was exploiting Knightfall's ambitions for his own. Her failure would reach further than Gotham, NYC, and Metropolis. It would cripple her expansion into other cities across the country and the world.

Knightfall's brand would be tainted by this failure no matter how the government and Charise Carnes spun it. Luthor hadn't acted alone when he dispatched the Pax Mundi. The Light itself had concurred with the reasoning behind the decision. They simply hadn't counted on Gotham's ignorance in the face of the Court's withdrawal. Nor had they counted on the complete secrecy that Gotham's hidden masters had mastered over the centuries since they founded the colony. Their discretion had even baffled the Shadow Seven that ruled the League of Shadows. Hellequin knew that Nyssa knew more than she was willing to share with her wife. But Black Canary, the Ra's al Ghul of the current era, allowed it. After all, if the Demon's Head couldn't utterly trust her Demon's Hand, who could she rely upon?

Besides the awkward domestic situation it would create? So Ra's al Ghul had deflected Luthor's inquiries. Vandal Savage had to know. After all, he'd dealt with Nyssa over the past hundred years and knew she always kept her advantages in any situation. Even over Dinah Lance.

Hellequin picked her way through the wreckage of a diner and made her way to the kitchen. There she began making herself a breakfast. She expertly turned and threw the craving knife she'd prepared the diced onions she was frying in her omelet. Nyssa Raatko simply turned to her side to avoid the impact.

"Funny, I was just wondering when you'd show up," Hellequin admitted.

"The new Scarecrow? Really?" Nyssa chided her, "Is this really necessary?"

"I want Carnes to pay. Not only as Knightfall but as herself," Hellequin shrugged, "That's within our agreement."

"Charise Carnes is under my umbrella but I agreed to allow you to derail her plan so that the League of Shadows could assume her role."

"Tough titty said the kitty," Hellequin shrugged, "You want some? I've got the burners hot."

"I've seen that you protected a certain dining establishment," Nyssa remarked, "Despite his earlier betrayals."

"Pops and I go way back. So, we have a truce that he'll conveniently break once in a while but we always kiss and make up," Hellequin explained.

"I'll take that omelet," Nyssa decided.

"Good," Hellequin applied the finishing touches, "I know you don't like the extras."

"Your culinary disasters can hardly be listed as being unweighed down by extras. Even without the pound of bacon you're about to consume with yours," Nyssa retorted, "Just watching you make yours makes my arteries harden and there's only so much a Lazarus Pit can cure when it resurrects."

"You're just saying that," Hellequin snickered.

"Although, I have to commend you on removing Task Force Z, Catwoman, and Catgirl from the equation," Nyssa offered as she began to eat.

"Do you know anything about the armored giant Brucie is fielding these days?" Hellequin wondered as she began the process of folding the eggs over the ingredients.

"Wayne is intervening? Even extemporaneously? That's a surprise," Nyssa remarked, "I don't have any notion of who he could upon to replace Batman."

"Whoever it is careful not to cop to being a Batman," Hellequin had noted.

"So, he's an agent for the Bat," Nyssa remarked, "Interesting that Batman's pride would overrule Wayne's natural impulse to select a successor to defend his beloved city."

"Batman always will be futzed in the head. We should know," Hellequin commented, "And if this wannabe replacement reports your being here, sparks are gonna fly. Batman won't have forgiven you for being one of the only two people that ever beat him in a fair fight."

Nyssa smirked, "Too bad."

"I note with pride that you aren't masked," Hellequin stated.

"Like you, I've faced my deepest traumas and fears. After surviving the Nazi concentration death camp, there isn't much left that scare me," Nyssa said.

"And thanks to Glorith, I outlived my entire universe," Hellequin served her omelet and grabbed some orange juice from the fridge, "Want some?"

"I'll need it to survive this creation," Nyssa countered.

"Always such a critic," Hellequin sighed.

"It won't take Luthor long to deduce you're behind the Scarecrow's success thus far," Nyssa warned her, "And this endeavor has the full backing of the Light. Even Dinah embraced it."

"That's gotta make for awkward pillow talk," Hellequin snorted.

Nyssa arched an irked eyebrow at her.

"Too on the nose?" Hellequin snickered.

"The Matron of the Court of Owls may deploy her new Owlman and some Talons to try and secure the very vaults we seek," Nyssa warned.

"I'm not seeking them," Hellequin retorted.

"No, but you've set the Phantasm to guarding them," Nyssa scowled, "I gave Andrea the locations of three irrelevant sites to protect. Yet my spotters show she's vanished within one of them after exploring two sites beyond that which I'd led her to. She subsequently used explosives to insure that no one else could retrace her investigative work within the three sites and the two followed."

"Girl's a marvel. I'll give her that," Hellequin toasted Phantasm's efforts with her orange juice. Hellequin heard a faint beeping, "Um…your earpiece is urgently annoying me."

"Us both," Nyssa agreed and touched her comm. piece, "Speak."

She scowled again, "Deal with it until I arrive."

She stood, "Owlman and his Talons have located Phantasm."

"Give `em hell," Hellequin saluted Nyssa with her fork…with egg and cheese still speared on it.

"Always," Nyssa smirked. Hellequin hurried up to finish her breakfast.


Phantasm had depleted her supply of incendiaries and explosives but the Owl Repository was ready to be destroyed. She set the timer and then exited the space. Ahead in the maze corridors she heard combat. She held her post and awaited the detonation, confident she could halt any attempt to stop it.


Nyssa had brought select League of Assassins elites with her for this containment effort. Shado, Merlyn, his son Dark Archer, and Bronze Tiger accompanied her and had traced Phantasm's steps. Owlman confronted them with six Talons. Literally the last six remaining in the world until a new one was chosen and trained. Not counting the renegades, Strix and William Cobb, whom Matron had ordered dismembered so they couldn't be resurrected. But first Cobb and Strix had to be located. Which so far even the newly appointed Owlman had failed to do.

