Billy Batson sat in his class at Fawcett City middle school. It had been about a month since that debacle at the Metropolis Orphanage with Winslow Schott, the Toyman. But that incident did lead to publicity for the orphanage, and a family finding and adopting Billy. Now Billy lived in Fawcett City, in a home that had adopted several other foster children. He looked over at his new step brother Freddy. He was falling asleep as their teacher, Mr. Carr, droned on.

"Who here can tell me about the current conflict in Greater Bialya?" Mr. Carr asks.

He looks on as no one raises their hand.

"Billy, how about you." Mr. Carr says.

"Uh, I know they were at war with Quarac." Billy says.

"That's correct. In fact, last year Bialya's invasion of Quarac lead to them taking over the country, and creating Greater Bialya." Mr. Carr says.

"But I don't get it, why can't someone just go in there and tell Bialya to play nice? Why does everything always have to lead to war?" Billy asks.

"That's an excellent question Billy. But who is there to make sure that people in different countries play nice?" Mr. Carr asks.

"What about Superman?" Billy asks.

"What about him?" Mr. Carr asks back.

"He has all those powers, why can't he just go in and tell them to get along?" Billy asks.

"That very question was being posed last year while this was all happening. However, don't forget Bialya claims to have a Superman of their own, Black Adam." Mr. Carr says.

"And if Superman does go in there and makes people submit to his will, how is he any better?" He continues.

"But he knows what's right." Billy says.

"Maybe, but history is filled with examples of leaders who know what's right, always leading to war and conflict with opposing countries." Mr. Carr says.

"Well if I had Superman's powers, I'd go." Billy says.

"That brings us to this week's assignment. How would you deal with the conflict in the middle east? It must be two pages double spaced, and is due this Friday." Mr. Carr says.

The class collectively groans just as the bell rings.

"See you all tomorrow." Mr. Carr says.

Billy and Freddy head out of school together. Freddy had some sort of disability that forces him to walk with crutches. Billy didn't want to ask too much about it though.

"Hey I was going to go pick up that new fighting game. It has knock off versions of heroes like Superman and Batman, but Flash actually signed on to use his likeness in the game. You want to come with me?" Freddy asks.

"I can't. I'm meeting with some guy from the Daily Planet at the diner. He wants to write an article on me." Billy says.

"Well that's cool. I'll see you at home tonight." Freddy says.

Billy heads off towards the diner. He tries to decide if he should take the subway or just walk there. It's a bit of a hike so he heads for the subway. Billy notices that this is his last subway token. He needs to remember to ask his adoptive parents for money to buy more. He heads down to the subway.

Billy gets on and the subway starts moving. He's a little shy, but getting use to riding it. He tries to sit away from others, and keep to himself. The lights flicker as the subway moves through the city. Ten minutes later, and he's at his stop. Billy always likes getting out of the subway and heading back to ground where he can see the sunlight. He heads to the diner.

Inside, Billy sees Mr. Kent waiting for him.

"Hello Mr. Kent." Billy says.

"Hi Billy, how are you today?" Clark asks.

"I'm doing okay." Billy says.

The waitress comes over to take their order.

"Order whatever you want, I'm buying." Clark says.

"I'll get the number seven, and a side of fries, and onion rings, and a strawberry milkshake." Billy says, taking full advantage of Clark's off.

"I'll just take a coffee, black." Clark says.

The waitress heads off.

"So, Billy, how have things been going?" Clark asks.

"They are okay, I guess. I'm still getting use to my new family." Billy says.

"It can be hard being the new kid." Clark says.

"It sure can. I mean Mr. and Mrs. Vàsquez are nice. But-

"You don't see them as your real parents." Clark says, finishing Billy's thought.

"It's hard Mr. Kent, it really is." Billy says.

"I know." Clark says.

"I mean, I didn't do anything wrong and my parents were just taken from me. Then I had to bounce around foster homes. Now I found a home with good people, but they still don't seem like family." Billy says.

"Adoption is tough, believe me I know." Clark says.

"You were adopted too?" Billy asks.

Clark nods.

"Do you know who your real parents are?" Billy asks.

"I found out eventually, but they died shortly after I was born." Clark says.

"It's got to be hard, not knowing where you're from." Billy says.

"I got lucky. I couldn't have been adopted by better people." Clark says.

The waitress brings their food as they continue to talk. Eventually they get ready to leave.

"So, when will this article be in the paper Mr. Kent?" Billy asks.

"In a day or two I suspect." Clark says.

"Thanks for dinner." Billy says.