The Talons were the older varieties dating back to the Colonial period and moving forward from there. The most recently converted was from the Gangster period of the "Roaring" 1920s. Shado, Merlyn, and Dark Archer utilized their bows to deliver what would've been lethal strikes against normal humans. But only dismemberment or freezing could stop a Talon. Bronze Tiger readily went to work at this. While the Assassins dealt with the more numerable Talons, Owlman slipped by to personally deal with the Phantasm inside the Maze.

"Go for the eyes," Bronze Tiger instructed the archers after he'd dismembered the Talon sporting a Tommy gun. The Talons blindly lashed out after having arrows impaling their optical orbs.

"Now, light them on fire," Bronze Tiger decided. Each Assassin carried a small squirt bottle filled with kerosene. They doused the flailing Talons and then used flaming arrows to ignite the already "dead" Talons.

Nyssa arrived at that point. "Owlman?"

"Inside the tunnel system of the Maze," Bronze Tiger regretfully told her.

"Secure this entrance," Nyssa commanded and went in.


The explosion resounded as flames burst forth from the hall that once been the Owls' Repository. Phantasm safely hugged the corner near the entrance as the flames gutted the collapsing interior. The ancient parchments and other scrolls were consumed by the voracious fire.

"You'll die for that," Owlman promised as he approached nearing a blind rage.

"Owlman, your angel of death awaits," Phantasm used her smoke dispenser to vanish amidst the fire's pervading smoke.

"Tricks will not save you," Owlman vowed.

"I don't need them," Phantasm's voice echoed through the corridor but Owlman couldn't determine from where. Then the roof caved in as Majestic and USA landed and took a knee.

"Superhero landings. How quaint," Owlman sneered.

Majestros, the man now called Majestic, had been born to African conflict refugees in Greece. His family moved to the United States when he was just a boy. He'd instantly fallen in love his neighbors in Harlem. They accepted him as long as he accepted them. Legally immigrating was still an approachable path when he was still a boy. Earning his citizenship by the time he graduated high school, Majestros had joined the military after the attacks on Sept. 11, 2001. He'd served eight tours with the Marines.

Part of his military life had been genetic screenings conducted by John Lynch. After Lynch died, his genetic profiles were handed off to Ivana Baiul, who turn gave them to Mercy Graves as she re-established the Everyman Project. The Majestic program was the successor to Lynch's original approach that had turned a Team 7 soldier named Bronski into the first Majestic. But Bronski had died a renegade.

Majestros fit the government's profile for an ideal agent and he was a Majestic-class gen latent. So the Everyman Project activated his gen factor and he went to work for Homeland Security. One of Majestic's roles was to work alongside Task Force Z. To which the Phantasm was occasionally attached. So he and USA responded to her distress beacon.

USA was a Revolutionary War spirit possessing a young nurse whose husband had recently died in Afghanistan. That spirit had fused with the nurse and now their union created the Living Spirit of the USA. Making her a Majestic-class individual as well. The restless teenager who'd died delivering secrets to Betsy Ross at the hands of abusive Redcoats tired of the war had sought a gen latent for centuries, physically tied to her locket which was buried along with her. But the locket emerged from the soil as the nurse grieved beside the unmarked grave. And when she took hold of the locket, the spirit infused her as Matrix had infused Linda Danvers. Owlman knew from their entrance that he was outmatched. So he also vanished into the smoke. To exit the Maze at an unguarded location.

"Thank you. I can take it from here," Phantasm told Majestic and USA.

"We should return to Manhattan then," Majestic decided. The pair flew out of their self-made hole in the library rather than use a conventional exit. Phantasm hoped that it least it wouldn't rain until Gotham could patch the library's roof.

"I'm surprised you didn't just kill him," Nyssa admitted as she came upon Phantasm, "But I suppose you would be more lenient in his city."

"You can tell the Light they've failed," Phantasm informed Nyssa.

"That's hardly the only Repository. Just the most comprehensive," Nyssa shrugged, "But I will inform Luthor. Will you walk with me?"

"I'm supposing I should trace Owlman and his exit," Phantasm replied, "I hardly want walk into your ambush if you're unwilling to personally kill me."

Nyssa smiled, "I taught you well."

"Sometimes I think too well," Phantasm faded into the fire's smoke.

"Sad, but true," Nyssa whispered before withdrawing.


Several fire stations had realized a chemical attack was underway and the fire crews donned NBC suits. Barbara was able to contact them and they reported to the GCPD. With their hoses, they were able to help drive the aerosol toxin out of the air and expand the GCPD/Pax Mundi "Safe Zone" perimeter a few blocks.

"Commissioner, my aerial units are reporting two anomalies," Dagar told her, "There are unaccounted for aerial drones in play and someone is systematically knocking out the mobile delivery system trucks."

"Harv?" Barbara turned to Bullock.

"Could be that new Bat character," he shrugged.

"Some of my scouts confirm it," Montoya returned from a patrol, gathering recovering citizens, soldiers, and police officers, "An armored Batman styled character is tearing into the Scarecrow's mobile teams."

"Do we have a location on the Scarecrow yet?" Gordon inquired, "Or any indications that this is an escalated Batwing?"

"Negative, Commish. But whatta `bout the looters?" Bullock wondered.

"The businesses and banks have insurance for a reason," Barbara said coldly, "But we, or this Batman type, neutralize the Scarecrow's replacement and we end the first major ongoing threat."

"My forces being the second," Dagar realized.

"I'm glad you realize it," Barbara angrily stared at him with a cold, emotionless rage. Dagar recognized the look from controlled killers he'd encountered and faced down over the years. They were the effective ones that didn't let rage or anger undermine their efforts. Dagar took a moment to reassess Gordon into an entirely new threat category.