"You're welcome." Clark says.

Billy reaches into his pocket.

"Oh no." Billy says.

"What's wrong?" Clark asks.

"I'm out of subway tokens. Now I'll have to walk home." Billy says.

"Come on, I'll get a cab." Clark says.

Clark hails a cab and Billy gets in. Clark is about to get in too, when a police car speeds by with its siren blaring.

"I better go check on that." Clark says.

He hands the driver enough money to get Billy home and then heads off. Billy thought it was a little odd. Mr. Kent wasn't a police man, why would he chase after a police car. He then shrugs and heads home.

When Billy arrives home it's beginning to get dark outside.

"I'm home." Billy calls out, to no answer.

Billy found that odd as someone is always around to greet him. He heads into the kitchen and sees Freddy and Mr. and Mrs. Vàsquez, his adoptive parents, sitting at the kitchen table. Freddy is holding a bag of ice to his eye. He pulls it off revealing a black eye.

"What happened?" Billy asks.

"It was the Breyer boys. They beat me up and took my money." Freddy says, his face all puffy from crying.

"Well I'm going to call their mother." Rosa Vàsquez, Billy's foster mother says.

"NO, that'll just make it worse." Freddy squeals.

"They need to know their children can't act like this." Rosa says.

"I'll go out and buy you your game tomorrow." Victor Vàsquez, Billy's foster father says.

Billy stands there, angry. If he was there, he would have stood up to the Breyer boys he tells himself. The truth is that the Breyer's were a few years older than both him and Freddy. Even though the thinks he could stand up to them, he knows deep down he'd have taken a beating too. But he doesn't care. It would have been worth it to protect his step brother.

The next day, Freddy stays home from school. Billy sits alone at lunch. The Breyer boys, Brett and Burke, approach his table.

"Hey Batson, where's your cripple brother from your freak family?" Burke asks.

"Not here." Billy says.

"Aw, did he have to stay home with mommy? How does that even work? I mean she's not really his mom." Brett says.

"Let's do this later." Billy says, feeling a great sense of rage swell up.

"Okay we'll see you after school." Burke says, as the boys head off.

Just then Brett turns around and knocks over Billy's carton of chocolate milk. The other kids in the cafeteria looks over and laugh. Billy runs to the bathroom to try and clean himself up.

Billy takes all the paper towels that he can and tries to clean up. He looks in the mirror and begins to cry. He tries so hard to be good, and what's his rewards? Dead parents, a beat-up adoptive brother, and soggy pants for the second half of the day. He hates it, he hates everything right now. He cleans himself up and heads to Mr. Carr's class.

"Hello everyone, I trust you all watched the news last night." Mr. Carr says.

The class grumbles.

"Well that's too bad, you missed a report on Superman appearing in our very own Fawcett City." Mr. Carr says.

The classes ears begin to perk up. Especially Billy's.

"That's right, he stopped a high-speed chase down town." Mr. Carr says.

Hearing about this energizes Billy. If only he had Superman's powers, then he could stand up to bullies like the Breyer boys.

Eventually the bell rings signaling the end of the day.

"Don't forget your papers due this Friday." Mr. Carr says as the students exit his classroom.

Billy heads outside and sees the Breyer boys by their truck. They were only sixteen, new drivers, but their parents had already bought them a brand-new truck.

"You actually showed up." Burke says.

"Did you have an accident?" Brett says pointing to the chocolate milk stain on Billy's pants.

"He just is an accident." Burke says, as the brothers share a laugh.

"I think you dropped something." Billy says pointing to the ground.

Burke leans forward and looks at the ground. Billy swings with an uppercut hitting Burke square in the nose.

"You are so dead!" Brett says.

Billy begins to run. How he wishes he had the Flash's super speed right now. The boys chase after him. Billy spots the subway station. He heads down the steps to it. He reaches into his pocket and realizes he's out of tokens.

"There he is." Brett says, as the brother run down the stairs.

Billy makes an impulse decision and hops the gate. He gets onto the subway just before the doors close. The Burke boys miss it. Billy sits down and takes a minute to process what just happened. He's safe, for now. He leans back and closes his eyes.

Suddenly the subway begins to shake, more than usual. Billy opens his eyes. He notices no one else is around. The subway is empty. It begins to shake more and more violently. Billy looks out the window and swears he sees lightening. Then the subway stops, abruptly. Billy falls to the ground. The subway door opens and Billy steps out. But Billy is not in a subway station. He's not actually sure where he is. It looks like some sort of old temple.

He heads down a corridor until he reaches a room at the end. Inside the room are seven stone chairs. There are also statues. Billy sees a statue labeled for Sloth, Gluttony, Envy, Lust, and a cracked statue for wrath. There are two empty spots. One for pride and one for greed.

"Billy Batson." A frail voice says from behind.

Billy turns around in shock and fear. He sees a very old man standing behind him. He has long white hair and a long beard. His skin is dark and wrinkled.

"I have been waiting for you." The man says.

"Wh- who are you?" Billy asks.

"My name is Shazam, I am the last survivor of the council of wizards." He says.

Billy stands there, confused.

"Why am I here? What is this place?" Billy asks.

"This is the Rock of Eternity. And I need your help." Shazam says.

"How can I help? I'm just a kid." Billy says.

"I need make up for past sins, I need someone pure of heart." Shazam says.

"But that, that's not me." Billy says.

"Isn't it? Look at all you've overcome in your short life." Shazam says.

Pictures appear in front of Billy of his parents, and the orphanage, and his new family.

"You have been tested over and over and always rise to the occasion." Shazam says.

Billy begins to tear up looking on at his parents.

"I still don't know what's so special about me." Billy says.

"Five thousand years ago, a great war erupted on earth that threatened to destroy the entire planet." Shazam says.

He creates a construct projection showing the war as it happened. Billy sees Amazons, Atlantean's, and knights all teaming up to take on some sort of bug like creatures.

"Our council of Wizard's thought they could help. We gifted a mortal with our power." Shazam says, as an image of the being shows up.

"Black Adam!" Billy exclaims.

"Yes, but he was corrupted by the power. After the war he tried to destroy us. He succeeded in killing the entire council except for me. I was able to lock him away. But someone freed him." Shazam explains.

"Queen Bee." Billy says.

"My time is short. I need you to take my power." Shazam says.

"I don't know." Billy says hesitantly.

"The sins of old are escaping back into the world. Greed and pride have escaped, and great wrath unlike anything will be coming soon. I don't have the strength to go one." Shazam says.

"How do I take it?" Billy asks.

"Simply speak my name in your times of need and I will instill you with the Wisdom of Solomon, the strength of Hercules, the stamina of Atlas, the power of Zeus, the courage of Achilles, and the speed of Mercury." Shazam says.

Billy looks on, still hesitant and unsure of what is really going on.

"Sh-" Billy begins.

"Billy please." The wizard desperately pleads.

"Shazam." Billy says.

Just then a lightning bolt strikes at Billy. In front of him he can see the wizard wither to dust.

"Holy Moly!" Billy exclaims.

Billy hears his own voice. It sounds deep. He then realizes he is taller. He looks down and also sees he has become more muscular. In addition, he is wearing some sort of red suit with a white cape.

"Um, is this what was supposed to happen?" Billy asks.

"Hello?' Billy calls, realizing he is all alone.

"Shazam?" Billy says.

Just then, another lightning bolt hits Billy. Billy panics for a second and then regains his composure.

"What was that?" Billy says.

He notices his voice is higher pitched again. He is back to being a kid.

"SHAZAM!" Billy yells again.

A lightning bolt strikes and Billy transforms into his adult form once more. Billy smiles. Billy heads back up the hallway he came down to come here. A white light flashes and suddenly he is back in the subway. Everyone is staring at him.

"Hey buddy, who are you supposed to be?" Someone yells out.

"I'm, I'm a superhero." Billy says.

Billy looks at a TV in the subway waiting area. He sees Queen Bee giving a press conference. Black Adam stands right behind her.

"I wonder." Billy says to himself.

Billy runs out of the subway terminal. He does it at super speed which comes as a surprise to him. Outside, people are still looking on at his unique costume.

"Hey everybody." Billy says, awkwardly at those that stare.

Billy looks up, he jumps with all his might. He looks down and sees he remains in the air.

"I can fly!" Billy exclaims, with a big smile on his face.

He speeds off for Bialya. The sensation of flying is like nothing Billy has ever experienced before. He feels weightless, and yet at the same time, strong enough to take on an entire army. He looks down at the cities below him, from a view others can't experience. Billy is in awe of his new powers. But now he focuses. Billy believes he is about to stop Black Adam.

With the power of Shazam, Billy flies down to the royal palace of Bialya.

"Black Adam, I'm here to put a stop to you." He calls out.

There is no one around.

Suddenly, Shazam hears something from behind. He turns around and is met with a fist to the face. He looks up and sees Black Adam.

"This ends now." Billy says.