"Of course I do," he realized, "My forces are rarely well received."

"Ever think there's a reason?" Montoya verbally jabbed at him.

"Right now we need each other to try and secure our perimeter and pull in additional people recovering from the chemical attack," Barbara chided everyone, "We'll settle up after the Scarecrow is apprehended and his grip of fear ended."

"We'll withdraw as soon as we're recalled or we accomplish our original mission," Dagar vowed.

"Which is?" Commissioner Gordon asked sharply, "I think it's time to inform us. Because maybe we could've been helping all along."

Dagar considered his options before heaving a heavy sigh, "We're seeking the Court of Owls."

"We had the body count and missing Gotham founding families to know the League of Assassins decimated the Owls in Gotham. They don't 'nest' here anymore," Barbara said impatiently, as though he was an idiot in need of correction.

"They currently 'nest' in Venice. There they've allied themselves with the Order of St. Dumas and are caught up in internal political struggles to establish supremacy betweens themselves," Dagar explained, "But the Owls left libraries of their secrets behind."

"Oh. My. God," Montoya raged, "We're fighting and dying for that?"

"I was informed that the Secretary-General wishes to modify the Owls' techniques to create Talons for medical breakthroughs," Dagar sniffed.

"Such as granting himself virtual immortality," Barbara said wearily.

"I outta pistol whip your ass ta death," Bullock shouted and Montoya and Gordon had to intercept him to prevent him from attempting to make good on his threat.

"They just saved your life, Detective," Dagar took his hand off of his holstered sidearm.

"That's Detective Lootenant ta ya, ya jerk," Bullock slapped his old, reliable hat back onto his head, "I'm getting' some fear gas laced air. It's better `n the stink in here."

"I'll have Bard watch over him," Montoya offered.

"It's appreciated," Barbara sighed. Both Montoya and Gordon were Bullock's ex-partners back when he was a Det. Sgt. And Barbara quickly got promoted over him. It hadn't taken Barbara and Montoya together in the New Earth's history to persuade Bullock to advance to Det. Lt. The newly appointed Commissioner Gordon wanted Bullock to run Major Crimes even before Knightfall began her licensing campaign and the city buckled and endorsed it.

She persuaded Det. Sgt. Montoya to step up and develop and run the SRU after Batman vanished from sight. Barbara knowing his real reason for standing down. Seattle Deputy Mayor Jim Gordon was ecstatic that his daughter had made Commissioner. And even more than thrilled that she'd even accept the role. His second wife, Special Agent-in-Charge of the FBI's Seattle field branch, Sarah Essen was thriving now that she and Gordon were finally reunited. Barbara remembering how Jim Gordon called Essen in Seattle every night after their affair ended and she transferred, eventually joining the FBI. Barbara's namesake mother also kept lovers on the side until she just vanished overnight.

It wasn't until recently that Barb had learned Barbara Gordon had fled to insure her daughter's safety from the promises of murder that Barb's younger brother, James Jr. had made against her if his mother didn't leave Gotham that night. Eventually James Jr. was revealed as a serial killer of some malevolent genius rivaling Victor Zsasz himself. Then Det. Lt. Gordon had arrested his own son for multiple charges of murder. He'd stood by, condemning his own fourteen year-old son's actions as James Jr. was prosecuted by Harvey Dent and eventually consigned to Arkham Asylum.

Jim Gordon's unwavering conviction in the power of the law earned him his promotion to Police Commissioner days after James Jr's trial concluded. Junior becoming Charise Carnes' mentor during her years in Arkham before evidence was released exonerating her. Her self-study of the nature of evil being concluded, she'd ordered the liberating surveillance footage to be released by her lawyers. Charise was also of legal age and inherited the Carnes Development empire. She undertook the signature Three Towers project in Cherry Hill and massive renovations projects across Gotham, particularly the same Cherry Hill and the increasingly upscale Burnside.

But Charise, even before launching her Knightfall agenda and persona, began investing in and renovating every district in Gotham. She'd even usurped the title of "Humanitarian of the Year" from the usual rivals, Bruce Wayne and Jaina Hudson. But Barbara knew Charise's secret identity just as Carnes knew Gordon had been Batgirl before formally applying to the GCPD from consultant status with its Cyber Crimes Division.

Barbara's meteoric rise outpaced her father's by almost two decades. Even Essen hadn't risen through those of ranks either the GCPD (where she'd made Det. Sgt.) or the Seattle PD (where she made Det. Lt.) before being recruited and trained at Quantico as a Special Agent for the FBI. Where she did time in other cities before returning to Seattle as its FBI SAIC.

"Commander, my people would have been glad to assist you. In fact we would have been delighted to without this show force. Now, we'll spending months testifying before the World Court concerning your war crimes," Barbara coldly informed him.

"This is hardly a war," Dagar protested.

"It's an occupation derived from an invasion. Wouldn't you consider that an act of war?" Gordon inquired incisively.

"I...see your point," Dagar conceded. Luthor had promised to deal with legalities, or lack thereof, of this action. Now he was beginning to have his doubts.

"Commander, the term 'Pax Mundi' is Latin for 'World Peace'," Gordon dug the final knife in, "I think you should reconsider what that means."

Dagar stepped away to find the ever elusive privacy that he wanted to deliver his next report to Luthor. Also, to deliver his redefining what the mission on the ground would be and who his allies truly were in this endeavor.


"Suck a dick," Hellequin snarled as she came upon yet another ruined mobile fear toxin delivery system in the Bowers. She'd already found other ones in Chinatown, the East End, Otisburg, and the Hill. That was five out of seven. She'd been following the explosions. Whoever it was in the Bat armor was sabotaging the systems, and very efficiently beating the snot out of the Scarecrow's minions, and he was using incendiary thermite bombs to consume the gas. The latest explosion seemed to derive from Gotham Village.

The patrols had effectively avoided downtown where the surrounding buildings were rigged to gas the public and Miller Harbor. But that meant the last truck was either at Cherry Hill or Burnside by now. Hellequin strapped her helmet on and raced for Burnside since it was the closest to her position. She just had to wade through raving Pax Mundi checkpoints and fear soaked citizens roaming the streets. She'd had to so far. No biggie, she miserably thought to herself, Yeah right.


"Tell me Mr. Powers, do you even briefly consider the fate of your lowliest employees when you take over a business and begin layoffs to maximize profits?" Scarecrow taunted, "Or fire mid-level employees to replace them with poorly paid graduates?"

"Of course not!" Powers screamed at Scarecrow's magnified appearance, "I hope they all rot in hell!"

"And now it will be your turn to," Scarecrow chuckled, "After all, I'm broadcasting this for posterity's sake."


Owlman had emerged from the Owls' Maze in Chinatown. Phantasm came upon the wreckage of the Scarecrow's commandeered troop transport modified to deliver his gas. The mauled lackeys surrounding it would probably never move normally again but they'd live. So far Bruce's leash was working with Azrael.

Phantasm was annoyed. Owlman had managed to elude her. One minute he was in Chinatown headed for Miller Harbor and then his trail went cold. She no evidence of whether not he'd actually gone on to the docks or doubled back to avoid pursuit.

A distant explosion ripped through the night and fireball burned into the sky. The gas was barely present where Phantasm lurked. She backtracked deeper into the city and found the streets were clearing. The fear cloud was fixed within the downtown area.

Which meant Scarecrow was managing to refill his gas dispensers scattered through the area. Phantasm didn't have the desire to track down every emitter when she could cut the supply off. So she headed for Ace Chemicals.


Bruce had to recall the drones to refuel them. The Pax Mundi helicopters were also attempting to trace them back to their origination point. They weren't aware, yet, that each drone was also a submersible. So they dove underwater and headed for the Bat Cave's grotto through the underwater channel in the rocks. Bruce wouldn't have eyes on Jean-Paul while the drones were replenished. He decided to do something about that with his last generation Batsuit. As a security measure in case it was stolen. Not that he would consider knighting a second Batman.


The Agent of the Bat destroyed the final mobile emission source in Cherry Hill. He heard the approach of the high powered racing motorcycle. Hellequin, disregarding the fact that her motorcycle cost more than the average car, vaulted off of the bike and smashed Azrael upside the head with her aluminum baseball bat.

Marian Drews had been a scholarship softball player and the first Canadian woman signed for the MLB Blue Jays after scouts had approached and she'd proven herself at the Spring Training Camp. Her boyfriend had talked her out of accepting a place in the minors and of illegally immigrating to Gotham City. Then he'd dumped her to shack up with a citizen to get a green card.

Marian fought an uphill battle but got a green card and a job as a bank teller. Where she'd worked when the Joker came calling and the rest was Earth-2 history. Everyone considered Harley the genius girlfriend.

In the Rebirth history, Hellequin had no obvious connection to the Joker. They also underestimated Marian's own genius IQ. Which was two dozen points higher than Harleen Quinzel's Mensa qualifying IQ. Harley was a notorious slacker whereas Marian Drews had worked her ass off for everything she ever had. She'd given everything for this New Earth and what had she received in reply?

Shit and buckets of it. Hellequin wouldn't be eating shit any longer. But she was still surprised when the Agent of the Bat caught her next swing and crumpled her bat with his hand.

"Asshole! That was my favorite bat!" Hellequin cartwheeled aside and pulled her shotgun from her saddle horn on her bike. Using the pump action, she reloaded nearly as fast as she fired and she emptied all seven shells into Azrael. Who never flinched.

"Damn," Hellequin tossed the shotgun aside and unslung her grenade launcher. Now Azrael began to move. But towards her. She fired but somehow he moved his massive bulk beneath her round.

As the 40mm grenade detonated, further destroying the ruined transport she hopped backwards, dropped the launcher and raised her hands, "Parlay?"

"Ten seconds," the Agent of the Bat offered.

"And then?" Hellequin asked sheepishly.

"Then I decide how best to break you," Azrael answered.

"Look! I didn't ask to be on this crummy Earth. But here I am, making the most of it since my girlfriend got executed by Knightfall and the Empress Penguin and their goon squads. I'm gonna make `em pay with their lives for that," Hellequin shouted at him, "Now break what you want but leave me alive so I can end them and Knightfall's pathetic dream of a perfected utopia regulated by her."

She closed her eyes then and waited for the hammer to fall.

…and waited.

…and waited some more.

Finally she opened a single eye, "Well?"

"I'll spare you so you can achieve your mission," the Agent of the Bat announced, "Afterwards, we'll decide how we proceed."

"You won't regret this," Hellequin announced.

"I feel I already should," Azrael sighed.

"Scarecrow is in Brucie's office in Wayne-Powers. `Course now its Powers' office. Give Batsy my love," she lifted the bike back onto its wheels.

"Shit, now I'm gonna need a new paint job," she complained.

"Don't forget a new bat," Azrael reminded her.

"Thanks, Mystery Man. You're all heart," Hellequin replaced her helmet back onto her head, started the bike up and gunned it as she disappeared into the dissipating mists.

"Probably not very Batman of me," Azrael shrugged and moved on to travel to Wayne-Powers. First he'd deal with the Scarecrow's replacement. Before he directly dealt with Dagar the Desert Hawk and a certain other threat.