Billy flies forward and charges at Black Adam. Adam moves out of the way and grabs his white cape. He spins him around a few times and sends Billy flying into the distance.

Billy touches down a few miles away, out in the desert. As he regains his composure, he sees Black Adam charging at him. He looks into Adam's eyes, which appear to glow yellow. Black Adam's fist meets his face again.

Lois and Clark are working late at the Planet, when suddenly Perry comes rushing through.

"Something is going down is Bialya." Perry says.

"What is it chief?" Lois asks.

"Not sure. Some say Superman is fighting Black Adam." Perry says.

Lois nods at Clark, as Clark slips out.

Back in Bialya the fight between Billy and Black Adam rages on. Billy is taking quite the beating. He didn't think it would be this hard. He continues to put his arms up and Black Adam strikes. The strikes shake the ground all around them. They eventually reach the edge of the Bialyian boarder. As Adam punches Billy across the border, he peruses. Once Adam crosses the boarder, Billy can see the yellow glow disappear from his eyes. Adam looks confused for a moment. Then he see's the lightening emblem on Billy's chest in front of his.

"The wizard's power! It belongs to me!" Black Adam yells as he lunges forward.

Just before he reaches Shazam, He is blasted back by another force. Billy had covered his eyes, but now he looks up and sees Superman standing in front of him.

"Holy Moly." Shazam exclaims.

Superman flies forward, back into the Bialyian desert where Black Adam landed. Superman looks down and for an instant sees the white in his eyes before they turn yellow.

A jeep drives up to the sight. Out of it steps a couple of Bialyian guards and behind them, Queen Bee.

"What have you done here?" Queen Bee asks to Superman.

"Your lap dog wandered away from your border." Superman says.

"Did he? Or did someone else enter our land?" Queen Bee questions just as Billy joins the scene.

Everyone looks over at him.

"What you are doing here is totally unfair." Billy says.

"This is my land, I rule here, and I do so as I see fit." Queen Bee says.

"Then I need to stop you." Billy says as he moves forward.

Superman holds him back.

"Come on." Billy whines.

"We can't do that. We need to solve our conflicts with diplomacy." Superman says.

"Leave now and I will forget this incident. Stay and you'll wish you hadn't." Queen Bee warns.

Superman agrees.

"Why'd you do that? We could have taken her." Billy says.

"And how many would have died in the process?" Superman asks.

Billy pauses. He hadn't thought of consequences for his actions.

"I just want to help." Billy says.

"Who are you? Where did you come from?" Superman asks.

"Would you believe a wizard gave me these powers?" Billy asks.

Superman hesitates. With some of the stuff he's seen over the years it might not be out of the realm of possibilities.

"The truth is, I want to be a hero, just like you." Billy says.

"It takes more than might to be a hero. There's consequences for your actions." Superman says.

"Perhaps you could help me?" Billy asks.

"I have friends in the press. They can help you introduce yourself to the public." Superman says.

"That'd be great!" Billy says.

Billy flies back home to Fawcett city. It's late when he arrives home.

"Shazam." He calls out to transform himself back into his child form.

Billy walks into his house.

"Where have you been? We've been worried sick about you." His adoptive mother says.

"I'm sorry, I'm fine." Billy says.

His foster parents check him over and send him upstairs. He goes over to see Freddy.

"Hey." Billy says.

"Billy, what's going on? What did you do?" Freddy asks.

"What do you mean?" Billy asks back.

"I heard you punched one of the Breyer boys. Do you know what they're going to do to us tomorrow?" Freddy asks, worried.

"Don't worry, I know how to take care of them." Billy says.

The next day Freddy sits on a bench at the Playground before school. He thought Billy would be here, but Billy's running late.

He sees the Breyer Boys truck drive up in the parking lot. Freddy's heart begins to pound as they approach him.

"Where's your stupid brother?" Burke asks.

"Hey kids." A voice says from above.

The kids look up in awe as Billy, with the powers of Shazam, flies down.

"There he is, this is my main homie, Freddy. He knows more about being a hero than anyone." Shazam says.

The Breyer boys begin shoving at each other to meet Shazam.

"We heard about you on the news. It's awesome to meet you." Brett says.

Shazam shakes his hand and puts a little extra pressure on. Brett plays it cool until he can't handle the pain anymore.

"Now I know you kids wouldn't mess with my friend here." Shazam says.

"Oh no, never." Brett says.

"Good, cause remember, there's consequences for your actions." Shazam says.

"Yes sir." Brett says.

Shazam flies off as the kids look on.