Phantasm killed the cargo truck crew returning to reload fresh fear toxin canisters for the teams spraying gas out of the Kord Industries (a subsidiary of Wayne-Powers) building. She'd noted that Cale Tech and Palmer Tech, which were also subsidiaries of Wayne-Powers, were the buildings venting fear gas. LuthorCorp was highly defended by its Zither Security Group's military contractors. Ryder Corp also seemed immune. Phantasm knew Disco Mummy now owned the corporation. So it was easily plausible that she supernaturally defended its locations. Also overlooked were Lord's Innovative Concepts buildings, Queen Consolidated, and the Wayne Foundation itself. It seemed the mysterious Scarecrow had a grudge against Powers alone.

Not that Andrea could blame him. But the arrival of this new Scarecrow put the actual successorship in doubt. Fright claimed, as Jonathan Crane's frequent lab assistant, to be his legitimate ideological and practical heir. Yet Madame Crow, a former Crane victim, functioned as the "anti-Scarecrow' and yet had adopted many of his methodologies. Fright and Madame Crow might put aside past animosities long enough to unite against this Scarecrow. But Homeland reports put Fright in Africa just now and Madame Crow and the Secret Society of Super Villains were still unaccounted for.

Phantasm wished Azrael would finish up and deal with Scarecrow. She heard the high pitch of a motorcycle as it streaked past. Hellequin was obviously on the move. Then she checked the rooftop. It seemed the Agent of the Bat could traverse the high tops of Gotham even faster than Batman ever had. And he was aimed in the right direction.

Phantasm surmised that Hellequin's rapid egress towards Devil's Square was related to Azrael's change of strategy. But what was Hellequin's motivation in returning to her former power base that she'd ceded to Punchline? Perhaps Marian was headed back to the Narrows where she maintained an apartment.

One she'd formerly shared with Lana Linda Lang when she'd been a Superwoman. Well before "Linda" Lang had lost her powers and moved in with Clark Kent and his family after Lois Lane began plotting his demise. Both Linda and Lois being natives to Hellequin's Earth-2.

So were Mia, Jonathan Lane, Laura, Carol, and Jane Kent. But despite Superman knowing the truth that they were really Lord Superman's children, he still embraced them as his own. But he still grieved for loss of his marriage to Lois. But it seemed Lois was no longer Superwoman either. But Phantasm knew that Lois Lane was now a ranking member of the Light. Her specific goal to kill her husband and potentially her own children.

Phantasm stayed to the shadows after she abandoned her truck near Ace Chemical's entrance. As the Scarecrow's minions investigated, Phantasm slipped into the interior perimeter and affected her entrance into the chemical plant itself.


"Shit futzin' damn!" Hellequin snarled as she moved her door with its broken lock open. Obviously she'd stayed away too long. She hadn't accumulated much but everything of any remote value was gone. She broke the sheetrock and plaster on the wall and cut away a portion to reveal her stash of weapons and ammunition was untouched. Her spare bats and more 40mm grenades were hung from studs within the walls.

Also included were ten thousand dollar stacks of pre-Justice Lords US currency provided by Lord Batman before the Monitor had taken her, the Kent Family, Linda Lang, and the Heckler to Earth Prime. Each of them had been given duffel bags stuffed full of currency. It seemed the repentant Lord Batman was still always prepared even after the Justice Lords had been defeated by the Justice League and Galatea herself had killed Lord Superman before becoming Power Girl.

Hellequin still had several hundred thousand dollars in cash. A good start for Marian Drews to purchase a loft or brownstone somewhere less intrusive and more unexpected with somewhere close to stash her bike and access to the competing tunnel systems beneath Gotham. Fortunately, her emergency bag of clothes was also still unmolested within the walls. Filling her saddle bags and cargo box, Hellequin strapped the weapons and ammos cases to her bike and rode off to find new lodgings. But first, a stay in a nice hotel while she rebuilt Marian's life.

Then she'd buy herself a nice loft and a new bike even as she repaired her own. One for Marian Drews and the faithful Ducati for Hellequin.


Inside of Ace Chemicals, Phantasm quietly cut her way through the so-called security measures. Scarecrow's taste in rent-a-thugs being even of less quality then the usual super villain henchmen. It was nice to finally meet a super criminal on a budget. Of course, Scarecrow had probably spent all his money on the R&D behind all of this. The fear toxin seeming to be even thicker and more cloying as well increased in psychotropic performance.

The multitude of delivery systems indicated innovation and financial backing as well. Even if Scarecrow were using Wayne-Powers' fabricators to print the devices off, the design work required great talent and education. Another rambling, psychotic genius she supposed.

Phantasm unlocked the safeties on all of the processing vats. Every one of them was currently mixing Scarecrow's toxin. But the pressures building up in the additive and ingredient hoses burst them. Raw materials sprayed everywhere from every direction. Unused materials normally used as additives from the typical products were stored in vast canisters. Many of which were extremely flammable.

Phantasm used acetone to hose beneath these canisters and then lit the soaked areas on fire before making a hasty escape. The resultant explosions would release more toxin into the air but it would be the last of it. She cautiously made her way to the central square were building sized monitors carried the local news broadcasts.

All the networks had been hijacked by Scarecrow. The cable news outlets simply patched into the feed and ran inane commentaries. It seemed Scarecrow was eliciting a string of confessions from Powers. They'd never be evidence for a criminal prosecution but they could prosecutors were too look for it. But this was all building to a head. Phantasm knew that Powers' very minutes were numbered unless the Agent of the Bat made his appearance. And judging by Powers' fresh wave of ragged screams, he just had.


Scarecrow spun to see what, or who, Powers are screaming at besides him. He almost screamed himself. Out of rage rather than fear.

"Are you supposed to be Batman?" he inquired.

"What do you think?" the Agent of the Bat asked in return. The audience could only see Powers' reactions. His horror had only ramped up exponentially. After personally defunding Batman and Batman, Inc. the last person Powers wanted riding herd to his rescue was Batman.

"Even I have to admit your new look is terrifying," Scarecrow allowed, "And the voice modulation to go with it? Far more intimidating than before."

"Please, resist," Azrael requested.

"Come closer and I shall surrender to you directly," Scarecrow counter offered.

"You are the coward after all," Azrael was disappointed. He had a city to avenge after all. He'd seen the horrors and fear mongering the Scarecrow had indulged in. Typically, Azrael wouldn't have allowed the Scarecrow to survive this encounter. But he had given Batman his word. He moved in on Scarecrow who took the opportunity to try and inject Azrael with undiluted fear toxin.

"You are the coward until the end," Azrael took hold of Scarecrow's wrist and bent his arm until it broke. The Scarecrow was screaming as he bent the arm further back at an unnatural angle to inject Scarecrow with his own formula. Triggering the button at the waist, he dispensed every fluid ounce of toxin the Scarecrow had left available.

The screams torn from the man would've satisfied any sadist. As he suffered damnation, Azrael's back faced the camera as he went to Powers.

"Are…are you here to save me?" Powers managed to frightfully gasp.

Azrael leaned in inches from his face, "No."

As Powers returned to screaming Azrael stepped away from the camera's view, "They can be found at Wayne-Powers' executive offices."

Then he simply strolled away. He still had to locate and stop Zsasz.


Back at the GCPD, Barbara stared at the televised broadcast agog.

"I told ya he snapped!" Bullock was back and in a lather.

"That isn't Batman," Gordon insisted and prayed she was right.

"I'll pick Scarecrow up," Montoya volunteered, "I'll take a CSI team with me."

"You'll need our support to delve that deeply into the affected areas," Dagar offered.

"Do it," Barbara ordered and Montoya acquiesced before gathering her SRU team.

"I'll let my people know," Dagar began issuing orders.

"Ya'd better be right `bout this, Commish." Bullock knew about Barb's secret past.

"It isn't him, Harvey," she repeated less convincingly this time.

"That's whut I thought," Bullock went off to yell at someone, anyone at this point.

Barbara desperately called Bruce. He mercifully answered, "It isn't me."

"Thank God! But you know who it is," it wasn't a question.

"And I'm not telling you who it is," Bruce replied.

"I'll find out on my own," Barbara vowed, "When I bring them in."

"Perhaps," was all Bruce said as he hung up.

"Honestly, what I was I expecting anyway?" Barbara asked herself. Then Dick called her. Belatedly, Barbara, at Dick's reminder, realized that she'd never checked on Leslie Thompkins, Grayle Hudson, and Tim Drake in all of this.

Conferring with Bullock, she sent the last available units to check on Dr. Thompson and her clinic under the pretext that they could use any and all medics that could be brought in. She knew it was flimsy and frankly didn't care.


"It's me," Phantasm announced as Grayle took aim at the smoke with her loaned shotgun, "You don't need the masks anymore."

"What about the guns?" Leslie inquired.

"Too soon to tell," Phantasm shrugged as she doffed her helmet and cape. Removing her scythe glove, she keyed the safe and eventually put her entire uniform away. She relieved Grayle of the shotgun, "If anyone has to, it'll be me."

She noted the broadcast was displayed on the active television.

"What has Bruce unleashed?" Leslie whispered to Andrea.

"It's too early to tell," Andie unhappily told her.


Inside Arkham and Blackgate, the guards and barricaded themselves in while the prisoners run amuck. The death tolls would be in the hundreds between the two facilities. In Arkham's sub-basement, Victor Zsasz was notching tally marks on the pads of his toes, "A fruitful night."

Zsasz had been building a wantonly unknown escape room next to the boiler no one ever seemed to check on. It was warm, dry, and private. Zsasz had been down here between killing sprees for a week now. He didn't know who this new Scarecrow was but Zsasz promised himself he'd send the man a thank you note as soon as he arrived in Arkham. After all, where else would they put a man with his pathologies?

He never heard the approach but a shadow loomed over him. Zsasz went in to stab the intruder and found his thrust blunted by plate armor.

"What are you?" Zsasz inquired.

'Vengeance," the Agent of the Bat replied before breaking every major bone in Zsasz's body.

"I'll make certain they find you in a few days before you die from the lack of water," Azrael promised before disappearing as efficiently as he'd mysteriously appeared. Zsasz finally passed out from the pain of it.


The next day, united in purpose, the GCPD and Pax Mundi restored order to Gotham. But it was an uneasy truce. One that seemed too belated and after the fact to have any real meaning. The damage to the library revealed the wreckage of the Owls' underground Repository. The merest scraps of burnt parchment and vellum revealed what had lain dormant beneath the main branch library Barbara had briefly worked at.

"It seems my mission was fruitless after all," Dagar sighed, "So much waste for nothing."

"And would you still be repentant if you'd accomplished your objective after all?" Barbara pointedly asked.

"At least I'd have a success to report to the wolves baying at the UN's door," Dagar walked away to phone in his report to Luthor personally.

"Alla dis fer that?" Bullock was too dismayed to be angry. That would come later. The human mind could only process so much outrage at a single time.

"We're finding Pax Mundi bodies everywhere," Montoya checked in, "Most are single knife wounds and slit throats"

"Zsasz?" Bullock asked.

"Someone phoned in a tip and his body was recovered inside of Arkham in a sub-basement no ever investigated," Montoya was actually incredulous, "He'll be in traction for months."

"Couldn't happen ta a nicer fella," Bullock decided.

"It's unrelated," Gordon realized, "Our new vigilante tracked Zsasz. These were Pax Mundi search parties looking for this ruined library."

"An' it ain't related?" Bullock found that hard to believe.

"Until we found this penetration point, we never about any of these tunnel accesses," Montoya began to reason it out, "And our vigilante could've easily carved up the Wrath, Darkwing, and Zsasz as well as having the Scarecrow helpless before him. Yet he gave them all up to the GCPD. It is very Batman-like."

"Batman was never intentionally cruel," Barbara reminded her, "This is a new player."

"Someone dressed like a tank," Bullock recalled, "Yet he could move like Bats."

"The coroner mentioned something funny regarding old cases," Montoya told them, "There's a residue on the corpses we're finding that he hasn't seen since he was an assistant working on murders pinned on Batman twenty years ago. Batman was exonerated but the culprit was never found nor indentified."

Gordon suddenly realized who the killer was. She was also beginning to form a vague suspicion regarding the vigilante's identity. She only hoped she was wrong on both counts.


The very next morning…

The Pax Mundi began their withdrawal monitored by US military forces. They were escorted out to sea by Naval units who took them further than the international boundary. The carrier battle group claimed they were merely conducting exercises near the Pax Mundi transports. But flybys were common and a few destroyer and frigate shells landed within a half-mile of the units. Dagar understood all too well. Frankly, he wished a US submarine would blow his transport out from underneath rather than have to face wrath awaiting him in Paris.

Having deflected the bulk of the blame, Luthor had the General Assembly in a feeding frenzy craving Dagar's blood. The Pax Mundi would survive as an entity but it s trustworthiness had been shaken and would take years to rebuild.

Commissioner Gordon informally presented herself to Andrea at the Beaumont house, "Can I come in?"

"Could I stop you?" Andrea chuckled.

"I want to thank you for looking after Leslie, Grayle and Tim," Barb admitted.

"I did it for Bruce. Not you," Andie told her straightaway.

"So you know who he enlisted?" Gordon knew it as well as she knew Phantasm was her murder suspect at the Tunnel entrances and at the Ace Chemical plant.

"I'm afraid I wouldn't tell you even if I knew," Andrea shrugged, "Ask Bruce. Or better yet, ask Batman."

"I will connect all of these murders to you," Gordon promised.

"Not if Homeland Security and the Dept. for Meta-Human Affairs ever had any say. And they would," Andrea said smugly, "Even if you could ever prove anything."

"There's no statute of limitations on murder," Barbara reminded her.

"I'm well aware," Andrea cooled towards her, "If you had anything, the SRU would be here with a search warrant. You're left fishing for a clue that would eventually get you one. You can leave now."

Barbara stopped at the door, "Did you know they were coming?"

"Yes. And I knew what they were after," Andrea revealed that much, "But the Scarecrow was the rare surprise out of nowhere."

"Our mystery man left what was left of him for us," Gordon reminded Andie.

"Considerate of him," Andrea remarked.

"I'm not so certain he is," Barbara dismissed herself. Andrea got busy reading for her imminent departure.


Marian had literally checked herself into a rather posh hotel. The workers, when they recovered, found her listed as a guest in a mid-price suite and their tills reflected her deposits for the week she intended to stay for. All made in cash. Marian came and went as she pleased, securing every item on her wish list.

At the week's end, she moved into her new respectable home. She thoroughly enjoyed Knightfall's humiliations and the dismantling of her license system and the end of Empress Penguin's reign over Gotham's criminals.

"And we're just getting started," Marian promised Charise Carnes and Regina Swann.


Jean-Paul Valley was taking his leave when the alarms registered Barbara Gordon's arrival.

"That new system will slow her down for an additional fifteen seconds. Then she'll head straight to the Cave," Bruce predicted.

"Then I'd best leave," Jean-Paul volunteered and drove away out the Bat Cave's vehicle exit.

Both his traditional Azrael gear and his new armor as the Agent of the Bat were loaded in his trunk. He'd be taking a scenic route up the coast to avoid traffic inspections as local, state, and federal law enforcement managed the mini-exodus presently coming out of Gotham. He'd conduct a multi-state transit to return to Brooklyn.

Notorious criminals in particular were fleeing rather than face the new vigilante in town. Bruce was immodestly pleased with himself and how his choices had worked out.

"Tell me it isn't Azrael," Barbara confronted him as she descended the stairwell.

"I've never lied to you. I won't start now," Bruce told her.

"My God, Bruce! He's a fanatic! Did you watch what he did to the Scarecrow's replacement?" Barb was adamant.

"No one did. They merely listened," Bruce replied diffidently.

"What about Zsasz? Or Eliot Cauldwell? Or Darkwing, whoever he proves out to be?" she tried to pin him down.

"They all lived. Cauldwell is being returned to Iron Heights. Zsasz easily deserved what he received. Darkwing will escape custody and take every record you made of him when he goes," Bruce stated.

"You can't know that," Barbara argued.

"I'd do it," Bruce replied.

"Once upon a time," Barbara retorted, "Those days are behind you. Aren't they?"

"I'm not Batman anymore. There is no Batman. There won't be a Batman," Bruce told her.

"Then who is Azrael pretending to be?" Barbara sought clarification.

"A concerned citizen," Bruce replied.

"I'm going to arrest him. Vigilantes are still illegal in this state. Even Knightfall lost her power over this. Mayor Grange and DA Reynolds just received a united vote of no confidence from the Aldermen regarding Knightfall's initiative. She's done," Barbara explained.

"They're never done. They just try again through a new crack in the system," Bruce said.

"Like you?" Barbara jabbed at him.

"I told you I'm done with the life. I'll never lie to you about anything. Especially not that," Bruce vowed.

"But that doesn't mean Jean-Paul is now that you've unleashed him on Gotham," Gordon angrily told him, "Damn you, Bruce. We don't need a Batman."

"And you don't have one," Bruce said evenly.

"This. This is why I divorced you," Barbara left without another word.

"I know," Bruce told the darkness after she'd left.


There were hardly any breakable items left unshattered in Charise Carnes' three-level apartment in Three Towers.

"Those short sighted fools!" she screamed again as she hurled a chair at a window, "I offered them utopia and how did they repay me?"

Sally Sarasota caught the chair before it impacted, "Charise, you need to calm yourself."

"They're all futzing idiots," Charise shouted.

"You need clear head so you can plan the next approach," Sally stated calmly.

"The next…?" Charise stopped, "We're dead in the water!"

"So get in a different boat," Sally suggested, "Regina is still loyal. You can still license crime but actually through being a criminal. The top criminal in the food chain. That's why you joined Intergang, after all."

Charise pondered it and mulled it over, "It could work. Get me Regina."

Sally smiled, "She's waiting downstairs."

"And find me futzing Jason Todd! I want the Outlaws on a mission for me!" Charise snapped at her, back in command of herself and soon everyone.

"Who's the intended target?" Bonebreaker asked Knightfall.

"Marian futzing Drews," Charise decided, "She's the mastermind behind all of this. Luthor. The futzing Pax Mundi. Scarecrow. The vote. All of it. Luthor wouldn't have known about the Court of Owls leaving a Repository here if she hadn't told him so."

"And Phantasm?" Bonebreaker asked.

"She told him as well," Knightfall still thought, along with the criminal world at large, that Phantasm was a man not Andrea Beaumont, "She played us all."

"Then she dies," Sally shrugged, "And we move on."

"Yes, we do," Charise decided to meet with Regina Swann after all. The Empress Penguin would have more work than she ever expected to have.


Marian hid the bat behind her back as she answered the door. To her surprise and delight, Andrea was back in town two weeks after having just left Gotham.

"Andie! Social or business?" Marian inquired.

"Business. I'm just passing through," Andrea waited until the door closed; "I suppose you did the usual sound proofing?"

"Yup," Marian happily confirmed it, "And every room gets swept for bugs every time I exit and return."

"I know it was you. I always did," Andrea told her.

"I dunno what you're talking about," Marian played dumb. And rather convincingly.

But Andie knew better, "Everything that happened to Gotham happened because of you. That's why you tipped me off," Andrea told her, "You covered your tracks rather well but KitCat found you out."

"Maybe I should hire her away from the MLJ," Marian shrugged, "Who'd you tell?"

"No one. It played out. Knightfall is persona non grata in Gotham again so you won. I eliminated the Owls' Repository like I wanted so I won as well," Andrea shared, "No markers need be called."

"And you're telling me why?" Marian strained to understand.

"Because Charise Carnes isn't an idiot. She'll figure it out if she hasn't already," Andrea warned her, "The Underground and Dark Web are rife with bounty offers for your head, both as Hellequin and Marian Drews. I found you easily enough. Other professionals will as well. Only they won't be so generous."

"Good thing I have insurance then," Marian grinned.

"Insurance?" Andrea was curious enough to ask.

"Tall, dark, broody brooding, and handsome…for an older man," Marian snickered, "Former flame of yours."

"Bruce Wayne?" Andrea was speechless.

"I made him an offer he can't refuse," Marian grinned even wider.

"What kind of offer is that?" Andrea had to know now.

"I lead his boy to Knightfall and Empress Penguin when they have their hands dirty and after the 'Agent of the Bat' gets done breaking everybody, there'll be evidence galore to hand over to Babs Gordon and the GCPD. Everybody wins," Marian boasted.

"You can't be serious," Andrea protested.

"Do I look like I'm joking?" Marian inquired.

"You never look serious," Andrea replied.

"I'm as serious as Christina being dead," Marian said darkly, "A lifestyle some others will soon be joining her in."

"Bruce accepted those terms?" Andrea scoffed.

"Nah! But Batsy can't control his boy. Azrael can change clothes all he wants but he still the Avenging Angel. He'll gladly let me do the dirty so he can report in that he wasn't the killer. Everyone keeps their word," Marian explained.

"Except for you," Andrea stated flatly.

"I never told Brucie I'd even get involved. So technically, I haven't lied to him," Marian defended herself.

"Argh" Andrea screamed at the ceiling and then calmed down, "Let me know when you're moving on this. I'll clear my calendar."

"Thursday," Marian happily replied.

"Two days from now?" Andrea balked.

"Carnes wants me to move on her. She's begging me to. So, I'll simply spring the trap and get all over with," Marian was giddy.

"Any complications I should know about?" Andrea inquired.

"Knightfall has hired the Outlaws to do me in. They accepted," Marian shrugged.

"Futz me," Andrea sighed.

"Maybe later?" Marian asked.

"It was bound to happen as long as Jason Todd insists on playing a criminal," Andrea scowled.

"Like you?" Marian asked.

"Don't go there," Andrea warned.

"You got your gear?" Marian happily inquired.

"In the car," Andrea relented, "I take it I'm staying here?"

"Makes planning easier," Marian lied. Really, she just wanted the company.


Pax Mundi

First Appearance

November 5, 2010

Created by

Vito Delsante & Uriel Duran

American General

Real Name

. Joseph K. Parsons

First Appearance

Public Domain Superheroes(2013)

Original Publisher

Public Domain Superheroes website

Created by

Marz Workman

AMERICAN GENERAL is an "Open-Source Character" and has been deemed so, specifically, for use by anyone by the original creator. The only rule about using him is that your work must have this notation:

"The character of the AMERICAN GENERAL is available for use by anyone, with only one condition. This paragraph must be included in any publication involving AMERICAN GENERAL, in order that others may use this property as they wish. All rights

Doc Mettle

Real Name

Doc Mettle

First Appearance

PDSH Wikia (August 29, 2014)

Created by

Scott Griffin

The character of Doc Mettle was created by Scott Griffin and available for use by anyone, with only one condition. This paragraph must be included in any publication involving Doc Mettle in order that others may use this property as they wish.